/raid1/www/Hosts/bankrupt/TCR_Public/141215.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, December 15, 2014, Vol. 18, No. 348
Headlines
ACTION RESTORATION: Case Summary & 20 Top Unsecured Creditors
ADCAM HOLDINGS: Enters Into Representation Pact With Shelby County
ADONI GROUP: New York Shoe Brand Modern Vice Up for Sale
AEREO INC: Bases Ch 11 Exit on FCC's Internet Transmission Ruling
ALCO STORES: Panel Hires GlassRatner as Financial Advisor
ALLY FINANCIAL: Presented at Goldman Sachs Financial Conference
AMERICAN AIRLINES: Union Lauds Fair Tax Treatment for Workers
AMERICAN EAGLE: Stockholders Elected 6 Directors
ANDALAY SOLAR: Registers 85 Million Shares for Resale
APPLIED MINERALS: Stockholders Elect 6 Directors
APPLIED MINERALS: Files Presentation Materials With SEC
ARRAY BIOPHARMA: Signs $20MM License Agreement With Oncothyreon
ART AND ARCHITECTURE: Must Pay Obligations to Landlord
AS SEEN ON TV: Robert DeCecco Quits From All Positions
ASARCO LLC: Solicitor General, Ex-Judges Defend Bankruptcy Fees
ASPEN GROUP: Grants Directors 100,000 Options
ATI HOLDINGS: Moody's Lowers Rating on $445MM Secured Debt to B1
ATLANTIC CITY, NJ: Moody's Puts 'Ba1' GO Bond Rating on Review
AUXILIUM PHARMACEUTICALS: Meeting of Stockholders Set for Jan. 27
BALTIMORE, MD: Moody's Affirms Ba1 Sr. & Ba2 Subordinated Rating
BANK OF THE CAROLINAS: Amends 2013 Annual Report
BC FUNDING: Roman's Bid to Dismiss Adversary Proceeding Denied
BC FUNDING: Sharf's Bid to Junk Two Adversary Proceedings Denied
BERNARD L. MADOFF: Trustee's Clawback Powers Remain Limited
BINDER & BINDER: Disability Benefits Firm Considering Chapter 11
BLACK ELK: Moody's Withdraws Caa3 Corporate Family Rating
BLACKSANDS PETROLEUM: Al Conrad Kerr Appointed to Board
BON-TON STORES: Incurs $11 Million Net Loss in Third Quarter
BRAND ENERGY: Bank Debt Trades at 3% Off
BUCCANEER RESOURCES: Plan Confirmation Hearing Moved to Dec. 22
CAESARS ENTERTAINMENT: BlackRock Gives Up Leadership Role
CAESARS ENTERTAINMENT: In Talks Regarding Potential Restructuring
CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 9% Off
CENGAGE LEARNING: Incremental Debt No Impact on Moody's B2 CFR
CENGAGE LEARNING: S&P Affirms 'B' CCR on Shareholder Dividend
CFG HOLDINGS: S&P Affirms B+ Rating on $178MM 7-Yr. Senior Notes
CUBIC ENERGY: Amends Q3 2013 Quarterly Report
CTI BIOPHARMA: Court Sets Trial Date for "Gilbert" Litigation
CRUNCHIES FOOD: Proofs of Claims Due at End of January
CURTIS JOHNSON: Bid to Void Judgment in Suit vs. BofA Denied
DELIA*S INC: 120 Workers to Lose Jobs By Next Year
DETROIT, MI: Bankruptcy Case Reaches Fees Settlement
DREAMWORKS ANIMATION: Moody's Reviews Ba2 CFR for Downgrade
DUPONT PERFORMANCE: Bank Debt Due April 2021 Trades at 2% Off
DVORKIN HOLDINGS: Settlement With Teitelbaum Approved
EIG INVESTORS: Moody's Affirms B2 Corporate Family Rating
ENTEGRA TC: Entergy Cos. to Purchase El Dorado Power Station
ERF WIRELESS: Repays $1.2 Million of Loans
EURAMAX HOLDINGS: Amends ABL Facility With Regions Bank
EVERGREEN VINTAGE: Case Summary & 6 Unsecured Creditors
FIRED UP: Asks Court to Confirm Plan Despite UST Objection
FIRST ACCEPTANCE: A.M. Best Affirms 'B(fair)' Fin. Strength Rating
FIRST DATA: SVP and CAO Barry Cooper Resigns
FL 6801: Okayed to Sell Property to Z Capital Partners for $21.6MM
FORTESCUE METALS: Bank Debt Trades at 10% Off
FULLCIRCLE REGISTRY: Registers 21 Million Shares for Resale
GATES GROUP: Bank Debt Trades at 2% Off
GETTY IMAGES: Bank Debt Trades at 7% Off
GOPICNIC BRANDS: Lack of Growth, Board Dispute Led to Bankruptcy
GT ADVANCED: Committee Says It's Still Reviewing Apple Documents
GT ADVANCED: TXT Says Interest in Furnaces Superior to Apple's
GT ADVANCED: SCAI Says Apple Deal Could Hurt Reclamation Rights
HOVNANIAN ENTERPRISES: Posts $322 Million Net Income in Q4
IHEARTCOMMUNICATIONS INC: To Sell Tower Portfolio for $400-Mil.
ICTS INTERNATIONAL: Incurs $2.5 Million Loss in H1 2014
IDERA PHARMACEUTICALS: Pillar Pharma Converts Preferred Shares
IMAGEWARE SYSTEMS: Amends Convertible Note With Director
INDEX RECOVERY: Plan Accepted by Creditors, Interest Holders
INEOS GROUP: Bank Debt Trades at 5% Off
J. CREW: Bank Debt Trades At 9% Off
JACOBS ENTERTAINMENT: Moody's Affirms B3 Corporate Family Rating
JARDEN CORP: S&P Affirms 'BB' Corporate Credit Rating
JBS USA: Moody's Withdraws Ba3 Rating on Terminated $750MM Notes
JOHNSTON TEXTILES: Could Close Phenix City Plant If Sale Fails
LANDMARK LIFE: A.M. Best Assigns 'bb' Issuer Credit Rating
LAKELAND DEVELOPMENT: Disclosure Statement Hearing on Feb. 12
LDK SOLAR: Schemes of Arrangement Declared Effective Dec. 10
LDK SOLAR: Chinese Unit Has New Module Sales Agreement
LITHIUM TECHNOLOGY: Files Chapter 11 for Protection
MARINA BIOTECH: To Issue 5 Million Shares Under 2014 LTIP
METALICO INC: Elects Cary Grossman as Director
MF GLOBAL: Ex-Customers Fight Bid To Tap D&O Insurance
MISSISSIPPI PHOSPHATES: Taps DTBA to Provide Jonathan Nash as CRO
MISSISSIPPI PHOSPHATES: Taps Sandler O'Neill as Investment Banker
MOBILESMITH INC: Enters Into $40 Million Unsecured Note
MOMENTIVE SPECIALTY: Moody's Lowers Corp. Family Rating to Caa1
MONARCH COMMUNITY: Unit Signs Continuing Pacts With Executives
N-VIRO INTERNATIONAL: Pays $99,000 Monroe Bank Loan
NAARTJIE CUSTOM: Panel Hires Hogan Lovells as Special Counsel
NAVISTAR INTERNATIONAL: Rights Pact With Computershare Expires
NATURAL MOLECULAR: Court Approves Hiring of K&L Gates as Counsel
NEIMAN MARCUS: Bank Debt Trades at 3% Off in Secondary Market
NET ELEMENT: Stockholders Elect Four Directors to Board
NRG ENERGY: Bank Debt Trades at 3% Off in Secondary Market
O.W. BUNKER: Authorized to Sell Vopak Oil to Aegean Bunkering
O.W. BUNKER: Authorized to Use of Vopak Oil Assets Sale Proceeds
ORCKIT COMMUNICATIONS: Extraordinary Meeting Set for Jan. 11
PORTER BANCORP: Expects Exchange Transaction to Boost Equity
POSITIVEID CORP: Authorized Capital Stock Hiked to 975 Million
POTLATCH CORP: S&P Affirms 'BB+' CCR, Off Watch Negative
PLUG POWER: To Issue 16 Million Shares Under Incentive Plan
PRESBYTERIAN VILLAGES: Fitch Affirms BB+ Rating on $28MM Bonds
PROSPECT PARK: Needs More Time to Say Plan Is 'Feasible'
RADIOSHACK CORP: To Distribute 150,000 Convertible Pref. Shares
RADIOSHACK CORP: Reports Q3 Loss, Warns of Possible Bankruptcy
RADIOSHACK CORP: Fitch Says Cost Cutting Can't Avoid Restructuring
RADIOSHACK CORP: Didn't Breach Covenant With Lenders, ISDA Says
REALOGY HOLDINGS: Sherry Smith Named to Board of Directors
REICHHOLD HOLDING: Court Approves Jan. 8 Auction of Assets
RESTORGENEX CORP: Isaac Blech Has 10.5% Stake as of Dec. 10
RESTORGENEX CORP: Chairman Holds 7.4% Stake as of Dec. 8
RESTORGENEX CORP: David Sherris Reports 8.8% Stake as of Dec. 8
REVEL AC: Judge Nixes $110 Million Deal to Sell Casino
RIVIERA HOLDINGS: Hankin Removed as Company Director
ROBINSON TRUCKING: Case Summary & 14 Unsecured Creditors
SCIENTIFIC GAMES: Richard Haddrill Elected Exec. Vice Chairman
SEARS METHODIST: Files Chapter 11 Plan and Disclosure Statement
SEARS HOLDINGS: Suspending Filing of Reports With SEC
SEVEN GENERATIONS: S&P Raises CCR to 'B' on Improved Liquidity
SOLAR POWER: Enters Into MOU to Invest in Guocang Group Limited
SOVEREIGN CAPITAL VI: Fitch to Withdraw 'BB' Pref. Stock Rating
SPEEDEMISSIONS INC: Emission Testing Stores Acquired by Dekra
SPIRE CORP: Issues $264,000 Promissory Note to Chairman
SPRING & ASH: Case Summary & 7 Unsecured Creditors
STOCKTON, CA: Reorganization Plan to Become Effective in 3 Weeks
TANNING BED: Case Summary & 20 Largest Unsecured Creditors
TERVITA CORP: Bank Debt Trades at 24% Off
TRANSGENOMIC INC: Provides Business Update
TRONOX INC: Bank Debt Trades at 2% Off
TIBCO SOFTWARE: S&P Assigns 'B-' CCR & Rates $1.67BB Loan 'B-'
TRUMP ENTERTAINMENT: Fight Over Brand Stuck in Bankruptcy Court
U.S. CONCRETE: S&P Raises CCR to 'B+'; Outlook Stable
UNIVERSAL HEALTH: Chapter 11 Trustee Files Liquidating Plan
VIGGLE INC: Releases First Holiday Gift Guide
WALTER ENERGY: Bank Debt Trades at 19% Off
WESTMORELAND COAL: Gendell Holds 6.4% Stake as of Dec. 3
WARNER MUSIC: Incurs $308 Million Net Loss in Fiscal 2014
WPCS INTERNATIONAL: Appoints David Allen Chief Financial Officer
YMCA OF MILWAUKEE: Plan to Return 90% to Unsecured Creditors
* S&P Applies Revised FSFC Criteria on 33 U.S. Finance Companies
* S&P Applies New Ratings Criteria to 37 Global Asset Managers
* S&P Applies Revised Criteria on 13 US Bus. Development Companies
* S&P Applies Revised Criteria to 20 Global FMI Companies
* S&P Applies Revised Criteria to 13 US Securities Firms & Units
* Pamela O'Neill Joins Gavin/Solmonese as Managing Director
* BOND PRICING: For the Week From December 8 to 12, 2014
*********
ACTION RESTORATION: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Action Restoration, Inc.
dba Pro-Tech Cleaning & Restoration Inc.
5215 Twin City Hwy. N.
Port Arthur, TX 77642
Case No.: 14-10620
Chapter 11 Petition Date: December 11, 2014
Court: United States Bankruptcy Court
Eastern District of Texas (Beaumont)
Judge: Hon. Bill Parker
Debtor's Counsel: Callan Clark Searcy, Esq.
PO Box 3929
Longview, TX 75606
Tel: 903-757-3399
Fax: 903-757-9559
Email: ccsearcy@jrsearcylaw.com
Total Assets: $6.98 million
Total Liabilities: $7.28 million
The petition was signed by Susan Rising, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-10620.pdf
ADCAM HOLDINGS: Enters Into Representation Pact With Shelby County
------------------------------------------------------------------
Patricia Ann Speelman at Sidneydailynews.com reports that the
commissioners of Shelby County in Sidney, Ohio, entered during the
last month into a representation agreement among Shelby County,
the city of Sidney, and the Hogan Firm for initial file evaluation
and filing claim in the ADCAM Holdings LLC, et.al. Chapter 11
bankruptcy.
ADONI GROUP: New York Shoe Brand Modern Vice Up for Sale
--------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Modern Vice's assets, including intellectual property,
inventory, social media sites, equipment and lease to its Garment
District factory, are up for sale as part of owner Adoni Group's
Chapter 11 case.
According to the report, standing ready to bid on the assets is a
company tied to Jordan Adoni, one of the brothers who are the
creative force behind Modern Vice, and he's offering $180,000,
plus rent.
AEREO INC: Bases Ch 11 Exit on FCC's Internet Transmission Ruling
-----------------------------------------------------------------
Eriq Gardner at The Hollywood Reporter reports that Aereo, Inc.,
expects to be able to operate profitably if the Federal
Communications Commission chooses to permit internet transmission
of local linear broadcast channels. Acording to The Hollywood
Reporter, the Company has based its plan to exit Chapter 11
bankruptcy largely on what the FCC decides.
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.
ALCO STORES: Panel Hires GlassRatner as Financial Advisor
---------------------------------------------------------
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 GlassRatner Advisory and
Capital Group, LLC as financial advisor, nunc pro tunc to Oct. 22,
2014.
The Committee requires GlassRatner to:
(a) analyze the Debtors' current and historical business
operations and financial results, as well as the Debtors'
underlying financial projections, including any approved or
proposed budgets;
(b) review the Debtors' prior sale process and current sale
process, including periodic updates as to the status of
specific buyers;
(c) analyze the Debtors' operations prior to and after the
Petition Date, as the Committee deems necessary;
(d) review the prospects and opportunities for the Debtors as
an ongoing business operation;
(e) review the financial aspects of any Disclosure Statement
and Plan of Reorganization;
(f) as necessary, develop a liquidation/waterfall analysis and
valuation based on GlassRatner's evaluation of the
underlying facts and circumstances;
(g) negotiate with the Debtors' Financial Advisor in the best
financial and business interests of the unsecured
creditors;
(h) advise the Committee and Counsel on various financial and
business matters associated with the Debtors;
(i) address any related financial and business issues, as
requested by the Committee and Counsel;
(j) investigate any potential causes of action or fraudulent
transfers;
(k) attend meetings of creditors and confer with
representatives of the Committee, the Debtors and their
counsel;
(l) report to the Committee and Counsel on a regular basis; and
(m) provide such other services to the Committee as it may
Request and as may be necessary in this Case.
GlassRatner will be paid at these hourly rates:
Peter Schaeffer, Principal $550
James Fox, Principal $550
Wojciech Hajduczyk, Director $340
Blanche Zelmanovich, Director $340
Mark Levee, Vice President $300
David Neyhart, Senior Associate $250
Kim Ferrara, Administrator $125
GlassRatner has agreed to charge a blended rate of $400 per hour.
GlassRatner will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Peter N. Schaeffer, principal of GlassRatner, 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.
GlassRatner can be reached at:
Peter N. Schaeffer
GLASSRATNER ADVISORY & CAPITAL GROUP LLC
One Grand Central Place
60 East 42nd St., Suite 1062
New York, NY 10165
Tel: (212) 922-2832
Fax: (212) 845-9772
E-mail: pschaeffer@glassratner.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. 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 serves as local counsel to
the Committee.
ALLY FINANCIAL: Presented at Goldman Sachs Financial Conference
---------------------------------------------------------------
Members of management of Ally Financial Inc. presented at the
Goldman Sachs U.S. Financial Services Conference on Dec. 10, 2014.
A copy of the presentation is available for free at:
http://is.gd/WCAWuW
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the Ba3 corporate family and B1 senior unsecured ratings
of Ally Financial, Inc. and revised the outlook for the ratings to
positive from stable. Moody's affirmed Ally's ratings and revised
its rating outlook to positive based on the company's progress
toward sustained improvements in profitability and repayment of
government assistance received during the financial crisis.
AMERICAN AIRLINES: Union Lauds Fair Tax Treatment for Workers
-------------------------------------------------------------
Allied Pilots Association President Capt. Keith Wilson issued a
statement regarding the U.S. Senate's passage of S.2614, which
would give American Airlines employees the same tax treatment as
all other airline employees who have suffered economic losses as a
result of recent Chapter 11 bankruptcy restructurings. The full
text of Capt. Wilson's statement:
"Once again, we express our appreciation to Senate lawmakers and
respectfully request that the U.S. House of Representatives
likewise move promptly to approve this important legislation.
"We applaud Senate lawmakers for moving to pass this legislation
by the 'hotline' process. In particular, we are grateful for the
strong support we have received from bill sponsor Senator Inhofe
and co-sponsor Senator Brown. The Senate's passage is a vote in
favor of fair treatment for American Airlines workers.
"Our pilots and fellow employees experienced significant economic
losses as a consequence of American Airlines' Chapter 11
restructuring. This bill enables American Airlines workers to
defer taxes on a portion of the equity we received in the
restructured airline as partial compensation for our losses.
"Once again, we express our appreciation to Senate lawmakers and
respectfully request that the U.S. House of Representatives
likewise move promptly to approve this important legislation."
About American Airlines
AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements. AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors. It was the third largest airline in the United States
at the time of the bankruptcy filing.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.
AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.
The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways. By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.
Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.
In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit. The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.
AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.
* * *
The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable. At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.
The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026. At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022. The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.
The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.
The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.
The TCR, on Oct. 16, 2014, reported that Moody's upgraded its
ratings assigned to the Series 2001-1 Enhanced Equipment Trust
Certificate ("2001 EETCs") of American Airlines, Inc.: A-tranche
to B2 from Caa1, B-tranche to Caa3 from Ca and C-tranche to Caa3
from Ca. Moody's also affirmed all of its other ratings assigned
to American Airlines Group Inc. ("AAG"), including the B1
Corporate Family and B1-PD Probability of Default ratings, and of
American Airlines, Inc. ("AA") and US Airways Group, Inc. and its
subsidiaries, US Airways, Inc. and America West Airlines, Inc. The
outlook is stable and the Speculative Grade Liquidity Rating of
SGL-1 is unchanged. American Airlines Group Inc. guarantees
American Airlines obligations of the 2001 EETCs.
AMERICAN EAGLE: Stockholders Elected 6 Directors
------------------------------------------------
American Eagle Energy Corporation held its annual meeting of on
Dec. 5, 2014, at which the stockholders:
(a) elected Richard Findley, Bradley M. Colby, John Anderson,
Paul E. Rumler, James N. Whyte, and Bruce Poignant as
directors;
(b) ratified the selection of Hein & Associates LLP as the
Company's independent registered public accountants for the
fiscal year ending Dec. 31, 2014; and
(c) approved the Company's 2013 Equity Incentive Plan.
About American Eagle
Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties. The Company is primarily focused on extracting
proved oil reserves from those properties.
The Company's balance sheet at Sept. 30, 2014, the Company had
$373 million in total assets, $248 million in total liabilities
and $125 million of stockholders' equity.
* * *
As reported by the TCR on Aug. 7, 2014, Standard & Poor's Ratings
Services assigned its 'CCC+' corporate credit rating to Denver-
based American Eagle Energy Corp. "The ratings on American Eagle
reflect our view of the company's participation in the volatile
and capital-intensive oil and gas E&P industry, and its small and
geographically concentrated asset base in Divide County, N.D.,"
said Standard & Poor's credit analyst Christine Besset.
The TCR reported on Aug. 6, 2014, that Moody's Investors Service
assigned first time ratings to American Eagle Energy Corporation's
(American Eagle Energy or AMZG), including a Caa1 Corporate Family
Rating (CFR).
ANDALAY SOLAR: Registers 85 Million Shares for Resale
-----------------------------------------------------
Andalay Solar filed with the U.S. Securities and Exchange
Commission a Form S-1 prospectus to register 85,000,000 shares of
common stock for resale by Southridge Partners II LP.
The Company will not receive any proceeds from the resale or other
disposition of the shares covered by this prospectus by
Southridge. The Company will receive proceeds from the sale of
shares to Southridge. Southridge has committed to purchase up to
$5,000,000 worth of shares of our common stock over a period of
time terminating on the earlier of: (i) 18 months from the
effective date of the registration statement filed in connection
with the December Equity Purchase Agreement; or (ii) the date on
which Southridge has purchased shares of the Company's common
stock pursuant to the December Equity Purchase Agreement for an
aggregate maximum purchase price of $5,000,000.
The Company's common stock became eligible for trading on the
OTCQB on Sept. 6, 2012. The Company's common stock is quoted on
the OTCQB under the symbol "WEST". The closing price of the
Company's stock on Dec. 5, 2014, was $0.0179.
A copy of the Form S-1 prospectus is available for free at:
http://is.gd/e8TTFw
About Andalay Solar
Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems. In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel. This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim. In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent. This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel. A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.
Andalay Solar reported a net loss attributable to common
stockholders of $3.85 million on $1.12 million of net revenue for
the year ended Dec. 31, 2013, as compared with a net loss
attributable to common stockholders of $9.15 million on $5.22
million of net revenue in 2012.
Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company's significant operating losses and
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.
APPLIED MINERALS: Stockholders Elect 6 Directors
------------------------------------------------
The 2014 annual meeting of stockholders of Applied Minerals, Inc.,
was held on Dec. 10, 2014, at which the stockholders:
(1) elected John Levy, Robert Betz, Mario Concha, David Taft,
Ali Zamani, and Andre Zeitoun as directors;
(2) approved on an advisory basis the compensation of the
Company's executive officers; and
(3) ratified the appointment of EisnerAmper LLP as the
independent registered public accounting firm.
About Applied Minerals
New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications. The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere. Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.
Applied Minerals incurred a net loss of $13.06 million in 2013, a
net loss of of $9.73 million in 2012 and a net loss of $7.43
million in 2011.
As of June 30, 2014, Applied Minerals had $11.46 million in total
assets, $12.56 million in total liabilities and a $1.09 million
total stockholders' deficiency.
Bankruptcy Warning
"The Company has had to rely mainly on the proceeds from the sale
of stock and convertible debt to fund its operations. If the
Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, there is no
assurance that it will be able to raise funds through the sale of
equity or debt. If so, it may have to file bankruptcy," according
to the Company's 2013 Annual Report as filed with the U.S.
Securities and Exchange Commission.
APPLIED MINERALS: Files Presentation Materials With SEC
-------------------------------------------------------
Applied Minerals, Inc., on Dec. 10, 2014, uploaded a slide
presentation to its Web site discussing the current state of the
Company and expectations over the next several months. A copy of
this presentation is available for free at http://is.gd/aJlFgp
About Applied Minerals
New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications. The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere. Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.
Applied Minerals incurred a net loss of $13.06 million in 2013, a
net loss of $9.73 million in 2012 and a net loss of $7.43 million
in 2011.
As of June 30, 2014, Applied Minerals had $11.46 million in total
assets, $12.56 million in total liabilities and a $1.09 million
total stockholders' deficiency.
Bankruptcy Warning
"The Company has had to rely mainly on the proceeds from the sale
of stock and convertible debt to fund its operations. If the
Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, there is no
assurance that it will be able to raise funds through the sale of
equity or debt. If so, it may have to file bankruptcy," according
to the Company's 2013 Annual Report as filed with the U.S.
Securities and Exchange Commission.
ARRAY BIOPHARMA: Signs $20MM License Agreement With Oncothyreon
---------------------------------------------------------------
Array Biopharma, Inc., entered into a license agreement with
Oncothyreon Inc. on Dec. 12, 2014, pursuant to which Array has
granted Oncothyreon an exclusive license to develop, manufacture
and commercialize ONT-380, an orally active, reversible and
selective small-molecule HER2 inhibitor, according to a regulatory
filing with the U.S. Securities and Exchange Commission.
The License Agreement replaces and terminates the prior
Development and Commercialization Agreement under which
Oncothyreon and Array were jointly developing ONT-380, and going
forward, Oncothyreon will be solely responsible for all pre-
clinical and clinical development, regulatory and
commercialization activities relating to ONT-380.
Under the terms of the License Agreement, Oncothyreon has agreed
to pay Array an upfront fee of $20 million. In addition, if
Oncothyreon sublicenses rights to ONT-380 to a third party,
Oncothyreon will pay Array a percentage of any sublicense payments
it receives, with the percentage varying according to the stage of
development of ONT-380 at the time of the sublicense. If
Oncothyreon is acquired within three years of the effective date
of the License Agreement, and ONT-380 has not been sublicensed to
another entity prior to such acquisition, then the acquirer will
be required to make certain milestone payments of up to $280
million to Array, which are primarily based on potential ONT-380
sales. Array is also entitled to receive up to a double-digit
royalty based on net sales of ONT-380.
The License Agreement will expire on a county-by-country basis ten
years following the first commercial sale of the product in each
respective country, but may be terminated earlier by either party
upon material breach of the License Agreement by the other party
or the other party's insolvency, or by Oncothyreon on 180 days'
notice to Array. Oncothyreon and Array have also agreed to
indemnify the other party for certain of their respective
warranties and obligations under the License Agreement.
Pursuant to the terms of the License Agreement, Oncothyreon and
Array agreed to terminate the Development and Commercialization
Agreement, dated May 29, 2013, by and between Oncothyreon and
Array, pursuant to which the companies collaborated on the
development and commercialization of certain products utilizing
ONT-380 for the treatment of cancer, including breast cancer.
The License Agreement replaces the Collaboration Agreement, and
the termination of the Collaboration Agreement was effective on
the date the parties entered into the License Agreement. Array
did not incur any early termination penalties as a result of
termination of the Collaboration Agreement.
About Array Biopharma
Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases. Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma. In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.
The Company's balance sheet at Sept. 30, 2014, showed $135 million
in total assets, $173 million in total liabilities, and a
stockholders' deficit of $37.6 million.
"If we are unable to generate enough revenue from our existing or
new collaboration and license agreements when needed or to secure
additional sources of funding, it may be necessary to
significantly reduce the current rate of spending through further
reductions in staff and delaying, scaling back, or stopping
certain research and development programs, including more costly
Phase 2 and Phase 3 clinical trials on our wholly-owned or co-
development programs as these programs progress into later stage
development. Insufficient liquidity may also require us to
relinquish greater rights to product candidates at an earlier
stage of development or on less favorable terms to us and our
stockholders than we would otherwise choose in order to obtain up-
front license fees needed to fund operations. These events could
prevent us from successfully executing our operating plan and, in
the future, could raise substantial doubt about our ability to
continue as a going concern," according to the quarterly report
for the period ended Sept. 30, 2014.
ART AND ARCHITECTURE: Must Pay Obligations to Landlord
------------------------------------------------------
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California has determined that AERC Desmond's Tower,
LLC ("Landlord") is entitled to immediate payment of outstanding
obligations arising postpetition as required under Section
365(d)(3) of the Bankruptcy Code and under the terms of the Master
Lease.
The Landlord previously asked the Court to: (1) compel immediate
payment by Art and Architecture Books of the 21st Century of
outstanding obligations to the Landlord under the Master Lease
pursuant to Section 365(d)(3); (2) modify adequate protection
order based on the Debtor's contempt of court and other
developments subsequent to its entry.
The motion is opposed by the Debtor and the Official Committee of
Unsecured Creditors.
Judge Kwan opined that the termination of the Master Lease does
not preclude application of Section 365(D)(3). He ruled that the
Landlord is entitled to immediate payment of outstanding
obligations arising postpetition as required under Section
365(d)(3), including holdover rent, late charges, attorneys' fees,
and replacement parking losses incurred by the Landlord, but not
subtenant rents.
Because the Court has denied the Debtor's request for relief from
forfeiture and motion to assume lease, the Landlord's request to
modify the Adequate Protection Order so that any further
violations by the Debtor result in immediate surrender of the
Lease, appears to be moot because the Lease is terminated and not
assumable. However, Judge Kwan said, these rulings unless stayed
pending appeal apparently mean that the Debtor as tenant under the
Lease has no right to further possession, and the Landlord is
entitled to immediate possession of the premises.
Accordingly, Judge Kwan determines that fees of $1,717,020 reduced
by the specifically disallowed fees of $152,895, for a total of
$1,564,125, to be reasonable fees incurred by the Landlord through
March 31, 2014, for purposes of Section 365(d)(3).
Judge Kwan said that the Court has considered the Debtor's
specific objections and finds justifiable the remainder of the
fees for services reflected on the billing entries for counsel for
the Landlord. Accordingly, the Court concludes attorneys' fees of
$1,564,125 must be paid by the Debtor under Section 365(d)(3) as
an administrative claim for pre-rejection rent.
A full-text copy of the November 26, 2014 Memorandum Decision is
available at http://bit.ly/1DdpvE2from Leagle.com.
Art and Architecture Books of the 21st Century, dba Ace Gallery,
filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the
U.S. Bankruptcy Court for the Central District of California, Case
No. 13-14135. The petition was signed by Douglas Chrismas,
president. Judge Robert Kwan presides over the case. Joseph A.
Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves
as counsel. The Debtor reported $1 million to $10 million in
assets and $10 million to $50 million in debts.
AS SEEN ON TV: Robert DeCecco Quits From All Positions
------------------------------------------------------
Robert DeCecco resigned as an officer and from the board of
directors of As Seen on TV, Inc., and its subsidiaries on Dec. 5,
2014, according to a regulatory filing with the U.S. Securities
and Exchange Commission. Mr. DeCecco is not entitled to any
payments or benefits subsequent to his date of resignation.
About As Seen on TV
Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company. It identifies, develops, and markets consumer
products.
As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company. The
Merger Agreement was completed on April 2, 2014.
The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.
The Company's balance sheet at June 30, 2014, showed $39.83
million in total assets, $46.31 million in total liabilities,
$2.70 million in redeemable preferred stock, and a $9.18 million
total stockholders' deficiency.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014. The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.
Bankruptcy Warning
The Company stated the following statements in its quarterly
report for the period ended June 30, 2014:
"We have experienced losses from operations since our inception
and cannot predict how long we will continue to incur losses or
whether we ever become profitable. We have relied on a series of
private placements of secured and unsecured promissory notes; the
most recent promissory note sale was a senior secured promissory
note on April 3, 2014 in the amount of $10,180,000 whereby the
Company received net proceeds of approximately $8,400,000 after
debt issuance costs and original issuance discount.
"The Ronco is currently in default on $1,545,000 of its
outstanding 18% promissory notes. Ronco is also in default on its
1.5% Secured Promissory Note with a current outstanding balance of
$8,620,000; however, on March 7, 2014, Ronco and certain creditors
entered into a forbearance agreement whereby each creditor will
forbear from exercising its rights and remedies under the 1.5%
Secured Promissory Note for up to 1 year provided Ronco does not
default on the forbearance agreement.
"Currently, the Company does not have a line of credit to draw
upon. The Company's commitments and contingencies will either
utilize future operating cash flow or require the sale of debt or
equity securities to fulfil the commitments.
We have undertaken, and will continue to implement, various
measures to address our financial condition, including:
* Significantly curtailing costs and consolidating operations,
where feasible.
* Seeking debt, equity and other forms of financing, including
funding through strategic partnerships.
* Reducing operations to conserve cash.
* Deferring certain marketing activities.
* Investigating and pursuing transactions with third parties,
including strategic transactions and relationships.
There can be no assurance that we will be able to secure the
additional funding we need. If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code. These factors, among others, raise substantial
doubt about our ability to continue as a going concern. The
accompanying condensed consolidated financial statements do not
include any adjustments to the recoverability and classification
of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."
ASARCO LLC: Solicitor General, Ex-Judges Defend Bankruptcy Fees
---------------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
a U.S. Supreme Court case that could disrupt the professional fees
earned in bankruptcy cases has become a cause of concern to
federal government officials, former judges and lawyers from all
corners of the industry.
According to the report, in a batch of friend-of-the-court briefs
filed last week, parties that often have opposing interests in
bankruptcy cases uniformly urge the nation's high court to uphold
the rights of bankruptcy judges to award adviser fees as they see
fit. Specifically, the case -- a dispute between the law firm
Baker Botts LLP and its former client Asarco -- threatens the
ability of lawyers, financial advisers and others to be
compensated for the time spent defending against objections to
their own fee applications, the report related.
As previously reported by The Troubled Company Reporter on Oct. 3,
2014, Baker Botts disclosed that the Supreme Court granted its
petition for certiorari in Baker Botts L.L.P. v. ASARCO LLC,
No. 14-103. The lower courts unanimously found that Baker Botts'
extraordinary performance during the ASARCO bankruptcy directly
contributed to one of the most successful bankruptcies in the
history of the Bankruptcy Code, yet the firm was forced to incur
enormous costs defending its fee application, even though the
lower courts rejected all challenges to Baker Botts' core
compensation.
The TCR said in ASARCO's case, a bankruptcy judge in Texas said
Baker Botts, the lead counsel for ASARCO, deserved an additional
$5 million in fees and nearly half a million dollars in expenses
for defending against fee objections. Grupo Mexico, which
acquired ASARCO, appealed the judgment, but the bankruptcy judge's
ruling was upheld by the federal district court. At the Fifth
Circuit, ASARCO won, and Baker Botts appealed to the Supreme
COurt.
The case in the Supreme Court is Baker Botts LLP v. Asarco LLC,
14-103, U.S. Supreme Court (Washington).
About Asarco LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.
On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO. The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.
ASPEN GROUP: Grants Directors 100,000 Options
---------------------------------------------
Aspen Group, Inc., granted to each of its eight non-employee
directors 100,000 five-year options (exercisable at $0.2026). The
options vest in three equal annual increments with the first
vesting date being one year from the grant date, subject to
continued service as a director on each applicable vesting date,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.
About Aspen Group
Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management. On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc. On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive. On
March 13, 2012, the Company was recapitalized in a reverse merger.
Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education. Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.
Aspen Group incurred a net loss of $5.35 million for the year
ended April 30, 2014. The Company also reported a net loss of
$1.40 million for the four months ended April 30, 2013. The
Company reported a net loss of $6 million in 2012 as compared
with a net loss of $2.13 million in 2011.
As of Oct. 31, 2014, the Company had $5.36 million in total
assets, $3.49 million in total liabilities and $1.87 million in
total stockholders' equity.
ATI HOLDINGS: Moody's Lowers Rating on $445MM Secured Debt to B1
----------------------------------------------------------------
Moody's Investors Service downgraded ATI Holdings, Inc's upsized
$445 million senior secured credit facilities rating to B1 from
Ba3. The senior secured credit facilities consist of a $50 million
revolving credit facility due 2019, a $305 million first lien term
loan due 2020 and a new $140 million first lien term loan add-on
due 2020. At the same time, Moody's affirmed ATI's B2 Corporate
Family Rating and B2-PD Probability of Default Rating. The rating
outlook is stable.
The proceeds will be used to pre-fund pending acquisitions of $40
million, pay a special dividend to shareholders of $100 million
and cover transaction fees and expenses.
The lowering of the company's first lien term loan rating reflects
the increase in the amount of first lien term loan claim in the
capital structure and the corresponding decline in expected
recovery as determined in the application of Moody's Loss Given
Default Methodology.
ATI Holdings, Inc.
Ratings downgraded:
$50 million revolving credit facility expiring in 2017 to B1
(LGD 3) from at Ba3 (LGD 3)
$445 million first lien term loan (including proposed $140
million add-on) due in 2019 to B1 (LGD 3) from at Ba3 (LGD 3)
Ratings affirmed:
Corporate Family rating at B2
Probability of Default Rating at B2-PD
Ratings Rationale
The B2 Corporate Family Rating reflects ATI's high financial
leverage, its small revenue scale, a shareholder friendly
financial policy and significant geographic concentration in the
Midwest. Furthermore, Moody's is concerned that relatively low
barriers to entry could create longer-term risk. The rating also
reflects Moody's belief that the company will continue to pursue
an aggressive growth strategy, including acquisitions, which will
limit debt repayment.
Alternatively, the rating is supported by ATI's demonstrated track
record of solid revenue and EBITDA growth over the last several
years, even through the economic recession and despite its focus
on workers compensation cases (i.e. exposure to construction and
manufacturing industries). The rating is also supported by its
solid position within a highly fragmented market.
The stable outlook reflects Moody's expectation that the company
will continue to see positive operating results characterized by
strong margins and steady cash flow. Furthermore, Moody's believes
that cash flow will likely be used for additional growth, instead
of debt repayment and, the company will delever to about 5.5 times
over the next 12 months, primarily through EBITDA growth.
Although not likely in the near-term, an upgrade is possible
should ATI reduce and sustain adjusted debt to EBITDA below 5.0
times and significantly increase its scale. Additionally, Moody's
would need to see a continuation of strong cash flow metrics with
free cash flow to debt sustained around 8%.
The rating could be downgraded if the company increases debt to
EBITDA on a sustained basis above 7 times, either for acquisitions
or shareholder initiatives or if free cash flow to debt were to
become negative.
The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
ATI Holdings, Inc., headquartered in Bolingbrook, IL, is an
outpatient physical therapy and rehabilitation provider. The
company operates over 359 clinics in twelve states throughout the
upper Midwest and east coast. ATI is owned by financial sponsor's
KRG Capital Partners.
ATLANTIC CITY, NJ: Moody's Puts 'Ba1' GO Bond Rating on Review
--------------------------------------------------------------
Moody's Investors Service has placed the Ba1 general obligation
bond rating of Atlantic City, NJ under review for possible
downgrade. The Ba1 rating also carried a negative outlook.
Atlantic City's recently postponed bond sale of $140 million poses
significant budgetary, cash flow and balance sheet risk. The bond
sale was originally intended to finance $100 million of tax appeal
refunds from prior years and provide $40 million to fund tax
credits the city gave in place of property tax appeal refunds for
fiscal 2014. The city now plans to issue $40 million in notes by
the end of the year and sell $100 million of bonds during 2015.
The fiscal 2014 budget, which is less than 30 days away from
year's end, relies upon adequate market access for the $40 million
of notes. The 2014 budget also relies upon approximately $32
million of tax lien sale proceeds from unpaid Revel casino
property taxes. If these pending revenue sources do not come in as
planned, the city could face a $70 million shortfall, which is a
significant 27.6% of the city's budget. Moody's review will
consider the city's immediate liquidity challenges and its ongoing
cash flow needs relative to obligations. The review will also
consider final 2014 financial results and what plans the city puts
in place to address the fiscal 2015 budget gap. Moody's will
further consider unresolved casino property tax appeals, the
results of tax lien sales, and likely additional borrowing needs
to provide required current and future tax appeal refunds.
Several bills are currently being heard by the state legislature
that may provide some level of relief to the city. The state of
New Jersey maintains strong oversight to Atlantic City, which is a
positive credit factor. Atlantic city is currently under formal
state supervision; the Division of Local Government Services has
provided the city with a fiscal monitor. The division and city
have discussed cash flow assistance in the form of a loan if
needed. Moody's review will consider the passage of Atlantic City
aid bills and other assistance measures by the state. Moody's
expect to resolve Moody's review by mid-January.
AUXILIUM PHARMACEUTICALS: Meeting of Stockholders Set for Jan. 27
-----------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., has scheduled a special meeting of
its stockholders for 8:30 a.m. ET on Tuesday, Jan. 27, 2015, to
approve matters relating to the previously announced proposed
merger with Endo International plc.
Auxilium stockholders of record at the close of business on
Dec. 23, 2014, will be mailed the proxy statement/prospectus in
connection with the proposed merger and will be entitled to vote
at the special stockholder meeting. The proxy statement/
prospectus will be mailed to Auxilium stockholders on or about
Dec. 26, 2014.
The parties currently expect to complete the proposed merger
promptly following approval by the Auxilium stockholders, subject
to customary closing conditions.
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, $936 million in total liabilities and
$179 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 to 'CCC+'
following the announced restructuring program and a $50 million
add-on to its existing first-lien term loan.
BALTIMORE, MD: Moody's Affirms Ba1 Sr. & Ba2 Subordinated Rating
----------------------------------------------------------------
Moody's Investors Service has revised the outlook to stable from
negative and affirmed the Ba1 senior and Ba2 subordinate ratings
on the City of Baltimore (MD) Hotel Corporation's Convention
Center Hotel Revenue Bonds, Senior Series 2006A and Subordinate
Series 2006B. The senior lien bonds are outstanding in the amount
of $241.56 million and the subordinate lien bonds are outstanding
in the amount of $52.1 million. The bonds were originally issued
to finance the construction of a 756-bed Hilton hotel adjacent to
the convention center that opened in August 2008.
Summary Rating Rationale
The change in the outlook to stable from negative reflects the
stabilization of the hotel's operating margins and corresponding
financial metrics, as well as the improved cash flow
predictability moving forward as the economy continues to improve.
The ratings reflect the hotel's resilient, yet volatile financial
performance during the economic downturn and recovery of revenue
growth over the past three years. This performance evidences the
hotel's competitive position within its relatively stable, yet
highly competitive market. Although the hotel generally has
outperformed its competitive set in Baltimore, revenues continue
to fall short of the levels expected at the time of the initial
bond financing. The hotel's current operating performance
generates sufficient margin to cover the forecast maximum annual
senior debt service requirement for the life of the bonds, while
using support from the site specific hotel occupancy tax (HOT)
collections. While total margins may be lower than comparably
rated peers, the rating benefits from a more stable revenue
profile to the access to additional tax revenue. This city support
includes the site specific HOT collected at the property and the
ability to use up to $7 million of HOT collected city-wide that
must be appropriated from the city's budget annually, if needed.
The rating incorporates the hotel's maintenance of adequate
reserve levels. Although it was forced to access the Operating
Reserve in each of the past 3 years, the FF&E reserve has
increased by a corresponding amount keeping total reserves stable.
The subordinate lien rating also reflects the depletion of the $4
million operating reserve portion that supports that lien. In
addition, 50% of the debt service reserve fund is supported by an
$8.5 million surety policy provided by Syncora Guarantee Inc.
(ratings withdrawn), which Moody's believes now provides a
substantially lower level of credit protection.
Outlook
The stable outlook is based on Moody's view that the hotel's
stable operating and financial profile will continue. The hotel
has seen stability in its operating revenues with year-over-year
improvement in revenue per available room (RevPAR) in each of the
past five years, however cash flows remain below what is needed to
cover all annual debt service requirements without using the site
specific HOT tax support. Moody's expects the hotel will continue
to outperform its competitive set and will not need to use city-
wide HOT collections in the near term.
What Could Change the Rating -- UP
Hotel operating performance that generates margins sufficient to
cover debt service without full use of the site-specific HOT may
place positive pressure on the rating.
What Could Change the Rating -- DOWN
If the hotel's financial performance deteriorates and any city-
wide HOT collections are needed to meet operating and debt service
requirements; if operating performance declines to the point that
the hotel needs to access the $25 million Hilton guarantee
(reduced to $5 million in 2016), the rating could experience a
multi-notch downgrade.
Strengths
* High level of ongoing municipal support. Tax revenue available
could total over 65% or more of current senior lien debt
service
* Well positioned in a historically strong hospitality market
with demand augmented through the hotel's relationship and
proximity to the convention center
* Hilton brings substantial expertise, resources, and brand-name
recognition to the project, along with providing a substantial
financial guarantee
Challenges
* The project operates in a highly competitive market, with five
other high quality hotels located nearby, along with a number
of limited service hotels and several new properties expected
to be constructed in the coming years
* An increasing amount of HOT revenue will be required to cover
debt service as revenue performance will remain well below
expected levels and debt service requirements increase over
time
* Operating reserves have been expended to cover revenue
shortfalls and the reduced credit strength of the surety
policy providers for 50% of the senior lien debt service
reserve fund reduces that reserve's value to bondholders
* The hotel is dependent in large part on the convention
center's ability to compete successfully with convention
centers in other cities along the Eastern seaboard, an
increasingly crowded field.
BANK OF THE CAROLINAS: Amends 2013 Annual Report
------------------------------------------------
Bank of the Carolinas Corporation filed an amended annual report
on Form 10-K for the fiscal year ended Dec. 31, 2013, for the
purpose of revising Management's Report on Internal Control Over
Financial Reporting regarding management's assessment of the
effectiveness of the Company's internal control over financial
reporting and to revise the disclosure on the effectiveness of the
Company's disclosure controls and procedures and changes in the
Company's internal control over financial reporting.
Management assessed the effectiveness of the Company's internal
control over financial reporting as of Dec. 31, 2013, based on the
framework set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control?Integrated
Framework (1992). As included in Management's Report on Internal
Control Over Financial Reporting from our previously filed Annual
Report on Form 10-K for the year ended Dec. 31, 2013, management
concluded that, as of Dec. 31, 2013, the Company's internal
control over financial reporting was effective based on the
criteria established in Internal Control?Integrated Framework
(1992). Management subsequently determined that the material
weakness existed as of Dec. 31, 2013. As a result, management has
concluded that, as of Dec. 31, 2013, the Company's internal
control over financial reporting was not effective based on the
criteria established in Internal Control?Integrated Framework
(1992).
A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis.
Subsequent to the issuance of the consolidated financial
statements as of and for the year ended Dec. 31, 2013, an error
was identified that indicated a deficiency existed in the
Company's internal control over financial reporting. Management
concluded that, as of Dec. 31, 2013, there was a material weakness
in internal control over financial reporting because the Company's
internal control with respect to the review of the accounting for
income taxes and deferred taxes did not function effectively. The
Company's process for calculation of income taxes and deferred
taxes is as follows: The initial calculations are prepared by the
Company's chief financial officer. These calculations are then
subject to review by an outside consultant. However, management
did not utilize the consultant in connection with its original
calculation of income taxes and deferred taxes for the year ended
Dec. 31, 2013. As a result, the Company originally recorded a net
deferred tax asset of $3 million as of Dec. 31, 2013. This $3
million deferred tax asset was directly related to unrealized
losses in the Company's investment securities portfolio. In
connection with a regulatory examination in March and April of
2014, management conducted an evaluation as to whether the $3
million deferred tax asset related to losses in the available-for-
sale investment securities portfolio should be fully reserved. In
light of the views expressed by the banking regulators and the
fact that the Company's financial statements included a "going
concern" note, management concluded that the deferred tax asset
should have been fully reserved at Dec. 31, 2013. The error
resulted in a restatement of the Company's financial statements
for Dec. 31, 2013, to reflect a full reserve of the deferred tax
asset. The error was corrected prior to the filing of the
Company's Form 10-Q for the quarterly period ended March 31, 2014.
A full-text copy of the Form 10-K/A is available at:
http://is.gd/nypA9W
Resale of 458 Million Common Shares
The Company registered 458,132,991 shares of common stock for
resale from time to time by certain of its selling shareholders.
The Company will not receive any proceeds from the sale of these
securities. The Company is registering securities for resale by
the selling shareholders, but that does not necessarily mean that
they will sell any of the securities. The selling shareholders
will sell at prevailing market prices, or privately negotiated
prices.
The Company's common stock is currently quoted on the OTCQB
marketplace maintained by OTC Markets Group Inc., under the symbol
"BCAR." On Dec. 11, 2014, the last reported sales price for the
Company's common stock as reported on the OTCQB marketplace was
$0.50 per share.
A full-text copy of the Form S-1/A is available for free at:
http://is.gd/4IjHO2
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.
BC FUNDING: Roman's Bid to Dismiss Adversary Proceeding Denied
--------------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York denied Defendant Mercy Roman's motion
to dismiss the claims against her in the adversary proceeding
captioned BC Liquidating, LLC v. Lloyd J. Weinstein, The Weinstein
Group, P.C., Karen Sharf, Hunt Ashley Group, Inc., sometimes doing
business as Secret Gardens, Samantha Sharf, Mitchell C. Elman, The
Law Offices of Mitchell C. Elman, P.C., Tix Group, Ltd., Mercy
Roman, Andrew Muhlstock, Muhlstock & Associates, CPA's PLLC, Erica
Abramson, as trustee of BC Funding Holdings Trust, BC Funding
Holdings Trust, and Erica Abramson, as trustee of the Barry Sharf
2002 Trust and The Barry Sharf 2002 Trust, Case No. 814-8082-REG.
The Plaintiff in these proceedings is BC Liquidating, LLC, an
entity established pursuant to BCF's confirmed Chapter 11 plan for
the purpose of liquidating and distributing assets of the BCF
bankruptcy estate, including certain causes of action, for the
benefit of BCF's creditors.
The Plaintiff asserts in this case a variety of claims against
multiple defendants "alleging that they engaged in a massive fraud
orchestrated by BCF's CEO, Barry Sharf, to loot the assets of BCF
eventually leading the company into bankruptcy."
As to Ms. Roman, the Complaint alleges that "Roman served as an
assistant to Barry Sharf at BCF and functioned as a bookkeeper for
BCF, inter alia, creating and maintaining BCF's financial books
and records." The Complaint adds that Ms. Roman "actively
assisted Sharf and participated in the scheme by concealing []
fraudulent transactions, cash embezzlement, money laundering and
other thefts perpetrated by Sharf and his family, friends and
counsel, as above stated, from the investors in BCF by: (a)
misclassifying such transfers on BCF's general ledger, accounting
software, QuickBooks; (b) reconciling, through false and
misleading entries, BCF's QuickBooks, ledgers with BCF's financial
records and bank statements; and (c) using the mails and wires
(sic) transfers to transfer funds as directed or requested by
Sharf in furtherance of the scheme."
Acting pro se, Ms. Roman filed a motion to dismiss the claims
against her. In the motion, she says she was Mr. Sharf's
assistant and office manager, not a bookkeeper as alleged in the
Complaint, although she did aid the accountants during a time of
transition. She says that she had limited access to the company's
records; that she only followed orders and instructions given to
her by Mr. Sharf; and she had no knowledge of any fraudulent
scheme. She also explains that one of her "main functions in the
office was to monitor any money collected from the automated
system used to record daily the activity of all merchants, [and].
. review numbers and daily transactions in order to compare, match
up with the daily reports, and distribute any money due to
syndicators on deals participated." She also explains that she
had no authority to effectuate any transfers between accounts
without Mr. Sharf's approval.
Ms. Roman's "motion to dismiss" presents her defenses to the
claims against her and a refutation of the facts alleged the
Complaint. Although the facts presented by Ms. Roman may
ultimately be bourne out at trial, factual disputes and the
assertion of defenses are not a basis upon which to grant a motion
to dismiss at such an early stage of a case, Judge Grossman
opined.
A full-text copy of the Memorandum Decision dated December 1,
2014, is available at http://bit.ly/1uEEEoJfrom Leagle.com.
BC Funding LLC, doing business as BankCard Funding, a credit-card
processor and provider of merchant cash advances, filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 12-71471) on March 13, 2012,
in Central Islip, New York.
BC FUNDING: Sharf's Bid to Junk Two Adversary Proceedings Denied
----------------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York denied Barry Sharf's motion to
dismiss the claims against him in two adversary proceedings: (1)
BC Liquidating, LLC v. Barry Sharf, Case No. 814-8083-REG, and (2)
BC Liquidating, LLC v. Barry Sharf, Case No. 814-8084-REG.
The complaints against Mr. Sharf in these proceedings are
identical. One was filed in his individual Chapter 7 bankruptcy
case (Bankr. E.D.N.Y. Case No. 813-71909-REG), and the other in
the corporate Chapter 11 case of BC Funding LLC (Bankr. E.D.N.Y.
Case No. 812-71471-REG).
The Plaintiff in these proceedings is BC Liquidating, LLC, an
entity established pursuant to BCF's confirmed Chapter 11 plan for
the purpose of liquidating and distributing assets of the BCF
bankruptcy estate, including certain causes of action, for the
benefit of BCF's creditors.
In the complaint, the Plaintiff seeks (a) to determine that Mr.
Sharf's debt to the Plaintiff in the approximate amount of $7
million dollars stemming from his alleged fraud and looting of the
corporate debtor, BCF, based on alleged violations of the
Racketeer Influenced and Corrupt Organizations Act, breach of
fiduciary duty and conversion of BCF assets, is non-dischargeable
pursuant to the Bankruptcy Code relying on his status as an
insider of BCF, to deny his discharge for his actions in
connection with the BCF Case, and (c) if his individual discharge
is denied, then to recover allegedly fraudulent and preferential
transfers made to him from BCF assets within the applicable reach
back periods.
In a related adversary proceeding against multiple defendants
(Case No. 14-8082, the "RICO Complaint"), the Plaintiff has
alleged that Mr. Sharf, in concert with those defendants (the
"RICO Defendants"), masterminded a scheme to fraudulently elicit
investments of over $7 million from third parties that while
ostensibly for BCF were really intended to be used by Mr. Sharf
and the RICO Defendants for their personal gain. The Plaintiff
alleges that he and the RICO Defendants then diverted BCF assets
through the escrow account of BCF's lawyer to numerous affiliated
or controlled entities where the funds were then distributed for
the personal benefit of Mr. Sharf and the RICO Defendants to the
detriment of BCF.
A full-text copy of the Memorandum Decision dated December 1,
2014, is available at http://bit.ly/12U60zwfrom Leagle.com.
BC Funding LLC, doing business as BankCard Funding, a credit-card
processor and provider of merchant cash advances, filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 12-71471) on March 13, 2012,
in Central Islip, New York.
BERNARD L. MADOFF: Trustee's Clawback Powers Remain Limited
-----------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that, in a 24-page decision handed down on Dec. 8, the U.S. Court
of Appeals for the Second Circuit affirmed a ruling by U.S.
District Judge Jed Rakoff that payments Bernard L. Madoff
Investment Securities LLC made to customers are the type of
securities-related payments shielded from recovery by Section
546(e) of the Bankruptcy Code.
According to the report, as a consequence of the securities safe
harbor being applicable to constructive-fraud claims under the
Bankruptcy Code as well as all New York state law claims for
avoidance, the fraudulent-transfer suits initiated by Irving
Picard, the trustee for BLMIS, can reach back only two years
before bankruptcy, not the six provided for under the state's law,
and recovery is limited to those transfers made with actual intent
to defraud creditors.
The appeal is Picard v. Ida Fishman Revocable Trust (In re Bernard
L. Madoff Investment Securities LLC), 12-2557, U.S. Court of
Appeals for the Second Circuit (Manhattan).
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014. Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC. More
than 1,100 victims have already recovered the full principal they
lost in the fraud.
As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.
BINDER & BINDER: Disability Benefits Firm Considering Chapter 11
----------------------------------------------------------------
Sara Randazzo and Damian Paletta, writing for Daily Bankruptcy
Review, reported that Binder & Binder, one of the U.S.'s largest
Social Security disability firms, is preparing for a possible
Chapter 11 bankruptcy filing, people familiar with the matter
said, faced with roughly $40 million in debt and shrinking demand
for its services as government scrutiny tighten.
According to the report, citing one of the people familiar with
the situation, Binder & Binder, founded by brothers Harry and
Charles Binder, is working with law firm Lowenstein Sandler and
turnaround firm Development Specialists Inc. to prepare a Chapter
11 filing.
BLACK ELK: Moody's Withdraws Caa3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has withdrawn all of Black Elk Energy
Offshore Operations, LLC's (BEE) ratings as well as its negative
outlook. The withdrawn ratings include BEE's Caa3 Corporate Family
Rating, Caa3-PD Probability of Default Rating, Caa3 senior secured
note rating and SGL-4 Speculative Grade Liquidity Rating.
Issuer: Black Elk Energy Offshore Operations, LLC
Withdrawals:
Corporate Family Rating, Withdrew Caa3
Probability of Default Rating, Withdrew Caa3-PD
Senior Secured Rating, Withdrew Caa3 (LGD3)
Speculative Grade Liquidity Rating, Withdrew SGL-4
Outlook Action:
Withdrew Negative
Ratings Rationale
The withdrawals were done for Moody's own business reasons.
Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.
BLACKSANDS PETROLEUM: Al Conrad Kerr Appointed to Board
-------------------------------------------------------
The Board of Directors of Blacksands Petroleum, Inc., increased
the size of the Board by one member and appointed Al Conrad Kerr,
Jr., as a director effective Dec. 5, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.
Mr. Kerr is a senior energy professional with over 30 years of
diversified experience in the natural gas, LNG, power generation,
exploration and production industries in Africa, Asia, the Middle
East and North America. His experience includes international
business development, project execution and marketing as well as
strategy planning. Since January 2011, Mr. Kerr has served as the
vice president of Pacific LNG Operations Ltd. in Singapore, a
natural gas exploration company. Between June 2009 through
January 2011, Mr. Kerr was a Principal of Caribbean LNG (Jamaica)
Limited, a company working to develop natural gas distribution in
Jamaica. Previously, Mr. Kerr was a managing director - Head of
Global LNG at Merrill Lynch Commodities Inc. (2007 - 2009). Mr.
Kerr previously worked for Mobil and ExxonMobil (1996 - 2007),
Tenneco Gas Company (1994 - 1996), TransAlta Utility Corp. (1992 -
1994), Stewart and Stevenson Corporation (1986 - 1992) and Koomey
Incorporated (1980 - 1985).
Mr. Kerr has a Bachelor's Degree in Business Administration from
the University of Texas. Mr. Kerr was previously an Officer in
the U.S. Merchant Marines with a Captain's License from the United
States Coast Guard.
About Blacksands Petroleum
Blacksands Petroleum, Inc., is engaged in the exploration,
development, exploitation and production of oil and natural gas.
The Company focuses on the acquisition and development of
conventional and unconventional oil and gas fields in North
America.
The Company's balance sheet at July 31, 2014, showed $4.99 million
in total assets, $10.6 million in total liabilities, and a
stockholders' deficit of $5.59 million.
"[T]he Company has incurred an accumulated deficit of $31,163,719
through July 31, 2014. In addition, at July 31, 2014, the Company
had a working capital deficit of $3,620,277, a stockholders'
deficit of $5,585,789 and cash and cash equivalents of $719,586.
"The current rate of cash usage raises substantial doubt about the
Company's ability to continue as a going concern, absent the
raising of additional capital, restructuring or extending the
terms on its current debt and/or additional significant revenue
from new oil production," the Company stated in its quarterly
report for the period ended July 31, 2014.
BON-TON STORES: Incurs $11 Million Net Loss in Third Quarter
------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $11 million on $659 million of net sales and other
income for the 13 weeks ended Nov. 1, 2014, compared with a net
loss of $931,000 on $667 million of net sales and other income for
the 13 weeks ended Nov. 2, 2013.
For the 39 weeks ended Nov. 1, 2014, the Company reported a net
loss of $78.7 million on $1.85 billion of net sales and other
income compared to a net loss of $64.9 million on $1.89 billion of
net sales and other income for the 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 $48.7 million in total
shareholders' equity.
At Nov. 1, 2014, the Company had $7.5 million in cash and cash
equivalents and $313 million available under the Company's Second
Amended Revolving Credit Facility (before taking into account the
minimum borrowing availability covenant under such facility).
Excess availability was $361 million as of the comparable prior
year period. The unfavorable excess availability comparison
primarily reflects increased direct borrowings to support current
year operations.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/KESaGy
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 $21.6 million for the year
ended Feb. 2, 2013, and a net loss of $12.1 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.
BRAND ENERGY: Bank Debt Trades at 3% Off
----------------------------------------
Participations in a syndicated loan under which Brand Energy &
Infrastructure Services is a borrower traded in the secondary
market at 96.95 cents-on-the-dollar during the week ended Friday,
Dec. 12, 2014, according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal. This
represents a decrease of 1.77 percentage points from the previous
week, The Journal relates. Brand Energy & Infrastructure pays 375
basis points above LIBOR to borrow under the facility. The bank
loan matures on November 12, 2020, 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.
BUCCANEER RESOURCES: Plan Confirmation Hearing Moved to Dec. 22
---------------------------------------------------------------
The Bankruptcy Court continued until Dec. 22, 2014, at 9:30 a.m.,
the hearing to consider the confirmation of the First Amended
Joint Plan of Reorganization, as modified, for Buccaneer
Resources, LLC.
The Court also directed counsel for Cook Inlet and AIX Energy to
file necessary settlement disclosures by Dec. 15, at 5:00 p.m.
The Court found that the reservation of objections to confirmation
is not prejudiced by failure to proceed.
The Chapter 11 Plan
As reported in the Troubled Company Reporter on Nov. 13, 2014,
U.S. Bankruptcy Judge David R. Jones has conditionally approved
Buccaneer's First Amended Disclosure Statement and Plan of
Reorganization dated Nov. 5, 2014.
The Debtors' assets are being marketed for sale with the
assistance of a sales agent based on prior authorization from the
Court. The Debtors anticipate that the majority of their oil and
gas properties and interests will be sold at an auction to be held
prior to the hearing on the Plan. The Plan will not become
effective until after the closing of this sale. The proceeds of
the sale will be distributed pursuant to a settlement agreement
between the Debtors, the Committee and the secured lender to the
Debtors approved by the Bankruptcy Court on Sept. 2, 2014. Among
other things, a Settlement Payment of $10,000,000 will be funded
for the benefit of the Debtors' creditors pursuant to the Plan.
The Plan provides for the creation of a Liquidating Trust for the
benefit of Holders of Allowed Priority Unsecured Tax Claims,
Priority Unsecured Non-Tax Claims, General Unsecured Claims,
Subordinated Claims, and Equity Interests. The Plan also proposes
the creation of a Post-Confirmation Committee to monitor the
administration of the Liquidating Trust. The expenses of
collection, prosecution and administration will be paid from the
trust assets.
The Plan is also premised on the substantive consolidation of the
Debtors' estates solely for purposes of voting and making
distributions.
Objections
In a limited objection to the Amended Plan, AIMM Technologies,
Inc. and All American Oilfield Associates, LLC, requested that the
Plan (or the proposed confirmation order) make clear (i) that any
ACES interests transferred to the Liquidating Trust will remain
subject to the objectors' superior interests and rights in those
ACES interests; and (ii) that the objectors' property rights in
the ACES interests will be preserved in their entirety
notwithstanding the Plan's "free and clear" language.
In addition, the objectors also request that the Plan require
the Debtors to submit ACES applications to State of Alaska for all
amounts associated with any unpaid prepetition goods and services
the objectors provided to the Debtors -- so as to preserve the
objectors' rights and interests in the associated ACES interests.
Cook Inlet Region, Inc., an Alaska Native regional corporation, a
creditor and party-in-interest, in its objection, said that the
Plan is premised on the substantive consolidation of the Debtors
for essentially all purposes. It claims that substantive
consolidation is an extreme and unusual remedy that must rarely be
granted, and only following a fact-intensive evaluation by the
Court.
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: BlackRock Gives Up Leadership Role
---------------------------------------------------------
Matt Jarzemsky and Matt Wirz, writing for Daily Bankruptcy Review,
reported that BlackRock Inc. gave up its leadership role in
negotiating a debt-restructuring plan for Caesars Entertainment
Corp.'s largest unit, people familiar with the matter said,
prompting the disclosure of hundreds of pages of documents about
confidential discussions with the casino giant in the latest twist
in the complicated and high-stakes talks.
According to the report, citing people familiar with the matter,
BlackRock, the world's largest asset manager, stepped down from a
steering committee of senior bondholders because it deemed a
tentative deal Caesars reached with the bondholder group
unsatisfactory for holders of Caesars's loans, which BlackRock
also holds in some of its funds.
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 $24.5 billion in
total assets, $28.20 billion in total liabilities and a
$3.71 billion total deficit.
* * *
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'.
In May 2014, Moody's Investors Service affirmed the Caa3 corporate
family rating and Caa3-PD probability of default ratings. The
negative rating outlook reflects Moody's view that CEOC will
pursue a debt restructuring in the next year. Ratings could be
lowered if CEOC does not take steps to address it unsustainable
capital structure. Ratings improvement is not expected unless
there is a significant reduction in CEOC's $18 billion debt load.
CAESARS ENTERTAINMENT: In Talks Regarding Potential Restructuring
-----------------------------------------------------------------
As described in its 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 and CEOC's 9% senior secured notes due 2020 and
certain beneficial holders of 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.
The NDAs with all of the First Lien Bank Lenders and one First
Lien Bondholder have expired and the Non-Extending Creditors have
independently released information from their discussions with CEC
and CEOC. Discussions with the First Lien Bank Lenders had
progressed and CEC and CEOC believed an oral agreement in
principle had been reached between certain parties, which was
contingent on, among other things, CEOC and CEC reaching an
economic deal with the First Lien Bondholders that the First Lien
Bank Lenders found acceptable. The First Lien Bank Lenders state
in their press release that an agreement has not been reached with
the First Lien Bondholders on the terms of a Restructuring that
are acceptable to the First Lien Bank Lenders.
A summary of an oral agreement in principle which the First Lien
Bank Lenders believe that they had reached with the Company is
available for free at http://is.gd/856pWA
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 $24.5 billion in
total assets, $28.20 billion in total liabilities and a
$3.71 billion total deficit.
* * *
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'.
In May 2014, Moody's Investors Service affirmed the Caa3 corporate
family rating and Caa3-PD probability of default ratings. The
negative rating outlook reflects Moody's view that CEOC will
pursue a debt restructuring in the next year. Ratings could be
lowered if CEOC does not take steps to address it unsustainable
capital structure. Ratings improvement is not expected unless
there is a significant reduction in CEOC's $18 billion debt load.
CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 9% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
91.15 cents-on-the-dollar during the week ended Friday, Dec. 12,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
a decrease of 1.60 percentage points from the previous week, The
Journal relates. Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures
on April 2, 2021, and carries Moody's B2 rating and Standard &
Poor's B+ rating. The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.
CENGAGE LEARNING: Incremental Debt No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service says on December 8, 2014, the parent
holding company of Cengage Learning Acquisitions, Inc. announced
plans for a $350 million special dividend to be funded with a new
$300 million incremental term loan and an estimated $58 million in
cash to cover the remaining $50 million plus transaction related
fees and expenses. Although the distribution is credit negative
and positions Cengage weakly in the B2 rating, the company's
operating performance is ahead of Moody's base case scenario and
the incremental debt does not have an immediate impact on the
company's ratings, including the B2 Corporate Family Rating, B2-PD
Probability of Default Rating, and B2 on the existing 1st lien
senior secured credit facility. The stable rating outlook remains
unchanged.
Ratings Rationale
Cengage's B2 CFR reflects Moody's expectation for low single digit
percentage declines in enrollment levels for U.S. institutions of
higher education, consumer focus on containing education costs,
competition among leading players especially as the market
transitions to digital services from traditional learning
materials, and event risk related to ownership by financial
sponsors. Ratings incorporate the company's high leverage with
4.6x debt-to-EBITDA pro forma for the proposed incremental term
loan (including Moody's standard adjustments and cash pre-
publication costs as an expense) with the potential to improve to
the low 4x range over the next 12 months, absent additional debt
funded distributions, with mid single digit percentage free cash
flow-to-debt or better.
Moody's expects lower sales of traditional print learning
materials will continue to be offset by gains in digital revenue.
Since emerging from bankruptcy, the company has exceeded Moody's
base case forecasts for revenue and post-plate EBITDA. Looking
forward, Moody's believe Cengage will be able to maintain good
EBITDA margins supported by continuing cost controls and generate
sufficient free cash flow to reduce debt balances as well as
improve leverage and free cash flow ratios. Ratings are supported
by Cengage's market position as one of the three leading
competitors in the U.S. higher education publishing industry with
a broad range of product offerings, strengths in Business
Education and Computing, as well as long term relationships with
recognized authors and customers. Given reduced debt service post-
emergence, the company has greater financial flexibility to invest
in growth and will be able to defend its market share as higher
education publishing continues to shift to digital offerings from
traditional textbooks and learning materials. This transition
comes with risk, however, given declining enrollment levels and as
competitors including Pearson plc (Baa1 negative) look to take
advantage of significant and broad investments to gain share,
which could pressure smaller publishers, including Cengage. There
are also challenges from new providers of digital offerings who
may emerge as qualified competitors in one or more business
segments or gain meaningful distribution after being acquired.
Moody's also believes controlling shareholders will look for
additional distributions as cash builds up or leverage declines.
Under Moody's updated base case forecast, Moody's expect Cengage
will have adequate liquidity over the next 12 months with at least
$70 million of cash balances and a minimum of $130 million
borrowing capacity under its $250 million ABL revolver.
The stable outlook reflects Moody's belief that, despite declining
print revenue in the domestic higher education segment, Cengage
will be able to maintain its market share for key business
segments resulting in debt-to-EBITDA remaining below 4.75x
(including Moody's standard adjustments and cash pre-publication
costs as an expense). The outlook also incorporates Moody's
expectation that Cengage will maintain at least adequate liquidity
with no significant drawdowns under the revolver over the next 12
months providing the company some flexibility to execute its
operating strategies. Moody's also assume in the stable rating
outlook that a portion of excess cash will be used to reduce debt
balances or fund investments and that there could be additional
cash dividends (including permitted distributions from a portion
of proceeds from certain asset sales). Ratings could be downgraded
if declining enrollments, competitive pressures, or additional
debt funded distributions, lead to Cengage being unable to track
revenue or EBITDA expectations resulting in debt-to-EBITDA being
sustained above 4.75x (including Moody's standard adjustments and
cash pre-publication costs as an expense). Ratings could also be
downgraded if liquidity were to weaken due to significant revolver
usage or free cash flow-to-debt falling below mid single digit
percentages. Ownership by financial sponsors and the likelihood of
additional distributions pressure debt ratings, but Moody's could
consider a rating upgrade if U.S. enrollment levels stabilize and
if Cengage is able to consistently grow revenue and maintain its
market share. The company would also need to demonstrate EBITDA
growth resulting in leverage ratios being sustained comfortably
below 3.25x, and Moody's would need to expect that liquidity will
remain good with cash balances being more than sufficient to cover
outflows including seasonal working capital swings and with free-
cash flow-to-debt being sustained in the low to mid double-digit
percentage range or better.
The principal methodology used in this rating was Global
Publishing Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Cengage Learning Acquisitions, Inc. is a provider of learning
solutions, software and educational services for the higher
education, research, school, career, professional, and
international markets. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company filed for Chapter 11 bankruptcy
protection in 2013 and emerged in March 2014 with significantly
reduced debt levels. Cengage exited with $1.75 billion of funded
debt, significantly reduced from $5.8 billion largely related to
the 2007 leveraged buyout for $7.3 billion by Apax Partners and
OMERS Capital Partners from Thomson Reuters Corporation. Large
shareholders currently include Apax Partners, KKR and Searchlight
Capital as well as other creditors who became shareholders upon
exit. Revenue for the 12 months ended September 30, 2014 totaled
roughly $1.7 billion.
CENGAGE LEARNING: S&P Affirms 'B' CCR on Shareholder Dividend
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Boston-based Cengage Learning Holdings II Inc.
The outlook is stable.
In addition, S&P affirmed its 'B+' issue-level rating on Cengage's
$2.05 billion first-lien term loan due 2020 (including the $300
million incremental term loan). The '2' recovery rating remains
unchanged, indicating S&P's expectation for substantial (70%-90%)
recovery for lenders in the event of a payment default.
S&P's corporate credit rating on Cengage reflects the company's
narrow business focus, increased competition within the
educational textbook industry, weak credit metrics, and an
aggressive financial policy.
The ratings reflect S&P's view that Cengage, along with the rest
of the U.S. higher education publishing business, faces
competitive risks related to the growth of the rental textbook
market and online used book retailers, which have increased the
availability of discounted used books. Cengage, the second
largest U.S. college textbook publisher, lacks the breadth of
business and financial resources of Pearson PLC, the market
leader, which has a commanding position in digital learning
solutions. S&P believes Cengage's sales to for-profit educational
institutions will continue to decline because buyers are
experiencing enrollment pressures as a result of tighter
regulation of marketing practices. In addition, S&P anticipates
that state and local government funding pressures will continue to
hamper the company's library reference and school publishing
businesses. The company is implementing cost saving measures and
has shown progress in building digital revenues, but S&P believes
performance could deteriorate if the company's digital revenue
growth stalls and efforts to introduce new products are
unsuccessful. These factors support S&P's "weak" business risk
assessment of the company.
"We view the company's financial risk profile as "highly
leveraged," given the company's weak credit metrics and aggressive
financial policy. We expect pro forma leverage under the revised
capital structure to increase to around 5x at the transaction's
close, from 4.3x as of Sept. 30, 2014. Cengage is owned by
private equity sponsors who are taking a debt-financed dividend
less than nine months after Cengage emerged from bankruptcy.
Though leverage is at the lower end of the indicative range for a
"highly leveraged" financial risk profile of 5x or above, if
operating performance declines it could result in increased
leverage. Also, it is probable that additional debt-financed
dividends, share repurchases, or acquisitions will offset any
significant improvement in credit metrics from sales or profit
growth," S&P said.
The stable outlook reflects S&P's expectation for healthy free
operating cash flow over the next 12 months, and that debt
leverage will remain in the 5x area, but gradually improve through
modest EBITDA growth.
CFG HOLDINGS: S&P Affirms B+ Rating on $178MM 7-Yr. Senior Notes
----------------------------------------------------------------
As previously announced on Dec. 10, 2014, Standard & Poor's
Ratings Services affirmed its 'B' issuer credit rating on CFG
Holdings, Ltd. (CFGLTD). At the same time, S&P affirmed its 'B+'
debt rating on the $178 million seven-year senior secured notes
co-issued by CFGLTD and its Delaware-based subsidiary CFG Finance
LLC (not rated). The outlook on the issuer credit rating remains
stable.
S&P's ratings on CFGLTD reflect its "moderate" business position,
"very strong" capital and earnings, "moderate" risk position, and
"moderate" funding and liquidity.
The 'B+' rating on the $178 million senior secured notes is based
on an unconditional and irrevocable guarantee by Caribbean
Financial Group Holdings L.P. (CFGLTD's parent), Caribbean
Financial Group Inc. (an affiliate of CFGLTD), and CFGLTD's
existing and future subsidiaries, subject to certain exceptions.
The rating on the notes reflects the creditworthiness of the
consolidated operating subsidiaries, while the rating on CFGLTD
reflects its status as a non-operating holding company.
"We initially set the anchor for finance companies three notches
below the anchor for banks in the same country to reflect the
typical lack of central bank access, lower regulatory oversight,
and higher competitive risk for finance companies relative to
banks. We may modify that standard three-notch adjustment for
finance companies in countries or in sectors where these
differences do not exist or are less pronounced (i.e. the finance
company can access funding from the central bank, are regulated to
some degree, or have unique competitive positions, such as
monopolistic or oligopolistic businesses). For the analysis of
CFGLTD, we use an anchor of 'bb-', reflecting the company's
blended economic risk stemming from its operations in Panama
and various Caribbean countries. The anchor is also three notches
below the weighted average of the bank anchor of the countries
where the company has its largest loan portfolio exposures --
Panama, Trinidad & Tobago, Aruba, and other economies in the
Caribbean," S&P said.
CUBIC ENERGY: Amends Q3 2013 Quarterly Report
---------------------------------------------
Cubic Energy, Inc., had amended its quarterly report for the
period ended Sept. 30, 2013, to give effect to a change in
accounting for warrants at fair value. The Wells Fargo Energy
Capital, Inc., warrants have been restated for the quarter ended
Sept. 30, 2013, at their fair value. The WFEC warrants include
certain anti-dilution provisions, which provide for exercise price
adjustments in the event that any common stock equivalents are
issued at an effective price per share that is less than the
exercise price of the warrants. The Company recorded the fair
value of these warrants as of July 1, 2013, as an out of period
adjustment to income and a corresponding liability.
Cubic Energy reported a revised net loss available to common
shareholders of $4.88 million for the three months ended Sept. 30,
2013, compared to a net loss of $2.61 million for the same period
in 2013.
The Company's restated balance sheet at Sept. 30, 2013, showed
$19.5 million in total assets, $37.3 million in total liabilities
and a $17.8 million total stockholders' deficit. The Company
previously reported that as of Sept. 30, 2013, it had
$19.5 million in total assets, $35.3 million in total liabilities
and a $15.8 million total stockholders' deficit.
A full-text copy of the Form 10-Q/A is available for free at:
http://is.gd/K9UWWF
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 $12.5 million for the year
ended June 30, 2012, and a net loss of $10.3 million
for the year ended June 30, 2011.
As of Sept. 30, 2014, the Company had $121 million in total
assets, $124 million in total liabilities, $988 in redeemable
preferred stock, and a $2.27 million total stockholders' deficit.
CTI BIOPHARMA: Court Sets Trial Date for "Gilbert" Litigation
-------------------------------------------------------------
As CTI BioPharma Corp. previously disclosed in its quarterly
report on Form 10-Q for the period ended Sept. 30, 2014, filed
with the U.S. Securities and Exchange Commission on Oct. 31, 2014,
the director defendants in the matter Lopez & Gilbert v. Nudelman,
et al., Case No. 14-2-18941-9 SEA, had moved to dismiss the
complaint in the matter in September 2014. On Dec. 5, 2014, the
court determined not to grant that motion. The trial date is
currently set for Aug. 24, 2015.
In July 2014, Joseph Lopez and Gilbert Soper, shareholders of the
Company, filed a derivative lawsuit purportedly on behalf of the
Company, which is named a nominal defendant, against all current
and one past member of the Company's Board of Directors in King
County Superior Court in the State of Washington. The lawsuit
alleges that the directors exceeded their authority under the
Company's 2007 Equity Incentive Plan by improperly transferring
4,756,137 shares of the Company's common stock from the Company to
themselves. It alleges that the directors breached their
fiduciary duties by granting themselves fully vested shares of
Company common stock, which the plaintiffs allege were not among
the six types of grants authorized by the Plan, and that the non-
employee directors were unjustly enriched by these grants. The
lawsuit also alleges that from 2011 through 2014, the non-employee
members of the Board of Directors granted themselves grossly
excessive compensation, and in doing so breached their fiduciary
duties and were unjustly enriched. Among other remedies, the
lawsuit seeks a declaration that the specified grants of common
stock violated the Plan, rescission of the granted shares,
disgorgement of the compensation awards to the non-employee
directors from 2011 through 2014, disgorgement of all compensation
and other benefits received by the defendant directors in the
course of their breaches of fiduciary duties, damages, an order
for certain corporate reforms and plaintiffs' costs and attorneys'
fees. Because the complaint is derivative in nature, it does not
seek monetary damages from the Company.
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.
"We believe that our present financial resources (including the
$17.8 million we received in October 2014 under the Servier
Agreement), together with additional milestone payments projected
to be received under certain of our contractual agreements, our
ability to control costs and expected net contribution from
commercial operations in connection with PIXUVRI, will only be
sufficient to fund our operations into the third quarter of 2015.
This raises substantial doubt about our ability to continue as a
going concern," the Company disclosed in its quarterly report on
Form 10-Q for the period ended Sept. 30, 2014.
CRUNCHIES FOOD: Proofs of Claims Due at End of January
------------------------------------------------------
The Bankruptcy Court entered an order providing that the claims
bar date for prepetition claims will be 60 days from the Dec. 2,
2014 order.
The Debtor is represented by:
David L. Neale, Esq.
J.P. Fritz, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Blvd., Suite 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Fax: (310) 229-1244
E-mail: DLN@LNBYB.COM
JPF@LNBYB.COM
About Crunchies Food Company
Crunchies Food Company filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 14-bk-11776) in Santa Barbara,
California, on Aug. 15, 2014. The case is assigned to Judge
Peter Carroll.
The Debtor has tapped David L. Neale, Esq., at Levene Neale Bender
Rankin & Brill LLP, in Los Angeles, serves as counsel. For its
legal services, the firm has agreed to accept $50,000. Silver Law
Group, P.C. acts as special corporate counsel.
The U.S. Trustee for Region 16 has appointed four creditors to
serve in the official unsecured creditors committee in the
Debtor's case. Sheppard, Mullin, Richter & Hampton LLP acts as
the panel's counsel.
CURTIS JOHNSON: Bid to Void Judgment in Suit vs. BofA Denied
------------------------------------------------------------
Judge Dee Benson of the U.S. District Court for the District of
Idaho denied a motion to void order granting summary judgment or,
in the alternative, to reconsider order filed by Curtis W. Johnson
and Carol Z. Johnson in their lawsuit against Bank of America,
N.A., et al. Judge Benson also ruled that the Plaintiffs' ex
parte motion to reopen case is moot.
The case is Curtis W. Johnson and Carol Z. Johnson, husband and
wife, v. Bank of America, N.A., et al., Case No. 1:11-CV-0042, in
the District of Idaho.
The Plaintiffs assert that the District Court's September 16, 2014
Order granting summary judgment in favor of the Defendants is
void. Specifically, the Plaintiffs contend the Order is void
because it was entered in violation of the "automatic stay"
triggered by the filing of the Plaintiffs' bankruptcy petition on
September 9, 2014.
The Plaintiffs' argument relies on Chapter 11 of the United States
Code, Section 362(a), which provides for a stay of all "judicial,
administrative, or other action[s] or proceeding[s] against the
debtor" brought before the debtor filed for bankruptcy.
The Court acknowledges and agrees, generally, with the Plaintiffs'
assertion that the Bankruptcy Code "directs that all judicial
actions to recover on a claim against the debtor are stayed" upon
the debtor's filing. However, Judge Benson opined, as the
Defendants point out in their opposition, numerous courts have
also concluded that a debtor cannot employ the automatic stay in
bankruptcy in an offensive posture.
In other words, Judge Benson noted, the plain language of Section
362(a)(1) provides that the filing of a bankruptcy petition only
initiates a stay with respect to actions or proceedings against a
debtor, not actions or proceedings pursued by a debtor against
another party.
Accordingly, Judge Benson ruled, because neither of the claims
decided in the Court's September 16, 2014 Order were "against the
debtors" (the plaintiffs in this proceeding), the Court concludes
-- based on the plain language of Section 326(a)(1) and the legal
authority cited herein -- that the September 16, 2014 Order
granting summary judgment in favor of the Defendants is not void.
The Debtors-Plaintiffs are represented by:
Brent Taylor Robinson, Esq.
ROBINSON & ASSOCIATES
Defendants Bank of America, N.A., BAC Home Loans Servicing, LP,
Mortgage Electronic Registration Systems Inc., Capital One NA,
GreenPoint Mortgage Funding, Inc., and Bank of America Corporation
are represented by:
Amber N. Dina, Esq.
Kelly Greene McConnell, Esq.
GIVENS PURSLEY LLP
601 West Bannock Street
Boise, ID 83702
Telephone: (208) 388-1200
Facsimile: (208) 388-1300
- and -
Christine M. Neuharth, Esq.
REED SMITH LLP
355 South Grand Avenue, Suite 2900
Los Angeles, CA 90071
Telephone: (213) 457-8059
Facsimile: (213) 457-8080
E-mail: cneuharth@reedsmith.com
- and -
David S. Reidy, Esq.
REED SMITH LLP
101 Second Street, Suite 1800
San Francisco, CA 94105
Telephone: (415) 543-8700
Facsimile: (415) 391 8269
E-mail: dreidy@reedsmith.com
Defendant Sun Valley Title Co. is represented by:
Robert Korb, III, Esq.
KNEELAND, KORB, COLLIER & LEGG, P.L.L.C.
Kneeland Professional Building
128 Saddle Road, Suite 103
P.O. Box 249
Ketchum, ID 83340
Telephone: (208) 726-9311
Facsimile: (208) 726-4515
A full-text copy of the November 25, 2014 Memorandum Opinion is
available at http://bit.ly/1wpJuJyfrom Leagle.com.
United States District Court, D. Idaho.
Curtis W. Johnson and Carol Z. Johnson, husband and wife, filed a
Chapter 11 bankruptcy petition (Bankr. D. Idaho Case No. 14-41044)
on September 9, 2014.
DELIA*S INC: 120 Workers to Lose Jobs By Next Year
--------------------------------------------------
A filing with the State Labor Department says that DELIA*S INC. is
expected to lay off about 120 employees within the next 60 days.
Wgal.com reports that the first of 120 workers may lose their jobs
as early as New Year's Eve.
The Associated Press and IBJ relate that the Company will shut
down all of its 92 stores nationally. According to the AP and
IBJ, the Company already signed a deal with Hilco Merchant
Resources, LLC, and Gordon Brothers Retail Partners to liquidate
its merchandise and dispose of its furnishings and equipment, and
that CEO Tracy Gardner and Chief Operating Officer Brian Lex
Austin-Gemas have resigned. Ryan Mills at Naplesnews.com states
that Delia's is holding an everything-must-go sale. Brian
McCready at Milford Patch states that Delia's has announced plans
to close its stores by early 2015.
Milford Patch says that Attorney General George Jepsen and state
Department of Consumer Protection Commissioner William M.
Rubenstein are advising Connecticut residents who may be holding
gift cards, certificates or store credits to use their gift cards
as soon as possible. The report quoted Mr. Jepsen as saying, "The
rule of thumb with gift cards is to always use them as soon you
can after purchase or receipt as a gift because, if a store closes
or goes bankrupt, there may be little to no recourse to recover an
unspent gift card balance. If you currently have a Delia's gift
card, you need to use it immediately to avoid losing what credit
it contains."
About DELIA*S INC.
Launched in 1993, DELIA*S INC., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women. The dELiA*s brand products are sold
through the Company's mall-based retail stores, direct mail
catalogs and e-commerce Web sites.
On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y.). The Debtors have
requested that their cases be jointly administered under Case No.
14-23678.
As of the bankruptcy filing, dELiA*s owns and operates 92 stores
in 29 states.
The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.
As of the Petition Date, the Debtors had $47 million in total
assets and $50.5 million in liabilities.
The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC,
to launch going-out-of-business sales.
DETROIT, MI: Bankruptcy Case Reaches Fees Settlement
----------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
the final bill for Detroit's municipal bankruptcy is likely to be
around $150 million, according to a person familiar with the
closed-door talks that ended on Dec. 11.
The Journal, further citing the person, the $177 million billed by
lawyers and consultants who have been working on Detroit's
municipal bankruptcy case has been trimmed by savings from a
holdback originally put on the bills and about $10 million more in
additional cost reductions negotiated recently.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers was appointed
in the case. The Retirees' Committee is represented by Dentons US
LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.
The Troubled Company Reporter, on Nov. 10, 2014, citing The New
York Times' DealBook, reported that U.S. Bankruptcy Judge Steven
Rhodes in Michigan approved the city of Detroit's plan of debt
adjustment.
* * *
Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014. The
outlook is stable.
The Troubled Company Reporter, on Oct. 10, 2014, reported that
Moody's Investors Service has placed the City of Detroit's (MI)
Certificates of Participation (COPs) Ca rating on review for
possible downgrade. This action follows the recent settlement
announcement between the city and Syncora, which insures a portion
of the city's outstanding COPs. The settlement includes a cash
payment, as well as extended and optional stakes in city owned
assets. Moody's said it is likely that the recovery for creditors
will be below 35% and as a result consistent with a C rating. The
review will be resolved if and when a settlement with FGIC, the
other main insurer of the city's COPs liabilities, is made public.
DREAMWORKS ANIMATION: Moody's Reviews Ba2 CFR for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed DreamWorks Animation SKG, Inc.'s
Ba2 Corporate Family rating (CFR), Ba2-PD Probability of Default
rating and Ba3 senior unsecured debt rating on review for
downgrade. Moody's also lowered the company's Speculative Grade
Liquidity rating to SGL-3 from SGL-2. The rating action reflects
sustained weaker than expected operating trends at the company's
feature film segment, which accounts for over 70% of total
revenues, resulting in increased debt-to-EBITDA and deterioration
in its liquidity position. The review for downgrade also reflects
Moody's concerns over DreamWorks' ability to enhance EBITDA and
free cash flows over the intermediate term such that credit
metrics are on a trajectory to improve to levels commensurate with
its current credit ratings.
On Review for Downgrade:
Issuer: DreamWorks Animation SKG, Inc.
Corporate Family Rating: Placed on Review for Downgrade,
currently Ba2
Probability of Default Rating: Placed on Review for Downgrade,
currently Ba2-PD
$300 million 6.875% Senior Unsecured Notes due 08/15/2020,
Placed on Review for Downgrade, currently Ba3, LGD5
Rating Change:
Speculative Grade Liquidity rating changed to SGL-3 from SGL-2
Outlook Actions:
Outlook Changed To Rating Under Review from Stable
Ratings Rationale
Operating results for DreamWorks have fallen short of Moody's
expectations due primarily to underperformance of its slate of
productions over the last eighteen months, including lackluster
reception of its latest box-office release, Penguins of
Madagascar. Notably, the company's third quarter revenues and
earnings got a boost from the strong performance of How To Train
Your Dragon 2 and Moody's expect the film to be a key driver of
cash flows and home entertainment sales in Q4-2014. However,
Moody's believes that the impact from the success of How To Train
Your Dragon 2 will not be sufficient to restore the company's
financial ratios and liquidity within adequate parameters for the
Ba2 CFR. In an earlier report, Moody's had cautioned that the box
office performance of Penguins of Madagascar would be a key
consideration in Moody's assessment of the company's ability to
maintain the Ba2 rating. Accordingly, the review for downgrade is
prompted by weaker than expected U.S. and international openings
for its latest release and prospects for continued weakness in
earnings and free cash flow generation, which Moody's believe will
constrain financial flexibility and hamper the company's ability
to reduce debt and meaningfully improve leverage over the near to
intermediate term.
As part of its efforts to expand beyond the inherently volatile
feature film business, DreamWorks has been ramping up investments
and acquisitions in its television and consumer products
businesses. These investments have weighed heavily on liquidity
and resulted in a significant increase in leverage, which stood at
approximately 6.0x at 09/30/2014 (incorporating Moody's standard
adjustments). Moody's recognizes that these initiatives will
support revenue diversification, could reduce business
concentration risks and lead to greater profitability over the
long term. However, the investments are occurring at a time when
operating performance at the company's core segment has slipped
considerably from historical levels as a result of which financial
flexibility has diminished and debt has risen by over $200 million
in the last twelve months. Moody's is concerned that these
ventures are creating pressure on cash flows, notwithstanding the
company's efforts to streamline production costs and augment
contributions from its other businesses.
The review will focus on DreamWorks' plan for future growth and
the likelihood that cash flow generation will improve sufficiently
to meaningfully reduce debt within the next 12 to 18 months. A
review of the company's future slate of theatrical releases, an
assessment of its strategies to grow television and ancillary
revenues and expected liquidity cushion over the intermediate term
will be key factors in the review process.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 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.
DreamWorks Animation SKG, Inc., based in Glendale, California, is
an animation studio that produces animated feature films,
television specials and series, and related entertainment and
consumer products. Consolidated revenues for the twelve months
ended September 30, 2014 were about $655 million.
DUPONT PERFORMANCE: Bank Debt Due April 2021 Trades at 2% Off
-------------------------------------------------------------
Participations in a syndicated loan under which DuPont Performance
Coatings is a borrower traded in the secondary market at 97.55
cents-on-the-dollar during the week ended Friday, Dec. 12, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents a decrease
of 1.60 percentage points from the previous week, The Journal
relates. DuPont Performance Coatings pays 525 basis points above
LIBOR to borrow under the facility. The bank loan matures on
April 2, 2021, 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.
DVORKIN HOLDINGS: Settlement With Teitelbaum Approved
-----------------------------------------------------
The Chapter 11 trustee of Dvorkin Holdings, LLC, reached a
settlement agreement with Ilene F. Goldstein, as Chapter 7 trustee
for the bankruptcy estate of Bruce Teitelbaum. Finding that the
terms of the settlement are fair and equitable, the Bankruptcy
Court approved the settlement.
About Dvorkin Holdings, LLC
Dvorkin Holdings, LLC, is a real estate holding company that
possesses or possessed ownership interests in approximately 70
real properties, either directly or indirectly through limited
liability companies or land trusts. Dvorkin Holdings has
interests in 40 non-debtor entities.
Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor
disclosed $69,894,843 in assets and $9,296,750 in liabilities as
of the Chapter 11 filing. Bankruptcy Judge Jack B. Schmetterer
oversees the case. Michael J. Davis, Esq., at Archer Bay, P.A.,
in Lisle, Ill., serves as counsel to the Debtor. The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.
The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.
Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.
EIG INVESTORS: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed EIG Investors Corp.'s credit
ratings, including the B2 Corporate Family Rating (CFR) and B2
rating for its first lien credit facilities, and raised the
speculative grade liquidity rating to SGL-2 from SGL-3. The
ratings outlook was changed to positive from stable reflecting
expectation for a strengthening credit profile.
Ratings Rationale
The positive ratings outlook reflects Moody's expectation for
solid free cash flow relative to debt driven by strong revenue
growth and declining non-recurring expenses. Moody's expects EIG
to achieve organic revenue growth of high single digits to the low
teens percentages, driven by a combination of subscriber growth
and increasing average revenues per subscriber (ARPS). Moody's
estimates EIG should generate free cash flow (cash flow from
operations less capital expenditures) in excess of 13% of total
adjusted debt in 2015.
The B2 CFR is constrained by EIG's high leverage and its high
financial risk tolerance under private equity ownership, which
collectively with other insiders, continue to control
approximately 66% of the outstanding common stock. In addition,
EIG's dramatic expansion over the last few years has resulted
mainly from debt-funded acquisitions, and Moody's expects the
company to continue to be a consolidator in its fragmented
industry. The B2 rating incorporates Moody's view that management
will balance growth with its commitment to reduce leverage toward
the reported 4x intermediate term target. Moody's expects EIG's
leverage (total debt to cash flow from operations plus interest
expense, incorporating Moody's standard analytical adjustments and
$42 million of deferred consideration liabilities) to decline from
about 5.2x at 3Q 2014, by approximately 0.5x by the end of 2015,
assuming debt does not increase.
EIG's ratings additionally reflect the intensely competitive
domain name and web hosting services industry. Although the
industry has very good revenue growth prospects, it is
characterized by low barriers to entry, modest pricing power for
basic products, and low attach rates for add-on services that
result in low ARPS. The B2 CFR is supported by EIG's enhanced
scale and its leading market position in the U.S. web hosting
market through its multiple brands. EIG generates predictable
revenues derived from a highly diversified customer base with low
revenue attrition rates.
The upgrade of the speculative grade liquidity rating to SGL-2
reflects EIG's good liquidity comprising free cash flow, cash
balances and the partial availability under the $125 million
revolving credit facility.
Moody's could upgrade EIG's ratings if the company maintains good
organic revenue growth and demonstrates commitment to balanced
financial policies. EIG's ratings could be raised if Moody's
believes that the company could sustain free cash flow in the high
single digit percentages of total debt and leverage below 5x
(total debt/cash flow from operations plus interest expense,
Moody's adjusted).
A downgrade is unlikely in the near term given the positive
outlook and strengthening credit metrics. However, Moody's could
downgrade EIG's ratings if operating performance substantially
deteriorates due to operational challenges, increases in customer
churn rates, or weak organic subscriber growth. Specifically,
EIG's ratings could be downgraded if the company is unlikely to
maintain leverage (total debt/cash flow from operations plus
interest expense, Moody's adjusted) below 6.5x and free cash flow
falls below 5% of total debt for an extended period of time.
The following ratings were affirmed:
Issuer: EIG Investors Corp.
Corporate Family Rating -- B2
Probability of Default Rating -- B3-PD
$125 million senior secured revolving credit facility due 2016
-- B2 LGD3
$1,040 million (outstanding) senior secured 1st lien term loan
facility due 2019 -- B2 LGD3
Outlook: Changed to Positive from Stable
Speculative Grade Liquidity Rating: Raised to SGL-2, from SGL-3
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 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.
Headquartered in Burlington, MA, EIG is a wholly owned subsidiary
of Endurance International Group Holdings, Inc. EIG is a leading
provider of web hosting and other online services primarily to
small and medium size businesses.
ENTEGRA TC: Entergy Cos. to Purchase El Dorado Power Station
------------------------------------------------------------
Sean Beherec at Arkansasbusiness.com reports that Entergy
Corporation said its subsidiaries Entergy Arkansas Inc., Entergy
Gulf States Louisiana LLC and Entergy Texas Inc. will buy the
1,980-megawatt Union Power Station in El Dorado, Arkansas, from
Union Power Partners, an independent power producer owned by
Entegra TC, for $948 million.
Entergy said in a news release that the purchase price is about
half of what it would cost to build a new CCGT facility.
The sale is pending federal and state regulatory approval, but the
Company will close on the deal in late 2015, Arkansasbusiness.com
relates, citing Entergy.
Accordin to Arkansasbusiness.com, Entergy Arkansas President and
CEO Hugh McDonald said that the bankruptcy did not play a role in
the company's decision to buy the plant. Entergy received an
unsolicited offer from Entegra to buy the plant months ago and had
leased power from the facility in the past, the report states,
citing Mr. McDonald.
A spokesperson for the utility said the offer to buy the plant
came in June, Arkansasbusiness.com relates.
About Entegra
Entegra is an independent power company that owns and operates one
of the largest gas-fueled power stations in the United States,
located in El Dorado, Arkansas. It also owns one-half of a
similar sized, gas-fueled power station located in Gila Bend,
Arizona. The Company markets electric power from these two power
stations to wholesale customers in the southeastern and
southwestern United States. The Company also owns and operates
the 42 mile Trans-Union Interstate Pipeline, which flows gas from
Louisiana to the station in Arkansas. The Company's corporate
headquarters and asset management group are based in Tampa,
Florida.
As reported by the Troubled Company Reporter on Oct. 6, 2014,
Entegra TC LLC, along with certain of its direct and indirect
subsidiaries on Oct. 3 disclosed that the Debtors' Joint Modified
Prepackaged Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code became effective and the Company successfully
emerged from Chapter 11 less than two months after filing
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware. The Company's Chapter 11 cases are jointly administered
under Case No. 14-11859 (PJW).
ERF WIRELESS: Repays $1.2 Million of Loans
------------------------------------------
ERF Wireless, Inc., terminated and repaid $646,464 of the
remaining principal and interest under its Sept. 30, 2011, Bridge
Loan Agreement with Marwin Hofer, Dennis Batteen, and Brad Baloun,
according to a regulatory filing with the U.S. Securities and
Exchange Commission. The original amount of the Bridge Loan was
$300,000 but over a period of time had been increased to
$1,000,000.
On Dec. 4, 2014, the Company paid $603,970 toward the outstanding
balance of its Oct. 31, 2011, Dakota Capital, Fund LLC Term Loan
and restructured the remaining balance of approximately $1,300,000
with Dakota Capital Fund LLC. into a one-year interest only term
loan due Dec. 4, 2015.
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.
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.
EURAMAX HOLDINGS: Amends ABL Facility With Regions Bank
-------------------------------------------------------
Euramax Holdings, Inc., entered into a Seventh Amendment to the
Amended and Restated Senior Secured Revolving Credit and Guaranty
Agreement on Dec. 8, 2014, with Regions Bank, in its capacity as
collateral and administrative agent for various financial
institutions. This amendment changed the springing maturity date
from Jan. 1, 2016, to Jan. 31, 2016, according to a regulatory
filing with the U.S. Securities and Exchange Commission.
As amended by the Seventh Amendment, the ABL Credit Facility
terminates on March 1, 2018, unless the Company fails, by Dec. 31,
2015, to extend the maturity dates of its $375 million aggregate
principal amount of outstanding 9.5% Senior Secured Notes due
April 1, 2016, and its $125 million aggregate principal amount
senior unsecured loan facility (currently maturing Oct. 1, 2016)
to May 30, 2018, or thereafter, in which case, the ABL Credit
Facility will instead terminate on Jan. 31, 2016 (unless, in any
case, it is terminated earlier for an event of default or by the
borrowers for convenience).
A full-text copy of the Seventh Amendment to the Amended and
Restated Senior Secured Revolving Credit and Guaranty Agreement,
dated December 8, 2014, by and among Euramax International, Inc.,
as borrower, Euramax Holdings, Inc. and Amerimax Richmond Company,
as guarantors, Regions Bank, as Collateral and Administrative
Agent and Regions Business Capital, as Sole Lead Arranger and
Bookrunner is available for free at http://is.gd/4iqI0M
About Euramax
Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005
by management and Goldman Sachs Capital Partners.
Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).
Euramax Holdings reported a net loss of $24.89 million on $826.67
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $36.76 million on $837.14 million of net sales
for the year ended Dec. 31, 2012. The Company incurred a net loss
of $62.71 million in 2011.
As of June 27, 2014, the Company had $611 million in total assets,
$742 million in total liabilities, and a $131 million
shareholders' deficit.
Bankruptcy Warning
"Any default under the agreements governing our indebtedness,
including a default under the ABL Credit Facility and the Senior
Unsecured Loan Facility, that is not waived by the required
holders of such indebtedness, could leave us unable to pay
principal, premium, if any, or interest on the Notes and could
substantially decrease the market value of the Notes. If we are
unable to generate sufficient cash flow and are otherwise unable
to obtain funds necessary to meet required payments of principal,
premium, if any, or interest on such indebtedness, or if we
otherwise fail to comply with the various covenants, including
financial and operating covenants, in the instruments governing
our existing and future indebtedness, including the ABL Credit
Facility and the Senior Unsecured Loan Facility, we could be in
default under the terms of the agreements governing such
indebtedness. In the event of such default, the holders of such
indebtedness could elect to declare all the funds borrowed
thereunder to be due and payable, together with any accrued and
unpaid interest, the lenders under the ABL Credit Facility could
elect to terminate their commitments, cease making further loans
and institute foreclosure proceedings against the assets securing
such facilities and we could be forced into bankruptcy or
liquidation," the Company said in the 2013 Annual Report.
* * *
As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1. The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.
As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.
"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto. "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.
EVERGREEN VINTAGE: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Evergreen Vintage Aircraft, Inc.
1271 NE Hwy 99W, PMB 502
McMinnville, OR 97128
Case No.: 14-36770
Chapter 11 Petition Date: December 11, 2014
Court: United States Bankruptcy Court
District of Oregon
Judge: Hon. Randall L. Dunn
Debtor's Counsel: Nicholas J Henderson, Esq.
MOTSCHENBACHER & BLATTNER, LLP
117 SW Taylor St #200
Portland, OR 97204
Tel: (503) 417-0508
Email: nhenderson@portlaw.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Lisa Anderson, president and secretary.
List of Debtor's six Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
CT Corp. Services Rendered $171
PO Box 4349
Carol Stream, IL 60197-4349
Tel: (503) 566-6883
Ellen Egan Services Rendered $2,128
Egan Gardens
9805 River Rd.
Salem, OR 97303
Tel: (503) 393-3121
Elizabeth Schwartz Legal Fees $7,114
6312 SW Capitol Hwy, #175
Portland, OR 97239
Tel: (503) 452-5368
Joelle Ward Termination $50,000
IMAX Agreement
2525 Speakman Drive
Mississauga, ONT L5K 1B1
Canada
Tel: (905) 403-6431
Accounts Receivable Services $8,626
Miller Nash Rendered
PO Box 3585
Portland, OR 97208-3585
Tel: (503) 224-5858
Oregon Secretary of State Fees $100
255 Capitol St., NE
Salem, OR 97310
(503) 986-2200
FIRED UP: Asks Court to Confirm Plan Despite UST Objection
----------------------------------------------------------
Fired Up, Inc., received five of objections to its proposed
reorganization plan, settled three of those objections, and is now
asking the court to confirm the Plan.
The Plan, which was co-sponsored by the Official Committee of
Unsecured Creditors, was approved by an overwhelming majority of
creditors. Under the plan, all secured and priority creditors
will receive 100% of their claims unless they have voluntarily
agreed to take a reduced amount. Unsecured creditors will receive
an estimated 25% to 30%.
Objections filed to the confirmation of the Joint Plan of
Reorganization were filed by:
-- Arlington ISD, et al.,
-- Bexar County, et al.,
-- Texas Comptroller of Public Accounts,
-- the U.S. Trustee, and
-- Independent Bank
The Debtor reached agreements with Arlington ISD, et al. and Bexar
County, et al., and those creditors withdrew their objections. The
Debtor also reached an agreement with Independent Bank. All three
of these creditor groups have now voted in favor of the Plan as
modified.
Third-Party Releases
The U.S. Trustee objected to the third-party releases in favor of
the Ford Family, which owns 70% of the Debtor and serves as its
principal officers and the Debtor.
According to the Debtor, the release provisions were an integral
part of the overall compromise negotiated between the Debtor, the
Ford Family, FRG Capital and the Official Committee of Unsecured
Creditors.
The Debtor and the Committee contend that the release provisions
are permissible as the Ford Family and FRG Capital, LLC have
agreed to make important contributions to the reorganization.
The Fords are enabling the Debtor to obtain exit financing in the
amount of $5.3 million to fund the Plan. FRG has Capital agreed
to reduce its debt by $2 million and to subordinate its liens to
the new financing. The Debtor estimates that the unsecured
creditors would be receiving little if anything without the exit
financing facilitated by Creed and Lynn Ford.
Overwhelming Support From Unsec. Creditors
The U.S. Trustee conditionally objected to the Plan on the basis
that it did not comply with the absolute priority rule.
Because no class of unsecured claims rejected the Plan, this
objection does not arise, the Debtor tells the Court.
The chart summarizes the votes of the three classes of unsecured
claims:
Class Number Accepting Amount Accepting
----- --------------- ----------------
Class 11-Admin Convenience 99% 97%
Class 12-General Unsecured 88% 99%
Class 13-Lease Rejection 93% 93%
Of the creditors voting on the plan, over 120 voted to accept
while only seven voted to reject. Only two creditors objected to
the particular provisions.
Comptroller Objection
With respect to the objection of the Comptroller, the Debtor says
that it agrees that the Comptroller's right to set off should be
preserved. The Plan provides that the third parties will remain
liable for the Comptroller's claims and the Plan provides that the
claims will be paid in full with interest. Approximately 2/3 of
the Comptroller's claim may be paid immediately through set off of
an allowed refund claim.
The Comptroller objects that the Plan does not require that the
Debtor escrow proposed payments on the Comptroller's claim in the
event that an objection is filed. The Debtor, however, notes that
there is no provision in the Code which would require this relief,
thus, the Debtor should not be compelled to provide it.
A full-text copy of the Debtor's omnibus response to the
objections is available for free at:
http://bankrupt.com/misc/Fired_Up_Om_Resp_Plan_Obj.pdf
Bankruptcy Advisors
Arlington ISD, et al.'s attorneys can be reached at:
Elizabeth Banda Calvo, Esq.
Eboney Cobb, Esq.
PERDUE, BRANDON, FIELDER, COLLINS & MOTT, LLP
500 E. Border Street, Suite 640
Arlington, Texas 76010
Tel: (817) 461-3344
Fax: (817) 860-6509
E-mail: ebcalvo@pbfcm.com
Bexar County, et al.'s attorneys can be reached at:
Diane W. Sanders, Esq.
LINEBARGER GOGGAN
BLAIR & SAMPSON, LLP
P.O. Box 17428
Austin, Texas 78760
Tel: (512) 447-6675
Fax: (512) 443-5114
Attorneys for the Texas Comptroller can be reached at:
Jason A. Starks
Assistant Attorney General
Bankruptcy & Collections Division
P. O. Box 12548
Austin, TX 78711-2548
Tel: (512) 475-4867
Fax: (512) 936-1409
The U.S. Trustee's attorneys can be reached at:
Deborah A. Bynum
Trial Attorney
903 San Jacinto Blvd., Room 230
Austin, Texas 78701
Tel: (512) 916-5328
Fax: (512) 916-5331
Deborah.A.Bynum@usdoj.gov
Independent Bank's attorneys can be reached at:
Steve Turner, Esq.
BARRETT DAFFIN FRAPPIER TURNER & ENGEL, LLP
610 West 5th Street, Suite 602
Austin, Texas 78701
Tel: (512) 477-0008
Fax: (512) 477-1112
E-mail: SteveT@BDFGroup.com
About Fired Up, Inc.
Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin. The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin. It estimated assets and
debt of $10 million to $50 million.
As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).
The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants. The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation. In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.
For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million. For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.
The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.
Creed Ford III is the majority shareholder and has served as
president and CEO since 2008. Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.
The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its
financial advisor.
FIRST ACCEPTANCE: A.M. Best Affirms 'B(fair)' Fin. Strength Rating
------------------------------------------------------------------
A.M. Best has affirmed the financial strength rating (FSR) of B
(Fair) and the issuer credit ratings (ICR) of "bb+" of the
subsidiaries of First Acceptance Corporation (collectively
referred to as First Acceptance ) (Delaware) [NYSE:FAC].
Concurrently, A.M. Best has affirmed the ICR of "b" of First
Acceptance Corporation. The outlook for all ratings is stable.
The ratings are a reflection of First Acceptance's past below
average operating performance, its concentration of risk in
private passenger non-standard automobile lines, elevated
underwriting leverage compared with the private passenger non-
standard automobile composite and the holding company's dependency
on First Acceptance to raise capital. These negative rating
factors are partially offset by adequate risk-adjusted
capitalization, consistent fee income and continued strategic use
of marketing and technological efforts resulting in a return to
profitability in 2013 and continuing in 2014.
First Acceptance's generally below average operating performance
was mainly due to recurring underwriting losses between 2009 and
2012 and decreasing investment income. During the latest five-
year period, underwriting losses, coupled with an overall surplus
decline, resulted in unfavorable operating earnings and elevated
net underwriting leverage measures. Frequent and severe spring
and summer storms attributed to these underwriting losses due to
First Acceptance's geographic concentration throughout the
southeastern United States. Also, the company's focus in private
passenger non-standard automobile lines subjects the company to
competitive market conditions.
First Acceptance's capitalization is adequate and more than
supportive of its current ratings. Fee income, which covers
expenses for policy issuance, reinstatement and billing,
insufficient funds from checking accounts and insurance
verification for various states and management agency operations,
is a significant component of First Acceptance's product pricing.
In 2013 and through 2014, First Acceptance has added to surplus.
First Acceptance's improved operating results are also
attributable to effective marketing, simplifying customer
responsibilities and streamlining technology efforts.
Positive rating actions are contingent upon First Acceptance's
consistently favorable operating performance and improved overall
risk-adjusted capitalization through organic surplus growth, while
maintaining favorable underwriting leverage measures. Negative
rating actions may occur if risk-adjusted capitalization declines
or if the company were to experience deterioration in operating
performance.
The FSR of B (Fair) and the ICRs of "bb+" have been affirmed for
the following pooled subsidiaries of First Acceptance Corporation:
First Acceptance Insurance Company, Inc.
First Acceptance Insurance Company of Georgia, Inc.
First Acceptance Insurance Company of Tennessee, Inc.
FIRST DATA: SVP and CAO Barry Cooper Resigns
--------------------------------------------
Barry D. Cooper, senior vice president and chief accounting
officer of First Data Corporation, informed the Company that he is
resigning from those positions effective Dec. 30, 2014, according
to a regulatory filing with the U.S. Securities and Exchange
Commission.
About First Data
Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.
First Data reported a net loss attributable to the company of
$869 million in 2013, a net loss of $701 million in 2012 and a net
loss of $516 million in 2011.
The balance sheet at Sept. 30, 2014, showed $34.0 billion in total
assets, $30.84 billion in total liabilities, $69.7 million in
redeemable non-controlling interest and $3.07 billion in total
equity.
* * *
The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.
FL 6801: Okayed to Sell Property to Z Capital Partners for $21.6MM
------------------------------------------------------------------
The Bankruptcy Court authorized FL 6801 Spirits LLC, et al., to
(i) sell their property to Z Capital Partners or its designee,
pursuant to a purchase and sale agreement; (ii) assume and assign
executory contracts and unexpired leases.
The purchaser was the winning bidder in an auction conducted on
Aug. 19, 2014. The sale transaction and the sale of the assets is
in furtherance of, and a conveyance pursuant to, the Modified
Third Amended Joint Plan of Lehman Brothers Holdings Inc., which
provides that the Plan Administrator will wind-down, sell and
otherwise liquidate assets of the Debtor-Controlled Entities of
the Plan.
As reported in the Troubled Company Reporter on Dec. 5, 2014,
Joseph Checkler, writing for The Wall Street Journal, reported
that U.S. Bankruptcy Judge Shelley C. Chapman in Manhattan
approved private-equity fund manager Z Capital Partners' purchase
of the Canyon Ranch Hotel & Spa in Miami Beach for $21.6 million.
According to the report, a disgruntled group of Canyon Ranch condo
owners fought the deal in court but, Z Capital and another group
of Canyon Ranch condo owners that already supported the deal
reached a compromise with the disgruntled group that satisfied
their objections, allowing the sale to get approved by the court.
A copy of the terms of sale is available for free at
http://bankrupt.com/misc/FL6801Spirits_218_4_ordersale.pdf
About Z Capital Partners
Z Capital Partners, L.L.C. -- http://www.zcap.net/-- is a private
equity firm with approximately $1.9 billion of regulatory assets
and committed capital under management and with offices in Lake
Forest, IL and New York, NY. Z Capital pursues a value-oriented
approach in private equity that includes making control
investments in companies that may require growth capital, balance
sheet and or operational improvements.
Z Capital portfolio companies currently have aggregate worldwide
annual revenues of approximately $1.5 billion, sell products in
over 30 countries, and have in excess of 190,000 associates
directly and through joint ventures.
Z Capital's investors include prominent global sovereign wealth
funds, endowments, pension funds, insurance companies,
foundations, family offices, wealth management firms and other
financial institutions in North America, Europe, Asia, Africa and
the Middle East.
About FL 6801 Spirits
FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach. The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.
FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida. The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.
FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).
FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. 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. Lehman's Chapter 11 plan became effective on
March 6, 2012.
FORTESCUE METALS: Bank Debt Trades at 10% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 90.45
cents-on-the-dollar during the week ended Friday, December 12,
2014 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
a decrease of 1.35 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 Baa3 rating and Standard & Poor's
BBB 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.
FULLCIRCLE REGISTRY: Registers 21 Million Shares for Resale
-----------------------------------------------------------
FullCircle Registry, Inc., registered 21,000,000 shares,
representing approximately 15.4% of the Company's outstanding
common stock if all shares are sold, for sale by Kodiak Capital
Group, LLC, pursuant to a Stock Purchase Agreement. The agreement
allows the Company to require Kodiak to purchase up to $1,500,000
of its common stock.
The Company is not selling any shares of common stock in the
resale offering. The Company, therefore, will not receive any
proceeds from the sale of the shares by the selling shareholder.
The Company will, however, receive proceeds from the sale of
securities to Kodiak pursuant to Put Notices under the Stock
Purchase Agreement.
The Company's common stock is currently traded on the OTC Markets
Group (OTC.QB Tier) under the symbol "FLCR." The closing price of
the Company's common stock as reported on the OTC Bulletin Board
on Dec. 10, 2014, was $.017.
A full-text copy of the Form S-1 is available at:
http://is.gd/q7VvFd
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.
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.
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.
GATES GROUP: Bank Debt Trades at 2% Off
---------------------------------------
Participations in a syndicated loan under which Gates Group is a
borrower traded in the secondary market at 97.73 cents-on-the-
dollar during the week ended Friday, Dec. 12, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 0.87 of
percentage points from the previous week, The Journal relates.
Gates Group pays 325 basis points above LIBOR to borrow under the
facility. The bank loan matures on June 18, 2021 and carries
Moody's B2 rating and Standard & Poor's B+ rating. The loan is
one of the biggest gainers and losers among 264 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
GETTY IMAGES: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 93.17 cents-on-
the-dollar during the week ended Friday, Dec. 12, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents an increase of 1.13
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow
under the facility. The bank loan matures on Oct. 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B rating. The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
GOPICNIC BRANDS: Lack of Growth, Board Dispute Led to Bankruptcy
----------------------------------------------------------------
Ally Marotti at Chicagobusiness.com reports that GoPicnic Brands,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 14-43382) on Dec. 3, 2014, citing lack of growth and a
dispute between the company's board and its former director. The
petition was signed by Bret Lorenc, chief financial officer.
GoPicnic Brands estimated its assets at between $1 million and $10
million, and its liabilities at between $1 million and $10
million.
According to court documents, the board removed GoPicnic co-
founder Julia Stamberger from her role as an officer and director
in April 2014, and since then, the Stamberger Group has demanded
redemption of its equity interest and additional payments. Ms.
Stamberger, court documents state, has made threats due to her
removal, and the time and money devoted to addressing her threats
have "served to exacerbate (GoPicnic Brands') current financial
distress."
Court documents say that Ms. Stamberger caused GoPicnic Brands to
be incorporated in 2011 in order to separately take control of its
assets and business operations. Chicagobusiness.com says that co-
founder Pam Jelaca left management in 2008 but remained on the
board until 2011.
Chicagobusiness.com relates that GoPicnic Brands officials
invested $5 million in equity over the past three years from a
loan but have seen little to no growth in the past two years.
GoPicnic Brands plans to continue operating during the case,
Chicagobusiness.com states.
David R Doyle, Esq., and Brian L Shaw, Esq., at Shaw Fishman
Glantz & Towbin LLC, serve as GoPicnic Brands' bankruptcy counsel.
Judge Jacqueline P. Cox presides over the case.
Headquartered in Chicago, Illinois, GoPicnic Brands, Inc.,
produces boxed meals and snack. Its products are available at
more than 15,000 retail locations worldwide.
GT ADVANCED: Committee Says It's Still Reviewing Apple Documents
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of debtors GT
Advanced Technologies Inc., et al., filed a preliminary objection
and reservation of rights to the Debtors' proposed settlement with
Apple Inc.
According to the Committee, the Debtors propose a divorce as the
culmination of their failed business venture with Apple, costing
nearly $1 billion and generating no revenue. Initially, the
Debtors very publicly blamed Apple for this failure, raising the
specter of potentially significant claims against Apple which the
Committee simply cannot ignore. The Debtors nevertheless now
propose a settlement that would provide Apple a $439 million
allowed secured claim and full release of all estate causes of
action.
The Debtors provide scant detail in support of the settlement,
effectively asking the Court to exercise conjecture in weighing
the benefits of settlement against the pursuit of claims against
Apple. It is the Debtors' burden, however, to submit clear and
sufficient facts to support the compromise that underpin
settlement, a burden that is magnified in the Chapter 11 cases
given the importance of the settlement and extensive allegations
recently asserted by the Debtors against Apple. Given the limited
factual analysis presented in the Settlement Motion, it is left to
the Committee to try to determine which party is responsible for
the failure of a billion dollar project touted as a game changer
for the Debtors and whether a full release of Apple is in the
best interest of the Debtors' estates and general unsecured
creditors.
In that regard, promptly after the settlement was announced by the
Debtors on Oct. 21, 2014, the Committee commenced an investigation
into the propriety of the proposed settlement and the merits of
potential estate claims that are to be released. As part of its
investigation, the Committee immediately made discovery requests
from both the Debtors and Apple. That investigation continues,
with over 2,000 documents having been produced during the week of
Thanksgiving, another 2,700 documents produced the first week of
December (including approximately 1,700 documents produced at the
time of the filing of the Committee's objection), and depositions
scheduled for Monday, Dec. 8, 2014. Although discovery to date
provides some support for the Debtors' allegations, the Committee
is not yet in a position to render a decision on whether the
settlement is fair and equitable, and in the best interests of
these estates. The Committee said it filed the Objection to
reserve its rights pending the completion of its investigation.
The Committee intends to supplement its Objection, if warranted,
following the conclusion of depositions.
The Committee also added that even if it ultimately determines
that a settlement along the parameters proposed by the Debtors is
in the best interest of these estates, there are several
provisions that significantly impact creditor recoveries, as well
as the Debtors' ability to effectively navigate through a chapter
11 process, that are unacceptable to the Committee and must be
resolved before the Committee can fully support the Proposed
Settlement.
According to the Committee, these include:
-- No Payments To Apple In Excess of Furnace Sale Prices. As
currently drafted, the Proposed Settlement requires the Debtors to
pay the Apple Repayment Amount for each furnace sale regardless of
whether the actual sale price is equal to or greater than such
amount. This could result in a substantial drain on the estates'
financial resources and is certainly not a non-recourse claim.
The Apple Repayment Amount for each furnace sale must be capped at
the actual sale price.
-- No Future Claims Against Debtors. If the proposed sale
price of a furnace is less than the Apple Prepayment Amount, the
Proposed Settlement should provide the Debtors, in consultation
with the Committee, an absolute right to determine whether to
accept or reject such sale without any threat of a claim by Apple
for such decision. These estates should not be subject to claims
based upon second-guessing by Apple.
-- Payments Only Upon Final Sales. The Proposed Settlement
should be expressly clear that Apple Repayment Amounts shall only
be paid upon final and completed sales. Apple should not be
entitled to payment on account of any deposits or prepayments made
in connection with the sale of ASF furnaces that subsequently fail
to close, which could result in a substantial economic burden to
the estates.
-- Extended Use Of The Mesa Facility. Given that the sale of
Mesa Furnaces inures primarily to Apple's benefit, and that
repayment may occur over a 4-year period, the Debtors' right to
continue to use the Mesa Facility should be extended beyond
September 2015. An abrupt requirement to move large quantities of
furnaces will hamper the Debtors' ability to sell furnaces and be
extremely expensive for the estates.
-- Termination Of Apple's Payment Stream Upon Default. Apple's
payment stream from the sale of ASF furnaces should terminate in
the event of a default under a Priming Financing as opposed to an
event of default and acceleration and the exercise of such
remedies. Such an excessive requirement will make it
significantly more difficult for the Debtors to obtain DIP
financing at a reasonable cost.
-- Identification Of Equipment At The Mesa Facility. In order
to avoid any confusion regarding identification of assets
belonging to the Debtors, the proposed Settlement should include
an agreed schedule of all Apple assets located in Mesa.
The Committee's attorneys can be reached at:
DEVINE, MILLIMET & BRANCH, P.A.
Steven E. Grill, Esq.
Charles R. Powell, Esq.
111 Amherst Street
Manchester, NH 03101
Tel: (603) 669-1000
Fax: (603) 518-2461
E-mail: sgrill@devinemillimet.com
- and -
KELLEY DRYE & WARREN LLP
James S. Carr, Esq.
Jason R. Adams, Esq.
101 Park Avenue
New York, New York 10178
Tel: (212) 808-7800
Fax: (212) 808-7897
E-mail: jcarr@kelleydrye.com
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
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 brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than
2,000 sapphire furnaces that GT Advanced owns and has four years
to sell, with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
GT ADVANCED: TXT Says Interest in Furnaces Superior to Apple's
--------------------------------------------------------------
Tera Xtal Technology Corp. opposes a paragraph in GT Advanced
Technologies Inc.'s proposed global settlement with Apple Inc.
that provides that Apple will hold a "fully perfected security
interest" in certain of the Debtors' furnaces to secure payment of
Apple's allowed claim.
TXT recounts that on Aug. 30, 2014, it entered into a settlement
agreement, under which GTAT Ltd. was to pay TXT $24,493,318 in
satisfaction of an arbitration award. The arbitration settlement
also required GTAT Ltd. to provide TXT with software licenses for
20 furnaces and to remove 10 defective furnaces from TXT's
location at GTAT Ltd.'s expense. GTAT Ltd. breached the payment
terms provided in the settlement, and GTAT Ltd.'s bankruptcy
filing stayed certain aspects of TXT's enforcement of the
settlement.
According to TXT, 68 of the Furnaces identified to the prior
agreements between TXT and GTAT Ltd. but not delivered to TXT were
transferred to the Mesa facility and are among the furnaces as to
which Apple asserts a lien.
TXT contends that it has an interest superior to Apple's in the
TXT Furnaces, at least to the extent of the unpaid portion of the
Arbitration Settlement, and at least in the 68 TXT Furnaces in the
Debtor's and/or Apple's possession or control. TXT's superior
interest may arise as a "special property" under the Uniform
Commercial Code, because TXT has an equitable lien, and/or due to
TXT's status as a buyer in the ordinary course of the 98 furnaces
under the UCC. Additionally, TXT says it may have rights superior
to Apple's due to judgment liens arising as a matter of Taiwanese
law.
TXT is represented by:
Jennifer Rood, Esq.
Robert J. Keach, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
100 Middle Street, P. O. Box 9729
Portland, Maine 04104-5029
Telephone: (207) 774-1200
Facsimile: (207) 774-1127
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
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 eight 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 brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than
2,000 sapphire furnaces that GT Advanced owns and has four years
to sell, with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
GT ADVANCED: SCAI Says Apple Deal Could Hurt Reclamation Rights
---------------------------------------------------------------
Sumitomo (SHI) Cryogenics of America Inc. is concerned that GT
Advanced Technologies Inc.'s settlement agreement with Apple Inc.
(i) could impair SCAI's ability to recover its substantial claim
under 11 U.S.C. Sec. 503(b)(9), and to exercise its reclamation
rights under 11 U.S.C. Sec. 546(c), and (ii) threatens to
eviscerate assets in the Debtors' estates which could provide a
source of recovery for unsecured creditors.
On Oct. 24, 2014, SCAI timely provided Debtors with notice of its
demand for reclamation under 11 U.S.C. Sec. 546(c) of helium
compressors and related equipment valued at approximately $1.3
million, which it sold and delivered to Debtors within 45 days of
the Petition Date. Approximately $730,000 of those sales
represent goods delivered within 20 days of the Petition Date and
subject to claims arising under 11 U.S.C. Sec. 503(b)(9).
In its objection to the Settlement, SCAI pointed out three things:
* First, while Debtors represent throughout the Apple
Settlement Motion that the proceeds from sale of the ASF Furnaces
will be the sole source of Apple's Recovery on its claim, the
actual terms of the Apple Settlement are otherwise. Any shortfall
between the sales price of a furnace and the "Apple Repayment
Amount" to the Apple Settlement will be immediately payable to
Apple from the Debtors' other assets. Even a modest shortfall in
the sales prices could, at current repayment amounts, exceed
$100 million in the aggregate. That would consume assets
otherwise available to the "other stakeholders" that Debtors
assert will benefit from the Apple Settlement. The Debtors have
submitted no evidence to conclude that the furnaces will sell at
or above the escalating Apple Repayment Amounts, which rise from
$200,000 to $290,000 over the course of the contemplated sales.
The Mesa furnaces are used equipment that the Debtors admit did
not perform to Apple's size and quantity requirements, and there
is no information about sapphire production capacity worldwide.
* Second, the Debtors ask that the Court find that Apple's
right to the Apple Repayment Amount is adequate assurance for
priming Apple's lien. However, on the record before it, the
Debtors have failed to satisfy the requirement Section
364(d)(1)(A) of the Bankruptcy Code that they demonstrate that
they are unable to obtain debtor-in-possession financing without
priming Apple's lien.
* Third, a judicial declaration that SPE owns the Mesa ASF
Furnaces would simply ignore the fact that there is a real
question -- as openly admitted by Debtors -- whether SPE ever had
rights in the collateral that, under the proposed order, would now
secure Apple's lien. Moving title to that property from GTAT
Corporation to SPE, however, could eliminate the reclamation
rights of unsecured creditors, such as SCAI, over property that
they delivered to GTAT Corporation before the filing of the
petition and are not currently subject to any lien that would
impair reclamation rights.
SCAI is represented by:
Jennifer Rood, Esq.
BERNSTEIN SHUR SAWYER & NELSON, P.A.
Jefferson Mill Building
670 North Commercial Street, Suite 108
Manchester, NH 03101
Telephone: (603) 623-8700
Facsimile: (603) 623-7775
E-mail: jrood@bernsteinshur.com
- and -
Peter Breslauer, Esquire
MONTGOMERY MCCRACKEN WALKER & RHODES, LLP
123 S. Broad St., 24th Flr.
Philadelphia, PA 19109
Phone: (215) 772-1500
Fax (215) 772-7620
E-mail: pbreslauer@mmwr.com
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
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 brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than
2,000 sapphire furnaces that GT Advanced owns and has four years
to sell, with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
HOVNANIAN ENTERPRISES: Posts $322 Million Net Income in Q4
----------------------------------------------------------
Hovnanian Enterprises, Inc., reported net income of $323 million
on $698 million of total revenues for the three months ended Oct.
31, 2014, compared with net income of $32.8 million on
$592 million of total revenues for the same period in 2013.
For the 12 months ended Oct. 31, 2014, the Company reported net
income of $307 million on $2.06 billion of total revenues compared
with net income of $31.3 million on $1.85 billion of total
revenues for the same period a year ago.
The Company's balance sheet at Oct. 31, 2014, showed $2.28 billion
in total assets, $2.40 billion in total liabilities, and a
$118 million total deficit.
Total liquidity at the end of the fiscal 2014 fourth quarter was
$309.2 million compared to $373.5 million at Oct. 31, 2013. Total
liquidity at Oct. 31, 2014, included $255.1 million of
homebuilding cash, $5.6 million of restricted cash required to
collateralize letters of credit and $48.5 million of availability
under the unsecured revolving credit facility. Total liquidity
pro forma for the $250 million senior notes offering in November
2014 would have been $555 million at Oct. 31, 2014.
"Although we generated growth in revenues and achieved our second
consecutive year of profitability, 2014 has been a disappointing
year for the housing industry and Hovnanian," stated Ara K.
Hovnanian, Chairman of the Board, president and chief executive
officer. "During 2014 both Hovnanian and the industry experienced
a decline in sales pace per community versus 2013 and that slower
pace remains substantially below normal annual levels. We began
fiscal 2015 on a much better note. Going forward, we are focused
on growing our revenues so that we will be able to leverage our
fixed SG&A and interest costs, which would help drive increased
profitability. We continue to believe the housing industry
remains in the early stages of a recovery. Improving demographic
and employment trends should result in a more robust housing
market that returns both national housing starts and sales pace
per community to normalized levels," concluded Mr. Hovnanian.
A full-text copy of the press release is available at:
http://is.gd/pDj34H
About Hovnanian Enterprises
Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia. The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.
Hovnanian Enterprises posted net income of $31.29 million on $1.85
billion of total revenues for the year ended Oct. 31, 2013, as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues during the prior year.
As of July 31, 2014, the Company had $1.89 billion in total
assets, $2.33 billion in total liabilities and a $443.12 million
total deficit.
* * *
As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.
In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'. The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.
The TCR reported on Jan. 9, 2014, that Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1. The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.
IHEARTCOMMUNICATIONS INC: To Sell Tower Portfolio for $400-Mil.
---------------------------------------------------------------
One of iHeartcommunications, Inc.'s subsidiaries had entered into
an agreement with Vertical Bridge Acquisitions, LLC, an affiliate
of Vertical Bridge Holdings, LLC, for the sale of 411 of iHM's
broadcast communications tower sites and related assets for up to
$400 million, according to a regulatory filing with the U.S.
Securities and Exchange Commission. Vertical Bridge has provided
an equity commitment letter covering the full purchase price.
The acquisition of the Tower Portfolio may occur in one or more
closings. Simultaneous with the first closing of the sale of the
towers, iHM will enter into lease agreements for the continued use
of the towers. The initial term of the lease will be 15 years
followed by three additional periods of five years each, subject
to exclusions and limitations. If Vertical Bridge acquires the
entire Tower Portfolio, iHM will have annual lease payments of
approximately $22.7 million, a loss of annual tenant revenues of
approximately $11.6 million and a reduction of direct operating
expenses of approximately $3.8 million annually.
The first closing of the transaction is expected to occur in the
first quarter of 2015 following a 60-day diligence period, during
which the Buyer may exclude certain tower sites from the
transaction based upon customary grounds for exclusion.
Notwithstanding the foregoing, subject to satisfaction of
customary closing conditions, the Buyer is required to acquire at
least 85% of the Tower Portfolio (based on value and irrespective
of any defects identified with respect to such tower sites during
the diligence period).
Among other customary conditions to closing, the seller is not
required to consummate the transaction unless the Buyer agrees to
acquire at least 92.5% of the Tower Portfolio (based on value) at
the first closing. Subsequent closings will occur as and to the
extent defects are cured with respect to any excluded tower sites.
Proceeds of the sale will be used for general corporate purposes.
About iHeartCommunications
iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners. The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.
Clear Channel reported a net loss attributable to the Company of
$606.88 million in 2013, a net loss attributable to the Company of
$424.47 million in 2012 and a net loss attributable to the Company
of $302.09 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $14.30
billion in total assets, $23.81 billion in total liabilities and a
$9.50 billion total shareholders' deficit.
Bankruptcy Warning
The Company said in its annual report for the year ended Dec. 31,
2013, "If our and our subsidiaries' cash flows from operations,
refinancing sources and other liquidity-generating transactions
are insufficient to fund our respective debt service obligations,
we may be forced to reduce or delay capital expenditures, sell
material assets or operations, or seek additional capital. We may
not be able to take any of these actions, and these actions may
not be successful or permit us or our subsidiaries to meet the
scheduled debt service obligations. Furthermore, these actions
may not be permitted under the terms of existing or future debt
agreements."
"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time. Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations. The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives. These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations. If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation."
* * *
In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned. Clear Channel's
Corporate Family Rating is unchanged at Caa2. The outlook remains
stable.
As reported by the TCR on May 21, 2013, Standard & Poor's Ratings
Services announced that its issue-level rating on San
Antonio, Texas-based Clear Channel's senior secured term loan
remains unchanged at 'CCC+' following the company's upsize of the
loan to $4 billion from $1.5 billion. The rating on parent
company CC Media Holdings remains at 'CCC+' with a negative
outlook, which reflects the risks surrounding the long-term
viability of the company's capital structure.
ICTS INTERNATIONAL: Incurs $2.5 Million Loss in H1 2014
-------------------------------------------------------
ICTS International, N.V., reported a net loss of $2.55 million on
$83 million of revenue for the six months ended June 30, 2014,
compared to a net loss of $1.88 million on $56.37 million of
revenue for the same period in 2013.
As of June 30, 2014, the Company had $33.16 million in total
assets, $76.09 million in total liabilities and a $42.92 million
total shareholders' deficit.
A full-text copy of the Form 6-K is available for free at:
http://is.gd/IrfYoe
About ICTS International
ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.
ICTS specializes in the provision of aviation security and other
aviation services. Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.
ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.
In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.
ICTS International reported a net loss of $3.43 million on $125.70
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $9.01 million on $96.75 million of revenue
during the prior year. As of Dec. 31, 2013, the Company had
$29.13 million in total assets, $69.49 million in total
liabilities and a $40.35 million total shareholders' deficit.
Mayer Hoffman McCann CPAs, 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 history of recurring losses from continuing
operations, negative cash flows from operations and a working
capital and shareholders' deficit. Collectively, these conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
IDERA PHARMACEUTICALS: Pillar Pharma Converts Preferred Shares
--------------------------------------------------------------
Pillar Pharmaceuticals II, L.P., converted 313,341 shares of Idera
Pharmaceuticals, Inc.'s Series E convertible preferred stock into
6,266,820 shares of the Company's common stock in accordance with
the terms of the Company's Certificate of Designations,
Preferences and Rights of Series E Preferred Stock, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.
Pillar Invest Corporation has advised the Company that on Dec. 9,
2014, Dec. 10, 2014 and Dec. 11, 2014, Pillar Pharmaceuticals II,
L.P. and Participations Besancon] sold an aggregate of [
] shares of common stock of the Company. Included in the shares
sold were 500,000 shares of the Company's common stock that were
issued to Participations Besancon on Dec. 9, 2014, upon the
exercise of outstanding warrants at an exercise price of $0.47 per
share.
About Idera Pharmaceuticals
Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs. The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.
Idera Pharmaceuticals reported a net loss of $18.22 million in
2013, a net loss of $19.24 million in 2012 and a net loss of
$23.77 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed
$60.6 million in total assets, $7.81 million in total liabilities,
and $52.8 million in total stockholders' equity.
IMAGEWARE SYSTEMS: Amends Convertible Note With Director
--------------------------------------------------------
ImageWare Systems, Inc., and Neal I. Goldman, a director of the
Company, entered into a third amendment to the convertible
promissory note previously issued by the Company to Mr. Goldman on
March 27, 2013. The Amendment:
(i) increases the principal amount of the Note from $3 million
to $5 million;
(ii) modifies the definition of Qualified Financing to mean a
debt or equity financing resulting in gross proceeds to
the Company of at least $5 million;
(iii) permits the Holder to convert up to $2.5 million
outstanding principal, plus any accrued but unpaid
interest under the Note, into shares of the Company's
common stock, par value $0.001 per share, for $0.95 per
share, the next $500,000 of the Outstanding Balance into
shares of Common Stock for $2.25 per share and any
remaining Outstanding Balance thereafter into shares of
Common Stock for $2.30 per share; and
(iv) extend the maturity date of the Note from March 27, 2015,
to March 27, 2017.
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.
INDEX RECOVERY: Plan Accepted by Creditors, Interest Holders
------------------------------------------------------------
Counsel for Index Recovery Group, LP, announced that the Debtor's
Plan of Liquidation was overwhelmingly accepted by voting
creditors. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C., says that as of the Nov. 25 deadline, 100% of the ballots
cast in Class 3 Subordinated Unsecured Claims and Class 4
Interests voted to accept the Debtor's Plan.
According to counsel, two additional ballots were delivered to
Menter, Rudin & Trivelpiece, P.C., after the ballot deadline. The
William Penn Foundation, which asserts a claim in Class 3 and
interest in Class 4, voted in favor of the Plan.
Chapter 11 Plan
As reported in the Oct. 8, 2014 edition of the TCR, the Debtor,
intends for the Plan to go effective as promptly as possible
thereafter and to make an initial distribution to allowed
nonsubordinated unsecured creditors equal to 100% of their allowed
claims, and then to investors of not less than $15 million, which
is approximately 43% of the redemption claim for each investor.
The Fund will make an initial distribution as soon as possible
after the effective date of the Plan.
The Fund's General Partner may act as or appoint an independent
party to act as plan administrator who will liquidate the Fund's
remaining Assets to Cash and distribute that Cash to holders of
Allowed Claims. The Fund's only material non-Cash Asset is its
interest in and claims against the SPhinX Group, which is in
liquidation in the Cayman Islands.
All non-subordinated creditors will be paid in full under the
Plan. The Fund is aware of approximately $160,000 in undisputed,
non-subordinated unsecured claims and approximately $300,000 in
non-subordinated, unliquidated, contingent and/or disputed
unsecured claims. The Fund is not aware of any priority claims.
After payment of or reservation of funds for non-subordinated
claims, the holders of allowed subordinated unsecured claims will
receive a pro rata share of Cash available for distribution after
liquidation of the Assets. The Assets are Cash and the Fund's
remaining claims against and interests in the SPhinX Group.
The Fund estimates that it will be able to make an initial
distribution or reservation of approximately $465,000 on account
of non-subordinated unsecured claims on the Effective Date, as
well as a distribution or reservation of approximately $15 million
of Cash on account of subordinated investor claims, also on the
Effective Date of the Plan. The Fund estimates that the
subordinated, unsecured redemption claims held by investors equals
approximately $35 million. Therefore, the Fund estimates that
investors will receive an initial distribution of approximately
43% of the value of their redemption claim (calculated as of
December 31, 2005).
Subsequent distributions will depend on the Fund's future
recoveries from the SphinX Group. In November 2011, the joint
official liquidators (the "JOLs") of the SPhinX Group estimated
that investors such as the Fund should anticipate receiving total
distributions from the SPhinX Group of between 39% and 56%. These
distributions are based upon a net claim that the Fund has against
SPhinX Group of $38,131,913.43. It should be noted that these
estimates depend upon a number of assumptions made by the JOLs as
of November 2011.
The JOLs' recovery estimates predate the SPhinX Group making
substantial additional recoveries (and incurring substantial
additional costs) in the course of the SPhinX Group liquidation.
Additionally, the SPhinX Group is continuing to liquidate certain
of its assets, specifically claims against third party litigation
targets. For purposes of this Disclosure Statement, the Fund uses
the JOLs' estimates from November 2011. However, based upon the
recoveries made to date, it is possible that the Fund's percentage
recovery from the SPhinX Group may be materially higher than the
low-end estimate provided by the JOLs in November 2011. Such
further distributions may be as much as $5 million to $9 million,
which would yield a total likely recovery on account of the Fund's
limited partners' redemption claims of 51% to 62%.
About Index Recovery Group
Index Recovery Group, LP, a managed futures investor formerly
known as SPhinX Managed Futures Index Fund, LP, sought Chapter 11
protection (Bankr. N.D.N.Y. Case No. 14-61434) in Utica, New York,
on Sept. 2, 2014. The Debtor disclosed total assets of $13.76
million and total liabilities of $35.48 million. Judge Diane
Davis presides over the case. The Debtor is represented by
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.
INEOS GROUP: Bank Debt Trades at 5% Off
---------------------------------------
Participations in a syndicated loan under which Ineos Group Plc is
a borrower traded in the secondary market at 94.80 cents-on-the-
dollar during the week ended Friday, Dec. 12, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 2.85
percentage points from the previous week, The Journal relates.
Ineos Group pays 275 basis points above LIBOR to borrow under the
facility. The bank loan matures on May 2, 2018, 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.
J. CREW: Bank Debt Trades At 9% Off
-----------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 91.69 cents-on-the-
dollar during the week ended Friday, Dec. 12, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 3.03 of
percentage points from the previous week, The Journal relates. J.
Crew pays 300 basis points above LIBOR to borrow under the
facility. The bank loan matures on Feb. 27, 2021 and carries
Moody's B1 rating and Standard & Poor's B rating. The loan is one
of the biggest gainers and losers among 264 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
JACOBS ENTERTAINMENT: Moody's Affirms B3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service revised Jacobs Entertainment, Inc.'s
rating outlook to negative from stable. At the same time, Moody's
affirmed the company's ratings including its Corporate Family
Rating at B3, its Probability of Default Rating at B3-PD, its
first lien senior secured revolver and term loan rating at B2, and
its second lien senior secured term loan rating at Caa2.
The negative rating outlook reflects Moody's view that without a
sizable improvement in operating performance, Jacobs could have
difficulty maintaining compliance with its net leverage covenant
given the covenant steps down from minimum net leverage of 6.5
times to 6.25 times for the quarter ended September 30, 2015.
Moody's estimates that Jacobs' net leverage was 6.2 times at the
quarter ended September 30, 2014. The negative outlook also
acknowledges Moody's expectation that Jacob's operating
performance will not improve materially over the next twelve to
eighteen months as visitation trends and spend per visit are not
expected to recover materially over the next year. Jacobs, like
other regional gaming operators, has seen weakness in its gaming
operations due to lower visitation to its casinos as well as lower
spend by its customers. This, along with competition in its
primary market areas, has resulted in Jacobs' revenue and EBITDA
declining for the first nine months of 2014 by 4.5% and 8%,
respectively, as compared to the same time period last year. To a
lesser degree, the negative outlook also reflects the lost revenue
and earnings in its pari mutual segment as the company negotiates
agreements with the horsemen groups at its racetrack in Virginia.
Outlook Actions:
Issuer: Jacobs Entertainment, Inc.
Outlook, Changed To Negative From Stable
Affirmations:
Issuer: Jacobs Entertainment, Inc.
Probability of Default Rating, Affirmed B3-PD
Speculative Grade Liquidity Rating, Affirmed SGL-3
Corporate Family Rating (Local Currency), Affirmed B3
Senior Secured Revolving Credit Facility (Local Currency) Oct
29, 2017, Affirmed B2 (LGD3)
Senior Secured 1st Lien Term Loan (Local Currency) Oct 29, 2018,
Affirmed B2 (LGD3)
Senior Secured 2nd Lien Term Loan (Local Currency) Oct 29, 2019,
Affirmed Caa2 (LGD5)
Ratings Rationale
Jacobs' B3 Corporate Family Rating reflects the company's high
financial leverage (debt/EBITDA of approximately 6.7 times) and
thin interest coverage (EBITDA less capex/interest expense of just
above 1.0 times), especially considering its small scale and
geographic earnings concentration. The company's two Colorado
casinos and 22 truck stop facilities in Louisiana account for more
than 80% of Jacobs' total segment EBITDA. Despite current overall
stability in these two markets, this high concentration makes
Jacobs vulnerable to regional economic swings, market conditions,
promotional activity, and earnings compression. The rating also
reflects the company's low overall operating margins compared to
other gaming operators due to its mix of low margin non-gaming
revenues such as fuel and convenience store sales at truck stops.
Positively, the ratings recognize the company's established market
positions in its primary markets.
Jacobs' liquidity profile is considered adequate. Moody's expects
the company will be cash flow break even over the next 12 months
and will maintain cash balances above $20 million (including cage
cash). As mentioned previously, Moody's estimates that at
September 30, 2014 Jacobs had modest cushion in its net leverage
maintenance covenant and expects the company will have difficulty
maintaining compliance without an improvement in operations. The
company has access to a $50 million revolver that expires in 2017.
At September 30, 2014, the company had about $26 million of
availability.
Jacobs' ratings will likely be downgraded if its covenant cushion
deteriorates further or if monthly gaming revenue trends in its
primary market areas show signs of deterioration. Ratings could
also be downgraded if Moody's believes that Jacobs will be unable
to fully cover its interest expense. Given Jacobs' high leverage,
a rating upgrade is unlikely in the near term. Aside from its high
leverage, Jacobs' acquisitive business strategy and the
possibility that it could incur more borrowings under the $50
million incremental bank facility for future acquisitions also
constrain rating upside in the near term. Over time, positive
rating pressure could build if Jacobs can improve and sustain
adjusted debt/EBITDA of around 5.0 times and maintain positive
free cash flow.
Jacobs Entertainment Inc is the owner and operator of gaming
facilities located in Colorado, Nevada, Louisiana and Virginia.
The company owns five land-based casinos: The Lodge Casino at
Black Hawk ("the Lodge") and the Gilpin Hotel Casino ("the
Gilpin"), both in Black Hawk, CO; the Gold Dust West Casino in
Reno, NV; the Gold Dust West-Carson City in Carson City, NV and
the Gold Dust West-Elko in Elko, NV. Jacobs also operates 22 truck
stop facilities in Louisiana. Additionally, the company owns
Colonial Downs, a racetrack in New Kent, Virginia. Annual net
revenues approximate $370 million. Jacobs is a wholly-owned
subsidiary of Jacobs Investments, Inc. ("JII"). Jeffrey P. Jacobs,
the Chief Executive Officer and his family trusts own 100% of
JII's outstanding Class A and Class B shares. Also, Jacobs
directly and indirectly owns approximately about 8% of the
outstanding common shares of Eldorado Resorts Inc. (B2 negative).
The principal methodology used in these ratings 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.
JARDEN CORP: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Rye, N.Y.-
based diversified consumer products provider Jarden Corp.'s
proposed $910 million senior secured credit facilities due 2019,
consisting of a $250 million revolving credit facility and a $660
million term loan A facility. S&P assigned the new credit
facilities a 'BBB-' issue-level rating (two notches above S&P's
'BB' corporate credit rating on Jarden) with a recovery rating of
'1', indicating S&P's expectation of 90%-100% recovery in the
event of default. Jarden has indicated it will use the proceeds
from the new term loan to refinance its existing term loan A and
term loan A1, and upon close of this transaction S&P will withdraw
its ratings on these term loans. As of Sept. 30, 2014, Jarden had
about $5.1 billion of total debt outstanding.
The 'BB' corporate credit rating on Jarden remains unchanged. The
ratings on Jarden reflect S&P's assessment of its business risk
profile as "satisfactory" and financial risk profile as
"aggressive." Modifiers had no impact on the rating outcome. Key
credit factors in S&P's business risk assessment include Jarden's
diversified business portfolio, well-recognized brand names, good
market positions in numerous household product categories, and
participation in several highly competitive businesses. Jarden's
"aggressive" financial risk profile incorporates the company's
high debt levels, active acquisition and share repurchase
strategy, and S&P's view that credit measures are likely to remain
consistent with indicative ratios for this profile, including debt
to EBITDA in the 4x to 5x range and ratio of funds from operations
to adjusted debt of 12% to 20%.
RATINGS LIST
Jarden Corp.
Corporate credit rating BB/Stable/--
Ratings Assigned
Jarden Corp.
Jarden LUX Holdings S.ar.l
Jarden Lux Finco S.ar.l
Senior secured
$250 mil. revolver due 2019 BBB-
Recovery rating 1
$660 mil. term loan A due 2019 BBB-
Recovery rating 1
JBS USA: Moody's Withdraws Ba3 Rating on Terminated $750MM Notes
----------------------------------------------------------------
Moody's Investors Service, has withdrawn the Ba3 rating on a JBS
USA LLC's previously proposed $750 million senior unsecured notes
after the company cancelled the offering due to unfavorable market
conditions.
JBS USA had planned to use net proceeds from the proposed notes to
fund a tender offer for $900 million 8.25% notes due 2018 at
parent company JBS SA. The tender offer has also been terminated.
Rating Withdrawn:
JBS USA, LLC
Proposed $750 million Senior Unsecured Notes at Ba3
Ratings Rationale
JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A. (Ba3, stable), which guarantees JBS USA's debt.
Thus, Moody's expect any future changes to JBS USA's ratings to
mirror changes to JBS S.A.'s Corporate Family Rating. Please refer
to JBS S.A.'s credit opinion on moodys.com for factors that could
lead to a change in JBS S.A.'s ratings.
JBS USA operates the US beef and pork segments and the Australian
beef and lamb operations of Brazil-based JBS S.A., the largest
protein processor in the world. JBS USA is owned directly by an
intermediate holding company, JBS USA Holdings ("Holdings") that
also owns a 75.5% controlling equity interest in US-based
Pilgrim's Pride Corporation ("Pilgrims"), the second largest
poultry processor in the world. Reported net sales for JBS S.A.,
Holdings, Pilgrims and JBS USA for the twelve months ended
September 2014 were approximately BRL 113.4 billion (USD 49.6
billion), $30.5 billion, $8.5 billion and $22 billion,
respectively.
On November 21, 2014, JBS Smallgoods HoldCo Australia Pty Ltd., a
unit of restricted non-guarantor JBS US Holding LLC, agreed to
purchase Primo Smallgoods Group's operations in Australia
("Primo") for A$1.45 billion (US$1.25 billion). Primo is a
manufacturer in Australia and New Zealand of small meat products,
and a producer of fresh beef and fresh pork. As of June 2014,
Primo generated LTM sales and EBITDA of approximately $1.5 billion
and $136 million, respectively.
JBS USA Finance, Inc., the co-issuer of the notes, is a special
purpose entity wholly-owned by JBS USA LLC. It has no subsidiaries
and no operations or assets other than those that are incidental
to maintaining its corporate existence.
JOHNSTON TEXTILES: Could Close Phenix City Plant If Sale Fails
--------------------------------------------------------------
Tony Adams at Ledger-Enquirer reports that Johnston Textiles Inc.
has notified the state and its 140 workers that if efforts to sell
its Phenix City, Alabama plant are not successful, it could shut
down the facility.
The Company is working with an interested buyer for the factory at
300 Colin Powell Parkway, Ledger-Enquirer states, citing the
Company's chief operating officer, Baker Smith. The report quoted
Mr. Smith as saying, "We're working on a going concern sale.
We've got a highly motivated buyer. Don't know whether they?re
going to purchase it or not. They may not. But we felt an
obligation to let the employees know the status, and the way you
do that is in the form of a WARN (Worker Adjustment and Retraining
Notification) notice." According to the report, spokersperson Jim
Plott said that the management at the plant sent a WARN Act notice
to the Alabama Department of Economic and Community Affairs on
Dec. 4, 2014.
Johnston Textiles Inc. weaves, dyes and finishes material for the
hospitality, industrial and technical markets. The Company's
website and Facebook page shows it operating as Johnston Fabrics
and Finishing.
Ledger-Enquirer recalls that Johnston Industries entered Chapter
11 bankruptcy protection in 2003, exiting the court before the end
of that year as Johnston Textiles. Plant closures and downsizing
have steadily cut into its work force since then, Ledger-Enquirer
adds.
LANDMARK LIFE: A.M. Best Assigns 'bb' Issuer Credit Rating
----------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and an issuer credit rating of "bb" to Landmark Life Insurance
Company (Brownwood, TX). The outlook assigned to both ratings is
stable.
The rating assignments reflect the relatively modest level of
earnings in Landmark's core life business, its limited financial
flexibility and its narrow market profile. The company's
insurance activities are limited in scope and geographically
concentrated. The company's ongoing challenge has been to
generate a sufficient level of earnings from its life operations
while maintaining an adequate level of risk-adjusted
capitalization. In 2013, net income was $290,000, the lowest
level in five years. Going forward, despite significant use of
third-party coinsurance, the surplus strain associated with its
new life business will likely prevent material organic capital and
surplus growth via retained earnings from its core life
operations. Landmark also maintains a $16 million block of
individual flexible premium deferred annuities, although it no
longer actively writes annuity business. A.M. Best notes that the
company's entire in-force fixed deferred annuity block is subject
to 3% minimum interest rate guarantees, which limits its earning
capacity and subjects the block to further spread compression as
interest rates continue to remain low.
Offsetting rating factors include a recent history of modest
growth in direct written premium in its relatively low-risk core
life business, adequate risk-adjusted capitalization for its
assigned ratings and an initiative to diversify its revenue stream
by building a third-party administration (TPA) business.
Additionally, despite a regional geographic concentration in its
direct mortgage loan portfolio, Landmark's general account
investment portfolio maintains a relatively modest level of credit
risk. The company also has access to an external liquidity source
via its membership in the Federal Home Loan Bank.
In 2013, direct written premium for its ordinary life line of
business was $16 million, the highest level in five years. In
2009, Landmark began to supplement its life operations by
providing TPA services. In 2013, fees generated from its TPA
services were $2.4 million, an 85% increase from the $1.3 million
generated in 2012. As Landmark continues to expand its TPA
business, the associated income should help to partially offset
the modest projected earnings from its core life operations.
A.M. Best believes that a positive rating action for Landmark is
unlikely over the near term. Positive rating movement would be
possible over a longer time horizon should the company experience
material organic capital and earnings growth that results in an
improvement in risk-adjusted capitalization. Factors that could
result in a negative rating action include a significant decline
in risk-adjusted capitalization, as measured by Best's Capital
Adequacy Ratio (BCAR), or net operating performance that falls
markedly short of A.M. Best's expectations.
LAKELAND DEVELOPMENT: Disclosure Statement Hearing on Feb. 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, will convene a hearing on Feb. 12, 2015, at
2:00 p.m. to consider approval of the motion of the disclosure
statement explaining Lakeland Development Company's Second Amended
Chapter 11 Plan.
According to the Disclosure Statement dated Nov. 19, 2014, the
Plan is a combined reorganizing and liquidating plan. In other
words, the Debtor seeks to accomplish payments under the Plan by
selling its tangible assets and using the funds to pay creditors,
but retaining equity interests following a contribution from its
equity holders and continuing to operate thereafter. The
effective date of the proposed Plan is March 1, 2015, or 30 days
after entry of a final order confirming the Plan.
The Plan specifically provides that:
-- On the Effective Date, the Debtor will establish an
administrative claims reserve of $250,000 which will be funded in
cash and held by the Reorganized Debtor.
-- The secured claim of Iron Mountain is unimpaired and will be
paid in full on the Effective Date.
-- Allowed claims of unsecured creditors totaling $28.2 million
(Class 6) will be paid pro rata up to 99% of their claims, without
interest, upon the effective date of the Plan, or upon final, non-
appealable order of allowance, whichever comes last. The Balance
of claim up to 99% of their claims will be paid from Powerine Oil
Company insurance after Powerine receives proceeds from insurance
litigation.
-- General unsecured claims of insurers for equitable
subrogation and indemnity totaling $5.60 million (Class 7) will be
objected to by the Debtor. To the extent the claims are allowed,
these claims will be paid pro rata with general unsecured claims.
-- As for Energy Merchant Holding Corp's equity interest,
provided that there has been a return to Class 6 and 7 unsecured
creditors of at least 25% of their allowed claims before this
contribution is counted, Energy Merchant will cause its parent to
cause its subsidiary Powerine Oil Company to contribute up to
$1.5 million from the settlement of the insurance claims for a
final distribution to the unsecured creditors. In exchange,
Energy Merchant will retain its equity interest in the Debtor.
About Lakeland Development Company
Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp. Lakeland owns the 55-acre real property
located at 12345 Lakeland Road, Santa Fe Springs, California. The
real property is composed of 10 parcels totaling roughly 55 acres.
Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012. Judge Richard M. Neiter
presides over the case. Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel. The petition was signed by
Michael Egner, chief financial officer.
LDK SOLAR: Schemes of Arrangement Declared Effective Dec. 10
------------------------------------------------------------
LDK Solar CO., Ltd. in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, said on Dec. 10 that the Cayman
Islands schemes of arrangement in respect of LDK Solar and LDK
Silicon & Chemical Technology Co., Ltd. ("LDK Silicon") and the
Hong Kong schemes of arrangement in respect of LDK Solar, LDK
Silicon and LDK Silicon Holding Co., Limited (the "Schemes")
became effective as of that day. The Cayman Islands schemes of
arrangement were previously sanctioned by the Grand Court of the
Cayman Islands (the "Cayman Court"), and the Hong Kong schemes of
arrangement were previously sanctioned by the High Court of Hong
Kong.
LDK Solar and the JPLs also confirm that pursuant to an order of
the Cayman Court dated December 10, 2014, the powers of the JPLs
were suspended (except for certain residual powers required to
finalize the provisional liquidation) and the powers of the
directors of LDK Solar were restored. With effect from December
10, 2014, the directors may exercise all their powers as such,
subject to the powers granted to the scheme supervisors in respect
of the Schemes.
Pursuant to the terms of the Schemes, the consummation of the
restructuring transactions as contemplated in the Schemes will
occur on December 17, 2014.
About LDK Solar
LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in
Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.
LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.
LDK Solar in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was
due to make a $197 million bond repayment. Its Joint
Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, on Oct. 22.
In September 2014, LDK SOalr, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.
On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The lead case is In re LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).
On Oct. 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands. The Chapter
15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-
12387).
The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq.,
at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors'
Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware. The U.S. Debtors' financial
advisor is Jefferies LLC. The Debtors' voting and noticing agent
is Epiq Bankruptcy Solutions, LLC.
The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
September 17, 2014 from the holders of LDK Solar's 10% Senior
Notes due 2014, as guarantors of the Senior Notes, and required
such holders of the Senior Notes to return their ballots by
October 15, 2014. Holders of the Senior Notes voted
overwhelmingly in favor of accepting the Prepackaged Plan.
LDK SOLAR: Chinese Unit Has New Module Sales Agreement
------------------------------------------------------
LDK Solar CO., Ltd. in provisional liquidation said its Chinese
subsidiary, LDK Solar Hi-Tech (Nanchang) Co., Ltd., has signed a
new module supply agreement with Ningxia Hui Autonomous Region
Electric Power Design Institute, a leading EPC company in China
and owned by Power Construction Corporation of China. Under terms
of the agreement, LDK Solar Nanchang will provide modules totaling
30.6 megawatts for a solar project in Ningxia with shipments
commencing immediately.
"We are pleased to enter into this new agreement with Ningxia Hui
Autonomous Region Electric Power Design Institute," stated Xingxue
Tong, Interim Chairman, President and CEO of LDK Solar. "With this
solar project in Ningxia, we reiterate our commitment to our
customers in the China domestic market and in the international
markets," concluded Mr. Tong.
About LDK Solar
LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in
Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.
LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.
LDK Solar in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was
due to make a $197 million bond repayment. Its Joint
Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, on Oct. 22.
In September 2014, LDK SOalr, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.
On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The lead case is In re LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).
On Oct. 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands. The Chapter
15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-
12387).
The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq.,
at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors'
Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware. The U.S. Debtors' financial
advisor is Jefferies LLC. The Debtors' voting and noticing agent
is Epiq Bankruptcy Solutions, LLC.
The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
September 17, 2014 from the holders of LDK Solar's 10% Senior
Notes due 2014, as guarantors of the Senior Notes, and required
such holders of the Senior Notes to return their ballots by
October 15, 2014. Holders of the Senior Notes voted
overwhelmingly in favor of accepting the Prepackaged Plan.
LITHIUM TECHNOLOGY: Files Chapter 11 for Protection
---------------------------------------------------
Lithium Technology Corporation filed a voluntary Chapter 11
petition (Bankr. E.D. Tex. Case No. 14-14527) on Dec. 5, 2014.
The petition was signed by Gerson Roeske as global controller.
The Debtor expects to continue to operate its business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code during the pendency of the case under Chapter 11 of the
Bankruptcy Code.
The Debtor hired Michael E. Hastings, Esq., at Whiteford Taylor &
Preston LLP as its counsel. The Debtor disclosed total assets of
$1 million to $10 million and total liabilities of $10 milion to
$50 million. Judge Brian F. Kenney presides over the case.
MARINA BIOTECH: To Issue 5 Million Shares Under 2014 LTIP
---------------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement to register 5 million
shares of common stock issuable under the Company's 2014 Long-Term
Incentive Plan for a proposed maximum offering price of $3.35
million. A full-text copy of the registration statement is
available at http://is.gd/2nzK9A
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.
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.
METALICO INC: Elects Cary Grossman as Director
----------------------------------------------
Metalico, Inc., announced that Cary M. Grossman, a veteran scrap
metal recycling executive, has been elected to the Company's Board
of Directors effective Jan. 1, 2015.
Mr. Grossman, 60, is the president of Shoreline Capital Advisors,
Inc., an investment and merchant banking firm he co-founded in
2011. His addition will bring the Board's membership to its
currently authorized maximum of six directors. He has also been
appointed to the Board's Audit Committee.
Mr. Grossman was the chief financial officer of Blaze Recycling &
Metals, LLC, a scrap metal recycler with nine facilities in
Georgia, Florida and Alabama, from 2007 through 2009 and a full-
time consultant to Blaze thereafter through February 2011. More
recently he served as Blaze's interim chief executive officer.
Prior to 2007 he worked in a variety of senior executive positions
with various public and private concerns in several industries.
Mr. Grossman is a Certified Public Accountant and earned a BBA in
accounting from the University of Texas. He is a resident of
Houston, Texas.
About Metalico
Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products. The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.
Metalico reported a net loss attributable to the Company of $34.81
million in 2013 following a net loss attributable to the Company
of $13.11 million in 2012. Metalico incurred a net loss
attributable to the Company of $3.61 million for the six months
ended June 30, 2014.
As of Sept. 30, 2014, the Company had $294.46 million in total
assets, $156.95 million in total liabilities and $137.51 million
in total equity.
MF GLOBAL: Ex-Customers Fight Bid To Tap D&O Insurance
------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that former MF Global customers, as well as the administrator in
charge of the defunct brokerage, are fighting a bid by Jon S.
Corzine and other former MF Global executives to tap $7.5 million
of their errors-and-omission insurance policy to cover their
legal-defense costs.
According to the report, in filings with the U.S. Bankruptcy Court
in Manhattan, both groups urged a judge not to raise the so-called
soft cap on the insurance policies, which Mr. Corzine and the
others requested last month, as lawsuits against them are becoming
more active.
As previously reported by The Troubled Company Reporter, citing
the Daily Bankruptcy Review, U.S. Bankruptcy Judge Martin Glenn in
Manhattan said he would allow Mr. Corzine and other former MF
Global executives and employees to tap the rest of the $200
million in the so-called "directors and officers" insurance
policies. Judge Glenn has also allowed the directors to tap
approximately $62 million of the insurance for their legal
defense.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MISSISSIPPI PHOSPHATES: Taps DTBA to Provide Jonathan Nash as CRO
-----------------------------------------------------------------
Mississippi Phosphates Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Mississippi to employ Deloitte Transactions and
Business Analytics LLP ("DTBA") to provide Jonathan J. Nash as
chief restructuring officer, nunc pro tunc to Nov. 10, 2014.
The CRO, assisted by other personnel of DTBA and its affiliates,
is anticipated to provide the following services, as requested by
the Debtors and agreed to by DTBA:
(a) assess Client's current business plan and operations to
identify areas of opportunity, including, but not limited
to, potential profitability, ongoing cash requirements,
profit center contributions and break-even levels;
(b) develop Client's financial and operational strategy and
associated activities for the Board's input and approval;
(c) oversee the implementation of Client's Board-approved
financial and operational strategy;
(d) coordinate and consult with Client's investment banker with
respect to the chapter 11 sales process with respect to
potential utilization of Client's assets by potential
buyers;
(e) oversee the relationship with Client's lenders and other
creditors;
(f) oversee the management of, and effort to enhance, Client's
liquidity issues;
(g) meet with the Board on a periodic basis to discuss, among
other things, engagement progress and financial and
operational reports;
(h) oversee the implementation of Board-approved bankruptcy
efforts of the Client, including being the Client's witness
in the bankruptcy court on matters incident to the Client's
bankruptcy cases; and
(i) perform the day to day functions customarily and reasonably
associated with the position of a Chief Restructuring
Officer in companies of similar size and complexity.
The rates DTBA would charge for its Engagement are:
-- Fees. DTBA's professional fees for the engagement including
the CRO function will be at the rate of $25,000 per
week. DTBA's professional fees for other Services, to the
extent provided, will be at the rate of $ 175-$695 an hour,
depending on the personnel assigned to the particular tasks.
No other Services, however, shall be provided to the Debtors
without prior consultation with and approval by the Debtors
and a prior agreement to include such fees in the Approved
Budget as referred to in the Engagement Letter and to insure
the Debtors' ability to fund such fees.
-- Expenses. DTBA will be entitled to reimbursement of
reasonable expenses incurred in connection with this
engagement, including travel, meals and lodging, and
delivery services.
-- Payment. All fees and expenses will be billed to Client
weekly and are payable upon receipt, subject to the
understanding that DTBA may agree to adjust this
requirement to any interim billing and payment protocol upon
approval by the Court.
DTBA can be reached at:
Mr. Jonathan J. Nash
DELOITTE TRANSACTIONS AND
BUSINESS ANALYTICS LLP
400 West 15th Street, Suite 1700
Austin, TX 78701
Tel: (512) 691-2300
Fax: (512) 708-1035
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 Debtors engaged Stillwater Advisory
Group LLC and David N. Phelps as Chief Restructuring Officer.
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 scheduled for Dec. 17, 2014, at 10:30 a.m., in Gulfport,
Mississippi.
MISSISSIPPI PHOSPHATES: Taps Sandler O'Neill as Investment Banker
-----------------------------------------------------------------
Mississippi Phosphates Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Mississippi to employ Sandler O'Neill & Partners, L.P.
as investment banker, nunc pro tunc to the Oct. 27, 2014 petition
date.
The Debtors require Sandler O'Neill to provide the following
advisory services:
(a) review the current business and financial characteristics
of the Debtors, including a review of the structure,
operations, assets, financial condition and prospects of
the Debtors;
(b) advise the Debtors on the current state of the
restructuring market and the industries in which the
Debtors do business;
(c) provide advice and assistance to the Debtors in
connection with analyzing, structuring, negotiating and
effecting, and acting as exclusive financial advisor to the
Debtors in connection with, any potential or proposed
transaction for the sales (whether as a whole, or in part)
of all or a material portion of the Debtors' assets (the
"Sellers' Assets"), whether pursuant to a chapter 11 plan,
or a sale of assets (including MPC's equity interests in
its debtor subsidiaries) under Section 363 of Chapter 11 of
the Bankruptcy Code, or any similar transaction involving
the Sellers' Assets (any such transaction considered in
this clause, a "Restructuring");
(d) work with the Debtors and their advisors to provide
testimony and evidentiary support in the Bankruptcy Court
with respect to the Debtors' conclusion that a
Restructuring is in the best interests of the Debtors and
that the consideration to be paid in connection with a
Restructuring reflects the market value of the Sellers'
Assets as a result of the sales process and the Advisory
Services rendered by Sandler O'Neill; and
(e) render such other financial advisory and investment
banking services as may from time to time be agreed upon by
Sandler O'Neill and the Debtors to promote the successful
completion of the Restructuring.
The Debtors have agreed to pay Sandler O'Neill a non-refundable
monthly fee in an amount equal to $30,000, due and payable in
immediately available funds upon the entry of an order by the
Bankruptcy Court approving the retention of Sandler O'Neill by the
Debtors and on the first day of each monthly period thereafter
(collectively, the "Monthly Fees'").
Additionally, Sandler O'Neill will be paid a fee in cash at
settlement on any investment and sale of assets closed and funded,
or upon confirmation of a reorganization plan, for any offers
received under the terms of the Agreement, and Sandler O'Neill's
fee shall be as follows:
-- If, during the term of Sandler O'Neill's engagement
hereunder or within 18 months thereafter, the Debtors
consummates a Restructuring, the Debtors agree to pay
Sandler O'Neill a Restructuring fee (the "Restructuring
Fee") in an amount equal to the greater of (a) $150,000, or
(b) 2.0% of aggregate proceeds from sale of the Debtors or
any of the Debtors' assets to any third party other than any
of the Debtors' pre-petition lenders or DIP lenders, with
such sale proceeds to include cash, reorganized equity or
any other form of consideration. The Restructuring Fee
shall be due and payable in immediately available funds on
the day of closing of the Restructuring. For the avoidance
of doubt, no Restructuring Fee will be owing or payable to
Sandler O'Neill with respect to PHI, or any of PHI's assets.
-- In the event of a sale of the Debtors or any of their assets
resulting, in whole or in part, from a credit bid made by
the pre-petition lenders or DIP lenders of the Debtors,
Sandler O'Neill's Restructuring Fee shall be the greater of
(i) $150,000 or (ii) 2.0% of the value of a competing bid
submitted by a party other than the pre-petition lenders or
the DIP lenders that is topped by the credit bid.
Sandler O'Neill will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Sunny Cheung, managing director in the Recapitalization and
Advisory Services Group of Sandler O'Neill, 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.
Sandler O'Neill can be reached at:
Sunny Cheung
SANDLER O'NEILL & PARTNERS
1251 Avenue Of The Americas Fl 6
New York, NY 10020-1128
Tel: (212) 466-7710
E-mail: scheung@sandleroneill.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 Debtors engaged Stillwater Advisory
Group LLC and David N. Phelps as Chief Restructuring Officer.
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 scheduled for Dec. 17, 2014, at 10:30 a.m., in Gulfport,
Mississippi.
MOBILESMITH INC: Enters Into $40 Million Unsecured Note
-------------------------------------------------------
MobileSmith, Inc., on Dec. 11, 2014, entered into an unsecured
Convertible Subordinated Note Purchase Agreement with Union
Bancaire Privee, UBP SA, for an aggregate principal amount of $40
million. The Notes are convertible into shares of the Company's
common stock, par value $0.001 per share, and are subordinated to
the $5 million outstanding under the Company's Loan and Security
Agreement with Comerica Bank and to any convertible secured
subordinated promissory notes outstanding under the Company's
existing Convertible Secured Subordinated Note Purchase Agreement,
dated November 14, 2007, as amended. As of Dec. 11, 2014, UBP
holds $15.3 million of convertible notes under the 2007 NPA.
The Notes have the following terms:
* a maturity date of the earlier of (i) Nov. 14, 2016, (ii) a
Change of Control (as defined in the 2014 NPA), or (iii)
when, upon or after the occurrence of an Event of Default (as
defined in the 2014 NPA), those amounts are declared due and
payable by a noteholder or made automatically due and payable
in accordance with the terms of the Note;
* an interest rate of 8% per year, with accrued interest
payable in cash in quarterly installments commencing on the
third month anniversary of the date of issuance of the Note
with the final installment payable on the maturity date of
the Note;
* a conversion price per share that is fixed at $1.43;
* optional conversion upon noteholder request; provided that,
if at the time of any such request, the Company does not have
a sufficient number of shares of common stock authorized to
allow for such conversion, the noteholder may only convert
that portion of their Notes outstanding for which the Company
has a sufficient number of authorized shares of common stock.
To the extent multiple noteholders under the 2014 NPA, the
2007 NPA, or both, request conversion of its Notes on the
same date, any limitations on conversion shall be applied on
a pro rata basis. In such case, the noteholder may request
that the Company call a special meeting of its stockholders
specifically for the purpose of increasing the number of
shares of common stock authorized to cover conversions of the
remaining portion of the Notes outstanding as well as the
maximum issuances contemplated pursuant to the Company's 2004
Equity Compensation Plan, within 90 calendar days after the
Company's receipt of that request; and
* may not be prepaid without the consent of holders of at least
two-thirds of the aggregate outstanding principal amount of
Notes issued under the 2014 NPA.
On Dec. 11, 2014, the Company sold a Note in the principal amount
of $500,000 to UBP under the 2014 NPA. The sale of this Note was
made pursuant to an exemption from registration in reliance on
Section 4(a)(2) of the Securities Act of 1933, as amended.
About MobileSmith Inc.
MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993. The Company changed its name to
MobileSmith, Inc., effective July 1, 2013. The Company develops
and markets software products and services tailored to users of
mobile devices. The Company's flagship product is The
MobileSmithTM Platform. The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.
In its report on the consolidated financial statements for the
year ended Dec. 31, 2013, Cherry Bekaert LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2013.
The Company reported a net loss of $27.53 million on $339,039 of
total revenues in 2013, compared with a net loss of $4.4 million
on $147,468 of total revenues in 2012.
The Company's balance sheet at Sept. 30, 2014, showed $1.48
million in total assets, $31.23 million in total liabilities and a
$29.75 million total stockholders' deficit.
MOMENTIVE SPECIALTY: Moody's Lowers Corp. Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating
(CFR) of Momentive Specialty Chemicals Inc. (MSC) to Caa1 from B3.
In addition, Moody's lowered the debt ratings of Momentive and its
subsidiaries Hexion US Finance Corp. (Hexion) & Borden Chemical
Inc.: first lien senior secured notes to B3 from B1, 1.5 lien
senior secured notes to Caa2 from Caa1, second lien notes to Caa3
from Caa2, unsecured notes to Ca from Caa2 and lowered its
Speculative Grade Liquidity Rating to SGL-3 from SGL-2. These
actions reflect the company's high leverage and elevated capital
spending on new capacity. The outlook is negative.
"Due to elevated leverage, heavy capital spending on new capacity
in 2014 and 2015, and the lack of meaningful improvement in
financial performance, Moody's have lowered Momentive Specialty's
rating," stated John Rogers, Senior Vice President at Moody's.
On December 2, 2014, MSC and Hexion were merged and MSC has become
the obligor on the notes previously issued by Hexion. MSC is
planning on changing its name back to Hexion in early 2015.
Ratings downgraded:
Momentive Specialty Chemicals Inc.
Corporate Family Rating to Caa1 from B3
Probability of Default Rating to Caa1-PD from B3-PD
Speculative Grade Liquidity Rating of SGL-3 from SGL-2
Guaranteed senior secured notes (1.5 lien) due 2018 to Caa2
(LGD4) from Caa1 (LGD4)
Guaranteed senior secured second lien notes due 2020 to Caa3
(LGD5) from Caa1 (LGD5)
Hexion US Finance Corp.
Guaranteed senior secured first lien notes due 2020 to B3
(LGD3) from B1 (LGD2)
Borden Chemical
Senior unsecured notes to Ca (LGD6) from Caa2 (LGD6)
Outlook: Negative
Ratings Rationale
The downgrade of MSC's CFR reflects continued weak financial
performance and elevated leverage. MSC's Caa1 CFR reflects its
elevated leverage (Debt/EBITDA of over 10x), weak EBITDA margins
(less than 10%) exposure to volatile commodities and negative free
cash flow. New capacity additions will stress the balance sheet
further in 2015 as Moody's estimates that they will cause Free
Cash Flow to be negative by roughly $150 million. The CFR could be
lowered further, if credit metric do not substantially improve
(Debt/EBITDA below 8x) and the company's liquidity falls below
$400 million. MSC's rating does benefit from its size (roughly $5
billion of revenue), meaningful product and operational diversity
and a seasoned management team.
The company credit metrics continue to be adversely affected by
ongoing weakness in base epoxy resins and intermediates, and
weaker margins in its energy end markets (relative to 2011).
Despite improvements in Forest Products, good volume growth in
epoxy resins for wind turbine blades, proppants for shale oil
production and triazine (used to remove sulfur from oil and
natural gas), MSC's 2014 EBITDA is up less than 5% versus its
September 30, 2013 year-to-date performance. This results in LTM
September 30, 2014 leverage (Total Debt/EBITDA including Moody's
adjustments) that remains unusually high at over 10x. In addition,
Retained Cash Flow/Total Debt is very weak at just over 1% and
free cash flow was negative by almost $200 million as the company
invested in acquisitions and additional capacity. Although credit
metrics may weaken further in 2015, in 2016, credit metrics should
improve as new capacity and additional cost reductions are
expected to add over $60 million to EBITDA. MSC has already
undertaken numerous rounds of cost reductions, and if business
conditions in base epoxy resins don't improve, there could be
steps taking over the next two years. However, as these cost
reduction programs continue, Moody's remains concerned that at
some point they will adversely impact business performance or
delay a recovery, once conditions improve.
The aforementioned metrics reflect Moody's Global Standard
Adjustments which include the capitalization of pensions ($216
million) and operating leases ($219 million).
The negative outlook reflects MSC's extremely weak financial
metrics and negative free cash flow in 2015, which will reduce
liquidity from good to adequate. If MSC fails to maintain at least
$400 million of liquidity in 2015 by not adding additional capital
or selling assets, Moody's would likely lower its rating further.
Although it is unlikely to happen in 2015 or 2016, if
TotalDebt/EBITDA declines sustainably below 8x and Retained Cash
Flow/Total Debt rises above 3%, Moody's would consider raising
MSC's rating.
MSC Speculative Grade Liquidity Rating of SGL-3 reflects the
potential for liquidity to erode to less than $400 million in 2015
in the absence of capital additional or assets sales. At year-end
2014 liquidity is expected to be roughly $450 million (liquidity
was $456 million at September 30, 2014) as lower phenol prices are
expected to give a one-time boost keeping fourth quarter 2014 free
cash flow much closer to breakeven. In 2015, Moody's expects free
cash flow to be negative by close to $150 million. In addition,
MSC has roughly $20 million of long term debt maturities in each
of 2015 and 2016.
At year end 2014, MSC is expected to have over $300 million of
availability under its $400 million ABL revolving credit facility
and roughly $150 million in cash. The ABL facility will not have a
financial covenant until availability falls below 10%. However,
given the generous terms of the covenant calculation, the company
remains well in compliance with this covenant.
The principal methodology used in this rating was the 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.
Momentive Specialty Chemicals, Inc. (soon to be known as Hexion
Specialty Chemicals Inc. again), headquartered in Columbus, Ohio,
is a major producer of thermoset resins (epoxy, formaldehyde and
acrylic). The company is also a supplier of specialty resins sold
to a diverse customer base as well as a producer of commodities
such as formaldehyde, bisphenol A (BPA), epichlorohydrin (ECH),
versatic acid and related derivatives. Revenues are approximately
$5 billion. MSC is an indirect wholly-owned subsidiary of
Momentive Performance Materials Holdings LLC (MPMH, unrated),
headquartered in Columbus Ohio. The majority owner of MPMH is an
affiliate of Apollo Management.
MONARCH COMMUNITY: Unit Signs Continuing Pacts With Executives
--------------------------------------------------------------
Monarch Community Bank, a wholly-owned subsidiary of Monarch
Community Bancorp, Inc., entered into management continuity
agreements with the following executive officers: Richard J.
DeVries, Rebecca S. Crabill, Andrew J. VanDoren, Charles C. Mulka
and Vicki L. Bassage. Upon a qualifying termination of employment
following a change of control, each individual is entitled to
receive the termination benefits provided for in his or her
management continuity agreement. A qualifying termination of
employment occurs if, within 12 months following a change of
control, either the individual's employment is terminated other
than for cause, death or disability or the individual terminates
his or her employment for good reason.
Under the terms of his management continuity agreement, upon a
qualifying termination, Mr. DeVries will be will be entitled to
receive a lump sum payment equal to the sum of three years of
salary and three years of annual board of directors retainer and
meeting fees, continuation of health care coverage for three years
and the transfer to Mr. DeVries of the laptop computer, iPad and
automobile currently provided to him by the Company or the bank.
Under the terms of her management continuity agreement, upon a
qualifying termination, Ms. Crabill will be will be entitled to
receive a lump sum payment equal to two years of salary,
continuation of health care coverage for two years and the
transfer to Ms. Crabill of the laptop computer and iPad currently
provided to her by the Company or the bank. Under the terms of
their management continuity agreements, upon a qualifying
termination, Messrs. VanDoren and Mulka and Ms. Bassage will be
entitled to receive a lump sum payment equal to one year of
salary, continuation of health care coverage for one year and the
transfer to each such executive officer of the laptop computer and
iPad currently provided by the Company or the bank.
Meanwhile, on Aug. 19, 2014, the Company's Board of Directors
approved the Company's 2014 Stock Compensation Plan. All Company
officers, employees and directors are eligible to participate in
the Plan.
Under the terms of the Plan:
* up to 860,000 common shares of the Company my be issued in
the form of stock options, restricted stock or stock
appreciation rights;
* the Plan is administered by the Company's Board of Directors;
* all grants under the Plan are non-qualified, the Plan does
not provide for incentive stock options as defined in the
Internal Revenue Service Code;
* all options vest, and all restrictions lapse, at a change of
control as defined in the Plan.
On Aug. 19, 2014, the Board of Directors awarded to Richard J.
DeVries, Rebecca S. Crabill, Andrew J. VanDoren, Vicki L. Bassage
and Charles C. Mulka, 73,725, 55,293, 36,862, 36,862 and 36,862
shares, respectively, of the Company's common stock, as restricted
stock awards under the Plan, with one-fifth of each such award
vesting on the first, second, third, fourth and fifth
anniversaries of the grant date. In accordance with the terms of
the Plan, all of the restrictions on these shares will lapse at a
change of control of the Company. The shares were issued pursuant
to the standard form of Restricted Stock Agreement under the Plan.
About Monarch Community
Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association. The Bank converted
to a stock savings institution effective Aug. 29, 2002. In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.
Monarch Community reported a net loss available to common
stockholders of $2.55 million in 2013, a net loss available to
common stockholders of $741,000 in 2012 and a net loss of $353,000
in 2011.
As of Sept. 30, 2014, the Company had $176.88 million in total
assets, $156.89 million in total liabilities, and $19.98 million
in total stockholders' equity.
N-VIRO INTERNATIONAL: Pays $99,000 Monroe Bank Loan
---------------------------------------------------
N-Viro International Corporation paid the remaining balance owed
Monroe Bank + Trust on its existing Commercial Line of Credit
Agreement, totaling nearly $99,000 with accrued interest, the
Company disclosed in a regulatory filing with the U.S. Securities
and Exchange Commission. In conjunction with the Line of Credit,
the Company had signed a forbearance agreement with the Bank in
April 2014 and was currently in default when it matured in
September 2014. All agreements with the Bank have been satisfied
in full, and all existing liens and security held in accordance
with the agreements were immediately released.
About N-Viro International
Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.
N-Viro International reported a net loss of $1.64 million on
$3.37 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $1.63 million on $3.58 million of
revenues during the prior year.
The Company's balance sheet at June 30, 2014, showed $1.68 million
in total assets, $2.66 million in total liabilities, and a
$984,000 stockholders' deficit.
UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company's recurring losses, negative cash flow from operations
and net working capital deficiency raise substantial doubt about
its ability to continue as a going concern.
NAARTJIE CUSTOM: Panel Hires Hogan Lovells as Special Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Naartjie Custom
Kids, Inc. seeks authorization from the Hon. William T. Thurman of
the U.S. Bankruptcy Court for the District of Utah to retain Hogan
Lovells (South Africa) as special South African counsel in
connection with the Debtor's disposition of the South African
business.
The Committee requires Hogan Lovell to:
(a) advise as to the timing of and process for the proposed
acquisition of the assets and liabilities of ZA One;
(b) advise as to the most cost effective and time efficient
process to remit proceeds of the sale of the Debtor; and
(c) advise on any draft agreement of sale that may be prepared
in connection with the Transaction and furnish the
Committee with independent advice on regulatory processes
and requirements under South African law.
Hogan Lovell will be paid at these hourly rates:
Alex Elliott, Partner $337.90
Ian Jacobsberg, Partner $401.82
Other attorneys may, from time to time, serve the Committee in
connection with the matters described herein, with hourly rates
charged between $131.50 and $200.91. The hourly rate for
candidate attorneys is $91.32.
Hogan Lovell will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Alexander Blyth Eliott, partner of Hogan Lovell, 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.
Hogan Lovell can be reached at:
Robert Alexander Blyth Eliott, Esq.
HOGAN LOVELLS (SOUTH AFRICA) INC.
22 Fredman Drive
Sandton City, Johannesburg
Tel: +27 11 286-6080
Fax: 086 680-9084
E-mail: alex.elliot@hoganlovells.com
About Naartjie Custom Kids
Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666). The case is assigned to Judge William T. Thurman.
The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.
The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney &
Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves
as its financial advisor.
NAVISTAR INTERNATIONAL: Rights Pact With Computershare Expires
--------------------------------------------------------------
The Board of Directors of Navistar International Corporation
approved the elimination of the 220,000 shares of Preferred Stock,
par value $1.00 per share, as Junior Participating Preferred
Stock, Series A, that had been authorized in 2012, but unissued,
in connection with a prior stockholder rights plan, by way of the
filing of a Certificate of Elimination eliminating such 2012
Series A. The Company filed the Certificate of Elimination with
the Secretary of State of the State of Delaware on Dec. 10, 2014.
The Rights represented the right to purchase fractional shares of
Junior Participating Preferred Stock, Series A, of the Company
pursuant to that certain Rights Agreement between the Company and
Computershare Shareowner Services LLC. On Nov. 3, 2014, the
Rights Agreement expired according to its terms. As a result, all
of the rights distributed to holders of the Company's common stock
pursuant to the Rights Agreement have expired.
On Dec. 12, 2014, the Company filed a Form 25 with the SEC to
terminate the registration of the Preferred Stock Purchase Rights.
The Company separately filed a Form 15 to terminate the
registration of its Common Stock, par value $0.10 per share,
Cumulative Convertible Junior Preference Stock, Series D, par
value $1.00 per share. As a result, the Company is not anymore
obligated to file periodic reports with the SEC.
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.
The Company's balance sheet at July 31, 2014, showed $7.70 billion
in total assets, $11.74 billion in total liabilities and a $4.04
billion total stockholders' deficit.
* * *
In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR). The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.
As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'. "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.
In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings. The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy. Other rating concerns
are already incorporated in the 'CCC' rating.
NATURAL MOLECULAR: Court Approves Hiring of K&L Gates as Counsel
----------------------------------------------------------------
Mark Calvert, the Chapter 11 Trustee of Natural Molecular Testing
Corporation, sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Washington to employ
K&L Gates LLP as special counsel to the Trustee, nunc pro tunc to
Oct. 13, 2014.
The Trustee requires K&L Gates to act as special counsel for the
specific purposes of:
(a) providing advice regarding health care issues and the
interface of health care and bankruptcy matters;
(b) providing advice regarding the collection, including
litigation for collection, of accounts receivable of
Natural Molecular only with private insurers; and
(c) addressing additional matters for which the Trustee and K&L
Gates expressly agree in writing to provide.
Discounted hourly rates for the attorneys and paralegal most
likely to render the majority of legal services to the Trustee
range from $256.78 to $455 for attorneys and $175.69 for
paralegal. Other attorneys and professionals will provide
services to the Trustee at hourly rates ranging from $75 to $950
per hour, subject to adjustments to reflect economic and other
conditions, including increases in experience and expertise of
members of the firm.
K&L Gates will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael J. Gearin, partner of K&L Gates, 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.
K&L Gates can be reached at:
Michael J. Gearin, Esq.
K&L GATES LLP
925 4th Ave Ste 2900
Seattle, WA 98104-1158
Tel: (206) 623-7580
Fax: (206) 623-7022
E-mail: michael.gearin@klgates.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.
NEIMAN MARCUS: Bank Debt Trades at 3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 97.44
cents-on-the-dollar during the week ended Friday, Dec. 12, 2014
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents a decrease
of 1.78 percentage points from the previous week, the Journal
relates. The loan matures Oct. 16, 2020. The Company pays L+300
basis points above LIBOR to borrow under the facility. The bank
debt carries Moody's B2 rating and S&P's B+ rating. The loan is
one of the biggest gainers and losers among 264 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
NET ELEMENT: Stockholders Elect Four Directors to Board
-------------------------------------------------------
At Net Element, Inc.'s 2014 annual meeting, the shareholders of
the Company:
(1) elected Oleg Firer, William Healy, Kenges Rakishev,
Drew Freeman, David P. Kelley II and James Caan as
directors;
(2) ratified the selection of Daszkal Bolton LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2014;
(3) approved an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase authorized common
stock to 200 million shares; and
(4) approved an amendment to the Company's 2013 Equity
Incentive Plan to increase the number of shares of the
Company's common stock available for issuance thereunder
from 5,630,000 shares to 9,121,422 shares.
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 $48.3 million in 2013, as
compared with a net loss of $16.4 million in 2012. The Company's
balance sheet at June 30, 2014, showed $16.6 million in total
assets, $22.8 million in total liabilities, and a $6.21 million
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.
NRG ENERGY: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which NRG Energy is a
borrower traded in the secondary market at 97.52 cents-on-the-
dollar during the week ended Friday, Dec. 12, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 1.00
percentage points from the previous week, the Journal relates.
The loan matures July 1, 2018. The Company pays L+200 basis points
above LIBOR to borrow under the facility. The bank debt carries
Moody's Baa3 rating and S&P's BB+ rating. The loan is one of the
biggest gainers and losers among 264 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.
O.W. BUNKER: Authorized to Sell Vopak Oil to Aegean Bunkering
-------------------------------------------------------------
The Bankruptcy Court authorized O.W. Bunker Holding North America
Inc., et al.'s to sell substantially all of their oil stored at
the Terminal and related assets to Aegean Bunkering (USA) LLC, the
winning bidder.
The Court has held a hearing on Dec. 5, 2014. At the auction, the
Debtors determined that Aegean presented the highest and best
offer for the assets. Additionally, the Debtors determined that a
combined per lot bid between Aegean and Glencore LTD would be
designated as a backup bid.
On Dec. 2, the Debtors notified the Court of receipt of qualified
bids as of the bid deadline, identifying four qualified bids from:
1. Aegean Bunkering (USA), LLC
2. Chevron Marine Product LLC
3. Phillips 66 Company
4. Trafigura AG Branch Office Houston
On Dec. 3, the Debtor notified the Bankruptcy Court that it has
received an additional bid from Glencore Ltd.
Objections to the Sale Motion
Vopak Terminal Los Angeles, Inc., as secured creditor, objected to
the sale, stating that the sales motion and sales procedures fail
to recognize Vopak's warehouseman's lien on the Vopak Oil. Vopak
also pointed out that neither the sales motion nor the sale
procedures provide for the treatment of the storage agreement in
the event it is not assumed in connection with the sale of Vopak
Oil.
Westoil Marine Services, Inc., objected to the sale stating that
it must be entitled to have its maritime lien rights adequately
protected if the Westoil possessed fuel is included in the product
to be sold. Westoil is engaged in the business of transporting
petroleum products and providing other marine transportation
services and is the owner and operator of the fuel barges.
DeMenno Kerdoon and Lunday-Thagard Company, in their conditional
objection and reservation of rights, said that as of the Petition
Date, DK had not received payment in respect of the goods
delivered, which goods were valued at $605,830 in the aggregate.
Prior to the Petition Date, DK and LTC were suppliers of marine
fuel oil and other goods to the Debtors.
Vopak Terminal is represented by:
Shannon B. Wolf, Esq.
BRACEWELL & GIULIANI LLP
CityPlace I, 34th Floor
185 Asylum Street
Hartford, CT 06103
Tel: (860) 256-8605
Fax: (800) 404-3970
E-mail: shannon.wolf@bgllp.com
The Debtors are represented by:
Michael R. Enright, Esq.
Patrick M. Birney, Esq.
ROBINSON & COLE LLP
280 Trumbull Street
Hartford, CT 06103
Tel: (860) 275-8290
Fax: (860) 275-8299
E-mail: menright@rc.com
pbirney@rc.com
- and -
Natalie D. Ramsey, Esq.
Joseph O'Neil, Esq.
Davis Lee Wright, Esq.
MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP
437 Madison Avenue, 29th Floor
New York, NY 10022
Tel: (212) 867-9500
Fax: (212) 599-1759
E-mails: nramsey@mmwr.com
jo'neil@mmwr.com
dwright@mmwr.com
About OW Bunker
OW Bunker A/S is a Danish shipping fuel provider.
On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud. It owes 15
banks a total of about US$750 million.
OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management. Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.
OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankrutpcy protection on
Nov. 13, 2014, in theh U.S. Bankruptcy Court for the District of
Connecticut. The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.
O.W. BUNKER: Authorized to Use of Vopak Oil Assets Sale Proceeds
----------------------------------------------------------------
The Bankruptcy Court authorized O.W. Bunker Holding North America
Inc., et al., to use of certain proceeds from the postpetition
sale of substantially all of the Debtors' marine oil stored at
Vopak Terminal Los Angeles, Inc., 401 Canal Street, Wilmington,
California, and nearby and related assets.
Pursuant to the bidding procedures order, the Debtors sold the
Vopak Oil, which consists of more than 27,000 metric tons of
various grades of oil owned by one or more of the Debtors, and
which is stored at the Vopak Terminal Los Angeles, and smaller
quantities that are on a vessel or vessels in the Los Angeles
area.
The Court, in its order, also said that the objection filed by
secured creditor Vopak Terminal Los Angeles Inc. was resolved.
Vopak Terminal, in its objection, said that the proceeds
constitute Vopak's cash collateral, and Vopak has not consented,
and does not consent, to the use of its cash collateral.
The Debtors sought an order authorizing the use of the proceeds
from the sale of the Product stored at the terminal to satisfy the
Debtors' general administrative expenses.
Vopak was owed storage fees and other costs as of the Petition
Date and continues to incur storage fees and other costs during
the pendency of the bankruptcy cases. Vopak requested that the
Court condition any use of the proceeds from the sale of the
product on these:
a. upon the closing of the sale of the product, the Debtors pay
in full Vopak's senior secured claim;
b. pending payment of Vopak's secured claim in full, the
Debtors be required to account for and segregate sale proceeds
sufficient to pay Vopak's senior secured claim in full into a
separate debtor in possession account, pending further order of
the Court or agreement of Vopak, with liens and interests of Vopak
attaching to such proceeds to the same extent and priority as they
previously attached to the product; and
c. to the extent the Court considers the proceeds motion on
less than 14 days' notice, the Court limit the use to only that
amount necessary to avoid immediate and irreparable harm to OWB-
NA's estate pending a final hearing in accordance with Bankruptcy
Rule 4001(b)(2).
About OW Bunker
OW Bunker A/S is a Danish shipping fuel provider.
On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud. It owes 15
banks a total of about US$750 million.
OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management. Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.
OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankrutpcy protection on
Nov. 13, 2014, in theh U.S. Bankruptcy Court for the District of
Connecticut. The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.
ORCKIT COMMUNICATIONS: Extraordinary Meeting Set for Jan. 11
------------------------------------------------------------
Orckit Communications Ltd. announced that an extraordinary general
meeting of shareholders will be held on Jan. 11, 2015, at 3:00
p.m. (Israel time), at the offices of the temporary liquidator of
the Company, Adv. Lior Dagan, 1 Azrielli Center (Round Building,
35th Floor), Tel Aviv, Israel. The record date for the meeting is
Dec. 22, 2014.
The agenda of the meeting is the approval of an arrangement
between the Company and its creditors and related transactions
pursuant to Section 350 of the Israeli Companies Law, 5759-1999.
The arrangement requires the affirmative approval of a majority by
number of the shareholders voting their shares, in person or by
proxy, and holding at least 75% of the shares voting on the
matter, unless the District Court of Tel Aviv will rule otherwise.
The arrangement is also subject to the approval of the Company's
creditors and the Court.
In accordance with the ruling of the Court, proxy statements
describing the proposal on the agenda and proxy cards will not be
mailed to shareholders registered through the Company's U.S.
transfer agent (including "street name" shares held via DTC
members). Instead, the Company will file a proxy statement and a
form of proxy card with the Securities and Exchange Commission
("SEC") on Form 6-K at least seven days prior to the meeting.
These documents will be available to the public at the SEC's EDGAR
Web site at
http://www.sec.gov/edgar/searchedgar/companysearch.html. Each
shareholder who is unable to attend the meeting in person will be
required to print, complete, date and sign the proxy card and
deliver it to the Company as will be described in the proxy
statement. Those shareholders who hold ordinary shares in "street
name" will also be required to contact their broker and receive an
authorization to vote the shares on behalf of the broker, and
return such authorization along with their proxy card to the
Company as described in the proxy statement. Signed proxy cards
(and broker authorizations) will be accepted at the office of the
temporary liquidator until Jan. 11, 2015, at 1:00 p.m. (Israeli
time).
The voting of shares held through members of the Tel Aviv Stock
Exchange Clearinghouse will follow customary Israeli procedures.
Specifically, the Company will shortly file a form of written
ballot with the Israel Securities Authority and will file the
terms of the arrangement with the ISA at least seven days prior to
the meeting. These documents will be available to the public at
the ISA's MAGNA Web site at http://www.magna.is.gov.iland the
Maya website of the Tel Aviv Stock Exchange ("TASE") at
http://www.maya.tase.co.il. TASE members, without charge, will
send via email a link to the filing of such documents to its
clients who hold shares of the Company and who have not duly
instructed the broker otherwise in advance. Such clients are
entitled to receive a confirmation of ownership (ishur baalut)
from their brokers upon request. Signed written ballots (and
confirmations of ownership) will be accepted at the office of the
temporary liquidator until Jan. 11, 2015, at 1:00 p.m. (Israeli
time).
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.
PORTER BANCORP: Expects Exchange Transaction to Boost Equity
------------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank announced that it
expects the exchange of Series A Preferred stock and other
securities, and the planned conversion to newly issued common and
preferred stock to increase total stockholders' equity by
approximately $7.4 million. The proposed conversion of the newly
issued preferred stock to common stock is contingent on
shareholders' approval.
"The exchange transaction is expected to increase total
shareholders' equity by approximately $7.4 million," stated John
T. Taylor, president and CEO of Porter Bancorp, Inc. "We believe
this transaction will be an important step in strengthening Porter
Bancorp's capital position and is consistent with our plans to
improve our capital ratios. We also believe our directors'
participation in the exchange of the Series A preferred stock
highlights their confidence in Porter Bancorp's future."
As previously reported, the U.S. Treasury completed the sale of
all 35,000 outstanding shares of the Company's Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, to Company
directors, an affiliate of a Company director and other investors.
The Company subsequently filed an amendment to its Amended and
Restated Articles of Incorporation to authorize and designate the
four new series of preferred shares to effect the transaction.
As part of the transaction, the following securities are being
surrendered to the Company:
* 35,000 shares of Series A Preferred Stock, book value $35
million, stated value $1,000 per share, including
cancellation of approximately $7.4 million of accrued and
unpaid dividends thereon.
* 317,042 shares of Series C Non-Voting Mandatorily Convertible
Preferred Stock, book value of approximately $3.3 million.
* Warrants to purchase 760,871 non-voting common shares for
$10.95 per share, no book value.
The Company expects to issue the following securities as part of
the transaction:
* 1,821,428 voting common shares.
* 40,536 shares of Convertible Perpetual Preferred Stock,
Series B.
* 64,580 shares of Convertible Perpetual Preferred Stock,
Series D.
* 6,198 shares of Non-Voting, Noncumulative, Non-Convertible
Perpetual Preferred Stock, Series E.
* 4,304 shares of Non-Voting, Noncumulative, Non-Convertible
Perpetual Preferred Stock, Series F.
The Company expects to complete the Exchange with all of the
buyers no later than Dec. 31, 2014. As part of the transaction,
the Company will seek shareholder approval to convert the Series B
and Series D to common stock at a special meeting to be held
during the first quarter of 2015.
At Sept. 30, 2014, the Company had issued and outstanding
13,099,400 voting common shares, common stockholders' deficit of
$9 million, preferred stockholders' equity of $38.3 million, and
total stockholders' equity of $29.3 million.
The voting common shares issued in the Exchange will increase the
issued and outstanding voting common shares by 1,821,428 shares.
Upon shareholder approval, the 40,536 Series B Shares will convert
to 4,053,600 voting common shares, the 64,580 Series D Shares will
convert to 6,458,000 non-voting common shares, and total voting
and non-voting common shares will total 25.4 million shares.
The Series E and Series F Shares are not convertible into common
stock, have a liquidation preference of $1,000 per share or
approximately $10.5 million in the aggregate, and bear a
noncumulative dividend rate of 2% if and when declared.
The Exchange is expected to increase total common and preferred
stockholders' equity by approximately $7.4 million.
The Series E and F Shares will be recorded at fair value on the
date of issuance in accordance with U.S. GAAP. Assuming the fair
value of the Series E and F Shares to be equal to the aggregate
$10.5 million liquidation preference of those shares, then upon
shareholder approval the Exchange would improve common
stockholders' deficit from approximately $9 million as reported at
Sept. 30, 2014, to common stockholders' equity of approximately
$26.2 million and would decrease preferred stockholders' equity
from approximately $38.3 million as reported at Sept. 30, 2014, to
approximately $10.5 million. This results in a pro forma tangible
book value of $0.99 per common share as of Sept. 30, 2014. The
fair value of the Series E and F Shares will be determined by an
independent third party expert and could be less than the
liquidation preference.
About Porter Bancorp
Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky. Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.
Porter Bancorp incurred a net loss attributable to common
shareholders of $3.39 million in 2013, a net loss attributable to
common shareholders of $33.4 million in 2012 and a net loss
attributable to common shareholders of $105 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed
$1.03 billion in total assets, $1 billion in total liabilities,
and $29.3 million in total stockholders' equity.
Crowe Horwath, LLP, in Louisville, Kentucky, 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 substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments. In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios. Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action. These events raise
substantial doubt about the Company's ability to continue as a
going concern.
POSITIVEID CORP: Authorized Capital Stock Hiked to 975 Million
--------------------------------------------------------------
PositiveID Corporation filed an amendment to its Certificate of
Incorporation to increase its authorized capital stock from
475,000,000 shares to 975,000,000 shares, consisting of
970,000,000 shares of common stock, par value $0.01 per share, and
5,000,000 shares of preferred stock, par value $0.01 per share.
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.
POTLATCH CORP: S&P Affirms 'BB+' CCR, Off Watch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'BB+' corporate credit rating, on Spokane Wash.-
based Potlatch Corp. and removed the ratings from CreditWatch,
where S&P placed them with negative implications on Oct. 24, 2014.
The outlook is negative.
At the same time, S&P assigned its 'BB+' issue level rating to the
company's $322 million senior unsecured term loan, which includes
a $310 million tranche with maturities due in 2019 to 2024 and two
smaller $6 million tranches. The term loan has a recovery rating
of '3', indicating that lenders could expect to receive meaningful
recovery (50%-70%) in the event of a default.
"The negative outlook reflects the company's higher debt leverage
as a result of its recent timberlands acquisition and that
financial debt leverage consistent with an "aggressive" financial
risk profile (greater than 4x) could occur if housing demand, log
and wood products pricing, and volumes do not meet expectations in
2015 and 2016," said Standard & Poor's credit analyst Thomas
Nadramia. "If this were to occur, we could lower our ratings if
debt leverage increased and was sustained in excess of 4.25x."
S&P could revise its outlook to stable if Potlatch improves EBITDA
to the $180 million to $200 million range over the next year,
reducing leverage to 3.5x or below. S&P would also consider an
upgrade to investment grade if leverage were reduced below 3x.
PLUG POWER: To Issue 16 Million Shares Under Incentive Plan
-----------------------------------------------------------
Plug Power Inc. filed with the U.S. Securities and Exchange
Commission a Form S-8 prospectus to register 16,000,000 shares of
common stock issuable under the Company's Amended and Restated
2011 Stock Option and Incentive Plan for a proposed maximum
aggregate offering price of $49.6 million. A full-text copy of
the registration statement is available for free at:
http://is.gd/S5DMxC
About Plug Power
Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.
Plug Power reported a net loss attributable to common shareholders
of $62.79 million in 2013, a net loss of $31.86 million in 2012
and a net loss of $27.45 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $211.80
million in total assets, $46.81 million in total liabilities,
$1.15 million in redeemable preferred stock, and $163.84 million
in total stockholders' equity.
"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products. Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities. If we are unable to fund our operations, we may be
required to delay, reduce and/or cease our operations and/or seek
bankruptcy protection," the Company stated in its quarterly report
for the period ended Sept. 30, 2014.
PRESBYTERIAN VILLAGES: Fitch Affirms BB+ Rating on $28MM Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
bonds:
-- $28 million Michigan State Hospital Finance Authority
revenue and refunding bonds series 2005 (Presbyterian Villages
of Michigan Obligated Group).
The Rating Outlook is Stable.
Security
The series 2005 bonds are secured by a pledge of the obligated
group's (OG) gross revenues, a first mortgage on the OG's
facilities, and a debt service reserve fund.
Key Rating Drivers
One-Time Items Drive Strong Coverage: Presbyterian Villages of
Michigan Obligated Group's (PVM or OG) reported strong debt
service coverage in 2013 and 2014 YTD at 2.3x in and 2.5x,
respectively, due to a one-time $2.3 million tax credit in 2013
and $1.6 million in a realized gain on sale of IL units in 2014.
Excluding those items, coverage from recurring operations has been
consistent with historical performance and adequate for the rating
category, ranging from 1.2x to 1.5x since 2010.
Sufficient Liquidity For Rating Level: PVM had adequate liquidity
metrics, with 112 days cash on hand, a 5.0x cushion ratio, and
36.0% cash to debt as of September 30, 2014, all improved from
same period year prior. Advances to and investments in related
entities outside the OG depress the OG's liquidity.
Stable Occupancy: Overall occupancy is good at 88.3% as of
September 2014, which is up slightly year over year. Occupancy has
been supported by continued marketing efforts, reconfiguration of
units to meet local consumer demand, and the addition of services.
The largest drags on occupancy were independent living (IL)
occupancy at Westland and assisted living (AL), including memory
care, at East Harbor.
Management Focusing On Strengthening of OG: PVM continues to focus
on improving the financial profile of the OG. These efforts
include shedding weaker performing service lines and units, or
adding ones that are more accretive to PVM's financial profile, as
well as strong expense management. Fitch considers these efforts
to lend stability to the rating despite operating volatility and
flat revenues.
Rating Sensitivities
Stable Financial Performance: PVM has little room for negative
operating variance from 2013 and year-to-date performance (not
including one-time items) at the current rating level. Similarly,
a deterioration of current liquidity metrics would pressure the
rating.
Credit Summary
Headquartered in Southfield, MI, PVM consists of PVM Corporate, a
foundation, three rental continuing care retirement communities
located in Redford, Westland, and Chesterfield Township, MI, and a
PVM entity that is a general partner in a PVM non-OG affordable
housing campus. Currently, the three campuses total 289
independent rental units, 174 assisted living units, and 178
skilled nursing beds. PVM had approximately $35.9 million in
operating revenue in 2013. In addition, PVM has an ownership
interest in approximately 1,900 independent living and assisted
living units through non-obligated entities, of which it manages
1,600 units.
The 'BB+' rating affirmation and stable outlook reflect PVM's
stable financial profile at the current rating level characterized
by adequate liquidity, consistent debt service coverage, tight
expense control, and stable occupancy.
One-Time Items Drive 2013 & 2014 Profitability
Debt service coverage in 2013 and through the nine month interim
period are both elevated from historic levels as profitability has
been enhanced by one-time items. In 2013, PVM recorded a $2.3
million tax credit as other income while in 2014 PVM booked $1.6
million in cash from the sale to a related party of 63 independent
living units on the Redford campus into non-operating revenues.
The sale of the 63 ILUs totaled $6.0 million with PVM taking a
seller's note for $4.4 million which will be paid over 30 years.
PVM will manage the 63 units once they have been renovated.
Including these one-time items, PVM generated coverage of MADS by
EBITDA of 2.3x and 2.5x in 2013 and through the 3Q 2014. Excluding
these one-time items, MADS coverage by EBITDA would have been 1.3x
and 1.6x, respectively. Fitch expects coverage to be between 1.25x
and 1.5x annually going forward.
Good Expense Management
Expenses decreased from 2012 to 2013 and rose a small 2% through
the nine month interim period. PVM continues to flex staff based
on occupancy levels and look for ways to reduce administrative
costs. Revenue growth has been flat as total occupancy has
remained below 90%. Tight expense control is critical in
maintaining adequate profitability and coverage going forward.
Occupancy Initiatives
PVM has implemented a number of initiatives to help increase
occupancy. The Village of Westland campus has been a particular
challenge. Occupancy of the ILUs at the Westland campus remains
weak 79% at Sept. 30, 2014.
Substantial Advances Depress Liquidity Metrics
PVM regularly advances funds for programs and capital projects
outside the OG. As of Sept. 30, 2014, PVM had $10.4 million of
advances to and investments in related parties, roughly consistent
with prior year. PVM has a formal written policy and practices in
place for annual review and re-measurement of these advances and
any associated bad debt, which Fitch believes is a positive
measure to mitigate risks associated with these substantial
advances.
While Fitch understands that strategic importance of the advances
to the organization's overall mission, the impact to liquidity
metrics have been highly dilutive. At Sept. 30, 2013, PVM's level
of unrestricted cash and investments was $11.4 million, which
equated to 112 days cash on hand, a 5.0x cushion ratio, and 36.0%
cash to debt. Additionally, resident receivables have increased
and bad debt reserve is running $638,000 over budget, partially
driven by delays in Medicaid reimbursement.
Significant Philanthropic Campaign
PVM is in the middle of a state-wide fundraising campaign which
has increased donations. System-wide the campaign has netted $15.9
million in unrestricted, temporarily restricted, and permanently
restricted donations as of Sept. 30, 2014. An additional $5.25
million of grants was received in Oct. 2014. PVM has increased its
goal to $27.5 million, with a considerable portion to be invested
in the OG.
Conservative Debt Profile
The OG's debt profile is conservative. The 2005 bonds are all
fixed rate and PVM has no swaps. The system is reviewing its debt
profile in order to increase debt capacity. Board review of
preliminary recommendations is expected in early 2015. Fitch will
monitor capital structure changes for credit impact. MADS is $2.3
million, representing a low 5.9% of revenue.
Disclosure
PVM provides annual audited financial statements and quarterly
unaudited financials, including an extensive MD&A, to the to the
Municipal Securities Rulemaking Board's EMMA system.
PROSPECT PARK: Needs More Time to Say Plan Is 'Feasible'
--------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Prospect Park Networks LLC, the producer of soap operas "All
My Children" and "One Life to Live," said it needs until Feb. 3 to
solicit acceptances of its liquidating Chapter 11 plan and will
seek to delay the hearing on the approval of its disclosure
statement, currently scheduled for Dec. 22.
According to the report, PPN said it can't represent to the court
that its amended plan is "feasible" until it has completed a tax
credit transfer process and paid the law firm that will represent
it in its pending litigation against American Broadcasting Cos.
About Prospect Park Networks
Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts. The petition was signed by Jeffrey
Kwatinetz, president.
William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A., serve as the Debtor's
bankruptcy counsel. The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.
The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors. Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.
RADIOSHACK CORP: To Distribute 150,000 Convertible Pref. Shares
---------------------------------------------------------------
Radioshack Corporation filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
distribution, at no charge, to holders of the Company's common
stock, of up to 150,000 convertible preferred shares issuable upon
the exercise of transferable subscription rights at $800.00 per
Share.
This rights offering will expire at 5:00 p.m., New York City
time, [ ], 2015. Any right not exercised at or before the
Expiration Date will be void, of no value and will cease to be
exercisable for preferred shares. The Company currently does not
intend to extend the Expiration Date. All exercises of rights are
irrevocable.
Shares of the Company's common stock underlying the preferred
shares are quoted on the New York Stock Exchange, or the "NYSE,"
under the symbol "RSH." On [ ], 2015, the closing price of the
Company's common stock was $[ ] per share.
A full-text copy of the Form S-3 is available for free at:
http://is.gd/8azMog
About Radioshack Corporation
RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs. RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.
* * *
As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.
"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.
In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.
The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1. "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.
RADIOSHACK CORP: Reports Q3 Loss, Warns of Possible Bankruptcy
--------------------------------------------------------------
Radioshack Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $161.1 million on $650.2 million of net sales and operating
revenues for the 13 weeks ended Nov. 1, 2014, compared to a net
loss of $135.9 million on $775.4 million of net sales and
operating revenues for the three months ended Oct. 31, 2013.
For the 39 weeks ended Nov. 1, 2014, the Company reported a net
loss of $396.8 million on $2.06 billion of net sales and operating
revenues compared to a net loss of $216.1 million on $2.48 billion
of net sales and operating revenues for the nine months ended
Oct. 31, 2013.
As of Nov. 1, 2014, the Company had $1.20 billion in total assets,
$1.38 billion in total liabilities, and a $187 million total
stockholders' deficit.
"We have experienced losses for the past two years that continued
to accelerate into the third quarter of fiscal 2015, primarily
attributed to a prolonged downturn in our business. We may not
have enough cash and working capital to fund our operations beyond
the near term, which raises substantial doubt about our ability to
continue as a going concern," the Company stated in the Report.
"There can be no assurance that our efforts to further restructure
our debt or operations will be successful. Even if successful,
our restructuring efforts could have materially adverse effects on
our business and on the market price of our securities. If our
restructuring efforts are not successful, or cannot be completed
in a timely manner, or if we are unable to improve our liquidity
or if we fail to meet certain conditions of the recapitalization
plan ... we may be required to seek to implement in-court
bankruptcy proceedings, which could result in a default on our
debt with our lenders and/or the liquidation of the Company and
the loss of your investment in the Company," it added.
As of Nov. 1, 2014, the Company had $43.3 million in cash and cash
equivalents. Additionally, the Company had availability under its
2018 Credit Facility of $19.3 million as of Nov. 1, 2014. This
resulted in a total liquidity position of $62.6 million at Nov. 1,
2014.
Joseph C. Magnacca, chief executive officer, said, "Overall our
sales for the quarter declined 16.1 percent year over year,
including a comparable store sales decline of 13.4 percent. This
primarily reflected challenges in the postpaid mobility business.
However, in our retail segment, the other half of our business,
comparable store sales at U.S. company-operated stores were only
down 2.0 percent compared to last year, and improved throughout
the quarter as we focused on higher margin products, including
private brand, and innovative new programs like Fix It Here.
Moreover, our core network of "Interactive Remodel" stores
collectively performed 12 percentage points better than the total
chain on a comparable basis, and in the retail segment performed
almost 15 percentage points better on a comparable basis.
"We have also begun a detailed set of cost reduction initiatives
designed to enhance earnings by over $400 million annually,
encompassing a range of operating cost reductions related to
headquarters, field, stores, and store support to improve
operational efficiency and right-size our business, as well as the
benefit of targeted store closures."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/zIj5hz
About Radioshack Corporation
RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs. RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.
Radioshack reported a net loss of $400 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.
* * *
As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.
"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.
In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.
The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1. "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.
RADIOSHACK CORP: Fitch Says Cost Cutting Can't Avoid Restructuring
------------------------------------------------------------------
Fitch Ratings believes that the massive cost cutting plan outlined
today by RadioShack is likely not sufficient to forestall a
restructuring of the company's debt in the near term.
Fitch currently rates RadioShack Corporation's Long-term Issuer
Default Rating (IDR) 'C'.
RadioShack's liquidity is severely strained, with $43.3 million of
cash and $19.3 million of availability on its credit facility at
quarter-end (Nov. 1, 2014), for total liquidity of $62.6 million.
This compares with liquidity of $183 million at the end of the
second quarter and $424 million at the end of the first quarter.
Fitch estimates that RadioShack will have negative free cash flow
of up to $80 million during the fourth quarter of 2014, based on
EBITDA of negative $40 million - 50 million (improved from
negative $97 million a year earlier), interest expense of $20
million and capex of $10 million. Assuming some benefit from
working capital during the fourth quarter, currently available
liquidity would essentially cover the estimated fourth quarter
cash burn.
In Fitch's view, RadioShack does not have material sources of
liquidity beyond its revolver as virtually all of its assets have
been pledged to its credit facilities. As a result, there
continues to be a high likelihood of a bankruptcy filing or other
outcome that is detrimental to bondholders.
On Dec. 1, 2014, the company received a notice of default and
acceleration from Salus Capital Partners, the agent for the $250
million term loan. The notice of default asserts that the Oct. 3,
2014 recapitalization was a prohibited affiliate transaction that
resulted in an impermissible over-advance on the facility,
restricted RadioShack's ability to make payments on the term loan,
and overstated the borrowing base.
RadioShack disputes these assertions. If it is determined that an
event of default has occurred, this will trigger a cross-default
in the $585 million ABL facility, and an acceleration of the term
loan would be an event of default of the $325 million of senior
unsecured notes.
Per Fitch's recovery analysis, Fitch believes that the $585
million senior secured ABL facility is well secured and would
receive a full recovery. The $250 million term loan has superior
recovery prospects (71-90%), and the $325 million of senior
unsecured notes have poor recovery prospects (0-10%).
RadioShack reported continued weak operating results in its third
quarter, including a 13.4% drop in comparable store sales focused
in the mobility platform, which posted a sharp 24.7% sales decline
due to a lack of availability of new handset offerings, as well as
a 3.1% decline in the retail platform.
The gross margin rate was up 180 basis points due to the mix shift
toward the retail segment, but the expense ratio was up 280 basis
points and a due to expense deleveraging. EBITDA was negative $94
million compared with negative $51 million in the third quarter of
2013.
Management outlined a substantial cost cutting program that would
result in nearly $300 million of annual savings and expected to be
completed by January 2015. These savings would come from store
operations, regional management ($100 million), marketing ($105
million), professional fees ($41 million), store and other
overhead ($28 million) and corporate ($21 million). These savings
represent a sizable 21% of RadioShack's LTM operating expenses of
$1.4 billion, and represent a substantial operational
restructuring over a very short period of time.
Even if the company is able to achieve these savings, and ignoring
any necessary one-time costs, the company would likely still be in
a negative EBITDA position absent the completion of significant
store closures, which management estimates would yield an
additional $90 million of savings, but for which the company has
yet to receive lender approval.
Fitch currently rates RadioShack as follows:
-- Long-term IDR 'C';
-- $535 million senior secured ABL revolver 'CCC/RR1';
-- $50 million senior secured ABL term loan 'CCC/RR1';
-- $250 million secured term loan 'CCC-/RR2';
-- Senior unsecured notes 'C/RR6'.
RADIOSHACK CORP: Didn't Breach Covenant With Lenders, ISDA Says
---------------------------------------------------------------
Krystina Gustafson at CNBC reports that the committee of the
International Swaps and Derivatives Association has ruled
unanimously that no credit event was triggered when the Company
entered into a refinancing agreement with Standard General in
October.
Citing the committee, Sridhar Natarajan at Bloomberg News says
that the more than $25 billion of contracts tied to the Company's
debt don't need to be settled.
According to Maria Halkias at The Dallas Morning News, the
committee's ruling doesn't resolve the dispute between the Company
and Salus Capital Partners LLC, which claimed that the Company was
in default on its $250 million term loan and demanded immediate
full payment. Bloomberg News recalls that Salus Capital accused
the Company of breaching the terms of a $250 million loan after
accepting rescue financing arranged in October 2014 by affiliates
of its largest shareholder, Standard General. Citing a Company
spokesperson, The Dallas Morning News says that the Company was up
to date on all its payments to Salus Capital.
The New York Post relates that the Company is in talks with
Verizon Wireless, AT&T, and Sprint, telling the cellular carriers
that it will be forced to file Chapter 11 bankruptcy if it cannot
rework its cellular deals.
Kim Bhasin at Huffingtonpost.com says that the Company said on
Thursday it plans to close hundreds of stores, cutting budgets and
laying off retail employees in corporate headquarters.
Huffingtonpost.com states that the Company hopes to save more than
$400 million. Citing chief executive Joe Magnacca,
Huffingtonpost.com reports that 50% of the Company's "field
managers" will be cut, saving $17 million annually. Mr. Magnacca,
according to the report, expects to save an additional $18 million
through staff cuts at the corporate level.
Reuters relates that the Company said lenders have not agreed to
the closure of 1,100 stores.
Huffingtonpost.com quoted Belus Capital Advisors CEO and chief
equities strategist Brian Sozzi, as saying, "Cost cuts won't
change one key, fundamental thing: The stores are too small to
properly showcase the tech of today." The report says that Mr.
Sozzi predicted the Company "will be officially entering the
retail grave site in 2015."
About Radioshack Corporation
RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs. RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.
* * *
As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.
"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.
In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.
The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1. "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.
REALOGY HOLDINGS: Sherry Smith Named to Board of Directors
----------------------------------------------------------
Sherry M. Smith was appointed to the Board of Directors of Realogy
Holdings Corp. and the Board of Managers of Realogy Holdings'
indirect wholly owned subsidiary, Realogy Group LLC. She was also
appointed as a member of the Audit Committee of the Board of
Realogy Holdings and the Board of Managers of Realogy Group LLC
and designated as an "audit committee financial expert" by the
Realogy Holdings Board.
Ms. Smith has been determined by the Board to be an independent
director for purposes of the listing standards of The New York
Stock Exchange. With Ms. Smith's appointment, the Realogy
Holdings Board now consists of nine directors, seven of whom are
independent directors and four of whom are women.
Ms. Smith, age 53, spent 25 years with SuperValu Inc., a grocery
retailer and food distributor, most recently as its chief
financial officer and executive vice president from December 2010
until August 2013. She previously served as senior vice president
of finance from 2006 until 2010, and before that as senior vice
president of finance and treasurer from 2002 until 2005, and in
various other capacities with SuperValu Inc., from 1987 to 2002
including accounting, audit, controller, compensation, mergers and
acquisitions, strategic planning and treasury.
Ms. Smith will receive compensation for her service as a Realogy
Holdings director and member of its Audit Committee in accordance
with the Realogy Holdings' director compensation guidelines.
There have been no transactions and there are no currently
proposed transactions in which the Realogy Holdings or Realogy
Group was or is to be a participant and in which Ms. Smith had or
will have a direct or indirect material interest that requires
disclosure pursuant to Item 404(a) of Regulation S-K.
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is a global leader in
residential real estate franchising with company-owned real estate
brokerage operations doing business under its franchise systems as
well as relocation and title services. Realogy's brands and
business units include Better Homes and Gardens(R) Real Estate,
CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R),
The Corcoran Group(R), ERA(R), Sotheby's International Realty(R),
NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's
franchise system members operate approximately 13,500 offices with
251,000 independent sales associates doing business in 104
countries around the world. Realogy is headquartered in Madison,
N.J.
* * *
In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to 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.
REICHHOLD HOLDING: Court Approves Jan. 8 Auction of Assets
----------------------------------------------------------
The Bankruptcy Court authorized Reichhold Holdings US, Inc., to
conduct a sale process where Reichhold Acquisitions Holdings LLC,
a wholly owned U.S. subsidiary of Reichhold Holdings International
B.V., would be the stalking horse purchaser in an auction for the
assets.
An auction will be held on Jan. 8, 2015, at 10:00 a.m., at the
offices of Hahn & Hassen LLP, lead counsel to the Official
Committee of Unsecured Creditors, 488 Madison Avenue, 14th Floor,
New York City. Qualified bids are due Jan. 6, at 5:00 p.m.
The Court will convene a hearing on Jan. 9, at 2:00 p.m., to
consider the sale of assets to the winning bidder. Objections, if
any, are due, Jan. 2, at 4:00 p.m.
As reported in the Troubled Company Reporter on Nov. 26, 2014, to
facilitate the ultimate sale of the business to senior secured
noteholders, a non-bankrupt affiliate will act as the so-called
stalking horse, which will bid a portion of the junior bankruptcy
loan equal to $15 million in lieu of cash, waive all junior
financing obligations not included in that amount, and pay closing
and wind-down expenses to the extent the company doesn't have
enough cash of its own. Reichhold proposes that competing bids
will be due Dec. 30 in advance of an auction on Jan. 6, the report
related.
A copy of the sale motion is available for free at
http://bankrupt.com/misc/ReichholdHoldings_221_motionsale.pdf
Previous Objections
Prior to the sale procedures order, the Pension Benefit Guaranty
Corporation, an agency of the United States Government and a
creditor, filed an objection, stating that the bidding procedures
must be modified to encourage assumption of the pension plan. If
the Debtor's pension plan terminates, the PBGC reserves its rights
to request from Debtors, the stalking horse purchaser, or
designated purchaser copies of all pension and personnel records
for participants in the Pension Plan.
Another creditor, Texmark Chemicals, Inc., claimed that the
procedures were inadequate because, among other things, they fail
to indicate whether, when, or how contract counterparties will
receive information about the stalking horse bid and competing
bids, so as to enable them to formulate and file timely objections
on the issue of adequate assurance of future performance.
Moreover, Janet Holley, the duly-elected tax collector in and for
Escambia County, Florida, said that the motion to sell does not
make clear what provision, if any, will be made for the full
payment and satisfaction of the tax collector's lien for the 2014
and 2015 calendar year against which taxes have been located in
Escambia County, Pensacola, Florida to be sold under the sale
agreement.
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. The Creditors' Committee retains Hahn &
Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, and
Capstone Advisory Group, LLC and Capstone Valuation Services, LLC,
as financial advisor.
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.
RESTORGENEX CORP: Isaac Blech Has 10.5% Stake as of Dec. 10
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Isaac Blech and his affiliates disclosed that
as of Dec. 10, 2014, they beneficially owned 1,976,145 shares of
common stock of Restorgenex Corporation representing 10.5 percent
of the shares outstanding.
On Jan. 1, 2014, the Company granted Mr. Blech options to purchase
16,851 shares of Common Stock at an exercise price equal to $3.00
per share in consideration for his service as Vice Chairman of the
Board of the Company. This option vests in quarterly installments
for three years following the date of grant, commencing on the
last day of the calendar quarter in which the grant date occurs.
This option expires on Dec. 31, 2023.
On July 24, 2014, the Company granted Mr. Blech options to
purchase 87,449 shares of Common Stock at an exercise price equal
to $3.92 per share in consideration for his service as Vice
Chairman of the Board of Directors of the Company. This option
vests in quarterly installments for three years following the date
of grant, commencing on the last day of the calendar quarter in
which the grant date occurs. This option expires on July 23,
2024.
On Oct. 21, 2014, the Company entered into a Debt Conversion
Agreement with Mr. Blech pursuant to which Mr. Blech converted a
promissory note with an original principal amount of $200,000 into
100,000 shares of Common Stock and a warrant to purchase 75,000
shares of Common Stock at an exercise price of $4.80 per share.
The warrant is immediately exercisable and expires on Oct. 21,
2018.
A full-text copy of the regulatory filing is available at:
http://is.gd/ML1scv
About RestorGenex
RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas. The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014. RestorGenex Corporation is based in Los Angeles,
California.
Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.
The Company's balance sheet at Sept. 30, 2014, showed $50.54
million in total assets, $7.74 million in total liabilities and
$42.79 million in total stockholders' equity.
Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations. These
conditions, the auditors noted, raise substantial doubt as to the
ability of RestorGenex Corporation to continue as a going concern.
RESTORGENEX CORP: Chairman Holds 7.4% Stake as of Dec. 8
--------------------------------------------------------
Sol J. Barer, Ph.D., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that as of Dec. 8, 2014,
he beneficially owned 1,398,371 shares of common stock of
Restorgenex Corporation representing 7.4 percent of the shares
outstanding. Dr. Barer is currently the Chairman of the Board of
Directors of the Company. A full-text copy of the regulatory
filing is available at http://is.gd/fyAN9W
About RestorGenex
RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas. The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014. RestorGenex Corporation is based in Los Angeles,
California.
Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.
The Company's balance sheet at Sept. 30, 2014, showed $50.54
million in total assets, $7.74 million in total liabilities and
$42.79 million in total stockholders' equity.
Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations. These
conditions, the auditors noted, raise substantial doubt as to the
ability of RestorGenex Corporation to continue as a going concern.
RESTORGENEX CORP: David Sherris Reports 8.8% Stake as of Dec. 8
---------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, David Sherris, Ph.D., disclosed that as of Dec. 8,
2014, he beneficially owned 1,646,302 shares of common stock of
Restorgenex Corporation representing 8.8 percent of the shares
outstanding. A copy of the regulatory filing is available for
free at http://is.gd/VFdETp
About RestorGenex
RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas. The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014. RestorGenex Corporation is based in Los Angeles,
California.
Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.
The Company's balance sheet at Sept. 30, 2014, showed $50.54
million in total assets, $7.74 million in total liabilities and
$42.79 million in total stockholders' equity.
Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations. These
conditions, the auditors noted, raise substantial doubt as to the
ability of RestorGenex Corporation to continue as a going concern.
REVEL AC: Judge Nixes $110 Million Deal to Sell Casino
------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Gloria Burns in New Jersey has scrapped a
$110 million deal to sell Atlantic City, N.J.'s closed Revel
Casino Hotel to Canadian private-equity firm Brookfield Property
Partners LP, approving the casino operator's request to terminate
the sale, placing a Florida-based real-estate developer in line to
purchase the property.
As previously reported by The Troubled Company Reporter, citing
The Deal, Revel AC has asked the bankruptcy court to approve the
sale of its assets to backup bidder Polo North County Club Inc.,
which offered $95.4 million, after the winning bidder, Brookfield
Property, backed out of the deal.
A Brookfield representative has said in November that it wouldn't
be moving forward with the $110 million sale because, according to
sources, Brookfield was spooked by the situation involving ACR
Energy Partners LLC, a joint venture between South Jersey
Industries Inc. (SJI) and DCO Energy LLC whose power plant
provides Revel, its only customer, with air conditioning, hot
water and electricity. ACR's bondholders, owed $118 million, have
refused to renegotiate debt related to the JV's plant, casting
doubt on its future operation.
About Revel AC
Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.
Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.
The Chapter 11 cases are assigned to Judge Gloria M. Burns. The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.
Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.
White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.
The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP. The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.
This is Revel AC's second trip to bankruptcy. The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion. Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.
RIVIERA HOLDINGS: Hankin Removed as Company Director
----------------------------------------------------
Steven Hankin was removed as Director of Riviera Holdings
Corporation, a Nevada corporation (the "Company"), and Riviera
Operating Corporation, a Nevada corporation and wholly-owned
subsidiary of the Company ("ROC"), effective December 8, 2014.
On December 8, 2014, the holder of 100% of the Company?s Class A
Shares elected Robert Scoville, age 56, to serve as Director of
the Company. The Company, in its capacity as sole shareholder of
ROC, elected Mr. Scoville to serve as Director of ROC.
Mr. Scoville was elected as a Class A Director pursuant to the
terms of the Stockholders Agreement, dated as of April 1, 2011, by
and among SCH/VIII Bonds, L.L.C., SCH/VIII Bonds II, L.L.C.,
SCH/VIII Bonds III, L.L.C., SCH/VIII Bonds IV, L.L.C., Cerberus
Series Four Holdings, LLC, Desert Rock Enterprises, LLC, Strategic
Value Special Situations Master Fund, LP, Riviera Voteco, L.L.C.
and the Company. In addition, Mr. Scoville was appointed to serve
as a member of the Management Agreement Committee pursuant to the
Resort Management Agreement with Paragon Riviera LLC.
As reported by the Troubled Company Reporter in August, the
Company disclosed in a regulatory filing it was in negotiations
with its lenders, who are also stockholders, under the parties'
Credit Agreements concerning new financial covenants and other
amendments to the Credit Agreements to resolve an existing
default. "There can be no assurance that the Company will be
successful in doing so or that such amendments will be on
favorable terms to the Company. The conditions and events
described above raise substantial doubt about the Company's
ability to continue as a going concern," the Company said.
About Riviera Holdings
Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located on Las Vegas Boulevard in Las Vegas, Nevada.
Riviera Hotel & Casino, which opened in 1955, has a long-standing
reputation for delivering traditional Las Vegas-style gaming,
entertainment and other amenities.
On July 12, 2010, RHC, ROC and the Riviera Black Hawk casino filed
petitions for relief under the provisions of Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy
Court for the District of Nevada. On Nov. 17, 2010, the
Bankruptcy Court entered a written order confirming the Debtors'
Second Amended Joint Plan of Reorganization. On December 1, 2010,
the Plan became effective. On April 1, 2011, the Debtors emerged
from reorganization proceedings under the Bankruptcy Code.
Thomas H. Fell, Esq., at Gordon Silver, represented the Debtors in
the Chapter 11 cases. XRoads Solutions Group, LLC, served as the
financial and restructuring advisor. Garden City Group Inc.
served as the claims and notice agent.
On April 26, 2012, RHC completed the sale of Riviera Black Hawk
casino to Monarch Casino and Resorts, Inc., and its wholly-owned
subsidiary Monarch Growth Inc. The Buyer purchased Riviera Black
Hawk by acquiring all of the issued and outstanding shares of
common stock of RHC's subsidiary Riviera Black Hawk. The Buyer
paid $76 million for the stock, subject to certain post-closing
working capital adjustments. At the closing, ROC paid or
satisfied substantially all of RBH's indebtedness (which consisted
of inter-company accounts and equipment leases) and placed $2.1
million of working capital in a restricted bank account.
Accordingly, the Company has reflected the business, including
gain on sale, as discontinued operations.
In July 2013, Moody's Investors Service downgraded Riviera
Holdings' ratings, including its Corporate Family Rating to
Caa3 from Caa2 and its Probability of Default Rating to Caa3-PD
from Caa2-PD. At the same time, Moody's downgraded Riviera's first
lien term loan and revolver to Caa2 from Caa1, its second lien
term loan to Ca from Caa3 and its Speculative Grade Liquidity
rating to SGL-4 from SGL-3. The rating outlook is negative.
The downgrade reflected Moody's view that Riviera's capital
structure is unsustainable given growing operating losses and its
inability to cover debt service and capex needs given limited
available cash balances. Moody's at that time said that, although
the company continues to pay required interest on time, it remains
in technical default of financial covenants.
ROBINSON TRUCKING: Case Summary & 14 Unsecured Creditors
--------------------------------------------------------
Debtor: Robinson Trucking Incorporated
18128 E. Big Creek Road
Sidney, KY 41564
Case No.: 14-70794
Chapter 11 Petition Date: December 11, 2014
Court: United States Bankruptcy Court
Eastern District of Kentucky (Pikeville)
Debtor's Counsel: Jamie L. Harris, Esq.
DELCOTTO LAW GROUP PLLC
200 North Upper Street
Lexington, KY 40507
Tel: (859) 231-5800
Email: jharris@dlgfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lisa Robinson, vice president.
A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kyeb14-70794.pdf
SCIENTIFIC GAMES: Richard Haddrill Elected Exec. Vice Chairman
--------------------------------------------------------------
The Board of Directors of Scientific Games Corporation elected
Richard Haddrill as executive vice chairman of the Board,
effective Dec. 4, 2014, according to a regulatory filing with the
U.S. Securities and Exchange Commission.
Mr. Haddrill was appointed to serve on the Executive and Finance
Committee of the Board. In his role as Executive Vice Chairman,
Mr. Haddrill will, among other things, focus on assisting the
Company realize its business and financial objectives in
connection with the integration of Bally Technologies, Inc., which
the Company acquired in November 2014. Mr. Haddrill will also
focus on new business development, as well as providing general
strategic guidance to the Company's management. Mr. Haddrill will
report to the Board.
Mr. Haddrill served as chief executive officer of Bally from 2004
to 2012 and from May 2014 until the Company's acquisition of Bally
in November 2014. Mr. Haddrill served as a member of the board of
directors of Bally from 2003 until the acquisition, including
serving as Chairman of Bally's board of directors from 2012 to
2014. Prior to becoming Bally's chief executive officer, Mr.
Haddrill served as chief executive officer and as a member of the
board of directors of Manhattan Associates, Inc., a global leader
in software solutions to the supply chain industry. Prior to
that, Mr. Haddrill served as president and chief executive officer
of Powerhouse Technologies, Inc., a technology and gaming company
involved in the video lottery industry and online lottery and
racetrack systems. Mr. Haddrill is Chairman of the board of
directors of Corrective Education Company, a company involved in
providing training and education alternatives to judicial
prosecution. Mr. Haddrill is a director of the American Gaming
Association and The Smith Center for the Performing Arts in Las
Vegas.
On Dec. 8, 2014, the Company entered into an employment agreement
with Mr. Haddrill in connection with his appointment as Executive
Vice Chairman. The term of Mr. Haddrill' employment agreement is
scheduled to expire on Dec. 31, 2017, subject to automatic
extension for an additional year at the end of the term unless
timely notice of non-renewal is given.
Under the agreement, Mr. Haddrill will receive an annual base
salary of $1,500,000. On Dec. 8, 2014, Mr. Haddrill received a
sign-on equity award of 30,384 restricted stock units, which are
scheduled to vest over four years. In addition, on Jan. 1, 2015,
Mr. Haddrill will receive an award of performance-conditioned RSUs
with a grant date value of $4,500,000 at "target" opportunity,
with 50% of such RSUs subject to vesting after three years if
certain financial criteria are met and 50% of such RSUs subject to
annual vesting if certain strategic and business goals are met.
Mr. Haddrill's agreement also contains, among other things,
covenants imposing on him certain obligations with respect to
confidentiality and proprietary information, and restricting his
ability to engage in certain activities in competition with the
Company during his employment and for a period of 12 months after
termination.
About Scientific Games
Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets. The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services. For more information, please
visit: www.scientificgames.com.
Scientific Games reported a net loss of $30.2 million in 2013, a
net loss of $62.6 million in 2012 and a net loss of $12.6 million
in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $4.03
billion in total assets, $3.93 billion in total liabilities and
$105.7 million in total stockholders' equity.
* * *
The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to B1. The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.
As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.
"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.
SEARS METHODIST: Files Chapter 11 Plan and Disclosure Statement
---------------------------------------------------------------
Sherri Toub, a bankruptcy columnist for Bloomberg News, reported
that Sears Methodist Retirement System Inc., a nonprofit operator
of senior living homes in Texas that's put its facilities up for
sale, filed a Chapter 11 plan and explanatory disclosure
materials.
According to the report, the proposed plan provides for the
orderly sale of substantially all of the retirement system's
assets and the creation of a liquidating trust for the benefit of
unsecured creditors. Claims against various Sears Methodist
entities are separately classified under the plan, with status,
treatment, voting rights and estimated recovery depending on which
debtor the claim is against, the report related.
About Sears Methodist
As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors. The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").
Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014. The cases are assigned to Judge Stacey
G. Jernigan.
The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC. The Debtors' notice, claims and solicitation
agent is GCG Inc.
The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors. The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.
SEARS HOLDINGS: Suspending Filing of Reports With SEC
-----------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission a Form 15 to terminate the registration of its
rights to purchase units consisting of senior notes and warrants
and subscription rights to purchase common shares of Sears Canada
Inc. As a result of the Form 15 filing, the Company is not
anymore obligated to file periodic reports with the SEC.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SEVEN GENERATIONS: S&P Raises CCR to 'B' on Improved Liquidity
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Calgary, Alta.-based Seven Generations
Energy Ltd. to 'B' from 'B-'. At the same time, Standard & Poor's
raised its senior unsecured debt rating on the company's rated
debt to 'CCC+' from 'CCC'. The outlook is stable. The recovery
rating on the senior unsecured debt is unchanged at '6', and
indicates S&P's expectation of negligible recovery (0%-10%) under
our simulated default scenario.
"We base our decision to raise the ratings on our view that the
company should be able to realize its 2015 production growth
targets, having bolstered its near-term liquidity through its
recently completed IPO," said Standard & Poor's credit analyst
Michelle Dathorne. "Even considering the potential cash flow
implications of current crude oil and natural gas prices, we
believe Seven Generations should maintain sufficient liquidity to
fully fund its 2015 drilling program, and complete the
infrastructure projects needed to support its projected production
levels. Beyond 2015, we believe cash flow adequacy and leverage
metrics should continue to support the 'B' rating, even if current
hydrocarbon prices persist," Ms. Dathorne added.
The ratings on Seven Generations reflect Standard & Poor's view of
the considerable development risks associated with the company's
current low proved developed reserves ratio, which was about 8%
based on its July 1, 2014, reported reserves; and the execution
risk inherent in the company's rapid production growth forecast.
S&P believes the improved operating efficiency, strengthened
financial risk profile, and balanced product mix partially offset
these weaknesses.
Seven Generations is an exploration and production company, with
an accelerated growth strategy for its producing asset, the Kakwa
River Project. Located approximately 100 kilometers south of
Grande Prairie, Alta., the project is a tight, liquids-rich
Montney gas and light oil project in the early stages of
development.
The stable outlook reflects Standard & Poor's expectation that
Seven Generations will be able to increase its daily average
production to about 60,000 barrels of oil equivalent per day in
2015, and sustain the operating efficiency improvements it has
realized to date, as well as benefit from improving economies of
scale. The outlook also incorporates S&P's expectation that the
company's key leverage metrics, specifically its three-year (2014-
2016) weighted average debt-to-EBITDA, will remain below 4.0x.
S&P would lower the rating if Seven Generations' liquidity
position deteriorated such that the company is unable to fund at
least its maintenance capital spending requirements beyond 2015.
Although S&P believes Seven Generations should maintain adequate
cushion in its forecast cash flow adequacy and leverage metrics in
2015 and 2016, a negative rating action could also occur if the
company's weighted-average debt-to-EBITDA exceeded 4x.
A positive rating action would be contingent on Seven Generations'
ability to strengthen its business risk profile. The company can
achieve this, for example, if it increased the percentage of its
proved developed reserves to at least 40%, thereby lowering the
execution risk associated with bringing its proved undeveloped
reserves to production.
SOLAR POWER: Enters Into MOU to Invest in Guocang Group Limited
---------------------------------------------------------------
Solar Power, Inc., entered into a Memorandum of Understanding with
Mr. Choi Chiu Fai Stanley, a Hong Kong resident who holds
106,250,000 shares of common stock of the Company, and Guocang
Group Limited, a company incorporated in Bermuda with limited
liability whose issued shares, each of HK$0.05 in the capital of
Guocang, are listed on the Stock Exchange of Hong Kong Limited
under stock code 559, whereby each of the Company and Mr. Choi
contemplated to subscribe for and purchase a total of
38,277,511,960 Guocang Shares, and Guocang contemplated to allot
and issue the Subscription Shares to the Company and Mr. Choi, at
approximately HK$0.03135 per Guocang Share and for an aggregate
purchase price of HK$1,200 million (approximately US$154.8
million) pursuant to the terms and conditions as set out in the
MOU. The exact number of the Subscription Shares to be subscribed
by the Company and Mr. Choi, respectively, will be negotiated in
good faith among the Company, Mr. Choi and Guocang. The Company
may designate its subsidiary and Mr. Choi may designate his wholly
owned subsidiary to subscribe for their respective portions of the
Subscription Shares and enter into a definitive subscription
agreement. If the Subscription materializes according to the
terms of the MOU, the Company and Mr. Choi will together own
approximately 91.42% of the equity interest in Guocang immediately
following the closing of the Subscription.
Under the terms and conditions of the MOU, among other things, (i)
the proceeds of the Subscription will be applied by Guocang for
the development of solar energy business; (ii) each of the
Company, Mr. Choi and Guocang agreed to negotiate in good faith
and facilitate the entry into a definitive subscription agreement
within 90 days from the date of the MOU or on a later date as
determined by the parties thereto; (iii) each party to the MOU
will be responsible for the costs incurred by itself in connection
with the preparation of the MOU and the definitive subscription
agreement, as well as the completion of the Subscription; and (iv)
the MOU is governed by the laws of Hong Kong, and each party to
the MOU agreed to submit to the non-exclusive jurisdiction of the
courts of Hong Kong.
Pursuant to the terms and conditions of the MOU, the Subscription
will be conditional upon the following conditions precedent:
(i) Each of the Company and Mr. Choi notifies Guocang that it
is, in its absolute discretion, satisfied with the results
of due diligence review conducted on the business and
operations of Guocang (subject to waiver by the Company and
Mr. Choi);
(ii) A reduction in the capital of Guocang becomes effective, and
such reduction in capital is approved by the shareholders of
Guocang;
(iii) The Subscription and all related matters, including but not
limited to, compliance with applicable HKSE rules, are
approved by the shareholders of Guocang;
(iv) The Securities and Futures Commission of Hong Kong grants
the necessary waiver for the Subscription to become
effective, and the Listing Committee of the HKSE grants
listing approval for the Subscription Shares without
subsequently revoking that approval;
(v) The Bermuda Monetary Authority grants consent, if required,
to the issuance of the Subscription Shares;
(vi) The closings of the issuance and subscription of the
respective portions of the Subscription Shares by the
Company and Mr. Choi will be concurrent and are conditional
upon each other;
(vii) Each party to the MOU takes all necessary steps and actions
to ensure that Guocang would be in compliance with the
minimum public float requirement under applicable HKSE
rules; and
(viii) Any other conditions precedent to be included in the
definitive subscription agreement.
The MOU is binding to the parties thereto only with respect to
confidentiality, costs, legal effect, counterparts and governing
law and jurisdiction provisions.
About Solar Power
Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services. Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor. The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.
Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.
The Company's balance sheet at Sept. 30, 2014, showed $112.85
million in total assets, $61.18 million in total liabilities and
$51.67 million in total stockholders' equity.
Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014. These matters
raise substantial doubt about the Company's ability to continue as
a going concern, the auditors noted.
SOVEREIGN CAPITAL VI: Fitch to Withdraw 'BB' Pref. Stock Rating
---------------------------------------------------------------
Fitch Ratings plans to withdraw its ratings on Santander Holdings
USA and Santander Bank, N.A. (formerly Sovereign Bank N.A.) on or
about Jan. 5, 2015, for business reasons. Fitch will continue to
rate its parent company, Banco Santander, S.A.
Fitch currently rates Santander Holdings USA and Santander Bank,
N.A. (Formerly Sovereign Bank N.A.) as:
Santander Holdings USA
-- Long-term Issuer Default Rating (IDR) 'BBB+'; Outlook
Stable;
-- Senior Unsecured 'BBB+';
-- Support '2';
-- Short-term IDR 'F2'.
-- Commercial paper 'F2'.
Santander Bank, N.A. (Formerly Sovereign Bank N.A.)
-- Long-term IDR 'BBB+' ; Outlook Stable;
-- Long-term deposit rating 'A-' ;
-- Subordinated debt 'BBB' ;
-- Short-term IDR 'F2';
-- Support Rating '2';
-- Short-term deposit rating 'F2'.
Sovereign Capital Trust VI
-- Preferred stock 'BB' .
Sovereign Real Estate Investment Trust Holdings
-- Preferred stock 'BB-'.
Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient. Fitch believes that investors benefit from increased
rating coverage by Fitch and is providing approximately 30 days'
notice to the market on the withdrawal of Santander Holdings USA
and Santander Bank, N.A. (Formerly Sovereign Bank N.A.) ratings as
a courtesy to investors.
Fitch's last rating action occurred on June 5, 2014.
SPEEDEMISSIONS INC: Emission Testing Stores Acquired by Dekra
-------------------------------------------------------------
Speedemissions, Inc., announced that Dekra Automotive North
America, Inc., has acquired the Company's six Salt Lake City area
stores currently doing business as Just Emissions. Dekra
currently has over 50 vehicle emission (safety inspections where
required) stores in California, Georgia North Carolina and Texas,
and the acquisition represents Dekra's first emission locations in
Utah.
"After carefully analyzing the current status of the emission
testing industry and recent fiscal challenges, it was determined
that the selling of the Utah operations was a prudent measure
which would eliminate company debt, while affording us the
opportunity to identify complementary services to help grow the
business," stated Rich Parlontieri, president and CEO of
Speedemissions. "The loss of land leases at several of our highly
profitable stores earlier this year and the struggles experienced
in the Houston trade area also contributed to this decision. The
sale to Dekra will provide us with the cash necessary to
strengthen our balance sheet by eliminating long-term debt and
allowing us to seek out other growth opportunities in related
automotive areas. The transaction also provides our loyal Salt
Lake City employees with an opportunity to be part of Dekra, the
premier company in auto emissions testing and safety inspections,"
added Parlontieri.
"Although we have reduced the number of our corporate stores
through this sale, by not renewing the leases of those under-
performing stores, our remaining locations in Atlanta and St.
Louis are reaching their target numbers. In addition, the cost-
saving measures in both the operations and corporate levels as
indicated in our last quarterly report have slowly begun to take
effect. We believe these steps and our remaining core emission
testing business will allow us to improve our financial position
in 2015," said Parlontieri.
"With respect to the future," Parlontieri added, "as a result of
information gleaned from our core emissions and safety testing
business, we have learned other business segments in the
automotive industry that we believe would be both complementary
and synergistic with our core business. We have identified one
particular industry that has the potential to be part of a
strategy similar to the formula used to build Speedemissions from
one store in 2001 to over 20 stores currently. Our research shows
this industry to be highly fragmented, and we hope that as 2015
unfolds we can enter this new business segment in a steady,
manageable fashion. In closing, we remain committed to increasing
value for our shareholders and moving the company forward."
About Speedemissions
Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.
Speedimissions reported a net loss of $814,482 in 2013 and a net
loss of $656,037 in 2012.
The Company's balance sheet at Sept. 30, 2014, showed
$2.04 million in total assets, $2.36 million in total liabilities,
$4.57 million in series A convertible, redeemable preferred stock,
and a $4.89 million total shareholders' deficit.
SPIRE CORP: Issues $264,000 Promissory Note to Chairman
-------------------------------------------------------
Spire Corporation, on Dec. 5, 2014, issued a secured promissory
note to Roger G. Little, Chairman of the Company's Board of
Directors, pursuant to which the Company is obligated to pay
Mr. Little an aggregate principal amount of $264,000. The Company
will use proceeds from the Note to fund certain ordinary course
operating expenses and other ordinary course obligations.
The Note is due and payable on Feb. 28, 2015, and is non-interest
bearing, except in the event of default, when the outstanding
principal balance of the Note would then bear interest at a rate
of 12% per annum. Events of default under the Note include (i)
the Company's failure to pay the amounts thereunder when due,
subject to a grace period as specified in the Note; (ii) a default
by the Company pursuant to the terms of the Security Agreement; or
(iii) certain events of bankruptcy of the Company.
The Company also agreed to pay Mr. Little a loan fee of $25,000 no
later than the Maturity Date. The Note and the loan fee may be
prepaid, in whole or in part, at any time by the Company without
penalty.
On Dec. 5, 2014, the Company entered into a security agreement
with Mr. Little, pursuant to which it granted Mr. Little a
security interest in certain of its collateral as security for the
Company's obligations under the Note.
About Spire Corp
Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.
Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.
The Company's balance sheet at Sept. 30, 2014, showed
$9.73 million in total assets, $15.6 million in total liabilities,
and a $5.87 million total stockholders' deficit.
McGladrey 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 incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million. The Company's credit
agreement with a bank is due to expire on April 30, 2014. These
factors raise substantial doubt about its ability to continue as a
going concern.
SPRING & ASH: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: Spring & Ash Creek W.M.U., LLC
c/o James R. Felton, Receiver
16000 Ventura Blvd., Suite 1000
Encino, CA 91436
Case No.: 14-15496
Chapter 11 Petition Date: December 11, 2014
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Maureen Tighe
Debtor's Counsel: Yi S Kim, Esq.
GREENBERG & BASS
16000 Ventura Blvd, Ste 1000
Encino, CA 91436
Tel: 818-382-6200
Fax: 818-986-6534
Email: ykim@greenbass.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James R. Felton, receiver.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-15496.pdf
STOCKTON, CA: Reorganization Plan to Become Effective in 3 Weeks
----------------------------------------------------------------
Roger Phillips at Recordnet.com reports that Stockton's lead
bankruptcy attorney, Marc Levinson, Esq., at Orrick, Herrington &
Sutcliffe LLP, informed the Hon. Christopher Klein of the U.S.
Bankruptcy Court for the Eastern District of California during a
Dec. 10 hearing that his client's reorganization plan will become
effective within three weeks.
Recordnet.com relates that the City will have to defend its plan
against a challenge by its lone remaining holdout creditor,
Franklin Templeton Investments, on Jan. 7, 2015. According to
Recordnet.com, Franklin Templeton has filed notice it will appeal
the Oct. 30 decision to confirm the Plan and wants the judge to
put a stay on the Plan's implementation until the appeal is heard.
The Bankruptcy Court deferred hearing arguments on Franklin
Templeton's bid for a stay, the report says.
Recordnet.com relates that Franklin Templeton lent the City $35
million for various projects in 2009. The report says that
Franklin Templeton, under terms of Plan, will get $4.35 million --
a 12% repayment. The report states that Franklin Templeton is
contesting the 1% repayment, worth about $300,000, that it is to
receive on the $32-million portion of its loan that was not
secured by collateral.
The City still has details it must finalize in settlements with
two other creditors, National Public Finance and Assured Guaranty,
Recordnet.com reports, citing Mr. Levinson.
About Stockton, Calif.
The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history. The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed. Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.
The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs. In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds. The list of
largest creditors includes $119.2 million owing on four other
series of bonds.
The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The
petition was signed by Robert Deis, city manager.
Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy. Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition. In August 2011, Vallejo was
given green light to exit the municipal reorganization. The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings. Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees. Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.
The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.
The Troubled Company Reporter, on Oct. 31, 2014, reported that
Judge Christopher Klein confirmed the debt-adjustment plan by the
city of Stockton, California, rejecting arguments that it unfairly
discriminated among creditors by chopping a mutual fund's recovery
to near zero while shielding city retirees from any impairment at
all.
* * *
The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.
The TCR, on Nov. 10, 2014, reported that Moody's Investors Service
has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series
2006 lease revenue bonds and affirmed the city's 2007 pension
obligation at Ca. Moody's have removed the developing outlook from
the Series 2006 bonds and Moody's have removed the negative
outlook from the Series 2007 bonds.
The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings
Services raised its long-term rating and underlying rating (SPUR)
to 'B-' from 'CCC' on the Stockton Public Financing Authority,
Calif.'s series 2003A and 2003B certificates of participation
(COPs) and its SPUR to 'B-' from 'CCC' on the authority's series
2006A lease revenue refunding bonds. Standard & Poor's also
affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series
2004 (arena project) revenue bonds. All series are appropriation
obligations of Stockton. The outlook on the series 2003A and
2003B COP long-term rating and SPUR and on the 2006A lease revenue
refunding bond SPUR is stable, and the outlook on the series 2004
revenue bond rating (arena project) is negative.
TANNING BED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tanning Bed, Inc.
fdba Tanning Bed Ltd.
fdba Tanning Bed Distribution Center, Ltd.
fdba Tanning Bed of Amherst, Ltd.
fdba Tanning International, Ltd.
fdba Tanning Bed of Cheektowaga, Ltd.
936 Union Road
West Seneca, NY 14224
Case No.: 14-12790
Chapter 11 Petition Date: December 11, 2014
Court: United States Bankruptcy Court
Western District of New York (Buffalo)
Judge: Hon. Michael J. Kaplan
Debtor's Counsel: Beth Ann Bivona, Esq.
DAMON MOREY LLP
The Avant Building
200 Delaware Avenue, Suite 1200
Buffalo, NY 14202-2150
Tel: (716) 856-5500
Fax: 716-856-5510
Email: bbivona@damonmorey.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel Humiston, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb14-12790.pdf
TERVITA CORP: Bank Debt Trades at 24% Off
-----------------------------------------
Participations in a syndicated loan under which Tervita Corp is a
borrower traded in the secondary market at 75.70 cents-on-the-
dollar during the week ended Friday, Jan. 24, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 7.79
percentage points from the previous week, The Journal relates.
Tervita Corp pays 500 basis points above LIBOR to borrow under the
facility. The bank loan matures on Jan. 24, 2018. The bank debt
carries Moody's B3 rating and S&P'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.
TRANSGENOMIC INC: Provides Business Update
------------------------------------------
Transgenomic, Inc., posted a Strategic Update on the "Investor
Relations" section of the Company's Web site at
http://www.transgenomic.com/investor-relationsto provide an
update regarding the Company's business and prospects. The
Strategic Update is available for free at http://is.gd/yvJ5P0
About Transgenomic
Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services. The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise. The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.
The Company reported a net loss available to common stockholders
of $16.71 million in 2013, a net loss available to common
stockholders of $8.98 million in 2012 and a net loss available to
common stockholders of $10.79 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $30.84
million in total assets, $20.61 million in total liabilities and
$10.23 million in stockholders' equity.
TRONOX INC: Bank Debt Trades at 2% Off
--------------------------------------
Participations in a syndicated loan under which Tronox Inc. is a
borrower traded in the secondary market at 97.58 cents-on-the-
dollar during the week ended Friday, Dec. 12, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 1.44
percentage points from the previous week, The Journal relates.
Tronox Inc. pays 300 basis points above LIBOR to borrow under the
facility. The bank loan matures on March 15, 2020. The bank debt
carries Moody's Ba2 rating and S&P's BBB- 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.
TIBCO SOFTWARE: S&P Assigns 'B-' CCR & Rates $1.67BB Loan 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-'
corporate credit rating to Palo Alto, Calif.-based TIBCO Software
Inc. The outlook is stable.
At the same time, S&P assigned a 'B-' issue-level rating and '3'
recovery rating to the company's $1.67 billion senior secured
first-lien term loan due 2020 and $125 million revolving credit
facility due 2019. The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; at the lower end of
the range) in the event of payment default.
S&P also assigned a 'CCC' issue-level rating and '6' recovery
rating the company's $950 million senior unsecured notes due 2021.
The '6' recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) in the event of payment default.
"The rating on TIBCO reflects our adjusted leverage of almost 11x
(pro forma for the transaction, excluding the asset sale bridge
facility and cost saving adjustments), the transition risk
associated with TIBCO's aggressive cost reduction plan, and the
company's recent slowing revenue growth," said Standard & Poor's
credit analyst Christian Frank.
Partially offsetting these factors are significant cost saving
opportunities that could result in adjusted leverage near 8x over
the next 12 months--if the company manages transition risk
effectively--and its established positions in the IT integration
and analytics software markets.
The stable outlook reflects S&P's view that TIBCO's cost saving
opportunities and adequate liquidity are likely to mitigate
unplanned business disruption from its cost restructuring
activities, such that the company is likely to meet its debt
service obligations over the next 12 months.
S&P could lower the rating if the expected headquarters sale-
leaseback transaction is not on track to be completed before the
asset sale bridge loan's maturity; if disruption from transition
activities causes licenses and professional services sales to
decline more than S&P expects, resulting in negative free
operating cash flow on a sustained basis; or if financial
covenants restrict access to revolver borrowings such that S&P
views the company's liquidity as less than adequate.
S&P could raise the rating if the company generates consistent
license sales and implements material cost reductions such that it
records sustained leverage below 8x.
TRUMP ENTERTAINMENT: Fight Over Brand Stuck in Bankruptcy Court
---------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Judge Kevin Gross in Delaware has refused to allow Donald Trump to
forge ahead with a legal fight to reclaim his luxury brand from
Trump Entertainment Resorts Inc., a descendant of the Atlantic
City, N.J., casino company he once led.
"This bankruptcy case right now is at a very sensitive and
critical stage," said Judge Kevin Gross in explaining his refusal
to immediately lift the bar shielding Trump Entertainment from
legal action while it struggles to survive under Chapter 11
protection, the Journal related.
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.
U.S. CONCRETE: S&P Raises CCR to 'B+'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Euless, Texas-based U.S. Concrete Inc. to 'B+'
from 'B'. The outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's $200 million senior secured notes due 2020 to 'B+' from
'B'. The recovery rating remains '4', indicating S&P's
expectation of average (upper end of 30% to 50% range) recovery
for bondholders in the event of a payment default.
"The stable rating outlook reflects our view that commercial
construction and public infrastructure spending will continue to
improve, supporting EBITDA growth and leverage comfortably below
4.0x debt to EBITDA over the next 12 months," said Standard &
Poor's credit analyst Pablo Garces. "In addition, we expect the
company will fund potential acquisitions in a manner that
maintains its adequate liquidity position."
S&P could lower the rating if leverage increases and is maintained
in the 4x to 5x range or if the company is unable to continue to
improve its cash flow measures. This could happen if commercial
construction activity and public spending projects fall short of
forecasts or if integration and capital spending exceed cash flow
from operations.
S&P do not view an upgrade as likely over the next year. However,
S&P could consider an upgrade if the company is able to
meaningfully grow in scale and scope as well as maintain leverage
under 3.0x on a sustained basis over the next 12 months.
UNIVERSAL HEALTH: Chapter 11 Trustee Files Liquidating Plan
-----------------------------------------------------------
Soneet R. Kapila, the court-appointed Chapter 11 Trustee for the
bankruptcy estate of Universal Health Care Group, Inc., filed a
proposed Plan of Liquidation and explanatory Disclosure Statement.
According to the Disclosure Statement dated Dec. 8, 2014, the Plan
is a liquidating plan that calls for the liquidation of all of the
assets of the Debtor, as the Debtor's business operations have
ceased.
The Plan contemplates that the trustee will serve as Liquidating
Agent who will be responsible for overseeing the Liquidating
Estate, which will be funded with all of the Debtor's assets as of
the confirmation date.
Upon Confirmation, the Trustee will quickly and efficiently
marshal the remainder of the Debtor's assets, resolve all
remaining litigation, determine the amount of claims that will be
allowed, and make distributions pursuant to the Waterfall
Schedule:
1) Pro Rata to the holders of Allowed Administrative Expense
Claims until paid in full;
2) Pro Rata to the holder of BankUnited's Subordinated
Administrative Expense Claim and Post-Confirmation Administrative
Expense Claims until paid in full;
3) Pro Rata to the holders of Allowed Priority Claims until
paid in full;
4) Pro Rata to the holders of Allowed Unsecured Claims and
Allowed Medical Provider Claims until paid in full;
5) Pro Rata Post-Petition interest to Allowed Unsecured Claims
and Allowed Medical Provider Claims.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/UniversalH_DSDEc8.pdf
About Universal Health Care Group
Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.
Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.
Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership. Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.
Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.
Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case. He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.
VIGGLE INC: Releases First Holiday Gift Guide
---------------------------------------------
Viggle Inc. released its first holiday gift guide, featuring
popular brand-name entertainment and electronic gift items that
are all redeemable with Viggle points. In addition to these
ultimate gift guide items, users have access to more than 7
million digital rewards, including downloadable or streaming TV
shows and movies from M-GO, featuring the hottest releases and
classic favorites for purchase or rental.
Viggle has assembled brand-name favorites in the holiday gift
guide, which can be viewed at:
http://www.affinioninteractive.com/catalog/index.html. The
selection includes great gifts for the holidays including SONY(R)
premium headphones, Fitbit(R) activity trackers, PlayStation 4
systems and even one of the hottest gifts this holiday season, a
drone.
The new holiday gift guide and digital rewards expansion comes as
Viggle Points can be earned faster than ever. The number of
points available for checking into TV programs on the Viggle app
has doubled and tripled in the last month. With the increases in
the points system starting in early November, the Viggle platform
has seen significant increases in usage across its brand
properties. Highlights include Viggle LIVE sessions increasing by
64 percent, total Viggle Music matches increasing by 51 percent
and unique monthly Wetpaint video engagements increasing by 46
percent over the prior month including a new monthly record in
November topping out at over 20 million unique users at
Wetpaint.com.
The accelerated points system was designed so users could easily
earn a movie weekly just by checking into a handful of bonus shows
and matching songs. For example, users who check into five TV
shows and play Viggle LIVE can earn a movie rental. Reward
redemption rates have also increased month over month by more than
60 percent, with an increase of 50 percent in redemption on days
when the holiday catalog is being promoted. In addition to
checking into shows, matching songs and playing games, the
recently announced Viggle Points API will allow points to be
earned at partner sites across the web as well as on 3rd party
apps. The value proposition of having a Viggle account has never
been more compelling.
People are watching TV in record numbers including live, DVR and
online, and now over 7.7 million registered users can earn TV
shows, movies, and other rewards regularly just for doing what
they love to do. Using Viggle while watching TV and listening to
music means real value this holiday season. Viggle is making it
easier than ever to turn those hours of binge watching into gifts
for family and friends.
"We are very encouraged by our ability to drive engagement across
the platform given the recent results we've seen since November.
The rate at which users can earn points has improved
substantially," said Julie Gerola, VP Rewards & Loyalty of Viggle
Inc. "We created the Holiday Gift Guide to highlight for our
users the range of great gifs that are now available for the
holidays. The response from our users has been fantastic."
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.
BDO USA, LLP, 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
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.
WALTER ENERGY: Bank Debt Trades at 19% Off
------------------------------------------
Participations in a syndicated loan under which Walter Energy, Inc
is a borrower traded in the secondary market at 80.60 cents-on-
the-dollar during the week ended Friday, Dec. 12, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents an increase of 2.96
percentage points from the previous week, The Journal relates.
Walter Energy, Inc. pays 575 basis points above LIBOR to borrow
under the facility. The bank loan matures on March 14, 2018. The
bank debt carries Moody's B3 rating and Standard & Poor's B-
rating. The loan is one of the biggest gainers and losers among
255 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
WESTMORELAND COAL: Gendell Holds 6.4% Stake as of Dec. 3
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that as of Dec. 3, 2014, they beneficially owned
1,087,377 shares of common stock of Westmoreland Coal Company
representing 6.4 percent of the shares outstanding. A copy of the
regulatory filing is available for free at http://is.gd/ySPzzU
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss applicable to
common shareholders of $8.58 million in 2012 and a net loss
applicable to common shareholders of $34.46 million in 2011.
* * *
As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'. "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.
Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to B3 from Caa1, and assigned Caa1 rating to the
company's proposed new $300 million First Lien Term Loan, the TCR
reported on Nov. 20, 2014. The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/
EBITDA will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.
WARNER MUSIC: Incurs $308 Million Net Loss in Fiscal 2014
---------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to the Company of $308 million on $3.02
billion of revenues for the fiscal year ended Sept. 30, 2014,
compared with a net loss attributable to the Company of $198
million on $2.87 billion of revenues for the fiscal year ended
Sept. 30, 2013.
As of Sept. 30, 2014, Warner Music had $5.95 billion in total
assets, $5.56 billion in total liabilities and $390 million in
total equity.
For the three months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Company of $26 million on
$771 million of revenues compared to a net loss attributable to
the Company of $57 million on $764 million of revenues for the
same period in 2013.
"We are proud of everything we accomplished this year," said
Stephen Cooper, Warner Music Group's CEO. "We had great success
with artists at all stages of their careers, breaking amazing new
talent as well as taking our established roster to new heights.
At the same time we expanded our digital footprint, announced
several groundbreaking partnerships and pushed into emerging
markets, ensuring we are well positioned to capitalize on future
growth opportunities as the industry evolves and streaming
services achieve scale."
"We improved our financial flexibility this year by lowering
interest cost with our April refinancing and we continue to look
for new and innovative opportunities to generate revenue and cost
savings," added Eric Levin, Warner Music Group's executive vice
president and CFO.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/jqBgE5
About Warner Music Group
Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003. The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.
The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing. The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists. The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.
In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.
On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE. On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended. On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act. The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.
* * *
As reported by the TCR on March 28, 2014, Standard & Poor's
Ratings Services affirmed its 'B+' corporate credit rating on
recorded music and music publishing company Warner Music Group
Corp. (WMG). S&P's rating and negative outlook reflect continued
uncertainty surrounding industry wide revenue and profitability
trends affecting WMG over the intermediate term, despite recent
signs of stabilization in the industry.
WPCS INTERNATIONAL: Appoints David Allen Chief Financial Officer
----------------------------------------------------------------
David Horin resigned as the chief financial officer of WPCS
International Incorporated effective Dec. 12, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.
WPCS International entered into an agreement with Chord Advisors,
LLC, on Sept. 1, 2014, pursuant to which Chord would provide the
Company with comprehensive outsourced accounting solutions and
pursuant to which, the Company appointed David Horin to serve as
the Company's chief financial officer. The Company notified Chord
that the Agreement would be terminated effective Dec. 31, 2014.
Effective Dec. 12, 2014, the Board of Directors of the Company
appointed David Allen as the Company's CFO.
Since June 2004, Mr. Allen has served as the chief financial
officer and a member of the board of Bailey's Express, Inc., a
private, family-owned business. From June 2006 to June 2013, Mr.
Allen was the chief financial officer and vice president of
Administration for Converted Organics, Inc. an environmentally
friendly clean technology company. Previously, Mr. Allen served
as chief financial officer (1999 - 2003) and President and Chief
Executive Officer (2003 - 2004) for Millbook Press, Inc., a
Brookfield, Connecticut publisher of children's books and as the
chief financial officer and vice president of administration of
JDM, Inc., a Wilton, Connecticut business development and
consulting company to the direct marketing business. Mr. Allen
has also previously worked for DeAgostini USA Inc., Contiki Travel
and Arthur Anderson & Co.
Mr. Allen has been an adjunct professor at Western Connecticut
State University since 2005. Mr. Allen holds a B.S. degree in
Accounting and an M.S. degree in Taxation from Bentley University
in Waltham, Massachusetts. Mr. Allen is a Certified Public
Accountant.
The Company has agreed to pay Mr. Allen an annual salary of
$140,000 on an at-will basis.
Special Meeting Adjourned
The Company held a special meeting of the holders of its common
stock on Dec. 12, 2014, at 10:00 a.m. to consider a proposal to
amend the certificate of incorporation to increase the authorized
number of shares of common stock from 14,285,714 to 75,000,000.
The Meeting was adjourned in order to permit the Company
additional time to solicit additional proxies as there were not
sufficient votes to approve the Proposal. The adjournment was
approved by a vote of 5,573,414 shares, with no shares voted
against the adjournment, thus constituting approval by more than
the majority of the holders of the common stock represented in
person or by proxy at the Meeting and entitled to vote on the
adjournment.
The adjourned Meeting will be held on Thursday, Jan. 8, 2015, at
10:00 a.m. at the offices of Sichenzia Ross Friedman Ference LLP,
61 Broadway, 32nd Floor, New York, New York 10006.
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.
YMCA OF MILWAUKEE: Plan to Return 90% to Unsecured Creditors
------------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., has
proposed a plan of reorganization that offers to return 90 cents
on the dollar to unsecured creditors.
According to the Debtor, the 90 percent payment for creditors each
holding a general unsecured claim for more than $500 against
either Debtor is the result of negotiations between the Debtors
and the Official Committee of Unsecured Creditors.
Except for BMO Harris Bank, N.A., which has agreed to accept a
multi-million dollar reduction on its unsecured claims, all other
creditors will be paid in full. They are therefore not impaired
by the Plan, and not entitled to vote on it. According to the
Disclosure Statement, the Plan proposes these terms:
-- Each holder of an unsecured claim of $500 or less against
either Debtor will be paid in full soon after the Plan becomes
effective, probably around mid-February 2015.
-- Each holder of a priority unsecured claim against one of the
Debtors -- such as for wages, employee benefits or taxes will be
paid in full soon after the Plan becomes effective, probably
around mid-February 2015.
-- Holders of tort claims will have the right to assert (or
continue asserting) their claims against the Debtors and their
liability insurance carriers.
-- Holders of all secured claims will be paid in full.
Only two of the ten Plan classes are impaired. They are the
unsecured claims of BMO, and general unsecured claims greater than
$500 against either Debtor. BMO has agreed to accept a treatment
that will yield a final recovery on its unsecured claims of
between 20% and 45%, making it possible for the Debtors to pay
other general unsecured creditors 90% of their claims.
The Debtors expect the effective date of the Plan to occur in the
middle of February 2015.
About YMCA Milwaukee
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.
YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.
YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities. YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities. The formal schedules of assets and
liabilities are due June 18, 2014.
The cases are assigned to Judge Susan V. Kelley.
The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. The
Debtors have engaged Ernst & Young LLP as their financial
advisors, and Reputation Partners, L.L.C. as their public
relations advisors. The Debtors have also tapped Fox, O'Neill &
Shannon, S.C. as their special counsel for real estate matters.
On June 30, 2014, the Official Committee of Unsecured Creditors
won approval to retain Goldstein & McClintock LLLP as its counsel,
provided that the G&M attorney who had represented the BMO
participant may not participate in representation of the
Committee. The Committee also won approval to hire Navera Group,
LLC as financial advisors.
* S&P Applies Revised FSFC Criteria on 33 U.S. Finance Companies
----------------------------------------------------------------
Standard & Poor's Ratings Services said on Dec. 11, 2014, it
reviewed its ratings on 33 U.S. finance companies and their
subsidiaries by applying its revised criteria for financial
services finance companies (FSFC), published on Dec. 9, 2014. As
a result, S&P has taken rating actions on these entities. The
rating actions were driven by revisions to S&P's criteria rather
than a sudden change of the issuers' creditworthiness. S&P also
took rating actions on certain subsidiaries as a result of
applying its new criteria to their parents.
S&P believes FSFCs' greatest risks relate more to their ability to
generate cash flow than to the amount of capital they have to
withstand credit losses. In this manner, FSFCs are similar to
nonfinancial corporations in that they are less likely to default
because of deterioration in the credit quality of their assets
than from a decline in their EBITDA. For finance companies whose
greatest risks relate to asset quality, funding and liquidity, and
tangible capital--some of the primary risks that banks face-- S&P
ill instead apply its nonbank financial institutions criteria.
S&P has now removed the under criteria observation (UCO)
identifier from its ratings on all entities listed.
S&P anticipates publishing, for most issuer credit ratings or
outlooks that change, research updates within 30 business days.
S&P anticipates publishing research updates in the first or second
quarters of 2015 for those entities that S&P did not change its
issuer credit ratings or outlooks on under the new criteria.
The research updates and ratings on specific issues will be
available on RatingsDirect.
RATINGS LIST
For ratings S&P affirmed, no rating appears in the "From" column.
To From
ACE Cash Express Inc.
Issuer Credit Rating B-/Stable/-- B/Stable
Senior Secured B- B
Recovery Rating 4 4
Altisource Portfolio Solutions S.A.
Issuer Credit Rating B+/Negative/--
Senior Secured B+
Recovery Rating 3
Altisource Solutions S.a.r.l.
Senior Secured B+
Recovery Rating 3
CBRE Services Inc.
Issuer Credit Rating BBB-/Pos./-- BB+/Pos./--
Senior Secured BBB-
Recovery Rating NR 2
Senior Unsecured BB+ BB
Recovery Rating NR 5
CB Richard Ellis Ltd.
Senior Secured BBB-
Recovery Rating NR 2
CNG Holdings Inc.
Issuer Credit Rating B-/Stable/--
Senior Secured B-
Recovery Rating 4
Community Choice Financial Inc.
Issuer Credit Rating B-/Stable/--
Senior Secured B-
Recovery Rating 4
Creditcorp
Issuer Credit Rating B/Stable
Senior Secured B
Recovery Rating 4
DTZ UK Guarantor Ltd.
Issuer Credit Rating B+/Stable/--
DTZ U.S. Borrower LLC
DTZ Aus Holdco Pty Ltd.
Senior Secured First Lien B+
Recovery Rating 3
Senior Secured Second Lien B-
Recovery Rating 6
Enova International Inc.
Issuer Credit Rating B/Stable/--
Senior Unsecured B
Recovery Rating 3 NR
Enterprise Fleet Management Inc.
Issuer Credit Rating BBB-/Stable/--
Euronet Worldwide Inc.
Issuer Credit Rating BBB-/Stable/--
Senior Unsecured BB+
First Cash Financial Services Inc.
Issuer Credit Rating BB/Stable/-- BB-/Stable/--
Senior Unsecured BB BB-
Recovery Ratings 3 NR
Greystar Real Estate Partners LLC
Issuer Credit Rating B+/Stable/--
Senior Secured B+
Recovery Rating 3
J.G. Wentworth LLC
Issuer Credit Rating B/Stable/-- B/Negative/--
Senior Secured B
Recovery Rating 3 NR
Orchard Acquisition Co. LLC
Senior Secured B
Recovery Rating 3 NR
Jones Lang LaSalle Inc.
Issuer Credit Rating BBB/Stable/A-2 BBB-/Pos./A-3
Senior Unsecured BBB BBB-
MoneyGram International
Issuer Credit Rating BB-/Negative/--
Senior Secured BB-
Recovery Rating 3 NR
Nationstar Mortgage LLC
Issuer Credit Rating B+/Negative/--
Senior Unsecured B+
Recovery Rating 4 NR
Nationstar Capital Corp.
Senior Unsecured B+
Recovery Rating 4 NR
NCP Finance L.P.
Issuer Credit Rating B-/Stable/--
Senior Secured B-
Recovery Rating 4 NR
NCP Finance Ohio LLC
Issuer Credit Rating B-/Stable/--
Senior Secured B-
Recovery Rating 4 NR
Nelnet Inc.
Issuer Credit Rating BBB-/Stable/--
Junior Subordinated BB
Preferred Stock BB (prelim)
Senior Unsecured BBB- (prelim)
Subordinated BB+ (prelim)
OCWEN Financial Corp.
Issuer Credit Rating B/Negative/--
Senior Secured B+ B
Recovery Rating 2 NR
Senior Unsecured CCC+ B-
Recovery Rating 6 NR
Ocwen Loan Servicing LLC
Senior Secured B+ B
Recovery Rating 2 NR
PHH Corp.
Issuer Credit Rating B+/Stable/B
Senior Unsecured B+
Recovery Rating 3 NR
Preferred Stock CCC+ (prelim)
Subordinated B- (prelim)
Commercial Paper B
Prospect Holding Co. LLC
Issuer Credit Rating B/Negative/--
Prospect Holding Finance Co.
Issuer Credit Rating B/Negative/--
Senior Unsecured B
Recovery Rating 3 NR
Prospect Mortgage LLC
Issuer Credit Rating B/Negative/--
Senior Unsecured B
Recovery Rating 3 NR
Provident Funding Associates L.P.
Issuer Credit Rating B/Stable/-- B+/Neg./--
Senior Unsecured B B+
Recovery Rating 3 4
PFG Finance Corp.
Senior Unsecured B B+
Recovery Rating 3 4
Speedy Group Holdings Corp.
Issuer Credit Rating B/Stable/--
Senior Unsecured CCC+
Recovery Rating 6
Speedy Cash Holdings Corp.
Issuer Credit Rating B/Stable/--
Speedy Cash Intermediate Holdings Corp.
Issuer Credit Rating B/Stable/--
Senior Secured B
Recovery Rating 4
SquareTwo Financial Corp.
Issuer Credit Rating B-/Negative/--
Senior Secured B-
Recovery Rating 4
Stearns Holdings LLC
Issuer Credit Rating B+/Negative/--
Senior Secured B+
Recovery Rating 3 NR
Sterling Mid-Holdings Ltd.
Issuer Credit Rating B-/Stable/-- B/Negative/--
DFC Finance Corp.
Senior Secured B- B
Recovery Rating 4 NR
Stonegate Mortgage Corp.
Issuer Credit Rating B/Stable/--
TitleMax Finance Corp.
Issuer Credit Rating B/Stable/--
Senior Secured B
Recovery Rating 4
TMX Finance LLC
Issuer Credit Rating B/Stable/--
Senior Secured B
Recovery Rating 4
Walker & Dunlop Inc.
Issuer Credit Rating BB-/Stable/--
Senior Secured BB-
Recovery Rating 3 NR
Walter Investment Management Corp.
Issuer Credit Rating B+/Negative/-- B+/Stable/--
Senior Secured B+
Recovery Rating 3 NR
Senior Unsecured B- B
Recovery Rating 6 NR
The Western Union Co.
Issuer Credit Rating BBB/Stable/A-2
Senior Unsecured BBB
Commercial Paper A-2
WEX Inc.
Issuer Credit Rating BB-/Stable/--
Senior Secured BB-
Senior Unsecured BB-
Wheels Inc.
Issuer Credit Rating A/Stable/A-1
Commercial Paper A-1
* S&P Applies New Ratings Criteria to 37 Global Asset Managers
--------------------------------------------------------------
Standard & Poor's Ratings Services said on Dec. 11, 2014, it
reviewed its ratings on 37 global asset managers by applying its
new ratings criteria for the sector. As a result, S&P has taken
rating actions on these entities. S&P also took rating actions on
certain subsidiaries as a result of applying its new criteria to
their parents. The rating actions were driven by revisions to
S&P's criteria rather than a sudden change of the issuers'
creditworthiness.
S&P defines asset managers as companies that derive a majority of
their revenues from management and performance fees for managing
third-party money or assets on the behalf of retail or
institutional investors. S&P rates asset managers under a similar
framework to its corporate criteria. S&P's assessment reflects
these companies' business risk profiles, their financial risk
profiles, and other factors that may modify the stand-alone credit
profile.
S&P has now removed the under criteria observation (UCO)
identifier from its ratings on all of the entities listed.
S&P anticipates publishing, for most issuer credit ratings or
outlooks that change, research updates within 30 business days.
S&P anticipates publishing research updates in the first or second
quarters of 2015 for those entities that S&P did not its issuer
credit ratings or outlooks on under the new criteria.
The research updates will be available on RatingsDirect.
RATINGS LIST
For ratings S&P affirmed, no rating appears in the "From" column.
To From
3i Group PLC
Issuer Credit Rating BBB/Stable/A-2
Senior Unsecured BBB
Affiliated Managers Group Inc.
Issuer Credit Rating BBB+/Stable/A-2 BBB/Positive/A-2
Senior Unsecured BBB+ BBB
Subordinated BBB(prelim) BBB-(prelim)
Preferred Stock BBB-(prelim) BB+(prelim)
AMG Capital Trust II
Preferred Stock BBB- BB+
AllianceBernstein L.P.
Issuer Credit Rating A+/Stable/A-1
Commercial Paper A-1
American Beacon Advisors Inc.
Issuer Credit Rating BB-/Stable/--
Senior Secured BB-
Recovery Rating 3 NR
Apollo Global Management LLC
Issuer Credit Rating A/Stable/--
Apollo Management Holdings L.P.
Issuer Credit Rating A/Stable/--
Senior Unsecured A
Apollo Principal Holdings I L.P.
Senior Unsecured A
Apollo Principal Holdings II L.P.
Senior Unsecured A
Apollo Principal Holdings III L.P.
Senior Unsecured A
Apollo Principal Holdings IV L.P.
Senior Unsecured A
AqGen Liberty Management I
AqGen Liberty Management II
Issuer Credit Rating B/Negative/--
Senior Secured B
Recovery Rating 3 NR
Ares Management L.P.
Issuer Credit Rating A-/Stable/--
Senior Unsecured A-
Ares Investments L.P.
Senior Unsecured A-
Ares Finance Co. LLC
Senior Unsecured A-
Ares Domestic Holdings L.P.
Senior Unsecured A-
Ares Holdings L.P.
Senior Unsecured A-
Ares Real Estate Holdings L.P.
Senior Unsecured A-
BlackRock Inc.
Issuer Credit Rating AA-/Stable/A-1+
Commercial Paper A-1+
Senior Unsecured AA-
Blackstone Group LP
Issuer Credit Rating A+/Stable/--
Senior Unsecured A+
Blackstone Holdings I L.P.
Issuer Credit Rating A+/Stable/--
Senior Unsecured A+
Blackstone Holdings II L.P.
Issuer Credit Rating A+/Stable/--
Senior Unsecured A+
Blackstone Holdings III L.P.
Issuer Credit Rating A+/Stable/--
Senior Unsecured A+
Blackstone Holdings IV L.P.
Issuer Credit Rating A+/Stable/--
Senior Unsecured A+
Blackstone Holdings Finance Co. L.L.C.
Senior Unsecured A+
Calamos Investments LLC
Issuer Credit Rating BBB/Stable/-- BBB+/Stable/--
Carlyle Group L.P. and subsidiaries (The)
Issuer Credit Rating A-/Stable/--
Senior Unsecured A-
Carlyle Holdings Finance L.L.C.
Issuer Credit Rating A-/Stable/--
Senior Unsecured A-
Carlyle Holdings II Finance L.L.C.
Issuer Credit Rating A-/Stable/--
Senior Unsecured A-
Carlyle Holdings I LP
Issuer Credit Rating A-/Stable/--
Senior Unsecured A-
Carlyle Holdings II LP
Issuer Credit Rating A-/Stable/--
Senior Unsecured A-
Carlyle Holdings III LP
Issuer Credit Rating A-/Stable/--
Senior Unsecured A-
CI Financial Corp.
Issuer Credit Rating A-/Stable/-- BBB+/Stable/--
Senior Unsecured A- BBB+
CI Investments Inc.
Issuer Credit Rating A-/Stable/-- BBB+/Stable/--
Senior Unsecured A- BBB+
Clipper Acquisitions Corp.
Issuer Credit Rating BB+/Stable/--
Senior Secured BB+
Recovery Rating 3 NR
Eaton Vance Corp.
Issuer Credit Rating A-/Stable/A-2
Senior Unsecured A-
Subordinated BBB+(prelim)
Preferred Stock BBB(prelim)
EIG Management Co. LLC
Issuer Credit Rating BB+/Stable/-- BB/Positive/--
Senior Secured BB+ BB
Recovery Rating 3 NR
F&C Asset Management PLC
Issuer Credit Rating BBB-/Stable/A-3
Subordinated BB
F&C Finance PLC
Senior Unsecured BBB-
FIG LLC
Issuer Credit Rating BBB/Stable/--
Senior Secured BBB
FIL Ltd.
Issuer Credit Rating BBB+/Stable/A-2
Senior Unsecured BBB+
FMR LLC
Issuer Credit Rating A+/Stable/A-1 A+/Negative/A-1
Senior Unsecured A+
Franklin Resources Inc.
Issuer Credit Rating AA-/Stable/A-1+
Commercial Paper A-1+
Senior Unsecured AA-
Preferred Stock A(prelim)
Gamco Investors Inc.
Issuer Credit Rating BBB/Stable/A-2
Senior Unsecured BBB
Subordinated BBB-(prelim)
GP Investments Ltd.
Issuer Credit Rating LT BB/Stable BB-/Stable
Senior Unsecured BB BB-
Recovery Rating 3 NR
IGM Financial Inc.
Issuer Credit Rating A/Stable/A-1 A+/Stable/A-1
Senior Unsecured A A+
Preferred Stock BBB+ A-
P-2(High) P-1(Low)
Intermediate Capital Group PLC
Issuer Credit Rating BBB-/Stable/A-3
Senior Unsecured BBB-
Invesco Ltd.
Issuer Credit Rating A/Stable/--
Senior Unsecured A
Janus Capital Group Inc.
Issuer Credit Rating BBB-/Negative/A-3
Senior Unsecured BBB-
Subordinated BB(prelim)
Preferred Stock BB-(prelim)
KKR & Co. L.P.
Issuer Credit Rating A/Stable/--
Senior Unsecured A
KKR Group Finance Co. LLC
Senior Unsecured A
KKR Group Finance Co. II LLC
Senior Unsecured A
KKR Group Finance Co. III LLC
Senior Unsecured A
Lazard Group LLC
Issuer Credit Rating BBB+/Stable/-- BBB/Stable/--
Senior Unsecured BBB+ BBB
Lazard Group Finance LLC
Senior Unsecured BBB+ BBB
Legg Mason Inc.
Issuer Credit Rating BBB/Positive/--
Senior Unsecured BBB
Subordinated BBB-(prelim)
Preferred Stock BB+(prelim)
MIPL Holdings Ltd.
Issuer Credit Rating BBB-/Stable/-- BB+/Stable/--
Mondrian Investment Partners Ltd.
Senior Secured BBB- BB+
Neuberger Berman Group LLC
Issuer Credit Rating BBB-/Stable/-- BB+/Stable/--
Senior Unsecured BBB- BB+
Oaktree Capital Management L.P.
Issuer Credit Rating A-/Stable/A-2
Senior Unsecured A-
Och-Ziff Capital Management Group LLC
Issuer Credit Rating BBB+/Stable/--
OZ Advisors LP
Issuer Credit Rating BBB+/Stable/--
Senior Unsecured BBB+
OZ Advisors II LP
Issuer Credit Rating BBB+/Stable/--
Senior Unsecured BBB+
OZ Management LP
Issuer Credit Rating BBB+/Stable/--
Senior Unsecured BBB+
Och-Ziff Finance Co. LLC
Senior Unsecured BBB+
Santander Asset Management Investment Holdings Ltd.
Issuer Credit Rating BB/Stable/B
SAM FINANCE LUX S.A R.L
Senior Secured BB
Recovery Rating 3 NR
TIAA Asset Management Finance Co. LLC
Issuer Credit Rating BBB/Stable/--
Senior Unsecured BBB
Victory Capital Holdings Inc.
Issuer Credit Rating BB-/Stable/--
Senior Secured BB-
Recovery Rating 3 NR
Waddell & Reed Financial Inc.
Issuer Credit Rating BBB+/Stable/A-2
Senior Unsecured BBB+
* S&P Applies Revised Criteria on 13 US Bus. Development Companies
------------------------------------------------------------------
Standard & Poor's Ratings Services said on Dec. 11, 2014, it
reviewed its ratings on 13 U.S. business development companies
(BDCs) by applying its new criteria for U.S. BDCs, published Dec.
9, 2014. As a result, S&P has taken rating actions on these
entities. The rating actions were driven by revisions to S&P's
criteria rather than a sudden change of the issuers'
creditworthiness.
BDCs are a form of publicly registered companies in the U.S. that
invest primarily in small and midsize, mostly private businesses.
Congress created this form of closed-end investment companies in
1980 with amendments to the Investment Company Act of 1940.
Generally, rating changes, which were few, were because of
increased emphasis on business stability and diversity, risk
position, and funding and liquidity, and, to a lesser degree, the
introduction of an anchor as a starting point in assigning issuer
credit ratings.
S&P rates U.S. BDCs under a similar framework to S&P's bank
criteria. S&P uses an anchor -- a starting point for all ratings
in a given country -- and then rate each BDC higher, lower, or
equal to the anchor depending on S&P's assessment of its business
position; capital, leverage, and earnings; risk position; and
funding and liquidity.
S&P's 'bbb-' U.S. BDC anchor reflects S&P's view of the sector's
economic and industry risk. The anchor is two notches below the
U.S. bank anchor, derived from S&P's Banking Industry Country Risk
Assessment on the U.S. The two-notch difference reflects S&P's
view of BDCs' incremental industry risk relative to banks because
of their weaker, although still material, regulatory oversight and
institutional framework, higher competitive risk, and less-stable
revenue. Furthermore, funding risk for U.S. BDCs is higher, in
S&P's view, because they typically lack central bank access,
although the lack of reliance on deposit funding somewhat
mitigates this weakness. S&P sets the BDC anchor two notches
below the U.S. bank anchor rather than the three notches S&P
applies for finance companies because it believes BDCs benefit
from a stronger institutional framework in the U.S. than finance
companies (with notably stronger regulatory oversight), including
public reporting, investment-level disclosure, and leverage
constraints.
S&P has now removed the under criteria observation (UCO)
identifier from its ratings on all U.S. BDCs.
S&P anticipates publishing, for most issuer credit ratings or
outlooks that change, research updates within 30 business days.
S&P anticipates publishing research updates in the first or second
quarters of 2015 for those entities that S&P did not change its
issuer credit ratings or outlooks on under the new criteria.
RATINGS LIST
For ratings S&P affirmed, no rating appears in the "From" column.
To From
American Capital Ltd.
Issuer Credit Rating BB/Stable/-- BB-/Stable/--
Senior Secured BB BB-
Senior Unsecured BB B+
Apollo Investment Corp.
Issuer Credit Rating BBB/Negative/-- BBB/Stable/--
Senior Unsecured BBB
ARES Capital Corp.
Issuer Credit Rating BBB/Stable/--
Senior Secured BBB
Senior Unsecured BBB
BlackRock Kelso Capital Corp.
Issuer Credit Rating BBB-/Stable/--
Senior Unsecured BBB-
Corporate Capital Trust
Issuer Credit Rating BBB-/Negative/-- BBB-/Stable/--
Senior Secured BBB-
Fifth Street Finance Corp.
Issuer Credit Rating BBB-/Positive/--
Senior Unsecured BBB-
FS Investment Corp.
Issuer Credit Rating BBB/Stable/--
Senior Unsecured BBB
Hercules Technology Growth Capital Inc.
Issuer Credit Rating BBB-/Stable/--
Main Street Capital Corp.
Issuer Credit Rating BBB/Stable/--
Senior Unsecured BBB
PennantPark Investment Corp.
Issuer Credit Rating BBB-/Stable/--
Senior Unsecured BBB-
Prospect Capital Corp.
Issuer Credit Rating BBB/Negative/--
Senior Unsecured BBB
Solar Capital Ltd.
Issuer Credit Rating BBB-/Stable/--
TPG Specialty Lending Inc.
Issuer Credit Rating BBB-/Stable/--
Senior Unsecured BBB-
* S&P Applies Revised Criteria to 20 Global FMI Companies
---------------------------------------------------------
Standard & Poor's Ratings Services said on Dec. 11, 2014, it
reviewed its ratings on 20 global financial market infrastructure
(FMI) companies by applying its revised criteria for FMI
companies, published on
Dec. 9, 2014. As a result, S&P has taken rating actions on these
entities. The rating actions were driven by revisions to S&P's
criteria rather than a sudden change of the issuers'
creditworthiness. S&P also took rating actions on certain
subsidiaries as a result of applying its new criteria to their
parents. FMI companies include exchanges, clearinghouses, central
securities depositories, and payment networks. S&P rates FMIs
under a similar framework to its corporate criteria. S&P's
assessment reflects these companies' business risk profiles, their
financial risk profiles, their clearing and settlement risks, and
other factors that may modify the stand-alone credit profile
outcome.
S&P has now removed the under criteria observation (UCO)
identifier from its ratings on all entities listed.
S&P's ratings on companies in this sector predominantly have
stable outlooks, reflecting S&P's view that while the industry
continues to adapt to changing regulatory demands and acquisitive
growth continues for some groups, creditworthiness in the industry
is likely to remain generally steady.
S&P anticipates publishing, for most issuer credit ratings or
outlooks that change, research updates within 30 business days.
S&P anticipates publishing research updates in the first or second
quarters of 2015 for those entities that S&P did not change its
issuer credit ratings or outlooks on under the new criteria.
The research updates and ratings on specific issues will be
available on RatingsDirect.
RATINGS LIST
For ratings S&P affirmed, no rating appears in the "From" column.
To From
ASX Ltd.
Issuer Credit Rating AA-/Stable/A-1+
ASX Clear Pty Ltd.
Issuer Credit Rating AA-/Stable/A-1+
ASX Clear (Futures) Pty Ltd.
Issuer Credit Rating AA-/Stable/A-1+
BATS Global Markets Inc.
Issuer Credit Rating BB-/Stable/--
Senior Secured BB-
BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros
Issuer Credit Rating BBB/Stable/A-2
Senior Unsecured BBB
Clearstream Banking S.A.
Issuer Credit Rating AA/Stable/A-1+
Commercial Paper A-1+
CME Group Inc.
Issuer Credit Rating AA-/Stable/A-1+
Commercial Paper A-1+
Senior Unsecured AA-
CME Group Index Services LLC
Senior Unsecured AA-
The Depository Trust Co.
Issuer Credit Rating AA+/Stable/A-1+
Deutsche Boerse AG
Issuer Credit Rating AA/Stable/A-1+
Senior Unsecured AA
Commercial Paper A-1+
Euroclear Bank S.A.
Issuer Credit Rating AA/Stable/A-1+
Senior Unsecured AA
Euroclear Finance 2 S.A.
Junior Subordinated A- A+
Fixed Income Clearing Corp.
Issuer Credit Rating AA+/Stable/A-1+
Intercontinental Exchange Inc.
Issuer Credit Rating A/Stable/A-1
Commercial Paper A-1
Senior Unsecured A
NYSE Euronext Holdings LLC
Senior Unsecured A
Commercial Paper A-1
Liquidnet Holdings Inc.
Issuer Credit Rating B/Stable/--
Senior Secured B
LCH.Clearnet Group Ltd.
Issuer Credit Rating A+/Stable/A-1
LCH.Clearnet Funding LP
Junior Subordinated A-
London Stock Exchange Group PLC
Issuer Credit Rating BBB+/Negative/A-2 A-/Negative/A-2
Senior Unsecured BBB+ A-
MasterCard Inc.
Issuer Credit Rating A/Stable/A-1
Senior Unsecured A
NASDAQ OMX Clearing AB*
Issuer Credit Rating A+/Stable/A-1 A+/Negative/A-1
Issuer Credit Rating NR A+/Stable/A-1
The NASDAQ OMX Group Inc.
Issuer Credit Rating BBB-/Stable/-- BBB/Negative/--
Senior Unsecured BBB- BBB
National Securities Clearing Corp.
Issuer Credit Rating AA+/Stable/A-1+
Options Clearing Corp.
Issuer Credit Rating AA+/Stable/--
SIX Group AG
Issuer Credit Rating AA-/Stable/A-1+
SIX SIS AG
Issuer Credit Rating AA/Stable/A-1+
SIX x-clear AG
Issuer Credit Rating AA/Stable/A-1+
Visa Inc.
Issuer Credit Rating A+/Stable/A-1
Commercial Paper A+
Commercial Paper A-1
Visa International Service Assn.
Issuer Credit Rating A+/Stable/A-1
*The issuer credit ratings on NASDAQ OMX Clearing AB were affirmed
and the outlook was revised. Subsequently, the ratings were
withdrawn at the issuer's request.
* S&P Applies Revised Criteria to 13 US Securities Firms & Units
----------------------------------------------------------------
Standard & Poor's Ratings Services said on Dec. 11, 2014, it
reviewed its ratings on 13 U.S. securities firms by applying its
new ratings criteria for the sector. As a result, S&P has taken
rating actions on these entities. S&P also took rating actions on
certain subsidiaries as a result of applying its new criteria to
their parents. The rating actions were driven by revisions to
S&P's criteria rather than a sudden change of the issuers'
creditworthiness. Generally, the rating changes stemmed from
increased emphasis on globally consistent measures of risk-
adjusted capitalization, funding and liquidity, increased emphasis
on business stability, and, to a lesser degree, the introduction
of an anchor.
S&P rates nonbank financial institutions (NBFI) securities firms
under a similar framework to its bank criteria. S&P uses an
anchor -- a starting point for all ratings in a given country --
and then rate each NBFI higher, lower, or equal to the anchor
depending on S&P's assessment of its business position; capital,
leverage, and earnings; risk position; and funding and liquidity.
S&P also considers whether a securities firm may receive
extraordinary support from a government or parent entity.
S&P's anchor for U.S. securities firms is 'bbb-', reflecting its
view of the sector's economic and industry risks. The U.S.
securities firm anchor is the standard two notches below the U.S.
bank anchor, derived from S&P's Banking Industry Country Risk
Assessment. The two notches reflect S&P's view of U.S. securities
firms' incremental industry risk relative to banks because of
their weaker, but still material, regulatory oversight and
institutional framework, higher competitive risk, and less stable
revenue. It also reflects S&P's view that funding risk for
securities firms is higher than banks because they typically lack
central bank access. However, U.S. securities firms do benefit
from an investor insurance scheme and very liquid capital markets.
This action does not affect S&P's ratings on Goldman Sachs or
Morgan Stanley, which S&P continues to follow under its bank
criteria.
S&P has now removed the under criteria observation (UCO)
identifier from its ratings on all U.S. securities firms.
S&P anticipates publishing, for most issuer credit ratings or
outlooks that change, research updates within 30 business days.
S&P anticipates publishing research updates in the first or second
quarters of 2015 for those entities that S&P did not change its
issuer credit ratings or outlooks on under the new criteria.
RATINGS LIST
For ratings S&P affirmed, no rating appears in the "From" column.
To From
Cantor Fitzgerald L.P.
Issuer Credit Rating BBB-/Stable/--
Senior Unsecured BBB-
BGC Partners Inc.
Issuer Credit Rating BBB-/Stable/--
Senior Unsecured BBB-
Charles Schwab Corp.
Issuer Credit Rating A/Stable/A-1
Commercial Paper A-1
Senior Unsecured A
Subordinated A-(prelim)
Preferred Stock BBB
Charles Schwab & Co. Inc.
Issuer Credit Rating A+/Stable/--
E*TRADE Financial Corp.
Issuer Credit Rating B+/Stable/--
Senior Unsecured B+
Preferred Stock CCC+(prelim)
E*TRADE Bank
Issuer Credit Rating BB/Stable/B
Certificate Of Deposit BB/B
GFI Group Inc.
Issuer Credit Rating B/Watch Neg/--
Senior Unsecured B/Watch Pos/--
IBG LLC
Issuer Credit Rating BBB/Stable/-- BBB+/Stable/--
Interactive Brokers LLC
Issuer Credit Rating BBB+/Stable/A-2 A-/Stable/A-2
KCG Holdings Inc.
Issuer Credit Rating BB-/Stable/--
Senior Secured BB- B+
Leucadia National Corp.
Issuer Credit Rating BBB-/Stable/-- BBB/Stable/--
Senior Unsecured BBB- BBB
Subordinated BB+(prelim) BBB-(prelim)
Preferred Stock BB(prelim) BB+(prelim)
Jefferies Group LLC
Issuer Credit Rating BBB-/Stable/-- BBB/Stable/--
Senior Unsecured BBB- BBB
Subordinated BB+(prelim) BBB-(prelim)
Preferred Stock BB BB+
LPL Holdings Inc.
Issuer Credit Rating BB-/Stable/--
Senior Secured BB-
Subordinated B
Oppenheimer Holdings Inc.
Issuer Credit Rating B/Stable/--
Senior Secured B
Raymond James Financial Inc.
Issuer Credit Rating BBB/Positive/A-2 BBB/Stable/A-2
Senior Unsecured BBB
Subordinated BBB-(prelim)
Preferred Stock BB(prelim)
RJF Capital Trust I
Senior Unsecured BBB(prelim)
Subordinated BBB-(prelim)
Preferred Stock BB(prelim)
RJF Capital Trust II
Senior Unsecured BBB(prelim)
Subordinated BBB-(prelim)
Preferred Stock BB(prelim)
RJF Capital Trust III
Senior Unsecured BBB(prelim)
Subordinated BBB-(prelim)
Preferred Stock BB(prelim)
RCS Capital Corp.
Issuer Credit Rating B/Stable/-- B+/Negative/--
Senior Secured First Lien B B+
Senior Secured Second Lien CCC+ B-
Stifel Financial Corp.
Issuer Credit Rating BBB-/Stable/--
Senior Unsecured BBB-
Subordinated BB+(prelim)
Preferred Stock BB-(prelim)
TD AMERITRADE Holding Corp.
Issuer Credit Rating A/Stable/--
Senior Unsecured A
* Pamela O'Neill Joins Gavin/Solmonese as Managing Director
-----------------------------------------------------------
Gavin/Solmonese LLC on Dec. 12 disclosed that it has hired Pamela
O'Neill as Managing Director and Leader of its Litigation
Consulting practice. Ms. O'Neill provides advisory services to
clients across a broad range of industries with a particularly
strong expertise in financial services. She has been qualified as
an expert witness in both courtroom and arbitration venues and has
testified successfully on behalf of her clients in numerous high
profile matters.
With more than 25 years of experience, Ms. O'Neill has been
retained by clients across the globe to provide advisory
consulting services in areas of valuation, damages, infringement,
litigation and negotiation. She has assisted numerous commercial
and investment banks, asset managers, broker-dealers, private
equity and hedge funds, and transaction clearing companies with
acquisition and divestiture-related analyses, as well as equity,
fixed income and derivative security valuation.
Over the course of her career, Ms. O'Neill's global banking and
asset management clients have included many of the world's largest
institutions. On behalf of her clients, Ms. O'Neill has
determined the value of entities in North America, South America,
Europe, Asia, Australia and New Zealand. She has also testified
on behalf of many broker-dealers, financial institutions and
private equity funds, and was the named expert in a number of
damage claims associated with feeder funds of Bernard L. Madoff
Investment Securities, LLC.
"Pam is, hands down, one of the brightest and most capable experts
in the field of solvency and damages assessment. Her experience
involves cases of the greatest complexity and highest profile,
ranging from opining on damages in the Madoff case to advising
sovereign nations on critical solvency issues," said Ted Gavin,
Managing Director and Founding Partner of Gavin/Solmonese. "She
is a trusted professional colleague, a leader in the valuation and
expert witness profession and a trusted and valued personal
friend, as well."
Prior to joining Gavin/Solmonese, Pam was a Principal in the
Forensic & Valuation Services practice at Grant Thornton LLC.
Previously, she held several leadership positions at Deloitte.
Pam is a published author, having written articles in New York Law
Journal and the Journal of Investment Compliance.
She holds a Bachelor of Science Degree in Finance and a Masters of
Business Administration with a concentration in Finance, both from
Lehigh University.
About Gavin/Solmonese
Whether it's protecting a company or its creditors from failure,
deploying new leadership, or reversing antiquated thinking,
Gavin/Solmonese -- http://www.gavinsolmonese.com-- leads
companies to measurable bottom line improvement. The
Gavin/Solmonese Corporate Restructuring Group provides leadership
for underperforming and troubled companies and their stakeholders,
helping businesses maximize value for owners, investors, creditors
and employees. The Gavin/Solmonese Corporate Engagement & Public
Affairs Group leads organizations through critical strategic
thinking and tactical planning, creating better connections with
consumers, decision makers and the media, resulting in market
share growth and higher profitability.
* BOND PRICING: For the Week From December 8 to 12, 2014
--------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
Alion Science &
Technology Corp ALISCI 10.250 98.914 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
Arch Coal Inc ACI 7.000 30.500 6/15/2019
Arch Coal Inc ACI 9.875 38.370 6/15/2019
BPZ Resources Inc BPZ 8.500 30.930 10/1/2017
BPZ Resources Inc BPZ 6.500 59.400 3/1/2015
Black Elk Energy
Offshore Operations
LLC / Black Elk
Finance Corp BLELK 13.750 68.375 12/1/2015
Caesars Entertainment
Operating Co Inc CZR 10.000 17.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 13.635 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 12.750 16.560 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.500 15.300 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 15.350 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 15.374 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.750 11.250 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 17.250 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 14.500 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 17.250 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 12.500 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 17.125 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.750 11.250 2/1/2016
Cal Dive
International Inc CDVI 5.000 22.500 7/15/2017
Champion
Enterprises Inc CHB 2.750 0.250 11/1/2037
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 42.600 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 42.375 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.750 42.375 11/15/2017
Dendreon Corp DNDN 2.875 60.775 1/15/2016
Endeavour
International Corp END 12.000 48.500 3/1/2018
Endeavour
International Corp END 5.500 3.750 7/15/2016
Endeavour
International Corp END 12.000 7.000 6/1/2018
Endeavour
International Corp END 12.000 48.750 3/1/2018
Endeavour
International Corp END 12.000 48.750 3/1/2018
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 9.000 2/1/2018
Exide Technologies XIDE 8.625 5.375 2/1/2018
Exide Technologies XIDE 8.625 5.375 2/1/2018
FBOP Corp FBOPCP 10.000 2.000 1/15/2009
FairPoint
Communications
Inc/Old FRP 13.125 1.869 4/2/2018
Fleetwood
Enterprises Inc FLTW 14.000 3.557 12/15/2011
Global Geophysical
Services Inc GEGS 10.500 1.500 5/1/2017
Global Geophysical
Services Inc GEGS 10.500 1.043 5/1/2017
Gymboree Corp/The GYMB 9.125 39.160 12/1/2018
James River Coal Co JRCC 7.875 1.000 4/1/2019
James River Coal Co JRCC 10.000 1.100 6/1/2018
James River Coal Co JRCC 10.000 1.000 6/1/2018
Las Vegas Monorail Co LASVMC 5.500 0.090 7/15/2019
Lehman Brothers
Holdings Inc LEH 5.000 12.375 2/7/2009
Lehman Brothers Inc LEH 7.500 9.125 8/1/2026
MF Global Holdings Ltd MF 6.250 32.250 8/8/2016
MF Global Holdings Ltd MF 1.875 29.500 2/1/2016
MF Global Holdings Ltd MF 3.375 29.900 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Molycorp Inc MCP 6.000 30.000 9/1/2017
Molycorp Inc MCP 3.250 42.787 6/15/2016
Molycorp Inc MCP 5.500 32.000 2/1/2018
Momentive Performance
Materials Inc MOMENT 11.500 2.000 12/1/2016
NII Capital Corp NIHD 7.625 17.375 4/1/2021
NII Capital Corp NIHD 10.000 34.009 8/15/2016
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 1.875 0.125 11/15/2024
Powerwave
Technologies Inc PWAV 1.875 0.125 11/15/2024
Quicksilver
Resources Inc KWK 7.125 13.000 4/1/2016
Quicksilver
Resources Inc KWK 9.125 30.500 8/15/2019
RAAM Global Energy Co RAMGEN 12.500 54.008 10/1/2015
RadioShack Corp RSH 6.750 16.000 5/15/2019
RadioShack Corp RSH 6.750 17.875 5/15/2019
RadioShack Corp RSH 6.750 17.875 5/15/2019
Sabine Oil & Gas LLC /
Sabine Oil & Gas
Finance Corp NFREGY 9.750 45.250 2/15/2017
Saratoga Resources Inc SARA 12.500 36.750 7/1/2016
TMST Inc THMR 8.000 20.000 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 10.000 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 11.000 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 23.900 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 11.000 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 9.375 11/1/2016
Tunica-Biloxi
Gaming Authority PAGON 9.000 45.000 11/15/2015
Walter Energy Inc WLT 9.875 20.400 12/15/2020
Walter Energy Inc WLT 8.500 15.750 4/15/2021
Walter Energy Inc WLT 9.875 18.500 12/15/2020
Walter Energy Inc WLT 9.875 18.500 12/15/2020
Western Express Inc WSTEXP 12.500 89.250 4/15/2015
Western Express Inc WSTEXP 12.500 91.250 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 ***