/raid1/www/Hosts/bankrupt/TCR_Public/150309.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, March 9, 2015, Vol. 19, No. 68
Headlines
100 M: Files for Ch 11 Bankruptcy, Might Scrap Expansion Plans
A TOUCH OF COUNTRY: Case Summary & 7 Top Unsecured Creditors
ACTIVECARE INC: Interim CFO Mike Jones Resigns
ALLSTATE FINANCIAL: Hawthorn Sport Shut Down After Ch 11 Filing
ALLY FINANCIAL: Dodd-Frank Act Stress Test 2015
AMERICAN POWER: Holds First Quarter Results Conference Call
ANDALAY SOLAR: Extends Alpha Capital Term of Loan by One Year
ARCH COAL: Bank Debt Trades at 20% Off
ARCHDIOCESE OF MILWAUKEE: Court Dismisses Nine Sexual Abuse Claims
ASIC BROWARD: Sells Eight Restaurants to Yukon Broward for $3.56MM
ASSETS OVERSEAS: Files for Chapter 11 Bankruptcy Protection
ASSOCIATED WHOLESALERS: Seeks May 26 Extension of Plan Filing Date
ASSURED PHARMACY: Case Summary & 30 Largest Unsecured Creditors
ASSURED PHARMACY: Files for Prepackaged Ch. 11 Plan
AUXILIUM PHARMACEUTICALS: Offer to Repurchase Conv. Notes Expires
B & M EXCAVATING: Clients Ask Court to Snub Ch. 11 Petition
BATE LAND: Designates Properties to Satisfy BLC Claim
BEATON BROTHERS: Case Summary & 20 Largest Unsecured Creditors
BINDER & BINDER: Asks Court to Extend Deadline to Remove Suits
BINDER & BINDER: Seeks Court Approval to Assume CBAs With USWU
BR ENTERPRISES: Section 341(a) Meeting Set for March 27
BRAND ENERGY: Bank Debt Trades at 2% Off
CAESARS ENTERTAINMENT: Bankruptcy Court Authorizes Use of Cash
CAESARS ENTERTAINMENT: Wants to Remove Barges at Buck Lake Casino
CAL DIVE: Meeting to Form Creditors' Panel Set for March 17
CASH STORE: Changes Name to 1511419 Ontario; CCAA Stay Extended
CASH STORE: N/K/A as 1511419 Ontario Inc., Gets Stay Extension
CENTRUS ENERGY: Names Daniel Poneman as President, Chief Executive
CHART ACQUISITION: To Appeal NASDAQ Delisting Determination
CHINA GINSENG: KCG Reports 0.19% Stake as of Feb. 27
CHROMCRAFT REVINGTON: Ex-Furniture Seller Seeks Bankruptcy
CLEARCI: Files for Ch 7 Liquidation; Marc Barmat Named as Trustee
COMMUNITYONE BANCORP: Posts $150 Million Net Income for 2014
CONGREGATION BIRCHOS: Wants Stay Lifted to Pursue State Court Suit
CUMULUS MEDIA: S&P Revises Outlook to Negative & Affirms 'B' CCR
DANDRIT BIOTECH: Karsten Ree Reports 5% Stake as of Jan. 15
DANDRIT BIOTECH: RS Group ApS Reports 5% Stake as of Feb. 16
DEB STORES: To Close All 295 Stores, GOB Sales Underway
DOVER DOWNS: Reports $706,000 Net Loss for 2014
DRAGONWAVE INC: Receives Nasdaq Bid Deficiency Notice
DUNE ENERGY: Marjorie Bowen Quits as Director
DUNE ENERGY: Terminates Merger Agreement with Eos Petro
EAT AT JOE'S: Mark McGarrity Assumes Chief Info. Officer Position
ELEPHANT TALK: Contract with Mexican Mobile Carrier Under Review
EMPIRE RANCH: Files for Chapter 11 Bankruptcy Protection
ENERGY & EXPLORATION: Bank Debt Trades at 16% Off
ERF WIRELESS: Issues 60.8 Million Common Shares
FLYING STAR: Remodeling Restaurants This Year, CEO Says
FORTESCUE METALS: Bank Debt Trades at 5% Off
FRAC TECH: Bank Debt Trades at 20% Off
GELTECH SOLUTIONS: Issues $150,000 Convertible Note to Mr. Reger
GENIUS BRANDS: Terminates Line of Credit with SunTrust Bank
GETTY IMAGES: Bank Debt Trades at 15% Off
GRANITE STATE PLASMA: March 17 Hearing on Bid to Sell Assets
GYMBOREE CORP: Bank Debt Trades at 27% Off
HALCON RESOURCES: Amends 2014 Form 10-K to Add Info
HARBOR LIGHT: Cleanup at Benton Harbor Plant Almost Done
HERCULES OFFSHORE: OKs Long-Term Incentive Grants for Executives
HERRING CREEK: NEPCO Balks at Adequacy of Info in Plan Outline
HYDROCARB ENERGY: Files Amendment No.2 to 2013 Annual Report
IKANOS COMMUNICATIONS: Regains NASDAQ Listing Compliance
IMH FINANCIAL: February 2015 Letter to Shareholders
LANTHEUS MEDICAL: Reports $1.2 Million Net Loss for 2014
LEMINGTON HOME FOR THE AGED: Former Execs Breached Fiduciary Duty
LEUCADIA NATIONAL: Fitch Affirms 'BB' Preferred Stock Rating
LEXINGTON ROAD: Ch 7 Case Over; $6.67MM in Claims to Go Unpaid
LIME ENERGY: John Hurvis Reports 20.7% Stake as of Dec. 22
LIQUIDMETAL TECHNOLOGIES: Reports $6.5-Mil. Net Loss for 2014
LUMBERMEN'S UNDERWRITING: DBRS Cuts Fin. Strength Rating to 'E'
M&I HOME INVESTMENTS: Case Summary & 2 Top Unsecured Creditors
M/I HOMES: Fitch Raises IDR to 'B+'; Outlook Stable
MEG ENERGY: Bank Debt Trades at 4% Off
MERIT LIFE: A.M. Best Affirms 'B' Financial Strength Rating
MICROVISION INC: Licenses PicoP to Fortune Global 100 Partner
MISSION NEWENERGY: Notice of Initial Substantial Holders
MOUNTAIN PROVINCE: Tuzo Deep Program Diamond Recovery Results
MOVIBITY HOLDINGS: Has $4 Million Securities Purchase Agreement
MURRAY ENERGY: Bank Debt Trades at 4% Off
MUSCLEPHARM CORP: Signs Manufacturing Agreement with Capstone
NEUSTAR INC: S&P Lowers CCR to 'BB-', Still on CreditWatch Negative
NEWFIELD EXPLORATION: Fitch Affirms BB+ Rating on 2026 Unsec. Notes
NII HOLDINGS: Reaches Restructuring Agreement With Noteholders
NII HOLDINGS: Unveils Terms of Revised Plan Support Agreement
NPS PHARMACEUTICALS: Deregisters Class A Common Stock
NY MILITARY ACADEMY: Section 341 Meeting Set for April 22
OVERSEAS SHIPHOLDING: Ian Blackley to Replace John Rays in Board
OVERSEAS SHIPHOLDING: John Ray Steps Down From Board
PACIFIC DRILLING: Bank Debt Trades at 18% Off
PRONERVE HOLDINGS: Can Pay $125,000 to Critical Vendors
PRONERVE HOLDINGS: Hires Garden City as Claims & Noticing Agent
PRONERVE HOLDINGS: Taps George Pillari of A&M as CRO
PRONERVE HOLDINGS: Taps Pepper Hamilton as Local Delaware Counsel
PULSE ELECTRONICS: Files Schedule 13E-3 Transaction Statement
RADIOSHACK CORP: Court Okays Retention Bonus Plan
RADIOSHACK CORP: Franchisees to Hire Richard Mikels as Counsel
RENAISSANCE CHARTER: Fitch Affirms 'BB+' Rating on 2010A/B Bonds
RENAISSANCE CHARTER: Fitch Affirms 'BB-' Rating on 2011A/B Bonds
RESIDENTIAL CAPITAL: Liquidating Trust Declares Cash Distribution
RESTORGENEX CORP: 2015 Shareholders' Meeting Set for June 17
RETROPHIN INC: Tim Coughlin Joins Board of Directors
REVEL AC: Court Postpones Ruling on Sale to Glenn Straub
RIENZI & SONS: Section 341(a) Meeting Scheduled for April 6
RKR ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
ROADMARK CORP: World Omni Requires Adequate Protection Payments
ROADMARK CORPORATION: Wants Bid to Prohibit Cash Use Denied
ROADRUNNER ENTERPRISES: Agrees to Random Inspections for 4 Months
ROADRUNNER ENTERPRISES: March 10 Hearing on Cash Collateral Use
ROSTRO INC: Files for Chapter 11 Bankruptcy Protection
SABINE OIL: S&P Lowers CCR to 'B-', Still on CreditWatch Negative
SAN JUAN RESORT: Case Summary & 9 Largest Unsecured Creditors
SANUWAVE HEALTH: Incurs $5.9 Million Net Loss in 2014
SEADRILL LTD: Bank Debt Trades at 19% Off
SEQUENOM INC: Reports $18.3 Million Net Earnings for Q4
SMITHFIELD FOODS: S&P Raises Corp. Credit Rating to 'BB'
SOUTHEAST MISSOURI HOSP: Fitch Cuts Rating on $93.9MM Bonds to B
SPORT-HALEY HOLDINGS: Files for Chapter 11 Bankruptcy Protection
SRS DISTRIBUTION: S&P Affirms 'B' CCR on Revolver Debt Upsize
TECHPRECISION CORP: Signs Office Lease with CLA Building
TERVITA CORP: Bank Debt Trades at 6% Off
TOLLENAAR HOLSTEINS: Court Directs Joint Administration of Cases
TOWERGATE FINANCE: Chapter 15 Case Summary
TXU CORP: 2014 Bank Debt Trades at 36% Off
UNIVERSITY GENERAL: Has Interim Authority to Tap MidCap DIP Loan
UNIVERSITY GENERAL: Judge Refuses to Issue Bridge Order on Cash Use
UNIVERSITY GENERAL: Must Show Cause Why PCO Should Not be Appointed
V-TECH ENGINEERING: Case Summary & 19 Top Unsecured Creditors
VERITEQ CORP: Sells $160,000 12% Convertible Promissory Notes
VIGGLE INC: Obtains $1 Million Additional Loan From Sillerman
VIRTUAL PIGGY: Peter Pelullo Reports 14% Stake as of March 2
WABASH NATIONAL: S&P Assigns 'BB' Rating on $192.8MM Secured Loan
WALTER ENERGY: Notified by NYSE of Rule Non-Compliance
WALTER ENERGY: Receives NYSE Listing Non-Compliance Notice
WARNER MUSIC: Hires KPMG LLP as New Accountants
WEST CORP: Todd Strubbe Quits as Unified Communications Pres.
WESTMORELAND COAL: Incurs $173 Million Net Loss in 2014
WESTMORELAND COAL: Reports 2014 Year End Results
WESTMORELAND RESOURCE: Reports $28.5 Million Loss for 2014
WESTMORELAND RESOURCE: Reports $28.6 Million Net Loss for 2014
WESTMORELAND RESOURCE: Unit Inks Sale Agreement with AEP
WPCS INTERNATIONAL: Issues 1 Million Common Shares
YODER REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
[*] House of Representatives Proposes Chapter 11 Revision
[*] Personal Bankruptcies Set for 5th Annual Decline, Fitch Says
[*] Total Bankruptcy Filings Drop 13% in February 2015
[*] Up to 20% of Oil Industry to Restructure If Oil Prices Stay Low
[^] BOND PRICING: For The Week From March 2 to 6, 2015
*********
100 M: Files for Ch 11 Bankruptcy, Might Scrap Expansion Plans
--------------------------------------------------------------
Emon Reiser at the South Florida Business Journal reports that
Francisco Cernuda, the CEO of the Spain-based restaurant 100
Montaditos' American locations, has filed to reorganize 100 M
Operator LLC.
The bankruptcy only involves the chain's Florida stores, the
Business Journal relates, citing Michael Joblove of Genovese
Joblove & Battista, P.A., the attorney for Mr. Cernuda.
The Business Journal quoted Pioneer Funding Group, LLC portfolio
manager Adam Stein-Sapir as saying, "I would expect to see either a
sale of the U.S. operations or have them use bankruptcy to
restructure unprofitable leases, close money-losing stores and
continue on with a smaller, more profitable store base," and the
Company will likely withdraw on its plans for an aggressive U.S.
expansion. The report recalls that the Company expected to expand
into New York and Florida, announcing plans in June to open another
200 stores.
Mr. Stein-Sapir said the Company's landlords have likely not been
paid for some time or are involved in a dispute, Business Journal
reports.
According to Business Journal, the Company owes Sysco South Florida
$11,564, which is one of the largest unsecured claims in the
bankruptcy record.
100 M Operator LLC -- http://us.100montaditos.com/-- is the
Miami-based operator of 100 Montaditos' Florida locations. It
operates 14 restaurants across the state.
The 100 Montaditos brand operates more than 300 franchised
restaurants in Spain, the U.S. Mexico, Colombia, Chile, Portugal
and Italy.
A TOUCH OF COUNTRY: Case Summary & 7 Top Unsecured Creditors
------------------------------------------------------------
Debtor: A Touch of Country Magic, LLC
58 Cinnamon Way
Cleveland, GA 30528-6478
Case No.: 15-20487
Chapter 11 Petition Date: March 5, 2015
Court: United States Bankruptcy Court
Northern District of Georgia (Gainesville)
Debtor's Counsel: G. Frank Nason, IV, Esq.
LAMBERTH, CIFELLI, STOKES ELLIS & NASON, P.A.
Ste 550, 3343 Peachtree Rd., NE
Atlanta, GA 30326
Tel: (404) 262-7373
Email: gfn@lcsenlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carol J. Tucker, president.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-20487.pdf
ACTIVECARE INC: Interim CFO Mike Jones Resigns
----------------------------------------------
Michael Z. Jones resigned as the interim chief executive officer of
ActiveCare, Inc., effective March 1, 2015, according to a document
filed with the Securities and Exchange Commission. Mr. Jones'
resignation is not due to any disagreement with the Company or any
officer or director.
ActiveCare said it is entering a new phase of development and as
such the Company and Mr. Jones mutually agreed on the resignation.
Mr. Jones' responsibilities as interim CEO will be assumed by other
members of the Company's senior leadership and the Board of
Directors of Company until a new CEO is engaged.
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products. The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs. The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers. The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.
The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.
ActiveCare reported a net loss attributable to common stockholders
of $16.4 million for the year ended Sept. 30, 2014, compared to a
net loss attributable to common stockholders of $27.5 million for
the year ended Sept. 30, 2013.
As of Dec. 31, 2014, ActiveCare had $4.10 million in total assets,
$10.95 million in total liabilities and a $6.84 million total
stockholders' deficit.
Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2014. The independent auditors noted that
the Company has recurring losses, negative cash flows from
operating activities, negative working capital, negative total
equity, and certain debt that is in default. These conditions, the
auditors said, among others, raise substantial doubt about the
Company's ability to continue as a going concern.
ALLSTATE FINANCIAL: Hawthorn Sport Shut Down After Ch 11 Filing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has authorized DW Sivers Co., the landlord for Hawthorn Sport & Spa
in Hillsboro, Oregon, to evict the club's operator, Allstate
Financial Group, Inc.
OregonLive.com relates that DW Sivers will reopen the club under
the name Hawthorn Farm Athletic Club, possibly by April 1, 2015.
Kerry Tomlinson, writing for Katu.com, reports that a notice on the
door of the closed club said that the Company had filed for
bankruptcy, and the owner of the building, DW Sivers, had taken
over the space for non-payment of rent.
The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Wash. Case No. 15-10041) on Jan. 5, 2015, estimating its assets at
up to $50,000 and its liabilities at between $1 million and $10
million. The petition was signed by John Michael, CEO. Jacob D.
DeGraaff, Esq., at Henry Degraaff & McCormick PS serves as the
Company's bankruptcy counsel.
Katu.com recalls that the Company acquired the club in 2012 from
Seahawk Sam Adams, who was faced with complaints from workers who
said they were not paid and members who complained about poor
management and unfair billing, as well as issues with his other
clubs in the Portland area as well, including eviction.
Elliot Njus at The Oregonian/OregonLive reports that the attorneys
for DW Sivers also sought to shut down the Riverplace Sport & Spa
location.
Headquartered in Woodinville, Washington, Allstate Financial Group,
Inc., provides billing software and support to gyms.
ALLY FINANCIAL: Dodd-Frank Act Stress Test 2015
-----------------------------------------------
Ally Financial Inc. furnished a summary of estimates from the Ally
Financial Inc. Dodd-Frank Act Stress Test and Comprehensive Capital
Analysis and Review 2015.
As required under the rules published by the Federal Reserve and
the Federal Deposit Insurance Corporation to address the Dodd-Frank
Act Stress Test requirements, Ally Financial Inc. and Ally Bank are
providing a summary of stress test results from the Supervisory
Severely Adverse scenario as prescribed by the Regulators in the
Comprehensive Capital Analysis and Review exercise. The Severe
scenario and the related projections of macroeconomic variables
were developed by the Regulators to be comparable to the most
severe historical post-war U.S. recessions.
Over the past several years, Ally has undergone a strategic
transformation aimed at strengthening the company's longer term
financial profile. These actions include exiting non-core
businesses, increasing focus on the U.S. automotive finance
franchise and enhancing funding stability through continued growth
in the direct bank franchise and improvement in net interest margin
through retirement of legacy high-cost debt. Since the submission
of the 2014 CCAR Capital Plan in January of last year, Ally has
effectively completed its strategic transformation, reaching two
significant milestones. First, Ally completed an initial public
offering in April of 2014 for the sale of 95 million shares by the
U.S. Department of the Treasury. Second, the Treasury continued to
sell shares throughout the year and in December 2014, the Treasury
sold its remaining 54.9 million shares of Ally common stock and, as
a result, Ally exited the Troubled Asset Relief Program.
Through its strategic transformation, Ally has streamlined its
operations into a business model that is adequately positioned to
withstand the effects of a severely stressed macroeconomic
environment. The following summary of projected impacts to
profitability, loss rates and capital position appropriately
reflects the severity of the scenario developed by the Regulators.
The results suggest that Ally's performance would deteriorate in
the Severe scenario as a result of increased provision for credit
losses, reduced new business volumes, net interest margin
compression and market related losses. Importantly, however, under
this scenario Ally would continue to meet all of its contractual
obligations to creditors, counterparties, bondholders and preferred
equity holders and would maintain its Tier 1 Common capital ratio
above the 5.0% benchmark minimum established under the Federal
Reserve's capital plan rule. Additionally, Ally would maintain its
Common Equity Tier 1 ratio above the 4.5% benchmark minimum in 2015
and 2016 as required for non-Advanced Approach Bank Holding
Companies under the Revised Regulatory Capital Rule (i.e., Final
Basel III rules). Finally, it is important to note that this
scenario is not a forecast, but rather a hypothetical scenario
designed to assess the strength of Ally and its resilience to
severely adverse economic conditions should they occur.
A copy of the Ally Financial Inc. Dodd-Frank Act Stress Test 2015
Estimates in the Supervisory Severely Adverse Scenario is available
for free at http://is.gd/2HDysv
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 POWER: Holds First Quarter Results Conference Call
-----------------------------------------------------------
American Power Group Corporation held on Feb. 17, 2015, a
telephonic conference call to provide an update on the Company to
investors. A transcript of the conference call is available at:
http://is.gd/m8nFJf
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines. American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. Additional information at
http://www.americanpowergroupinc.com/
American Power reported a net loss available to common
stockholders of $3.25 million on $6.28 million of net sales for
the year ended Sept. 30, 2014, compared with a net loss available
to
common stockholders of $2.92 million on $7.01 million of net sales
for the year ended Sept. 30, 2013.
As of Dec. 31, 2014, the Company had $9.53 million in total assets,
$5.55 million in total liabilities and $3.97 million in total
stockholders' equity.
ANDALAY SOLAR: Extends Alpha Capital Term of Loan by One Year
-------------------------------------------------------------
Andalay Solar, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it executed a second
amendment to its loan and security agreement with Alpha Capital
Anstalt (lender), and Collateral Services LLC (collateral agent)
dated as of Sept. 30, 2013, to extend the term to Feb. 29, 2016.
The Loan and Security Agreement had expired as of Dec. 31, 2014.
The Company also provided for the note to be convertible into its
common shares pursuant to a newly issued one year Convertible Note.
The Amendment provides for the $500,000, plus accrued interest,
under the Agreement to be exchanged for the new amount of $500,000,
plus accrued interest, under the Note. The effective interest rate
was reduced from 12% under the Agreement to 8% under the Note.
The Note is convertible to shares of common stock of Andalay Solar,
Inc. at a conversion price of $.01 per share, subject to adjustment
under certain conditions. The Note contains usual and customary
covenants and other terms and conditions which have previously been
agreed to with Alpha pursuant to prior note issuances.
The Amendment provides that the Agreement be extended for one year,
that no further borrowing is permitted under the Agreement, that
the outstanding amounts due under the Agreement be exchanged for a
new convertible note, and that the conversion price of the existing
outstanding convertible note between Andalay Solar, Inc. and Alpha
Capital Anstalt dated Feb. 25, 2014, for the principal amount of
$200,000 be reduced from $0.02 per share to $0.01 per share of
common stock of Andalay Solar, Inc. The principal owing under the
2014 note has been reduced by $80,000 to $120,000.
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.
ARCH COAL: Bank Debt Trades at 20% Off
--------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is a
borrower traded in the secondary market at 80.10 cents-on-the-
dollar during the week ended Friday, March 6, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents an increase of 1.10
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 500 basis points above LIBOR to borrow under
the facility. The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's B+ rating. The loan is one
of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
ARCHDIOCESE OF MILWAUKEE: Court Dismisses Nine Sexual Abuse Claims
------------------------------------------------------------------
Annysa Johnson at the Milwaukee-Wisconsin Journal Sentinel reports
that U.S. Bankruptcy Judge Susan V. Kelley has dismissed nine of 10
sexual abuse claims challenged by the Archdiocese of Milwaukee and
involving priests and a counselor at a Catholic social service
agency.
Seven of the victims failed to show evidence of fraud and the
lawsuits by two others had previously been dismissed by state
courts, Journal Sentinel relates, citing Judge Kelley.
Journal Sentinel states Judge Kelley didn't dismiss the claim of a
man who alleges he was molested by the late Rev. Lawrence Murphy as
a boy at St. Lawrence School for the Deaf in the 1970s. According
to the report, the judge said that evidence suggests the
Archdiocese may have known as early as the 1950s that Rev. Murphy
was molesting deaf boys at the school and failed to remove him, and
the disputes over facts must be litigated rather than dismissed on
summary judgment as the Archdiocese had asked.
About Archdiocese of Milwaukee
The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha. There are 657,519 registered Catholics in
the Region.
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.
The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.
The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.
ASIC BROWARD: Sells Eight Restaurants to Yukon Broward for $3.56MM
------------------------------------------------------------------
Emon Reiser at the South Florida Business Journal reports that
Yukon Broward, LLC, has purchased eight Five Guys Burgers and Fries
restaurants at an auction for $3.56 million.
Business Journal says that the sale closed on Feb. 23, 2015. The
report says that Yukon Broward will acquire the exclusive franchise
rights to the brand in Broward County and locations in Tamarac,
Margate, Fort Lauderdale, Pembroke Pines, Hallandale Beach and
Plantation.
"[Yukon Broward's principal Reas Kondraschow] had an asset purchase
agreement before the bankruptcy even happened. The irony is that
we ended up closing with the buyer, but for a significantly better
sale price than what was originally presented," Business Journal
quoted Steven Solomon, Esq., at GrayRobinson, who represented
bankruptcy trustee Barry Mukamal, as saying.
The sale funds will be held in escrow until the owners settle their
claims, Business Journal relates. The dispute is still ongoing,
the report states, citing Mr. Solomon.
Headquartered in Fort Lauderdale, Florida, ASIC Broward, LLC, dba
Five Guys Burgers and Fries, filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 14-24273) on June 23, 2014,
estimating its assets and liabilities between $1 million and $10
million each. The petition was signed by Craig Cohen, manager.
Judge Raymond B. Ray presides over the case.
Marc I Goldsand, Esq., at McDonald Hopkins, PLC, serves as the
Company's bankruptcy counsel.
ASSETS OVERSEAS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Brian Bandell at the South Florida Business Journal reports that
Assets Overseas, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-13093) on Feb. 19, 2015, over $5.2
million in mortgages.
The Company estimated its assets and debts at between $1 million
and $10 million each. The petition was signed by Karla Carrillo,
managing member. Judge Erik P. Kimball presides over the case.
The Company owns 17 homes in various locations, mostly acquired
through bids at foreclosure auctions from 2012 to 2014. Most of
those foreclosures were from homeowner association liens and the
mortgages on the properties remained, leaving many of the
properties upside down on value, Business Journal relates, citing
Jeffrey Harrington, Esq., at Harrington Law Associates, the
attorney for the Company.
According to Business Journal, most of the Company's creditors are
the original mortgage holders on the homes.
Headquartered in Wellington, Florida, Assets Overseas, LLC, is
owned by Karla Carillo and Estrella Parada Gonzalez. It is a
vulture investor that's been snapping up homes across Palm Beach
County through foreclosure auctions.
ASSOCIATED WHOLESALERS: Seeks May 26 Extension of Plan Filing Date
------------------------------------------------------------------
ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., et al., ask the
U.S. Bankruptcy Court for the District of Delaware to further
extend the period in which they have the exclusive right to file a
Chapter 11 plan through and including May 26, 2015; and the period
in which they have the exclusive right to solicit acceptances of
the Chapter 11 plan through and including July 21, 2015.
Jeffrey C. Hampton, Esq., at Saul Ewing LLP, in Philadelphia,
Pennsylvania, tells the Court that they require sufficient time to
consider plan structure alternatives and the financial implications
of each so that the resulting plan serves the best interests of the
Debtors and their creditors.
About Associated Wholesalers
Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products. AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-
Atlantic United States. AWI is owned by its 500 retail members,
who in turn operate supermarkets. AWI had 1,459 employees.
White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area. The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City. White Rose carries out its operations through
three
leased warehouse and distribution centers, two of which are
located
in Carteret, New Jersey, and one in Woodbridge, New Jersey. White
Rose has 777 employees.
Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.
The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on
the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.
As of the Petition Date, the Debtors owe the Bank Group
(consisting
of lenders, Bank of America, N.A., Bank of American Securities LLC
as sole lead arranger and joint book runner, Wells Fargo Capital
Finance, LLC as joint book runner and syndication agent, and RBS
Capita, as documentation agent) an aggregate principal amount of
not less than $131,857,966 (inclusive of outstanding letters of
credit), plus accrued interest. The Debtors estimate trade debt
of
$72 million. AWI Delaware disclosed $11,440 in assets and
$125,112,386 in liabilities as of the Chapter 11 filing.
Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI. Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer. Epiq Systems serves
as the claims agent.
The Official Committee of Unsecured Creditors tapped to retain
Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.
The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers, which changed
its name to AWI Delaware, Inc., prior to the approval of the sale,
to sell substantially all of its assets, including their White
Rose grocery distribution business, to C&S Wholesale Grocers, Inc.
The C&S purchase price consists of the lesser of the amount of the
bank debt, which totals about $18.1 million and $152 million, plus
other liabilities, which amount is valued at $194 million. C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.
AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that
closing occurred in connection with the sale of their assets to
C&S. AWI Delaware subsequently changed its name to ADI
Liquidation, Inc., following the closing of the sale.
ASSURED PHARMACY: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Assured Pharmacy, Inc. 15-40389
5600 Tennyson Parkway, Suite 390
Plano, TX 75024
Assured Pharmacy Boston, Inc. 15-40390
Assured Pharmacy Dallas, Inc. 15-40391
Assured Pharmacy Denver, Inc. 15-40392
Assured Pharmacy Gresham, Inc. 15-40393
Assured Pharmacy Kansas, Inc. 15-40394
Assured Pharmacies, Inc. 15-40395
Assured Pharmacies Northwest, Inc. 15-40397
CS Compliance Group, Inc. 15-40398
Assured Pharmacy Management, Inc. 15-40399
Chapter 11 Petition Date: March 5, 2015
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Judge: Hon. Brenda T. Rhoades
Debtors' Counsel: Aaron M. Kaufman, Esq.
COX SMITH MATTHEWS INCORPORATED
1201 Elm Street, Suite 3300
Dallas, TX 75270
Tel: 214-698-7800
Fax: 214-698-7899
Email: akaufman@coxsmith.com
- and -
George H. Tarpley, Esq.
COX SMITH MATTHEWS INCORPORATED
1201 Elm Street, Suite 3300
Dallas, TX 75270
Tel: 214-698-7818
Fax: 214-698-7899
Email: gtarpley@coxsmith.com
Total Assets: $1.96 million
Total Liabilities: $19.67 million
The petition was signed by Robert Delvecchio, president.
A consolidated list of the Debtors' 30 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txeb15-40389.pdf
ASSURED PHARMACY: Files for Prepackaged Ch. 11 Plan
---------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
Assured Pharmacy Inc. has filed for bankruptcy protection with a
plan to sell itself to Precise Analytical LLC, a toxicology
company, for $11.5 million.
According to the report, Assured and a group of regional
subsidiaries, which specialize in highly regulated pain management
medication, on March 5 filed for Chapter 11 bankruptcy protection
with a prepackaged plan -- meaning a sufficient number of creditors
have approved the plan -- in U.S. Bankruptcy Court in Sherman,
Texas.
About Assured Pharmacy
Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.
The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc. The Company changed its name to
Assured Pharmacy, Inc., in October 2005.
In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, BDO USA, 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 net capital deficiency.
The Company reported a net loss of $3.36 million on $5.19 million
of sales in 2013, compared with a net loss of $4 million on $5.64
million of sales in 2012.
AUXILIUM PHARMACEUTICALS: Offer to Repurchase Conv. Notes Expires
-----------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., amended and supplemented its tender
offer statement on Schedule TO filed with the Securities and
Exchange Commission on Feb. 3, 2015, which relates to the Company's
requirement to repurchase, at the option of holders of the
Company's 1.50% Convertible Senior Notes due 2018, 100% of the
principal amount of the Notes, plus accrued and unpaid interest
thereon to, but excluding, March 5, 2015, pursuant to the terms and
conditions of the Fundamental Change Purchase Right Notice, Notice
of Right to Convert and Notice of Entry into Supplemental Indenture
and Offer to Purchase dated Feb. 3, 2015, the Indenture and the
Notes.
In accordance with the terms of the Notice, the Fundamental Change
Purchase Right expired at 5:00 p.m., New York City time, on
March 4, 2015, and was not extended. The Company has been advised
by the Paying Agent that none of the Notes were validly surrendered
for repurchase prior to 5:00 p.m., New York City time on the
Fundamental Change Expiration Date. The Conversion Period also
ended on the Fundamental Change Purchase Date. Holders who did not
convert their Notes during the Conversion Period will continue to
have the right to convert their Notes in accordance with the terms
of the Indenture. Following the expiration of the Fundamental
Change Purchase Right, $55,000 in aggregate principal amount of the
Notes remained outstanding.
About Auxilium
Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences. With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.
Auxilium now has a broad portfolio of 12 approved products. Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.
The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.
The Company's balance sheet at Sept. 30, 2014, showed $1.14
billion in total assets, $983 million in total liabilities and
total stockholders' equity of $162 million.
* * *
As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium 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.
B & M EXCAVATING: Clients Ask Court to Snub Ch. 11 Petition
-----------------------------------------------------------
Marisa Mendelson at KVOA.com reports that Bill Mayfield, who signed
a contract with B & M Excavating & Hauling, Inc, in 2013 to build a
house in Tombstone, and another client are asking the U.S.
Bankruptcy Court for the District of Arizona to not grant B & M
Excavating & Hauling, Inc, Chapter 11 bankruptcy protection.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 14-17775) on Dec. 2, 2014.
Mr. Mayfield said he decided to fire the Company a year after
signing an almost $170,000 contract, KVOA.com relates. The report
quoted Mr. Mayfield as saying, "You'd get two or three days of work
and then three weeks of nothing." According to the report, Mr.
Mayfield paid more than $100,000.
"In my perspective, I've just been trying to make sure there aren't
any more victims and that's why I felt the bankruptcy should not be
granted," KVOA.com quoted Mr. Mayfield as saying.
KVOA.com states that Charles R. Hyde, Esq., at the Law Offices of
C.R. Hyde, the Company's bankruptcy counsel, responded to Mr.
Mayfield's motion, saying, "The Debtor denies that its bankruptcy
case was filed in bad faith. The circumstances of the Debtor's
Chapter 11 case are no different than a typical entity in a Chapter
11 case, namely that the Debtor incurred obligations to its
creditors that it was not able to repay in a timely fashion."
According to KVOA.com, the other client filing a motion to prevent
bankruptcy protection said, "All associated with this Company
should be put in prison."
B & M Excavating & Hauling, Inc, aka B & M Contracting, Inc., is a
construction company in Arizona.
BATE LAND: Designates Properties to Satisfy BLC Claim
-----------------------------------------------------
Bate Land & Timber, LLC, submitted to the Bankruptcy Court the
designation of properties to value pursuant to the Court's ruling
in connection with its Chapter 11 plan.
The Debtor filed its Plan of Reorganization on Aug. 30, 2013 (as
amended on Dec. 23, 2013, and clarified on Jan. 3, 2014). On Jan.
15, 2015, the Court entered an order regarding the Plan.
The order established a value for the Bay River tract and the Smith
Creek tract in Pamlico County, North Carolina, finding that the
combined value of the tracts is $8,843,000.
Pursuant to the Plan and Order, the Debtor filed the following at
the office of the Pamlico County Register of Deeds on Jan. 16,
2015:
a. a ratification of prior special warranty deed to ratify the
conveyance of the Bay River tract and the Smith Creek tract by the
Debtor to Bate Land Company, L.P. ("BLC") on July 26, 2013.
b. a non-warranty deed for the Bay River tract and the Smith
Creek tract to BLC.
The Order further stated that the Court will enter an order to
determine the applicable interest rate to BLC's claim, and that the
Debtor will have a period of 21 days after entry of the order to
identify property to surrender to BLC and notify the Court, or
notify the Court of the Debtor's intention to amortize the
remainder of the claim.
Pursuant to the order, the Debtor notified the Court that the
Debtor will surrender, in addition to the Bay River tract and the
Smith Creek tract, these parcels of real property to BLC in
satisfaction of the claim of BLC:
a. Williams Tract (Laura Williams): Craven County, North
Carolina, PIN 7-102-001, containing 348.58 +/- acres.
b. Harold H. Bate Tract #62 (New River Woods Corporation):
Pamlico County, North Carolina, PIN K06-51, containing
111.81 +/- acres.
c. Harold H. Bate Tract #57.1 (Silverthorne A): Pamlico County,
North Carolina, PIN L08-19, containing 155.83 +/- acres.
d. Harold H. Bate Tract #42 (Silverthorne): Pamlico County,
North Carolina, PIN, K06-52, containing 63.36 +/- acres.
e. Harold H. Bate Tract #8 (Messick): Pamlico County, North
Carolina, PIN I08-28, containing 71.3 +/- acres.
f. Harold H. Bate Tract #59 (Louise McCotter): Beaufort County,
North Carolina, PIN 07-005651, containing 167.5 +/- acres.
Plan Order
As reported in the Troubled Company Reporter on Jan. 22, 2015,
Bankruptcy Judge Stephani W. Humrickhouse ruled that:
(1) the debtor has satisfied the plan confirmation
requirements of 11 U.S.C. Sec. 1129(a), contrary to the arguments
of creditor Bate Land Company, LP;
(2) the fair market value of the Broad Creek tract is
$3,143,000 and the fair market value of the Bay River/Smith Creek
tract is $5,700,000;
(3) the allowed secured claim of BLC is between $14,931,823
and $15,411,284;
(4) the court cannot determine whether the plan complies with
Sec. 1129(b) until the debtor identifies additional tracts to
surrender and/or opts to amortize the remaining amount of the
secured claim of BLC;
(5) BLC's motion for relief from stay is denied, and
(6) a hearing will be scheduled to determine the amount of
BLC's secured claim.
Since the court has now held that the value for the Broad Creek
tract and the Bay River/Smith Creek tract is $8,843,000, the court
said the surrender of those tracts cannot, by definition,
constitute the indubitable equivalent of BLC's claim.
Prior to filing the petition, the Debtor and BLC entered into a
purchase contract in 2006, pursuant to which the debtor purchased
79 tracts of real property from BLC, and BLC provided financing,
secured by multiple deeds of trust on the subject properties. At
closing, the debtor paid BLC $9,000,000 in cash, and executed a
promissory note in the amount of $56,000,000.
Over several years, the Debtor paid a substantial amount of the
debt to BLC through, among other things, the sale of certain
parcels of property pledged as collateral for the loan and the
proceeds of timber sales. Each parcel sold was released from the
applicable deed of trust upon the debtor's payment of corresponding
release prices set out in the Purchase Contract. The amount of
timber sales proceeds was calculated pursuant to a Modification and
Settlement Agreement dated Jan. 19, 2011, under which BLC received
50% of the timber sales proceeds from tracts identified in the
Agreement as "development tracts."
The Debtor's bankruptcy-exit plan provides that two tracts -- the
Broad Creek tract and the Bay River/Smith Creek tract -- give BLC
the indubitable equivalent of its claim if the Contract Prices
established by the parties in their 2006 Purchase Contract are
used. The plan further provides that if the court finds that the
Contract Prices are not binding, the court is to determine the
value of the Broad Creek and Bay River/Smith Creek tracts, as well
as the value of each of the Proposed Properties. If the court
determines that the surrender of the Broad Creek and Bay
River/Smith Creek tracts do not give BLC the indubitable equivalent
of its secured claim, thereafter, the debtor will determine which
properties, in addition to Broad Creek and Bay River/Smith Creek,
to deed to BLC in satisfaction of its claim.
The Court has already determined that the Contract Prices are not
binding on the parties.
In her ruling, Judge Humrickhouse declines to accept the Debtor's
invitation to value the remaining 10 tracts, and instead suggests
that the debtor be guided by the methodology used by the court in
valuing the Broad Creek and Bay River/Smith Creek tracts in its own
determination of how many and which additional properties to
surrender, if that is the option it selects. The court also held
that BLC is fully secured, thus entitling it to accrue interest and
costs on its claim.
"The question of what interest rate applies still remains, and the
court will set a hearing on the debtor's objection to the BLC claim
to determine whether the contract or default rate is applicable,"
Judge Humrickhouse said. "After the court enters an order
determining the interest rate, the debtor will have 21 days in
which to select additional properties to surrender and/or opt to
amortize the remainder of the claim."
A copy of the Court's Jan. 15, 2015 Order is available at
http://is.gd/rqmz0Ofrom Leagle.com.
About Bate Land & Timber
Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.
The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing. The
petition was signed by Brad Cheers, manager.
The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.
BEATON BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Beaton Brothers Flooring Co. Inc.
45 Seventh Street
Lakewood, NJ 08701
Case No.: 15-13891
Chapter 11 Petition Date: March 5, 2015
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: Joseph Casello, Esq.
COLLINS, VELLA & CASELLO
2317 Route 34 South, Suite 1A
Manasquan, NJ 08736
Tel: (732) 751-1766
Fax: (732) 751-1866
Email: jcasello@cvclaw.net
Total Assets: $133,283
Total Liabilities: $1.15 million
The petition was signed by David S. Beaton III, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-13891.pdf
BINDER & BINDER: Asks Court to Extend Deadline to Remove Suits
--------------------------------------------------------------
Binder & Binder, one of the largest social security disability
firms in the United States, has filed a motion seeking additional
time to remove civil lawsuits involving the firm.
In its motion, the firm asked the U.S. Bankruptcy Court for the
Southern District of New York to move the deadline for filing
notices of removal of the lawsuits to July 14.
Cassandra Porter, Esq., at Lowenstein Sandler LLP, in New York,
said the deadline to file claims against the firm and its
affiliates has not yet passed.
"The debtors and their estates would benefit from the opportunity
to analyze whether a proof of claim has been filed and the nature
of the claim in order to make an informed decision about removal of
any civil action," the firm's lawyer said in the filing.
About Binder & Binder
Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with operating
scale and efficiencies unrivaled by its competitors in the highly
fragmented advocacy market. The company has more than 950
employees in 35 offices across the United States. In 2010, H.I.G.
Capital, LLC acquired a controlling equity interest in the
company.
Binder & Binder - The National Social Security Disability Advocates
(NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec.
18, 2014. The cases are assigned to Judge Robert D. Drain.
The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.
BINDER & BINDER: Seeks Court Approval to Assume CBAs With USWU
--------------------------------------------------------------
Binder & Binder, one of the largest social security disability
firms in the United States, has filed a motion seeking court
approval to assume its collective bargaining agreements with the
United Service Workers Union, IUJAT, Local 455.
The CBAs, which had been recently revised, provide for a 2% salary
increase for employees for 2015. Certain employees of the firm may
also receive more than 2% increase in their salary under the
agreements.
In the same filing, the firm also asked for approval to assume
another contract called the Associate Membership Agreement dated
Feb. 1, 2014. The agreement provides benefits to executives and
managers who are not covered by the firm's collective bargaining
agreements with the union.
The request drew flak from U.S. Bank National Association, the
administrative agent under a loan agreement between Binder & Binder
and a group of lenders.
U.S. Bank said the relief sought in the motion is "premature" and
that the firm has to prove that it can afford the additional
expenses given its current situation.
About Binder & Binder
Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with operating
scale and efficiencies unrivaled by its competitors in the highly
fragmented advocacy market. The company has more than 950
employees in 35 offices across the United States. In 2010, H.I.G.
Capital, LLC acquired a controlling equity interest in the
company.
Binder & Binder - The National Social Security Disability Advocates
(NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec.
18, 2014. The cases are assigned to Judge Robert D. Drain.
The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.
BR ENTERPRISES: Section 341(a) Meeting Set for March 27
-------------------------------------------------------
There will be a meeting of creditors of BR Enterprises
on March 27, 2015, at 10:00 a.m. at Office of the UST (7-500).
Creditors have until June 25, 2015, to submit their proofs of
claim.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
BR Enterprises, a California Partnership, sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 15-21575) in Sacramento,
California, on Feb. 27, 2015, without stating a reason.
The Redding, California-based debtor estimated $10 million to $50
million in assets and $1 million to $10 million in debt.
Antonio Rodriguez, III, the managing partner, signed the petition.
The case is assigned to Judge Michael S. McManus.
According to the docket, the deadline for filing claims by
governmental entities is Aug. 26, 2015.
George C. Hollister, Esq., at Hollister Law Corporation, in
Sacramento, serves as the Debtor's counsel.
A related entity, Shasta Enterprises, sought bankruptcy protection
(Case No. 14-30833) on Oct. 31, 2014.
BRAND ENERGY: Bank Debt Trades at 2% Off
----------------------------------------
Participations in a syndicated loan under which Brand Energy &
Infrastructure Services is a borrower traded in the secondary
market at 97.85 cents-on-the- dollar during the week ended Friday,
March 6, 2015, according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal. This
represents an increase of 0.50 percentage points from the previous
week, The Journal relates. Brand Energy pays 375 basis points
above LIBOR to borrow under the facility. The bank loan matures on
Nov. 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
212 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
CAESARS ENTERTAINMENT: Bankruptcy Court Authorizes Use of Cash
--------------------------------------------------------------
Casino News Daily reports that Bankruptcy Judge Benjamin Goldgar
has allowed Caesars Entertainment Operating Co. to use part of
those $847 million it has available for the next five weeks or so.
According to the report, Judge Goldgar will further discuss the use
of cash on March 26, 2015.
Casino News relates that in a prepared budget the Company presented
to the Court, $334 million is to be tapped up until April 3, 2015.
The Company said in court documents that revenue is to exceed
expenditure and $834 million are to be generated towards the end of
the five-week period.
According to Casino News, Judge Goldgar also postponed some other
motions, among which was the creditors' request for a probe of the
Company's transactions before it filed for Chapter 11. The Court
will be consider the matter on March 25, 2015, the report states.
Casino News says that the Company asked the Bankruptcy Court to end
certain contracts that would save the gaming operator the
approximate sum of $675,000 a month.
Judge Goldgar ruled that the Company should keep on paying its
vendors and employees, Casino News reports.
Ggrasia.com relates that the Company has revealed plans to exit
voluntary bankruptcy little more than a month and a half after
signing up for it. According to the report, the exit plan involves
the bankrupt unit CEOC being split in two -- one part would run 38
Caesars casinos across the U.S., while the other portion would be a
property company controlled by a real estate investment trust.
First-lien note holders would own the operating company when it
exits bankruptcy, in exchange for those note holders' $6.3 billion
of debt, the report states.
Reuters says that the process of exiting Chapter 11 could take as
much as a year, as the exit plan must be approved by Judge Goldgar
and by creditors, a process that could take a year or more.
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, $28.2 billion in total liabilities and a $3.71
billion total deficit.
In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect 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
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors. As a result, The
RSA became effective pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against Caesars Entertainment
Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan.
12, 2015. The bondholders are represented by Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
As reported in the Troubled Company Reporter on Feb. 4, 2015, the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois, according to a ruling by
Delaware Bankruptcy Judge Kevin Gross.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
CAESARS ENTERTAINMENT: Wants to Remove Barges at Buck Lake Casino
-----------------------------------------------------------------
Caesars Entertainment Corp. wants to get rid of five barges that
hold a 136,000-square-foot casino in Buck Lake.
The Company said in a court filing, "All current estimates for the
liquidation project indicate that the debtors will generate
significant revenues from liquidating the obsolete property." Jeff
Amy at The Associated Press recalls that the Company shut down
Harrah's casino complex in Mississippi's Tunica County in June
2014.
The AP relates that Judge Benjamin Goldgar will hold on March 25,
2015, a hearing on a motion filed by the Company's division seeking
for authorization to "dismantle and liquidate" part of Harrah's.
According to The AP, a federal appeals court upheld federal Judge
Nathaniel Gorton's dismissal of the Company's lawsuit against
gambling regulator, Massachusetts Gambling Commission chairperson
Stephen Crosby, because the Company had not shown that any
"cognizable protected property interest" had been infringed. The
Company, the report states, claimed that Mr. Crosby breached
constitutional rights and unfairly favored a competing casino plan
from Wynn Resorts.
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, $28.2 billion in total liabilities and a $3.71
billion total deficit.
In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect 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
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors. As a result,
The RSA became effective pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against Caesars Entertainment
Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan.
12, 2015. The bondholders are represented by Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
As reported in the Troubled Company Reporter on Feb. 4, 2015, the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois, according to a ruling by
Delaware Bankruptcy Judge Kevin Gross.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
* * *
Caesars Entertainment Operating Company and its debtor affiliates,
on March 2, 2015, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois filed a Chapter 11 Plan of
Reorganization and related Disclosure Statement, which, if
confirmed and consummated, will eliminate approximately $10 billion
in funded debt from the Debtors' balance sheet, permitting the
Debtors to maintain ongoing operations without the unsustainable
burden of their existing debt load.
To effectuate the Plan, the Debtors will, among other things,
cancel the existing Interests in CEOC and convert their
prepetition corporate structure into two companies: (1) OpCo, to
manage the Debtors' properties and facilities on an ongoing basis,
and (2) PropCo to hold certain of the Debtors' real property assets
and related fixtures and will lease those assets to OpCo pursuant
to a Master Lease Agreement.
A full-text copy of the Disclosure Statement dated March 2, 2015,
is available at http://bankrupt.com/misc/CAESARSds0302.pdf
CAL DIVE: Meeting to Form Creditors' Panel Set for March 17
-----------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on March 17, 2015, at 10:00 a.m. in the
bankruptcy cases of Cal Dive International, Inc., et al.
The meeting will be held at:
The DoubleTree Hotel
700 King Street
Wilmington DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Cal Dive International, Inc.
Cal Dive International, Inc., headquartered in Houston, Texas, is a
marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East, and
Europe, with a diversified fleet of dive support vessels and
construction barges.
As reported by the TCR on Jan. 19, 2015, Cal Dive had decided not
to pay approximately $2.2 million in interest due Jan. 15, 2015, on
its 5.00% convertible senior notes due 2017. Under the terms of
the indenture governing the Notes, the Company has a 30-day grace
period during which it may elect to make the interest payment
without being in default for non-payment.
CASH STORE: Changes Name to 1511419 Ontario; CCAA Stay Extended
---------------------------------------------------------------
The company formerly known as The Cash Store Financial Services
Inc. on March 4 disclosed that it has changed its name to 1511419
Ontario Inc.
The Company also obtained an order from the Ontario Superior Court
of Justice (Commercial List) granting a stay extension under its
current Companies' Creditors Arrangement Act ("CCAA") proceedings
to June 1, 2015.
The stay will allow the Company time to complete the transfer of
assets pursuant to the transaction with National Money Mart Company
that closed on February 6, 2015, to complete any purchase price
adjustment pursuant to the transaction and to permit stakeholders
to continue to deal with various estate matters.
Further details are available on the Monitor's Web site at
http://cfcanada.fticonsulting.com/cashstorefinancial
The Company will continue to provide updates on its restructuring
as matters advance.
The company formerly known as The Cash Store Financial Services
Inc. is a Canadian corporation that is not affiliated with
Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd.
operates in the United States under the name "Cash Store". The
Company does not do business under the name "Cash Store" in the
United States and does not own or provide any consumer lending
services in the United States.
CASH STORE: N/K/A as 1511419 Ontario Inc., Gets Stay Extension
--------------------------------------------------------------
The Cash Store Financial Services Inc. has changed its name to
1511419 Ontario Inc.
The Company also obtained an order from the Ontario Superior Court
of Justice (Commercial List) granting a stay extension under its
current Companies' Creditors Arrangement Act proceedings to
June 1, 2015.
The stay will allow the Company time to complete the transfer of
assets pursuant to the transaction with National Money Mart Company
that closed on Feb. 6, 2015, to complete any purchase price
adjustment pursuant to the transaction and to permit stakeholders
to continue to deal with various estate matters.
Further details are available on the Monitor's Web site at
http://cfcanada.fticonsulting.com/cashstorefinancial
About Cash Store Financial
Cash Store Financial and Instaloans primarily act as lenders to
facilitate short-term advances and provide other financial services
to income-earning consumers who may not be able to obtain them from
traditional banks. Cash Store Financial also provides
private-label debit cards.
Cash Store Financial is not affiliated with Cottonwood Financial
Ltd. or the outlets Cottonwood Financial Ltd. operates in the
United States under the name "Cash Store". Cash Store Financial
does not do business under the name "Cash Store" in the United
States and does not own or provide any consumer lending services in
the United States.
Cash Store Financial reported a net loss and comprehensive loss of
C$35.5 million for the year ended Sept. 30, 2013, as compared with
a net loss and comprehensive loss of C$43.5 million for the year
ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$165
million in total assets, C$166 million in liabilities, and a C$1.32
million shareholders' deficit.
CENTRUS ENERGY: Names Daniel Poneman as President, Chief Executive
------------------------------------------------------------------
Steven Overly at The Washington Post reports that Centrus Energy
Corp. has named former Department of Energy official Daniel B.
Poneman as its president and chief executive, less than six months
after the Company emerged from Chapter 11 bankruptcy.
According to The Post, Mr. Poneman will begin serving as the
Company's president and chief executive on March 9, 2015. He
succeeded John K. Welch, who stepped down in October 2014, the
report says.
Mikel H. Williams, the Company's chairperson, said in a statement,
"His exceptional experience across a range of energy and national
security disciplines will be a significant asset to our company.
Dan has the international experience to further develop Centrus'
business as dozens of new power reactors currently under
construction around the world come online."
About Centrus Energy Corp.
Centrus Energy Corp. is a supplier of enriched uranium fuel for
nuclear power plants. Centrus is working to deploy the American
Centrifuge technology for commercial needs and to support U.S.
energy and national security.
Centrus, then known as USEC Inc., filed a Chapter 11 bankruptcy
petition (Bank. D. Del. Case No. 14-10475) on March 5, 2014. The
Debtor tapped Latham & Watkins LLP, as general counsel; Richards,
Layton & Finger, P.A., as Delaware counsel; Vinson & Elkins as
special counsel; and Lazard Freres & Co. LLC as investment banker.
USEC Inc. won confirmation its reorganization plan and emerged
from Chapter 11 on Sept. 30, 2014, as Centrus Energy Corp.
CHART ACQUISITION: To Appeal NASDAQ Delisting Determination
-----------------------------------------------------------
Chart Acquisition Corp. on March 5 disclosed that on March 2, 2015,
the Company received notice from The NASDAQ Stock Market LLC
indicating that the Listing Qualifications Panel had determined to
delist the Company's securities from The NASDAQ Capital Market due
to the Company's non-compliance with the minimum shareholder
requirements by March 4, 2015, and to suspend trading in the
Company's securities effective with the open of business on
Thursday, March 5, 2015. The Company is continuing to move forward
with its proposed business combination with Tempus Applied
Solutions, LLC, which the Company believes will create a business
that can maintain a strong shareholder base.
The Company intends to appeal the Panel's determination to suspend
trading in its securities to the NASDAQ Listing and Hearing Review
Council, pursuant to which the Company will seek additional time to
complete the Business Combination and for the combined entity to
evidence compliance with all applicable requirements for initial
listing on NASDAQ, including the minimum shareholder requirements.
The Company believes that it will be able to complete the Business
Combination and evidence compliance with the applicable NASDAQ
initial listing criteria within the discretionary period available
to the Listing Council, which would not expire until Aug. 31, 2015.
Upon the suspension of trading on NASDAQ on March 5, 2015, and
pending resolution of the Company's appeal to the Listing Council,
the Company's common stock, warrants and units will be eligible to
trade on the OTC Markets' OTCQB market tier under the ticker
symbols "CACG," "CACGW" and "CACGU," respectively.
About Chart Acquisition Corp.
Chart is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Chart raised $75 million
in its initial public offering in December 2012.
CHINA GINSENG: KCG Reports 0.19% Stake as of Feb. 27
----------------------------------------------------
KCG Americas LLC disclosed in a regulatory filing with the
Securities and Exchange Commission that as of Feb. 27, 2014, it
beneficially owned 83,109 shares of common stock of China Ginseng
Holdings Inc., which represents 0.19 percent based on outstanding
shares reported on the Issuer's 10-Q filed with the SEC for the
period ended December 31, 2014. A copy of the regulatory filing is
available for free at http://is.gd/N61TGb
About China Ginseng
Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China. The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards. However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production. Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.
China Ginseng reported a net loss of $4.76 million on $2.61
million of revenue for the year ended June 30, 2014, compared to a
net loss of $3.64 million on $3.56 million of revenue for the year
ended June 30, 2013.
As of Dec. 31, 2014, China Ginseng had $9.03 million in total
assets, $15.8 million in total liabilities, and a $6.72 million
stockholders' deficit.
Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, 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 incurred an accumulated deficit of
$14.2 million since inception, has a working capital deficit of
$11.6 million, and there are existing uncertain conditions the
Company faces relative to its ability to obtain working capital
and operate successfully. These conditions raise substantial
doubt about its ability to continue as a going concern.
CHROMCRAFT REVINGTON: Ex-Furniture Seller Seeks Bankruptcy
----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
furniture seller Chromcraft Revington Inc., which halted operations
last year, filed for bankruptcy on March 5 to shut down operations
under the court's watch.
According to the report, citing documents filed in the U.S.
Bankruptcy Court in Wilmington, Del., company officials put
Chromcraft Revington into bankruptcy as they search for buyers for
warehouses in Mississippi and Indiana, which emptied after the
company closed in May "due to economic realities in the furniture
industry and unfavorable trends."
Chromcraft Revington, Inc., a Delaware corporation incorporated in
1992, is engaged in the design, import, manufacture and marketing
of residential and commercial furniture. The Company is
headquartered in West Lafayette, Indiana with furniture
manufacturing, warehousing and distribution operations in
Senatobia, Mississippi and Compton, California; and through the
second quarter of 2013, warehouse and distribution operations in
Delphi, Indiana.
CLEARCI: Files for Ch 7 Liquidation; Marc Barmat Named as Trustee
-----------------------------------------------------------------
Celia Ampel at the South Florida Business Journal reports that
ClearCi has filed for Chapter 7 bankruptcy after racking up $1.4
million in debt.
The Company's workers were paid before the Company liquidated, the
Business Journal relates, citing Matthew Kish, Esq., at Kish Law
Firm, the attorney for the Company.
According to the Business Journal, Marc Barmat of Furr & Cohen in
Boca Raton will serve as Chapter 7 trustee.
The Business Journal states that the Company had $48,000 in assets.
It owed money to a few South Floridians who had made business
loans to the firm, including $60,000 to real estate agent Tripta
Chawla. Court documents show that the Company also owed: (i)
$103,000 to the Company's CEO, Joe Levy, for a business loan and
unpaid or deferred salary; and (ii) $90,000 to Michael Clews, the
Company's co-founder and vice president of operations.
ClearCi is a Fort Lauderdale, Florida-based software start-up.
COMMUNITYONE BANCORP: Posts $150 Million Net Income for 2014
------------------------------------------------------------
CommunityOne Bancorp filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$150 million on $73.9 million of total interest income for the year
ended Dec. 31, 2014, compared to a net loss of $1.48 million on
$75.0 million of total interest income in 2013.
As of Dec. 31, 2014, CommunityOne had $2.21 billion in total
assets, $1.94 billion in total liabilities and $267 million in
total shareholders' equity.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/25ckkT
Robert L. Reid, president/chief executive officer, David L.
Nielsen, chief financial officer, Neil W. Machovec, chief credit
officer, and Beth S. DeSimone, general counsel of CommunityOne
Bancorp are scheduled to provide certain investor presentations
beginning on March 5, 2015. A copy of the slide presentation
prepared for use by the Company for these presentations is
available for free at http://is.gd/CIAExO
About CommunityOne
CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.
* * *
This concludes the Troubled Company Reporter's coverage of
CommunityOne Bancorp until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CONGREGATION BIRCHOS: Wants Stay Lifted to Pursue State Court Suit
------------------------------------------------------------------
Congregation Birchos Yosef asks the U.S. Bankruptcy Court for the
Southern District of New York to modify the automatic stay to
permit the continuation of an action pending before the State
Supreme Court.
In December 2013, the Debtor commenced an action in the State
Supreme Court seeking to set aside fraudulent deed and fraudulent
lease relating to its property located at 900-906 Route 45, in
Spring Valley, New York. The action was a result of TD Bank,
N.A.'s foreclosure action on the Route 45 property after the Debtor
failed to pay a prepetition loan. In January 2015, the Debtor
filed a motion with the State Supreme Court seeking the entry of
summary judgment in its favor.
By its motion, the Debtor asks the Bankruptcy Court to modify the
stay to permit it to continue to prosecute the action through the
entry of final judgment. The Debtor says permitting the action to
continue before the State Supreme Court will benefit its estate by
quickly and efficiently adjudicating the Debtor's claim to
set-aside the lease agreement concerning the Route 45 property.
About Congregation Birchos Yosef
Congregation Birchos Yosef is a religious corporation which was
formed on Jan. 16, 1985 for the purposes of creating and
maintaining a "House of Worship" in accordance with the traditions
of the Hebrew faith and to serve and advance the affairs of the
surrounding community under the leadership of the Grand Rebbe of
Nikolsburg. Its principal office is located at 201 Route 306,
Monsey, New York. It has real properties located in Spring Valley
and Monsey, New York.
Congregation Birchos Yosef sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26,
2015.
The Debtor tapped Douglas J. Pick, Esq., at Pick & Zabicki LLP, in
New York, as counsel.
The Debtor estimated assets and debt of $10 million to $50
million.
The official schedules of assets and liabilities are due March 12,
2015.
The Chapter 11 plan and disclosure statement are due by June 26,
2015.
CUMULUS MEDIA: S&P Revises Outlook to Negative & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Atlanta, Ga.-based radio broadcaster Cumulus Media Inc.
to negative from stable. At the same time, S&P affirmed its 'B'
corporate credit rating on the company.
"The outlook revision reflects our expectation that Cumulus'
liquidity (cash plus revolving facility access) will fall below
$100 million over for the next three to four quarters due to
declining EBITDA and tightening covenants," said Standard & Poor's
credit analyst Jeanne Shoesmith. S&P does not expect Cumulus to
have access to its $200 million revolving credit facility, based on
its tightening covenants and our expectation for continued EBITDA
declines in the first quarter of 2015. However, S&P also does not
anticipate a covenant violation because it do not expect the
company to need access to the $200 million revolving credit
facility in 2015.
S&P could revise the outlook to stable if Cumulus is able to
reestablish meaningful access to its $200 million revolving credit
facility. Under this scenario, S&P would expect Cumulus' EBITDA
trends to stabilize and the company to repay about $350 million of
debt over the next three to four quarters using cash flow and
roughly $200 million from asset sales.
S&P could lower the rating if the company is unable to execute on
its strategy of selling assets worth $200 million over the next
three to four quarters and repaying $600 million of debt by
year-end 2016. S&P could also lower its rating if Cumulus is not
able to reduce leverage to levels that reestablish meaningful
access to its $200 million revolving credit facility, which S&P
views as a key component of it maintaining an "adequate" liquidity
assessment, given S&P's expectation for long-term core revenue
declines in the radio industry.
DANDRIT BIOTECH: Karsten Ree Reports 5% Stake as of Jan. 15
-----------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Karsten Ree Holding B ApS reported that as of
Jan. 15, 2015, it beneficially owned 500,000 shares of common stock
of Dandrit Biotech USA, Inc., which represents 5.52 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/hOIAU7
About DanDrit
DanDrit Biotech USA, Inc., a biotechnology company, develops
vaccine for the treatment of colorectal cancer primarily in the
United States, Europe, and Asia. Its lead compound includes
MelCancerVac(MCV), a cellular therapy, which is in a comparative
Phase IIb/III clinical trial for advanced colorectal cancer. It
also develops MelVaxin that is similar to the lysate component of
MCV for injecting into the skin to promote natural dendritic cell
responses that will attack the tumor expressing cancer/testis
antigens. The company was founded in 2001 and is headquartered in
Copenhagen, Denmark.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.41 million compared to a net loss of $1.11 million
for the same period in 2013.
As of Sept. 30, 2014, Dandrit had $2.55 million in total assets,
$4.93 million in total liabilities and a $2.38 million total
stockholders' deficit.
"The Company has incurred significant losses, has not yet been
successful in establishing profitable operations and has current
assets in excess of current liabilities. These factors raise
substantial doubt about the ability of the Company to continue as a
going concern as of September 30, 2014," the Company stated in its
Form 10-Q Report.
DANDRIT BIOTECH: RS Group ApS Reports 5% Stake as of Feb. 16
------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, RS Group ApS disclosed that as of Feb. 16, 2015, it
beneficially owned 515,000 shares of common stock of Dandrit
Biotech USA, Inc., which represents 5.68 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/grpW0E
About DanDrit
DanDrit Biotech USA, Inc., a biotechnology company, develops
vaccine for the treatment of colorectal cancer primarily in the
United States, Europe, and Asia. Its lead compound includes
MelCancerVac(MCV), a cellular therapy, which is in a comparative
Phase IIb/III clinical trial for advanced colorectal cancer. It
also develops MelVaxin that is similar to the lysate component of
MCV for injecting into the skin to promote natural dendritic cell
responses that will attack the tumor expressing cancer/testis
antigens. The company was founded in 2001 and is headquartered in
Copenhagen, Denmark.
For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.41 million compared to a net loss of $1.11 million
for the same period in 2013.
As of Sept. 30, 2014, Dandrit had $2.55 million in total assets,
$4.93 million in total liabilities and a $2.38 million total
stockholders' deficit.
"The Company has incurred significant losses, has not yet been
successful in establishing profitable operations and has current
assets in excess of current liabilities. These factors raise
substantial doubt about the ability of the Company to continue as a
going concern as of September 30, 2014," the Company stated in its
Form 10-Q Report.
DEB STORES: To Close All 295 Stores, GOB Sales Underway
-------------------------------------------------------
Lauren Coleman-Lochner at Bloomberg News reports that Deb Shops is
going out of business. Gift cards were accepted only until March
8, 2015, the report says.
According to Precious Petty at The Express-Times, the Company is
shuttering all of its 295 stores and going-out-of-business sales
are currently underway.
About Deb Stores
Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes. The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932. As of Sept. 30, 2014, the company operated a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.
On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.
Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676). The cases are assigned to Judge Mary F.
Walrath.
Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors. Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.
As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.
The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and
Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.
DOVER DOWNS: Reports $706,000 Net Loss for 2014
-----------------------------------------------
Dover Downs Gaming & Entertainment, Inc. filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $706,000 on $185 million of revenues for
the year ended Dec. 31, 2014, compared to net earnings of $13,000
on $197 million of revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $180 million in total assets,
$67.5 million in total liabilities and $112 million in total
stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's credit facility
expires on Sept. 30, 2015, and at present no agreement has been
reached to refinance the debt, which raises substantial doubt about
the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/MUwECb
About Dover Downs
Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker. The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space. Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season. Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops. Visit http://www.doverdowns.com/
As reported by the TCR on Oct. 31, 2014, Dover Downs was notified
by the New York Stock Exchange that the average closing price of
our common stock had fallen below $1.00 per share over a period of
30 consecutive trading days, which is the minimum average share
price for continued listing on the NYSE under the NYSE Listed
Company Manual.
DRAGONWAVE INC: Receives Nasdaq Bid Deficiency Notice
-----------------------------------------------------
DragonWave Inc., a global supplier of packet microwave radio
systems for mobile and access networks, on March 5 disclosed that
it received a notice from The NASDAQ Stock Market that the Company
is not in compliance with NASDAQ's Listing Rule 5450(a)(1), as the
minimum bid price of DragonWave's common shares has closed below
US$1.00 per share for 30 consecutive business days. The
notification of noncompliance has no immediate effect on the
listing or trading of DragonWave's common shares on the NASDAQ
Global Market under the symbol "DRWI".
The Company has 180 days, or until August 31, 2015, to achieve
compliance with the minimum bid price requirement. To regain
compliance, the minimum bid price of DragonWave's common shares
must meet or exceed US$1.00 per share for a minimum of 10
consecutive business days during this 180-day grace period.
If the Company does not regain compliance with the Rule by Aug. 31,
2015, the Company may be eligible for an additional 180 calendar
day compliance period. To qualify, the Company would need to
transfer the listing of its common shares to The NASDAQ Capital
Market, provided that it meets the continued listing requirement
for the market value of publicly held shares and all other initial
listing standards, with the exception of the bid price requirement.
The Company's failure to regain compliance could result in
delisting of its common shares on NASDAQ.
Trading of DragonWave common shares on the Toronto Stock Exchange
under the symbol "DWI" is not affected by the notice from NASDAQ.
About DragonWave
DragonWave(R) -- http://www.dragonwaveinc.com/-- is a provider of
high-capacity packet microwave solutions that drive next-generation
IP networks. DragonWave's carrier-grade point-to-point packet
microwave systems transmit broadband voice, video and data,
enabling service providers, government agencies, enterprises and
other organizations to meet their increasing bandwidth requirements
rapidly and affordably. The principal application of DragonWave's
portfolio is wireless network backhaul, including a range of
products ideally suited to support the emergence of underlying
small cell networks. Additional solutions include leased line
replacement, last mile fiber extension and enterprise networks.
DragonWave's corporate headquarters is located in Ottawa, Ontario,
with sales locations in Europe, Asia, the Middle East and North
America. DragonWave(R), Horizon(R) and Avenue(R) are registered
trademarks of Dragon.
DUNE ENERGY: Marjorie Bowen Quits as Director
---------------------------------------------
Marjorie Bowen submitted her resignation from the Board of
Directors of Dune Energy, Inc., and from all committees of the
Company of which she was a member, to be effective March 2, 2015,
according to a document filed with the Securities and Exchange
Commission. Ms. Bowen's resignation is not because of any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
Dune Energy reported a net loss of $47 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.4 million in
2011. The Company's balance sheet at Sept. 30, 2014, showed $229
million in total assets, $144 million in total liabilities and
$85.2 million in total stockholders' equity.
"Our primary sources of liquidity are cash provided by operating
activities, debt financing, sales of non-core properties and
access to capital markets. As previously discussed, the Company
is now subject to a Forbearance Agreement and Fourth Amendment to
the Credit Agreement. Under the terms of this agreement, we have
a borrowing base set at $40 million. Pursuant to the terms of the
agreement, so long as we remain in compliance with the terms of
the agreement, Dune has $1 million of borrowing capacity
available. Nevertheless, this will not provide sufficient
liquidity to continue normal operations absent a longer-term
solution prior to the end of the forbearance period. "These and
other factors raise substantial doubt about our ability
to continue as a going concern beyond Dec. 31, 2014, should the
Merger with Eos not occur," the Company stated in its quarterly
report for the period ended Sept. 30, 2014.
DUNE ENERGY: Terminates Merger Agreement with Eos Petro
-------------------------------------------------------
Dune Energy, Inc., disclosed in a Form 8-K report filed with the
Securities and Exchange Commission that it notified Eos Petro,
Inc., that, effective March 4, 2015, it was terminating the
agreement and plan of merger, dated as of Sept. 17, 2014, among the
Company, Eos and Eos Merger Sub, Inc., a wholly owned subsidiary of
Eos, due to a breach and failure to perform by Eos and the Merger
Subsidiary of the Merger Agreement.
Pursuant to the Merger Agreement, Merger Subsidiary had agreed to
acquire any and all outstanding shares of common stock of the
Company validly tendered and not properly withdrawn through a cash
tender offer of $0.30 per Share, to be followed by a merger to
acquire all remaining outstanding Shares at the same price per
share paid in the Offer.
On Dec. 16, 2014, Eos informed the Company that Eos could not
complete the Merger and Offer on the terms originally set forth in
the Merger Agreement and Schedule TO. Accordingly, subsequent to
December 16, the parties, along with the Company's senior lenders
and the holders of the Company's outstanding Senior Notes, spent
substantial time negotiating in an effort to reach an agreement on
the parameters of a transaction acceptable to all parties and for
which Eos may obtain financing to consummate the merger and the
transactions contemplated by the Merger Agreement; however, the
parties were unable to consummate a transaction on alternate
terms.
As the Company previously announced, the Offer expired at midnight
New York City time, on Friday, Feb. 27, 2015. According to
American Stock Transfer & Trust Company, the depositary for the
Offer, as of the expiration of the Offer at midnight New York City
time, on Feb. 27, 2015, a total of 72,078,305 Shares were validly
tendered and not properly withdrawn pursuant to the Offer,
representing 98.73261% of all outstanding Shares, which is
sufficient to satisfy the Minimum Tender Condition.
After the Extended Expiration Time, Eos informed the Company
through counsel that it was unable to complete the Offer because
Eos and Merger Subsidiary had been unable to secure sufficient
financing to fund the Offer as of the Extended Expiration Time, and
that none of the Shares validly tendered and not properly withdrawn
would be purchased in the Offer.
The Company believes that all of the conditions to the Offer had
been satisfied as of the Extended Expiration Time. Accordingly,
Eos and Merger Subsidiary were obligated to purchase all Shares
validly tendered and not properly withdrawn as of the Extended
Expiration Time by midnight New York City time, on Feb. 27, 2015,
or be in breach of the Merger Agreement, the Company maintains.
As Eos and Merger Subsidiary did not purchase all Shares validly
tendered and not properly withdrawn as of the Extended Expiration
Time, the Company believes Eos and Merger Subsidiary have breached
the Merger Agreement and failed to perform their obligations
thereunder and thus the Company is entitled to terminate the Merger
Agreement pursuant to Section 8.1(c)(i) of the Merger Agreement and
to receive the Parent Termination Fee and reimbursement for certain
expenses incurred by it.
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
Dune Energy reported a net loss of $47 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.4 million in
2011. The Company's balance sheet at Sept. 30, 2014, showed $229
million in total assets, $144 million in total liabilities and
$85.2 million in total stockholders' equity.
"Our primary sources of liquidity are cash provided by operating
activities, debt financing, sales of non-core properties and
access to capital markets. As previously discussed, the Company
is now subject to a Forbearance Agreement and Fourth Amendment to
the Credit Agreement. Under the terms of this agreement, we have
a borrowing base set at $40 million. Pursuant to the terms of the
agreement, so long as we remain in compliance with the terms of
the agreement, Dune has $1 million of borrowing capacity
available. Nevertheless, this will not provide sufficient
liquidity to continue normal operations absent a longer-term
solution prior to the end of the forbearance period. "These and
other factors raise substantial doubt about our ability
to continue as a going concern beyond Dec. 31, 2014, should the
Merger with Eos not occur," the Company stated in its quarterly
report for the period ended Sept. 30, 2014.
EAT AT JOE'S: Mark McGarrity Assumes Chief Info. Officer Position
-----------------------------------------------------------------
Mark McGarrity, age 35, assumed duties of a chief information
officer at Eat at Joe's Ltd. beginning March 2, 2015, according to
a Form 8-K filed with the Securities and Exchange Commission.
There was no arrangement or understanding between Mr. McGarrity and
any other person pursuant to which he was selected as an officer.
There exist no family relationship between any director, executive
officer, and Mr. McGarrity.
Since the beginning of the Company's last fiscal year, Mr.
McGarrity was not involved in any transaction with any related
person, promoter or control person of the Company.
Mr. McGarrity was formerly the owner and chief executive officer of
Franklin Networks, Inc. While at Franklin, Mr. McGarrity was
primarily involved in the growth of Franklin's digital publishing
initiatives and web properties. He is an accomplished online
marketer and technologist with a diverse background in not only
digital and email marketing, but also traditional marketing and
publishing.
For the past 13 years, Mr. McGarrity created successful marketing
initiatives and campaigns resulting in dramatic growth in a number
of industries from non-profit to high tech. In addition to his
background in online marketing and publishing, Mr. McGarrity is
also an accomplished software developer. As the Company's chief
information officer, Mr. McGarrity will focus on online marketing,
strategic business process automation, web development, digital
publishing, social media marketing and optimization.
The Company and Mr. McGarrity entered into an at will employment
contract, in which Mr. McGarrity agreed to oversee and guide the
Company's information technologies related to the development and
maintenance the Company's web sites, mobile applications, games,
and advertising in connection to software development. Mr.
McGarrity's duties include, but are not limited to: research and
development, signing agreements and otherwise committing the
Company regarding software development and advertising, subject to
operating budgets set by the Board of Directors, review by the
Company's general and assistant general counsel, and the written
policies and resolutions of the Board. The Company agreed to
compensate Mr. McGarrity with an annualized base salary of $120,000
paid in accordance with the regular payroll practices of the
Company for executives, less such deductions or amounts as are
required to be deducted or withheld by applicable laws or
regulations. In addition, the Company agreed to issue to Mr.
McGarrity a signing bonus of 250,000 shares of restricted common
stock with a gating provision restricting Mr. McGarrity to selling
no more than 5,000 shares daily for every 250,000 shares of daily
trading volume after Mr. McGarrity complies with Rule 144.
About Eat at Joe's
Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.
Eat at Joe's reported a net loss of $1.38 million in 2013
following net income of $2.84 million in 2012.
Robison, Hill & Co., in Salt Lake City, Utah, 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
raising substantial doubt about its ability to continue as a going
concern.
ELEPHANT TALK: Contract with Mexican Mobile Carrier Under Review
----------------------------------------------------------------
Elephant Talk Communications Corp. disclosed in a document filed
with the Securities and Exchange Commission that Steven van der
Velden, its chief executive officer, met with senior management of
a mobile communications carrier in Mexico to discuss the contract
by and between the Company and the Carrier. As a result of the
sale of the Carrier to a third party, the Contract is currently
under review by the acquirer. At the meeting it was determined
that no decision as to the future of the Contract will be made
until the 2nd quarter of 2015.
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $22.1 million in 2013, a net
loss of $23.1 million in 2012 and a net loss of $25.3 million in
2011. As of Sept. 30, 2014, the Company had $40.6 million in
total assets, $18.4 million in total liabilities and $22.2
million in total stockholders' equity.
EMPIRE RANCH: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Empire Ranch Golf Course, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 15-50211) on Feb. 20, 2015,
estimating assets and liabilities between $1 million and $10
million. The petition was signed by Dwight C. Millard, managing
member.
Citing Mr. Millard, Nevada Appeal reports that this is the second
time the Company filed for bankruptcy.
As reported by the Troubled Company Reporter on July 9, 2012, the
Company filed for Chapter 11 bankruptcy procedural on July 3, 2012.
Mr. Millard said that the case was dismissed, Nevada Appeal
relates.
Mr. Millard, according to Nevada Appeal, said that the latest
bankruptcy filing involves only the golf course, not his other
business operations. The Company had to file because the mortgage
was due in September, the report states, citing Mr. Millard. The
report quoted Mr. Millard as saying, "We've got a substantial
appraisal and a small mortgage. This gives us a chance to
reorganize because things are doing so much better."
Judge Bruce T. Beesley presides over the case.
Kevin A. Darby, Esq., at Darby Law Practice, Ltd., serves as the
Company's bankruptcy counsel.
Empire Ranch Golf Course, LLC, is headquartered in Carson City,
Nevada.
ENERGY & EXPLORATION: Bank Debt Trades at 16% Off
-------------------------------------------------
Participations in a syndicated loan under which Energy &
Exploration Partners is a borrower traded in the secondary market
at 84.45 cents-on-the-dollar during the week ended Friday, March 6,
2015, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
an increase of 0.58 percentage points from the previous week, The
Journal relates. Energy & Exploration pays 675 basis points above
LIBOR to borrow under the facility. The bank loan matures on Jan.
14, 2019. Moody's and Standard & Poor's did not give a rating to
the loan. 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.
ERF WIRELESS: Issues 60.8 Million Common Shares
-----------------------------------------------
ERF Wireless, Inc., issued 60,826,000 common stock shares pursuant
to existing convertible promissory notes from February 28 through
March 6, 2015, according to a document filed with the Securities
and Exchange Commission.
The Company receives no additional compensation at the time of the
conversions beyond that previously received at the time the
Convertible Promissory Notes were originally issued. The shares
were issued at an average of $0.0002 per share. The issuance of
the shares constitutes 17.508% of the Company's issued and
outstanding shares based on 347,414,201 shares issued and
outstanding as of Feb. 27, 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 of $4.81 million in 2012, and a
net loss of $3.37 million in 2011.
As of Sept. 30, 2014, the Company had $3.59 million in total
assets, $10.4 million in liabilities, and a $6.84 million
shareholders' deficit.
FLYING STAR: Remodeling Restaurants This Year, CEO Says
-------------------------------------------------------
Damon Scott at the Albuquerque Business First reports that Flying
Star Cafe founder and CEO Jean Bernstein said that customers can
expect locations to go through updates and remodels this year.
Business First quoted Ms. Bernstein as saying, "We're still
investing in our company and have set aside money for
[remodeling]."
According to Business First, the Menaul Boulevard location has
already been revamped and the empty magazine racks have been
removed.
Flying Star Cafe has launched a new "Cafe Menu", which offers some
lower-priced items at all the restaurant chain's locations,
Business First relates. Citing Ms. Bernstein, the report states
that part of the revamping has come in response to customer
feedback and sometimes a perception that menu items are too pricey.
Ms. Berstein said that new desserts will also hit locations March
4, 2015, according to the report.
About Flying Star
Headquartered in Albuquerque, New Mexico, Flying Star Cafes, Inc.,
a NM corporation -- dba Flying Star, dba Rio Chan Foods, LLC, aka
Flying Star Commissary, dba Flying Star Foods, LLC, aka Flying
Star/Satellite Coffee, aka Flying Star Foods – operated
nine
restaurants, as well as eight Satellite Coffee shops. The Company
also has a food production business, Rio Chan, that supplies
outside customers.
Flying Star Cafes, Inc., a NM corporation, filed for Chapter 11
bankruptcy protection (Bankr. D. N.M. Case No. 15-10182) on Jan.
30, 2015, estimating its assets and liabilities at between $1
million and $10 million each. The petition was signed by Jean
Bernstein, president/CEO.
Judge David T. Thuma presides over the case.
Daniel J Behles, Esq., Arin Elizabeth Berkson, Esq., Bonnie Bassan
Gandarilla, Esq., George M Moore, Esq., and Koo Im Sakayo Tong,
Esq., at Moore, Berkson, & Gandarilla, P.C., serve as the Debtor's
bankruptcy counsel.
FORTESCUE METALS: Bank Debt Trades at 5% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 95.33
cents-on-the-dollar during the week ended Friday, March 6, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents a decrease of
3.12 percentage points from the previous week, The Journal relates.
The Company 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 widely-quoted
syndicated loans in secondary trading in the week ended Friday
among the 212 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.
FRAC TECH: Bank Debt Trades at 20% Off
--------------------------------------
Participations in a syndicated loan under which Frac Tech Services
Ltd is a borrower traded in the secondary market at 80.30 cents-
on-the-dollar during the week ended Friday, March 6, 2015 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents an increase of 1.00
percentage points from the previous week, The Journal relates.
Frac Tech pays 475 basis points above LIBOR to borrow under the
facility. The bank loan matures on April 3, 2021, and carries
Moody's B2 rating and Standard & Poor's B rating. The loan is one
of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
GELTECH SOLUTIONS: Issues $150,000 Convertible Note to Mr. Reger
----------------------------------------------------------------
GelTech Solutions, Inc., disclosed in a document filed with the
Securities and Exchange Commission that on Feb. 27, 2015, it issued
Mr. Reger a $150,000 7.5% secured convertible note in consideration
for a $150,000 loan. The note is convertible at $0.24 per share
and matures on Dec. 31, 2020. Repayment of the note is secured by
all of the Company's assets including its intellectual property and
inventory in accordance with a secured line of credit agreement
between the Company and Mr. Reger. Additionally, the Company
issued Mr. Reger 312,500 two-year warrants exercisable at $2.00 per
share.
All of the securities were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506(b) thereunder.
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.
The Company reported a net loss of $950,000 on $111,000 of sales
for the three months ended Sept. 30, 2014, compared with a net
loss
of $1.91 million on $530,800 of sales for the same period last
year.
The Company's balance sheet at Dec. 31, 2014, showed $1.5 million
in total assets, $2.81 million in total liabilities, and a total
stockholders' deficit of $1.31 million.
GENIUS BRANDS: Terminates Line of Credit with SunTrust Bank
-----------------------------------------------------------
Genius Brands International, Inc. and SunTrust Bank, on March 2,
2015, entered into a line of credit termination agreement in order
to terminate the Company's Line of Credit with SunTrust evidenced
by that certain commercial note dated Aug. 13, 2014, in the
principal amount of $2,000,000. On the Termination Date, there
were no amounts due or payable to SunTrust, according to a Form
8-K Report filed with the Securities and Exchange Commission.
About Genius Brands
San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.
Genius Brands reported a net loss of $7.21 million in 2013, a net
loss of $2.06 million in 2012 and a net loss of $1.37 million in
2011.
As of Sept. 30, 2014, the Company had $18.3 million in total
assets, $3.67 million in total liabilities and $14.6 million in
total stockholders' equity.
GETTY IMAGES: Bank Debt Trades at 15% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 84.94
cents-on-the-dollar during the week ended Friday, March 6, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents a decrease of
1.51 percentage points from the previous week, The Journal relates.
The Company 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 widely-quoted syndicated
loans in secondary trading in the week ended Friday among the 212
loans with five or more bids. All loans listed are B-term, or sold
to institutional investors.
GRANITE STATE PLASMA: March 17 Hearing on Bid to Sell Assets
------------------------------------------------------------
Edmond J. Ford, Chapter 11 Trustee in the Chapter 11 cases of
Granite State Plasma Cutting Ltd. Harmony Metal Products North,
Inc., and Harmony Land Holdings, LLC, will appear before the
Bankruptcy Court in Manchester, New Hampshire, on March 17, 2015 at
2:00 p.m. to seek approval of his motion to sell certain of the
Debtors' assets, including vehicles, free and clear of liens. The
sale may include the assumption, cure and assignment of executory
contracts or leases.
Counterparties to any assumed executory contract or lease may file
any objection to the assumption or the cure on or before March 16,
2015.
The Chapter 11 Trustee proposes to sell all of the Transferred
Assets and Titled Vehicles free and clear of liens claims and
encumbrances to HMGS Finance LLC for a purchase price of
$1,550,000, subject to higher and better bids of at least
$1,700,000 or higher.
The sale may, at the Purchaser's option, include Supplemental
Assets and Supplemental Vehicles purchased subject to existing
purchase money or lease financing for an additional purchase price.
Payment shall be in cash and must close on or before April 3, 2015.
The 'Transferred Assets' mean all real estate and buildings located
at 1412 NH Route 175, Holderness, NH, all machinery, equipment,
tooling owned by the Debtor, accounts receivable under 90 days in
age, customer list, any intellectual property owned by the Debtor,
any intangibles, purchase orders, any book of business, and any
associated goodwill. The Purchaser shall also purchase the Titled
Vehicles for an allocated portion of the Purchase Price of not less
than $35,000 of the overall purchase price. Counteroffers were due
March 3, 2015.
If there are no other Qualified Bidders, the Chapter 11 Trustee
will seek approval of the stalking horse bid from HMGS.
Edmond J. Ford, Chapter 11 Trustee, may be reached at:
Edmond J. Ford, Esq.
FORD & MCPARTLIN, P.A.
10 Pleasant Street, Suite 400
Portsmouth, NH 03801
Tel: 603-433-2002
Fax: 603-433-2122
E-mail: eford@fordlaw.com
Granite State Plasma Cutting Ltd.; Harmony Metal Products North,
Inc.; and Harmony Land Holdings, LLC filed for Chapter 11
bankruptcy (Case Nos. 14-12165-BAH (Lead Case); 14-12166-BAH; and
14-12167-BAH) on on November 6, 2014. Granite State and Harmony
Metal each listed under $1 million in both assets and liabilities.
A copy of Granite State's petition is available at
http://bankrupt.com/misc/nhb14-12165.pdf William S. Gannon, Esq.,
at William S. Gannon, PLLC, serves as the Debtors' counsel.
GYMBOREE CORP: Bank Debt Trades at 27% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 72.05 cents-on-the-
dollar during the week ended Friday, March 6, 2015 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents an increase of 2.10
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under the
facility. The bank loan matures on Feb. 23, 2018. The bank debt
carries Moody's B2 and Standard & Poor's B- rating. The loan is
one of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
HALCON RESOURCES: Amends 2014 Form 10-K to Add Info
---------------------------------------------------
Halcon Resources Corporation filed with the Securities and Exchange
Commission an amended Form 10-K for the year ended
Dec. 31, 2014, for the sole purpose of providing the information
required by Items 10 through 14 of Part III of the Report. This
information was previously omitted from the Original 10-K in
reliance on General Instruction G(3) to Form 10-K.
ITEM 10. Directors, executive officers and corporate governance
ITEM 11. Executive compensation
ITEM 12. Security ownership of certain beneficial owners and
management and related stockholder matters
ITEM 13. Certain relationships and related transactions, and
director independence
ITEM 14. Principal accountant fees and services
A full-text copy of the Form 10-K/A is available for free at:
http://is.gd/5L3T4w
About Halcon Resources
Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States. This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.
As of Sept. 30, 2014, Halcon Resources had $5.93 billion in total
assets, $3.59 billion in total liabilities, $110.70 million in
redeemable noncontrolling interest, and $1.51 billion in total
stockholders' equity.
* * *
As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon Resources Corporation's Corporate Family Rating
(CFR) to Caa1 from B3 and the Probability of Default Rating to
Caa1-PD from B3-PD. The downgrade reflects growing risk for
Halcon's business profile because of high financial leverage and
limited liquidity as its existing hedges roll-off and stop
contributing to its borrowing base over the next 12-18 months.
In the June 30, 2014, Standard & Poor's Ratings Services affirmed
all its ratings, including its 'B' corporate credit rating, on
Houston-based Halcon Resources Corp.
HARBOR LIGHT: Cleanup at Benton Harbor Plant Almost Done
--------------------------------------------------------
Scott Aiken at The Herald-Palladium reports that cleanup is almost
done at the shuttered Harbor Light Metals, LLC plant on Alreco
Drive on the north end of Benton Harbor, Michigan.
Hundreds of tons of potentially hazardous waste has been removed
from the plant, Herald-Palladium says, citing officials.
Herald-Palladium relates that work to remove process by-products,
barrels of chemicals and other materials left behind when the plant
shut down got underway in November 2014 and is expected to wrap up
this month. The report adds that a cleanup plan was developed and
contractors were hired for the work.
Citing EPA on-scene coordinator Betsy Nightingale, Herald-Palladium
states that the cost to date is about $1 million, and about 4,400
tons of material has been removed for proper disposal.
According to Herald-Palladium, Ms. Nightingale said there were
three primary concerns: (i) piles of aluminum dross, which is a
by-product of aluminum refining and is being taken to a monofill, a
type of landfill that specializes in handling one material; (ii) 65
one-ton bags of dust captured by the plant's baghouse pollution
control equipment, with most of the bags outside and had to be
repackaged for removal; and (iii) various chemicals and oils stored
in about 75 containers around the site.
Benton Harbor, Michigan-based Harbor Light Metals, LLC, fka
purchased assets from Ace Companies, LLC, is a secondary aluminum
smelter, whose major customers include Alcoa Inc., Toyota Motor
Corp., and Briggs & Stratton Corp.
Harbor Light filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Mich. Case No. 09-08022) on July 6, 2009, estimating assets
between $500,001 and $1 million and its debts at between $1 million
and $10 million. The petition was signed by Dori Reid, member of
the Company.
Judge James D. Gregg presides over the case.
Kerry D. Hettinger, Esq., at Hettinger & Hettinger PC, serves as
the Company's bankruptcy counsel.
HERCULES OFFSHORE: OKs Long-Term Incentive Grants for Executives
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Hercules
Offshore, Inc. approved long-term incentive grants to each of John
T. Rynd, chief executive officer and president, Troy L. Carson,
senior vice president and chief financial officer, and Terrell L.
Carr, senior vice president, Worldwide Drilling Operations.
Each of the executive officers received restricted stock awards,
which vest 1/3 per year on each of the first three anniversaries of
the designated grant date, March 2, 2015. Each executive officer
was also granted a long-term cash performance award, which is
earned subject to the achievement of Company performance objectives
with respect to two metrics, relative stock price performance and
operational downtime, over a one-year, two-year and three-year
period, each beginning on Jan. 1, 2015. 20% of the total
Performance Award is achievable based on the one-year performance
period, 30% is achievable based on the two-year performance period,
and the remaining 50% is achievable based upon the three-year
performance period. Mr. Rynd's Performance Award also has an
equity component that is earned, in addition to the cash, up to a
total amount of 400,000 shares if minimum levels of performance are
achieved. Performance objectives have been established for each
metric, with the Performance Awards earning 100% more cash at the
maximum level, and 40% less cash at the threshold level, with the
amount earned prorated between levels. No cash or shares will be
issued with respect to a particular metric over a particular
performance period if the threshold performance objective is not
met with respect to such metric over the particular performance
period.
At the target level, the Performance Awards and the Restricted
Stock Awards are approximately 80% and 20%, respectively, of the
total target grant for Mr. Rynd, and approximately 73% and 27%,
respectively, of the total target grant for Mr. Carson and Mr.
Carr. The number of shares and amount of cash issuable to each of
the executive officers if the target objectives are achieved with
respect to each metric is as set forth below:
Performance Performance
Restricted Cash Award Equity
Name Stock Award (Target) Award
-------------- -------------- ----------- -----------
John T. Rynd 589,474 shares $1,082,334 400,000 shares
Troy L. Carson 378,947 shares $561,000 N/A
Terrell L. Carr 294,737 shares $436,333 N/A
About Hercules Offshore
Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally. The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies. The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.
Hercules Offshore reported a net loss of $216 million in 2014,
compared to a net loss of $68.1 million in 2013. As of Dec. 31,
2014, the Company had $2 billion in total assets, $1.38 billion in
total liabilities and $615.03 million in equity.
* * *
The Troubled Company Reporter reported on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore's Corporate
Family Rating to 'B2' from 'B3'. Hercules' 'B2' CFR is supported
by
its improved cash flow and lower leverage on the back of increased
drilling activity and higher day-rates in the Gulf of Mexico.
As reported by the TCR on Dec. 30, 2014, S&P lowered its corporate
credit rating on Hercules Offshore Inc. to 'B-' from 'B'. The
downgrade reflects S&P's estimate for increased leverage as a
result of lower day-rates and utilization for the company's
offshore rigs, both in the company's Domestic Offshore and
International Offshore segments. S&P's estimates of lower
utilization and day-rates are a result of S&P's expectation of
decreased offshore drilling given lower oil prices. S&P now
expects FFO to debt to be below 12% and debt to EBITDA to exceed
5x in 2015.
HERRING CREEK: NEPCO Balks at Adequacy of Info in Plan Outline
--------------------------------------------------------------
New England Phoenix Co., Inc., filed a limited opposition to
Herring Creek Acquisition Co., LLC's motion for approval of the
disclosure statement explaining its Chapter 11 plan.
Generally, NEPCO does not oppose the Debtor's proposed plan to sell
certain real property and related assets and, by doing so make 100%
distribution to creditors other than those certain creditors who
have agreed to other treatment of their claims. However, according
to NEPCO, there are too many questions left unanswered by the
Disclosure Statement to allow for an informed evaluation of the
efficacy of the proposed plan of reorganization.
NEPCO is a secured creditor of the Debtor's estate pursuant to the
purchase and assignment of certain obligations of the Debtor
related to a Promissory Note dated April 1, 2010 from the Debtor,
as borrower, to James G. Gerblick, Trustee of the James G. Gerblick
Trust in the original principal amount of $2,550,000. The Debtor's
obligations under the Note and are guaranteed by the Debtor's
principal, Robert Hughes.
NEPCO is represented by:
Armando E. Batastini, Esq.
Lee Harrington, Esq.
NIXON PEABODY LLP
One Citizens Plaza
Providence, RI 02903
Tel: (401) 454-1000
Fax: (866) 680-8453
E-mail: abatastini@nixonpeabody.com
lharrington@nixonpeabody.com
The Chapter 11 Plan
The Debtor filed the Plan and Disclosure Statement on Jan. 16,
2015. The Plan provides for the sale of certain real estate, the
restructuring of the Debtor's operations, and, except for creditors
who have agreed to different treatment, for the payment of
creditors in full.
A summary of the types of Claims and the recovery for each type of
Claim under the Plan:
Gross Estimated
Claims at Plan Voting
Type of claim Petition Date Treatment Status
------------- --------------- --------- ------
Class 1 Anderson $24,500,000 Subject to Plan Impaired/
Secured Claim Support Agreement Entitled
to vote
Class 2 Beckers $3,000,000 Paid up to Impaired/
Secured Claim $2,500,000 Entitled
to vote
Class 3 New $2,600,000 Paid in full Unimpaired
England Phoenix
Co., Inc. Secured
Claim
Class 4 Owen $3,600,000 Paid in full Unimpaired
Secured Claim
Class 5 Santander $2,505,000 Paid in full Unimpaired
Bank N.A. or reinstated
Secured Claim
Class 6 Herring $59,000 Paid in full Unimpaired
Creek Landowners
Association Claims
Class 7 General $53,611 Paid in full Impaired/
Unsecured Claims Entitled
to vote
Class 8 Equity N/A Retain equity Impaired/
Interests interests entitled
to vote
The membership interests of the Debtor are held as follows:
-- 50% by The Hughes Family Realty Trust, for which Robert
Hughes and Susan Hughes are trustees, and
-- 25% each by Megan M. Johnson (formerly Megan M. Hughes)
and
Sarah H. Douglas (formerly Sarah D. Hughes), the daughters of
Robert and Susan Hughes.
Robert Hughes is the sole manager of the Debtor, and will continue
to be the sole manager of the Debtor after the Effective Date. Mr.
Hughes is not and will not be paid a salary to manage the Debtor.
A copy of the 29-page Disclosure Statement is available at:
http://bankrupt.com/misc/HerringCreek_27_DS.pdf
About Herring Creek
Formed in 1995, Herring Creek Acquisition Co., LLC, owns and
manages several parcels of real property located in Edgartown,
Massachusetts. Three of the parcels on the Property are rented
and
generate income for Herring Creek. Robert Hughes, manages the
Property. Herring Creek was forced to file bankruptcy because New
England Phoenix Co., Inc., a creditor asserting a secured claim,
had scheduled a foreclosure sale for one of the Debtor's parcels
of
real property.
Herring Creek filed a Chapter 11 bankruptcy petition (Bankr. D.
Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without
stating a reason. The case is assigned to Judge William C.
Hillman. Donald Ethan Jeffery, Esq., at Murphy & King, in Boston,
serves as counsel to the Debtor.
In an amended schedules, the Debtor disclosed $22.3 million in
assets and $37.4 million in liabilities.
HYDROCARB ENERGY: Files Amendment No.2 to 2013 Annual Report
------------------------------------------------------------
Hydrocarb Energy Corp., formerly, Duma Energy Corp. filed on Nov.
11, 2013, its annual report on Form 10-K for its fiscal year ended
July 31, 2013. Subsequent to the filing of the Original Form 10-K,
the Company became aware of various issues relating to that filing
and, thus the Company filed a second amended Annual Report.
The Amendment No. 2 to the Original Form 10-K replaces and
supersedes the Amendment No. 1 to Form 10-K filed with the SEC on
Feb. 24, 2015. The First Amendment was filed with the incorrect
signatures of authorized officers, without required certifications,
and with various other clerical errors which have been corrected
and updated in the Second Amendment. Readers should disregard the
First Amendment in its entirety.
Revisions to the Original Form 10-K are made in the following
areas.
ITEM 1: Production and Price History
* Addition of production by product by field for each of the
three years ended July 31, 2013
ITEM 1: Government Regulation
* Addition of the costs and effects of compliance with
environment laws
ITEM 7: Plan of Operations
* Removal of reference to estimated oil quantity in Namibia
concession
ITEM 7: Results of Operations
* Enhanced discussion of revenue fluctuations from 2012 to 2013
ITEM 8: Note 6 - Asset Retirement Obligation
* Addition of a summary of the anticipated timing and types of
properties related to the asset retirement obligation at
July 31, 2013
ITEM 8: Note 12 - Commitments and Contingencies
* Additional disclosures related to legal proceedings the
Company is involved with at July 31, 2013
ITEM 8: Note 15 - Supplemental Oil and Gas Information (Unaudited)
* Removal of references to natural gas liquids, as the Company
does not produce such liquids
ITEM 8: Note 15 - Supplemental Oil and Gas Information (Unaudited)
* Addition of a discussion for significant changes in reserve
quantities during the year ended July 31, 2013
ITEM 8: Note 15 - Supplemental Oil and Gas Information (Unaudited)
* Additional disclosures relating to the treatment of future
abandonment costs
ITEM 13: Certain Relationships and Related Transactions and
Director Independence
* Identification by name of all referenced individuals
A full-text copy of the amended Form 10-K is available at:
http://is.gd/GaMAZJ
About Hydrocarb Energy
Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.
Hydrocarb Energy reported a net loss of $6.55 million on $5.06
million of revenues for the year ended July 31, 2014, compared to
a net loss of $37.5 million on $7.07 million of revenues for the
year ended July 31, 2013.
"A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in
our ability to raise additional capital for our operations.
Because our operations to date have been largely financed through
the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and
our continued operations. A reduction in our ability to raise
equity capital in the future could have a material adverse effect
upon our business plan and operations, including our ability to
continue our current operations," the Company stated in its
Annual Report for the year ended July 31, 2014.
IKANOS COMMUNICATIONS: Regains NASDAQ Listing Compliance
--------------------------------------------------------
Ikanos Communications, Inc., a provider of advanced broadband
semiconductor and software products for the connected home, on
March 5 disclosed that it has received notice from The NASDAQ Stock
Market that the company has regained compliance with the $1.00
minimum-bid-price requirement for continued listing on The NASDAQ
Capital Market.
As previously reported, NASDAQ had notified the company that the
bid price of the company's common stock had closed below the
minimum $1.00 per-share requirement and, as a result, the company
was not in compliance with Listing Rule 5550(a)(2). After
completion of a reverse stock split that occurred on February 13,
2015, NASDAQ on March 3, 2015, notified the company that the
closing bid price of its common stock has been at $1.00 per share
or greater for at least 10 consecutive business days, and,
accordingly, NASDAQ has confirmed to the company that it has
regained compliance with the minimum-bid-price rule and that the
matter is now closed.
Ikanos Communications, Inc. (NASDAQ: IKAN) --
http://www.ikanos.com/-- is a provider of advanced broadband
semiconductor and software products for the connected home. The
company's DSL, communications processors and other offerings power
infrastructure and customer premises equipment for many of the
world's leading network equipment manufacturers and
telecommunications service providers.
IMH FINANCIAL: February 2015 Letter to Shareholders
---------------------------------------------------
IMH Financial Corporation issued its February 2015 letter to
shareholders which included information regarding recent executive
hires and certain of the Company's initiatives being undertaken.
The letter reads as follows:
Dear Fellow Shareholder,
IMH Financial Corporation recently filed with the Securities and
Exchange Commission two Current Reports on Form 8-K communicating
significant events and changes for the future of the Company. The
first 8-K describes the expansion of our leadership team through
hiring three new executives and promoting two long-term employees.
The second 8-K outlines major financial improvements that we
believe will significantly strengthen the financial health of the
Company.
The new additions to our leadership team represent nearly 80 years
of combined real estate investment, lending and financial
experience. This talented and experienced group is tasked with
growing IMH's portfolio of assets to maximize value for you, our
shareholders.
Jonathan Brohard was named Executive Vice President and General
Counsel for IMH and assumed the duties of Corporate Secretary.
Jonathan will also serve as IMH's chief compliance officer and
director of human resources and will oversee all of IMH's legal
matters, including management of internal and external legal
counsel. With Jonathan leading the Company's legal department, we
anticipate a material reduction in outside legal work.
Lisa Jack joined IMH as Chief Financial Officer and will oversee
all accounting, financial reporting and financial management for
IMH. Lisa will be instrumental in streamlining our processes to
reduce waste and excess cost.
Ryan Muranaka re-joins IMH as Senior Vice President and Director of
Underwriting and Asset Management. Ryan will oversee real estate
lending and investing for IMH and will be principally involved with
originating real estate related debt, equity and hybrid
transactions, as well as performing extensive credit analysis and
general underwriting. Ryan will assume two duties with the role of
asset manager and assist in the liquidation of the existing assets.
His role is designed to generate cash needed for reinvestment and
turn dormant assets into income producing assets.
Greg Hanss has been appointed Senior Vice President and Director of
Operations. Greg joined IMH as a consultant in May 2013, with
primary responsibilities for managing the Company's hotel assets.
In his new role, Greg will oversee the day-to-day operations and
performance of all IMH's operating assets. While overseeing
L’Auberge de Sedona and The Orchards Inn, Greg exceeded the
financial goals set for the two properties producing their best
years on record. He will now assist the Company in managing
Laughlin Ranch and other future operating assets.
Steven Darak will become Senior Vice President and Chief Accounting
Officer. He recently resigned the position of chief financial
officer pursuant to a process contemplated under his employment
agreement. Steve will continue to be an advisor to the CEO and the
board of directors on special projects.
In late January IMH completed its promised restructuring of its
senior corporate debt. We believe that this refinancing will
significantly enhance the Company's financial position. On January
23, 2015, Calmwater Capital 3, LLC, a division of Karlin Real
Estate, provided new debt instruments to IMH in the aggregate
principal amount of $78.8 million for the purposes of refinancing
the Company's $36.0 million senior secured loan with NWRA Ventures
I, LLC and a $24.8 million loan with First Credit Bank to two of
the Company's affiliates, and to provide working capital for
certain development activities and working capital needs.
The first loan is a $50 million non-recourse loan secured by first
liens on the Company's operating hotel and restaurant properties
located in Sedona, Arizona. The Sedona Loan requires interest-only
payments beginning on March 1, 2015 with a rate of 6.75% per annum
plus the greater of (a) LIBOR or (b) 0.50% per annum. The Sedona
Loan is a 3-year loan, which has a maturity date of February 1,
2018 with an option to extend for two 12-month periods. The
Company is permitted to make optional prepayments at any time,
subject to a yield maintenance prepayment fee if the prepayment is
made prior to February 1, 2016, and a .50% prepayment premium if
paid prior to February 1, 2017, and other conditions set forth in
the loan agreement.
The second loan is a $24.4 million non-recourse loan secured by
first liens on selected IMH real estate assets. Asset Loan 1
requires interest-only payments beginning on March 1, 2015 with an
interest rate of 8.5% per annum plus the greater of (a) one-month
LIBOR or (b) 0.50% per annum. Asset Loan 1 has a 2-year maturity
with that date being February 1, 2017, with an option to extend for
one 12-month period. The Company is permitted to make optional
prepayments at any time, subject to a variable yield maintenance
prepayment premium if the prepayment is made prior to November 1,
2015 and other conditions.
The third loan is a $4.4 million non-recourse loan secured by first
liens on selected IMH real estate. Asset Loan 2 requires
interest-only payments beginning on March 1, 2015 with an interest
rate of 8.5% per annum plus the greater of (a) LIBOR or (b) 0.50%
per annum. Asset Loan 2 also has a 2-year maturity with the same
dates as above and an option to extend for one 12-month period. The
Company is permitted to make optional prepayments at any time,
subject to a variable yield maintenance prepayment premium if the
prepayment is made prior to November 1, 2015 and other conditions.
All of the loans are non-recourse to IMH; however, each loan is
secured by a non-recourse carve out guarantee that provides
recourse to IMH in the event of incidences such as the borrower's
fraud or bankruptcy. In addition, the Company made certain
guarantees with respect to the completion of certain improvements
being made to the hotel properties and other assets in 2015.
These improvements include a $6 million capital improvement program
at L'Auberge de Sedona, The Orchards Inn and Taos Cantina.
Improvements include a new restaurant, bar, lounge and kitchen at
the L'Auberge de Sedona with a complete renovation to the renowned
spa and creek side rooms. The rooms at The Orchards Inn will also
be renovated and a complete facelift at Taos Cantina is planned.
This is an exciting time for the hotels and we expect property
enhancements to build upon our successes in 2015.
Finally, our Apple Valley apartment project is well under way
despite the snowy Minneapolis weather. We are on schedule and on
budget, and expect to finish the first phase by October 1, 2015
with preleasing scheduled for June 1, 2015. Over $7 million of the
$12 million in equity required has been invested and the balance is
committed and secured. We have secured the remainder of the
financing for a Bank of the Ozarks construction loan (as previously
disclosed in an 8-K filed on October 24, 2014) and should begin
draws on that line in late March.
We would like to continue keeping you apprised of notable
achievements throughout the year and ask that if you have not
already done so, to please provide your email address at:
http://imhfc.com/commitmentor complete the enclosed form. Thank
you for being part of the IMH family.
Best regards,
Lawrence D. Bain
Chairman and CEO
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
IMH Financial reported a net loss of $26.2 million in 2013, a net
loss of $32.2 million in 2012 and a net loss of $35.2 million in
2011.
As of Sept. 30, 2014, the Company had $199 million in total
assets, $97.6 million in total liabilities, $26.8 million in
redeemable convertible preferred stock, and $75.1 million in total
stockholders' equity.
LANTHEUS MEDICAL: Reports $1.2 Million Net Loss for 2014
--------------------------------------------------------
Lantheus Medical Imaging, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $1.16 million on $301.6 million of revenues for the year
ended Dec. 31, 2014, compared to a net loss of $61.7 million on
$284 million of revenues for the year ended Dec. 31, 2013. The
Company incurred a net loss of $42 million in 2012.
As of Dec. 31, 2014, the Company had $248 million in total assets,
$488 million in total liabilities and a $241 million total
stockholders' deficit.
For the three months ended Dec. 31, 2014, the Company reported net
income of $300,000 on $77.0 million of revenues compared to a net
loss of $12.3 million on $71.7 million of revenues for the same
period in 2013.
Jeff Bailey, president and CEO commented, "We are very pleased with
our fourth quarter results and our strong finish to what has been
an excellent year for Lantheus. Consistent with the themes we've
experienced throughout 2014, our fourth quarter performance
reflects continued, solid revenue growth and operating margin
expansion, as well as sequential and year-over-year improvement in
Adjusted EBITDA. Our strong quarterly sales performance for
DEFINITY was driven by our continued success in expanding the
appropriate use of contrast in cardiac echo procedures, while also
growing our respective market share. With solid U.S. performances
from all major product lines, our U.S. revenue growth accelerated
to 12% during the fourth quarter, driving our adjusted operating
and EBITDA margins to 17% and 25%, respectively."
A full-text copy of the Form 10-K is available for free at:
http://is.gd/jimqbr
About Lantheus Medical
Lantheus Medical Imaging, Inc., a wholly-owned operating
subsidiary of parent company, Lantheus MI Intermediate, Inc., is a
global leader in developing, manufacturing, selling and
distributing innovative diagnostic imaging agents. LMI provides a
broad portfolio of products, which are primarily used for the
diagnosis of cardiovascular diseases. LMI's key products include
the echocardiography contrast agent DEFINITY(R) Vial for
(Perflutren Lipid Microsphere) Injectable Suspension;
TechneLite(R) (Technetium Tc99m Generator), a technetium-based
generator that provides the essential medical isotope used in
nuclear medicine procedures; and Xenon (Xenon Xe 133 Gas), an
inhaled radiopharmaceutical imaging agent used to evaluate
pulmonary function and for imaging the lungs.
* * *
As reported by the TCR on July 1, 2014, Moody's Investors Service
upgraded the ratings of Lantheus Medical Imaging, Inc. including
the Corporate Family Rating to Caa1 from Caa2, the Probability of
Default Rating to Caa1-PD from Caa2-PD and the senior unsecured
rating to Caa1 (LGD4) from Caa2 (LGD4).
"The upgrade reflects our outlook for continuing earnings
improvement driven by rising DEFINITY sales and the impact of
ongoing cost reductions, while the positive outlook considers the
potential for deleveraging pending a successful IPO and further
resolution of supply issues," stated Michael Levesque, Senior Vice
President.
In the Nov. 6, 2013, edition of the TCR, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Lantheus
Medical Imaging Inc. to 'B-' from 'B'. The outlook is negative.
LEMINGTON HOME FOR THE AGED: Former Execs Breached Fiduciary Duty
-----------------------------------------------------------------
Ingrid Bagby, Erik Graham-Smith, Pamela Landman, Brian McGovern at
Jdsupra.com report that U.S. Court of Appeals for the Third Circuit
issued in February 2015 an opinion that confirmed a jury verdict,
holding former officers and directors of The Lemington Home for the
Aged jointly and severally liable to the facility's creditors -- in
the amount of $2.25 million -- for breach of fiduciary duty in
failing to properly oversee and manage the Home.
Jdsupra.com relates that the Court also upheld punitive damages of
$1 million and $750,000 against two of the officers -- the
administrator and chief financial officer -- but reversed a
punitive damages award against the directors.
According to Jdsupra.com, the Court upheld the jury's finding that
the administrator failed to uphold her duty of care to the Home, by
failing to act "with such care, including reasonable inquiry, skill
and diligence, as a person of ordinary prudence would use under
similar circumstances." The report says that the administrator,
among other things: (a) failed to perform her responsibilities to
ensure vendor contracts were in place, the facility was being
managed financially, bills were being paid, and the facility was
operating in compliance with Federal and State regulations; and (b)
continued to serve and accept compensation as administrator even
after converting to part-time status in violation of Pennsylvania
law.
Jdsupra.com states that the Court sustained the jury's finding that
the CFO had breached his duty of care by failing to maintain the
Home's books and records, lying to the Board about sharing
information with the consultant, and forgoing collection of upwards
of $500,000 in Medicare payments.
The Court, Jdsupra.com reports, upheld the jury's finding that the
individual directors had failed to exercise the requisite standard
of reasonable prudence and care over the Home's affairs in breach
of their fiduciary duty, by continuing to employ the administrator
and CFO despite actual knowledge of mismanagement and repeated
deficiency citations. According to the report, the Board also
failed to elect a treasurer and appoint a finance committee
responsible for overseeing the CFO. The Board had failed to keep
minutes of its meetings, the report says, citing the Court.
Jdsupra.com relates that the Court found the evidence insufficient
to support a punitive damages award against the defendant
directors.
Headquartered in Pittsburgh, Pennsylvania, Lemington Home for the
Aged -- http://www.lemington.org/-- operated a nursing home for
the elderly. The facility filed for Chapter 11 protection (Bankr.
W.D. Penn. Case No. 05-24500) on April 13, 2005. James E.
Van Horn, Esq., Mark E. Freedlander, Esq., at McGuire Woods LLP
represent the Debtor. When the Debtor filed for Chapter 11
protection from its creditors, it estimated assets and debts of
$1 million to $10 million.
The Committee of Unsecured Creditors was appointed two weeks after
the bankruptcy filing. W. Terrence Brown was hired by one of
Lemington's creditors to investigate the company's financial
situation.
Counsel to the Committee are Robert S. Bernstein, Esq., Kirk B.
Burkley, Esq., and Nicholas D. Krawec, Esq., at Krawec Bernstein
Law Firm, PC.
LEUCADIA NATIONAL: Fitch Affirms 'BB' Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has affirmed Leucadia National Corporation's
long-term Issuer Default Rating (IDR) at 'BBB-'. The Rating Outlook
remains Stable.
The ratings of Leucadia and its main operating subsidiary,
Jefferies Group LLC (Jefferies), continue to be equalized, as Fitch
considers Jefferies a core subsidiary of Leucadia. This is based on
Jefferies' significance relative to Leucadia's balance sheet
(Jefferies accounted for 42% of Leucadia's common equity,
ex-goodwill and intangibles, as of Dec. 31, 2014), the strong
operational linkages between the two companies including shared
leadership, and the likely role Jefferies will play in the combined
company's future strategic direction.
Fitch has also affirmed Jefferies' ratings with a Stable Outlook.
For more information, see the Rating Action Commentary entitled
'Fitch Affirms Jefferies' 'BBB-/F3' Long- and Short-Term IDRs;
Outlook Stable' dated March 5, 2014.
Key Rating Drivers - IDRs and Senior Debt
The affirmation of Leucadia's rating reflects its modest balance
sheet leverage, solid liquidity position, attractive debt maturity
profile, and maintenance of relatively conservative operating
parameters articulated by management at the time of its merger with
Jefferies. Ratings are constrained by the firm's sizeable
concentration in two of its largest investments, Jefferies and
National Beef, which accounted for 61% of the company's total
equity as of Dec. 31, 2014, variable operating performance as
measured by recurring cash flow, and dividends from portfolio
companies, and key man risk.
Fitch continues to assess Leucadia's strategic direction and
investment approach under the new management team, which are both
at early stages of their implementation. The company deployed $1.3
billion of capital in the 12 months ending Dec. 31, 2014 in various
investments including $317.5 million in a diversified holding
company (Harbinger), $423.2 million in two oil and gas exploration
and development companies, $345.1 million in seeding various asset
management initiatives (Leucadia Asset Management), and $70.9
million in a gold/silver mining project (Golden Queen). In
addition, the company has invested or identified $700 million of
investments thus far in 1Q'15, including $300 million of rescue
financing in the form of a senior secured loan provided to FXCM
Inc. in January 2015 and $400 million of seed capital commitment to
Folger Hill Asset Management, a multi-manager hedge fund platform,
which is expected to be funded in 1Q'15. Fitch views the combined
$2 billion in investments as significant and will monitor the
performance of these investments over time.
The company continues to maintain a conservative capital and
funding structure. Leverage, measured as parent company
debt-to-tangible equity, was 0.21x at Dec. 31, 2014 (parent company
debt includes $125 million of 3.25% cumulative convertible
preferred shares). The company has also stated a debt-to-equity
operating parameter of 0.50x, which excludes the two largest assets
and deferred tax assets from equity. On this basis, leverage
measured 0.71x at Dec. 31, 2014, which is higher than management's
stated maximum operating parameter. However, pro forma for the
repayment of $459 million of senior notes due September 2015,
leverage falls to 0.50x. Fitch expects further cushion will be
built from retained earnings. Given that this is a self-imposed
operating parameter by Leucadia, temporary breaches of the metric
do not, in and of themselves, impact the ratings.
The company's next debt maturity is not until October 2023
(excluding the September 2015 debt maturity), which is viewed
positively. Furthermore, the company is not expected to issue any
additional parent company debt in the near-- to intermediate-term.
As a result of the recent investment activity, liquidity has
declined from all-time-high levels recorded in 2013, but is still
considered solid in the context of the parent company's debt levels
and holding company expenses. Liquidity, defined as cash,
available-for-sale investments, and certain other investments that
are easily convertible into cash measured $2.1 billion at Dec. 31,
2014, compared to $3.1 billion at Dec. 31, 2013. Fitch notes that
liquidity is expected to be further impacted by $700 million of
investments in 1Q'15, as noted above. Still, the company is
expected to maintain a sizeable liquidity cushion compared to
holding company expenses, including interest expense, operating
expense and dividends on common equity.
The nature of Leucadia's portfolio and the strategic focus on
generating long-term investment returns versus earnings growth
tends to dampen operating results and create variable overall
operating cash flow. On a GAAP basis, net income was down 45% to
$204 million in 2014 from $369 million in 2013, mainly driven by
$157.6 million of one-time charges related to discontinued
operations (Lake Charles clean energy project), settlement of class
action lawsuits filed against Jefferies over its merger with
Leucadia, and a bad debt provision recorded at Jefferies. Excluding
these charges, net income was almost flat at $362 million.
Coverage of recurring cash flows/dividends from portfolio companies
to parent company's operating and interest expense was above 1x for
the 12 months ended December 2014, which is viewed as adequate when
considered together with available holding company liquidity.
However, the coverage falls below 1x if the dividends paid on
Leucadia's common shares, which totaled $93 million in 2014, are
factored in. Fitch expects this coverage to improve in the future
with the seasoning of its recent investments, particularly the low
capital-intensive, cash flow-generative asset management
businesses.
Key man risk continues to be a concern for both Leucadia and
Jefferies, although Fitch recognizes that Jefferies has broadened
and deepened its bench over the past several years.
Rating Sensitivities - IDRs and Senior Debt
Potential positive rating drivers for Leucadia could include
demonstrated longer-term performance of the recent sizeable
investments, reduced investment concentration, consistent operating
performance with strong coverage of portfolio company cash flows to
parent company expenses including dividends, while maintaining a
conservative liquidity and leverage profile.
Ratings could be negatively affected by increased concentration of
investments, sustained weakening performance at portfolio companies
leading to lower cash/dividend distributions, a fundamental shift
in financial policy leading to increased debt relative to parent
company liquidity or cash flows from portfolio companies, and/or a
less conservative leverage profile.
Fitch expects to pay particular attention to the performance of
Leucadia's investments in the asset management space given the
magnitude of the investments (approximately $1 billion to date),
the management team's varied track record in the asset management
space, and the fact that the investments often represent stakes in
funds in addition to asset managers.
Leucadia's ratings are equalized with those of Jefferies' given the
ownership structure and operational and management linkages between
the two companies. As a result, changes in Jefferies's ratings
would influence Leucadia's credit profile as well.
Leucadia operates its business similarly to a closed-end
alternative fund and serves as the holding company for Jefferies
among other investments. As of Dec. 31, 2014, it had roughly $52.6
billion in consolidated assets and $10.3 billion in book equity. In
addition to Jefferies, Leucadia's portfolio includes significant
equity stakes in other private and public companies as well as
Treasuries and other fixed income and equity securities.
Key Rating Drivers And Sensitivities - Subordinated Debt And Other
Hybrid Securities
The $125 million of 3.25% cumulative convertible preferred shares
issued by Leucadia are notched down twice from the company's IDR in
accordance with Fitch's criteria 'Treatment and Notching of Hybrids
in Nonfinancial Corporates and REIT Credit Analysis'. The two-notch
differential from the IDR reflects Fitch's view of the subordinated
nature of the instrument and the lack of a standard mandatory
conversion feature.
Fitch has affirmed the following ratings:
Leucadia National Corp.
-- Long-term IDR at 'BBB-', Outlook Stable;
-- Senior unsecured debt at 'BBB-';
-- Preferred Stock at 'BB'.
LEXINGTON ROAD: Ch 7 Case Over; $6.67MM in Claims to Go Unpaid
--------------------------------------------------------------
Richard Craver at the Winston-Salem Journal reports that Douglas
Battery Manufacturing Company's bankruptcy liquidation case is over
after more than three years with only secured creditor claims of
two family members being paid.
The Winston-Salem Journal relates that trustee Joseph Burns already
submitted his final report, saying that the Company's case "is
fully administered and all assets and funds which have come under
the trustee's control in this case have been properly accounted for
as provided by law."
According to the Winston-Salem Journal, the Company gained about
$1.32 million in gross receipts from the sale of assets and
properties, 70% of which went to administrative and other legal
costs. The report says that the Company will pay:
a. $250,000 to Thomas S. Douglas III for his secured claim
on the sale of Company's real estate;
b. $77,986 to Thomas S. Douglas for his secured claim from
the sale of personal property and intangibles;
c. $175,398 to the Forsyth County Tax Collector; and
d. $14,514 to the city of Winston-Salem Revenue Division.
The Winston-Salem Journal states that about $6.67 million in
priority secured and unsecured claims will go unpaid, among them
are: (i) $2.63 million by N.C. Division of Waste Management; (ii)
$1.55 million by ILCO Site Remediation Group; (iii) $1 million by
Samuel D. Taylor; (iv) four individual claims of $184,397 by Thomas
S. Douglas III, Thomas D. Douglas, G. Walker Douglas and Charles T.
Douglas; and (v) $146,524 by Mitel Leasing Inc.
About Lexington Road Properties
Based in Winston-Salem, North Carolina, Lexington Road Properties
Inc., fka Douglas Battery Manufacturing Company, filed for
Chapter 11 protection (Bankr. M.D.N.C. Case No. 12-50121) on Jan.
27, 2012. William B. Sullivan, Esq., at Womble Carlvle Sandridqe
& Rice, LLP, represents the Debtor. Lexington Road declared in a
Feb. 15 filing it had $4.9 million in real and personal assets and
$1.1 million in liabilities.
In June 2012, Bankruptcy Court Judge Catharine Aron converted the
Chapter 11 case to a Chapter 7 proceeding to try to expedite the
sale of most of the Debtor's properties.
LIME ENERGY: John Hurvis Reports 20.7% Stake as of Dec. 22
----------------------------------------------------------
John Thomas Hurvis and The John Thomas Hurvis Revocable Trust dated
March 8, 2002, disclosed in an amended Schedule 13D filed with the
Securities and Exchange Commission that as of Dec. 22, 2014, they
beneficially owned 1,956,916 shares of Lime Energy Co., which
represents 20.7 percent of the shares outstanding. All of the
shares are owned by The John Thomas Hurvis Revocable Trust dated
March 8, 2002, for which John Thomas Hurvis serves as the sole
trustee.
Mr. Hurvis is the chairman and chief executive officer of Old World
Industries, LLC, which provides automotive and heavy duty products
in more than 60 countries. The principal executive offices of Old
World Industries, LLC are located at 4065 Commercial Avenue,
Northbrook, IL 60062.
Pursuant to that Conversion Agreement, dated Dec. 23, 2014, by and
between the Trust and the Issuer, effective Dec. 22, 2014, the
Trust:
* converted 383,983 shares of Series A Preferred Stock into
1,093,968 shares of Common Stock;
* converted 225,892 shares of Series B Preferred Stock into
798,205 shares of Common Stock; and
* converted a 2014 Subordinated Secured Convertible Pay-in-Kind
Note with an original principal amount of $250,000 into
53,375 shares of Common Stock.
A full-text copy of the regulatory filing is available at:
http://is.gd/PwWfWs
About Lime Energy
Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals. The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation. The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.
Lime Energy reported a net loss available to common stockholders
of $18.5 million in 2013, a net loss of $31.8 million
in 2012 and a net loss of $18.9 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $31.1
million in total assets, $22.8 million in total liabilities and
$8.33 million in total stockholders' equity.
LIQUIDMETAL TECHNOLOGIES: Reports $6.5-Mil. Net Loss for 2014
-------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss and comprehensive loss of of $6.55 million on $603,000 of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss and comprehensive loss of $14.2 million on $1.02 million of
total revenue in 2013.
As of Dec. 31, 2014, the Company had $12.28 million in total
assets, $3.72 million in total liabilities and $8.56 million in
total shareholders' equity.
SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit. This raises substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/WepGbU
About Liquidmetal Technologies
Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries. The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.
LUMBERMEN'S UNDERWRITING: DBRS Cuts Fin. Strength Rating to 'E'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to E
(Under Regulatory Supervision) from B+ (Good) and the issuer credit
rating to "rs" from "bbb-" of Lumbermen's Underwriting Alliance
(LUA) (Lee's Summit, MO). The management company/attorney-in-fact
for LUA, U.S. Epperson Underwriting Company, is located in Boca
Raton, FL.
The rating downgrade reflects the order by the Missouri Department
of Insurance on Feb. 27, 2015 to place the exchange under
regulatory supervision. LUA's $22.5 million deficit position, as
stated in its recently filed year-end 2014 statutory balance sheet,
resulted from an unexpected shortfall in collateral held related to
LUA's largest subscriber, TS Employment, Inc., which filed for
Chapter 11 bankruptcy on Feb. 2, 2015 citing approximately $95
million of federal tax debt. As a result of TS Employment, Inc.'s
sudden deterioration, it was determined that LUA's collateral held
was insufficient to fund its large workers' compensation deductible
under the company's professional employer organization policy.
M&I HOME INVESTMENTS: Case Summary & 2 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: M&I Home Investments, LLC
500 N. Estrella Pkwy, Suite B-214
Phoenix, AZ 85338
Case No.: 15-02299
Chapter 11 Petition Date: March 5, 2015
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Daniel P. Collins
Debtor's Counsel: Blake D Gunn, Esq.
LAW OFFICE OF BLAKE D. GUNN
PO Box 22146
Mesa, AZ 85277-2146
Tel: 480-270-5073
Email: blake.gunn@gunnbankruptcyfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Moises Gutierrez, manager.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb15-02299.pdf
M/I HOMES: Fitch Raises IDR to 'B+'; Outlook Stable
---------------------------------------------------
Fitch Ratings has upgraded the ratings for M/I Homes, Inc. (NYSE:
MHO), including the company's Issuer Default Rating (IDR) to 'B+'
from 'B'. The Rating Outlook is Stable.
KEY RATING DRIVERS
MHO's ratings and Outlook reflect the company's execution of its
business model in the current housing environment, management's
demonstrated ability to manage land and development spending,
healthy liquidity position, improving credit metrics and Fitch's
expectation of further improvement in the housing market in 2015.
The ratings upgrade reflects MHO's improving financial and credit
metrics and Fitch's expectation of further progress in financial
results during the next 12-18 months. Credit metrics have improved
significantly over the past three years. Leverage as measured by
debt to EBITDA declined from 12.1x at the end of 2011 to 6.6x at
the conclusion of 2012, 4.9x at year-end 2013 and 4.2x at the
conclusion of 2014. Similarly, interest coverage increased from
0.8x in 2011 to 1.7x during 2012, 2.6x during 2013 and 3.5x at
year-end 2014. Fitch expects further improvement in these credit
metrics this year, with debt to EBITDA projected to be below 4x and
interest coverage remaining above 3x.
THE INDUSTRY
Housing metrics increased in 2014 due to more robust economic
growth during the last three quarters of the year (prompted by
improved household net worth, industrial production and consumer
spending), and consequently acceleration in job growth (as
unemployment rates decreased to 6.2% for 2014 from an average of
7.4% in 2013), despite modestly higher interest rates, as well as
more measured home price inflation. A combination of tax increases
and spending cuts in 2013 shaved about 1.5pp off annual economic
growth, according to the Congressional Budget Office. Many
forecasters estimate the fiscal drag in 2014 was only about 0.25%.
Single-family starts in 2014 improved 4.9% to 647,400 and
multifamily volume grew 16% to 355,600. Thus, total starts in 2014
were 1.003 million. New home sales were up 1.9% to 437,000, while
existing home volume was off 3% to 4.940 million largely due to
fewer distressed homes for sale and limited inventory.
New home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance. Average new
home prices rose 5.7% in 2014, while median home prices advanced
approximately 5.5%.
Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing, relatively robust economy
throughout the year. Considerably lower oil prices should restrain
inflation and leave American consumers with more money to spend.
The unemployment rate should continue to move lower (averaging 5.8%
in 2015). Credit standards should steadily, moderately ease
throughout 2015. Demographics should be more of a positive
catalyst. More of those younger adults who have been living at
home should find jobs and these 25-35 year olds should provide some
incremental elevation to the rental and starter home markets.
Single-family starts are forecast to rise about 17.5% to 760,000 as
multifamily volume expands 7% to 381,000. Total starts would be in
excess of 1.1 million. New home sales are projected to increase
about 18% to 515,000. Existing home volume is expected to
approximate 5.152 million, up 4.3%.
New home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first time
homebuyer product.
HOUSING AFFORDABILITY
The most recent Freddie Mac 30 year average mortgage rate
(Feb. 26, 2015) was 3.80%, up 4 basis points (bps) sequentially
from the previous week and 39 bps higher than the average rate
during the month of January 2013 (3.41%), a low point for mortgage
rates. Current rates are about 37 bps below the average in 2014
and still below historical averages and help moderate the effect of
much higher home prices during the past few years. Income growth
has been (and may continue to be) relatively modest. Nevertheless,
there has been some lessening of affordability as the upcycle in
housing has matured. The Realtor Association's composite
affordability index peaked at 207.3 in the first quarter of 2012,
averaged 176.9 in 2013, 164.4 in 2014 and was 167.8 in December
2014.
Erosion in affordability is likely to continue as interest rates
likely head higher in 2015 (as the economy strengthens). Fitch
projects that mortgage rates will average 30-40 bps higher in 2015.
Home price inflation should moderate this year reflecting the
higher interest rates and the mix of sales shifting more to first
time homebuyer product. However, average and median home prices
should still rise within a range of 2.2%-2.7% this year, pressuring
affordability.
HEALTHY LIQUIDITY POSITION
MHO ended 2014 with $15.5 million of unrestricted cash and $243
million of borrowing availability under its $300 million revolving
credit facility. In October 2014, MHO amended its revolver and
increased the facility by $100 million to $300 million, extended
the maturity to 2018 and reduced its Eurodollar and Alternative
base rate margins. The facility has an accordion feature that
allows the revolver to be increased up to $400 million, subject to
additional commitments. The company has no major debt maturities
until 2017, when $57.5 million of convertible senior subordinated
notes mature.
LAND STRATEGY
Following the significant reduction of its land supply during the
2006-2009 periods, MHO began to focus on growing its business in
late 2009 by investing in new communities and entering new markets.
In 2010, the company increased its total lot position by 9.2% and
expanded into the Houston, Texas market. During 2011, the company
entered the San Antonio, Texas market and also grew its total lot
position by 1.8%. MHO extended its geographic footprint by
expanding further into Texas, entering the Austin market in 2012
and the Dallas/Fort Worth market in 2013. Total lots controlled
increased 37.2% in 2012, 39.6% in 2013, and 4.5% in 2014.
MHO maintains an approximately 5.6-year supply of total lots
controlled, based on trailing 12 months deliveries, and 3.1 years
of owned land. Total lots controlled were 20,725 at Dec. 31, 2014.
About 54.8% of the lots are owned and the balance is controlled
through options.
Historically, MHO developed about 80% of its communities from which
it sells product, resulting in inventory turns that were moderately
below average as compared to its public peers. During the recent
downturn, MHO had been less focused on land development as most
land purchases were developed lots. In 2011, only 5% of land
purchases were raw lots. During the past three years, MHO has been
purchasing more raw land due to the decline in the availability of
developed lots. Management estimates that raw land purchases
accounted for about 60% of total land purchases during 2012 and 50%
of total land purchases during 2014 and 2013. The percentage of
lots internally developed by the company was 79% during both 2014
and 2013.
LAND AND DEVELOPMENT SPENDING AND CASH FLOW
MHO spent roughly $382 million on land and development during 2014
($237.7 million for land and $144.3 million for development)
compared with $323.6 million expended during 2013 ($216.8 million
for land and $106.8 million for development) and $195.1 million in
total spending during 2012. The company expects total land and
development spending will be between $400 million and $450 million
during 2015.
MHO has reported negative cash flow from operations (CFFO) for the
past five years, as the company rebuilds its land position. In
2014, MHO reported negative CFFO of $132.7 million. This compares
to negative CFFO of $74 million in 2013, $47 million in 2012, $34
million in 2011 and $37.3 million in 2010. Fitch expects MHO will
be cash flow neutral during 2015 as the company only slightly
expands inventory.
Fitch is comfortable with this strategy given the company's healthy
liquidity position and management's demonstrated ability to manage
its spending.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Total industry housing starts improve 13.8%, while new and
existing home sales grow 18% and 4.3%, respectively, in
2015;
-- MHO's revenues grow low double-digits and operating profit
margins remain stable in 2015;
-- MHO's debt/EBITDA falls below 4.0x and interest coverage
exceeds 3.0x during 2015;
-- The company spends between $400 million and $450 million on
land acquisitions and development activities during 2015;
-- The company maintains a healthy liquidity position (above
$150 million with a combination of unrestricted cash and
revolver availability).
RATING SENSITIVITIES
Future ratings and Outlooks will be influenced by broad
housing-market trends as well as company specific activity, such as
trends in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.
Further positive rating actions may be considered if the recovery
in housing is maintained, MHO's credit metrics improve further
(particularly debt-to-EBITDA sustaining at 3.5x and interest
coverage exceeding 4x), and the company preserves a healthy
liquidity position (above $150 million with a combination of
unrestricted cash and revolver availability).
A negative rating action could be triggered if the industry
recovery dissipates; EBITDA margins decline 200-300 bps; leverage
exceeds 6x and MHO's liquidity position falls sharply, perhaps
below $100 million.
Fitch has upgraded M/I Homes' ratings as:
-- Long-term IDR to 'B+' from 'B';
-- Senior unsecured notes to 'BB-/RR3'from 'B+/RR3';
-- Convertible senior subordinated notes to 'B-/RR6'from
'CCC+/RR6';
-- Series A non-cumulative perpetual preferred stock to
'CCC+/RR6' from 'CCC/RR6'.
The Rating Outlook is Stable.
The Recovery Rating (RR) of 'RR3' on MHO's senior unsecured notes
indicates good recovery prospects for holders of this debt issue.
MHO's exposure to claims made pursuant to performance bonds and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debt holders. The 'RR6' on MHO's
convertible senior subordinated notes and preferred stock indicates
poor recovery prospects in a default scenario. Fitch applied a
liquidation valuation analysis for these recovery ratings.
MEG ENERGY: Bank Debt Trades at 4% Off
--------------------------------------
Participations in a syndicated loan under which MEG Energy Corp is
a borrower traded in the secondary market at 96.63 cents-on-the-
dollar during the week ended Friday, March 6, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 0.38
percentage points from the previous week, The Journal relates. MEG
Energy Corp pays 275 basis points above LIBOR to borrow under the
facility. The bank loan matures on March 16, 2020, and carries
Moody's Ba1 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.
MERIT LIFE: A.M. Best Affirms 'B' Financial Strength Rating
-----------------------------------------------------------
A.M. Best Co. has commented that the financial strength rating of B
(Fair) and the issuer credit ratings of "bb+" of Merit Life
Insurance Co. (Merit Life) and Yosemite Insurance Company
(Yosemite), both wholly-owned subsidiaries of Springleaf Holdings,
Inc. (Springleaf) [NYSE: LEAF], remain unchanged following the
recent announcement that Springleaf has entered into a definitive
agreement to acquire OneMain Financial Holdings, Inc. (OneMain)
from CitiFinancial Credit Company, a wholly-owned subsidiary of
Citigroup Inc. [NYSE: C], for total consideration of $4.25 billion
in cash. Merit Life and Yosemite are based in Evansville, IN. The
outlook for all ratings is stable.
The ratings of Merit Life and Yosemite reflect the drag of its
immediate parent, Springleaf Finance Corporation (SFC), a below
investment grade consumer finance company whose operating
flexibility and business profile had been challenged by the credit
crisis and subsequent difficult macroeconomic environment. A.M.
Best notes that SFC has made progress in recent periods in repaying
near-term debt and extending its liquidity runway as well as
improving operating performance.
Both Merit Life and Yosemite will be closely monitored by A.M. Best
for any adverse impact from SFC's financial condition, notably its
ability to meet upcoming debt maturities as financial leverage is
expected to rise due to the OneMain acquisition.
Merit Life is a life and health insurance company specializing in
writing credit life and credit disability insurance. Yosemite is a
property and casualty insurance company that principally writes or
reinsures credit involuntary unemployment insurance and
lender-placed insurance.
MICROVISION INC: Licenses PicoP to Fortune Global 100 Partner
-------------------------------------------------------------
MicroVision, Inc., has signed a multi-year license agreement with
its Fortune Global 100 partner for MicroVision PicoP display
technology. The license agreement marks an important milestone in
the ongoing relationship between the two companies that began in
April 2013.
The license agreement grants the Fortune Global 100 company a
non-exclusive license to MicroVision PicoP display technology for
use in display modules it manufactures and sells. As part of the
agreement, MicroVision expects to receive an $8 million up-front
license fee later this month. In addition to the initial up-front
license fee, MicroVision will also receive royalties for display
modules sold by the Fortune Global 100 company. Further terms of
the license agreement are confidential for competitive reasons.
"This is a significant step forward for MicroVision and PicoP
display technology. By licensing our technology to a leading
global consumer electronics brand we have the potential to
significantly expand the reach of our PicoP display technology on a
scale commensurate with a company known for technology innovation
and its global reach,' said Alexander Tokman, president and CEO of
MicroVision. "This milestone is a credit to the hard work of both
teams, and we look forward to making this endeavor successful and
enduring for both companies."
The completion of the license agreement is a very significant step
in this business relationship. The two companies began joint
development on a display module incorporating PicoP display
technology in April 2013. The development phase was completed in
2014, and the Fortune Global 100 company contracted with
MicroVision for commercialization support services which are
ongoing. The license agreement represents a milestone achievement
in MicroVision's execution of its ingredient brand licensing
business model. The Fortune Global 100 company will also purchase
proprietary components from MicroVision for incorporation in its
display modules pursuant to the license agreement.
About Microvision Inc.
Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.
MicroVision reported a net loss of $13.2 million in 2013, as
compared with a net loss of $22.7 million in 2012.
As of Sept. 30, 2014, the Company had $14.4 million in total
assets, $4.64 million in total liabilities, and $9.70 million in
total stockholders' equity.
Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
MISSION NEWENERGY: Notice of Initial Substantial Holders
--------------------------------------------------------
Mission NewEnergy Limited disclosed with the Securities and
Exchange Commission that pursuant to announcements made on Feb. 19,
2015, and Feb. 25, 2015, in respect of issue of ordinary shares in
lieu of cash retention amount payable, the following shareholders
report initial substantial holdings of the Company:
Name Number of Ordinary Shares
---- -------------------------
Nathan Mahalingam 5,612,956
James Garton 5,112,051
G Burnett 5,112,001
About Mission NewEnergy
Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.
The Company is not operating its biodiesel refining segment. The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.
The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets. The Company intends to cease all Indian
operations.
Mission NewEnergy reported a net loss of $1.09 million on $9.68
million of total revenue for the year ended June 30, 2014,
compared to net income of $10.05 million on $8.41 million of total
revenue during the prior year.
The Company's balance sheet at June 30, 2014, showed $4.04 million
in total assets, $15.4 million in total liabilities and a $11.4
million total deficiency.
BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013. The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million. These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.
MOUNTAIN PROVINCE: Tuzo Deep Program Diamond Recovery Results
-------------------------------------------------------------
Mountain Province Diamonds Inc. announced the diamond recovery
results from the 2014 Tuzo Deep drill program.
In July 2013 Mountain Province released an updated independent
National Instrument 43-101 resource statement for the Gahcho Kue
project incorporating the results of the 2012 Tuzo Deep drill
program. The Tuzo resource from a depth of 300 meters to 360
meters was upgraded from an inferred resource to an indicated
resource, extending the indicated resource from surface to a depth
of 360 meters. In addition, an inferred resource was declared for
Tuzo Deep from a depth of 360 meters to 564 meters below surface.
The 2014 Tuzo Deep drill program successfully confirmed the
continuity of the Tuzo kimberlite to a depth of more than 740
meters below surface. Despite challenging drilling conditions,
five holes were drilled resulting in the recovery of 434 kilograms
of kimberlite, which was processed by caustic fusion at the
Geoanalytical Laboratories Diamond Services of the Saskatchewan
Research Council, which is accredited to the ISO/IEC 17025 standard
by the Standards Council of Canada as a testing laboratory for
diamond analysis.
The Gahcho Kue joint venture will assess the results of the 2014
Tuzo Deep drill program to determine possible next steps to upgrade
the Tuzo Deep resource further to depth. While construction of the
Gahcho Kue mine is underway no further deep drilling will take
place at Tuzo.
A full-text copy of the press release is available for free at:
http://is.gd/xQS5UT
About Mountain Province Diamonds
Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada. The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.
Mountain Province reported a net loss of C$26.6 million in 2013,
a net loss of C$3.33 million in 2012 and a net loss of C$11.5
million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed C$200.8
million in total assets, C$41.4 million in total liabilities and
C$159 million in total shareholders' equity.
Going Concern
"The Company currently has no source of revenues. In the years
ended December 31, 2013, 2012 and 2011, the Company incurred
losses, had negative cash flows from operating activities, and
will be required to obtain additional sources of financing to
complete its business plans going into the future. Although the
Company had working capital of $35,133,368 at December 31, 2013,
including $35,687,694 of cash and short-term investments, the
Company has insufficient capital to finance its operations and the
Company's share of development costs of the Gahcho Kue Project
(Note 8) over the next 12 months. The Company is currently
investigating various sources of additional funding to increase
the cash balances required for ongoing operations over the
foreseeable future. These additional sources include, but are not
limited to, share offerings, private placements, rights offerings,
credit and debt facilities, as well as the exercise of outstanding
options. However, there is no certainty that the Company will be
able to obtain financing from any of those sources. These
conditions indicate the existence of a material uncertainty that
results in substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the 2013 Annual
Report.
MOVIBITY HOLDINGS: Has $4 Million Securities Purchase Agreement
---------------------------------------------------------------
Mobivity Holdings Corp. entered into a securities purchase
agreement and a registration rights agreement with certain
accredited investors in connection with a proposed private
placement of up to 4,000,000 units of the Company's securities at a
price of $1.00 per unit for the gross proceeds of up to $4,000,000.
As of March 6, 2015, the Company has sold 3,905,000 units for the
gross proceeds of $3,905,000.
The Company expects to conduct additional closings for up to $4
million within the next several days of March 6, 2015, however the
Company has reserved the right to sell in excess of 4,000,000
units.
Each unit consists of one share of the Company's common stock and a
common stock purchase warrant to purchase one-quarter share of the
Company's common stock, over a five year period, at an exercise
price of $1.20 per share.
Emerging Growth Equities, Ltd. acted as placement agent for the
private placement and received $229,250 in commissions from the
Company. In addition, for its services as placement agent, the
Company issued to EGE warrants to purchase an aggregate of 229,250
units, exercisable for a period of five years from the closing
date, at an exercise price of $1.00 per unit.
About Mobivity Holdings
Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008. On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger. Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company. In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.
Mobivity Holdings reported a net loss of $16.8 million in 2013,
a net loss of $7.33 million in 2012 and a net loss of $16.3
million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $11.4
million in total assets, $3.35 million in total liabilities and
$8.07 million in total stockholders' equity.
MURRAY ENERGY: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Murray Energy is a
borrower traded in the secondary market at 95.78 cents-
on-the-dollar during the week ended Friday, March 6, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents an increase
of 1.78 percentage points from the previous week, The Journal
relates. Murray Energy pays 425 basis points above LIBOR to borrow
under the facility. The bank loan matures on Nov. 21, 2019, and
carries Moody's B1 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.
MUSCLEPHARM CORP: Signs Manufacturing Agreement with Capstone
-------------------------------------------------------------
MusclePharm Corporation has entered into a strategic manufacturing
agreement with an option to purchase Capstone Nutrition, one of the
largest pure-play developers and manufacturers in the nutrition
industry.
Under the terms of the agreement, MusclePharm will consolidate all
of its domestic powder, capsule and tablet manufacturing into
applicable Capstone facilities. In connection with the
consolidation, MusclePharm will receive warrants equal to 19.9
percent of Capstone, as well as the right to purchase the remaining
80.1 percent of Capstone during the next 18 months. In addition,
MusclePharm is contributing $2.5 million to the build out of
Capstone's manufacturing facilities to meet MusclePharm's
manufacturing requirements.
"With more than two decades of experience developing and
manufacturing high-quality products, Capstone is the ideal partner
for MusclePharm as we look to become a diversified leader in the
sports nutrition industry, with strength across innovation,
manufacturing and brand development," said Brad Pyatt, founder and
CEO of MusclePharm. "Additionally, the integration of certain
parts of our manufacturing with Capstone further optimizes our
supply chain by reducing freight and other expenses.
"We anticipate the combination of our two companies would bring
significant value to shareholders by more than doubling annual
revenues and substantially enhancing profitability," Pyatt said.
Upon exercise of the purchase option, the consolidated company is
expected to have annual revenues of approximately $450 million and
double digit EBITDA in 2015.
Coinciding with this agreement, MusclePharm is also launching a
contract manufacturing sales and business development team to
complement the team at Capstone. The goal of this initiative would
be to bring leading research, innovation and manufacturing
capabilities to the broader industry. In addition to ensuring the
seamless transition of MusclePharm products into Capstone's
facilities, the team will focus on further enhancing the breadth of
Capstone's current contract manufacturing capabilities.
"We devoted much of 2014 and this year so far to building out
infrastructure both domestically and internationally, accelerating
investments to achieve future revenue and gross margin goals," said
Richard Estalella, president of MusclePharm. "As MusclePharm
grows, we aim to work closely with Capstone to build out the
contract manufacturing business, along with increasing the
utilization of our liquids and gels manufacturing capability."
Capstone operates two state-of-the-art facilities, focused on
manufacturing capsules, tablets, powders and OTC products, along
with a world-class flavor lab.
"Together, our companies reflect the very best in science,
innovation, and high-quality manufacturing, and we welcome this
mutually beneficial opportunity to align with MusclePharm at this
exciting stage of growth for the company," said Greg Horn, CEO of
Capstone. "Our other customers will benefit from the increase in
capacity and buying power that this expansion brings to the
Capstone system."
Additional information is available at http://is.gd/R2qzrz
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm reported a net loss after taxes of $17.7 million in
2013, a net loss after taxes of $18.9 million in 2012, and a net
loss of $23.3 million in 2011.
Musclepharm's balance sheet at Sept. 30, 2014, showed $79.6
million in total assets, $41.5 million in total liabilities and
$38.08 million in total stockholders' equity.
NEUSTAR INC: S&P Lowers CCR to 'BB-', Still on CreditWatch Negative
-------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sterling, Va.-based Neustar Inc. to 'BB-' from 'BB'. The
rating remains on CreditWatch with negative implications.
At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'BB+' from 'BBB-'. The recovery
rating on this debt remains '1', which indicates S&P's expectation
for "very high" recovery (90% to 100%; high end of range) for
senior secured lenders in the event of payment default.
S&P also lowered the issue-level rating on Neustar's senior
unsecured debt to 'B+' from 'BB-'. The recovery rating on this
debt remains '5', which indicates S&P's expectation for "modest"
recovery (10% to 30%; low end of range) for debtholders in the
event of default.
"The downgrade reflects our view that the likelihood that Neustar
will retain the LNPA contract has diminished," said Standard &
Poor's credit analyst Christopher Thompson.
"We originally placed the ratings on CreditWatch on June 12, 2014
following the North American Numbering Council's recommendation to
the FCC that the contract be awarded to rival bidder Telcordia, a
unit of Sweden's telecommunications equipment supplier Ericsson.
Since that time, the FCC's internal Wireline Competition Bureau has
circulated a draft order to the full commission that, if adopted,
would terminate Neustar's current contract and initiate new
contract negotiations with Telcordia. Although the final outcome
is still pending an official ruling by the FCC, the latest draft
order by the bureau does not bode well for Neustar, whose current
contract expires in June 2015, and could have a material adverse
effect on the company since the contract accounts for about half of
its revenue, providing it with a stable and predictable revenue
stream," S&P noted.
While the contract is set to expire in June 2015, S&P believes that
any potential transition to Telcordia could take longer given the
scope of the conversion and the importance of ensuring that
consumers are able to keep their phone numbers when switching
carriers.
S&P is revising its business risk assessment on Neustar to "weak"
from "fair" given the increased likelihood that the company will
lose the contract. Similarly, S&P has revised its liquidity
assessment on the company to "adequate" from "strong" given the
heightened risk of a substantial impairment to cash flow
generation.
S&P believes that potential loss of the contract will result in
leverage rising to more than 3.5x from 1.4x due to substantially
lower EBITDA. Under such a scenario, financial policy would be a
key ratings factor, including Neustar's ongoing level of share
repurchases and longer-term refinancing risk.
S&P plans to resolve the CreditWatch once the ultimate vendor is
definitively selected and when S&P has greater clarity on the
company's financial policy and longer-term credit metrics.
NEWFIELD EXPLORATION: Fitch Affirms BB+ Rating on 2026 Unsec. Notes
-------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Newfield Exploration
Co.'s issuance of $500 million senior unsecured notes due 2026. The
company intends to use the net proceeds along with cash on hand or
borrowings under its revolving credit facility to redeem the $700
million 6.875% senior subordinated notes due 2020. The planned debt
repayment should result in the elimination of the final tranche of
outstanding senior subordinated notes.
Key Rating Drivers
Newfield's ratings reflect the company's liquids-focused production
profile and proved reserves base, strong reserve replacement
history, adequate liquidity and favorable hedging position, and
credit-conscious financial policy. These considerations are offset
by the company's heightened execution risk given the relatively
early development stage of and higher capital allocation towards
the SCOOP/STACK position (70% of planned capital expenditures).
Fitch recognizes, however, that results from the STACK have been
encouraging with strong growth potential from multiple,
oil-weighted stacked intervals with opportunities to improve
economics through production efficiencies.
The company reported net proved reserves of 645 million barrels of
oil equivalent (MMboe) and production of 135 thousand boe per day
(Mboepd), excluding about 6 Mboepd from discontinued operations in
Malaysia and natural gas produced and consumed in operations, for
the year-ended 2014. This results in a reserve life of over 13
years. The Fitch-calculated one-year organic reserve replacement
rate was 250% with an associated finding and development (F&D) cost
of $16.25 per boe.
Credit metrics strengthened year-over-year due to strong
operational performance and the application of Granite Wash
divestiture proceeds to the repayment of the $600 million 7.125%
senior subordinated notes. The Fitch-calculated debt/EBITDA,
debt/1p reserves, and debt/flowing barrel were approximately 2x,
$4.50/boe, and $21,100, respectively, for 2014. These metrics are
generally consistent with or better than similarly rated North
American E&P peers. Fitch's base case, assuming a West Texas
Intermediate (WTI) price of $50, forecasts pro forma debt/EBITDA of
over 1.6x in 2015.
Shifting From Growth To Returns In Weak Price Environment
Newfield, consistent with other North American independent E&P
peers, has shifted its focus from a robust three-year production
(10%-15% annually) and cash flow (about 20% per year) growth plan
to optimizing returns and capital efficiency by high-grading
drilling activity. The company has budgeted about $1.2 billion, a
roughly 40% year-over-year reduction, in capital spending savings
mainly attributable to a temporary suspension of drilling activity
in the company's Uinta and Eagle Ford acreage and reduction in rigs
operating in its Williston play (1 rig in 2015 from 4 rigs in
2014). Approximately 70% of the capital budget is allocated to the
SCOOP/STACK. Total production, adjusted for asset sales, is
expected to increase 18% year-over-year (146 mboepd). This
considers a relatively flat North American production profile and
the commencement of the Pearl development in China resulting in
year-over-year fourth-quarter production up 7%.
Financial Management Moderates Credit Risks
The company continues to take steps to improve its financial
profile through the downcycle via a recent equity offering, the
sale of non-core assets, and active debt management. Management
intends on balancing capital spending with cash flows in order to
preserve liquidity and maintain a strong balance sheet through the
downcycle. However, Newfield indicated that supportive pricing
signals could lead to an acceleration of drilling activity and it
continues to be opportunistic in its pursuit of 'bolt-on' acreage,
particularly for its Anadarko Basin position.
Fitch's base case, assuming a WTI price of $50, projects that
Newfield will exhibit a free cash flow (FCF) neutral profile in
2015. The Fitch base case results in pro forma debt/EBITDA of over
1.6x in 2015. Pro forma debt/1p reserves and debt per flowing
barrel metrics are forecast to improve to approximately $3.25/boe,
subject to any revisions, and $15,750, respectively. Fitch's base
case WTI price forecast assumption of $60 in 2016 and $75 long-term
suggests that Newfield may selectively increase drilling activity
in 2016. The Fitch base case considers that the company will
maintain capital spending within operating cash flows in 2016
resulting in a pro forma debt/EBITDA of nearly 1.8x.
Newfield maintains a rolling, multi-year hedging program, using a
combination of swaps and three-way collars, to manage cash flow
variability and support development funding. Fitch recognizes that
the company's three-way collar hedging strategy provides some
upside potential, but exposes cash flows to adjusted spot prices in
a weak pricing environment. As of Feb. 20, 2015, Newfield's oil
production was over 80% hedged for both 2015 and 2016.
Adequate Liquidity Position
Newfield has historically maintained a nominal cash balance. As of
Dec. 31, 2014, the company had $14 million in cash and cash
equivalents. The company's primary source of liquidity is the
recently upsized and extended $1.8 billion senior unsecured credit
facility due June 2020. The revolver has no outstanding borrowings
following the application of the majority of proceeds from
Newfield's $815 million (net) Feb. 26, 2015 equity offering.
The company has an extended maturities profile with its next senior
unsecured debt maturity in 2022. Financial covenants, as defined in
the credit facility agreement, consist of a maximum debt-to-book
capitalization ratio of 60% and an EBITDAX/interest expense ratio
of at least 3x. Other covenants across debt instruments restrict
the ability to incur additional liens, engage in sale/leaseback
transactions, and merge, consolidate, or sell assets, as well as
change in control provisions. The company is in compliance with all
of its covenants with ample cushion.
Manageable Other Liabilities
Newfield does not maintain a defined benefit pension plan. Asset
retirement obligations (AROs) increased to $186 million in 2014
from $122 million in 2013 principally due to the addition of AROs
related to the Pearl development in China ($28 million) and U.S.
onshore well growth ($30 million). Other contingent obligations
totaled $832 million on a multi-year, undiscounted basis comprising
firm transportation agreements ($389 million) and operating leases
and other service contracts ($443 million).
Additionally, the company entered into oil and gas delivery
commitments for a total of nearly 125 MMboe between 2015 and 2025.
The majority of these delivery commitments are associated with its
Tesoro and HollyFrontier refinery arrangements to accommodate the
company's waxy Uinta production. Management believes its reserves
and production will be sufficient to meet these commitments.
Further, Fitch understands that annual deficiency fees, assuming
current production relative to the maximum delivery commitment,
would be manageable at about $10 million per year for 2015-2016 and
approximately $40 million per year thereafter.
Key Assumptions
Fitch's key assumptions within the rating case for the issuer
include:
-- WTI oil price that trends up from $50/barrel in 2015 to
$60/barrel in 2016 and a long-term price of $75/barrel;
-- Henry Hub gas that trends up from $3/mcf in 2015 to $3.25/mcf
in 2016 and a long-term price of $4.50/mcf;
-- Production growth of less than 15% in 2015, generally
consistent with guidance, followed by modestly lower
production with an uptick in the production profile
thereafter;
-- Liquids mix increases to 63% in 2015 with the heightened
production growth in the Anadarko Basin and commencement of
operations in China with a continued focus on liquids
thereafter;
-- Capital spending is forecast to be $1.2 billion in 2015,
consistent with guidance, followed by a balanced capital
spending program until market prices are supportive of longer
term production growth and cash flow outspend;
-- Retention of the China operations.
Rating Sensitivities
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- Increased size, scale, and diversification of Newfield's
operations with some combination of the following metrics;
-- Mid-cycle debt/EBITDA below 2x on a sustained basis;
-- Debt/flowing barrel under $20,000 and/or debt/1p below
$5.50/boe on a sustained basis.
Fitch does not anticipate a positive rating action in the near term
given the current weak pricing environment. However, continued
operational execution and a clear path to core production and
reserve base growth, while maintaining financial flexibility, could
lead to a positive rating action over the medium-term.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Mid-cycle debt/EBITDA above 2.5x on a sustained basis;
-- Debt/flowing barrel of $25,000 - $30,000 and/or debt/1p above
$7/boe on a sustained basis;
-- A persistently weak oil & gas pricing environment without a
corresponding reduction to capex;
-- Acquisitions and/or shareholder-friendly actions inconsistent
with the expected cash flow and leverage profile.
Fitch does not expect a negative rating action in the near term
given the steps taken by management to pay down debt and balance
capital spending with cash flows. However, Fitch recognizes that a
large leveraging transaction and/or acceleration of drilling
activity without a supportive hedge position/market pricing outlook
could reduce financial flexibility and, potentially, pressure the
rating.
Fitch's ratings for Newfield are as follows:
Newfield Exploration Co.
-- Long-term Issuer Default Rating 'BB+';
-- Senior unsecured bank facility 'BB+';
-- Senior unsecured notes 'BB+';
-- Senior subordinated notes 'BB'.
The Rating Outlook is Stable.
NII HOLDINGS: Reaches Restructuring Agreement With Noteholders
--------------------------------------------------------------
NII Holdings, Inc., et al., have reached an agreement with the
holders of greater than 70% in amount of the senior notes issued by
each of NII Capital Corp. and NII International Telecom S.C.A., and
the official committee of unsecured creditors regarding the terms
of a revised plan of reorganization to be implemented in the NII
Debtors' Chapter 11 cases. The agreement is reflected in a Plan
Support Agreement that replaces the Plan Support Agreement entered
into on Nov. 24, 2014, which was terminated following the Company's
Jan. 26, 2015 agreement to sell its operations in Mexico to a
subsidiary of AT&T.
Under the terms of the Revised Plan Support Agreement, the Company
will implement a consensual reorganization of the NII Debtors
following the completion of the proposed sale of the Company's
operations in Mexico. As described in more detail in the Revised
Plan Support Agreement and related plan term sheet included in the
Company's Form 8-K to be filed with the Securities and Exchange
Commission, the reorganization plan will:
a. provide for the conversion of the Senior Notes into a
combination of cash representing a portion of the net
proceeds received from the sale of the Company's
operations in Mexico and equity interests in the
reorganized Company; and
b. implement a proposed settlement of certain estate claims
and claims related to the purported release of certain
guarantees of the Senior Notes issued by NII Capital that
were scheduled to mature in 2016 and 2019.
The creditors that are parties to the Revised Plan Support
Agreement have also agreed to provide $350 million in post-petition
financing to fund the Company until it completes the sale of its
operations in Mexico.
"Reaching this agreement is another significant step forward in our
reorganization process," said Steve Shindler, NII Holdings' chief
executive officer. "We are focused on strengthening our balance
sheet and improving our capital structure and liquidity in order to
allow us to emerge as a stronger, healthier company that is well
positioned for growth and profitability."
The Plan Support Agreement requires the NII Debtors to file a
revised plan of reorganization and disclosure statement that
include the terms reflected in the Revised Plan Support Agreement
and related term sheet and to solicit votes of creditors to approve
the reorganization plan. The holders of Senior Notes that are
parties to the Plan Support Agreement have agreed to vote in favor
of the revised plan of reorganization.
The Company's operations in Mexico, Brazil and Argentina are not
included in the pending bankruptcy proceedings and continue to
operate in the ordinary course outside of Chapter 11.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The Committee is represented by Kenneth H. Eckstein, Esq., and
Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP.
Capital Group, one of the Backstop Parties, is represented by
Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence
G. Wee, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP.
Aurelius, one of the Backstop Parties, is represented by Daniel H.
Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at
Akin Gump Strauss Hauer & Feld LLP.
* * *
A hearing was supposedly scheduled for Jan. 28, 2015 to consider
the adequacy of the disclosure statement explaining NII Holdings,
Inc., et al.'s joint plan of reorganization.
The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow
the Debtors to strengthen their balance sheet by converting $4.35
billion of prepetition notes into new stock and provide the Debtors
with $500 million of new capital. The Plan also permits the
Debtors to avoid the incurrence of significant litigation costs and
delays in connection with potential litigation claims and exit
bankruptcy protection expeditiously and with sufficient liquidity
to execute their business plan.
NII HOLDINGS: Unveils Terms of Revised Plan Support Agreement
-------------------------------------------------------------
NII Holdings, Inc., on behalf of itself and certain of its
wholly-owned subsidiaries that previously sought Chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of New York, on March 6 disclosed that the NII Debtors have reached
an agreement with the holders of greater than 70% in amount of the
senior notes issued by each of NII Capital Corp. and NII
International Telecom S.C.A., and the official committee of
unsecured creditors regarding the terms of a revised plan of
reorganization to be implemented in the NII Debtors' Chapter 11
cases. The agreement is reflected in a Plan Support Agreement that
replaces the Plan Support Agreement entered into on November 24,
2014, which was terminated following the Company's January 26, 2015
agreement to sell its operations in Mexico to a subsidiary of AT&T.
Under the terms of the Revised Plan Support Agreement, the Company
will implement a consensual reorganization of the NII Debtors
following the completion of the proposed sale of the Company's
operations in Mexico. As described in more detail in the Revised
Plan Support Agreement and related plan term sheet included in the
Company's Form 8-K to be filed with the Securities and Exchange
Commission, the reorganization plan will:
-- provide for the conversion of the Senior Notes into a
combination of cash representing a portion of the net proceeds
received from the sale of the Company's operations in Mexico and
equity interests in the reorganized Company; and
-- implement a proposed settlement of certain estate claims and
claims related to the purported release of certain guarantees of
the Senior Notes issued by NII Capital that were scheduled to
mature in 2016 and 2019.
The creditors that are parties to the Revised Plan Support
Agreement have also agreed to provide $350 million in post-petition
financing to fund the Company until it completes the sale of its
operations in Mexico.
"Reaching this agreement is another significant step forward in our
reorganization process," said Steve Shindler, NII Holdings' chief
executive officer. "We are focused on strengthening our balance
sheet and improving our capital structure and liquidity in order to
allow us to emerge as a stronger, healthier company that is well
positioned for growth and profitability."
The Plan Support Agreement requires the NII Debtors to file a
revised plan of reorganization and disclosure statement that
include the terms reflected in the Revised Plan Support Agreement
and related term sheet and to solicit votes of creditors to approve
the reorganization plan. The holders of Senior Notes that are
parties to the Plan Support Agreement have agreed to vote in favor
of the revised plan of reorganization.
The Company's operations in Mexico, Brazil and Argentina are not
included in the pending bankruptcy proceedings and continue to
operate in the ordinary course outside of Chapter 11.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims
and noticing agent. NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The Committee is represented by Kenneth H. Eckstein, Esq., and
Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP.
Capital Group, one of the Backstop Parties, is represented by
Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence
G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP.
Aurelius, one of the Backstop Parties, is represented by Daniel H.
Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP.
* * *
A hearing was supposedly scheduled for Jan. 28, 2015 to consider
the adequacy of the disclosure statement explaining NII Holdings,
Inc., et al.'s joint plan of reorganization.
The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow
the Debtors to strengthen their balance sheet by converting $4.35
billion of prepetition notes into new stock and provide the Debtors
with $500 million of new capital. The Plan also permits the
Debtors to avoid the incurrence of significant litigation costs and
delays in connection with potential litigation claims and exit
bankruptcy protection expeditiously and with sufficient liquidity
to execute their business plan.
NPS PHARMACEUTICALS: Deregisters Class A Common Stock
-----------------------------------------------------
NPS Pharmaceuticals, Inc., filed a Form 15 with the Securities and
Exchange Commission to terminate the registration of its Class A
Common Stock, par value $0.001 per share.
About NPS Pharmaceuticals
Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.
NPS Pharmaceuticals reported a net loss of $13.5 million in 2013,
a net loss of $18.7 million in 2012 and a net loss of $36.3
million in 2011. The Company posted consolidated net loss of
$31.4 million in 2010 and a net loss of $17.9 million in 2009.
The Company's balance sheet at Sept. 30, 2014, showed $282
million in total assets, $151 million in total liabilities and
$131 million in total stockholders' equity.
NY MILITARY ACADEMY: Section 341 Meeting Set for April 22
---------------------------------------------------------
A meeting of creditors of New York Military Academy will be held on
April 22, 2015, at 1:00 p.m. at Office of UST, 355 Main Street,
Poughkeepsie.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
New York Military Academy, a private coeducational boarding school,
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
15-35379) on March 3, 2015. David B. Fields signed the petition as
first vice-president. The Debtor reported total assets of $10.5
million and total debts of $10.9 million.
Lewis D. Wrobel, Esq., at Lewis D. Wrobel, represents the Debtor as
counsel.
OVERSEAS SHIPHOLDING: Ian Blackley to Replace John Rays in Board
----------------------------------------------------------------
TradeWinds reports that restructuring specialist John Ray has left
the board of Overseas Shipholding Group, Inc., after the Company
completed its financial resurrection. According to the report, he
will be replaced by the owner's new CEO, Ian Blackley.
TradeWinds relates that Mr. Ray, the managing director of advisory
company Greylock Partners, was the Company's chief restructuring
officer during its Chapter 11 bankruptcy proceedings, and,
according to the Company, also served as chairperson from August to
December 2014, and "provided significant transitional assistance
and support to the company during the period immediately after the
emergence."
About Overseas Shipholding
Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies in
the world, engaged primarily in the ocean transportation of
crude oil and petroleum products. OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.
Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
counsel; Arsht & Tunnell LLP, as local counsel; Chilmark Partners
LLC, as financial adviser; and Kurtzman Carson Consultants LLC, as
claims and notice agent. The official committee of unsecured
creditors tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper
Hamilton LLP, as co-counsel; FTI Consulting, Inc., as financial
advisor; and Houlihan Lokey Capital, Inc., as investment banker.
The official committee of equity security holders tapped Brown
Rudnick LLP and Fox Rothschild LLP as attorneys.
Creditor Export-Import Bank of China engaged Fulbright & Jaworski
LLP and Richards Layton & Finger PA as counsel, and Chilmark
Partners, LLC as financial and restructuring advisor. U.S. Bank
National Association, the successor administrative agent under the
$1.5 billion credit agreement, tapped Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP
as counsel; and Lazard Freres & Co. LLC as advisor.
Judge Walsh signed in July 2014 entered an order confirming the
First Amended Joint Plan of Reorganization of OSG. The Plan,
which became effective in August 2014, paid creditors in full. A
blacklined version of the Plan dated July 17, 2014, is available
at http://bankrupt.com/misc/OSGplan0716.pdf
* * *
The Troubled Company Reporter, on Aug. 14, 2014, reported that
Moody's Investors Service assigned 'Caa1' ratings to the unsecured
notes of OSG that are being reinstated pursuant to its plan of
reorganization which becomes effective. Moody's also affirmed the
'B2' Corporate Family Rating and all of the other debt ratings it
assigned to OSG on June 12, 2014 in anticipation of the conclusion
of the Chapter 11 reorganization. The rating outlook is stable.
The TCR, on Aug. 19, 2014, also reported that Standard & Poor's
Ratings Services assigned its 'B' corporate credit rating to OSG.
The outlook is stable.
OVERSEAS SHIPHOLDING: John Ray Steps Down From Board
----------------------------------------------------
Overseas Shipholding Group, Inc., on March 4 disclosed that Mr.
John Ray III has resigned from the Company's Board of Directors,
effective March 3, 2015.
Mr. Ray, the Managing Director of Greylock Partners, LLC, a
restructuring advisory firm, formerly served as OSG's Chief
Restructuring Officer during its Chapter 11 bankruptcy proceeding.
He also served as Chairman of the Board of Directors from August to
December 2014, and provided significant transitional assistance and
support to the Company during the period immediately after the
emergence.
Announcing Mr. Ray's resignation, Doug Wheat, Chairman of the Board
of OSG, said: "John Ray, together with his team at Greylock
Partners, worked tremendously hard to successfully guide OSG
through the bankruptcy process while simultaneously preparing the
Company for the next stage of its development. John's tireless
efforts on behalf of OSG have been truly appreciated, and on behalf
of the Company and the entire board, I would like to thank him for
his service and to wish him continued success as he moves on to his
next challenge."
The Company also disclosed that Captain Ian T. Blackley, OSG's
President and Chief Executive Officer, was appointed to the
Company's Board of Directors on March 3 to fill the vacancy created
by Mr. Ray's resignation. Captain Blackley has been the Company's
President and Chief Executive Officer since
January 2015. Since joining OSG in 1991, he has also held numerous
operational and financial positions, including serving most
recently as Executive Vice President and Chief Operating Officer,
and as Senior Vice President and Chief Financial Officer from April
2013 to December 2014.
About Overseas Shipholding
Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New
York, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of
crude oil and petroleum products. OSG owns or operates 111 vessels
that transport oil and petroleum products throughout the world.
Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion
in liabilities.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as counsel;
Arsht & Tunnell LLP, as local counsel; Chilmark Partners LLC, as
financial adviser; and Kurtzman Carson Consultants LLC, as claims
and notice agent. The official committee of unsecured creditors
tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP,
as co-counsel; FTI Consulting, Inc., as financial advisor; and
Houlihan Lokey Capital, Inc., as investment banker. The official
committee of equity security holders tapped Brown Rudnick LLP and
Fox Rothschild LLP as attorneys.
Creditor Export-Import Bank of China engaged Fulbright & Jaworski
LLP and Richards Layton & Finger PA as counsel, and Chilmark
Partners, LLC as financial and restructuring advisor. U.S. Bank
National Association, the successor administrative agent under the
$1.5 billion credit agreement, tapped Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP as
counsel; and Lazard Freres & Co. LLC as advisor.
Judge Walsh signed in July 2014 entered an order confirming the
First Amended Joint Plan of Reorganization of OSG. The Plan, which
became effective in August 2014, paid creditors in full. A
blacklined version of the Plan dated July 17, 2014, is available at
http://bankrupt.com/misc/OSGplan0716.pdf
* * *
The Troubled Company Reporter, on Aug. 14, 2014, reported that
Moody's Investors Service assigned 'Caa1' ratings to the unsecured
notes of OSG that are being reinstated pursuant to its plan of
reorganization which becomes effective. Moody's also affirmed the
'B2' Corporate Family Rating and all of the other debt ratings it
assigned to OSG on June 12, 2014 in anticipation of the conclusion
of the Chapter 11 reorganization. The rating outlook is stable.
The TCR, on Aug. 19, 2014, also reported that Standard & Poor's
Ratings Services assigned its 'B' corporate credit rating to OSG.
The outlook is stable.
PACIFIC DRILLING: Bank Debt Trades at 18% Off
---------------------------------------------
Participations in a syndicated loan under which Pacific Drilling
Ltd is a borrower traded in the secondary market at 82.20
cents-on-the-dollar during the week ended Friday, March 6, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents an increase
of 3.40 percentage points from the previous week, The Journal
relates. The Company pays 350 basis points above LIBOR to borrow
under the facility. The bank loan matures on May 15, 2018, and
carries Moody's B1 rating and Standard & Poor's B+ rating. The
loan is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended Friday
among the 212 loans with five or more bids. All loans listed are
B-term, or sold to institutional investors.
PRONERVE HOLDINGS: Can Pay $125,000 to Critical Vendors
-------------------------------------------------------
ProNerve Holdings, LLC, et al., sought and obtained authority from
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware to pay prepetition critical vendor claims in amounts
not to exceed $125,000.
The Debtors told the Court that there are approximately eight
critical vendors and these vendors are owed approximately $140,286.
The Debtors wish to pay the vendors up to $125,000, to be
allocated at the Debtors' discretion. The Debtors believe that
payment of these claims is necessary to maintain and maximize the
value of their operations.
About ProNerve Holdings
Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado. ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM")
services
to health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in
more
than 25 states.
ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for
a
credit bid of $35 million.
The cases are assigned to Judge Kevin J. Carey.
The Debtor tapped McDermott Will & Emery LLP as lead bankruptcy
counsel, Pepper Hamilton LLP as local Delaware counsel, and The
Garden City Group, Inc., as claims and noticing agent.
PRONERVE HOLDINGS: Hires Garden City as Claims & Noticing Agent
---------------------------------------------------------------
ProNerve Holdings, LLC, et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
The Garden City Group LLC as claims and noticing agent to, among
other things, (i) distribute required notices to
parties-in-interest, (ii) receive, maintain, docket and otherwise
administer the proofs of claim filed in the Chapter 11 cases, and
(iii) provide other administrative services -- as required by the
Debtors -- that would fall within the purview of services to be
provided by the Clerk's office.
Prior to the Petition Date, the Debtors provided the claims and
noticing agent a retainer in the amount of $15,000.
The firm assured the Court that it is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
About ProNerve Holdings
Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado. ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring services to
health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.
ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for
a
credit bid of $35 million. The cases are assigned to Judge Kevin
J. Carey. The Debtors estimated assets and liabilities of $10
milllion to $50 million.
The Debtor has tapped Pepper Hamilton LLP as Delaware counsel,
McDermott Will & Emery LLP as general bankruptcy counsel and
The Garden City Group, Inc., as claims and noticing agent.
PRONERVE HOLDINGS: Taps George Pillari of A&M as CRO
----------------------------------------------------
ProNerve Holdings, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Alvarez &
Marsal Healthcare Industry Group, LLC, to provide George D. Pillari
as their chief executive officer/chief restructuring officer and
additional personnel necessary to assist the CRO.
The Debtors also seek permission to hire Ronald Winters as Vice
Chief Restructuring Officer, Joshua Zazulia as Chief Financial
Officer and Brian Frank, Elizabeth Pomerantz, Michael Hamilton, and
Joanne Cameron as Assistant Vice Presidents of Finance and
Additional Personnel.
Among other things, the Engagement Personnel will support the
Debtors with respect to:
(a) assisting the Debtors' finance personnel in a financial
review of the Debtors' business, including but not limited to a
review and assessment of financial information that has been, and
that will be, provided by the Debtors to their creditors, including
without limitation the Debtors' short and long-term projected cash
flows and business plans;
(b) assisting in the management and analysis required for the
Debtors' debtor-in-possession financing facility;
(c) assisting in the identification and execution of cost
reduction and operational improvement opportunities;
(d) assisting in the discussions with and providing information
to potential purchasers, secured lenders, official committees, the
Office of the United States Trustee for the District of Delaware,
as deemed necessary and appropriate by the Debtors;
(e) assisting the overall financial reporting division in
managing the administrative requirements of the Bankruptcy Code,
including postpetition reporting requirements and claim
reconciliation efforts;
(f) assisting the Debtors and their other advisors in developing
restructuring plans or strategic alternatives for maximizing the
enterprise value of their business;
(g) serving as the principal contact with the Debtors' key
constituents/creditors with respect to financial and operational
matters;
(h) preparing schedules and statements of financial affairs and
assisting in the claims management process; and
(i) performing other services in connection with the
restructuring process as reasonably requested or directed by
ProNerve's Board of Directors.
The customary hourly rates, subject to periodic adjustments, that
will be charged by A&M are in the following ranges:
Managing Director $650-$850
Director $450-$650
Associate $250-$450
A&M will bill the Debtors for reasonable expenses that are likely
to be incurred in connection with the engagement, including, but
not limited to, all documented and reasonable costs of
reproduction, market research, communications, travel, the
reasonable and documented fees and expenses of legal counsel, any
applicable sales or excise taxes, and other expenses specifically
related to the engagement.
Within the one-year period preceding the Petition Date, A&M
received payments from the Debtors on account of professional fees
and expenses totaling approximately $1,451,422 in the aggregate.
In addition, A&M's affiliate, Alvarez & Marsal Transaction Advisory
Group, LLC, was engaged by the Debtors' private equity sponsor to
provide consulting services to the Sponsor in connection with its
interests in the Debtors. Since 2012, the Debtors agreed with the
Sponsor to pay certain of A&M TAG's invoices. In the one year
period leading up to the Petition Date, the Debtors have paid one
invoice (in April 2014), which amounted to approximately $132,667.
Mr. Pillari assures the Court that A&M: (i) has no connection with
the Debtors, their creditors, other parties-in-interest, or any of
their attorneys or accountants, or the United States Trustee or any
person employed in the Office of the United States Trustee; and
(ii) does not hold any interest adverse to the Debtors' estates.
The Debtors are seeking to employ A&M pursuant to Section 363(b).
Although the Debtors submit that the employment of A&M is not
governed by Section 327 of the Bankruptcy Code, Mr. Pillari further
assures the Court that A&M is a "disinterested person," as that
term is defined by Section 101(14).
Mr. Pillari may be reached at:
George D. Pillari
100 Pine Street, Suite 900
San Francisco, CA 94111
E-mail: gpillari@alvarezandmarsal.com
Mr. Winters may be reached at:
Ronald M. Winters
600 Madison Avenue, 8th Floor
New York, NY 10022
E-mail: rwinters@alvarezandmarsal.com
About ProNerve Holdings
Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado. ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring services to
health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.
ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC, for
a credit bid of $35 million. The cases are assigned to Judge Kevin
J. Carey. The Debtors estimated assets and liabilities of $10
milllion to $50 million.
The Debtor has tapped Pepper Hamilton LLP as Delaware counsel,
McDermott Will & Emery LLP as general bankruptcy counsel and The
Garden City Group, Inc., as claims and noticing agent.
PRONERVE HOLDINGS: Taps Pepper Hamilton as Local Delaware Counsel
-----------------------------------------------------------------
ProNerve Holdings, LLC, et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Pepper
Hamilton LLP as local Delaware counsel.
The professional services that Pepper Hamilton will render to the
Debtors include, but will not be limited to, the following:
(a) assisting McDermott Will & Emery LLP in representing the
Debtors;
(b) advising the Debtors with respect to their rights, powers
and duties as debtors and debtors-in-possession in the continued
management and operation of their business and properties;
(c) attending meetings and negotiating with representatives of
creditors and other parties-in-interest;
(d) advising and consulting the Debtors regarding the conduct of
these cases, including all of the legal and administrative
requirements of operating in Chapter 11;
(e) advising the Debtors on matters relating to the evaluation
of the assumption, rejection or assignment of unexpired leases and
executory contracts;
(f) taking all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on their
behalf, the defense of any actions commenced against the estates,
negotiations concerning all litigation in which the Debtors may be
involved and objections to claims filed against the estates;
(g) assisting in prosecuting a plan of reorganization or
liquidation and accompanying disclosure statement and all related
agreements and/or documents and taking any necessary action on
behalf of the Debtors to obtain confirmation of such a plan;
(h) appearing before the Court, any appellate courts, and the
Office of the United States Trustee for the District of Delaware,
and protecting the interests of the Debtors' estates before those
courts and the Office of the United States Trustee; and
(i) performing all other necessary legal services and providing
all other necessary legal advice to the Debtors in connection with
the Chapter 11 cases to bring the Debtors' Chapter 11 cases to a
conclusion.
The Pepper Hamilton attorneys and paraprofessionals who will take
lead roles in representing the Debtors will be paid according to
the following hourly rates:
Donald J. Detweiler, Esq. Partner $680
John H. Schanne II, Esq. Associate $425
Christopher A. Lewis Paralegal $275
Pepper Hamilton's hourly rates, as of the Petition Date, range from
$510 to $790 for partners and counsel, $295 to $470 for associates,
and $210 to $275 for paraprofessionals.
Pepper Hamilton will also be reimbursed for any necessary
out-of-pocket expenses.
Donald J. Detweiler, Esq., a partner of Pepper Hamilton, LLP,
assures the Court that his firm, its partners, counsel and
associates are "disinterested persons" within the meaning of
Section 101(14), as modified by Section 1107(b) of the Bankruptcy
Code, and that Pepper Hamilton's representation of the Debtors is
permissible under Sections 327(a) and 328(a) and is in the best
interests of parties-in-interest.
Mr. Detweiler discloses that Pepper Hamilton was first retained by
the Debtors on February 7, 2015. During the 90 days prior to the
Petition Date, Pepper Hamilton did not receive any payments from
the Debtors in satisfaction of outstanding fees and expenses.
Prior to the Petition Date, Pepper Hamilton received retainers
totaling $45,453 for services to be rendered and expenses incurred
on behalf of the Debtors in connection with the commencement of
these cases, including the filing fees related to these cases.
Prior to the Petition Date, Pepper Hamilton applied the entire
$45,453 from its pre-filing retainer to its accrued prepetition
fees and expenses. Pepper Hamilton has written off the balance of
its prepetition fees and expenses incurred on behalf of the Debtors
in excess of that
$45,453 retainer, and is not holding any additional retainer.
About ProNerve Holdings
Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado. ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM")
services
to health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in
more
than 25 states.
ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC, for
a credit bid of $35 million.
The cases are assigned to Judge Kevin J. Carey.
The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.
PULSE ELECTRONICS: Files Schedule 13E-3 Transaction Statement
-------------------------------------------------------------
A Schedule 13E-3 has been filed with the Securities and Exchange
Commission by Pulse Electronics Corporation, OCM PE Holdings, L.P.
("Parent"), and OCM PE Merger Sub, Inc., a wholly-owned subsidiary
of Parent ("Merger Sub").
As of Feb. 28, 2015, Parent and other affiliates of investment
funds managed by Oaktree Capital Management, L.P. owned
approximately 68.7% of the outstanding shares of common stock, par
value $0.125 per share, of Pulse.
This Statement relates to a proposed going private transaction that
will be effected in accordance with the provisions of an Investment
Agreement and Agreement and Plan of Merger, dated
Feb. 28, 2015, by and among Pulse, Parent and Merger Sub. The
Merger Agreement provides for the following transactions:
(a) the extension of a loan by Parent or its affiliates to the
Company (or one or more of its subsidiaries) in the amount
of $8.5 million within 30 days of the date of the Merger
Agreement, subject to the execution of mutually acceptable
definitive loan, guarantee or collateral documentation and
the satisfaction of certain other specified conditions
precedent;
(b) at the closing, the contribution by Parent of $17 million
in cash less the principal amount of the Loan, if any, to
the Company, and the conversion of any such Loan, in
exchange for such number of shares of Common Stock as shall
be determined by dividing the aggregate investment amount
of $17 million (together with accrued interest, dividends
or other amounts accrued thereon) by $1.50, with the result
that Parent and affiliates of investment funds managed by
Oaktree will own in excess of 80% of the outstanding shares
of Common Stock; and
(c) following the consummation of the Investment, the short-
form merger of Merger Sub with and into Pulse with Pulse
continuing as the surviving corporation.
Upon the consummation of the Merger, each share of Common Stock
that is issued and outstanding immediately prior to the effective
time of the Merger (other than shares held by Parent, Merger Sub or
their affiliates and shares as to which the holder has properly
asserted statutory dissenters rights under the PBCL) will be
cancelled and converted into the right to receive cash in an amount
equal to $1.50 per share, without interest. Following the Merger,
the separate corporate existence of Merger Sub will cease, and
Pulse will continue its corporate existence under Pennsylvania law
as the surviving corporation and as a direct wholly-owned
subsidiary of Parent. Pulse will terminate its reporting
obligations to the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, and the Common Stock
will no longer be publicly traded on the over-the-counter markets.
Following the Investment and immediately prior to the Merger,
Parent will own in excess of 80% of the outstanding Common Stock.
Under the PBCL, because Parent will own at least 80% of the
outstanding Common Stock, the Merger will be effected without any
action required by the shareholders of Pulse. Holders of Common
Stock will not be entitled to vote their shares with respect to the
Merger, but will be entitled to certain dissenters rights under the
PBCL.
The Transaction has been approved by Pulse's board of directors,
based on a unanimous recommendation from a special committee
consisting solely of independent and disinterested directors.
A full-text copy of the regulatory filing is available at:
http://is.gd/3y0l7u
About Pulse Electronics
San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.
As reported by the TCR on July 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm. Grant Thornton LLP was hired as replacement.
Pulse Electronics reported a net loss of $27.02 million on
$356 million of net sales for the year ended Dec. 27, 2013, as
compared with a net loss of $32.09 million on $373 million of net
sales for the year ended Dec. 28, 2012.
The Company's balance sheet at Sept. 26, 2014, showed $179 million
in total assets, $250 million in total liabilities, and a
$71.5 million shareholders' deficit.
RADIOSHACK CORP: Court Okays Retention Bonus Plan
-------------------------------------------------
Lance Murray, writing for Dallas Business Journal, reports that
U.S. Bankruptcy Judge Brendan Shannon has approved RadioShack
Corp.'s revised $1.5 million retention bonus plan for its eight top
executives.
As reported by the Troubled Company Reporter on March 5, 2015,
Lance Murray at Dallas Business Journal reported that a trustee in
the Chapter 11 bankruptcy case of the Company objected to the
retention bonus plan, saying that the plan would simply reward the
executives for staying put and that they would not have to improve
the Company to be paid.
According to Reuters, Judge Shannon said he shared some of the
Chapter 11 Trustee's concerns but he was sure the executives would
be "up to their elbows" working on the sale of 2,000 of the
Company's stores.
About Radioshack Corporation
Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of 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 Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca,
chief executive officer. Judge Kevin J. Carey presides over the
case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the
Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 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.
The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.
RADIOSHACK CORP: Franchisees to Hire Richard Mikels as Counsel
--------------------------------------------------------------
Jon Chesto at The Boston Globe reports that Ira Brezinsky, who owns
RadioShack franchises in Greenfield and Brattleboro, Vermont,
organized an effort among the dealers to hire Richard Mikels, Esq.,
a member at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., to
represent their interests in the Company's Chapter 11 bankruptcy
proceeding.
Independent dealers have a better chance of keeping their
businesses going during and after the bankruptcy if they speak with
one voice, The Globe relates, citing Ms. Brezinsky, who will also
be among a group of independent dealers meeting in Kansas City to
discuss forming a buying consortium to ensure they continue getting
supplies of consumer electronics. The Globe recalls that the
Company told the dealers last month that it will no longer supply
inventory on credit.
Citing Mr. Mikels, The Globe states that the independent dealers
are most concerned with being able to continue to operate under the
RadioShack name and also still get consumer products from the
Company, and because they are small businesses without the time or
resources to follow the bankruptcy closely, it made sense for them
to act through a single representative.
Mr. Mikels can be reached at:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Tel: +1(617) 348-1691
E-mail: REMikels@mintz.com
Lauren Coleman-Lochner at Bloomberg News reports that the Company
will honor gift cards for 30 days after Feb. 5, 2015.
About Radioshack Corporation
Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of 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 Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca,
chief executive officer. Judge Kevin J. Carey presides over the
case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the
Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 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.
The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.
RENAISSANCE CHARTER: Fitch Affirms 'BB+' Rating on 2010A/B Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $66.5
million of Florida Development Finance Corporation revenue bonds,
series 2010 A & B issued on behalf of Renaissance Charter School,
Inc. (RCS).
The Rating Outlook is Stable.
Security
The bonds are jointly secured by lease payments made from the
unrestricted revenues of six Florida charter schools (the financed
schools); a cash-funded debt service reserve fund; a partial debt
service guarantee from Charter Schools USA (CSUSA) for one school
(Duval Charter School at Arlington); and mortgage liens (first
liens on four of the financed facilities and a leasehold interest
in a fifth).
Bondholders benefit from structural aspects of the transaction,
including subordination of operating expenses along with CSUSA's
management fees; and unrestricted revenues of the financed schools
flowing monthly from RCS to the trustee, with initial allocations
to debt service. Annual bond covenants include liquidity tests and
a 1.1x debt service coverage covenant (adjusted for subordinated
management fees).
Key Rating Drivers
Limited History; Improving Coverage: In fiscal 2014, excluding the
newest school, the remaining bond schools covered Fitch-calculated
transaction maximum annual debt service (TMADS) by about 1.1x.
Similar coverage was not achieved in either fiscal 2013 or 2012.
Fitch charter school criteria excludes from its debt service
coverage calculations schools with less than five years of audited
financials and no charter renewal history. The series 2010 pooled
transaction continues to have speculative-grade characteristics,
largely due to the limited operating histories of some of the
pledged schools, slim operating margins, weak balance sheet
liquidity, and a high debt burden.
Operating And Enrollment Stability: All but one of the financed
schools grew enrollment modestly or were close to capacity in fall
2014. One school (representing 12% of the pool's fall 2014
enrollment) remained well below original projections and was about
60% capacity. Consolidated operations for the group also benefitted
from a 6.5% increase in state per pupil education funding in fiscal
2014. Management reports a 2.7% increase in fiscal 2015, and
another increase expected in fiscal 2016.
Experienced Management: The financed schools benefit from the
management oversight and successful track record of CSUSA, which
serves as their education management organization (EMO). CSUSA's
various EMO contracts are not coterminous with final bond maturity
(2041). Fitch notes that the bond schools have virtually no
management capability absent CSUSA. Fitch anticipates regular
charter renewals given the schools' high reliance on CSUSA and its
role in starting up the schools.
Rating Sensitivities
Successful Maturation Of New Schools: If enrollment growth and
maturation continues, operating margins improve, and all the
financed schools receive timely charter renewals (two schools are
currently up for renewal in 2015), upward rating momentum is
possible over time.
Standard Sector Concerns: A limited financial cushion, substantial
reliance on enrollment-driven per-pupil funding, and charter
renewal risk are credit concerns common in all charter school
transactions which, if pressured, could negatively impact the
rating.
Credit Profile
The financed schools are (Renaissance Elementary Charter School
(charter through 2019); Renaissance Charter School of St. Lucie
(charter through 2019); Duval Charter School at Arlington (DCSA,
2015); North Broward Academy of Excellence (2026); North Broward
Academy of Excellence Middle School (2015); and the Keys Gate Dorm
Facility with students from Keys Gate K-8 Charter School (charter
through 2027). Both of the North Broward charter schools are
located on the same campus. All but one financed school has had at
least one charter renewal; DCSA's initial charter runs through June
30, 2015. Fitch communicated with three of the four local district
authorizers; they indicated that their respective charter schools,
at this time, were in good standing.
Stable Operations
The financed schools' fiscal 2015 initial budget assumed
consolidated enrollment of 4,566, and breakeven operations for each
entity. The February 2015 enrollment count stood at 4,357 students,
mainly due to enrollment declines at DCSA. Management has adjusted
the financed schools' expenses accordingly and consolidated
operations are projected to be balanced in fiscal 2015. As in
fiscal 2013 and 2014, DCSA remains well short of its original
enrollment target, and in fall 2014 the facility had a utilization
rate of about 60% . The other schools, however, are at or close to
their capacity/utilization levels, with enrollment build-out
progressing closer to plan.
Consolidated operating margin for the financed schools is typically
breakeven or modestly positive. The margin for fiscal 2014 was
essentially breakeven at $233,000. When adjusted for 100% of
CSUSA's subordinated management fee of about $3 million, the
adjusted margin increased to 9%. For fiscal 2015, CSUSA reports a
2.7% increase in per pupil aid, following a 6.5% increase in fiscal
2014 (well above the initially projected 2%). The schools' budgets
forecast breakeven operations in fiscal 2015, and Fitch views this
forecast as achievable.
Adequate Debt Service Coverage
Two of the financed schools (RCSL and DCSA) are relatively new.
RCSL was established in 2010 with an initial charter through June
2014, which has since been renewed through 2019. DCSA was
established in 2011 with an initial charter through June 2015. When
DCSA is excluded from Fitch's assessment of TMADS coverage, Fitch
calculates consolidated net income available for debt service equal
to about 1.1x of TMADS ($5.05 million).
For fiscal 2014, including all bond schools, net available income
covered TMADS by 1.3x, and generated a slightly positive 0.7%
operating margin. This compares to 1.3x coverage in fiscal 2013, a
year that also recorded a breakeven GAAP margin of 0.2%. Fiscal
2014 was the fifth consecutive year when consolidated net available
income of all financed schools met or exceeded 1x TMADS.
Limited Financial Cushion
RCS' consolidated available funds (defined as unrestricted cash and
investments) was $6.5 million as of June 30, 2014, equal to a slim
19.3% of consolidated operating expenses and 9.7% of outstanding
debt (approximately $66.5 million). This compares to available
funds of $6.2 million as of June 30, 2013, with similar liquidity
ratios. Fitch recognizes the nominal growth in available funds;
however, these liquidity metrics remain low and consistent with the
rating category. Fitch expects continued modest but gradual
improvement over time. CSUSA holds liquidity principally at the
school level, not with the manager/operator.
Contracts Remain Stable
Charters for the bond schools expire between 2015 and 2027. RCS and
CSUSA management report that they have never had a renewal
application rejected. Fitch expects regular charter renewals
through final maturity of the series 2010 bonds. CSUSA's management
contracts for the financed schools expire beginning in 2015, with
automatic five-year renewals thereafter.
Academic Performance
Academic performance is a key factor in both charter and management
contract renewals. For the 2013/2014 academic year, all financed
schools improved their academic grade or remained at 'A'. Five of
the financed schools received at least an 'A' or 'B' from the
Florida State Department of Education, which the state considers
high-performing. One school (DCSA) received a 'C', but that
improved from 'D' the prior year.
Management partly attributed the relatively lower DCSA academic
scores to a challenging student demographic served by the school, a
more transient community with a military base, as well as
management turn-over. CSUSA reports that management has stabilized
at the school, and it continues to address marketing, enrollment
and academic issues. Fitch will monitor CSUSA's ability to build
enrollment and maintain academic progress at DCSA, but expects no
significant challenges at this time based on CSUSA's experience.
Like other schools in Florida and many in the U.S., the financed
schools are preparing for new state tests, which management reports
are largely Common Core. The first new tests will be administered
in the spring of 2015, and add some uncertainty state-wide. Given
the financed schools' relative academic strength, Fitch does not
expect this to be a concern.
RENAISSANCE CHARTER: Fitch Affirms 'BB-' Rating on 2011A/B Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the Florida
Development Finance Corporation's (FDFC) approximately $88.3
million revenue bonds, series 2011A/B. The bonds are issued on
behalf of Renaissance Charter School, Inc. (RCS).
The Rating Outlook is Stable.
Security
The bonds are jointly secured by lease payments made from the
unrestricted revenues of seven Florida charter schools (the
financed schools); a cash-funded debt service reserve; and first
liens on three of the financed facilities and a leasehold interest
in the fourth.
Bondholders benefit from structural aspects of the transaction,
including the consolidated revenue pledge of the financed schools;
subordination of operating expenses along with Charter Schools
USA's (CSUSA) management fees; and unrestricted revenues of the
financed schools flowing monthly from RCS to the trustee, with
initial allocations to debt service. Annual bond covenants include
liquidity tests and a 1.1x debt service coverage covenant (adjusted
for subordinate management fees) commencing in fiscal 2014.
Key Rating Drivers
Limited Operating Histories: The financed schools are nearing
completion of their enrollment ramp-ups, with all school facilities
in fall 2014 at 94% or greater utilization. However, all but two
schools have been in operation for four or less years, and those
schools are still operating under their initial charters. As such,
the schools' financial and debt profiles remain speculative grade
under Fitch's charter school rating criteria.
Slim But Improving Financial Performance: The consolidated schools
generated a break-even GAAP operating margin in fiscal 2014,
compared to negative margins in 2013 and 2012. Also on a
consolidated basis, transaction maximum annual debt service (TMADS)
coverage in fiscal 2014 was positive 1.3x. However, per Fitch's
criteria, the schools generated less than 1x adjusted coverage of
TMADS when only schools with at least one charter renewal and a
five-year operating history are included.
Enrollment Growth On Track: Partially offsetting the financial
risks, enrollment in fall 2014 is stabilizing and approaching
facility utilization levels at each of the financed school. Fitch
views this enrollment growth, as well as the schools' solid
academic performance, positively.
Experienced Management: The financed schools benefit from the
management oversight and successful track record of CSUSA, which
serves as the education management organization (EMO). CSUSA's
various EMO contracts are not coterminous with final maturity of
the bonds. Fitch views this as a credit risk, since the financed
schools have virtually no management capability absent CSUSA. Fitch
anticipates regular renewals given the schools' high reliance on
CSUSA and its role in starting up the schools.
Rating Sensitivities
Successful Maturation of New Schools: If enrollment grows or
stabilizes in each school, operating performance and balance sheet
strength could improve sufficiently to support upward rating
momentum. However, rating movement is unlikely until the financed
schools have all received at least one charter renewal (three of
the new schools have charter terms through June 2016, and one
through June 2015).
Standard Sector Concerns: A limited financial cushion; substantial
reliance on enrollment-driven per pupil funding; and charter
renewal risk are credit concerns common in all charter school
transactions that, if pressured, could negatively impact the
rating.
Credit Profile
The financed schools are Hollywood Academy of Arts and Sciences
(current charter through June 30, 2029), Hollywood Academy of Arts
and Sciences Middle School (June 30, 2015), Duval Charter School at
Baymeadows (2016), Duval Charter High School at Baymeadows (2016),
Renaissance Charter School at Coral Springs (2016), and the
Homestead Facility with students from Keys Gate Charter School
(2027) and Keys Gate Charter High School (2015). The two Hollywood
schools are located on adjacent campuses, as are the two Duval
facilities.
Three of the financed schools (Hollywood Academy of Arts and
Sciences, Hollywood Academy of Arts and Sciences Middle School, and
Keys Gate Charter School) have operated between nine and 12
academic years and have received at least one charter renewal. The
remaining schools have only been open since either the 2010-2011 or
2011-2012 academic years, reflecting the limited operating history
of the series 2011 transaction.
Per Fitch's criteria, contact is also to be made with the schools'
charter authorizers. During this review cycle, two of the three
authorizing school districts communicated with Fitch. Based on this
and prior contact, Fitch considers the relationship between CSUSA
and the authorizing school districts to be positive.
Academic Performance
Fitch views the oversight provided by CSUSA favorably, and the
solid academic performance of the financed schools. For the
2013/2014 academic year, five of the financed schools received a
letter grade of either 'A' or 'B' from the Florida Department of
Education. One school, Keys Gate Charter High School, received a
'C', which is weaker than that received the prior year. Fitch
understands that the state considers a 'C' grade to be average.
Overall, Fitch considers the academic results as generally strong
and a partial offset to the limited track records and lack of
renewal history.
Like other schools in Florida and many in the U.S., the series 2011
financed schools are preparing for new state tests, which
management reports are largely based on Common Core curriculum. The
first new tests will be administered in the spring of 2015, and add
some uncertainty state-wide. Given the schools' relative academic
strength, Fitch does not expect this to be a concern.
Stabilizing Enrollment
Combined enrollment at the financed schools was 6,447 (as of
October 2014), up from 6,160 in 2013. The manager reports that all
financed schools were between 94%-99% of their facility
utilization, indicating that most grade build-out has been
completed, and that enrollment growth will be more modest going
forward.
Improved But Still Weak Financial Profile
All but three of the financed schools have been in operation for
four or less years, and four are still operating under their
initial charters. As such, per Fitch's criteria, debt service
coverage (TMADS, or maximum annual debt service excluding a final
bullet maturity) is calculated with only two of the schools. For
fiscal 2014 the criteria TMADS calculation was below 1x, and the
schools' financial and debt profiles remain speculative grade under
Fitch's charter school rating criteria.
On a consolidated basis in fiscal 2014, however, the combined
operating margin was a breakeven $416,000 or 0.9% - the first year
it was not negative. This calculation does not adjust for
subordinated management fees of about $4.8 million (up from $2
million the prior year) - that would have resulted in an adjusted
operating margin of over 10%. Fiscal 2014 results were supported in
part by enrollment growth and a 6.5% increase in state per-pupil
funding. Management projects that the current 2015 operating
results will again be balanced on a consolidated basis.
The GAAP-based performance is somewhat stronger than management's
original base case projection, which forecasted operating deficits
until fiscal 2016. Going forward, modest enrollment growth at the
newest schools, coupled with an improved state funding environment
should support the schools' operating performance on a combined
basis. For fiscal 2015, CSUSA reports a 2.7% per pupil (PP) funding
increase. Another increase is expected in fiscal 2016; related
budgets are conservative, and at this time assume no PP increase.
Weak Balance Sheet
Characteristic of the charter school sector, balance sheet
resources remain weak for the financed schools. Available funds,
defined as unrestricted cash and investments as of June 30, 2014
were $6.5 million, up from $4.8 million at fiscal-year-end 2013.
Available funds ratios in fiscal 2014 improved only modestly, and
remained weak at 14.6% of operating expenses ($44.3 million) and
7.4% of outstanding debt (approximately $88.3 million), consistent
with peer charter schools rated by Fitch. In the near term, Fitch
does not anticipate substantial improvement in balance sheet
ratios.
High Debt Leverage
Debt metrics for the series 2011 schools remained weak in 2014,
which is typical of relatively new schools in build-out mode. The
TMADS debt burden has been moderating as enrollment grows and
increases school expense budgets relative to debt service; however,
it remained high at 15.3% in fiscal 2014, compared to 21.3% in
fiscal 2013. Additionally, coverage of outstanding debt by net
income available for operations was 8.7x in fiscal 2014, an
improvement from 11.1x in fiscal 2013, but still a
speculative-grade characteristic.
RESIDENTIAL CAPITAL: Liquidating Trust Declares Cash Distribution
-----------------------------------------------------------------
The ResCap Liquidating Trust on March 6 disclosed that its Board of
Trustees has declared a cash distribution of $2.00 per unit to
holders of units of beneficial interest in the Trust, totaling $200
million (including the distribution made on account of units in the
Disputed Claims Reserve). The distribution will be paid on March
31, 2015 to unitholders of record as of the close of business on
March 16, 2015.
Of the $2.00 distribution per unit, approximately $0.34 will
consist of Trust income from litigation recoveries and similar
items that the Trust believes is U.S. source income subject to U.S.
federal withholding tax to the extent allocable to unitholders that
are not U.S persons (or in certain circumstances do not otherwise
establish their status as U.S. persons under applicable rules).
Because the Trust does not have the necessary information
concerning the identity and tax status of its unitholders, the
Trust will distribute the gross amount of the distribution to
brokers (through DTC) and anticipates that the required tax
withholding will be effected by U.S. brokers (or other nominees),
who should treat approximately $0.34 of the per unit distribution
as U.S. source income subject to federal withholding. As a result,
the Trust anticipates that unitholders subject to withholding will
receive a distribution net of the required withholding.
Unitholders should consult their tax advisors with respect to the
tax treatment of the distribution.
The Trust also announced its unaudited Consolidated Financial
Statements and Supplemental Schedules, as of and for the period
ended December 31, 2014, along with its year end Beneficiary Letter
have been posted to the Trust's website.
In addition, the 2014 Trust Beneficiary Information for U.S.
Federal and State Income Tax Purposes Letter and 2014 Trust
Beneficiary Tax Worksheet for U.S. Federal Income Tax Purposes for
Beneficiaries of Trust Units for the calendar year 2014 have been
posted to the Trust's Web site. The 2014 Trust Beneficiary Tax
Worksheets for State Specific Income Tax Purposes for Beneficiaries
of Trust Units for the calendar year 2014 will be posted at a later
date after all Trust state tax returns have been completed. The
Trust is targeting the posting of these worksheets on or before
July 15, 2015.
The Trust's website is rescapliquidatingtrust.com
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the
conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
RESTORGENEX CORP: 2015 Shareholders' Meeting Set for June 17
------------------------------------------------------------
The Board of Directors of RestorGenex Corporation set the date for
the 2015 annual meeting of stockholders for June 17, 2015,
according to a Form 8-K report filed with the Securities and
Exchange Commission.
Stockholder proposals intended to be presented in RestorGenex's
proxy materials relating to its 2015 annual meeting of stockholders
must be received by RestorGenex within a reasonable period of time
before RestorGenex begins to print and send its proxy materials,
which it anticipates will be on April 20, 2015. Stockholder
proposals intended to be presented in RestorGenex's proxy materials
relating to its 2015 annual meeting of stockholders also must
satisfy the requirements of the proxy rules promulgated by the
Securities and Exchange Commission. Any other stockholder
proposals to be presented at the 2015 annual meeting of
stockholders must be delivered in writing to RestorGenex's
Secretary at its principal executive offices on or before
April 18, 2015. The proposal must contain specific information
required by RestorGenex's Amended and Restated Bylaws.
In accordance with procedures set forth in RestorGenex's Amended
and Restated Bylaws, stockholders may propose nominees for election
to the Board of Directors only after providing timely written
notice to RestorGenex's Secretary. To be timely, a stockholder's
notice to the Secretary must be delivered in writing to
RestorGenex's Secretary at its principal executive offices on or
before April 18, 2015. The notice must contain specific
information required by RestorGenex's Amended and Restated Bylaws.
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. For the nine months ended
Sept. 30, 2014, the Company reported a net loss of $9.28 million.
The Company's balance sheet at Sept. 30, 2014, showed $50.5 million
in total assets, $7.74 million in total liabilities and $42.8
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 said, raise substantial doubt as to the
ability of RestorGenex Corporation to continue as a going concern.
RETROPHIN INC: Tim Coughlin Joins Board of Directors
----------------------------------------------------
Retrophin, Inc., announced the addition of Tim Coughlin, C.P.A., to
the Company's Board of Directors as a fifth independent director,
effective March 31, 2015.
"We are pleased to welcome Tim to the Board of Directors," said
Stephen Aselage, chief executive officer of Retrophin. "Tim's
financial oversight and expertise within the industry will provide
invaluable guidance to Retrophin as we continue moving into our
next phase of growth and generate significant value for our
shareholders."
Mr. Coughlin has served as chief financial officer of Neurocrine
Biosciences, a biopharmaceutical company focused on the discovery
and development of innovative, life-changing pharmaceuticals, since
2006. Mr. Coughlin has experience in corporate accounting,
finance, and operations management of companies ranging in size
from start-ups through Fortune 500. Prior to Neurocrine, he served
as vice president of financial services at CHI, a nationwide
integrated healthcare delivery system. From 1989 to 1999, Mr.
Coughlin served as a senior manager in the Health Sciences practice
of Ernst & Young, and its predecessors.
Mr. Coughlin currently serves on the Board of Directors of Fate
Therapeutics, a clinical-stage biopharmaceutical company engaged in
the discovery and development of pharmacologic modulators of adult
stem cells to treat severe, life-threatening diseases. Mr.
Coughlin holds a Bachelor's in Accounting from Temple University
and a Master's in International Business from San Diego State
University.
In accordance with the Company's non-employee director compensation
policy, upon his appointment as a director, Mr. Coughlin will be
entitled to receive a nonqualified stock option to purchase 40,000
shares of the Company's common stock at an exercise price equal to
the closing price of the Company's common stock on the date of
grant, and a restricted stock unit covering 20,000 shares of the
Company's common stock, each of which will vest and become
exercisable over a three year period following the date of grant.
Additionally, Mr. Coughlin will be entitled to receive a $45,000
annual retainer for his service as a director.
At each annual stockholder meeting following which Mr. Coughlin's
term as a director continues, Mr. Coughlin will be entitled to
receive a nonqualified stock option to purchase 20,000 shares of
the Company's common stock, and a restricted stock unit covering
10,000 shares of the Company's common stock, each which will vest
and become exercisable over a one year period following the date of
grant.
About Retrophin
Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases. The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.
Retrophin reported a net loss of $33.8 million in 2013 following a
net loss of $30.3 million in 2012.
The Company's balance sheet at Sept. 30, 2014, showed $146 million
in total assets, $156 million in total liabilities, and a
stockholders' deficit of $10.2 million.
"Management believes that the Company will continue to incur losses
for the immediate future. For the nine months ended
Sept. 30, 2014, the Company has generated revenue and is trying to
achieve positive cash flow from operations. The Company's future
depends on the costs, timing, and outcome of regulatory reviews of
its product candidates, ongoing research and development, the
funding of planned or potential acquisitions, other planned
operating activities, and the costs of commercialization
activities, including ongoing, product marketing, sales and
distribution. The Company expects to finance its cash needs from
results of operations and depending on the results of operations,
the Company may need additional private and public equity offerings
and debt financings, corporate collaboration and licensing
arrangements and grants from patient advocacy groups, foundations
and government agencies. Although management believes that the
Company has access to capital resources, there are no commitments
for financing in place at this time, nor can management provide any
assurance that such financing will be available on commercially
acceptable terms, if at all. These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
according to the quarterly report for the period ended Sept. 30,
2014.
REVEL AC: Court Postpones Ruling on Sale to Glenn Straub
--------------------------------------------------------
Erin O'Neill, writing for Nj.com, reports that Bankruptcy Judge
Gloria M. Burns has postponed ruling on a proposed $82 million sale
of Revel Casino Hotel, to Glenn Straub's company, Polo North
Country Club, saying more time was needed to see if a better offer
is available.
Nj.com quoted Judge Burns as saying, "I need to be convinced that
it is the best deal the debtors can get. I have a lot of questions
but the big question that I have is this in the best interest and I
can't tell that yet."
As reported by the Troubled Company Reporter on March 5, 2015, the
Associated Press reported that Los Angeles developer Izek Shomof
made an 11th-hour $80 million bid to buy the casino hotel.
According to Nj.com, Stuart Moskovitz, Esq., the attorney for Mr.
Straub, urged the judge to approve the sale, saying there was no
reward to postponing the decision and that there were several
risks, including a possibility that Wells Fargo may stop financing
the bankruptcy.
Thomas Kreller, Esq., the attorney for Wells Fargo, said that
entering the order does not stop the Company from considering other
bids on the property, and Wells Fargo wasn't obligated to continue
providing financing if the sale wasn't approved and "based upon my
guidance, I don't believe they will," Nj.com relates.
Judge Burns then suggested that she might convert the Company's
Chapter 11 reorganization case to one under Chapter 7 liquidation,
David Madden at CBS Philly.
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.
RIENZI & SONS: Section 341(a) Meeting Scheduled for April 6
-----------------------------------------------------------
There will be a meeting of creditors in the bankruptcy of Rienzi &
Sons, Inc., on April 6, 2015, at 9:30 a.m. at Room 2579, 271-C
Cadman Plaza East, in Brooklyn, New York.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Rienzi & Sons, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was
signed by Michael Rienzi as president. The Debtor estimated assets
and debts of $10 million to $50 million. Vincent J Roldan, Esq.,
and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler
P.C., serve as counsel to the Debtor. Judge Nancy Hershey Lord
presides over the case.
RKR ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
RKR Enterprises Inc. has filed for Chapter 11 bankruptcy
protection, estimating its assets at between $100,001 and $500,000
and liabilities at between $500,001 and $1 million -- owed to fewer
than 50 creditors.
The business is still operating and won't be closing down at this
point, Duane Shimogawa at Pacific Business News reports, citing
Ramon Ferrer, Esq., at the Law Office of Ramon J. Ferrer, the
attorney for the Debtor. The report quoted Mr. Ferrer as saying,
"It's a five-year plan [that] we are going to pay [our creditors]
back over five years. We're going to meet with a trustee and then
have a meeting with the creditors. We have to put together a
disclosure statement to get people paid back."
Maui, Hawaii-based RKR Enterprises Inc., dba Electrical Solutions,
is a solar energy company that helped install Ala Moana Center's
1.17-megawatt rooftop photovoltaic project, which is one of the
largest of its kind in Hawaii.
ROADMARK CORP: World Omni Requires Adequate Protection Payments
---------------------------------------------------------------
World Omni Financial Corp, secured creditor of Roadmark
Corporation, moves the Bankruptcy Court for an order directing
Roadmark to provide adequate protection payments per Section 361 of
the Bankruptcy Code.
World Omni explains that adequate protection payments will protect
its interest in the collateral by requiring the Debtor to
immediately resume ongoing monthly payments beginning in March
2015.
World Omni holds a security interest in four 2014 Toyota Tundra
pursuant to four separate North Carolina Simple Interest Vehicle
Retail Installment Contracts dated 1) June 24, 2014; 2) June 20,
2014; 3) July 10, 2014; and 4) July 10, 2014.
According to World Omni, the value of the vehicles continues to
depreciate while the Debtor continues to operate the vehicle
without timely payments to World Omni.
World Omni is represented by:
Kristin Decker Ogburn, Esq.
HORACK, TALLEY, PHARR AND LOWNDES
301 S. College Street, Suite 2600
Charlote, NC 28202-6038
Tel: (704) 377-2500
About Roadmark Corporation
Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.
Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.
The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.
The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel. The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.
The U.S. Trustee appointed eight creditors to serve in the official
committee of unsecured creditors.
ROADMARK CORPORATION: Wants Bid to Prohibit Cash Use Denied
-----------------------------------------------------------
Roadmark Corporation opposed the emergency motion of DSCH Capital
Partners, LLC, doing business as Far West Capital, for an order (a)
prohibiting use of non-estate property held in trust; and (b)
granting relief from the automatic stay.
Far West, in its motion, requested that the Court prohibit the
Debtor to use non-estate property, and grant relief from the
automatic stay.
Specifically, Far West requests that the Court:
1. suspend the interim order on cash collateral usage;
2. prohibit the Debtor from using, spending, disposing of or
dissipating any funds that may constitute proceeds of the
prepetition accounts wrongfully collected for proceeds and to
immediately account for such proceeds and to identify any such
proceeds that remain; and
3. confirm that the automatic stay does not prevent Far West
from enforcing its collection rights against account debtors who
paid the debtor over notice prior to the Petition Date, or
alternatively, granting Far West relief from stay.
As of the petition Date, Roadmark was indebted to Far West in the
amount of approximately $1.94 million pursuant to a certain loan
and security agreement dated July 7, 2014.
According to the Debtor, the motion must be denied, because
a. The relief requested by Far West requires an
adversary proceeding under Fed. R. Bankr. P. 7001;
b. even if Far West could pursue the relief requested by
contested motion, the loan agreement is in substance a secured
transaction, and did not create a trust relationship; and
c. Far West is adequately protected by, inter alia, a
significant equity cushion.
The Unsecured Creditor's Committee objected to the motion stating
that the Collateral is not subject to a trust, and was not
purchased. The Debtor is the sole owner of the collateral, and as
a result the collateral is property of the estate.
In the alternative, according to the Committee, should the Court
find that the equities would warrant the imposition of a
constructive trust, the Debtor-In-Possession's powers would defeat
a constructive trust beneficiaries claims, such that the estate
must have full control over the collateral free and clear of any
liens.
The Committee is represented by:
Justin W. Kay, Esq.
Charles M. Ivey, III
IVEY, McCLELLAN, GATTON & SIEGMUND, L.L.P.
P.O. Box 3324
Greensboro, NC 27402
Tel: (336) 274-4658
Fax: (336) 274-4540
DSCH Capital is represented by:
James M. Schober, Esq.
Teresa Ruiz Schober, Esq.
SCHOBER & SCHOBER, PC
400 W. 15th St., Suite 404
Austin, TX 78701
Tel: (512) 474-7678
Fax: (512) 498-1333
About Roadmark Corporation
Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.
Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.
The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.
The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel. The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.
The U.S. Trustee appointed eight creditors to serve in the official
committee of unsecured creditors.
ROADRUNNER ENTERPRISES: Agrees to Random Inspections for 4 Months
-----------------------------------------------------------------
Louis Llovio at Richmond Times-Dispatch reports that Roadrunner
Enterprises, Inc., which is charged with allowing permanent
residents to live in a temporary campground without a health
permit, has agreed to four months of random inspections to confirm
that all the residents have moved out and not returned. A hearing
on the matter is set for July 21, 2015, the report adds.
Times-Dispatch relates that Chesterfield General District Judge
Matthew D. Nelson postponed the trial of the Company's president,
Carl Adenauer, on a misdemeanor charge for four months after the
defendant agreed to allow the inspections of Roadrunner Campground
on Jefferson Davis Highway. The report says that the Virginia
Attorney General's Office, acting on behalf of the state Department
of Health, will drop the charge against Mr. Adenauer if inspectors
find the property free of long-term residents.
Mr. Adenauer's attorney told the court that all the residents have
moved out of the campground, Times-Dispatch states.
According to court documents, Mr. Adenauer claimed that actions by
the county and state "have adversely impacted (his) financial
position."
About Roadrunner Enterprises Inc.
Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.
Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition
was signed by Carl Adenauer, president. David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge
Kevin R. Huennekens presides over the case. The Debtor estimated
assets and liabilities of at least $10 million.
ROADRUNNER ENTERPRISES: March 10 Hearing on Cash Collateral Use
---------------------------------------------------------------
The U.S. Bankruptcy Court continued until March 10, 2015, at 2:00
p.m., the hearing to consider Roadrunner Enterprises, Inc.'s motion
to use cash collateral.
At the hearing, the Court will also consider the objections lodged
against the motion. Several creditors filed objections.
Towne Bank requested that the Court condition the Debtor's use of
cash collateral. The Debtor's indebtedness due to the Bank under a
series of loans -- which is $3,000,000, plus costs and fees -- is
secured by various parcels of real property located throughout
Virginia.
Creditor Presidential Bank, FSB, in its objection, said that the
cash collateral motion lacks sufficient detail to allow
Presidential Bank to determine its position as to the proposed use
of cash collateral and whether its security interest in the
Campground is adequately protected, therefore, Presidential Bank
does not consent to the proposed use of the cash collateral.
The Bank of Southside Virginia, holder of numerous claims secured
by security interests in various parcels of real property located
in Chesterfield County, Sussex County and the City of Hopewell,
Virginia, said that the replacement liens offer no adequate
protection to BSV beyond what the bankruptcy code otherwise
affords.
BSV objects to the Debtor's use of cash collateral without its
consent.
Bank of McKenney believes that the budget attached to the motion is
deficient. The Debtor's indebtedness due to the Bank under a
series of loans -- which is $1,546,000, plus costs and fees -- is
secured by various parcels of real property located throughout
Virginia's south side.
As reported in the Troubled Company Reporter on Feb. 17, 2015, the
Debtor is asking for authorization to use cash collateral securing
its prepetition indebtedness to pay general operating and
administrative expenses during the reorganization. Towne Bank
f/k/a Franklin Federal Savings Bank; Bank of McKenney; Bank of
Southside Virginia; EVB; Virginia Commonwealth Bank; and
Presidential Bank have interests in the collateral.
The Debtor proposes the following adequate protection:
(a) Towne Bank: The Debtor proposes to grant to Towne Bank a
replacement lien in postpetition cash collateral and assets to the
same extent and priority as Towne Bank had prepetition.
(b) Bank of McKenney: The Debtor proposes to grant to Bank of
McKenney a replacement lien in postpetition cash collateral and
assets to the same extent and priority as Bank of McKenney had
prepetition.
(c) Bank of Southside Virginia: The Debtor proposes to grant to
EVB a replacement lien in postpetition cash collateral and assets
to the same extent and priority as EVB had prepetition. The Debtor
says the Bank of Southside Virginia is over-secured. The Debtor
proposes no additional adequate protection to Bank of Southside
Virginia is warranted.
(d) EVB: The Debtor proposes to grant to EVB a replacement lien
in postpetition cash collateral and assets to the same extent and
priority as EVB had prepetition.
(e) Virginia Commonwealth Bank: The Debtor proposes to grant to
Virginia Commonwealth Bank a replacement lien in postpetition cash
collateral and assets to the same extent and priority as Virginia
Commonwealth Bank had prepetition.
(f) Presidential Bank: The Debtor proposes to grant to
Presidential Bank a replacement lien in postpetition cash
collateral and assets to the same extent and priority as
Presidential Bank had prepetition.
Bank of McKenney is represented by:
Robert H. Chappell, III, Esq.
Neil E. McCullagh, Esq.
James K. Donaldson, Esq.
SPOTTS FAIN PC
411 East Franklin Street, Suite 600
Richmond, VA 23219
Tel: (804) 697-2000
Fax: (804) 697-2100
Towne Bank is represented by:
Robert A. Canfield, Esq.
Hunter R. Wells, Esq.
Canfield, Baer & Heller, LLP
2201 Libbie Avenue, Suite 200
Richmond, VA 23230
Tel:(804) 673-6600
Fax: (804) 673-6604
Presidential Bank is represented by:
Jonathan E. Levine, Esq.
LEVINE, DANIELS & ALLNUTT, PLLC
5311 Lee Highway
Arlington, VA 22207
Tel: (703) 525-2668
Fax: (703) 525-8393
E-mail: jonathan.levine@levinedaniels.com
BSV is represented by:
Jonathan L. Hauser, Esq.
TROUTMAN SANDERS LLP
222 Central Park Avenue, Suite 2000
Virginia Beach, VA 23462
Tel: (757) 687-7768
Fax: (757) 687-1505
About Roadrunner Enterprises
Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.
Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. David K.
Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's
counsel. Judge Kevin R. Huennekens presides over the case. The
Debtor estimated assets and liabilities of at least $10 million.
ROSTRO INC: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Rostro, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ala. Case No. 15-00724) on Feb. 26, 2015.
The Company's doors will remain open during the reorganization,
Bryan Davis at Birmingham Business Journal reports, citing Bradley
Richard Hightower, Esq., at Christian & Small, LLP, the Company's
bankruptcy counsel. According to the report, Mr. Hightower said
there will not be a change in ownership or service hours at the
Company's Bogue's Restaurant as a result of the bankruptcy. The
report quoted Mr. Hightower as saying, "A prime motivation factor
for Bogue's filing its reorganization case was to be able to pay
its tax debts in an orderly manner."
Business Journal recalls that the Jefferson County filed a lawsuit
against Bogue's Restaurant last summer to reclaim $167,360 in back
sales taxes that includes taxes, penalties and interest dating back
to 2007.
Rostro, Inc., owns the Birmingham, Alabama diner Bogue's
Restaurant.
SABINE OIL: S&P Lowers CCR to 'B-', Still on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sabine Oil & Gas Corp. to 'B-' from 'B'
At the same time, S&P lowered the issue-level rating on the
company's senior secured notes to 'B+' from 'BB-', the
second-priority issue rating to 'CCC+' from 'B-', and the
issue-level rating on the senior unsecured notes to 'CCC' from
'CCC+'. The '1' recovery rating on the senior secured notes, '5'
recovery rating on the second-priority notes, and '6' recovery
rating on the senior unsecured notes are unchanged. A '1' recovery
rating indicates a very high (90% to 100%) expectation for recovery
in the event of a default. A '6' recovery rating indicates a
negligible (0% to 10%) expectation for recovery in the event of
default. A '5' recovery rating indicates a modest (10% to 30%)
expectation for recovery in the event of default, with the rating
on Sabine falling within the low end of the range.
S&P has placed all ratings on Sabine on CreditWatch with negative
implications.
"The downgrade and CreditWatch placement reflects our view of the
potential that Sabine will be required to repay certain of its
notes prior to maturity and that the company will not have adequate
funds available without external sources," said Standard & Poor's
credit analyst Ben Tsocanos.
In December 2014, Sabine Oil & Gas LLC merged with Forest Oil Corp.
and was renamed Sabine Oil & Gas Corp. The company maintains that
the structure of the transaction does not constitute a change of
control. A change of control would require Sabine to offer to repay
notes issued by Forest. Holders of certain Forest notes allege
that Sabine's failure to offer to repurchase the notes constitutes
an event of default. While determination of the merit of the
default allegation will likely take time, S&P views the possibility
that the company will be required to repay the notes before they
mature as a risk.
Sabine also disclosed that it has borrowed the full $1 billion
available amount of its credit facility. S&P expects that the
facility lenders are likely to reduce the borrowing base in April
below the level of loans outstanding because of lower commodity
prices, resulting in a required payment and reduced liquidity. S&P
also notes that the facility matures in April 2016 and that the
company may be challenged to extend the maturity in the context of
a default allegation.
The CreditWatch placement reflects the potential that S&P could
lower ratings if the borrowing base on Sabine's credit facility
decreases to the point that the company's liquidity is
significantly constrained. S&P could also lower ratings if it
expects the company to be required to repay notes issued by Forest
prior to maturity. S&P expects to resolve the CreditWatch
placement following the borrowing base redetermination in April and
when S&P will have a clearer view of company's near-term liquidity
as well as potentially more clarity on the timing of the dispute
with bondholders.
SAN JUAN RESORT: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: San Juan Resort Owners Inc.
1428 Paz Granela
URB Santiago Iglesias
San Juan, PR 00921
Case No.: 15-01627
Type of Business: Real Estate Owner
Chapter 11 Petition Date: March 5, 2015
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: William M Vidal, Esq.
WILLIAM VIDAL CARVAJAL LAW OFFICES
MCS Plaza
255 Ponce de Leon Ave Suite 801
San Juan, PR 00917
Tel: 787-764-6867 - 399-6415
Fax: 787-764-6496
Email: william.m.vidal@gmail.com
Total Assets: $12.73 million
Total Liabilities: $32.95 million
The petition was signed by Luis A. Carreras Perez, president.
List of Debtor's nine Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Boutique Hotels, Inc. Breach of Contract $12,000,000
112 Calle Reina Margarita
Guaynabo PR 00969-3275
Banco Popular de Puerto Rico Bank loan secured $15,322,292
PO Box 70354 by property
San Juan PR 00936 8354
Banco Popular de Puerto Rico Line of Credit $2,240,749
PO Box 70354
San Juan PR 00936 8354
Ramarod Inc. Breach of Contract $1,525,000
PO Box 8205
San Juan PR 00910
Compania de Turismo de Room taxes $929,627
Puerto Rico
PO Box 9023960
San Juan PR 00902-3960
Cadillac Uniforms & Linen Collection of money $209,340
Supply, Inc.
Compania de Turismo de Surcharges- room taxes $92,396
Puerto Rico
Gonzalo Gracia Management fees $75,000
Mansiones de Rio Grande, Inc. Loan due to affiliated $4,000
entity
SANUWAVE HEALTH: Incurs $5.9 Million Net Loss in 2014
-----------------------------------------------------
SANUWAVE Health, Inc., reported a net loss of $5.97 million on
$847,000 of revenues for the year ended Dec. 31, 2014, compared
with a net loss of $11.3 million on $800,000 of revenues in 2013.
As of Dec. 31, 2014, Sanuwave Health had $4.66 million in total
assets, $6.21 million in total liabilities, and a $1.55 million
stockholders' deficit.
"We enrolled up to the second independent review point of 130
patients in our Phase III supplemental clinical trial using
dermaPACE for treating diabetic foot ulcers, fortified our
intellectual property portfolio with the issuance of three key U.S.
patents, as well as continued some of the initiatives using our
patented PACE technology in other medical and non-medical areas in
collaboration with some leading research universities," stated
Kevin A. Richardson, II, Chairman of the board of SANUWAVE. "We
continue to pursue non-dilutive financing opportunities through
license and distribution arrangements for our patented CE Marked
technology and I look forward to updating shareholders in these
areas in the future."
A full-text copy of the press release is available for free at:
http://is.gd/AsA7XR
About SANUWAVE Health
Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.
SEADRILL LTD: Bank Debt Trades at 19% Off
-----------------------------------------
Participations in a syndicated loan under Seadrill Ltd is a
borrower traded in the secondary market at 81.50 cents-on-the-
dollar during the week ended Friday, March 6, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents an increase of 0.79
percentage points from the previous week, The Journal relates.
Seadrill Ltd pays 300 basis points above LIBOR to borrow under the
facility. The bank loan matures on Feb. 17, 2021. The bank debt
carries Moody's B2 and Standard & Poor's B rating. The loan is one
of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
SEQUENOM INC: Reports $18.3 Million Net Earnings for Q4
-------------------------------------------------------
Sequenom, Inc., reported net earnings of $18.3 million on $36.8
million of net diagnostic services revenue for the three months
ended Dec. 31, 2014, compared to a net loss of $18.9 million on
$32.7 million of net diagnostic services revenue for the same
period in 2013.
For the year ended Dec 31, 2014, Sequenom reported net earnings of
$1.01 million on $152 million of net diagnostic services revenue
compared to a net loss of $107.4 million on $120 million of net
diagnostic services revenue in 2013.
As of Dec. 31, 2014, the Company had $161 million in total assets,
$192 million in total liabilities, and a $31.2 million total
stockholders' deficit.
"2014 was a pivotal year for Sequenom. In addition to growing the
business and improving profitability, we completed multiple
strategic transactions including the divestiture of the Sequenom
Bioscience business unit, the buyout of the patent rights from Isis
Innovation, as well as the settlement and pooled patents agreements
with Illumina," said Bill Welch, chief executive officer of
Sequenom, Inc.
"Separately, I am pleased to announce that Daniel Grosu, M.D. has
joined Sequenom as Senior Vice President, and Chief Medical
Officer. Dr. Grosu has worked extensively with developing and
commercializing innovative diagnostic technologies in oncology,
reproductive medicine, and human genetics while he worked at
Siemens Medical Solutions, Bayer HealthCare Pharmaceuticals, and
Johnson & Johnson. Dr. Grosu most recently worked at Illumina as
Vice President, Clinical Development and Medical Affairs and was
lllumina's first Chief Medical Officer."
As of Dec. 31, 2014, total cash, cash equivalents, and marketable
securities were $93.9 million. This includes the $44 million in
cash received from Illumina during the fourth quarter.
A full-text copy of the press release is available for free at:
http://is.gd/usAV5G
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
SMITHFIELD FOODS: S&P Raises Corp. Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Smithfield, Va.-based Smithfield Foods Inc., including the
corporate credit rating to 'BB' from 'BB-'. The outlook is stable.
At the same time, S&P raised the rating on the company's senior
unsecured debt to 'BB' from 'BB-'. The recovery rating of '3'
indicates S&P's expectation for meaningful recovery (at the high
end of the 50% to 70% range) in the event of a payment default.
"The upgrade primarily reflects Smithfield's continued leverage
reduction and our belief that its improved operating performance
will continue in 2015 and 2016," said Standard & Poor's credit
analyst Chris Johnson. "The upgrade also incorporates the improved
credit profile of Smithfield's parent, WH Group, after it applied
about $2.5 billion in cash and equity proceeds from an initial
public offering in August 2014 to debt repayment."
The stable outlook reflects Standard & Poor's expectation that the
company will sustain its current run-rate EBITDA into 2015,
permitting it to build cash balances and improve adjusted debt to
EBITDA to near or below 2.5x and funds from operations to debt
above 20%.
SOUTHEAST MISSOURI HOSP: Fitch Cuts Rating on $93.9MM Bonds to B
----------------------------------------------------------------
Fitch Ratings has downgraded and placed on Rating Watch Negative
these bonds issued by Cape Girardeau County Industrial Development
Authority on behalf of Southeast Missouri Hospital Association
(d/b/a SoutheastHealth):
-- $93.9 million hospital revenue bonds, series 2007, to 'B'
from 'BBB-'.
SoutheastHealth also has $60 million (of which $32 million is
outstanding) in direct placement debt (series 2013) which Fitch
does not rate.
SECURITY
The bonds are secured by a pledge of the unrestricted receivables
of Southeast Missouri Hospital Association, with additional
security provided by a debt service reserve fund.
KEY RATING DRIVERS
DETERIORATING FINANCIAL PERFORMANCE: The downgrade to 'B' reflects
Fitch's concern over the unexpected further deterioration in
SoutheastHealth's operating performance through unaudited fiscal
2014 (Dec. 31 year end). Southeast Health had a negative $62.5
million operating income, which was below prior year results and
well below a budget of positive $14 million in operating income.
DEBT SERVICE COVERAGE VIOLATION: The 2014 unaudited fiscal results
portend a debt service coverage covenant violation for the second
consecutive year (pending audited financial results). This
triggers an event of default, which Fitch believes will require a
waiver from the bank under its bank loan documents.
RATING SENSITIVITIES
POSSIBLE DEBT ACCELERATION: Per the bank loan documents, the
violation of the debt service coverage covenant is an event of
default. In an event of default, the bank has the right to
accelerate the series 2013 bonds. If the bank accelerates the
series 2013 bonds, it would trigger a cross-default to the series
2007 bonds, and would result in further negative rating pressure.
Southeast Health is currently working to obtain a waiver from the
bank.
CREDIT PROFILE
Located in Cape Girardeau, MO (approximately 100 miles south of St.
Louis), SoutheastHealth includes an acute care hospital with 230
staffed beds, three regional acute care facilities with a total of
94 staffed beds, home health, hospice, a new cancer center, and
various other ambulatory sites and services across the Southeast
Missouri region. In 2014 (unaudited), SoutheastHealth reported
total revenues of $290.8 million.
DISCLOSURE
SoutheastHealth covenants to disclose annual audited financial
statements within 120 days after the end of the fiscal year and
quarterly financial and operating information within 90 days at the
end of each quarter. SoutheastHealth disseminates this information
including a balance sheet, income statement, cash flow statement
and utilization statistics through the Municipal Securities
Rulemaking Board EMMA website.
Fitch notes that SoutheastHealth has a history of delayed
disclosure, which was the case for the fiscal 2012 and fiscal 2013
audited results.
SPORT-HALEY HOLDINGS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Sport-Haley Holdings, Inc., has filed on March 5, 2015, voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
as part of its agreement with its secured lender. The filing, done
in cooperation with the Company's primary lender, will allow the
Denver, Colorado based Company to complete wind-down of its
Chromcraft Revington affiliate, reduce outstanding debt and
maximize value for all stakeholders. The petition does not include
or impact Sport-Haley Inc., an independently operated manufacturer
of women's specialty sportswear whose sole shareholder is
Sport-Haley Holdings Inc.
"After extensive discussions with Chromcraft's primary lender, we
have decided to take the necessary step to protect our ongoing
operations, as we continue with the winddown of our Chromcraft
Revington affiliate. The purpose of the filing is to gain
bankruptcy court protection while we restructure our balance sheet.
Throughout this process, we intend to continue business as usual,"
said Samuel Kidston, Chairman and CEO of Sport-Haley Holdings Inc.
Merchant Factors will provide a debtor-in-possession financing
facility to enable normal operation of the Company's ongoing
operations, including the normal course payments to employees.
About Sport-Haley Holdings
Organized in 2011, Sport-Haley Holdings, Inc., is a diversified
holding company focused on increasing shareholder value by
maximizing intrinsic value per share over the medium- and long-term
through the effective turnaround and management of its acquired
companies.
About Chromcraft Revington
Headquartered in Mississippi, Chromcraft RevingtonR designs,
manufactures and imports residential and commercial furniture
marketed primarily in the U.S. The Company wholesales its
residential furniture products under ChromcraftR, CochraneR,
Peters-RevingtonR, and CR Kids & BeyondR primary brands. It sells
commercial furniture under the ChromcraftR brands. Chromcraft
sources furniture from overseas suppliers, with domestic contract
specialty facilities, and operates a U.S. manufacturing facility
for its commercial furniture and motion based casual dining
furniture in Mississippi.
SRS DISTRIBUTION: S&P Affirms 'B' CCR on Revolver Debt Upsize
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on McKinney, Texas-based SRS Distribution
Inc. The outlook is stable.
At the same time, S&P affirmed its 'B' issue-level rating (the same
as the corporate credit rating) on SRS' $220 million six and
one-half-year senior secured bank term loan B. The recovery rating
is '3', indicating S&P's expectation of meaningful (50% to 70%;
upper half of the range) recovery for lenders in the event of a
payment default
"We expect end-market demand for SRS' roofing product sales to grow
over the next 12 to 24 months as acquired branches and new
greenfield locations opened in 2014 come online, reroofing demand
remains robust, and housing starts continue to improve in the U.S.
(1.2 million expected in 2015). Still, we expect SRS' credit
measures will remain in line with a highly leveraged financial risk
profile, with adjusted leverage of approximately 5x in 2015," said
Standard & Poor's credit analyst Pablo Garces. "In addition, we
believe liquidity, in terms of cash and availability under the $225
million ABL facility, will be sufficient to meet the company's
seasonal working capital needs and other obligations, including $10
million to $15 million of estimated capital spending in 2015 and
2016."
S&P could take a negative rating action if SRS' expansion, funded
by debt, is more aggressive than S&P expects over the next year; if
depressed sales cause the company's credit measures to deteriorate
below expected levels; or if liquidity were to become constrained.
Specifically, S&P could lower the ratings if leverage exceeded 7x.
Due to SRS' acquisitive nature and ownership by a financial
sponsor, S&P views an upgrade as unlikely in the next 12 months. In
order for S&P to reexamine SRS' financial risk profile, it would
have to feel confident that the company and its owners were
committed to maintaining leverage in the 4x to 5x range on an
ongoing and permanent basis.
TECHPRECISION CORP: Signs Office Lease with CLA Building
--------------------------------------------------------
TechPrecision Corporation entered into an office lease with CLA
Building Associates, L.P., pursuant to which TechPrecision will
lease approximately 4,000 square feet located at 2 Campus
Boulevard, Newtown Square, PA 19073, commencing on March 15, 2015.
According to a document filed with the Securities and Exchange
Commission, the initial term of the New Lease will expire on
Sept. 15, 2015, unless sooner terminated in accordance with the
terms of the New Lease. The Company's monthly base rent for the
Newtown Square Property will be $2,400 per month, for an aggregate
amount of $14,400 during the term of the New Lease, in addition to
payments for electricity and gas (on a proportionate ratio basis
for the entire building). The Company and the New Landlord have
the right, during the term of the New Lease, to terminate upon 45
days written notice to the other party, in the case of the New
Landlord's right, subject to the New Landlord's ability to lease
the Newtown Square Property to another party for a term longer than
the term of the New Lease.
Termination of Prior Lease
On March 3, 2015, the Company entered into a lease termination
agreement with Center Valley Parkway Associates, L.P. pursuant to
which the Company and Prior Landlord agreed to terminate without
penalty that certain Lease Agreement, dated Nov. 17, 2010, by and
between the Company and Prior Landlord. As a result of the
Agreement, the Prior Lease will be terminated on, and the Company
will vacate its corporate offices located at 3477 Corporate
Parkway, Suite #140, Center Valley, PA 18034, by, March 31, 2015.
Separately, the Company agreed to reimburse the Prior Landlord for
certain expenses it will incur in connection with re-leasing the
Center Valley Property.
The Company has relocated its offices to consolidate its operations
and reduce expenditures.
About TechPrecision
TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.
TechPrecision reported a net loss of $7.09 million for the year
ended March 31, 2014, as compared with a net loss of $2.41 million
for the year ended March 31, 2013.
As of Dec. 31, 2014, the Company had $14.4 million in total
assets, $13.5 million in total liabilities and $937,000 in total
stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013. The independent auditors noted that
the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants. Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice. The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months. These circumstances raise substantial doubt about
the Company's ability to continue as a going concern.
TERVITA CORP: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under which Tervita Corp is a
borrower traded in the secondary market at 94.05 cents-on-the-
dollar during the week ended Friday, March 6, 2015 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents an increase of 0.95
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.
TOLLENAAR HOLSTEINS: Court Directs Joint Administration of Cases
----------------------------------------------------------------
The Bankruptcy Court entered an order providing that the Chapter 11
cases of Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M
Rancg, LLC, are jointly administered under the lead case of
Tollenaar Holsteins, Case No. 15-20840.
The Debtors asked the Court to direct the joint consolidation of
their cases for procedural purposes only. The Debtors told the
Court that their cases are related cases in that they are
affiliates as each case shares the same direct or indirect
ownership, common management, common creditors, and are otherwise
so related as to warrant being treated as related.
About Tollenaar Holsteins
Tollenaar Holsteins and its affiliates Friendly Pastures, LLC, and
T Bar M Ranch, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 15-20840) on Feb. 4,
2015. The case is assigned to Judge Christopher D. Jaime.
The Debtors' counsel is Jason E. Rios, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California.
TOWERGATE FINANCE: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Scott Egan
Chapter 15 Debtor: Towergate Finance plc
aka Towergate Holdings III plc
Towergate House, Eclipse Park
Sittingbourne Road
Maidstone
Chapter 15 Case No.: 15-10509
Type of Business: Towergate Group is an independently-owned
insurance intermediary company distributing
general insurance products in the United
Kingdom.
The Debtor does not engage in any operating
activities, but functions rather as a financing
vehicle for the Group by issuing secured and
unsecured debt and then lending the
corresponding proceeds to the Group's
operating subsidiaries.
Chapter 15 Petition Date: March 6, 2015
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Stuart M. Bernstein
Chapter 15 Petitioner's Aaron Javian, Esq.
Counsel: Robert Trust, Esq.
Paul Hessler, Esq.
LINKLATERS LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: 212-903-9000
Fax: 212-903-9100
Email: aaron.javian@linklaters.com
robert.trust@linklaters.com
paul.hessler@linklaters.com
Estimated Assets: More than $1 billion
Estimated Debts: More than $1 billion
TXU CORP: 2014 Bank Debt Trades at 36% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 63.60 cents-on-the-
dollar during the week ended Friday, March 6, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents an increase of 1.55
percentage points from the previous week, The Journal relates. TXU
Corp. pays 450 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- 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.
UNIVERSITY GENERAL: Has Interim Authority to Tap MidCap DIP Loan
----------------------------------------------------------------
Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, gave University General Health
System, Inc., et al., interim authority to obtain up to $16.0
million in revolving postpetition financing from MidCap Financial
Trust
The DIP Loan accrues interest at a rate equal to 3.5% over the
greater of: (i) one month LIBOR, or (ii) 2%. The default interest
rate is 3.0% per annum in excess of the non-default interest rate.
Prior to the Petition Date, certain of the Debtors and MidCap
entered into a credit agreement, which provided for (i) a secured
revolving credit facility of up to $22.5 million and (ii) a secured
term loan in the principal amount of up to $4.0 million. As of
Feb. 27, 2015, the Debtors owe MidCap an unpaid principal amount in
excess of $14.8 million, plus interest.
All objections to the entry of the interim order have either been
resolved or are overruled. The Texas Health and Human Services
Commission and Texas Department of State Health Services filed a
limited objection complaining that the motion and proposed interim
order impermissibly seek to cut off their recoupment rights under
their contractual agreement with the Debtors, by which the Debtors
became a Medicaid provider. The Debtors and Cambridge Parties
agree that the Debtors will immediately pay rent for March 2015.
A final hearing to consider the motion will be held on March 30,
2015, at 1:00 p.m. Any party objecting to the final order must
file those objections on or before March 24.
A full-text copy of the Interim Order with Budget is available at
http://bankrupt.com/misc/UGHSdip0304.pdf
HHSC and DSHS are represented by:
J. Casey Roy, Esq.
Assistant Attorney
General Bankruptcy & Collections Division
P. O. Box 12548
Austin, TX 78711-2548
Tel: (512) 463-2173
Fax: (512) 936-1409
Email: casey.roy@texasattorneygeneral.gov
About University General
University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services. UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers,
physical
therapy centers, and senior living centers.
UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.
UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.
The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel. Upshot Services, LLC, is the
claims
and noticing agent.
According to the docket, the appointment of a health care
ombudsman
is due by March 30, 2015.
UNIVERSITY GENERAL: Judge Refuses to Issue Bridge Order on Cash Use
-------------------------------------------------------------------
Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, denied University General
Health System, Inc.'s emergency motion for entry of a bridge order
authorizing it to pay certain prepetition employee wages and use
cash collateral to fund payroll without prejudice to the filing of
motions adequately addressing the notice and hearing requirements
of Section 363 of the Bankruptcy Code.
As previously reported by The Troubled Company Reporter, the Debtor
and its affiliates filed the motion, saying any delay in granting
the relief requested would substantially hinder their transition
and cause irreparable harm. Judge Paul denied the first motion,
which prompted the Debtors to file an amended motion, telling the
Court that they have conferred with United States Trustee's Office
and its senior secured lender, MidCap Financial Trust, and both
consent the relief requested and the use of cash collateral to make
the payments.
The Debtors told Judge Paul that they are not aware of any other
entity, other than MidCap, who asserts a first lien position in the
funds which the Debtors seek to expend for the payment of employee
wages. Accordingly, the Debtors said they do not believe a hearing
is required under Sec. 363(c)(1) and (2)(A) to authorize use of
MidCap's cash collateral.
Judge Paul denied the amended motion.
About University General
University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services. UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers,
physical
therapy centers, and senior living centers.
UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.
UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.
The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel. Upshot Services, LLC, is the
claims
and noticing agent.
According to the docket, the appointment of a health care
ombudsman
is due by March 30, 2015.
UNIVERSITY GENERAL: Must Show Cause Why PCO Should Not be Appointed
-------------------------------------------------------------------
Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order directing
University General Health System, Inc., et al., to appear on March
23, 2015, and show cause why a patient care ombudsman should not be
appointed pursuant to Section 333(a) of the Bankruptcy Code.
About University General
University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services. UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers,
physical
therapy centers, and senior living centers.
UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.
UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.
The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel. Upshot Services, LLC, is the
claims
and noticing agent.
According to the docket, the appointment of a health care
ombudsman
is due by March 30, 2015.
V-TECH ENGINEERING: Case Summary & 19 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: V-Tech Engineering, Inc.
118 E. Wabash Street
Bluffton, IN 46714
Case No.: 15-10404
Chapter 11 Petition Date: March 5, 2015
Court: United States Bankruptcy Court
Northern District of Indiana (Fort Wayne Division)
Judge: Hon. Robert E. Grant
Debtor's Counsel: Wesley N. Steury, Esq.
BURT, BLEE, DIXON, SUTTON & BLOOM LLP
1000 Standard Federal Plaza
200 East Main Street
Fort Wayne, IN 46802
Tel: (260)426-1300
Fax: (260)422-3750
Email: wsteury@burtblee.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bo. F. Alstoft, president.
A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/innb15-10404.pdf
VERITEQ CORP: Sells $160,000 12% Convertible Promissory Notes
-------------------------------------------------------------
VeriTeQ Corporation issued and sold to two accredited investors
convertible promissory notes, bearing interest at 12% per annum in
the aggregate principal amount of $160,000 on Feb. 10, 2015, and
Feb. 13, 2015, according to a document filed with the Securities
and Exhange Commission.
In accordance with the terms of the Notes, the Company agreed to
pay the Lenders' expenses associated with the transaction in the
amount of $5,000. As a result, the Company realized net proceeds
from the sale of the Notes in the amount of $155,000, which is
being used for general corporate purposes. Principal and interest
on the Notes are due on the maturity date.
The Notes can be prepaid, at a redemption premium of 50%, until 90
days following their date of issuance, after which the Company has
no right of prepayment. The Notes are convertible at a price per
share equal to 60% of the average of the lowest three trading
prices of the Company's common stock during the 10 trading days
prior to conversion. However, in no event shall a Lender be
entitled to convert any portion of the Notes if that conversion
would result in beneficial ownership by the holder and its
affiliates of more than 4.99% of the outstanding shares of the
Company's common stock. If, at any time when the Note is
outstanding, the Company issues or sells, or is deemed to have
issued or sold, any shares of its common stock in connection with a
subsequent placement for no consideration or for a consideration
per share that is less than the conversion price on the date of
issuance or based on a variable price formula that is more
favorable to the subsequent investor than the foregoing variable
conversion price formula, then the conversion price of the Notes
will be reduced to the amount of the consideration per share
received for that issuance or the conversion price will be adjusted
to match the Alternative Variable Price Formula.
The Notes contain certain covenants and restrictions including,
among others, that for so long as the Notes are outstanding the
Company will not pay dividends or dispose of certain assets, and
that the Company will maintain its listing on an over-the-counter
market. Events of default under the Notes include, among others,
failure to pay principal or interest on the Notes or comply with
certain covenants under the Notes.
Agreements Regarding Liabilities to Officers
On March 3, 2015, the Company entered into separate agreements with
Scott R. Silverman, the Company's chief executive officer, Randolph
K. Geissler, the Company's president and Michael E. Krawitz, the
Company's chief legal and financial officer, whereby each Named
Executive Officer agreed that certain amounts of accrued but unpaid
compensation that each individual was entitled to receive would be
paid in the form of a convertible promissory note. In connection
with these agreements, the Company issued Officer Notes to Mr.
Silverman, Mr. Geissler and Mr. Krawitz in the principal amount of
$194,010, $285,000 and $267,500, respectively. In addition, Mr.
Geissler and Mr. Krawitz agreed to have their outstanding demand
notes due from the Company, in the principal amounts of $34,000 and
$60,000, respectively, converted into separate Officer Notes.
The Officer Notes bear interest at a rate of 5% per annum, with
principal and interest due on March 1, 2016. The Company has the
option to prepay the Officer Notes, in whole or in part, and
without premium or penalty, at any time upon 5 business days’
written notice to the holder. At any time after Sept. 1, 2015, the
holder of an Officer Note can convert all or part of the note into
shares of the Company's common stock at a conversion price equal to
the average daily closing price of the Company's common stock for
the 10 days prior to conversion.
About VeriTeQ
VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment. VeriTeQ --
http://www.veriteqcorp.com/-- offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care. VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.
Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.
As of Sept. 30, 2014, the Company had $6.77 million in total
assets, $14 million in total liabilities, and a $7.18 million
stockholders' deficit.
EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.
VIGGLE INC: Obtains $1 Million Additional Loan From Sillerman
-------------------------------------------------------------
Viggle Inc. received an additional $1,000,000 unsecured demand loan
from Robert F.X. Sillerman on March 2, 2015, according to a
document filed with the Securities and Exchange Commission. The
total principal amount of the loans is now $8,750,000. All of the
loans bear interest at a rate of 12% per annum.
The Company intends to use the proceeds from the new loans to fund
working capital requirements and for general corporate purposes.
Because Mr. Sillerman is a director, executive officer and greater
than 10% stockholder of the Company, a majority of the Company's
independent directors approved the transaction.
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.
As of Dec. 31, 2014, the Company had $72.1 million in total assets,
$51.02 million in total liabilities, $3.75 million in series C
convertible redeemable preferred stock, and $17.4 million in total
stockholders' equity.
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.
VIRTUAL PIGGY: Peter Pelullo Reports 14% Stake as of March 2
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Peter S. Pelullo disclosed that as of March 2, 2015, he
beneficially owned 16,368,983 shares of common stock of
Virtual Piggy, Inc., which represents 13.98 percent of the shares
outstanding.
On or about March 2, 2015, Mr. Pelullo sold 100,000 shares of Stock
in private transaction for an aggregate sale price of $65,000. At
the same time, International Corporate Management, Inc. (an entity
of which the Reporting Person is a beneficial owner) made a gift of
125,000 shares of Stock to a third party.
A full-text copy of the regulatory filing is available at:
http://is.gd/Em3BtB
About Oink (Virtual Piggy, Inc.)
Virtual Piggy is the provider of Oink, a secure online and in-store
teen wallet. Oink enables teens to manage and spend money within
parental controls, while gaining valuable financial management
skills. The technology company also delivers payment platforms
designed for the Under 21 age group in the global market, and
enables online businesses the ability to function in a manner
consistent with the Children's Online Privacy Protection Act and
similar international children's privacy laws. The company, based
in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and
holds three technology patents, US Patent No. 8,762,230, 8,650,621
and 8,812,395.
The Company's balance sheet at Sept. 30, 2014, showed
$4.11 million in total assets, $5.59 million in total liabilities
and a stockholders' deficit of $1.49 million.
"The Company has incurred significant losses and experienced
negative cash flow from operations during the development stage.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern," according to the
Company's quarterly report for the period ended Sept. 30, 2014.
WABASH NATIONAL: S&P Assigns 'BB' Rating on $192.8MM Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '2' recovery rating to Lafayette, Indiana-based truck
trailer manufacturer Wabash National Corp.'s proposed $192.8
million senior secured term loan due 2022. The '2' recovery rating
indicates S&P's expectation for substantial (70%-90%) recovery in
the event of a payment default. S&P's recovery expectations are in
the lower half of the 70% to 90% range.
The company states that it will use the proceeds to repay the
$192.8 million outstanding on its existing senior secured term loan
due 2019, including any related fees and expenses through cash on
its balance sheet. Upon completion of the transaction, S&P will
withdraw its ratings on the existing term loan due 2019.
Wabash paid down senior secured debt over the last year, improving
recovery prospects for senior secured term loan lenders, which is
reflected in the higher recovery rating on the proposed term loan.
S&P rates Wabash 'BB-'. The rating outlook is stable.
The ratings reflect the company's solid credit metrics, including
debt to EBITDA of 2.2x and free operating cash flow (FOCF) to debt
of 22% for the trailing-12-months ended Sept. 30, 2014. S&P
estimates Wabash's ratio of debt to EBITDA will remain below 4.0x
and FOCF to debt will stay above 10% in 2015.
RATINGS LIST
Wabash National Corp.
Corporate Credit Rating BB-/Stable/--
New Rating
Wabash National Corp.
$192.8 mil. senior secured term loan due 2022 BB
Recovery rating 2L
WALTER ENERGY: Notified by NYSE of Rule Non-Compliance
------------------------------------------------------
Walter Energy, Inc., has been notified by the New York Stock
Exchange that its common stock does not presently satisfy one of
the NYSE's continued listing standards. The NYSE requires that the
average closing price per share of a listed company's common stock
be at least $1.00 over a consecutive 30 trading-day period. As of
March 3, 2015, the average closing price per share of the Company's
common stock over the preceding 30 trading-day period was $0.99.
Under the NYSE's rules, the Company has six months to regain
compliance with the NYSE's continued listing standards. The
Company's common stock will continue to be listed and traded on the
NYSE during this period, subject to the Company's compliance with
other continued listing standards. As required by the NYSE's
rules, the Company plans to notify the NYSE within 10 business days
of the receipt of the notice of non-compliance of its intent to
cure the deficiency.
The deficiency does not affect the Company's business operations or
its Securities and Exchange Commission reporting requirements, and
it does not violate any of the Company's credit agreements or other
debt obligations.
The notice has no immediate impact on the listing of the Company's
common stock, which will continue to trade on the NYSE under the
symbol "WLT," but with the added designation of ".BC" to denote
that the Company is below the quantitative continued listing
standards. The Company said it intends to actively monitor the
closing bid price for its common stock and will consider available
options to resolve the deficiency.
About Walter Energy
Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America. The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas. Walter Energy employs
approximately 2,700 employees, with operations in the United
States, Canada and the United Kingdom. For more information about
Walter Energy, please visit www.walterenergy.com.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
As of Dec. 31, 2014, Walter Energy had $5.38 billion in total
assets, $5.10 billion in total liabilities and $282 million in
stockholders' equity.
* * *
As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'. S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.
The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."
WALTER ENERGY: Receives NYSE Listing Non-Compliance Notice
----------------------------------------------------------
Walter Energy, Inc., a publicly traded "pure-play" producer of
metallurgical coal for the global steel industry, on March 5
disclosed that the Company has been notified by the New York Stock
Exchange that its common stock does not presently satisfy one of
the NYSE's continued listing standards. The NYSE requires that the
average closing price per share of a listed company's common stock
be at least $1.00 over a consecutive 30 trading-day period. As of
March 3, 2015, the average closing price per share of the Company's
common stock over the preceding 30 trading-day period was $0.99.
Under the NYSE's rules, the Company has six months to regain
compliance with the NYSE's continued listing standards. The
Company's common stock will continue to be listed and traded on the
NYSE during this period, subject to the Company's compliance with
other continued listing standards. As required by the NYSE's
rules, the Company plans to notify the NYSE within 10 business days
of the receipt of the notice of non-compliance of its intent to
cure the deficiency.
The deficiency does not affect the Company's business operations or
its Securities and Exchange Commission reporting requirements, and
it does not violate any of the Company's credit agreements or other
debt obligations.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
WARNER MUSIC: Hires KPMG LLP as New Accountants
-----------------------------------------------
Warner Music Group Corp. dismissed Ernst & Young LLP as its
independent registered public accounting firm for the fiscal year
ending Sept. 30, 2015, according to a document filed with the
Securities and Exchange Commission. The dismissal was not a result
of any disagreement with the accounting firm.
The Company said the Audit Committee of its Board of Directors
completed a competitive process to determine the Company's
independent registered public accounting firm for the fiscal year
ending Sept. 30, 2015. As a result of this process, on Feb. 27,
2015, the Committee approved the engagement of KPMG LLP as the
Company's independent registered public accounting firm, subject to
clearance of KPMG's internal acceptance process.
The reports of Ernst & Young on the Company's consolidated
financial statements for the two most recent fiscal years ended
Sept. 30, 2014, and Sept. 30, 2013, did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
Moreover, on March 2, 2015, Brian Roberts submitted his resignation
of all employment and directorships with Warner Music Inc., a
wholly-owned subsidiary of the Company, and any parent, including
the Company, subsidiary, affiliate or joint venture of Warner Music
Inc. effective as of March 6, 2015.
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.
WEST CORP: Todd Strubbe Quits as Unified Communications Pres.
-------------------------------------------------------------
Todd Strubbe, president - Unified Communications for West
Corporation, notified the Company that he is resigning from his
position with the Company effective as of April 3, 2015, according
to a document filed with the Securities and Exchange Commission.
About West Corporation
Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions. West helps
manage or support essential enterprise communications with
services that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.
West Corp reported net income of $158 million in 2014 following
net income of $143 million in 2013.
As of Dec. 31, 2014, West Corp had $3.81 billion in total assets,
$4.47 billion in total liabilities, and a $660 million total
stockholders' deficit.
Bankruptcy Warning
"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity needs,
we may be forced to reduce or delay capital expenditures or the
payment of dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness. We cannot
make assurances that we would be able to take any of these actions,
that these actions would be successful and permit us to meet our
scheduled debt service obligations or that these actions would be
permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indenture that governs our outstanding notes. Our senior secured
credit facilities documentation and the indenture that governs the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition. As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.
If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:
* our debt holders could declare all outstanding principal and
interest to be due and payable;
* our debt holders under other debt subject to cross default or
cross acceleration provisions could declare all outstanding
principal and interest on such other debt to be due and
payable;
* the lenders under our senior secured credit facilities could
terminate their commitments to lend us money and foreclose
against the assets securing our borrowings; and
* we could be forced into bankruptcy or liquidation," the
Company stated in its 2014 Report.
* * *
As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'. The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.
In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'. "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.
WESTMORELAND COAL: Incurs $173 Million Net Loss in 2014
-------------------------------------------------------
Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million on $1.11 billion of revenues for the
year ended Dec. 31, 2014, compared to a net loss applicable to
common shareholders of $6.05 million on $675 million of revenue in
2013. The Company incurred a net loss applicable to common
shareholders of $8.58 million in 2012.
As of Dec. 31, 2014, the Company had $1.82 billion in total assets,
$985 million in total debt and $365 million total deficit.
"2014 was a year of extraordinary activity at Westmoreland Coal
Company," noted Keith E. Alessi, chief executive officer. "In
2014, we: successfully financed, closed and integrated the Canadian
acquisition; improved our balance sheet through an equity offering,
monetized our contract at Westshore Terminal and refinanced our
outstanding debt facility; received a credit upgrade from both
Moody's and S&P; signed significant contract extensions with both
customers and labor unions; and finished the year with the
successful acquisition of Oxford Resources GP, LLC, the general
partner of Oxford Resource Partners, LP, as a platform for entry
into the MLP space. We are gratified that adjusted EBITDA fell in
the midpoint of our projected range, particularly in light of the
weaker Canadian dollar and mild weather throughout the year that
impacted our power operations."
For 2015, Mr. Alessi noted that, "we recently released guidance
that reflects that our base business will continue to operate at
historical levels, despite the current exchange rates and power and
export prices that are built into the guidance range."
A full-text copy of the press release is available for free at:
http://is.gd/qrWmoj
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.
* * *
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.
WESTMORELAND COAL: Reports 2014 Year End Results
------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.
The Company said it has a substantial amount of indebtedness, which
may adversely affect its cash flow and its ability to operate its
business.
At Dec. 31, 2014, the Company had a total outstanding indebtedness
of approximately $998 million, including (i) $350 million in
principal amount of 8.75% Notes, (ii) $350 million in principal
amount under the Term Loan and (iii) $33.1 million of borrowings
and supported letters of credit under its Revolving Credit
Facility, respectively, leaving $16.9 million of undrawn
availability thereunder.
The Company maintained if it fails to comply with certain covenants
in its various debt arrangements, it could negatively affect its
liquidity and ability to finance its operations.
"If we cannot make scheduled payments on our debt or are not in
compliance with our covenants and are not able to amend those
covenants, we will be in default and holders of the 8.75% Notes and
the lenders under the Term Loan and the Revolving Credit Facility
could declare all outstanding principal and interest to be due and
payable, the lenders under the Revolving Credit Facility could
terminate their commitments to loan money to us, the holders of the
8.75% Notes and the lenders under the Term Loan and the Revolving
Credit Facility could foreclose on the assets securing our debt to
them and we could be forced into bankruptcy or liquidation," the
Company warned.
The Company reported a net loss applicable to common shareholders
of $173.11 million on $1.11 billion of revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common
shareholders of $6.05 million on $674.68 million of revenues for
the year ended Dec. 31, 2013. The Company incurred a net loss
applicable to common shareholders of $8.58 million in 2012.
As of Dec. 31, 2014, Westmoreland had $1.82 billion in total
assets, $2.17 billion in total liabilities and a $349 million total
deficit.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/A0G1K5
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.
* * *
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.
WESTMORELAND RESOURCE: Reports $28.5 Million Loss for 2014
----------------------------------------------------------
Westmoreland Resource Partners, LP reported a net loss of $28.6
million on $322 million of total revenues for the year ended Dec.
31, 2014, compared with a net loss of $23.7 million on $347 million
of total revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $307.6 million in total
assets, $175 million in total debt and $73.02 million in total
partners capital.
"Westmoreland completed the acquisition of Oxford Resources GP,
LLC, the general partner of Oxford Resource Partners, LP, and 79%
of the limited partner interests of Oxford Resource Partners, LP,
on December 31, 2014, changing the names of the entities to
Westmoreland Resources GP, LLC and Westmoreland Resource Partners,
LP, respectively," noted Keith E. Alessi, chief executive officer.
"As such, we are reporting the fiscal year 2014 results today."
"As we have previously discussed, the ability to acquire the
general partner and reset the limited partnership terms provided a
unique opportunity to enter the MLP space on favorable terms.
Because of this, we viewed the acquisition of the GP and LP
interests as a platform to achieve future value enhancement. The
2014 operating results reflect company performance based on a
different operating philosophy than the Westmoreland operating
model."
A full-text copy of the press release is available at:
http://is.gd/sX4yWk
About Westmoreland Resource
Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP, is a producer of high value steam coal, and is the
largest producer of surface mined coal in Ohio.
WESTMORELAND RESOURCE: Reports $28.6 Million Net Loss for 2014
--------------------------------------------------------------
Westmoreland Resource Partners, LP, filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, disclosing
that it and its predecessor incurred a net loss of $28.6 million on
$322 million of revenue for the year ended Dec. 31, 2014.
For the period from Jan. 1, 2014, through Dec. 31, 2014, Oxford
Resource Partners, LP (Predecessor) reported a net loss of $24.15
million on $322.26 million of total revenues compared to a net loss
of $23.70 million on $346.76 million of total revenues for the year
ended Dec. 31, 2013.
As of Dec. 31, 2014, Westmoreland Resource (Successor) had $307.58
million in total assets, $234.56 million in total liabilities and
$73.02 million in total partners' capital.
On Dec. 31, 2014, pursuant to a purchase agreement dated Oct. 16,
2014, Westmoreland Coal Company acquired, for $33.5 million in
cash, 100% of the equity of Westmoreland Resource's GP.
Westmoreland Coal Company's cost of acquiring Westmoreland
Resources GP, LLC has been pushed-down to establish a new
accounting basis for the Partnership beginning in the last minutes
of the year ended Dec. 31, 2014. Accordingly, the accompanying
consolidated financial statements are presented for two periods,
Predecessor and Successor, which relate to the accounting periods
preceding and succeeding the completion of the transaction.
Bankruptcy Warning
"We have a substantial amount of indebtedness. At December 31,
2014, we had a total outstanding indebtedness of $175.0 million
under our 2014 Financing Agreement. Our level of indebtedness
could have significant consequences to us and our unitholders,
including the following:
* our ability to obtain additional financing, if necessary, for
working capital, capital expenditures (including acquisitions)
or other purposes may be impaired or such financing may not be
available on favorable terms;
* our ability to meet financial covenants may affect our
flexibility in planning for and reacting to changes in our
business, including possible acquisition opportunities;
* our need to use a portion of our cash flow to make principal
and interest payments will reduce the amount of funds that
would otherwise be available for operations, distributions,
and future business opportunities;
* our increased vulnerability to competitive pressures or a
downturn in our business or the economy generally; and
* our flexibility in responding to changing business and
economic conditions.
These factors could have a material adverse effect on our business,
financial condition, results of operations or prospects. Increases
in our total indebtedness would increase our total interest expense
costs. Our ability to service our indebtedness will depend upon,
among other things, our future financial and operating performance,
which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors, some of which
are beyond our control. If our operating results are not
sufficient to service our current or future indebtedness, we will
be forced to take actions such as reducing or delaying our business
activities, acquisitions, investments and/or capital expenditures,
selling assets, restructuring or refinancing our indebtedness, or
seeking additional equity capital or bankruptcy protection. We may
not be able to effect any of these remedies on satisfactory terms,
or at all."
A full-text copy of the Form 10-K is available for free at:
http://is.gd/VwTWFC
About Westmoreland Resource
Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP, is a producer of high value steam coal, and is the
largest producer of surface mined coal in Ohio.
WESTMORELAND RESOURCE: Unit Inks Sale Agreement with AEP
--------------------------------------------------------
Oxford Mining Company, LLC, a wholly owned subsidiary of
Westmoreland Resource Partners, LP, and AEP Generation Resources
Inc., entered into a coal purchase and sale agreement on Feb. 26,
2015, according to a document filed with the Securities and
Exchange Commission.
Under the Agreement, Oxford Mining agreed to sell, and AEP agreed
to purchase, certain quantities of coal from Jan. 1, 2016, through
Dec. 31, 2018: 1,300,000 tons during the 2016 contract year;
1,200,000 tons during the 2017 contract year; and 750,000 tons
during the 2018 contract year. In addition, pursuant to the
Agreement, Oxford Mining has the right of first refusal to supply
up to a certain number of tons of AEP's additional need for coal at
its Conesville, Ohio generating plant: 400,000 during the 2016
contract year; 300,000 during the 2017 contract year; and 200,000
during the 2018 contract year.
About Westmoreland Resource
Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP, is a producer of high value steam coal, and is the
largest producer of surface mined coal in Ohio.
Oxford Resource reported a net loss of $23.7 million in 2013, a net
loss of $26.05 million in 2012 and a net loss of $8.32 million in
2011.
The Company's balance sheet at Sept. 30, 2014, showed $203.9
million in total assets, $218 million in total liabilities, and a
partners' deficit of $14.2 million.
WPCS INTERNATIONAL: Issues 1 Million Common Shares
--------------------------------------------------
WPCS International Incorporated issued 1,000,000 shares of its
common stock, par value $0.0001 per share, in transactions that
were not registered under the Securities Act of 1933, from
Feb. 20, 2015, through March 3, 2015.
According to a document filed with the Securities and Exchange
Commission, the issuances on March 3, 2015, resulted in an increase
in the number of shares of Common Stock outstanding by more than 5%
compared to the number of shares of Common Stock reported
outstanding in the Current Report on Form 8K filed by the Company
with the SEC on Feb. 20, 2015. The Company has issued a total of
3,100,000 shares of Common Stock to holders of its Series F-1
Convertible Preferred Stock upon the conversion of shares of Series
F-1 Convertible Preferred Stock.
The shares of Common Stock issued upon the conversion of shares of
Series F-1 Convertible Preferred Stock were issued in reliance upon
the exemption from registration in Section 3(a)(9) of the
Securities Act of 1933. As of March 3, 2015, the Company has
17,013,164 shares of Common Stock outstanding.
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 $11.2 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 Oct. 31,
2014, the Company had $17.7 million in total assets, $17.3
million in total liabilities and $397,000 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.
YODER REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Yoder Real Estate Partnership
41 S. Maple St.
Kutztown, PA 19530
Case No.: 15-11569
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 5, 2015
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Reading)
Judge: Hon. Richard E. Fehling
Debtor's Counsel: John A. Gagliardi, Esq.
WETZEL GAGLIARDI & FETTER LLC
101 E. Evans Street
Walnut Building - Suite A
West Chester, PA 19380
Tel: (484) 887-0779
Fax: (484) 887-8763
Email: jgagliardi@wgflaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William W. Yoder, managing general
partner.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/paeb15-11569.pdf
[*] House of Representatives Proposes Chapter 11 Revision
---------------------------------------------------------
Scott St. Amand and J. Ellsworth Summers, Jr., at Jdsupra.com
report that the House of Representatives has proposed the Financial
Institutions Bankruptcy Act, a revision of Chapter 11 that would
add a fifth sub-chapter to the U.S. Bankruptcy Code dealing
specifically with the promotion of recapitalization of distressed
financial institutions and protecting global financial markets from
panic. FIBA is aimed at preventing fire-sale liquidation of the
bank's healthy assets by allowing the bank to preserve its
operating units' earning ability, the report states.
According to Jdsupra.com, the House Judiciary Committee passed the
FIBA in a bipartisan vote in September 2014.
FIBA, says Jdsupra.com, would eliminate Schedule II of the
Dodd-Frank Act, which set up an Orderly Liquidation Authority and
which granted unprecedented power to the FDIC to take control of a
failed firm in the role of a receiver. The report states that FDIC
would be stripped of significant power. According to report, FIBA
is committed to FDIC's "single point of entry" strategy, which
would place the holding company of a financial institution in
Chapter 11, while allowing its operating subsidiaries to continue
their ordinary course of business.
Jdsupra.com relates that instead of FDIC, the U.S. Treasury would
put the holding company involuntarily into Chapter 11 with a
specially-appointed judge deciding within an hour whether the
Chapter 11 process is appropriate. The report says that the the
debtor's newly formed "bridge" company -- the operating
subsidiaries of the debtor-institution -- would gather the
financial institution's healthy assets within a very narrow time
frame, and would in turn leave its loss-bearing debt in Chapter 11
with the holding company. A Chapter 11 trustee would manage the
new bridge company and would hold the equity interests in the
institution's non-loss bearing assets for the benefit of the
institution's creditors -- and subject to bankruptcy court
oversight.
[*] Personal Bankruptcies Set for 5th Annual Decline, Fitch Says
----------------------------------------------------------------
Annual U.S. personal bankruptcy filings are set for a fifth
straight drop, though the rate of decline figures to level off over
time as lending guidelines become more lax, according to Fitch
Ratings in a new report.
Fitch projects total bankruptcy filings to fall by another 8%-10%
in 2015 reflective of a still-positive macro environment. This
development comes as aggregate personal bankruptcy filings for 2014
fell over 12% lower year over year, another double digit annual
decrease in line with Fitch's full year forecast of a 12%-13%
decline. That said, 'the continued loosening of lenders'
underwriting guidelines and the increase to consumers' access to
credit should begin to slow the pace of the double-digit declines
observed over the past four years,' said Managing Director Michael
Dean.
U.S. consumer credit rose for the fifth straight year in 2014,
topping over $3 trillion on a seasonally adjusted basis. While
revolving credit (predominantly credit card usage) has remained
relatively flat, there was a more pronounced increase (over 8% last
year) in the usage of non-revolving credit. 'Both auto and student
loan borrowing are continuing to surge and has grown at a
considerable pace to above $2.4 trillion,' said Dean.
Taking this trend into account, Fitch believes 2015 will be another
strong year with lower personal bankruptcy filings. 'Reduced
interest payments and full employment will take away the incentive
for consumers to seek bankruptcy protection,' said Dean. 'Lower gas
prices will also help household finances.'
[*] Total Bankruptcy Filings Drop 13% in February 2015
------------------------------------------------------
The American Bankruptcy Institute said in a news release that data
provided by Epiq Systems show that total U.S. bankruptcy filings
dropped 13% to 65,002 in February 2015, from 72,267 in the same
period in 2014. The report adds that total bankruptcy filings for
the month of February 2015 was 10% higher than the 59,050 total
filings registered in January 2015.
Monitordaily.com reports that consumer filings decreased 10% in
February 2015 to 62,740 from 69,403 in February 2014. The report
says that total commercial filings in February 2015 declined 21% to
2,262 from the 2,864 business filings recorded in February 2014.
Monitordaily.com quoted ABI executive director Samuel J. Gerdano as
saying, "Sustained low interests rates and high costs to file
continue to suppress the number of consumers and businesses seeking
the financial fresh start of bankruptcy. The year-over-year filing
totals have now declined for over four years."
[*] Up to 20% of Oil Industry to Restructure If Oil Prices Stay Low
-------------------------------------------------------------------
Fifteen to 20 percent of the oil industry would need to restructure
over the next year or two, with a portion of firms reorganizing in
bankruptcy proceedings, if oil prices stay low, Collin Eaton at
Houston Chronicle reports, citing private equity firm Talara
Capital Management managing partner and chief investment officer
David Zusman.
Houston Chronicle relates that about a third of the services firms
that took on large amounts of risky debt during the oil boom that
began earlier in the decade have become financially distressed as
oil prices have nosedived since last summer.
According to Houston Chronicle, Invesco investment manager Scott
Roberts said that rental contracts that oil tool companies believed
were unbreakable are now bending as producers signal they'll take
their business elsewhere unless they get a price break on current
contracts. The report quoted Mr. Roberts as saying, "A lot of
these service companies will make it through, but some won't."
Citing Mr. Roberts, Houston Chronicle states that oil field
services companies could lose as much as 25 percent in revenue,
which could lead to more layoffs and bankruptcies.
[^] BOND PRICING: For The Week From March 2 to 6, 2015
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
AES Corp/VA AES 7.75 103.086 10/15/2015
Allen Systems
Group Inc ALLSYS 10.5 34 11/15/2016
Allen Systems
Group Inc ALLSYS 10.5 34 11/15/2016
Alpha Natural
Resources Inc ANR 6 28.5 6/1/2019
Alpha Natural
Resources Inc ANR 9.75 42.062 4/15/2018
Alpha Natural
Resources Inc ANR 3.75 36.25 12/15/2017
Altegrity Inc USINV 14 38 7/1/2020
Altegrity Inc USINV 13 37.625 7/1/2020
Altegrity Inc USINV 14 37.625 7/1/2020
American Eagle
Energy Corp AMZG 11 31.75 9/1/2019
American Eagle
Energy Corp AMZG 11 39 9/1/2019
Arch Coal Inc ACI 7 28.305 6/15/2019
Arch Coal Inc ACI 7.25 27 6/15/2021
Arch Coal Inc ACI 9.875 35.4 6/15/2019
BPZ Resources Inc BPZR 8.5 19 10/1/2017
Bear Stearns
Cos LLC/The JPM 5.85 100.15 8/15/2029
Bear Stearns
Cos LLC/The JPM 5.55 99.491 2/15/2024
Bear Stearns
Cos LLC/The JPM 5.43 100 10/15/2029
Caesars Entertainment
Operating Co Inc CZR 10 19.5 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 12.75 16.733 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 10 18.75 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.5 33 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.75 22.5 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 5.75 32.5 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10 20.15 12/15/2015
Caesars Entertainment
Operating Co Inc CZR 5.75 12 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.75 8.75 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 10 19.375 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.75 24 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 10 18 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10 19.375 12/15/2018
Cal Dive
International Inc CDVI 5 10 7/15/2017
Champion
Enterprises Inc CHB 2.75 0.25 11/1/2037
Chassix Holdings Inc CHASSX 10 8.75 12/15/2018
Chassix Holdings Inc CHASSX 10 8.75 12/15/2018
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.75 31.745 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.75 32.875 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.75 32.875 11/15/2017
Dana Holding Corp DAN 6.5 103 2/15/2019
Deluxe Corp DLX 7 101.989 3/15/2019
Dendreon Corp DNDN 2.875 71.64 1/15/2016
E*TRADE
Financial Corp ETFC 6.375 107.485 11/15/2019
Endeavour
International Corp END 12 23.25 3/1/2018
Endeavour
International Corp END 12 1.5 6/1/2018
Endeavour
International Corp END 5.5 1.409 7/15/2016
Endeavour
International Corp END 12 23 3/1/2018
Endeavour
International Corp END 12 23 3/1/2018
Energy Conversion
Devices Inc ENER 3 7.875 6/15/2013
Energy Future
Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10 9.75 12/1/2020
Energy Future
Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10 10 12/1/2020
Energy Future
Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 6.875 3.84 8/15/2017
Exide Technologies XIDE 8.625 1.57 2/1/2018
Exide Technologies XIDE 8.625 3.265 2/1/2018
Exide Technologies XIDE 8.625 3.265 2/1/2018
FBOP Corp FBOPCP 10 1.843 1/15/2009
FairPoint
Communications
Inc/Old FRP 13.125 1.879 4/2/2018
Fleetwood
Enterprises Inc FLTW 14 3.557 12/15/2011
Ford Motor Credit
Co LLC F 3 98.921 3/20/2018
GT Advanced
Technologies Inc GTAT 3 32.25 10/1/2017
Gymboree Corp/The GYMB 9.125 42.502 12/1/2018
Hartford Life
Insurance Co HIG 4.7 89.5 6/15/2015
Hercules Offshore Inc HERO 10.25 34 4/1/2019
Hercules Offshore Inc HERO 8.75 30 7/15/2021
Hercules Offshore Inc HERO 8.75 32.25 7/15/2021
Hercules Offshore Inc HERO 10.25 33.5 4/1/2019
Las Vegas Monorail Co LASVMC 5.5 3.227 7/15/2019
Lehman Brothers
Holdings Inc LEH 5 12.375 2/7/2009
Lehman Brothers Inc LEH 7.5 9.125 8/1/2026
MF Global
Holdings Ltd MF 6.25 32 8/8/2016
MF Global
Holdings Ltd MF 3.375 32 8/1/2018
MF Global
Holdings Ltd MF 1.875 32 2/1/2016
MModal Inc MODL 10.75 10.125 8/15/2020
Milagro Oil & Gas Inc MILARG 10.5 75 5/15/2016
Molycorp Inc MCP 6 12.391 9/1/2017
Molycorp Inc MCP 3.25 16.75 6/15/2016
Molycorp Inc MCP 5.5 18 2/1/2018
Morgan Stanley MS 3.32236 99.65 3/12/2015
NII Capital Corp NIHD 10 56 8/15/2016
OMX Timber Finance
Investments II LLC OMX 5.54 25.125 1/29/2020
Powerwave
Technologies Inc PWAV 2.75 0.125 7/15/2041
Powerwave
Technologies Inc PWAV 1.875 0.125 11/15/2024
Powerwave
Technologies Inc PWAV 1.875 0.125 11/15/2024
Protective Life
Secured Trusts PL 2.66 99.788 3/10/2015
Prudential
Financial Inc PRU 2.52 99.75 3/10/2015
Quicksilver
Resources Inc KWKA 9.125 9 8/15/2019
Quicksilver
Resources Inc KWKA 11 13.938 7/1/2021
RAAM Global Energy Co RAMGEN 12.5 42.79 10/1/2015
RadioShack Corp RSH 6.75 9.125 5/15/2019
RadioShack Corp RSH 6.75 94.125 5/15/2019
RadioShack Corp RSH 6.75 8.75 5/15/2019
Resolute Energy Corp REN 8.5 29.25 5/1/2020
Sabine Oil & Gas Corp SOGC 7.25 28.9 6/15/2019
Sabine Oil & Gas Corp SOGC 9.75 36 2/15/2017
Sabine Oil & Gas Corp SOGC 7.5 27 9/15/2020
Sabine Oil & Gas Corp SOGC 7.5 27.25 9/15/2020
Sabine Oil & Gas Corp SOGC 7.5 27.25 9/15/2020
Samson Investment Co SAIVST 9.75 32.5 2/15/2020
Saratoga
Resources Inc SARA 12.5 13.9 7/1/2016
Savient
Pharmaceuticals Inc SVNT 4.75 0.225 2/1/2018
TMST Inc THMR 8 10.562 5/15/2013
Terrestar
Networks Inc TSTR 6.5 10 6/15/2014
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15 16.5 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15 14.8 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.5 8.375 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.5 8.25 11/1/2016
Tunica-Biloxi
Gaming Authority PAGON 9 59.75 11/15/2015
Walter Energy Inc WLT 9.875 12.25 12/15/2020
Walter Energy Inc WLT 8.5 11.968 4/15/2021
Walter Energy Inc WLT 9.875 12.25 12/15/2020
Walter Energy Inc WLT 9.875 12.25 12/15/2020
*********
Monday's edition of the TCR delivers a list of indicative prices
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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
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