/raid1/www/Hosts/bankrupt/TCR_Public/150327.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, March 27, 2015, Vol. 19, No. 86
Headlines
1701 COMMERCE: Dist. Court Tosses Suit Against Sheraton Manager
804 CONGRESS LLC: Substitute Trustee Entitled to $210,000 Claim
ACG CREDIT: Wants Case Dismissal After SageCrest Deal Okayed
ADVANTAGE FUND: PwC to Pay Dividends to Unit Holders
AFFIRMATIVE INSURANCE: Moody's Cuts IFR to 'Caa2', Outlook Neg
ALLEGHENY TECHNOLOGIES: S&P Lowers CCR to 'BB+'; Outlook Stable
ALVOGEN PHARMA: S&P Raises CCR to 'B'; Outlook Stable
AMERICAN TIRE: S&P Assigns 'B-' Rating on Proposed $720MM Loan
APARTAMENTOS VELAZQUEZ: Case Summary & 3 Top Unsecured Creditors
ATLANTIC CITY, NJ: Emergency Manager Doesn't Recommend Bankruptcy
AUBURN TRACE: Gets Court Approval to Hire Duaby as Accountant
AUBURN TRACE: U.S. Trustee Won't Form Creditors' Committee
AWI DELAWARE: Has Until July 6 to Decide on Leases
AWI DELAWARE: Taps McGladery LLP to Provide Tax Services
BEAVERTON LUMBER: Files for Bankruptcy; Creditors Meeting April 9
BIG HEART: S&P Discontinues 'B' Corporate Credit Rating
BLESSING INDUSTRIES: Case Summary & 20 Top Unsecured Creditors
BPZ RESOURCES: Has Until April 22 to File Schedules
BPZ RESOURCES: Seeks to Impose Equity Trading Protocol
BR FESTIVALS: Payment to J. Johnson Is Avoidable, Court Rules
CAL DIVE: March 30 Hearing on Bid to Pay Critical Vendors
CALUMET SPECIALTY: Moody's Rates Proposed $325MM Notes 'B2'
CALUMET SPECIALTY: S&P Rates $325 Million Sr. Unsecured Notes 'B+'
CANDLER VISTA: S&P Lowers Rating on 2005 Revenue Bonds to 'D'
CLEAN DIESEL: BDO USA LLP Express Going Concern Doubt
COMMUNITY HOME: Parties Say Facio & Canas Will Duplicate Services
COMPASS MINERALS: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
CONSOL ENERGY: Moody's Assigns B1 Rating on $650MM Unsec. Notes
CONSOL ENERGY: S&P Rates Proposed $650MM Sr. Unsecured Notes 'BB'
CREDIT ACCEPTANCE: S&P Assigns 'BB' Rating on $250MM Sr. Notes
CROSSROADS CHARTER: S&P Lowers 2012 Rev. Bonds Rating to 'BB'
DAEBO INT'L: Court Issues Provisional Injunction Order
DETROIT PUBLIC: Moody's Lowers Issuer Rating to 'Caa1'
DIOCESE OF HELENA: Gets Court Approval to Sell Legendary Lodge
DOLAN COMPANY: Judge Extends Deadline to Remove Suits to May 17
DOMUM LOCIS: Can File Chapter 11 Plan Until July 31
EURAMAX INTERNATIONAL: S&P Lowers Rating to 'CCC'; Outlook Dev.
EVERGREEN FINANCIAL: Voluntary Chapter 11 Case Summary
EVERYWARE GLOBAL: Amends 2013 Form 10-K and 2014 Form 10-Qs
EXIDE TECHNOLOGIES: Amends Plan to Modify Sr. Note Claims Treatment
EXIDE TECHNOLOGIES: Seeks April 30 Extension of DIP Maturity Date
FANNIE MAE & FREDDIE MAC: Capuano & Delaney Have a Solution
FOREVERGREEN WORLDWIDE: Posts $1 Million Net Income in 2014
GCI INC: Moody's Assigns B3 Rating to New Sr. Unsecured Notes
GLOBAL EAGLE: Rose Snyder Expresses Going Concern Doubt
GORDIAN MEDICAL: Plan Confirmation Hearing Continued Until May 6
GREAT WOLF RESORTS: S&P Lowers CCR to 'B', On Watch Negative
H.J. HEINZ: Fitch Puts 'BB-' IDR on Watch Pos. on Kraft Merger
H.J. HEINZ: S&P Puts 'BB-' CCR on Watch Positive on Merger Plans
HANGER INC: Moody's Lowers Corp. Family Rating to 'B1'
HD SUPPLY: Reports $3 Million Net Income in Fiscal 2014
HEI INC: Honne Capital Appointed as Committee Member
HOSTESS HOLDCO: S&P Raises Corp. Credit Rating to B; Outlook Stable
HUTCHESON MEDICAL: Has Until June 18 to Assume or Reject Leases
IKANOS COMMUNICATIONS: PwC Expresses Going Concern Doubt
INTERLEUKIN GENETICS: Files Amended Resale Prospectuses
JSC ALLIANCE: US Judge Closes Chapter 15 Bankruptcy Case
KADLUBEK FAMILY: Case Summary & 3 Largest Unsecured Creditors
KISSNER MILLING: S&P Hikes Corp. Credit Rating to B, Outlook Stable
LAS AMERICAS 74-75: Files Schedules of Assets & Debt
LAS AMERICAS 74-75: Hires Carmen D. Conde Torres as Attorney
LIGHTSQUARED INC: Judge Approves Ch. 11 Restructuring Plan
LPATH INC: Reports $16.5 Million Net Loss for 2014
MICHAEL GERARD: 7th Circuit Reverses Judgment in Suit by Kin
MIDSTATES PETROLEUM: Alan Carr Named to Board's Audit Committee
MIDSTATES PETROLEUM: Appoints Interim President and CEO
MINT LEASING: Cancels Exchange Pact with ICFG & Sunset Brands
MN CORPORATION: Case Summary & Largest Unsecured Creditor
MONITRONICS INT'L: S&P Rates $350MM Incremental Term Loan 'B'
MONROE HOSPITAL: Liquidation Plan Declared Effective March 5
NAVISTAR INTERNATIONAL: GAMCO Reports 8% Stake as of March 23
NEW BERN RIVERFRONT: Court Refuses to Reconsider Judgment for NRS
NY MILITARY ACADEMY: Files Schedules of Assets & Debt
NY MILITARY ACADEMY: Hires Lewis Wrobel as Counsel
OUTFRONT MEDIA: Debt Add-on No Effect on S&P's BB- Notes Rating
PANDA TEMPLE: S&P Assigns 'B' Rating on $411.6MM Credit Facilities
PEOPLEWELL HR: Case Jointly Administered With Go Bollywood's
PORT AGGREGATES: Douglas S. Draper Approved as Chapter 11 Examiner
PWK TIMBERLAND: Hires Reinauer Real to Sell Real Estate
R & S ST. ROSE: Status Hearing on Amended Plan Continued Until May
RADIOSHACK CORP: NYSE Intends to Delist Stock Effective Monday
RADIOSHACK CORP: To Fight for Standard General Takeover
REALOGY HOLDINGS: Dea Benson Promoted to SVP Enterprise Risk Mgt.
REED AND BARTON: Files Schedules of Assets and Liabilities
ROVI CORP: Moody's Affirms 'Ba3' CFR, Outlook Negative
SELECT MEDICAL: Moody's Reviews B1 CFR for Downgrade
SELECT MEDICAL: S&P Affirms 'B+' CCR & Revises Outlook to Neg.
SELECT-TV SOLUTIONS: Incurs $900K Net Loss in Q3 Ending Jan. 31
SHANTA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
SOUPMAN INC: Reports $1.12-Mil. Net Loss for Q1 Ending Nov. 30
STHI HOLDINGS: Moody's Reviews Ratings for Downgrade
SW WEBBER III DDS: Case Summary & 20 Top Unsecured Creditors
UNITED REFINING: Moody's Affirms B2 Corp. Family Rating
UNIVERSAL HEALTH: S&P Raises CCR to 'BB+'; Outlook Stable
UNIVERSITY GENERAL: Schedules and Statements Due April 27
USA SYNTHETIC: Court Issues Joint Administration Order
VERISIGN INC: Moody's Lowers Unsecured Notes Rating to 'Ba1'
W/S PACKAGING: CEO Appointment No Effect on Moody's Ratings
WEATHERTIGHT WATERPROOFING: Case Summary & 20 Top Unsec Creditors
WET SEAL: Court Approves DIP Financing Deal With Versa Unit
WHITING PETROLEUM: Moody's Rates Proposed $750MM Unsec. Notes Ba2
WILLIAM GLOVER: Case Summary & 20 Largest Unsecured Creditors
XIANGTIAN USA: Reports $571K Net Loss in Q2 Ending Jan. 31
YRC WORLDWIDE: Appoints Additional Director to Board
ZION OIL: MaloneBailey Expresses Going Concern Doubt
[^] BOOK REVIEW: Competitive Strategy for Health Care Organizations
*********
1701 COMMERCE: Dist. Court Tosses Suit Against Sheraton Manager
---------------------------------------------------------------
Judge Reed C. O'Connor of the U.S. District Court for the Northern
District of Texas, Fort Worth Division, overruled 1701 Commerce
LLC's objections, and the District Court accepted, the findings,
conclusions, and recommendation of the U.S. Bankruptcy Court for
the Northern District of Texas as the findings of the District
Court in the civil action styled 1701 Commerce LLC v. Richfield
Hospitality Inc., Case No. 4:14-CV-270-O.
The Debtor-Plaintiff filed objections to the Findings. The
District Court conducted a de novo review of those portions of the
proposed findings and recommendation to which objection was made.
Judge O'Connor noted that anything not specifically objected to is
subject to review for clear error.
The Debtor-Plaintiff acquired the Sheraton Fort Worth Hotel and Spa
through a deed in lieu of foreclosure from Presidio Hotel Fort
Worth, L.P. Presidio, before selling the Property, hired the
Defendant to manage the Property. After acquiring the Property,
the Debtor-Plaintiff asked the Defendant to continue in its
management role. Shortly before the Debtor-Plaintiff filed its
bankruptcy case, the Defendant withdrew $191,751 from the
Property's operating account to repay a debt owed to Presidio. The
Debtor-Plaintiff did not consent to the withdrawal.
On March 21, 2014, the Debtor-Plaintiff filed suit in state court
seeking the return of the funds. On April 18, 2014, the action was
removed to the District Court in connection with the
Debtor-Plaintiff's underlying Chapter 11 bankruptcy proceeding.
On October 20, 2014, the Bankruptcy Judge entered an order
recommending that the Defendant's motion to dismiss be granted.
The Debtor-Plaintiff filed its objections to the Magistrate Judge's
order.
The Debtor-Plaintiff is represented by:
Deborah Rose Deitsch-Perez, Esq.
Tory Alexander Cronin, Esq.
LACKEY HERSHMAN LLP
The Centurian Bldg., Suite 777
3102 Oak Lawn Avenue
Dallas, TX 75219-4241
Telephone: (214) 560-2201
Facsimile: (214) 560-2203
E-mail: ddp@lhlaw.net
tac@lhlaw.net
- and -
Michael D. Warner, Esq.
COLE SCHOTZ MEISEL FORMAN & LEONARD PA
301 Commerce Street, Suite 1700
Fort Worth, TX 76102
Telephone: (817) 810-5250
Facsimile: (817) 810-5255
E-mail: mwarner@coleschotz.com
The Defendant is represented by:
Melissa S. Hayward, Esq.
Michael Peter Parmerlee, Esq.
FRANKLIN HAYWARD LLP
10501 N. Central Expressway, Suite 106
Dallas, TX 75231
Telephone: (972) 755-7104
Facsimile: (972) 755-7114
E-mail: MHayward@FranklinHayward.com
MParmerlee@FranklinHayward.com
A full-text copy of the March 10, 2015 Order is available at
http://bit.ly/1NaC8Bufrom Leagle.com.
About 1701 Commerce
1701 Commerce, LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on March
26, 2012. The Debtor also was the former operator of a Shula's
steakhouse at the Hotel.
1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential confusion relating
to an entity named Presidio Fort Worth Hotel LP, an unrelated and
unaffiliated partnership that was the former owner of the hotel
property owned by the Debtor.
1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.
Judge D. Michael Lynn presides over the bankruptcy case. The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.
804 CONGRESS LLC: Substitute Trustee Entitled to $210,000 Claim
---------------------------------------------------------------
On remand from the U.S. Court of Appeals from the Fifth Circuit,
Bankruptcy Judge Tony M. Davis held that 804 Congress, L.L.C.'s
objection to Greta Goldsby's claim is denied and Ms. Goldsby is
entitled to an unsecured claim for $210,250. The judge also held
that 804 Congress' objection to Wells Fargo's claim for attorney's
fees is granted.
A copy of the Judge's March 13, 2015 Memorandum Opinion is
available at http://is.gd/iadnNGfrom Leagle.com.
Debtor 804 Congress, L.L.C. borrowed money from Wells Fargo Bank,
N.A. to purchase an office building. The Debtor defaulted on the
loan and filed bankruptcy twice to fight off foreclosure. The
Debtor tried to sell the Property, but could not. After receiving
relief from the automatic stay in the Debtor's second bankruptcy
case, Wells Fargo directed the substitute trustee, Greta Goldsby,
to post the property for foreclosure once again. The Property was
sold during the foreclosure sale for $4,355,000. Since Wells
Fargo's claim was only $4,114,536, this left $240,464 in surplus
proceeds. The Deed of Trust securing the Property provided for the
recovery of Wells Fargo's reasonable attorney's fees and
collection costs, and for Ms. Goldsby to collect a commission of
five percent of the sales proceeds in the event of a foreclosure.
Since all creditors have been paid in full, the question before the
Bankrutpcy Court was, and is, whether the surplus will be applied,
in whole or in part, to the attorney's fees and the trustee's
commission, or paid to the Debtor.
804 Congress, LLC, formerly doing business as 804 Congress, LP,
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 10-12184) on
Aug. 3, 2010 in Austin. The Debtor is represented by Stephen W.
Sather, Esq., at Barron & Newburger, P.C. The Debtor scheduled
$7,002,265 in assets and $4,140,910 in liabilities.
ACG CREDIT: Wants Case Dismissal After SageCrest Deal Okayed
------------------------------------------------------------
ACG Credit Company II, LLC, asks the U.S. Bankruptcy Court to:
a) deny the U.S. Trustee's motion to convert its Chapter 11
case; and
b) deny the U.S. Trustee's motion to dismiss the case but enter
an order declaring that the case will be dismissed 91 days from the
date the Court enters an order approving the SageCrest settlement.
Alternatively, if the settlement is not approved, the Debtor
requests that the case be dismissed, not converted.
The Debtor states that in light of the Hahn Hessen and SageCrest
settlements (whether they are approved or not), dismissal of the
case is appropriate and in the best interests of creditors and the
estate. No creditor will be harmed by the dismissal requested by
the Debtor.
The Court, according to the Debtor, must therefore deny the motion
to the extent the motion seeks conversion of the case because
conversion would create a new layer of complexity which could
undermine the long and hard fought resolution.
As reported in the Troubled Company Reporter on Feb. 19, 2015,
Andrew R. Vara, Acting U.S Trustee for Region 3, said in his motion
to convert the Debtor's case to a case under Chapter 7, or,
alternatively, dismiss the Debtor's case that, among other things:
1. Ian Peck, the Debtor's principal, testified at the 11 U.S.C.
Sec. 341 meeting that the Debtor ceased making loans in 2008;
2. The Debtor owns no property, other than the accounts
receivable in connection with the $950,000 in outstanding loans,
the value of the counterclaims that the Debtor has asserted in the
Connecticut Action involving SageCrest, and certain other
collateral; and
3. According to the Debtor's monthly operating reports that the
Debtor has no incomes, and has had no income since the Petition
Date. As a result, the Debtor is unable to pay its chapter 11
administrative expenses as they come due.
In a separate filing, ACG Finance Company, LLC, Fine Art Finance,
LLC, Art Capital Group, LLC, Art Capital Group, Inc., ACG Credit
Company, LLC, and Ian S. Peck, joined in the response of the
Debtor.
The Other CT Counterparties are filing the joinder to preserve
their right to appear and present oral argument at any hearing on
the motion.
Other CT Counterparties is represented by:
Francis B. Majorie, Esq.
THE MAJORIE FIRM, LTD.
3514 Cedar Springs Road
Dallas, TX 75219
Tel: (214) 522-7400
Fax: (214) 522-7911
E-mail: fbmajorie@themajoriefirm.com
About ACG Credit Company II
New York-based ACG Credit Company II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17,
2014. The Debtor estimated $10 million to $50 million in assets
and $1 million to $10 million in liabilities. Ian Peck signed the
petition as director. Gellert Scali Busenkell & Brown, LLC, serves
as the Debtor's counsel.
ADVANTAGE FUND: PwC to Pay Dividends to Unit Holders
----------------------------------------------------
PricewaterhouseCoopers Advisory Limited, together with Advantage
(Bermuda) Fund Ltd. and VC Advantage (Bermuda) Fund Ltd., intends
to make a second and final dividend to unit holders.
Creditors whose claims have not yet been settle and unit holders
who did not receive the first interim dividend and who wish to
participate in the dividend are required to submit forms of proof
of debt before April 24, 2015, to PricewaterhouseCoopers Dorchester
House, 7 Church Street, Hamilton HM 11, Bermuda, or by email to
farai.gumede@bm.pwc.com
AFFIRMATIVE INSURANCE: Moody's Cuts IFR to 'Caa2', Outlook Neg
--------------------------------------------------------------
Moody's Investors Service downgraded the insurance financial
strength rating of Affirmative Insurance Company to Caa2 (negative
outlook) from Caa1. The rating will also be subsequently
withdrawn.
Moody's noted that the rating action follows the company's
continued poor profitability in 2014 which was partially caused by
adverse reserve development, and the resultant decline in statutory
surplus.
Moody's will be withdrawing the rating for its own business
reasons.
The following rating was downgraded and will be subsequently
withdrawn:
-- Affirmative Insurance Company - insurance financial strength
to Caa2 from Caa1.
Affirmative Insurance Company is the lead insurance operating
company for Affirmative Insurance Holding, Inc., and provides
non-standard personal automobile insurance to consumers in highly
targeted geographic markets. For 2014, Affirmative Insurance
Company reported total statutory net premiums earned of $96.8
million and a net loss of $51.3 million. As of Dec. 31, 2014, the
company's policyholders' surplus was $24.3 million.
The principal methodology used in this rating was Global Property
and Casualty Insurers published in August 2014.
ALLEGHENY TECHNOLOGIES: S&P Lowers CCR to 'BB+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Pittsburgh-based Allegheny Technologies
Inc. (ATI) to 'BB+' from 'BBB-'. The outlook is stable.
S&P lowered the rating on the company's senior unsecured notes to
'BB+' from 'BBB-'. S&P assigned a '3' recovery rating to the
senior unsecured debt, indicating S&P's expectation for meaningful
(lower half of the 50% to 70% range) recovery in the event of
payment default.
The downgrade reflects S&P's view that ATI's credit metrics will
remain more in line with expectations for a 'BB+' rating rather
than 'BBB-'. By year-end 2014, debt to EBITDA was 6x compared with
S&P's expectations that the company would achieve roughly 4.5x when
S&P revised the outlook to negative in early 2014. S&P revised
ATI's financial risk profile to "aggressive" from "significant,"
based on expected leverage and cash flow coverage ratios under
S&P's base-case forecast.
"We estimate debt to EBITDA and EBITDA interest coverage will be
about 4.5x and 3.0x, respectively, in 2015," said Standard & Poor's
credit analyst William Ferara.
ALVOGEN PHARMA: S&P Raises CCR to 'B'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pine Brook, N.J.-based Alvogen Pharma US Inc. to 'B' from
'B-'. The outlook is stable. At the same time, S&P assigned an
issue-level rating of 'B' to the $675 million secured term loan.
The recovery rating on the term loan is '4' indicating S&P's
expectation of modest recovery (30% to 50%; on the low end of the
scale) in the event of payment default.
"The upgrade is based on our belief that 2014 financial
performance, including leverage of less than 3x, will exceed our
base-case expectation," said Standard & Poor's credit analyst
Michael Berrian. S&P expects Alvogen's revenue growth and margin
expansion to remain higher than S&P's initial estimates due to
better-than-expected product performance, price increases, and
product mix. Although the debt issuance increases pro forma
leverage to about 4x, S&P do not expect Alvogen to tolerate
leverage in excess of 5x in pursuit of additional debt-financed
acquisitions to increase its scale or for shareholder-friendly
actions. In S&P's opinion, this is supported by a growing, but
still limited, portfolio of commercialized and pipeline generic
products that S&P expects will enable steady EBITDA growth.
The stable outlook reflects S&P's expectation that
high-single-digit to low-double-digit revenue growth will sustain
free cash flow generation and keep maximum leverage at or below
5x.
S&P could lower the rating if the company is unable to generate
growth from new products to offset revenue declines from product
competition. This would occur if revenue growth contracted to
about 7% (from S&P's expectation of low double digit), coupled with
a severe margin contraction, and result in leverage of 5x or more.
S&P views this as unlikely given the severe margin contraction that
would need to occur for this to happen. More likely, S&P could
lower the rating in the event of a debt-financed dividend or
acquisition that also increases leverage to more than 5x.
Incremental debt of more than $250 million over the next 12 to 18
months would contribute to this outcome.
A higher rating is unlikely over the next year. Despite recent
growth, Alvogen's scale remains limited, which prevents
consideration of a higher business risk assessment. Moreover, S&P
believes that financial sponsor ownership, and the likelihood of
additional debt-financed acquisitions, will keep leverage in the 4x
to 5x range over the next 12 to 18 months.
AMERICAN TIRE: S&P Assigns 'B-' Rating on Proposed $720MM Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
and '5' recovery ratings to Huntersville, N.C.-based American Tire
Distributors Inc.'s (ATD) proposed new $720 million senior secured
term loan due 2021, which will replace the company's existing $300
million and $420 million senior secured term loans due 2018. The
issue-level rating is one notch below the corporate credit rating.
The '5' recovery rating indicates S&P's expectation for modest
recovery at the high end of the range (10%-30%) for debtholders in
the event of a payment default.
ATD is also amending and extending its asset-backed lending (ABL)
facility, which S&P do not rate. S&P will withdraw ratings on the
existing term loans due 2018 on close of the proposed refinancing.
The 'B' corporate credit rating on ATD remains unaffected because
the transaction is leverage neutral, albeit with extension of debt
maturities at potentially more favorable pricing.
ATD is the largest wholesale distributor of passenger-car and
light-truck tires to the $37 billion U.S. replacement tire market.
S&P's view of ATD's business risk reflects the company's relatively
stable distribution model, and its financial risk reflects its
elevated debt leverage and subdued cash flow generation.
RECOVERY ANALYSIS
Key analytical factors for recovery:
-- S&P has completed a review of the recovery analysis, and the
recovery and issue-level ratings on the $855 million senior
subordinated notes are unchanged.
-- S&P has assigned a '5' recovery rating to the company's
proposed $720 million term loan, reflecting S&P's
expectation of modest recovery (10% to 30%, upper half of
range) because of its relative position to the ABL
revolvers.
-- S&P has valued the company on a going-concern basis using a
5.5x multiple of S&P's projected emergence EBITDA.
Simulated default and valuation assumptions (mil. $)
-- Simulated year of default: 2018
-- EBITDA at emergence: 190
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 7% admin. costs): 972
-- Valuation split in % (Obligors/Non-obligors): 90/10
-- Priority claims: 19
-- Collateral value available to secured creditors: 856
-- ABL revolver: 600
Recovery expectations: N/A
-- ABL FILO revolver: 82
Recovery expectations: N/A
-- Senior secured term loan: 723
Recovery expectations: 10% to 30% (upper half of range)
-- Senior subordinated notes: 899
Recovery expectations: 0% to 10%
Notes: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from non-obligors after non-obligor debt.
RATINGS LIST
American Tire Distributors Inc.
Corporate Credit Rating B/Stable/--
$720 mil. senior secured term loan due 2021 B-
Recovery rating 5H
APARTAMENTOS VELAZQUEZ: Case Summary & 3 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Apartamentos Velazquez, Inc.
1383 Glengary Drive
Glendale Heights, IL 60139
Case No.: 15-10684
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Carol A. Doyle
Debtor's Counsel: Joshua D. Greene, Esq.
SPRINGER BROWN, LLC
400 South County Farm Rd., Suite 330
Wheaton, IL 60187
Tel: 630-510-0000
Fax: 630-510-0004
Email: jgreene@springerbrown.com
Total Assets: $4.4 million
Total Liabilities: $4.75 million
The petition was signed by Jose L. Velazquez, president.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb15-10684.pdf
ATLANTIC CITY, NJ: Emergency Manager Doesn't Recommend Bankruptcy
-----------------------------------------------------------------
Lisa Allen, writing for The Deal, reported that the emergency
manager for the City of Atlantic City, N.J., has released a
turnaround plan for the beleaguered gaming town that doesn't
recommend a Chapter 9 bankruptcy filing but relies instead on
cost-cutting measures such as layoffs, debt refinancing measures
and mediation talks with unions and local casinos.
"[T]he acute financial distress facing the City is imminent and the
causes of such distress are not transitory," Emergency Manager
Kevin Lavin, formerly of advisory firm FTI Consulting Inc., said in
the report, The Deal cited. "Absent an urgent, material
realignment of revenues and expenses, this crisis will rapidly
deepen and will threaten the City's ability to deliver and maintain
essential government services impacting the health, safety and
welfare of its residents," The Deal further cited.
AUBURN TRACE: Gets Court Approval to Hire Duaby as Accountant
-------------------------------------------------------------
The Hon. Paul G. Hyman Jr. of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Auburn Trace Ltd. to employ
Kenneth Dennison and the firm Dauby, O'Connor & Zaleski, LLC as
accountant, nunc pro tunc to the Jan. 7, 2015.
As reported in the Troubled Company Reporter on Feb. 27, 2015,
Dauby O'Connor will prepare the Debtor's 2014 audit and the
Debtor's 2013 and 2014 tax returns.
For the professional services to be rendered to the Debtor's
estate, Dauby O'Connor has agreed to perform said services at its
standard flat fee rate of $8,000 to prepare the Debtor's 2014
audit, $2,600 to prepare the Debtor's 2013 and 2014 tax returns and
personal property returns.
Kenneth Dennison, CPA at Dauby O'Connor, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed
by Brian J. Hinners as president. The Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million. The case is assigned to Judge Paul G. Hyman, Jr. Bradley
S Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., serves as
the Debtor's counsel.
AUBURN TRACE: U.S. Trustee Won't Form Creditors' Committee
----------------------------------------------------------
The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors in the
Chapter 11 case of Auburn Trace.
Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed
by Brian J. Hinners as president. The Debtor disclosed $9.61
million in assets and $9.54 millionin liabilities as of the
Chapter 11 filing. The case is assigned to Judge Paul G. Hyman,
Jr. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau,
P.A., serves as the Debtor's counsel.
AWI DELAWARE: Has Until July 6 to Decide on Leases
--------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended the deadline of ADI Liquidation Inc.
fka AWI Delaware Inc. and its debtor-affiliates to assume or reject
unexpired leases of nonresidential property until July 6, 2015.
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.
AWI DELAWARE: Taps McGladery LLP to Provide Tax Services
--------------------------------------------------------
ADI Liquidation Inc., fka AWI Delaware Inc. and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for permission to employ McGladrey LLP to provide tax
preparation, tax consulting and additional support services to the
Debtors and audit and tax services for certain of the Debtors'
employee benefit plans.
A hearing is set for April 30, 2015 at 2:00 p.m. (EST) to consider
the Debtors' request. Objections, if any, are due April 3, 2015 at
4:00 p.m. (EST).
The firm will:
a) perform agreed upon procedures for annual cigarette tax
reporting for Maryland;
b) audit the financial statements of the Nell's Inc. Salary
Savings Plan, the AWI/White Rose Salary Savings Plan, the
AWI Bargaining Employees Salary Savings Plan and the Third
Restated DiGiorgio Retirement Plan, and preparing reports in
connection with same;
c) prepare various federal and state tax returns for each
Debtor, including Forms 5500 for the AWI Health and Welfare
Plan, the White Rose Non-Union Health Plan, the White Rose
Non-Union Life Insurance Plan and the White Rose Union
Health and Welfare Plan;
d) provide assistance with ongoing Pennsylvania and New
Jersey sales and use tax audits, a New York corporation
income tax audit and purchase price allocation issues; and
e) provide, upon request, and, as explained below, for an
additional fee, routine time-to-time tax consulting services
and such other services as may be requested by the Debtors.
The Debtor will compensate the firm is this manner:
a. Engagement Agreement for Maryland Cost of Doing Business
Taxes:
McGladrey's fees for this Service will be a flat fee of
$2,500 for each year, plus reimbursement of expenses. In
addition, in the event the Debtors require McGladrey to
prepare a report, such report will be billed at McGladrey's
standard hourly rates. The estimated fee for preparation of
this report is $3,000 per year.
b. Engagement Agreements for Audits of the Nell's Inc. Salary
Savings Plan, the AWI/White Rose Salary Savings Plan and the
AWI Bargaining Employees Salary Savings Plan:
McGladrey's fees for these Services will be a flat fee of
$15,000 per plan, plus reimbursement of out-of-pocket
expenses. In addition, the fee for performing auditing
services for the plans for the year ending Dec. 31, 2015
will be $15,500 per plan, plus reimbursement of out-of-
pocket expenses. These flat fees are subject to increase in
the event the Debtors, among other things, fail to timely
respond to inquiries or complete client assistance requests.
The fees for these Services will be paid by the Debtors'
estates to the extent such fees cannot be assessed against
the relevant salary savings plan.
c) Engagement Agreement for Audit of Third Restated DiGiorgio
Retirement Plan:
McGladrey's fees for this Service will be a flat fee of
$20,000, plus reimbursement of out-of-pocket expenses. In
addition, the fee for performing auditing services for the
Plan for the year ending Dec. 31, 2015 will be $21,000, plus
reimbursement of out-of-pocket expenses. These flat fees
are subject to increase in the event the Debtors, among
other things, fail to timely respond to inquiries or
complete client assistance requests. These fees will
further be paid by the Third Restated DiGiorgio Retirement
Plan.
d) Engagement Agreement for Tax Preparation and Consulting
Services:
McGladrey's fees for these Services will be as follows:
-- For the fiscal year ending Aug. 1, 2014, $54,000, plus
$3,300 for preparation of the Form 5500's.
-- For the fiscal year ending July 31, 2015, $56,000, plus
$3,500 for preparation of the Form 5500's.
The Debtors say they are also responsible for overhead charges
equal to 5% of McGladrey's fees for various expenses, including
computer charges, technology resources, photocopying, delivery,
clerical assistance and other administrative expenses.
The Debtors add they may further incur additional charges in
connection with miscellaneous tax consulting services, services
related to ongoing audits, adjustments to journal entries, purchase
price allocation issues and such other services as to the Debtors
may reasonably request. Fees for these Services will be based on
these hourly rates:
Designation Hourly Rate
----------- -----------
Partner $550
Senior Manager $360
Manager, SALT Services $350
Manager $315
Supervisor $260
Senior Associate $200
Associate $150
On Sept. 5, 2014, McGladrey received a pre-payment in the amount of
$116,800 from the Debtors for its Services. Pending this Court's
approval of this Application, and notwithstanding anything to the
contrary in the Engagement Agreements, McGladrey will apply this
payment to cover any fees incurred for Services rendered McGladrey
completes its Services, McGladrey will refund the unused portion of
the pre-payment to the Debtors.
The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
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.
BEAVERTON LUMBER: Files for Bankruptcy; Creditors Meeting April 9
-----------------------------------------------------------------
Beaverton Lumber Inc., located at 488 Mara Road, Beaverton,
Ontario, filed for bankruptcy on March 18, 2015, and the first
meeting of creditors will be held on April 9, 2015, at 10:00 a.m.,
at the office of Albert Gelman Inc. at 85 West Wilmot St., Unit 1
in Richmond, Ontario, in Canada.
BIG HEART: S&P Discontinues 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its issue-level and
recovery ratings and discontinued its corporate credit rating on
Big Heart Pet Brands.
S&P has discontinued its 'B' corporate credit rating on Big Heart
Pet Brands upon the completion of Smucker's acquisition of the
company on March 23, 2015. S&P is also discontinuing its 'B+' term
loan B issue-level rating and '2' recovery ratings and 'CCC+'
senior notes issue-level rating and '6' recovery ratings.
"Big Heart Pet Brands' outstanding debt has been repaid in full,
and the company's facilities are terminated," said Standard &
Poor's credit analyst Bea Chiem.
BLESSING INDUSTRIES: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Blessing Industries Prairieland, LLC 15-00365
500 Wadena Rd
Fayette, IA 52142
Prairieland Blessing Properties, LLC 15-00367
500 Wadena Road
Fayette, IA 52142
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Northern District of Iowa (Waterloo)
Debtors' Counsel: Ronald C. Martin, Esq.
DAY RETTIG PEIFFER, P.C.
P. O. Box 2877
Cedar Rapids, IA 52406-2877
Tel: 319-365-0437
Fax: 319-365-5866
Email: ronm@drpjlaw.com
- and -
Joseph A. Peiffer, Esq.
PO Box 2877
Cedar Rapids, IA 52406-2877
Tel: 319-365-0437
Email: joep@drpjlaw.com
Estimated Estimated
Assets Liabilities
---------- -----------
Blessing Industries $1MM-$10MM $1MM-$10MM
Prairieland Blessing $1MM-$10MM $1MM-$10MM
The petitions were signed by Kayleen Schott, controller.
A list of Blessing Industries' 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ianb15-00365.pdf
BPZ RESOURCES: Has Until April 22 to File Schedules
---------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, Victoria Division, extended until April 22,
2015, the time by which BPZ Resources, Inc., must file its
schedules of assets and liabilities and statement of financial
affairs.
About BPZ Resources
BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ
Resources, Inc., under ticker symbol BPZ on the New York Stock
Exchange and the Bolsa de Valores in Lima, is an independent oil
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru. BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes,
Peru, and Quito, Ecuador.
BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is
pending before the Honorable David R. Jones.
The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.
The Debtor disclosed total assets of $364 million and debt of
$275 million.
BPZ RESOURCES: Seeks to Impose Equity Trading Protocol
------------------------------------------------------
BPZ Resources, Inc., seek authority from the U.S. Bankruptcy Court
for the Southern District of Texas, Victoria Division, to enforce
the automatic stay by implementing narrowly tailored procedures
intended to preserve an approximate $162.7 million in net operating
losses and certain other tax attributes, which are valuable assets
of the Debtor's estate.
In order to avoid unrestricted trading of, and claims of
worthlessness with respect to, BPZ Equity Securities, which could
severely limit or even eliminate the Debtor's ability to utilize
its tax attributes, the Debtor proposes that any entity who
currently is or becomes a Substantial Shareholder must file with
the Court a declaration of that status one or before the later of:
(i) 30 calendar days after the date of the Notice of order, and
(ii) 10 calendar days after becoming a Substantial Shareholder.
A "Substantial Shareholder" is any entity that has Beneficial
Ownership of at least 5.3 million shares of BPZ's common stock
(representing approximately 4.5% of all issued and outstanding
shares).
About BPZ Resources
BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ
Resources, Inc., under ticker symbol BPZ on the New York Stock
Exchange and the Bolsa de Valores in Lima, is an independent oil
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru. BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes,
Peru, and Quito, Ecuador.
BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is
pending before the Honorable David R. Jones.
The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.
The Debtor disclosed total assets of $364 million and debt of
$275 million.
BR FESTIVALS: Payment to J. Johnson Is Avoidable, Court Rules
-------------------------------------------------------------
Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California entered a memorandum after trial
agreeing with BR Festivals, LLC that the payment made to Jason W.
Johnson is avoidable.
The adversary proceeding is styled BR Festivals, LLC v. Jason W.
Johnson, et al., Case No. 14-1024.
The Debtor was formed in December 2012, to stage an outdoor music
festival in Napa, California, known as "Bottlerock," from May 9 to
13, 2013. Defendant Jason W. Johnson was an original manager and
35% owner, having contributed $1 million in cash. The other two
managers were Robert Vogt, who resigned in 2013, and Gabriel
Meyers.
The operating agreement provided that if BR Festivals needed cash,
Mr. Johnson had the first right to loan it funds, on an unsecured
basis, with interest at 10%. On January 22, 2013, he exercised
this right by loaning BR Festivals $1 million. The operating
agreement gave BR Festivals the right to buy out Mr. Johnson for $2
million any time before April 30, 2013. If BR Festivals exercised
this right, it was also obligated to repay any loans it owed to Mr.
Johnson, with accrued interest.
Believing that Bottlerock would be a financial success, Messrs.
Vogt and Meyers decided to exercise the option to buy out Mr.
Johnson, even though it would cost BR Festivals $1 million more
than Mr. Johnson had contributed. They found two new investors,
who agreed to invest a total of $3 million in the form of a note
for $3 million secured by all assets of BR Festivals. In return
for the loan, the new investors were given an immediate 10%
membership interest in BR Festivals and the right to convert the
note into additional membership interest if it was not paid in full
by May 31, 2013. The note provided that "The Company shall use the
proceeds of the Note to pay off the consideration due to Jason
Johnson and return his Membership Interest to the Company within
one day of funding."
On April 29, 2013, the new investors wired a total of $3 million to
BR Festivals. Later that day, BR Festivals wired $3,025,849 to Mr.
Johnson's wholly-owned corporation, Defendant DeVille Enterprises,
Inc. This sum represented his original $1 million investment, the
$1 million additional buyout price, the $1 million loan, and
$25,849 in accrued interest. Immediately after the transfer, BR
Festivals had $662,681 in cash in its account at Chase Bank,
$50,000 in receivables and $5,038,526 in prepaid performers' fees,
all of which became collateral of the new investors.
When all the dust settled after Bottlerock was over, it became
clear that BR Festivals had lost at least $6 million and was
insolvent. The Debtor filed its Chapter 11 petition on Feb. 5,
2014, and has been a debtor in possession since that date.
By this adversary proceeding BR Festivals, as a Chapter 11 debtor
in possession entitled to exercise the rights of trustee by virtue
of Section 1107(a) of the Bankruptcy Code, seeks to recover the
$3,025,849 from Mr. Johnson. The Debtor alleges that the transfer
was avoidable as either a preference or a fraudulent transfer and
is recoverable under California law forbidding certain payments to
insiders by an insolvent entity.
Judge Jaroslovsky opines that a simple reading of Section 547(b) of
the Bankruptcy Code makes the $1 million loan repayment to Mr.
Johnson avoidable. Judge Jaroslovsky notes that BR Festivals paid
Mr. Johnson, an insider, $1,025,849 on account of a pre-existing
debt at a time when it was insolvent and within one year of
bankruptcy. Judge Jaroslovsky explains that payment allowed Mr.
Johnson to be paid in full while ordinary creditors stand to
recover very little. However, he says, the Court must consider the
Earmarking Doctrine in determining if the transfer is avoidable.
The Court finds that BR Festivals has proved all of the elements of
a preference as to the repayment of Mr. Johnson's $1 million loan
and that the Earmarking Doctrine does not insulate the preference
from avoidance because the new lender took collateral having a
value in excess of the repayment. The Court further finds that Mr.
Johnson has not met his burden as to any affirmative defense.
Accordingly, the loan repayment to Johnson of $1,025,849 will be
avoided and recovered by BR Festivals.
Because the assets of BR Festivals were encumbered to finance the
payment to Mr. Johnson, the Court says, the Earmarking Doctrine
does not afford Johnson an escape from avoidance. He received a
preferential payment of $1,025,849 and the other $2 million he
received was constructively fraudulent as to BR Festivals, Judge
Jaroslovsky rules.
Accordingly, BR Festivals will have judgment against Mr. Johnson as
prayed, including interest from and after April 29, 2013.
A full-text copy of the March 11, 2015 Memorandum is available at
http://bit.ly/19gwSwMfrom Leagle.com.
About BR Festivals
BR Festivals, LLC sought Chapter 11 bankruptcy protection in
California (Bankr. N.D. Cal. Case No. 14-10175) on February 5,
2014. The case was assigned to Hon. Alan Jaroslovsky.
The Debtor was organized to promote a music concert lasting several
days in Napa, California.
CAL DIVE: March 30 Hearing on Bid to Pay Critical Vendors
---------------------------------------------------------
At a hearing on March 30, 2015, Cal Dive International, Inc., will
ask the U.S. Bankruptcy Court for the District of Delaware for
approval to pay, in their discretion, their prepetition obligations
to certain vendors, suppliers, service providers, and similar
entities that provide goods or services critical to the ongoing
operation of the Debtors' businesses in an amount not to $8,700,000
on a final basis.
To identity the critical vendors, the Debtors thoroughly analyzed
their suppliers and service providers, along with the needs of
their businesses during the Chapter 11 cases. The Debtors will
condition payment to critical vendors on the vendors' agreement to
continue providing supplies or services to the Debtors in
accordance with trade terms consistent with those practices and
programs in place in the 12 months prior to the Petition Date.
The Debtors earlier obtained interim approval to pay the critical
vendor claims in an amount not to exceed $2.6 million.
About Cal Dive International
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.
Cal Dive had decided not to pay $2.2 million in interest due Jan.
15, 2015, on its 5.00% convertible senior notes due 2017.
Cal Dive and its U.S. subsidiaries filed simultaneous voluntary
petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3,
2015. Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.
Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
CALUMET SPECIALTY: Moody's Rates Proposed $325MM Notes 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Calumet Specialty
Products Partners, L.P.'s proposed $325 million senior unsecured
notes issue. Calumet's other ratings including its B1 Corporate
Family Rating are unchanged and the outlook remains stable.
The proceeds of the proposed notes together with a portion of the
net proceeds of the recently completed $157 million equity issuance
will be used to redeem the partnership's $275 million outstanding
9.625% notes due 2020 and to repay revolver borrowings.
"Moody's expects Calumet's leverage and distribution coverage to
improve in 2015 from very weak levels in 2014," said James Wilkins,
Moody's Vice President. "With no major turnarounds in 2015 and with
two capital projects reaching completion and beginning to ramp up,
Moody's expect financial metrics to improve toward levels more
reflective of its B1 Corporate Family Rating (CFR). Moody's expect
the partnership to hold distributions flat as it brings leverage
and distribution coverage back in line with its targets of less
than 4x and at least 1.2x, respectively."
The B2 rating on Calumet's senior unsecured notes reflects the
company's B1 CFR and their subordination to a Collateral Trust
Agreement and a $1 billion secured revolving credit facility, with
a borrowing base of $576 million as of December 31, 2014. The size
of the potential senior secured and other structurally superior
claims relative to the unsecured notes results in the notes being
rated one notch beneath the B1 CFR under Moody's Loss Given Default
Methodology. The revolver is secured by accounts receivable and
inventory. The Collateral Trust Agreement covers all of Calumet's
secured hedging counterparties, and pledges all of Calumet's
assets, excluding the revolving credit facility collateral.
Physical commodity forward contracts secured under the Collateral
Trust Agreement have been limited to $100 million. However, there
is no limit on financially settled commodity hedging instruments.
Calumet's B1 CFR reflects the partnership's operational and
geographic diversity, relative stability gained from its downstream
specialty products, and access to advantaged feedstock for its
refining business. Calumet's rating is constrained by its exposure
to transportation fuels produced in its refinery business, which
are inherently more volatile and cyclical product lines than those
in its downstream specialty products segment. The rating also
considers Calumet's corporate structure as a master limited
partnership (MLP), which entails sizeable distributions to unit
holders that increase over time. Finally, the rating considers
ongoing event risk (and related financing and integration risk)
from acquisitions, which are expected to remain an important part
of Calumet's growth strategy, and, as with the 2014 Anchor
acquisition, may represent a branch into new businesses with which
the company is not familiar. Moody's expects future acquisitions to
be adequately funded by equity.
Calumet's hybrid business profile differentiates it from other high
yield refining and marketing companies, because it provides a
material portion of gross margin from non-transportation fuels
business (the "specialty products" segment), which tends to be more
stable and grow in line with the broader economy. Calumet's
specialty business has characteristics similar to some chemical
companies that tend to have a smaller scale and higher leverage
than Calumet, but better margins. This attribute makes Calumet's
leverage target of less than 4x appropriate for its ratings
profile, whereas the same target would be too high for a pure-play
refining and marketing company at the B1 CFR.
The stable rating outlook assumes that leverage and distribution
coverage will improve in 2015. The rating could be downgraded if
leverage fails to return to the 4x level and distribution coverage
is below 1x. A rating upgrade is unlikely absent greater scale and
leverage sustainably below 3.5x and distribution coverage above
1.2x.
The principal methodology used in this rating was Global Refining
and Marketing Rating Methodology published in December 2009. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Calumet Specialty Products Partners, L.P. is a publicly traded
Master Limited Partnership (MLP) headquartered in Indianapolis,
Indiana.
CALUMET SPECIALTY: S&P Rates $325 Million Sr. Unsecured Notes 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level and '4' recovery ratings to Calumet Specialty Products
Partners L.P.'s $325 million senior unsecured notes due 2023. The
'4' recovery rating indicates S&P's expectation of average (30% to
50%) recovery of principal if a payment default occurs. S&P's
recovery expectations are in the lower half of the range.
The partnership intends to use net proceeds, together with a
portion of the net proceeds from its recent equity offering, to
fund the redemption of the $275 million aggregate principal amount
of the existing notes maturing 2020, to repay outstanding
borrowings on the revolving credit facility, and for general
partnership purposes.
Indianapolis, Ind.-based Calumet specializes in refining and
distributing specialty hydrocarbon and fuel products across the
U.S. S&P's corporate credit rating is 'B+' and the outlook is
negative.
RATINGS LIST
Calumet Specialty Products Partners L.P.
Corp credit rating B+/Negative/--
New Ratings
$325 mil sr unsecd notes due 2023 B+
Recovery rating 4L
CANDLER VISTA: S&P Lowers Rating on 2005 Revenue Bonds to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on De Kalb
County Housing Authority, Ga.'s (Creekside Vista Apartments
project) series 2005 multifamily housing revenue bonds, issued for
Candler Vista Apartments L.P., 19 notches to 'D' from 'AA+'.
This action reflects Standard & Poor's view of a bond payment
default that occurred on March 1, 2015. Since the default
occurred, Standard & Poor's has made repeated requests to obtain
information regarding the bond payment default. As of March 25,
2015, these requests have not been honored. This represents a
violation of the trust indenture, which requires that notification
of an event of default be submitted to Standard & Poor's or to the
bondholders.
"Based on this breach of disclosure, as well as additional
information obtained on March 20, 2015, this rating action reflects
our view of the bonds' current status," said Standard & Poor's
credit analyst Mikiyon Alexander. "We will continue to request
information from the trustee, U.S. Bank National Assn., and
disclose any actions taken to remedy the default as they become
available.
Creekside Vista Apartments is a federally subsidized multifamily
housing complex located in Decatur, Ga.
CLEAN DIESEL: BDO USA LLP Express Going Concern Doubt
-----------------------------------------------------
Clean Diesel Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2014.
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 negative cash flows
from operations since inception, resulting in an accumulated
deficit of $191.1 million as of December 31, 2014.
The Company reported a net loss of $9.34 million on $41.2 million
in revenue for the year ended Dec. 31, 2014, compared to a net loss
of $7.1 million on $51.8 million of revenues in the same period
last year.
The Company's balance sheet at Dec. 31, 2014, showed $28.3 million
in total assets, $21.4 million in total liabilities, and
stockholders' equity of $6.99 million.
A copy of the Form 10-K is available at:
http://is.gd/cyIFpp
Oxnard, Calif.-based Clean Diesel Technologies, Inc. (NASDAQ:
CDTI) -- http://www.cdti.com/-- is a global manufacturer and
distributor of heavy duty diesels and light duty vehicle emissions
control systems and products to automakers and retrofitters. The
Company operates in two segments: Heavy Duty Diesel Systems
division and Catalyst division. The Company's Heavy Duty Diesel
Systems division specializes in the design and manufacture of
verified exhaust emissions control solutions. Its Catalyst
division produces catalyst formulations to reduce emissions from
gasoline, diesel and natural gas combustion engines.
COMMUNITY HOME: Parties Say Facio & Canas Will Duplicate Services
-----------------------------------------------------------------
Edwards Family Partnership and Beher Holdings Trust, creditors and
parties-in-interest in the Chapter 11 case of Community Home
Financial Services, Inc., responded to the trustee's application to
employ Facio & Canas as special counsel.
Kristina M. Johnson, the Trustee, asks for permission to employ
Facio & Canas as special counsel nunc pro tunc to Dec. 15, 2014.
EFP and BHT said that they are also creditors of William D.
Dickson, the president of the Debtor. EFP and BHT have retained
counsel in Costa Rica to pursue claims against Mr. Dickson down
there. EFP and BHT believe it would be in the best interest of the
estate and all parties if the Trustee defers retention of
additional counsel whose efforts would duplicate the efforts of EFP
and BHT's Costa Rican counsel. They say deferral would avoid
unnecessary duplication of legal expenses, all of which will be
paid out of EFP and BHT's funds.
EFP and BHT are represented by:
Jim F. Spencer, Jr., Esq.
Stephanie M. Rippee, Esq.
WATKINS & EAGER PLLC
P.O. Box 650
Jackson, MS 39205-0650
Tel: (601) 965-1900
Fax: (601) 965-1901
E-mail: jspencer@watkinseager.com
srippee@watkinseager.com
About Community Home
Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
The petition was signed by William D. Dickson, president.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers. CHFS operates from one central location providing
financing through its dealer network throughout 25 states, Alabama,
Delaware, and Tennessee. The Debtor scheduled $44.9 million in
total assets and $30.3 million in total liabilities. Judge Edward
Ellington presides over the case.
The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter
11 counsel. Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq., in
Jackson, Miss. In 2013, the Debtor sought to employ David Mullin,
Esq., at Mullin Hoard & Brown LLP, as special counsel.
On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
Trustee for the Debtor. Jones Walker LLP serves as counsel to the
Chapter 11 trustee, while Stephen Smith, C.P.A., acts as
accountant.
* * *
On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013.
In the first quarter of 2014, the Court entered an order holding
in abeyance the (i) confirmation of the Debtor's Chapter 11 Plan;
and (ii) the objection and amended objection to the confirmation of
Plan pending further Court order.
COMPASS MINERALS: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Overland Park, Kan.-based Compass Minerals International
Inc. to positive from stable. In addition, S&P affirmed all its
ratings on the company, including its 'BB+' corporate credit
rating.
The outlook revision reflects the company's strengthening financial
risk profile, which has benefited from solid performance in both
its salt and plant nutrition business segments.
"The positive outlook reflects our view that overall operating
results will continue to improve over the next year," said Standard
& Poor's credit analyst Chiza Vitta. "The rating incorporates our
expectation that EBITDA could decline slightly in 2015, due to
softening demand conditions. However, we expect Compass will
maintain a debt to EBITDA ratio below 2x and adequate liquidity."
S&P could revise the outlook back to stable if end market demand
were to severely weaken resulting in a decline in EBITDA, such that
debt to EBITDA were to exceed 2x on a sustained basis. In
addition, S&P could revise the outlook if the company is unable to
fund its capital spending without adding significant debt.
S&P could raise the rating if the company continues to sustain its
credit measures particularly through a lower demand winter weather
environment. S&P would also consider an upgrade if, in addition to
maintaining current credit measures, free cash flow measures
improve such that discretionary cash flow (operating cash flow less
capital spending and dividends) to debt exceeds 15%.
CONSOL ENERGY: Moody's Assigns B1 Rating on $650MM Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CONSOL Energy
Inc.'s proposed new $650 million senior unsecured notes. At the
same time, Moody's affirmed all existing ratings, including the
corporate family rating (CFR) of Ba3, probability of default rating
(PDR) of Ba3-PD, and the B1 rating on the existing senior unsecured
notes. The speculative grade liquidity rating was affirmed at
SGL-3. The ratings outlook was changed to stable from negative.
The proceeds of the issuance, along with a revolver draw, are
expected to be used to refinance $1.2 billion in existing debt,
including all of the company's existing senior notes due 2020 and a
portion of the senior notes due 2021. The company has obtained a
$600 million term loan commitment, which may be used to repay
amounts borrowed under the revolver, to the extent that the company
is unable to raise sufficient funding through an initial public
offering of interests in its coal assets later in 2015.
Issuer: CONSOL Energy Inc.
-- Corporate Family Rating (Local Currency), Affirmed Ba3
-- Probability of Default Rating, Affirmed Ba3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
-- Senior Unsecured Regular Bond/Debenture (Local Currency),
Affirmed B1, LGD4
-- Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned B1, LGD4
-- Outlook, Changed To Stable From Negative
The change in outlook reflects the company's improved performance
over the past twelve months, with Debt/ EBITDA, as adjusted,
declining to 4.1x at December 31, 2014 from 5.3x a year before, as
its natural gas business ramped up production. The company's gas
division produced 236 net Bcfe in 2014 compared to 172 net Bcfe in
2013 and in 2014 contributed roughly half of consolidated EBITDA,
up from roughly third in 2013. We expect continued improvement in
metrics as the gas division continues to grow, in spite of the
headwinds facing both natural gas and coal businesses. We expect
that the company will continue to generate negative free cash flows
in the next twelve to eighteen months, due to low natural gas
prices (in $3.00 - $3.50 range), substantive capital investments in
the gas division (budgeted at roughly $920 million in 2015), and
persistently weak metallurgical coal prices. Nevertheless, we
expect Debt/EBITDA to trend below 4.0x over the next eighteen
months.
CONSOL's Ba3 CFR continues to reflect CONSOL's efficient, high
quality coal assets in the Northern Appalachian coal basin,
meaningful metallurgical (met) coal production, sizable and growing
presence in the gas business, large reserves of coal and natural
gas, and the stability provided by its long-term thermal coal
agreements and natural gas hedging program. The ratings are
stressed by substantive capital investment needs at the gas
division, coal industry headwinds coupled with persistently low
natural gas prices, as well as the uncertainties surrounding the
MLP structure contemplated for the thermal coal business.
The B1 rating on the unsecured notes reflects their position in the
capital structure with respect to collateral, behind the $2 billion
secured revolver.
The speculative grade liquidity of SGL-3 reflects our expectation
that CONSOL will have adequate liquidity, including $177 million in
cash at December 31, 2014 and $1.1 billion available under the
revolver pro-forma for the proposed refinancing.
The ratings could be upgraded if Debt/EBITDA, as adjusted, were
expected to be maintained at around 3x on a sustained basis and the
company was able to maintain break even free cash flows.
CONSOL's ratings could come under pressure if Debt/EBITDA exceeds
4.5x on a sustained basis, debt to capital ratio approaches 65%, or
if liquidity deteriorates.
CONSOL Energy Inc. (CONSOL) is a major diversified fuel producer in
the Eastern US, engaged in production of natural gas and thermal
and metallurgical coal. CONSOL controls approximately 6.8 Tcfe of
proved natural gas reserves and 3.2 billion tons of coal reserves
in Northern and Central Appalachia. In 2014 the company generated
close to $3.5 billion in revenues.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.
CONSOL ENERGY: S&P Rates Proposed $650MM Sr. Unsecured Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating (the same as the corporate credit rating) to
Canonsburg, Pa.-based Consol Energy Inc.'s proposed $650 million
senior unsecured notes due 2023. S&P assigned the notes a '3'
recovery rating, which indicates its expectation for meaningful
(50% to 70%; upper end of the range) recovery in the event of a
payment default. S&P expects proceeds to contribute to the
refinancing of all of the existing 8.250% senior notes due 2020 and
all or a portion of the 6.375% senior notes due 2021. The
corporate credit rating remains 'BB' with a stable outlook.
The ratings on Consol reflect S&P's view of the company's business
risk profile as "fair" and financial risk profile as "significant."
S&P estimates that debt to EBITDA will average less than 4x during
the next few years and the company will maintain adequate levels of
liquidity. Consol recently announced its intention to pursue
initial public offerings for its thermal and metallurgical coal
operations. The extent to which these transactions may affect
S&P's ratings on Consol is unclear at this time. S&P will revisit
its analysis and ratings as details emerge.
Ratings List
Consol Energy Inc.
Corporate Credit Rating BB/Stable/--
New Rating
Consol Energy Inc.
$650 mil sr unsecd notes due 2023 BB
Recovery Rating 3H
CREDIT ACCEPTANCE: S&P Assigns 'BB' Rating on $250MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' issue
rating on Credit Acceptance Corp.'s (CAC) proposed $250 million
senior unsecured notes. CAC will use the net proceeds from the
proposed notes for general corporate purposes. In accordance with
S&P's criteria, it rates the notes in line with its 'BB' issuer
credit rating on CAC because the company's unencumbered assets are
well in excess of its unsecured debt and its secured recourse debt
makes up a fairly small portion of its balance sheet.
Pro forma for the new notes and securitization financing that the
company completed in the first quarter of 2015, S&P expects
leverage (as measured by debt to adjusted total equity) to approach
3.0x but to come back down between 2.5x-2.75x by midyear 2015 as
the company builds equity by retaining earnings. Under S&P's
criteria, it typically considers leverage of 1.5x-2.75x as
"strong." If the company unexpectedly fails to reduce leverage to
2.75x or below, S&P could consider lowering the rating.
S&P's ratings on CAC reflect the firm's concentration in subprime
auto lending, dependence on wholesale funding markets, and
concentrated ownership. The company's low leverage, strong
profitability, and well-established business model mitigate these
weaknesses.
RATINGS LIST
Credit Acceptance Corp.
Issuer Credit Rating BB/Stable/--
New Rating
Credit Acceptance Corp.
Senior unsecured
$250 mil notes BB
CROSSROADS CHARTER: S&P Lowers 2012 Rev. Bonds Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long term rating to
'BB' from 'BB+' on Crossroads Charter Academy, Mich.'s (the
academy) series 2012 public school academy revenue bonds and series
2007 revenue bonds. The outlook is negative.
"The lowered rating reflects our view of fiscal 2014 operating
performance and maximum annual debt service coverage, which is no
longer in line with medians at the higher rating and has
subsequently decreased days cash on hand," said Standard & Poor's
credit analyst Jessica Matsumori. "The negative outlook reflects
our expectation that further deterioration of enterprise and
financial profile is possible with an additional decline in fall
2014 enrollment levels, which are expected to lead to another
deficit in fiscal 2015, combined with no wait list and unfavorable
demographics in the area, which could lead to further decreases in
enrollment in the upcoming year," Ms. Matsumori added.
Crossroads Charter Academy is a charter school in Big Rapids, Mich.
that serves students in grades K through 12.
DAEBO INT'L: Court Issues Provisional Injunction Order
------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York signed an order granting Daebo
International Shipping Co. Ltd. provisional relief pending hearing
on the company's petition for recognition as a foreign main
proceeding.
Pursuant to Judge Wiles' order, all persons and entities are
enjoined from, among other things, securing or executing against
any asset or property of the Company or taking any actions to
undertake the enforcement in the United States of any judicial,
quasi-judicial, administrative or regulatory judgment, assessment
or order or arbitration award against the Petitioner, the Company
or its property.
Judge Wiles ruled that the cargo aboard the M/V Daebo Trader may be
inspected by a neutral third party with the agreement of the
Chang-Jung Kim, the custodian and foreign representative, which
will not be unreasonably withheld, the cost of which will be borne
by the party requesting the survey or as otherwise agreed.
Gavilon Grain LLC and Gavilon China (HK) Ltd., parties claiming an
interest in the cargo aboard the M/V Daebo Trader, may seek to
alter the automatic stay relief on an expedited basis via order to
show cause on notice to all parties.
The Order remains in effect pending a hearing and entry of a final
order, which hearing will be scheduled to commence on April 24,
2015, at 10:00 a.m.
SPV I LLC, Richardson Stevedoring & Logistics Services, Inc., and
Jaldhi Overseas Pte. Ltd. (collectively, the "Rule B Claimants"),
American Marine Services, Inc.,
The Rule B Claimants do not challenge the provisions of the
proposed provisional relief order, but vigorously object to the
unprecedented and unsupporable "vacatur" relief the Petitioners
Seek with respect to the vessel M/V Daebo Trader pursuant to
Section 1519 of the Bankruptcy Code. AMS adopts the other Rule B
Claimants' arguments except those contending that the subject
vessel does not belong to Daebo and that Daebo is a nominally named
defendant over whom the United States District Court for the
Eastern District of Louisiana does not have quasi in rem
jurisdiction because Daebo does not have property in that
District.
The Rule B Claimants are represented by:
Warren E. Gluck, Esq.
Barbra R. Parlin, Esq.
Duvol M. Thompson, Esq.
HOLLAND & KNIGHT LLP
31 West 52nd Street
New York, NY 10019
Tel: (212) 513-3200
Fax: (212) 385-9010
Email: warren.gluck@hklaw.com
barbra.parlin@hklaw.com
duvol.thompson@hklaw.com
AMS is represented by:
Brandon K. Thibodeaux, Esq.
FRILOT, LLC
1100 Poydras Street, Suite 3800
New Orleans, LA 70163
Tel: (504) 599-8253
Fax: (504) 599-8110
E-mail: bthibodeaux@frilot.com
About Daebo International
Based in Seoul, Korea, Daebo International Shipping Co., Ltd.,
engages in the marine cargo transport business and also acts as an
international shipping agency providing marine cargo
transportation forwarding, ship management, and combined transport
agency and trading to its customers. The company operates bulk
carriers as its cores business.
Then operating 19 vessels, Daebo had revenue of about $143 million
in 2013 and $140 million in 2014. Key customers include KEPCO,
Malaysia Electric Power Company, SeAH Steel Corp. and Hanwha
Chemical, for which the Company transports coal, steel products
and salt.
On Feb. 11, 2015, Daebo filed an application for commencement of
rehabilitation proceedings under the Korean Rehabilitation and
Bankruptcy Act pending before the Seoul Central District Court
(Case No. 2015 10036 Rehabilitation).
Daebo filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case
No. 15-10616) on March 16, 2015, in Manhattan, in the United
States to seek recognition of its proceedings in Korea. The case
is assigned to Judge Michael E. Wiles. Chang-Jung Kim, the
custodian and foreign representative, signed the petition. Blank
Rome LLP, in Philadelphia, serves as counsel to the Debtor.
DETROIT PUBLIC: Moody's Lowers Issuer Rating to 'Caa1'
------------------------------------------------------
Moody's Investors Service downgraded to Caa1 from B3 the implied
general obligation unlimited tax (GOULT) issuer rating of Detroit
Public Schools (DPS), MI. Outstanding long-term debt consists of
$1.5 billion of GOULT bonds, $299 million of state aid revenue
bonds, and a $165 million obligation to the State of Michigan's
School Loan Revolving Fund (SLRF).
The Caa1 issuer rating incorporates continued fiscal stress as
indicated by significant growth in the district's accumulated
operating fund balance deficit in fiscal 2014 and ongoing declines
in enrollment that pressure operating revenue and the district's
capacity to reverse the negative operating trend. The rating also
considers the weak economic profile of the City of Detroit (B3
stable), the district's substantial debt burden, and an operating
budget constrained by high fixed costs. Absent enrollment and
revenue growth, fixed costs will comprise a growing share of the
district's annual financial resources and potentially stress the
sufficiency of year-round cash flow.
The negative outlook reflects our expectation that sustained
financial stress, elevated leverage, and economic challenges will
continue to exert pressure on the district's underlying credit
profile.
What could make the rating go up:
- Sustained reversal of the negative operating trend that
reduces the district's accumulated operating fund balance
deficit
What could make the rating go down:
- Heightened risk of cash flow insufficiency given statutory
limits on short-term borrowing
- Indications that district leadership may recommend filing for
protection under Chapter 9 of the US Bankruptcy Code
Detroit Public Schools serves an estimated 47,500 students within
the City of Detroit.
The district's GOULT bonds are secured by the authorization and
pledge to levy a tax unlimited as to rate and amount to pay debt
service. Repayment of the district's SLRF obligation also benefits
from an unlimited tax pledge. The district's state aid revenue
bonds are secured by a pledge of state aid paid directly by the
state treasurer to the trustee. The state aid revenue bonds are
also a general obligation of the district, but repayment does not
benefit from a dedicated property tax levy.
The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.
DIOCESE OF HELENA: Gets Court Approval to Sell Legendary Lodge
--------------------------------------------------------------
Montana's Roman Catholic Diocese of Helena received court approval
to sell a real property to The Foundation for the Diocese of
Helena.
Judge Terry Myers of U.S. Bankruptcy Court for the District of
Montana approved the sale of the property known as the Legendary
Lodge for $3.585 million.
Legendary Lodge is a recreational and religious retreat located on
Salmon Lake, in Missoula County, Montana. The Helena diocese
acquired the property in 1950.
Under the sale agreement, the foundation will buy the property and
lease it back to the diocese so that the latter can continue to
operate the Legendary Lodge after the sale.
The foundation will get the funds to purchase the property through
donations and a $1.7 million loan from Opportunity Bank. St.
Francis of Assisi Parish has also agreed to provide $1 million to
fund the purchase of the property.
Proceeds from the sale will be used to fund trusts for the benefit
of victims of sexual abuse by clergy, and to pay administrative
expenses of the diocese's bankruptcy case, according to court
filings.
About the Diocese of Helena
The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection under
Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more
than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont.
Case No. 14-60074) was filed in Butte, Montana.
Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.
Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.
The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million. The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.
The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors. The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.
The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage of
legislation that revives such claims.
* * *
Under the Diocese's plan, which was negotiated between the church
and its official committee representing clergy-abuse victims, the
church will contribute $2 million to a victims' fund, while seven
insurance companies will contribute $14.4 million to the fund in
return for ending their liability under policies they issued years
ago. The report said the church's portion will come from a $3.5
million loan to be secured by the diocese's real estate. General
unsecured creditors, whose claims are estimated to total less than
$1 million, will be paid in full.
DOLAN COMPANY: Judge Extends Deadline to Remove Suits to May 17
---------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has given The Dolan Company
until May 17, 2015, to file notices of removal of lawsuits
involving the company and its affiliates.
About The Dolan Company
Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business information
to the legal, financial and real estate sectors.
The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014. The Company has said it expects to
emerge from bankruptcy within two months.
Judge Brendan L. Shannon oversees the cases. Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and Kurtzman
Carson Consultants, LLC, serves s noticing and balloting agent.
Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also
serves as advisors.
Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013. The petitions were signed by Vicki
J. Duncomb, authorized signatory.
Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.
Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.
On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that sets
forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.
The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities. Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company. Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.
The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million. The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility. The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan. After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.
The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.
Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz,
Esq.
An Official Committee of Equity Security Holders is represented by
Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B.
Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts.
The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.
Dolan Company and its subsidiaries on June 12 disclosed that they
have emerged from chapter 11 only 81 days after voluntarily filing
for bankruptcy protection. As previously announced, the United
States Bankruptcy Court for the District of Delaware confirmed the
Company's plan of reorganization on June 9, 2014.
DOMUM LOCIS: Can File Chapter 11 Plan Until July 31
---------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California extended the exclusive periods of Domum
Locis LLC to file a plan of reorganization until July 31, 2015, and
solicit acceptances for that plan until Sept. 29.
As reported in the Troubled Company Reporter on March 10, 2015, the
Debtor said it is not in a position to file a plan because the
Court has ruled that the properties are not property of the estate.
After the Ninth Circuit Bankruptcy Appellate Panel (BAP) renders a
ruling, however, the Debtor will be in a better position to move
forward with its reorganization efforts. If the BAP reverses the
Court, the Debtor will be able to proceed quickly and efficiently
to plan confirmation.
The Debtor anticipates it will file a plan that proposes to pay
general unsecured creditors in full. However, without a ruling
from the BAP, the Debtor cannot adequately formulate a plan and
determine the feasibility of any plan.
In a separate filing, the Debtor submitted an amended notice of
motion because the original notice and motion inadvertently stated
that the hearing was on March 4, 2014, instead of March 4, 2015.
About Domum Locis
Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-23301) on July 11, 2014. Michael J. Kilroy signed
the petition as managing member. The Debtor estimated assets and
liabilities of at least $10 million. Cypress LLP serves as the
Debtor's counsel. Judge Robert N. Kwan presides over the case.
The Debtor selected Cypress LLP as general bankruptcy counsel.
The Debtor reported $14.6 million in assets and $11.04 million in
liabilities.
EURAMAX INTERNATIONAL: S&P Lowers Rating to 'CCC'; Outlook Dev.
---------------------------------------------------------------
Standard & Poor's Ratings Services said to it revised its rating on
Norcross, Ga.-based Euramax International Inc. to 'CCC' from 'B'
The outlook is developing. At the same time, in conjunction with
the downgrade of the corporate credit rating, S&P lowered the issue
level rating of Euramax's $375 million of senior notes to 'CCC'
from 'B-', the same level as the corporate credit rating. The
recovery rating on the senior secured debt remains '4', indicating
S&P's expectation for average recovery (30% to 50%; at the low end
of the range) in the event of a payment default.
"The rating revision reflects our view that Euramax depends on
favorable business, financial, and economic conditions to meet its
financial commitment on its obligations. In the event of adverse
conditions, Euramax's capital structure appears to be unsustainable
in the long term," said Standard & Poor's credit analyst Thomas
O'Toole.
Standard & Poor's may assign a developing outlook when a rating
could be raised or lowered pending the outcome of specific events
that are outside the 90-day window that would normally warrant a
CreditWatch. Euramax faces large debt maturities in early 2016 and
its ability to refinance is currently unclear. S&P could further
lower its rating if Euramax failed to amend or extend by mid-2015
its $500 million in debt maturities due in 2016, in which case the
maturity on the $70 million ABL facility would accelerate to Jan.
31, 2016, from March 2018, thus significantly affecting the
company's liquidity. Conversely, S&P could raise the rating if the
company were able to refinance its debt and lower interest expense
and also to significantly improve leverage and coverage measures
over the next year.
EVERGREEN FINANCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Evergreen Financial Group, L.P.
P.O. Box 223159
Carmel, CA 93922
Case No.: 15-50981
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Judge: Hon. Stephen L. Johnson
Debtor's Counsel: Jason Vogelpohl, Esq.
CENTRAL COAST BANKRUPTCY, INC.
532 Pajaro St.
Salinas, CA 93901
Tel: (831) 783-0260
Email: jason@centralcoastbankruptcy.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Melvin J. Kaplan, managing partner.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
EVERYWARE GLOBAL: Amends 2013 Form 10-K and 2014 Form 10-Qs
-----------------------------------------------------------
EveryWare Global, Inc. filed with the Securities and Exchange
Commission an amended annual report for the year ended Dec. 31,
2013; quarterly report for the fiscal quarter ended March 31, 2014;
and quarterly report for the period ended June 30, 2014.
The amendments were filed for the purposes of (1) amending and
restating disclosures regarding controls and procedures and (2)
correcting certain inadvertent omissions in the certifications
filed as exhibits.
Controls and Procedures:
"Under the supervision and with the participation of our senior
management, consisting of our chief executive officer and our then
acting chief financial officer, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as of the end of the period covered by this
report (the "Evaluation Date"). Based on that evaluation, the
Company's management, including our chief executive officer and our
then acting chief financial officer, concluded that as of the
Evaluation Date our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us
in the reports that we file under the Exchange Act is recorded,
processed, summarized, and reported within the time periods
specified in SEC rules and forms. Our disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us
in our Exchange Act reports is accumulated and communicated to our
management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions
regarding required disclosure."
Copies of the amended periodic reports are available at:
http://is.gd/ufe9kQ
http://is.gd/keoVTt
http://is.gd/Nkdasm
About EveryWare
EveryWare Global, Inc. is a global marketer of tabletop and food
preparation products for the consumer and foodservice markets,
with operations in the United States, Canada, Mexico, Latin
America, Europe and Asia. Its global platform allows it to market
and distribute internationally its total portfolio of products,
including bakeware, beverageware, serveware, storageware,
flatware, dinnerware, crystal, buffetware and hollowware; premium
spirit bottles; cookware; gadgets; candle and floral glass
containers; and other kitchen products, all under a broad
collection of widely-recognized brands.
For the six months ended June 30, 2014, the Company reported a net
loss of $65.3 million on $195 million of total revenues
compared to a net loss of $2 million on $200 million of total
revenue for the same period during the prior year.
As of June 30, 2014, the Company had $274 million in total
assets, $400 million in total liabilities, and a $126 million
stockholders' deficit.
* * *
As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on EveryWare Global
Inc. to 'CCC+' from 'CCC-'. "The upgrade reflects our view that a
default scenario is less likely as a result of a $20 million
investment from majority owner, Monomoy Capital Partners, in
addition to a waiver received for the covenant default in the
quarter ended March 2014 and the expected covenant default in the
quarter ended June 2014.
EXIDE TECHNOLOGIES: Amends Plan to Modify Sr. Note Claims Treatment
-------------------------------------------------------------------
Exide Technologies amended its Chapter 11 plan of reorganization to
modify the treatment of senior notes claims and to provide
additional information regarding the settlement with the
individuals asserting personal injury claims as a result of toxic
substances released by the Debtor's lead recycling facility in
Vernon, California.
Under the Third Amended Plan, filed March 25, 2015, Class A -
Senior Notes Claims are subdivided into Class A1 - Senior Notes
Eligible Holder Claims and Class A2 - Senior Notes Alternative
Distribution Claims. An amount from net proceeds of GUC Trust
Preference Actions will be distributed to holders of Class A1
Claims with the amount equaling to (a) $1.5 million divided by
Allowed Class D Claims plus the Allowed Class E Claims multiplied
by (b) the Senior Notes Deficiency Claim of Holders of Senior Notes
Alternative Distribution Claims.
Robert M. Caruso, a managing director with Alvarez & Marsal North
America, LLC, related in a declaration filed with the Court that
the Debtor entered into a non-prosecution agreement with the United
States Attorney's Office for the Central District of California
regarding its grand jury investigation at the Vernon Facility and
an amended stipulation with the State of California Department of
Toxic Substance Control regarding closure of the Vernon Facility,
thus allowing the Debtor to resolve key conditions to funding of
the backstop commitment agreement. The Debtor has also entered
into a settlement agreement with the majority of the holders of
Vernon Tort Claims pursuant to which those holders have agreed to
change their votes from rejecting the Plan to accepting the Plan.
Daniel Aronson, a managing director in the Restructuring Group at
Lazard Freres & Company LLC, filed a declaration stating that,
based upon consummation of the Plan and the transactions supporting
the consummation of the Plan, Lazard arrived at an implied total
enterprise value for the Reorganized Debtor of $643.4 million.
This implied total enterprise value is based on:
(a) The implied total equity value of the Reorganized Debtor of
approximately $363.8 million, which assumes full subscription to
the Rights Offering and reflects the New Second Lien Convertible
Notes on an as-converted basis.
(b) Projected net debt at emergence of approximately $279.7
million, which is comprised of an unfunded Exit ABL Revolver,
$272.1 million of New First Lien High Yield Notes, $23.1 in debt
associated with the Reorganized Debtor’s foreign affiliates, and
excess cash of $15.6 million.
The Debtor received 14 formal objections to the confirmation of the
Plan. The Debtor tells the Court that it has resolved, or expects
to resolve the vast majority of those objections through Plan or
Confirmation Order modifications, thus leaving only two objections
presently outstanding for litigation purposes. The outstanding
Objections belongs to individuals Frank Smith and Michael Nelson,
who have dubbed themselves the "retail holders" based on their
approximately $4 million in holding of senior notes. The Debtor
asks the Court to overrule these objections. The UNC asserts that
the Plan fully addresses the Retail Holders' concerns as the Plan
classifies all holders of Senior Notes in a single Class A and the
Plan now provides that the Retail Holders can elect to receive
their pro rata share of 10% of New Exide Common Stock on account of
their Senior Notes Claims on a fully diluted basis after giving
effect to the conversion of the New Second Lien Convertible Notes,
and those parties may also participate in the Rights Offering
post-confirmation.
The Debtor further tells the Court that it is in advanced
discussions with prospective ABL lenders to lock in a
post-emergence facility and is believes that, with Plan
confirmation and procurement of the new ABL, the backstop
commitment will be funded allowing for the Plan's confirmation.
Additionally, the Debtor has agreed to Plan modifications with the
Unofficial Noteholder Committee and the Senior Notes Indenture
Trustee that should effectively resolve issues raised by certain
Holders of Class A2 Claims by providing those Holders with the
option to receive New Exide Common Stock and participate in the
Rights Offering under the Plan, and which garner the Senior Notes
Indenture Trustee's support of the Plan.
In support of confirmation of the Third Amended Plan, Ed Mosley, a
senior director with A&M, filed a declaration stating that (a) the
value of the Debtor's estate is considerably greater in the
proposed reorganization than in a liquidation and (b) creditors
will receive a greater recovery under the Plan than under a
liquidation in Chapter 7. A full-text copy of Mr. Mosley's
Declaration is available at
http://bankrupt.com/misc/EXIDEmosleydec.pdf
Craig E. Johnson, a senior director with Garden City Group, LLC,
filed a declaration informing the Court that the Plan received
overwhelming support from creditors entitled to vote.
Specifically, the number of votes of valid ballots for the voting
classes are as follows:
Accept Reject
------ ------
Class A 71.31% 28.69%
Class B 78.95% 21.05%
Class D 93.84% 6.16%
Class E 80.00% 20.00%
Class F 97.69% 2.31%
A full-text copy of Mr. Johnson's Declaration is available at
http://bankrupt.com/misc/EXIDEtabresults.pdf
The Official Committee of Unsecured Creditors tells the Court that
it supports confirmation of the Plan, saying "[t]he hard fought
compromises embodied therein resolve significant issues in the case
in a way that is both beneficial to the Debtor's ongoing business
operations and fair to its varied creditor constituencies.
Significantly, under the Plan, the Debtor will continue as a going
concern, therefore preserving many jobs, customer relationships,
and the Debtor's pension plan, as well as ensuring the continued
maintenance and remediation of numerous environmentally
contaminated sites. In addition, Class D and Class E general
unsecured creditors will be beneficiaries of the GUC Trust and
Class F general unsecured creditors will be beneficiaries of the
Vernon Tort Claims Trust."
A full-text copy of the Third Amended Plan is available at
http://bankrupt.com/misc/EXIDEplan0325.pdf
About Exide Technologies
Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and distributes lead acid
batteries and other related electrical energy storage
products.
Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.
Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013. Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.
Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.
For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent. Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.
The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel. Zolfo Cooper, LLC serves as its bankruptcy
consultants
and financial advisors. Geosyntec Consultants was tapped as
environmental consultants to the Committee.
Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner. He has hired his own firm as
counsel.
* * *
In November 2014, the Bankruptcy Court terminated Exide's
exclusive
period to propose a Chapter 11 plan. The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.
Exide already has a plan of reorganization in place. Reorganized
Exide's debt at emergence will comprise: (i) an estimated $225
million Exit ABL Revolver Facility; (ii) $264 million of New First
Lien High Yield Notes; (iii) $284 million of New Second Lien
Convertible Notes. The Debtor's non-debtor European subsidiaries
are also expected to have approximately $23 million; (b) The New
Second Lien Convertible Notes will be convertible into 80% of the
New Exide Common Stock on a fully diluted basis; and (c) New Exide
Common Stock would be allocated as follows: 15.0% to Holders of
Senior Secured Note Claims after conversion of the New Second Lien
Convertible Notes into New Exide Common Stock; 3.0% on account of
the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of
the DIP/Second Lien Backstop Commitment Fee. A full-text copy of
the Disclosure Statement dated Nov. 17, 2014, is available at
http://bankrupt.com/misc/EXIDEds1117.pdf
In December 2014, Judge Kevin Carey denied the request of Exide
shareholders for appointment of an official equity holders'
committee. The shareholders have objected to the Plan.
EXIDE TECHNOLOGIES: Seeks April 30 Extension of DIP Maturity Date
-----------------------------------------------------------------
Exide Technologies presented to various lenders under its super
priority debtor-in-possession credit facility a summary of its
request for the twelfth amendment to the DIP Credit Facility.
Exide is requesting certain amendments to its DIP facilities to
provide for the necessary time to confirm its plan of
reorganization and finalize the exit ABL revolver. Exide
specifically seeks a 30-day extension, through April 30, of the
maturity of the DIP facility and the continued availability under
the DIP revolver.
Exide intends to obtain approval of the Plan by April 10.
A copy of the summary of the amendment request is available at
http://is.gd/oiVQdQ
A full-text copy of Exide's Third Amended Plan is available at
http://bankrupt.com/misc/EXIDEplan0325.pdf
About Exide Technologies
Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and distributes lead acid
batteries and other related electrical energy storage products.
Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP represented the Debtors in their successful restructuring.
Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013. Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.
Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.
For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent. Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.
The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants
and financial advisors. Geosyntec Consultants was tapped as
environmental consultants to the Committee.
Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner. He has hired his own firm as
counsel.
* * *
In November 2014, the Bankruptcy Court terminated Exide's exclusive
period to propose a Chapter 11 plan. The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.
Exide already has a plan of reorganization in place. Reorganized
Exide's debt at emergence will comprise: (i) an estimated $225
million Exit ABL Revolver Facility; (ii) $264 million of New First
Lien High Yield Notes; (iii) $284 million of New Second Lien
Convertible Notes. The Debtor's non-debtor European subsidiaries
are also expected to have approximately $23 million; (b) The New
Second Lien Convertible Notes will be convertible into 80% of the
New Exide Common Stock on a fully diluted basis; and (c) New Exide
Common Stock would be allocated as follows: 15.0% to Holders of
Senior Secured Note Claims after conversion of the New Second Lien
Convertible Notes into New Exide Common Stock; 3.0% on account of
the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of
the DIP/Second Lien Backstop Commitment Fee.
In December 2014, Judge Kevin Carey denied the request of Exide
shareholders for appointment of an official equity holders'
committee. The shareholders objected to the Plan.
FANNIE MAE & FREDDIE MAC: Capuano & Delaney Have a Solution
-----------------------------------------------------------
Two bills have been introduced in the U.S. House of Representatives
that, if combined, would bring an end to Fannie Mae and Freddie
Mac's six years of conservatorship and do an extraordinary amount
of good for an array of stakeholders in America's housing finance
system.
The two bills are:
-- H.R. 1036, introduced by the Honorable Michael E.
Capuano on Feb. 24, 2015, to legislate how the United
States Treasury will account for repayment of amounts
advanced to Fannie and Freddie; and
-- H.R. 1491, introduced by the Honorables John K.
Delaney, John Carney and Jim Himes on Mar. 19, 2015,
to transfer many of Fannie and Freddie's operations
to Ginnie Mae and bring an end to the conservatorship
proceedings.
The proposals aren't perfect standing alone. Merged, however,
these two proposals integrated into one piece of unified
legislation -- before the end of this year -- would:
(A) preserve the 30-year fixed-rate mortgage product
on which the U.S. housing market is predicated and
maintain affordable American housing policy
objectives;
(B) respect and honor American corporate and insolvency
laws; and
(C) pave the way for the U.S. Treasury to capture
hundreds of billions of dollars of value on account
of its 79.9% equity interest in the GSEs.
Those are three good things that just about everybody would like to
see happen this year.
There are four potential problems that will need to be examined,
debated and refined as the legislative process unfolds:
(1) Ginnie Mae may not be the best entity to perform all
of the roles described for it;
(2) a mechanism should be put in place to assure that
the GSEs receive full and fair value for any assets
they relinquish;
(3) mandatory receivership for the GSEs may not be wise;
and
(4) cancellation of Treasury's warrant under Sec.
304(b)(5)(B) of H.R. 1491 should not be mandated.
To date, Fannie Mae and Freddie Mac have received $187.5 billion
from Treasury and returned $228.0 billion to Treasury, earning
taxpayers a 20% return on their money so far. The Obama
administration has asked the Congress to pass comprehensive housing
finance reform legislation. Subject to relatively minor tinkering,
the Capuano and Delaney-Carney-Himes proposals provide the
blueprint for the 114th Congress to do that.
FOREVERGREEN WORLDWIDE: Posts $1 Million Net Income in 2014
-----------------------------------------------------------
Forevergreen Worldwide Corporation filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $1.02 million on $58.3 million of net total revenues for
the year ended Dec. 31, 2014, compared to net income of $117,000 on
$17.8 million of net total revenues in 2013.
As of Dec. 31, 2014, the Company had $7.71 million in total assets,
$8.08 million in total liabilities and a $377,000 total
stockholders' deficit.
As of Dec. 31, 2014, the Company has U.S. federal and state net
operating loss carry forwards of $17.7 million and $17.4 million,
respectively. These carry forwards are available to offset future
taxable income, if any, and begin to expire in 2019. The
utilization of the net operating loss carry forwards is dependent
upon the tax laws in effect at the time the net operating loss
carry forwards can be utilized and may be significantly limited
based on ownership changes within the meaning of section 382 of the
Internal Revenue Code.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/8VAqyt
About ForeverGreen Worldwide
Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC. The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.
GCI INC: Moody's Assigns B3 Rating to New Sr. Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to GCI, Inc.'s
proposed offering of Senior Unsecured Notes. The proceeds from the
notes offering will be used to refinance the company's 8.625%
Senior Notes due 2019, including pay related fees and expenses.
The company's other ratings and positive outlook remain unchanged.
GCI, Inc.
-- New Senior Unsecured Notes: Assigned B3 (LGD5)
GCI's B2 Corporate Family Rating reflects the company's high
leverage, small scale and the increasingly competitive environment
in which it operates as well as the capital intensity of the
business. The rating also recognizes the company's historically
shareholder friendly financial policies and its reliance upon High
Cost Fund USF support for a little over 5% of its revenues. GCI's
rating is supported by its base of recurring revenues from its
position as a leading communications provider in the Alaskan market
with significant market share in each of its products and its full
ownership of Alaska's largest wireless network. Moody's expect GCI
to generate modest free cash flow, but Moody's expect the bulk of
excess cash to be directed towards shareholders rather than
significant debt reduction.
Upward ratings pressure would develop if Debt/EBITDA leverage
(Moody's adjusted) is likely to be maintained below 4.25x times and
FCF/TD is sustained at about 5%. Maintenance of a strong liquidity
position would also be a prerequisite.
The ratings may face downward pressure if GCI were to turn FCF
negative or if the company is involved in further material
debt-financed acquisition activity or in the event of adverse
liquidity developments. Specifically, if Debt/EBITDA (Moody's
adjusted) moves above 5.0x a ratings downgrade would be likely.
The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
GLOBAL EAGLE: Rose Snyder Expresses Going Concern Doubt
-------------------------------------------------------
Global Eagle Entertainment Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2014.
Rose Snyder & Jacobs LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred recurring operating losses and has not
generated cash flows from operations.
The Company reported a net loss of $57.2 million on $388 million in
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$115 million on $260 million of revenues in the same period last
year.
The Company's balance sheet at Dec. 31, 2014, showed $534 million
in total assets, $221 million in total liabilities, and
stockholders' equity of $313 million.
A copy of the Form 10-K is available at:
http://is.gd/lyu9wL
Global Eagle Entertainment Inc., a content and connectivity
distribution and services company, provides in-flight video
content, e-commerce, and information services for the airline
industry worldwide. The company operates through two segments,
Connectivity and Content. The Connectivity segment offers Wi-Fi
Internet connectivity through Ku-band satellite transmissions that
allow airline passengers to access in-flight Internet, live
television, on-demand content, shopping, and flight and
destination information. The Connect segment selects, manages, and
distributes wholly-owned and licensed media content, video and
music programming, applications, and video games to airline,
maritime, and other away-from-home non-theatrical markets. Global
Eagle Entertainment Inc. is headquartered in Los Angeles,
California.
GORDIAN MEDICAL: Plan Confirmation Hearing Continued Until May 6
----------------------------------------------------------------
The U.S. Bankruptcy Court continued until May 6, 2015, at 2:00
p.m., the hearing to consider these matters in relation to the
Chapter 11 cases of Gordian Medical, Inc.: (1) plan confirmation an
pleadings in support thereof; (2) motions approving settlements
with Centers for United States Medicare and Medicaid, The Internal
Revenue Service and The Franchise Tax Board; (3) the Debtor's
Objection to the claims Of CMS; and (4) status conference hearing.
The Debtor is directed to file the status conference report by
April 29, 2015. The IRS, the FTB and CMS will have two business
days prior to the requested May 6 hearing to file any responses or
objections to the motions.
The Court continued until May 6, the hearings on these matters:
a) motion for an order disallowing Claim Nos. 51-1, 51-2 and
52-1 filed by the United States on behalf of the U.S. Department Of
Health & Human Services;
b) motion for order approving the adequacy of information in the
Debtor's First Amended Plan Of Reorganization dated Jan. 13, 2015;
c) motion for entry of an order confirming the Debtor's First
Amended;
d) motion of the debtor for order approving settlement between
the Debtor and USA on behalf of the Internal Revenue Service;
e) motion of the debtor for order approving settlement between
the Debtor and the California Franchise Tax Board; and
f) motion of the Debtor for order approving settlement between
the Debtor and the US acting through The U.S. Department of Health
and Human Services and The Centers for Medicare and Medicaid
Services.
The Chapter 11 Plan
As reported in the Troubled Company Reporter on Jan. 16, 2015, the
Debtor has filed a Chapter 11 Plan that provides for the payment of
all allowed claims in full on the later of the Effective Date and
the date upon which a claim becomes and allowed claim and the
continued operation of the Debtor's business. The Debtor intends
to fund payments required under the Plan from the Debtor's cash on
hand as of the Effective Date and a contribution already made by
Gerald Del Signore, the President of the Debtor.
The Reorganized Debtor will pay all persons and entities holding
administrative claims that have not previously been paid 100% of
the allowed amount of the claims, plus interest, fees and costs on
the Effective Date or when the claim becomes an allowed claim,
whichever is later.
The Debtor intends to fund payments required under the Amended Plan
from the Debtor's cash on hand as of the Effective Date along with
a $15 million contribution previously made by Gerald Del Signore,
the President of the Debtor. Of the $15 million, Mr. Del Signore
used approximately $1.5 million to pay all general non-governmental
unsecured claims.
The motion demonstrating the adequacy of the Plan and the Debtor's
memorandum in support of confirmation of the Plan will be filed on
Jan. 28, 2015, and will be available for review at that time.
A copy of the First Amended Plan is available for free at:
http://bankrupt.com/misc/Gordian_1st_Am_Plan.pdf
About Gordian Medical
Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in Santa
Ana, California, on Feb. 24, 2012, after Medicare refunds were
halted. Irvine, California-based Gordian Medical provides supplies
and services to treat serious wounds. The Debtor has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.
In its schedules, the Debtor disclosed $37.9 million in assets and
$7.59 million in liabilities as of the Petition Date.
Judge Mark S. Wallace oversees the case.
Jeffrey L Kandel, Esq., Teddy M Kapur, Esq., Samuel R. Maizel,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, represent the Debtor as counsel. Fulbright & Jaworski
LLP serves as the Debtor's special regulatory counsel. Loeb & Loeb
LLP serves as the Debtor's special tax counsel. GlassRatner
Advisory & Capital Group LLC serves as the Debtor's financial
advisor.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. The Committee is represented by Landau
Gottfried & Berger LLP.
GREAT WOLF RESORTS: S&P Lowers CCR to 'B', On Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Great Wolf Resorts Holdings Inc. to 'B' from 'B+'
and placed the rating on CreditWatch with negative implications.
S&P also placed the issue-level ratings on the company's credit
facility on CreditWatch with negative implications. S&P is not
lowering the issue-level ratings on the credit facility because it
believes it is likely that lenders will be paid in full due to
change in control provisions in the credit agreement.
"The downgrade of Great Wolf to 'B' from 'B+' reflects the
announced acquisition by Centerbridge, reportedly for $1.35
billion," said Standard & Poor's credit analyst Carissa Schreck.
"Although the capital structure has not been announced, we expect
that Centerbridge will borrow to partly finance the acquisition,
adding leverage to our current base-case forecast for Great Wolf,"
she added.
S&P's current base-case forecast already incorporates its
expectation for credit measures to be weak in 2015 due to added
borrowings to fund a dividend late last year to current owner
Apollo, with total lease-adjusted debt to EBITDA in 2015 of over
6x, which is the threshold at which S&P previously indicated it
would lower ratings. S&P's base-case forecast is for EBITDA
coverage of interest expense in the high-2x area in 2015; however,
S&P believes this measure will weaken due to additional anticipated
debt in the capital structure. S&P believes anticipated additional
leverage to complete the proposed acquisition will result in total
lease-adjusted debt to EBITDA being sustained above 6x, triggering
the downgrade.
The CreditWatch listing reflects the potential that S&P could lower
the corporate credit rating one additional notch. In the event
additional borrowing to complete the acquisition increases
total-lease adjusted debt to EBITDA above 7.5x or decreases EBITDA
coverage of interest to the mid-1x area, S&P could lower ratings
further by one notch.
S&P plans to resolve the CreditWatch listing following its review
of Great Wolf's expected capital structure. In the event
additional borrowing to complete the acquisition increases total
lease-adjusted debt to EBITDA above 7.5x or decreases EBITDA
coverage of interest expense to the mid-1x area, S&P could lower
ratings further by one notch.
H.J. HEINZ: Fitch Puts 'BB-' IDR on Watch Pos. on Kraft Merger
--------------------------------------------------------------
Fitch Ratings has placed its ratings on H.J. Heinz Company and its
subsidiaries on Rating Watch Positive following a definitive merger
agreement with Kraft Foods Group (Kraft) to form The Kraft Heinz
Company (Kraft Heinz) in a stock-for stock transaction.
Fitch currently rates Heinz's long-term Issuer Default Rating (IDR)
'BB-'.
Kraft shareholders will own 49% and Heinz shareholders, primarily
3G Capital (3G) and Berkshire Hathaway (Berkshire), will own 51% of
the combined entity. In addition, Kraft's shareholders will
receive a cash payment of $16.50 per share, or roughly $10 billion,
funded by 3G and Berkshire. The combined debt levels post the
merger is not expected to increase. The transaction is expected to
close in the second half of 2015 and is subject to approval by
Kraft's shareholders and customary regulatory approvals.
KEY RATING DRIVERS:
Watch Positive Reflects Lower Leverage of Combined Company: The
Rating Watch Positive reflects the projected decrease in financial
leverage for the combined company versus Heinz's leverage (total
debt to EBITDA) of 6.2x on a stand-alone basis (with 50% equity
credit for $8 billion preferred stock). Fitch estimates that
initial pro forma leverage will be in the mid-4x range, based on
2014 debt of $31.3 billion and EBITDA of $6.6 billion. Pro forma
debt factors in the $8 billion preferred stock as 100% debt since
it will be refinanced with debt at the first call date in 2016.
Replacing the 9% preferred stock with lower cost debt is projected
to result in $450 million to $500 million annual cash savings.
Fitch estimates that leverage could fall to the mid-3x level within
approximately two years of the transaction close due to a
combination of debt reduction and achievement of most of the
combined company's estimated $1.5 billion annual cost savings. The
company plans to implement Zero-Based Budgeting, rationalize the
manufacturing footprint, optimize distribution, productivity and
procurement, as well as streamline the organization and optimize
marketing expenditures. The ability to reduce leverage to the
mid-3x level within 24 months of the transaction close would
indicate a low 'BBB' rating.
Strong Owner/Operators: The ratings incorporate significant
qualitative benefits from the company's owners, 3G and Berkshire.
Both have significant financial strength and are proven operators.
3G has a proven ability to increase operating profitability
substantially and deleverage acquired firms including Heinz, Burger
King Worldwide, Inc. and Anheuser Busch InBev NV/SA (Fitch IDR
'A'/Outlook Stable). Heinz's total debt to EBITDA for the 12
months ended Dec. 28, 2014 was 6.2x, down substantially from 8.5x
in the previous year on nearly 35% EBITDA improvement due to lower
overhead and manufacturing costs.
Improved Debt Structure: The combined debt levels post the merger
is not expected to increase, although the cost of funding is
expected to be lower. Kraft Heinz plans to refinance $9.5 billion
of Heinz's existing high yield debt and the $8 billion preferred
stock will be replaced with much lower cost debt next year. Fitch
estimates that Heinz' $2 billion second lien notes due in 2025, its
125GBP second lien notes and approximately $1.7 billion unsecured
debt will remain outstanding, as well as Kraft's $10 billion debt.
Significant FCF and Deleveraging: Fitch estimates that initially,
FCF will be heavily impacted by merger and restructuring costs, as
was the case in the Heinz deal two years ago. However, FCF should
then strengthen to allow debt repayment in the $2 billion range the
company has indicated within two years. FCF will also be impacted
by Kraft's decision to maintain its current dividend per share on a
share base that will almost double. Refraining from share
repurchases over a two year period supports the company's
commitment to debt reduction.
Increased Size and Diversification, but Heavy Exposure to Mature
North American Market: The company will generate approximately $28
billion of combined annual revenue. The portfolio will include
eight $1 billion-plus brands and many other large brands. In the
near term it will be heavily exposed to the slow growth, highly
competitive North American market comprising about 76% of sales.
However, there are significant cost synergies with the overlapping
geographies and complimentary portfolios with limited overlap.
Longer-term, the company should benefit from revenue synergies
resulting from greater international growth as Kraft products can
be distributed on Heinz's international networks. Heinz generates
about 60% of its sales outside the U.S., with emerging markets
comprising approximately 25% of the firm's $11 billion annual
revenue. However, Heinz' top line weakness remains a concern for
Fitch. The weak top line has been impacted by soft category trends
in U.S. frozen foods as well as the company's intentional pruning
of lower margin products, with volume declines partially offset by
price increases. Fitch anticipates that top line organic growth
should improve over time, as emerging markets exposure expands and
partially offsets sluggishness in developed markets.
KEY ASSUMPTIONS:
-- Fitch estimates initial pro forma leverage (total debt to
EBITDA) in the mid 4x range based on 2014 pro forma debt of
$31 billion and EBITDA of $6.6 billion.
-- Gross leverage is expected to fall to the mid 3x level by
2017 based on substantial EBITDA improvement given targeted
$1.5 billion annual cost savings and $2 billion in debt
reduction.
-- Transaction closing by the end of 2015.
RATING SENSITIVITIES
Assuming the successful close of the transaction and based on
preliminary analysis and expectations for leverage in the mid-3x
range by the end of 2017, Fitch expects that Heinz's long-term IDR
could move to low investment grade.
If the deal does not close, Fitch expects to affirm the company's
current ratings, or re-evaluate if industry conditions and
performance change substantially.
Fitch has placed these ratings on Rating Watch Positive:
H.J. Heinz Holding Corp. (Formerly Hawk Acquisition Holding Corp).
(Parent)
-- Long-term Issuer Default Rating (IDR) 'BB-'.
H.J. Heinz Co. (Heinz)
-- Long-term IDR 'BB-';
-- 1st lien secured credit facilities 'BB+';
-- 2nd lien secured notes 'BB';
-- Senior unsecured notes 'BB-'.
H.J. Heinz Finance Co.
-- Senior unsecured notes 'BB-'.
H.J. Heinz Finance UK Plc.
-- 2nd lien secured notes 'BB'.
H.J. HEINZ: S&P Puts 'BB-' CCR on Watch Positive on Merger Plans
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including its 'BB-' corporate credit rating, on Pittsburgh-based
The H.J. Heinz Co. on CreditWatch with positive implications,
meaning that S&P would likely raise the ratings following the
completion of its review.
At the same time, Standard & Poor's placed its ratings, including
its 'BBB' corporate credit and 'A-2' short-term and commercial
paper ratings, on Northfield, Ill.-based Kraft Foods Group Inc. on
CreditWatch with negative implications, meaning that S&P would
likely lower the ratings following the completion of its review.
S&P will resolve both CreditWatch listings following its review of
the financial and business impact of the announced merger,
including the capital structure and integration plan, as well as
the combined company's ability to deleverage and improve credit
protection measures and its future business strategies and
financial policy.
"Upon completion of our review of the new, combined company, we
would likely assign a 'BBB-' corporate credit rating to entity, due
to the strength of the brand portfolio, scale of the combined
company, diversity of brands and geographies, and strong cash flow
that we believe the company will apply to debt reduction" said
Standard & Poor's credit analyst Bea Chiem. Thereafter, S&P will
raise any rollover Heinz debt ratings and lower any Kraft rollover
debt ratings.
S&P estimates that Heinz had about $22.5 billion (including $8
billion of preferred stock treated as 100% debt) and that Kraft had
roughly $12.5 billion in adjusted debt outstanding as of December
2014. S&P estimates that the merged company's pro forma adjusted
net debt could exceed $33 billion at close, based on current merger
terms and financing expectations.
HANGER INC: Moody's Lowers Corp. Family Rating to 'B1'
------------------------------------------------------
Moody's Investors Service downgraded Hanger, Inc.'s Corporate
Family Rating to B1 from Ba3 and Probability of Default Rating to
B1-PD from Ba3-PD. Concurrently, Moody's downgraded Hanger's
senior unsecured notes to B3 from B1. In addition, the Speculative
Grade Liquidity Rating was downgraded to SGL-4 from SGL-2. The
ratings remain under review for further downgrade.
The downgrade of the Corporate Family Rating follows Hanger's
announcement on March 23, 2015 that the company received a waiver
extending the filing date for its fiscal 2014 financial statements
until August 17, 2015. The extension places additional uncertainty
on Hanger's ability to provide both audited year-end and quarterly
financials in a timely manner. Furthermore, Hanger announced a
delay implementing its clinic management system (Janus). The
implementation of the Janus system significantly impacted the
company's cash collection resulting in a $38 million increase in
the allowances for contractual adjustments and doubtful accounts.
This highlights the company's weaker than expected financial and
operating performance. Furthermore, as part of the waiver, Hanger's
revolver availability has been reduced to $146.3 million from $200
million (fully drawn), limiting the company's liquidity as
reflected in the downgrade of the Speculative Grade Liquidity
Rating. Lastly, the company received a notice from the New York
Stock Exchange ("NYSE") stating that Hanger was not in compliance
with the NYSE's listing requirements. The NYSE has given the
company until September 17, 2015 to file its 10-K, in order to
remain in compliance with its listing standards.
The delay in filing with the SEC is the third time within twelve
months that Hanger has been unable to complete the accounting
review process within the required period. Moody's believe this
highlights continuing deficiencies in Hanger's internal controls
concerning financial reporting and may lead to additional delays
and expenses in reporting future financial results. At this time,
the delay is not considered a default and Hanger has 30 days to
cure the deficiency upon notice from credit facility holders and 90
days upon notice from senior unsecured note holders.
Moody's review will focus on Hanger's efforts to address ongoing
deficiencies in its internal controls, as well as Moody's ability
to effectively monitor and maintain ratings over the longer term,
given the lack of timely financial information.
The following ratings were downgraded and remain under review for
downgrade:
Hanger, Inc.:
-- Corporate Family Rating to B1 from Ba3
-- Probability of Default Rating to B1-PD from Ba3-PD
-- $200 million senior unsecured notes due 2018 to B3 (LGD 5)
from B1 (LGD 5)
-- Speculative Grade Liquidity rating to SGL-4 from SGL-2
The B1 Corporate Family Rating (under review for downgrade)
reflects risks associated the ongoing delay in Hanger's ability to
file its financial statements with the Securities and Exchange
Commission, weak internal accounting and process controls and,
revenue concentration from government entities. Furthermore, given
the lack of financial statements, Moody's has concerns maintaining
the ratings on Hanger in the longer-term due to an inability to
effectively monitor the company's performance. The rating is
supported by Hanger's competitive position as the largest O&P
services provider in the US, its national footprint, and relatively
stable, recurring revenue model.
The principal methodologies used in rating Hanger were the Global
Business & Consumer Service Industry published in December 2014.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Hanger, headquartered in Austin, TX, is the leading provider of
orthotic and prosthetic patient-care services in the US. The
company owns and operates over 760 patient care centers in 45
states and the District of Columbia. For the period ending June 30,
2014, Hanger recognized annual revenues of approximately $1.1
billion.
HD SUPPLY: Reports $3 Million Net Income in Fiscal 2014
-------------------------------------------------------
HD Supply Holdings, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$3 million on $8.88 billion of net sales for the fiscal year ended
Feb. 1, 2015, compared to a net loss of $218 million on $8.22
billion of net sales for the fiscal year ended Feb. 2, 2014.
For the three months ended Feb. 1, 2015, the Company reported a net
loss of $93 million on $2 billion of net sales compared to a net
loss of $66 million on $1.87 billion of net sales for the three
months ended Feb. 2, 2014.
As of Feb. 1, 2015, HD Supply had $6.06 billion in total assets,
$6.82 billion in total liabilities and a $760 million total
stockholders' deficit.
As of Feb. 1, 2015, the Company's combined liquidity of
approximately $1.2 billion was comprised of $85 million in cash and
cash equivalents and $1.16 billion of additional available
borrowings (excluding $39 million of borrowings on available cash
balances) under the Company's Senior ABL Facility, based on
qualifying inventory and receivables.
"I am very pleased with our solid 2014 performance. We delivered 8
percent sales growth and 16 percent Adjusted EBITDA growth," stated
Joe DeAngelo, CEO of HD Supply. "Despite a challenging and
uncertain market environment, we remain focused on controllable
execution to deliver profitable growth in excess of our markets."
A full-text copy of the Form 10-K is available for free at:
http://is.gd/jGv5Wz
About HD Supply
HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling. HDS also
provides maintenance, repair and operations services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.
* * *
As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply's corporate family rating to 'B3' from 'Caa1'.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.
HD Supply carries a 'B' corporate credit rating, with negative
outlook, from Standard & Poor's Ratings Services.
HEI INC: Honne Capital Appointed as Committee Member
----------------------------------------------------
The U.S. Trustee for Region 12 appointed Honne Capital LLC to HEI
Inc.'s official committee of unsecured creditors.
The unsecured creditors' committee is now composed of:
(1) AVX Corporation
One AVX Boulevard
Fountain Inn, SC 29644
Contact Person: Dorothy David
Phone: 864-967-9317
Email: dorothy.david@avx.com
(2) Watson-Marlow, Inc.
37 Upton Technology Park
Wilmington, MA 01887
Contact Person: Michael Ferrucci
Phone: 978-988-2630
Email: michael.ferrucci@wmpg.com
(3) Vergent Products
609 14th St. SW
Loveland, CO 80537
Contact Person: Diana Precht
Phone: 970-292-1128
Email: dprecht@gmail.com
(4) Honne Capital, LLC
375 Park Avenue Suite 2607
New York, NY 10152
Contact Person: Chad Roberson
Phone: 786-307-7399
Email: Roberson@honnecapital.com
About HEI, Inc.
HEI, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Minn.
Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015. The
case is assigned to Judge Kathleen H. Sanberg.
The Debtor estimated $10 million to $50 million in assets and
debt.
The deadline for governmental entities to file claims is July 6,
2015.
The Debtor has tapped James L. Baillie, Esq., James C. Brand, Esq.,
and Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel;
Alliance Management as business and financial consultant; and
Winthrop & Weinstine, P.A., as special counsel.
The Debtor's Official Committee of Unsecured Creditors is
represented by Fafinski, Mark & Johnson, P.A., which serves as its
bankruptcy counsel.
HOSTESS HOLDCO: S&P Raises Corp. Credit Rating to B; Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Kansas City, Mo.-based Hostess Holdco
LLC to 'B' from 'B-'. The outlook is stable.
At the same time, S&P raised its issue-level rating on Hostess'
$500 million first lien term loan due April 2020 to 'B+' (one notch
above the corporate credit rating) from 'B-'. Additionally, S&P
has revised the recovery rating to '2', indicating its belief that
lenders could expect substantial (70%-90%) recovery, in the higher
end of the range, in the event of payment default or bankruptcy,
from '3'. The revised issue-level and recovery ratings reflect
S&P's view that the company's enterprise value at emergence from a
potential bankruptcy has improved with Hostess' improved
profitability and cash flow generation.
"The one-notch upgrade to the corporate credit rating reflects
Hostess' successful execution of its re-launch of the snack cake
business and substantially improved profitability," said Standard &
Poor's credit analyst Brian J. Moriarty.
The company is now focused on growing its sales base through new
products and continued expansion into channels where it
historically has not maintained a significant presence, such as
dollar stores and vending. Since the re-launch of the business in
July 2013, the company has re-established its brands and regained
good market share. However, its market share is still below
pre-bankruptcy levels: Hostess has the No. 2 position in U.S. sweet
baked goods, behind McKee Foods Corp. Although Hostess has
expanded its customer base and increased its product offerings, S&P
expects it will continue to work on regaining market share.
HUTCHESON MEDICAL: Has Until June 18 to Assume or Reject Leases
---------------------------------------------------------------
U.S. Bankruptcy Judge Paul W. Bonapfel extended until June 18,
2015, the deadline for Hutcheson Medical Center, Inc., et al., to
assume or reject non-residential real property leases.
The deadline for assumption or rejection of any lease between NHP
Parkway Physicians Center, LLC as the lessor and Debtors as lessee
is not affected by the order.
As reported in the Troubled Company Reporter on March 13, 2015, the
Debtors related that the extension could be longer as may be agreed
upon by the Debtors and the applicable lessor of several
non-residential real property leases.
About Hutcheson Medical Center
Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.
HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are
jointly administered under Case No. 14-42863.
The cases have been assigned to the Honorable Paul W. Bonapfel.
The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.
The Debtors' Chapter 11 Plan and Disclosure Statement are due
March
20, 2015.
HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.
No request has been made for the appointment of a trustee or
examiner.
IKANOS COMMUNICATIONS: PwC Expresses Going Concern Doubt
--------------------------------------------------------
Ikanos Communications, Inc., filed with the U.S. Securities and
Exchange Commission on Mar. 20, 2015, its annual report on Form
10-K for the fiscal year ended Dec. 28, 2014.
PricewaterhouseCoopers 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, is subject
to certain restrictive debt covenants and may require additional
financing to fund future capital and operating requirements that
raise substantial doubt about its ability to continue as a going
concern.
The Company reported a net loss of $43.3 million on $48.4 million
in revenue for the year ended
Dec. 28, 2014, compared to a net loss of $30.4 million on $79.8
million of revenues in the same period last year.
The Company's balance sheet at Dec. 28, 2014, showed $46.1 million
in total assets, $24.1 million in total liabilities, and
stockholders' equity of $22.02 million.
A copy of the Form 10-K is available at:
http://is.gd/GYWIDO
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.
INTERLEUKIN GENETICS: Files Amended Resale Prospectuses
-------------------------------------------------------
Interleukin Genetics, Inc., filed with the Securities and Exchange
Commission a post-effective amendment to its Form S-1 registration
statement relating to the resale, from time to time, by Bay City
Capital Fund V, L.P., Growth Equity Opportunities Fund III, LLC,
Condor Trading LP, et al., or their pledgees, donees, transferees,
or other successors in interest of up to 120,408,197 shares of the
Company's common stock.
These shares consist of 85,326,230 issued and outstanding shares
and 35,081,967 shares underlying warrants. These shares and
warrants were issued in connection with a private placement
completed on May 17, 2013, and consist of (1) 43,715,847 shares and
32,786,885 shares underlying warrants issued to the investors in
the private placement, (2) 28,160,200 shares issued to Pyxis
Innovations Inc. upon conversion of 5,000,000 shares of the
Company's Series A-1 Convertible Preferred Stock immediately prior
to the private placement, (3) 2,521,222 shares issued to Pyxis upon
conversion of $14,316,255 in principal amount of convertible debt
immediately prior to the private placement, (4) 10,928,961 shares
issued to Delta Dental Plan of Michigan, Inc. upon conversion of
500,000 shares of the Company's Series B Convertible Preferred
Stock immediately prior to the private placement, and (5) 2,295,082
shares underlying warrants issued to BTIG, LLC, the placement agent
in the private placement, and its affiliates, as placement agent
compensation.
The Company's common stock is traded on the OTCQB under the symbol
"ILIU". On March 23, 2015, the closing sale price of the Company's
common stock on the OTCQB was $0.16 per share.
A copy of the Form S-1/A is available for free at:
http://is.gd/9d14yA
The Company separately filed with the SEC an amended Form S-1
registration statement relating to the resale, from time to time,
by the selling stockholders of up to 102,781,654 shares of the
Company's common stock. These shares consist of (1) 50,099,700
issued and outstanding shares and 50,099,700 shares underlying
warrants issued to investors in a private placement transaction
completed on Dec. 23, 2014, (2) 89,731 shares underlying warrants
issued to BTIG, LLC, the placement agent in the December 2014
Private Placement, and its affiliates, as placement agent
compensation, and (3) 2,492,523 shares underlying warrants issued
to the lender in a debt transaction completed on Dec. 23, 2014.
A full-text copy of the amended prospectus is available at:
http://is.gd/PJGgmJ
About Interleukin
Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.
Interleukin Genetics reported a net loss of $6.33 million in 2014
following a net loss of $7.05 million in 2013.
As of Dec. 31, 2014, the Company had $13.3 million in total assets,
$8.75 million in total liabilities, and $4.51 million in total
stockholders' equity.
Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has incurred recurring losses from operations and has an
accumulated deficit that raise substantial doubt about the
Company's ability to continue as a going concern.
JSC ALLIANCE: US Judge Closes Chapter 15 Bankruptcy Case
--------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York issued an order closing the Chapter 11
bankruptcy case of JSC Alliance Bank pursuant to sections 350 and
1517(d) of the Bankruptcy Code.
Judge Lane noted, on Dec. 22, 2014, the Court entered an order
recognizing Alliance Bank's proceedings in Kazakhstan as a foreign
main proceeding pursuant to section 1517(a) of the Bankruptcy Code.
Thirty days have passed since the Foreign Representative filed his
certificate of service in respect of the final report, no
objections have been filed, and the case is presumed to have been
fully administered.
About JSC Alliance Bank
JSC Alliance Bank is the ninth largest in terms of total assets in
Kazakhstan, operating as a universal financial institution in all
business segments but focusing primarily on the retail market and
lending to small and medium-sized enterprises. As of June 30, 2014,
it had a network of 19 branches and 101 cash offices located
throughout Kazakhstan.
JSC Alliance Bank filed a Chapter 15 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-13194) on Nov. 20, 2014, in Manhattan, New
York, in the U.S.
Timur Rizabekovich Issatayev, the chairman of the Bank's management
board, is the foreign representative. The case is assigned to
Judge Sean H. Lane. JSC Alliance is represented in its U.S. case
by Richard A. Graham, Esq., and Scott G. Greissman, Esq., at White
& Case, LLP, in New York.
KADLUBEK FAMILY: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kadlubek Family Revocable Living Trust Dated March 1, 2002
886 Supreme Ct.
Las Cruces, NM 88007-8716
Case No.: 15-10736
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
New Mexico (Albuquerque)
Debtor's Counsel: Edward Alexander Mazel, Esq.
ASKEW & MAZEL, LLC
320 Gold Ave S.W., Suite 300A
Albuquerque, NM 87102
Tel: 505-433-3097
Email: edmazel@askewmazelfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gwen Gomez, Vaune Kadlubek,
co-trustees.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb15-10736.pdf
KISSNER MILLING: S&P Hikes Corp. Credit Rating to B, Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Canada-based de-icing rock salt producer
and packager Kissner Milling Co. Ltd. to 'B' from 'B-'. The outlook
is stable.
At the same time, Standard & Poor's raised its issue-level rating
on Kissner's US$220 million senior secured notes to 'B' from 'B-'
in line with the upgrade on the company. The '4' recovery rating
on the notes is unchanged, reflecting S&P's expectation that
creditors could expect average (30%-50%) recovery in the event of
default. S&P expects recovery to be at the higher end of this
range.
"We base the upgrade on our expectation that Kissner's operating
performance will remain solid in the near term owing to favorable
supply/demand dynamics in the rock salt industry," said Standard &
Poor's credit analyst David Fisher.
Severe weather in the 2013-2014 winter season depleted end-users'
salt inventory levels, which prompted robust pre-season ordering
during the 2014-2015 season and led to material industrywide price
hikes. S&P expects prices to remain elevated in the 2015-2016
winter season because S&P believes salt inventories are low.
The company's single mine site historically accounted for about
three-quarters of EBITDA and the majority of earnings are from a
single product -- de-icing salt. Operational risk is heightened,
in S&P's view, by contractual obligations that require Kissner to
deliver salt at pre-determined volumes and prices. Should the
company fail to meet these obligations (possibly as a result of a
mine outage or transportation challenges), it could incur
contractual penalties.
Despite being significantly smaller than most peers, S&P expects
Kissner to remain competitive in regions that are near its mine
site and in certain areas where it has established stock pile
locations. Transportation and storage represent a meaningful
proportion of the landed cost of rock salt, so producers tend to
carve out regional niches that are somewhat insulated from
competition. S&P believes the company has a competitive cost
position, due in part to its non-union workforce. In addition, the
rock salt market is relatively consolidated, with producers
generally acting in a disciplined manner. This has led to
relatively stable, rising prices in the past decade, despite
industrywide surplus production capacity.
S&P assess Kissner's financial risk profile as "highly leveraged,"
reflecting S&P's view that the company will generally maintain
credit metrics consistent with this category. While S&P expects
fiscal 2015 and 2016 credit measures to be stronger than those
typically indicative of a highly leveraged financial risk profile,
S&P's rating incorporates the potential for credit metrics to
weaken during more moderate winters.
The stable outlook reflects S&P's expectation that Kissner will
maintain credit measures consistent with the rating, even after
incorporating the potential for meaningful weather-driven
volatility.
S&P could consider a negative rating action if it expected adjusted
debt-to-EBITDA to increase to more than 6x on a sustained basis,
possibly owing to pricing pressures as a result of increased
competitive intensity. S&P could also lower the rating if
Kissner's liquidity position meaningfully deteriorated. S&P
believes this could occur during a very harsh winter in which the
company needed to purchase or produce significant salt volumes at
elevated prices to fulfill contractual obligations.
A near-term upgrade is unlikely because the company is owned by a
financial sponsor, and S&P expects this will result in aggressive
financial policies that will lead to elevated debt leverage in the
medium term. While not likely in the near term, S&P could consider
an upgrade if it believed Kissner’s leverage was consistent with
an aggressive financial risk profile and there was little risk of
releveraging after taking into account ownership considerations.
LAS AMERICAS 74-75: Files Schedules of Assets & Debt
----------------------------------------------------
Las Americas 74-75, Inc., filed with the U.S. Bankruptcy Court for
the District of Puerto Rico its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $7,000,000
B. Personal Property $14,734,140
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $18,382,100
E. Creditors Holding
Unsecured Priority
Claims $271,754
F. Creditors Holding
Unsecured Non-priority
Claims $0
----------- -----------
TOTAL $21,215,533 $18,653,855
A copy of the schedules is available for free at:
http://bankrupt.com/misc/prb15-01527_SAL.pdf
About Las Americas 74-75
Las Americas 74-75, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 15-01527) on March 2,
2015.
The petition was signed by Omar Guzman Benitez, vice president.
The case is assigned to Judge Edward Godoy. Las Americas 74-75 is
represented by Carmen Conde Torres, Esq., at C. Conde & Associates,
in San Juan, Puerto Rico.
Las Americas disclosed total assets estimated at $21.2 million and
total debt estimated at $18.7 million.
LAS AMERICAS 74-75: Hires Carmen D. Conde Torres as Attorney
------------------------------------------------------------
Las Americas 74-75, Inc., asked the U.S. Bankruptcy Court for the
District of Puerto Rico for approval to hire the Law Firm of Carmen
D. Conde Torres, Esq., from the Law Offices of C. Conde &
Associates, as its legal counsel.
Carmen D. Conde Torres will represent the Debtor in the Chapter 11
case and in all matters relating thereto.
The attorney required a $50,000 retainer, and $40,000 were paid by
the Debtor ($13,000) and its shareholders ($27,000). The remaining
$10,000 will be paid during March from non-estate funds.
Ms. Conde Torres will charge $300 per hour plus any costs and
expenses. Associates at the firm will charge $275 per hour, junior
attorneys will charge $250 per hour, and paralegals will charge
$150 per hour.
To the best of the Debtor's knowledge, Conde Torres is a
disinterested person within the meaning of 11 U.S.C. Sec. 101(14).
About Las Americas 74-75
Las Americas 74-75, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 15-01527) on March 2,
2015.
The petition was signed by Omar Guzman Benitez, vice president.
The case is assigned to Judge Edward Godoy. Las Americas 74-75 is
represented by Carmen Conde Torres, Esq., at C. Conde & Associates,
in San Juan, Puerto Rico.
Las Americas disclosed total assets estimated at $21.2 million and
total debt estimated at $18.7 million.
LIGHTSQUARED INC: Judge Approves Ch. 11 Restructuring Plan
----------------------------------------------------------
Joseph Checkler and Tom Corrigan, writing for The Wall Street
Journal, reported that U.S. Bankruptcy Judge Shelley C. Chapman in
New York has approved LightSquared Inc.'s Chapter 11 reorganization
plan, capping a bankruptcy odyssey for Philip Falcone's ambitious
wireless venture that filed for bankruptcy nearly three years ago.
Solus Alternative Asset Management LP on behalf of certain of its
funds and/or managed accounts, and Cerberus Capital Management,
L.P. on behalf of certain of its funds and/or managed accounts,
have entered into joinder agreements to Lightsquared's Plan Support
Agreement.
Full-text copies of the PSAs are available at
http://bankrupt.com/misc/LIGHTSQUAREDsoluspsa.pdf
Prior to the confirmation hearing, LightSquared and the other Plan
Proponents have made certain modifications to the Plan and the
Proposed Confirmation Order to include modifications requested by
the Office of the United States Attorneys and to provide
LightSquared and the New Investors' reservation of right to make
further changes to the Plan or the Proposed Confirmation Order.
A blacklined copy of the Modified Second Amended Plan, dated March
26, 2015, is available at
http://bankrupt.com/misc/LIGHTSQUAREDplan0326.pdf
As previously reported by The Troubled Company Reporter,
LightSquared's Chapter 11 Plan provides that Charlie Ergen will be
paid all cash for the roughly $1 billion he is owed with the
payment coming from a $1.515 billion new loan from Jefferies
Finance LLC. As consideration for the Commitments, a commitment
fee equal to $174,225,000 will be paid on the Effective Date in the
form of Second Lien Exit Term Loans in a principal amount equal to
the Commitment Fee.
According to the Journal, Judge Chapman's approval signals the end
of the bankruptcy battle between Mr. Ergen, Dish Network Corp.'s
chairman, and Mr. Falcone, the founder of hedge fund Harbinger
Capital Partners, over LightSquared and its wireless spectrum, the
limited pockets of airwaves that mobile-phone and Internet
companies use.
About LightSquared Inc.
LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.
LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network. In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries. In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.
LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity
and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared
and the lenders were not able to consummate a global restructuring
on terms acceptable to all interested parties.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors. Alvarez & Marsal North America, LLC, is the
financial
advisor. Kurtzman Carson Consultants LLC serves as claims and
notice agent.
* * *
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 20, 2015, approved the
Second
amended specific disclosure statement explaining Lightsquared
Inc.,
et al.'s second amended joint plan, after determining that the
disclosures contain adequate information within the meaning of
Section 1125(a) of the Bankruptcy Code.
As previously reported by The Troubled Company Reporter, the
Debtors, in December, filed a joint plan and disclosure statement,
which contemplate, among other things, (A) new money investments
by
the New Investors in exchange for a combination of preferred and
common equity, (B) the conversion of the Prepetition LP Facility
Claims into new second lien debt obligations, (C) the repayment in
full, in cash, of the Inc. Facility Prepetition Inc. Facility
NonSubordinated Claims immediately following confirmation of the
Plan, (D) the payment in full, in cash, of LightSquared's general
unsecured claims, (E) the provision of $1.25 billion in new money
working capital for the Reorganized Debtors, (F) the assumption of
certain liabilities, (G) the resolution of all inter-Estate
disputes, and (H) the contribution by Harbinger of the Harbinger
Litigations.
Judge Chapman commenced a hearing on March 9, 2015, to consider
confirmation of the amended joint plan filed by Lightsquared Inc.
and its debtor-affiliates together with Fortress Credit
Opportunities Advisor LLC, Harbinger Capital Partners LLC, and
Centerbridge Partners LP.
LPATH INC: Reports $16.5 Million Net Loss for 2014
--------------------------------------------------
LPath, Inc., filed with the Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss of $16.6 million
on $5.08 million of total revenues for the year ended Dec. 31,
2014, compared to a net loss of $6.56 million on $7.98 million of
total revenues for the year ended Dec. 31, 2013. The Company
previously reported a net loss of $2.75 million in 2012.
As of Dec. 31, 2014, LPath had $20.95 million in total assets,
$5.14 million in total liabilities and $15.8 million in total
stockholders' equity.
Since inception, the Company's operations have been financed
primarily through the sale of equity and debt securities and funds
received from corporate partners pursuant to research and
development collaboration agreements. From inception through
Dec. 31, 2014, the Company had received net proceeds of
approximately $82.5 million from the sale of equity securities and
the issuance of convertible promissory notes. In addition, the
Company had received a total of $42.2 million from corporate
partners, including a total of $24.5 million in funding from the
Company's research and development arrangement with Pfizer during
the years ended Dec. 31, 2011, through 2014.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/biIPRO
About LPath
San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.
MICHAEL GERARD: 7th Circuit Reverses Judgment in Suit by Kin
------------------------------------------------------------
The United States Court of Appeals for the Seventh Circuit reversed
the interlocutory judgment of the district court in the adversary
proceeding filed by Kevin P. Gerard and Margaret M. Gerard against
Debtor Michael J. Gerard. The Seventh Circuit also remanded the
case to the bankruptcy court for a determination of whether
Michael's conduct constitutes a "willful and malicious injury" to
the Gerards.
The appellate case is Kevin P. Gerard and Margaret M. Gerard,
Plaintiffs-Appellees v. Michael J. Gerard, Defendant-Appellant,
Case No. 14-1496.
Kevin and Margaret Gerard initiated the adversary proceeding
seeking a judicial determination that the $281,000 interlocutory
judgment they obtained against Michael Gerard for slander of title
is precluded from discharge in bankruptcy under Section 523(a)(6)
of the Bankruptcy Code. The bankruptcy court concluded that the
interlocutory judgment was precluded from discharge and entered
judgment for Kevin and Margaret. Michael appealed to the district
court, and it affirmed the judgment of the bankruptcy court.
The Seventh Circuit held the district court and the bankruptcy
court erred in holding the state court jury's slander of title
findings preclusively established that Michael acted "willfully"
within the meaning of Section 523(a)(6) because the jury's verdict
could have been based on Michael's negligence.
The dispute among the parties arose from a vacant parcel of real
property located on Lake Michigan in Ozaukee County, Wisconsin,
that Michael sought to purchase in 2007, but he needed help with
the financing so he turned to his brother Kevin, and Kevin's wife,
Margaret. In November 2007, the Gerards purchased the lot, and by
oral agreement the parties agreed that Michael would cover the
expenses, make payments, and ultimately purchase the lot outright.
As time went by, a dispute arose between Michael and the Gerards.
After some fruitless negotiation, they concluded that Michael would
not be financially able to purchase the lot from them, so they put
it up for sale.
In 2009, after some sale price reductions failed to attract a
buyer, the Gerards sued Michael in Ozaukee County Circuit Court
seeking a declaration of quiet title, slander of title, partition,
and breach of contract.
A full-text copy of the Ruling dated March 12, 2015, is available
at http://bit.ly/1GpdwmLfrom Leagle.com.
Michael Gerard filed a Chapter 11 bankruptcy petition in 2012 in
the U.S. Bankruptcy Court for the Eastern District of Wisconsin.
MIDSTATES PETROLEUM: Alan Carr Named to Board's Audit Committee
---------------------------------------------------------------
The Board of Directors of Midstates Petroleum Company, Inc.,
appointed Alan J. Carr to the Audit Committee and the Compensation
Committee of the Board, according to a document filed with the
Securities and Exchange Commission. Mr. Carr was appointed to the
Board effective as of March 9, 2015.
About Midstates Petroleum Company
Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.
Midstates reported net income of $117 million on $794 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $344 million on $470 million of total revenues for the year
ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $2.47 billion in total assets,
$2 billion in total liabilities and $466 million in total
stockholders' equity.
The Company's independent auditor, Deloittee & Touche LLP, in
Houston, Texas, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that Midstates' projected debt covenant violation and
resulting lack of liquidity raise substantial doubt about its
ability to continue as a going concern.
* * *
Midstates Petroleum carries a 'B' corporate credit rating from
Standard & Poor's Ratings Services.
As reported by the TCR in January 2015, Moody's Investors Service
downgraded Midstates Petroleum's corporate family rating to 'Caa1'
from 'B3'. The downgrade reflects growing risk for Midstates'
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 months, the report said.
MIDSTATES PETROLEUM: Appoints Interim President and CEO
-------------------------------------------------------
Frederic (Jake) F. Brace was appointed to the position of interim
president and chief executive officer of Midstates Petroleum
Company, Inc., on March 18, 2015, according to a document filed
with the Securities and Exchange Commission.
Mr. Brace replaces Dr. Peter J. Hill, who resigned from his
position as interim president and chief executive officer effective
March 18, 2015. Mr. Brace was previously appointed to the Board of
Directors of the Company on March 9, 2015. Dr. Hill will remain
with the Company in a consulting role following his resignation.
Mr. Brace, age 57, has over 20 years of experience in business
management and board representations. He is currently vhairman and
chief executive officer of Beaucastel LLC and Sangfroid Advisors
Ltd. Previously, Mr. Brace worked for Niko Resources, Ltd., an oil
and gas company, from August 2013 to December 2014 serving first as
Senior Advisor and then as President of the company. From 1988 to
2008, Mr. Brace worked at the UAL Corporation (now United
Continental Holdings, Inc.), the parent company of United Airlines,
Inc. and Continental Airlines, Inc., where he served as executive
vice president and chief financial officer of UAL Corporation and
United Airlines, Inc. from 2002 to 2008. Mr. Brace is a member of
the board of directors of Anixter International and Standard
Register. He has also served on the board of numerous public and
private companies. He received his BS in Industrial Engineering
from the University of Michigan in 1980 and his MBA with a
specialization in finance from the University of Chicago Graduate
School of Business in 1982.
Mr. Brace and the Company expect to enter into an employment
agreement outlining the terms of his employment. It is anticipated
that Mr. Brace's monthly salary will be $100,000 while serving as
interim president and chief executive officer.
Appointment of Directors
Additionally, effective as of March 18, 2015, Bruce H. Stover and
Robert E. Ogle were appointed to the Board and Robert M. Tichio,
Mary P. Ricciardello and Loren M. Leiker resigned from the Board.
Ms. Ricciardello and Messrs. Tichio and Leiker did not resign from
the Board due to any disagreement with the Company or any matter
relating to the Company's operations, policies or practices.
Mr. Stover was appointed to the Audit Committee, the Compensation
Committee and the Nominating and Governance Committee. Mr. Stover
will serve as the chairman of the Compensation Committee. Mr. Ogle
was appointed to the Audit Committee and will serve as its
chairman.
As non-employee directors, each of Mr. Stover and Mr. Ogle will
receive compensation in accordance with the Company's policies for
compensating non-employee directors, which consists of a $150,000
annual cash retainer; $1,500 in cash for each in-person Board
meeting attended and $750 in cash for each telephonic Board meeting
attended; a fee of $15,000 for the chairman of the Audit Committee
and $10,000 for all other committees; and a cash retainer of $7,500
for Audit Committee members and $5,000 for all other committees.
About Midstates Petroleum Company
Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.
Midstates reported net income of $117 million on $794 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $344 million on $470 million of total revenues for the year
ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $2.47 billion in total assets,
$2 billion in total liabilities and $466 million in total
stockholders' equity.
The Company's independent auditor, Deloittee & Touche LLP, in
Houston, Texas, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that Midstates' projected debt covenant violation and
resulting lack of liquidity raise substantial doubt about its
ability to continue as a going concern.
* * *
Midstates Petroleum carries a 'B' corporate credit rating from
Standard & Poor's Ratings Services.
As reported by the TCR on April 8, 2013, Moody's Investors Service
affirmed Midstates Petroleum's 'B3' Corporate Family Rating.
MINT LEASING: Cancels Exchange Pact with ICFG & Sunset Brands
-------------------------------------------------------------
The Mint Leasing, Inc., Investment Capital Fund Group, LLC Series
20, and Sunset Brands, Inc., entered into and closed the
transactions contemplated by a Mutual Rescission and Release
Agreement, rescinding completely the Share Exchange Agreement that
the parties previously entered into and closed effective Sept. 23,
2014.
Pursuant to the Exchange Agreement, Mint Leasing acquired 100% of
the issued and outstanding voting shares and 99% of the issued and
outstanding non-voting shares of ICFG in exchange for 62,678,872
shares of the Company's restricted common stock (representing 42.3%
of the Company's post-closing common stock, based on 85,654,416
shares of common stock issued and outstanding immediately prior to
the closing of the Exchange Agreement and 148,333,288 shares of
common stock issued and outstanding immediately after the closing).
ICFG owns 52 Gem Assets - "52 Sapphires from the King and Crown of
Thrones collection", which have a total carat weight of 3,925.17,
the rights to which and ownership of which were acquired by the
Company in connection with the closing of the Exchange Agreement.
The Company has not issued the Company shares to Sunset to date (in
either certificate form or book entry form); (b) neither ICFG nor
Sunset has delivered the Gemstones to the Company; nor (c) has the
Company taken physical delivery of the Gemstones.
Pursuant to the Rescission Agreement, the parties rescinded all
agreements entered into in connection with the Exchange Agreement
and any other agreements or understandings between the Parties
resulting in the following:
(i) all ownership right and title to interests of ICFG being
transferred by the Company back to Sunset and Sunset
holding 100% of the ownership in ICFG;
(ii) Sunset releasing all obligation of the Company to issue the
shares of common stock originally due to Sunset pursuant to
the terms of the Exchange Agreement; and
(iii) all ownership right and title to the Gemstones being held
by ICFG.
The parties also provided and received customary releases.
The Company filed its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2014, with the Securities and Exchange Commission
on Nov. 18, 2014. The Quarterly Report stated that the Company had
taken an impairment charge on its Balance Sheet in the amount of
$10,028,620 relating to the value of the shares of common stock
originally issued to Sunset in exchange for ICFG. Specifically,
the Company recognized the book value of the Gemstones in the
Quarterly Report as $0. The Company took this position because the
Company was unable to determine the appropriate "fair market value"
of the Gemstones based on the retail replacement appraisal
previously provided by Sunset, and because the Company believed
that the process to obtain a "fair market value" suitable for
inclusion in the Company's financial statements would be unduly
costly and time consuming. Notwithstanding the above, the Company,
ICFG and Sunset did not disagree about the retail replacement value
of the Gemstones established in the retail replacement appraisal,
the Company simply was unable to verify the "fair market value".
Dismisses Accountant
On Feb. 19, 2015, Mint Leasing dismissed M&K CPAS, PLLC and engaged
LBB & Associates Ltd., LLP as its independent registered public
accounting firm through and with the approval of the Company's
Board of Directors (consisting solely of Mr. Jerry Parish).
Other than for the inclusion of a paragraph describing the
uncertainty of the Company's ability to continue as a going
concern, M&K's reports on the Company's financial statements for
the years ended Dec. 31, 2012, and 2013, contained no adverse
opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
The Company said the dismissal was not a result of any disagreement
with the accounting firm.
During the Company's two most recent fiscal years and the
subsequent interim period preceding LBB's engagement, neither the
Company nor anyone on its behalf consulted LBB.
In approving the selection of LBB as the Company's independent
registered public accounting firm, the Board of Directors
(consisting solely of Mr. Jerry Parish) considered all relevant
factors, including that no non-audit services were previously
provided by LBB to the Company.
About Mint Leasing
Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.
Mint Leasing reported net income of $3.22 million on $6.45 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $238,969 on $9.97 million of total revenues in
2012.
As of Sept. 30, 2014, the Company had $15.74 million in total
assets, $16.51 million in total liabilities and a $763,555 total
stockholders' deficit.
Bankruptcy Warning
"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders. We can provide no assurance that
additional financing will be available on favorable terms, if at
all. If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants. If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless. Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern. If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the 2013 Annual
Report.
MN CORPORATION: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: MN Corporation of USA
5084 Bright Galaxy Lane
Lake Worth, FL 33463
Case No.: 15-15416
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Erik P. Kimball
Debtor's Counsel: David L. Merrill, Esq.
OZMENT MERRILL
2001 Palm Beach Lakes Blvd, Suite 410
West Palm Beach, FL 33409
Tel: 561.689-6789
Fax: 561.689-6767
Email: david@ombkc.com
Total Assets: $2.99 million
Total Liabilities: $2.49 million
The petition was signed by Mohammad Kaiyum Miah, president.
The Debtor listed Palm Beach County Tax Collector as its largest
unsecured creditor holding a claim of $20,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb15-15416.pdf
MONITRONICS INT'L: S&P Rates $350MM Incremental Term Loan 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Dallas-based residential and small business alarm
monitoring company Monitronics International Inc.'s incremental
$350 million term loan due 2022, with a recovery rating of '3'. The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%; higher half of the range) recovery in the event of a
payment default.
The company will use $50 million of the proceeds to pay down the
outstanding balance on its revolving credit facility, which is
rated 'B' with a '3' recovery rating (higher end of the range), and
the remainder will be used to repay $295 million of Monitronics'
existing term loan due 2018, which is also rated 'B' with a '3'
recovery rating (high end of the range).
S&P expects that the company will continue to use a combination of
cash flow from operations and additional debt to finance
acquisitions of new subscribers from its network of third-party
dealers as well as through acquisitions of other alarm monitoring
companies.
S&P's corporate credit rating on Monitronics remains 'B' with a
stable outlook, and reflects the company's "weak" business risk
profile and "highly leveraged" financial risk profile. Leverage
metrics remain essentially unchanged following the transaction.
S&P's ratings on the company's existing debt also remain
unchanged.
RATINGS LIST
Monitronics International Inc.
Corporate Credit Rating B/Stable/--
$914 mil. term ln due 2018 B
Recovery Rating 3H
New Rating
Monitronics International Inc.
$350 mil. term ln add-on due 2022 B
Recovery Rating 3H
MONROE HOSPITAL: Liquidation Plan Declared Effective March 5
------------------------------------------------------------
Monroe Hospital LLC notified the U.S. Bankruptcy Court for the
Southern District of Indiana that its Chapter 11 plan of
liquidation became effective as of March 5, 2015. The Debtor said
all conditions to the occurrence of the effective date set forth in
the plan and the confirmation order were satisfied.
About Monroe Hospital
Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed
private acute care medical surgical hospital in Bloomington,
Indiana. It leases the land on which the hospital is located from
MPT Bloomington, LLC.
Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on
Aug. 8, 2014. Joseph Roche signed the petition as president and
chief executive officer. In its schedules, the Debtor disclosed
$14.3 million in total assets and $136 million in liabilities.
The case is assigned to Judge James M. Carr. The Debtor is
represented by attorneys at Bingham Greenebaum Doll LLP. Upshot
Services LLC acts as the Debtor's noticing, claims and balloting
agent.
NAVISTAR INTERNATIONAL: GAMCO Reports 8% Stake as of March 23
-------------------------------------------------------------
GAMCO Asset Management, Inc., Gabelli Funds, LLC, Teton Advisors,
Inc., et al., disclosed in a regulatory filing with the Securities
and Exchange Commission that as of March 23, 2015, they
beneficially own an aggregate of 10,033,832 shares of common stock
of Navistar International Corporation, which represents 12.3
percent of the 81,530,375 shares outstanding. GAMCO beneficially
owns 6,503,979 common shares or 7.98 percent. A copy of the
Schedule 13D is available for free at http://is.gd/ERDBD3
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar International reported a net loss attributable to the
Company of $619 million for the year ended Oct. 31, 2014, compared
to a net loss attributable to the Company of $898 million for the
year ended Oct. 31, 2013.
As of Jan. 31, 2015, the Company had $6.78 billion in total assets,
$11.5 billion in total assets, $4.68 billion total stockholders'
deficit.
* * *
In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corp., including the
'B3' corporate family rating. The ratings reflect Moody's
expectation that Navistar's successful incorporation of Cummins
engines throughout its product line up will enable the company to
regain lost market share, and that progress in addressing component
failures in 2010 vintage-engines will significantly reduce warranty
expenses.
As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Navistar
International to 'CCC+' from 'B-'. "The rating downgrades reflect
our increased skepticism regarding NAV's prospects for achieving
the market shares it needs for a successful business turnaround,"
said credit analyst Sol Samson.
In January 2013, Fitch Ratings affirmed the issuer default ratings
for Navistar International at 'CCC' and removed the negative
outlook on the ratings. The removal reflects Fitch's view that
immediate concerns about liquidity have lessened, although
liquidity remains an important rating consideration as NAV
implements its selective catalytic reduction engine strategy.
NEW BERN RIVERFRONT: Court Refuses to Reconsider Judgment for NRS
-----------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, denied
National Reinforcing Systems, Inc.'s motion to alter or amend the
Court's September 10, 2014 order, which granted summary judgment in
NRS's favor.
Judge Humrickhouse opined that NRS has not established any basis
for reconsideration of the September 10, 2014 Order. Judge
Humrickhouse added that NRS was not a proper party to the
third-party complaint of Weaver Cooke, rendering summary judgment
in NRS's favor appropriate.
New Bern Riverfront Development, LLC is the owner and developer of
the SkySail Luxury Condominiums located in New Bern, North
Carolina, and Weaver Cooke Construction, LLC was the Project's
general contractor. On March 30, 2009, New Bern initiated an
action in Wake County Superior Court related to the alleged
defective construction of the Project, naming numerous defendants,
including Weaver Cooke and "National Erectors Rebar, Inc. f/k/a
National Reinforcing Systems, Inc." On June 8, 2009, Weaver Cooke
filed an answer to New Bern's complaint, containing crossclaims
against "Defendant National Erectors Rebar, Inc. and National
Reinforcing Systems, Inc."
In November 2009, New Bern filed a petition for relief under
Chapter 11 of the Bankruptcy Code. The State Action was removed to
the U.S. District Court for the Eastern District of North Carolina
on December 16, 2009, and subsequently transferred to the
Bankruptcy Court on February 3, 2010.
On May 27, 2010, Weaver Cooke filed an answer to New Bern's first
amended complaint and again asserted crossclaims against both
National Erectors Rebar, Inc. and National Reinforcing Systems,
Inc. On September 9, 2010, Weaver Cooke filed a third-party
complaint, asserting claims of negligence, contractual indemnity
and breach of express warranty, exclusively against "National
Reinforcing Systems, Inc."
On December 20, 2013, NRS filed a motion for summary judgment
regarding all three causes of action alleged by Weaver Cooke in its
third-party complaint. The Court found, however, that although
Weaver Cooke had lodged claims against both National Erectors
Rebar, Inc. and NRS, the claims against NRS could not stand because
NRS had previously merged into NER. Thus, in the September 10,
2014 Order, the Court found that NRS was not a proper party to the
third-party complaint filed against it by Weaver Cooke,
necessitating dismissal of that complaint. The Court also held
that, as to Weaver Cooke, NER is the proper party to hold
responsible for any liability of NRS. NRS's motion for summary
judgment was granted as to all of Weaver Cooke's claims.
In the motion presently before the court, NRS seeks reconsideration
of the September 10, 2014 Order granting summary judgment in its
favor, arguing that the order contains an error of law and has
unintended consequences, which cause manifest injustice. NRS asks
the Court to affirm its decision, yet on the grounds raised in the
summary judgment motion (i.e., negligence, contractual indemnity
and breach of express warranty). In the alternative, NRS asks the
Court to hold that NER is not liable for any claims asserted
against NRS.
The adversary proceeding is In re: New Bern Riverfront Development,
LLC, Debtor, New Bern Riverfront Development, LLC, Plaintiff, v.
Weaver Cooke Construction, LLC; Travelers Casualty and Surety
Company of America; J. Davis Architects, PLLC; Fluhrer Reed PA; and
National Erectors Rebar, Inc. f/k/a National Reinforcing Systems,
Inc., Defendants, and Weaver Cooke Construction, LLC; and Travelers
Casualty and Surety Company of America, Defendants,
Counterclaimants, Crossclaimants and Third-Party Plaintiffs, v. J.
Davis Architects, PLLC, Fluhrer Reed PA, Skysail Owners
Association, Inc.; National Reinforcing Systems, Inc., Robert P.
Armstrong, Jr., Robert Armstrong, Jr., Inc., Summit Design Group,
Inc., Carolina Custom Moulding, Inc., Curenton Concrete Works,
Inc., William H. Dail d/b/a DD Company, East Carolina Masonry,
Inc., Gouras, Inc., Hamlin Roofing Company, Inc.; Hamlin Roofing
Services, Inc., Humphrey Heating & Air Conditioning, Inc.;
Performance Fire Protection, LLC; Randolph Stair and Rail Company;
Stock Building Supply, LLC; PLF of Sanford, Inc. f/d/b/a Lee Window
& Door Company; United Forming, Inc. a/d/b/a United Concrete, Inc.;
Johnson's Modern Electric Company, Inc.; and Waterproofing
Specialities, Inc., Crossclaimants, Counterclaimants and
Third-Party Defendants. and National Erectors Rebar, Inc.
Defendant, Counterclaimant, Crossclaimant and Third-Party
Plaintiff, v. Robert P. Armstrong, Jr., Robert Armstrong, Jr.,
Inc., Summit Design Group, Inc., JMW Concrete Contractors, and
Johnson's Modern Electric Company, Inc. Third-Party Defendants. and
J. Davis Architects, PLLC, Third-Party Plaintiff, v. McKim & Creed,
P.A., Third-Party Defendant, and Gouras, Inc., Third Party
Defendant and Fourth-Party Plaintiff, v. Rafael Hernandez, Jr.,
Carlos Chavez d/b/a Chavez Drywall, 5 Boys, Inc. and Alex Garcia
d/b/a/ JC 5, Fourth-Party Defendants, and Stock Building Supply,
LLC, Third-Party Defendant and Fourth-Party Plaintiff, v. Carlos O.
Garcia, d/b/a/ C.N.N.C., Fourth-Party Defendant, Case No.
10-00023-8-AP.
A full-text copy of the March 12, 2015 Order is available at
http://bit.ly/1E2hYbjfrom Leagle.com.
About New Bern Riverfront
Cary, North Carolina-based New Bern Riverfront Development, LLC, is
the developer of SkySail Condominium, consisting of 121 residential
condominiums (plus 1 commercial/non-residential unit) located on
Middle Street on the waterfront in historic downtown New Bern,
North Carolina, and sells the SkySail Condominiums in the ordinary
course of business. New Bern Riverfront filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov.
30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents
the Debtor. The Company disclosed $31,515,040 in assets and
$25,676,781 in liabilities as of the Chapter 11 filing.
New Bern Riverfront has filed an Amended Plan of Reorganization,
which represents a consensual plan negotiated with the Debtor's
secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates
selling properties.
NY MILITARY ACADEMY: Files Schedules of Assets & Debt
-----------------------------------------------------
New York Military Academy filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $10,200,000
B. Personal Property 340,571
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $8,103,889
E. Creditors Holding
Unsecured Priority
Claims $61,638
F. Creditors Holding
Unsecured Non-priority
Claims $2,833,706
----------- -----------
TOTAL $10,540,571 $10,999,232
A copy of the schedules is available for free at:
http://bankrupt.com/misc/nysb15-37379_SAL.pdf
About New York Military Academy
New York Military Academy is a private coeducational boarding
school in the rural village of Cornwall-on-Hudson, 60 miles north
of New York City, and is one of the oldest military schools in the
United States.
NYMA filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case
No. 15-35379) in Poughkeepsie, New York, on March 3, 2015. David
B. Fields, the first vice-president, signed the petition. Lewis D.
Wrobel, Esq., at Lewis D. Wrobel, serves as the Debtor's counsel.
NY MILITARY ACADEMY: Hires Lewis Wrobel as Counsel
--------------------------------------------------
New York Military Academy filed an application to employ Lewis D.
Wrobel, Esq., at the firm of Lewis D. Wrobel, as counsel.
The professional services Mr. Wrobel is to render are:
a. To give the Debtor legal advice with respect to the powers
and duties in the continued operation of the business and
management of the property of the Debtor;
b. To take necessary action to void liens against the Debtor's
property;
c. To prepare on behalf of the Debtor necessary petitions,
schedules, orders, pleadings and other legal papers; and
d. To perform all other legal services for the Debtor which may
be necessary.
The firm has received a retainer in the sum of $20,000.
The firm currently charges at the rate of $390.00.00 per hour for
attorney services and $150 to $230 per hour for paralegal services.
The rates are subject to increase on Jan. 1 of each year.
The Debtor will also be responsible for the payment of
disbursements.
To the best of the Debtor's knowledge, Mr. Wrobel does not hold or
represent any interest adverse to the estate and is a disinterested
person within the meaning of 11 U.S.C. Section 101(14).
About New York Military Academy
New York Military Academy is a private coeducational boarding
school in the rural village of Cornwall-on-Hudson, 60 miles north
of New York City, and is one of the oldest military schools in the
United States.
NYMA filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case
No. 15-35379) in Poughkeepsie, New York, on March 3, 2015. David
B. Fields, the first vice-president, signed the petition. Lewis D.
Wrobel, Esq., at Lewis D. Wrobel, serves as the Debtor's counsel.
The Debtor reported total assets of $10.5 million and total debts
of $10.9 million.
OUTFRONT MEDIA: Debt Add-on No Effect on S&P's BB- Notes Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue-level
rating and '4' recovery rating on New York City-based outdoor
advertising company Outfront Media Inc.'s senior unsecured notes
due 2024 are not affected by the company's proposed $100 million
add-on. The '4' recovery rating indicates S&P's expectation for
average recovery (30%-50%; lower half of the range) of principal in
the event of a default. Outfront Media's wholly owned
subsidiaries, Outfront Media Capital LLC and Outfront Media Capital
Corp., are co-borrowers of this debt.
With this additional debt issuance, S&P expects that Outfront
Media's pro forma adjusted leverage will increase to roughly 4.8x
from 4.6x as of Dec. 31, 2014. Leverage at this level is
consistent with S&P's "aggressive" financial risk profile
assessment, and S&P expects that it would remain below our 5x
adjusted leverage threshold for the company at a 'BB-' corporate
credit rating. The company intends to use $50 million of the net
proceeds to repay revolver borrowings and the remainder for general
corporate purposes. S&P expects that leverage will decline to the
mid-4x area by the end of 2015 as a result of debt repayment and
low- to mid-single-digit EBITDA growth.
S&P views Outfront Media's business risk profile as "satisfactory"
because of the company's strong position in large and midsize
outdoor advertising markets, its consistently high EBITDA margin
(in the high-40% area), and the moderate structural pressure it
faces compared with other media companies due to less competition
from online advertising. S&P's rating outlook on Outfront Media
remains stable.
RATINGS LIST
Outfront Media Inc.
Corporate Credit Rating BB-/Stable/--
Ratings Unchanged
Outfront Media Capital LLC
Outfront Media Capital Corp.
$500 mil. senior unsecured notes due 2024* BB-
Recovery Rating 4L
*Includes add-on.
PANDA TEMPLE: S&P Assigns 'B' Rating on $411.6MM Credit Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' credit rating
to Texas-based power project Panda Temple Power LLC's $411.6
million credit facilities. The outlook is stable.
S&P also assigned its '2' recovery rating to the term loan B and
related senior secured credit facilities. The '2' recovery rating
indicates S&P's expectation of "substantial" recovery (70% to 90%;
in the upper half of the band) if a default occurs.
S&P also withdrew existing ratings on the refinanced debt.
Temple is a special-purpose, bankruptcy-remote entity established
to build and operate the Panda Temple Power Plant, an approximately
758 megawatt natural-gas-fired, combined-cycle generation facility
in Temple, Texas, about 130 miles south of Dallas. Construction
concluded in July 2014. Temple now dispatches into the north
subregion of the Electric Reliability Council of Texas (ERCOT)
market and abuts the Panda Temple II Power plant, which should come
on line in mid-2015. Panda Power Funds and a consortium of other
investors own the equity in the Temple project.
Temple will service this debt from revenues generated by selling
electricity into ERCOT.
"We expect revenues to be volatile throughout the project's life,
although financial hedges create a floor for cash flow during the
next few years," said Standard & Poor's credit analyst Michael
Ferguson.
The stable outlook on the debt rating reflects S&P's view that the
project has sufficient liquidity to tide it over during 2015 and
that cash flow, which S&P expects to be volatile, will still
adequately cover debt service throughout the debt's tenor. S&P
expects there will be leverage of around $140 per kW at maturity.
PEOPLEWELL HR: Case Jointly Administered With Go Bollywood's
------------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida approved the U.S. Trustee's Ore Tenus
motion for joint administration of the bankruptcy case of
Peoplewell HR Solutions LLC.
Judge McEwan noted the cases styled In Re Go Bollywood Tampa Bay
Florida Convention LLC (Case No: 14-11155) and In Re Peoplewell HR
Solutions LLC (Case No: 14-13688) are jointly administered with Go
Bollywood Tampa Bay Florida Convention LLC (Case No.: 14-11155).
Peoplewell HR Solutions, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case No. 8:14-bk-13688) on Nov. 21, 2014, in Tampa,
Florida. Buddy D. Ford, PA, serves as counsel to the Debtor.
Peoplewell disclosed total assets of $340 million and total
liabilities of $1.35 million.
Chetan R. Shah, the manager, signed the petition. Shah filed her
own bankruptcy case on Aug. 7, 2014, Case No. 14-09207, which is
pending before Judge Catherine Peek McEwen. Related entities that
sought bankruptcy protection also include Athenon CDK Corporation,
Go Bollywood Tampa Bay Florida Convention, LLC, and Hillsdale
Financial Synergy, LLC.
According to a court filing, Peoplewell HR together with Chetan
Sha, and Go Bollywood, have entered into a contingency agreement to
prosecute an adversary proceeding against Dr. Kiran Patel.
PORT AGGREGATES: Douglas S. Draper Approved as Chapter 11 Examiner
------------------------------------------------------------------
U.S. Bankruptcy Judge Robert Summerhays approved the appointment of
Douglas S. Draper as examiner in the Chapter 11 case of Port
Aggregates, Inc.
As reported in the Troubled Company Reporter on March 12, 2015,
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, selected Mr.
Draper as examiner. To the best of the U.S. Trustee's knowledge,
the examiner's connections with the Debtor, creditors, any other
parties-in-interest, the U.S. Trustee, and persons employed in the
Office of the U.S. Trustee, are limited.
U.S. Bankruptcy Judge Robert Summerhays ordered that, among other
things:
1. The appointment will be in consultation with the Debtor, the
Guinns, and other parties-in-interest; and
2. Until the examiner has filed his or her report (and any
additional or subsequent report as may be ordered by the Court),
neither the examiner nor the examiner's professionals or agents
will make any disclosures other than to the Court, if requested,
concerning the results of the examiner's investigation and any
preliminary and final conclusions reached.
The Guinns consist of James P. Guinn and Timothy J. Guinn, William
R. Guinn, Ellen Guinn Martel, Philip L. Guinn, and Nathaniel Stuart
Guinn, Individually, and as Trustee for the Caroline T. Guinn
Trust, the James Paul Guinn, Jr. Trust, the Joel M. Guinn Trust,
the Laura Katherine Guinn Trust, the Christian J. Guinn Trust and
the Anna C. Guinn Trust.
About Port Aggregates
Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason. The Debtor disclosed
$34,145,728 in assets and $15,720,035 in liabilities as of the
Chapter 11 filing.
The Debtor is required to submit a Chapter 11 plan and disclosure
statement by April 20, 2015.
The case is assigned to Judge Robert Summerhays. The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.
The petition was signed by Andrew L. Guinn, Sr., president.
The Debtor recently submitted amended schedules. Copies are
available for free at:
http://bankrupt.com/misc/PortAggregates_148_amendedSAL_D.pdf
http://bankrupt.com/misc/PortAggregates_147_amendedSAL_A.pdf
PWK TIMBERLAND: Hires Reinauer Real to Sell Real Estate
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized PWK Timberland LLC to employ Reinauer Real Estate
Corporation to assist the Debtor with the proposed sale of real
estate pursuant to the parties' listing and marketing agreement.
According to court documents, the agreement between the Debtor and
Flavin Realty expired on July 31, 2014. The Debtor believes that
the services of a realtor are needed to continue to market and sell
the property, and the Debtor desires to employ the services of
Richman Reinauer. The Debtor has worked with Mr. Reinauer,
associate broker employed by Reinauer Real Estate Corporation. Mr.
Reinauer is familiar with the property and the Debtor feels that he
would be the best qualified realtor to handle this sale.
The Debtor proposes to provide Mr. Reinauer with a commission of 6%
of the sale proceeds.
Mr. Reinauer can be reached at:
Richman Reinauer
Reinauer Real Estate Corporation
409 Iris Street
Downtown Lake Charles
Lake Charles, LA 70601
Tel: 337-310-8000
Fax: 337-310-3726
About PWK Timberland
Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor. The Debtor
disclosed $15 million in assets and $1.79 million in liabilities as
of the Chapter 11 filing.
The Debtor has filed a first amended plan of reorganization and
explanatory disclosure statement. A copy of the First Amended
Disclosure Statement dated April 30, 2014, is available for free at
http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF
As reported in the Dec. 11, 2013 edition of the Troubled Company
Reporter, PWK Timberland's Plan provides that all allowed claims
will be satisfied in full. The Plan contemplates (i) that the
unsecured claims of former members are unimpaired; (ii) the Debtor
does not believe there are any general unsecured creditors but if
there are, they will be paid in full on the Effective Date; and
(iii) equity holders agreed to forgo any payments under the plan
until all impaired creditors have been paid in according to the
terms of the Plan.
R & S ST. ROSE: Status Hearing on Amended Plan Continued Until May
------------------------------------------------------------------
The U.S. Bankruptcy Court continued until May 20, 2015, at 9:30
a.m., the status hearing to consider R & S St Rose Lenders, LLC's
Amended Chapter 11 Plan.
According to the Fourth Amended Disclosure Statement explaining
Debtor's Plan of Liquidation, the General Unsecured Claims will be
paid on the Effective Date, or as otherwise provided in the
Confirmation Order, in the following manner: $520,000 will be paid
to the General Unsecured Claims Pro Rata. Thus, each claimant will
receive payment equal to approximately 43.3% of their claim.
The proposed payments to Holders of Class 1 Lender Claims and Class
2 General Unsecured Claims total $12,197,000. The Debtor possesses
funds sufficient to make these payments. The funds derive from the
sale proceeds distributed to Debtor from the sale of real property
in satisfaction of the Promissory Note. After deducting the
estimated amount necessary to pay Administrative Expenses, and
reserving funds sufficient to pay the ongoing legal expenses
associated with two appeals that Debtor is presently a party to,
the Debtor will have the requisite $12,197,000 to pay the Allowed
Class 1 and Class 2 claims as anticipated under the Plan.
A Liquidation Trust will be established with the primary purpose of
providing legal representation and defense of the Debtor in any and
all litigation appeals in which Debtor is named.
Copies of the Amended Disclosure Statements are available for free
at:
http://bankrupt.com/misc/R&SStRose_347_2DS.pdf
http://bankrupt.com/misc/R&SStRose_371_4DS.pdf
About R & S St. Rose Lenders
R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973) on April 4, 2011.
Zachariah Larson, Esq., and Sarah Larson, Esq., at Larson &
Stephens, LLC, in Las Vegas, serve as bankruptcy counsel. David
J. Merrill, P.C. serves as special counsel. The Debtor, in its
amended schedules, disclosed $12.04 million in assets and
$24.5 million in liabilities.
RADIOSHACK CORP: NYSE Intends to Delist Stock Effective Monday
--------------------------------------------------------------
New York Stock Exchange LLC notified the Securities and Exchange
Commission of its intention to remove the entire class of Common
Stock of RadioShack Corporation from listing and registration on
the Exchange at the opening of business on March 31, 2015, pursuant
to the provisions of Rule 12d2-2(b) because, in the opinion of the
Exchange, the Common Stock is no longer suitable for continued
listing and trading on the Exchange. NYSE Regulation reached its
decision to delist the Common Stock because the Company informed
the NYSE that it did not intend to submit a business plan to
address its noncompliance with the NYSE's continued listing
standard in Section 802.01B of the Listed Company Manual that
requires maintenance of either (i) an average global market
capitalization over a consecutive 30 trading day period of at least
$50,000,000 or (ii) stockholders' equity of at least $50,000,000.
In addition, the Company was noncompliant with Section 802.01D of
the Manual as the Common Stock was trading at an 'abnormally low'
price.
1. Section 802.03 of the Manual states that once a company is
notified by the Exchange that it is below the continued listing
criteria set forth in Section 802.01 of the Manual it has 30 days
to notify the Exchange whether it intends to submit a plan to
regain compliance, otherwise suspension and delisting proceedings
will commence.
2. NYSE Regulation, on February 2, 2015, determined that the Common
Stock of the Company should be suspended immediately from trading,
and directed the preparation and filing with the SEC of this
application for the removal of the Common Stock from listing and
registration on the Exchange. The Company was notified by phone on
February 2, 2015 and by letter on February 3, 2015.
3. Pursuant to the above authorization, a press release was issued
on February 2, 2015 and an announcement was made on the 'ticker' of
the Exchange immediately and at the close of the trading session on
February 2, 2015 of the suspension of trading in the Common Stock.
Similar information was included on the Exchange's website.
4. The Company had a right to appeal to the Committee for Review
(the 'Committee') of the Board of Directors of NYSE Regulation the
determination to delist the Common Stock, provided that it filed a
written request for such a review with the Secretary of the
Exchange within ten business days of receiving notice of the
delisting determination. The Company did not file such request
within the specified time period. Consequently, all conditions
precedent under SEC Rule 12d2-2(b) to the filing of this
application have been satisfied.
RADIOSHACK CORP: To Fight for Standard General Takeover
-------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
RadioShack Corp. said an offer from Standard General LP to save
much of the iconic chain is the best to emerge from an auction,
beating out rival offers that would see the retailer shut down.
According to the report, RadioShack has asked the bankruptcy court
to approve the Standard General takeover, which proposes to keep
open about 1,743 stores. The bid, while getting crucial backing
from the official committee of unsecured creditors, still faces a
challenge from Salus Capital Partners, which contends it didn't get
a fair hearing at the auction on a bid it tried to make in an
alliance with liquidators, the Journal related.
The Daily Bankruptcy Review reported that Standard General won't
lay out a lot of cash for the ailing business. Instead, it
proposes to wield its loans as currency at an auction in New York
that will determine whether RadioShack survives bankruptcy or falls
to the liquidators.
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. The Committee has retained
Cooley LLP as co-counsel.
REALOGY HOLDINGS: Dea Benson Promoted to SVP Enterprise Risk Mgt.
-----------------------------------------------------------------
Dea M. Benson, who has served as the chief accounting officer of
Realogy Holdings Corp. and its indirect wholly-owned subsidiary,
Realogy Group LLC, since February 2008, has been promoted to the
newly created position of senior vice president, Enterprise Risk
Management of both Realogy Holdings and Realogy Group, according to
a Form 8-K report filed with the Securities and Exchange
Commission.
Concurrently with that promotion, Timothy B. Gustavson, 47, has
been promoted to succeed Ms. Benson as senior vice president, chief
accounting officer and controller of both Realogy Holdings and
Realogy Group. For more than seven years prior thereto, Mr.
Gustavson served as Realogy's assistant corporate controller and
vice president of finance and from May 2006 to October 2007 as its
vice president of external reporting. Prior to joining Realogy,
Mr. Gustavson spent 16 years in public accounting with the KPMG
audit practice serving a diverse client base. Mr. Gustavson is a
certified public accountant.
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is a global leader in
residential real estate franchising with company-owned real estate
brokerage operations doing business under its franchise systems as
well as relocation and title services. Realogy's brands and
business units include Better Homes and Gardens(R) Real Estate,
CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R),
The Corcoran Group(R), ERA(R), Sotheby's International Realty(R),
NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's
franchise system members operate approximately 13,500 offices with
251,000 independent sales associates doing business in 104
countries around the world. Realogy is headquartered in Madison,
N.J.
Realogy Holdings reported net income attributable to the Company of
$143 million on $5.32 billion of net revenues for the year ended
Dec. 31, 2014, compared to net income attributable to the Company
of $438 million on $5.28 billion of net revenues during the prior
year.
As of Dec. 31, 2014, the Company had $7.53 billion in total assets,
$5.35 billion in total liabilities and $2.18 billion in total
equity.
* * *
In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3. The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.
As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.
"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.
REED AND BARTON: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Reed and Barton Corporation filed its schedules of assets and
liabilities, and statements of financial affairs in the U.S.
Bankruptcy Court for the District of Massachusetts, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $4,484,800
B. Personal Property $13,840,726
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $4,600,000
E. Creditors Holding
Unsecured Priority
Claims $138,380
F. Creditors Holding
Unsecured Non-priority
Claims $20,945,776
----------- -----------
TOTAL $18,325,526 $25,684,156
A full-text copy of the schedules is available for free
at http://is.gd/4XGJrv
About Reed and Barton
Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware. Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts. The privately held company's stock is
owned by 28 record shareholders who either are descendants of Henry
Reed or trusts for their benefit. Aside from selling its products
in department stores and TV shopping networks, the company has an
on-site factory store in Taunton and a showroom in Atlanta,
Georgia.
Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015. The case is assigned to Judge Henry J. Boroff.
The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.
The Debtor estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 1 appointed three creditors of Reed and
Barton Corp. to serve on the official committee of unsecured
creditors.
ROVI CORP: Moody's Affirms 'Ba3' CFR, Outlook Negative
------------------------------------------------------
Moody's Investors Service affirmed Rovi Corporation's Ba3 Corporate
Family Rating and SGL-2 Speculative Grade Liquidity rating.
Moody's also revised Rovi's Probability of Default Rating to Ba3-PD
from B1-PD and Rovi Solutions Corporation's and Rovi Guides, Inc.'s
1st lien senior secured credit facilities' ratings to Ba2 from Ba3.
The rating outlook remains negative.
The following summarizes the rating activity:
Issuer: Rovi Corporation
Ratings affirmed:
-- Corporate Family Rating at Ba3
-- Speculative Grade Liquidity Rating at SGL-2
Ratings upgrade:
-- Probability of Default Rating to Ba3-PD from B1-PD
Issuer - Rovi Solutions Corporation (Co-issued by: Rovi Guides,
Inc.)
Ratings upgraded:
-- $175 million 1st lien senior secured revolving credit
facility due 2019 upgraded to Ba2 (LGD3) from Ba3 (LGD3)
-- 1st lien senior secured term loan A due 2019 upgraded to Ba2
(LGD3) from Ba3 (LGD3)
-- 1st lien senior secured term loan B due 2021 upgraded to Ba2
(LGD3) from Ba3 (LGD3)
-- Outlook: Negative
The affirmation of Rovi's Ba3 CFR reflects the company's recent
progress in reducing financial leverage to about 6 times (Moody's
adjusted) from approximately 7.0 times at the end of September
2013, while sustaining favorable revenue trends within the service
provider business segment, generating free cash flow in the mid
teen percentages of debt and maintaining a good liquidity profile.
The affirmation also reflects Rovi's sizeable cash balances (about
$337 million at FY end 2014; albeit down from $522.5 million at FY
end 2013), and its comparable net leverage of around 4.4 times
(Moody's adjusted) currently.
The negative outlook continues to reflect Moody's concerns
regarding (i) major contract renewals in 2015/2016 with service
providers DIRECTV, Comcast, Time Warner Cable (TWC) and Echostar,
(ii) the company's still elevated financial leverage (which is weak
for the rating category) and the low prospect for meaningfully
deleveraging over the near to medium term, absent a substantial
reduction in funded debt or potential increase in EBITDA resulting
from the major contract renewals in 2015/2016, and (iii) challenges
in regards to gaining revenue traction within the consumer
electronics segment. The negative outlook also incorporates the
company's execution risk as it re-orients its product portfolio and
invests in cloud based guidance, metadata and analytics offerings.
The ratings for Rovi's senior secured debt instruments reflect its
senior most position in the capital structure. The secured debt
ratings are determined in conjunction with Moody's Loss Given
Default Methodology and reflect the overall probability of default
for Rovi, which Moody's rates as Ba3-PD, and a loss given default
assessment of LGD3. The Company's capital structure consists of
$1.0 billion of first lien senior secured debt (which includes a
$175 million revolver) and $345 million (principal value) of 2020
convertible notes (unrated by Moody's) issued in March 2015. Rovi
Solutions Corporation and Rovi Guides, Inc. (Rovi's direct and
wholly-owned subsidiaries) are co-borrowers under the senior
secured credit facilities, which are guaranteed by Rovi. The credit
facilities are secured by a first priority security interest in
substantially all tangible and intangible assets and capital stock
of Rovi's domestic subsidiaries, and the pledge of 66% of capital
stock of certain foreign first-tier subsidiaries. With the
company's issuance of 2020 convertible notes, Moody's has revised
Rovi's PDR to Ba3-PD from B1-PD and the ratings on the credit
facilities to Ba2 from Ba3, reflecting re-introduction of unsecured
debt into the capital structure with the issuance of the 2020
convertible notes. The prior PDR and credit facility ratings did
not reflect an expectation for the issuance of convertible debt
after the February 2015 put date of the 2040 convertible notes.
Moody's does not anticipate a ratings upgrade in the near term
given the company's high leverage, significant upcoming contract
renewals and product execution risks. The ratings outlook could be
stabilized if the company renews the major contracts up for renewal
in 2015/2016 in a timely and economically favorable manner and
demonstrates sustained improvement in revenues and operating cash
flow, such that debt-to-EBITDA and free cash flow to debt are
maintained at below 4.5 times (incorporating Moody's standard
analytical adjustments) and in excess of 10% of total debt,
respectively.
Moody's could downgrade Rovi's ratings if sequential improvement in
revenues and EBITDA appears unlikely over the next one to two
years, such that Moody's comes to expect that leverage will remain
above 4.5 times (Moody's adjusted) or free cash flow to debt is
expected to remain below 10%. The ratings could also be lowered if
Rovi is unable to renew upcoming licensing agreements with key
customers in a timely manner and with economically feasible terms
or if the competitive position of its intellectual property
portfolio weakens.
The principal methodology used in this rating was the Global
Software Industry published in October 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Headquartered in Santa Clara, California, Rovi Corporation provides
integrated discovery and personalization solutions to the media
entertainment market. Rovi reported approximately $542 million in
revenue from continuing operations for fiscal year ending Dec. 31,
2014.
SELECT MEDICAL: Moody's Reviews B1 CFR for Downgrade
----------------------------------------------------
Moody's Investors Service placed the ratings of Select Medical
Holdings Corporation and Select Medical Corporation under review
for downgrade, including the B1 Corporate Family Rating and B1-PD
Probability of Default Rating. The review follows the announcement
that Select will enter into a joint venture with Welsh, Carson,
Anderson & Stowe to acquire Concentra Inc. for $1.055 billion.
Moody's estimates that the transaction will significantly increase
Select's leverage when taking into account the funding and the
consolidation of the proposed joint venture. Select will own 50.1%
of the joint venture. Moody's understands that the transaction is
expected to close in the second quarter of 2015. Select's
Speculative Grade Liquidity Rating of SGL-2 is not immediately
impacted by the proposed transaction.
The following ratings were placed under review for downgrade.
Select Medical Holdings Corporation:
-- Corporate Family Rating, B1
-- Probability of Default Rating, B1-PD
Select Medical Corporation:
-- Senior secured credit facilities, Ba2 (LGD 2)
-- Senior unsecured notes, B3 (LGD 5)
Moody's review of Select's ratings will focus on the impact on
Select's leverage and liquidity from the funding of the joint
venture's acquisition of Concentra as well as the structure of the
transactin and its effect on Select's credit metrics and existing
creditors. Moody's will also review the expected operating results
of Select and the acquired operations and consider the strategic
rationale for the transaction and any opportunities for synergies.
Finally, Moody's will also consider the diversification Concentra's
business will provide Select and the resulting decrease in the
reliance on revenue from Medicare.
The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009. Please see the Credit Policy page on www.moodys.com for
a copy of these methodologies.
Select Medical Corporation, headquartered in Mechanicsburg, PA,
provides long-term acute care hospital services and inpatient acute
rehabilitative care through its specialty hospital segment. The
company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. Select Medical Corporation is a wholly owned subsidiary of
Select Medical Holdings Corporation, a holding company. Select
generated revenue of approximately $3.1 billion for the year ended
Dec. 31, 2014.
SELECT MEDICAL: S&P Affirms 'B+' CCR & Revises Outlook to Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Select
Medical Corp., including the 'B+' corporate credit rating, and
revised the outlook to negative from stable.
Absent details on the planned funding sources, S&P's issue-level
ratings and recovery ratings are unchanged at this time.
"The revision of the outlook to negative reflects the approaching
headwinds and uncertainty from the adverse change in patient
eligibility criteria for long-term acute-care services which begin
to go into effect in October 2015," said Standard & Poor's credit
analyst David Kaplan.
The Concentra Inc. acquisition and joint venture with private
equity sponsor Welsh, Carson, Anderson & Stowe XII L.P, provides
Select with incremental diversification to the company's core
business of operating long-term acute-care (LTAC) facilities. This
only modestly improves business risk within the "weak" category.
This transaction also increases S&P's estimate of adjusted debt
leverage for 2015 by about 0.2x, to 4.7x. S&P expects leverage to
rise to 5.2x in 2016, stemming from the adverse changes to LTAC
reimbursement which begin to go into effect in October, and to
improve modestly to 5.1x in 2017.
S&P's 'B+' corporate credit rating reflects its assessment of a
"weak" business risk profile and "aggressive" financial risk
profile for the company.
S&P's negative outlook on Select Medical reflects heightened
uncertainty relating to the financial impact from the adverse
change in patient eligibility criteria for LTAC services which
begin to go into effect in October 2015. S&P sees the potential
for leverage to rise and remain above 5x in 2016 and beyond
stemming from potential pressures on revenue and margins.
S&P could lower its rating if it concludes that adjusted debt
leverage will likely remain above 5x on a sustained basis. This
could occur in 2016 if revenues decline by 5% and margins are
compressed by 100 basis points, and the company continues to
allocate free cash flow primarily for shareholder returns.
S&P could revise the outlook to stable if it gains confidence the
company will maintain leverage below 5x on a sustained basis,
either by offsetting the lost revenue, managing its costs well
enough to offset margin pressures, or prioritizing debt reduction.
SELECT-TV SOLUTIONS: Incurs $900K Net Loss in Q3 Ending Jan. 31
---------------------------------------------------------------
Select-TV Solutions Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $900,180 on $1,152 of revenue for the
three months ended Jan. 31, 2015, compared with net income of $286
on $nil of revenue for the same period last year.
The Company's balance sheet at Jan. 31, 2015, showed $5.39 million
in total assets, $305,800 in total liabilities, and stockholders'
equity of $5.08 million.
The Company has incurred a net loss of $2.94 million for the nine
months ended Jan. 31, 2015, and has incurred cumulative losses
since inception of $3.43 million. These conditions raise
substantial doubt about the ability of the Company to continue as a
going concern, according to the regulatory filing.
A copy of the Form 10-Q is available at:
http://is.gd/KHBZuE
Select-TV Solutions Inc., formerly Sedition Films Inc., is an end-
to-end Internet protocol television (IPTV) solutions provider for
the hospitality and telecommunication sectors. The Company's
solutions include EMAGINE hotels, EMAGINE healthcare, EMAGINE
homes and XCREENS signage.
SHANTA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Shanta Corporation
dba St. Anne's Convalescent Center
721 Elmwood
Troy, MI 48083
Case No.: 15-44578
Nature of Business: Health Care
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Thomas J. Tucker
Debtor's Counsel: Michael E. Baum, Esq.
SCHAFER AND WEINER, PLLC
40950 Woodward Ave., Suite 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
Email: mbaum@schaferandweiner.com
- and -
Brendan G. Best, Esq.
40950 Woodward Avenue, Suite 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
Email: bbest@schaferandweiner.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bradley Mali, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb15-44578.pdf
SOUPMAN INC: Reports $1.12-Mil. Net Loss for Q1 Ending Nov. 30
--------------------------------------------------------------
Soupman, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $1.12 million on $641,000of revenue for the three
months ended Nov. 30, 2014, compared with a net loss of $497,000 on
$1.1 million of revenue for the same period last year.
The Company's balance sheet at Nov. 30, 2014, showed $1.07 million
in total assets, $12.4 million in total liabilities, and a
stockholders' deficit of $11.4 million.
The Company will require additional funding to finance the growth
of its current and expected future operations as well as to achieve
its strategic objectives. The Company believes its current
available cash along with anticipated revenues will be insufficient
to meet its cash needs for the near future.
A copy of the Form 10-Q is available at:
http://is.gd/Q6uZOS
About Soupman Inc.
Staten Island, New York-based Soupman, Inc., currently manufactures
and sells soup to grocery chains and other outlets and to its
franchised restaurants under the brand name "The Original
Soupman".
The Company reported a net loss of $299,000 on $756,000 of total
revenue for the three months ended May 31, 2014, as compared with a
net loss of $521,000 on $496,000 of total revenue for the same
period last year.
The Company's balance sheet at May 31, 2014, showed $1.17 million
in total assets, $10.96 million in total liabilities, and a
stockholders' deficit of $9.79 million.
STHI HOLDINGS: Moody's Reviews Ratings for Downgrade
----------------------------------------------------
Moody's Investors Service placed all ratings of STHI Holdings
Corporation, the parent company of Sterigenics Holdings, Inc.
(collectively, "Sterigenics"), under review for downgrade. These
include the company's B2 Corporate Family Rating and B2-PD
Probability of Default rating. The review was prompted by
Sterigenics' announcement that an affiliate of Warburg Pincus will
recapitalize Sterigenics in partnership with its current owner
GTCR.
Moody's expects the transaction will increase uncertainty regarding
Sterigenics' capital structure and could materially increase the
company's financial leverage. Moody's understands that the
transaction is expected to close in the second quarter of 2015.
The following ratings were placed under review for downgrade:
-- Corporate Family Rating of B2;
-- Probability of Default Rating of B2-PD;
-- Senior Secured Credit Facilities of B2, LGD3
-- $475 million Senior Secured Notes due 2018 of B2, LGD 3
The B2 Corporate Family rating (currently under review for
downgrade) is constrained by Sterigenics' modest scale, business
concentration in sterilization contracting service and medical
isotopes processing, and significant supplier and customer
concentration. The recent acquisition of Nordion has increased
business risk for Sterigenics in part due to Nordion's
vulnerability to supply-chain disruptions. Moody's expects that
debt/EBITDA will remain in the range of 5.0x-6.0x over the next
12-18 months, a high level given the company's increased business
risk as a consequence of the acquisition. The rating also reflects
potential event risk associated with the highly sensitive nature of
the company's raw materials, including radioactive isotopes and
toxic gases.
The B2 rating is supported by Sterigenics' leading position in the
niche contract sterilization and radioactive isotope processing
industries. Both industries have high barriers to entry and
customer switching costs, leading to relatively stable market
shares and long-term relationships with customers, barring customer
losses due to supply uncertainty. Sterigenics' focus on medical
device and food safety markets also supports the rating as these
markets are less sensitive and cyclical in economic downturns. The
B2 rating also reflects our expectation for good liquidity, and the
potential for tuck-in acquisitions.
Moody's review of Sterigenics' ratings will focus on the extent of
the increase in leverage as a result of the pending
recapitalization. Moody's will also review the operating
performance, business outlook as well as management's plan to
address long-term supply of the company's key raw material.
Finally, Moody's will also assess the company's future financial
policy due to potential ownership change.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
STHI Holding Corporation, the parent company of Sterigenics
Holdings Inc., (collectively, "Sterigenics"), headquartered in Oak
Brook, IL, is a provider of contract sterilization and ionization
services for medical devices, food safety, and advanced materials
applications.
SW WEBBER III DDS: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------
Debtor: S. W. Webber, III, D.D.S., P.A.
518 East Boulevard
Charlotte, NC 28203
Case No.: 15-30436
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Western District of North Carolina (Charlotte)
Judge: Hon. Craig Whitley
Debtor's Counsel: Andrew T. Houston, Esq.
MOON WRIGHT & HOUSTON, PLLC
227 West Trade Street, Suite 1800
Charlotte, NC 28202
Tel: 704-944-6563
Fax: 704-944-0380
Email: ahouston@mwhattorneys.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Spurgeon W. Webber, III, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb15-30436.pdf
UNITED REFINING: Moody's Affirms B2 Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service assigned United Refining Company a SGL-2
Speculative Grade Liquidity Rating. United Refining's B2 Corporate
Family Rating (CFR) and its B2 senior secured notes rating were
unchanged. The rating outlook remains stable.
United Refining's liquidity is considered good reflecting the
positive free cash flow generated by its refining and marketing
operations, although its cash position can be expected to fluctuate
during the year due to the seasonality of its working capital
requirements. Further supporting United Refining's liquidity
requirements, the company maintains a $175 million borrowing base
governed revolving credit facility, under which it had no
borrowings outstanding as of Jan. 14, 2015.
Issuer: United Refining Company
-- Speculative Grade Liquidity Rating, Assigned SGL-2
The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity. At November 30, 2014, the company had $68 million in
cash on its balance sheet, reduced from prior period levels due to
the combined impact of 2014's scheduled refinery turnaround and
seasonally influenced movements in working capital. United
Refining's cash position can be expected to fluctuate during the
year due to the seasonality of its working capital requirements.
Privately owned and indirectly controlled by a single shareholder,
the vast majority of the company's positive free cash flow is paid
out annually in dividends, but not to the detriment of funding the
company's liquidity needs. United Refining has a long-standing
banking relationship with PNC Bank, which agents a $175 million
borrowing base governed revolving credit facility due November 29,
2017. It is undrawn for borrowings and has $8.8 million in letters
of credit leaving credit availability of $166.2 million as of
January 14, 2015. Its most restrictive financial covenant is a
minimum net worth test; the company is well in excess of the $50
million mimimum requirement. In addition, while United Refining has
limited sources of additional capital due to its private ownership,
a monetization of the convenience stores that United Refining owns
is a potential source of alternative financial flexibility.
United Refining's B2 CFR is constrained by the company's
single-site refinery status, which exposes its cash flows to
unplanned downtime, its exposure to inherent volatility in refining
industry drivers such as crack spread movements and crude price
differentials, and the potential for high working capital needs
driven by crude costs and seasonal influences. The CFR is supported
by the reduced level of the company's outstanding debt balance, and
continued good profitability and liquidity in its refining
operations due to its ability to utilize heavy sour crude (as much
as 70% of its crude slate) and its access to price advantaged
feedstock crude in a market environment characterized by wide basis
differentials. The lagged 3-2-1 crack spread and light/heavy crude
differentials continue to remain generally favorable for United
Refining despite periodic volatility. Additionally, the company's
niche market location gives it a product transportation cost
advantage; its retail distribution network somewhat dampens
earnings volatility; and it has the ability to utilize the bottom
of the barrel without the expense of cracking and coking units due
to asphalt demand in its regional market.
The outlook is stable based on the relative stable performance of
United Refining's niche refining and marketing operations,
notwithstanding the potential for earnings and cash flow volatility
inherent in the refining sector, and its modestly improved leverage
metrics. An upgrade is unlikely given United Refining's limited
scale and asset concentration. However, an upgrade could be
considered if there is a material improvement in operational
diversity and scale that is conservatively funded. Ratings could be
downgraded if there is an unexpectedly severe and prolonged
deterioration in sector conditions, should leverage increase
materially, or if the company does not maintain adequate cash
balances to cover its liquidity needs the risk of prolonged
unplanned downtime.
The principal methodology used in this rating/analysis was Global
Refining and Marketing Rating Methodology published in December
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
United Refining Company, headquartered in Warren, Pennsylvania, is
an independent refiner and marketer of petroleum products and
owner/operator of convenience stores in western New York and
northwestern Pennsylvania.
UNIVERSAL HEALTH: S&P Raises CCR to 'BB+'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on for-profit acute care and behavioral health services
provider Universal Health Services Inc. to 'BB+' from 'BB'. The
outlook is stable.
"The upgrade reflects the company's financial performance, which
has exceeded our expectations," said Standard & Poor's credit
analyst Tulip Lim. It also takes into account the company's track
record of maintaining leverage below 3x. Several years ago, the
company acquired Psychiatric Solutions Inc. (PSI) which raised pro
forma leverage to nearly 4x. Since then the company has
deleveraged through a combination of growth and debt repayment.
Leverage has declined and remained below 3x for seven quarters.
S&P continues to expect the company's EBITDA and cash flow to grow
this year, expanding its capacity for growth initiatives or return
of capital to shareholders. S&P believes the company will remain
acquisitive, but its base-case expectation is that the company will
make tuck-in acquisitions, funded primarily with free cash flow.
The rating also reflects the company's exposure to reimbursement
risk and some geographic concentration. It also is based on the
benefit of diversification between the acute-care and behavioral
health business segments, as well S&P's view that its recently
favorable operating trends and strong margins in the behavioral
health business will continue. These considerations factor into
S&P's business risk assessment of "fair."
S&P's outlook is stable, reflecting its expectation that the
company's revenue will growth through a combination of organic
growth and growth through acquisitions. It also reflects S&P's
expectation that leverage will remain between 2x and 3x.
S&P could consider lowering the rating if leverage rises and it
believes will remain above 3x for a year or more. S&P estimates
that this could occur if the company spends about $1.5 billion on
acquisitions and share repurchases.
Although unlikely over the next year, S&P could consider raising
the rating if the company demonstrates a commitment to maintaining
leverage below 2x.
UNIVERSITY GENERAL: Schedules and Statements Due April 27
---------------------------------------------------------
The U.S. Bankruptcy Court extended until April 27, 2015, the
deadline by which University General Health System, Inc., et al.,
must file their list of equity security holders, schedules of
assets and liabilities and statement of financial affairs.
The Debtors are authorized to file a consolidated list of creditors
and a consolidated list of their 40 largest unsecured creditors in
the cases.
The Debtors' attorneys can be reached at:
Joshua W. Wolfshohl, Esq.
Aaron J. Power, Esq.
PORTER HEDGES, LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
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.
U.S. Trustee Judy A. Robbins formed a nine-member panel of
unsecured creditors in the Chapter 11 cases of the Debtors.
USA SYNTHETIC: Court Issues Joint Administration Order
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order directing the procedural consolidation and joint
administration of the Chapter 11 cases of USA Synthetic Fuel
Corporation, Lima Energy Company, and Cleantech Corporation, under
lead case no. 15-10599 (MFW).
About USA Synthetic Fuel
Based in Lima, Ohio, USA Synthetic Fuel Corporation is an
environmentally focused, development stage energy company pursuing
low-cost, clean energy solutions through the deployment of Ultra
Clean Btu Converter technology. Ultra Clean Btu Converter
technology is a process that cost-effectively converts lower-value
solid hydrocarbons, such as coal, into higher-value energy
products, such as Ultra Clean Synthetic Crude, which can be
refined
into a variety of fuels, such as diesel, jet, and gasoline.
USA Synthetic and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17,
2015. The petitions were signed by Dr. Steven C. Vick as chief
executive officer. The Debtors disclosed total assets of $7.9
million and total debts of $99.3 million.
Morris, Nichols, Arsht & Tunnell, represents the Debtors as
counsel. Asgaard Capital LLC acts as the Debtors' investment
banker. R2B Group, LLC serves as the Debtors' interim chief
financial officer provider.
VERISIGN INC: Moody's Lowers Unsecured Notes Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings for VeriSign,
Inc.'s new and existing senior unsecured notes to Ba1, from Baa3.
Moody's also affirmed Verisign's Ba2 Corporate Family Rating,
Ba2-PD Probability of Default rating and its SGL-1 speculative
grade liquidity rating. The outlook for ratings is stable. The
downgrade of Verisign's senior unsecured ratings was prompted by
the company's plans to upsize its proposed senior notes offering to
$500 million from $400 million.
Verisign's plans to upsize notes offering will result in a higher
proportion of senior unsecured debt relative to subordinated
convertible debentures in the capital structure. Consistent with
its Loss Given Default Methodology, Moody's downgraded Verisign's
senior unsecured ratings to Ba1, to reflect lower expected recovery
for senior unsecured notes in the new capital structure.
Verisign's pro forma total debt to EBITDA (Moody's adjusted) will
be approximately 0.2x higher at 4.0x, than previously estimated.
Moody's affirmed Verisign's Ba2 CFR based on the expectation that
leverage will gradually decline to 3.7x by the end of 2016 and the
company should produce free cash flow in excess of 20% of total
debt over this period.
The Ba2 CFR reflects Verisign's strong market position as the
exclusive global registry operator for domain names in the.com top
level domain (TLD). The company provides global registry services
for .com, .net and other generic TLDs under agreements with
Internet Corporation for Assigned Names and Numbers (ICANN), and in
the case of the .com registry, additionally with the U.S.
Department of Commerce (DOC). The rating is further supported by
Verisign's predictability of revenues in its registry operations,
and Moody's expectations of solid free cash flow relative to debt.
Moody's expects Verisign to maintain robust levels of cash relative
to debt.
However, Verisign's revenue growth rates have moderated due to a
maturing U.S. market and increasing competition from new gTLDs
assigned by the ICANN and from country code TLDs in foreign
markets. The company has limited ability to raise prices for the
.com domains under the cooperative agreement with the U.S.
Department of Commerce. The rating is also constrained by
Verisign's concentration of revenue in the .com and .net registry
operations. Furthermore, while Verisign has renewal rights under
its registry operations agreements with ICANN and the DOC, the
company's dependence on the exclusivity agreements and uncertainty
about potential revisions in the terms of the agreements increases
Verisign's business risks.
The Ba2 rating also considers Verisign's moderately high projected
leverage and its history of significant returns of capital to
shareholders. Moody's does not anticipate increase in debt levels
to fund share buybacks over the next 12 to 18 months.
The SGL-1 liquidity rating reflects Verisign's highly liquid
balance sheet, including cash available at its domestic
subsidiaries, strong free cash flow and availability under the
revolving credit facility.
The stable outlook is based on Moody's expectations that Verisign's
leverage will gradually decline from EBITDA growth to 3.7x (Moody's
adjusted) level and its free cash flow should exceed 20% of total
debt over the next 12 to 18 months.
Verisign's ratings could be downgraded if aggressive financial
policies or intensifying competition result in a deterioration in
liquidity, including a material erosion in cash and cash
equivalents, or the financial risk profile. Specifically, Moody's
could downgrade Verisign's ratings if Moody's believes that the
company is unlikely to sustain leverage below 4.0x and free cash
flow in excess of about 15% of total debt (both metrics on Moody's
adjusted basis).
Moody's could upgrade Verisign's ratings if the company
demonstrates a commitment to conservative financial policies and
maintains total debt-to-EBITDA below 3.0x (Moody's adjusted), it
generates good operating cash flow growth, and revenue diversity
increases through success in new product initiatives. In addition,
an upgrade would be contingent upon Moody's continued expectations
that the company should be able to renew its exclusive right to
operate the .com registry with ICANN and get approvals from the DOC
at substantially similar terms.
Moody's has downgraded the following ratings:
Issuer: VeriSign, Inc.
-- Proposed $500 million of Senior Unsecured notes due 2025 --
Ba1 (LGD 2), from Baa3 (LGD 2)
-- $750 million of Senior Unsecured notes due 2023 --
Ba1 (LGD 2), from Baa3 (LGD 2)
The following ratings were affirmed:
Issuer: VeriSign, Inc.
-- Corporate Family Rating -- Ba2
-- Probability of Default Rating -- Ba2-PD
-- Speculative Grade Liquidity -- SGL-1
-- Outlook - Stable
Headquartered in Reston, VA, Verisign provides Internet
infrastructure services. Verisign reported $1.01 billion in revenue
in 2014.
The principal methodology used in these ratings was Global Software
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
W/S PACKAGING: CEO Appointment No Effect on Moody's Ratings
-----------------------------------------------------------
Moody's Investors Service said W/S Packaging Group, Inc.'s (B3
negative) announcement that it has appointed board member Charlie
Eitel as the new CEO starting April 1, 2015 has no rating impact as
Moody's expects the continuation of current business strategy and
financial policies with minimal operational disruption because of
Mr. Eitel's familiarity with the business.
However, a quick transition period and managements' focus on
executing the strategy are critical given recent underperformance
versus Moody's expectations and tightening financial covenants,
which prompted a one notch downgrade to B3 and a negative outlook
in February 2015.
WEATHERTIGHT WATERPROOFING: Case Summary & 20 Top Unsec Creditors
-----------------------------------------------------------------
Debtor: Weathertight Waterproofing & Restoration, Inc.
dba Weathertight USA
1390 North McDowell Blvd., Ste. 6195
Petaluma, CA 94954
Case No.: 15-10289
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Northern District of California (Santa Rosa)
Judge: Hon. Alan Jaroslovsky
Debtor's Counsel: David N. Chandler, Esq.
LAW OFFICES OF DAVID N. CHANDLER
1747 4th St.
Santa Rosa, CA 95404
Tel: (707) 528-4331
Email: DChandler1747@yahoo.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mike Farrell, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb15-10289.pdf
WET SEAL: Court Approves DIP Financing Deal With Versa Unit
-----------------------------------------------------------
At the conclusion of an auction to determine the highest or
otherwise best bid to either sponsor a plan of reorganization for
The Wet Seal Inc., and its affiliated debtors, or acquire all or
substantially all of the Debtors' assets pursuant to Section 363 of
the Bankruptcy Code and, in either case, to provide replacement
debtor-in-possession financing to replace the financing under the
B. Riley Financing Agreement, Mador Lending, LLC, an affiliate of
Versa Capital Management, LLC, was selected as the successful
bidder and B. Riley Financial, Inc. was selected as the back-up
bidder in accordance with the bid procedures for the Auction.
Pursuant to the winning bid, the Debtors and Mador, as the "Buyer,"
entered into an Asset Purchase Agreement, dated as of March 12,
2015 (including a Letter Agreement outlining agreed terms of an
anticipated plan of reorganization), a Senior Secured,
Super-Priority Debtor-in-Possession Credit Agreement, dated as of
March 12, 2015, and a Security Agreement, dated as of March 12,
2015.
Pursuant to an order of the Bankruptcy Court dated March 18, 2015,
the Debtors were authorized to enter into and draw upon the senior
secured, super-priority credit facility provided for in the DIP
Financing Agreement, subject to the satisfaction of customary
conditions precedent thereto.
At the time they filed for bankruptcy, Wet Seal entered into a
Senior Secured, Super-Priority Debtor-in-Possession Credit
Agreement, dated as of January 15, 2015, with B. Riley, as Lender,
as amended. The B. Riley Financing Agreement terminated upon
approval by the Bankruptcy Court of the Mador DIP Financing
Agreement. Wet Seal became obligated to pay amounts owed to B.
Riley pursuant to the B. Riley Financing Agreement, including a
commitment fee equal to $375,000.
The Versa affiliate will take over at least 140 of Wet Seal's
stores and put an initial $10 million into the company's
operations. According to the Wall Street Journal, citing people
familiar with the matter, Wet Seal's initial savior, B. Riley, was
outbid by Philadelphia-based private equity Versa, whose offer
includes $7.5 million in cash slated for unsecured creditors, an
agreement to pay so-called cure costs as well as administrative and
priority claims, and $10 million in exit financing. Versa also
agreed to take over the $20 million bankruptcy financing commitment
from B. Riley and pay B. Riley a $625,000 breakup fee, the Journal
said.
About Wet Seal
The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015. The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old. Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.
The Hon. Christopher S. Sontchi presides over the jointly
administered cases. Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor. The
Debtors' investment banker is Houlihan Lokey. The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.
The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.
B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.
Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.
WHITING PETROLEUM: Moody's Rates Proposed $750MM Unsec. Notes Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Whiting
Petroleum Corporation's proposed $750 million senior unsecured
notes due 2023 and $1 billion of convertible senior unsecured notes
due 2020. Whiting's Ba1 Corporate Family Rating and other ratings
are unaffected, and the rating outlook is stable. The proceeds
from the proposed notes offering will be used to reduce drawings
under Whiting's revolving credit facility.
"Whiting's capital market transactions - its $1 billion equity
offering and the proposed notes offering - will improve the
company's liquidity profile," commented Gretchen French, Moody's
Vice President. "However, Whiting's cash flow outspend in 2015 has
increased as compared to prior expectations because of weak oil
prices, and the company still needs to demonstrate that it can
execute on at least a portion of planned asset sales in 2015 and
achieve sufficient cost reductions in order to strengthen its cash
flow based credit metrics during the current weak commodity price
environment."
Issuer: Whiting Petroleum Corporation
Ratings Assigned:
-- $750 Million Senior Unsecured Notes due 2023, Rated Ba2
(LGD4)
-- $1,000 Million Convertible Senior Unsecured Notes due 2020,
Rated Ba2 (LGD4)
Moody's current ratings for Whiting Petroleum Corporation are:
-- Corporate Family Rating of Ba1
-- Probability of Default Rating of Ba1-PD
-- Senior Unsecured Notes, Rated Ba2 (LGD4)
-- Senior Subordinated Bond, Rated Ba3 (LGD6)
-- Speculative Grade Liquidity Rating of SGL-3
-- Outlook stable
The Ba2 ratings on Whiting's unsecured notes are rated one notch
below Whiting's Ba1 CFR. The unsecured notes are contractually
subordinated to Whiting's $3.5 billion secured revolving credit
facility. Whiting's $1 billion delayed draw facility will be
terminated when the company's capital markets transactions are
completed. The unsecured notes benefit from modest debt cushion
from Whiting's subordinated bond, which is rated two notches below
its CFR, at Ba3, reflecting its junior position to both Whiting's
credit facility and senior unsecured notes.
Whiting's Ba1 CFR reflects the company's scale of reserves and
production, with long-lived reserves, a deep drilling inventory,
and a demonstrated track record of growing its oil-weighted
production profile organically with good returns. The company has a
history of financing acquisitions conservatively with equity, and
maintaining supportive credit metrics through commodity price
cycles, including a track record of pursing asset sales, reducing
capital spending levels, and issuing equity during periods of weak
commodity prices.
The Ba1 rating is restrained by the company's asset concentration
in the Williston Basin, which accounts for over 80% of its
production profile, and by the company's heavy capital spending
levels in excess of cash flow. In addition, the rating is
constrained by the company's high financial leverage stemming from
its December 2014 Kodiak acquisition, and the challenge of limiting
debt increases in a considerably weaker oil price environment in
2015 and early 2016.
In addition to the $1 billion equity issuance, Whiting has also
taken a number of other steps in response to the current weak
commodity price environment, including materially reducing capital
expenditures ($2 billion in capital expenditures budgeted for
2015), pursuing asset sales (primarily its midstream infrastructure
assets) in order to fund its cash flow outspending, and targeting
cost reductions. Pro forma for the equity issuance and the proposed
notes and assuming $500 million in asset sale proceeds, Moody's
expect that Whiting's debt/production will come in between
$32,000-$33,000/barrel of oil equivalent (boe) and its retained
cash flow/debt will be just below 20% in 2015. This level of
financial leverage is sufficient for the Ba1 CFR, but Whiting still
needs to execute on asset sales in 2015 and demonstrate that it can
improve its cost structure and improve drilling efficiencies,
particularly on the Kodiak assets. Moody's currently projects
Whiting's retained cash flow/debt to improve to above 25% in 2016,
based on higher oil price realizations. However, if the company's
retained cash flow/debt remains below 25% into 2016, Whiting's
rating or outlook could be pressured.
Whiting's SGL-3 rating reflects an adequate liquidity profile.
Supporting the company's liquidity profile is the significant size
of the company's revolving credit facility at $3.5 billion
(maturing in 2019), with a large $4.5 billion borrowing base and
good undrawn capacity projected through 2015 (pro forma for equity
and notes issuance, the revolver is undrawn). However, the SGL-3
rating is tempered by Whiting's high level of cash flow outspend in
2015 projected to be about $1 billion, even with a materially
reduced capital budget, and limited covenant headroom under its
revolver's debt/EBITDAX covenant (projected to reach over 3.8x in
2015, as compared to covenant limit of 4.0x). The limited covenant
headroom restricts additional debt capacity under the revolver to
only about $300 million; however, Moody's expect the company will
look to work with its banks to loosen its financial covenants this
year.
The rating outlook is stable, and assumes Whiting will achieve
roughly $500 million of asset sales in 2015 to partially finance
cash flow outspending.
Whiting's ratings could be upgraded to the extent that the
company's production and reserve base is further diversified,
reducing its concentration in the Williston Basin, and financial
leverage profile significantly improves (debt/production maintained
below $20,000/boe).
Whiting's ratings could be downgraded to the extent that the
company faces increased leverage (debt/production approaching
$40,000/boe and retained cash flow/debt sustained below 25%).
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
Whiting Petroleum Corporation is an independent exploration and
production company headquartered in Denver, Colorado.
WILLIAM GLOVER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William Glover, III, DMD, LLC
1507 S Hiawassee Rd., Suite 209
Orlando, FL 32835
Case No.: 15-02566
Nature of Business: Health Care
Chapter 11 Petition Date: March 25, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: David R McFarlin, Esq.
WOLFF, HILL, MCFARLIN & HERRON, P.A
1851 West Colonial Drive
Orlando, FL 32804
Tel: 407-648-0058
Fax: 407-648-0681
Email: dmcfarlin@whmh.com
Total Assets: $347,254
Total Liabilities: $1.89 million
The petition was signed by William Glover, III, manager.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb15-02566.pdf
XIANGTIAN USA: Reports $571K Net Loss in Q2 Ending Jan. 31
----------------------------------------------------------
Xiangtian (USA) Air Power Co., Ltd., filed its quarterly report on
Form 10-Q, disclosing a net loss of $571,000 on $nil of revenue for
the three months ended Jan. 31, 2015, compared with a net loss of
$94,800 on $nil of revenue for the same period last year.
The Company's balance sheet at Jan. 31, 2015, showed $31.9 million
in total assets, $23.7 million in total liabilities, and
stockholders' equity of $8.17 million.
The Company has incurred losses since its inception resulting in an
accumulated deficit of $1.53 million as of Jan. 31, 2015, and
further losses are anticipated in the development of its business
raising substantial doubt about the Company's ability to continue
as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/PxJPsU
Hong Kong-based Xiangtian (USA) Air Power Co., Ltd., utilizes a
proprietary compressed air energy storage power generation
technology that can operate in conjunction with electricity
produced by other alternative energy sources, such as solar, wind,
geothermal, and tidal as raw power to generate additional
electricity without the use of fossil fuels. When the alternative
energy source is intermittent or unavailable, its novel approach
of releasing the compressed air to operate a compressed air engine
linked with a generator and thereby creating electricity provides
customers with an advanced power generation capability with no
carbon or toxic emissions. The resulting power can either be used
for the customer's operations or for sale to the State Grid
Corporation of China.
YRC WORLDWIDE: Appoints Additional Director to Board
----------------------------------------------------
The Board of Directors of YRC Worldwide Inc., in accordance with
the Company's Amended and Restated Certificate of Incorporation,
approved an increase in the size of the Board by one director.
According to a document filed with the Securities and Exchange
Commission, the Board filled the resulting vacancy by the
appointment of Patricia M. Nazemetz as a director. She will serve
for a term expiring at the 2015 annual meeting of stockholders to
be held on April 28, 2015, for which meeting she will be nominated
for election by the Board for the 2015-16 Board term.
The Company and Ms. Nazemetz will enter into the Company's standard
form of indemnification agreement for directors and officers. The
Board of Directors has not yet determined the committees of the
Board to which Ms. Nazemetz will be named.
Ms. Nazemetz will receive cash and equity compensation under the
same Director Compensation Plan as the Company's other non-employee
directors. Pursuant to the Plan, she will receive an annual cash
retainer of $75,000, paid quarterly. In addition, Ms. Nazemetz
will receive a grant of restricted stock units equal to $100,000
divided by the 30-day average closing price of the Company's common
stock on the grant date, which grant date shall be the first
business day following the date of each annual meeting of
stockholders, payable in advance for the ensuing Board term.
Further, Ms. Nazemetz will receive the prorated annual cash
retainer for the period from her appointment to the Board through
the end of the 2014-15 Board term in late April 2015.
About YRC Worldwide
Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services. These
services include global, national and regional transportation as
well as logistics.
YRC Worldwide reported a net loss attributable to common
shareholders of $85.8 million in 2014, a net loss attributable to
common shareholders of $83.6 million in 2013 and a net loss
attributable to common shareholders of $140.4 million in 2012.
As of Dec. 31, 2014, YRC Worldwide had $1.98 billion in total
assets, $2.45 billion in total liabilities and a $474.3 million
total stockholders' deficit.
* * *
As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.
In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.
ZION OIL: MaloneBailey Expresses Going Concern Doubt
----------------------------------------------------
Zion Oil and Gas, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2014.
MaloneBailey 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 an accumulated
deficit.
The Company reported a net loss of $6.76 million on $nil in revenue
for the year ended Dec. 31, 2014, compared to a net loss of $9.08
million on $nil of revenues in the same period last year.
The Company's balance sheet at Dec. 31, 2014, showed $11.9 million
in total assets, $1.36 million in total liabilities, and
stockholders' equity of $10.52 million.
Based in Dallas, Texas, Zion Oil and Gas, Inc., is an oil and gas
exploration company with a history of over 14 years of oil and gas
exploration in Israel.
[^] BOOK REVIEW: Competitive Strategy for Health Care Organizations
-------------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price: $34.95
Review by Francoise C. Arsenault
Order your personal copy today at http://bit.ly/1nqvQ7V
Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."
Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.
Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.
The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
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