/raid1/www/Hosts/bankrupt/TCR_Public/150430.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 30, 2015, Vol. 19, No. 120
Headlines
21ST CENTURY ONCOLOGY: S&P Retains 'B-' Rating on 1st Lien Loans
A. SCHULMAN: Moody's Assigns 'B1' Corporate Family Rating
A. SCHULMAN: S&P Assigns 'BB-' Corp. Credit Rating
ACRISURE LLC: S&P Assigns 'B' Corp. Credit Rating
AEROGROW INTERNATIONAL: SMG Growing Owns 34% Stake as of April 24
AMPLIPHI BIOSCIENCES: Smithyman Reports 9% Stake as of Dec. 31
ANESTHESIA HEALTHCARE: McKesson Services Extended Until May 31
APOLLO MEDICAL: Effects Reverse Stock Split
ARIZONA ALL TRANS: Voluntary Chapter 11 Case Summary
BAKER & TAYLOR: S&P Withdraws 'B-' Corporate Credit Rating
BARD COLLEGE: Moody's Lowers Revenue Bonds Rating to Ba3
BAXANO SURGICAL: Files Chapter 11 Plan of Liquidation
BITZIO INC: Sadler Gibb & Associates Expresses Going Concern Doubt
BRUGNARA PROPERTIES: Court Approves Belvedere as Legal Counsel
BRUGNARA PROPERTIES: Hires Shaban Shakoori as Real Estate Broker
CAESARS ENTERTAINMENT: Examiner Gets Winston & Strawn for Probe
CAESARS ENTERTAINMENT: Noteholders Seek Kirkland Docs in DQ Row
CLAIRE'S STORES: S&P Lowers CCR to 'CCC', Outlook Negative
CLINICAL ASSOCIATES: Case Summary & 20 Top Unsecured Creditors
CORUS ENTERTAINMENT: S&P Affirms 'BB+' CCR, Outlook Stable
CUE & LOPEZ: Seeks Final Decree; U.S. Trustee Objects
CYRUSONE INC: S&P Puts 'B+' CCR on CreditWatch Negative
DYCOM INDUSTRIES: Upsized Revolver No Impact on Moody's Ba2 CFR
EASTERN HILLS: Plan Agent Seeks Final Decree Closing Case
EMMAUS LIFE: Chairman Appoints Seven New Directors
ENDEAVOUR INT'L: Prepares to Ward Off Suit Over Refinancing
ENERGY FUTURE: Noteholders Renew Make-Whole Premiums Fight
FALCON RIGS: Case Summary & 20 Largest Unsecured Creditors
FIBERTECH NETWORKS: S&P Puts 'B+' CCR on CreditWatch Negative
FISHER ISLAND: Status Conference Hearing Moved to June 11
FL 6801: Plan Filing Exclusivity Expires Today
GARRETSON'S MACHINE: Case Summary & 3 Top Unsecured Creditors
GENERAL MOTORS: Blasts Watchdog's Effort to Snag Bailout Emails
GENERAL MOTORS: Ignition Switch Death Claims Rises to 84
GETTY PETROLEUM: Getty Realty Receives Two Payments From Trust
GRIMM BROTHERS: Voluntary Chapter 11 Case Summary
HEALTHWAREHOUSE.COM INC: To Issue 6MM Shares Under Incentive Plan
HIGHLAND ORGANIZATION: Case Summary & 20 Top Unsecured Creditors
HOUGHTON MIFFLIN: Moody's Rates New $500MM Term Loan Due 2021 'B1'
HOUGHTON MIFFLIN: S&P Assigns 'B+' Corp. Credit Rating
IGATE CORP: Moody's Puts 'Ba3' CFR on Review for Upgrade
IKARIA INC: S&P Withdraws Ratings Following Redemption
INDEPENDENCE BANCSHARES: Reports $6.5-Mil. Net Loss in 2014
IPC INTERNATIONAL: Files Chapter 11 Plan of Liquidation
KA HOLDINGS: Voluntary Chapter 11 Case Summary
KAY BEE KAY: Case Summary & 12 Largest Unsecured Creditors
KIOR INC: DIP Lenders Limit Loan, Plan Milestones
KIOR INC: Exclusive Solicitation Period Extended to June 8
LEE STEEL: Has Interim Authority to Pay $1.1M to Critical Vendors
LEE STEEL: U.S. Trustee Forms Creditor's Committee
LIFESTYLE LIFT: Ch. 11 Trustee, Patient Care Ombudsman Appointed
LOUDOUN HEIGHTS: Application to Hire Jones Bane as Manager Denied
LOUDOUN HEIGHTS: Withdraws Application to Employ Auction Markets
LOUDOUN HEIGHTS: Withdraws Motion to Sell Substantialy All Assets
LSB INDUSTRIES: Moody's Alters Outlook to Neg & Affirms Ba3 CFR
MARINA BIOTECH: Presented at "Pitch & Partner"
MEDICURE INC: To Release Q1 Financial Results Today
MERITAS SCHOOLS: School Sales No Impact on Moody's 'B3' CFR
MISSISSIPPI PHOSPHATES: 'Challenge' Period Extended to May 7
MISSISSIPPI PHOSPHATES: Amends Schedules of Assets and Liabilities
MISSISSIPPI PHOSPHATES: Capstone Approved as Financial Advisor
MISSISSIPPI PHOSPHATES: Incurs Additional $500K DIP Financing
MISSISSIPPI PHOSPHATES: Inks Deal on Procedures for Attorneys
N.T. BUTTERFIELD: Fitch Affirms 'BB+' Rating on Subordinated Debt
NAARTJIE CUSTOM: Has Retention Plan for 2 Remaining Employees
NATIONAL SURGICAL: Moody's Assigns B1 Rating to 1st Lien Loans
NATIONAL SURGICAL: S&P Affirms 'B' CCR, Outlook Stable
PRAXSYN CORP: Incurs $12.4-Mil. Net Loss in 2014
PREMIER GOLF: Darvy Mack Cohan Okayed as Litigation Counsel
PTC SEAMLESS: Proposes Logan & Co. as Claims Agent
PTC SEAMLESS: Proposes Reed Smith as Counsel
PULLUM-CECILIO: Case Summary & 8 Largest Unsecured Creditors
RITE AID: EVP Store Operations Signs Pre-Arranged Trading Plan
RIVER CITY: 4th Interim Order on Cash Use Entered
RIVER CITY: Gets Court Approval to Sell Real Property Assets
SAMUEL WYLY: IRS Seeks $3.2-Bil. for Back Texas, Penalties
SAN JUAN RESORT: Defends Bid to Tap Carrasquillo as Consultant
SARATOGA RESOURCES: Reports $144-Mil. Net Loss in 2014
SCIENTIFIC CORP: ICT to Terminate TITO License Agreement
SORENSON COMMUNICATIONS: Moody's Raises Corp. Family Rating to Caa1
SPECIALTY HOSPITAL: Suzanne Koenig Discharged from PCO Duties
THEDIRECTORY.COM INC: DKM Expresses Going Concern Doubt
TRANS ENERGY: To Present at IPAA Oil & Gas Investment Symposium
TRAVELPORT WORLDWIDE: Appoints Former Visa Europe CIO as Director
TRITON EMISSION: Has Going Concern Doubt Due to Lack of Funding
UNI-PIXEL INC: Terminates Supply Agreement with Eastman Kodak
VELOCITY POOLING: S&P Revises Outlook to Neg. & Affirms 'B' CCR
WINDSTREAM CORP: S&P Raises Rating on Sr. Unsecured Debt to 'BB-'
WINLAND OCEAN: U.S. Trustee Forms Creditors' Committee
ZOGENIX INC: Amends 2014 Annual Report to Add Information
ZOGENIX INC: Chief Executive Officer Departs
[*] Boggs, Noskow, Pasaic Join Manatt as Partners in D.C. Office
[*] E&P Companies Faces Greater Risk for Bankruptcy, Fitch Says
[*] Shrine to Receive American Inns of Court Professionalism Award
[*] SIPC Head Issues Statement on Passing of Harvey Miller
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
21ST CENTURY ONCOLOGY: S&P Retains 'B-' Rating on 1st Lien Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on 21st
Century Oncology Holdings Inc.'s proposed first-lien credit
facilities remain the same following the announcement of the
company's plan to increase the size of the proposed term loan to
$610 million from $570 million. This issue-level rating is
unchanged at 'B-', the same as the corporate credit rating. The
recovery rating on this debt is '3' (at the high end of the 50% to
70% range). The proposed credit facilities will also include a
$125 million revolving credit facility.
In addition, the company plans on decreasing the size of the
planned unsecured notes to $360 million from $400 million. The
'CCC' issue-level rating on these notes is unchanged. The recovery
rating on the notes remains '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default.
Since the company is increasing the size of the proposed term loan
and decreasing the size of the proposed notes by a like amount, the
transaction does not affect S&P's leverage expectations or the
corporate credit rating.
The 'B-' corporate credit rating continues to reflect S&P's
expectation that discretionary cash flow will be minimal or a
modest deficit this year and that leverage will remain high in the
9x area. It also reflects the company's narrow business focus as a
provider of cancer care services, operations in a competitive
market, ongoing reimbursement risk, and geographic concentration.
RATINGS LIST
21st Century Oncology Holdings Inc.
Corporate Credit Rating B-/Stable/--
21st Century Oncology Inc.
$610 Mil. First-Lien Credit Fac. B-
Recovery Rating 3H
$360 Mil. Unsecured Notes CCC
Recovery Rating 6
A. SCHULMAN: Moody's Assigns 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned to A. Schulman, Inc. a B1
Corporate Family Rating, Ba3 senior secured ratings, and a B3
senior unsecured rating. These ratings have been assigned in
connection with proposed financing to help fund Schulman's
acquisition of Citadel Plastics Holdings, Inc., refinance existing
debt, and pay customary fees and expenses. The rating outlook is
stable.
"The first-time ratings reflect Schulman's significant use of debt
to acquire Citadel and the expectation for limited free cash flow
in the near-term," said Ben Nelson, Moody's Assistant Vice
President and lead analyst for A. Schulman, Inc.
Issuer: A. Schulman, Inc.
-- Corporate Family Rating, Assigned B1;
-- Probability of Default Rating, Assigned B1-PD;
-- Speculative Grade Liquidity Rating, Assigned SGL-2;
-- $300 million Senior Secured Revolving Credit Facility due
2020, Assigned Ba3 (LGD3);
-- $200 million Senior Secured Term Loan A due 2020, Assigned
Ba3 (LGD3);
-- $350 million Senior Secured Term Loan B due 2022, Assigned
Ba3 (LGD3);
-- EUR145 million Senior Secured Term Loan B due 2022, Assigned
Ba3 (LGD3);
-- $375 million Senior Unsecured Debt, Assigned B3 (LGD5);
-- Outlook, Stable
The ratings are subject to Moody's review of final terms and
conditions of the proposed transaction -- including sufficient
documentation to ensure the pari passu status of all rated secured
debt. The transaction is expected to close in May 2015.
The B1 CFR reflects modest profitability, high financial leverage,
and the challenges of executing an aggressive growth strategy
including large debt-funded acquisitions. Credit metrics will be
weak for the rating at closing, but adjusted coverage and leverage
metrics should improve in the near-term as the company achieves
acquisition-related synergies and gets past transaction- and
transition-related cash expenses - cash flow metrics should
solidify relative to the rating in 2016. Profitability likely will
remain quite modest compared to rated peers in the chemical
industry. Size and scale, geographic diversity, end market and
customer diversity, historical success integrating smaller
acquisitions, and good liquidity support the rating.
Schulman has agreed to acquire Citadel for $800 million, a purchase
multiple of over 10 times and 8 times on a pre- and post-synergy
basis, respectively, based on Schulman's estimates of Citadel's
EBITDA at $75 million in 2015 and anticipated synergies of $25
million within 18 months of closing. This results in a pro forma
adjusted leverage position in the low 5 times (Debt/EBITDA)
including Moody's analytical adjustments and in the mid 4 times by
management's calculations. Moody's believes that anticipated cost
synergies represent the most significant near-term benefit of the
proposed transaction with potential longer-term benefits, such as
cross-selling, being less certain and more challenging to factor
into the current ratings. The anticipated cost synergies would
improve Citadel's EBITDA by about one-third. Modest improvement in
operating performance following the transaction, including the
realization of planned synergies, should help the company reduce
leverage well below 5 times by the end of 2016. Moody's expects, at
best, modest free cash flow generation as the company incurs
significant transaction- and post-transaction (site
rationalization, employee severance, etc.). Once Schulman moves
past these one-time items, improvement into the mid single digit
range as a percentage of debt is possible in 2016.
The SGL-2 Speculative Grade Liquidity Rating indicates good
liquidity to support operations for at least the next four
quarters. Moody's expects modestly positive free cash flow in the
near-term. Secondary liquidity will be provided by a $300 million
revolving credit facility with only modest drawings at closing
(less than $50 million). The credit agreement is expected to
contain two financial maintenance covenants: (i) a minimum interest
coverage ratio test of 2.50x; and (ii) a maximum total net leverage
ratio test set at 5.50x. The covenants will step up and step down,
respectively, over the next several years.
The stable outlook assumes that Schulman will start to achieve
acquisition-related synergies in the near-term and maintain good
liquidity. Moody's could upgrade the rating with expectations for
financial leverage sustained below 4 times, retained cash flow to
debt exceeding 15%, and a commitment to more conservative financial
policies. Moody's could downgrade the rating with expectations for
financial leverage sustained above 5 times, retained cash flow to
debt sustained below 10%, or deterioration in liquidity.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
A. Schulman, Inc. is a publicly-traded supplier of designed and
engineered plastic compounds, color concentrates, and size
reduction services used in consumer, packaging, industrial and
automotive applications. Schulman has agreed to acquire
privately-owned Citadel Plastics Holdings, Inc. in a leveraged
transaction expected to close in May 2015. Citadel is manufactures
thermoplastics and thermosets for a variety of end market
applications. Headquartered in Fairlawn, Ohio, the combined company
generated about $3 billion of revenue for the twelve months ended
November 31, 2014.
A. SCHULMAN: S&P Assigns 'BB-' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to A. Schulman Inc. The outlook is stable.
At the same time, based on preliminary terms and conditions, S&P
assigned a rating of 'BB-' and a recovery rating of '3' to A.
Schulman's proposed $1 billion senior secured credit facilities,
consisting of a $300 million revolving credit facility, a $200
million term loan A, a $350 million term loan B, and a EUR145
million term loan B. The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%; upper half of the range)
recovery in the event of a default. S&P also assigned a 'B+' issue
rating (one notch below the corporate credit rating) and a recovery
rating of '5' to the proposed $375 million senior unsecured debt.
The '5' recovery rating indicates S&P's expectation for modest (10%
to 30%; lower half of the range) recovery in the event of a
default.
"The ratings on A. Schulman reflect our assessments of the
company's "fair" business risk and "aggressive" financial risk
profiles," said Standard & Poor's credit analyst. "We characterize
A. Schulman's liquidity as 'adequate'," he added.
A. Schulman maintains moderate market share in highly fragmented
markets with weak pricing power. S&P expects the company to
continue its focus on growing in the specialty space, especially
its engineered plastics business. As a result, S&P expects the
company's EBITDA margins to gradually improve from their low base
relative to peers. Although S&P expects margins to improve
gradually, which should result in the gradual improvement of the
company's credit measures, S&P expects funds from operations to
debt (FFO/debt) to remain near 15% over the next year.
The stable outlook reflects S&P's expectation that the company's
profitability will improve gradually through restructuring efforts,
improvements in operating efficiency, and its continued focus on
building its specialty chemical business. S&P would expect
management to maintain a prudent approach to funding growth and
shareholder rewards. S&P also expects the company to continue its
strong track record of realizing synergies through the integration
of its acquired businesses.
S&P could lower ratings if it expects FFO/debt to decline to 12% or
below in 2016, which could lead S&P to assess the company's
financial risk profile as "highly leveraged." In this scenario,
S&P would expect revenue growth to be 100 basis points (bps) lower
than its forecasted levels, along with a 200 bps drop in expected
EBITDA margins. Another scenario that could result in a downgrade
is one in which management makes additional debt-funded
acquisitions over the next year.
Based on S&P's forecasts, it could raise the ratings if revenue
were to grow at about an 8% rate, while margins increased at least
200 bps above what S&P has forecasted. In this scenario, S&P would
expect FFO/debt to surpass 20%. Such a scenario could occur with
continued growth in the specialty chemicals business, along with
improvements to working capital management. The company's
management would also need to demonstrate its commitment to
financial policies that support maintaining FFO/debt above 20%.
ACRISURE LLC: S&P Assigns 'B' Corp. Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned
Michigan-based insurance services broker Acrisure LLC its 'B'
long-term corporate credit rating. The outlook is stable. At the
same time, S&P assigned Acrisure's proposed $470 million first-lien
credit facilities, which consist of a $395 million term loan due
2022 and $75 million revolver ($3.5 million drawn at closing) due
2020, S&P's debt rating of 'B' and recovery rating of '3',
indicating that lenders could expect an average (50%-70% -- in the
higher half of the range) recovery in the event of a payment
default or bankruptcy. S&P also assigned the proposed $60 million
second-lien term loan due 2022 its 'CCC+' debt rating and '6'
recovery rating (indicating a negligible recovery expectation of
0%-10%). Acrisure intends to use the proceeds from the transaction
to refinance existing debt and related transaction costs.
The counterparty credit rating reflects Acrisure's fair business
risk profile (BRP) and 'highly leveraged' financial risk profile
(FRP) per S&P's corporate criteria. Acrisure is a national retail
broker offering property/casualty (P/C) and employee benefits
insurance and risk management to a broad base of small and
middle-market clients.
"We score Acrisure's BRP on the low end of fair reflecting its
developing profile and narrow focus in the highly competitive,
fragmented, and cyclical middle-market insurance brokerage
industry," said Standard & Poor's credit analyst Stephen Guijarro.
"Despite its recent track record of robust growth, Acrisure's small
revenue base, its product concentration in P/C products--71% of
revenues--and some geographic concentrations in the Midwest and
Northeast compare less favorably with many of its rated regional
peers with larger revenue bases and wider product and geographic
diversification."
Offsetting these weaknesses is the company's favorable acquisition
track record, which has enabled it to improve profitability and
margins throughout its ramp-up. Despite the strained insurance
pricing market, Acrisure achieved margins of more than 30% and
organic growth of 7% in 2014. While S&P believes there are
inherent risks associated with the pace of its acquisition oriented
growth, the company has been disciplined in its approach, focusing
on levering industry and technical specialization to bolster its
footprint and an acquisition-financing strategy with a substantial
equity component to retain owners and producers.
"The stable outlook reflects our expectation that Acrisure will
maintain stable credit metrics with enough cash flow to support its
highly acquisitive strategy and maintain pro forma EBITDA leverage
around 7.0x by year-end 2015," Mr. Guijarro continued. "We expect
low- to mid-single-digit organic growth due to leveraging, top-line
growth still supported by acquisitions, and about $130 million-$160
million of pro forma debt by year-end 2015. The outlook also
reflects our expectation that Acrisure will benefit from improved
efficiency enabling it to maintain healthy margins above 30%."
S&P would consider lowering the rating in the next 12 months if
organic growth or cash flow generation deteriorates, pressuring
strategy and increasing the risk of an unfavorable combination of
higher-than-expected financial leverage and weaker-than-expected
EBITDA coverage, specifically, financial leverage of more than 7.5x
and EBITDA coverage below 2.0x.
Although unlikely in the next 12 months, S&P could raise the rating
if cash flow generation improves financial leverage and EBITDA
coverage to reflect a sustained and more-conservative level
(financial leverage of less than 5.0x and EBITDA coverage of
4.0x-5.0x).
AEROGROW INTERNATIONAL: SMG Growing Owns 34% Stake as of April 24
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, SMG Growing Media, Inc. and The Scotts Miracle-Gro
Company disclosed that as of April 24, 2015, they beneficially own
3,175,994 shares of common stock of AeroGrow International, Inc.,
which represents 34.1 percent of the shares outstanding. A copy of
the regulatory filing is available at http://is.gd/lP5u6R
About AeroGrow
Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.
Aerogrow International reported a net loss attributable to common
shareholders of $4.13 million for the year ended March 31, 2014, a
net loss attributable to common shareholders of $8.25 million for
the year ended March 31, 2013, and a net loss of $3.55 million for
the year ended March 31, 2012.
As of Dec. 31, 2014, the Company had $12.27 million in total
assets, $10.98 million in total liabilities, all current and $1.28
million in shareholders' equity.
AMPLIPHI BIOSCIENCES: Smithyman Reports 9% Stake as of Dec. 31
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Anthony M. Smithyman disclosed that as of Dec. 31,
2014, he beneficially owns 25,370,536 shares of common stock of
AmpliPhi Biosciences Corporation, which represents 9.127 percent of
the shares outstanding. Margaret Smithyman also owns 23,370,536
common shares as of that date. A copy of the regulatory filing is
available for free at http://is.gd/c78265
About AmpliPhi
AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics. It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting. The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections. AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.
The Company reported a net loss of $57.6 million on $325,000 of
total revenue for the year ended Dec. 31, 2013, compared with a
net loss of $1.11 million on $664,000 of total revenue in 2012.
PBMares, LLP, in Richmond, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has had recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
As of Sept. 30, 2014, the Company had $28.4 million in total
assets, $17.08 million in total liabilities and $11.3 million in
total stockholders' equity.
ANESTHESIA HEALTHCARE: McKesson Services Extended Until May 31
--------------------------------------------------------------
The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia granted McKesson Technologies Inc.'s
second motion to extend and modify the terms of the consent order
entered on Aug. 19, 2014, as amended.
On August 19, 2014, the Court entered a consent order, which
established the terms on which McKesson would perform services for
Anesthesia Healthcare Partners, Inc. et al. The consent order
provides that, among other things:
1. Billing will continue to be weekly with the Debtors' payments
made by ACH one week in advance to avoid any issues with
administrative claims, and McKesson will not be required to file a
motion for payment or proof of administrative claim. The advance
payment each week will not exceed the actual amount due for the
immediately preceding week, except that there will be a "true up"
each week such that any excess amount paid in an advance payment in
the preceding week will be deducted from the advance payment for
the current week or any deficit amount from the advance payment of
the preceding week will be added to the advance payment for the
current week;
2. There will be allowed a $1,500 enrollment or re-enrollment
fee for each provider that is enrolled or re-enrolled;
3. Until May 31, 2015, McKesson will continue to provide the
same services for the greater payment per month of either (i)
minimum of $12,750 or (ii) actual contingent collection fee;
4. The Debtors will continue to comply with terms of the Billing
Services and Subcontractor Agreement entered into with PST
Services, Inc. (a McKesson company) effective July 15, 2012, as if
the Contract had not terminated;
5. In the event that the above styled chapter 11 cases or any of
them dismissed prior to May 31, 2015, then SunTrust Bank will
insure compliance with the contract and will guarantee payment of
any amounts due under the contract or this order;
About Anesthesia Healthcare
Anesthesia Healthcare Partners, Inc. and its affiliates filed
Chapter 11 petitions (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta
on May 15, 2014. The cases are assigned to Judge Wendy L.
Hagenau.
The Debtors tapped Theodore N. Stapleton, Esq., at Theodore N.
Stapleton, P.C., in Atlanta, as counsel. The Debtors also engaged
Carl Marks Advisory Group, Inc., to provide the services of F.
Duffield Meyercord as Chief Restructuring Officer Sean Lynch of
Suwannee, Georgia, the CEO of the company, owns 100% of the common
stock.
In its schedules, Anesthesia Healthcare listed $19,632,440 in total
assets and $11,827,716 in total liabilities.
APOLLO MEDICAL: Effects Reverse Stock Split
-------------------------------------------
Apollo Medical Holdings, Inc. has effected a 1-for-10 reverse stock
split of its common stock. Beginning with the opening of trading
on April 27, 2015, the Company's common stock will trade on a
split-adjusted basis. The Company also announced that it has
submitted an initial listing application to the NASDAQ Stock Market
to have its common stock approved for listing on the NASDAQ Capital
Market.
The Board of Directors approved the reverse stock split on
April 17, 2015, pursuant to authorization by shareholders at the
Company's annual meeting held on Sept. 30, 2014. The Board
approved the stock split to support the NASDAQ Capital Market
listing application. The Company cannot assure that the listing
will be approved.
Following the reverse stock split, each ten shares of the Company's
issued and outstanding common stock will be automatically converted
into one issued and outstanding share of the Company's common
stock. The reverse stock split will affect all issued and
outstanding shares of the Company's common stock, as well as common
stock underlying stock options, warrants, other common stock-based
equity grants and any other of the Company's securities converted
into or exchangeable for shares of the Company's common stock,
outstanding immediately prior to the effectiveness of the reverse
stock split. No fractional shares will be issued in connection
with the reverse stock split. Stockholders who would otherwise hold
a fractional share of common stock will receive a cash payment in
lieu of such fractional share. The reverse stock split will not
affect any stockholder's ownership percentage of the Company's
common stock, except to the limited extent that the reverse stock
split would result in any fractional shares, which will be cashed
out.
The reverse stock split will reduce the number of shares of the
Company's issued and outstanding common stock from approximately
48.6 million to approximately 4.86 million. The reverse stock
split does not have any effect on the Company's authorized capital
stock.
The Company's trading symbol of "AMEH" will not change as a result
of the reverse stock split, although it is expected that the letter
"D" will be appended to the Company's ticker for approximately 20
trading days following the effective date to indicate the
completion of the reverse stock split. In addition, the common
stock will trade under a new CUSIP number, 03763A207.
Stockholders holding shares through a brokerage account will have
their shares automatically adjusted to reflect the reverse stock
split as of the effective date. Stockholders with existing stock
certificates who have questions may call the Company's transfer
agent, OTC Stock Transfer, at 801-272-7272. Stockholders with
fractional shares will be cashed out directly by the Company
without further action required by these stockholders.
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.
Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.
As of Dec. 31, 2014, the Company had $15.02 million in total
assets, $16.5 million in total liabilities, and a $1.47 million
total stockholders' deficit.
ARIZONA ALL TRANS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Arizona All Transporation, Inc.
P.O. Box 21838
Phoenix, AZ 85036
Case No.: 15-05057
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Paul Sala
Debtor's Counsel: Donald W. Powell, Esq.
CARMICHAEL & POWELL, P.C.
7301 N. 16th St., #103
Phoenix, AZ 85020
Tel: 602-861-0777
Fax: 602-870-0296
Email: d.powell@cplawfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James E. Farrar, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
BAKER & TAYLOR: S&P Withdraws 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating and all issue ratings on Charlotte, N.C.-based Baker
& Taylor Acquisitions Corp.
The company sold two of its businesses, Baker & Taylor Marketing
Services U.S. and Baker & Taylor Publishing Group, in late
February, and while S&P believes the impact of the sale was
significant, management has not provided S&P with sufficient
information to continue performing surveillance on S&P's published
ratings. Management has also requested that S&P withdraw all of
its ratings on the company.
BARD COLLEGE: Moody's Lowers Revenue Bonds Rating to Ba3
--------------------------------------------------------
Moody's Investors Service downgrades Bard College's (NY) revenue
bonds to Ba3. The rating impacts $130.7 million of Bard College
Civic Facility Revenue Bonds, Series 2007 issued by the Dutchess
County Industrial Development Agency and $3.8 million Revenue
Refunding Bonds, Simon's Rock College of Bard Issue, Series 2007
issued through the Massachusetts Development Finance Agency. The
outlook is negative.
Downgrade of the rating to Ba3 reflects lack of progress by the
college in materially improving the college's extremely thin
liquidity, reflected in decision not to establish a working capital
reserve as had been expected at the time of our last review. Total
cash and investments declined in fiscal year (FY) 2014, even as
most other colleges and not-for-profits grew their assets,
reflecting elevated spending and continued borrowing from the
endowment to fund operations, and Moody's expect no improvement in
liquidity in FY 2015.
The college remains highly reliant on operating lines of credit to
meet working capital needs, with weak annual operating performance
and an ongoing inability to cover debt service from operating cash
flow. The college depends on gift flow from a limited group of
donors to fund both core operations and new initiatives. Further,
the college faces intensifying competition, with declining net
tuition per student and a deterioration in the college's yield rate
on accepted students reflecting challenged student demand.
The Ba3 rating favorably incorporates extraordinary philanthropic
support for its endeavors. Gift revenue totaled $340 million in
fiscal years 2010 through 2014. The college is collecting on prior
pledges while continuing to garner new ones.
The negative outlook reflects the possibility of a further
downgrade should the college be unable to make demonstrable
progress on improving liquidity and operating performance within
the next two years. Inability to maintain access to operating lines
of credit could cause rapid credit deterioration, as would
inability to sustain high levels of philanthropic support.
What could make the rating go up:
- Significant improvement in liquidity
- Sustained improvement in operating performance to generate
adequate debt service coverage
What could make the rating go down:
- Failure to maintain access to lines of credit
- Continued reduction of remaining cash and investments
- Slowing of gift receipts
- Failure to reverse decline in net tuition revenue
- Additional debt
Bard College is a selective liberal arts college with over 3,000
full time equivalent students located in the Hudson River Valley,
90 miles north of New York City. In addition to traditional
undergraduate studies, Bard offers an early college experience to
high school age students at Simon's Rock in Great Barrington,
Massachusetts and in eight urban centers as well as to New York
State inmates. Recent expansions include acquisition of the Longy
School of Music in Cambridge, Massachusetts and Bard College
Berlin, a liberal arts university with an intensive program in
intellectual history.
Unsecured general obligation of Bard College.
The legal security on the Civic Facility Revenue Bonds, Series 2007
and the Revenue Refunding Bonds, Simon's Rock College of Bard
Issue, Series 2007 requires a debt service reserve fund in an
amount equal to 50% of maximum annual debt service, but no greater
than the lesser of 10% of the original aggregate principal amount
or 1.25 times the average annual debt service payments on the
bonds. In addition, there is a negative lien on tuition revenue and
facilities, subject to certain limited permitted liens. There is
also an additional indebtedness test such that additional debt does
not exceed 100% of the market value of Total Net Assets from the
college's last audited financial statements less Net Investment in
Plant (depreciated property, plant and equipment less debt issued
for capital purposes). As of FY 2014, the debt service reserve fund
was $4.39 million.
The principal methodology used in this rating was U.S.
Not-for-Profit Private and Public Higher Education published in
August 2011.
BAXANO SURGICAL: Files Chapter 11 Plan of Liquidation
-----------------------------------------------------
Baxano Surgical, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a Chapter 11 liquidating plan following the
sale of all of its operating assets.
The only assets remaining in the Debtor's estate are cash
(approximately $40,000 as of April 27, 2015), accounts receivable
(estimated to have a net collectable value, as of April 27, of
approximately $725,000), rights to return of deposits and refund of
unearned insurance premiums (estimated to have a collectable value,
as of April 27, of approximately $215,000), escrows (approximately
$520,000 as of April 27), potential Causes of Action to recover
preferential transfers (estimated to have a net collectable value,
as of April 27, of approximately $30,000) unable to estimate,
including possible Causes of Action against the Debtor's current
and/or former officers and directors.
Following the Effective Date, a liquidation trustee will liquidate
the remaining accounts receivable, rights to return of deposits,
refunds of unearned insurance premiums and preference claims. In
addition, assuming a law firm can be identified that is willing to
undertake an investigation of the viability of any Causes of Action
against current and/or former directors and officers, on terms
acceptable to the Liquidation Trustee, the investigation will be
undertaken. And, if that investigation results in a determination
by the Liquidation Trustee that viable Causes of Action exist
against current and/or former directors and officers that can be
pursued on a cost-effective basis, the Causes of Action will be
pursued.
Holders of general unsecured claims are impaired and are entitled
to vote on the Plan. They are expected to recover 0% to 100% of
their total allowed claims, estimated to total $19 million.
A hearing to consider the adequacy of the Disclosure Statement is
scheduled for June 2, 2015, at 2:00 PM. Objections are due by May
26.
The Debtor proposes that the Court approve the following
confirmation timetable:
July 10, 2015: Voting Deadline
July 10, 2015: Plan Objection Deadline
July 17, 2015: Deadline for Filing Voting Tabulation Results
July 17, 2015: Deadline for Responses to Plan Objections
July 24, 2015: Confirmation Hearing
A full-text copy of the Disclosure Statement dated April 27, 2015,
is available at http://bankrupt.com/misc/BAXANOds0427.pdf
About Baxano Surgical
Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region. As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.
Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to
Judge Christopher S. Sontchi.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel. The Debtor is
also employing the law firm of Goodwin Proctor LLP as special
counsel, and the law firm of Hogans Lovell as special healthcare
regulatory counsel. The Debtor is engaging Tamarack Associates
to,
among other things, provide John L. Palmer as CRO. Houlihan Lokey
is serving as the Debtor's investment banker. Rust Consulting
Omni
is the claims and noticing agent.
The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel. The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.
BITZIO INC: Sadler Gibb & Associates Expresses Going Concern Doubt
------------------------------------------------------------------
Bitzio, 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.
Sadler Gibb & Associates LLC expressed substantial doubt about the
Company's ability to continue as a going concern citing that the
Company has recurring net losses, an accumulated deficit of $27.03
million and a working capital deficit.
The Company reported a net loss of $4.04 million on $395,000 in
revenue for the year ended Dec. 31, 2014, compared with a net loss
of $2.71 million on $5,800 of revenue in the same period last
year.
The Company's balance sheet at Dec. 31, 2014, showed $1.43 million
in total assets, $6.00 million in total liabilities, and a
stockholders' deficit of $4.57 million.
A copy of the Form 10-K is available at:
http://is.gd/yPGhZR
Chatsworth, Calif.-based Bitzio, Inc., is a fashion brand
management company. The Company is engaged in acquiring, promoting
and marketing a portfolio of consumer brands.
BRUGNARA PROPERTIES: Court Approves Belvedere as Legal Counsel
--------------------------------------------------------------
Brugnara Properties VI sought and obtained permission from the Hon.
Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California to employ Matthew D. Metzger of Belvedere
Legal, PC as general bankruptcy counsel.
The Debtor requires Belvedere Legal to:
(a) advise and represent Applicant to all matters and
proceedings within this Chapter 11 case, other than those
particular areas that may be assigned to special counsel;
(b) research and litigate the validity or lack thereof of
governmental tax liens allegedly asserted against Client's
real property;
(c) assist, advise and represent Applicant in any manner
relevant to a review of its debts, obligations,
maximization of its assets and where appropriate,
disposition thereof;
(d) assist, advise and represent Applicant in the operation and
liquidation of its business, if appropriate;
(e) assist, advise and represent Applicant in the performance
of all of its duties and powers under the Bankruptcy Code
and Bankruptcy Rules, and in the performance of such other
services as are in the interests of the estate;
(f) assist, advise and represent Applicant in dealing with its
creditors and other constituencies, analyzing the claims in
this case and formulating and seeking approval of a Plan of
Reorganization.
The Debtor agreed to reimburse counsel for costs and for fees at
counsel's discounted rate of $495/hr.
The engagement also provides for condition subsequent to
engagement, which condition, if not performed, would provide the
Firm with the contractual authorization to move to withdraw as
counsel for the Debtor and estate: the payment of a $50,000
post-petition retainer from outside the bankruptcy estate by or
before April 30, 2015. In the event that the Firm does not receive
the promised $50,000 retainer from outside the estate by or before
April 30, 2015, the Firm reserves the contractual right to file a
motion to withdraw as counsel.
Matthew D. Metzger 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.
Belvedere Legal can be reached at:
Matthew D. Metzger, Esq.
BELVEDERE LEGAL, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: (415) 513-5980
Fax: (415) 513-5985
E-mail: mmetzger@belvederelegal.com
About Brugnara Properties
Brugnara Properties VI filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 14-31867) in San Francisco, California, on Dec. 31,
2014, without stating a reason.
On January 2, 2015, Judge Hannah L. Blumensteil of the U.S.
Bankruptcy Court for the Northern District of California
transferred the Chapter 11 case of Brugnara Properties to Judge
Dennis Montali.
The Debtor estimated $10 million to $50 million in assets and less
than $10 million in debt.
The Debtor only filed the Schedule D - Creditors Holding Secured
Claims in its Schedules of Assets and Liabilities.
The Debtor disclosed that Wells Fargo Home Mortgage is owed $6.15
million on a first note secured by the Debtor's property, and Saxe
Mortgage Co. is owed $1.7 million on a second note.
The deadline for filing claims is May 4, 2015.
The Debtor is represented by Erik G. Babcock, Esq., at Law Office
of Erik G. Babcock, in Oakland, California.
BRUGNARA PROPERTIES: Hires Shaban Shakoori as Real Estate Broker
----------------------------------------------------------------
Brugnara Properties VI seeks authorization from the Hon. Dennis
Montali of the U.S. Bankruptcy Court for the Northern District of
California to employ Shaban Shakoori as real estate broker.
The Debtor seeks to employ Mr. Shakoori as broker for the purposes
of:
(a) listing the Debtor's property located at 224 Sea Cliff
Avenue, San Francisco, CA 94121 (the "Subject Property") in
order to obtain a true measure of present fair market
liquidation value and thereby provide an evidentiary basis
to challenge the valuation and equity cushion figures
alleged by junior lienholder Saxe Mortgage Company; and
(b) to serve as a seller’s side only broker in order to
liquidate the Subject Property for the benefit of the
estate and its creditors, in the event that the Debtor
cannot secure reasonable post-petition financing for within
a reasonable period (the "real estate services").
The agreed-upon rate of compensation, subject to Bankruptcy Court
approval, is 5.0% of the listing price for each individual TIC
unit, divided evenly with the Buyer’s broker.
Shaban Shakoori 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.
Shaban Shakoori can be reached at:
Shaban Shakoori
Coldwell Banker Residential Real Estate Services
1560 Van Ness Ave
San Francisco, CA 94109
Tel: (415) 229-1313
E-mail: shaban@residentialsf.com
About Brugnara Properties
Brugnara Properties VI filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 14-31867) in San Francisco, California, on Dec. 31,
2014, without stating a reason.
On January 2, 2015, Judge Hannah L. Blumensteil of the U.S.
Bankruptcy Court for the Northern District of California
transferred the Chapter 11 case of Brugnara Properties to Judge
Dennis Montali.
The Debtor estimated $10 million to $50 million in assets and less
than $10 million in debt.
The Debtor only filed the Schedule D - Creditors Holding Secured
Claims in its Schedules of Assets and Liabilities.
The Debtor disclosed that Wells Fargo Home Mortgage is owed $6.15
million on a first note secured by the Debtor's property, and Saxe
Mortgage Co. is owed $1.7 million on a second note.
The deadline for filing claims is May 4, 2015.
The Debtor is represented by Erik G. Babcock, Esq., at Law Office
of Erik G. Babcock, in Oakland, California.
CAESARS ENTERTAINMENT: Examiner Gets Winston & Strawn for Probe
---------------------------------------------------------------
Law360 reported that a bankruptcy judge has appointed Winston &
Strawn LLP to lead an investigation into transactions that Caesars
Entertainment Operating Co. Inc. stakeholders say swept significant
value out of the company before it officially went bankrupt.
According to the report, former assistant Watergate prosecutor
Richard J. Davis, the court-appointed examiner in charge of
investigating prebankruptcy dealings between CEOC and its parent
company, Caesars Entertainment Corp., received approval from U.S.
Bankruptcy Judge A. Benjamin Goldgar for Winston & Strawn to
participate.
As previously reported by The Troubled Company Reporter, the
Chapter 11 Examiner said he wants Winston & Strawn to assist in his
probe of CEOC's activity amid widespread creditor allegations that
it had been plundered of its worth in the name of protecting
private equity owners Apollo Global Management LLC and TPG Capital,
which bought out parent Caesars Entertainment Corp. in a $31
billion deal in 2008. In two motions seeking an emergency hearing
on the requests, Mr. Davis wrote that he has been working with the
firms since he was appointed on March 25.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings
(IDR) and issue ratings of Caesars Entertainment Operating Company
(CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15,
2015. Accordingly, Fitch will no longer provide ratings or
analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of Chester
Downs and Marina LLC (Chester Downs) and the ratings have been
simultaneously withdrawn for business reasons.
CAESARS ENTERTAINMENT: Noteholders Seek Kirkland Docs in DQ Row
---------------------------------------------------------------
Law360 reported that junior creditors in Caesars Entertainment
Operating Co. Inc.'s bankruptcy proceedings urged an Illinois
bankruptcy judge to force Kirkland & Ellis LLP to turn over
documents they contend may show a conflict, the latest development
in their bid to disqualify the firm from representing the company.
According to the report, in the motion, the Official Committee of
Second Priority Noteholders argued that Kirkland & Ellis won't give
up early versions of a "pitch book" the firm gave to Caesars and an
unredacted version of an email.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings
(IDR) and issue ratings of Caesars Entertainment Operating Company
(CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15,
2015. Accordingly, Fitch will no longer provide ratings or
analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of Chester
Downs and Marina LLC (Chester Downs) and the ratings have been
simultaneously withdrawn for business reasons.
CLAIRE'S STORES: S&P Lowers CCR to 'CCC', Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Claire's Stores Inc. to 'CCC' from 'B-'. The outlook is
negative.
S&P also lowered its issue-level ratings on the company's revolving
credit facility and its 9.0% and 6.125% senior secured first-lien
notes to 'CCC' from 'B-'. The '3' recovery ratings on these debt
instruments remains unchanged and reflects S&P's expectations for
meaningful recovery in the event of default, at the higher end of
the 50% to 70% range. S&P also lowered its issue-level ratings on
Claire's 8.875% senior secured second-lien notes, 7.75% senior
notes, and 10.5% senior subordinated notes to 'CC' from 'CCC' The
recovery ratings on these notes remains '6'.
"The rating action reflects our belief that Claire's could violate
its financial covenant under its revolving credit facility in the
upcoming quarters, given continuously weak operating trends," said
credit analyst Mariola Borysiak. "The covenant applies when the
company's outstanding borrowings remain above $15 million.
Although, the company did not have to comply with this covenant at
end of the fourth quarter ended Jan. 31, 2015 (it repaid all
borrowings outstanding under its revolver), we expect the covenant
will apply in the upcoming quarters as the company will have to use
revolver borrowings to fund its operating and financing needs."
The negative outlook reflects S&P's view of the company's eroding
liquidity position as a result of declining earnings. S&P believes
the company could violate its financial covenant under its $115
million revolving credit facility in the upcoming quarters if it
does not amend its credit agreement to loosen the terms of the
covenant. In addition, if the performance does not improve, S&P
believes the company will likely have difficulties refinancing its
senior subordinated notes due June 2017.
A downgrade could occur if S&P believes the company cannot amend
its credit agreement and it violates its financial covenant. S&P
could also lower the rating if it believes the company could
default on its debt obligations or pursue a restructuring of its
capital structure in the next six months or few quarters.
S&P will not consider a higher rating in the next 12 months given
declining performance trends and potential for covenant
noncompliance and S&P's view that the company does not generate
sufficient cash flows to support its operations and interest
burden. An upgrade could be possible if the company remedies the
tight cushion under its covenant and maintains more than 10%
cushion to its financial covenants. In addition, a positive rating
action will be conditioned upon the company's successful
refinancing of its 2017 maturities for the revolving credit
facility and senior subordinated notes, which in S&P's view would
provide the company with sufficient runway to improve its
operations.
CLINICAL ASSOCIATES: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Clinical Associates, S.C.
1460 Market Street, Suite 300
Des Plaines, IL 60016
Case No.: 15-15083
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: Joel A Schechter, Esq.
LAW OFFICES OF JOEL SCHECHTER
53 W Jackson Blvd Ste 1522
Chicago, IL 60604
Tel: 312 332-0267
Fax: 312 939-4714
Email: joelschechter@covad.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by George L. Lagorio, M.D., president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-15083.pdf
CORUS ENTERTAINMENT: S&P Affirms 'BB+' CCR, Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Toronto-based Corus Entertainment Inc.
At the same time, Standard & Poor's revised its assessment of
Corus' liquidity to "adequate" from "strong." The outlook is
stable.
The affirmation reflects S&P's view of Corus' "satisfactory"
business risk profile and "significant" financial risk profile.
S&P recognizes that recent regulatory changes have created some
uncertainty that, combined with weaker advertising revenue, could
pressure earnings. However, S&P believes that in such a
circumstance, the company will take steps to prudently manage its
balance sheet to mitigate these risks.
Corus has a maximum leverage ratio covenant of 4x and a minimum
interest coverage ratio covenant of 2x. "Based on our analysis, we
no longer assess liquidity as strong given covenant headroom of
below 30%, which results in the liquidity assessment score
revision," said Standard & Poor's credit analyst Stephen Goltz.
This is primarily attributable to lower EBITDA in part due to
restructuring charges, which S&P deducts from EBITDA as per its
criteria, and S&P's forecast for lower growth due to the softness
in advertising revenues and concerns surrounding new regulations.
The stable outlook on Corus reflects Standard & Poor's expectation
that the company's organic operating results will be stable with
flat year-over-year revenue growth. Moreover, S&P expects the
company will use free cash to pay down debt and will maintain
adjusted debt to EBITDA of about 3.5x and FFO-to-debt about 20%.
Furthermore, S&P expects that the company will make strategic
changes to address the revised Canadian media regulatory
environment to ensure stable financial performance.
S&P could consider lowering the ratings if Corus cannot address the
impact of recent regulatory changes and changed market conditions,
both of which could lead to deterioration in the company's business
risk profile in the medium term. S&P could also lower the rating
if the company experiences weaker financial performance or
undertakes significant share buybacks that result in adjusted
debt-to-EBITDA above 4x and FFO-to-debt below 20% consistently.
Although unlikely in the next 12-18 months, S&P could raise the
ratings on Corus if the company improves its operating and
financial performance, enabling it to sustain debt to EBITDA under
3x and FFO to debt about 30% consistently.
CUE & LOPEZ: Seeks Final Decree; U.S. Trustee Objects
-----------------------------------------------------
Cue & Lopez Construction Inc. filed with the U.S. Bankruptcy Court
for the District of Puerto Rico an application for the issuance of
a final decree under Section 1142 of the Bankruptcy Code closing
its case, because its Chapter 11 plan of reorganization has been
substantially consummated.
Oriental Bank and Trust also filed an application for the issuance
of a final decree.
As reported in the Troubled Company Reporter on Nov. 19, 2014, the
Hon. Brian K. Tester confirmed the Debtor's plan and its
supplements. The Court's ruling was also in accordance with the
stipulation between the Debtor and Oriental Bank, filed on Aug. 4,
2014.
The TCR said on Oct. 29, 2014, the Debtor has filed with the Court
a third amendment to its Plan dated Oct. 22, 2014.
Under the Third Amended Plan, Class 3 (Oriental Bank) claims, shall
be paid on or before the Effective Date, by the transfer to
Oriental Bank of the above properties, with a combined estimated
value of $856,372.99, and the assignment of the remaining the
retainage. In addition, Debtor will pay Oriental Bank $100,000
arising from the retainage assigned by Debtor to Oriental Bank as
to the Casa Maggiore Project, not property of Debtor's estate, paid
by Casa Maggiore, Inc. to Debtor and returned by Debtor thereto.
The $100,000 will be paid by a payment of $25,000 on the Effective
Date, the balance to be paid through twelve consecutive equal
monthly payments of $3,125 due on the 30th day of the subsequent
twelve month and a balloon payment for $37,500 on the 30th day of
the thirteen (13) month after the Effective Date. Oriental Bank's
Class 5 Claim for $4,192,778.24 which includes Oriental Bank's
deficiency claim under Class 3 and Oriental Bank's current
unsecured claim, will he dealt with under Class 5 of the Plan. The
Debtor will submit quarterly operating reports to Oriental
detailing Debtor's revenues, expenses, and results of operations,
during the term of the Plan.
The Holders of Allowed General Unsecured Claims, including the
deficiency claims of the secured creditors set forth above, will be
paid in full satisfaction of their claims 5% thereof, through 60
consecutive monthly installments of $12,157, commencing on the
Effective Date and continuing on the 30th day of the subsequent 59
months.
U.S. Trustee's Objection to Final Decree
Guy G. Gebhardt, Acting United States Trustee for Region 21, has
opposed the Debtor's request for a final decree, as he understands
that the bankruptcy estate has not been fully administered nor has
the plan been "substantially consummated."
The U.S Trustee said Oriental Bank, whose secured claims are
classified under Class 3 of the Plan, was to receive as partial
payment for its claims the following properties:
a) Residential Unit, Penthouse No. 515, at Hills View Plaza
Condominium, Frailes Ward, Guaynabo, Puerto Rico, with an estimated
disposition value of $237,526;
b) Residential Unit (Apartment No. 633) at Vistas de Gurabo,
Puerto Rico, with an estimated disposition value of $132,433; and
c) Residential Unit at Urb. Grand Palm II, Sabana Ward, Vega
Alta, Puerto Rico, with an estimated disposition value of
$174,825.
The U.S. Trustee argued that the properties proposed by the plan to
be transferred have not been transferred, and there are several
motions pending before the Court. In addition, both the Debtor and
Oriental Bank seem to agree that the effective date under the plan
has not yet occurred; therefore, granting a final decree in this
case would be premature.
A copy of the Third Amended Plan is available for free at
http://bankrupt.com/misc/CUE_LOPEZ_378_3plan.pdf
About Cue & Lopez
San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 13-08297) on Oct. 4, 2013. The case is assigned to Judge
Brian K. Tester.
Cue & Lopez Contractors, Inc., filed a separate Chapter 11 petition
(Case No. 13-08299) on the same date.
The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico. CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.
Cue & Lopez Construction scheduled $13.3 million in total assets
and $17.5 million in total liabilities. The Chapter 11 petitions
were signed by Frank F. Cue Garcia, president.
CYRUSONE INC: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Carrollton, Tex.-based CyrusOne Inc., including its 'B+' corporate
credit rating, on CreditWatch with negative implications. The
CreditWatch listing means S&P could either affirm or lower the
rating depending on the company's financing plans and S&P's view of
the company's post-acquisition business risk profile and financial
policy.
"The CreditWatch placement follows CyrusOne's announcement that it
has entered into a definitive merger agreement to acquire Cervalis
LLC for $400 million," said Standard & Poor's credit analyst
Michael Altberg.
Cervalis provides colocation, cloud, and managed services through
four data centers in the New York metropolitan area. S&P views the
acquisition as favorable to CyrusOne's business risk profile,
providing increased scale and presence in the Northeast as well as
modest revenue diversification. Cervalis generated approximately
$70 million of revenue in 2014, one-third of which came from
interconnection and managed services.
The CreditWatch placement reflects the potential for an affirmation
or one-notch downgrade depending on the company's financing
arrangements and longer-term business outlook. Under the scenario
of a ratings affirmation, S&P could affirm ratings prior to the
transaction close in conjunction with the proposed financing. In
the case of a downgrade, S&P would resolve the CreditWatch upon the
close of the transaction.
DYCOM INDUSTRIES: Upsized Revolver No Impact on Moody's Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service said Dycom Industries, Inc. announcement
on April 27 that it amended its credit agreement increasing the
size of its revolving credit facility by $175 million to $450
million is a credit positive event but does not impact the
company's ratings including its Ba2 Corporate Family Rating, SGL-1
Speculative Grade Liquidity rating or the stable outlook.
Concurrent with the upsizing of the revolver, the company increased
the size of its term loan under its credit agreement to $150
million from approximately $110 million and extended the maturity
date of the facilities under the credit agreement to April 2020.
Dycom Industries, Inc., located in Palm Beach Gardens, Florida, is
a leading provider of specialty contracting services in North
America. Dycom provides engineering, construction and maintenance
services that assist telecommunication and cable television
providers expand and monitor their network infrastructure in a cost
effective manner. The company also provides underground locating
services for telephone, cable, power, gas, water, and sewer
utilities. Dycom generated contract revenues approximating $1.9
billion for the twelve months ended January 24, 2015.
EASTERN HILLS: Plan Agent Seeks Final Decree Closing Case
---------------------------------------------------------
Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto LLP, the trustee
and plan agent for Eastern Hills Country Club, filed on March 26,
2015, an application for final decree closing the Debtor's Chapter
11 cases. The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court
for the Northern District of Texas presides over the cases.
According to Mr. Yaquinto, substantial consummation of the Debtor's
Chapter 11 reorganization plan has occurred and a final decree
should be entered. The trustee has commenced distributions under
the Plan and has with few exceptions paid all allowed claims. He
will continue distributions under the plan in accordance with the
plan.
Mr. Yaquinto said the Debtor is not aware of any sums payable to
the Clerk or the Court for any charges. The Debtor believes all
U.S. Trustee fees due and owing have been paid. To the extent any
U.S. Trustee fees are owed, the Debtor will pay such fees in a
timely manner upon entry of an order closing this case.
Mr. Yaquinto said the Debtor delayed filing the application for
final decree because this case presented unique tax issues with
which the Debtor was unfamiliar. The final tax return was received
by Internal Revenue Service on Jan. 30, 2015 with a request for a
prompt determination pursuant to Section 505(b) of the Bankruptcy
Code.
Response to the Debtor's application for final decree must be filed
with the U.S. Bankruptcy Clerk, Room 1254, 1100 Commerce Street in
Dallas, Texas, within 24 days of the services of the Debtor's
application.
Mr. Yaquinto can be reached at:
Robert Yaquinto, Jr.
SHERMAN & YAQUINTO, L.L.P.
509 North Montclair Avenue
Dallas, TX 75208-5498
Tel: 214/942-5502
Fax: 214/946-7601
About Eastern Hills
Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities. The petition was signed by David Harvey
as president. Richard W. Ward, Esq., serves as the Debtor's
counsel.
According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq. foot
putting green, practice facility, and driving range. The golf
course has been home of the Texas Womens Open since 2011.
Judge Stacey G. Jernigan presides over the bankruptcy case.
Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club. He is represented by his firm, Sherman
& Yaquinto, LLP.
On April 15, 2014, the Court granted the trustee approval to sell
the principal asset of the Debtor.
EMMAUS LIFE: Chairman Appoints Seven New Directors
--------------------------------------------------
Yutaka Niihara, M.D., MPH, chairman of the Board of Emmaus Life
Sciences, Inc., submitted on April 23, 2015, written personal and
confidential consent solicitation materials to selected
stockholders of the Company in connection with his solicitation of
the stockholders' written consents to the following proposals:
* The adoption of Amendment No. 2 to the Issuer's bylaws to:
(i) expressly provide that the "advance notice" restrictions
and other director qualifications that apply to the
nomination and election of directors at stockholder meetings
do not apply to the nomination and election of director
candidates by written consent in lieu of a stockholder
meeting; (ii) increase the size of the Issuer's board of
directors from seven directorships to 14 directorships;
and (iii) expressly provide that the stockholders may fill
vacant and newly created directorships; and
* Subject to approval of the foregoing proposal, the election
as directors of seven director-candidates, namely: Blair A.
Contratto, Stephen Lee, Willis C. Lee, Masaharu Osato, M.D.,
Lan T. Tran, David J. Wohlberg and Ian Zwicker.
On April 24, 2015, Dr. Niihara received written consents of the
holders of a majority of the outstanding shares of Common Stock,
which consents have been submitted to the Issuer on Dr. Niihara's
behalf pursuant to Section 228 of the Delaware General Corporation
Law. As a result, Dr. Niihara's proposals have been approved by
the stockholders of the Issuer and are effective under the DGCL.
Dr. Niihara intends to propose to the board of directors of the
Issuer that the board agree on a reduced slate of directors
acceptable to the board, and that the board reduce its size to
seven or nine directors. If the Issuer fails to recognize the
election of the new directors, however, Dr. Niihara may have to
resort to filing a legal proceeding in the Court of Chancery of the
State of Delaware to confirm the effectiveness of the amendments to
the Issuer's bylaws and the election of the seven
director-candidates and to confirm that those actions are
permissible under the Agreement dated Sept. 11, 2013, among the
Issuer, Dr. Niihara, Sarissa Capital Management, L.P. and T. R.
Winston & Company LLC.
The seven new directors and Dr. Niihara would constitute a majority
of the board of directors of the Issuer. As such, the seven new
directors and Dr. Niihara generally would be able to determine the
outcome of any proposed future actions by the Issuer's board if
they were in unanimous agreement on such actions. Certain Issuer
board actions, however, would continue to require unanimous
director approval under the director designation agreement.
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Dr. Niihara disclosed that as of April 24, 2015, he
beneficially owns 11,177,274 shares of common stock of Emmaus Life
Sciences, Inc., which represents 37.7 percent based on 28,093,848
shares of Common Stock outstanding as of March 20, 2015. Soomi
Niihara also reported beneficial ownership of 9,529,711 common
shares as of that date.
About Emmaus Life
Emmaus Life Sciences, Inc., is engaged in the discovery,
development, and commercialization of treatments and therapies
primarily for rare and orphan diseases. This biopharmaceutical
company's headquarters is in Torrance, California.
Emmaus Life reported a net loss of $20.8 million on $500,700 of net
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $14.06 million on $391,000 of net revenues for the year ended
Dec. 31, 2013. As of Dec. 31, 2014, the Company had $2.66 million
in total assets, $23 million in total liabilities and a $20.3
million total stockholders' deficit.
KPMG LLP, in San Diego, California, issued a "going Concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that
the Company has suffered recurring losses from operations, has
significant amounts of debt due within a year, and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
ENDEAVOUR INT'L: Prepares to Ward Off Suit Over Refinancing
-----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
oil and gas developer Endeavour International Corp. is attempting
to swat away accusations from the official committee of unsecured
creditors seeking to sue over allegedly improper prebankruptcy
financial maneuvers.
According to the report, plunging crude oil prices scuttled
Endeavour's efforts to push its prenegotiated debt restructuring
through bankruptcy court earlier this year. Talks aimed at coming
up with a revised means of chopping debt from the balance sheet
continue against a backdrop of volatility in the oil and gas
industry, the report related.
In the meantime, the Committee is asking court permission to file
lawsuits to challenge loan transactions that date back to the
period just before the October 2014 bankruptcy filing, the report
further related.
About Endeavour International
Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.
On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders. The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).
As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
series c convertible preferred stock, and a $41.5 million
stockholders' deficit.
Endeavour Operating Corporation, in its schedules, disclosed
$808,358,297 in assets and $1,242,480,297 in liabilities as of the
Chapter 11 filing.
The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.
The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates. The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.
* * *
U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.
The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6). The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.
The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.
ENERGY FUTURE: Noteholders Renew Make-Whole Premiums Fight
----------------------------------------------------------
Law360 reported that creditors in Texas power giant Energy Future
Holdings Corp.'s $42 billion bankruptcy haven't yet given up their
fight for hundreds of millions of dollars in penalties they say
they're owed because EFH paid off loans early, filing a trial brief
urging the court to modify the bankruptcy stay so that a key date
no longer triggers the penalties.
As previously reported by The Troubled Company Reporter, in March,
EFH was found to be not liable for a penalty of two-thirds of a
billion dollars for early repayment of $4 billion in senior bonds.
EFH and the senior bondholders had long clashed in Delaware federal
court over whether the company's decision to repay $4 billion in
senior bonds entitled those investors to sizable make-whole
premiums. U.S. Bankruptcy Judge Christopher Sontchi said that his
reading of the contract didn't require them.
"The plain language of the indenture does not require payment of
an
applicable premium upon a repayment of the notes, following an
acceleration ... arising from a default for the commencement of
'proceeding to be adjudicated bankrupt or insolvent,'" the report
said, citing Judge Christopher Sontchi in Delaware as saying,
clarifying that the
bankruptcy "was not an intentional default."
The adversary suit is CSC Trust Co. of Delaware v. Energy Future
Intermediate Holdings LLC et al., case number 1:14-ap-50363, in
the
same venue.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion. The
Debtors have $42 billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
* * *
Energy Future Holdings Corp., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement, which provides for a
comprehensive restructuring and recapitalization of the Debtors'
pre-bankruptcy obligations and corporate form, preserves the going
concern value of the Debtors' businesses, maximizes recoveries
available to all constituents, provides for an equitable
distribution to the Debtors' stakeholders, protects the jobs of
employees, and ensures continued provision of electricity in Texas
to the Texas Competitive Electric Holdings Company LLC's
approximately 1.7 million retail customers and the smooth delivery
of electricity to the entire state through the TCEH Debtors'
generation activities.
The hearing on the approval of the Disclosure Statement is still
to
be determined. Objections are due June 17.
A full-text copy of the Plan dated April 14, 2015, is available at
http://bankrupt.com/misc/EFHplan0414.pdf
A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/EFHds0414.pdf
FALCON RIGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Falcon Rigs, Inc.
PO Box 142
Cashion, OK 73016
Case No.: 15-11580
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Judge: Hon. Janice D. Loyd
Debtor's Counsel: Clifton Gooding, Esq.
THE GOODING LAW FIRM, P.C.
650 City Place Building
204 N Robinson Avenue
Oklahoma City, OK 73102
Tel: (405) 948-1978
Fax: 405.948.0864
Email: cgooding@goodingfirm.com
Total Assets: $3.4 million
Total Liabilities: $3.5 million
The petition was signed by Brian Smith, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okwb15-11580.pdf
FIBERTECH NETWORKS: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Rochester, N.Y.-based Fibertech Networks LLC, including its 'B+'
corporate credit rating, on CreditWatch with negative implications.
"The CreditWatch placement follows the announcement that Fibertech
has entered into a definitive agreement to merge with Lightower in
an all-cash transaction valued at $1.9 billion," said Standard &
Poor's credit analyst Michael Altberg.
Terms of the transaction, including the portion that will be funded
through equity contributions from Lightower's existing sponsors,
are unclear. Based on S&P's preliminary estimates, it believes
that pro forma leverage at the combined entity will be elevated,
potentially above 7x. This compares to adjusted leverage of about
3.9x at Fibertech as of Dec. 31, 2014.
S&P expects all existing debt at Fibertech will be repaid upon the
completion of the transaction. As a result, S&P would likely lower
the corporate credit rating by one notch and then subsequently
withdraw all ratings on Fibertech.
The CreditWatch listing reflects the potential for a one-notch
downgrade prior to the withdrawal of S&P's ratings on Fibertech.
Upon the close of the transaction, assuming all debt is repaid at
Fibertech, S&P would withdraw all ratings on the company.
FISHER ISLAND: Status Conference Hearing Moved to June 11
---------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida will continue the status conference in
the Chapter 11 case of Fisher Island Investments Inc. and its
debtor-affiliates to June 11, 2015, at 3:00 p.m. The status
conference will be held at the United States Bankruptcy Court, C.
Clyde Atkins U.S. Courthouse, 301 North Miami Avenue, Courtroom 7
in Miami, Florida. At the conference, the Court will consider the
petitioning creditor's motion to withdraw petitions and dismiss the
Debtors' involuntary bankruptcy case.
The hearing was originally set for April 9, 2015.
About Fisher Island Investments
Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.
On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol
presides over the case. The case was previously assigned to Judge
Laurel M. Isicoff.
Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.
John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.
FL 6801: Plan Filing Exclusivity Expires Today
----------------------------------------------
U.S. Bankruptcy Judge Shelley C. Chapman previously entered an
order extending FL 6801 Spirits LLC, et al.'s exclusive periods to
file a Chapter 11 plan until April 30, 2015, and solicit
acceptances for that plan until June 30, 2015.
About FL 6801
FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach. The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.
FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury
full-service, ocean front condominium hotel located at the site of
the old Carillon Hotel in Miami Beach, Florida. The current
operator of the hotel, Canyon Ranch Living, is not a debtor, and
operations at the property are expected to continue without
interruption.
FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).
FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
Petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S.
history. Lehman's Chapter 11 plan became effective on March 6,
2012.
The Associations are represented by Alan F. Kaufman, Esq., at
Hinshaw & Culbertson LLP; and Charles M. Tatelbaum, Esq., at Tripp
Scott PA.
GARRETSON'S MACHINE: Case Summary & 3 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Garretson's Machine and Fabrication, Inc.
P. O. Box 485
Stollings, WV 25646
Case No.: 15-20233
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Southern District of West Virginia (Charleston)
Judge: Hon. Ronald G. Pearson
Debtor's Counsel: Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
P.O. Box 4427
Charleston, WV 25364-4427
Tel: 304-925-2100
Fax: (304) 925-2193
Email: joecaldwell@frontier.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Keith G. Garretson, Jr., president.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/wvsb15-20233.pdf
GENERAL MOTORS: Blasts Watchdog's Effort to Snag Bailout Emails
---------------------------------------------------------------
Law360 reported that General Motors Co. and the U.S. Treasury told
a D.C. federal court a private watchdog group's Freedom of
Information Act suit seeking emails on the government's 2009
bailout negotiations with automakers must be shut down, saying
allegedly damning new information on the negotiations produced by
the group is tangential and adds nothing to their argument.
According to the report, the automotive giant and the Treasury
countered the Center for Auto Safety's January summary judgment
motion with their own, combined request for closure, saying they've
already fully complied with FOIA requirements.
The case is CENTER FOR AUTO SAFETY v. U.S. DEPARTMENT OF TREASURY,
Case No. 1:11-cv-01048 (D.C.).
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. Garden City Group is the claims
and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
* * *
The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'. In addition, Fitch has
affirmed GM Holdings' secured revolving credit facility rating at
'BBB-' and GM's senior unsecured notes rating at 'BB+'. The
Rating Outlook for GM and GM Holdings is Positive.
GENERAL MOTORS: Ignition Switch Death Claims Rises to 84
--------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
the number of eligible deaths linked to the General Motors Co.
faulty ignition switch rose to 84 on April 13 as the number of
claims still under review continued to decline.
According to the report, the auto maker's compensation fund,
operated by Washington, D.C. attorneys Kenneth Feinberg and Camille
Biros, confirmed the number of eligible death claims climbed by
four people compared with the week prior to April 13. Meanwhile,
the number of confirmed injury claims rose to 157 people from 148,
the Journal said.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. Garden City Group is the claims
and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
* * *
The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'. In addition, Fitch has
affirmed GM Holdings' secured revolving credit facility rating at
'BBB-' and GM's senior unsecured notes rating at 'BB+'. The
Rating Outlook for GM and GM Holdings is Positive.
GETTY PETROLEUM: Getty Realty Receives Two Payments From Trust
--------------------------------------------------------------
Getty Realty Corp. on April 27 disclosed that it received two
payments from the Getty Petroleum Marketing Liquidating Trust.
On March 3, 2015, the Company entered into a settlement agreement
with the Liquidating Trustee of the Marketing Estate to resolve
claims asserted by the Company in Marketing's bankruptcy case. The
Settlement Agreement was approved by an order of the U.S.
Bankruptcy Court, and, on April 22, 2015, the Company received an
interim distribution from the Marketing Estate of $6.8 million on
account of the Company's general unsecured claims. The Company
expects to receive additional distributions from the Marketing
Estate during 2015 on account of its general unsecured claims,
however, the Company cannot provide any assurance as to the timing
or the total amount of such future distributions.
The Settlement Agreement also resolved a dispute relating to the
balance of payment due to the Company pursuant to the Company's
agreement to fund the lawsuit that was brought by the Liquidating
Trustee against Lukoil Americas Corporation and related entities
and individuals for the benefit of Marketing's creditors. As a
result, on April 22, 2015, the Company also received an additional
distribution of approximately $0.6 million from the Marketing
Estate in full resolution of the funding agreement dispute.
About Getty Realty Corp.
Getty Realty Corp. is the leading publicly traded real estate
investment trust in the United States specializing in ownership,
leasing and financing of convenience store/gas station properties.
The Company owns and leases approximately 860 properties
nationwide.
About Getty Petroleum
A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through a
network of gas stations. Getty Petroleum had more than 800 gas
stations in the Mid-Atlantic states. After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.
Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on Dec.
5, 2011. Judge Shelley C. Chapman presides over the case. Getty
Petroleum disclosed $46.6 million in assets and $316.8 million in
liabilities as of the Petition Date.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel. Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors. The Official
Committee of Unsecured Creditors is represented by Wilmer Cutler
Pickering Hale and Dorr LLP. Alvarez & Marsal North America, LLC,
serves as the Committee's financial advisors.
The TCR on Aug. 30, 2012, reported that Getty Petroleum's
creditors' committee revised the liquidating Chapter 11 plan twice
and won approval from the bankruptcy judge in an Aug. 24, 2012
confirmation order. Confirming the plan required the use of the
cramdown procedure because only 40% of $240 million in unsecured
claims voted in favor.
GRIMM BROTHERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Grimm Brothers Realty Co.
837 Swede Street
Norristown, PA 19401
Case No.: 15-12921
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Magdeline D. Coleman
Debtor's Counsel: Dimitri L. Karapelou, Esq.
LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
Two Penn Center
1500 JFK Boulevard, Suite 920
Philadelphia, Pa 19102
Tel: 215 - 391 - 4312
Fax: 215-701-8707
Email: dkarapelou@karapeloulaw.com
- and -
Rebecca K. McDowell, Esq.
LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
Two Penn Center
1500 JFK Boulevard, Suite 920
Philadelphia, PA 19102
Tel: 215-391-4313
Fax: 215-701-8707
Email: rmcdowell@karapeloulaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Gary R. Grimm, operations manager.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
HEALTHWAREHOUSE.COM INC: To Issue 6MM Shares Under Incentive Plan
-----------------------------------------------------------------
HealthWarehouse.com, Inc., filed with the Securities and Exchange
Commission a Form S-8 registration statement to register 6,000,000
shares of common stock issuable under the Company's 2014 Stock
Equity Plan. The proposed maximum aggregate offering price is
$960,000. A copy of the prospectus is available for free at:
http://is.gd/IkTpsV
About HealthWarehouse.com
HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter medical products.
Healthwarehouse.com reported a net loss attributable to common
stockholders of $2.08 million on $6.12 million of net sales for the
year ended Dec. 31, 2014, compared with a net loss attributable to
common stockholders of $7.3 million on $10.23 million of net sales
in 2013.
As of Dec. 31, 2014, the Company had $1.66 million in total assets,
$5.28 million in total liabilities, and a $3.62 million total
stockholders' deficiency.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Bankruptcy Warning
"The Company recognizes it will need to raise additional capital in
order to fund operations, meet its payment obligations and execute
its business plan. There is no assurance that additional financing
will be available when needed or that management will be able to
obtain financing on terms acceptable to the Company and whether the
Company will become profitable and generate positive operating cash
flow. If the Company is unable to raise sufficient additional
funds, it will have to develop and implement a plan to further
extend payables, attempt to extend note repayments, attempt to
negotiate the preferred stock redemption and reduce overhead until
sufficient additional capital is raised to support further
operations. There can be no assurance that such a plan will be
successful. If the Company is unable to obtain financing on a
timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company said in its annual report for
the year ended Dec. 31, 2014.
HIGHLAND ORGANIZATION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Highland Organization Corp.
435-23 Brook Avenue
Deer Park, NY 11729
Case No.: 15-71781
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Elizabeth M Aboulafia, Esq.
CULLEN & DYKMAN LLP
100 Quentin Roosevelt Blvd
Garden City, NY 11530
Tel: 516-357-3700
Fax: 516-357-3792
Email: eaboulafia@cullenanddykman.com
- and -
C. Nathan Dee, Esq.
CULLEN & DYKMAN, LLP
100 Quentin Rooselvelt Blvd
Garden City, NY 11530
Tel: 516-724-3817
Fax: 516-357-3792
Email: ndee@cullenanddykman.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Marc Piacenti, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb15-71781.pdf
HOUGHTON MIFFLIN: Moody's Rates New $500MM Term Loan Due 2021 'B1'
------------------------------------------------------------------
On April 24, 2015, Houghton Mifflin Harcourt Publishers Inc.
announced the acquisition of Scholastic Inc.'s Educational
Technology and Services division ("EdTech") for $575 million.
EdTech provides intervention curriculum technology products and
services to schools and districts throughout the United States. The
acquisition and refinancing of the existing term loan ($180 million
outstanding) will be funded with proceeds from a new $500 million
term loan and $275 million of balance sheet cash. The company also
announced a $100 million increase in its share buyback program.
Moody's assigned B1 to HMH's proposed Senior Secured Term Loan B
and affirmed the company's B1 Corporate Family Rating and B1-PD
Probability of Default rating. Moody's also affirmed the SGL-1
liquidity rating and the outlook is stable.
Issuer: Houghton Mifflin Harcourt Publishers Inc.
Assigned:
-- NEW $500 Million Senior Secured Term Loan B due 2021:
Assigned B1, LGD4
Affirmed:
-- Corporate Family Rating: Affirmed B1
-- Probability of Default Rating: Affirmed B1-PD
-- Speculative Grade Liquidity Rating: Affirmed SGL-1
Outlook:
Issuer: Houghton Mifflin Harcourt Publishers Inc.
-- Outlook is stable
To Be Withdrawn:
-- $250 Million Senior Secured Term Loan due 2018: To be
withdrawn B1, LGD4
The planned purchase of the assets of EdTech represents the first
sizable debt financed acquisition by HMH since emerging from
Chapter 11 protection in 2012. The intervention products and
services of EdTech target struggling students and complement HMH's
existing products and services positioning the company as a leader
in the intervention market. Pro forma for the transaction and
potential share repurchases, Moody's expects operating performance
and credit metrics to remain within the company's B1 CFR, despite
the increase in funded debt and leverage. Adjusting for changes in
deferred revenue, debt-to-cash EBITDA remains acceptable at 2.0x or
better in 2015 (including Moody's standard adjustments and cash
pre-publication costs as a reduction in EBITDA, or 3.7x reported
leverage) pro forma for the acquisition, compared to actual 1.2x
debt-to-cash EBITDA for HMH at December 31, 2014 (or 2.7x reported
leverage). Moody's anticipates the company's debt-to-cash EBITDA
will remain in the low 2.0x range or better (including Moody's
standard adjustments, changes in deferred revenue, and cash
pre-publication costs as a reduction in EBITDA) despite fewer
large-state and local adoptions anticipated in 2015. Looking
forward, Moody's expects reported revenue over the next 12 months
will grow in the low single digit percentage range, with margin
pressure resulting from fewer large-state adoptions expected to
take place prior to 2017 and a shift in revenue mix towards lower
margin services. Free cash flow-to-debt is expected to remain above
20% allowing some flexibility to invest organically in growth or
through acquisitions to sustain the company's market position.
Moody's notes that since emerging from bankruptcy the company has
been successful in assimilating tuck-in acquisitions; however, the
planned purchase of EdTech represents the company's first sizeable
acquisition and elevates operating risk related to assimilating
operations and realizing planned synergies. Liquidity is expected
to remain strong with good levels of balance sheet cash and no
significant advances under the revolver facility.
The stable rating outlook reflects Moody's expectation for low
single digit percentage growth in reported revenue over the next 12
months with billings and deferred revenue remaining above initial
expectations but falling below 2014 levels reflecting fewer
adoptions. Moody's expects the company to generate good free cash
flow of more than 20% of debt balances in 2015. The outlook also
incorporates solid liquidity, despite the likelihood of additional
distributions, which should support investments in organic growth
and tuck-in acquisitions over the next 12 months as HMH executes
its strategic initiatives. The outlook does not include debt funded
distributions or another sizable acquisition. Ratings could be
downgraded if investment spending or operating weakness leads to
free cash flow-to-debt being sustained below 7% (including Moody's
standard adjustments). Market share erosion, extended delays in
local or state spending on education materials, or debt financed
acquisitions or shareholder distributions resulting in
debt-to-EBITDA being sustained above 2.50x (including Moody's
standard adjustments, changes in deferred revenue, and cash
pre-publication costs as a reduction in EBITDA) could also result
in a downgrade. A deterioration of liquidity would reduce the
company's flexibility to invest and execute its growth initiatives
and could lead to downward rating pressure. Ratings could be
upgraded if Moody's believes the company is making good progress
with the integration of the EdTech acquisition, and we expect
operating performance will remain stable reflecting consistent
demand for K-12 education materials and greater revenue
diversification with less reliance on state and local budgets. HMH
would need to maintain its market share and continue to generate
free cash flow exceeding 20% of debt. The company would also need
to maintain a solid liquidity position to deal with seasonal
working capital swings and acquisitions to be considered for an
upgrade. Finally, Moody's would need to be assured that management
will adhere to operating and financial policies that are consistent
with a higher rating including acceptable leverage and prudent
levels of shareholder distributions.
The principal methodology used in these ratings was Global
Publishing 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.
Houghton Mifflin Harcourt Company, headquartered in Boston, MA, is
one of the three largest U.S. education publishers focusing on the
K-12 market with an estimated $1.6 billion of reported revenue for
the 12 months ended December 31, 2014 pro forma for the planned
EdTech acquisition. Houghton Mifflin Harcourt Company is the
ultimate parent of Houghton Mifflin Harcourt Publishers, Inc.
(HMH), which is a joint and several co-borrower of the rated debt
along with Houghton Mifflin Harcourt Publishing Company and HMH
Publishers LLC. The two largest shareholders are Paulson & Co. and
Anchorage Capital with a combined 37% ownership of the company;
Lazard Asset Management, Blackrock, and Avenue Capital each hold 5%
- 8%, with the remainder being widely held.
HOUGHTON MIFFLIN: S&P Assigns 'B+' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Boston-based Houghton Mifflin Harcourt
Co. (HMH). The outlook is stable.
At the same time, S&P assigned its 'BB' issue-level rating to the
company's planned $500 million senior secured term loan with a
recovery rating of '1', indicating S&P's expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default.
"Our corporate credit rating on HMH reflects our assessment of the
company's well-recognized brands, its leading position, yet narrow
product focus, in the el-hi print and digital educational
publishing market, and the industry's reliance on state and local
government funding," said Standard & Poor's credit analyst Thomas
Hartman.
"The rating also reflects our view of the company's good free
operating cash flow generation and payback credit metrics, and our
expectation that leverage will remain below 5x; however, we view
HMH as having an aggressive financial policy," he added.
The stable outlook reflects S&P's expectation that the company will
continue to maintain significant market share in the 40% range in
the U.S. el-hi education publishing market, and incorporates S&P's
view that leverage could increase to the 4x to 5x area from
debt-financed acquisitions. If leverage were to rise to the 4x to
5x range, S&P would likely revise its financial risk profile
assessment on HMH to "aggressive" from "significant" and revise
S&P's financial policy score to "neutral" from "negative."
S&P could lower the rating if operating performance suffers, and it
expects leverage to increase and remain above 5x. In this
scenario, the company would likely lose market share to competitors
through the adoption cycle, or the company's ability to grow within
the intervention and pre-K markets is slower than expected. S&P
could also lower the rating if it expects the company to increase
and maintain leverage above 5x through debt-financed acquisitions
or dividends.
S&P could raise the rating if the company maintains or grows its
market share while diversifying revenue to be less dependent on
state and local government funding, and EBITDA margins increase
above 15%. S&P would also consider raising the rating if it
believes that HMH's financial policy is less aggressive than
expected and the company commits to leverage between 3x and 4x.
IGATE CORP: Moody's Puts 'Ba3' CFR on Review for Upgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of IGATE Corporation,
including the Ba3 corporate family rating and B1 senior unsecured
notes rating, under review for upgrade following the announcement
that Capgemini has entered into a definitive agreement to acquire
iGATE for $4 billion.
The merger has been approved by IGATE shareholders representing
about 54% of the capital. The transaction, which is subject to
customary closing conditions and regulatory approvals, is expected
to close in the second half of 2015.
Moody's review will assess Capgemini's final plans to assume or
refinance IGATE's $325 million of 4.75% Senior Notes due April 15,
2019. While the Senior Notes contain a change in control provision
whereby IGATE must offer to repurchase at 101% of the principal
amount (plus any accrued and unpaid interest), certain debt holders
may choose not to redeem. However, at any time on or after April
15, 2016, iGATE may redeem the Senior Notes at a specified
redemption price (e.g., 102.38% on April 15, 2016 with lower prices
each year thereafter).
Assuming that a portion of IGATE's unsecured notes remains
outstanding upon the close, the new rating would depend on whether
Capgemini guarantees the notes and the credit profile of the
acquirer at the time the guarantee is issued. Even without the
guarantee, IGATE will likely benefit from implicit credit support
from Capgemini, a larger company with greater financial resources
and business diversity. IGATE ratings would be withdrawn if its
debt is repaid or refinanced at transaction close.
Ratings placed on review for upgrade:
-- Corporate Family Rating -- Ba3
-- Probability of Default Rating -- Ba3-PD
-- Senior Unsecured Notes -- B1
The principal methodology used in these ratings was the 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.
IGATE Corporation (NASDAQ: IGTE), is a global outsourcing provider
of information technology (IT) services and solutions with a
significant offshore delivery model in India.
IKARIA INC: S&P Withdraws Ratings Following Redemption
------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Ikaria Inc.
to 'BB-' from 'B-'. The outlook is stable.
S&P subsequently withdrew the rating following Ikaria's acquisition
by Mallinckrodt PLC (BB-/Stable/--). All issue-level ratings were
withdrawn following redemption.
INDEPENDENCE BANCSHARES: Reports $6.5-Mil. Net Loss in 2014
-----------------------------------------------------------
Independence Bancshares, 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.
Dale Matheson Carr-Hilton Labonte LLP expressed substantial doubt
about the Company's ability to continue as a going concern citing
that the Company has reported losses from operations during 2014
and 2013, primarily due to expenses incurred related to the
transaction services segment. As a result, the Company's total
liabilities independent of those held by its subsidiary,
Independence National Bank, totaled $3.1 million which were in
excess of its total assets independent of those held by its
subsidiary and its investment in its subsidiary which totaled $2.0
million.
The Company reported a net loss of $6.5 million on $3.39 million in
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $6.03 million on $3.48 million of revenues in the same period
last year.
The Company's balance sheet at Dec. 31, 2014, showed $101 million
in total assets, $91.3 million in total liabilities, and
stockholders' equity of $9.41 million.
A copy of the Form 10-K is available at:
http://is.gd/WPOKWx
Independence Bancshares, Inc., headquartered in Greenville, S.C.,
is a South Carolina corporation organized to operate as a bank
holding company pursuant to the Federal Bank Holding Company Act
of 1956 and the South Carolina Banking and Branching Efficiency
Act of 1996, and to own and control all of the capital stock of
Independence National Bank. The Bank provides community banking
services to consumers and small- to mid-size businesses,
principally in Greenville County, South Carolina. The Bank opened
for business on May 16, 2005.
IPC INTERNATIONAL: Files Chapter 11 Plan of Liquidation
-------------------------------------------------------
IPC International Corporation and The Security Network Holdings
Corporation filed with the U.S. Bankruptcy Court for the District
of Delaware a Chapter 11 joint plan of liquidation impairing
holders of allowed general unsecured claims.
To recall, the Debtors sold substantially all of its assets to
Universal Protection Services for $25,400,000. Amendments to the
asset purchase agreement between the Debtors and UPS provide for a
$1 million holdback to protect the purchaser against the risk of
diversion of JLL business away from the purchaser and another
holdback in the amount of $1.8 million on account of the Debtors'
former customers who had failed to sign an amendment to their
service agreements with the purchaser.
The Debtors propose the following confirmation timetable:
Solicitation Procedures
Objection Deadline May 21, 2015
Solicitation Procedures
Hearing May 28, 2015
Voting Record Date May 28, 2015
Deadline for Voting on the Plan July 3, 2015
Deadline to Object to
Disclosure Statement and/or
Plan July 3, 2015
Deadline for replies to Disclosure
Statement and confirmation
objections July 8, 2015
Combined Confirmation Hearing July 10, 2015
A full-text copy of the Disclosure Statement dated April 28, 2015,
is available at http://bankrupt.com/misc/IPCds0428.pdf
About IPC International
Based in Bannockburn, Illinois, IPC International Corp., a
provider of security services for 350 shopping malls, filed a
petition for Chapter 11 protection (Bankr. D. Del. Case No.
13-12050) on Aug. 9, 2013, in Delaware after signing a contract
for Universal Protection Services LLC to buy the business, subject
to higher and better offers at an auction. Bankruptcy was the
result of losses on a U.K. affiliate that was sold, as well as
competition and the cost of liability insurance.
Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter
Anderson & Corroon, LLP, serves as local counsel. Paul V.
Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose,
LLP, serve as the Debtor's general bankruptcy counsel. Silverman
Consulting, LLC, acts as the Debtor's financial advisor and
Livingstone Partners, LLP, serves as the Debtor's investment
banker. KCC is the Debtor's noticing, claims and balloting agent.
Judge Mary F. Walrath presides over the case.
The Debtor disclosed $21,959,100 in assets and $31,056,575 in
liabilities as of the Chapter 11 filing. Liabilities include $6.9
million on a revolving credit and $10.4 million on term loans
owing to PrivateBank & Trust Co., as agent.
PrivateBank also provided a $12 million loan to finance the
Chapter 11 case. The DIP loan required quick sale.
A three-member panel has been appointed as the official unsecured
creditors committee in the case. The panel consists of Weinberg,
Wheeler, Hudgins, Gunn & Dial, LLC; Mary Carmona-Rousse; and Drew
Eckl & Farnham, LLP.
In October 2013, IPC International won authorization to sell the
business for $25.4 million to Universal Protection Services.
Allied Security Holdings LLC, a competing bidder, forced Universal
to raise the offer at an auction early in October. Universal
initially offered $21.3 million plus assumption of specified
liabilities.
KA HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: KA Holdings LLC
1020 Horsham Road
North Wales, PA 19454
Case No.: 15-12940
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Ashely M. Chan
Debtor's Counsel: Paul Brinton Maschmeyer, Esq.
MASCHMEYER KARALIS P.C.
1900 Spruce Street
Philadelphia, PA 19103
Tel: (215) 546-4500
Email: pmaschmeyer@cmklaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dwight Wilkinson, managing member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
KAY BEE KAY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kay Bee Kay Properties, LLC
1487 Hubbard
Detroit, MI 48209
Case No.: 15-46666
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Thomas J. Tucker
Debtor's Counsel: Geoffrey T. Pavlic, Esq.
STEINBERG SHAPIRO & CLARK
25925 Telegraph Rd., Suite 203
Southfield, MI 48033-2518
Tel: (248) 352-4700
Fax: (248) 352-4488
Email: pavlic@steinbergshapiro.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Keith B. Kramer, manager/member.
A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb15-46666.pdf
KIOR INC: DIP Lenders Limit Loan, Plan Milestones
-------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware approved the first amendment to the
debtor-in-possession credit agreement between KiOR Inc. and
Pasadena Investments LLC, as administrative agent for a consortium
of lenders, on the interim basis through and including April 30,
2015, with these exceptions:
a) no additional borrowing is authorized beyond $15 million
previously authorized pursuant to the final DIP order, and
b) the milestones set forth in the DIP agreement for entry of a
confirmation order and the effective date of a Chapter 11 plan are
not extended beyond April 30, 2015, subject to further order of the
Court.
About KiOR Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic
biomass.
KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities. KiOR Columbus did not
seek bankruptcy protection.
The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is
the
Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a
consortium
of lenders, committed to provide up to $15 million in postpetition
financing. The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.
* * *
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on June 3, 2015, at
10:00 a.m. (EDT), to consider confirmation of Kior's
reorganization
plan. Judge Sontchi approved the disclosure statement explaining
the Plan on April 9.
The Plan provides for secured lenders including Sun Microsystems
founder Vinod Khosla's Khosla Ventures III LP to own the
reorganized business in exchange for $29 million in bankruptcy
financing and some of the secured debt they hold. Unsecured
creditors will split the $100,000 to be provided to a liquidating
trust. Continuing suppliers will receive 50 percent.
KIOR INC: Exclusive Solicitation Period Extended to June 8
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended Kior Inc.'s exclusive period for
soliciting votes to the plan through and including June 8, 2015.
According to the Debtor's counsel, Amanda R. Steele, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, the
Debtor's current exclusive solicitation period expires on May 8.
The Debtor, Ms. Steele says, needs a short 30-day extension of the
180-day exclusive period to obtain acceptance of the Plan and to
permit the Court's consideration of Plan confirmation.
About KiOR Inc.
KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively. KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V. KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food
cellulosic
biomass.
KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities. KiOR Columbus did not
seek bankruptcy protection.
The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.
The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware. The Debtor's financial
advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the
Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is
the
Debtor's claims and noticing agent.
Pasadena Investments, LLC, as administrative agent for a
consortium
of lenders, committed to provide up to $15 million in postpetition
financing. The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.
* * *
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on June 3, 2015, at
10:00 a.m. (EDT), to consider confirmation of Kior's
reorganization
plan. Judge Sontchi approved the disclosure statement explaining
the Plan on April 9.
The Plan provides for secured lenders including Sun Microsystems
founder Vinod Khosla's Khosla Ventures III LP to own the
reorganized business in exchange for $29 million in bankruptcy
financing and some of the secured debt they hold. Unsecured
creditors will split the $100,000 to be provided to a liquidating
trust. Continuing suppliers will receive 50 percent.
LEE STEEL: Has Interim Authority to Pay $1.1M to Critical Vendors
-----------------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, authorized Lee Steel
Corporation, et al., to pay critical vendor claims in an aggregate
amount not to exceed $1.1 million.
The Debtors are authorized, but not directed, to undertake
appropriate efforts to cause Critical Vendors to enter into a Trade
Agreement with the Debtors as a condition of payment of each such
Critical Vendor’s Critical Vendor Claims.
About Lee Steel
Lee Steel Corp. is in the business of providing a full range of
flat rolled steel, including hot rolled steel, cold rolled steel,
and exposed coated products for automotive and other manufacturing
industries. Lee Steel operates from special purpose facilities
located in Romulus, Michigan and Wyoming, Michigan. The corporate
headquarter are located in Novi, Michigan.
On April 13, 2015, Lee Steel and 2 affiliated companies -- Taylor
Industrial Properties, L.L.C., and 4L Ventures, LLC -- each filed a
Chapter 11 bankruptcy petition in Detroit, Michigan (Bankr. D.
Del.). The cases have been assigned to Judge Marci B McIvor. The
Debtors are seeking to have their cases jointly administered for
procedural purposes, with all pleadings to be maintained on the
case docket at Case No. 15-45784.
The Debtors have tapped McDonald Hopkins PLC as counsel; Huron
Business Advisory, as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.
Lee Steel estimated $10 million to $50 million in assets and $50
million to $100 million in debt as of the bankruptcy filing.
The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.
LEE STEEL: U.S. Trustee Forms Creditor's Committee
--------------------------------------------------
The U.S. Trustee for Region 9 appointed three creditors of Lee
Steel Corp. to serve on the official committee of unsecured
creditors:
(1) Scott Davidson
Nippon Steel & Sumkin Bussan Americas, Inc.
8600 W. Bryn Mawr Ave., Ste. 580N
Chicago, IL 60631
Phone: 412-448-6211
Fax: 773-714-1652
Email: sdavidson@nssb-us.com
(2) Kathy Longo
NLMK Pennsylvania, LLC
15 Roemer Blvd.
Farrell, PA 16121
Phone: 724-983-6464 Ext. 1547
Fax: 724-342-6573
Email: Klongo@us.nlmk.com
(3) Aaron Evans
Essar Steel Algoma Inc.
105 West Street
Sault Ste. Marie, Ontario
Canada P6A7B4
Phone: 705-945-2400
Fax: 705-945-2412
Email: Aaron.Evans@essar.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Lee Steel
Lee Steel Corp. is in the business of providing a full range of
flat rolled steel, including hot rolled steel, cold rolled steel,
and exposed coated products for automotive and other manufacturing
industries. Lee Steel operates from special purpose facilities
located in Romulus, Michigan and Wyoming, Michigan. The corporate
headquarter are located in Novi, Michigan.
On April 13, 2015, Lee Steel and 2 affiliated companies -- Taylor
Industrial Properties, L.L.C., and 4L Ventures, LLC -- each filed a
Chapter 11 bankruptcy petition in Detroit, Michigan (Bankr. D.
Del.). The cases have been assigned to Judge Marci B McIvor. The
Debtors are seeking to have their cases jointly administered for
procedural purposes, with all pleadings to be maintained on the
case docket at Case No. 15-45784.
The Debtors have tapped McDonald Hopkins PLC as counsel; Huron
Business Advisory, as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.
Lee Steel estimated $10 million to $50 million in assets and $50
million to $100 million in debt as of the bankruptcy filing.
The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.
LIFESTYLE LIFT: Ch. 11 Trustee, Patient Care Ombudsman Appointed
----------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that a
Detroit bankruptcy judge appointed Basil Simon as Chapter 11
trustee to wind down Lifestyle Lift and appointed Deborah Fish as
patient care ombudsman to ensure patient files are safeguarded and
privacy issues are addressed.
According to the report, Mr. Basil said that if he can't find a
buyer willing to buy the name and relaunch offices, he'll sell the
company's remaining equipment and intellectual property piecemeal.
Lifestyle Lift Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on March 27, 2015 (Bankr.
E.D. Mich., Case No. 15-44839). The cases are assigned to Judge
Walter Shapero and Judge Thomas J. Tucker.
The Debtors are represented by Jeffrey H. Bigelman, Esq., and
William C. Blasses, Esq., at Osipov Bigelman, P.C.
LOUDOUN HEIGHTS: Application to Hire Jones Bane as Manager Denied
-----------------------------------------------------------------
The Bankruptcy Court denied Loudoun Heights, LLC's application to
compensate and employ Joe Bane as manager.
Parties-in-interest objected to the Debtor's motion to employ Mr.
Bane.
Judy A. Robbins, the U.S. Trustee for Region 4, said that the terms
of the employment conflict with the terms of the approved plan. On
Oct. 29, 2014 the Court entered an order confirming the Debtor's
chapter 11 plan that provided that a 313-acre property held by the
Debtor would be sold or donated and estimated that the cash from
the sale (or tax credits if donated) would bring between $500,000
and $700,000 into the bankruptcy estate and will be available to
the unsecured creditors.
The Robert and Dee Leggett Foundation, a member of the Debtor, in
its objection, stated that the Bane application must be denied for
numerous reasons, including:
1. Mr. Bane owns a majority interest in Little Piney Run
Estates, LLC, which in turn owns 93% of the Debtor. In addition to
being an equity holder, he is also the manager of, and as such the
person in control of, the Debtor, and therefore an "insider' under
Section 101(31).
2. The Bane application is untimely.
3. The Bane application violates Section 1129(a)(4). Section
1129(a)(4) requires that any payments made by the debtor for
services rendered in the case must be approved by the Court.
As reported in the Troubled Company Reporter on April 17, 2015, the
Debtor is asking approval to tap Mr. Bane to manage multiple
limited liability companies, develop and sold multiple properties
in Loudoun County, and create conservation easements.
The Debtor added it filed an amended motion on Feb. 16, 2015,
requesting that the Court grant the authority sell substantially
all of its assets other than in the ordinary course of business,
free and clear of liens, claims, encumbrances, and other interests.
The Debtor noted it requires the services of the manager to
properly manage its business.
The Debtor assured the Court Mr. Bane is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
About Loudoun Heights
Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total
assets of $13.1 million and total debt of $4.84 million. The
petition was signed by Joe Bane as sole manager. Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel. Judge Brian F. Kenney presides over the case.
As reported in the Troubled Company Reporter on April 22, 2014, the
Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization. According to the
disclosure statement, all classes of creditors will be paid in
full. The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured and
general unsecured creditors, and court-approved professionals. The
Debtor expects $4.37 million to $9.92 million in revenue from the
sale of all assets.
LOUDOUN HEIGHTS: Withdraws Application to Employ Auction Markets
----------------------------------------------------------------
Loudoun Heights, LLC, notified the U.S. Bankruptcy Court that it
has withdrawn the application to employ Auction Markets, LLC, as
auctioneer. The Debtor had sought authorization to employ Auction
Markets, LLC to provide auctioneer services to sell the Debtor's
313-acre property.
About Loudoun Heights
Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total
assets of $13.1 million and total debt of $4.84 million. The
petition was signed by Joe Bane as sole manager. Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel. Judge Brian F. Kenney presides over the case.
As reported in the Troubled Company Reporter on April 22, 2014, the
Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization. According to the
disclosure statement, all classes of creditors will be paid in
full. The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured and
general unsecured creditors, and court-approved professionals. The
Debtor expects $4.37 million to $9.92 million in revenue from the
sale of all assets.
LOUDOUN HEIGHTS: Withdraws Motion to Sell Substantialy All Assets
-----------------------------------------------------------------
Loudoun Heights, LLC, notified the U.S. Bankruptcy Court that it
has withdrawn the motion to sell substantially all of its assets
other than in the ordinary course of business. The Debtor had
asked the Court for authorization to sell its 313-acre real estate
property in Loudoun County, Virginia. In the motion, the Debtor
said it intends sell its 313-acre parcel and the 60-foot wide
private access easement at a public auction to be conducted by
Auction Markets, LLC.
About Loudoun Heights
Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total
assets of $13.1 million and total debt of $4.84 million. The
petition was signed by Joe Bane as sole manager. Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel. Judge Brian F. Kenney presides over the case.
As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization. According to the
disclosure statement, all classes of creditors will be paid in
full. The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.
LSB INDUSTRIES: Moody's Alters Outlook to Neg & Affirms Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings on LSB Industries,
Inc. including the Ba3 Corporate Family Rating, and revised the
rating outlook to negative from stable. The outlook revision
follows the company's announcement yesterday that it had reached an
agreement with Starboard Value LP to avoid a proxy fight. In
Moody's opinion this agreement, which makes further significant
changes to the Board, makes it more likely that LSB will split its
Chemicals and Climate Control businesses, and explore a master
limited partnership for its chemicals business in 2016.
"In our opinion, the announced changes to the Board make it much
more likely that the company will undertake the separation of the
Climate Control business and potentially place some of its
Chemicals assets into an MLP in 2016," said Lori Harris, Assistant
Vice President and lead analyst for LSB Industries, Inc. "LSB's
Board now has 13 members of whom 11 are independent and 9 have been
appointed in the last 24 months; while some of these changes are
clearly positive, many do not have plant level manufacturing
experience, which is an area where the company has struggled over
the past several years."
Issuer: LSB Industries, Inc
Ratings affirmed:
-- Corporate Family Rating - Ba3
-- Probability of Default Rating - Ba3-PD
-- Speculative Grade Liquidity Rating - SGL-2
-- $425mm Guaranteed senior unsecured notes due 2019 - Ba3
(LGD4, 59%)
-- Outlook: Negative from Stable
The Ba3 CFR is constrained by modest size relative to rated peers
in the chemical industry, limited product diversity, exposure to
cyclical end markets, recent history of operational problems, and
resultant weak credit metrics. An advantaged feedstock position in
the Chemicals segment (as US natural gas prices are expected to
remain low for an extended period), anticipated benefits of
upcoming capital projects, earnings diversity provided by the
Climate Control segment, modest operational diversity, and good
liquidity support the rating.
Moody's has maintained the Ba3 CFR despite an extended period with
credit metrics outside the normal boundaries for the rating --
including financial leverage in the mid 5 times (Debt/EBITDA).
LSB's financial performance has been significantly below optimal
levels due to ongoing operational problems in its Chemicals segment
dating back to 2012. LSB also raised debt to pre-fund capital
projects that will back-integrate its El Dorado plant into ammonia
and return capacity to nameplate levels, which should improve its
profitability meaningfully. Significant balance sheet cash provides
a degree of comfort in the company's ability to complete these
projects despite concerns over recurring operational problems at
the Cherokee and Pryor facilities, and the capital project at El
Dorado. Moody's believes that this will result in meaningful
improvement in credit metrics including leverage below 4 times and
retained cash flow above 15% (RCF/Debt) by early 2016, metrics
considered much more appropriate for the Ba3 CFR considering the
company's current business profile. LSB had also committed
previously to reducing debt after completing the El Dorado
projects.
However, significant changes to LSB's board for the second year in
a row and the reiteration of a plan to separate the Climate Control
business, and a potential MLP for the Chemicals business raise the
likelihood of a credit negative event within the next 18 months.
While the proposed separation is consistent with Starboards's
recent demands, it would eliminate the diversification effect of
operating two distinct businesses. The Chemical segment focuses on
fertilizers for agricultural and industrial end markets, whereas
the Climate Control segment focuses on HVAC equipment for
commercial and industrial construction end markets. Climate Control
accounts for about 40% of LSB's revenue, at least one-third of its
EBITDA, and good cash generation. The size of this business also
creates stranded cost issues that could reduce earnings and cash
flow in the near-term and, at worst, lead to further weakening in
credit metrics. In addition, an MLP of the chemicals unit could
also redirect a significant portion of the company's cash flow away
from creditors. These factors led to the revision of the rating
outlook to negative from stable based on an increased likelihood of
a rating downgrade within the next 18 months.
The negative outlook reflects event risk associated with plans to
separate the Climate Control segment and pursue an MLP for the
Chemicals segment. Moody's could stabilize the rating outlook if
the company pays down sufficient debt concurrent with separating
the Climate Control segment and commits to a specific capital
structure for an MLP of the Chemicals asset to reduce adjusted
leverage below 2 times and maintain retained cash flow/debt above
15% . Moody's could downgrade the rating with expectations for
leverage sustained above 4.5 times with the current assets and
organizational structure, sustained above 4 times on a smaller and
more concentrated asset base, retained cash flow to debt below 15%,
or substantive deterioration in the company's liquidity position.
Moody's is unlikely to upgrade the rating until a final decision is
made with regard to the potential MLP and its capital structure.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
MARINA BIOTECH: Presented at "Pitch & Partner"
----------------------------------------------
Michael French, the president and chief executive officer of Marina
Biotech, Inc. presented at the "Pitch & Partner" Session during the
World Orphan Drug Congress - 2015. A copy of the slide deck used
in connection with the presentation is available at:
http://is.gd/hu9Vdd
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
Marina Biotech reported a net loss of $6.47 million on $500,000 of
license and other revenue for the year ended Dec. 31, 2014,
compared to a net loss of $1.57 million on $2.11 million of license
and other revenue in 2013.
As of Dec. 31, 2014, Marina Biotech had $9.21 million in total
assets, $13.58 million in total liabilities, and a $4.37 million
stockholders' deficit.
Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing the Company has suffered
recurring losses from operations, has a significant accumulated
deficit and has been unable to raise sufficient capital to fund its
operations through the end of 2015. This raises substantial doubt
about the Company's ability to continue as a going concern, the
auditors noted.
MEDICURE INC: To Release Q1 Financial Results Today
---------------------------------------------------
Medicure Inc. said it will release financial results for the first
quarter after market close on Wednesday April 29, 2015. Medicure
will hold a conference call regarding the results on Thursday April
30, 2015, at 8:00 am, Central Time. (9:00 am, Eastern Time).
Conference Call Information
Conference call details are as follows:
Topic: Medicure's Q1 Results Call
Date: Thursday, April 30, 2015
Time: 8:00 am, Central Time (9:00 am, Eastern Time)
Canada Toll Free: 1 (866)-215-5508
U.S. Toll Free: 1 (877) 691-2551
Passcode: 39563444
You may request country specific international access info by
emailing the Company in advance at info@medicure.com.
Management will accept and answer questions related to the
financial results and its operations during the Q&A period at the
end of the conference call. A recording of the call will be
available following the event at www.medicure.com.
About Medicure Inc.
Medicure -- http://www.medicure.com/-- is a specialty
pharmaceutical company focused on the development and
commercialization of therapeutics for the U.S. hospital market.
The primary focus of the Company and its subsidiaries is the
marketing and distribution of AGGRASTAT (tirofiban HCl) for non-ST
elevation acute coronary syndrome in the United States, where it is
sold through the Company's U.S. subsidiary, Medicure Pharma, Inc.
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
experienced losses and has accumulated a deficit of C$127 million
since incorporation and has a working capital deficiency of
C$503,000 as at Dec. 31, 2014.
The Company reported net income of C$1.2 million on C$5.26 million
in revenue for the year ended Dec. 31, 2014.
The Company's balance sheet at Dec. 31, 2014, showed C$6.56 million
in total assets, C$10.47 million in total liabilities, and a
stockholders' deficit of C$3.91 million.
MERITAS SCHOOLS: School Sales No Impact on Moody's 'B3' CFR
-----------------------------------------------------------
Moody's Investors Service said the announced sale of schools by
Meritas Schools Holdings, LLC to Nord Anglia Education, Inc. has no
immediate impact on Meritas' ratings, including the company's B3
Corporate Family Rating and stable outlook.
Headquartered in Northbrook, Illinois, Meritas operates a network
of college preparatory schools. The company, which was formed in
2005, manages ten schools (eight included in restricted group) with
13 campuses and over 10,000 students in grades Pre-K through grade
12. Schools are located in Florida, Texas, Nevada, New York,
Arizona, Chengdu, China, Monterrey, Mexico, and Geneva,
Switzerland. The company is privately owned by affiliates of
Sterling Partners. Revenue for the LTM period ended December 31,
2014 was approximately $242 million.
MISSISSIPPI PHOSPHATES: 'Challenge' Period Extended to May 7
------------------------------------------------------------
Mississippi Phosphates Corp. has agreed to extend the deadline for
Environmental Protection Agency and Mississippi Department of
Environmental Quality to challenge the total amount the company
allegedly owes to its pre-bankruptcy lenders or the validity of the
lenders' security interests and liens on their collateral.
The agreement extends the deadline to May 7 from April 27,
according to court filings.
About Mississippi Phosphates
Mississippi Phosphates Corporation are a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material used
in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and
Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy
protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27,
2014. Judge Katharine M. Samson is assigned to the cases.
Mississippi Phosphates disclosed $98.8 million in assets and $141
million plus an unknown amount in liabilities. Affiliates Ammonia
Tank and Sulfuric Acid Tanks each estimated $1 million to $10
million in both assets and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow
LLP as counsel. The official committee of unsecured creditors
tapped Burr & Forman LLP as its counsel.
MISSISSIPPI PHOSPHATES: Amends Schedules of Assets and Liabilities
------------------------------------------------------------------
Mississippi Phosphates Corporation filed with the U.S. Bankruptcy
Court for the Southern District of Mississippi amended schedules of
assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $1,554,587
B. Personal Property $97,395,090
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $58,411,021*
E. Creditors Holding
Unsecured Priority
Claims $2,551,951
F. Creditors Holding
Unsecured Non-Priority
Claims $79,978,304*
----------- -----------
Total $98,949,677 $140,941,276*
* plus unknown amount
The Debtor disclosed $98,846,431 in assets and liabilities of
$140,941,276 plus unknown amount in the prior iteration of the
schedules.
Copies of amended schedules are available for free at:
http://bankrupt.com/misc/MississippiPhosphates_448_amendedSAL.pdf
http://bankrupt.com/misc/MississippiPhosphates_463_amendedSAL.pdf
About MPC
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the
cases.
Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities. Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.
The U.S. Trustee for Region 5 appointed seven creditors of
Mississippi Phosphates Corp. to serve on the official committee of
unsecured creditors. The Committee tapped to retain Burr &
Forman LLP as its counsel.
MISSISSIPPI PHOSPHATES: Capstone Approved as Financial Advisor
--------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Mississippi Phosphates
Corporation, et al., to retain Capstone Advisory Group, LLC, and
Capstone Valuation Services, LLC as its financial advisor nunc pro
tunc to Dec. 16, 2014.
Capstone is expected to, among other things:
a. monitor the Debtors' sale process and review offers received
for the Debtors' assets;
b. advise and assist the Committee with respect to any
debtor-in-possession financing arrangements and use of cash; and
c. scrutinize cash disbursements on an on-going basis for the
period subsequent to the commencement of the cases.
The services to be provided by Capstone will be at the request and
direction of the Committee, so to avoid duplicative efforts among
the Committee's professionals retained in the case.
Capstone's hourly rates for the period until Dec. 31, 2014 are:
2014 Rates
----------
Executive Directors $600 - $875
Managing Directors $475 - $635
Directors $410 - $450
Consultants $225 - $350
Support staff $125 - $305
The rates for the Capstone professionals anticipated to
be assigned to the engagement and their rates are:
2014 2015
---- ----
Edwin Ordway $875 $895
Duncan Pickett $710 $725
James Cooper $315 $325
As agreed with the Committee, in the event that Capstone total fees
divided by actual hours charged (the Blended Hourly Rate) exceeds
$500/hour, Capstone will discount its submitted fee
applications by the amount the Blended Hourly Rate exceeds
$500/hour multiplied by the actual hours charged.
Capstone has advised the Committee that it does not hold or
represent any entity having an adverse interest in connection with
the case.
About MPC
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the
cases.
Mississippi Phosphates disclosed in its amended schedules, assets
of $98,949,677 and liabilities of $140,941,276 plus unknown
amounts. Affiliates Ammonia Tank and Sulfuric Acid Tanks each
estimated $1 million to $10 million in both assets and
liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.
The U.S. Trustee for Region 5 appointed seven creditors of
Mississippi Phosphates Corp. to serve on the official committee of
unsecured creditors. The Committee tapped to retain Burr &
Forman LLP as its counsel.
MISSISSIPPI PHOSPHATES: Incurs Additional $500K DIP Financing
-------------------------------------------------------------
Mississippi Phosphates Corporation, et al., notified the Bankruptcy
Court of additional borrowing in the amount up to $500,000 pursuant
to the Interim DIP Order. According to the Debtors, the Interim
DIP Order was renewed and extended for 45 days.
On March 10, 2015, the Court granted the Debtors' motion to renew
and extend interim order (i) authorizing the Debtors to incur
postpetition senior secured superpriority indebtedness; (ii)
authorizing use of cash collateral; (iii) granting postpetition
priming and senior priority security interests and superpriority
claims.
The Debtor entered into an agreement extending until April 20,
2015, the deadline for investigation termination date, objections,
and challenge period under Interim DIP Financing Order only for
United States Environmental Protection Agency and Mississippi
Department of Environmental Quality. The relief was consented by
the Governments, the Official Committee of Unsecured Creditors, and
the Agent and prepetition Lenders.
About MPC
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the
cases.
Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities. Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.
The U.S. Trustee for Region 5 appointed seven creditors of
Mississippi Phosphates Corp. to serve on the official committee of
unsecured creditors. The Committee tapped to retain Burr &
Forman LLP as its counsel.
MISSISSIPPI PHOSPHATES: Inks Deal on Procedures for Attorneys
-------------------------------------------------------------
Mississippi Phosphates Corporation, et al., entered in to a
stipulation with Henry G. Hobbs, the Acting U.S. Trustee for Region
5, establishing uniform procedures for the preparation and
submission of billing records, staffing plans, and budgets,
applicable to all attorneys retained.
The stipulation provides for, among other things:
1. The retained attorney may provide the electronic data in a
manner in which it maintains it, but if possible , the date must be
provided in the LEDES format.
2. A time and service entries will be coded by project
categories.
3. All expense categories must be coded by categories.
4. Unusual expense items will be explained in detail and must be
allocated, where practicable.
A copy of the terms of stipulation is available for free at:
http://bankrupt.com/misc/MississippiPhos_690_stip_procedures.pdf
About MPC
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the
cases.
Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities. Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.
The U.S. Trustee for Region 5 appointed seven creditors of
Mississippi Phosphates Corp. to serve on the official committee of
unsecured creditors. The Committee tapped to retain Burr &
Forman LLP as its counsel.
N.T. BUTTERFIELD: Fitch Affirms 'BB+' Rating on Subordinated Debt
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term IDR and Viability Ratings
(VR) for Bank of N.T. Butterfield & Son Limited (BNTB).
BNTB has announced its intent to repurchase its common shares from
CIBC for about $120 million along with the Carlyle Group, which
will repurchase an additional $35 million. Fitch has affirmed all
ratings following the announcement due to the view that although
capital position has declined, it remains reasonable for VR rating
of 'bbb-' and the risk on the balance sheet.
KEY RATING DRIVERS – VRs
The affirmation of BNTB's ratings reflects Fitch view that although
capital is expected to decline after the announced transaction
closes, Fitch believes pro-forma capital measures remain
appropriate and in-line with current expectations at a VR rating of
'bbb-'. Fitch notes that pro-forma risk-adjusted capital ratios
are still solid at CET1 of 10.5% and Total Capital of 16.7%.
BNTB's Fitch Core Capital/RWA ratio averaged 11.4% for the last
five years.
While BNTB's pro-forma TCE ratio is expected to decrease by 100 bps
to about 5.5% when the transaction closes, Fitch believes it
remains acceptable given BNTB's balance sheet mix and credit
profile. Historically, BNTB has operated with above-average
balance sheet liquidity evidenced by its low loan-to-deposit ratio
averaging 53.7% over the last five years.
Further, BNTB's credit performance has continued to improve,
evidenced by a decline in NPAs (inclusive of accruing troubled debt
restructurings and foreclosed real estate) to 3.22% for 4Q'14
compared to 3.90% in 4Q'13 and 4.14% in 4Q'12. During 4Q'14, the
NPA figure is also affected by the HSBC Cayman acquisition. Despite
higher than average NPAs compared to U.S. community banks, NCOs
have remained very low at 0.32% for 4Q'14, 0.45% for 4Q'13, and
0.35% for 4Q'12.
More recently, BNTB's problems loans mix has shifted from
commercial to residential mortgages. Although BNTB could face some
asset quality pressures, specifically in its residential loan
portfolio, Fitch expects net losses to remain manageable. Fitch
believes the loss content from the residential loans would likely
be less versus its commercial exposure. Additionally, BNTB's
residential portfolio has additional cushion given its LTVs at
origination on average were 80%. Given the improvements noted in
asset quality, Fitch believes the company is in a good position to
continue to build capital as credit costs should remain relatively
manageable.
BNTB's VR also reflects its strong market position, liquid balance
sheet, and good risk-weighted capital levels, offset by modest
earnings measures, significant product concentration in residential
lending, geographic concentration in Bermuda and large exposures in
its commercial loan portfolio.
Over the last two years, BNTB's earnings have improved with return
on assets (ROA) and net interest margins (NIM) reflecting a
positive trend. Most of the improvement was supported by increased
net interest income due to investment revenue yields rising and
good growth in fee revenues, while expenses have been relatively
flat. Fitch notes that earnings measure remain in line with
similarly VR 'bbb-' rated peers.
RATING SENSITIVITIES – VRs
Fitch's affirmation of BNTB's VRs incorporates the view that the
tangible common equity position measured by the TCE/TA ratio would
remain above 5%. Further, Fitch believes the company will continue
to build its capital position getting back to its normalized ranges
by 2016. Should these factors change, ratings could be pressured.
Additionally, a downgrade of the VR could occur in the event of
significant deterioration of financial performance, a rise in NCOs
due to asset quality pressures, and an increase to the risk level
of the balance sheet mix.
BNTB's VR could see positive momentum should the company
demonstrate sustainable core profitability improvement while
materially reducing its non-performing loans. Although capital
measures are very high and may come down, Fitch would expect BNTB
to continue to operate with above-average capital position.
KEY RATING DRIVERS - IDR, SUPPORT RATING (SR) AND SUPPORT RATING
FLOOR (SRF)
The affirmations of BNTB's IDR, SR and SRF reflect its systemic
importance to the local economy, as well as demonstrated support
from the Bermudian government in the past, namely the 2009
guarantee on the principal and interest payments of BNTB's
preferred stock. The preferred stock rating would be unaffected by
any changes to BNTB's SR or SRF as it is based off of sovereign
support.
The Negative Outlook reflects Fitch's evolving view of support from
Bermuda. Fitch considers Bermuda to be a Path 2 country, defined
as one in which there is a weakening of sovereign support of the
banking sector.
The Bermuda Monetary Authority's (BMA) proposal regarding a
statutory framework for a special resolution regime for banks
licensed in Bermuda embeds many of the provisions of the UK Banking
Act of 2009, according to the BMA. It proposes to provide the
authorities with the necessary stabilization powers to transfer
part or all of a failing bank's business to a private-sector
purchaser, assume control of part or all of a failing bank's
business through a bridge bank, and acquire temporary public
ownership of a bank where required. The proposed framework
suggests a weakening of support for the financial sector over time,
in Fitch's view.
RATING SENSITIVITIES - IDR, SUPPORT RATING AND SUPPORT RATING
FLOOR
BTNB's IDR is sensitive to changes in the SRF as the IDR is at its
SRF. Fitch adopts a 'higher of' approach in assigning Long-Term
IDRs to financial institutions, taking the higher of the SRF and
the standalone financial strength (as reflected in the VR of
'bbb-' for BTNB). In this case, BTNB's IDR relies on the SRF of
'A-'. If the SRF is downgraded, BTNB's IDR would be vulnerable to
a downgrade to as low as its VR of 'bbb-'.
As a Path 2 country, SRF revisions for systemically important banks
are likely initially to be up to one rating category (e.g. a SRF in
the 'A' range could fall into the 'BBB' range), while SRF revisions
for mid-sized or small banks could be greater, potentially as far
as 'No Floor'. Fitch considers BNTB to be a systemically important
institution to Bermuda, as it represents approximately 40% of
banking assets.
Fitch will also assess the government's ability to support BNTB and
potentially revise the SRF if the sovereign's rating were
downgraded by more than one notch. The ability has clearly come
into question given the weakening fiscal position of the
sovereign.
KEY RATING DRIVERS - PREFERRED STOCK
Preferred stock issued by BNTB is equalized with Bermuda's foreign
currency long-term IDR, reflecting the guarantee from the Bermuda
government. The Ministry of Finance agreed to guarantee the
principal and dividends on BNTB's preferred stock when it was
issued in 2009.
RATING SENSITIVITIES - PREFERRED STOCK
BNTB's preferred stock rating is highly sensitive to any changes in
the ability of the Bermuda government to fulfill its obligation. A
downgrade in the sovereign rating of Bermuda would trigger a
commensurate downgrade of the preferred stock.
KEY RATING DRIVERS SENSITIVITIES - SUBORDINATED DEBT RATING
BNTB's subordinated debt is rated 'BB+' notch one below its VR to
reflect loss severity and an assessment of increment
non-performance risk. The debt rating has been affirmed due to the
affirmation of the bank's VR.
RATING SENSITIVITIES - SUBORDINATED DEBT RATING
BNTB's subordinated debt ratings are notched down from the VR and
typically sensitive to any change in the bank's VR as well as
broadly sensitive to the same considerations that might affect its
VR.
Fitch has affirmed these ratings:
Bank of N.T. Butterfield & Son
-- Long-term IDR at 'A-'; Outlook Negative
-- Short-term IDR at 'F1';
-- Viability Rating at 'bbb-;
-- Preferred stock at 'A+';
-- Subordinated debt at 'BB+'
-- Support rating at '1';
-- Support Floor at 'A-'.
NAARTJIE CUSTOM: Has Retention Plan for 2 Remaining Employees
-------------------------------------------------------------
Naartjie Custom Kids, Inc., asks the Bankruptcy Court to approve a
key employee retention plan for its two remaining non-insider
employees.
The Debtor said that it slashed its employee roster after the
conclusion of the liquidation sales at the Debtor's stores in the
United States. The Debtor currently employs only four employees,
all of whom are working at the Debtor's headquarters in Salt Lake
City, Utah: (a) Glenn Wood, the Debtor's chief executive officer;
(b) Petro Wood, an accounting manager; (c) Stephen Ensign, the
Debtor's controller; and (d) Brian Anderson, a senior accounting
manager.
These four employees are essential to winding up the Debtor's
affairs. In particular, the Debtor must: (a) complete its claims
reconciliation process; (b) close the sale to Truworths of the
Debtor's interests in ZA One and the Debtor's intellectual property
assets; (c) file the Debtor's year end and final tax returns; and
(d) wind up the Debtor's remaining affairs.
If approved, the KERP would pay these amounts to Messrs. Ensign and
Anderson:
a. Mr. Ensign -- $10,000, payable only if Mr. Ensign remains
employed with the Debtor until his services are no longer required;
and
b. Mr. Anderson -- $5,000, payable only if Mr. Anderson remains
employed with the Debtor until his services are no longer
required.
The non-insider employees have not been appointed by Naartjie's
board as officers, do not report directly to the board, and instead
report to Naartjie's CEO, Mr. Wood.
The amounts of compensation contemplated in the KERP were
determined by the Debtor's CRO, Jeff Nerland, and are based on his
business judgment and the non-insider employees' level of
compensation.
A copy of the KERP Motion is available for free at:
http://bankrupt.com/misc/NaartjieCustom_446_motion_KERP.pdf
The Debtor's attorneys can be reached at:
Annette W. Jarvis, Esq.
Peggy Hunt, Esq.
Michael F. Thomson, Esq.
Jeffrey M. Armington, Esq.
DORSEY & WHITNEY LLP
136 South Main Street, Suite 1000
Salt Lake City, UT 84101-1685
Tel: (801) 933-7360
Fax: (801) 933-7373
E-mails: jarvis.annette@dorsey.com
hunt.peggy@dorsey.com
thomson.michael@dorsey.com
armington.jeff@dorsey.com
About Naartjie Custom Kids
Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666). The case is assigned to Judge William T. Thurman.
The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.
The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney &
Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves
as its financial advisor.
NATIONAL SURGICAL: Moody's Assigns B1 Rating to 1st Lien Loans
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating of National Surgical
Hospitals, Inc. (NSH). Moody's also assigned a B1 (LGD 3) rating to
NSH's proposed first lien credit facilities. Moody's understands
that the proceeds of the new facilities, along with a privately
placed $105 million second lien note (not rated by Moody's) will be
used to fund acquisitions and to refinance the company's existing
debt. Moody's will withdraw the ratings on NSH's existing revolver
and term loan at the close of the transaction. The rating outlook
is stable.
The affirmation of NSH's B2 Corporate Family Rating reflects
Moody's expectation that credit metrics, including debt to EBITDA,
will not be meaningfully impacted by the increase in debt given the
pro forma impact of acquired earnings and cash flow. Moody's
understands that the company plans to acquire an additional
controlling interest in one of its highest performing existing
facilities as well as a rapid growing physician led healthcare
system in Georgia consisting of three hospitals, an ambulatory
surgery center and a number of imaging centers and rural health
clinics.
Ratings affirmed:
-- Corporate Family Rating at B2
-- Probability of Default Rating at B2-PD
Ratings assigned:
-- $40 million senior secured first lien term revolver expiring
2020 at B1 (LGD 3)
-- $365 million senior secured first lien term loan due 2022 at
B1 (LGD 3)
NSH's B2 Corporate Family Rating reflects Moody's expectation that
while the most recent acquisitions will add scale, leverage will
remain high. NSH's profitability is also highly concentrated in a
small number of facilities presenting the risk that an adverse
event or negative development with the participating physicians in
any one of those markets could materially impact the operating
results of the company. Further, since legislation limits the
ability to develop and open new physician-owned hospitals or add
beds at existing facilities, Moody's expects that meaningful growth
will likely require a combination of acquisitions and investments
in service line extensions. Moody's also recognizes that the
company's hospitals have a relatively favorable payor mix that
supports continued profitability because of limited exposure to
Medicare and Medicaid rate changes and lower uncompensated care
costs compared to general acute care hospitals.
The stable rating outlook reflects Moody's expectation that the
company will realize same-facility revenue growth in the low single
digits, which should result in EBITDA growth and a modest reduction
of leverage. The outlook also reflects Moody's view that while the
company will look for acquisitions in the surgical hospital and
ambulatory surgery center spaces to gain additional scale, NSH will
maintain a disciplined approach to its acquisition strategy and its
use of additional leverage.
The ratings could be upgraded if the company can effectively
integrate its most recent acquisitions and continue to increase its
scale, thereby reducing the revenue and EBITDA concentration in a
small number of facilities while growing its same facility revenue
base. The ratings could also be upgraded if NSH can reduce leverage
such that Moody's expects adjusted debt/EBITDA to decline and be
sustained below 4.5 times.
The ratings could be downgraded if the company increases leverage
to acquire facilities or experiences difficulty in growing same
facility revenue. Additionally, the ratings could be downgraded if
there are negative reimbursement developments related to the
services provided by the company's hospitals, especially in the
orthopedic area in which the company focuses. Finally, if Moody's
expects debt/EBITDA to be sustained at or above 6.0 times or
liquidity weakens, the ratings could also be downgraded.
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.
Headquartered in Chicago, IL, privately-held National Surgical
Hospitals, Inc. ("NSH") owns and operates inpatient and outpatient
surgical facilities specializing in orthopedic, neurosurgery and
more complex general surgery cases. The company's facilities are
operated in partnership or joint venture relationships with
physicians or other providers in the respective market area. NSH is
majority owned by Irving Place Capital.
NATIONAL SURGICAL: S&P Affirms 'B' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chicago-based surgical hospital operator National
Surgical Hospitals Inc. The rating outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $405 million first-lien
facilities, consisting of a $40 million revolving credit facility
and a $365 million term loan. The '3' recovery rating indicates
S&P's expectation for substantial (at the lower end of the 50% to
70% range) recovery on this debt in the event of payment default.
The company also plans on issuing $105 million of second-lien
notes. S&P is assigning its 'CCC+' issue-level rating and '6'
recovery rating to this debt. The '6' recovery rating indicates
S&P's expectation for negligible (0% to 10%) recovery on this debt
in the event of default.
Proceeds of the facilities will be used to make acquisitions and to
refinance existing debt.
"The ratings affirmation on National Surgical Hospitals Inc.
follows its announcement that it plans to raise debt to acquire
Georgia-based surgical hospital system Optim Inc. and increase its
stake to a controlling interest of a surgical hospital in which it
currently has a minority stake," said Standard & Poor's credit
analyst Tulip Lim.
S&P is affirming the rating because it expects the company to
generate moderate positive cash flow, even though leverage,
including the preferred stock, will remain very high in the 8x area
and leverage, excluding the preferred stock, but including
operating leases, will increase by about a turn to 7.3x. However,
the transaction will also increase the company's revenue and EBITDA
base by more than 60% and result in increased cash flow generation,
factoring in the additional cash interest.
The stable outlook reflects S&P's expectation that revenue will
grow from a combination of organic growth and growth from
acquisitions. S&P expects volume increases and that reimbursement
will remain stable. It also reflects S&P's expectation that the
company will generate moderate positive discretionary cash flow,
supporting leverage in the 8x area.
S&P could lower ;its ratings if National Surgical's discretionary
cash flow (excluding temporary swings in working capital) becomes
minimal. This could occur if organic revenue declines by a
mid-single-digit rate, potentially from increased competition,
departures of key physicians, or reimbursement pressure, and
margins decline by 150 or more basis points.
S&P views an upgrade as unlikely over the next year because of
National Surgical's significant debt leverage. A rating upgrade
would likely require a change in financial policy, such that S&P
became convinced leverage would decline and remain below 5x. This
would require about $350 million of debt reduction.
PRAXSYN CORP: Incurs $12.4-Mil. Net Loss in 2014
------------------------------------------------
Praxsyn Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2014.
Dale Matheson Carr-Hilton Labonte LLP expressed substantial doubt
about the Company's ability to continue as a going concern citing
that the Company has incurred losses and used cash in operating
activities.
The Company reported a net loss of $12.4 million on $66.6 million
in revenues for the year ended Dec. 31, 2014, compared to a net
income of $230,000 on $6.99 million of revenues in the same period
last year.
The Company's balance sheet at Dec. 31, 2014, showed $16.7 million
in total assets, $15.07 million in total liabilities, and
stockholders' equity of $1.63 million.
A copy of the Form 10-K is available at:
http://is.gd/1xI5JU
Praxsyn Corporation, formerly The Paws Pet Company, is a
healthcare company headquartered in Irvine, California. The
Company formulates transdermal creams for patients suffering from
long-term pain associated with workplace-related injuries.
PREMIER GOLF: Darvy Mack Cohan Okayed as Litigation Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized Premier Golf Properties LP to
employ Darvy Mack Cohan as special litigation counsel.
The Court said that it is satisfied that Cohan represents no
interest adverse to the estate.
Cohan is expected to assist the Debtor in any matter surrounding
litigation with secured creditors and cash collateral matters.
Specifically, Cohan will provide these services:
1. representing the Debtor in a complaint against secured
creditor for, inter alia, unfair business practice due to secured
creditor Far East National Bank's wrongful conduct pre-bankruptcy
petition;
2. defending the Debtor against secured creditor Cottonwood
Cajon ES LLC's objection to the Debtor's use of cash collateral;
and
3. examining the proofs of claim filed by FENB and Cottonwood.
Mr. Cohan, with office located at 7855 Ivanhoe Avenue, Suite 400,
La Jolla, California, told the Court that he regularly charges his
non-bankruptcy clients at a rate of $400 per hour, and his
bankruptcy clients, both creditors and debtors, at a rate of $400
per hour for his professional services.
In addition, for the purpose of economy in the administration in
this and other bankruptcy estates, Mr. Cohan employs a paralegal.
To insure that the client is not charged for duplicative time, in
his ordinary and regular practice, Mr. Cohan only bills for
paralegal services that are separately performed at a regularly
rate of $125 per hour.
Prior to Debtor's filing of bankruptcy, Mr. Cohan received no
compensation for prepetition services from the Debtor. On Feb. 23,
2015, Mr. Cohan received $15,000 as retainer for postpetition
services and were deposited in the firms trust account.
Daryl Idler, an officer of the general partner of the Debtor, in a
declaration supporting the motion, told the Court that Jack F.
Fitzmaurice, served as the Debtor's general insolvency counsel and
Darvy Mack Cohan as special litigation counsel.
Rather than being duplicative of the services of Mr. Fitzmaurice,
the services of Mr. Cohan will prevent Mr. Fitzmaurice from being
distracted in adversary proceeding and allow him to concentrate on
the Company's business and its duties in proposing plan of
reorganization.
Objections
The application was approved notwithstanding objections filed by
parties.
Cottonwood, as assignee of FENB, which scheduled as the Debtor's
only secured creditor (excluding the taxing authority), with a
scheduled secured claim of $16,269,150, said that, among other
things:
a. Cottonwood does not consent to the use of its cash
collateral;
b. the Debtor must disclose the claims against FENB for which it
seeks to employ Cohan; and
c. Cohan's services appear to overlap with those of proposed
Debtor's counsel Jack Fitzmaurice.
Tiffany L. Caroll, Acting U.S. Trustee, said that the employment of
the special litigation counsel and the bankruptcy counsel appears
to be a duplication of services.
Cottonwood is represented by:
Ronald Richards, Esq.
LAW OFFICES OF RONALD RICHARDS & ASSOCIATES, APC
P.O. Box 11480
Beverly Hills, CA 90213
Tel: (310) 556-1001
Fax: (310) 277-3325
E-mail: ron@ronaldrichards.com
- and -
Howard N. Madris, Esq.
LAW OFFICE OF HOWARD N. MADRIS, A P.C.
424 S. Beverly Drive
Beverly Hills, CA 90212
Tel: (310) 277-0757
Fax: (310) 975-6757
E-mail: hmadris@madrislaw.com
About Premier Golf Properties
Premier Golf Properties, LP filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 15-01068) on Feb. 24, 2015. Daryl
Idler signed the petition as secretary of Premier Golf Property
Management Inc, general partner. Jack Fitzmaurice, Esq., at
Fitzmaurice & Demergian, represents the Debtor as counsel.
Premier Golf Properties LP disclosed $44,363,923 in assets and
$19,228,427 in liabilities as of the Chapter 11 filing.
PTC SEAMLESS: Proposes Logan & Co. as Claims Agent
--------------------------------------------------
PTC Seamless Tube Corp. is asking for bankruptcy court approval to
Logan & Company, Inc., as claims, noticing, and balloting agent.
The Debtor proposes to compensate Logan at the rates set forth in
the Fee Schedule attached to the Services Agreement. Logan will
invoice the Debtor monthly for services rendered to the Debtor
during the preceding month, except that the Debtor will pay Logan
by wire transmission of funds for (a) legal publications costs; and
(b) postage for any mailing to at least 500 creditors, before such
publication or mailing, as the case may be.
For consulting services, professionals at Logan charge at these
hourly rates:
Category Hourly Rate
-------- -----------
Senior Account Manager $245 to $325
Analyst and Project Manager $155 to $225
Tech, Telecomm. & Programming Specialist $155 to $180
Clerical and Administrative Support $55 to $85
For monthly data storage, Logan will charge the Debtor $0.08 per
creditor name per month. Logan will charge $155 per hour for Web
site design and maintenance.
Prior to the Petition Date, the Debtor paid Logan a retainer of
$3,000.
Kathleen M. Logan, president, attests that members and employees of
Logan & Co. (a) do not have any adverse connection with the Debtor,
the Debtor's creditors or any other party-in-interest, and (d) do
not hold or represent an interest adverse to the Debtor's estate.
About PTC Seamless
PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC. Seamless's executive and financial operations are based
in Wexford, Pennsylvania. Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.
PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products, fabricated
parts, and precision components. PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc. PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.
Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.
Judge Carlota M. Bohm presides over the case. PTC Group and
Alliance have not commenced Chapter 11 cases.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015. The deadline for
governmental entities to file claims is Oct. 23, 2015.
The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.
The Debtor disclosed $99,347,576 in total assets and $280,030,034
in liabilities in its schedules.
PTC SEAMLESS: Proposes Reed Smith as Counsel
--------------------------------------------
PTC Seamless Tube Corp. filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania an application to employ Reed
Smith LLP as counsel, nunc pro tunc to the Petition Date
Reed Smith is familiar with the Debtor's business and financial
affairs. Reed Smith has performed extensive legal work for the
Debtor and its affiliates in connection with certain corporate,
finance and restructuring, litigation, labor, and other significant
matters for more than 20 years.
The Debtor anticipates that Reed Smith will render general legal
services to the Debtor as needed throughout the course of this
Chapter 11 case, including, without limitation, bankruptcy,
finance, general corporate, labor and employment, litigation,
mergers and acquisitions, real estate, and tax advice.
Reed Smith will be compensated at its standard hourly rates, which
are based on the professional's level of experience and are
periodically adjusted. At present, the standard hourly rates
charged by Reed Smith for work of this nature range as follows: (i)
$530 to $910 for partners; (ii) $440 to $915 for counsel; (iii)
$210 to $725 for associates; and (iv) $110 to $385 for legal
assistants, paralegals, and support staff.
The Debtor seeks to compensate and reimburse Reed Smith on a
monthly basis pursuant to procedures that will be set forth in a
separate motion for an administrative order regarding interim
compensation of professionals.
The Debtor believes that Reed Smith is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code and as required
by Section 327(a).
The following information is provided in response to the request
for additional information set forth in paragraph D.1. the
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases (the "U.S. Trustee
Guidelines"):
* Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?
- Response: No. The hourly rates set forth in the Engagement
Letter are consistent with the rates that Reed Smith charges other
comparable chapter 11 clients, and the rate structure provided by
Reed Smith is appropriate and is not significantly different from
(a) the rates that Reed Smith charges in other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals for similar engagements.
* Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
- Response: No.
* Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
- Response: Reed Smith represented the Debtor and its affiliates
during the 12-month period prior to the Petition Date. During that
period, Reed Smith charged the Debtor its standard rates.
* Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
- Response: The Debtor and Reed Smith expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures,
recognizing that in the course of complex Chapter 11 cases, there
may be unforeseeable fees and expenses that will need to be
addressed.
About PTC Seamless
PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC. Seamless's executive and financial operations are based
in Wexford, Pennsylvania. Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.
PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products, fabricated
parts, and precision components. PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc. PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.
Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.
Judge Carlota M. Bohm presides over the case. PTC Group and
Alliance have not commenced Chapter 11 cases.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015. The deadline for
governmental entities to file claims is Oct. 23, 2015.
The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.
The Debtor disclosed $99,347,576 in total assets and $280,030,034
in liabilities in its schedules.
PULLUM-CECILIO: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pullum-Cecilio, L.L.C.
8052 Navarre Parkway
Navarre, FL 32566
Case No.: 15-30477
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 28, 2015
Court: United States Bankruptcy Court
Northern District of Florida (Pensacola)
Debtor's Counsel: Edward J. Peterson, III, Esq.
STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
110 E. Madison St., #200
Tampa, FL 33602
Tel: (813) 229-0144
Fax: (813) 229-1811
Email: epeterson.ecf@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Bart R. Pullum, member.
A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb15-30477.pdf
RITE AID: EVP Store Operations Signs Pre-Arranged Trading Plan
--------------------------------------------------------------
Robert K. Thompson, executive vice president of Store Operations of
Rite Aid Corporation, entered into a pre-arranged stock trading
plan to exercise his options to purchase a limited number of shares
of Common Stock and to sell the shares acquired on exercise for
personal financial management purposes, according to a Form
8-K filed with the Securities and Exchange Commission.
The Thompson 10b5-1 Plan allows for the exercise of options to
purchase a maximum of 201,300 shares of Common Stock if the Common
Stock reaches specified market prices during the period commencing
June 22, 2015, and continuing until the options to purchase all
201,300 shares have been exercised and the acquired shares sold, or
Sept. 18, 2015, whichever occurs first. The shares acquired upon
exercise will be sold contemporaneously with the exercise.
The Plan was designed to comply with the guidelines specified in
Rule 10b5-1 promulgated under the Securities Exchange Act of 1934,
as amended, which permit persons to enter into a pre-arranged plan
for buying or selling Company stock at a time when such person is
not in possession of material, nonpublic information about the
Company. Mr. Thompson will continue to be subject to the Company's
stock ownership guidelines, and the sales contemplated by the
Thompson Plan will not reduce Mr. Thompson's ownership of Common
Stock below the levels required by the guidelines.
About Rite Aid Corp.
Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia.
The Company disclosed in its annual report for the year ended
Feb. 28, 2015, that it is highly leveraged. Its substantial
indebtedness could limit cash flow available for its operations and
could adversely affect its ability to service debt or obtain
additional financing if necessary.
* * *
In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid. The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.
As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.
In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'. The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.
RIVER CITY: 4th Interim Order on Cash Use Entered
-------------------------------------------------
The Bankruptcy Court on Apri1 14, 2015, entered a fourth interim
order authorizing River City Renaissance, LC, et al.'s use of cash
collateral. The Court approved the Debtor's March 2015 budget.
Consummation or closing of the sale of all of the Debtor's
properties will not preclude or otherwise limit the Debtors' right
and authorization to use cash collateral to pay only the regular
operating expenses itemized on the March 2015 budget. The lenders
will receive replacement liens and Sec. 507(b) priority claims as
adequate protection. A copy of the order and the budget is
available for free at http://bankrupt.com/misc/RIverCity_4thCC.pdf
About River City Renaissance
Richmond, Virginia-based, River City Renaissance, LC, and River
City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D.
Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July
30, 2014.
The Debtors filed the chapter 11 cases in order to pursue an
orderly liquidation of their real property assets, which are
comprised of 29 residential apartment buildings in the City of
Richmond, in lieu of scheduled foreclosure sales.
The cases are assigned to Judge Keith L. Phillips. The Debtors
tapped Spotts Fain PC, as counsel.
River City Renaissance LC disclosed $27.3 million in assets and
$29.2 million in liabilities as of the Chapter 11 filing.
Renaissance III estimated less than $10 million in assets and
debts.
RIVER CITY: Gets Court Approval to Sell Real Property Assets
------------------------------------------------------------
The Bankruptcy Court authorized River City Renaissance, LC, et al.,
to sell substantially all of their real property assets, including
personal property.
Closing is slated to occur on May 15, 2015.
The Debtors sought approval of: (i) the sale of each Debtor's
Properties to DIV River City Renaissance, LLC for an aggregate
price of $37,350,000, with $30,825,000 apportioned to RCR and
$6,525,000 apportioned to RCR III; (ii) the assumption and
assignment of the unexpired residential lease agreements between
the Debtors and current tenants at the properties.
The Debtors received no competing bids on the properties, other
than those submitted by Bellona Arsenal Farm Associates, LLC, as to
RCR III and Neighborhood Investments-RVA, LLC as to both Debtors'
properties.
A copy of the sale documents is available for free at:
http://bankrupt.com/misc/RiverCity_Sale.pdf
About River City Renaissance
Richmond, Virginia-based, River City Renaissance, LC, and River
City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D.
Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July
30, 2014.
The Debtors filed the chapter 11 cases in order to pursue an
orderly liquidation of their real property assets, which are
comprised of 29 residential apartment buildings in the City of
Richmond, in lieu of scheduled foreclosure sales.
The cases are assigned to Judge Keith L. Phillips. The Debtors
tapped Spotts Fain PC, as counsel.
River City Renaissance LC disclosed $27.3 million in assets and
$29.2 million in liabilities as of the Chapter 11 filing.
Renaissance III estimated less than $10 million in assets and
debts.
SAMUEL WYLY: IRS Seeks $3.2-Bil. for Back Texas, Penalties
----------------------------------------------------------
Reuters reported that the Internal Revenue Service is seeking to
recoup $3.22 billion from Texas businessman Samuel Wyly and the
estate of his late brother Charles Wyly, after the brothers
allegedly hid income by setting up sham overseas trusts.
According to claims filings with the U.S. bankruptcy court in
Dallas, the IRS believes Samuel Wyly owes $2.03 billion in back
taxes, interest and penalties, while his brother's estate owes
$1.19 billion, the report related.
About Samuel Wyly
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
About Caroline Wyly
Caroline Wyly is the widow of business tycoon Charles Wyly. She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission. Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).
SAN JUAN RESORT: Defends Bid to Tap Carrasquillo as Consultant
--------------------------------------------------------------
San Juan Resort Owners Inc., responded to the objection of the U.S.
Trustee to its motion to employ CPA Luis R. Carrasquillo & Co.
P.S.C. as financial consultant.
As reported in the Troubled Company Reporter on March 31, 2015,
Guy G. Gebhardt, the U.S. Trustee for Region 21, said that Mr.
Carrasquillo should explain why he should be allowed to petition
the Court for interim compensation every 60 days, when he has
already received a substantial retainer in this case, in the amount
of $25,000.
The Debtor explained that its cash flows will be limited as its
Chapter 11 plan will be substantially based on a sale of its assets
pursuant to the Section 363 of the Bankruptcy Code, therefore,
after the completion of the sale, its business activities will be
very limited or none.
The Debtor says it needs a financial consultant to assist the
Debtor in the restructuring of its affairs by (i) providing advise
in strategic planning and the preparation of the Chapter 11
schedules and any amendments thereto, the Debtor's Plan of
Reorganization, Disclosure Statement and business plan, and (ii)
participating in the Debtor's negotiations with creditors and
potential buyers.
The Debtor later filed an amended application to employ
Carrasquillo & Co. P.S.C. to further address the U.S. Trustee's
objections. According to the Amended Application, the Debtor has
retained Carrasquillo on the basis of a $25,000 retainer, against
which Carrasquillo will bill as per the hourly billing rates, upon
interim application(s) which will be filed every 120 days upon the
approval of the Court.
A copy of the Amended Application is available for free at:
http://bankrupt.com/misc/SANJUAN_29_financialconsultant_A.pdf
About San Juan Resort
San Juan Resort Owners Inc. sought Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-01627) in Old San Juan,
Puerto Rico on March 5, 2015. The petition was signed by Luis A.
Carreras Perez as president. The Debtor is represented by William
M. Vidal, Esq., at William Vidal Carvajal Law Offices in San Juan,
Puerto Rico.
The Debtor disclosed total assets of $12.7 million and total
liabilities and $32.9 million as of the bankruptcy filing. The
Debtor owns a parcel of land of 1,637 square meters, with
commercial property known as the San Juan Beach Hotel, a 96-room
hotel. The hotel is located at 1045, Ashford Avenue, Condado, San
Juan, Puerto Rico. The company claims the property is worth $11
million based on appraised value. Banco Popular de Puerto Rico is
owed $17.5 million, of which $6.56 million is unsecured.
SARATOGA RESOURCES: Reports $144-Mil. Net Loss in 2014
------------------------------------------------------
Saratoga Resources, 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.
The Company reported a net loss of $144 million on $54.4 million in
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $26.4 million on $67.4 million of revenue in the same period
last year.
The Company's balance sheet at Dec. 31, 2014, showed $112 million
in total assets, $218 million in total liabilities, and a
stockholders' deficit of $106 million.
A copy of the Form 10-K is available at:
http://is.gd/MxcVQM
About Saratoga Resources
Saratoga Resources -- http://www.saratogaresources.com/-- is an
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana. Principal holdings cover
approximately 52,000 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf. Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.
SCIENTIFIC CORP: ICT to Terminate TITO License Agreement
--------------------------------------------------------
Scientific Games Corporation received a notification from
International Game Technology purporting to terminate a license
agreement as a result of the Company's alleged breach, according to
a document filed with the Securities and Exchange Commission.
The Company believes IGT's claims are without merit and disputes
that the License Agreement has been validly terminated.
Scientific, on June 13, 2014, entered into a license agreement with
IGT, pursuant to which IGT granted to the Company and its
subsidiaries a license to use certain "ticket-in-ticket-out"
cashless gaming technology patented by IGT and others. Prior to
its acquisition by the Company, Bally Technologies, Inc. had also
entered into a license agreement with IGT pursuant to which IGT
granted to Bally and its affiliates a license to use the same TITO
cashless gaming technology.
As a result of the Company's acquisition of Bally on Nov. 21, 2014,
the Company believes that it and its subsidiaries are entitled to
utilize the licenses provided under the Bally License Agreement.
IGT has previously communicated to the Company that it disagrees
with the Company's position and that it believes that the Company
is in breach of the License Agreement due to its use of license
tags belonging to Bally instead of license tags issued pursuant to
the License Agreement.
On Dec. 19, 2014, the Company filed a complaint against IGT in the
District Court of Clark County, Nevada seeking to enforce the terms
of the Bally License Agreement.
The Company intends to enforce its rights under the License
Agreement and the Bally License Agreement and will pursue such
other remedies as it determines are appropriate.
About Scientific Games
Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets. The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services. Visit
http://www.scientificgames.com/
Scientific Games reported a net loss of $234 million in 2014, a net
loss of $30.2 million in 2013 and a net loss of $62.6 million for
2012. As of Dec. 31, 2014, Scientific Games had $9.99 billion in
total assets, $9.99 billion in total liabilities and $3.9 million
in total stockholders' equity.
* * *
The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'. The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.
As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.
"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.
SORENSON COMMUNICATIONS: Moody's Raises Corp. Family Rating to Caa1
-------------------------------------------------------------------
Moody's Investors Service upgraded Sorenson Communications, Inc.'s
credit ratings. The Corporate Family rating was upgraded to Caa1
from Caa2, the Probability of Default rating was raised to Caa1-PD
from Caa2-PD, and the senior secured first lien rating was lifted
to B2 from B3. The ratings outlook remains stable.
Issuer: Sorenson Communications, Inc.
Ratings and LGD Assessments:
-- Corporate Family Rating, upgraded to Caa1 from Caa2
-- Probability of Default Rating, upgraded to Caa1-PD from
Caa2-PD
-- Senior Secured Term Loan due 2020, upgraded to B2 (LGD2)
from B3 (LGD2)
Outlook:
-- Remains Stable
The upgrade of the CFR to Caa1 reflects Moody's expectations for
Sorenson to achieve about $200 million of EBITDA and $35 million of
free cash flow in 2015. Better than anticipated new installations
and monthly usage in both the Video Relay Service ("VRS") and
Caption Call business units in 2014 allowed Sorenson to pay all
interest expense in cash, thereby avoiding PIK principal increases,
while also making planned growth investments. The company's better
than expected 2014 operating performance supports Moody's
anticipation of only a moderate decline in profitability in 2015,
with growth in the Caption Call business partially offsetting the
effect of rate declines in the VRS business.
Moody's expects Sorenson's VRS revenue and profits to continue to
decline steadily, driven by the requirements of the U.S. Federal
Communications Commission's ("FCC") order dated June 2013 mandating
annual rate declines and other requirements for VRS providers. Debt
to EBITDA is anticipated to be about 6.5 times by the end of 2015,
although free cash flow is expected to remain about $35 million,
driven by the elimination of non-recurring expenses associated with
the 2014 bankruptcy filing. Growth in the Caption Call business
should permit that business unit to begin providing cash to service
the $300 million 13% holding company notes due 2021 (unrated),
thereby relieving the burden on the VRS business unit to support
all of the approximately $120 million of interest expense at
Sorenson. The value of the growing Caption Call business is not a
source of repayment to the rated debt. The rating is supported by
adequate near-term liquidity, no material debt repayment
requirements until 2020 and a pay-in-kind (PIK) interest option on
$675 million of unrated junior debt capital.
All financial metrics reflect Moody's standard adjustments.
The stable rating outlook reflects Moody's expectations for over
$400 million of VRS revenue and solid mid-30% EBITA margins in
2015, The ratings could be lowered if liquidity deteriorates or
financial performance is worse than Moody's expects, leading
Moody's to anticipate a higher probability of default or lower
recovery in a default scenario. Higher ratings are possible if
Sorenson reduces total debt and Moody's comes to expect stability
in revenue, profits and free cash flow. If Moody's anticipates 1)
debt to EBITDA will remain below 6 times; 2) EBITA to Interest will
stay comfortably above 1.5 times; and 3) at least adequate
liquidity, the ratings could be upgraded.
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.
Sorenson provides of IP-based video communication technology and
services to the deaf and hard of hearing. Most of the company's
revenue and profitability are generated by providing VRS, which
connects deaf customers to hearing people and an American Sign
Language interpreter via videophones. The service is provided free
of charge to qualified deaf individuals as mandated by the
Americans with Disabilities Act of 1990. VRS technology allows deaf
people to communicate using American Sign Language and is paid for
by the FCC through the Telecommunications Relay Services Fund.
Sorenson is controlled by investors including affiliates of GSO
Capital Partners L.P., Franklin Templeton Investments and Solus
Alternative Asset Management LP. Moody's expects 2015 revenue of
over $500 million.
SPECIALTY HOSPITAL: Suzanne Koenig Discharged from PCO Duties
-------------------------------------------------------------
U.S. Bankruptcy Judge S. Martin Teel, Jr., discharged Suzanne
Koenig from the duties of a patient care ombudsman for Specialty
Hospital of Washington, LLC, et al. The ombudsman and her
professionals are authorized to retain, dispose of or destroy any
documents provided by the Debtors and various third parties to the
ombudsman, if any, in the course of her evaluation.
About Specialty Hospital
Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.
On April 23, 2014, an involuntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").
Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware. Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services. The petitioners assert $2.69 million in total claims.
On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.D.C. Case No. 14-00279). The Debtor
disclosed $3.12 million in assets and $96.7 million in liabilities
as of the Chapter 11 filing.
On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11. Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection. The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.
The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.
The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel. Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtors' financial advisor. Cain Brothers &
Company, LLC, is the Debtors' investment banker.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.
THEDIRECTORY.COM INC: DKM Expresses Going Concern Doubt
-------------------------------------------------------
TheDirectory.com, 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.
DKM Certified Public Accountants expressed substantial doubt about
the Company's ability to continue as a going concern citing that
the Company has significant net losses and cash flow deficiencies.
The Company reported a net loss of $1.1 million on $1.52 million of
revenue for the year ended Dec. 31, 2014, compared to a net income
of $109,200 on $780,000 of revenues in the same period last year.
The Company's balance sheet at Dec. 31, 2014, showed $3.09 million
in total assets, $3.11 million in total liabilities, and a
stockholders' deficit of $23,300.
A copy of the Form 10-K is available at:
http://is.gd/y18kKx
Tamap, Fla.-based TheDirectory.com, Inc., is an online local search
company that provides local businesses in the United States and
Canada. The Company provides local businesses with business
listings on its network of online vertical directories and city
guides.
TRANS ENERGY: To Present at IPAA Oil & Gas Investment Symposium
---------------------------------------------------------------
Trans Energy, Inc. announced that Chairman Steve Lucado will
present at the IPAA OGIS Conference on Wednesday, April 22, 2015.
The conference will be held at the Sheraton New York Times Square
Hotel in New York, New York. Trans Energy's presentation begins at
11:15 a.m. (ET) and will be webcast live. The webcast of the Trans
Energy, Inc. presentation can be accessed via the IPAA conference
Website located at:
http://www.investorcalendar.com/IC/CEPage.asp?ID=173921.
Additional information regarding Trans Energy, including maps,
investor presentations, news releases and videos can be found at
the Company's Website www.transenergyinc.com. Trans Energy will
regularly update information on the Website to provide investors
with the most up to date information on the Company and its
operations.
About Trans Energy
St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas. Its operations
are presently focused in the State of West Virginia.
Trans Energy reported a net loss of $17.7 million in 2013 following
a net loss of $21.2 million in 2012. The Company's balance sheet
at Sept. 30, 2014, showed $103.6 million in assets, $130.2 million
in total liabilities and a $26.6 million total stockholders'
deficit.
TRAVELPORT WORLDWIDE: Appoints Former Visa Europe CIO as Director
-----------------------------------------------------------------
Travelport has appointed Steven Chambers to its Board of Directors,
effective April 23, 2015. Mr. Chambers will also become a member
of the Compensation Committee of Travelport's Board on June 1,
2015.
Mr. Chambers will be paid (1) $200,000 per year as compensation for
his service as a member of the Board, in a mix of $75,000 in cash
and $125,000 in time-based restricted share units to be granted at
a later date, and (2) $10,000 in cash per year as compensation for
his service as a member of the Compensation Committee of the Board,
consistent with the compensation paid to the other members of the
Company's Board.
Mr. Chambers, 56, has spent most of his professional career in
technology and the payments business, most recently serving as
executive vice president and chief information officer of Visa
Europe Ltd. In this role he had overall responsibility for Visa
Europe's transaction processing business which included running all
of the organization's IT and business operations. Prior to Visa
Europe, Mr. Chambers held various leadership positions including
with ACI Worldwide, Inc. and First Data Resources. He also
previously served as a director of Monitise PLC.
Commenting on the appointment, Douglas Steenland, Chairman of the
Travelport Board of Directors, said: "We are delighted to welcome
Steve Chambers to our Board, bringing as he does significant
insight into designing and operating mission critical technology on
a global basis and at scale. He also has significant experience in
the payments space which is an area of focus for Travelport through
our eNett subsidiary. Steve complements and extends the skills
already on our Board and will provide further support to the
President and CEO, Gordon Wilson, as Gordon continues to
successfully develop Travelport into the world’s leading travel
commerce platform."
With this appointment, Travelport's Board of Directors now consists
of eight members, all of whom, with the exception of the President
and CEO, Gordon Wilson, are independent directors.
About Travelport Worldwide
Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.
As at Dec. 31, 2014, Travelport had $2.89 billion in total assets,
$3.23 billion in total liabilities and a $338 million total
deficit.
* * *
As reported by the TCR in March 2015, Standard & Poor's Ratings
Services raised to 'B' from 'B-' its long-term corporate credit
rating on U.K.-based travel services provider Travelport Worldwide
Ltd. The rating action reflects Travelport's good operating
performance in 2014.
TRITON EMISSION: Has Going Concern Doubt Due to Lack of Funding
---------------------------------------------------------------
Triton Emission Solutions, 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.
Dale Matheson Carr-Hilton Labonte LLP expressed substantial doubt
about the Company's ability to continue as a going concern citing
that the Company has incurred losses and further losses are
anticipated. The Company requires additional funds to meet its
obligations and the costs of its operations.
The Company reported a net loss of $61.8 million on $39,300 in
revenue for the year ended Dec. 31, 2014, compared with a net loss
of $2.19 million on $321,000 of revenue in the same period last
year.
The Company's balance sheet at Dec. 31, 2014, showed $2.22 million
in total assets, $6 million in total liabilities, and stockholders'
deficit of $3.78 million.
A copy of the Form 10-K is available at:
http://is.gd/YoGPhZ
Triton Emission Solutions, Inc., develops and markets environmental
and pollution emission control solutions such as the DSOX-15 and
DSOX-20 fuel purification systems. The company was founded on
March 2, 2000 and is headquartered in San Juan, Puerto Rico.
UNI-PIXEL INC: Terminates Supply Agreement with Eastman Kodak
-------------------------------------------------------------
Uni-Pixel, Inc., through its wholly owned subsidiary, Uni-Pixel
Displays, Inc., exercised its right to terminate that certain
Manufacturing Facility Installation and Supply Agreement dated
April 15, 2013, which was entered into by Displays and Eastman
Kodak Company. The term of the Supply Agreement was to end on Dec.
31, 2017.
Uni-Pixel has also determined not to renew that certain Joint
Development Agreement dated Feb. 5, 2013, also with Kodak, which
was related to flexible patterned conductive films.
Pursuant to the Supply Agreement, the Company worked with Kodak to
modify one of Kodak's buildings in its Rochester, New York,
facility to house Display's high volume production capability for
InTouch sensors. The Supply Agreement permits either party, at its
discretion, to terminate the Supply Agreement at any time by giving
three months advance written notice to the other party. UniPixel
has determined that it is in the Company's best interest to
discontinue its activities to develop, manufacture and market touch
sensors based on the InTouch technology. The Company intends to
leverage the IP, know-how and expertise developed through its years
of investment in the InTouch technology in its future products.
UniPixel continued making progress on the all-in-one pilot program
that the Company disclosed earlier this year. However UniPixel
concluded that the risks required to achieve a viable business
model in a reasonable time frame were too great, particularly under
an agreement that shared any profits generated. UniPixel
anticipates no penalties as a result of the termination.
The Company separately announced that on April 21, 2015, Robert
Rusenko, the Company's chief operating officer, separated from
service.
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
Uni-Pixel incurred a net loss of $25.7 million in 2014, a net loss
of $15.2 million in 2013 and a net loss of $9.01 million in 2012.
As of Dec. 31, 2014, Uni-Pixel had $34.91 million in total assets,
$7.55 million in total liabilities and $27.4 million in total
shareholders' equity.
VELOCITY POOLING: S&P Revises Outlook to Neg. & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Indianapolis-based Velocity Pooling Vehicle LLC to negative from
stable. At the same time, S&P affirmed its 'B' corporate credit
rating.
In addition, S&P affirmed the 'B' issue-level rating on Velocity's
$295 million first-lien term loan due May 2021. The recovery
rating remains '4', indicating S&P's belief that lenders could
expect average (30%-50%, lower half of the range) recovery in the
event of payment default or bankruptcy.
S&P also affirmed the 'CCC+' issue-level rating on Velocity's $85
million second-lien term loan due May 2022. The recovery rating
remains '6', indicating S&P's belief that lenders could expect
negligible (0%-10%) recovery in the event of payment default or
bankruptcy.
"Our negative outlook reflects the company's weaker-than-expected
operating performance and the risk that it may not be able to
improve credit ratios because of continued delays in the company's
business integration plan combined with a weather-related slow
start to the 2015 U.S. riding season," said Standard & Poor's
credit analyst Rod Olivero. "The confluence of these events could
provide strong headwinds for meaningful operating performance
improvement."
Standard & Poor's corporate credit rating on Velocity Pooling
reflects S&P's assessment that the company has a significant debt
burden combined with financial sponsor ownership. S&P estimates
the ratio of debt to EBITDA will be just below 7x by the end of
2015 and about 6x in 2016. S&P expects the leverage ratio to
improve through modest EBITDA growth from revenue and cost
synergies from the vertical integration of the company's brand,
manufacturing, and distribution businesses in 2015. The ratings
also reflect the company's narrow business focus in the highly
competitive and fragmented power sports aftermarket parts
manufacturing and distribution services industry, combined with its
relatively small share in the industry, which is susceptible to
economic cycles.
S&P could lower the ratings if operating performance does not
materially improve over the near term. S&P could also lower the
ratings if financial policy unexpectedly becomes more aggressive,
likely from debt-financed shareholder distributions, or if leverage
reaches above 7x in 2015.
S&P could revise its outlook to stable if operating performance
improves and leverage is sustained below 7x and interest coverage
sustained above 2.5x.
WINDSTREAM CORP: S&P Raises Rating on Sr. Unsecured Debt to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on Windstream Corp.'s senior unsecured debt to 'BB-' from 'B' and
revised the recovery rating on this debt to '4' from '6'. The '4'
recovery rating indicates S&P's expectations for average (30%-50%)
recovery in the event of payment default. S&P's recovery
expectations are in the upper half of the 30%-50% range.
S&P revised the recovery rating to reflect the repayment of about
$2.4 billion of secured debt through a debt-for-debt exchange
following the company's spin-off of a portion of its fiber and
copper plant into a REIT (CS&L Inc.). The recovery rating also
reflects S&P's expectation that Windstream will use proceeds from a
$1 billion distribution from CS&L to repay $400 million of its
8.125% senior notes due 2018 and $450 million of the 9.875% PAETEC
senior notes due 2018.
All other ratings on Little Rock, Ark.-based telecommunications
provider Windstream Holdings Inc., including the 'BB-' corporate
credit rating, remain unchanged. The outlook is negative.
RATINGS LIST
Windstream Holdings Inc.
Corporate Credit Rating BB-/Negative/--
Upgraded; Recovery Ratings Revised
To From
Windstream Corp.
Senior Unsecured BB- B
Recovery Rating 4H 6
WINLAND OCEAN: U.S. Trustee Forms Creditors' Committee
------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Winland Ocean
Shipping Corp. appointed five creditors of the company to serve on
the official committee of unsecured creditors:
(1) Sea Carrier Shipping Co. Ltd.
Attn: Xiao Liwu
Caihong North Road #48
Poteman Building 906-1
Ningbo, Zhejiang 315000
China
Tel. +86-574-8725-1065
Fax +86-574-8725-2975
Email: josephjj@vip.sina.com
(2) Zhoushan Ligang Shipbuilding Co. Ltd
Attn: Yu Yonghua
No. 12 Ligang Shipyard Road
Jintang Town, Dinghai District
Zhoushan City, Zhejiang 316000
China
Tel. +86-139-0580-9688
Fax 832-767-0669
Email: zhongjj@ligangshipyard.com
(3) PICC Property & Casualty Company Ltd.
Attn: Yue Bing
No. 2, Huanghe Road
Xigang District
Dalian, Liaoning 116011
China
Tel. +86-411-8272-4297
Fax +86-411-8271-1005
Email: yuebing@dal.picc.com.cn
(4) Shanghai FG Marine Engineering Co. Ltd.
Attn: Shen Feng
No. 255, Gongqing Road
Yangpu District
Shanghai
China
Tel. +86-138-1630-7918
Fax +86-21-6566-3326
Email: biz@fengang.com
(5) Feoso Oil (Singapore) Pte Ltd.
Attn: Simon Li
400 Orchard Road
#13-06 Orchard Towers
Singapore 238875
Tel. +65-6732-1732
Fax +65-6732-2055
Email: melissa@feoso.com.sg
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Winland Ocean Shipping
Winland Ocean Shipping Corp. is mainly engaged in ocean
transportation of dry bulk cargoes worldwide through the ownership
and operation of dry bulk vessels and chartering brokerage
services. The company operates in the People's Republic of China,
Japan, Korea, the Russian Federation, and southern and eastern
Asia. Winland Ocean Shipping is based in Sheung Wan, Hong Kong.
Winland Ocean Shipping Corporation and its five affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Feb. 12, 2015
(Bankr. S.D. Tex., Case No. 15-60007). The case is assigned to
Judge David R Jones.
The Debtors are represented by Matthew Scott Okin, Esq., George Y.
Nino, Esq., and Ruth E. Piller, Esq., at Okin & Adams LLP, in
Houston, Texas. The petition was signed by Robert E. Ogle, chief
restructuring officer.
ZOGENIX INC: Amends 2014 Annual Report to Add Information
---------------------------------------------------------
Zogenix, Inc., filed an amended annual report on Form 10-K/A for
the year ended Dec. 31, 2014, with the Securities and Exchange
Commission, to include information originally intended to be
incorporated by reference from the Company's Definitive Proxy
Statement for its 2015 annual meeting of stockholders.
Since the Company may not be filing its Definitive Proxy Statement
by the end of 120 days following its fiscal year end as originally
intended, the Company filed the amendment, in part, to provide the
information it originally intended to incorporate by reference.
Such information is the information required by Items 10 to 14 of
Part III of the Annual Report regarding (a) directors, executive
officers and corporate governance, (b) executive compensation, (c)
security ownership of certain beneficial owners and management and
related stockholder matters, (d) certain relationships and related
transactions, and director independence and (e) principal
accounting fees and services.
A copy of the amended Annual Report is available for free at:
http://is.gd/dHQXER
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
As of Dec. 31, 2014, Zogenix Inc. had $203 million in total
assets, $148 million in total liabilities and $55.3 million in
stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.
ZOGENIX INC: Chief Executive Officer Departs
--------------------------------------------
Roger L. Hawley has resigned as the chief executive officer of
Zogenix, Inc., effective April 27, 2015, according to a Form 8-K
filed with the Securities and Exchange Commission. Mr. Hawley will
continue to serve as a member of the Company's board of directors.
In connection with his resignation, the Company and Mr. Hawley
entered into a General Release of Claims, pursuant to which (1) the
Company will pay Mr. Hawley a lump sum cash payment equal to
$500,000, (2) the Company agreed to continue Mr. Hawley's health
benefits for a period of 18 months following his date of
termination, and (3) the vesting or exercisability of his
outstanding unvested stock options was accelerated as to the number
of stock awards that would have vested over the 12-month period
following his date of termination had Mr. Hawley remained
continuously employed by the Company during such period.
In addition, in the event of a change in control on or before
June 26, 2015, the Company agreed to pay Mr. Hawley an additional
lump sum cash payment of $479,466. In the event of a change in
control on or before July 27, 2015, the vesting and/or
exercisability of Mr. Hawley's outstanding unvested stock options
as of the date of his termination will be automatically accelerated
in full on the date of such change in control.
Appointment of New CEO
Effective April 27, the Board of Directors of the Company appointed
Stephen J. Farr, Ph.D., the Company's president, to replace Mr.
Hawley as the Company's CEO. Dr. Farr will also continue to serve
as president of the Company.
Dr. Farr is one of the Company's co-founders and has served as its
president and as a member of its board of directors since its
inception in May 2006. From May 2006 to August 2006, Dr. Farr also
served as the Company's chief executive officer and from August
2006 to March 2013, Dr. Farr also served as the Company's chief
operating officer. From 1995 to August 2006, Dr. Farr held
positions of increasing responsibility within pharmaceutical
sciences and research and development at Aradigm Corporation, and
he served most recently as Senior Vice President and Chief
Scientific Officer.
In connection with his appointment as CEO, effective April 27,
2015, the Company entered into an amended and restated employment
agreement with Dr. Farr, pursuant to which Dr. Farr's annual base
salary was increased to $450,000, and his target annual bonus was
increased to 60% of his annual base salary.
The Company's Annual Incentive Plan was also amended to reflect the
increase in Dr. Farr's target annual bonus.
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
As of Dec. 31, 2014, Zogenix Inc. had $203 million in total
assets, $148 million in total liabilities and $55.3 million in
stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.
[*] Boggs, Noskow, Pasaic Join Manatt as Partners in D.C. Office
----------------------------------------------------------------
Manatt, Phelps & Phillips, LLP, on April 27 disclosed that Douglas
C. Boggs, Alan M. Noskow and Joseph G. Passaic have joined the firm
as partners in Washington, D.C. The trio of renowned attorneys
broadens the scope of the firm's transactional practice and brings
powerful expertise and diverse experience to its growing East Coast
offices. They come to Manatt from Squire Patton Boggs, where each
was a partner.
While at predecessor firm Patton Boggs, Mr. Boggs, who is the
youngest son of the late founder Thomas Hale Boggs, Jr., was an
office managing partner for several years, served on the firm's
Management Committee, chaired the Marketing Committee, and headed
the International practice group. Mr. Passaic also served on the
Patton Boggs Management Committee and in other high-level
management positions in the Financial Services and Securities
practice groups.
"Doug, Alan and Joe are important additions as we continue our
growth in Washington," said William T. Quicksilver, Manatt's chief
executive officer and managing partner. "Coming off of one of the
strongest years in the firm's history, this team advances our
momentum and expands our depth and visibility in key markets and
industries. Clients will benefit immediately from the experience
they bring. We are pleased to welcome them to Manatt."
"Manatt has an entrepreneurial, high-energy group of lawyers in its
corporate practices, handling complex transactions and legal issues
for companies across the spectrum-from emerging to multinationals,"
Mr. Boggs said on behalf of the team. "And the firm's
groundbreaking integration of legal, consulting and advocacy
through Manatt Health, ManattJones Global Strategies and Manatt
Digital Media will be a boon to our clients. Manatt's focus on
providing thoughtful, sophisticated client service spoke to us, and
we are excited to join the firm."
Mr. Boggs' practice focuses on mergers and acquisitions, private
equity, project finance, venture capital and international
transactions. He advises corporations and private equity and
venture capital funds on acquisitions, divestitures, financings and
securities matters, including mergers, stock and asset transfers,
corporate reorganizations, restructurings, joint ventures, equity
and debt financings and public securities offerings. Mr. Boggs
maintains an active practice in the area of international finance,
concentrating on infrastructure finance, public-private
partnerships and project finance.
Mr. Noskow's diverse transaction practice encompasses mergers,
acquisitions, private equity, leveraged buyouts, project financing,
infrastructure, debt financing, restructurings, reorganizations and
other complex business transactions both domestically and
internationally. He regularly represents private equity funds,
fundless sponsors, mezzanine funds, distressed debt and equity
investors, financial institutions and other institutional
investors. Mr. Noskow also has significant transactional experience
relating to Chapter 11 bankruptcies, where he has represented
debtors, lenders and other creditors in reorganizations, asset
sales, and debtor-in-possession and exit financings.
Mr. Passaic advises domestic and international clients on a wide
range of corporate, securities and bank regulatory matters,
including regulatory applications, supervisory and enforcement
proceedings, investigations, risk management and governance. He
has extensive experience leading major capital markets
transactions, public offerings, private placements, corporate
restructurings, asset dispositions and mergers and acquisitions
with an emphasis in the financial services industry. He also
advises multinational corporations on their corporate operations,
business activities and regulatory issues in the United States.
"These three professionals have remarkable reputations as leading
transactional lawyers," said Ben Orlanski, chair of Manatt's
Business, Finance and Tax group. "Doug, Alan and Joe have
impressive backgrounds, capabilities and relationships that
complement our formidable national M&A, capital markets, financial
institutions, emerging company and project finance practices. We
are delighted they have decided to join Manatt."
Their arrival continues an ambitious East Coast expansion by
Manatt. Most recently, Securities partner Brian Korn and Real
Estate partner Andrew Schultz joined the firm's New York office;
Consumer Protection partner Katherine Winfree, former chief of
staff for the Federal Communications Commission's Enforcement
Bureau, and Cindy Mann, most recently the deputy administrator of
the Centers for Medicare & Medicaid Services and director of the
Center for Medicaid and CHIP Services, joined the Washington, D.C.,
office.
Mr. Boggs earned a B.A. from Duke University, an M.B.A. from
Georgetown University School of Business and a J.D. from Georgetown
University Law Center. In 2013, he was named a "D.C. Deal Maker of
the Year" by The National Law Journal.
Mr. Noskow earned a B.A. from the University of Rochester and a
J.D. from the University of Miami School of Law. In 2011, he
received the Turnaround Management Association's Transaction of the
Year award.
Mr. Passaic earned a B.A. from Pennsylvania State University and a
J.D. from Widener University Delaware Law School. He began his
career in the Legal Division of the Federal Deposit Insurance
Corporation's office in Washington, D.C.
About Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP -- http://www.manatt.com-- is one
of the nation's leading law and consulting firms, with offices
strategically located in California (Los Angeles, Orange County,
Palo Alto, San Francisco and Sacramento), New York (New York City
and Albany) and Washington, D.C. The firm represents a
sophisticated client base-including Fortune 500, middle-market and
emerging companies-across a range of practice areas and industry
sectors.
[*] E&P Companies Faces Greater Risk for Bankruptcy, Fitch Says
---------------------------------------------------------------
Oil exploration and production (E&P) companies are facing greater
odds of filing for bankruptcy as a function of continuously low oil
prices. The treatment of mineral rights derived from land lease
agreements, servicing agreements and financing agreements directly
influences the recovery prospects of those rights holders and other
stakeholders, according to Fitch Ratings.
E&P companies encounter special complexity in bankruptcy due to
various interests conveyed to and from them in the ordinary course
of business. Landowner lease agreements, which are the backbone of
an E&P's operation, are treated differently depending on which
jurisdiction in which an E&P files for bankruptcy. For example, in
Texas, the agreement is neither an executory contract nor an
unexpired lease, but rather it is treated as a transfer of real
property and, hence, is not subject to avoidance power. In
contrast, in Louisiana, the agreement is not treated as an
executory contract but as an unexpired lease; therefore, an E&P
must assume or reject the lease within a specific period. It
remains unclear how other oil-rich states will treat the land
lease.
In addition, E&P companies carve out rights such as production
payments and net profits interests, overriding royalty interests as
consideration for financing deals and service agreements. Those
rights can be either treated as a real property right that
precludes the recipient from participating in bankruptcy or as a
personal property right that allows the recipient to file eligible
claims in bankruptcy. The complexity of those issues directly
influences who can participate in bankruptcy and what the
enterprise value is for the purpose of recovery.
[*] Shrine to Receive American Inns of Court Professionalism Award
------------------------------------------------------------------
Thomas L. Shriner, Jr., Esquire, has been selected to receive the
prestigious 2015 American Inns of Court Professionalism Award for
the Seventh Circuit. The award will be presented in early May at
the Seventh Circuit's Annual Judicial Conference by Chief Judge
Diane P. Wood.
Mr. Shriner is a partner with Foley & Lardner LLP; he practices in
Milwaukee, where he focuses on commercial and public law litigation
and appellate practice at the state and federal levels. He has
substantial experience in the bankruptcy courts and regularly
speaks on creditor–debtor law subjects. He has litigated
disputes involving business acquisitions, shareholders, trade
secrets, non-compete agreements, lender liability, and loan
participations. Mr. Shriner was named Milwaukee's Bet-the-Company
Litigator of the Year for 2015. His public law experience includes
representing defendants and plaintiffs under major civil rights
statutes.
A member of the Eastern District of Wisconsin Bar Association, Mr.
Shriner received the organization's Myron L. Gordon Lifetime
Achievement Award in 2009. He is also a member of the American Bar
Association and the Seventh Circuit Bar Association, which he
served as president. He is a fellow of the American College of
Trial Lawyers, the American Bar Foundation, and the Wisconsin Law
Foundation. He is an adjunct professor of law at Marquette
University Law School.
Mr. Shriner earned his bachelor's degree from Indiana University
and his J.D. from Indiana University School of Law, where he
graduated magna cum laude. He is admitted to practice before the
Supreme Court of the United States.
The American Inns of Court Professionalism Awards are awarded in
participating federal circuits, to a lawyer or judge whose life and
practice display sterling character, unquestioned integrity, and
dedication to the highest standards of the legal profession and the
rule of law. Recipients are selected from circuit-wide nominations
by representatives from the circuit and the American Inns of Court.
The award is presented at the circuit's judicial conference and
recipients will be recognized in October at the 2015 American Inns
of Court Celebration of Excellence at the Supreme Court of the
United States. The awards are underwritten in part by Thomson
Reuters.
Headquartered in Alexandria, Virginia, The American Inns of Court
-- http://www.innsofcourt.org-- fosters excellence in
professionalism, ethics, civility, and legal skills. The
organization's membership includes more than 30,000 federal, state,
and local judges; lawyers; law professors; and law students in more
than 360 chapters nationwide and more than 97,000 alumni members.
[*] SIPC Head Issues Statement on Passing of Harvey Miller
----------------------------------------------------------
Stephen Harbeck, president of the Securities Investor Protection
Corporation (SIPC), which maintains a special reserve fund
authorized by Congress to help investors at failed brokerage firms,
issued the following statement on April 27 on the passing of Harvey
Miller, Esq.
"Harvey Miller was the Dean of the Bankruptcy Bar. He was an
innovator, an unparalleled legal strategist, a gentleman, and a
commanding presence in the courtroom.
"Mr. Miller was an expert in brokerage firm insolvency in the
1960s, even before the Securities Investor Protection Act was
enacted in late 1970. He had been counsel to the trustee in the
Ira Haupt & Co. bankruptcy, which grew out of the 'Salad Oil'
scandal. He knew the unique fiduciary problems of a business that
deals with other people's money.
"At SIPC's request, Mr. Miller served as trustee in one of the most
notorious brokerage firm failures in history, the failure of
Stratton Oakmont, the firm made infamous by the film 'The Wolf of
Wall Street.' More recently, he also served as counsel to the
Lehman Brothers Holdings, Inc., and was the principal strategist of
the plan that led to calming the international securities markets
when the Lehman empire collapsed.
"We express our condolences to Mr. Miller's wife, Ruth, and to his
friends and colleagues, on the passing of this towering figure,
whose impact on business reorganization will surely be a permanent
part of American jurisprudence."
About SIPC
The Securities Investor Protection Corporation
--http://www.sipc.org-- is the U.S. investor's first line of
defense in the event of the failure of a brokerage firm owing
customers cash and securities that are missing from customer
accounts. SIPC either acts as trustee or works with an independent
court-appointed trustee in a brokerage insolvency case to recover
funds.
The statute that created SIPC provides that customers of a failed
brokerage firm receive all non-negotiable securities -- such as
stocks or bonds -- that are already registered in their names or in
the process of being registered. At the same time, funds from the
SIPC reserve are available to satisfy the remaining claims for
customer cash and/or securities held in custody with the broker for
up to a maximum of $500,000 per customer. This figure includes a
maximum of $250,000 on claims for cash. From the time Congress
created it in 1970 through December 2013, SIPC has advanced $ 2.1
billion in order to make possible the recovery of $133 billion in
assets for an estimated 772,000 investors.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Brigitte Maria von dem Hagen
Bankr. C.D. Cal. Case No. 15-10812
Chapter 11 Petition filed April 20, 2015
In re Mark Vincent Kaplan
Bankr. C.D. Cal. Case No. 15-16187
Chapter 11 Petition filed April 20, 2015
In re Christian Graber and Eileen Graber
Bankr. N.D. Ind. Case No. 15-10927
Chapter 11 Petition filed April 20, 2015
In re Parilla Grill Rest. Inc.
Bankr. S.D.N.Y. Case No. 15-10990
Chapter 11 Petition filed April 20, 2015
See http://bankrupt.com/misc/nysb15-10990.pdf
Filed Pro Se
In re ECLS Inc.
dba EC Land Surveyors
Bankr. E.D.N.C. Case No. 15-02196
Chapter 11 Petition filed April 20, 2015
See http://bankrupt.com/misc/nceb15-02196.pdf
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
E-mail: dbradford@bradford-law.com
In re Fernando Luis Ortiz Galarza and Sonia Mercedes Villamil
Colon
Bankr. D.P.R. Case No. 15-02899
Chapter 11 Petition filed April 20, 2015
In re Consuelo Hurtado
Bankr. D. Ariz. Case No. 15-04600
Chapter 11 Petition filed April 21, 2015
In re Patrick Lee Kennedy
Bankr. C.D. Cal. Case No. 15-16239
Chapter 11 Petition filed April 21, 2015
In re Barbara Russo and Barbara Russo
Bankr. C.D. Cal. Case No. 15-16293
Chapter 11 Petition filed April 21, 2015
In re Bee Best Bee Removal, Inc.
Bankr. S.D. Cal. Case No. 15-02586
Chapter 11 Petition filed April 21, 2015
See http://bankrupt.com/misc/casb15-02586.pdf
represented by: Gregory Highnote, Esq.
BANKRUPTCY LEGAL GROUP
E-mail: Greg@BankruptcySD.com
In re Larry Wayne Parr
Bankr. D. Colo. Case No. 15-14201
Chapter 11 Petition filed April 21, 2015
In re Saul Louisa and Marie Y Louisa
Bankr. S.D. Fla. Case No. 15-17170
Chapter 11 Petition filed April 21, 2015
In re Shawn T. Montee and Heather M. Montee
Bankr. D. Idaho Case No. 15-20307
Chapter 11 Petition filed April 21, 2015
In re Lisa M. Di Diana
Bankr. N.D. Ill. Case No. 15-14156
Chapter 11 Petition filed April 21, 2015
In re Louisiana Delta Agri Services, LLC
Bankr. W.D. La. Case No. 15-30521
Chapter 11 Petition filed April 21, 2015
See http://bankrupt.com/misc/lawb15-30521.pdf
represented by: Leo A. Miller, Jr., Esq.
E-mail: tressaharvey@hotmail.com
In re Michael E. Sewell and Mary J. Sewell
Bankr. D. Md. Case No. 15-15680
Chapter 11 Petition filed April 21, 2015
In re Minerva Chiropractic Center Inc.
Bankr. N.D. Ohio Case No. 15-60834
Chapter 11 Petition filed April 21, 2015
See http://bankrupt.com/misc/ohnb15-60834.pdf
represented by: David A. Mucklow, Esq.
E-mail: davidamucklow@yahoo.com
In re James Woodie Overstreet
Bankr. S.D. Ala. Case No. 15-01278
Chapter 11 Petition filed April 22, 2015
In re Robert Francis Linn, Jr., and Tammy Orr Linn
Bankr. M.D. Fla. Case No. 15-01801
Chapter 11 Petition filed April 22, 2015
In re Chubby's Chicken Fingers LLC
Bankr. N.D. Fla. Case No. 15-40224
Chapter 11 Petition filed April 22, 2015
See http://bankrupt.com/misc/flnb15-40224.pdf
represented by: Robert C. Bruner, Esq.
E-mail: RobertCBruner@hotmail.com
In re Wayne Earl Dahl
Bankr. N.D. Fla. Case No. 15-50144
Chapter 11 Petition filed April 22, 2015
In re Alfredo Avila and Teresita Marsal-Avila
Bankr. N.D. Ill. Case No. 15-14355
Chapter 11 Petition filed April 22, 2015
In re Scott E. Condon
Bankr. D. Mass. Case No. 15-11533
Chapter 11 Petition filed April 22, 2015
In re Bryson Applegate and Anna Applegate
Bankr. E.D. Mo. Case No. 15-20093
Chapter 11 Petition filed April 22, 2015
In re Gabriel H. Torres
Bankr. D.N.J. Case No. 15-17330
Chapter 11 Petition filed April 22, 2015
In re Frank C. Bernard and Phyllis Ann Bernard
Bankr. E.D.N.C. Case No. 15-02259
Chapter 11 Petition filed April 22, 2015
In re Gregory Bertino
Bankr. E.D. Pa. Case No. 15-12765
Chapter 11 Petition filed April 22, 2015
In re The Verde Portal LLC
Bankr. D. Ariz. Case No.: 15-04762
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/azb15-04762.pdf
represented by: Scott Michael Forrester, Esq.
FORRESTER LAW PRACTICE
E-mail: scott@forresterlawpractice.com
In re Leonarda Guadalupe Aguilar
Bankr. C.D. Cal. Case No. 15-16443
Chapter 11 Petition filed April 23, 2015
In re Frederick P. Weiner
Bankr. C.D. Cal. Case No. 15-16446
Chapter 11 Petition filed April 23, 2015
In re rime Trans, Inc.
Bankr. C.D. Cal. Case No. 15-16447
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/cacb15-16447.pdf
represented by: Michael H. Yi, Esq.
YI & MADROSEN
E-mail: myi@yimadrosenlaw.com
In re Chapman & Chapman, LLC
dba Powerhouse Gym
Bankr. C.D. Cal. Case No. 15-16452
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/cacb15-16452.pdf
represented by: M. Jonathan Hayes, Esq.
SIMON RESNIK HAYES LLP
E-mail: jhayes@srhlawfirm.com
In re Dooley's Water & Energy Solutions, Inc.
Bankr. D. Kan. Case No. 15-10811
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/ksb15-10811.pdf
represented by: Mark J. Lazzo, Esq.
MARK J. LAZZO, P.A.
E-mail: mark@lazzolaw.com
In re Mike Delprete & Sons Trucking, LLC
Bankr. D. Mass. Case No. 15-11570
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/mab15-11570.pdf
represented by: Daniel K. Webster, Esq.
WEBSTER & WEBSTER
E-mail: jnb@websterlaw.org
In re Angela Gethers
Bankr. D. Mass. Case No. 15-11571
Chapter 11 Petition filed April 23, 2015
In re Misook Kim
Bankr. D.N.J. Case No. 15-17505
Chapter 11 Petition filed April 23, 2015
In re ENY Properties
Bankr. E.D.N.Y. Case No. -15-41833
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/nyeb-15-41833.pdf
Filed Pro Se
In re Konrad S. Ortega
Bankr. W.D.N.Y. Case No. 15-10834
Chapter 11 Petition filed April 23, 2015
In re Boltera, Inc.
Bankr. M.D. Pa. Case No. 15-01679
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/pamb15-01679.pdf
represented by: James R. Walsh, Esq.
SPENCE CUSTER SAYLOR WOLFE AND ROSE, LLC
E-mail: jwalsh@spencecuster.com
In re Shafiq A. Sheikh
Bankr. E.D. Pa. Case No. 15-12825
Chapter 11 Petition filed April 23, 2015
In re Cohort Investigation Security Force, Inc.
Bankr. D.P.R. Case No. 15-02972
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/prb15-02972.pdf
represented by: Francisco J. Ramos Gonzalez, Esq.
FRANCISCO J. RAMOS & ASOCIADOS, CSP
E-mail: fjramos@coqui.net
In re Cristaleria Del Sur, Inc.
Bankr. D.P.R. Case No. 15-02976
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/prb15-02976.pdf
represented by: Modesto Bigas Mendez, Esq.
BIGAS & BIGAS
E-mail: modestobigas@yahoo.com
In re Sweetness Sweets, Inc.
Bankr. W.D. Tenn. Case No. 15-23697
Chapter 11 Petition filed April 23, 2015
See http://bankrupt.com/misc/tnwb15-23697.pdf
represented by: Curtis D. Johnson, Jr., Esq.
LAW OFFICE OF JOHNSON AND BROWN, P.C.
E-mail: johnson775756@gmail.com
In re John Joseph Michael and Michelle Bailey Michael
Bankr. W.D. Wash. Case No. 15-12523
Chapter 11 Petition filed April 23, 2015
In re Alfredo Gonzalez Villapando
Bankr. C.D. Cal. Case No. 15-11441
Chapter 11 Petition filed April 24, 2015
In re Hratchia K. Bardakjian
Bankr. C.D. Cal. Case No. 15-16559
Chapter 11 Petition filed April 24, 2015
In re Robert H. Carp
Bankr. D. Mass. Case No. 15-11575
Chapter 11 Petition filed April 24, 2015
In re Everybody's Inn Motel & Mini Mart
Bankr. D. Nev. Case No. 15-50573
Chapter 11 Petition filed April 24, 2015
See http://bankrupt.com/misc/nvb15-50573.pdf
represented by: Alan R. Smith, Esq.
THE LAW OFFICES OF ALAN R. SMITH
E-mail: mail@asmithlaw.com
In re Ho Hum Motel
Bankr. D. Nev. Case No. 15-50574
Chapter 11 Petition filed April 24, 2015
See http://bankrupt.com/misc/nvb15-50574.pdf
represented by: Alan R. Smith, Esq.
THE LAW OFFICES OF ALAN R. SMITH
E-mail: mail@asmithlaw.com
In re Trombley Automotive Group, Inc.
Bankr. N.D.N.Y. Case No. 15-10877
Chapter 11 Petition filed April 24, 2015
See http://bankrupt.com/misc/nynb15-10877.pdf
represented by: Michael D. Assaf, Esq.
ASSAF & SIEGAL
E-mail: massaf@assafandsiegal.com
In re 2425 Route 52 Corp.
dba Lombardi's Italian Restaurant
Bankr. S.D.N.Y. Case No. 15-35744
Chapter 11 Petition filed April 26, 2015
See http://bankrupt.com/misc/nysb15-35744.pdf
represented by: Tracy Jerald Murphy, Esq.
THE LAW OFFICE OF TRACY J. MURPHY, PLLC
E-mail: tracymurphy@tmurphylawfirm.com
In re Merion Investment Properties, LLC
Bankr. E.D.N.C. Case No. 15-02299
Chapter 11 Petition filed April 24, 2015
See http://bankrupt.com/misc/nceb15-02299.pdf
represented by: Patrick Donovan Riley, Esq.
E-mail: priley@prileylaw.com
In re Ivory Trading Company, Inc.
dba Ivory Headwear Co.
Bankr. D. Or. Case No. 15-32026
Chapter 11 Petition filed April 24, 2015
See http://bankrupt.com/misc/orb15-32026.pdf
represented by: Douglas R. Pahl, Esq.
PERKINS COIE LLP - PORTLAND
E-mail: dpahl@perkinscoie.com
In re Beaumont Ventures, LLC
Bankr. S.D. Tex. Case No. 15-32231
Chapter 11 Petition filed April 24, 2015
Filed Pro Se
In re David Gerard Veillette and Jill Greer Veillette
Bankr. D. Ariz. Case No. 15-04963
Chapter 11 Petition filed April 27, 2015
In re Celtic Pubs LLC
Bankr. C.D. Cal. Case No. 15-16594
Chapter 11 Petition filed April 27, 2015
See http://bankrupt.com/misc/cacb15-16594.pdf
represented by: David W. Meadows, Esq.
LAW OFFICES OF DAVID W. MEADOWS
E-mail: david@davidwmeadowslaw.com
In re Mack Wells and Cynthia Wilcoxson Corporation
Bankr. S.D. Fla. Case No. 15-17540
Chapter 11 Petition filed April 27, 2015
Filed Pro Se
In re Thomas W. Hicks and Monique Hicks
Bankr. W.D. Mich. Case No. 15-02525
Chapter 11 Petition filed April 27, 2015
In re BMF Dairy, L.L.C.
Bankr. W.D. Mich. Case No. 15-02526
Chapter 11 Petition filed April 27, 2015
See http://bankrupt.com/misc/miwb15-02526.pdf
represented by: Gary Douglas Huggins, Esq.
BANKRUPTCY CENTER OF MICHIGAN, LLP
E-mail: hugginsgaryd@yahoo.com
In re Jamray LLC
Bankr. D.N.J. Case No. 15-17707
Chapter 11 Petition filed April 27, 2015
See http://bankrupt.com/misc/njb15-17707.pdf
represented by: Kevin S. Quinlan, Esq.
E-mail: ksqesqct@comcast.net
In re David Walsh
Bankr. S.D.N.Y. Case No. 15-22570
Chapter 11 Petition filed April 27, 2015
In re Menichas Usher Inc.
Bankr. S.D.N.Y. Case No. 15-22575
Chapter 11 Petition filed April 27, 2015
Filed Pro Se
In re Steven J. Kruger
Bankr. E.D.N.C. Case No. 15-02326
Chapter 11 Petition filed April 27, 2015
In re Patrick M. Ralph
Bankr. S.D. Tex. Case No. 15-32257
Chapter 11 Petition filed April 27, 2015
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
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.
*** End of Transmission ***