/raid1/www/Hosts/bankrupt/TCR_Public/150520.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, May 20, 2015, Vol. 19, No. 140
Headlines
22ND CENTURY: Files First Quarter 2015 Financial Results
30DC INC: Reports $295,000 Net Loss in Third Quarter
ADVANCED MICRO DEVICES: To Issue 20M Shares Under Incentive Plan
ALEXANDRA TRUST: Court Converts Case to Chapter 7 Proceeding
ALEXANDRA TRUST: Teller Hassell Employment Terms Revised
ALLY FINANCIAL: Offering $1.4 Billion of Senior Notes
ALLY FINANCIAL: Satisfies Tender Offer Financing Condition
ALVION PROPERTIES: Section 341 Meeting Scheduled for June 17
AMERICAN AIRLINES: S&P Retains 'BB' Rating on $1.867BB Term Loan
AMERICAN APPAREL: Sued by Former CEO for Alleged Defamation
AMERICAN ENERGY - MARCELLUS: S&P Lowers CCR to 'CCC+'
AMPLIPHI BIOSCIENCES: Amends Warrants to Eliminate "Down-Round"
AMPLIPHI BIOSCIENCES: Incurs $14.8 Million Net Loss in Q1
ANDALAY SOLAR: Needs More Time to File Q1 Form 10-Q
ANDERTON DEVELOPMENT: Case Summary & 11 Top Unsecured Creditors
AOXING PHARMACEUTICAL: Posts $830,000 Net Profit in 3rd Quarter
AWAL FINANCE: Court Recognizes Case as Foreign Proceeding
AZIZ CONVENIENCE STORES: Sells 206-Acre Property for $4.5-Mil.
BONANZA CREEK: S&P Lowers Rating on Sr. Unsecured Notes to 'CCC+'
BOREAL WATER: Posts $302,000 Net Loss in First Quarter
C&K MARKET: Lenders' Summary Judgment Motion Partially Granted
CALANDO PHARMACEUTICALS: Trustee Selling Rights to Assets, License
CANCER GENETICS: Shareholders Elect 8 Directors
CASPIAN SERVICES: Delays Form 10-Q for March 31 Quarter
CEETOP INC: Needs More Time to File Q1 Form 10-Q
CHINA GINSENG: Posts $569,000 Net Loss in Third Quarter
CLIMATE CONTROL: Case Summary & 20 Largest Unsecured Creditors
COATES INTERNATIONAL: Posts $2.81 Million Net Loss in First Quarter
COMDISCO HOLDING: Reports Financial Results for Fiscal Q2 2015
COOPER-STANDARD HOLDINGS: S&P Affirms 'BB-' Corp. Credit Rating
CORD BLOOD: Hikes Authorized Capital Stock to 2.8-Bil. Shares
CORINTHIAN COLLEGES: Section 341(a) Meeting Set for June 12
CROSBY NATIONAL: Has Until May 28 to File Schedules and Statements
CRYOPORT INC: Obtains $5.7 Million From Private Placement
CUI GLOBAL: Files Financial Statements of Tectrol
DEB STORES: Can Use Cash Collateral Until July 4
DEERFIELD RANCH: Adequate Protection for Growers Approved
DIA-DEN LTD: Proposes Hoover Slovaceck as Counsel
DUER WAGNER: Oil Price Slump Sends Co. to Bankruptcy
DYNASIL CORP: Posts $127,000 Net Loss in First Quarter
ELBIT IMAGING: Subsidiary to Sell Koregaon Park for EUR35-Mil.
EPAZZ INC: Incurs $7.6 Million Net Loss in 2014
EPICOR SOFTWARE: S&P Affirms 'B' CCR & Rates $1.5BB Loans 'B'
ERG INTERMEDIATE: U.S. Trustee Forms Creditors Committee
FAMILY CHRISTIAN: Amends Schedules of Assets and Liabilities
FAMILY CHRISTIAN: Brookwood Hiring Approved After Changes
FAMILY CHRISTIAN: Burr & Forman Approved as Bankruptcy Co-Counsel
FAMILY CHRISTIAN: Epiq Approved as Claims and Noticing Agent
FAMILY CHRISTIAN: Keller & Almassian Approved as Co-Counsel
FAMILY CHRISTIAN: Miller Johnson Approved as Committee Co-Counsel
FAMILY CHRISTIAN: Resurgence Approved as Financial Advisor
FAYE STEWART: Voluntary Chapter 11 Case Summary
FEDERATION EMPLOYMENT: Files Schedules of Assets and Liabilities
FIRST DATA: Files Form 10-Q, Posts $112 Million Net Loss in Q1
FULLCIRCLE REGISTRY: Posts $215,000 Net Loss in First Quarter
GENERAL STEEL: Receives Noncompliance Notice From NYSE
GREAT PLAINS: Trustee and Objectors to Split Mediator's Retainer
GUIDED THERAPEUTICS: Posts $1.2 Million Net Loss in First Quarter
HEXION INC: Reports $34 Million Net Loss in First Quarter
IMH FINANCIAL: Incurs $3.5 Million Net Loss in First Quarter
INTERNATIONAL BRIDGE: Section 341(a) Meeting Set for June 8
ISTAR FINANCIAL: Fitch to Withdraw Company Ratings in 30 Days
J.C. PENNEY: Fitch Affirms 'CCC' Issuer Default Ratings
JAMES RIVER: Perella Weinberg Monthly Fees Reduced
JODY L. KEENER: Super Wings' Motion to Dismiss Denied
KENTWOOD ECONOMIC: Fitch Affirms 'BB+' Rating on Series 2012 Bonds
KID BRANDS: Committee Taps ASK to Pursue Avoidance Actions
LIBERATOR INC: Incurs $166,000 Net Loss in Third Quarter
LIFE TIME: S&P Assigns 'B' CCR & Rates $1.3BB Secured Loans 'BB-'
LONESTAR GEOPHYSICAL: Case Summary & 3 Top Unsecured Creditors
LONESTAR GEOPHYSICAL: Files for Chapter 11 in Oklahoma City
LSI RETAIL: Creditors Have Until June 8 to File Proofs of Claim
LUNA GOLD: Enters Into Second Forbearance Agreement Amendment
MAGNETATION LLC: Has Authority to Assume Technology License Deal
MARCO CANTU: Settlement Belongs to Bankruptcy Estate
MARCO CANTU: Trial Court's Decision Reversed
MARRONE BIO: Receives NASDAQ Listing Non-Compliance Notice
MARTIN D. FRANTZ: Motion for Dismissal or Reconversion Denied
MEDICURE INC: Posts C$100K Net Income in First Quarter
METALICO INC: Delays Form 10-Q for March 31 Quarter
MOUNTAIN PROVINCE: Posts C$571K Net Loss in First Quarter
MUD KING: Oilwell Wins $400,000 in Trade Secrets Suit
N-VIRO INTERNATIONAL: Incurs $486,000 Net Loss in First Quarter
NET ELEMENT: Incurs $2.24 Million Net Loss in First Quarter
NET ELEMENT: Oleg Firer Reports 6.8% Equity Stake as of April 30
NGPL PIPECO: Natural Gas Transporter Could Falter Next Year
NOBLE IRON: OSC Grants Temporary Management Cease Trade Order
OAS FINANCE: Liquidators Seek U.S. Recognition of BVI Proceedings
OLLIE'S BARGAIN: S&P Affirms 'B' Rating on Term Loan Due 2019
ONE SOURCE: Adequate Protection Payments for Engs Approved
ONE SOURCE: Adequate Protection Payments to GE Okayed
ONE SOURCE: Adequate Protection Payments to PACCAR Approved
OPTIMUMBANK HOLDINGS: Posts $182,000 Net Loss in First Quarter
PASSAIC HEALTHCARE: Gets Final Nod to Use Lenders' Cash Collateral
PATRIOT COAL: Proposes $100MM of Financing from Existing Lenders
PATRIOT COAL: Seeks to Perform Under Coal Sale Contracts
PATRIOT COAL: Taps Prime Clerk as Claims & Noticing Agent
PEPPERTREE VILLAS: Files for Ch. 11 to Disband Association
PLANTRONICS INC: S&P Assigns 'BB' CCR, Outlook Stable
PLASTIC2OIL INC: Incurs $860,000 Net Loss in First Quarter
PLY GEM HOLDINGS: Stockholders Elect 3 Directors
PTC SEAMLESS: Meeting of Creditors Set for June 3
PTC SEAMLESS: U.S. Trustee Forms Creditor's Committee
QUEST SOLUTION: Posts $422,000 Net Loss in First Quarter
QUICKSILVER RESOURCES: Houlihan Lokey Approved as Financial Advisor
RADIOSHACK CORP: Asks Court to Extend Deadline to Remove Suits
RANCH 967: Files Schedules of Assets and Liabilities
RECYCLE SOLUTIONS: Has Until July 3 for Lease-Related Decisions
RETROPHIN INC: Posts $39.7 Million Net Income in First Quarter
RICEBRAN TECHNOLOGIES: Closes on $8 million 3-Year Debt Facility
RICHARD G. ROCK: Bank of America Wins Dismissal of Lawsuit
RIENZI & SONS: Files Schedules of Assets and Liabilities
SABINE OIL: Appoints Jonathan Foster as Director
SHILOH INDUSTRIES: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
SIGA TECHNOLOGIES: Guggenheim Hiring Okayed After Changes
STELLAR BIOTECHNOLOGIES: Expands Online Communications Channels
TLO LLC: Order Denying Myhre's Bid for More Discovery Time Upheld
TS EMPLOYMENT: Can File Schedules Until June 3
TS EMPLOYMENT: Creditors' Meeting Moved to July 16
USA SYNTHETIC: Files Schedules of Assets and Liabilities
VERSO PAPER: Incurs $122 Million Net Loss in First Quarter
VICTOR OOLITIC: Back on Solid Ground, Doubling Yearly Excavation
VYCOR MEDICAL: Posts $806,000 Net Loss in First Quarter
WALTER ENERGY: Brian Chopin Named Acting Chief Accounting Officer
WASH TECHNOLOGIES: Case Summary & 11 Largest Unsecured Creditors
XRPRO SCIENCES: Posts $1.48 Million Net Loss in First Quarter
ZYNEX INC: Reports $896,000 Net Loss in First Quarter
[*] Duston McFaul Joins Sidley Austin as Bankruptcy Partner
[*] Etihad Says Largest U.S. Airlines Reap Chapter 11 Benefits
*********
22ND CENTURY: Files First Quarter 2015 Financial Results
--------------------------------------------------------
22nd Century Group, Inc., has filed its first quarter 2015 report
on Form 10-Q with the U.S. Securities and Exchange Commission and
provided a business update for investors on a conference call held
on May 12.
Henry Sicignano III, president and chief executive officer of 22nd
Century Group, together with John T. Brodfuehrer, chief financial
officer, will conduct the call. Interested parties are invited to
participate in the call by dialing: 877-852-6583 and using
Conference ID 7352193.
The conference call will consist of an overview summary of the
financials presented in the Company's first quarter 2015 Form 10-Q
and a discussion of business highlights and updates. Immediately
thereafter, there will be a question and answer segment open to all
callers.
Going forward, the Company expects to generate revenue in excess of
$1.5 million in the second quarter of 2015, and substantially more
than $5 million in revenue for the year.
For three months ended March 31, 2015, net revenue was $616,000
compared to $448,000 of net revenue for the three months ended
March 31, 2014. The first quarter 2015 net revenues of $616,000
were generated from the manufacture and sale of a third-party MSA
cigarette brand, filtered cigars, and our own proprietary cigarette
brand, RED SUN. The first quarter 2014 net revenues consisted of
$448,000 generated from the sale of SPECTRUM research cigarettes to
the National Institute on Drug Abuse.
For the three months ended March 31, 2015, the Company reported an
operating loss of $4.1 million as compared to an operating loss in
the amount of $1.2 million for the three months ended March 31,
2014. The increase in the operating loss of $2.9 million is
primarily the result of increases in General and Administrative
expenses of approximately $2.6 million (of which $2.1 million of
the increase pertained to non-cash equity based compensation), and
Sales and Marketing expenses of approximately $100,000, and a
decrease in gross profit of approximately $300,000.
The Company's net loss for the three months ended March 31, 2015,
was $4.1 million, or ($0.06) per share, as compared to a net loss
of $5.3 million, or ($0.09) per share, for the three months ended
March 31, 2014; a decrease in the net loss of approximately $1.2
million. The reduction in the net loss is primarily attributable
to a decrease in the non-cash change in the fair value of
derivatives (warrant liability) in the approximate amount of $4.1
million, partially offset by the $2.9 million increase in the
operating loss discussed.
A full-text copy of the press release is available for free at:
http://is.gd/AjABvO
About 22nd Century
Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.
22nd Century reported a net loss of $15.6 million on $529,000 of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$26.2 million on $7.27 million of revenue during the prior year.
30DC INC: Reports $295,000 Net Loss in Third Quarter
----------------------------------------------------
30DC, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $295,000 on
$100,300 of total revenue for the three months ended March 31,
2015, compared to a net loss of $218,000 on $266,000 of total
revenue for the same period in 2014.
For the nine months ended March 31, 2015, the Company reported a
net loss of $482,000 on $977,000 of total revenue compared to net
income of $112,000 on $2.41 million of total revenue for the same
period last year.
As of March 31, 2015, the Company had $2.49 million in total
assets, $2.24 million in total liabilities and $252,000 in total
stockholders' equity.
The Company had a cash balance of $44,100 at March 31, 2015, and
the Company had a working capital deficit of $1.96 million. To
fund working capital for the next 12 months, the Company expects to
raise capital and to improve the results of operations from
increasing revenue as well as a reduction in operating costs.
"No commitments to provide additional funds have been made and
there can be no assurance that any additional funds will be
available to cover expenses as they may be incurred. If the
Company is unable to raise additional capital or encounters
unforeseen circumstances, it may be required to take additional
measures to conserve liquidity, which could include, but not
necessarily be limited to, issuance of additional shares of the
Company's stock to settle operating liabilities which would dilute
existing shareholders, curtailing its operations, suspending the
pursuit of its business plan and controlling overhead expenses.
The Company cannot provide any assurance that new financing will be
available to it on commercially acceptable terms, if at all. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in the report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/plKj7e
About 30DC Inc.
New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses. It operates in two divisions, 30 Day Challenge and
Immediate Edge.
ADVANCED MICRO DEVICES: To Issue 20M Shares Under Incentive Plan
----------------------------------------------------------------
Advanced Micro Devices, Inc., filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
20 million shares of common stock issuable under the Company's
2004 Equity Incentive Plan. The proposed maximum aggregate
offering price is $46.6 million. A copy of the regulatory filing
is available for free at http://is.gd/MYvYY1
About Advanced Micro Devices
Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.
For the year ended Dec. 27, 2014, the Company reported a net loss
of $403 million on $5.50 billion of net revenue compared to a net
loss of $83 million on $5.29 billion of net revenue for the year
ended Dec. 28, 2013.
As of March 28, 2015, the Company had $3.42 billion in total
assets, $3.41 billion in total liabilities and $17 million in
total stockholders' equity.
* * *
As reported by the TCR on April 22, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Sunnyvale,
Calif.-based Advanced Micro Devices Inc. to B- from B. "The
downgrade reflects AMD's recently sharpened revenue declines, weak
industry conditions and intense competition from Intel in PC
markets, and the challenges it faces to grow in targeted
enterprise, embedded, and semi-custom product markets to offset PC
business declines," said Standard & Poor's credit analyst John
Moore.
As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to
'B-' from 'CCC'. The upgrade primarily reflects AMD's improved
financial flexibility from recent refinancing activity, which
extends meaningful debt maturities until 2019.
In the April 24, 2015, edition of the TCR, Moody's Investors
Service lowered Advanced Micro Devices, Inc's corporate family
rating to B3 from B2. The downgrade of the corporate family rating
to B3 reflects AMD's prospects for operating losses over the next
year and negative free cash flow, in contrast to our previous
expectations of modest profitability and positive free cash flow.
ALEXANDRA TRUST: Court Converts Case to Chapter 7 Proceeding
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
converted the Chapter 11 bankruptcy case of Alexandra Trust to
Chapter 7 proceedings at the behest of Vicksburg Hotel LLC. The
Court denied the Debtor's voluntary motion to dismiss its case, and
the motion by Don Bailey for appointment of a Chapter 11 trustee.
As reported in the Troubled Company Reporter on March 13, 2015,
Vicksburg filed a joinder on Don Bailey's trustee motion stating
that Alexandra and Avondale Shipyards, Inc., failed to pay
attorneys' fees to four different Mississippi law firms. Motions
to withdraw from representation were filed. Deadlines were running
in the Mississippi lawsuits and Alexandra and Avondale were unable
to find replacement counsel.
Vicksburg added that given that one of the co-trustees of the
debtor, Richard Sterritt's history of abuse of the court system,
Alexandra's lack of business operations, gross mismanagement of the
Debtor and the bad faith filing of the Chapter 11, the Court must
convert the case to a Chapter 7 if it does not appoint a chapter 11
trustee.
Vicksburg asked the Court to convert the case, arguing that
conversion is in the best interest of the bankruptcy estate,
creditors and parties-in-interest. Vicksburg explained that a
Chapter 7 trustee can evaluate the bankruptcy estate's claims,
determine whether to pursue them, dismiss them or settle them, and
bring the Mississippi Litigation to a conclusion.
About Alexandra Trust
Garland, Texas-based Alexandra Trust sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
14-35049) on Oct. 20, 2014. The case is assigned to Judge Barbara
J. Houser. The Debtor's counsel is Arthur I. Ungerman, Esq., in
Dallas, Texas. In a revised schedules, the Debtor disclosed $861
million in assets and $4.57 million in liabilities as of the
Chapter 11 filing. The petition was signed by Richard Dale
Sterritt, Jr., trustee.
Don Bailey, a scheduled creditor, says the Debtor is not really a
business to be reorganized. Its assets, other than a debt-free
residential property, are claimed interests in 22 entities plus
seven potential lawsuits which the Debtor apparently intends to
file in its name to resolve, among other issues, ownership of
several of those entities.
ALEXANDRA TRUST: Teller Hassell Employment Terms Revised
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the second amended request filed by Alexandra Trust to
employ B. Blake Teller of Teller, Hassell & Hopson, LLP ("TH&H") as
special counsel.
According to court documents, the payment of all fees and expenses
to B. Blake Teller, G. Philip Schrader, IV and Lauren Roberts
Caepart will be subject to approval of the Court; and any fees
approved by the Court will be paid by Sarah Sterritt, individually,
and will not be paid by the Debtor's estate.
As reported in the Troubled Company Reporter on Dec. 1, 2014, Mr.
Teller will represent the Debtor in litigation matters concerning
property and other assets of the Debtor located in Vicksburg,
Mississippi.
The compensation to be paid to TH&H shall be based upon the
following hourly rates:
Blake Teller $225
G. Philip Schrader, IV. $175
Lauren Roberts Caepart $175
TH&H will also be reimbursed for reasonable out-of-pocket expenses
incurred.
TH&H has been paid a retainer of $5,000.00 in connection with this
proceeding.
B. Blake Teller 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.
TH&H can be reached at:
B. Blake Teller, Esq.
TELLER, HASSELL & HOPSON, LLP
1201 Cherry St.
Vicksburg, MS 39183
Tel: (601) 636-6565
About Alexandra Trust
Garland, Texas-based Alexandra Trust sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
14-35049) on Oct. 20, 2014. The case is assigned to Judge Barbara
J. Houser. The Debtor's counsel is Arthur I. Ungerman, Esq., in
Dallas, Texas. In a revised schedules, the Debtor disclosed $861
million in assets and $4.57 million in liabilities as of the
Chapter 11 filing. The petition was signed by Richard Dale
Sterritt, Jr., trustee.
Don Bailey, a scheduled creditor, says the Debtor is not really a
business to be reorganized. Its assets, other than a debt-free
residential property, are claimed interests in 22 entities plus
seven potential lawsuits which the Debtor apparently intends to
file in its name to resolve, among other issues, ownership of
several of those entities.
ALLY FINANCIAL: Offering $1.4 Billion of Senior Notes
-----------------------------------------------------
Ally Financial Inc. filed with the Securities and Exchange
Commission a free writing prospectus relating to the offering of
$1,000,000,000 3.600% senior notes due 2018. Interests on the
Notes are due semi-annually, in arrears on May 21 and November 21
of each year, until maturity, commencing Nov. 21, 2015.
Ally is separately offering $400,000,000 of 4.625% Senior Notes due
2022. Interest on the Notes are payable semi-annually, in arrears
on May 19 and November 19 of each year, until maturity, commencing
Nov. 19, 2015.
Joint Book-Running Managers: Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC
Co-Managers: BMO Capital Markets Corp.
CIBC World Markets Corp.
Lloyds Securities Inc.
Scotia Capital (USA) Inc.
U.S. Bancorp Investments, Inc.
Cabrera Capital Markets, LLC
C.L. King & Associates, Inc.
Drexel Hamilton, LLC
MFR Securities, Inc.
Samuel A. Ramirez & Company, Inc.
A full-text copy of the FWP is available for free at:
http://is.gd/SlP5WP
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
ALLY FINANCIAL: Satisfies Tender Offer Financing Condition
----------------------------------------------------------
Ally Financial Inc. has further amended its tender offer statement
on Schedule TO which was originally filed with the Securities and
Exchange Commission on April 23, 2015, relating to the offer by
Ally to purchase for cash up to 13,000,000 outstanding shares of
its Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A,
liquidation amount $25.00 per share, at $26.65 per Series A Share,
upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated April 23, 2015.
The purpose of the amendment was to indicate that the Financing
Condition set forth in the Offer to Purchase has been satisfied.
The "Financing Condition" refers to the Company having raised net
proceeds through one or more issuances of debt or equity in the
public or private markets, on terms reasonably satisfactory to the
Company, sufficient to purchase all Series A Shares accepted for
purchase by us pursuant to the Offer and to pay all fees and
expenses in connection with the Offer.
The total amount of funds required to purchase the maximum number
of 13,000,000 Series A Shares is approximately $346,450,000
(excluding estimated transaction expenses)."
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
ALVION PROPERTIES: Section 341 Meeting Scheduled for June 17
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Alvion Properties,
Inc., will be held on June 17, 2015, at 10:00 a.m. at 341 Mtg.
Benton. Creditors have until Sept. 15, 2015, to file their proofs
of claim.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Alvion Properties, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ill. Case No. 15-40462) on May 14, 2015. Karnes
Medley signed the petition as president. The Debtor disclosed
total assets of $1 billion and total debts of $2.7 million in its
petition. Judge Laura K. Grandy presides over the case. Antonik
Law Offices serves as the Debtor's counsel.
AMERICAN AIRLINES: S&P Retains 'BB' Rating on $1.867BB Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' issue rating
and '1' recovery rating on American Airlines Inc.'s $1.867 billion
term loan B are unaffected by the company's recent repricing and
extension of the facility.
The company repriced its term loan B and extended the loan's
maturity by one year to June 2020. The term loan is secured by
American's South American international route authorities, related
takeoff and landing slots, and foreign airport gate leaseholds.
S&P's 'B+' corporate credit rating on American Airlines Group Inc.,
and its subsidiary American Airlines Inc., is based on its solid
competitive position and strong earnings and cash flow, which the
high-risk characteristics of the airline industry, a substantial
debt burden, and heavy capital spending offset. American is
benefiting greatly from lower oil prices, as it does not hedge its
exposure to jet fuel prices, and a generally favorable industry
revenue outlook. However, its non-fuel costs are increasing, with
higher labor costs under its new pilot contract and increasing
ownership costs as the airline modernizes its aircraft fleet.
Still, S&P expects that American's earnings will be robust and that
its credit measures will improve in 2015.
RATINGS LIST
American Airlines Inc.
Corporate Credit Rating B+/Positive/--
Ratings Unaffected
American Airlines Inc.
$1.867 billion term loan B BB
Recovery Rating 1
AMERICAN APPAREL: Sued by Former CEO for Alleged Defamation
-----------------------------------------------------------
Former Chief Executive Officer Dov Charney filed a lawsuit against
American Apparel, Inc. and its Chairman in the Superior Court of
the State of California (Case No. BC 581602), alleging defamation
and false light, according to a document filed with the Securities
and Exchange Commission.
"The Company believes that those claims are without merit and
intends to vigorously dispute the validity of these claims.
However, the Company is unable to predict the financial outcome of
this matter at this time, and any views formed as to the viability
of these claims or the financial exposure which could result may
change from time to time as the matter proceeds through its course.
Should this matter be decided against the Company, it could not
only incur liability but also suffer reputational harm," the
Company said in the filing.
About American Apparel
American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based
in downtown Los Angeles, California. As of Sept. 30, 2014,
American Apparel had approximately 10,000 employees and operated
245 retail stores in 20 countries including the United States and
Canada. American Apparel also operates a global e-commerce site
that serves over 60 countries worldwide at
http://www.americanapparel.com. In addition, American Apparel
operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
American Apparel reported a net loss of $68.81 million in 2014, a
net loss of $106.29 million in 2013 and a net loss of $37.27
million in 2012.
As of March 31, 2015, the Company had $271.28 million in total
assets, $415.59 million in total liabilities and a $144.3 million
total stockholders' deficit.
* * *
The TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2. The clothing retailer's probability of default was also
lowered one level and the outlook is negative.
As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is
negative.
AMERICAN ENERGY - MARCELLUS: S&P Lowers CCR to 'CCC+'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based oil and gas exploration and
production company American Energy - Marcellus LLC (AEM) to 'CCC+'
from 'B-'. The outlook is negative.
S&P also lowered its issue-level rating on the company's first-lien
debt to 'CCC+' from 'B-' and its recovery rating to '4' from '3'.
The '4' recovery rating reflects S&P's estimate of average (30% to
50%, upper end of the range) recovery to creditors in the event of
a default. S&P also lowered its issue-level rating on the
company's second-lien debt to 'CCC-' from 'CCC' with a recovery
rating of '6', reflecting our estimate of negligible (0% to 10%)
recovery to creditors in the event of a default.
"The downgrade reflects our increased estimates for leverage over
the next one to two years because AEM has significantly reduced
capital spending plans and production targets in response to lower
commodity prices," said Standard & Poor's credit analyst Carin
Dehne-Kiley.
S&P's ratings on AEM reflect S&P's view of the company's
"vulnerable" business risk profile, "highly leveraged" financial
risk profile, and "less than adequate" liquidity. S&P has revised
its assessment of AEM's liquidity to "less than adequate" from
"adequate," because S&P now estimates liquidity sources will exceed
uses by less than 1.2x over the next 12 months.
The negative outlook reflects S&P's view that liquidity could
deteriorate significantly over the next year, if the company does
not raise external capital.
S&P would likely lower the rating if the company's liquidity
deteriorated, and S&P believed a default was likely over the next
12 months without an unforeseen positive development.
S&P could revise the outlook to stable if it believes liquidity
sources would cover uses for the next 12 months, which would most
likely occur if the company were able to raise external capital and
ramp up drilling to grow production.
AEM was founded in July 2013 to focus on the Marcellus shale play
in West Virginia, and closed on its first acquisition in August
2014. The company holds 45,000 net acres in the Marcellus shale,
with exposure to natural gas, natural liquids (NGLs), and oil.
AMPLIPHI BIOSCIENCES: Amends Warrants to Eliminate "Down-Round"
---------------------------------------------------------------
AmpliPhi Biosciences Corporation disclosed it negotiated and
executed an amendment with holders representing more than
two-thirds of certain warrants issued by the Company in connection
with private placement of the Company's Series B Redeemable
Preferred Stock in June and July 2013 and the Company's private
placement of common stock in December 2013. The Warrant Amendment
eliminates certain "down-round" price protection features that were
originally included in these warrant agreements.
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.
As of March 31, 2015, the Company had $38.6 million in total
assets, $39.35 million in total liabilities, $2.32 million in
series B redeemable convertible preferred stock, and a $3.07
million stockholders' deficit.
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.
AMPLIPHI BIOSCIENCES: Incurs $14.8 Million Net Loss in Q1
---------------------------------------------------------
Ampliphi Biosciences Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $14.8 million on
$102,000 of revenue for the three months ended March 31, 2015,
compared to a net loss attributable to common stockholders of $11.6
million on $104,000 of revenue for the same period last year.
As of March 31, 2015, the Company had $38.6 million in total
assets, $39.4 million in total liabilities, $2.32 million in series
B redeemable convertible preferred stock, and a $3.07 million
stockholders' deficit.
The Company has incurred net losses since inception through March
31, 2015, of $377 million, of which $315.5 million was incurred as
a result of the Company's prior focus on gene therapy in fiscal
years 2010 and earlier. The Company has not generated any product
revenues and does not expect to generate revenue from product
candidates in the near term.
The Company had cash and cash equivalents of $16.6 million and $6.6
million at March 31, 2015, and Dec. 31, 2014, respectively.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Gi7O08
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.
ANDALAY SOLAR: Needs More Time to File Q1 Form 10-Q
---------------------------------------------------
Andalay Solar, Inc., said in a regulatory filing with the
Securities and Exchange Commission it was unable to file its
quarterly report on Form 10-Q for the three months ended March 31,
2015, by the
May 15, 2015, filing date applicable to smaller reporting companies
due to a delay experienced by the Company in completing its
financial statements and other disclosures in the Quarterly Report.
As a result, the Company is still in the process of compiling
required information to complete the Quarterly Report and financial
statements for the quarter ended March 31, 2015, to be incorporated
in the Quarterly Report. The Company anticipates that it will file
the Quarterly Report no later than the fifth calendar day following
the prescribed filing date.
About Andalay Solar
Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems. In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel. This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim. In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent. This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel. A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.
For the year ended Dec. 31, 2014, the Company incurred a net loss
attributable to common stockholders of $1.87 million on $1.28
million of net revenue compared to a net loss attributable to
common stockholders of $3.85 million on $1.12 million of net
revenue in 2013.
As of Dec. 31, 2014, the Company had $2.56 million in total assets,
$5.51 million in total liabilities and a $2.95 million
stockholders' deficit.
Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company's significant operating losses and
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.
ANDERTON DEVELOPMENT: Case Summary & 11 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Anderton Development Partnership, L.P.
Louise H. Anderton, General Partner
c/o John C. Andrews
8235 Douglas Avenue, Suite 1120
Dallas, TX 75225
Case No.: 15-32138
Chapter 11 Petition Date: May 18, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Jonathan L. Howell, Esq.
MCCATHERN, PLLC
3710 Rawlins Street, Suite 1600
Dallas, TX 75219
Tel: (214) 273-6409
Fax: (214) 741-4717
Email: jhowell@mccathernlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Louise H. Anderton, general partner.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-32138.pdf
AOXING PHARMACEUTICAL: Posts $830,000 Net Profit in 3rd Quarter
---------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net profit of $830,000 on $6.59 million of sales for the three
months ended March 31, 2015, compared with a net loss of $1.91
million on $2.44 million of sales for the same period in 2014.
For the nine months ended March 31, 2015, the Company reported net
profit of $1.42 million on $17.6 million of sales compared to a net
loss of $6.18 million on $9.48 million of sales for the same period
last year.
As of March 31, 2015, the Company had $46.2 million in total
assets, $42.2 million in total liabilities and $4.09 million in
total equity.
The Company's cash balance as of March 31, 2015, was $4.79 million,
compared to $2.33 million as of June 30, 2014. The Company's
improved its cash position by generating $5.1 million in operating
cash flow and $0.3 million from financing activities, which was
partially offset by $3.0 million that it invested in property and
equipment to expand its factory.
The Company has incurred operating losses in the past and had an
accumulated deficit of $62.5 million as of March 31, 2015. In
addition, the Company had negative working capital of $19.5 million
as of March 31, 2015. The Company's history of operating losses
and lack of binding financing commitments raised substantial doubt
of its ability to continue as an ongoing concern, according to the
report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/6Jthy4
About Aoxing
Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey-
based specialty pharmaceutical company. The Company is engaged in
the development, production and distribution of pain-management
products, narcotics and other drug-relief medicine.
In its report on the consolidated financial statements for the
year ended June 30, 2014, BDO China Shu Lun Pan Certified Public
Accountants LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.
The Company reported a net loss of $8.63 million for the fiscal
year ended June 30, 2014, compared to a net loss of $17.3 million
last year.
AWAL FINANCE: Court Recognizes Case as Foreign Proceeding
---------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York issued an order recognizing the
bankruptcy proceedings of Awal Finance Company (No. 5) Limited et
al. filed under Part V of the Companies Law of the Cayman Islands
(2013 Revision) and currently pending before the Grand Court of the
Cayman Islands as "foreign main proceedings" pursuant to section
1517 of the U.S. Bankruptcy Code and related relief under Chapter
15.
About Awal SPVs
Awal Finance Company (No. 5) Limited et al., are special purpose
investment vehicle established by Awal Bank to hold specific
investment securities.
Awal Finance and other SPVs on Nov. 16, 2009, commenced insolvency
proceedings, under Cayman Islands law, currently pending before the
Grand Court of the Cayman Islands, Financial Services Division.
The SPVs filed Chapter 15 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 15-10652) in Manhattan on March 19, 2015 to seek U.S.
recognition of the Cayman proceedings.
Christopher Dorrien Johnson, Russell Homer, Bruce Alexander Mackay,
and Geoffrey Lambert Carton-Kelly, in their capacity as the Joint
Official Liquidators, signed the Ch. 15 petitions. The JOLs are
represented in the U.S. cases by David Molton, Esq., at Brown
Rudnick LLP, in New York.
About Awal Bank
Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group. Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.
Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans. Stewart Hey,
Esq., at Charles Russell LLP, as external administrator of Awal
Bank, made a voluntary petition under Chapter 15 of the U.S.
Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923) on
Sept. 30, 2009, following the administration proceedings.
In 2010, the bank began experiencing a liquidity squeeze brought,
in part, by the global economic crisis. The bank ceased to operate
as a going concern since it was place into administration.
Awal Bank filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-15518) in Manhattan on Oct. 21, 2010. Awal Bank exited U.S.
bankruptcy protection in 2012. Awal Bank was represented in the
U.S. proceedings by lawyers at Brown Rudnick LLP.
AZIZ CONVENIENCE STORES: Sells 206-Acre Property for $4.5-Mil.
--------------------------------------------------------------
U.S. Bankruptcy Judge Richard S. Schmidt has authorized Aziz
Convenience Stores, L.L.C., to sell its 205.88-acre real property
located in Hidalgo County, Texas, to Teak Kim.
Greenwich Investors XLV Trust 2013-1 holds secured by the real
estate property. Judge Schmidt orders that Greenwich will provide
to counsel for the Debtor and the escrow agent a written payoff
statement setting forth all amounts claimed by Greenwich pursuant
to the Notes.
On April 6, 2014, the Debtor received an unimproved property
contract on the property from Kim in the amount of $4,500,000. The
terms of the sale contract are a cash purchase with a proposed
closing date of May 4, 2014. Kim deposited $50,000 in earnest
money with Sierra Title Company.
The terms of the sale are as follows:
(a) Greenwich will be paid $3,962,275.471 from the sale proceeds;
(b) The Debtors are authorized to pay such taxes, closing costs,
and broker's fees related to the proposed Sale, without further
approval from the Court;
(c) The sale of the Property will be free and clear of all liens
and encumbrances; and
(d) Any remaining Proceeds will be maintained by the Debtor in an
account separate from any existing DIP accounts held by the Debtor.
All alleged lienholders other than Greenwich will receive
replacement liens in any excess sale proceeds remaining after
payment of Greenwich's claim and costs.
Greenwich said does not oppose the sale of the Property as long as
Greenwich is paid at closing the amount it is owed as of closing
pursuant to the three notes and deeds of trust it holds with
respect to the Property.
Greenwich is represented by:
Walker & Twenhafel LLP
Mark A. Twenhafel, Esq.
Mark W. Walker, Esq.
P. O. Drawer 3766
McAllen, Texas 78502-3766
Tel: (956) 687-6225 ext. 203 /202
Fax: (956) 686-1276
E-mail: markt@rgvlawyers.com
mwalker@rgvlawyers.com
About Aziz Convenience
Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.
The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas. It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.
The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.
BONANZA CREEK: S&P Lowers Rating on Sr. Unsecured Notes to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Denver, Co.-based independent oil and gas
exploration and production (E&P) company Bonanza Creek Energy Inc.
At the same time, S&P lowered its issue-level ratings on the
company's senior unsecured notes to 'CCC+' from 'B-' and revised
the recovery rating to '6' from '5', indicating S&P's expectation
of negligible (0% to 10%) recovery in the event of a payment
default. The rating action reflects the higher elected commitment
under the company's revolver (to $500 million from $400 million)
combined with a slightly lower distressed case PV-10 valuation
(based on $50 West Texas Intermediate (WTI) and $3.50 Henry Hub
natural gas pricing), based on April 1, 2015, proved reserves. The
outlook is stable.
"The stable outlook reflects our expectation that Bonanza Creek
will maintain satisfactory financial measures and "adequate"
liquidity," said Standard & Poor's credit analyst Daniel Krauss.
"While we expect the company will outspend cash flows by a fair
amount in 2015, management was proactive in issuing about $200
million in equity in February 2015 to fund this shortfall," said Mr
Krauss.
The ratings on Bonanza Creek Energy Inc. reflect S&P's assessment
of the company's business risk profile as "vulnerable", financial
risk profile as "aggressive", and liquidity as "adequate." These
assessments reflect S&P's view of Bonanza's small asset base and
production levels, lack of geographical diversification, aggressive
growth strategy, relatively limited operating track record,
spending levels in excess of projected operating cash flows, and
participation in the highly cyclical and capital intensive oil and
gas industry. These factors are partly offset by the company's
good growth potential in the DJ Basin, generally high operatorship
of its properties, and solid financial measures.
S&P could consider an upgrade if Bonanza can execute its strategy
such that proved reserves and production increases significantly
commensurate with higher rated peers, while maintaining over 50%
proved developed, an over 50% crude oil weighting, and a proved
developed reserve life in line with peers. If this were to happen,
S&P could consider re-assessing the company's business risk
profile. S&P could also consider an upgrade if debt leverage
improved to below 2x and FFO to total debt strengthened to more
than 45% for a sustained period.
Although unlikely over the next year given the strength of the
company's balance sheet, S&P could lower the rating if debt
leverage exceeds 4x and FFO to total debt falls to below 20% for a
sustained period, or if the company faces liquidity constraints.
S&P expects this would most likely occur if capital spending
materially outpaces S&P's expectations or if the company's
operational performance declines.
BOREAL WATER: Posts $302,000 Net Loss in First Quarter
------------------------------------------------------
Boreal Water Collection, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $302,000 on $531,000 of sales for the three months
ended March 31, 2015, compared to a net loss of $225,000 on
$450,000 of sales for the same period in 2014.
As of March 31, 2015, the Company had $3 million in total assets,
$2.68 million in total liabilities, and $314,000 in total
stockholders' equity.
At March 31, 2015, the Company had an accumulated deficit since
Jan. 10, 2006 (the date of quasi reorganization) of $3.90 million.
Liquid assets at March 31, 2015, consisted primarily of cash and
cash equivalents of $126,000. Current liabilities of $2.34 million
exceeded current assets by $1,800,455. Historically, the Company
has financed its business through cash generated from ongoing
operations, proceeds from sale of common stock to third party
investors, borrowings from financial institutions, advances
received from related parties, and officers of the Company. The
company is currently pursuing financing alternatives.
Cash decreased $61,547 to $125,842 at March 31, 2015, as compared
to $187,389 at Dec. 31, 2014.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/SO0xvI
About Boreal Water
Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.
Boreal Water reported a net loss of $886,000 on $2.41 million of
sales for the year ended Dec. 31, 2014, compared with net income of
$613,000 on $2.15 million of sales for the year ended Dec. 31,
2013.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014. The accounting firm noted that the
Company has incurred a deficit of approximately $3.6 million and
has used approximately $800,000 of cash due to its operating
activities in the two years ended Dec. 31, 2014. The Company may
not have adequate readily available resources to fund operations
through Dec. 31, 2015. This raises substantial doubt about the
Company's ability to continue as a going concern.
C&K MARKET: Lenders' Summary Judgment Motion Partially Granted
--------------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley, III, in his April 16, 2015
Memorandum Opinion, in the case ENDEAVOUR STRUCTURED EQUITY AND
MEZZANINE FUND I, L.P. and THL CREDIT, INC., Plaintiffs, v. DALE
ENGEL, MELVA J. ENGLE, MARCUS R. GOULD, CHARLOTTE J. GOULD, ROBERT
KOMLOFSKE, KOMLOFSKI CORPORATION, KENNETH MARTIN, LYNDA MARTIN, S &
J REED, INC., TARKS, INC., YANTIS ENTERPRISES, INC., Defendants,
BANKRUPTCY CASE NO. 13-64561-FRA11, ADVERSARY PROCEEDING NO.
14-06119-FRA, entered an order granting in part the Plaintiffs'
Motion for Summary Judgment as to Defendants' affirmative defense
of discharge through payment of the underlying debt and on Count 1
of the Defendants' Counterclaim, while denying Defendants' motion
for partial summary judgment.
The adversary proceeding seeks a declaratory judgment that under
the Subordination Agreements, Senior Lenders are entitled to hold
the stock issued to the Subordinated Creditors, as collateral,
until such time as the pre-petition obligation under the C & K Note
is paid in full in cash. The Subordinated Creditors filed a joint
answer with affirmative defenses and a counterclaim.
Judge Alley found that the Defendants' duties under the
Subordination Agreements were not cancelled at confirmation. He
stated that "the Court must determine whether the obligation was
extinguished by payment of the bankruptcy distribution to the
Plaintiffs." Judge Alley also found that C & K Market's debt was
extinguished as it had fulfilled its financial duty to the
Plaintiffs under the Plan of Reorganization ("Plan"). The
Defendants' obligation, however, still existed. He further stated
that "under the Subordination Agreements, the stock received by the
Defendants under the Plan is subject to payment of the C & K Note
until such time as the debt to Plaintiffs is 'paid in full in
cash.' It can be argued that there are certain 'cash equivalents'
which should qualify as cash in a transaction. However, stock in a
closely held corporation with no active market in its securities
cannot be deemed a 'cash equivalent.' Summary judgment must
therefore be denied with respect to Defendants' affirmative defense
of Payment and Count 1 of its Counterclaim of Discharge of the
Subordination Agreement."
On October 28, 2010, a promissory note (the C & K Note) was
executed between Endeavor Structured Equity and Mezzanine Fund I,
L.P., THL Credit, Inc. (collectively the Senior Lenders) and C & K
Market,2 by which C & K Market borrowed unsecured funds which were
used to refinance the claims held by GE and another lender. Senior
Lenders and U.S. Bank replaced GE and the former lender, whose
debts were paid in full. Payment in full of GE's and the second
lender's loan terminated the subordination agreements entered into
by Martin and Reed, according to the terms of those agreements.
Sometime after the C & K Note was entered into, a representative of
C & K Market sent a letter to both Martin and Reed, requesting that
they sign new Subordination Agreements, which they did. As with the
earlier subordination agreement, Martin and Reed subordinated their
right to payment from C & K Market to C & K Market's obligation to
its Senior Lenders and U.S. Bank.
In January 2011, Chetco, a predecessor of Defendant Yantis
Enterprises, Inc. (Yantis), sold a pharmacy to C & K Market.
Timothy Yantis, as representative of Chetco, was presented with and
signed a Subordination Agreement identical to the ones received by
Martin and Reed, along with other documents of the sale, including
a promissory note in the amount of $1.5 million.
On November 19, 2013, C & K Market filed for bankruptcy under
chapter 11. A Plan was thereafter confirmed which provided stock in
the Reorganized Debtor to unsecured creditors in lieu of cash. The
secured claim of U.S. Bank was paid in full on the effective date
of the Plan. As the holders of the majority by dollar amount of
unsecured claims against the Debtor, the Senior Lenders became the
controlling shareholders of the Reorganized Debtor. The Senior
Lenders filed this adversary proceeding against Martin, Reed, and
Yantis (collectively, the Subordinated Creditors), and other
defendants who had signed Subordination Agreements with the Senior
Lenders. The defendants other than Martin, Reed, and Yantis chose
not to contest the matter and have been defaulted.
A copy of Judge Alley's Memorandum Opinion is available at
http://is.gd/JE7rmDfrom Leagle.com.
About C&K Market
C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561). The case is assigned to Judge Frank R. Alley, III.
C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.
The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor. Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals. Henderson
Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird
Rubenstein Baldwin & Burgess PC serves as labor counsel. The
Debtor hired Great American Group, LLC, to conduct store closing
sales. Kurtzman Carson Consultants is the Debtor's noticing
agent.
An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.
C&K Market implemented its Chapter 11 plan on Aug. 10, 2014, that
was approved when the bankruptcy judge in Eugene, Oregon, signed a
confirmation order on June 30. The plan gave common and preferred
stock to unsecured creditors with an estimated $60 million in
claims. Unsecured creditors individually owed $10,000 or less were
paid 80% in cash.
CALANDO PHARMACEUTICALS: Trustee Selling Rights to Assets, License
------------------------------------------------------------------
The bankruptcy trustee overseeing the Chapter 7 case of Calando
Pharmaceuticals, Inc., has submitted an application with the
bankruptcy court in Wilmington, Delaware, seeking authority to
retain a broker to sell Calando's rights in certain assets
including its rights in the license agreements with Cerulean. The
application was filed on March 3, 2015. Calando entered Chapter 7
bankruptcy in the District of Delaware in March 2014.
CANCER GENETICS: Shareholders Elect 8 Directors
-----------------------------------------------
Cancer Genetics, Inc., held its annual meeting of shareholders on
May 14, 2015, at which the shareholders elected Panna L. Sharma
(President and Chief Executive Officer), John Pappajohn (Chairman
of the Board), Raju S.K. Chaganti, Ph.D., Edmund Cannon, Franklyn
G. Prendergast, M.D., Ph.D., Michael J. Welsh, M.D., Geoffrey
Harris and Howard McLoed to the Board of Directors to hold office
until the next annual meeting or until their respective successors
are duly elected and qualified or their earlier resignation or
removal.
The shareholders also ratified the appointment of McGladrey LLP as
the Company's independent registered public accounting firm for the
year ending Dec. 31, 2015, and approved an amendment to increase
the shares reserved for issuance under the Company's 2011 Equity
Incentive Plan by 650,000 shares.
About Cancer Genetics
Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.
Cancer Genetics reported a net loss of $16.6 million in 2014, a net
loss of $12.4 million in 2013 and a net loss of $6.66 million in
2012.
As of March 31, 2015, the Company had $43.19 million in total
assets, $12.22 million in total liabilities and $30.97 million in
total stockholders' equity.
CASPIAN SERVICES: Delays Form 10-Q for March 31 Quarter
-------------------------------------------------------
Caspian Services, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015. The Company said its Quarterly Report could not be
timely filed because management requires additional time to compile
and verify the data required to be included in the report. The
report will be filed within five calendar days of the date the
original report was due.
The Company anticipates that during the three and six month periods
ended March 31, 2015, total revenues will have decreased
approximately 42% and 39%, respectively compared to the comparable
periods of the prior fiscal year. This decrease is primarily
attributable to lower geophysical services revenues throughout
fiscal 2015 and reduced marine base services revenue as a result of
the consolidation of MOBY during the 2015 fiscal year, resulting in
the elimination of intercompany revenue. Vessel revenues are
expected to be approximately 106% higher during the three months
ended March 31, 2015, and nearly flat during the six months ended
March 31, 2015, while geophysical service revenues are expected to
be approximately 65% lower during the three months ended March 31,
2015, and approximately 71% lower during the six months ended March
31, 2015. Marine base revenue is expected to be approximately 48%
and 36% lower, respectively, in the three and six month periods
ended March 31, 2015.
The Company believes that total costs and operating expenses will
have decreased approximately 17% and 18%, respectively, during the
three and six month periods ended March 31, 2015. The Company
anticipates losses from operations of approximately $3.5 million
and $4.1 million during the three and six month periods ended March
31, 2015, compared to losses from operations of $2.8 million and
$1.3 million, respectively, during the three and six month periods
ended March 31, 2014.
The Company expects to realize decreases in net other expenses of
approximately 63% and 48%, respectively during the three and six
month periods ended March 31, 2015. This reduction in net other
expense is largely the result of significant foreign currency
transaction losses resulting from the devaluation of the Kazakh
Tenge during February 2014.
As a result of the foregoing factors, during the three and six
months ended March 31, 2015, the Company anticipates realizing net
losses attributable to Caspian Services of approximately $6.0
million and $8.3 million, respectively, compared to $9.1 million
and $9.8 million, respectively during the same periods of fiscal
2014.
Due to significant foreign currency translation adjustments
resulting from the 20% devaluation of the Kazakh Tenge during
February 2014, during the three and six month periods ended
March 31, 2015, the Company expects comprehensive loss attributable
to the Company during the three and six month periods to be
approximately 50% and 36% lower, respectively compared to the same
periods of the prior fiscal year.
About Caspian Services
Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998. Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.
Caspian reported a net loss of $18.8 million on $29.9 million of
total revenue for the year ended Sept. 30, 2014, compared with a
net loss of $11.8 million on $33.08 million of total revenues for
the year ended Sept. 30, 2013.
The Company's independent auditors, Haynie & Company, P.C., in Salt
Lake City, Utah, issued a "going concern" qualification on the 2014
consolidated financial statements citing that, "[A] Company
creditor has indicated that it believes the Company may be in
violation of certain covenants of certain substantial financing
agreements. The financing agreements have acceleration right
features that, in the event of default, allow for the loan and
accrued interest to become immediately due and payable." According
to the auditors, as a result of this uncertainty, the Company has
included the note payable and all accrued interest as current
liabilities at Sept. 30, 2014. At Sept. 30, 2014, the Company had
negative working capital of $85.0 million and for the year ended
Sept. 30, 2014, the Company had a net loss of $16.6 million."
CEETOP INC: Needs More Time to File Q1 Form 10-Q
------------------------------------------------
Ceetop Inc. filed with the U.S. Securities and Exchange Commission
a Notification of Late Filing on Form 12b-25 with respect to its
quarterly report on Form 10-Q for the quarter ended March 31, 2015.
The Company wasn't able to file its Form 10-Q within the
prescribed time period because management has not completed the
process of gathering and analyzing the financial information that
will be included in its Form 10-Q.
About Ceetop Inc.
Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.
Ceetop Inc. reported a net loss of $841,000 on $362,000 of sales
for the year ended Dec. 31, 2014, compared with a net loss of $2.88
million on $0 of sales for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $2.95 million in total assets,
$658,000 in total liabilities, all current and $2.3 million in
total stockholders' equity.
MJF & Associates, APC, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company incurred
recurring losses from operations, has a net loss of $841,000 for
2014, and has accumulated deficit of $9.45 million at Dec. 31,
2014. These matters are discussed in Note 2 to the consolidated
financial statements that raises substantial doubt about the
Company's ability to continue as a going concern.
CHINA GINSENG: Posts $569,000 Net Loss in Third Quarter
-------------------------------------------------------
China Ginseng Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $570,000 on $15,100 of revenues for the three months ended March
31, 2015, compared with a net loss of $675,000 on $0 of revenues
for the same period in 2014.
For the nine months ended March 31, 2015, the Company reported a
net loss of $1.88 million on $167,000 of revenue compared with a
net loss of $1.45 million on $2.55 million of revenues for the same
period last year.
As of March 31, 2015, the Company had $8.92 million in total
assets, $16.2 million in total liabilities, and a $7.24 million
total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/GxjrmM
About China Ginseng
Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China. The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards. However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production. Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.
China Ginseng reported a net loss of $4.76 million on $2.61
million of revenue for the year ended June 30, 2014, compared to a
net loss of $3.64 million on $3.56 million of revenue for the year
ended June 30, 2013.
Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014. The independent auditors noted
that the Company has incurred an accumulated deficit of
$14.2 million since inception, has a working capital deficit of
$11.6 million, and there are existing uncertain conditions the
Company faces relative to its ability to obtain working capital
and operate successfully. These conditions raise substantial
doubt about its ability to continue as a going concern.
CLIMATE CONTROL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Climate Control Mechanical Services, Inc. 15-02248
PO BOX 3038
Ocala, FL 34478
BASE 3, LLC 15-02249
The Alexander Group, LLC 15-02250
Chapter 11 Petition Date: May 18, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Judge: Hon. Jerry A. Funk
Debtor's Counsel: Richard A. Perry, Esq.
RICHARD A PERRY, ATTORNEY AT LAW
820 East Fort King Street
Ocala, FL 34471
Tel: 352-732-2299
Fax: 13524584297
Email: richardperry@richard-a-perry.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Louie Wise III, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-02248.pdf
COATES INTERNATIONAL: Posts $2.81 Million Net Loss in First Quarter
-------------------------------------------------------------------
Coates International, Ltd. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.81 million on $4,800 of total revenues for the three months
ended March 31, 2015, compared to a net loss of $511,000 on $4,800
of total revenues for the same period last year.
As of March 31, 2015, the Company had $2.36 million in total
assets, $7.88 million in total liabilities and a $5.52 million
total stockholders' deficiency.
The Company's cash position at March 31, 2015, was $72,600, a
decrease of $190,900 from the cash position of $264,000 at Dec. 31,
2014.
"We will need to obtain additional working capital in order to
continue to cover our ongoing cash expenses. In addition, the
mortgage loan on our headquarters and research and development
facility matures in July 2015. The Company will be required to
renegotiate the terms of an extension of the mortgage loan or
successfully refinance the property with another mortgage lender,
if possible. Failure to do so could adversely affect the Company's
financial position and results of operations," the Company states
in the report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/5d4jU7
About Coates
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines. This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.
The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve. It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.
In its report on the consolidated financial statements for the year
ended Dec. 31, 2014, Cowan, Gunteski & Co., P.A., expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company continues to have negative
cash flows from operations, recurring losses from operations, and a
stockholders' deficiency.
COMDISCO HOLDING: Reports Financial Results for Fiscal Q2 2015
--------------------------------------------------------------
Comdisco Holding Company, Inc. on May 14 reported financial results
for its fiscal second quarter ended March 31, 2015. Comdisco
emerged from Chapter 11 bankruptcy proceedings on August 12, 2002.
Under Comdisco's First Amended Joint Plan of Reorganization,
Comdisco was charged with, and has been, liquidating its assets.
While there have been no changes either to the Plan, or Comdisco's
obligations under it, Comdisco adopted ASU 2013-07, Liquidation
Basis of Accounting as of October 1, 2014 and accordingly,
determined that liquidation was imminent. Therefore, effective
October 1, 2014, Comdisco applied the liquidation basis of
accounting on a prospective basis. The reporting discloses
Comdisco's estimate of the value of the net assets available in
liquidation for the Common Shareholders. The liquidation basis of
accounting requires the Company to estimate net cash flows from
operations and to accrue all costs associated with implementing and
completing the plan of liquidation and requires management to make
estimates that affect the amounts reported in the consolidated
financial statements and the related notes.
As of the quarter ended March 31, 2015, there was approximately
$37,776,000 in total assets, and approximately $19,456,000 in total
liabilities resulting in net assets in liquidation of approximately
$18,320,000. The net assets in liquidation as of the quarter ended
March 31, 2015 would result in liquidating distributions of
approximately $4.55 per common share, based on 4,028,951 shares of
common stock outstanding on March 31, 2015. This estimate of
liquidating distributions includes projections of costs and
expenses to be incurred during the time period estimated to
complete the plan of liquidation. There is inherent uncertainty
with these estimates, and they could change materially based on the
timing of the completion of all the steps necessary for the
liquidation. Actual results could differ from these estimates and
may affect net assets in liquidation and actual cash flows.
During the period of January 1, 2015 through March 31, 2015, the
Company's estimated net assets in liquidation decreased by
$9,664,000. The reasons for the decline in net assets were due to
a dividend payment of approximately $9,450,000 paid on March 12,
2015 and various changes in the estimated liquidation value of
other assets.
As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting, multiple asset sales, and the adoption of
liquidation basis of accounting, Comdisco's financial results are
not comparable to those of its predecessor company, Comdisco, Inc.
About Comdisco
Comdisco emerged from Chapter 11 bankruptcy proceedings on Aug. 12,
2002. The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining assets
of the corporation. Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose. Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan. At that point, the company will cease operations. The
company filed on Aug. 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing the
wind-down contemplated by the Plan. Under the Plan, Comdisco was
charged with, and has been, liquidating its assets. While there
have been no changes either to the Plan, or Comdisco's obligations
under it, Comdisco adopted ASU 2013-07, Liquidation Basis of
Accounting as of October 1, 2014 and accordingly, determined that
liquidation was imminent. Therefore, effective Oct. 1, 2014,
Comdisco applied the liquidation basis of accounting on a
prospective basis, and, as such, the results of operations under
liquidation basis of accounting are not comparable to the
historical results under a going concern basis.
COOPER-STANDARD HOLDINGS: S&P Affirms 'BB-' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB-' corporate credit rating on Cooper-Standard Holdings Inc. The
outlook remains stable.
At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's senior secured term loan due 2021. The '3' recovery
rating on the loan remains unchanged, indicating S&P's expectation
of meaningful (50%-70%; lower half of the range) recovery in a
default scenario.
"The affirmation reflects our view that the company's restructuring
of its existing operations, especially in Europe, and its expansion
in major, fast-growing markets, such as China and India, are laying
the foundation for a more competitive and profitable business,"
said Standard & Poor's credit analyst Lawrence Orlowski. "We
assume that Cooper-Standard will continue to generate EBITDA
margins above 10% as it invests in transferring capacity to
low-cost regions and works to implement better operating
efficiencies at its manufacturing facilities."
The stable outlook reflects S&P's expectation that Cooper-Standard
should continue to generate EBITDA margins above 10% as it invests
in transferring capacity to low-cost regions and works to implement
better operating efficiencies at its manufacturing facilities. S&P
assumes that company's debt-to-EBITDA metric will stay below 4.0x.
Moreover, S&P expects that its FOCF-to-debt ratio will exceed 10%
on a normalized basis.
S&P could lower the rating if the company's debt-to-EBITDA metric
rose above 4.0x and S&P came to believe that its FOCF-to-debt ratio
would not remain at or exceed 10% on a normalized basis. This could
occur if the company is unable to achieve its planned operational
efficiencies, or if global economies, in aggregate, do not expand
over the next 12-18 months, preventing Cooper-Standard's profits,
cash flow, and leverage from reaching S&P's expectations.
Alternatively, S&P could lower the rating if the company makes a
transforming acquisition or uses a material amount of cash to fund
shareholder-friendly actions.
Although unlikely, S&P could raise its rating on Cooper-Standard
during the next two years. This could occur if S&P revised its
financial profile assessment on the company to "intermediate" from
"significant" because S&P believes that it could achieve and
maintain credit metrics that are equal to or better than debt
leverage of 3x and FOCF-to-debt of 15%-25%. However, S&P believes
that high capital spending requirements and possible modest-sized
acquisitions will restrain Cooper-Standard's FOCF from reaching the
level for an upgrade in the next two years. Alternatively, S&P
could raise the rating if it revises its assessment of the
company's business risk profile to "fair" from "weak" due to an
improvement in the company's profitability and competitive
position. However, the company's exposure to cyclical and highly
competitive end markets, with potential swings in profitability,
currently constrains our business risk assessment.
CORD BLOOD: Hikes Authorized Capital Stock to 2.8-Bil. Shares
-------------------------------------------------------------
A special meeting of shareholders of Cord Blood America, Inc., was
held on May 7, 2015, at which the proposal to amend the Company's
Amended and Restated Articles of Incorporation to increase
authorized capital stock to 2,895,000,000 shares, consisting of
5,000,000 shares of Preferred Stock, par value $0.0001, and
2,890,000,000 shares of Common Stock, par value $0.0001, received
the affirmative vote of a majority of the votes cast and was
passed.
About Cord Blood America
Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International. Cord specializes in
providing private cord blood stem cell preservation services to
families. BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy. Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.
The Company has been the subject of a going concern opinion by its
independent auditors who have raised substantial doubt as to the
Company's ability to continue as a going concern. De Joya
Griffith, LLC, in Henderson, NV, noted that the Company has
incurred losses from operations, which losses have caused an
accumulated deficit of approximately $53.46 million as of Dec. 31,
2014.
The Company disclosed net income of $240,000 on $4.33 million of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$2.97 million on $3.82 million of revenue for the year ended Dec.
31, 2013. As of Dec. 31, 2014, the Company had $3.86 million in
total assets, $4.55 million in total liabilities, and a $691,000
total stockholders' deficit.
CORINTHIAN COLLEGES: Section 341(a) Meeting Set for June 12
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Corinthian
Colleges, Inc. will be held on June 12, 2015, at at 10:00 a.m. at
J. Caleb Boggs Federal Building, 844 King St., Room 5209,
Wilmington, Delaware.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About Corinthian Colleges
Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11
petitions are being jointly administered under the caption In re:
Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The
cases are assigned to Judge Kevin J. Carey.
Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.
Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel;
FTI Consulting, Inc., as restructuring advisors; and
Rust Consulting/Omni Bankruptcy as claims and noticing agent.
Corinthian Colleges disclosed total assets of $19.2 million and
total liabilities of $143.1 million in its petition.
CROSBY NATIONAL: Has Until May 28 to File Schedules and Statements
------------------------------------------------------------------
The U.S. Bankruptcy Court extended until May 28, 2015, the deadline
for The Crosby National Golf Club, LLC, to file schedules of assets
and liabilities and statement of financial affairs.
The Crosby National Golf Club, LLC, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-41545) in Ft. Worth,
Texas, on April 16, 2015, without stating a reason. The Debtor
estimated $10 million to $50 million in assets and debt. The case
is assigned to Judge Russell F. Nelms. Hudson M. Jobe, Esq., at
Quilling, Selander, Lownds, et al, in Dallas, has been tapped as
the Debtor's counsel.
CRYOPORT INC: Obtains $5.7 Million From Private Placement
---------------------------------------------------------
Cryoport, Inc., entered into definitive agreements for a private
placement of its securities to certain institutional and accredited
investors for aggregate gross proceeds of $3.74 million
(approximately $3.26 million after estimated cash offering
expenses) pursuant to certain Subscription Agreements between the
Company and the Investors, from April 6, 2015, to May 12, 2015.
The Company intends to use the net proceeds for working capital
purposes, according to a document filed with the Securities and
Exchange Commission.
Pursuant to the Subscription Agreements, the Company issued shares
of Class B Preferred Stock and warrants to purchase common stock.
The shares and warrants were issued as a unit consisting of (i) one
share of Class B Preferred Stock of the Company and (ii) one
warrant to purchase eight shares of Common Stock at an exercise
price of $0.50 per share, which will be immediately exercisable and
may be exercised at any time on or before May 31, 2020. A total of
311,837 Units were issued in exchange for gross proceeds of
$3,742,044 or $12.00 per Unit.
Emergent Financial Group, Inc. served as the Company's placement
agent in this transaction and received, with respect to gross
proceeds received from the Investors, a commission of 10% and a
non-accountable finance fee of 3% of the aggregate gross proceeds
received from those Investors, plus reimbursement of legal expenses
of up to $5,000. Emergent Financial Group, Inc. will also be
issued a warrant to purchase three shares of Common Stock at an
exercise price of $0.50 per share for each Unit issued in this
transaction. One of the Investors was the spouse of Mr. Richard
Berman, a director of the Company, who invested $20,000 for 1,667
Units.
Through May 12, 2015, aggregate gross cash proceeds of $5.7 million
(approximately $5 million after offering costs) were collected in
exchange for the issuance of 473,546 shares of the Company's Class
B Preferred Stock, and warrants, exercisable for five years, to
purchase 3,788,368 shares of the Company's common stock at an
exercise price of $0.50 per share.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss of $19.6 million on $2.65 million of
revenues for the year ended March 31, 2014, as compared with a net
loss of $6.38 million on $1.10 million of revenues for the year
ended March 31, 2013.
The Company's balance sheet at Dec. 31, 2014, showed $1.87 million
in total assets, $2.98 million in total liabilities, and a
stockholders' deficit of $1.12 million.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014. The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception. Although the Company has cash and cash equivalents of
$369,581 at March 31, 2014, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2014, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2015. These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors maintained.
CUI GLOBAL: Files Financial Statements of Tectrol
-------------------------------------------------
CUI Global, Inc., closed on an asset purchase agreement to acquire
the assets of Tectrol, Inc., a Toronto, Canada corporation. The
purchase price for the acquisition of the assets was $5,200,000,
subject to good faith adjustments by the Parties according to the
final value of the non-obsolete inventory conveyed and other
closing adjustments. Of the purchase price, the sum of $1,200,000
was placed into an interest bearing escrow account to be paid by
the Escrow Agent to the Seller in 12 monthly installments
commencing on March 31, 2015. In addition, the agreement called
for an earn-out/royalty payment of two percent of the gross sales
(for specific, identified customers) over a period of three years
from the closing date, up to a maximum of $300,000, that may or may
not be paid to the Seller within 90 days of each calendar year end,
depending on performance by the identified customers.
As a part of this acquisition strategy, CUI Global, Inc. formed a
wholly owned Canadian corporate subsidiary, CUI-Canada, Inc., to
receive these acquired assets. That entity entered into a
five-year lease of the Toronto facility where Tectrol, Inc. was
operating its business.
On May 12, 2015, CUI Global filed with the Securities and Exchange
Commission the financial statements of The 252862 Ontario, Inc.
(formerly Tectrol, Inc.) for the years ended Feb. 28, 2015, 2014
and 2013, copies of which are available for free at:
http://is.gd/FJwSgU
About CUI Global
Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.
CUI Global reported a consolidated net loss of $2.80 million in
2014, a consolidated net loss of $943,000 in 2013 and a
consolidated net loss of $2.52 million in 2012.
As of March 31, 2015, the Company had $91.8 million in total
assets, $30.7 million in total liabilities and $61.1 million in
total stockholders' equity.
DEB STORES: Can Use Cash Collateral Until July 4
------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Deb Stores Holding LLC and its
debtor-affiliates to use cash collateral from May 2, 2015, to July
4, 2015, pursuant to a budget, which is available for free at
http://is.gd/LURCHD
About Deb Stores
Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes. The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932. As of Sept. 30, 2014, the company operated a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.
On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.
Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676). The cases are assigned to Judge Mary F.
Walrath.
Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors. Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.
As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.
The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and
Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.
DEERFIELD RANCH: Adequate Protection for Growers Approved
---------------------------------------------------------
Deerfield Ranch Winery, LLC, won approval from U.S. Bankruptcy
Judge Alan Jaroslovsky to provide uniform adequate protection of
liens held by grape growers.
At the Debtors' behest, the Court ordered that:
1. Deerfield will not sell, hypothecate, or transfer the
agricultural product collateral of a producer of grapes sold to
Deerfield for which a balance is owed by Deerfield without either:
(i) written consent of such Grower; (ii) a further order of the
Court; (iii) preserving the proceeds subject to a replacement lien;
or (iii) payment of the amount due to the Grower.
2. In connection with selling wine in which a Grower has a lien,
Deerfield may pay such Grower up to the full amount of its secured
claim, provided that: (i) Deerfield receives written consent from
Rabobank prior to any such payment, and (ii) on payment in full the
Grower will be deemed to have released any lien in the wine
inventory or proceeds of sale.
3. To the extent Grower collateral is sold, and the Grower is
not paid in full, such Grower will be entitled to a lien in the
proceeds of the sale, provided that if the wine was blended, the
lien in proceeds will be in the same proportion of the proceeds
that the Grower's product was a constituent in the wine sold. Such
lien in proceeds will be senior to any other lien in such cash
except that all such liens provided herein will be of the
same priority.
4. On request from a Grower, Deerfield will reasonably account
for that Grower's collateral.
5. Deerfield may freely engage in its ordinary course of making
and bottling wine with the product making up the Grower collateral,
including blending such product. To the extent the Grower
collateral is bottled or blended, the Grower will maintain a lien
in the bottled or blended product, as and to the extent provided in
California Food & Agriculture Code Sections 55631 and 55634.
About Deerfield Ranch Winery
Deerfield Ranch Winery, LLC, is an award-winning winery located in
the heart of the Sonoma Valley, founded in 1982 by Robert and PJ
Rex. The Deerfield estate is approximately 47 acres, located in
Kenwood, California, and was acquired in 2000. Annual production
totals approximately 30,000 cases annually, including both
Deerfield brands and the winery's substantial custom-crush
business, which includes 12 small family-owned wineries. The
winery LLC is owned by 87 members, who have contributed more than
$15 million to the business.
Deerfield Ranch Winery filed a Chapter 11 bankruptcy petition
(Bank. N.D. Cal. Case No. 15-10150) on Feb. 13, 2015. The Debtor
disclosed $25,197,611 in assets and $12,041,939 in liabilities as
of the Chapter 11 filing. Scott H. McNutt, Esq., and Shane J.
Moses, Esq., at McNutt Law Group LLP serve as the Debtor's counsel.
Jigsaw Advisors LLC acts as the Debtor's restructuring financial
advisor. Judge Alan Jaroslovsky is assigned to the case.
The U.S. Trustee for Region 17 appointed three creditors to serve
on the official committee of unsecured creditors.
DIA-DEN LTD: Proposes Hoover Slovaceck as Counsel
-------------------------------------------------
Dia-Den Ltd. filed with the bankruptcy court an application to
employ Edward L. Rothberg and Hoover Slovacek LLP as its attorneys
in this bankruptcy case, effective as of the Petition Date.
The Debtor seeks to retain HSLLP to provide the Debtor with legal
advice and services with respect to the cases, the debtor's powers
and duties as debtor in possession, and the continued operation of
the Debtor's business and management of the Debtor's property.
HSLLP will perform all legal services for the debtor-in-possession
which may be necessary at their regular hourly rates.
Current hourly billing rates for HSLLP are:
Hourly Rate
-----------
* Edward L. Rothberg $425
* Annie Catmull $335
* Melissa Haselden $310
* T. Josh Judd $285
* Brendetta Scott $225
* Legal Assistants/Paralegals $110 to $150
Prior to the petition date, HSLLP was paid current for legal work
provided to the Debtor in the amount of $31,851, leaving the
balance of the prepetition retainer of $51,572.
Edward L. Rothberg and HSLLP do not represent any interest adverse
to the Debtor or its estate, nor do they have any connections with
the Debtor, creditors, or any other party in interest, its
attorneys and accountants, the United States Trustee, or any person
employed in the office of the United States Trustee, except:
(i) Prior to the bankruptcy filing, HSLLP represented the Debtor
in providing advice concerning restructuring and pre-bankruptcy
planning and negotiations with its secured lender.
(ii) Edward Rothberg and Melissa Haselden represented Texas
Systems & Controls, Inc., and Texas Systems Service Center, Inc.,
in the Chapter 11 cases No. 09-37744 and 09-37745, in the United
States Bankruptcy Court for the Southern District of Texas. Texas
Systems was the former tenant of the Debtor. The Debtor and Texas
Systems share some common equity holders.
(iii) Edward L. Rothberg and attorneys with HSLLP have professional
connections through the Moller/Foltz Inns of Court, through which
certain attorneys for the United States Trustee, judges, and other
practitioners educate themselves on bankruptcy-related issues.
Based upon the affidavit submitted by Mr. Rothberg, HSLLP does not
represent any interest adverse to the Debtor, its estate,
creditors, equity holders, or affiliates in the matters upon which
HSLLP is to be engaged, and is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code.
The firm can be reached at:
Edward L. Rothberg, Esq.
HOOVER SLOVACEK LLP
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, TX 77056
Telephone: 713-977-8686
Facsimile: 713-977-5395
E-mail: Rothberg@hooverslovacek.com
About Dia-Den Ltd.
Dia-Den Ltd. is a Texas limited partnership with its principal
place of business in Harris County, Texas. Dia-Den owns and leases
to single tenant the industrial complex located at 24310 State
Highway 249, Tomball, Texas 77375.
Dia-Den Ltd. sought Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 15-32626) in Houston, Texas, on May 8, 2015. The
case is assigned to Judge Jeff Bohm.
The Debtor tapped Hoover Slovacek, LLP, as counsel.
The Debtor disclosed $12 million in assets and $8.09 million in
liabilities in its schedules.
DUER WAGNER: Oil Price Slump Sends Co. to Bankruptcy
----------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
more victims of the oil industry slump stacked up over the weekend
in the Fort Worth, Texas, bankruptcy court.
According to the report, Duer Wagner III & Partners LLC filed for
chapter 11 bankruptcy on May 15, with estimated debts topping $100
million. The privately held independent oil-and-gas operator filed
along with associated companies including Norton Oil & Gas LP, Lett
Oil & Gas LP, and Modano Oil & Gas LP, the report added.
DYNASIL CORP: Posts $127,000 Net Loss in First Quarter
------------------------------------------------------
Dynasil Corporation of America filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $127,000 on $9.89 million of net revenue for the three
months ended March 31, 2015, compared to net income of $253,000 on
$10.4 million of net revenue for the same period in 2014.
For the six months ended March 31, 2015, the Company reported a net
loss of $684,000 on $19.5 million of net revenue compared to net
income of $1.69 million on $21.11 million of net revenue for the
same period last year.
As of March 31, 2015, Dynasil had $25.6 million in total assets,
$11.9 million in total liabilities and $13.7 million in total
stockholders' equity.
Net cash as of March 31, 2015, was $3.2 million or approximately
$0.6 million less than the net cash of $3.8 million at Sept. 30,
2014.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/uA4KL5
About Dynasil
Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.
Dynasil Corp reported net income attributable to common
stockholders of $2.07 million for the year ended Sept. 30, 2014,
compared to a net loss attributable to common stockholders of $8.72
million for the year ended Sept. 30, 2013.
ELBIT IMAGING: Subsidiary to Sell Koregaon Park for EUR35-Mil.
--------------------------------------------------------------
Elbit Imaging Ltd. announced that its 44.9% owned subsidiary, Plaza
Centers N.V., has reached an agreement to sell Koregaon Park Plaza,
the retail, entertainment and office scheme located in Pune, India,
for approximately EUR35 million (approximately US$ 39 million,
2,500 million INR), consistent with the asset's last reported book
value. The net cash proceeds (after repayment of the related bank
loan, other liabilities and transaction costs) from the sale will
be c. EUR7.2 million (approximately US$8 million, 516.5 million
INR).
The transaction is subject to the satisfaction of certain closing
conditions which are expected to be fulfilled within one month.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
As of Dec. 31, 2014, the Company had NIS1.04 billion in total
assets, NIS812 million in total liabilities and NIS232 million in
shareholders' equity.
EPAZZ INC: Incurs $7.6 Million Net Loss in 2014
-----------------------------------------------
Epazz, Inc. filed with the Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss of $7.66 million
on $1.56 million of revenue for the year ended Dec. 31, 2014,
compared to a net loss of $3.37 million on $750,000 of revenue for
the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $1.08 million in total assets,
$5.00 million in total liabilities and a $3.91 million total
stockholders' deficit.
M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has an accumulated
deficit of $15.2 million and a working capital deficit of $3.45
million, which raises substantial doubt about its ability to
continue as a going concern.
"We owed a total of $5,005,501 in liabilities as of December 31,
2014. We will need to raise additional funds to repay our
obligations and continue our operations, and these funds may not be
available on acceptable terms or at all. Failure to raise
additional funds could require us to substantially reduce or
terminate our operations," the Company said in the filing.
"In the event that we are unable to repay our current and long-term
obligations as they come due, we could be forced to curtail or
abandon our business operations, and/or file for bankruptcy
protection; the result of which would likely be that our securities
would decline in value and/or become worthless," the Company
added.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/w4DIEm
About EPAZZ Inc.
Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources. The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution. This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.
EPICOR SOFTWARE: S&P Affirms 'B' CCR & Rates $1.5BB Loans 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Austin, Tex.-based Epicor Software Corp.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $1.5 billion proposed first-lien
credit facilities, which consist of a $1.4 billion first-lien term
loan due 2022 and a $100 million revolving credit facility due
2020. The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50% to 70%; lower half of the range) for
lenders in the event of payment default.
Additionally, S&P assigned its 'CCC+' issue-level rating and '6'
recovery rating to the company's $610 million second-lien term loan
due 2023. The '6' recovery rating indicates S&P's expectation for
negligible recovery (0% to 10%) for lenders in the event of payment
default.
The outlook revision is based on the company's higher pro forma
leverage following its dividend to its financial sponsor and the
spin-off of RSG.
The rating on Epicor reflects Standard & Poor's view of the
company's high recurring revenue base from its enterprise resource
planning (ERP) software maintenance and services, and consistently
positive free operating cash flow (FOCF) generation. S&P views the
company's business risk profile as "weak," primarily characterized
by its competition with much larger and more diversified software
firms, such as SAP, Oracle, and Microsoft. RSG represents about 15%
of Epicor's revenue.
Epicor is a mid-tier ERP solutions provider that provides industry
specific solutions to the manufacturing, retail, distribution, and
services verticals, with exposure to industry cyclicality,
especially in the retail and housing-related end markets. S&P
anticipates the company's organic revenue growth over the next year
to be in the low-single-digit percentage area.
Epicor derives a significant amount of recurring revenue from
maintenance and services and has renewal rates that exceed 90%. In
addition, approximately 90% of revenues comes from its installed
customer base. S&P expects these factors to continue to provide
fairly good revenue visibility and consistent profitability and
cash flows. S&P expects the company's EBITDA margins to improve to
the low-30% area, as the spin-off of RSG removes a lower-margin
segment of its business, and also due to cost reductions in sales,
general, and administrative expenses, facilities, and other areas.
The company has an aggressive financial policy as demonstrated by
its high leverage of about 7.7x, pro forma for the spin-off and the
dividend to its financial sponsor, up from about 6.4x at
March 31, 2015. The dividend follows the company's approximately
$380 million payment to Apax Partners in June 2013, which increased
leverage from the low-6x area to about 7.4x. Due to these factors
S&P views the company's financial risk profile as "highly
leveraged."
Based on the company's operating trends and industry outlook, S&P's
base case assumes:
-- U.S. real GDP of 3% in 2015 and 2.8% in 2016;
-- Eurozone real GDP growth of 1.5% in 2015 and 1.7% in 2016;
-- Revenue growth in the low-single digits in fiscal 2016,
trending with overall U.S. GDP growth;
-- EBITDA margins to improve to low-30% area;
-- Capital expenditures of about 4% of revenue annually; and
-- No acquisitions assumed.
Epicor's "adequate" liquidity is based on S&P's expectation that
the company's sources of liquidity will exceed its uses by more
than 1.2x over the next 12 to 24 months and will remain above 1x,
even if forecasted EBITDA were to decline by 15% while the company
maintains sufficient covenant headroom. S&P expects the company
would remain compliant with its covenants in the event of an EBITDA
decline of this magnitude.
Principal Liquidity Sources:
-- Cash of about $40 million at the close of the transaction
-- Full availability of its proposed $100 million revolver due
in 2020
-- FOCF in excess of $120 million expected in fiscal 2016
Principal Liquidity Uses:
-- Capital expenditures of about 4% of revenue
-- Debt amortization of $14 million annually
The negative outlook reflects the company's higher pro forma
leverage in the high-7x area post-transaction. S&P expects the
company to achieve organic revenue growth and deleverage moderately
over the next 12 months.
S&P could lower the rating if competition intensifies, leading to
significant revenue declines or profitability deterioration,
resulting in leverage in excess of the mid-7x area on a sustained
basis.
S&P could revise the outlook to stable if the company maintains its
high recurring revenue base, stable profitability, and positive
FOCF, while demonstrating a trajectory to improve leverage to about
7x or below within a year.
ERG INTERMEDIATE: U.S. Trustee Forms Creditors Committee
--------------------------------------------------------
The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate
Holdings LLC appointed five creditors of the company to serve on
the official committee of unsecured creditors:
(1) Baker Petrolite Corporation
c/o Christopher J. Ryan
2929 Allen Parkway, Suite 2100
Houston, Texas 77019
Tel: (713) 439-8771
E-mail: Chris.ryan@bakerhughes.com
(2) Cynthia Garcia
1901 Truxtun Avenue
Bakersfield, California 93301
Tel: (661) 861-7911
E-mail: snichols@youngnichols.com
(3) MMI Services, Inc.
c/o Steve McGowan
4042 Patton Way
Bakersfield, California 93308-5030
Tel: (661) 589-9366
E-mail: Steve@MMI-Services.com
(4) Pacific Petroleum California, Inc.
c/o John Hochleutner
1615 E. Betteravia Road
Santa Maria, California 93454
Tel: (805) 925-1947 or (805) 260-5000
E-mail: JohnSummer@ppcinc.biz
(5) SCS Engineers
c/o Richard S. Bedell
11260 Roger Bacon Drive, Suite 300
Reston, Virginia 20190
Tel: (703) 471-6150
E-mail: RBedell@SCSEngineers.com
About ERG Resources
ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996. Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California. ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field. ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of leasehold
located in Liberty County, Texas. The Company's corporate
headquarters is located in Houston, Texas. Scott Y. Wood, through
two of his affiliates, owns 100% of the membership units in ERG
Intermediate Holdings LLC, the parent company.
ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.
The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions,
LLC.
ERG Intermediate estimated $100 million to $500 million in assets
and debt.
FAMILY CHRISTIAN: Amends Schedules of Assets and Liabilities
------------------------------------------------------------
Family Christian, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Michigan amended schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $74,804,981
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $59,785,854
E. Creditors Holding
Unsecured Priority
Claims $5,759,589
F. Creditors Holding
Unsecured Non-Priority
Claims $61,868,555
----------- -----------
Total $74,804,981 $127,413,998
The Debtor disclosed $74,804,981 in assets and $107,218,540 in
liabilities in a prior iteration of the schedules.
The Debtors also filed another set of amended schedules to include
potential claims not included in the original schedules with
respect to inventory delivered to the Debtor pursuant to
consignment agreements. The added potential claims concerning
consigned inventory are located on Schedule D with references to
"consignment" by the claimant's name. As a result, the names of
certain claimants may appear two times on Amended Schedule F, in
the original body of the document and in the added pages
specifically concerning consigned inventory.
Copies of the amended schedules are available for free at:
http://bankrupt.com/misc/FamilyChristian_232_SAL.pdf
http://bankrupt.com/misc/FamilyChristian_249_amendedSAL.pdf
http://bankrupt.com/misc/FamilyChristian_249_amendedSAL_EXH.pdf
http://bankrupt.com/misc/FamilyChristian_292_amendedSAL.pdf
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The U.S. Bankruptcy Court ordered the joint administration of the
cases of Family Christian LLC, Family Christian Holding LLC and FCS
Giftco LLC under Case No. 15-00643.
The Debtors are represented by Todd Almassian, Esq., at Keller &
Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan
Glover, Esq., at Burr & Forman LLP as counsel. Brookwood
Associates, LLC serves as investment banker.
Family Cristian disclosed, in an amended schedules, $74,804,981 in
assets and $127,413,998 in liabilities as of the Chapter 11
filing.
The U.S. Trustee for Region 9 appointed seven creditors to serve on
the official committee of unsecured creditors. The Committee
tapped to retain Fox Rothschild LLP as its counsel and Miller
Johnson as its co-counsel.
FAMILY CHRISTIAN: Brookwood Hiring Approved After Changes
---------------------------------------------------------
Family Christian, LLC, et al., won approval from the Bankruptcy
Court to employ Brookwood Associates, L.L.C., as investment banker,
after the proposed fee structure was modified.
The U.S. Trustee, Credit Suisse AG, Cayman Island Branch, as
administrative agent and collateral agent for term lenders, and the
Official Committee of Unsecured raised objections to the Debtors'
application. Both parties desire that Brookwood's compensation be
subject to customary fee applications that are subject to review
for reasonableness, and they objected to the proposed fee structure
for Brookwood's compensation.
In this relation, the Debtors, the secured lenders, and the
Committee, negotiated a revised fee structure for Brookwood which
provides for:
a. Upfront advisory fee: $75,000 non-refundable fee (received
prepetition from the Debtors);
b. Monthly fee: $50,000 per month starting March 19, 2015; and
payable in advance on each monthly anniversary thereafter.
c. Transaction Fee: (A) 1.25% of the net proceeds received by
the Company up to $37,000,000, plus 2.25% of the incremental net
proceeds that exceeds $37,000,000, or (B) if a current creditor is
the winning bidder using a credit bid, the fee will be the first
$250,000 from any cash consideration received by the Company as
part of the credit bid.
d. Expenses. The Debtors will pay, on a monthly basis,
Brookwoods' out of pocket expenses, including travel, provided that
such expenses will not exceed $25,000 in total without prior
approval by the Company.
In the original application, the Debtors proposed to pay, upon the
consummation of a "transaction", Brookwood a transaction fee in an
amount equal to: (i) 10% of the net cash proceeds received by the
Company upon consummation of a Transaction that exceed $28,000,000,
by any bidder; or (ii) if the net cash proceeds received by the
Company upon consummation of a transaction is equal to or less than
$28,000,000 and is from a third party unrelated to the stalking
horse bidder, 1% of those net proceeds.
The Creditors Committee claimed that the original fee arrangement
coupled with the severely truncated sale process suggests that the
Debtors are committing to high fees for little or no value. Daniel
M. McDermott, U.S. Trustee for Region 9, objected to the lack of
any further review of fees, and said that it is impossible at this
point to determine if the proposed fee structure is reasonable.
As reported in the Troubled Company Reporter, the Debtors tapped
Brookwood as exclusive investment banker in connection with a sale
of all or a significant portion of the their assets and is expected
to perform these services:
(a) assist in the preparation of a confidential information
memorandum setting forth information describing the Debtors'
business as well as related presentation materials for distribution
to potential lenders, investors or purchasers;
(b) set up a virtual data room to hold, distribute and monitor
due diligence information;
(c) identify and contact potential investors or purchasers for
the transaction on a confidential basis;
(d) attend appropriate meetings with potential investors and
lenders and assist in the analysis of offers and with negotiation
of the terms and structure of the Transaction, including providing
valuation analyses as appropriate;
(e) advise and attend meetings of the Debtors' board of
managers, creditor groups, official constituencies and other
interested parties, as the Debtors and Brookwood determine to be
necessary or desirable;
(f) provide expert testimony in connection with the Debtors'
Chapter 11 cases with respect to the services provided by
Brookwood; and
(g) provide other support as may be reasonably requested by the
Debtors or their counsel that fall within Brookwood's expertise,
experience and capabilities that are mutually agreeable.
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The U.S. Bankruptcy Court ordered the joint administration of the
cases of Family Christian LLC, Family Christian Holding LLC and FCS
Giftco LLC under Case No. 15-00643.
The Debtors are represented by Todd Almassian, Esq., at Keller &
Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan
Glover, Esq., at Burr & Forman LLP as counsel. Brookwood
Associates, LLC serves as investment banker.
Family Cristian disclosed, in an amended schedules, $74,804,981 in
assets and $127,413,998 in liabilities as of the Chapter 11
filing.
The U.S. Trustee for Region 9 appointed seven creditors to serve on
the official committee of unsecured creditors. The Committee
tapped to retain Fox Rothschild LLP as its counsel and Miller
Johnson as its co-counsel.
Credit Suisse AG, Cayman Island Branch, as administrative agent and
collateral agent for term lenders, is represented by:
Jennifer C. Hagle, Esq.
Gabriel R. MacConaill, Esq.
SIDLEY AUSTIN LLP
555 West Fifth Street
Los Angeles, CA 90013
Tel: (213) 896-6000
Fax: (213) 896-6600
- and -
Scott Hogan, Esq.
Laura J. Genovich, Esq.
FOSTER, SWIFT, COLLINS & SMITH PC
1700 E. Beltliner Ave., NE, Suite 200
Grand Rapids, MI 49525
Tel: (616) 726-2207
Fax: (616) 726-2299
FAMILY CHRISTIAN: Burr & Forman Approved as Bankruptcy Co-Counsel
-----------------------------------------------------------------
Family Christian, LLC, et al., won approval from the bankruptcy
court to employ Burr & Forman LLP as their co-counsel.
The compensation of Burr & Forman for services rendered to the
Debtors will be at the regular hourly rates, subject to the
approval of the Court. All fees and expenses will be subject to
final approval of the Court.
The firm can be reached at:
Erich Durlacher, Esq.
Brad Baldwin, Esq.
BURR & FORMAN LLP
171 17th Street, N.W., Suite 1100
Atlanta, GA 30363
Tel: (404) 815-3000
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The U.S. Bankruptcy Court ordered the joint administration of the
cases of Family Christian LLC, Family Christian Holding LLC and FCS
Giftco LLC under Case No. 15-00643.
The Debtors are represented by Todd Almassian, Esq., at Keller &
Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan
Glover, Esq., at Burr & Forman LLP as counsel. Brookwood
Associates, LLC serves as investment banker.
Family Cristian disclosed, in an amended schedules, $74,804,981 in
assets and $127,413,998 in liabilities as of the Chapter 11
filing.
The U.S. Trustee for Region 9 appointed seven creditors to serve on
the official committee of unsecured creditors. The Committee
tapped to retain Fox Rothschild LLP as its counsel and Miller
Johnson as its co-counsel.
FAMILY CHRISTIAN: Epiq Approved as Claims and Noticing Agent
------------------------------------------------------------
Family Christian, LLC, et al., won approval from the Bankruptcy
Court to employ Epiq Bankruptcy Solutions, LLC, as official claims,
balloting and noticing agent.
Epiq will, among other things:
i) act as claims agent in the Debtors' cases and receive,
maintain, docket and otherwise administer the proofs of claim and
voting ballots filed in the chapter 11 cases;
ii) distribute required notices to parties in interest, and
iii) provide, as required by the Debtors, other administrative
services that would fall within the purview of services to be
provided by the Clerk's Office.
On April 3, 2015, the Debtors supplemented their application for
purposes of submitting a revised form of approval order which is a
redline against the original form of approval order attached to
the application. The redline reflects changes to the approval made
in consideration of comments received by the U.S. Trustee's Office,
the Clerk of the Court, and the Creditors Committee.
To the best of the Debtors' knowledge, Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The U.S. Bankruptcy Court ordered the joint administration of the
cases of Family Christian LLC, Family Christian Holding LLC and FCS
Giftco LLC under Case No. 15-00643.
The Debtors are represented by Todd Almassian, Esq., at Keller &
Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan
Glover, Esq., at Burr & Forman LLP as counsel. Brookwood
Associates, LLC serves as investment banker.
Family Cristian disclosed, in an amended schedules, $74,804,981 in
assets and $127,413,998 in liabilities as of the Chapter 11
filing.
The U.S. Trustee for Region 9 appointed seven creditors to serve on
the official committee of unsecured creditors. The Committee
tapped to retain Fox Rothschild LLP as its counsel and Miller
Johnson as its co-counsel.
FAMILY CHRISTIAN: Keller & Almassian Approved as Co-Counsel
-----------------------------------------------------------
Family Christian, LLC, et al., won approval from the Bankruptcy
Court to employ Keller & Almassian, PLC, as their co-counsel, nunc
pro tunc to Feb. 9, 2015.
The compensation of Keller & Almassian, PLC, for services rendered
to the Debtors will be at the regular hourly rates, subject to the
approval of the Court. All fees and expenses will be subject to
final approval of the Court.
The firm can be reached at:
A. Todd Almassian, Esq.
Greg J. Ekdahl, Esq.
KELLER & ALMASSIAN, PLC
230 East Fulton Street
Grand Rapids, MI 49503
Tel: (616) 364-2100
E-mail: ecf@kalawgr.com
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The U.S. Bankruptcy Court ordered the joint administration of the
cases of Family Christian LLC, Family Christian Holding LLC and FCS
Giftco LLC under Case No. 15-00643.
The Debtors are represented by Todd Almassian, Esq., at Keller &
Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan
Glover, Esq., at Burr & Forman LLP as counsel. Brookwood
Associates, LLC serves as investment banker.
Family Cristian disclosed, in an amended schedules, $74,804,981 in
assets and $127,413,998 in liabilities as of the Chapter 11
filing.
The U.S. Trustee for Region 9 appointed seven creditors to serve on
the official committee of unsecured creditors. The Committee
tapped to retain Fox Rothschild LLP as its counsel and Miller
Johnson as its co-counsel.
FAMILY CHRISTIAN: Miller Johnson Approved as Committee Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Family Christian, LLC, et al., won approval from the
Bankruptcy Court to retain Miller Johnson as its co-counsel
effective as of Feb. 25, 2015.
According to the Committee, Miller Johnson will work with Fox
Rothschild LLP and any other professionals the Committee will
employ to ensure that there is no unnecessary duplication of
services performed or charged to the Debtors' estate.
The hourly rates of the personnel of Miller Johnson are:
Professional Hourly Rate
------------ -----------
John T. Piggins $400
Robert D. Wolford $380
Rachel L. Hillegonds $265
Paralegals $155 to $250
The Committee has been informed that the Office of the U.S. Trustee
will be following the fee guidelines for large chapter 11 cases
when reviewing professional application in the case.
John Shearer, vice president credit services for Harper Collins
Publishing, as chairman of the Official Committee of Unsecured
Creditors, declared that in order to control fees and costs in the
case, the Committee intends to review its professional fees and
costs on a monthly basis.
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The U.S. Bankruptcy Court ordered the joint administration of the
cases of Family Christian LLC, Family Christian Holding LLC and FCS
Giftco LLC under Case No. 15-00643.
The Debtors are represented by Todd Almassian, Esq., at Keller &
Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan
Glover, Esq., at Burr & Forman LLP as counsel. Brookwood
Associates, LLC serves as investment banker.
Family Cristian disclosed, in an amended schedules, $74,804,981 in
assets and $127,413,998 in liabilities as of the Chapter 11
filing.
The U.S. Trustee for Region 9 appointed seven creditors to serve on
the official committee of unsecured creditors. The Committee
tapped to retain Fox Rothschild LLP as its counsel and Miller
Johnson as its co-counsel.
FAMILY CHRISTIAN: Resurgence Approved as Financial Advisor
----------------------------------------------------------
Family Christian, LLC, et al., won approval from the Bankruptcy
Court to employ Resurgence Financial Services, LLC, as their
financial advisor.
Daniel McDermott, U.S. Trustee for Region 9, has withdrawn his
objection to the application. The U.S. Trustee had objected to the
application on the grounds that it proposed to retain Resurgence
under Section 328(a) and potentially deprive the U.S. Trustee from
reviewing or challenging the reasonableness of any fees and
expenses of Resurgence under Section 330.
The Official Committee of Unsecured Creditors' objection to the
application was two-fold: (i) they repeat the U.S. Trustee's
objection regarding retention under Section 328(a) and the
Committee's request to review or challenge the reasonableness of
any fees under Section 330, and (ii) they assert that Resurgence is
not providing tangible benefit to the Debtors but only services
that are duplicate of the Debtors' proposed investment banker
(Brookwood Associates LLC) or their proposed financial auditors
(Crowe Horwath).
The Debtors, in response to the objections, said that the services
are not duplicative of any professionals engaged by the Debtors,
i.e., Brookwood Associates (marketing the Debtor), Williams Benator
(tax services) and Crowe Horwath (auditing services for tax
returns); nor do such other professionals possess Resurgence's
experience in performing the duties summarized above and they were
not retained for such purposes.
As reported in the Troubled Company Reporter on Feb. 24, 2015, the
Debtors tapped Resurgence Financial to:
(a) provide general financial advisory services to the Debtors
with respect to their business operations, properties, financial
condition, and the administration of their Chapter 11 cases;
(b) assist the Debtors' with the preparation of monthly
operating reports, cash collateral budgets, cash flow forecasts,
and other reports as may be needed from the Debtors in the
administration of their Chapter 11 cases;
(c) provide specific valuation or other financial analyses as
the Debtors may require;
(d) assist with the formulation, evaluation, implementation of
various options for a restructuring, financing, reorganization, or
sale of the Debtors' or their assets or businesses;
(e) provide financial advisory services to the Debtors in
connection with any plan of reorganization that the Debtors' seek
to develop in these Chapter 11 case;
(f) assist the Debtors in negotiations with creditors,
shareholders and other appropriate parties-in-interest;
(g) provide testimony in court (including expert testimony) if
necessary or as reasonably requested by the Debtors' counsel with
respect to matters upon which Resurgence Financial has provided
advice or professional opinions to the Debtors; and
(h) provide other support as may be reasonably requested by the
Debtor or Counsel that fall within Resurgence's expertise,
experience and capabilities that are mutually agreeable.
Gary M. Murphey, the managing director of Resurgence Financial,
will lead all of the day-to-day aspects of this assignment.
Resurgence Financial intends to charge the Debtors at its customary
hourly rates:
Directors $375 per hour
Senior Manager $200 per hour
Resurgence Financial also intends to apply for reimbursement of its
actual expenses incurred in connection with the Debtors' Chapter 11
cases.
Mr. Murphey assures the Court that Resurgence Financial and its
employees are "disinterested persons" as that phrase is defined in
Section 101(14) of the Bankruptcy Code, and that the firm neither
represents nor holds an interest adverse to the interest of the
Debtors' estates.
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The U.S. Bankruptcy Court ordered the joint administration of the
cases of Family Christian LLC, Family Christian Holding LLC and FCS
Giftco LLC under Case No. 15-00643.
The Debtors are represented by Todd Almassian, Esq., at Keller &
Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan
Glover, Esq., at Burr & Forman LLP as counsel. Brookwood
Associates, LLC serves as investment banker. Resurgence Financial
Services, LLC as serves as their financial advisor.
Family Cristian disclosed, in an amended schedules, $74,804,981 in
assets and $127,413,998 in liabilities as of the Chapter 11
filing.
The U.S. Trustee for Region 9 appointed seven creditors to serve on
the official committee of unsecured creditors. The Committee
tapped to retain Fox Rothschild LLP as its counsel and Miller
Johnson as its co-counsel.
FAYE STEWART: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Faye Stewart Transportation Services, LLC 15-06100
3056 N. 33rd Ave
Phoenix, AZ 85017
Faye Stewart Transportation, LLC 15-06102
3056 N. 33rd Ave
Phoenix, AZ 85017
FST Logistics, LLC 15-06104
3056 N. 33rd Ave
Phoenix, AZ 85017
Ida Faye Stewart 15-06109
Nature of Business: Transportation Carrier
Chapter 11 Petition Date: May 18, 2015
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Paul Sala [15-06100]
Hon. Daniel P. Collins [15-06102]
Hon. Brenda K. Martin [15-06104]
Debtors' Counsel: Bradley L. Dunn, Esq.
HINSHAW & CULBERTSON LLP
2375 E. Camelback RD., #750
Phoenix, AZ 85016
Tel: 602-337-5531
Fax: 602-631-4404
Email: bdunn@hinshawlaw.com
Estimated Estimated
Assets Liabilities
----------- -----------
Faye Stewart Transportation Services $500K-$1MM $1MM-$10MM
Faye Stewart Transportation, LLC $0-$50K $1MM-$10MM
FST Logistics, LLC $0-$50K $1MM-$10MM
The petitions were signed by Ida Faye Stewart, owner.
The Debtors did not include a list of their largest unsecured
creditors when they filed the petition.
FEDERATION EMPLOYMENT: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Federation Employment & Guidance Service, Inc., filed with the U.S.
Bankruptcy Court for the Eastern District of New York its schedules
of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $13,200,000
B. Personal Property $73,497,814
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $27,990,670
E. Creditors Holding
Unsecured Priority
Claims $4,854,609
F. Creditors Holding
Unsecured Non-priority
Claims $12,727,245
----------- -----------
TOTAL $86,697,814 $45,572,524
A copy of the schedules is available for free at:
http://bankrupt.com/misc/FEDERATIONEMPLOYMENT_180_sal.pdf
About FEGS
Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than
120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services. At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.
FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.
The Chapter 11 plan and disclosure statement are due by July 16,
2015.
The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors.
FIRST DATA: Files Form 10-Q, Posts $112 Million Net Loss in Q1
--------------------------------------------------------------
First Data Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $112 million on $2.69 billion of
revenues for the three months ended March 31, 2015, compared to a
net loss attributable to the Company of $201 million on $2.64
billion of total revenues for the same period a year ago.
As of March 31, 2015, the Company had $34.13 billion in total
assets, $31.7 billion in total liabilities, $78 million in
redeemable noncontrolling interest, and $2.35 billion in total
equity.
As of March 31, 2015, and Dec. 31, 2014, the Company held $340
million and $358 million in cash and cash equivalents,
respectively.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/OoUOMJ
About First Data
Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.
First Data reported a net loss attributable to the Corporation of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014, compared with a net loss attributable to the
Corporation of $869 million on $10.8 billion of total revenues
during the prior year.
* * *
The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.
FULLCIRCLE REGISTRY: Posts $215,000 Net Loss in First Quarter
-------------------------------------------------------------
FullCircle Registry, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $215,000 on $316,000 of revenues for the three months ended
March 31, 2015, compared to a net loss of $95,500 on $386,000 of
revenues for the same period in 2014.
As of March 31, 2015, the Company had $5.70 million in total
assets, $6.39 million in total liabilities, and a $687,200 total
stockholders' deficit.
"FullCircle currently owes $30,000 in notes payable and $905,430
notes payable to related parties. Our auditors have expressed
concern that the Company has experienced losses from operations and
negative cash flows from operations since inception. We have
negative working capital and a capital deficiency at March 31,
2015. As of March 31, 2015 the stockholders deficit is $687,200
compared to a deficit of $613,888 on December 31, 2014. These
conditions raise substantial doubt about our ability to continue as
a going concern," the Company states in the report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/aUDvvD
About FullCircle Registry
Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses. FullCircle Registry,
Inc., has become a holding company with three subsidiaries. They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc. Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.
FullCircle Registry reported a net loss of $653,000 on $1.49
million of revenues for the year ended Dec. 31, 2014, compared to a
net loss of $448,000 on $1.88 million of revenues for the year
ended Dec. 31, 2013.
Somerset CPAs, P.C., in Indianapolis, Indiana, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that FullCircle
Registry has suffered recurring losses from operations and has a
net working capital deficiency that raises substantial doubt about
the Company's ability to continue as a going concern.
GENERAL STEEL: Receives Noncompliance Notice From NYSE
------------------------------------------------------
General Steel Holdings, Inc., announced that the New York Stock
Exchange, Inc., has notified the Company that it has fallen below
the NYSE's continued listing standard set forth in Section 802.01C
of the Listed Company Manual that requires a minimum average
closing price of $1.00 per share of the Company's common stock
over a consecutive 30-trading-day period.
Under the NYSE regulations, the Company has a cure period of six
months from receipt of the NYSE's notice to achieve compliance with
the continued listing standard of Section 802.01C. The Company can
regain compliance at any time during the six-month cure period if
on the last trading day of any calendar month during the cure
period, the Company has a closing share price and an average
closing share price of at least $1.00 over the 30 trading-day
period ending on the last trading day of that month.
The Company will provide the NYSE with the required response within
10 business days of its receipt of the NYSE Notice, stating its
intent to cure this deficiency. The Company may consider
implementing a reverse stock split of its common stock, which the
Company received shareholder approval for at its annual general
meeting on Dec. 29, 2014, in order to effect a cure of its
non-compliance with the Pricing Standard within the appropriate
timeframe and to avoid any future non-compliance. If the Company
decides to implement such a reverse stock split, it will inform the
NYSE in accordance with applicable NYSE rules.
Subject to compliance with the NYSE's other continued listing
standards and ongoing oversight, the Company's common stock will
continue to be listed and traded on the NYSE during the six-month
cure period, under the symbol "GSI", but will continue to be
assigned a ".BC" indicator. The Company's business operations and
United States Securities and Exchange Commission reporting
requirements are not affected by the receipt of the NYSE's notice.
The Company intends to actively monitor the closing price of its
common stock during the cure period and will evaluate all available
options to resolve this non-compliance and regain compliance with
the Pricing Standard.
About General Steel Holdings
General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe. General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.
General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013. As of Dec. 31, 2014, General Steel had $2.56 billion in
total assets, $3.12 billion in total liabilities, and a $562
million total deficiency.
Friedman 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 an accumulated deficit, has
incurred a gross loss from operations, and has a working capital
deficiency at Dec. 31, 2014. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
GREAT PLAINS: Trustee and Objectors to Split Mediator's Retainer
----------------------------------------------------------------
U.S. Bankruptcy Judge Thomas P. Agresti signed off a stipulation
among Guy C. Fustine, Chapter 11 trustee for Great Plains
Exploration, LLC, et al., Richard Osborne and his related entities,
the Richard M. Osborne Revocable Trust, Osair, Inc., and Mentor
Equipment Rental, LLC, Nicholas R. Pagliari, Esq., as mediator,
relating to the compensation of the mediator.
The parties agreed that, among other things:
1. The mediator will charge $255 per hour for pre- and
post-mediation session services rendered through completion of the
mediation process, plus reasonable expenses incurred, if any.
2. The mediator's retainer of $2,000 will be paid half by the
trustee and half by the objectors. The retainers are to be paid
prior to the commencement of the mediation session. For the
avoidance of doubt, the retainers for both the Great Plains case
and the Oz Gas Case will total $2,000, not $2,000 per case.
3. The parties and the mediator intend to have a mediation
session by May 1, 2015, which will be held in the mediator's office
located at 100 State Street, Suite 700, Erie, Pennsylvania 16507,
or at other location as the parties may agree. Counsel to the
parties have acknowledged their understanding that a representative
of the objectors, with full authority to settle, and the trustee
must be physically present for the session, unless the Court
determines otherwise.
On April 17, 2015, the Court appointed Mr. Pagliari as mediator to
mediate the contested matter between the trustee and the objectors.
The parties expressed willingness to participate in a mediation
with Mr. Pagliari in an effort to resolve all outstanding issues
raised by the objectors.
The trustee, in its motion for a mediator, stated that Richard
Osborne and his related entities, the Richard M. Osborne Revocable
Trust, Osair, Inc., and Mentor Equipment Rental, LLC, objected to
the motion to sell personal property free and divested of liens at
public auction.
According to the trustee, at a hearing held on April 17, the Court
indicated that the issues raised by the objectors needed to be
resolved before the auction could proceed and all parties agree
with the approach. The Court also expressed the view that require
the trustee to commence an adversary proceed t determine the
ownership issues would be an elevation of form over substance in
the circumstances presented, and the objectors agreed, stating that
as long as there would be time to address the issues prior to any
auction sale they would not insist on an adversary proceeding. The
objectors also clarified that the rent that they were claiming was
not property to be sold is stored and for reimbursement of expenses
related to any labor required y th trustee or their personnel both
before and after the sale.
The Debtors are represented by:
Guy C. Fustine, Esq.
KNOX MCLAUGHLIN GORNALL & SENNETT, P.C.
120 West 10th Street
Erie, PA 16501-1461
E-mail: gfustine@kmgslaw.com
Richard M. Osborne is represented by:
Richard A. Baumgart, Esq.
DETTELBACH, SICHERMAN & BAUMGART
1801 East 9th Street
1100 Ohio Savings Plaza
Cleveland, OH 44114-3169
E-mail: rbaumgart@dsb-law.com
The mediator is represented by:
Nicholas R. Pagliari, Esq.
MACDONALD, ILLIG, JONES & BRITTON LLP
100 State Street, Suite 700
Erie, PA 16507
E-mail; npagliari@mijb.com
About John D. Oil & Gas;
OZ Gas; and Great Plains Exploration
Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio. The Company has 58 producing wells. The
Company also has one self storage facility located in Painesville,
Ohio. The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.
John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012. Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).
On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB. District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver. The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.
Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors. Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts. John D. Oil's balance
sheet at Dec. 31, 2011, showed $6.98 million in total assets,
$13.26 million in total liabilities, and a stockholders' deficit
of $6.28 million. The petitions were signed by Richard M.
Osborne, CEO.
The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.
GUIDED THERAPEUTICS: Posts $1.2 Million Net Loss in First Quarter
-----------------------------------------------------------------
Guided Therapeutics, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.2 million on $127,000 of sales for the three months ended
March 31, 2015, compared to a net loss of $1.56 million on $122,000
of sales for the same period in 2014.
As of March 31, 2015, the Company had $2.56 million in total
assets, $7.57 million in total liabilities and $5.01 million total
stockholders' deficit.
At March 31, 2015, the Company had negative working capital of
approximately $3.6 million and the stockholders' deficit was
approximately $5 million, primarily due to recurring net losses
from operations and deemed dividends on warrants and preferred
stock, offset by proceeds from the exercise of options and warrants
and proceeds from the sales of stock.
"The Company's capital-raising efforts are ongoing. If sufficient
capital cannot be raised by the end of second quarter of 2015, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support and
additional NCI, NHI or other grant funding. However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all. In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Compan said.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/SrGAM0
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
For the year ended Dec. 31, 2014, the Company reported a net loss
attributable to common stockholders of $10.03 million on $65,000 of
contract and grant revenue compared to a net loss attributable to
common stockholders of $10.39 million on $820,000 of contract and
grant revenue in 2013.
HEXION INC: Reports $34 Million Net Loss in First Quarter
---------------------------------------------------------
Hexion Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $34 million
on $1.07 billion of net sales for the three months ended March 31,
2015, compared to a net loss of $18 million on $1.29 billion of net
sales for the same period a year ago.
As of March 31, 2015, the Company had $2.57 billion in total
assets, $5.01 billion in total liabilities and a $2.44 billion
total deficit.
"We are pleased to report another quarter of strong growth despite
continued global economic and commodity price volatility," said
Craig O. Morrison, chairman, president and CEO. "Adjusted for
currency fluctuations, our Segment EBITDA increased 13% reflecting
increased demand for our specialty epoxy products, improved
fundamentals in our base epoxies business and the successful
execution of our strategic cost savings program."
"In April, we successfully completed a $315 million bond offering
and amendment to our asset-based revolving credit facility.
Proceeds from the offering will primarily be used to enhance our
balance sheet and fund the structural investments we continue to
make in both the growth of our specialty portfolio and the ongoing
optimization of our cost structure. On behalf of the Company, I
would like to thank our valued lenders for their ongoing support of
our strategic objectives and growth."
"We are a highly leveraged company. Our primary sources of
liquidity are cash flows generated from operations and availability
under the ABL Facility. Our primary liquidity requirements are
interest, working capital and capital expenditures," the Company
states in the report.
At March 31, 2015, Hexion had total debt of approximately $3.8
billion, unchanged from Dec. 31, 2014. In addition, at March 31,
2015, the Company had $462 million in liquidity comprised of $152
million of unrestricted cash and cash equivalents, $2 million of
short-term investments, $271 million of borrowings available under
the Company's asset-backed loan facility and $37 million of time
drafts and availability under credit facilities at certain
international subsidiaries.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/8W1vT0
About Hexion Inc.
Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc.,
headquartered in Columbus, Ohio, is a producer of thermoset resins
(epoxy, formaldehyde and acrylic). The company is also a supplier
of specialty resins for inks and specialty coatings sold to a
diverse customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.
Hexion reported a net loss of $148 million in 2014 following a net
loss of $634 million in 2013.
* * *
The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive
Specialty by one notch to 'CCC+' from 'B-'. "The downgrade
follows MSC's significant use of cash in the first half of 2014 and
our expectation that lackluster cash flow from operations and
elevated capital spending will cause free operating cash flow to be
significantly negative in 2014 and 2015," said Standard & Poor's
credit analyst Cynthia Werneth.
As reported by the TCR on Dec. 15, 2014, Moody's Investors Service
lowered the Corporate Family Rating of Momentive to 'Caa1' from
'B3'. "Due to elevated leverage, heavy capital spending on new
capacity in 2014 and 2015, and the lack of meaningful improvement
in financial performance, Moody's have lowered Momentive
Specialty's rating," stated John Rogers, senior vice president at
Moody's.
IMH FINANCIAL: Incurs $3.5 Million Net Loss in First Quarter
------------------------------------------------------------
IMH Financial Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $3.5 million on $9.53
million of total revenue for the three months ended March 31, 2015,
compared to a net loss attributable to common shareholders of $3
million on $6.59 million of total revenue for the same period last
year.
As of March 31, 2015, the Company had $196.87 million in total
assets, $108.6 million in total liabilities, $27.88 million in
redeemable convertible preferred stock and $60.38 million in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/hWnjbs
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
IMH Financial reported a net loss attributable to common
shareholders of $39.5 million, a net loss attributable to common
shareholders of $26.2 million and a net loss attributable to common
shareholders of $32.2 million in 2012.
INTERNATIONAL BRIDGE: Section 341(a) Meeting Set for June 8
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of International
Bridge Corporation will be held on June 8, 2015, at 10:00 a.m. at
KC Room 173.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About Int'l Bridge Corp.
International Bridge Corporation, a contractor for government
projects in the South Pacific and Guam, sought Chapter 11
protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on
May 7, 2015. Robert Toelkes, the sole shareholder and manager,
signed the petition. The Debtor disclosed total assets of $17.4
million and total debts of $27.4 million.
The case is assigned to Judge Robert D. Berger. The Debtor tapped
Stevens & Brand, LLP, as its counsel. Foulston Siefkin, LLP,
serves as the Debtor's special litigation counsel. Robert G. Nath,
PLLC, represents the Debtor as special tax counsel.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due by Sept. 4, 2015.
ISTAR FINANCIAL: Fitch to Withdraw Company Ratings in 30 Days
-------------------------------------------------------------
Fitch Ratings expects to withdraw its ratings of iStar Financial
Inc. at the end of a 30-day period beginning May 18, 2015. Fitch
will continue to maintain coverage of iStar and its related
entities prior to withdrawal. This advance notice is provided for
the benefit of users in managing their use of Fitch's ratings.
Fitch has decided to discontinue the ratings in 30 days, which are
uncompensated.
Fitch currently rates iStar Financial as follows:
-- IDR 'B';
-- 2012 senior secured tranche A-2 due March 2017 'BB/RR1';
-- Senior unsecured notes 'BB-/RR2';
-- Convertible senior notes 'BB-/RR2';
-- Preferred stock 'CCC/RR6'.
The Rating Outlook is Positive.
J.C. PENNEY: Fitch Affirms 'CCC' Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. at 'CCC'.
The Rating Outlook is Positive.
KEY RATING DRIVERS
Fitch Ratings expects J.C. Penney to generate EBITDA of
approximately $600 million in 2015 versus $277 million in 2014,
based on 3% comparable store sales (comps) growth, gross margin of
approximately 36%, and further selling, general and administrative
(SG&A) reduction of approximately $100 million. The Positive
Outlook reflects the potential that J.C. Penney could generate
annual EBITDA in the $700 million to $800 million range in 2016 and
2017, which would cover its fixed obligations, and the company
makes progress in addressing its debt maturities through 2018.
Fitch expects J.C. Penney to sustain comps growth in the 2%-3%
range and gross margin to improve modestly beyond 2015. This should
result in EBITDA of approximately $700 million in 2016, with the
potential to approach $800 million in 2017, assuming flat SG&A
expense.
On its recent first-quarter earnings call, J.C. Penney reiterated
its targets to reach a top-line of $14.5 billion and EBITDA of $1.2
billion by 2017, by rebuilding market share on its existing
platform and investing in growth initiatives in center core (fine
jewelry and fashion accessories, Sephora, footwear, handbags and
intimate apparel), home and omnichannel.
While targeted 2017 revenue of $14.5 billion would still be 15% shy
of 2011 levels of $17.3 billion, Fitch views the 5%-6% in annual
revenue growth required in 2016 and 2017 to achieve this target as
ambitious given today's industry dynamics. Fitch expects overall
apparel, accessories, footwear and home sales to grow 2%-3%
annually, with growth in online sales accounting for over 50% of
the growth. Department store traffic trends remain soft and
industry sales are expected to continue to decline 2% annually as
volume continues to shift to off-mall channels, such as online,
discount and off-price retailers.
Overall share gains in the overcrowded mid-tier space will
therefore remain challenging, and Fitch expects 2%-3% annual comps
growth is sustainable at best. Fitch anticipated J.C. Penney's
store traffic to be flat to modestly up over the next 12-24 months,
with store-level comps up 1%-2%. Fitch expects online sales to grow
10%-12% annually from the 2014 base of $1.2 billion, to $1.6
billion-$1.7 billion in 2017, contributing 1.0%-1.3% annually to
overall comps.
The company ended 2014 with $2.1 billion in liquidity between cash
and cash equivalents of $1.3 billion and $773 million available
under its $1.85 billion credit facility. Free cash flow (FCF) in
2014 was a modest negative $13 million compared to negative $2.8
billion in 2013, reflecting EBITDA growth and working capital
improvement to positive $332 million. FCF is expected to be flat to
negative $100 million in 2015, assuming cash interest expense of
$400 million, capex of $250 million-$300 million and flat to modest
working capital use.
The company's next debt maturity is $78 million in August 2016 and
$220 million in April 2017. These could be refinanced or partly
paid down with cash.
KEY ASSUMPTIONS
-- Fitch expects J.C. Penney to generate positive EBITDA of $600
million in 2015, based on 3% comps growth, gross margin of
approximately 36%, and further SG&A reduction of
approximately $100 million.
-- EBITDA in 2016 and 2017 could improve by another $100 million
annually assuming J.C. Penney sustains low single comps,
modest improvement in gross margin, and flat SG&A.
-- FCF is expected to be flat to negative $100 million in 2015,
assuming cash interest expense of $400 million, capex of $250
million-$300 million and flat to modest working capital use.
-- Liquidity is expected to remain strong at around $2 billion
at the end of 2015.
RATING SENSITIVITIES
Positive Rating Action: A positive rating action could occur if the
continues to generate 2%-3% comp growth and EBITDA in the $700
million to $800 million range to cover its fixed obligations and
has sufficient liquidity to address near term debt maturities on a
timely basis.
Negative Rating Action: A negative rating action could occur if
comps and margin trends stall, indicating J.C. Penney is not
stabilizing its core business, leading to concerns about the
company's liquidity position.
ISSUE RATINGS BASED ON RECOVERY ANALYSIS
For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
ratings are derived from the IDR and the relevant Recovery Rating
(RR) and notching, based on Fitch's recovery analysis that places a
liquidation value under a distressed scenario of approximately $5.5
billion as of Jan. 31, 2015, for J.C. Penney.
J.C. Penney's $2.35 billion senior secured asset-backed loan (ABL)
facility that matures in June 2019 is rated 'B/RR1', which
indicates outstanding recovery prospects (91%-100%) in a distressed
scenario. The facility comprises a $1.85 billion revolving line of
credit and a $500 million first-in, last-out term loan.
The facility is secured by a first lien priority on inventory and
receivables with borrowings subject to a borrowing base. Any
proceeds of the collateral will be applied first to the
satisfaction of all obligations under the revolving facility and
second to the satisfaction of the obligations under the term loan
facility.
J.C. Penney is required to maintain a minimum excess availability
at all times of not less than the greater of 10% of line cap (the
lesser of total commitment or borrowing base) and $150 million.
The $2.2 billion term loan due May 2018 is also expected to have
outstanding recovery prospects of 91%-100%, leading to a 'B/RR1'
rating. The term loan facility is secured by (a) first lien
mortgages on owned and ground leased stores (subject to certain
restrictions primarily related to Principal Property owned by J.C.
Penney Corporation, Inc.), the company's headquarters and related
land, and nine owned distribution centers; (b) a first lien on
intellectual property (trademarks including J.C. Penney, Liz
Claiborne, St. John's Bay and Arizona), machinery and equipment;
(c) a stock pledge of J.C. Penney Corporation and all of its
material subsidiaries and all intercompany debt; and (d) second
lien on inventory and accounts receivable that back the ABL
facility.
The $2.6 billion of senior unsecured notes are rated 'CCC/RR4',
indicating average recovery prospects (31%-50%).
Fitch has affirmed J.C. Penney's ratings as follows:
J.C. Penney Co., Inc.
-- IDR at 'CCC'.
J.C. Penney Corporation, Inc.
-- IDR at 'CCC';
-- Senior secured bank credit facility at 'B/RR1';
-- Senior secured term loan at 'B/RR1'; and
-- Senior unsecured notes and debentures at 'CCC/RR4'.
The Rating Outlook is Positive.
JAMES RIVER: Perella Weinberg Monthly Fees Reduced
--------------------------------------------------
U.S. Bankruptcy Judge Kevin R. Huennekens authorized James River
Coal Company, et al., to reduce the fees of Perella Weinberg
Partners LP, their restructuring financial advisor.
At the Debtors' behest, the Court ordered that PWP will continue to
earn a monthly fee in accordance with the terms of the engagement
letter, provided that each monthly fee earned from and after the
monthly period commencing March 1, 2015, will be in the amount of
$100,000, and each such monthly fee, up to an aggregate cap of
$750,000 will accrue and be payable by the Debtors as an
administrative expense pursuant to Section 503(b) of the Bankruptcy
Code.
The Debtors filed a second supplemental motion to hire Perella to
seek a reduction in the firm's fees. After the consummation of the
sale of the Debtors' remaining operational assets to Revelation
Energy, LLC, the Debtors and their professional advisors have been
in the process of monetizing their remaining non-operational
assets, and otherwise winding down the estates. In an effort to
preserve cash needed to fund the wind-down process and, ultimately,
a chapter 11 plan, the Debtors and PWP have agreed to restructure
the terms of PWP's compensation in a manner that enables the
Debtors to preserve liquidity. PWP has agreed to eliminate the
cash payment of any monthly fee and reduce and continue to defer
its remaining monthly fees under the terms and conditions.
About James River
James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States. James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.
James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014. The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.
On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.
The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel. Perella Weinberg Partners
L.P. is the Debtors' financial advisor. Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.
The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors. Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.
The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for
$52 million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining. The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.
JODY L. KEENER: Super Wings' Motion to Dismiss Denied
-----------------------------------------------------
Chief Bankruptcy Judge Thad J. Collins, in his April 16, 2015
Ruling Re: Motion to Dismiss Combined With or In the Alternative
Motion for Summary Judgment, in the case JODY L. KEENER, Plaintiff,
v. SUPER WINGS INTERNATIONAL, LIMITED, Defendant, ADVERSARY NO.
14-09061, dismissed the defendant's Motion to Dismiss or for
Summary Judgment without prejudice to its renewal upon completion
of the evidentiary hearing.
The Debtor brought this adversary to compel Super Wings to turnover
property that allegedly belongs to the bankruptcy estate.
The Court was not able to properly decide the preclusion arguments
due to the lack of clarity in the factual record. Judge Collins
stated that there were factors that left the Court with great
suspicion that the "Assignment and the suit underlying it may not
have had any business purpose, let alone a legitimate business
purpose." He opted to withhold his ruling until after the Debtor
is able to have the opportunity to present facts in support of the
issue regarding the Assignment.
A copy of Judge Collins's Memorandum Opinion is available at
http://is.gd/tCKiRefrom Leagle.com.
On July 30, 2013, three creditors filed an involuntary Chapter 7
Petition against Jody Keener. While the involuntary petition was
still pending, the Debtor filed a voluntary Chapter 11 bankruptcy
(Bankr. Case No. 14-01169, Bankr. N.D. Iowa) on July 28, 2014.
KENTWOOD ECONOMIC: Fitch Affirms 'BB+' Rating on Series 2012 Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Kentwood Economic Development Corporation (MI) revenue bonds issued
on behalf of Holland Home Obligated Group (HH):
-- $50.23 million, series 2012;
-- $34.04 million series 2006A.
The Rating Outlook remains Positive.
KEY RATING DRIVERS
MAINTENANCE OF POSITIVE OUTLOOK: The maintenance of the Positive
Outlook reflects the strong year-end 2014 financial performance at
HH, offset by liquidity that, while improved, remains below
investment-grade levels.
STRONG 2015 ENTRANCE FEE YEAR: HH's $12.9 million in net entrance
fee receipts was the highest over the four-year historical period.
The entrance fees helped HH maintain its net operating margin -
adjusted, which at 15.7% was consistent with the prior year
performance and helped offset a softer year for underlying
operations. HH's operating ratio rose to 103.5% from 100.3% year
over year, with the weaker performance driven largely by a lower
than budgeted hospice census.
IMPROVING LIQUIDITY METRICS: HH's liquidity continues to steadily
improve growing 73% since 2011, to $39.4 million at March 31, 2015
from $22.8 million at Dec. 31, 2011 (both net of lines of credit).
However, HH's liquidity metrics of 208 days cash on hand of, 37%
cash to debt and a 5.1x cushion ratio at March 31, 2015 remain
below Fitch's 'BBB' category medians.
CAPITAL PROJECTS NEAR COMPLETION: HH is nearly finished with an
assisted living (AL) and skilled nursing project at Breton Woods,
which Fitch believes will be accretive to HH's operating
performance. To date, the project has been completely funded by
philanthropy, which Fitch views as a credit positive. HH is nearing
its philanthropic target that will enable it to complete another AL
building on the same campus.
MANAGEABLE DEBT BURDEN: Maximum annual debt service (MADS) equates
to a moderate 10% of revenues at year-end 2014. MADS coverage over
the last two years has been solid at 2.1x in 2014 and 2.4x in
2013.
RATING SENSITIVITIES
POSITIVE TREND IN PERFORMANCE CONTINUES: Upward rating movement is
possible should HH improve its operating ratio from 2014 levels,
maintain current levels of debt service coverage, and continue to
grow its liquidity.
FUTURE PROJECTS: HH is completing a longer term strategic plan,
which Fitch expects more clarity on in the next year. The timing,
scope, and financing of the projects outlined in the strategic plan
could also impact positive momentum on the rating.
SECURITY
Debt payments are secured by a revenue pledge of the obligated
group (OG), a first mortgage lien on certain property, and a debt
service reserve fund.
CREDIT PROFILE
Holland Home is a type-B continuing care retirement community
(CCRC) that operates three campuses of multi-level senior housing
in Grand Rapids, MI, providing a total of 723 independent living
units (ILUs) and cottages, 435 assisted living and dementia units,
20 residential hospice units and 241 nursing beds. Total operating
revenues in fiscal 2014 were $74 million (Dec. 30 fiscal
year-end).
The Positive Outlook reflects the improvements to HH's overall
financial profile, which was sustained in 2014. Credit concerns
include thinner liquidity metrics and potential capital projects.
MIXED OPERATING PERFORMANCE
In 2014, HH's operating ratio weakened to 103.5% from 100.3% in
2013. The weaker operating performance was driven by softer hospice
census, as competition for hospice services in the service area has
increased. Management has a plan in place to improve the census for
2015. However, HH's overall financial performance remained stable
due to a second year of strong net entrance fee receipts. HH
reported 78 sales or move-ins in 2014, consistent with the 79 in
2013, and significantly higher than the 59 in 2012. With strong
entrance fees, HH's net operating margin adjusted was at 15.7%,
consistent with the 15.9% in 2013.
MANAGEABLE DEBT BURDEN
Coverage remained strong in 2014 at 2.1x as compared to 2.4x in
2013. The drop in coverage reflects the softer operating
performance, although coverage remained strong for the rating
level. Fitch uses maximum annual debt services (MADS) of $7.6
million for analytical purposes, which reflects level debt service
from 2014-2032. MADS increases to $8.5 million in 2033.
Revenue-only coverage remained good as well at 0.9x. The solid
coverage reflects a manageable debt burden, which Fitch views as a
credit strength and a key driver of the upward rating pressure.
MADS as a percent of equated to a moderate 10% at Match 31, 2015,
compared to the 'BBB' category median of 12.4%.
Long-Term Strategic Plans
As expected, in the last year HH moved forward on ALU construction
and a skilled nursing refurbishment project on the Breton Woods
Campus. The estimated project cost at that time was $9 million to
$10 million and the projects are coming in within budget. Fitch
expected an equity contribution for the project by HH, but HH has
been able to fund the whole project cost to date through
philanthropic support, which Fitch views positively. HH is also
finishing up a larger strategic plan to position the organization
for the longer term health care delivery environment. This will
include projects within and outside the OG. In the very near term,
Fitch anticipates a cottage expansion on the north part of the
Breton Wood Campus that will be built in a number of phases with
the entrance fees from one phase supporting the building of the
next phase. More clarity on this project and a number of the other
projects and initiatives in the plan are expected in the next year.
Fitch does not view additional projects at the current rating level
as a credit concern; however, positive rating momentum could be
impacted by the final scope, funding, and timing of any projects.
Debt Profile
HH's debt structure consists of 77% natural fixed-rate and 23%
direct bank-placed variable-rate bonds. The $24.9 million of
bank-placed mandatory tender bonds subjects HH to an elevated level
of remarketing and interest rate risk because of its light
liquidity. Mitigating this concern is the recent extension of the
tender date for the bonds to 2024.
HH has seven separate swaps composed of three floating- to
fixed-rate swaps and four basis swaps. Fitch views the swap
portfolio as aggressive for the rating level. HH does have
counterparty diversity as the swaps are with three different banks.
There are no collateral posting requirements but some of the swaps
allow for the counterparty to terminate the swap should HH's rating
fall to below 'BB'. At March 31, 2015, the mark-to-market on all
the swaps was negative $9.5 million with the largest individual
swap valuation being negative $3.1 million.
CONTINUING DISCLOSURE
Under the Continuing Disclosure Agreement, HH covenants to provide
audited financial statements and utilization statistics within 180
days of each fiscal year-end and quarterly interim financial
statements and utilizations within 60 days of each fiscal
quarter-end. HH's disclosure to Fitch has been excellent in terms
of content and timeliness.
KID BRANDS: Committee Taps ASK to Pursue Avoidance Actions
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 1
cases of Kid Brands, Inc., et al., is asking the Bankruptcy Court
for approval to retain ASK LLP as special counsel to pursue
avoidance actions, nunc pro tunc to April 6, 2015.
ASK's compensation for a full upfront analysis of the avoidance
actions is included as part of a contingency fee, and ASK is
waiving its customary upfront charges for the service.
ASK will be paid on these terms:
a. Pre Suit. ASK will earn legal fees on a contingency basis of
15% of the cash value plus the cash equivalent value of any claim
waiver obtained on all avoidance actions settled pre-suit, i.e.
before a complaint is filed. Claims can, of course, be
administrative, priority, and general unsecured. ASK's legal fee
will include the value of any claim waiver only to the extent such
claim is a liquidated and agreed -- to amount that otherwise would
be paid but for the waiver obtained as part of the settlement.
b. Post Suit. ASK will earn legal fees on a contingency basis of
25% of the cash value plus the cash equivalent value of any claim
waiver obtained on all Avoidance Actions for which a complaint has
been filed but which settle or are collected pre-judgment.
c. Post Judgment. ASK will earn legal fees on a contingency
basis of 26% of the cash value plus the cash equivalent value of
any claim waiver obtained on all Avoidance Actions after a judgment
has been entered against the defendant.
ASK will advance all fees and expenses, including filing fees, and
seek reimbursement only from collections. Thus, if for some
unforeseen reason, there is insufficient cash recovery to cover the
entire out of pocket expenses, ASK will not seek reimbursement of
any deficiency. ASK will store all physical and electronic records
without any charge.
Joseph L. Steinfeld, Jr., managing partner of ASK, attests that ASK
is a "disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.
About Kid Brands
Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile consumer
products. Its operating subsidiaries consist of Kids Line, LLC,
CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Providing "everything
but the baby" for a child's nursery, the company sells infant
bedding and accessories under the Kids Line and CoCaLo brands;
nursery furniture under the LaJobi brand; and baby care items under
the Kokopax and Sassy brands.
Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-22582) on June 18, 2014. To preserve the value of their assets,
the Debtors are pursuing a sale of the assets pursuant to section
363 of the Bankruptcy Code.
Judge Donald H. Steckroth oversees the cases. The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases. Kid Brands Inc. disclosed $921,358 in
assets and $47,947,589 in liabilities as of the Chapter 11 filing.
Lowenstein Sandler LLP serves as the Debtors' counsel.
PricewaterhouseCoopers LLP is the Debtors' financial advisor. GRL
Capital Advisors acts as the Debtors' restructuring advisors.
GRL's Glenn Langberg served as the Debtors' chief restructuring
officer. Mr. Langberg also oversaw the bankruptcy and sales of Big
M Inc., operator of the Mandee and Annie Sez stores. Rust
Consulting/Omni Bankruptcy is the Debtors' claims and noticing
agent.
Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing to the
Debtors.
The Official Committee of Unsecured Creditors retained Kelley Drye
& Warren LLP as its counsel, and Emerald Capital Advisors Corp. as
its financial advisors.
LIBERATOR INC: Incurs $166,000 Net Loss in Third Quarter
--------------------------------------------------------
Liberator, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $166,000
on $4.27 million of net sales for the three months ended March 31,
2015, compared to a net loss of $104,000 on $3.94 million of net
sales for the same period in 2014.
For the nine months ended March 31, 2015, the Company reported a
net loss of $52,900 on $12.1 million of net sales compared to a net
loss of $36,000 on $11.43 million of net sales for the same period
a year ago.
As of March 31, 2015, the Company had $3.41 million in total
assets, $5.33 million in total liabilities, and a $1.91 million
total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/LFIsv5
About Liberator Inc.
Atlanta, Georgia-based Liberator is a vertically integrated
manufacturer that designs, develops and markets products and
accessories that enhance intimacy. Liberator is also a nationally
recognized brand trademark, brand category and a patented line of
products commonly referred to as sexual positioning shapes and sex
furniture.
Liberator disclosed a net loss of $376,000 on $14.7 million of
net sales for the year ended June 30, 2014, compared to a net loss
of $288,000 on $13.8 million of net sales for the year ended June
30, 2013.
Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2014. The independent
auditors noted that the Company has a net loss of $376,000, a
working capital deficiency of $1.69 million, an accumulated deficit
of $8.42 million and a negative cash flow from continuing
operations of $199,000. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
LIFE TIME: S&P Assigns 'B' CCR & Rates $1.3BB Secured Loans 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Chanhassen, Minn.-based Life Time
Fitness Inc. The outlook is stable.
At the same time, S&P assigned a 'BB-' issue-level rating to Life
Time's proposed $1.35 billion senior secured credit facility
(consisting of a $250 million revolving credit facility due 2020
and a $1.1 billion term loan B due 2022) with a recovery rating of
'1', indicating S&P's expectation for very high (90%-100%) recovery
for lenders in the event of a payment default. S&P also assigned
its 'CCC+ 'issue-level rating to Life Time's proposed $600 million
senior unsecured notes due 2023, with a recovery rating of '6',
indicating S&P's expectation for negligible recovery (0%-10%) for
lenders in the event of a payment default.
Financial sponsors Leonard Green and TPG Capital, along with other
investors, are acquiring Life Time for approximately $4.3 billion.
The purchase price will be funded with approximately $1.7 billion
in new debt issuance, equity contributions, and an anticipated $900
million in proceeds from an expected sale-leaseback transaction of
approximately 29 of Life Time's owned clubs, which S&P expects the
company to complete concurrent with the close of the acquisition.
LTF Merger Sub Inc. will be the original borrower of the credit
facilities and the notes. Upon completion of the acquisition, Life
Time Fitness Inc. will merge with LTF Merger Sub and Life Time
Fitness Inc. will be the surviving borrower entity.
"The rating reflects our assessment of Life Time's business risk as
'fair' and our assessment of its financial risk as 'highly
leveraged,'" said Standard & Poor's credit analyst Shivani Sood.
"Our "fair" business risk assessment on Life Time reflects the
competitive operating environment, low barriers to entry, and high
member attrition rates that are characteristic of the fitness club
industry. We believe these risk factors are largely offset by the
company's good market position and unique product offering, which
has led to lower annual attrition rates than those of rated peers
in spite of the company's use of month-to-month membership
agreements. Annual attrition at Life Time has been in the mid-30%
area since 2012, compared to the low- to mid-40% area for rated
peers. Additionally, we view favorably the comparatively high
percent of revenue that Life Time generates from ancillary
services, including personal training and children's offerings, as
these services contribute to greater member loyalty and usage of
facilities over time," S&P said.
"Our "highly leveraged" financial risk assessment reflects our
expectation that lease adjusted debt to EBITDA will be in the 6x
area and funds from operations (FFO) to debt will be in the
high-single digit area through 2016. We also expect EBITDA
coverage of interest expense will be good, above the mid-2x area,
through 2016, partly offsetting high anticipated leverage. Our
base case forecast incorporates new club openings over the
projection period and that the EBITDA contribution of new clubs
will ramp up over time, although we believe that EBITDA margin may
be modestly pressured over the next few years due to these
openings. We have also incorporated the higher fixed-cost base
from higher rents due to the proposed sale lease-back transaction
and future club openings, which we believe could increase operating
volatility over the intermediate term. However, we believe that
even pro forma for the sale-leaseback transaction, the owned club
portfolio (about 45% of total clubs) gives Life Time better
financial flexibility than that of its rated fitness peers," S&P
added.
The stable outlook reflects S&P's expectation that moderate
consumer spending growth will support good same-store operating
performance, and that good EBITDA growth from newly opened clubs
will modestly offset the substantial amount of leverage that this
transaction and the sale-leaseback transaction add, such that debt
to EBITDA will remain around 6x and EBITDA coverage of interest
will remain above the mid-2x area through 2016.
S&P could lower the rating if EBITDA coverage of interest expense
declines to 1.5x or less as a result of operating performance that
underperforms S&P's forecast or additional leveraging transactions,
including those to maximize shareholder returns.
S&P would consider a one-notch upgrade if it was confident that
operating lease-adjusted debt to EBITDA would remain below 6x and
adjusted FFO to debt would be sustained above 12%. A higher rating
would also depend on S&P's expectation that Leonard Green and TPG
Capital would not engage in any significantly leveraging
transactions that would increase leverage above these thresholds.
LONESTAR GEOPHYSICAL: Case Summary & 3 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Lonestar Geophysical Surveys, LLC
441 S Fretz Avenue
Edmond, OK 73003-5534
Case No.: 15-11872
Chapter 11 Petition Date: May 18, 2015
Court: United States Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Judge: Hon. Sarah A. Hall
Debtor's Counsel: Ross A. Plourde, Esq.
MCAFEE & TAFT
Two Leadership Square, 10th Floor
211 N Robinson
Oklahoma City, OK 73102
Tel: (405) 235-9621
Email: ross.plourde@mcafeetaft.com
Total Assets: $13.5 million
Total Debts: $13.3 million
The petition was signed by Gerod C. Black, CFO.
List of Debtor's three Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Cypress Springs Investments Percentage of $4,500,000
2601 Meadow View Road Company
Edmond, OK 73013
Cypress Springs Investments Percentage of $500,000
2601 Meadow View Road Company
Edmond, OK 73013
Internal Revenue Service Tax Debt $34,643
Cincinnati, OH 45999-0039
LONESTAR GEOPHYSICAL: Files for Chapter 11 in Oklahoma City
-----------------------------------------------------------
Lonestar Geophysical Surveys, LLC, which acquires seismic data and
provides services and products to the oil and gas industry, sought
bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) in
Oklahoma City on May 18, 2015.
According to the financial affairs, the Company had business income
of $16,359,270 in 2013, $18,066,160 in 2014, and $6,738,890 in 2015
to date.
The Debtor disclosed that assets totaled $13,565,162 and debt
totaled $13,357,255 as of May 15, 2015 in an exhibit to its Chapter
11 petition. The Debtor, however, disclosed total assets of
$21,819,210, and total debt of $12,221,283, in its official
schedules of assets and liabilities:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $21,819,210
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $7,186,640
E. Creditors Holding
Unsecured Priority
Claims $34,643
F. Creditors Holding
Unsecured Non-priority
Claims $5,000,000
----------- -----------
TOTAL $21,819,210 $12,221,283
The case is assigned to Judge Sarah A. Hall.
The Debtor tapped Ross A. Plourde, Esq., at McAfee & Taft, as
counsel. The attorney agreed to a $100,000 retainer from the
Debtor.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Sept. 15, 2015. Governmental proofs
of claim are due Nov. 16, 2015.
A copy of the schedules filed together with the Petition is
available for free at:
http://bankrupt.com/misc/okwb15-11872_SAL.pdf
LSI RETAIL: Creditors Have Until June 8 to File Proofs of Claim
---------------------------------------------------------------
LSI Retail II, LLC, received an order establishing June 8, 2015, as
the deadline for any individual or entity to file proofs of claim
against LSI Retail II, LLC. Governmental units who assert claims
against the Debtors are required to file proofs of claim by Oct.
19, 2015.
About LSI Retail II
LSI Retail II, LLC filed a Chapter 11 bankruptcy petition (Bank. D.
Colo. Case No. 15-13375) on April 2, 2015. Alan R. Fishman signed
the petition as president of manager Sunset Management Services.
The Debtor estimated assets and debts of $10 million to $50
million.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., serves as the
Debtor's counsel. The case has been reassigned to Judge Michael E.
Romero from Judge Sidney B. Brooks.
LUNA GOLD: Enters Into Second Forbearance Agreement Amendment
-------------------------------------------------------------
Luna Gold Corp. on May 15 disclosed that it has entered into a
second amendment to the forbearance agreement dated March 5, 2015,
as amended May 1, 2015 with Societe Generale, Mizuho Bank, Ltd. and
the other parties to the Company's February 15, 2013 credit
agreement, as amended, as discussed in the company's news releases
dated March 5, 2015 and May 1, 2015.
Under the terms of the Second Amended Forbearance Agreement, the
Finance Parties will refrain from exercising any rights or remedies
that they may have under the Credit Agreement or otherwise in
respect of the Company's covenant breach and any subsequent default
by the Company until July 1, 2015, unless a breach of the Second
Amended Forbearance Agreement occurs or a further breach of the
Credit Agreement occurs, or if the previously announced investment
by Pacific Road Capital II Pty Limited and its affiliates is
terminated. If Luna remains in default under its covenants under
the Credit Agreement and the Second Amended Forbearance Agreement
is not further extended, the Finance Parties would be entitled to
exercise any of their rights under the Credit Agreement. There can
be no assurances that the Company will remedy the default or
further extend the forbearance.
If all outstanding obligations under the Credit Agreement are not
paid in full by the end of the Forbearance Period, Luna must pay an
extension fee of $50,000.
About Luna Gold Corp.
Luna is a gold production and exploration company engaged in the
operation, discovery, and development of gold projects in Brazil.
MAGNETATION LLC: Has Authority to Assume Technology License Deal
----------------------------------------------------------------
Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Magnetation, LLC, et al., to
assume the technology license agreement with AK Iron Resources,
LLC, a wholly-owned subsidiary of AK Steel Corporation.
The Debtors' primary business is the production of iron ore
concentrate from tailings, and the processing of that iron ore
concentrate into iron pellets for sale as a raw input for the
production of steel. The heart of this process, and what sets the
Debtors apart from other producers in the industry, is the
proprietary technology, know-how and other intellectual property
licensed from Mag Inc. under a technology license agreement dated
as of October 4, 2011 (as amended on May 16, 2013). Three of the
Debtors' four plants exist solely to implement the Magnetation
Process, while the fourth plant, which provides the Debtors with
the majority of their revenue, is supplied by the outputs of the
Iron Ore Plants.
Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A., avers that
the burdens on the Debtors under the Technology License Agreement
are insignificant in comparison to the benefits.
According to Mr. Cutler, the Technology License Agreement grants
Mag LLC a non-exclusive license to use the Magnetation Process
within the United States of America, and its territories and
possessions. The term of the Technology License Agreement is
linked to the term of the operating agreement under which Mag LLC
is organized, which is to be perpetual, subject to limited
termination provisions included therein. The only payments due
under the Technology License Agreement are pass-through payments
to
the State of Minnesota based on the royalties that Mag Inc. is
obligated to pay as a licensor of technology under a royalty
agreement among itself, the Office of the Commissioner of Iron
Range Resources and Rehabilitation, an agency of the State of
Minnesota, and the Minnesota Department of Employment and Economic
Development, a department of the State of Minnesota. The Debtors
estimate that these payments total approximately $860,000 per
quarter. There are no prepetition defaults under the Technology
License Agreement that would need to be cured. Thus, at no
additional cost, upon assumption, the Debtors will secure the
primary means with which to operate their business as they
navigate
through chapter 11.
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.
The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.
MARCO CANTU: Settlement Belongs to Bankruptcy Estate
----------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit in an April 17,
2015 Decision in the case MARCO A. CANTU; ROXANNE CANTU,
Appellants, v. MICHAEL B. SCHMIDT, Trustee, Appellee, NO. 14-40597,
affirmed the Decisions of both the Bankruptcy Court and the
District Court which found that the estate suffered injuries from
attorney Ellen Stone's representation that would have allowed it to
assert claims against her prior to conversion.
Circuit Judge Gregg Costa affirmed the Decisions rendered by the
lower courts, stating that "the resolution of that question depends
on timing. If the causes of action against Stone arose before
conversion of the Cantus' bankruptcy to a chapter 7, the settlement
belongs to the estate; otherwise, the Cantus own the proceeds. The
bankruptcy court held that the proceeds belonged to the estate, and
the district court affirmed. Finding that the estate suffered
injuries from Stone's representation that would have allowed it to
assert claims against her prior to conversion, we affirm."
"In bankruptcy, as in life, timing can be everything. After their
bankruptcy was converted from a chapter 11 reorganization to a
chapter 7 liquidation, Marco and Roxanne Cantu sued their
bankruptcy attorney Ellen Stone for causes of action related to her
representation prior to the conversion of their case. The chapter 7
trustee, Michael Schmidt, intervened in the action against Stone
contending that the claims belonged to the estate. The parties
eventually settled the malpractice case and the funds were
deposited into the court registry pending a determination whether
the settlement proceeds belonged to the Cantus individually or to
the bankruptcy estate," said Judge Costa, who wrote the opinion.
"The resolution of that question depends on timing. If the causes
of action against Stone arose before conversion of the Cantus'
bankruptcy to a chapter 7, the settlement belongs to the estate;
otherwise, the Cantus own the proceeds. The bankruptcy court held
that the proceeds belonged to the estate, and the district court
affirmed. Finding that the estate suffered injuries from Stone's
representation that would have allowed it to assert claims against
her prior to conversion, we affirm."
A copy of Judge Costa's Decision is available at
http://is.gd/LjhqEDfrom Leagle.com.
The Cantus filed a voluntary chapter 11 petition on May 6, 2008,
(Bankr. S.D. Tex. Case No. 08-70260). Mar-Rox filed a voluntary
chapter 11 petition (Bankr. S.D. Tex. Case No. 08-70261) on the
same day. The cases were jointly administered. Oscar Luis Cantu,
Jr., Esq., served as bankruptcy counsel. Mar-Rox estimated
$10 million to $50 million in both assets and debts in its
petition.
The Cantus' case was converted to a case under Chapter 7, and
Michael Schmidt was appointed Trustee on June 24, 2009. Mar-Rox's
case was converted to chapter 7 on July 1, 2009.
MARCO CANTU: Trial Court's Decision Reversed
--------------------------------------------
The Texas Court of Appeals, Thirteenth District, Corpus Christi,
Edinburg, in the Memorandum Opinion issued on April 16, 2015, in
the case docketed as FALCON INTERNATIONAL BANK, Appellant, v. MARK
A. CANTU, ROXANNE PENA CANTU, INDIVIDUALLY, AND CANFLOR, L.P., A
TEXAS LIMITED PARTNERSHIP, Appellees, NO. 13-13-00577-CV, reversed
a trial court decision, and rendered judgment in favor of Falcon
International Bank.
Justice Garza ruled that the trial court erred: (1) in concluding
that Falcon breached any alleged oral agreement; (2) in concluding
that Falcon was guilty of fraud; (3) in concluding that Falcon
breached any fiduciary duty; (4) in awarding Cantu with $375,000 in
mental anguish damages, $375,000 in exemplary damages, and $70,000
in attorney's fees; and (5) in prohibiting Falcon from seeking any
deficiency remaining on the balance of its loan after it foreclosed
on the apartment complex. Justice Garza concluded that there was
insufficient evidence to support any of Cantu's claims.
A copy of Justice Garza's April 16, 2015 Memorandum Opinion is
available at http://is.gd/1lTb3Dfrom Leagle.com.
The Cantus filed a voluntary chapter 11 petition on May 6, 2008,
(Bankr. S.D. Tex. Case No. 08-70260). Mar-Rox filed a voluntary
chapter 11 petition (Bankr. S.D. Tex. Case No. 08-70261) on the
same day. The cases were jointly administered. Oscar Luis Cantu,
Jr., Esq., served as bankruptcy counsel. Mar-Rox estimated
$10 million to $50 million in both assets and debts in its
petition.
The Cantus' case was converted to a case under Chapter 7, and
Michael Schmidt was appointed Trustee on June 24, 2009. Mar-Rox's
case was converted to chapter 7 on July 1, 2009.
MARRONE BIO: Receives NASDAQ Listing Non-Compliance Notice
----------------------------------------------------------
Marrone Bio Innovations, Inc. on May 18 disclosed that, as
anticipated, on May 15, 2015, it received a letter from the Listing
Qualifications Staff of The NASDAQ Stock Market LLC notifying the
Company of its noncompliance with NASDAQ Listing Rule 5250(c)(1) as
a result of the Company's failure to timely file its Quarterly
Report on Form 10-Q for the three months ended March 31, 2015 on
May 15, 2015.
As previously reported, on May 6, 2015, the Company was notified by
the Staff that the Company's securities were subject to delisting
as a result of the Company's noncompliance with NASDAQ Listing Rule
5250(c)(1). On May 13, 2015, the Company timely submitted a
request for the hearing before the NASDAQ Listing Qualifications
Panel and a stay of the delisting. The Staff has confirmed that a
hearing has been set for June 18, 2015, at which hearing the
Company will present its plan to evidence compliance with NASDAQ's
filing requirement and request an extension within which to do so.
In addition, the Staff has confirmed that the delisting action has
been stayed for 15 calendar days, or until May 28, 2015, at which
the Company's shares will be suspended from trading unless the
Panel grants an extension of the stay pending the hearing. In
accordance with the NASDAQ Listing Rules, the Panel has the
authority to continue the Company's listing on NASDAQ pursuant to
an exception to the filing requirement through as late as November
2, 2015. The Company's common stock will continue to trade on The
NASDAQ Global Market under the symbol "MBII" pending the completion
of the hearing process and the expiration of any extension period
granted by the Panel.
As previously reported, the Audit Committee of the Company in
September 2014 commenced an internal investigation regarding
certain accounting matters, and announced that it had concluded,
after consultation with management, that the Company's previously
reported financial statements as of December 31, 2013 and for the
fiscal year ended December 31, 2013, the related report of the
independent auditors on those 2013 financial statements dated March
25, 2014, and the unaudited interim financial statements as of and
for the three months and the three and six months ended March 31,
2014 and June 30, 2014, respectively, should no longer be relied
upon. Following the February 2015 completion of the internal
investigation, in April 2015, the Company announced that the
Committee concluded, after consultation with management, that in
addition, the Company's previously reported unaudited interim
financial statements as of and for the three months, the three and
six months and the three and nine months ended March 31, 2013, June
30, 2013 and September 30, 2013, respectively, should no longer be
relied upon.
Management of the Company has been evaluating the necessity, nature
and scope of any restatements to any of its previously filed
financial statements based on the findings and conclusions of the
Committee's internal investigation. Principally, the Committee
determined that as a result of the failure of certain employees to
share with the Company's finance department or the external
auditors important transaction terms with distributors, including
"inventory protection" arrangements that would permit the
distributors to return to the Company certain unsold products, the
Company inappropriately recognized revenue for certain historical
sales transactions with these distributors prior to satisfying the
criteria for revenue recognition required under U.S. Generally
Accepted Accounting Principles ("GAAP").
Accordingly, the Company's management has been evaluating all
distributor sales transactions during the periods referenced above
on a customer-by-customer and transaction-by-transaction basis,
including relevant documents and seeking any details of any other
undocumented arrangements or commitments. With respect to each
individual transaction, the Company's management is evaluating
relevant facts and circumstances to apply its revenue recognition
policy. With respect to many transactions, to permit the Company
to determine both (i) the appropriate methodology for accounting
for those transactions and (ii) the appropriate timing and
quantification of any product revenues arising from those
transactions, the Company has sought to obtain additional
information from certain of its distributors -- including
information regarding the distributors' sales to end users of the
products the Company shipped to the distributor.
In light of the nature and complexity of this ongoing process,
while the Company anticipates that it will determine to restate
certain of its financial statements, the Company has not yet made
any definitive conclusions regarding the nature, scope and specific
financial impacts of such restatements, and cannot at this time
provide an estimate of extent or effect of such restatements, or
the timing of the announcement of financial results or any such
restatements.
About Marrone Bio Innovations
Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- is a
provider of bio-based pest management and plant health products for
the agriculture, turf and ornamental and water treatment markets.
MARTIN D. FRANTZ: Motion for Dismissal or Reconversion Denied
-------------------------------------------------------------
Chief Bankruptcy Judge Terry L. Myers denied the Motions for
Dismissal/Reconversion and Relief from Stay, filed by Defendants
Martin D. Frantz and Cynthia M. Frantz in the case docketed as IN
RE MARTIN D. FRANTZ, CYNTHIA M. FRANTZ, Chapter 7, Debtor, CASE NO.
11-21337-TLM.
Judge Myers, in denying the Motion for Dismissal/Reconversion, held
that the Motion sought inconsistent and thus, alternative, forms of
relief. He stated that "while testimony indicated that Martin
Frantz had historically high income generating capability through
the development of subsidized affordable housing projects, the
proposition that he could effectively re-engage in that field to
the same extent was not proven. The security to be provided
creditors in return for dismissal was sketchy and undeveloped.
Creditors were not provided adequate detail concerning the
proposals, including identifying all the creditors 'excluded' from
such protection. The suggestion of a 'waiver' (or 'bar') of
discharge was not adequately explained, and Debtors' theory of
'partial' waiver had already been rejected. And the notice to
creditors of the details of the proposal, and notice of hearing,
was patently inadequate." Judge Myers did not support the Debtors'
contention that they felt it was a mistake to file the voluntary
Chapter 11 Petition and to convert it to a Chapter 7 Petition, and
that such mistake was due to their counsel's bad legal advice. He
found that the Debtors intentionally filed for bankruptcy and
converted their initial Petition, as a strategy to deal with their
creditors.
Judge Myers' denial of the Debtors' Stay Relief Motion was
supported by the fact that the Debtors failed to establish the
factors that would support abstention by the Court under either 28
U.S.C. Section 1334(c)(1) or (c)(2).
A copy of the Judge Myer's April 16, 2015 Memorandum of Decision on
Debtors' Motion to Dismiss or Reconvert, and Debtors' Motion for
Relief from Stay, is available at http://is.gd/YG6grwfrom
Leagle.com.
On October 2011, Martin and Cynthia Frantz filed a voluntary
Petition under Chapter 11. On March 29, 2013, the Debtors and Idaho
Independent Bank filed a joint motion for conversion of the case to
chapter 7.
MEDICURE INC: Posts C$100K Net Income in First Quarter
------------------------------------------------------
Medicure Inc. reported net income of C$100,151 on C$3.33 million of
net product sales for the three months ended March 31, 2015,
compared to net income of C$86,400 on C$1.63 million of net product
sales for the three months ended Feb. 28, 2014.
As of March 31, 2015, the Company had C$7.76 million in total
assets, C$10.3 million in total liabilities and a C$2.53 million
total deficiency.
At March 31, 2015, the Company had cash totaling C$1.3 million
compared to C$494,000 as of Dec. 31, 2014, and compared to C$45,000
as of Feb. 28, 2014. The increase in cash is primarily due to
higher net income after adjusting for non-cash items for the three
months ended March 31, 2015.
In December of 2014, the Company announced a change in its
financial year-end from May 31 to December 31. As a result of the
change in year-end, results for the current quarter ending on March
31, 2015, are compared to the closest comparable fiscal period,
which is the quarter ending on Feb. 28, 2014.
A full-text copy of the financial report is available for free at:
http://is.gd/hvewA0
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.
METALICO INC: Delays Form 10-Q for March 31 Quarter
---------------------------------------------------
Metalico, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015. The Company said it was unable to file the subject
report in a timely manner because, as a result of downturns in the
scrap industry and their impact on the Company's financial
statements, the Company is in talks with its senior secured lenders
about future compliance with terms of its debt. These factors may
affect the presentation of certain items in the subject report.
About Metalico
Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products. The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.
Metalico reported a net loss attributable to the Company of $44.4
million on $476 million of revenue for the year ended Dec. 31,
2014, compared with a net loss attributable to the Company of $34.8
million on $457 million of revenue for the year ended
Dec. 31, 2013.
CohnReznick LLP, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company anticipates that it
will not meet the maximum Leverage Ratio covenant as prescribed by
the Financing Agreement for the quarter ended March 31, 2015, and
there can be no assurance that the Company can resolve any
noncompliance with their lenders. As a result, the Company's debt
could be declared immediately due and payable which would result in
the Company having insufficient liquidity to pay its debt
obligations and operate its business. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
MOUNTAIN PROVINCE: Posts C$571K Net Loss in First Quarter
---------------------------------------------------------
Mountain Province Diamonds Inc. reported a net loss of C$571,000
for the three months ended March 31, 2015, compared to a net loss
of C$1.22 million for the same period in 2014.
As of March 31, 2015, the Company had C$409 million in total
assets, $63.2 million in total liabilities and C$346 million in
total shareholders' equity.
As at March 31, 2015, Mountain Province had cash and short-term
investments of C$110,978,090 and a working capital balance of
C$62.5 million.
The Company reported working capital of C$62.5 million at March 31,
2015 (C$46.8 million as of Dec. 31, 2014), including cash and
short-term investments of C$111 million (C$81.0 million at Dec. 31,
2014). The short-term investments reflected in the March 31, 2015,
and Dec. 31, 2014, figures were guaranteed investment certificates
held with a major Canadian financial institution with nominal
counter party credit risk associated with the bank.
A full-text copy of the Quarterly Report is available at:
http://is.gd/jzmEU8
About Mountain Province Diamonds
Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada. The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.
Mountain Province incurred a net loss of C$4.39 million in 2014,
a
net loss of C$26.6 million in 2013 and a net loss of C$3.33 million
in 2012.
KPMG LLP, Toronto, Canada, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company's ability to continue
operations is dependent upon its ability to obtain sufficient
financing to fund its operations and development costs.
MUD KING: Oilwell Wins $400,000 in Trade Secrets Suit
-----------------------------------------------------
Houston-based National Oilwell Varco LP, the worldwide designer and
manufacturer of oil and gas drilling and production equipment, has
won nearly $400,000 from Mud King Products Inc. after a bankruptcy
judge found that Mud King paid an NOV employee to steal hundreds of
NOV's secret mud pump blueprints that Mud King was using to start
manufacturing Chinese knockoffs when the scheme was uncovered.
The court ruling against Houston-based Mud King was issued in its
bankruptcy proceeding, which was filed soon after NOV sued the
company for trade secret theft. U.S. Bankruptcy Judge Karen Brown
ruled that Mud King violated the Texas Theft Liability Act and was
liable for misappropriation of trade secrets, awarding $395,327 in
damages and attorneys' fees to NOV.
Mud King recently announced the conclusion of its Chapter 11
bankruptcy filing with a press release that did not address the
court-ordered payment of nearly $400,000 that resulted from the
company's egregious misconduct as a condition of the confirmation
of Mud King's bankruptcy plan.
"We are happy to see the bankruptcy court made Mud King pay for
wrongfully bribing an NOV employee and stealing NOV's trade
secrets, although we're disappointed that Mud King's press release
to the public failed to fully explain what happened in their
bankruptcy," says John Zavitsanos, a founding partner of
Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing P.C., or AZA, who
filed the successful lawsuit against Mud King with partner Tim
Shelby and associate Monica Uddin.
The Mud King bankruptcy is In Re Mud King Products, Inc., No.
13-32101-H5-11, in the U.S. Bankruptcy Court for the Southern
District of Texas in Houston.
About Mud King Products
Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013. The petition was signed
by Erich Mundinger as vice president. The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing. Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.
N-VIRO INTERNATIONAL: Incurs $486,000 Net Loss in First Quarter
---------------------------------------------------------------
N-Viro International Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $487,000 on $349,000 of revenues for the three months
ended March 31, 2015, compared to a net loss of $440,000 on
$524,000 of revenues for the same period in 2014.
As of March 31, 2015, the Company had $1.87 million in total
assets, $2.41 million in total liabilities and a $543,000 total
stockholders' deficit.
The Company had a working capital deficit of $1.23 million at March
31, 2015, compared with a working capital deficit of $938,000 at
Dec. 31, 2014, resulting in a decrease in working capital of
$287,000. Current assets at March 31, 2015, included cash and cash
equivalents of $253,000 (including restricted cash of $66,000),
which is an increase of $106,000 from Dec. 31, 2014. The net
negative change of $287,000 in working capital from Dec. 31, 2014,
was primarily from a $182,000 increase in the change in short-term
liabilities over assets, a decrease of $191,000 in the short-term
portion of deferred stock and warrant costs issued for consulting
services, offset by an increase of $80,000 in convertible
debentures and a decrease of $6,000 in notes payable to related
parties.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Tm9caT
About N-Viro International
Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.
N-Viro International reported a net loss of $1.76 million on $1.33
million of revenues for the year ended Dec. 31, 2014, compared to a
net loss of $1.64 million on $3.37 million of revenues for the year
ended Dec. 31, 2013.
UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's recurring losses,
negative cash flow from operations and net working capital
deficiency raise substantial doubt about its ability to continue as
a going concern.
NET ELEMENT: Incurs $2.24 Million Net Loss in First Quarter
-----------------------------------------------------------
Net Element, Inc. reported a net loss of $2.24 million on $5.54
million of net revenues for the three months ended March 31, 2015,
compared with a net loss of $3.62 million on $4.84 million of net
revenues for the same period last year.
As of March 31, 2015, the Company had $14.02 million in total
assets, $10.3 million in total liabilities and $3.73 million in
total stockholders' equity.
"We're pleased with our continued growth in revenues and reduced
costs for the first quarter of 2015," commented Oleg Firer, CEO.
"Going forward we will continue to focus on increased gross margins
through acquisitions and providing additional, higher margin
services such as Aptito."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/tnpWPT
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.
NET ELEMENT: Oleg Firer Reports 6.8% Equity Stake as of April 30
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Oleg Firer disclosed that as of April 30, 2015, he
beneficially owns 3,230,655 shares of common stock of Net Element,
Inc., which represents 6.8 percent of 47,460,032, which is the
number of the outstanding shares of Common Stock as of March 30,
2015.
By virtue of two Voting Agreements, Mr. Firer may be deemed to have
formed a "group" with Kenges Rakishev, Novatus Holding PTE. Ltd.,
Beno Distribution, Ltd., Cayman Invest S.A., Mayor Trans Ltd.,
Steven Wolberg, James Caan, Jonathan New, David P. Kelley II, and
William Healy. The group may be deemed to beneficially own all of
the shares of the Company's Common Stock owned by each member of
the group, which equals 25,081,961 in the aggregate, or 53.47%, of
the outstanding shares of the Company's Common Stock
A full-text copy of the regulatory filing is available at:
http://is.gd/uikPvJ
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $14.32 million in total
assets, $8.83 million in total liabilities, and $5.48 million in
total stockholders' equity.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014. The accounting firm
said that the Company has suffered recurring losses from
operations and has used substantial amounts of cash to fund its
operating activities that raise substantial doubt about its ability
to continue as a going concern.
NGPL PIPECO: Natural Gas Transporter Could Falter Next Year
-----------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that a natural gas pipeline company won some breathing space from
its lenders after violating its loan agreements, which should help
it stave off immediate trouble with its $3 billion debt load but
raises questions about next year, according to a ratings agency.
According to the report, NGPL PipeCo LLC -- the holding company for
Natural Gas Pipeline Co., which is owned 20% by Kinder Morgan Inc.
and 80% by a group of investors including Brookfield Infrastructure
Partners -- was granted a waiver from lenders on several loan
agreement breaches after owners committed $50 million with some
contingencies to make principal and interest payments.
NOBLE IRON: OSC Grants Temporary Management Cease Trade Order
-------------------------------------------------------------
Noble Iron Inc. is providing this default status report in
accordance with National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults. On April 30, 2015, the Company
announced that the filing of the Company's audited annual financial
statements, related management's discussion and analysis and
accompanying CEO and CFO certifications for the financial year
ended December 31, 2014 would not be completed by the prescribed
period for the filing of such documents under Parts 4 and 5 of
National Instrument 51-102 respecting Continuous Disclosure
Obligations and pursuant to National Instrument 52-109 respecting
Certification of Disclosure in Issuer's Annual and Interim Filings,
being April 30, 2015
As a result of this delay in the filing of the Required Filings,
the Ontario Securities Commission granted a temporary management
ceased trade order on May 8, 2015 against the Company's Chief
Executive Officer (who also acts as interim Chief Financial
Officer), rather than a general cease trade order against the
Company. The MCTO restricts all trading in securities of the
Company, whether direct or indirect, by the Chief Executive Officer
of the Company until such time as the Required Filings have been
filed by the Company. The MCTO does not generally affect the
ability of shareholders who are not insiders of the Company to
trade their securities.
The Company will also be restating and refiling the audited
consolidated annual financial statements for the fiscal year ended
December 31, 2013 as a result of the following issues:
-- depreciation for certain assets was booked at 20% per year
rather than 18% per year for 2013. The depreciation expense for the
prior year will be restated, which will reduce accumulated
depreciation;
-- an option to purchase the Company's operating facility in Texas
at below market rate was recognized as an asset in 2012. The
Company subsequently determined that the option should not be
booked as an asset; and
-- a deferred tax liability calculation for 2013 had an error and
will be restated, resulting in lower deferred tax liability.
The Company expects it will refile the Prior Financial Statements
together with the Required Filings. The audit process is underway
and the Company is working closely with its auditors and expects to
complete the remaining steps in order to refile the Prior Financial
Statements and file the Required Filings as soon as possible.
Notwithstanding the adjustments to the Prior Financial Statements,
the Company believes that it continues to be in compliance with all
of the financial covenants under its credit facilities during the
relevant period.
Pursuant to the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203, the Company
reports that since the Default Announcement:
-- there have been no material changes to the information
contained in the Default Announcement;
-- there have been no failures by the Company to fulfill its
stated intentions with respect to satisfying the provisions of the
alternative reporting guidelines;
-- there has not been, nor is there anticipated to be, any
specified default subsequent to the default which is the subject of
the Default Announcement; and
-- there is no other material information respecting the Company's
affairs that has not been generally disclosed.
The Company intends to satisfy the provisions of the alternative
information guidelines set out in sections 4.3 and 4.4 of National
Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults
by issuing bi-weekly default status reports in the form of further
news releases, which will be filed on SEDAR, until the Required
Filings have been filed. The Company confirms as of the date of
this news release that there is no insolvency proceeding against it
and there is no other material information concerning the affairs
of the Company that has not been generally disclosed. The Company
would file, to the extent applicable, its next default status
report on or about May 27, 2015.
About Noble Iron Inc.
Noble Iron Inc. operates in equipment rental, equipment sales, and
enterprise asset management software for the construction and
industrial equipment industry. Noble Iron Inc.'s equipment rental
and dealership business operates under the name "Noble Iron", and
currently serves customers in California and Texas. Noble Iron
offers construction and industrial equipment and accessories for
rent and for sale, and is the exclusive distributor of LiuGong
Construction Machinery equipment in Southeast Texas.
OAS FINANCE: Liquidators Seek U.S. Recognition of BVI Proceedings
-----------------------------------------------------------------
Marcus Allender Wide and Mark T. McDonald, in their capacities as
joint provisional liquidators of OAS Finance Limited, filed a
Chapter 15 bankruptcy petition for OAS Finance in New York to:
(i) facilitate OAS Finance's provisional liquidation proceeding,
which is pending before the Eastern Caribbean Supreme Court, High
Court of Justice – Commercial Division, British Virgin Islands,
prevent attachment of OAS Finance's United States assets (to the
extent they exist),
(ii) protect OAS Finance's rights and claims in the United States,
and
(iii) obtain information that will allow them to properly protect
the interests of OAS Finance and its creditors and maximize value.
Prior to the commencement of the BVI Proceeding, OAS Finance was
(and remains) subject to bankruptcy proceedings in Brazil. Renato
Fermiano Tavares, a purported foreign representative of those
Brazilian proceedings, commenced Chapter 15 cases in the United
States on behalf of the Brazilian Proceeding of OAS Finance and
certain of its affiliates. Through the Tavares Chapter 15 Cases,
Tavares obtained a limited provisional stay, which halted certain
creditor attachment activities with respect to the assets of OAS
Finance that are located in the territorial jurisdiction of the
United States.
On April 16, 2015, one day after the Tavares Chapter 15 Cases were
commenced, and at the behest of creditors, the BVI Court issued an
order placing OAS Finance into provisional liquidation and
appointing Messrs. Wide and McDonald as OAS Finance's joint
provisional liquidators. In their role as OAS Finance's joint
provisional liquidators, and pending the conversion of the BVI
Proceeding into a full liquidation proceeding, Messrs. Wide and
McDonald's paramount responsibility is to protect OAS Finance's
assets and the interests of OAS Finance's creditors, and to conduct
the investigations required to identify the assets, rights, claims,
and other interests that accrue to the benefit of OAS Finance's
creditors. Their appointment automatically divested OAS Finance's
directors, and Tavares whom those directors appointed, of all
authority to act for, or cause actions to be taken on behalf of,
OAS Finance.
Messrs. Wide and McDonald have therefore filed a notice of
withdrawal of the petition in the OAS Finance Tavares Chapter 15
case, and have commenced this case in its place. To ensure that
their withdrawal of that petition does not expose OAS Finance's
United States assets to further attachment risk, Messrs. Wide and
McDonald are seeking provisional relief in the form of a
substantively identical stay to that imposed in the Tavares Chapter
15 Cases, extending through June 23, 2014 at 10:00 a.m.
Messrs. Wide and McDonald seek recognition of the BVI Proceeding as
a foreign main proceeding.
A copy of OAS Finance's verified petition for recognition of the
BVI proceeding is available for free at:
http://bankrupt.com/misc/OAS_F_Ch15_Recog_Petition.pdf
TRO Requested
The Petitioners have filed with the U.S. Bankruptcy Court a motion
for entry of a temporary restraining order. In light of the
upcoming expiration of the Tavares Chapter 15 Injunction, the
Petitioners seek to extend this limited provisional stay, on
substantially the same terms, by the entry of a temporary
restraining order, i.e. the TRO.
About OAS Finance
The OAS Group is among the largest and most experienced
infrastructure companies in Brazil, focusing on heavy engineering
and equity investments in infrastructure projects located in and
outside Brazil and abroad for both public and private clients. The
OAS Group provides services in 22 countries in Latin America, the
Caribbean and Africa. OAS Finance, a member of the OAS Group, is a
special purpose vehicle, the sole purpose of which was to raise
financing through the international capital markets to be loaned to
other members of the OAS Group.
Based in Sao Paulo, Brazil, OAS S.A. is the holding company at the
apex of the OAS Group. Its share capital is divided between CMP
Participacoes Ltda. (owned by Mr. Cesar de Araujo Mata Pires),
which has a 90% stake, and LP Participacoes e Engenharia Ltda
(owned by Mr. Jose Adelmario Pinheiro Filho, which has a 10%
stake.
Amid an investigation into alleged corruption and money
laundering, and missed interest payments, OAS S.A. and its
affiliates Construtora OAS S.A., OAS Investments GmbH, and OAS
Finance Limited on March 31, 2015, commenced judicial
reorganization proceedings before the First Specialized Bankruptcy
Court of Sao Paulo pursuant to Federal Law No. 11.101 of February
9, 2005 of the laws of the Federative Republic of Brazil. On April
1, 2015, the Brazilian Court entered an order approving the
continuation of the joint reorganization proceedings for the
Debtors.
On April 15, 2015, OAS S.A., et al., filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-10937) in Manhattan,
in the United States to seek U.S. recognition of the Brazilian
proceedings. Renato Fermiano Tavares, as foreign representative,
signed the petitions. The cases are assigned to Judge Stuart M.
Bernstein. White & Case, LLP, serves as counsel in the U.S. cases.
OAS S.A. listed at least US$1 billion in assets and liabilities.
On April 16, 2015, at the behest of a group of creditors, the
Eastern Caribbean Supreme Court, High Court of Justice –
Commercial Division, British Virgin Islands, issued an order
placing OAS Finance into provisional liquidation and appointing
Marcus Allender Wide and Mark T. McDonald as OAS Finance's joint
provisional liquidators.
Messrs. Wide and McDonald on May 18, 2015, submitted a Chapter 15
bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-11304) in
Manhattan to seek U.S. recognition of the BVI proceeding. Andrew
Rosenblatt, Esq., at Chadbourne & Parke LLP, serve as counsel in
the new U.S. case. OAS Finance is estimated to have US$500 million
to US$1 billion in assets and debt.
OLLIE'S BARGAIN: S&P Affirms 'B' Rating on Term Loan Due 2019
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue-level
rating on Ollie's Bargain Outlet Holdings Inc.'s existing term loan
due 2019. The '4' recovery rating is unchanged and indicates S&P's
expectation for average recovery in the event of a payment default.
S&P's recovery expectations are in the lower half of the 30% to
50% range.
At the same time, S&P affirmed its 'B' corporate credit rating on
Ollie's Bargain Outlet Holdings Inc. The outlook remains stable.
The company will use proceeds to fund a dividend to shareholders
and pay related fees and expenses.
"The rating affirmation reflects Ollie's continued strong
profitability gains and geographic footprint expansion offsetting
the continued aggressive shareholder-friendly initiatives the
company has executed almost annually under its private equity owner
since 2012," said credit analyst Diya Iyer.
The stable rating outlook reflects S&P's view that Ollie's should
continue to see modest earnings growth in the coming year from new
store expansion and same-store sales gains. S&P expects Ollie's
credit measures to improve modestly as it uses a portion of its
free cash flow to reduce debt and maintenance capital spending
remains low.
S&P could consider a lower rating if sales momentum slows from
weaker-than-expected new store contribution or less leveraging of
fixed overhead costs such that total debt to EBITDA exceeds 5x.
This could occur if sales growth decelerates to 5% while gross
margin contracts more than 100 basis points.
S&P could consider a lower rating if sales momentum slows from
weaker-than-expected new store contribution or less leveraging of
fixed overhead costs such that total debt to EBITDA exceeds 5x.
This could occur if sales growth decelerates to 5% while gross
margin contracts more than 100 basis points.
ONE SOURCE: Adequate Protection Payments for Engs Approved
----------------------------------------------------------
At the behest of One Source Industrial Holdings, LLC, et al., and
Engs Commercial Finance Co., and Harris County taxing entities, the
Bankruptcy Court signed an agreed order that grants adequate
protection to Engs Commercial
The Taxing Entities include the La Porte Tax Office, the Clear
Creek Independent School District, the Clear Lake Water Authority,
the City of Houston, and Harris County itself.
The agreed order provides that, among other things:
1. as adequate protection for Engs Commercial's interests in two
2013 Mack Model CHU613 Truck/Tractors, and in one 2013 Mack Model
CXU613 Truck/Tractor, and in 10 2013 Bulk Tank International Tank
Trailers, the Debtor will initially pay direct to Engs Commercial
the sum of $5,000 per month, said $5,000 monthly adequate
protection payments being due and payable on or before the 10th day
of each month for two consecutive months commencing March 10, 2015,
and then the Debtor will pay direct to Engs
Commercial Finance the sum of $10,000 per month, said $10,000
monthly adequate protection payments being due and payable on or
before the 10th day of each and every month commencing May 10,
2015, and continuing on the 10th day of each and every month
thereafter pending further order of the Court.
2. Engs Commercial will provide the Taxing Entities, with
advance notice of the repossession or the disposition of any
of the trailers or the one 2013 Mack Model CHU613 Truck/Tractor.
About One Source Industrial
One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies that are part of a corporate
family of affiliated companies.
One Source Industrial Holdings holds equipment utilized by various
related entities which provide rental equipment and industrial
services to businesses in the oil and gas, refining,
manufacturing, pipeline, shipping, and construction industries.
The types of equipment possessed by One Source include, e.g.,
hazardous material transportation vehicles, frac tanks, tank
trailers, barrel mix tank and vacuum tankers, air machines, and
waste and other industrial boxes and tanks. Industrial provides
executive management, accounting, and overhead services for
Holdings.
One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on
Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015.
Holdings' case is assigned to Judge Russell F. Nelms.
The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.
The Debtors are represented by J. Robert Forshey, Esq., and Suzanne
K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas.
The Debtors tapped EJC Ventures LP as financial consultant.
The U.S. Trustee appointed five creditors to serve on the official
committee of unsecured creditors.
ONE SOURCE: Adequate Protection Payments to GE Okayed
-----------------------------------------------------
The Bankruptcy Court approved a stipulation among One Source
Industrial Holdings, LLC, et al., General Electric Capital
Corporation, and taxing authorities relating to adequate protection
of collateral interests belonging to GE Capital.
GE Capital is the lender and OSIH is the borrower under 13 separate
loan facilities. GE Capital asserts that each loan facility is
secured by a first priority lien on vehicles and equipment.
Furthermore, GE Capital further asserts that OSIH has
granted GE Capital a second priority lien on certain assets to
secure the payment of any and all indebtedness owed by OSIH and its
affiliates to GE Capital.
GE Capital contends it is entitled to the adequate protection
payments and other adequate protection.
After negotiations, the parties agreed that:
1. The Debtors will pay GE Capital these sums in satisfaction of
their obligation to provide adequate protection to GE Capital
regarding the GE Capital Collateral for the period through and
including June 30, 2015, to be delivered so as to be received by GE
Capital by these dates:
a. $20,000 on or before March 20, 2015;
b. $20,000 on or before April 20, 2015;
c. $30,000 on or before May 20, 2015;
d. $30,000 on or before June 20, 2015.
2. The initial adequate protection payments pursuant to
Section 1 will be deemed to provide adequate protection to GE
Capital through June 30, 2015. Except as otherwise expressly set
forth herein, from and after July 1, 2015, GE Capital and the
Debtors each reserve all rights in relation to the subject matter
of the order.
3. The payments will be applied first to postpetition interest,
then to principal, and be allocated as to each loan facility on a
pro rata basis based on the outstanding debt owed under the loan
facilities as of the Petition Date.
4. If the Debtors fail to make any initial adequate protection
payment in full by the date required or violates any non-monetary
adequate protection requirement contained in the agreed order, then
GE Capital may provide written notice to the Debtors. If
the Debtors fail to cure any event of default within 10 days after
the date of GE Capital's written notice, then the automatic stay
imposed under Section 362(a) will be, without further action by GE
Capital, terminated under Section 362(d) with respect to GE
Capital's rights to recover the GE Capital collateral.
About One Source Industrial
One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies that are part of a corporate
family of affiliated companies.
One Source Industrial Holdings holds equipment utilized by various
related entities which provide rental equipment and industrial
services to businesses in the oil and gas, refining,
manufacturing, pipeline, shipping, and construction industries.
The types of equipment possessed by One Source include, e.g.,
hazardous material transportation vehicles, frac tanks, tank
trailers, barrel mix tank and vacuum tankers, air machines, and
waste and other industrial boxes and tanks. Industrial provides
executive management, accounting, and overhead services for
Holdings.
One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on
Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015.
Holdings' case is assigned to Judge Russell F. Nelms.
The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.
The Debtors are represented by J. Robert Forshey, Esq., and Suzanne
K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas.
The Debtors tapped EJC Ventures LP as financial consultant.
The U.S. Trustee appointed five creditors to serve on the official
committee of unsecured creditors.
ONE SOURCE: Adequate Protection Payments to PACCAR Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court approved an agreed order between One
Source Industrial Holdings, LLC, et al., and PACCAR Financial
Corp., regarding adequate protection for PFC's interests in four
2013 Kenworth Model T800 Truck/Tractors.
The Debtor will initially pay direct to PFC the sum of $2,000 per
month, said $2,000 monthly adequate protection payments being due
and payable on or before the 10th day of each month for two
consecutive months commencing March 10, 2015, and then the Debtor
will pay direct to PFC the sum of $4,000 per month, said $4,000
monthly adequate protection payments being due and payable on or
before the tenth 10th day of each and every month commencing
May 10, 2015, and continuing on the 10th day of each and every
month thereafter pending further order of the Court.
If the Debtor fail to timely deliver direct to PFC any of its
monthly adequate protection payments with regard to the trucks in
accordance with the terms of the agreed order, then PFC may provide
written notice sent via First Class United States Mail, postage
prepaid, addressed to the Debtor, advising of the Debtor's failure
to timely deliver its monthly adequate protection payment
or payments. If the Debtor fails to deliver the past-due monthly
adequate protection payment or payments to PFC within 10 days after
the date of PFC's written notice, then the automatic stay
of Bankruptcy Code Section 362(a) and Bankruptcy Rule 4001(a)(3)
will immediately terminate for all purposes as it applies to PFC
and the trucks without any further notice to the Debtor or any
other party and without further order of the Court.
The Debtor will also maintain and pay for full coverage insurance
protection for the trucks naming PFC as "loss payee" in accordance
with the terms of the Debtor's contracts with PFC relating to the
trucks, and the Debtor will deliver proof of the required insurance
protection to PFC upon 10 days written request.
About One Source Industrial
One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies that are part of a corporate
family of affiliated companies.
One Source Industrial Holdings holds equipment utilized by various
related entities which provide rental equipment and industrial
services to businesses in the oil and gas, refining,
manufacturing, pipeline, shipping, and construction industries.
The types of equipment possessed by One Source include, e.g.,
hazardous material transportation vehicles, frac tanks, tank
trailers, barrel mix tank and vacuum tankers, air machines, and
waste and other industrial boxes and tanks. Industrial provides
executive management, accounting, and overhead services for
Holdings.
One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on
Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015.
Holdings' case is assigned to Judge Russell F. Nelms.
The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.
The Debtors are represented by J. Robert Forshey, Esq., and Suzanne
K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas.
The Debtors tapped EJC Ventures LP as financial consultant.
The U.S. Trustee appointed five creditors to serve on the official
committee of unsecured creditors.
OPTIMUMBANK HOLDINGS: Posts $182,000 Net Loss in First Quarter
--------------------------------------------------------------
Optimumbank Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $182,000 on $1.06 million of total interest income for the three
months ended March 31, 2015, compared to net earnings of $330,000
on $1.23 million of total interest income for the same period in
2014.
As of March 31, 2015, the Company had $129.11 million in total
assets, $126 million in total liabilities and $3.12 million in
total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/aiGDzN
About OptimumBank Holdings
OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.
The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.
Optimumbank reported net earnings of $1.6 million on $5.39 million
of total interest income for the year ended Dec. 31, 2014, compared
to a net loss of $7.07 million on $5.28 million of total interest
income for the year ended Dec. 31, 2013.
Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014. The independent
auditors noted that the Company is in technical default with
respect to its Junior Subordinated Debenture. The holders of the
Debt Securities could demand immediate payment of the outstanding
debt of $5,155,000 and accrued and unpaid interest, which raises
substantial doubt about the Company's ability to continue as a
going concern.
Regulatory Matters
Effective April 16, 2010, the Bank consented to the issuance of a
consent order by the Federal Deposit Insurance Corporation and the
Florida Office of Financial Regulation, also effective as of
April 16, 2010.
PASSAIC HEALTHCARE: Gets Final Nod to Use Lenders' Cash Collateral
------------------------------------------------------------------
Passaic Healthcare Services, LLC, doing business as Allcare
Medical, won final approval from the bankruptcy court to use cash
collateral securing its prepetition indebtedness. A copy of the
order, with the approved budget, is available for free at:
http://bankrupt.com/misc/PassaicHealth_225_finalorder_CC.pdf
The Debtor is indebted to these secured creditors:
Lender Amount Outstanding
------ ------------------
Midcap Funding IV, LLC $6,320,388
Sequoia Healthcare Services, LLC $11,880,690
McKesson Medical-Surgical
Minnesota Supply, Inc. $8,762,078
Essex Capital Corporation $2,640,376
LCA Bank Corporation $21,323
NMHG Financial Services, Inc. $830
Marlin Business Bank $32,341
Madela, Inc. $20,564
Philips Medical Capital, LLC $676,502
* * *
The Debtor filed amendments to its statement of financial affairs.
A copy of the document is available for free at:
http://bankrupt.com/misc/PassaicHealthcare_214_amendedSAL.pdf
About Passaic Healthcare
Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services. Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.
Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and
Extended Care Concepts through a bankruptcy sale under 11 U.S.C.
Sec. 363. After acquiring 100% of the equity interests in
Galloping Hill Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic
began using "Allcare Medical" as trade name for its entire
business, and discontinued marketing under the name C&C Homecare.
Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31,
2014. The case is assigned to Judge Christine M. Gravelle.
Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.
The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.
The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.
U.S. Trustee for Region 3 appointed five creditors to serve on the
Official Committee of Unsecured Creditors. The Committee tapped
Arent Fox LLP as its counsel, and CBIZ Accounting, Tax & Advisory
of New York, LLC as it financial advisors.
PATRIOT COAL: Proposes $100MM of Financing from Existing Lenders
----------------------------------------------------------------
Patriot Coal Corp. and its debtor subsidiaries seek approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
use cash collateral and obtain senior secured postpetition
financing on a priming basis pursuant to a term loan facility.
The Debtors have secured a fully committed $100 million
debtor-in-possession facility from a subset of their prepetition
lenders that control a majority of the Debtors' prepetition term
loan debt and second lien notes.
The Debtors' prepetition capital structure is generally comprised
of: (a) a senior secured asset-based revolving credit facility with
a maximum availability of $65 million (b) a $247 million term loan
and $200 million letter of credit facility; and (c) approximately
$306 million in second lien notes secured by a junior lien on the
ABL Collateral and the Term Loan Collateral.
The proceeds from the DIP Facility will be used to honor employee
wages and benefits, procure goods and services integral to the
Debtors' ongoing business operations, fund operational expenses,
and allow the Debtors to maintain favorable relationships with
their vendors, suppliers, employees, and customers -- each of which
is necessary to effectuate a value-maximizing going concern sale
and/or restructuring transaction, which must occur by the end of
November 2015 in accordance with the milestones set forth in the
DIP Loan Agreement.
The DIP Facility generally provides for:
* a multi-draw term loan of approximately $100 million secured
by first priority priming liens on substantially all of the
Debtors' assets, subject only to the a carve out for fees of
retained professionals and the U.S. Trustee, liens that were senior
to the liens of the Debtors' prepetition lenders as of the Petition
Date, and, with respect to the Debtors' collateral under their ABL
facility, the ABL lenders' liens;
* interest payable at a rate of 12 percent plus 2 percent
default interest, as applicable, payable in kind;
* borrowings and disbursements to be made pursuant to the terms
of an agreed 13-week budget;
* an initial interim advance of $30 million to be funded upon
entry of the Interim DIP Order, followed by intermittent borrowings
after entry of the Final DIP Order, pursuant to the terms and
conditions set forth in the DIP Loan Agreement;
* the Debtors' agreement to provide a 2% upfront fee to each DIP
Lender on each DIP Lender's commitment and a 3% exit fee on
repayment or termination of the DIP Facility pursuant to a
Commitment Letter and a payment of $75,000 to the DIP Agent
pursuant to a DIP Agent Fee Letter; and
* adequate protection for the Debtors' prepetition secured
creditors in the form of, among other things, replacement liens,
superpriority claims, and the payment of certain fees and expenses
for certain of the Debtors' prepetition lenders.
The DIP Facility is secured by the collateral securing the Debtors'
prepetition secured credit facilities plus unencumbered property,
including nonresidential real property leases.
The DIP facility has a termination date of Nov. 30, 2015. However,
the Debtors are required to achieve certain milestones, the failure
of which to satisfy would constitute an event of default. Failure
of which to satisfy would constitute an event of default
thereunder, including, milestones relating to filing a plan of
reorganization, reaching agreements with the Debtors' prepetition
unions or otherwise commencing Section 1113 and/or 1114
proceedings, filing a motion for a sale of the Debtors' assets, and
confirmation and consummation of a Plan.
As adequate protection of the interests of the lenders owed $38
million under prepetition ABL revolving facility, the proposed
interim order approving the DIP financing provides that unless
otherwise agreed-to by Deutsche Bank AG, New York Branch, as
Prepetition ABL Agent, or ordered by the Court, the use of cash
collateral will terminate after seven days of the Debtors' failure
to achieve any of these milestones (the "ABL/LC Milestones"):
(i) entry into a binding stalking horse asset purchase agreement
for the sale of at least four mines and related assets through an
auction to be consummated through a chapter 11 plan by June 30,
2015;
(ii) entry of a Court order approving the winning bidder at the
auction by Sept. 18, 2015; and
(iii) closing/effective date of the Plan by Nov. 30, 2015;
Cantor Fitzgerald Securities, as postpetition administrative agent,
may extend the ABL/LC Milestones in its sole discretion for a
period up to but no more than four weeks, and any such extension
will be binding on the Prepetition ABL Agent and Prepetition ABL
Lenders.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) -- and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
Patriot Coal estimated more than $1 billion in assets and debt.
PATRIOT COAL: Seeks to Perform Under Coal Sale Contracts
--------------------------------------------------------
Patriot Coal Corp. and its debtor subsidiaries seek approval from
the Bankruptcy Court to enter into and perform under their coal
sale contracts in the ordinary course of business.
The Debtors routinely and in the ordinary course of their business
enter into contracts with customers to sell coal from the Debtors'
mining operations or acquired from other sources.
Michael A. Condyles, Esq., at Kutak Rock LLP, avers that because
coal sale contracts are long term agreements (sometimes continuing
for several years), and because the contracts often cover very
large quantities of coal and involve millions of dollars in
aggregate purchase price, counterparties may be unwilling to
transact with the Debtors without specific authorization from the
Court. Mr. Condyles adds that if the Debtors had to seek Court
approval every time they wished to enter into a new coal sale
contract, the Debtors believe that they would be at a competitive
disadvantage to their competitors, resulting in a loss of customers
and revenues, thus endangering their chances of successfully
restructuring.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) -- and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
Patriot Coal estimated more than $1 billion in assets and debt.
PATRIOT COAL: Taps Prime Clerk as Claims & Noticing Agent
---------------------------------------------------------
Patriot Coal Corp. and its debtor subsidiaries seek approval from
the Bankruptcy Court to employ Prime Clerk LLC as notice, claims,
and solicitation agent in their Chapter 11 cases, effective nunc
pro tunc to the Petition Date.
For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:
Hourly Rate
-----------
Analyst $30 to $45
Technology Consultant $60 to $90
Consultant $80 to $130
Senior Consultant $120 to $160
Director $170 to $190
For the firm's solicitation, balloting and tabulation services,
the rates are:
Hourly Rate
-----------
Solicitation Consultant $180
Director of Solicitation $200
The firm will charge $0.09 per page for printing, $0.10 per page
for fax noticing, and no charge for e-mail noticing. Hosting of
the case Web site is free of charge and on-line claim filing
services are free of charge. For data administration and
management, the firm will charge $0.10 per record per month for
data storage, maintenance and security, with the fees waived for
the first three months.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $30,000.
The claims agent can be reached at:
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Attn: Shai Waisman
Tel: (212) 257-5450
E-mail: swaisman@primeclerk.com
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) -- and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
Patriot Coal estimated more than $1 billion in assets and debt.
PEPPERTREE VILLAS: Files for Ch. 11 to Disband Association
----------------------------------------------------------
Peppertree Villas Homeowners' Association has filed for Chapter 11
bankruptcy protection, Carolina Coast Online reports, citing Joey
Propst, Esq., at Jordan, Price, Wall, Gray, Jones and Carlton.
According to Carolina Coast Online, the Association is seeking
bankruptcy protection to disband the association and demolish 14
condominium buildings.
Carolina Coast Online states that the Association has updated the
town council on its work regarding two condemnation notices, one on
nine condo buildings in Peppertree Villas and another for walkways
and decks on five other buildings.
Carolina Coast Online relates that the town counsel unanimously
passed a resolution (i) granting the Association another 30 days to
continue pursuing the bankruptcy filing process and to disconnect
the electricity to the buildings, and (ii) requiring the
Association to update the council on the progress again at a Sept.
17, 2015 work session.
Mr. Propst, according to Carolina Coast Online, said it's his
understanding the Association will take down all the condemned
Peppertree buildings and disband the HOA, and demolition could
start this fall to avoid interfering with the summer tourist
season.
PLANTRONICS INC: S&P Assigns 'BB' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB'
corporate credit rating to Santa Cruz, Calif.-based Plantronics
Inc. The outlook is stable.
At the same time, S&P assigned its 'BB' issue-level rating and '3'
recovery rating to the company's $500 million senior unsecured
notes due 2023. The '3' recovery rating indicates S&P's
expectation of meaningful (50% to 70%; upper half of the range)
recovery in the event of payment default. The recovery rating for
these instruments is capped at '3' per S&P's criteria.
"The rating on Plantronics reflects our view of the company's
'fair' business risk profile, incorporating its limited product
diversity and relatively small scale offset by its strong position
in the enterprise headset market, and 'intermediate' financial risk
profile," said Standard & Poor's credit analyst Andrew Chang.
A negative one-notch adjustment to the comparable rating analysis
modifier is also applied to reflect S&P's view that Plantronics'
business risk profile is at the lower end of the "fair"
assessment.
The outlook is stable, based on S&P's expectation that the company
will continue to generate positive revenue growth and stable
profitability while maintaining a consistent financial policy.
Although an upgrade is unlikely over the next 12 months, S&P would
consider a higher rating over the longer term if the company is
able to demonstrate revenue growth and margin expansion in excess
of our base case scenario through continued adoption of its UC
products.
S&P could lower the rating if Plantronics pursues a more aggressive
shareholder return policy than S&P currently anticipates, resulting
in additional debt financing and an adjusted leverage ratio in
excess of 3x on a sustained basis.
PLASTIC2OIL INC: Incurs $860,000 Net Loss in First Quarter
----------------------------------------------------------
Plastic2Oil, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $860,000 on $0 of sales for the three months ended March 31,
2015, compared with a net loss of $1.75 million on $18,700 of sales
for the same period in 2014.
As of March 31, 2015, the Company had $6.75 million in total
assets, $8.74 million in total liabilities, and a $1.98 million
total stockholders' deficit.
At March 31, 2015, the Company had a cash balance of $23,200.
"Our limited capital resources and recurring losses from operations
raise substantial doubt about our ability to continue as a going
concern and may adversely affect our ability to raise additional
capital," the Company said.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/iJffpl
About Plastic2Oil
Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel
company that transforms unsorted, unwashed waste plastic into
ultra-clean, ultra-low sulphur fuel without the need for
refinement. The Company's Plastic2Oil (P2O) is a process designed
to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling
challenges. It is also focused on the creation of green
employment opportunities and a reduction in the cost of plastic
recycling programs for municipalities and business. The Company's
fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum
distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6
Fuel is heavy fuel used in industrial boilers and ships. No. 2
Fuel is a mid-range fuel known as furnace oil or diesel. Naphtha
is a light fuel that is used as a cut feedstock for ethanol or as
white gasoline in high and regular grade road certified fuels.
Plastic2Oil reported a net loss attributable to common shareholders
of $8.51 million on $59,000 of sales for the year ended Dec. 31,
2014, compared to a net loss attributable to common shareholders of
$16.8 million on $693,000 of sales for the year ended Dec. 31,
2013.
MNP LLP, in Toronto, Canada, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2014, citing that the Company has experienced negative cash
flows from operations since inception and has accumulated a
significant deficit which raises substantial doubt about its
ability to continue as a going concern.
PLY GEM HOLDINGS: Stockholders Elect 3 Directors
------------------------------------------------
Ply Gem Holdings, Inc., held its 2015 annual meeting of
stockholders on May 12, at which the stockholders:
(i) elected Jeffrey T. Barber, Timothy T. Hall and
Steven M. Lefkowitz as Class II directors;
(ii) approved an advisory resolution on executive compensation;
(iii) approved an amendment to the Amended and Restated
Certificate of Incorporation of the Company to eliminate
the Chairman's right to call special meetings of
stockholders; and
(iv) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for
2015.
Effective as of May 12, 2015, the Board amended the Company's
Amended and Restated By-laws to include the rights, duties and
responsibilities of the lead director of the Board.
About Ply Gem
Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.
Ply Gem reported a net loss of $31.3 million on $1.56 billion of
net sales for the year ended Dec. 31, 2014, compared to a net loss
of $79.5 million on $1.36 billion of net sales for the year ended
Dec. 31, 2013.
As of April 4, 2015, Ply Gem had $1.23 billion in total assets,
$1.38 billion in total liabilities and a $150 million total
stockholders' deficit.
* * *
In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'. "The ratings upgrade reflects our expectation that the
Company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.
PTC SEAMLESS: Meeting of Creditors Set for June 3
-------------------------------------------------
The meeting of creditors of PTC Seamless Tube Corp. is set to be
held on June 3, 2015, at 1:00 p.m., according to a filing with the
U.S. Bankruptcy Court for the Western District of Pennsylvania.
The meeting will take place at Liberty Center, 7th Floor, Room 725,
1001 Liberty Avenue, in Pittsburgh, Pennsylvania.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About 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: U.S. Trustee Forms Creditor's Committee
-----------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors of PTC
Seamless Tube Corp. to serve on the official committee of unsecured
creditors:
(1) Flanders Electric Motor Service, Inc.
8101 Baumgart Road
Evansville, IN 47725
Attn: Steve Graves, Risk Manager
Tel. (812) 867-7421 Ext. 2214
Fax (812) 867-2687
Email: sgraves@flandersinc.com
(2) Paducah Gear & Machine Co., L.C.
P.O. Box 548
Ankeny, IA 50021
Attn: Jack Stapleton, President
Tel. (515) 965-1501
Fax (515) 965-1503
Email: jack.stapleton@ssequipment.com
(3) Tencarva Machinery Company
1115 Pleasant Ridge Road
Greensboro, NC 27409
Attn: David Kirkman, Credit and Contract Manager
Tel. (800) 957-3590
Fax (336) 665-0323
Email: dkirkman@tencarva.com
(4) Tenova Core, Inc.
Cherrington Corporate Center
100 Corporate Center Drive
Coraopolis, PA 15108
Attn: Brian Carlton, CFO
Tel. (412) 262-2240, Ext. 2450
Email: brian.carlton@tenova.com
(5) Traughber Mechanical Services, Inc.
818 Blackjack Road
Franklin, KY 42134
Attn: Joey Traughber, Business Development Manager
Tel. (270) 484-3618
Email: joey@traughbermechanical.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 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.
QUEST SOLUTION: Posts $422,000 Net Loss in First Quarter
--------------------------------------------------------
Quest Solution, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $422,000 on $10.7 million of total revenues for the three months
ended March 31, 2015, compared to net income of $246,000 on $9.62
million of total revenues for the same period in 2014.
As of March 31, 2015, the Company had $33.4 million in total
assets, $32.6 million in total liabilities and $791,000 in total
stockholders' equity.
At March 31, 2015, the Company had cash in the amount of $277,000
and a working capital deficit of $5.12 million.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/4fKzEY
About Quest Solution
Quest Solution (formerly known as Amerigo Energy, Inc.) is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Quest Solution reported net income of $302,000 on $37.3 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $1.12 million on $4,070 of total revenues for the year
ended Dec. 31, 2013.
QUICKSILVER RESOURCES: Houlihan Lokey Approved as Financial Advisor
-------------------------------------------------------------------
Quicksilver Resources Inc., et al., won approval from the
Bankruptcy Court to employ Houlihan Lokey Capital, Inc., as
financial advisor and investment banker.
The Debtors asked that the Court enter a revised order resolving
the informal comments of the Office of the U.S. Trustee and the
Official Committee of Unsecured Creditors.
Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., counsel
for the Debtors, certified that the Debtors received no objections
or responses to the application other than the informal comments to
the application from the Office of the U.S. Trustee and the
Committee.
According to the revised order, the Engagement Letter is modified
to provide:
(a) Paragraph 3(iii)(a)(i) of the Engagement Letter shall be
modified to provide as follows: 0.75% of amounts outstanding as of
the Effective Date under the Combined Credit Agreements, Second
Lien Credit Agreement, Second Lien Notes, 2019 Senior Notes, 2021
Senior Notes and Senior Subordinated Notes.
(b) Paragraph 3(iii)(c) of the Engagement Letter subtitled
Amendment Fee shall be modified to include the following: For the
avoidance of doubt, a transaction involving the material amendment,
modification and/or restatement of those documents and agreements
related solely to (a) the Fortune Creek joint venture,
(b) those certain agreements with Crestwood Midstream Partners LP,
and (c) those certain agreements with West Coast Energy (Spectra)
shall be an Amendment Transaction.
(c) Paragraph 5(iii)(a) of the Engagement Letter shall be
modified to provide as follows: (a) Any transaction or series of
related transactions that constitutes any refinancing of all or any
material portion of the Indebtedness and/or . . . .
(d) Paragraph 5(iv) of the Engagement letter shall be modified to
provide as follows: Any material amendment or waiver effecting a
change in the terms of (a) the Company's Indebtedness (as defined
earlier herein) or (b) a forbearance of the Company's Indebtedness,
in each case, which does not otherwise constitute a
Restructuring Transaction (an "Amendment Transaction"). Each debt
facility, tranche of debt, or series of notes that is so amended,
waived, or forbeared shall be considered a separate Amendment
Transaction.
A copy of the Revised Order is available for free at:
http://bankrupt.com/misc/Quicksilver_254_129_cert_Houlihan.pdf
The Debtor in their application proposed to pay Houlihan based on
this fee structure:
a) Monthly Fee. The Company will pay Houlihan Lokey in advance
a monthly fee of $150,000, commencing in March 2015 and continuing
on the 27th day of each month thereafter. Beginning with the
monthly fee payable in July 2014, 50% of all monthly fees paid to
Houlihan Lokey have and will credit against any transaction fees
payable to Houlihan Lokey pursuant to the Houlihan Engagement
Letter.
b) Transaction Fee(s): In addition to the other fees provided
for in the Houlihan Engagement Letter, the Company will pay
Houlihan Lokey these transaction fee(s):
(i) Restructuring Transaction Fee -- a cash fee without
duplication equal to the sum of: (i) 0.75% of any of the Company's
outstanding principal amount of debt securities or other
indebtedness, obligations or liabilities of any entity comprising
the Company, including accrued and accreted interest thereon, which
are outstanding as of the Effective Date, including, without
limitation, interest bearing trade debt, up to and including
$500 million, that is restructured pursuant to a Restructuring
Transaction; (ii) 0.55% of any Indebtedness greater than
$500 million but less than or equal to $1.0 billion that is
restructured pursuant to a restructuring transaction; (iii) 0.40%
of any Indebtedness greater than $1.0 billion but less than or
equal to $1.5 billion that is restructured pursuant to a
Restructuring Transaction; and (iv) 0.35% of any Indebtedness
greater than $1.5 billion that is restructured pursuant to a
restructuring transaction.
(ii) Sale Transaction Fee -- upon the closing of each sale
aransaction, Houlihan Lokey will earn, and the Company will
thereupon pay immediately and directly from the gross proceeds of
such sale transaction, as a cost of such sale transaction, a cash
fee based upon Aggregate Gross Consideration (AGC), calculated as:
0% if the gross proceeds of such sale transaction are
less than $40million, it being assumed that Houlihan
Lokey will not be responsible for assisting the Company
with any such sale transactions. If the gross proceeds
of such sale transaction are equal to or greater than
$40 million, but less than $250 million, the greater of
(i) $750,000 or (ii) 1% of AGC.
.90% of AGC if the gross proceeds of such sale
transaction are equal to or greater than $250 million,
but less than $500 million.
.80% of ACG if the gross proceeds of such sale
transaction are equal to or greater than $500 million,
but less than $1 billion.
.70% of ACG if the gross proceeds of such sale
transaction are equal to or greater than $1 billion.
If more than one sale transaction is consummated, Houlihan Lokey
will be compensated based on the AGC from all sale transactions.
Houlihan Lokey will credit 75% of any sale transaction fee payable
against a subsequent or simultaneous restructuring transaction fee,
provided that the restructuring transaction Fee is greater than
$8,000,000; otherwise Houlihan Lokey will credit 25% of any sale
transaction fee payable against a subsequent or simultaneous
restructuring transaction fee.
(iii) Financing Transaction Fee -- upon the closing of each
financing transaction, Houlihan Lokey will earn, and the Company
will thereupon pay immediately and directly from the gross
proceeds of such financing transaction, as a cost of such financing
transaction, a cash fee equal to the sum of:
(I) 0.75% of the gross proceeds of any indebtedness raised
or committed that is senior to other indebtedness of the
Company, secured by a first priority lien and
unsubordinated, with respect to both lien priority and
payment, to any other obligations of the Company
(including with respect to debtor-in-possession
financing);
(II) 1.5% of the gross proceeds of any indebtedness raised
or committed that is secured by a lien (other than a first
lien) and is unsecured;
(III) 2.5% of the gross proceeds of any indebtedness raised
or committed that is subordinated; and (IV) 5.0% of
the gross proceeds of all newly issued equity or equity-
linked securities of the Company placed with or committed
to be purchased by a third party; provided, however, that
to the extent to that a financing transaction occurs
following the closing of an Excluded Canadian Transaction,
instead of the foregoing, Houlihan Lokey will instead
receive a role in the financing transaction, with a
minimum allocation of 10.0%.
About Quicksilver
Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.
The company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana. The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.
On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of
title 11 of the United States Code in Delaware. The Debtors are
seeking joint administration under the main case, In re
Quicksilver
Resources Inc. Case No. 15-10585. Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP
in the U.S. and Bennett Jones in Canada. Richards Layton & Finger,
P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey
Capital, Inc. is serving as financial advisor. Garden City Group
Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.
RADIOSHACK CORP: Asks Court to Extend Deadline to Remove Suits
--------------------------------------------------------------
RadioShack Corp. has filed a motion seeking additional time to
remove lawsuits involving the company and its affiliates.
In its motion, the company asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to Aug. 4, 2015.
The extension, if granted, would ensure that RadioShack does not
forfeit "valuable rights" under U.S. bankruptcy law, according to
its lawyer, Evelyn Meltzer, Esq., at Pepper Hamilton LLP, in
Wilmington, Delaware.
The motion is on Judge Brendan Shannon's calendar for May 27.
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor. Lazard Freres & Co. LLC is the Debtors' investment
banker. A&G Realty Partners is the Debtors' real estate advisor.
Prime Clerk is the Debtors' claims and noticing agent.
In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.
Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the
Official Committee of Unsecured Creditors as co-counsel. Houlihan
Lokey Capital, Inc., serves as financial advisor and investment
banker.
RANCH 967: Files Schedules of Assets and Liabilities
----------------------------------------------------
Ranch 967 LLC filed with the U.S. Bankruptcy Court for the Western
District of Texas its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $22,500,000
B. Personal Property $0
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $12,019,392
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $960,579
----------- -----------
Total $22,500,000 $12,979,971
A copy of the schedules is available for free at:
http://bankrupt.com/misc/RANCH967_9_sal.pdf
About Ranch 967 LLC
Ranch 967 LLC, a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10314) on March
3, 2015. The petition was signed by Frank J. Carmel as managing
member. The Debtor estimated assets and liabilities of $10
million
to $50 million. Eric J. Taube, Esq., at Hohmann Taube & Summers,
LLP, represents the Debtor as counsel. Judge Tony M. Davis
presides over the case.
RECYCLE SOLUTIONS: Has Until July 3 for Lease-Related Decisions
---------------------------------------------------------------
The Hon. George W. Emerson, Jr., of the U.S. Bankruptcy Court for
the Western District of Tennessee extended, until July 3, 2015, by
which Recycle Solutions Inc. may assume or reject unexpired leases
of nonresidential real property.
About Recycle Solutions
Recycle Solutions, Inc., founded in 2002 in Memphis, TN, is in the
business of recycling and reusing plastic, wood and packaging for
film rolls. The company claims to be a pioneer in helping leading
corporations develop and implement innovative programs to reduce
their environmental impact. James Downing, of Arlington,
Tennessee, founder and president, owns 100% of the stock.
Recycle Solutions sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov.
4, 2014, disclosing assets of $11.5 million against liabilities of
$6.4 million.
The case is assigned to Judge George W. Emerson Jr. The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due March 4, 2015.
The U.S. Trustee for Region 8 appointed three creditors to serve on
the official committee of unsecured creditors. Adam B. Emerson of
Bridgforth & Buntin, PLLC, represents the Committee as counsel.
RETROPHIN INC: Posts $39.7 Million Net Income in First Quarter
--------------------------------------------------------------
Retrophin, Inc. reported net income of $39.7 million on $17.4
million of net product sales for the three months ended March 31,
2015, compared to a net loss of $75.7 million on $27,900 of net
product sales for the same period in 2014.
As of March 31, 2015, the Company had $415.98 million in total
assets, $247 million in total liabilities and $169 million in total
stockholders' equity.
Cash, cash equivalents and marketable securities as of March 31,
2015, totaled $126 million.
"The first quarter proved to be a very productive start to 2015, as
we continued to execute against our strategy," said Stephen
Aselage, chief executive officer of Retrophin. "We established
ourselves as a leader in the treatment of bile acid disorders with
the addition of Cholbam to our commercial portfolio, and acquired a
Pediatric PRV in the process. Thiola continued to achieve
meaningful commercial growth, and we significantly strengthened our
balance sheet with a successful follow-on offering. Combining
these accomplishments with better cost controls implemented at the
end of last year, Retrophin is in a great position to remain
aggressive in business development activities and continue driving
our pipeline forward."
A full-text copy of the press release is available for free at:
http://is.gd/glMWa8
About Retrophin
Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases. The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.
Retrophin reported a net loss of $111 million in 2014 following a
net loss of $34.6 million in 2013.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014. The accounting firm noted that the Company has
suffered recurring losses from operations, used significant amounts
of cash in its operations, and expects continuing future losses.
In addition, at Dec. 31, 2014, the Company had deficiencies in
working capital and net assets of $70.2 million and $37.3 million,
respectively. Finally, while the Company was in compliance with
its debt covenants at Dec. 31, 2014, it expects to not be in
compliance with these covenants in 2015. These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
RICEBRAN TECHNOLOGIES: Closes on $8 million 3-Year Debt Facility
----------------------------------------------------------------
RiceBran Technologies has closed on an $8 million three year debt
facility with Full Circle Capital to provide working capital and
term loans to facilitate future growth. The financing will take
the form of a $3.5 million senior secured revolving working capital
facility, a $2.5 million term loan and up to $2 million of
additional term loans.
Dale Belt, chief financial officer, commented: "We are pleased to
have closed on this important funding from Full Circle Capital.
This financing represents an important inflection point for our
company that we believe will help us capitalize on the significant
investments we have already made in plant capacity upgrades and
product development. We intend to put these funds to work in both
our USA and Brazil segments to help drive significant top and
bottom line growth at RBT in the quarters and years to come."
The Company intends to use the proceeds from this financing as
working capital and for capital expenditures to support revenue
growth of its proprietary rice bran-based ingredients and turnkey
product solutions from its USA Segment as well as its rice bran oil
and derivatives production in Brazil.
Gregg J Felton, president & CEO of Full Circle Capital, commented,
"Full Circle Capital is pleased to have closed this important
financing with RiceBran Technologies. RBT has established a
position as a unique provider of healthy whole food nutrition
products and we look forward helping the Company grow throughout
2015 and in the years to come."
Amended Note and Warrant Purchase Agreement
On May 12, 2015, the Company entered into an Amendment to Loan
Documents with certain investors under the Note and Warrant
Purchase Agreement, originally dated Jan. 17, 2012, and as amended
thereafter. Pursuant to the Amendment, the terms of the promissory
notes held by electing investors extend the maturity dates from
July 31, 2016, to May 31, 2018, and changes the interest rate from
5% per annum to an annual interest rate of Base Rate (determined as
a function of LIBOR and as defined in the Amendment) plus 11%.
Subordinated note holders representing approximately 97% of the
principal due have agreed to the amendment to their notes. These
participating noteholders will receive warrants to acquire
approximately 289,670 shares of common stock in the aggregate with
an exercise price equal to $5.25 per share, which warrants will be
split pro rata among the participating noteholders based upon the
principal amounts of their promissory notes. Each participating
noteholder also signed a subordination agreement, pursuant to which
they subordinated their security interest to Senior Lender.
Further, the participating investors and the Company entered into a
Third Amended and Restated Security Agreement, which secured the
notes under the Note and Warrant Purchase Agreement, subordinate to
Senior Lender.
About RiceBran
Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.
RiceBran Technologies reported a net loss of $17.6 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.1 million on $37.7 million of
revenues for the year ended Dec. 31, 2012.
As of Sept. 30, 2014, the Company had $46.6 million in total
assets, $29.9 million in total liabilities, $3.94 million in
redeemable noncontrolling interest in Nutra SA, and $12.7 million
in total equity attributable to the Company's shareholders.
BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013. This factor among other things, raises substantial doubt
about its ability to continue as a going concern.
RICHARD G. ROCK: Bank of America Wins Dismissal of Lawsuit
----------------------------------------------------------
The United States District Court for the District of Nevada in its
April 15, 2015 Order, in the case docketed as RICHARD G. ROCK, an
individual, Plaintiff, v. BANK OF AMERICA, N.A., fka COUNTRYWIDE
HOME LOANS SERVICING, LP; DOES I- X and ROE CORPORATIONS I-X,
Defendants, CASE NO. 2:14-CV-01496-GMN-VCF, granted a motion to
dismiss filed by defendant Bank of America, N.A., as successor by
merger to BAC Home Loan Servicing LP fka Countrywide Home Loans
Servicing, LP.
Chief District Judge Gloria M. Navarro found that Bank of America
was entitled to any payments it received under the terms of the
loan and was not unjustly enriched or precluded from foreclosing on
the Property. Judge Navarro also concluded that the Plaintiff
failed to sufficiently allege his fraud claim.
The adversary case arises out of the foreclosure by Bank of
America's predecessor in interest of certain real property owned by
Rock along with another individual, William Turbay. Rock and
Turbay, proceeding pro se, filed an action against Bank of America
as successor to Countrywide on July 16, 2012 in state court,
alleging (1) wrongful foreclosure, (2) quiet title, (3) wrongful
eviction, (4) wrongful writ of possession, (5) declaratory relief,
(6) slander of title, and (7) injunctive relief. That action was
subsequently removed to the District Court.
A copy of Judge Navarro's Order is available at http://is.gd/6LNuwo
from Leagle.com.
Richard G. Rock, Plaintiff, represented by John Dean Harper, HARPER
LAW OFFICE.
Bank of America, N.A., Defendant, represented by Ariel E. Stern --
ariel.stern@akerman.com -- Akerman LLP, Christine M. Parvan --
christine.parvan@akerman.com -- Akerman LLP & Steven G. Shevorski
-- steven.shevorski@akerman.com -- Akerman LLP.
Richard G. Rock and William Turbay were both in Chapter 11
bankruptcy and the sale and leaseback of the Property was designed
to pay off some of their creditors.
RIENZI & SONS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Rienzi & Sons Inc. filed with U.S. Bankruptcy Court for the Eastern
District of New York its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $13,349,383+
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $1,900,161
E. Creditors Holding
Unsecured Priority
Claims $16,894
F. Creditors Holding
Unsecured Non-Priority
Claims $23,048,456
----------- -----------
Total $13,349,383+ $24,965,511
A copy of the schedules is available for free at
http://bankrupt.com/misc/RIENZI_SONS_71_sal.pdf
About Rienzi & Sons
Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was
signed by Michael Rienzi as president. The Debtor disclosed
$13,349,383+ in assets and $24,965,511 in liabilities as of the
Chapter 11 filing. Vincent J Roldan, Esq., and Michael J.
Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as
counsel to the Debtor. Judge Nancy Hershey Lord presides over the
Chapter 11 case.
The Official Committee of Unsecured Creditors is represented by
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP as counsel.
SABINE OIL: Appoints Jonathan Foster as Director
------------------------------------------------
Upon recommendation from the nominating and governance committee of
the board of directors of Sabine Oil & Gas Corporation, the Board
appointed Jonathan F. Foster to the Board as an independent
director, according to a Form 8-K filed with the Securities and
Exchange Commission. Mr. Foster is a Class III director of the
Company, and has also been nominated to stand for re-election at
the 2015 annual meeting of shareholders.
Mr. Foster, age 54, is a managing director of Current Capital LLC,
a private equity investing and management services firm.
Previously, from 2007 until 2008, Mr. Foster served as managing
director and co-head of Diversified Industrials and Services at
Wachovia Securities. From 2005 until 2007, he served as executive
vice president Finance and Business Development of Revolution LLC.
From 2002 until 2004, Mr. Foster was a managing director of The
Cypress Group, a private equity investment firm, where he led the
industrial and services group. From 2001 until 2002, he served as
a senior managing director of Bear Stearns & Co. From 1999 until
2000, Mr. Foster served as the executive vice president, chief
operating officer and chief financial officer of ToysRUs.com, Inc.
Previously, Mr. Foster was also with Lazard for over ten years in
various positions, including as a Managing Director. Mr. Foster
currently serves as a director of Masonite International
Corporation (NYSE: DOOR), Lear Corporation (NYSE: LEA), Chemtura
Corporation (NYSE: CHMT) and Berry Plastics Group, Inc. (NYSE:
BERY).
In connection with his appointment to the Board, Mr. Foster entered
into an indemnification agreement with the Company, substantially
similar to those entered into by other Board members. Mr. Foster
will receive $175,000 per year for his service on the Board, which
will be paid in one lump sum in advance, plus reimbursement of
out-of-pocket expenses. In connection with his appointment, Mr.
Foster was also appointed to serve on a newly-formed investigation
committee. Mr. Foster will receive $70,000 per year for his
service on the investigation committee, which shall be paid in one
lump sum in advance, plus reimbursement of out-of-pocket expenses.
The investigation committee is expected to conduct and oversee an
investigation related to certain potential claims and causes of
action that the Company and/or certain of its stakeholders may
possess.
Successor Trustee Appointment
On May 14, 2015, the Company received notice that Delaware Trust
Company has been appointed as successor trustee under the Company's
indenture dated as of Sept. 17, 2012, governing its 7.5% senior
notes due 2020 originally issued by Forest Oil Corporation.
Additionally, effective May 14, 2015, Wilmington Trust, National
Association, has been appointed as successor administrative agent
of the Company's $700 million second lien term loan agreement dated
as of Dec. 14, 2012.
About Sabine
Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an
independent energy company engaged in the acquisition, production,
exploration and development of onshore oil and natural gas
properties in the United States. Sabine's current operations are
principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite
Wash in the Texas Panhandle. See http://www.sabineoil.com/
Sabine Oil reported a net loss including non-controlling interests
of $327 million in 2014, compared with net income including
non-controlling interests of $10.6 million in 2013.
Deloittee & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the uncertainty associated with
the Company's ability to repay its outstanding debt obligations as
they become due raises substantial doubt about its ability to
continue as a going concern.
Bankruptcy Warning
The Company's borrowing base under its New Revolving Credit
Facility was subject to its semi-annual redetermination on
April 27, 2015, and was decreased to $750 million. Since the
Company's New Revolving Credit Facility is fully drawn, the
decrease in the Company's borrowing base as a result of the
redetermination resulted in a deficiency of approximately $250
million which must be repaid in six monthly installments of $41.54
million.
Additionally, the Company has elected to exercise its right to a
grace period with respect to a $15.3 million interest payment under
its Term Loan Facility. The interest payment was due
April 21, 2015; however, such grace period permits the Company 30
days to make such interest payment before an event of default
occurs. The Company believes it is in the best interests of its
stakeholders to actively address the Company's debt and capital
structure and intends to continue discussions with its creditors
and their respective professionals during the 30-day grace period.
If the Company fails to pay the interest payment during the 30-day
grace period and does not obtain a waiver for the interest payment,
an event of default would exist under the Term Loan Facility and
the lenders under the Term Loan Facility would be able to
accelerate the debt. However, the lenders would not be able to
foreclose on the collateral securing the Term Loan Facility until
after the expiration of the 180-day standstill. If the Company
continues to fail to pay the interest payment, such failure could
constitute a cross default under certain of the Company's other
indebtedness. If the indebtedness under the Term Loan Facility or
any of the Company's other indebtedness is accelerated, the Company
said it may have to file for bankruptcy.
* * *
As reported by the TCR on April 6, 2015, Moody's Investors Service
downgraded Sabine Oil & Gas Corporation's Corporate Family Rating
to Caa3 from Caa1. The rating action was prompted by SOGC's
disclosure on March 31, 2015, that it is in default under its
revolving credit facility and second lien term loan as a result of
a going concern qualification related to its Dec. 31, 2014, audited
financial statements.
The TCR reported on April 24, 2015, that Standard & Poor's Ratings
Services, lowered its corporate credit on Sabine Oil & Gas Corp. to
'D' from 'CCC'. "The downgrade reflects the company's decision not
to pay approximately $15.3 million in interest that was due on
April 21, 2015, on its second-lien term loan," said Standard &
Poor's credit analyst Ben Tsocanos.
SHILOH INDUSTRIES: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on Ohio-based auto supplier Shiloh Industries Inc. to
negative from stable and affirmed its 'BB-' corporate credit rating
on the company.
"The negative outlook reflects our expectation that Shiloh's credit
measures could weaken further in 2015 as the company adjusts to its
larger corporate structure (following its recent acquisitions),
increases its capital expenditures (capex) above historical levels
to support a larger manufacturing footprint, and manages an active
program launch cycle," said Standard & Poor's credit analyst Nishit
Madlani. "While the company's revenues have grown from its recent
acquisition activity and new program wins, its FOCF has been
somewhat strained."
The negative outlook reflects that S&P could lower its rating on
the company if it does not strengthen its credit metrics over the
next 12 months and restore its FOCF to levels that would support
the current rating.
S&P could downgrade the company if Shiloh is unable to successfully
integrate its recent acquisitions and its FOCF-to-debt ratio
remains below 10%. This could be because of its inability to
effectively manage its new business launches and cost efficiencies.
S&P recognizes that the company has demonstrated top-line growth
in recent periods; however, its FOCF metrics are currently weak for
a significant financial risk assessment.
S&P could consider revising the company's outlook back to stable if
S&P believes Shiloh can sustain a FOCF-to-debt ratio of 10% on a
normalized basis, while maintaining a debt-to-EBITDA metric below
4x. S&P believes that this could be achieved if the company can
grow its EBITDA margins into the low double-digit range by
improving sales volumes, realize its planned cost savings and
efficiencies during 2015, and thereby sustain its margins, all
while still maintaining a prudent financial policy.
SIGA TECHNOLOGIES: Guggenheim Hiring Okayed After Changes
---------------------------------------------------------
U.S. Bankruptcy Judge Sean H. Lane authorized the Statutory
Creditors' Committee in the Chapter 11 case of Siga Technologies,
Inc., to retain Guggenheim Securities, LLC, as financial advisor
and investment banker, nunc pro tunc to Jan. 1, 2015.
Guggenheim is expected to, among other things:
-- review and analyze SIGA's business, operations, financial
condition and prospects;
-- review and analyze of SIGA's business plans and financial
projections prepared by SIGA's senior management, if available;
-- evaluate SIGA's liquidity and debt capacity; and
-- perform financial analysis in connection with the bankruptcy
case and any chapter 11 plan, or other transaction proposed in
connection therewith including, without limitation, valuation
services in connection with the foregoing.
Guggenheim Securities will be paid:
a) a non-refundable cash fee of $125,000 per month during the
term of the Guggenheim Engagement commencing with the month of
January 2015.
b) a one-time cash fee in the amount of $1,000,000 upon the
occurrence of the effective date of a chapter 11 plan if the
effective date of the plan occurs at any time during the fee
period; provided, however, that no plan fee will be payable if such
plan provides for the payment in cash, in full, of all allowed
prepetition general unsecured claims and the investment banking
services and financial advisory services provided by Guggenheim
Securities were not instrumental and substantial in the formulation
of the treatment of prepetition general unsecured claims under such
plan.
c) a one-time cash fee in an amount equal to $500,000 if
Guggenheim Securities provides an expert report or expert testimony
in connection with a contested confirmation hearing that is
actually scheduled by the Bankruptcy Court.
Both the Debtor and the Office of the U.S. Trustee filed objections
to the Committee's original application to retain Guggenheim. On
Feb. 9, 2015, the Court rendered an oral decision on the first
retention application, which recognized the Committee's right to
retain a financial advisor in the case, but declined to approve the
proposed compensation terms. On Feb. 11, 2015, the Court entered
an order denying the first retention application without prejudice
to the Committee's right to seek to retain Guggenheim Securities on
modified terms.
Thereafter, the Committee engaged in negotiations with Guggenheim
and the Debtor to attempt to reach a consensual agreement on
modified retention terms. Ultimately, these negotiations proved
successful, as the Committee, Guggenheim, and the Debtor have all
agreed to a modified compensation structure and terms.
In particular, Guggenheim has agreed to reduce the up to
$2 million transaction fee originally proposed in the first
retention application payable in connection with any one of
multiple possible transactions for the Debtor to a one-time
cash fee of $1 million (a Plan Fee) that would be paid only upon
the effective date of a confirmed plan for the Debtor.
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is
assigned to Judge Sean H. Lane.
The Debtor disclosed total assets of $131,669,746 and $7,954,645
in liabilities as of the Chapter 11 filing.
The Debtor hired Weil, Gotshal & Manges LLP, as counsel, and Prime
Clerk LLC as claims agent.
The Statutory Creditors' Committee tapped Martin J. Bienenstock,
Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at Proskauer
Rose LLP, as counsel; and Guggenheim Securities, LLC, as financial
advisor and investment banker.
STELLAR BIOTECHNOLOGIES: Expands Online Communications Channels
---------------------------------------------------------------
Stellar Biotechnologies, Inc., is expanding its online corporate
communications channels to include Twitter, Facebook, and
Google+/YouTube.
Stellar's corporate Website www.stellarbiotech.com will remain its
primary channel of communication to shareholders. The Company's
announcements will be posted to Twitter and Facebook after they are
first posted on the Website. Stellar plans to use the additional
online channels to communicate educational content and general
information about the Company's technology, industry and
activities.
Links to all of Stellar's communications tools are listed here:
Stellar Biotechnologies corporate Website:
www.stellarbiotech.com
Facebook: https://www.facebook.com/StellarBiotech
Twitter: https://twitter.com/StellarBiotech
Google+: https://plus.google.com/+StellarBiotech/about
KLH Knowledge Base: http://www.klhsite.org/
About Stellar
Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations. The Company markets KLH and suKLH formulations to
customers in the United States and Europe.
KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.
Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.
As of March 31, 2015, the Company had $11.8 million in total
assets, $2.90 million in total liabilities, and $8.92 million int
total shareholders' equity.
TLO LLC: Order Denying Myhre's Bid for More Discovery Time Upheld
-----------------------------------------------------------------
The United States District Court for the Southern District of
Florida, in the April 15, 2015 Opinion in the case docketed as GARY
MYHRE, Appellant, v. TLFO, LLC, Appellee, CASE NO.
14-81036-CIV-COHN, affirmed the Orders of the Bankruptcy Court
denying a Motion to Remove Gary Myhre Deposition from [C]M/ECF
Docket, Order Denying Gary Myhre's Emergency Motion to Reconsider
Computer and Handwriting Analysis, and Order Sustaining Trustee's
Objection to Claim No. 31.
District Judge James I. Cohn, in affirming the Bankruptcy Court
order denying Myhre's request for additional time to conduct
discovery, rejected Myhre's contention that his delay in seeking
the computers was justified by the timing of the Debtor's
interrogatory responses. He stated that it appeared that "Myhre
simply did not consider what sorts of evidence he would need to
support his claim until late in the day, illustrating a lack of
diligence." Judge Cohn found that Myhre offered no argument as to
how the Bankruptcy Court substantively erred when it prohibited him
from examining the computers. He concluded that Myhre had waived
the issue and that "because Myhre would not be entitled to examine
the computers even were he to receive an extension of time for
discovery, his appeal from the denial of an extension of the
discovery deadline is moot."
Judge Cohn also perceived no good reason that the transcript should
be sealed, stated that "Myhre offered no substantial justification
for the sealing of the transcript aside from his misplaced reliance
on the confidentiality order. The transcript does not appear to
contain any particularly sensitive information, due in part to
Myhre's unresponsive answers to many of the questions posed to
him." "Absent a showing of good cause, a court should not seal
documents in the record," the Judge said.
A copy of the Judge Cohn's Opinion and Order Affirming the Rulings
of the Bankruptcy Court is available at http://is.gd/AATtvZfrom
Leagle.com.
Gary Myhre, Appellant, Pro Se.
TLFO, LLC, Appellee, represented by Aaron A. Wernick --
awernick@furrcohen.com -- Furr & Cohen, PA, Alan Roy Crane
--acrane@furrcohen.com -- Furr & Cohen, Alvin S. Goldstein --
agoldstein@furrcohen.com -- Furr & Cohen, Jason S Rigoli --
jrigoli@furrcohen.com -- Furr and Cohen, P.A., Mark Stuart Roher --
mroher@joneswalker.com -- Jones Walker LLP & Robert Cecil Furr,
Furr & Cohen.
About TLO LLC nka TLFO LLC
TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-20853)
on May 9, 2013, in West Palm Beach, Florida, near the company's
headquarters in Boca Raton. The petition was signed by E. Desiree
Asher as CEO.
Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel. Bayshore Partners, LLC is the Debtor's
investment banker. Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.
Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.
The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims. The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year. There is $4.6 million secured by
computer equipment.
TS EMPLOYMENT: Can File Schedules Until June 3
----------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York gave until June 3, 2015, TS Employment Inc. to
file its schedules of assets and liabilities, and statements of
financial affairs.
About TS Employment
Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services. Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm. TS processes payroll of up to 30,000 employees.
TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin
Glenn is assigned to the case.
The Debtor estimated at least $100 million in assets and debt.
The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel. Realization Services Inc.
serves as the Debtor's consultant.
TS EMPLOYMENT: Creditors' Meeting Moved to July 16
--------------------------------------------------
The U.S. Trustee for Region 2 announced that the meeting of
creditors of TS Employment Inc. has been rescheduled from May 21 to
July 16.
The meeting will take place at 80 Broad Street, 4th Floor, in New
York. It will start at 2:30 p.m., according to court filings.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About TS Employment
Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services. Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm. TS processes payroll of up to 30,000 employees.
TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin
Glenn is assigned to the case.
The Debtor estimated at least $100 million in assets and debt.
The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel. Realization Services Inc.
serves as the Debtor's consultant.
USA SYNTHETIC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
USA Synthetic Fuel Corporation filed with the U.S. Bankruptcy Court
its schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $7,903,916
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $36,604,863
E. Creditors Holding
Unsecured Priority
Claims $117,050
F. Creditors Holding
Unsecured Non-Priority
Claims $7,748,107
----------- -----------
Total $7,903,916 $44,470,020
A copy of the schedules is available for free at
http://bankrupt.com/misc/USASynthetic_46_SAL.pdf
About USA Synthetic Fuel
Based in Lima, Ohio, USA Synthetic Fuel Corporation is an
environmentally focused, development stage energy company pursuing
low-cost, clean energy solutions through the deployment of Ultra
Clean Btu Converter technology. Ultra Clean Btu Converter
technology is a process that cost-effectively converts lower-value
solid hydrocarbons, such as coal, into higher-value energy
products, such as Ultra Clean Synthetic Crude, which can be refined
into a variety of fuels, such as diesel, jet, and gasoline.
USA Synthetic and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17,
2015. The petitions were signed by Dr. Steven C. Vick as chief
executive officer. The Debtors disclosed total assets of $7.9
million and total debts of $99.3 million.
Morris, Nichols, Arsht & Tunnell, represents the Debtors as
counsel. Asgaard Capital LLC acts as the Debtors' investment
banker. R2B Group, LLC serves as the Debtors' interim chief
financial officer provider.
The U.S. trustee wasn't able to form a committee to represent the
company's unsecured creditors due to insufficient interest.
VERSO PAPER: Incurs $122 Million Net Loss in First Quarter
----------------------------------------------------------
Verso Paper Holdings LLC filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $122 million on $806 million of net sales for the three months
ended March 31, 2015, compared to a net loss of $91 million on $299
million of net sales for the same period in 2014.
As of March 31, 2015, Verso Paper Holdings had $3.05 billion in
total assets, $3.85 billion in total liabilities and a $806 million
total deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/LgOFOk
About Verso
Verso is a North American producer of coated papers, including
coated groundwood and coated freesheet, and specialty products.
Verso is headquartered in Memphis, Tennessee, and owns three paper
mills located in Maine and Michigan. Verso's paper products are
used primarily in media and marketing applications, including
magazines, catalogs and commercial printing applications such as
high-end advertising brochures, annual reports and direct-mail
advertising. Additional information about Verso is available on
its Web site at http://www.versopaper.com/
Verso Paper reported a net loss of $356 million on $1.29 billion of
net sales for the year ended Dec. 31, 2014, compared with a net
loss of $111 million on $1.38 billion of net sales in 2013.
* * *
As reported by the TCR on July 10, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Memphis, Tenn.-
based Verso Paper Holdings LLC to 'CC' from 'CCC'. "The rating
action reflects the announcement that the company plans to conduct
a two-part exchange for its senior secured second-priority notes
and senior subordinated notes," said Standard & Poor's credit
analyst David Kuntz.
The TCR reported on June 24, 2014, that Moody's Investors Service
downgraded Verso Paper's corporate family rating (CFR) to 'Caa3'
from 'B3' and probability of default rating (PDR) to 'Caa3-PD'
from
'Caa2-PD'. Verso's Caa3 CFR reflects the elevated risk
of a default or distressed exchange in the next 12 months, the
company's weak liquidity, high leverage (adjusted leverage over
13x), and the expectation that the company will continue to face
secular demand declines and weak prices for most of the grades of
coated paper it produces.
VICTOR OOLITIC: Back on Solid Ground, Doubling Yearly Excavation
----------------------------------------------------------------
WBIW.com reports that Indiana Limestone Company is back on solid
ground, doubling its annual excavation figures since it was
acquired by equity firm Wynnchurch Capital following its Chapter 11
bankruptcy filing.
The Company has also added 43 jobs and reduced its limestone
delivery time to three to four weeks, The Herald-Times relates.
According to WBIW.com, competitors still need eight to 10 weeks of
lead time.
The Company is on track to excavate 2 million cubic feet of
limestone this year, which is more than double 2013's
pre-bankruptcy figure of 900,000 cubic feet, The Associated Press
states, citing the Company's officials.
The AP reports that the Company has also hired a public relations
firm to focus on keeping limestone relevant.
About Victor Oolitic
Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America. The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.
Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S.
Sontchi presides over the cases. In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.
Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.
As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million. The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.
This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt. Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.
ICF is represented by Vedder Price PC and Pepper Hamilton LLP.
VYCOR MEDICAL: Posts $806,000 Net Loss in First Quarter
-------------------------------------------------------
Vycor Medical, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $807,000 on $329,000 of revenue
for the three months ended March 31, 2015, compared to a net loss
available to common shareholders of $788,000 on $358,000 of revenue
for the same period in 2014.
As of March 31, 2015, the Company had $3.23 million in total
assets, $881,000 in total liabilities, all current, and $2.35
million in total stockholders' equity.
Peter Zachariou, chief executive officer of Vycor, commented: "We
continue to make good progress with our VBAS product and the new
studies we are anticipating this year together with the launch of
additional products makes me confident this will translate into
increased VBAS penetration and greater market acceptance during the
course of this year. NovaVision addresses a substantial and
largely unaddressed market opportunity. With the launch of
Internet-delivered VRT this quarter NovaVision is now positioned,
for the first time, with the suite of therapies and product
offerings to deliver on our strategic vision: to provide a
clinically supported, affordable and scalable visual therapy
solution offering broad benefits to those suffering visual
impairment following neurological damage; and to offer solutions
for both patients, physicians and rehab centers alike."
Cash and cash equivalents were $1.3 million at March 31, 2015.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/kJw10B
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss of $4.04 million in 2014, a net
loss of $2.44 million in 2013 and a net loss of $2.93 million in
2012.
WALTER ENERGY: Brian Chopin Named Acting Chief Accounting Officer
-----------------------------------------------------------------
Brian M. Chopin, assistant corporate controller of Walter Energy,
Inc., was appointed acting corporate controller and chief
accounting officer, effective May 20, 2015, and will serve as the
successor to Kevin M. Harrigan, whose resignation was previously
reported, according to a document filed with the Securities and
Exchange Commission.
Mr. Chopin, age 32, joined the Company in June 2012, first serving
as the manager of SEC reporting and, from January 2014 to May 2015,
serving as assistant corporate controller. Prior to joining the
Company, Mr. Chopin worked at KPMG LLP as an audit senior associate
from September 2008 to June 2011 and as an Audit Manager from July
2011 to June 2012. Mr. Chopin earned a Bachelor of Accountancy and
a Masters of Taxation from the University of Mississippi and is a
Certified Public Accountant.
In connection with his appointment as acting corporate controller
and chief accounting officer, Mr. Chopin and the Company intend to
enter into a management severance agreement, to be effective
May 20, 2015. Pursuant to the Severance Agreement, Mr. Chopin is
entitled to receive certain severance payments and benefits if his
employment by the Company is terminated other than for "cause" or
"good reason," but in each case excluding any separation from
service due to death or "disability", subject to Mr. Chopin
complying with the restrictive covenants contained in the Severance
Agreement and executing a prescribed form of release of claims
within 21 days following the date of such termination. The
Severance Agreement provides that for one year following the date
of termination, Mr. Chopin is entitled to monthly pay continuation
with each monthly payment equal to one-twelfth (1/12) times the sum
of his base salary and target bonus in effect on the date of
termination. He is also entitled to continuation of his group
health, insurance and other employee assistance program benefits
beginning on the date of termination and continuing until the
earliest to occur of (i) the first anniversary of the date of
termination, (ii) the last date he is eligible to participate in
the benefits under applicable law or (iii) the date he is eligible
to receive comparable benefits from a subsequent employer.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global
steel industry with strategic access to steel producers in Europe,
Asia and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
As of Dec. 31, 2014, Walter Energy had $5.38 billion in total
assets, $5.10 billion in total liabilities, and $282 million in
stockholders' equity.
* * *
As reported by the TCR on April 21, 2015, Standard & Poor's
Ratings Services lowered its corporate credit rating on Walter
Energy Inc. to 'D' from 'CCC+'.
"We lowered the ratings on Birmingham, Ala.-based coal miner
Walter Energy after the Company elected not to pay approximately
$62 million in aggregate interest payments on its 9.5% senior
secured notes due 2019 and its 8.5% senior notes due 2021. A
payment default has not occurred under the indentures governing the
notes, which provide a 30-day grace period. However, we consider a
default to have occurred because we do not expect a payment to be
made within the stated grace period given the company's heavy debt
burden, which we view to be unsustainable. In our opinion, the
Company has sufficient liquidity to operate over the next several
months as it works with creditors to restructure its balance sheet.
Cash and investments totaled approximately $435 million on March
31, 2015."
The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."
WASH TECHNOLOGIES: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wash Technologies of America Corp.
1717 W. Walnut Hill Lane, #105
Irving, TX 75038
Case No.: 15-40917
Chapter 11 Petition Date: May 18, 2015
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Gerrit M. Pronske, Esq.
PRONSKE GOOLSBY & KATHMAN, P.C.
15305 Dallas Parkway, Suite 300
Addison, TX 75001
Tel: 214-658-6501
Fax: 214-658-6509
Email: gpronske@pgkpc.com
Estimated Assets: $1 million to 10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jon Bangash, president.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb15-40917.pdf
XRPRO SCIENCES: Posts $1.48 Million Net Loss in First Quarter
-------------------------------------------------------------
XRpro Sciences, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common stock of $1.48 million on $30,700 of sales for
the three months ended March 31, 2015, compared to net income
applicable to common stock of $5.27 million on $254,220 of sales
for the same period last year.
As of March 31, 2015, the Company had $10.05 million in total
assets, $1.69 million in total liabilities, $133,000 in convertible
redeemable preferred stock, and $8.22 million total stockholders'
equity.
"The Company recently concluded a private placement offering with
gross proceeds of $8,855,000 providing the Company with sufficient
capital resources to meet its projected cash flow requirements in
conducting its operations for at least the next twelve month period
commencing on March 31, 2015. However there can be no assurance
that additional and unforeseen non-recurring expenses will not
arise during the next twelve month period or that the Company will
be successful in completing its business development plan," the
Company said in the report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/mByPdb
About XRpro Sciences, Inc.
XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals
Inc. -- http://www.xrpro.com/-- provides a unique platform for
drug discovery and development services featuring high throughput
screening of ion channel assays for the pharmaceutical industry.
The Company's proprietary advances in X-ray fluorescence provide
measurements that would otherwise be difficult or impossible
applying other readily available technologies. XRpro technology
directly measures the activity of a drug target, without the need
for costly and artifact-causing chemical dyes or radiolabels.
XRPro Sciences reported a net loss applicable to common stock of
$569,000 in 2014 following a net loss applicable to common stock of
$5.88 million in 2013.
ZYNEX INC: Reports $896,000 Net Loss in First Quarter
-----------------------------------------------------
Zynex, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss attributable to
the Company of $896,000 on $3.18 million of net revenue for the
three months ended March 31, 2015, compared to a net loss
attributable to the Company of $1.43 million on $3.16 million of
net revenue for the same period a year ago.
The Company's balance sheet at March 31, 2015, showed $6.41 million
in total assets, $8.57 million in total liabilities and a $2.15
million total stockholders' deficit.
Thomas Sandgaard, CEO commented: "The first quarter of 2015 was a
break-through quarter for Zynex. For the first time in nine
quarters, total net revenue in the current period exceeded that of
the prior year quarter. We achieved solid progress across both
electrotherapy and compound pharmacy with a noteworthy pick up of
orders during March and April. Orders for our NexWave
electrotherapy device in March reached the highest level since May
2014. Orders for compound pharmacy transdermal pain creams also
showed a strong pickup in the latter half of the first quarter.
Based on the recent order trend, we anticipate total net revenue
for the second quarter of 2015 to be in the range of $4.0 to $4.4
million with positive income from operations."
Sandgaard continued: "We are very optimistic about the development
of our new Blood Volume Monitor and expect to receive initial
comments from the FDA in May. In addition, we continue to gather
positive test results during blood donations and are completing the
final assembly of the first production units."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/d7eqsX
Zynex Inc.
Zynex, Inc., develops, manufactures and markets medical equipment.
The Lone Tree, Colorado-based Company offers electrotherapy
products for home use, cardiac monitoring apparatus for hospital
use, and EMG and EEG diagnostic devices for neurology clinic use.
Zynex reported a net loss of $6.23 million on $11.1 million of net
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$7.34 million on $21.7 million of net revenue for the year ended
Dec. 31, 2013.
GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, noting that the Company incurred significant
losses in 2014 and 2013, and has limited liquidity. These factors
raise substantial doubt about its ability to continue as a going
concern.
[*] Duston McFaul Joins Sidley Austin as Bankruptcy Partner
-----------------------------------------------------------
Sidley Austin LLP on May 19 disclosed that Duston K. McFaul has
joined the firm's Houston office as a partner in both its Corporate
Reorganization and Bankruptcy, and Energy practices. Mr. McFaul is
an experienced restructuring lawyer with a concentrated practice
built around complex business restructurings, negotiated workouts
and contested proceedings.
Mr. McFaul takes a solutions-oriented approach to financial
restructuring matters in his representation of clients, which
include debtors, secured lenders, bondholder committees, other
unsecured creditors, and equity sponsors. He also has deep
experience representing clients through an array of trials,
adversary proceedings and arbitrations resulting from actions,
including alleged business torts, contested sales/divestitures,
valuation, fraudulent transfer and transactional issues.
"Especially given the current financial pressure being felt across
the global oil and gas sector, this is an excellent time for Sidley
to add a lawyer of Duston's caliber to our global restructuring
group," said James Conlan, co-chair of the firmwide Corporate
Reorganization and Bankruptcy practice. "In particular, his
experience in corporate reorganizations in the oil and gas space
will complement our well-equipped team in guiding our corporate and
institutional clients in a strategic manner through the challenges
of the current commodity price environment. He is a trusted
adviser and counselor, and we are pleased to have him join us as a
partner."
Noted for his reputation as a thoughtful and creative problem
solver, Mr. McFaul is ranked in Chambers USA 2013 and 2014 in Texas
Bankruptcy/Restructuring, and recommended in Corporate
Restructuring (including Bankruptcy) in The Legal 500 U.S. 2014. He
is also recognized in the 2015 edition of The Best Lawyers in
America for Bankruptcy and Creditor Debtor Rights/Insolvency and
Reorganization Law and for Litigation – Bankruptcy.
"Duston's approach to corporate restructuring and his extensive
knowledge of the upstream industry will be of tremendous value to
our energy clients, and we look forward to having him here in
Houston," said Jim Rice, co-managing partner of Sidley's Houston
office and co-chair of the firm's Energy practice. "We believe
that having a top-flight restructuring lawyer in Houston will
better allow us to offer a complete suite of specialized legal
services to the industry. Moreover, as the cycle improves, Duston
will contribute to our ability to help our clients manage credit
risk in non-distress leveraged and structured financings and other
commercial transactions."
Sidley opened its Houston office in 2012 and continues to grow its
Energy practice by expanding its deep roster of talented and
experienced lawyers. Since opening three years ago, the office has
grown to nearly 40 resident lawyers.
With 1,900 lawyers in 18 offices worldwide, Sidley has built a
reputation as a premier legal adviser for global businesses and
financial institutions. For the fifth consecutive year in 2015,
and every year since the survey's inception, Sidley received the
most first-tier national rankings in the U.S. News – Best
Lawyers(R) "Best Law Firms" survey. On Law360'slist of Global 20
Firms, Sidley was ranked among the top law firms "with the greatest
global reach and expertise."
[*] Etihad Says Largest U.S. Airlines Reap Chapter 11 Benefits
--------------------------------------------------------------
Research commissioned by Etihad Airways, the national airline of
the United Arab Emirates, has quantified a range of government and
court-sanctioned benefits and concessions received by the three
biggest US carriers, Delta Air Lines, United Airlines and American
Airlines Group, and other airlines with which they have merged.
These US airlines have received benefits valued at US$71.48
billion, more than US$70 billion of which has been since 2000,
enabling the nation's three largest carriers to transition from the
verge of bankruptcy to today's industry leaders, each achieving
multi-billion dollar profits.
Last year, the three big US carriers generated collective net
profits of US$8.97 billion, equivalent to 45 per cent of the total
US$19.9 billion profits achieved in 2014 by the global airline
industry. The trend has continued into 2015, with all three major
US airlines announcing strong net profits for the first quarter.
The international consultancy The Risk Advisory Group, which
conducted the research for Etihad Airways, identified that the
majority of benefits which accrued to Delta, United and American
came from restructuring under Chapter 11 of the US Federal
Bankruptcy Code, yielding them at least US$35.46 billion, and
additional pension fund bailouts totaling US$29.4 billion from the
US Government's Pension Benefit Guaranty Corporation.
Etihad Airways has consistently denied claims by Delta Air Lines,
United Airlines and American Airlines that it received subsidies,
and has stated publicly that it has received equity and shareholder
loans from its sole shareholder, the Government of Abu Dhabi, the
largest emirate and capital of the UAE.
Releasing the findings by The Risk Advisory Group, the General
Counsel and Company Secretary of Etihad Airways, Jim Callaghan,
said on May 14: "We do not question the legitimacy of benefits
provided to US carriers by the US government and the bankruptcy
courts.
"We simply wish to highlight the fact that US carriers have been
benefitting and continue to benefit from a highly favorable legal
regime, such as bankruptcy protection and pension guarantees,
exemptions from certain taxes, and various other benefits. These
benefits, which are generally only available to US carriers, have
created a highly distorted market in which carriers such as Etihad
Airways have to compete."
Mr. Callaghan said the figures produced by The Risk Advisory Group
were conservative, quantifiable and credible, and obtained from
public records and statements.
Mr. Callaghan referred to a 2011 interview, published by America's
National Public Radio, in which a former Vice President of
Continental Airlines, Pete Garcia, was quoted as saying:
"Bankruptcy, for the airline industry in particular, is just a way
to refinance the business. It is a financial move to keep you in
business and give you time to renegotiate with your lenders."
The Risk Advisory Group identified the largest beneficiaries of
Chapter 11 restructuring and bailouts from the Pension Benefit
Guaranty Corporation as:
-- United Airlines, with combined benefits estimated at US$44.4
billion;
-- Delta Air Lines with combined benefits estimated at US$15.02
billion; and
-- American Airlines with combined benefits estimated at US$12.05
billion.
Of these figures:
-- United achieved one-time bankruptcy debt relief totaling US$26
billion, and pension termination benefits totaling US$16.8
billion;
-- Delta Air Lines achieved bankruptcy debt relief totaling
US$7.9 billion, and pension termination benefits totaling US$4.55
billion; and
-- American Airlines achieved bankruptcy debt relief totaling
US$1.56 billion, and pension termination benefits of US$8.08
billion.
These figures include restructuring and bailout benefits achieved
by other US airlines, since absorbed by Delta Air Lines, United
Airlines and American Airlines.
Mr. Callaghan said the current claims by United Airlines, Delta Air
Lines and American Airlines that they were being harmed by Etihad
Airways were baseless, and an attempt to obstruct higher-quality
competition.
"There is no evidence whatsoever of any harm caused by Etihad
Airways to any of the three big US airlines," Mr. Callaghan said.
"The US Open Skies policy has delivered more choice and better
service for millions of consumers, more airline access to and from
America, and record profits for the biggest airlines in the US. It
is time to refocus on the real issue here -- that the Open Skies
policy is delivering the benefits it was designed to deliver, and
that everyone is a winner."
For more information about Etihad Airways' campaign to keep the
skies open, please visit: www.KeepTheSkiesOpen.com
About Etihad Airways
Etihad Airways -- http://www.etihad.com-- began operations in
2003, and in 2014 carried 14.8 million passengers. From its Abu
Dhabi base, Etihad Airways flies to or has announced 111 passenger
and cargo destinations in the Middle East, Africa, Europe, Asia,
Australia and the Americas. The airline has a fleet of 116 Airbus
and Boeing aircraft, and almost 200 aircraft on order, including 69
Boeing 787s, 25 Boeing 777-X, 62 Airbus A350s and eight Airbus
A380s.
Etihad Airways has equity investments in airberlin, Air Serbia, Air
Seychelles, Aer Lingus, Alitalia, Jet Airways and Virgin Australia,
and is in the process of formalizing an investment in Swiss-based
Darwin Airline, which trades as Etihad Regional.
Etihad Airways, along with airberlin, Air Serbia, Air Seychelles,
Alitalia, Etihad Regional, Jet Airways and NIKI, also participates
in Etihad Airways Partners, a new brand that brings together
like-minded airlines to offer customers more choice through
improved networks and schedules and enhanced frequent flyer
benefits.
About The Risk Advisory Group
The Risk Advisory Group -- http://www.riskadvisory.net-- is an
independent global risk consultancy that helps businesses grow
whilst protecting their people, their assets and their brands. By
providing facts, intelligence and analysis, The Risk Advisory Group
helps its clients negotiate complex and uncertain environments to
choose the right opportunities, in the right markets, with the
right partners. The company was founded in 1997, employs 140
people and has offices in Washington DC, London, Moscow, Al Khobar,
Dubai and Hong Kong.
*********
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
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***