/raid1/www/Hosts/bankrupt/TCR_Public/150630.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, June 30, 2015, Vol. 19, No. 181
Headlines
ALLEN PARK, MI: S&P Cuts Rating on GO 2009A/B Bonds to 'CC'
AMERICAN AIRLINES: APA Comments on Technical Correction Bill
AMERICAN ENERGY-WOODFORD: S&P Raises CCR to 'CCC+', Outlook Pos.
AMERICAN GREETINGS: S&P Affirms 'B+' CCR, Outlook Positive
ANNA'S LINENS: US Trustee Forms Seven-Member Creditors' Committee
ASCENA RETAIL: S&P Assigns 'BB' CCR, Outlook Stable
BAHA MAR: Case Summary & 20 Largest Unsecured Creditors
BATTLE CREEK: Hires Greenberg & Bass as General Bankruptcy Counsel
BERNARD L. MADOFF: Trustee Seeks to Keep Suit vs. Koch Alive
BORDERS GROUP: Lawyer Files Petition Over Unused Gift Cards
CIRQUE DU SOLEIL: S&P Retains 'B+' Ratings on 1st Lien Loans
COLT DEFENSE: Meeting of Creditors Set for July 22
COLT DEFENSE: US Trustee Forms Five-Member Creditors' Committee
CONSOLIDATED MINERALS: S&P Lowers CCR to 'B-', Outlook Negative
CORINTHIAN COLLEGES: Committee Taps Polsinelli PC as Co-Counsel
COUNTRY STONE: Maynard, et al., Okayed as Consultants Until July 31
DEWEY & LEBOEUF: Defense Questions Ex-Partner Who Signed Bond Deal
DUNE ENERGY: Plan Filing Date Extended to Oct. 5
ENERGY FUTURE: Scraps Bankruptcy Auction Plan
ESCO MARINE: Assets Up for Sale at July 23 Auction
FLORIDA ENDOSCOPY: Case Summary & 20 Largest Unsecured Creditors
HEALTH INSURANCE: Fitch Cuts Insurer Fin'l Strength Rating to BB+
HS 45: Goldberg Weprin Approved as General Bankruptcy Counsel
HS 45: Loeb & Loeb Okayed to Handle Investor Adversary Proceeding
INRETAIL REAL: Fitch Raises Issuer Default Ratings to 'BB+'
JACKSON HEWITT: S&P Assigns 'B' CCR, Outlook Stable
LEHMAN BROTHERS: Judge Approves Settlement with Barclays
LEHMAN BROTHERS: Wins Appellate Court's Side in Repo Fight w/ Bank
LENNAR CORP: Moody's Raises CFR to 'Ba2', Outlook Stable
LIFE PARTNERS: Has Until July 2 to File Schedules and Statements
LIFE PARTNERS: Sept. 1 Set as Interim Deadline for Proofs of Claim
LINN ENERGY: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
METASTAT INC.: EisnerAmper Expresses Going Concern Doubt
MOLYCORP INC: Files Chapter 11 to Implement Debt-for-Equity Swap
MOLYCORP INC: Has $225 Million of DIP Financing from Noteholders
MOLYCORP INC: Oaktree Succeeds in Blocking DIP Loan
MOLYCORP INC: Wants Until Aug. 24 to File Schedules
NII HOLDINGS: Exits Chapter 11 Reorganization Proceedings
NN INC: Moody's Retains B2 CFR on Follow-On Stock Offering
NURSES' REGISTRY: Case Summary & 20 Largest Unsecured Creditors
NURSES' REGISTRY: Files for Bankruptcy
NXT CAPITAL: Moody's Affirms B2 CFR & Revises Outlook to Positive
ONE SOURCE: Hires Harper & Pearson as Accountants
ORLANDO GATEWAY: Files Schedues of Assets and Liabilities
OW BUNKER: Sued by Danish Investors for $120 Million
PEREGRINE FINANCIAL: U.S. Bank to Pay $44.5M to Settle Litigation
PRODUCTION RESOURCE: Moody's Lowers CFR to Caa2, Outlook Negative
PRONERVE HOLDINGS: Has Until Sept. 22 to Decide on Office Lease
QUECHAN TRIBE: Fitch Affirms 'B-' Issuer Default Rating
RADIOSHACK CORP: Debtors' Names Changed to Legacy Corp., et al.
RADIOSHACK CORP: Has Exclusive Right Until July 6 to File Plan
RADIOSHACK CORP: Moves Toward Broad Resolution with Creditors
REICHHOLD HOLDINGS: July 10 Set as 2nd Admin. Claims Bar Date
RGL RESERVOIR: S&P Lowers CCR to 'CCC+', Off CreditWatch Negative
SANTA FE VISTA: Case Summary & 20 Largest Unsecured Creditors
SARKIS INVESTMENTS: Court Approves Compromise with MSCI
SCRB PROPERTIES: Voluntary Chapter 11 Case Summary
SEARS METHODIST: Prosperity Bank's Bid for Stay Relief Granted
SHASTA ENTERPRISES: Ch. 11 Trustee Sells Redbank Lots for $680K
SHASTA ENTERPRISES: Has Access to Cash Collateral Until August
SNOWFLAKE COMMUNITY: Seeks Sale of 100% of Apache Railway Stock
SPECTRUM ANALYTICAL: Court OKs Seth Schalow as Trustee Consultant
SPIG INDUSTRY: Creditors' Panel Hires Spilman Thomas as Counsel
ST. J APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
SUGARLEAF TIMBER: Plan Declared Effective After Appeal Denied
TEMPEL STEEL: S&P Affirms 'CCC+' CCR & 'CCC+' Sr. Secured Notes
TEXOMA PEANUT: Amends Schedules of Assets and Liabilities
THEA BOWMAN: S&P Cuts Rating on Educational Revenue Bonds to 'B-'
THINGS REMEMBERED: Moody's Lowers CFR to Caa1, Outlook Negative
TOLLENAAR HOLSTEINS: Court Approves Private Sale of Livestock
TOLLENAAR HOLSTEINS: Hartford Life Seeks Adequate Protection
TRIGEANT LTD: Reorganization Plan Declared Effective
TRUMP ENTERTAINMENT: Deed Would Keep Plaza Shut for 10+ Years
TURNBERRY/MGM GRAND: Case Summary & 20 Largest Unsecured Creditors
UNIVERSITY GENERAL: Final Hearing on $16MM DIP Loan Set for July 6
WASHINGTON HEIGHTS: 4320 Broadway, NY Building Enters Ch. 11
WATER PIK: S&P Hikes Rating on 1st Lien Loans to B+ & Affirms B CCR
WESTCOAST GROWERS: Amends Anew Schedules of Assets and Debt
XINERGY CORP: McGuireWoods LLP Approved as Panel's Lead Counsel
XINERGY LTD: Court Approves Joint Administration of Cases
XINERGY LTD: Court OKs Hunton & Williams as Bankruptcy Counsel
XINERGY LTD: Michael Wilson Okayed as Special Conflicts Counsel
XINERGY LTD: Seaport Global Approved as Financial Advisors
[^] Large Companies with Insolvent Balance Sheet
*********
ALLEN PARK, MI: S&P Cuts Rating on GO 2009A/B Bonds to 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Allen
Park City, Mich., to:
-- 'CC' from 'B-' on the limited-tax general obligations (GO)
series 2009A taxable bonds and series 2009B recovery zone
facility bonds. The outlook is negative; and
-- 'CCC+' from 'B-' on the limited-tax GO series 2002 and
series 2005 bonds, series 2003 bonds issued by the Building
Authority, and series 2007 bonds issued by the Brownfield
Redevelopment Authority (the remaining limited-tax GO debt).
The outlook is stable.
At the same time, Standard & Poor's revised its outlook to stable
from positive and affirmed its 'B-' long-term rating on the city's
unlimited-tax GO series 2003 and 2003B bonds.
"The downgrade on the city's series 2009A and 2009B limited-tax GO
bonds is based on our view that the city may tender these bonds in
what we consider a distressed exchange within a year," said
Standard & Poor's credit analyst Caroline West. "The outlook has
been revised to negative because Standard & Poor's will likely
lower the rating to 'D' if the tender is completed," Ms. West
added.
"If the city is unable to balance its budget or if for any reason
any debt payments are not made in full and on time, the ratings
could be lowered further," Ms. West said.
The city, with an estimated population of 27,527, is located in
Wayne County in the Detroit-Warren-Dearborn MSA, which S&P
considers to be broad and diverse.
AMERICAN AIRLINES: APA Comments on Technical Correction Bill
------------------------------------------------------------
Allied Pilots Association President Capt. Keith Wilson on June 26
issued a statement regarding technical correction legislation that,
if approved, would enable American Airlines employees to proceed
with deferring taxes on equity received as part of the airline's
Chapter 11 restructuring.
In the House, Rep. Pete Sessions (R-TX) is the bill's sponsor and
Rep. Jim McDermott (D-WA) is the co-sponsor. In the Senate, Sen.
James Inhofe (R-OK) is the bill's sponsor and Sen. Sherrod Brown
(D-OH) is the co-sponsor.
"We sincerely appreciate Sen. Inhofe and Rep. Sessions for their
demonstrated commitment to fairness. Congress previously approved
legislation that would permit American Airlines pilots and other
workers to defer taxes on most of the equity we received in the new
American Airlines, as employees from other carriers that went
through bankruptcy restructuring were able to do. This technical
correction legislation affirms the will of Congress, and we look
forward to its prompt passage.
"Once again, we want to express our appreciation to Sen. Inhofe and
Rep. Sessions for aggressively representing the interests of the
many American Airlines employees who live and work in Oklahoma and
Texas."
If approved, the legislation -- S. 1646 and H.R. 2865 -- would
amend the FAA Modernization and Reform Act of 2012 "to make a
technical correction relating to the amendments made by Public Law
113-243."
Founded in 1963, the Allied Pilots Association --
http://www.alliedpilots.org-- is the largest independent pilots'
union in the United States. It is headquartered in Fort Worth,
Texas. APA represents the 15,000 pilots of American Airlines and
US Airways, including several hundred pilots on full-time military
leave of absence serving in the armed forces. American Airlines is
the world's largest passenger airline.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting
labor agreements. AMR, previously the world's largest airline
prior to mergers by other airlines, is the last of the so-called
U.S. legacy airlines to seek court protection from creditors. It
was the third largest airline in the United States at the time of
the bankruptcy filing.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay
Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as
counsel to the Official Committee of Unsecured Creditors in AMR's
chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel
for conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
financial advisor.
The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.
AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.
The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways. By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.
Judge Sean Lane confirmed the Plan despite the lawsuit filed by the
U.S. Department of Justice and several states' attorney general
complaining that the merger violates antitrust laws.
In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit. The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.
AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.
* * *
The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable. At the
same time, S&P affirmed its ratings on the companies, including the
'B' corporate credit ratings.
The TCR, on April 13, 2015, reported that Standard & Poor's Ratings
Services assigned its 'BB' issue-level rating and '1' recovery
rating to American Airlines Inc.'s (American; B+/Positive/--) $750
million amended term loan B due Oct. 10, 2021. The term loan is
guaranteed by the company's parent, American Airlines Group Inc.,
and its affiliates, US Airways Group Inc. and US Airways Inc. S&P's
'1' recovery rating indicates its expectation of a "very high"
(90%-100%) recovery in a default scenario.
The TCR also reported on April 10, 2015, that following the
announcement by American Airlines, Inc. that it would re-price and
alter the collateral package for its $1.15 billion senior secured
credit facility, Fitch's ratings on the facility remain unchanged
at 'BB+/RR1'.
AMERICAN ENERGY-WOODFORD: S&P Raises CCR to 'CCC+', Outlook Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised the corporate
credit rating on Oklahoma City-based oil and gas exploration and
production company American Energy – Woodford LLC (AEW) to 'CCC+'
from 'SD' (selective default). S&P also raised the issue-level
rating on the company's unsecured notes to 'CCC-' from 'D', and
assigned a 'CCC-' issue-level rating to the company's new 12%
second-lien notes due 2020. The recovery rating on both issues is
'6', indicating S&P's expectations for negligible (0% to 10%)
recovery to creditors if a payment default occurs.
The upgrade reflects the company's improved leverage and liquidity
following its June 24, 2015, debt-for-debt exchange, incremental
equity infusion, and increased borrowing base. Nevertheless,
current leverage is still at levels S&P views as unsustainable, and
S&P believes the company will need to raise additional capital by
the end of 2016 to fund its planned capital spending. In the debt
exchange, about 97% of the holders of AEW's $350 million 9% senior
unsecured notes due 2022 received about $237.6 million in aggregate
principal of new 12% second-lien notes due 2020. At the same time,
AEW received $100 million in equity contributions from its
financial sponsors (The Energy & Minerals Group, management, and
certain management affiliates) and entered into a new revolving
credit facility with a borrowing base of $140 million (up from $65
million previously).
"As a result of the incremental liquidity, the company now plans to
ramp up drilling by adding a second rig in July, which should
provide more meaningful production growth starting in 2016," said
Standard & Poor's credit analyst Carin-Dehne-Kiley.
S&P's ratings on AEW reflect S&P's view of the company's
"vulnerable" business risk profile, "highly leveraged" financial
risk profile, and "adequate" liquidity.
The positive outlook reflects S&P's expectation that credit
measures will improve and liquidity will remain adequate over the
next 12 months, as the company ramps up drilling and production.
AMERICAN GREETINGS: S&P Affirms 'B+' CCR, Outlook Positive
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Cleveland, Ohio-based American Greetings Corp. The
outlook is positive.
At the same time, S&P affirmed the 'BB' issue-level rating on the
senior secured credit facility (which consists of a $250 million
revolving credit facility due 2018 and a $350 million term loan due
2019). The recovery rating remains '1'. S&P also affirmed the
'B-' issue-level rating on the company's $285 million holding
company payment-in-kind (PIK) notes due 2019. The recovery rating
remains '6'.
S&P is raising the rating on the senior unsecured notes due 2021 to
'B+' from 'B'. S&P is revising the recovery rating to '3',
indicating its expectation for meaningful (50% to 70%, at the high
end of the range) recovery in the event of payment default, from
'5'.
"The positive outlook reflects our belief that American Greetings'
credit measures will continue to improve over the next year from
continued debt payment from excess free cash flow," said Standard &
Poor's credit analyst Stephanie Harter. S&P estimates that
adjusted EBITDA margin improved by about 50 basis points to 15.2%
for the 12 months ended Feb. 28, 2015, from 14.7% at Feb. 28, 2014,
as the company benefitted from costs savings programs and higher
volumes in its core greeting card business. This, coupled with
working capital improvement and the sale of the fixtures assets
allowed the company to generate free cash flow and repayment of
about $85 million of debt. As a result, adjusted debt to EBITDA
improved to, 3.9x For the 12 months ended Feb. 28, 2015, from about
4.2x for the previous year. In addition, the ratio of funds from
operations (FFO) to adjusted debt remained near 15%, for the 12
months ended Feb. 28, 2015. S&P expects these measures will
continue to improve over the next year including debt to EBITDA
approaching 3.6x and FFO to debt increasing to near 20%, which
could result in an improved financial risk profile assessment and
ratings upgrade.
The rating outlook is positive. S&P expects the company's credit
measures to improve such that adjusted leverage remains below 4x
and that FFO to total adjusted debt improves to closer to 20% over
the next two years from further debt prepayment.
S&P could revise the outlook to stable if the company were to adopt
more aggressive financial policies, including any material
debt-financed acquisitions or dividends, or if leverage were to
increase closer to 5x, possibly from some margin erosion and
increased debt levels. S&P currently estimates that gross margins
would have to decline by more than 200 basis points for this to
occur.
ANNA'S LINENS: US Trustee Forms Seven-Member Creditors' Committee
-----------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Anna's Linens
Inc. appointed seven creditors to serve on the official committee
of unsecured creditors.
The unsecured creditors' committee is composed of:
(1) Shewak Lajwanti Home Fashions, Inc.
Bhart Manwani
5601 S. Downey Rd.
Vernon, CA 90068
(2) Brixmor Property Group, Inc.
Michael Moss or Matthew Berger
420 Lexington Avenue, 7th Floor
New York, NY 10170
(3) Roind Hometex Co, Ltd.
Feng Huang
91 E. Zhongxing Rd.
Luoshe Town, Wuxi, Jiangsu
China, 214187
(4) Welcome Industrial Corp.
John Morgenson
2724 N. 1825 E.
Layton, UT 84040
(5) S. Lichtenberg & Co., Inc.
Michael Lichtenberg
295 Fifth Ave.
Suite 918
New York, NY 10016
(6) P and A Marketing
Andy Pisciona
10 Crescent Drive
Albertson, NY 11507
(7) Greenleaf Advertising & Media, Inc.
Kevin White
6-1 Silveron Blvd., Suite 200
Flower Mound, TX 75028
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 Anna's Linens
Anna's Linens is a specialty retailer offering home textiles,
furnishings and decor at attractive prices. Headquartered in Costa
Mesa, California, operates a chain of 268 company owned retail
stores throughout 19 states in the United States (including Puerto
Rico and Washington, D.C.) generates over $300 million in annual
revenue and employs a workforce of over 2,500 associates.
Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D.
Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015.
The case is assigned to Judge Theodor Albert. The Debtor tapped
Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor
estimated assets of $50 million to $100 million and debt of $100
million to $500 million.
ASCENA RETAIL: S&P Assigns 'BB' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' corporate credit
rating to the women's apparel retailer, Ascena Retail Group Inc.
The outlook is stable.
At the same time, S&P assigned a 'BB+' issue-level rating to the
company's proposed secured term loan facility with a recovery
rating of '2', indicating S&P's expectation for substantial
recovery for lenders in the event of a payment default or
bankruptcy. S&P's recovery expectations are in the lower half of
the 70% to 90% range.
The company will use proceeds from the proposed $1.8 billion term
loan facility to partially fund the $2.2 billion acquisition of Ann
Inc. The remaining financing will come from the issuance of
equity.
"The rating on Mahwah, N.J.-based Ascena Retail Group Inc. reflects
the company's significant operating scale as the third-largest
specialty retailer in the U.S. by revenue with approximately 5,000
store fronts following the acquisition of Ann Inc. Additionally,
the company will operate seven brands offering apparel for tween
girls, mature women, plus size women's apparel, and intimates in
mall-based and off-mall-based locations and online," said credit
analyst Mathew Christy. "After the assumption of new debt, we
forecast adjusted debt leverage in the low- to mid-3x range and FFO
to total adjusted debt in the low-20% range pro forma for the
acquisition of Ann Inc. The company historically grew via debt
financed acquisitions, followed by a period of integration and
develeraging. We expect the company to focus on integrating the
operations of Ann Inc. and use excess free operating cash flow to
pay down debt following the closing of this latest acquisition."
The stable outlook on Ascena reflects S&P's expectation that
operating performance will remain generally stable in 2015 as the
company integrates Ann Inc. S&P believes the acquisition of Ann
Inc. is positive for Ascena and the transaction broadens the brand
appeal, enhances the combined company's cost structure, and
provides other opportunities (such as enhanced omni-channel
capability) for profit growth. S&P also expects adjusted debt
leverage will be in the low- to mid-3x area and FFO to debt will be
in the mid-20% range following the acquisition of Ann Inc. and that
credit metrics will remain near these levels for the next 12
months.
Although unlikely considering S&P's base-case forecast and the
company's financial policies, S&P could lower its ratings if
erosion in operating performance causes debt leverage is above the
mid-3x area and FFO/debt remains near the low-20% range. This
could occur, for example, if same-store-sales fall by more than 4%
in conjunction with gross margins slipping below 55%.
S&P could raise its ratings if operating performance is better than
its forecasts and/or a greater-than-expect pay down of the
company’s term loan debt. An upgrade would be predicated on the
company achieving adjusted debt leverage sustainably in the mid- 2x
range and FFO/total debt above 30%. This could occur if
same-store-sales increase more than 4% while gross margin increases
to more than 57%. This could also occur if debt is decreased in
excess of $500 million in fiscal 2016.
BAHA MAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Northshore Mainland Services Inc. 15-11402
8403 Southpark Circle, Suite 670
Orlando, FL 32819
Baha Mar Enterprises Ltd. 15-11403
Baha Mar Land Holdings Ltd. 15-11404
Baha Mar Entertainment Ltd. 15-11405
Baha Mar Leasing Company Ltd 15-11406
Baha Mar Ltd. 15-11407
Baha Mar Operating Company Ltd. 15-11408
Baha Mar Properties Ltd. 15-11409
Baha Mar Sales Company Ltd. 15-11410
Baha Mar Support Services Ltd. 15-11412
BML Properties Ltd. 15-11413
BMP Golf Ltd. 15-11414
BMP Three Ltd. 15-11415
Cable Beach Resorts Ltd. 15-11416
Riviera Golf Ventures Ltd. 15-11417
Type of Business: Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort
complex located in Cable Beach, Nassau, The
Bahamas.
Chapter 11 Petition Date: June 29, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Kevin J. Carey
Debtors' Paul S. Aronzon, Esq.
General Mark Shinderman, Esq.
Bankruptcy MILBANK, TWEED, HADLEY & MCCLOY LLP
Counsel: (Los Angeles)
601 S. Figueroa Street, 30th Floor
Los Angeles, CA 90017
Tel: 213.892.4000
Fax: 213.629.5063
Email: paronzon@milbank.com
mshinderman@milbank.com
- and -
Gerard Uzzi, Esq.
Thomas J. Matz, Esq.
Steven Z. Szanzer, Esq.
MILBANK, TWEED, HADLEY & MCCLOY LLP
(New York)
28 Liberty Street
New York, NY 10005
Tel: 212.530.5000
Fax: 212.530.5219
Email: guzzi@milbank.com
tmatz@milbank.com
sszanzer@milbank.com
Debtors' Laura Davis Jones, Esq.
Delaware James E. O'Neill, Esq.
Counsel: Colin R. Robinson, Esq.
Peter J. Keane, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
Wilmington, DE 19801
Tel: 302.652.4100
Fax: 302.652.4400
Email: ljones@pszjlaw.com
jo'neill@pszjlaw.com
crobinson@pszjlaw.com
pkeane@pszjlaw.com
Debtors' GLINTON SWEETING O'BRIEN
Bahamian
Counsel:
Debtors' KOBRE & KIM LLP
Special
Litigation
Counsel:
Debtors' GLASER WEIL FINK HOWARD AVCHEN & SHAPIRO LLP
Construction
Counsel:
Debtors' MOELIS & COMPANY LLC
Investment
Banker and
Financial
Advisor:
Debtors' PRIME CLERK LLC
Claims and
Noticing
Agent:
Total Assets: $3.1 billion
Total Liabilities: $2.7 billion
The petition was signed by Thomas M. Dunlap, authorized
representative.
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
CCA Bahamas Ltd. Construction $72,635,100
Tiger Wu Payable
PO Box SP-64124
Nassau, Bahamas
Tel: (242) 677-9008
(242) 359-1799
Fax: (201) 876-6737
Bahamas Electricity Corp. Utility $19,500,000
Attn: Legal Dept.
PO Box N-7509
Balliou & Tucker Roads
Nassau, Bahamas
Tel: (242) 302-1000
Fax: (242) 323-6852
Yates-Osprey J.V. Trade $5,281,681
Attn: Legal Dept.
PO Box N-1254
17 Montrose Ave.
Nassau, Bahamas
Tel: (242) 356-7049
Fax: (242) 356-9086
Purchasing Solutions Intl Inc. Trade $5,251,393
Attn: Legal Dept.
6100 Western Place
Suite 901
Fort Worth, TX 76107
Tel: (817) 862-8774
Fax: (817) 862-9774
Schadler Kramer Group Marketing $3,944,489
Bing Opie
8912 Spanish Ridge Ave
Las Vegas, NV 89148
Tel: (702) 370-3513
Fax: (702) 478-4001
BW Dallas, LLC Trade $2,954,336
Attn: Legal Dept.
2655 Crescent Dr. Suite A
Lafayette, CO 80026
Tel: (303) 530-3885
Fax: (303) 530-3959
TBI Caribbean Co. Ltd. Trade $2,353,638
Attn: Legal Dept.
359 East St. South
Nassau, Bahamas
Suddath Global Logistics Trade $2,311,193
Attn: Legal Counsel
PO Box 10489
Jacksonville, FL 32247
Tel: (904) 352-2577 (Int'l)
(888) 799-5033 (US &
Canada)
Cable Bahamas Utility $1,435,631
Paul Lewis
PO Box CB-13050
Robinson Road at Marathon
Nassau, Bahamas
Tel: (242) 601-2200
Fax: (242) 356-8990
Cable Beach Resort Trade $1,219,372
Association (M)
Richard English
Nassau, Bahamas
Tel: (242) 677-9030
Island Site Development Trade $1,153,050
Attn: Legal Counsel
PO Box SP-63796
Nassau, Bahamas
Tel: (242) 328-2025
Fax: (242) 601-0147
AECOM Technical Services Trade $1,140,512
Attn: Legal Dept.
800 Douglas Entrance
North Tower 2nd Floor
Coral Gables, FL 33134
Tel: (305) 444-4691
Fax: (305) 447-3580
Jaros Baum & Bolles Cns. Eng. Trade $1,099,805
Attn: Legal Dept.
80 Pine Street
New York, NY 10005
Tel: (212) 530-9300
Fax: (212) 269-5894
Terracon Consultants, Inc. Trade $1,082,294
Attn: Legal Dept.
18001 W. 106th Street, Suite 300
Olathe, KS 66061
Tel: (800) 593-7777
(913) 599-6886
Bally Technologies Trade $1,061,308
Attn: Legal Dept.
6601 S. Burmuda Road
Las Vegas, NV 89119-3605
Tel: (702) 584-7700
Fax: (702) 584-7710
New Continent Ventures, Inc. (M) Trade $1,011,773
Attn: Legal Dept.
590 W Peachtree St NW
Atlanta, GA 30308
Tel: (404) 815-2913
Fax: (404) 815-5012
Multimedia Games, Inc. Trade $939,346
Attn: Legal Dept.
206 Wild Basin Road South
Building B, Suite 400
Austin, TX 78746
Tel: (512) 334-7500
(855) 642-6247
Styleworks Trade $896,511
Attn: Legal Dept.
6300 Canoga Ave.
Suite 620
Woodland Hills, CA 91367
Tel: (818) 883-1700
Fax: (818) 883-1701
Prodigios Interactivos S.A. (M) Trade $809,925
Attn: Legal Dept.
ParcBut, Carretera de
Valldemssa KM 7,4
Pama de Mallorca Baleares, 07120
Tel: 34 971 43 08
Fax: 34 971 43 86 52
SBE Hotel Group LLC Trade $791,044
Chad Shin
800 Beverly Blvd
Los Angeles, CA 90048
Tel: (323) 330-8061
Fax: (323) 330-8083
BATTLE CREEK: Hires Greenberg & Bass as General Bankruptcy Counsel
------------------------------------------------------------------
Battle Creek Conservation Ventures, LLC seeks authorization from
the Hon. Maureen Tighe of the U.S. Bankruptcy Court for the Central
District of California to employ Greenberg & Bass LLP as general
bankruptcy counsel.
The Debtor requires Greenberg & Bass to:
(a) advise Debtor as to its duties, rights and powers as a
debtor-in-possession;
(b) represent Debtor with respect to bankruptcy issues, in the
context of Debtor's pending Chapter 11 case and to
represent Debtor in contested matters as would affect the
administration of the Debtor's case, except to the extent
that any such proceeding requires expertise in areas of law
outside of the Firm's expertise;
(c) advise, assist and represent Debtor in the negotiation,
formulation and attempted confirmation of a Plan of
Reorganization or a sale of subject property;
(d) render services for the purpose of pursuing, litigating and
settling litigation as may be necessary and appropriate in
connection with this case, including objections to claims
and potential adversary proceedings;
(e) perform such other legal services as may be required and in
the interests of the Debtor and the estate; and
(f) provide such other services as may be required as
bankruptcy counsel.
Greenberg & Bass will be paid at these hourly rates:
David Adelman, Partner $450
James R. Felton, Partner $450
Yi Sun Kim, Associate $295
John R. Yates, Associate $375
Richard A. Brownstein, of Counsel $495
Andrew Goodman, of Counsel $495
Arthur A. Greenberg, of Counsel $495
Douglas M. Neistat, of Counsel $495
Robert D. Bass, of Counsel $495
Charles S. Tigerman, of Counsel $450
Michael J. Conway, of Counsel $375
Stephen J. Baumgarter $360
Law Clerk $125
Paralegal/Legal Assistant $95-$240
Greenberg & Bass will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Greenberg & Bass received a total of $25,000 as pre-petition
retainer. Prior to thue filing of the petition, the firm incurred
$4,547.50 in fees and expenses, leaving a balance at the time of
the filing of the petition of $20,452.50. The money remains in the
firm's client trust account.
Yi Sun Kim, attorney of Greenberg & Bass, 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.
Greenberg & Bass can be reached at:
Yi Sun Kim, Esq.
GREENBERG & BASS LLP
16000 Ventura Blvd., Suite 1000
Encino, CA 91436
Tel: (818) 382-6200
Fax: (818) 986-6534
E-mail: ykim@greenbass.com
About Battle Creek Conservation
Battle Creek Conservation Ventures, LLC, commenced a Chapter 11
bankruptcy case (Bankr. C.D. Cal. Case No. 15-11683) on May 13,
2015. Judge Maureen Tighe presides over the case.
The Debtor estimated assets of $11 million and total liabilities of
$9.3 million.
BERNARD L. MADOFF: Trustee Seeks to Keep Suit vs. Koch Alive
------------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that the trustee liquidating Bernie Madoff's Ponzi scheme
is urging a judge to keep his suit against Koch Industries Inc.
alive, saying Koch Industries collected $21.5 million in ill-gotten
gains by investing in Mr. Madoff's funds through a foreign
affiliate that was essentially being operated from the U.S.
According to the report, the distinction is key in the suit, one of
dozens trustee Irving Picard has filed against parties he thinks
collected gains from Bernard L. Madoff Investment Securities LLC at
the expense of other investors. A district court judge ruled last
year that the bankruptcy code prohibits Mr. Picard from clawing
back money from "purely foreign" investors in Mr. Madoff's fund,
the report related.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation
of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion. When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.
BORDERS GROUP: Lawyer Files Petition Over Unused Gift Cards
-----------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that a
Chicago plaintiff's filed a petition with the U.S. Supreme Court,
making a last-ditch effort to recover some value for holders of
gift cards sold by Borders Group.
According to the Journal, the petition, filed by attorney Clinton
Krislov, is the last chapter in a long-running fight over whether
the gift-card holders waited too long to try to turn their credits
into cash. The Journal pointed out that the defunct retailer
estimates customers never redeemed 17.7 million gift cards worth
$210.5 million by the time it shut its doors in September 2011.
As previously reported by The Troubled Company Reporter, the U.S.
Court of Appeals for the Second Circuit, in November last year,
sided with two lower courts and ruled that a group of Borders
customers waited too long to raise their claims for the unused gift
cards.
About Borders Group
Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States. At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components. As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.
Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors. Jefferies & Company's Inc. served as the
financial advisor. DJM Property Management is the lease and real
estate services provider. AP Services LLC served as the interim
management and restructuring services provider. The Garden City
Group, Inc., acted as the claims and notice agent.
Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents. Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.
The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.
Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.
In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection. The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.
The Debtors have been renamed BGI Inc.
Curtis R. Smith has been appointed as Liquidating Trustee of the
BGI Creditors' Liquidating Trust. He is represented by Bruce
Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq.,
at Lowenstein Sandler LLP.
CIRQUE DU SOLEIL: S&P Retains 'B+' Ratings on 1st Lien Loans
------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level
ratings on Montreal, Quebec-based live entertainment provider
Cirque Du Soleil Group's senior secured revolver and first-lien
term loan remain 'B+' with a recovery rating of '2' following
increases to the company's first-lien debt. S&P expects the
revolver to increase to $120 million from $100 million and the
first-lien term loan to increase to $635 million from $615 million.
The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%; lower end of the range) recovery in the event
of a payment default. While the recovery rating stays the same,
the additional first-lien debt reduces recovery prospects for
first-lien lenders to the lower half of the recovery range.
The issue-level rating on the company's second-lien term loan
remains 'CCC+', with a recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default. S&P expects the second-lien term loan to be
reduced to $150 million from $170 million.
The corporate credit rating on the company remains 'B', with a
stable outlook.
RATINGS LIST
Cirque Du Soleil Group
Corporate Credit Rating B/Stable/--
Ratings Unchanged
To From
CDS Canadian Intermediate Holdings Inc.
CDS U.S. Intermediate Holdings Inc.
Senior Secured
US$635 mil 1st lien term bank ln due 2022 B+ B+
Recovery Rating 2L 2H
US$120 mil revolver bank ln due 2020 B+ B+
Recovery Rating 2L 2H
US$150 mil 2nd lien term bank ln due 2023 CCC+ CCC+
Recovery Rating 6 6
COLT DEFENSE: Meeting of Creditors Set for July 22
--------------------------------------------------
The meeting of creditors of Colt Defense Inc. and its affiliates is
set to be held on July 22, 2015, at 1:30 p.m. (EDT), according to a
filing with the U.S. Bankruptcy Court in Delaware.
The meeting will be held at J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, 844 N. King Street, in Wilmington, Delaware.
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 Colt
Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847. Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.
In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Connecticut. An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from bankruptcy
in 1994.
Sometime after 1994, majority ownership of the Company transitioned
from Zilkha & Co. to Sciens Capital Management.
On June 12, 2015, Colt's previously announced exchange offer,
consent solicitation and solicitation of acceptances of a
prepackaged plan of reorganization, dated April 14, 2015, as
supplemented, with respect to its $250 million in 8.75% Senior
Notes due 2017 expired. The conditions to the exchange offer, the
consent solicitation and the prepackaged plan of reorganization
were not satisfied, and those conditions were not waived by Colt.
Colt's restructuring support agreement with Marblegate Special
Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding,
Inc., the Company's senior secured term loan lenders, requires it
to file for Chapter 11 bankruptcy.
Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as
a going concern. Colt Defense estimated $100 million to $500
million in assets and debt.
The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny &
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent. Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.
Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.
Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.
* * *
Colt's equity sponsor, Sciens Capital Management, has agreed to act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing. Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids. Colt
expects to complete the entire Chapter 11 process in 60-90 days.
COLT DEFENSE: US Trustee Forms Five-Member Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors.
The unsecured creditors' committee is composed of:
(1) Wilmington Trust, National Association
Attn: Geoffrey J. Lewis
1100 N. Market St.
Wilmington, DE 19890
Phone: 302-636-6438
Fax: 302-636-4145
(2) MagPul Industries Corporation
Attn: Todd Neiberger, CFO
8226 Bee Caves Rd.
Austin, TX 78746
Phone: 1-877-462-4785
(3) Stephen Nyhan & Jeana Walker-Nyhan
51 Scotch Ln.
Rochester, NY 14617
Phone: 585-967-2740
(4) International Union, UAW
Attn: Julie Kushner
111 South Rd.
Farmington, CT 06032
Phone: 860-674-0143
(5) Pension Benefit Guaranty Corporation
Attn: Kendra Muraya
1200 K. St.
NW, Washington, DC 20005
Phone: 202-326-4000
Fax: 202-842-6643
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 Colt
Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847. Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.
In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Connecticut. An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from bankruptcy
in 1994.
Sometime after 1994, majority ownership of the Company transitioned
from Zilkha & Co. to Sciens Capital Management.
On June 12, 2015, Colt's previously announced exchange offer,
consent solicitation and solicitation of acceptances of a
prepackaged plan of reorganization, dated April 14, 2015, as
supplemented, with respect to its $250 million in 8.75% Senior
Notes due 2017 expired. The conditions to the exchange offer, the
consent solicitation and the prepackaged plan of reorganization
were not satisfied, and those conditions were not waived by Colt.
Colt's restructuring support agreement with Marblegate Special
Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding,
Inc., the Company's senior secured term loan lenders, requires it
to file for Chapter 11 bankruptcy.
Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as
a going concern. Colt Defense estimated $100 million to $500
million in assets and debt.
The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny &
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent. Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.
Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.
Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.
* * *
Colt's equity sponsor, Sciens Capital Management, has agreed to act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing. Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids. Colt
expects to complete the entire Chapter 11 process in 60-90 days.
CONSOLIDATED MINERALS: S&P Lowers CCR to 'B-', Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Jersey-incorporated manganese ore producer
Consolidated Minerals Ltd. (Jersey) (ConsMin) to 'B-' from 'B'. The
outlook is negative.
At the same time, S&P lowered its issue rating on the company's
senior unsecured notes due 2020 to 'B-' from 'B', and revised its
recovery rating on these notes to '4' from '3', reflecting S&P's
expectation of average recovery in the lower half of the 30%-50%
range.
The downgrade reflects S&P's expectation that the continued decline
in manganese ore prices will take a toll on ConsMin's EBITDA and
free cash flow in 2015, and the possibility that prices could stay
low for a prolonged period. If prices do not recover, the current
high leverage may become unsustainable over time, in S&P's view,
and liquidity could start deteriorating. However, S&P considers
the company's current cash cushion significant, and, as ConsMin is
not subject to any maintenance covenant, S&P views the financial
headroom as adequate for the coming quarters.
S&P anticipates ConsMin's EBITDA will drop to about $60 million-$65
million in 2015, materially below our previous $100 million-$150
million forecast, translating into adjusted debt to EBITDA of about
6.0x-7.0x, up from the 3.0x-4.0x S&P previously expected.
Therefore, S&P now views ConsMin's financial risk profile as
"highly leveraged."
S&P takes into consideration that the manganese market is probably
at a historical low, due to the convergence of several adverse
developments that could be structural and thus imply a prolonged
downturn.
The continued very high volatility of ConsMin's operating profits,
as evidenced by the falloff in 2015 EBITDA, has also led S&P to
revise the company's business risk profile to "vulnerable" from
"weak." Key risks S&P already factored in were the relatively high
cost position of its Australian mines, country risk arising from
its operations in Ghana, and some degree of asset, end-market,
product, and customer concentration.
On the positive side, the company enjoys significant cash balances,
including a recent $51 million cash inflow from key Chinese
customer, Ningxia Tianyuan Manganese Industry (TMI), comprising a
payment to access manganese ore from Ghana and an advanced payment
for future shipments. Excluding this one-off item, S&P also
believes cash flows could remain neutral to slightly negative over
full-year 2015, despite S&P's lower EBITDA forecast, assuming
capital expenditure (capex) is reduced to materially lower levels
than we previously assumed. S&P takes into account that the
company has contracted new shipments with TMI, thereby slightly
increased sales plans for the full year. Management also expects
its C1 cash costs to benefit from further cost-saving initiatives
and from the weakening of the Australian dollar. (C1 cash cost is
defined by the company as a measure of average unit cost. The C1
unit cash cost represents the cash cost incurred at each processing
stage from mining through to ship loading, divided by the total dry
metric units of manganese produced.)
The negative outlook reflects S&P's view that current challenging
manganese market conditions could persist, given a weak
supply-demand outlook. This could result in negative free cash
flows over the short-to-medium term, since we expects management
will restore capex back to run-rate levels.
S&P currently forecasts adjusted debt to EBITDA at about 6.0x-7.0x
for 2015. If it remained at this level for several quarters, S&P
could consider the capital structure as unsustainable over the long
term, which would lead to a downgrade. S&P could also consider a
downgrade if liquidity were to deteriorate from the current
comfortable position.
S&P could revise the outlook to stable if manganese ore prices
showed signs of a rebound and visibility. This would imply a
recovery in EBITDA, such that adjusted debt to EBITDA improved to
5.0x or less, combined with positive free cash flow after
normalized capex.
CORINTHIAN COLLEGES: Committee Taps Polsinelli PC as Co-Counsel
---------------------------------------------------------------
The Official Committee of Student Creditors in the Chapter 11 cases
of Corinthian Colleges, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain
Polsinelli PC as co-counsel, nunc pro tunc to May 21, 2015.
Polsinelli will, among ther things:
1. in conjunction with Robins Kaplan LLP and Public Counsel LLP,
provide legal advice with respect to the powers and duties
available to the Student Committee, an official committee appointed
under Section 1102 of the Bankruptcy Code;
2. as related to the interest of the thousand students of the
Debtors, assist RK and Public Counsel in the investigation f the
acts, conduct, assets, liabilities an financial condition of the
Debtors, the operation of the Debtors' business, and any other
matter relevant to these cases or to the formulation of a plan or
plans of reorganization or liquidation; and
3. represent the Student Committee in hearing and other judicial
proceedings.
Polsinelli has advised the Student Committee that all Polsinelli
professionals will invoice at a 10% discount from their standard
hourly rates. The discounted hourly rates for personnel primarily
responsible in the case are:
Shareholders $270 - $700
Associates and Senior Counsel $180 - $400
Paraprofessionals $90 - $250
Christopher A. Ward,
Delaware Shareholder $585
Shanti M. Katona,
Delaware Shareholder $378
Jarrett K. Vine,
Delaware Associate $324
Lindsey M. Suprum,
Delaware Paralegal $238
To the best of the Student Committee's knowledge, Polsinelli is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.
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, to complete an orderly
wind down of its operations. The cases are jointly administered
Case No. 15-10952.
Judge Kevin J. Carey presides over the case. Richards, Layton &
Finger, P.A., represents the Debtors in their restructuring
efforts; FTI Consulting, Inc., serves as restructuring advisors;
and Rust Consulting/Omni Bankruptcy serves as claims and noticing
agent.
Corinthian Colleges, Inc., disclosed $721,596,789 in assets and
$2,929,448,278 in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.
COUNTRY STONE: Maynard, et al., Okayed as Consultants Until July 31
-------------------------------------------------------------------
The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois authorized Old Csh, Inc., formerly
known as Country Stone Holdings, Inc., et al., to amend their
consulting agreements with Megan Maynard, Aubrey George, and Rick
Burkamper nunc pro tunc to June 1, 2015.
The Debtors are authorized to continue to employ the Consultants
pursuant to the consulting agreements until July 31, 2015.
The Court also ordered that Consultants will continue to be
compensated for the services and reimbursed for all actual,
necessary, and reasonable expenses or other disbursements incurred
in connection with the services in accordance with the consulting
agreements. The Consultants are excused from submitting fee
applications pursuant to Sections 330 and 331 of the Bankruptcy
Code.
The Debtors, in their motion, stated that after the filing of the
sale motion, the Debtors marketed the sale of their assets. At the
conclusion of the auction, two bidders, Hyponex Corporation and
Techo-Bloc Inc., prevailed as the highest and best bidders for the
Debtors' assets. On Dec. 30, 2014, the Court approved the sale to
the purchasers. The Hyponex Sale transaction closed on Jan. 30,
2015; the Techo-Bloc Sale transaction closed on Feb. 4, 2015.
Following the closing, the Debtors needed assistance in preparing
monthly operating reports, marshaling the Debtors' remaining assets
for sale, providing required assistance in connection with the Sale
transaction with the purchasers, finalizing the claims
reconciliation process, and assisting in the discovery process
relating to the Committee's investigation into the liens and claims
of First Midwest Bank.
On March 3, 2015, the Debtors entered into agreements with
Consultants to provide the services for the Debtors. The original
consulting agreements provided for a term that expired on June 1,
2015.
About Country Stone
Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone. The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois. Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.
Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers. The bankruptcy
cases are assigned to Judge Thomas L. Perkins.
Country Stone disclosed $45 million in liabilities.
The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.
Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.
DEWEY & LEBOEUF: Defense Questions Ex-Partner Who Signed Bond Deal
------------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
defense lawyers for three former Dewey & LeBoeuf LLP leaders told a
jury that their clients weren't the only ones closely involved in
the $250 million refinancing that is at the heart of fraud charges
against the trio.
According to the Journal, the Manhattan district attorney's office
has accused ex-Dewey Chairman Steven Davis, former Executive
Director Stephen DiCarmine and ex-Chief Financial Officer Joel
Sanders of lying for years to appear in compliance with the terms
of the firm's bank loans.
During testimony on June 29, ex-Dewey partner Richard Shutran
explained his role as the legal adviser to the firm and the person
who signed off on the bond deal and a related negotiation of a $100
million bank credit line, the Journal related. Mr. Shutran said
that the $250 million refinancing was intended to replace Dewey's
existing debt with debt on more favorable terms and that he largely
relied on information from the defendants when he signed his name
to a number of documents tied to the finance deals, the Journal
further related.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DUNE ENERGY: Plan Filing Date Extended to Oct. 5
------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas (Austin Division) ruled that the period
under Section 1121(b) of the Bankruptcy Code for Dune Energy, Inc.,
et al., to file a Chapter 11 plan is extended to and including
October 5, 2015.
Judge Mott also ruled that the period under Section 1121(c) for the
Debtors to solicit votes in favor of a Chapter 11 plan is extended
to and including December 3, 2015.
In support of their extension motion, the Debtors stated that they
have been diligently pursuing a sale of all or substantially all of
their assets for the benefit of their estates and creditors and
they are currently working on a Chapter 11 plan and disclosure
statement, the mechanics of which will depend in part on the
results of the sale process.
Considering the current timeline for approval of the sale and the
complexities of the Debtors' Chapter 11 cases, neither the Debtors
nor any other party in interest will be in a position to formulate,
promulgate and build consensus for a Chapter 11 plan before the
expiration of the Debtors' exclusive period to file a Chapter 11
plan on July 6, 2015, the Debtor told the Court.
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE), is an independent energy
company based in Houston, Texas. Since May 2004, the Company has
been engaged in the exploration, development, acquisition and
exploitation of natural gas and crude oil properties, with
interests along the Louisiana/Texas Gulf Coast. The Company's
properties cover over 90,000 gross acres across 27 producing oil
and natural gas fields.
Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336),
Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and
Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed
separate Chapter 11 bankruptcy petitions on March 8, 2015. The
petitions were signed by James A. Watt, president and chief
executive officer.
Judge Christopher H. Mott presides over the case. Charles A.
Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M.
Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors'
bankruptcy counsel. Deloitte Transactions And Business Analytics
LLP is the Debtors' restructuring advisors. Parkman Whaling LLC is
the Debtors' sale professionals.
The Debtors listed $229 million in total assets and $144 million in
total debts as of Sept. 30, 2014. In their schedules, Dune Energy
Inc., et al., disclosed $263,337,172 in assets and $107,981,306 in
liabilities.
The U.S. trustee overseeing the Chapter 11 case of Dune Energy
appointed three creditors to serve on the official committee of
unsecured creditors.
* * *
The deadline for creditors to file proofs of claim is July 13,
2015. For governmental units, the deadline to file proofs of claim
is not later than 180 days from the Petition Date.
ENERGY FUTURE: Scraps Bankruptcy Auction Plan
---------------------------------------------
Tom Hals, writing for Reuters, reported that Texas' largest power
company, Energy Future Holdings Corp., has scrapped a bankruptcy
exit plan centered on the sale of its multibillion dollar power
line stake and instead will pursue a reorganization.
According to Reuters, citing a company internal memo, Energy Future
now expects to exit bankruptcy in mid-2016, about 15 months later
than its estimate in April 2014 when it filed for Chapter 11. The
company has been working with a complex group of creditors with
competing interests to overhaul its $42 billion in debt and find a
consensual path out of bankruptcy, the Reuters report related.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ESCO MARINE: Assets Up for Sale at July 23 Auction
--------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that officials in charge of ship dismantler ESCO Marine
Inc. got permission to hold a July 23 auction for buyers who could
revive the company, which filed for bankruptcy protection earlier
this year during a lender dispute.
According to the report, on June 26, Judge Richard Schmidt to set a
July 17 bid deadline for buyers who are interested in the
Brownsville, Texas, company, which they said is the world's largest
ship dismantling and recycling company with the power to break down
seven ships at once.
About ESCO Marine
ESCO Marine, Inc., and four affiliates sought Chapter 11
bankruptcy
protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7,
2015.
ESCO Marine disclosed $28.8 million in assets and $35.5 million in
debt as of Jan. 31, 2015.
The cases are assigned to Judge Richard S. Schmidt. The Debtors
filed an emergency motion seeking joint administration of their
Chapter 11 cases, requesting to designate as the "main case" the
proceedings of ESCO Marine, Inc., Case No. 15-20107.
ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC,
and Texas Best Equipment LLC are affiliates of ESCO Marine. ESCO
Marine is the operating parent company.
The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley
Banack Inc., in San Antonio, as counsel.
FLORIDA ENDOSCOPY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Central Florida Endoscopy &
Surgical Institute of Ocala, LLC
3256 S. Pine Avenue
Ocala, FL 34471
Case No.: 15-02873
Nature of Business: Health Care
Chapter 11 Petition Date: June 26, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM, SHUKER, EDEN & BEUDINE, LLP
P.O. Box 3353
Orlando, FL 32802-3353
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lseblaw.com
- and -
Christopher R Thompson, Esq.
LATHAM, SHUKER, EDEN & BEUDINE, LLP
111 N. Magnolia Avenue, Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: bknotice@lseblaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Vishnu Reddy, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-02873.pdf
HEALTH INSURANCE: Fitch Cuts Insurer Fin'l Strength Rating to BB+
-----------------------------------------------------------------
Fitch Ratings has downgraded Health Insurance Plan of Greater New
York's (HIP) Insurer Financial Strength rating to 'BB+' from
'BBB-'. The Rating Outlook is Stable. Concurrent with today's
rating action, Fitch has withdrawn the rating for commercial
reasons.
KEY RATING DRIVERS
The rating downgrade primarily reflects HIP's and its subsidiary's
Group Health Inc.'s (GHI) poor 2014 and first quarter 2015
financial results and corresponding losses in capital and surplus
that were materially outside Fitch's ratings expectations.
Group Rating Methodology Applied: HIP's rating reflects use of a
group rating methodology that considers the operational and
financial aspects of HIP's subsidiaries including Group Health
Options, Inc. (GHI). Fitch believes that a group rating methodology
is appropriate due to GHI's role in rounding out the organization's
product portfolio, financial support provided that HIP has
historically provided to GHI, overlapping management between the
two companies, and the companies' rights to elect an equal number
of EmblemHealth Inc.'s, (Emblem) HIP's parent company, board
members.
Financial Performance and Earnings: HIP and GHI combined reported a
net loss of $40 million (statutory accounting basis) in the first
quarter 2015 after reporting a combined net loss of $494 million in
2014. In contrast, from 2010 through 2013 HIP and GHI generated a
combined net profit each year and the companies' combined net
income averaged $152 million. The 2014 combined net losses were
spread across products as the companies reported underwriting
losses in the comprehensive (hospital and medical), Medicare and
Medicaid business lines.
Capitalization and Leverage: Reflecting the above referenced
losses, HIP's capital and surplus at March 31, 2015 totaled $810
million compared with $928 million at year-end 2014 and $1.4
billion at year-end 2013. GHI reported similarly dramatic declines
in capital and surplus. At March 31, 2015, the company reported
$124 million of capital and surplus compared with $127 million at
year-end 2014 and $276 million at year-end 2013. Fitch estimates
the companies' combined NAIC ratio at year-end 2014 at 190%
compared with 260% at year-end 2013.
RATING SENSITIVITIES
Not applicable.
Fitch has taken the following rating actions:
Health Insurance Plan of Greater New York
-- Insurer Financial Strength downgraded to 'BB+' from 'BBB-' and
concurrently withdrawn.
HS 45: Goldberg Weprin Approved as General Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized HS 45 John LLC to employ Goldberg Weprin Finkel
Goldstein LLP as general bankruptcy counsel.
About HS 45
HS 45 John LLC, a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-10368) on
Feb. 20, 2015. The Debtor estimated $50 million to $100 million in
assets and liabilities.
The case is assigned to Judge Sean H. Lane. Kevin J. Nash, Esq.,
at Goldberg Weprin Finkel Goldstein LLP, represents the Debtor in
its restructuring effort.
HS 45: Loeb & Loeb Okayed to Handle Investor Adversary Proceeding
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized HS 45 John LLC to employ Loeb & Loeb LLP as special
litigation counsel, nunc pro tunc to the Petition Date.
The firm is expected to provide legal services related to the
adversary proceeding commenced by the Debtor and the removed
actions involving the investors of 45 John Lofts LLC, together with
discovery relating to mortgage lenders SDF81 45 John Street I LLC
and SDF81 45 John Street 2 LLC.
The Court also ordered that unless fees and expenses of Loeb & Loeb
are otherwise paid by the Debtor's title insurance company, Old
Republic Title Insurance Company, all compensation to be awarded to
Loeb & Loeb will be subject to Bankruptcy Court approval after
application and notice.
About HS 45 John
HS 45 John LLC, a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-10368) on
Feb. 20, 2015. The Debtor estimated $50 million to $100 million in
assets and liabilities.
The case is assigned to Judge Sean H. Lane. Kevin J. Nash, Esq.,
at Goldberg Weprin Finkel Goldstein LLP, represents the Debtor in
its restructuring effort.
INRETAIL REAL: Fitch Raises Issuer Default Ratings to 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded the ratings of InRetail Real Estate
Corp. as:
-- Foreign currency Issuer Default Rating (IDR) to 'BB+' from
'BB';
-- Local currency IDR to 'BB+' from 'BB'.
Fitch has also upgraded the bonds issued by InRetail Shopping Malls
that were guaranteed by InRetail Real Estate as:
-- Senior unsecured foreign currency notes due 2021 to 'BB+'
from 'BB';
-- Senior unsecured local currency notes due 2034 to 'BB+' from
'BB';
The Rating Outlook is Stable.
The upgrades reflect the company's consistent execution of its
capex plan and the successful implementation of a debt refinancing
program. Also factored into the upgrades was the strength of the
company's operating results that led to margins above those
previously projected.
The Stable Outlook incorporates Fitch's expectation that the
company will continue with a moderately aggressive capex plan,
which includes the addition of more than 110,000 square meters of
gross leasable area (GLA) during 2015-2017 primarily the result of
the development of the Puruchucho Mall. The ratings incorporate an
expectation that net leverage will remain below 4.5x and that
liquidity will remain adequate. Additional expectations include
consistent EBITDA margins of around 80% and the maintenance of
significant levels of unencumbered assets.
KEY RATING DRIVERS
Stable Cash Flow Generation:
InRetail Real Estate's ratings reflect its solid business position
in Peru's shopping malls industry, stable and predictable cash flow
generation, and favorable industry fundamentals. The company's
margins are stable and supported by its lease structure with
fixed-rent payments representing approximately 84% of its total
rental income. EBITDA margins are expected to be 80% during
2015-2017.
Moderate Net Leverage:
The company's net leverage is viewed to be moderate and in line
with industry standards. As of March 31, 2015, InRetail Real
Estate had PEN1.139 million of total debt, which was composed of
USD350 million of notes due in 2021 and PEN141 million of unsecured
local currency bonds due in 2034. The balance of the company's
debt was mostly in banking loans and financial leases. InRetail
Real Estate's ratings incorporate the expectation that the
company's net leverage will be around 4.5x during 2015-2016. At the
end of March 2015, the company's net leverage, measured by total
net debt-to-EBITDA, was 4.3x, which was an improvement from 4.9x in
March 2014.
Negative FCF driven by Capex Plan:
The company will record negative free cash flow (FCF) during the
2015-2016 period due to the continued execution of its capex plan.
The company is expected to continue generating negative FCF during
the next few years but at a decreasing level as cash flow from
operations will tend to increase with the new GLA being
incorporated, and capex levels are projected to decline as new
project developments are completed. InRetail Real Estate's FCF
during the LTM ended March 31, 2015 was negative PEN 248 million.
This was an improvement from negative FCF of PEN554 million during
the prior 12 months. Fitch's FCF calculation for the LTM ended
March 31, 2015 is for CFFO and capex of PEN208 million and PEN456
million, respectively.
Limited Diversification:
The ratings incorporate InRetail Real Estate's asset and tenant
concentration risk. The company's net revenue structure presents
some asset concentration with five malls representing approximately
50% of its expected net revenues during 2015-2016. In addition, the
company's tenant composition is concentrated, as its 10 most
important tenants represent approximately 50% of the company's
total annual rent revenue. This concentration is partially
counterbalanced by the credit quality of these tenants. The
company's assets and tenant concentration risks are not expected to
materially change in the short- to medium-term.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- 2015-2016 EBITDA margin around 80%.
-- Net leverage around 4.5x during 2015-2016.
-- Negative FCF during 2015-2016 with annual FCF margin
(FCF/net revenues) in the negative 13% to negative 50%
range.
-- No dividend payments during 2015-2016.
-- Interest coverage (EBITDA/gross interest expenses)
consistently above 2.5x during 2015-2016.
-- Unencumbered assets-to-net unsecured debt consistently above
1.75x during 2015-2016.
-- Short-term debt levels consistently below PEN20 million
during 2015-2016.
RATING SENSITIVITIES
Considerations that could lead to a negative rating action (Rating
or Outlook):
Fitch would consider a negative rating action if the company's
financial profile deteriorates due to some combination of the
following factors: adverse macroeconomic trends leading to weaker
credit metrics; significant dividend distributions; and higher than
expected vacancy rates or deteriorating lease conditions.
Potential developments that could trigger a negative rating
action:
-- Net Leverage consistently above 5x;
-- EBITDA margin deterioration reaching levels consistently
below 72%;
-- Interest coverage ratio (EBITDA / interest expense ratio)
consistently below 2x;
-- Consistent increase in short-term financing.
Considerations that could lead to a positive rating action (Rating
or Outlook):
Fitch would consider a positive rating action as a result of the
combination of the following factors: Improvement in InRetail Real
Estate's net leverage, liquidity and unencumbered assets at levels
above those incorporated in the ratings. Potential developments
that could trigger a positive rating action:
-- Net Leverage consistently below 3.75x ratio;
-- Interest Coverage ratio consistently above 3x;
-- Unencumbered asset to net unsecured debt consistently above
3x ;
-- Material improvement (i.e. better than expected) in EBITDA
margins and asset diversification.
LIQUIDITY
InRetail Real Estate's liquidity is adequate as a result of its
current cash position and manageable debt payment schedule, as well
as a high level of unencumbered assets. The company's cash and
marketable level was PEN120 million and its short-term debt was
PEN10 million as of March 31, 2015. InRetail Real Estate faces low
levels of annual debt payments in the PEN10 million to PEN12
million range during 2015-2017, which is viewed as credit positive
for financial flexibility. The company's interest coverage is
estimated at around 2.8x during 2015-2016.
In addition, the company's assets related to shopping malls have an
estimated market value of approximately PEN 2.7 billion (USD876
million) as of March 2015. InRetail Real Estate's loan-to-value is
estimated at around 41%. The company is expected to maintain a
good level of unencumbered assets with an estimated market value of
approximately PEN 2.014 million (USD585 million), as of March 31,
2015, covering 1.9x its unsecured debt level. This level of
unencumbered assets provides financial flexibility that could be
used to access financing in a stress scenario.
JACKSON HEWITT: S&P Assigns 'B' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Parsippany, N.J.-based Jackson Hewitt Tax Service
Inc. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed first-lien credit facilities, which consist of a
$250 million term loan due 2021 and $30 million revolver due 2020.
The recovery rating is '3', which indicates S&P's expectation for
lenders to receive meaningful (50% to 70%, at the low end of the
range) recovery in the event of payment default.
"The ratings reflect Jackson Hewitt's aggressive financial policy,
participation in the fragmented individual tax preparation
industry, narrow business focus, and customer concentration," said
Standard & Poor's credit analyst Peter DeLuca. S&P has also
factored into the rating the company's good market position and
efficient operating platform. The distribution to the shareholders
results in significant debt burden for the company. Pro forma for
the transaction, leverage is about 4.6x. S&P expects credit
metrics to strengthen by year-end 2015 thanks to EBITDA growth.
The stable outlook reflects S&P's expectation that operating
performance will improve modestly over the next year from improving
client service and client retention, the increasing complexity of
the tax code, better employment conditions, as well as the impact
of the Affordable Care Act. In addition, S&P expects credit
metrics to strengthen by year-end 2015, including leverage
declining to the mid-3x area because of higher levels of EBITDA.
S&P could lower its ratings if profitability weakens such that S&P
unfavorably reassess its view of business risk. This could occur
from a disruption of the co-branding and co-locating arrangement
with Wal-Mart, or a security breach that leads to lower volume,
client attrition, and the loss of market share.
S&P views an upgrade as unlikely over the next year based on the
company's narrow business focus in the seasonal tax preparation
industry, relatively small market share, and its significance
dependence on Wal-Mart.
LEHMAN BROTHERS: Judge Approves Settlement with Barclays
--------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that a judge on June 29 approved a settlement in the
long-running legal fight between Lehman Brothers Inc. and Barclays
PLC, punctuating one of the more intriguing sagas of Lehman's
collapse and its aftermath.
As previously reported by The Troubled Company Reporter, citing The
New York Times' DealBook, James W. Giddens, the trustee overseeing
the winding down of Lehman Brothers' brokerage unit, said on June 5
that the remaining estate would pay $1.28 billion to settle a
lawsuit filed by Barclays, the British bank that acquired the bulk
of Lehman's North American brokerage business.
According to the DealBook, the pact, if it wins court approval,
would conclude about six years of fighting between Barclays and
the
trustee over that sale. Under the terms of the June 5 agreement,
the brokerage estate will pay Barclays about $1.3 billion, the
DealBook said. In turn, the estate will have about $600 million
to
pay out to creditors, releasing them from a reserve dedicated to
the legal fight, the report related.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion. As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.
LEHMAN BROTHERS: Wins Appellate Court's Side in Repo Fight w/ Bank
------------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that a federal appellate court on June 29 said certain
repurchase agreements don't qualify for "customer status" in a
failed brokerage business, a win for the trustee winding down
Lehman Brothers Inc., in his long-running fight with one of the
broker-dealer's banks.
According to the report, a three-judge panel of the U.S. Second
Circuit Court of Appeals affirmed two lower-court rulings that a
bank that sold securities to Lehman under a repurchase, or repo,
agreement was a creditor -- not a customer -- of the company under
the law.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion. As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.
LENNAR CORP: Moody's Raises CFR to 'Ba2', Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of Lennar
Corporation, including its Corporate Family Rating to Ba2 from Ba3,
its Probability of Default Rating to Ba2-PD from Ba3-PD, and all of
the company's existing series of senior unsecured notes and
convertible senior notes to Ba2 from Ba3. In the same rating
action, Moody's also affirmed Lennar's speculative grade liquidity
rating at SGL-1. The rating outlook is stable.
The upgrade reflects Lennar's consistent generation of among the
industry's leading revenue and earnings growth and gross margin
performance, all of which we expect to continue. These metrics
help offset the company's still-elevated adjusted debt leverage.
The stable outlook reflects Moody's expectation that Lennar's
adjusted debt leverage will trend towards that of a Ba2-rated
homebuilder within the next 12 to 18 months.
These rating actions were taken:
Corporate Family Rating, upgraded to Ba2 from Ba3;
Probability of Default, upgraded to Ba2-PD from Ba3-PD;
Existing senior unsecured notes, upgraded to Ba2, LGD4 from Ba3,
LGD4;
Existing convertible senior notes, upgraded to Ba2, LGD4 from Ba3,
LGD4;
Existing senior unsecured shelf registrations, upgraded to (P)Ba2
from at (P)Ba3;
Speculative grade liquidity rating, affirmed at SGL-1;
Ratings outlook is stable.
RATINGS RATIONALE
The Ba2 corporate family rating reflects the company's
industry-leading gross margins within its pure homebuilding peer
group; its exceptionally strong earnings performance; the near
elimination of its formerly outsized recourse joint venture debt
exposure; the substantial tangible equity base; and its ability to
generate healthy order and backlog growth even when the macro
statistics might suggest otherwise. In addition, the company has
successfully managed its investments in new asset classes that are
different from, albeit related to, more traditional homebuilding
activities.
At the same time, Lennar's ratings incorporate an adjusted
homebuilding debt leverage of approximately 53% as of May 31, 2015
that is elevated for a Ba2; the moderately long land position; and
its high proportion of speculative construction. In addition,
Lennar's propensity to invest in different asset classes and
structures compared to more traditional homebuilders adds an
element of further risk to the company's credit profile. While
these investments can and do generate solid returns and cash,
especially during growth periods, they can also result in sizable
write downs, considerable use of management time, and cash drains,
as the joint venture operations did during the recent downturn.
Lennar's liquidity is supported by its $639 million of unrestricted
homebuilding cash at May 31, 2015; by its expected generation of
modestly positive cash flow from operations; by its $176 million of
unrestricted cash at Rialto; by the availability of about $0.9
billion under its $1.3 billion committed senior unsecured revolving
credit facility due in June 2019 (that had $450 million drawn and
$17 million of outstanding letters of credit at May 31, 2015), and
substantial headroom under its financial maintenance covenants.
The revolving credit facility requires the company to maintain
compliance, as of February 28, 2015, with minimum tangible net
worth of $2.3 billion, maximum net debt leverage of 65.0%, and
either a minimum 1.0x liquidity coverage of last 12 months interest
incurred or a trailing 12 months interest coverage of 1.5x.
The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash flow
on a consistent basis, continues to strengthen its liquidity, and,
most importantly, drives its adjusted debt leverage nicely below
the 45% level. In addition, Moody's would need to feel confident
that Lennar remained committed to its "soft pivot" land strategy
and would handle any investment in a brand new asset class or risky
venture with financial discipline.
The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 55% on a sustained basis.
The principal methodology used in these ratings was Homebuilding
and Property Development Industry published in April 2015. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company operates in 17
states and specializes in the sale of single-family homes for
first-time, move-up, and active adult buyers under the Lennar brand
name. Lennar's Financial Services segment provides mortgage
financing, title insurance and closing services for both buyers of
the company's homes and others. Lennar's Rialto segment is a
vertically integrated asset management platform focused on
investing throughout the commercial real estate capital structure.
Lennar's Multifamily segment is a national developer of multifamily
rental properties. Total homebuilding revenues for the twelve
months ending May 31, 2015, were approximately $7.7 billion, and
consolidated pretax income, including those of its Rialto,
Multi-family, and Financial Services segments, was $1.1 billion.
LIFE PARTNERS: Has Until July 2 to File Schedules and Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until July 2, 2015, Life Partners Holdings, Inc., et.
al.'s time to file (i) schedules of assets and liabilities; (ii)
schedules of current income and expenditures; (iii) schedules of
executory contracts and unexpired leases; and (iv) statements of
financial affairs.
The Court also ordered that H. Thomas Moran II, as Chapter 11
trustee in LPHI's case, may amend the LPHI schedules, as necessary,
before July 2, 2015.
About Life Partners
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners, Inc.
has completed over 162,000 transactions for its worldwide client
base of over 30,000 high net worth individuals and institutions in
connection with the purchase of over 6,500 policies totaling over
$3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in
LPHI's case. The trustee is represented by Thompson & Knight LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LIFE PARTNERS: Sept. 1 Set as Interim Deadline for Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended, on an interim basis, until Sept. 1, 2015, at 5:00 p.m.,
the deadline for any party or entity to file proofs of claim
against Life Partners Holdings, Inc., et al.
On May 20, 2015, H. Thomas Moran II, Chapter 11 trustee for Life
Partners Holdings, Inc., and other Debtors requested that the Court
extend the bar date in Life Partners, Holdings, Inc. to be
contemporaneous with the other Debtors.
Specifically, the Movants asked that the Court to establish:
* Sept. 30, at 5:00 p.m., as the bar date; and
* Nov. 16, at 5:00 p.m. as the governmental bar date.
The Movants explained that extending the LPHI bar date and
establishing a consolidated bar date for the Debtors and
consolidating notice procedures will (a) help preserve the Court's
resources, save time, and avoid unnecessary and duplicative costs
and expenses; and (b) are in the best interest of the Debtors'
estates and all stakeholders.
The Trustee is represented by:
David M. Bennett, Esq.
Richard Roper, Esq.
Katharine Battaia Clark, Esq.
THOMPSON & KNIGHT LLP
1722 Routh Street, Suite 1500
Dallas, TX 75201
Tel: (214) 969-1700
Fax: (214) 969-1751
E-mail: david.bennett@tklaw.com
richard.roper@tklaw.com
katie.clark@tklaw.com
About Life Partners
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners, Inc.
has completed over 162,000 transactions for its worldwide client
base of over 30,000 high net worth individuals and institutions in
connection with the purchase of over 6,500 policies totaling over
$3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in
LPHI's case. The trustee is represented by Thompson & Knight LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LINN ENERGY: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit ratings on Houston-based Linn Energy LLC and
revised the outlook on the company to negative from stable.
At the same time, S&P lowered its issue-level ratings on subsidiary
Berry Petroleum Co. LLC's senior unsecured debt to 'B+' from 'BB-'
and revised the recovery rating on the debt to '5' from '3'. The
'5' recovery rating indicates S&P's expectation for modest (10% to
30%; at the lower half of the range) recovery in the event of a
payment default.
In addition, S&P affirmed the 'B' issue-level rating on Linn
Energy's senior unsecured debt. The recovery rating on the debt
remains '6', indicating S&P's expectation for negligible (0% to
10%) recovery in the event of a payment default.
"The negative outlook reflects our expectation that Linn could face
difficulty maintaining FFO to debt above 12%, given its high debt
levels and master-limited partnership (MLP)-like policy of
distributing the bulk of cash flow to unit holders as opposed to
debt repayment," said Standard & Poor's credit analyst Michael
Tsai.
"We assess Linn's business risk profile as "fair," as defined in
our criteria, reflecting the company's large and diversified
reserve base of about 7.3 trillion cubic feet equivalent (tcfe) as
of Dec. 31, 2014, and core positions in several basins across the
U.S., including the Mid-Continent region, Green River Basin,
Hugoton Field, Permian Basin, and California. Linn also benefits
from an extensive hedging program and we expect the company to
remain near 80% of current natural gas production for several
years. This has provided some stability to profitability and cash
flows and cushioned the impact from the recent volatility of oil
and natural gas prices," S&P said.
S&P's assess Linn's financial risk profile as "aggressive," as
defined in S&P's criteria. S&P expects FFO to debt to remain
between 13% and 14% over the next two years, and adjusted debt to
EBITDA to remain above 5x.
The negative outlook reflects the possibility that S&P could lower
the ratings on Linn if its credit measures deteriorate further than
S&P projects such that FFO to debt is sustained below 12%, which
could occur if production falls short of our expectations, the
company experiences unexpected operational issues, or it pursues a
debt-financed acquisition.
S&P could consider a stable outlook if Linn successfully executes
its operational strategy and improves credit measures such that FFO
to debt is sustained comfortably above 12%.
METASTAT INC.: EisnerAmper Expresses Going Concern Doubt
--------------------------------------------------------
MetaStat, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year ended
Feb. 28, 2015.
The Company reported a net loss of $7.99 million on $nil of total
revenue for the fiscal year ended Feb. 28, 2015, compared to a net
loss of $5.36 million on $nil of total revenue last year.
The Company's balance sheet at Feb. 28, 2015, showed $1.1 million
in total assets, $859,000 in total liabilities and total
stockholders' equity of $243,0000.
EisnerAmper LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that as of Feb. 28,
2015, the Company has accumulated a deficit of $18.7 million, has
not generated revenues or positive cash flows from operations and,
as of Feb. 28, 2015, has a negative working capital of $120,232.
A copy of the Form 10-K is available at:
http://is.gd/xV8vgv
MetaStat, Inc., is a development stage life sciences company, which
focuses on developing and commercializing novel diagnostic
technologies and therapeutics for the early and reliable prediction
and treatment of systemic metastasis. The company is developing
two function based diagnostic product lines, MetaSite Breast and
MenaCalc. The MetaSite Breast test measures the process of
systemic metastasis and is intended for early stage breast cancer
patients. The MenaCalc, a platform of diagnostic assays, based on
the measurement of the balance of the Mena protein isoforms, is
broadly applicable in solid epithelial-based cancers, including
breast, prostate, lung and colorectal. MetaStat was founded by
Warren C. Lau in July 2009 and is headquartered in Boston, MA.
MOLYCORP INC: Files Chapter 11 to Implement Debt-for-Equity Swap
----------------------------------------------------------------
Molycorp, Inc., sought Chapter 11 protection after executing a
restructuring support agreement with creditors that hold more than
70% of the aggregate principal amount of the Company's 10% senior
secured notes.
As part of the June 25 filings, the Company filed a restructuring
plan term sheet that broadly outlines the terms of the plan of
reorganization that the Company expects to pursue. The plan term
sheet calls for holders of the Debtors' $650 million in 10% senior
secured notes to have their debt exchanged for a majority equity
stake in reorganized Molycorp. The plan term sheet also provides
for the discharge of the Company's more than $700 million in
unsecured notes. The Company expects to exit Chapter 11 before the
end of the year.
The Debtors have access to DIP financing from the Supporting 10%
Noteholders. Specifically, Molycorp has obtained commitments from
a group of its 10% senior secured noteholders, led by JHL Capital
Group, JMB Capital Partners and QVT Financial LP, for up to $225
million in gross proceeds of debtor-in-possession (DIP) financing,
subject to Court approval, which will be used to support operations
during the Chapter 11 period.
Assets and Debt
For the 12 months ended Dec. 31, 2014, Molycorp generated $475.6
million in revenue. As of Dec. 31, 2014, Molycorp reported
negative cash flow from operations of $222.2 million.
As of March 31, 2015, Molycorp had $2.495 billion in assets and
approximately $1.786 billion in liabilities based upon book value.
Molycorp had approximately $74 million in cash as of the Petition
Date worldwide, approximately $21 million of which is located in
North America and accessible to the Debtors.
Molycorp has in excess of $1.7 billion in outstanding secured and
unsecured obligations. As of the Petition Date, the Debtors'
primary funded debt obligations consisted of:
(a) two senior secured term loans and a sale-leaseback financing
arrangement, all with affiliates of and funds managed by Oaktree
Capital Management, L.P.:
* There is $52 million in aggregate principal amount of
indebtedness as of the Petition Date pursuant to a term loan
facility provided under a credit agreement dated Sept. 11, 2014
("Parent Credit Agreement") entered into by Molycorp Inc. with OCM
MLYCo CTB Ltd., an affiliate of Oaktree, as administrative agent
and first priority collateral agent;
* There is $62.3 million in aggregate principal amount of
indebtedness outstanding pursuant to a term loan facility provided
under a credit agreement dated Sept. 11, 2014 ("Magnequench Credit
Agreement"), entered into by debtor Magnequench, Inc., with OCM, as
administrative agent and first priority agent.
* Molycorp Minerals and entered into an equipment lease
agreement which provided for Molycorp Minerals to lease back
Mountain Pass equipment from OCM pursuant to a five-year term,
which deal requires quarterly rent payments and a balloon payment
of $179.9 million at the end of the lease term.
(b) $650 million in aggregate principal outstanding under 10%
senior secured notes issued by Molycorp Inc., which mature on June
1, 2020, and governed by an indenture with Wells Fargo Bank, N.A.,
the indenture trustee. The Debtors did not make the June 1, 2015
interest payment in the amount of $32.5 million.
(c) Three series of unsecured convertible notes:
* As of the Petition Date, there is $148.9 million in
outstanding unsecured 2018 million notes, which are set to mature
on Feb. 1, 2018;
* There is $383 million in outstanding unsecured 2017 notes,
which are set to mature Sept. 1, 2017; and
* There is $206.5 million in outstanding unsecured 2016 notes,
which mature on June 15, 2016.
In addition, as a result of the acquisition of Neo Material
Technologies Inc. on June 11, 2012, Molycorp Inc. ssumed $230
million principal amount of subordinated unsecrued converitble
debentures of Neo Material (the "2017 Neo Debentures). As of the
Petition Date, Molycorp, Inc., owes $1.75 million in aggregate
principal outstanding under the 2017 Neo Debenture.
Moreover, as of the Petition Date, the Debtors owe tens of millions
for raw materials and other unsecured obligations for goods and
services.
Terms of Soon to Be Filed Plan
Shortly before the Petition Date and after months of negotiations,
the Debtors and certain 10% Noteholders entered into a
restructuring support agreement that contemplates that the holders
of 10% Senior Secured Notes will return the 10% Senior Secured
Notes to Molycorp in exchange for their pro rata share of 100% of
the common stock issued by reorganized Molycorp, Inc., subject to
dilution on account of, among other things, a rights offering.
The Oaktree Credit Agreements and related collateral documents will
be unimpaired and reinstated in accordance with Section 1124 of the
Bankruptcy Code and the Oaktree Lease will e assume pursuant to
Section 365 of the Bankruptcy Code, thereby avoiding a sizeable
make-whole premium that might otherwise potentially be due under
the Oaktere Secured financings.
The Restructuring Support Agreement contemplates that, as part of
the plan of reorganization, the holders of the 2018 Notes, the 2017
Notes and the 2016 Notes (collectively, the "Convertible Unsecured
Notes") will be classified together and receive the right to
participate in a rights offering to acquire shares of reorganized
Molycorp, Inc.'s common stock. The rights offering will close,
however, only if the combined class of Convertible Unsecured Notes
votes to accept the proposed plan of reorganization. The proceeds
raised from the rights offering will be used to reduce the size of
the exit facility and, if the exit facility is reduced to zero, to
pay down the DIP lenders' claims associated with the DIP facility.
Holders of the 2017 Neo Debentures will not receive any
distribution under the proposed plan on account of their claims.
Existing equity interests will be cancelled.
First Day Motions
The Debtors on the Petition dated filed various motions designed to
meet the goals of (a) continuing operations in Chapter 11 with as
little disruption and loss of productivity as possible, (b)
maintaining the confidence and support of their customers,
employees, vendors, suppliers and service providers during the
Debtors' reorganization process, and (c) establishing procedures
for the smooth and efficient administration of the Chapter 11
cases.
The Debtors filed motions to:
-- jointly administer their Chapter 11 cases;
-- tap Prime Clerk LLC as claims and noticing agent;
-- prohibit utilities from discontinuing service;
-- extend the deadline to file schedules;
-- confirm administrative expense priority status of the
undisputed obligations for the postpetition delivery of goods and
provision of services;
-- maintain their insurance programs;
-- pay prepetition obligations to customers;
-- pay employee wages and benefits;
-- pay prepetition claims of unsecured essential suppliers;
-- pay prepetition claims of certain lien claimants;
-- pay sales and use taxes;
-- maintain their bank accounts;
-- maintain notice procedures for transfer of equity securities;
and
-- obtain secured debtor-in-possession financing and use cash
collateral.
A copy of EVP and CFO Michael F. Doolan's affidavit in support of
the first-day motions is available for free at:
http://bankrupt.com/misc/Molycorp_1st_Day_Affidavit.pdf
About Molycorp
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as the claims and noticing agent.
MOLYCORP INC: Has $225 Million of DIP Financing from Noteholders
----------------------------------------------------------------
Molycorp, Inc., and its affiliated debtors are asking the U.S.
Bankruptcy Court for the District of Delaware to enter interim and
final orders authorizing them to obtain postpetition financing
consisting of up to $225 million in gross proceeds provided by
certain holders of the prepetition 10% senior secured notes.
Molycorp has obtained commitments from a group of its 10% senior
secured noteholders, led by JHL Capital Group, JMB Capital Partners
and QVT Financial LP, for up to $225 million in gross proceeds of
debtor-in-possession (DIP) financing, subject to Court approval,
which will be used to support operations during the Chapter 11
period.
Participation in the DIP facility will be offered to all eligible
holders of 10% Senior Secured Notes.
The Debtors' $1.7 billion of outstanding indebtedness includes $650
million in aggregate principal outstanding under 10% senior secured
notes issued by Molycorp Inc., which mature on June 1, 2020, and
governed by an indenture with Wells Fargo Bank, N.A., the indenture
trustee. Holders of more than 70% of the 10% Senior Secured Notes
have signed a restructuring support agreement that provides that
the Debtors will file a plan that calls for holders of the Debtors'
$650 million in 10% senior secured notes to have their debt
exchanged for a majority equity stake in reorganized Molycorp.
The DIP Facility is structured to permit draws upon it which
Chapter 11 after the interim and final DIP hearings, with the
remainder of the availability under the facility converting to an
exit facility upon the Debtors' emergence from Chapter 11, subject
to approval of the board of reorganized Molycorp. It is
contemplated that the Debtors will draw $130 million in gross
proceeds during the Chapter 11 cases, with the remaining $72.5
million in gross proceeds available as an exit facility.
The DIP Facility will bear interest at 7.0% paid in cash and 8.0%
paid in kind. Default interest is 3.0% paid in cash.
Wilmington Trust, National Association, will serve as
administrative agent and collateral agent under the DIP facility.
Approximately $40 million of the DIP financing is expected to be
made available to the Company immediately after an initial Court
hearing, with approximately another $90 million available subject
to Court approval at a further hearing at the end of the first
month of the case. The remainder is available on a delayed basis
and subject to lender conditions. Final maturity for the DIP
financing is November 30, 2015, which can be extended until
December 30, 2015.
The DIP Facility is not contemplated to be paid in cash at exit
from Chapter 11, but instead will be satisfied with the reinstated
10% Senior Secured Notes.
Borrowings under the DIP Facility will be guaranteed by all of the
Debtors, as well as two non-debtor foreign entities, and claims
under the DIP Facility will be superpriority administrative expense
claims against the Debtors. In addition, the DIP Facility will be
secured by a security interest in (a) unencumbered assets, which
will rank senior to all other interests in such assets; (b)
collateral pledged solely to Oaktree under the Oaktree Secured
Financings, which will rank junior to Oaktree; and (c) certain Pari
Passu Collateral, which liens will be pari passu to the interests
of Oaktree in such collateral and will be senior to and will prime
the interests of the holders of 10% Senior Secured Notes.
To ensure that the DIP Facility is fully subscribed, the DIP
Facility is being backstopped on a pro rata basis by a group of the
Debtors' Supporting 10% Noteholders for consideration of 2.0% of
the face amount of the DIP Facility paid in cash, reinstated 10%
Senior Secured Notes, or equity issued by reorganized Molycorp,
Inc., at emergence from Chapter 11, at the election of a majority
of the Backstop parties.
The DIP Credit Agreement contains various milestones, including
that, within 60 days of the Petition Date, the Company will
complete and obtain their newly-appointed CRO's endorsement of a
business review process. Other milestones include:
-- The final order approving the DIP Financing, and entry of an
order approving the Restructuring Support Agreement will have been
entered no later than 30 days after the Petition Date;
-- The proposed reorganization plan, and disclosure statement
will have been filed no later than business days following entry of
the Final Order;
-- An order approving the disclosure statement will have been
entered by the Bankruptcy Court no later than 60 day after filing
of the Disclosure Statement;
-- The confirmation of the Plan will have occurred no later than
Nov. 15, 2015; and
-- The Plan effective date will have occurred no later than Nov.
30, 2015, which is subject to a 30-day extension under certain
circumstances.
The Debtors said that in addition to the financing proposal from
the Supporting 10% Noteholders, the Debtors received a proposal
from Oaktree for an alternative DIP financing. The Debtors,
however, determined that the Oaktree proposal was less favorable
than the DIP facility for a number of reasons. The Debtors were
able to use the Oaktree proposal to obtain significant concessions
from Supporting 10% Noteholders, including the reduction of fees
and improvements in various terms.
A full-text copy of the DIP Financing Motion is available for free
at:
http://bankrupt.com/misc/Molycorp_M_DIP_Financing.pdf
About Molycorp
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as claims and noticing agent.
MOLYCORP INC: Oaktree Succeeds in Blocking DIP Loan
---------------------------------------------------
A unit of by Oaktree Capital Management, L.P. submitted to the U.S.
Bankruptcy Court for the District of Delaware an objection to
Molycorp, Inc.'s motion to obtain postpetition financing,
consisting of up to $225 million in gross proceeds provided by
certain holders of the prepetition 10% senior secured notes.
And, Peg Brickley, writing for The Wall Street Journal, reported
that the objection has pushed Molycorp back into talks over its
bankruptcy financing package. According to the Journal, the
rare-earths producer is working to get court approval to start
tapping a $225 million chapter 11 finance package as it launches
its bid to drop more than $1 billion from an overloaded balance
sheet. Oaktree, the company's top-ranking lender, said the loan
was overreaching, and a bankruptcy judge on June 26 agreed.
Jamie Santo, writing for Law360, reported that Delaware Bankruptcy
Judge Christopher S. Sontchi, at the so-called First Day hearing in
the case, declined to approve the DIP financing on an interim
basis, ruling that not all of the debtors had immediate need of
funds.
Oaktree argues that the proposed DIP financing would unnecessarily
burden Molycorp's profitable wing, Law360 noted.
Approximately $40 million of the DIP financing is expected to be
made available to the Company immediately after an initial Court
hearing, with approximately another $90 million available subject
to Court approval at a further hearing at the end of the first
month of the case.
The DIP Loan Agreement includes certain milestones that, among
other things, require the Debtors to obtain interim approval of the
DIP financing "within 1 business day after the Court concludes the
"first day" hearing in the Chapter 11 cases."
Oaktree's affiliate, OCM MLYCo CTB Ltd., filed the objection, in
its capacities as (i) the administrative agent, collateral agent
(in such capacities, the "Agent"), and lender under the OCM MLY
Loan Facilities. The Oaktree unit pointed out that the Debtors are
essentially comprised of two separate and distinct business silos,
each with different operations, assets, and creditors. One
business, which consists primarily of foreign entities (the "Neo
Debtors,"), is profitable. The other, which consists of certain
domestic entities (the "Mountain Pass Debtors"), is not.
According to Oaktree, despite this reality, the Debtors seek to
pile up to $225 million of new cross-collateralized "superpriority"
liabilities, guaranties, and liens not just on the Mountain Pass
Debtors, but also on the Neo Debtors and, upon approval of a final
order, many of the Neo Debtors' most valuable non-Debtor
subsidiaries. In addition to that, the DIP Forecast produced by
the Debtors contemplates the transfer of $50 million in cash from
the Neo Debtors (or non- Debtor subsidiaries of the Neo Debtors) to
the Mountain pass Debtors over the next 11 months.
Oaktree loaned about $250 million to Molycorp in September,
according to Tom Hals of Reuters.
In its objection, Oaktree said the Proposed DIP Financing and cash
"repatriation" is in effect a transfer of value from the profitable
Neo Debtors to the Mountain Pass Debtors with no corresponding
benefit to the Neo Debtors' estates or their largest secured
creditor in these cases, OCM MLY. Oaktree believes that the
exploitation of the Neo Debtors for the benefit the Mountain Pass
Debtors and their creditors is nothing more than a disguised demand
upon the Neo Debtors to fund the operations and chapter 11 cases of
the Mountain Pass Debtors, which does not satisfy the most
fundamental requirements of the Bankruptcy Code.
Oaktree avers that the Neo Debtors are harmed immediately by the
Proposed DIP Financing because the Interim Order gives the 10%
Notes 507(b) Claims at the Neo Debtors as well as adequate
protection liens on all of the Debtors' unencumbered assets,
including the unpledged equity of the Neo Debtors' subsidiaries.9 A
key component of OCM MLY's collateral package is liens on the stock
of the Neo Debtors upper tier subsidiaries. As a result, these
adequate protection liens will be structurally senior to, and in
effect "prime", OCM MLY's position.
Oaktree points out that the imposition of the 507(b) Claims and
liens against the Neo Debtors and their assets shifts the risk of
every dollar of diminution the 10% Notes suffer in connection with
their liens on the Mountain Pass Collateral onto the Neo Debtors.
Upon entry of the proposed Final Order, this priming will become a
tidal wave as every dollar of diminution suffered as a result of
the priming of the 10% Notes' liens on the Mountain Pass Collateral
by their own DIP Liens will augment their 507(b) Claims and Liens
on these structurally senior assets.
A full-text copy of the objection is available for free at:
http://bankrupt.com/misc/Molycorp_DIP_Oaktree_Obj.pdf
The attorneys of the Oaktree unit can be reached at:
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Robert J. Dehney, Esq.
Gregory W. Werkheiser, Esq.
Andrew R. Remming, Esq.
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, DE 19899
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: rdehney@mnat.com
gwerkheiser@mnat.com
aremming@mnat.com
- and -
MILBANK TWEED HADLEY & MCCLOY LLP
Dennis F. Dunne, Esq.
Samuel A. Khalil, Esq.
Lauren C. Doyle, Esq.
28 Liberty Street
New York, NY 10005
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
E-mail: ddunne@milbank.com
skhalil@milbank.com
ldoyle@milbank.com
- and -
Andrew M. Leblanc, Esq.
1850 K Street, NW, Suite 1100
Washington, DC 20006
Telephone: (202) 835-7500
Facsimile: (202) 263-7586
E-mail: aleblanc@milbank.com
Limited Response from Wells Fargo
Wells Fargo Bank, National Association ("Wells Fargo"), as
indenture trustee and collateral agent under the 10% Senior Secured
Notes, filed a reservation of rights and limited response to the
DIP Financing Motion.
Subject to entry of the Final Order, Wells Fargo understands that
(i) the DIP Liens with respect to the Pari Passu Collateral shall
be subordinate and junior to the 10% Liens and the Maximum Pari
Passu Liens and (ii) the Pari Passu Collateral secures the 10%
Liens and the Maximum Pari Passu Liens on an equal and ratable
basis. On this basis, and provided that all of Wells Fargo's rights
are reserved, Wells Fargo does not object to entry of the Interim
Order.
Wells Fargo submitted a reservation of rights and limited response
to make clear that the lack of an objection to the Interim Order
and the Court's approval of the Motion on an interim basis does not
constitute consent by Wells Fargo to the relief requested in the
Motion on a final basis or the DIP Facility. Wells Fargo expressly
does not waive, and instead reserves, any objections, rights, and
remedies of Wells Fargo relating to the Motion and the DIP
Facility.
Wells Fargo is represented by
REED SMITH LLP
Kurt F. Gwynne, Esq.
1201 Market Street, Suite 1500
Wilmington, DE 19801
Telephone: (302) 778-7500
Facsimile: (302) 778-7575
E-mail: kgwynne@reedsmith.com
- and -
Eric A. Schaffer, Esq.
Luke A. Sizemore, Esq.
225 Fifth Avenue, Suite 1200
Pittsburgh, PA 15222
Telephone: (412) 288-3131
Facsimile: (412) 288-3063
E-mail: eschaffer@reedsmith.com
lsizemore@reedsmith.com
* * *
The Debtors' $1.7 billion of outstanding indebtedness includes $650
million in aggregate principal outstanding under 10% senior secured
notes issued by Molycorp Inc., which mature on June 1, 2020, and
governed by an indenture with Wells Fargo Bank, N.A., the indenture
trustee. Holders of more than 70% of the 10% Senior Secured Notes
have signed a restructuring support agreement that provides that
the Debtors will file a plan that calls for holders of the Debtors'
$650 million in 10% senior secured notes to have their debt
exchanged for a majority equity stake in reorganized Molycorp.
Molycorp has obtained commitments from a group of its 10% senior
secured noteholders, led by JHL Capital Group, JMB Capital Partners
and QVT Financial LP, for up to $225 million in gross proceeds of
debtor-in-possession (DIP) financing, subject to Court approval,
which will be used to support operations during the Chapter 11
period.
The Debtors are parties to two senior secured term loans and a
sale-leaseback financing arrangement, all with affiliates of and
funds managed by Oaktree:
* There is $52 million in aggregate principal amount of
indebtedness as of the Petition Date pursuant to a term loan
facility provided under a credit agreement dated Sept. 11, 2014
("Parent Credit Agreement") entered into by Molycorp Inc. with OCM
MLYCo CTB Ltd., an affiliate of Oaktree, as administrative agent
and first priority collateral agent;
* There is $62.3 million in aggregate principal amount of
indebtedness outstanding pursuant to a term loan facility provided
under a credit agreement dated Sept. 11, 2014 ("Magnequench Credit
Agreement"), entered into by debtor Magnequench, Inc., with OCM, as
administrative agent and first priority agent.
* Molycorp Minerals and entered into an equipment lease
agreement which provided for Molycorp Minerals to lease back
Mountain Pass equipment from OCM pursuant to a five-year term,
which deal requires quarterly rent payments and a balloon payment
of $179.9 million at the end of the lease term.
Oaktree submitted a DIP financing proposal to the Debtors. But the
Debtors selected the proposal provided by the holders of the 10%
Senior Secured Notes.
About Molycorp
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as claims and noticing agent.
MOLYCORP INC: Wants Until Aug. 24 to File Schedules
---------------------------------------------------
Molycorp, Inc., and its affiliated debtors are asking the U.S.
Bankruptcy Court for the District of Delaware to enter an order (i)
setting a deadline of 60 days after the Petition Date by which the
Debtors must file their respective (a) schedules of assets and
liabilities, and executory contracts and unexpired leases, and
statements of financial affairs, and (b) initial reports of
financial information in respect of entities in which the Debtors
hold a controlling or substantial interest, as required by
Bankruptcy Rule 2015.3 (the "Rule 2015.3 Reports") and (ii) waiving
the requirement to file the list of equity security holders of the
Debtors.
In seeking an extension until Aug. 24, 2015, Edmon L. Morton, Esq.,
at Young Conaway Stargatt & Taylor, LLP, explains that Completing
the Schedules and Statements requires the Debtors to collect,
review and assemble a substantial amount of information. The
Debtors' businesses are a large and complex enterprise, with
thousands of creditors and other parties-in-interest. In addition,
the financial information of the Debtors -- such as accounts
payable and receivable -- is not kept in a centralized location,
but instead must be gathered on a location-by-location basis from
the Debtors' five United States locations, the Debtors' Canadian
operational facilities and the Debtors' executive offices in
Toronto, Ontario.
About Molycorp
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as claims and noticing agent.
NII HOLDINGS: Exits Chapter 11 Reorganization Proceedings
---------------------------------------------------------
NII Holdings, Inc. on June 26 disclosed that it has satisfied the
conditions to the effectiveness of the First Amended Joint Plan Of
Reorganization of the Company and certain of its subsidiaries that
was confirmed by the United States Bankruptcy Court for the
Southern District of New York on June 19, 2015 and has successfully
emerged from its Chapter 11 reorganization proceedings.
"This is an important day for NII Holdings and all of our
creditors, employees and customers," said Steve Shindler, NII
Holdings' chief executive officer. "Working through the
reorganization process has been challenging for all of our
stakeholders, but we have emerged as a more streamlined and focused
organization with a strong balance sheet and a healthy liquidity
position. We will concentrate our future investments in Brazil
where we see a promising long-term growth opportunity, while
remaining focused on reducing expenses and maintaining a lean cost
structure. We believe this is the best long-term strategy to
create value for our stakeholders."
Under the Plan, a new Board of Directors of NII consisting of seven
directors was created at the time the Plan became effective.
Currently the directors include CEO Steven Shindler, Kevin Beebe,
James Continenza, Howard Hoffmann, Ricardo Knoepfelmacher and
Christopher Rogers with one director vacancy that is expected to be
filled in coming weeks. Additional information regarding our
directors is included on the Company's website at
http://www.nii.com/boardofdirectors.html
Under the Plan, approximately 100 million shares of NII Holdings'
new common stock and $745 million in cash will be distributed to
holders of senior notes issued by the Company's subsidiaries, NII
Capital Corp. and NII International Telecom S.C.A. The Company has
applied to list the shares of NII Holdings' new common stock on the
NASDAQ Stock Exchange. It is expected that the conditions to that
listing will be satisfied in coming weeks, at which time the shares
are expected to trade under its former ticker symbol "NIHD".
Pending the completion of this listing process, the shares of NII
Holdings new common stock are expected to be traded on the
over-the-counter (OTC) market. Shares of NII Holdings' common
stock outstanding at the time the bankruptcy proceedings commenced
have been canceled and holders of those shares will receive no
distributions under the Plan.
The Company is expecting to host a quarterly conference call to
announce its second quarter results in August. The Company does
not plan to issue financial guidance or other information regarding
its projected financial results other than that reported in its SEC
Filings.
About NII Holdings, Inc.
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014. The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.
The Debtors tapped Jones Day's Scott J. Greenberg, Esq. and Michael
J. Cohen, Esq., as counsel and Prime Clerk LLC as claims and
noticing agent. NII Holdings disclosed $1.22 billion in assets and
$3.068 billion in liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The panel is represented by Kenneth H. Eckstein, Esq. and Adam C.
Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman
Carson Consultants LLC is the panel's information agent.
* * *
NII Holdings Inc., et al., and the Official Committee of Unsecured
Creditors are proposing a reorganization plan that they say provide
a clear path for the Debtors' expeditious emergence from Chapter 11
in a manner that preserves the going concern viability of the NII
Holdings' non-debtor affiliates, avoids the costly, protracted
litigation of a morass of claims and maximizes value for all
stakeholders.
On Jan. 26, 2015, the Debtors reached an agreement for the sale of
their operations in Mexico, operated by non-debtor Comunicaciones
Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875
billion, subject to adjustments. The sale transaction was approved
on March 23, 2015. The sale was completed April 30, 2015.
As a result of the sale transaction, the Debtors on March 13, 2015,
filed the First Amended Plan, which provides improved recoveries
and recoveries that include cash distributions. The Amended Plan
is co-sponsored by the Creditors Committee.
NN INC: Moody's Retains B2 CFR on Follow-On Stock Offering
----------------------------------------------------------
Moody's Investors Service said that NN, Inc.'s announcement that it
will receive gross proceeds of approximately $158 million from its
follow-on stock offering (excluding any related to the
overallotment option) and apply a portion towards debt repayment is
credit positive. However, this transaction does not currently
impact NN's ratings, including its B2 Corporate Family Rating and
B2 senior secured term loan rating.
NN, headquartered in Johnson City, Tennessee, is a global
manufacturer of metal bearing, plastic, rubber and precision metal
components. Pro forma revenues for 2014 were about $660 million.
NURSES' REGISTRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nurses' Registry and Home Health Corporation
101 Venture Court, Suite 1A
Lexington, KY 40511
Case No.: 15-51278
Nature of Business: Health Care
Chapter 11 Petition Date: June 26, 2015
Court: United States Bankruptcy Court
Eastern District of Kentucky (Lexington)
Judge: Hon. Gregory R. Schaaf
Debtor's Counsel: Amelia M. Adams, Esq.
DELCOTTO LAW GROUP PLLC
200 North Upper Street
Lexington, KY 40507
Tel: (859) 231-5800
Email: aadams@dlgfirm.com
- and -
Laura Day DelCotto, Esq.
DELCOTTO LAW GROUP PLLC
200 North Upper St
Lexington, KY 40507
Tel: (859) 231-5800
Fax: (859) 281-1179
Email: ldelcotto@dlgfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Vicki S. House, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kyeb15-51278.pdf
NURSES' REGISTRY: Files for Bankruptcy
--------------------------------------
Nurses' Registry and Home Health Corp. filed for bankruptcy on June
26 in Kentucky.
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that the prominent Kentucky health-care company that once
featured University of Kentucky basketball coach John Calipari in
its TV ads filed for bankruptcy protection in the face of
accusations from Medicare officials that it paid illegal kickbacks
to doctors. According to the report, the company demanded that
Medicare officials release $1 million in payments for health-care
services it provided.
NXT CAPITAL: Moody's Affirms B2 CFR & Revises Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
senior secured ratings of NXT Capital, Inc. and revised its rating
outlook to positive from stable.
RATIONALE
Moody's revised NXT's rating outlook to positive to reflect the
firm's profitable operations, disciplined growth, well managed
asset quality, and strong capital position. During the past two
years, NXT has pursued reasonable and balanced growth in its
corporate finance, commercial real estate finance and equipment
finance segments, extending its record of profitable operations,
though like other commercial lenders, its net interest margin has
narrowed in response to competitive conditions. NXT's rating
constraints include its reliance on secured funding, modest
alternate liquidity, and competitive disadvantages versus more
established finance companies and regional banks.
NXT has lengthened its operating track record, reinforcing its
modest but sustainable franchise positioning in mid-market
commercial finance. The company's business proposition is based on
the expertise and prior operating experience of management, as well
as the company's network of relationships with transaction sponsors
and other financial institutions from which it sources new lending
opportunities. However, NXT is disadvantaged in comparison to
larger, more established banks and finance companies in terms of
the breadth of business opportunities it can competitively pursue
and the market capital that it can efficiently access.
NXT has demonstrated good asset quality performance as its
portfolio seasoned over the past few years. As with other lenders,
this is partially a function of originating loans during a period
of economic recovery. NXT's credit risk appetite is appropriately
measured based on its strong underwriting bias for first lien
senior secured lending and good industry and geographic
diversification. Moody's considers it possible that competitive
pressures could result in NXT expanding its risk appetite for more
highly levered "stretch" senior secured and second lien loans and
larger loan transactions. Outsized growth in such loan volumes
would be a ratings constraint.
NXT maintains reasonable leverage for its mix of business, with its
ratio of tangible common equity to tangible assets measuring a
healthy 27.3% at the end of the March quarter. Moody's expects
that NXT's leverage will gradually increase within an appropriate
range as it deploys capital towards portfolio growth and to address
current pressures on return on equity profitability.
NXT employs multiple long-term funding sources, which results in
manageable near-term refinancing risk. However, the company's
alternate liquidity is modest, including availability under secured
credit facilities, undrawn equity commitments, and unrestricted
cash. Additionally, NXT has encumbered almost all earning assets,
which reduces financial flexibility.
NXT's ratings could be upgraded if the company continues to
demonstrate solid asset quality and operating performance over the
intermediate term, while maintaining strong capital buffers.
Diversification of funding that reduces the firm's reliance on
secured funding and an increase in alternate liquidity would also
strengthen prospects for higher ratings.
Ratings could be downgraded if NXT's asset quality performance and
profitability deteriorates unexpectedly, leverage increases
significantly, or growth materially accelerates.
NXT, with total assets of $3.4 billion at March 31, 2015, is a
provider of financing to US middle market companies as well as
commercial real estate investors.
The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.
ONE SOURCE: Hires Harper & Pearson as Accountants
-------------------------------------------------
One Source Industrial Holdings, LLC and its debtor-affiliates seek
authorization from the Hon. Russell F. Nelms of the U.S. Bankruptcy
Court for the Northern District of Texas to employ Harper & Pearson
Company, P.C. as accountants for the Debtors, effective April 17,
2015.
The Debtors require Harper & Pearson to:
(a) prepare 2014 federal and requested state income tax returns
for Holdings and its wholly-owned subsidiaries, Dynamic and
Dynamic Rental, which are included in Holdings' returns;
(b) prepare 2014 federal and requested state income tax returns
for Industrial and its wholly-owned subsidiary, Industrial
Services, which is included in Holdings' return;
(c) review the consolidated balance sheet of the Debtors and
the Operating Affiliates, and the related consolidated
statement of operations, changes in members' equity and
cash flows for the year ending December 31, 2014;
(d) issue an Accountant's Report for the year ending December
31, 2014 based on its review of the consolidated balance
sheet in accordance with Statements on Standards for
Accounting and Review Services issued by the American
Institute of Certified Public Accountants.
Harper & Pearson will be paid at these hourly rates:
Paul Bonnington $418
Guy Tabor $413
Kelley Cooney $302
Shareholders $316-$439
Principals $302
Senior Managers $294
Managers $268
Supervisors $246
Seniors $204
Staff $172
Administrative Staff $70-$139
Harper & Pearson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Paul Bonnington, shareholder of Harper & Pearson, 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.
Harper & Pearson can be reached at:
Paul Bonnington
HARPER & PEARSON COMPANY, P.C.
One Riverway, Suite 1900
Houston, TX 77056
Tel: (713) 579-2312
E-mail: pbonnington@harperpearson.com
About One Source Industrial
One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability 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. 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) on Dec. 16, 2014. One Industrial
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-400038) on Jan. 4, 2015.
Judge Russell F. Nelms presides over the Holdings' case. J. Robert
Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok,
LLP, represents the Debtors. The Debtors tapped EJC Ventures LP as
financial consultant.
The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.
The U.S. Trustee appointed five creditors to serve on the official
committee of unsecured creditors.
ORLANDO GATEWAY: Files Schedues of Assets and Liabilities
---------------------------------------------------------
Orlando Gateway Partners filed with the U.S. Bankruptcy Court for
the Middle District of Florida schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $9,184,163
B. Personal Property $2,250
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $53,691,437
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $512,779
----------- -----------
Total $9,186,413 $54,204,216
Copies of the schedules are available for free at:
http://bankrupt.com/misc/OrlandoGateway_22_SAL.pdf
http://bankrupt.com/misc/OrlandoGateway_30_SAL.pdf
About Orlando Gateway
Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case
No. 15-03447 and 15-03448, respectively) on
April 20, 2015. Chittranjan Thakkar, the manager, signed the
petitions.
Orlando Gateway, Orlando Sentinel states, is a $500 million
retail and residential complex -- which includes two restaurants,
a Bonefish Grill and Carraba's, and plans for additional
commercial and residential build out -- near Orlando
International Airport.
Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt while Orlando Gateway estimated
at least $10 million in assets and debt.
The Debtors are represented by Kenneth D Herron, Jr., Esq.,
at Wolff, Hill, McFarlin & Herron, P.A.
According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due Aug. 18, 2015.
OW BUNKER: Sued by Danish Investors for $120 Million
----------------------------------------------------
Reuters reported that a group of Danish investors have sued OW
Bunker for 800 million Danish crowns (US$120 million) for
misleading them in its initial public offer, after the ship fuel
supplier filed for bankruptcy just months after listing.
According to the Reuters report, the 27 institutions, including two
of the largest pension funds in Denmark, ATP and PFA, with assets
of more than $165 billion, filed two lawsuits.
The first case is against OW Bunker, its management and Altor
Funds, the private equity fund that owned the company before
listing it, regarding their responsibility for drawing up the
prospectus for the flotation in March 2014, while the second
lawsuit charged that OW Bunker failed to disclose information in a
timely manner as per stock exchange rules, Reuters related.
About O.W. Bunker
OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.
On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker
Supply & Trading A/S in an in-court restructuring procedure with
the probate court in Aalborg, Denmark. By Nov. 7, 2014, the Danish
entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark
A/S, and Dynamic Oil Trading A/S) were placed under formal Danish
bankruptcy (liquidation) proceedings in the Aalborg probate court.
The company declared bankruptcy following its admission that it
had
lost US$275 million through a combination of fraud committed by
senior executives at its Singaporean unit.
The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W.
Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case
Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014.
The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken,
Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is
the financial advisor.
The Office of the United States Trustee formed an official
committee of unsecured creditors of the Debtors on Nov. 26, 2014.
The Committee tapped Hunton & Williams LLP as its attorneys.
PEREGRINE FINANCIAL: U.S. Bank to Pay $44.5M to Settle Litigation
-----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that U.S. Bancorp's U.S. Bank will pay Peregrine Financial
Group Inc.'s former customers $44.5 million to settle litigation
over the bank's alleged role in the multimillion-dollar fraud that
brought down the brokerage.
According to the report, the deal, filed in U.S. Bankruptcy Court
in Chicago, resolves litigation brought by former Peregrine
customers alleging that U.S. Bank enabled a fraud in which
Peregrine founder Russell Wasendorf Sr. plundered more than $215
million from brokerage customers over nearly two decades. The bank
has said it wasn't aware of the fraud and was a victim of the fraud
itself, the report related.
About Peregrine Financial
Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.
Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets. The firm put itself into bankruptcy
liquidation in Chicago later the same day. The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated." The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).
Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9,
2012.
The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.
Peregrine Financial is the regulated unit of the brokerage
PFGBest.
PRODUCTION RESOURCE: Moody's Lowers CFR to Caa2, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded Production Resource Group,
Inc.'s Corporate Family Rating to Caa2 from Caa1, Probably of
Default Rating (PDR) to Caa2-PD from Caa1-PD, and the rating for
its senior notes to Caa3 from Caa2. The rating outlook has been
changed to negative from stable reflecting a deterioration in
liquidity and the upcoming maturity of senior secured credit
facilities.
According to Moody's analyst David Berge, "Considering Production
Resource's growth and investment plans, near term refinancing
hurdles and tightening liquidity will add substantially to the
company's risk profile."
Issuer: Production Resource Group, Inc.
Downgrades:
Corporate Family Rating, downgraded to Caa2 from Caa1
Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD
Senior Unsecured Regular Bond/Debenture May 1, 2019, downgraded to
Caa3 (LGD5) from Caa2 (LGD5)
Outlook Actions:
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
PRG's CFR was lowered to Caa2 in recognition of weak operating
performance that coincides with an increase in debt-financed
capital spending and acquisitions. Additionally, the near term
maturity of the company's $250 million ABL facility (not rated by
Moody's), which terminates in April 2016, presents a significant
challenge to the company, particularly at a time when liquidity has
tightened due to aggressive investments in acquisitions and
equipment. Moody's estimates that cash generated by operations
will be inadequate to cover the substantial capital expenditure
levels, which the company considers to be a key initiative to
improve operations. Specifically, PRG is undertaking investments
in lease equipment used in its events staging activities, with the
objective of improving operating margins over the long run as the
company reduces expensive sub-rental fees. This has resulted in
accelerated negative free cash flow, which will likely continue
over the next few years and will require increasing levels of debt
to fund cash shortfalls. The company has used borrowings under its
$250 million ABL facility to fund these investments over the past
year. The company has addressed heavy use of its revolver to fund
investments in the past, having essentially repaid all ABL
borrowings in July 2014 through proceeds from a new term loan
facility due July 2019 (not rated by Moody's). However, since
then, the company has aggressively re-drawn on its $250 million ABL
to fund over $90 million in acquisitions as well as a $50 million
free cash flow shortfall. As a result, the company currently has
only $106 million available under the ABL facility as of May 2015.
Additional capital spending and recent acquisitions have resulted
in steadily increasing debt levels. Pro forma for recent
acquisitions, total debt stood at $816 million (including Moody's
standard adjustments) as of March 31, 2015, which represents
approximately 124% of LTM revenue, and a 20% increase over prior
year levels. As a result, credit metrics no longer support a Caa1
rating given the company's unpredictable revenue streams and
liquidity concerns. Moody's estimates PRG's debt to EBITDA of
almost 7 times (Moody's adjusted), while EBITA to interest is
estimated to be well below 1 time, and retained cash flow to debt
is approximately 4%.
The company's existing $250 million ABL will mature on April 15,
2016. If not re-financed by the ABL maturity date, an accelerated
repayment date of July 15, 2016 will be triggered for the $150
million term loan. The company has announced plans to negotiate an
extension on the revolver, possibly in the second half of 2015,
which will alleviate immediate re-financing concerns. However, if
the company were to fail to arrange a refinancing in that time
frame, PRG's risk profile would heighten considerably, with an
increased possibility that the company would pursue a distressed
exchange of its $400 million of senior unsecured notes due 2019,
which Moody's would consider an event of default.
The negative outlook reflects concerns that, as PRG continues
capital spending at high levels, the company's liquidity condition
will be further stressed, resulting in diminishing availability
under the ABL facility. Such deterioration in liquidity would
limit the company in its ability to continue to invest in equipment
vital to its operational restructuring plan, which would create
difficulties in meeting operating or debt service requirements over
the next 12-18 months. A stable outlook would require the company
to extend the maturity of its revolver at approximately its current
size, while restoring robust availability as a source of
liquidity.
The ratings could be lowered if PRG's operating performance further
deteriorates, or if it fails to adequately address near term
maturities in a manner that does not involve a distressed exchange
of debt.
While a ratings upgrade is unlikely, higher ratings could be
considered if PRG can demonstrate greater stability in its revenue
base at strengthening operating margins, which would illustrate
successful implementation of its growth and asset management
strategies. A return to positive free cash flow with reduced
reliance on the revolver would be important for higher rating
consideration, along with sustained credit metrics such as debt to
EBITDA of below 6.5 times and EBITA to interest in excess of 1
time.
Production Resource Group, Inc. is a provider of entertainment
technology solutions to the live event industry. The company is
majority-owned by The Jordan Company (The Resolute Fund II). PRG
reported $575 million of revenue for the twelve months ended
March 31, 2015.
PRONERVE HOLDINGS: Has Until Sept. 22 to Decide on Office Lease
---------------------------------------------------------------
The Hon. Kevin J. Carey of the Bankruptcy Court District of
Delaware extended until Sept. 22, 2015, Pronerve Holdings, LLC, et
al.'s time to assume or reject an office lease. John H. Schanne
II, Esq., at Pepper Hamilton LLP, counsel for the Debtors, filed a
certificate of no objection regarding the motion of the Debtors.
About ProNerve Holdings
Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado. ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM")
services to health systems, acute care hospitals, specialty
hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.
ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for
a credit bid of $35 million.
The cases are assigned to Judge Kevin J. Carey.
The Debtors filed a Chapter 11 plan of liquidation
and accompanying disclosure statement, following the sale of
substantially all of the Debtors' assets to SpecialtyCare IOM
Services LLC in a $35 million debt-for-equity swap.
The combined Plan and Disclosure Statement provides for the
proceeds from the Debtors' assets already liquidated or to be
liquidated over time to be distributed to holders of allowed
claims.
The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.
QUECHAN TRIBE: Fitch Affirms 'B-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed Quechan Indian Tribe's Issuer Default
Rating (IDR) at 'B-'. In addition, Fitch upgraded Quechan's
approximately $30 million in outstanding tribal economic
development bonds (TED bonds) due 2025 to 'B+/RR2' from 'B/RR3'.
Fitch has also affirmed Quechan's $30 million in governmental
project bonds [general obligation (GO) bonds] at 'B-/RR4'. The
Rating Outlook is Stable.
The tribe also has a credit facility that ranks pari passu to the
TED bonds, which Fitch does not rate, and which is comprised of a
$102 million term loan and $5 million revolver.
The credit facility has additional financial covenants including: a
1.05x fixed-charge coverage test (which includes tribal
distributions), a minimum EBITDA test, maximum capital expenditure
test, and a leverage maintenance test. Additional pari passu
borrowings are not permitted under the credit facility.
Amortization on the term loan is aggressive at roughly $11 million
to $14 million per year.
KEY RATING DRIVERS
The affirmation of Quechan's 'B-' IDR reflects the tribe's stable
credit profile and more prudent fiscal management since the current
council took office in 2011. These factors are offset by limited
financial flexibility and continued weakness in the operating
environment. Quechan's casino enterprise's debt/EBITDA and
EBITDA/debt service ratios for the latest 12-month (LTM) period
ending March 31, 2015 are 3.1x and 1.8x, respectively, or 3.9x and
1.7x when including the tribe's GO bonds. The debt/EBITDA ratios
have improved somewhat over the past year with term loan
amortization offsetting slight EBITDA declines. The amortization
did weaken debt service coverage ratios, which were in the
2.5x-3.0x range prior to the term loan issuance.
Liquidity is solid with the unrestricted cash at the tribal level
providing for roughly 12 months of operations without any further
distributions from the casino operations. Available liquidity on
the casino side is minimal but adequate for operating needs when
taking into account the healthy free cash flow (FCF) at the casino
enterprise before distributions to the tribe and the credit
facility covenants that limit tribal distributions based on cash
flow. There are no near-term maturities with the exception of the
sizable term loan amortization payments of $11 million - $14
million per year. The TED bond and GO bond principal repayments
are relatively immaterial until 2017 and 2018, respectively, when
amortization payments begin to kick in at $2 million - $2.5 million
each per year. This provides the tribe more financial flexibility
in the near term as it pays down the term loan.
Fitch expects unrestricted cash levels for the tribe to remain
stable even in light of the accelerated amortization of the term
loan and future mandatory sinking payments of the TED/GO bonds.
This assumes stable casino profitability, relatively low amount of
casino capital expenditures, and tribal expenditures slightly less
than experienced in 2013 to reflect recent cost saving initiatives.
This also assumes no investment income, although this has been a
significant source of income for the tribe in prior years.
While Fitch forecasts Quechan's reserves to remain stable, there is
little headroom for deterioration in casino operating performance
in terms of the casino transfers being able to cover the tribe's
governmental budget. Quechan's current leadership is committed to
maintaining or growing its reserves, which is in contrast to four
to five years ago when the risk of the tribe depleting its reserves
was a more serious risk.
A reduction in governmental spending was spearheaded by a largely
new tribal council that took office in 2011. A majority of the
council members were re-elected in 2014, however the election was
contested and a re-vote was called for in June 2015, resulting in
some turnover including a new President. Fitch will continue to
monitor the tribal council elections and the potential for
political turnover is reflected in the current IDR.
Positive rating pressure is limited at this time given the
near-term headwinds despite the credit metrics being strong
relative to the 'B-' IDR. The headwinds include the weak Yuma, AZ
operating environment. Negative trends have not yet stabilized at
Quechan's casinos, with revenues and EBITDA declining 3% and 14% in
2014, respectively. In 1Q'15 the revenue decline slowed to 1% and
EBITDA rose 9%, thanks in part to the more efficient market
strategy of a new casino management team that was put in place
earlier this year. Fitch remains cautious on revenue trends in the
Yuma region given the consistently high unemployment rates.
Fitch forecasts Quechan to remain in compliance with the amended
covenants through Fitch's forecasted period as EBITDA stabilizes
and the term loan continues to amortize at an accelerated pace,
helping to decrease leverage. The tribe amended its credit
agreement as it was above the leverage covenant threshold for the
period ending June 30, 2014. The minimum EBITDA covenant was also
at risk of being violated.
TRANSACTION RATINGS
The one-notch upgrade of the TED bonds reflects Fitch's adjustment
of the soft cap from a RR3 (+1 notch from the IDR) on Native
American gaming issue ratings to a RR2 (+2 notches). The sample
size of Native American restructuring workouts is growing. The
recoveries have generally been consistent with those seen in the
broader corporates universe, although the workout mechanism for
tribal credits is largely limited to debt-for-debt exchanges. The
soft cap is intended to reflect the limited sample size of workout
situations in this subsector and the risks unique to Native
American finance (mainly sovereign risk and the lack of bankruptcy
option).
Fitch views prospects for the TED bonds in terms of probability of
default and recovery in case of default as distinctly better
relative to the GO bonds. This is because the TED bonds are backed
by casino revenues, whereas the GO bonds are not. The revenue
pledge is strengthened by a trustee-controlled flow of funds that
ensures the bond debt service is paid prior to any tribal
distribution. The flow of funds is sprung if coverage falls below
1.65x. As of March 31, 2015, coverage of debt service was at
1.84x. This mechanism allows Fitch to partially segregate the
credit risk of the casino operations from the tribe, which has a
weaker credit profile. (There are no cross default provisions
between casino revenue backed debt and the GO bonds).
However, the tribal credit profile is still heavily factored into
the TED bond ratings, since significant distress on the tribal side
may potentially force the TED bondholders or lenders to make
concessions to allow the tribe to maintain adequate liquidity and
critical governmental services. The tribe does maintain a debt
service reserve fund for the benefit of the GO bonds.
RATING SENSITIVITIES
Positive: Future developments that in some combination could lead
to positive rating actions include:
-- Casino level debt/EBITDA declining and remaining below 3x
and 3.5x including the GO bonds;
-- Tribe maintaining prudent fiscal management practices (i.e.
adjusting governmental spending to match casino
distributions and other revenue sources);
-- Quechan maintaining or increasing tribal cash reserves.
Reserves can currently sustain roughly twelve months of
operations without additional casino distributions.
-- Comply with the credit agreement's financial covenants.
Negative: Future developments that in some combination could lead
to negative rating action include:
-- Casino level debt/EBITDA ratio exceeding 4.0x (4.5x with GO
bonds) for an extended period of time;
-- Tribe deviating from prudent fiscal management (e.g.
increases per cap payments at expense of depleting tribal
reserves, aggressive capital expenditure policy);
-- Tribal reserves declining to a point that the tribe can only
cover about six months of operations without casino
distributions. The tribe's cash position fluctuates
seasonally (first quarter being the highest point);
therefore, there is some room for dips in cash levels during
the low months (summer);
-- Tribe having difficulty obtaining waiver(s) in case of
breaching financial covenants.
KEY ASSUMPTIONS
-- Fitch projects low single-digit revenue declines reflecting
continued weakness in the Yuma, AZ operating environment.
-- EBITDA margin expands in the near-term through more
efficient cost strategy put in place by the new casino
management team.
-- No additional debt raised through the forecast period and
continued pay down of the term loan through the scheduled
amortization payments.
-- Tribal distribution levels consistent with the past few
years and relatively low amounts of casino capital
expenditures.
FULL LIST OF RATING ACTIONS
Fitch takes these rating actions:
Quechan Indian Tribe
-- Long-term IDR affirmed at 'B-';
-- Tribal economic development bonds upgraded to 'B+/RR2' from
from 'B/RR3';
-- Governmental Project Bonds affirmed at 'B-/RR4'.
RADIOSHACK CORP: Debtors' Names Changed to Legacy Corp., et al.
---------------------------------------------------------------
Radioshack Corporation, et al., notified the U.S. Bankruptcy Court
for the District of Delaware of their change of name.
On June 22, 2015, the Debtors filed the appropriate documentation
to change their names as:
New Name Former Name
-------- -------------
RS Legacy Corporation RadioShack Corporation
RS Legacy Customer Service LLC RadioShack Customer Service LLC
RS Legacy Global Sourcing RadioShack Global Sourcing
Corporation Corporation
RS Legacy Global Sourcing RadioShack Global Sourcing
Limited Partnership Limited Partnership
RS Legacy Global Sourcing, Inc. RadioShack Global Sourcing, Inc.
RS Legacy Finance Corporation Tandy Finance Corporation
RS Legacy Holdings, Inc. Tandy Holdings, Inc.
RS Legacy International Tandy International Corporation
Corporation
As reported in the Troubled Company Reporter on June 29, 2015,
RadioShack Corporation on June 22, 2015, filed a Certificate of
Amendment to the Company's Restated Certificate of Incorporation,
as amended, to change its name from RadioShack Corporation to RS
Legacy Corporation. The Amendment was adopted in accordance with
Section 303 of the General Corporation Law of the State of Delaware
and under an order by the Bankruptcy Court in the Chapter 11
cases.
The Company filed the amendment with the Secretary of State of the
State of Delaware, and the Amendment became effective on June 22,
2015.
The change of corporate name was effected to satisfy one of the
Company's obligations under the Purchase Agreement, dated May 15,
2015, between the Company, other sellers party thereto and General
Wireless Operations Inc. relating to the sale of the Company's
brand name and customer data.
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack (OTCMKTS: RSHCQ) --
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.
The bankruptcy case is assigned to Judge Brendan L. Shannon.
* * *
In March 2015, Judge Shannon authorized RadioShack to sell about
1,700 of its stories to a unit of New York hedge fund Standard
General. The buyer outlasted RadioShack's largest creditor, Salus
Capital Partners, in the auction for the stores. The winning bid
by Standard General's unit, General Wireless Operations Inc., is
valued at about $160 million. Salus offered $129 million cash bid.
Other RadioShack locations will be closed.
In June 2015, RadioShack won Bankruptcy Court approval to sell to
General Wireless the Company's brand name and customer data for
$26.2 million in cash and the assumption of specified liabilities.
RadioShack also offloaded other assets and locations abroad. The
Company sold its Mexican business to retailer Grupo Gigante for
$31.8 million. Gigante acquired RadioShack de Mexico, including
251 stores, brands and trademarks, via Gigante's unit Office Depot
de Mexico.
On June 12, 2015, RadioShack filed a bankruptcy liquidation plan
explaining how its remaining assets will be distributed.
RadioShack also changed its name to "RS Legacy Corporation" as part
of the sales to General Wireless.
Standard General is represented in the case by Debevoise & Plimpton
LLP's Jonathan E. Levitsky, Esq.
Salus is represented by Anthony W. Clark, Esq., and Jason M.
Liberi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Wilmington, Delaware; and Jay M. Goffman, Esq., Mark A. McDermott,
Esq., and Christine A. Okike, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York.
RADIOSHACK CORP: Has Exclusive Right Until July 6 to File Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended RS
Legacy Corporation, formerly known as RadioShack Corporation, et
al.'s time to file a chapter 11 plan until
July 6, 2015, and solicit acceptances for that plan until Sept. 4.
As reported in the Troubled Company Reporter on June 16, 2015,
Dawn McCarty, writing for Bloomberg News, reported that RadioShack
Corp. has filed a bankruptcy liquidation plan explaining how the
remaining assets of the once-iconic, Fort Worth-based consumer
electronics retailer will be distributed.
According to the report, the plan follows the sale of about 1,700
of the chain stores -- well as the rights to its name -- to
a unit of the New York hedge fund Standard General. The plan filed
on June 12 in U.S. Bankruptcy Court in Delaware covers what's left
of the company's estate, including some warehouses that are being
sold, the report related. It doesn't include specific distribution
amounts, but general unsecured creditors and other claimholders
will get a pro rata share of the assets remaining in a liquidating
trust, the report added.
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.
RADIOSHACK CORP: Moves Toward Broad Resolution with Creditors
-------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
the former RadioShack Corp. and its creditors have opted to pursue
a "broad peace treaty," agreeing to put off a fight over a
contentious motion to abandon the electronics retailer's
restructuring efforts in favor of a chapter 7 liquidation.
According to the Journal during a hearing on June 25 at the U.S.
Bankruptcy Court in Wilmington, Del., Gregory Gordon, a lawyer for
the former RadioShack, said progress had been made in negotiations
with creditors and that he hoped to present Judge Brendan Shannon
with a comprehensive settlement at a hearing in July.
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack (OTCMKTS: RSHCQ) --
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.
The bankruptcy case is assigned to Judge Brendan L. Shannon.
REICHHOLD HOLDINGS: July 10 Set as 2nd Admin. Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
July 10, 2015, at 5:00 p.m., as the second administrative claims
bar date in the Chapter 11 cases of Reichhold Holdings US, Inc., et
al.
All proofs of claim must be filed at:
Logan & Company Inc.
Attn: Reichhold Holdings U.S. Inc.
546 Valley Road
Upper Montclair, NJ 07043
About Reichhold
Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets. Reichhold -- http://www.Reichhold.com/-- has
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.
As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.
Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.
Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.
Logan & Company is the company's claims and noticing agent.
The cases are assigned to Judge Mary F. Walrath.
The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.
On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed. This transaction,
approved by the Delaware Bankruptcy Court on January 12, 2015,
allows Reichhold's U.S. businesses to successfully emerge from
bankruptcy and re-join the rest of the global Reichhold
organization. Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.
On April 1, 2015, the U.S. Trustee named three non-union retirees
of Debtors to serve as the official Non-Union Retiree Committee.
Each of the Retiree Committee members is receiving retiree welfare
benefits from one or more of the Debtors. The Retiree Committee
tapped the law firm of Stahl Cowen Crowley Addis LLC as its
counsel.
RGL RESERVOIR: S&P Lowers CCR to 'CCC+', Off CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based oilfield services
company RGL Reservoir Management Inc. to 'CCC+' from 'B'. Standard
& Poor's removed the rating from CreditWatch with negative
implications, where it had been placed May 20, 2015. The outlook
is negative.
At the same time, Standard & Poor's lowered its issue-level rating
on the company's US$301 million first-lien term loan (currently
US$299.5 million; the facility which also includes a US$75 million
revolver) to 'CCC' from 'B'. Standard & Poor's revised the
recovery rating on the debt to '5' from '3'. The '5' recovery
rating indicates S&P's expectation for modest (10% to 30%, at the
upper half of the range) recovery in the event of a default.
Standard & Poor's also lowered its issue-level ratings on RGL's
C$140 million second-lien term loan to 'CCC' from 'CCC+'. The '6'
recovery rating, which is unchanged, indicates S&P's expectation
for negligible (0% to 10%) recovery in the event of a default.
The downgrade reflects S&P's expectations that RGL's annual EBITDA
for 2015 will not fully fund the company's annual financial
commitments (about C$40 million-$45 million). S&P expects RGL's
cash balance to decline as it funds its obligations and runs out of
liquidity in the next 12-18 months. S&P also expects RGL's credit
measures to remain highly leveraged over the next 12 months. "We
believe the company cannot access the revolver for additional
liquidity because any incremental borrowings will trigger the
financial covenant, which we believe the company would not meet,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.
S&P's assumptions do not include any financial support from the
company's financial sponsors, Advent International Corp.
RGL is a small Calgary-based oilfield service company that
generates majority of its revenue from Canada. It has a leading
arket position in providing slotted and seamed liners in the
Western Canadian Sedimentary Basin (WCSB); and provides other
products to enhance oil recovery in the heavy oil industry.
The negative outlook reflects S&P's view that RGL's liquidity will
continue to deteriorate as the company's financial commitments for
2015 and 2016 will exceed EBITDA generation; S&P expects the
company will be able to fund its commitments for the next 12-18
months based on its EBITDA generation and available cash balances.
S&P could lower the rating if liquidity deteriorated, most likely
due to continuing weak market conditions, and S&P believed that RGL
could default in the next 12 months. Under S&P's base-case
scenario, it expects the company would need additional liquidity of
C$20 million-C$25 million annually in addition to its internally
generated cash flow to meet its financial commitments.
S&P could revise the outlook to stable if the company's operating
performance improves such that EBITDA comfortably covers interest
expenses, debt amortization, and maintenance capital spending
(EBITDA-to-interest coverage at about 1.25x) and liquidity improves
to adequate.
SANTA FE VISTA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Santa Fe Vista, LLC
13520 Evening Creek Drive N, Suite 160
San Diego, CA 92128
Case No.: 15-04237
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: June 26, 2015
Court: United States Bankruptcy Court
Southern District of California (San Diego)
Judge: Hon. Louise DeCarl Adler
Debtor's Counsel: K. Todd Curry, Esq.
CURRY ADVISORS, A PROFESSIONAL LAW CORP CORP.
525 B Street, Suite 1500
San Diego, CA 92101
Tel: 619-238-0004
Fax: 619-238-0006
Email: tcurry@currylegal.com
Total Assets: $4.1 million
Total Liabilities: $382,214
The petition was signed by James Silverwood, authorized agent.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb15-04237.pdf
SARKIS INVESTMENTS: Court Approves Compromise with MSCI
-------------------------------------------------------
Sarkis Investments Company, LLC, sought and obtained from Judge
Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, approval of its
compromise agreement with MSCI 2007-IQ13 Ontario Retail Limited
Partnership.
The settlement involves the sale of the primary asset of the
bankruptcy estate, consisting of parcels of commercial real
property commonly known as 3550 Porsche Way, 3640 Porsche Way, 3660
Porsche Way, 3700 Inland Empire Boulevard, and 3760 Inland Empire
Boulevard, in Ontario, Canada.
The Agreement provides that the Debtor will sell the Property
within a specified time period and pay a discounted payoff plus a
portion of any net sale proceeds in excess of the discounted payoff
to MSCI in full satisfaction of the MSCI Claim. In the event the
Debtor is unable to sell the Property within the specified time
period, the Debtor will surrender the Property to MSCI in full
satisfaction of the MSCI Claim.
MSCI filed a proof of claim in the amount of $28,798,643. MSCI
subsequently reduced the claim amount to $25,940,270.
The Debtor's counsel, Michael T. Delany, Esq., at Baker & Hostetler
LLP, in Los Angeles, California, tells the Court that the
controlled liquidation proposed in the Agreement serves the best
interests of the Estate and its creditors. Mr. Delany says that
based on discussions with its real estate broker, the Debtor
believes that the proposed sales period provides sufficient time to
obtain the highest an d best offer for the Property. He adds that
based on preliminary offers from potential purchasers, the Debtor
believes the ultimate net sale proceeds plus the funds presently
held by the custodian, Patrick Galentine, will be sufficient to pay
all creditors in full, as well as provide for a distribution to
equity.
Pamela Muir, acting Administrator CTA of the Sarkissian Estate and
Trustee for the Sarkissian Trust, filed a declaration in support of
the approval of the compromise.
The Debtor is represented by:
Ashley M. McDow, Esq.
Michael T. Delaney, Esq.
BAKER & HOSTETLER LLP
11601 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90025-0509
Telephone: (310)820-8800
Facsimile: (310)820-8859
Email: amcdow@bakerlaw.com
mdelaney@bakerlaw.com
About Sarkis Investments
Sarkis Investments Company, LLC, filed a Chapter 11
petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.
Sarkis
owns and leases several parcels of commercial real
property in Ontario,California: 3550 Porsche Way; 3640 Porsche Way;
3660 Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire
Blvd.
Judge Robert Kwan presides over the case. Pamela Muir signed
the
petition as manager. The Debtor estimated assets and debts of
at
least $10 million. Ashley M. McDow, Esq., at Baker &
Hostetler,
LLP, serves as the Debtor's counsel.
Patrick Galentine was appointed by a state court as receiver
for
the Debtor's assets. The receiver is represented by Reed
Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.
MSCI 2007-IQ13 Ontario Retail Limited Partnership, which
initiated
the receivership proceedings against Sarkis in state
court, is
represented by Ron Oliner, Esq., at Duane Morris
LLP.
In April 2014, the Debtor filed a Second Amended Reorganization
Plan and disclosure statement. The Debtors seeks to
accomplish
payments under the plan by paying creditors on account
of their
allowed claims in full over time from cash flows
generated from
future operations or the proceeds from the sale
of the Company or
the properties.
SCRB PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SCRB Properties, Inc.
8331 E. Walker Springs Lane, Suite 200
Knoxville, TN 37923
Case No.: 15-51283
Chapter 11 Petition Date: June 28, 2015
Court: United States Bankruptcy Court
Eastern District of Kentucky (Lexington)
Debtor's Counsel: Ronald E. Gold, Esq.
FROST BROWN TODD LLC
2200 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
Tel: (513) 651-6800
Fax: (513) 651-6981
Email: rgold@fbtlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $50 million to $100 million
The petition was signed by Josh Porter, authorized representative.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A copy of the petition is available for free at:
http://bankrupt.com/misc/kyeb15-51283.pdf
SEARS METHODIST: Prosperity Bank's Bid for Stay Relief Granted
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted the motion of Prosperity Bank, as successor lender by
merger to American State Bank, a secured creditor and
party-in-interest in the Sears Plains Retirement Corporation
bankruptcy proceeding, for relief from automatic stay.
The Debtor owned and operated the Mildred and Shirley L. Garrison
Geriatric Education and Care Center in Lubbock, Texas, a senior
residential care facility specializing in the care of individuals
with Alzheimer's disease. Prosperity Bank, as the primary lender
to the Debtor, asserts that it holds first and prior liens on all
of the Debtor's real and personal property and, currently, holds
first and prior liens on all proceeds from the sale of the Garrison
Center, or approximately $6.24 million which occurred during the
course of this bankruptcy proceeding, to secure approximately $8.22
million owing to the bank by the Debtor as of its petition date on
June 10, 2014. The liens extend by express agreement between the
Debtor and Prosperity Bank to all proceeds from any policy of
insurance held by the Debtor, which constitute the bank's cash
collateral. Pursuant to a series of court-approved stipulations,
Prosperity Bank has consented to the Debtor's continued use of
Prosperity Bank's cash collateral during the Debtor's bankruptcy
case.
On April 28, 2014, and prior to the Petition Date, the Debtor
established a certain reserve account at First Financial Bank. The
Reserve Account was opened with a $500,000 transfer from the
Debtor's operating account at Prosperity Bank, into which the
Debtor had previously deposited certain restricted charitable
funds. By May 13, 2014, the Debtor had deposited a total of
$613,719.91 into the Reserve Account. On May 29, 2014, and
approximately 12 days prior to the Petition Date, a certain wire
transfer of $249,417.91 was deposited into the Reserve Account from
McDonough & Company, LLC, an insurer of the Debtor. The
$249,417.91 in funds represented payment of a claim on a policy of
insurance which McDonough & Company had issued to the Debtor.
Between June 10, 2014, and Jan. 31, 2015, the Reserve Account had
generally maintained a balance of approximately $322,000. The
balance in the Reserve Account was $322,338.71 as of Feb. 27,
2015.
Prosperity Bank asserts that its lien extends to proceeds,
including insurance claims such as the Insurance Proceeds. The
parties have agreed that the Bank may recover $249,417.91 from the
Reserve Account. Prosperity Bank agrees to waive and release any
and all claims and interest that it may have in the balance of
funds currently in the Reserve Account totaling approximately
$72,920.80.
The Court ruled that the stay be lifted in favor of Prosperity Bank
with respect to $249,417.91 in the Reserve Account and that the
Debtor is authorized and instructed to deliver $249,417.91 from the
Reserve Account to the bank at this time. Upon transfer of funds
to Prosperity Bank, any and all rights or interests which
Prosperity Bank may have in the balance of funds currently in the
Reserve Account totaling approximately $72,920.80, including any
deficiency claim related to such amount, are terminated. The
Debtor will hold all funds remaining in the Reserve Account after
payment to Prosperity Bank of $249,417.91 pending further court
order.
Prosperity Bank is represented by:
R. Michael McCauley, Jr., Esq.
Todd J. Johnston, Esq.
McWhorter, Cobb & Johnson, LLP
P.O. Box 2547
Lubbock, Texas 79408
Tel: (806) 762-0214
Fax: (806) 762-8014
E-mail: mccauley@mcjllp.com
tjohnston@mcjllp.com
About Sears Methodist
Sears Methodist Retirement System Inc. provides luxurious residency
to seniors. The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso,
McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc.,
pursuant to contracts between SDI and the Veterans Land Board of
Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior
Living Assurance, Inc. ("SLA") and Southwest Assurance Company,
Ltd. ("SWAC"), which provide, as applicable, management and
insurance services to the System. Sears Methodist Senior Housing,
LLC, is the general partner of, and controls .01% of the interests
in, Canyons Senior Living, L.P. ("CSL").
Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821)
on June 10, 2014. The cases are assigned to Judge Stacey G.
Jernigan.
The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC. The Debtors' notice, claims and solicitation agent
is GCG Inc.
The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.
The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.
SHASTA ENTERPRISES: Ch. 11 Trustee Sells Redbank Lots for $680K
---------------------------------------------------------------
Hank M. Spacone, Chapter 11 Trustee for Shasta Enterprises, asks
the U.S. Bankruptcy Court for the Eastern District of California,
Sacramento Division, for authority to sell six parcels of land
located in Redding, California to The Cerami Family Trust 2014 for
$680,000.
The real property, referred to by the Debtor and the Chapter 11
Trustee as the Redbank Lots, are commonly known as 468 Hemsted
Drive, 444 Hemsted Drive, 333 Knollcrest Drive, 311 Knollcrest
Drive, 332 Knollcrest Drive and 348 Knollcrest Drive, in Redding
California.
The Sale Agreement includes the following terms:
(a) The Sale of the Real Property to Buyer for $680,000 in
accordance with the terms and conditions set forth in the Sale
Agreement.
(b) There is no financing contingency and the purchase of the
Real Property by the Buyer is an "all cash" purchase.
(c) All contingencies to the sale, other than Bankruptcy Court
approval, have been removed or satisfied, including consent to a
short sale by Central Valley.
(d) The sale of the Real Property is on an "AS-IS/WHERE-IS"
basis.
(e) The close of escrow is scheduled to occur on July 31, 2015,
assuming that the Court waives any stay of the effective date of
the Court's order approving the sale.
(f) The Estate will pay any unpaid and pro-rated property taxes
and customary closing costs such as escrow fees, title insurance
fees, and recording fees.
The Chapter 11 Trustee's counsel, Jason E. Rios, Esq., at
Felderstein Fitzgerald Willoughby & Pascuzzi, LLP, in Sacramento,
California, tells the Court that Central Valley has agreed to
release its Deed of Trust and all liens on the Property in exchange
for receipt of $610,000 out of escrow from the proceeds of the sale
of the Property in respect of the indebtedness secured by the Deed
of Trust held by Central Valley. Mr. Rios further tells the Court
that Central Valley has further agreed to waive any right to credit
bid at the sale hearing and further waive any claim against the
Estate for any deficiency remaining on the Real Property Loan after
the CVB payment is applied to the indebtedness secured by the Deed
of Trust.
Moreover, Mr. Rios says Central Valley has also acknowledged that
the Trustee intends to sell the Property subject to overbidding and
agrees that the CVB Payment will not be adjusted in the event of
any changes in the sale price.
In order to maximize the value of the assets, the Chapter 11
Trustee proposes to sell the properties through a bidding. The
Chapter 11 Trustee proposes that the initial overbid must be at
least $20,000 higher than the $680,000 gross sale price that the
Estate will receive from a sale to the Buyer, and each successive
bid thereafter must be at least $5,000 more than the previous
highest qualified overbid or such other amounts as the Trustee
determines is appropriate. Any overbidder must deliver to the
Trustee a deposit by cashier check payable to the Estate, in an
amount equal to $35,000, and if an overbid is successful, the
deposit by the successful overbidder will be non-refundable. Any
overbid must be on the same terms and conditions as the Sale
Agreement and any overbidder must agree to sign a purchase and sale
agreement for the purchase of the Real Property in substantially
the same form and terms as the Sale Agreement, except that all
contingencies will be deemed satisfied, waived, or otherwise
removed and close of escrow will occur on or before July 31, 2015.
The Chapter 11 Trustee, in a declaration supporting the sale
motion, said he believes that the sale of the Real Property free
and clear of liens is appropriate under the circumstances of the
bankruptcy case. He added that the only known monetary liens are
for the unpaid property taxes, and the Central Valley Deed of Trust
which will be paid from the sale proceeds and released at the close
of escrow.
The Motion is scheduled for hearing on July 20, 2015 at 10:00 am.
The Chapter 11 Trustee is represented by:
Donald W. Fitzgerald, Esq.
Jason E. Rios, Esq.
FELDERSTEIN FITZGERALD WILLOUGHBY &
PASCUZZI LLP
400 Capitol Mall, Suite 1750
Sacramento, CA 95814
Telephone: (916)329-7400
Facsimile: (916)329-7435
Email: dfitzgerald@ffwplaw.com
jrios@ffwplaw.com
About Shasta Enterprises
Redding, California-based Shasta Enterprises, dba Vidal
Vineyards,
dba Silverado Knolls, dba Villa Vidal Vineyards,
sought bankruptcy
protection (Bankr. E.D. Cal. Case No. 14-30833)
on Oct. 31, 2014.
The petition was signed by Antonio Rodriguez,
general partner.
Judge Michael S. McManus presides over the case.The
Debtor's
counsel is David M. Brady, Esq., at Law Office of Cowan
& Brady, in Redding, California.
The Debtor listed total assets of $33.42 million and total debts of
$21.49 million.
The Court, on Dec. 29, 2014, approved the appointment of
Hank
Spacone as the Chapter 11 trustee of the Debtor's estate.
SHASTA ENTERPRISES: Has Access to Cash Collateral Until August
--------------------------------------------------------------
The Hon. Michael S. McManus of the U.S. Bankruptcy Court for the
Eastern District of California authorized Hank Spacone, the Chapter
11 trustee for Shasta Enterprises, to use cash collateral of
Redding Bank of Commerce and Joe Curto and Lavone Curto, as
co−trustees of the Curto Family Trust, until August 2015.
The Trustee is authorized to use the cash collateral on
substantially the same terms the estate has been using cash since
December 2014.
The Trustee will use the cash to continue the Debtor's ownership
and leasing of its real properties, given that rents are its only
regular and material source of income. The cash collateral will be
used to pay, among other things, "payroll expenses, yard
maintenance and tools, office supplies, janitorial services and
supplies, various outside services, taxes and license fees,
insurance, utilities, other relevant and necessary expenses of the
estate, and under appropriate circumstances, funding of tenant
improvements for new leases that may be entered into during the
cash collateral period."
The Trustee has been also making $20,000 adequate protection
payments to the secured creditors, divided pro rata.
As reported in the Troubled Company Reporter on March 18, 2015, the
Court had ordered that the trustee and the lenders may stipulate to
extend the cash collateral period from July 1 to Aug. 31, 2015.
The Trustee has filed a supplemental motion to (1) use cash
collateral until August 2015; and (2) make monthly adequate
protection payments totaling a minimum of $20,000 per month, to be
paid pro rata to the lenders (Redding Bank and Curto).
About Shasta Enterprises
Redding, California-based Shasta Enterprises, dba Vidal Vineyards,
dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy
protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014.
The petition was signed by Antonio Rodriguez, general partner.
Judge Michael S. McManus presides over the case. The Debtor's
counsel is David M. Brady, Esq., at Law Office of Cowan & Brady,
in
Redding, California.
The Debtor listed total assets of $33.42 million and total debts
of
$21.49 million.
The Court, on Dec. 29, 2014, approved the appointment of Hank
Spacone as the Chapter 11 trustee of the Debtor's estate.
SNOWFLAKE COMMUNITY: Seeks Sale of 100% of Apache Railway Stock
---------------------------------------------------------------
Snowflake Community Foundation asks the U.S. Bankruptcy Court for
the District of Arizona for authority to sell its sole asset --
100% of the stock in The Apache Railway Company -- to Little
Colorado River Water Conservation District, free and clear of all
liens, claims, and interests with all liens, claims and interests
to attach to the proceeds.
The Foundation proposes to convey the Stock for an amount equal to
the payoff of the secured lenders' notes. The Lenders indicate
that the balance was $7,225,582 as of April 6, 2015. The secured
lenders are by Capital Recovery Group, LLC, Hackman Capital
Equipment Acquisition Co., Rabin Worldwide, Inc., and Revere
Finance LLC.
The Debtor's counsel, Robert M. Charles, Jr., Esq., at Lewis Rocha
Rothgerber LLP, in Tucson, Arizona, tells the Court that the
Foundation anticipates that it will obtain approval of a loan from
the U.S. Department of Agriculture that will pay all creditors in
full. Mr. Charles says that the USDA wants to make the loan to the
District and use the stock and railroad assets as collateral. He
adds that the Foundation needs to sell the stock to the District to
facilitate the transaction.
Aztec Land and Cattle Company Limited joins the Foundation's Motion
to sell the stock.
The Debtor is represented by:
Robert M, Charles, Jr., Esq.
Justin J. Henderson, Esq.
LEWIS ROCHA ROTHGERBER LLP
One South Church Avenue, Suite 700
Tucson, AZ 85701-1611
Telephone: (520)629-4427
Facsimile: (520)879-4705
Email: RCharles@LRRLaw.com
jhenderson@lrrlaw.com
Aztec Land and Cattle Company is represented by:
James E. Brophy, Esq.
John J. Fries, Esq.
RYLEY CARLOCK & APPLEWHITE
One North Central Avenue, Suite 1200
Phoenix, AZ 85004-4417
Telephone: (602)258-7701
Facsimile: (602)257-9582
Email: jbrophy@rcalaw.com
jfries@rcalaw.com
About Snowflake Community
Snowflake Community Foundation sought Chapter 11 protection
(Bankr.D. Ariz. Case No. 15-bk-06264) in Phoenix on May 20, 2015.
Thecase is assigned to Judge Madeleine C. Wanslee.
The Debtor tapped Rob Charles, Esq., at Lewis Roca Rothgerber
LLP,
in Tucson, Arizona, as counsel.
SPECTRUM ANALYTICAL: Court OKs Seth Schalow as Trustee Consultant
-----------------------------------------------------------------
Steven Weiss, the Chapter 11 trustee of Spectrum Analytical, Inc.
and Hanibal Technology LLC, sought and obtain permission from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Seth Schalow as restructuring consultant for the estate.
Prior to the commencement of these cases, the receiver for the
Debtors' assets retained Seth Schalow as financial consultant who,
in cooperation with the Debtors' current management, has prepared
projections, evaluated the business operations, provided detailed
reporting on receipts and disbursements, and assisted in
implementing various changes in the Debtors' operations which had
significantly improved cash flow and stability of the business.
The Chapter 11 Trustee believes it is essential to have the
continued services of a workout and restructuring professional to
assist him in these tasks, and to help him formulate a course of
action for the Debtors, and believes that the continued employment
of Mr. Schalow will significantly assist the Trustee. The Trustee
is in the process of attempting to find a buyer for the business,
and the Trustee anticipates that Mr. Schalow will be meeting with
prospective purchasers at the Debtors' premises to assist the
Trustee and the broker.
Mr. Schalow will be paid $125 per hour, payable bi-weekly, plus
reimbursement of expenses for travel, subject to filing a final
application for approval of his fees.
Mr. Schalow is owed approximately $28,000 for services rendered to
the Temporary Receiver.
Mr. Schalow will not be an employee of the Debtor; instead, he will
be an independent contractor engaged by the Trustee for the
estate.
Mr. Schalow 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.
Mr. Schalow can be reached at:
Seth Schalow
SETH SCHALOW CONSULTING
216 Wingate Avenue
Warwick, RI 02888
About Spectrum Analytical
Spectrum Analytical Inc. provides testing and analytical data for
environmental interests. Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology. Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.
Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender. Hanibal Tayeh,
the sole member, signed the bankruptcy petitions.
Spectrum disclosed $8,658,751 in assets and $1,987,714 in
liabilities as of the Chapter 11 filing. Hanibal estimated less
than $10 million in assets and debt.
Bacon Wilson, P.C., serves as the Debtors' counsel.
SPIG INDUSTRY: Creditors' Panel Hires Spilman Thomas as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Spig Industry, LLC
seeks authorization from the U.S. Bankruptcy Court for the Western
District of Virginia to retain Spilman Thomas & Battle PLLC as
Committee counsel.
The Committee requires Spilman Thomas to:
(a) advise the Committee generally regarding matters of
bankruptcy law, including, but not limited to, the rights
duties, obligations and remedies of the Committee;
(b) investigate the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of the
Debtor's business and the desirability of the continuance
of such business and any other matter relevant to the case;
(c) conduct examination of witnesses, claimants, or adverse
parties, and to prepare pleadings, exhibits, applications,
reports, and other documents as deemed necessary by the
Committee;
(d) advise the Committee concerning any proposed plan of
reorganization and to consult with the Debtor regarding the
Debtor's business and reorganization;
(e) the institution and prosecution of legal proceedings, to
appear as appropriate before the Court or any other court
of competent jurisdiction, provide advice regarding the
restructuring of the Debtor, provide advice with respect to
conversion of the case or appointment of a Chapter 11
trustee or examiner; and
(f) take other such actions as deemed necessary by the
Committee with respect to the Debtor's chapter 11 case.
It is anticipated that Peter M. Pearl and Britteny N. Jenkins will
perform the majority of services on behalf of the Committee.
Mr. Pearl's hourly rate is $315 with a reduction in said rate to
$157.50 for travel time. Ms. Jenkins' hourly rate is $170 with a
reduction in said rate to $85 for travel time. It is anticipated
that other attorneys who may work on this matter will charge as
follows:
Partners $350-$225 (half rate for travel time)
Counsel $275 (half rate for travel time)
Associates $170 (half rate for travel time)
Paralegals $115 (half rate for travel time)
Peter M. Pearl, partner of Spilman Thomas, 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.
Spilman Thomas can be reached at:
Peter M. Pearl, Esq.
SPILMAN THOMAS & BATTLE PLLC
310 First Street, Suite 1100
Roanoke, VA 24011
Tel: (540) 512-1832
Cel: (540) 521-4257
E-mail: ppearl@spilmanlaw.com
About Spig Industry
Spig Industry, LLC, a Bristol, Virginia-based manufacturer of guard
rails, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Va.
15-70310) in Roanoke, Virginia, on March 16, 2015, with $21.0
million in assets against $11.7 million in debt.
The case is assigned to Judge Paul M. Black. The Debtor tapped
Robert Tayloe Copeland, Esq., at Copeland Law Firm, P.C., in
Abingdon, Virginia, serves as counsel.
The U.S. Trustee has named an Official Committee of Unsecured
Creditors in the case.
ST. J APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: St. J Apartments Limited Partnership
aka St. John's Apartments
Carl Schultz, Receiver for St. J Apts LP, 8101 I-30
Little Rock, AR 72209
Case No.: 15-13173
Chapter 11 Petition Date: June 26, 2015
Court: United States Bankruptcy Court
Eastern District of Arkansas (Little Rock)
Judge: Hon. Richard D. Taylor
Debtor's Counsel: James E. Smith, Jr., Esq.
WILLIAMS & ANDERSON, PLC
111 Center St., Suite 2200
Little Rock, AR 72201
Tel: (501) 372-0800
Fax: (501) 396-8543
Email: jsmith@williamsanderson.com
Total Assets: $3 million
Total Liabilities: $8.5 million
The petition was signed by Carl Schultz, receiver for St. J
Apartments LP.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/areb15-13173.pdf
SUGARLEAF TIMBER: Plan Declared Effective After Appeal Denied
-------------------------------------------------------------
Sugarleaf Timber, LLC, notified the U.S. Bankruptcy Court for the
Middle District of Florida that the Effective Date of its First
Amended Chapter 11 Plan of Reorganization occurred on June 15,
2015.
U.S. District Judge Brian J. Davis on March 23, 2015, entered an
order affirming the Bankruptcy Court's order confirming the
Debtor's Plan entered Nov. 22, 2013, and order confirming the
Debtor's Amended Plan entered Dec. 20, 2013. Bankruptcy Judge Paul
M. Glenn previously entered an order staying his confirmation
orders until the conclusion of Farm Credit of Florida, ACA's
pending appeal.
Sugarleaf Timber was the owner of approximately 7,060 acres of real
property in Clay County, Florida. The Debtor financed the purchase
of the property with loans from Farm Credit.
The principal issue of the appeal is whether the Bankruptcy Court
correctly determined that the proposed "dirt-for-debt" swap
provides Farm Credit with "indubitable equivalent" of its claim
under the Bankruptcy Code's "cram-down" provision.
The Plan provided that "[t]he Debtor's tender of the Property...
shall provide Farm Credit with the indubitable equivalence of and
shall fully satisfy all claims of Farm credit against the
Debtor...[U]pon the Debtor's tender of such Property to Farm
Credit, each of the Farm Credit Notes will be deemed to be paid in
full and all mortgages and all related security agreements... will
be deemed to be released and/or cancelled."
Farm Credit voted to reject the plan and objected to its
confirmation.
Indubitable Equivalent
The Debtor filed its original plan in October 2011, which provides
for the delivery of a portion of the Debtor's properties which are
subject to Farm Credit's liens, which delivery the Debtor asserts
will provide the "indubitable equivalent" of Farm Credit's secured
claim. The Plan has undergone several amendments. Counsel for
Farm Credit opposed the Plan, arguing that the Plan is a partial
"dirt for debt" plan seeking to force Farm Credit to receive a
portion of its real property in full satisfaction of approximately
$27,400,000 in secured claims while the Debtor retains
approximately 622 acres of real property collateral which Farm
Credit is forced to release under the Plan.
The Court filed a "First Order" on the Plan on Nov. 22, 2013, and
a confirmation order on Dec. 20, 2013, whereby all plan objections
not withdrawn or addressed are overruled.
Farm Credit filed an appeal of the confirmation order, seeking a
review of the order on these issues, whether: (1) a conservative
valuation approach was applied in valuing the property proposed to
be surrendered pursuant to the Plan; (2) the Court adequately
considered the attorneys' fees, interest and costs that have
accrued and will continue to accrue on Farm Credit's claim through
the effective date of the Plan; (3) the Court adequately
considered the costs to be incurred by Farm Credit to hold and
sell the property, an appropriate discount rate to be applied or
the length of time necessary to liquidate the Property as a mixed
use development and for the value determined by the Court; and
(4) the surrender by the Debtor of only a portion of Farm Credit's
collateral through the Plan constitutes the indubitable equivalent
of the claim held by the Association.
District Judge Davis held, "The equity cushion in the Property is
more than sufficient to ensure that Firm Credit receives the
indubitable equivalent of its claim. Farm Credit stands to receive
an equity cushion of approximately $4,653,005 upon receipt of the
Property. The evidence supports the Bankruptcy Court's conclusion
that this equity cushion will provide Farm Credit with the
indubitable equivalent of its claim..."
"The Bankruptcy Court did not clearly err when it found the "value
of the Property is sufficient to ensure that Farm Credit's secured
claim will not be jeopardized, and that Farm Credit will realize
the value of its claim." The Court has no reasonable doubt that
Farm Credit's claim will be paid in full pursuant to the Plan,"
Judge Davis ruled.
A copy of the District Court ruling is available for free at:
http://bankrupt.com/misc/Sugar_Leaf_Dist_Plan_Ruling.pdf
About Sugarleaf Timber
Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida. The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011. Chief
Bankruptcy Judge Paul M. Glenn presides over the case. Robert D.
Wilcox, Esq. -- rw@wlflaw.com -- of the Wilcox Law Firm, in
Ponte Vedra Beach, Fla., serves as the Debtor's bankruptcy
counsel.
In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079. The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.
An Official Committee of Unsecured Creditors has not been
appointed. Additionally, no trustee or examiner has been
appointed.
TEMPEL STEEL: S&P Affirms 'CCC+' CCR & 'CCC+' Sr. Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
rating on Tempel Steel Co. The outlook is stable. At the same
time, S&P affirmed its 'CCC+' issue-level rating on the company's
senior secured notes. S&P also revised its assessment of the
company's liquidity to "less than adequate" from "adequate."
"We based the rating on our assessment that Tempel Steel's business
remains dependent on favorable business, financial, and economic
conditions to meet its financial commitments," said Standard &
Poor's credit analyst Svetlana Olsha. "While we forecast modest
EBITDA improvement, we believe the potential for sustained volume
growth remains uncertain," she added.
S&P also considers the need to meet cash interest obligations by
drawing on its asset-backed lending (ABL) facility as a negative
credit factor.
The outlook is stable. S&P believes the company's operating
performance has stabilized, but it believes the company could
remain susceptible to deterioration in operating performance, which
could hamper its ability to service future interest payments.
S&P could lower the rating if it believes Tempel Steel cannot
adequately address its upcoming maturities in a timely manner, if
the risks associated with making its scheduled interest payments
increase or if its operating performance weakens, leading to
lower-than-expected free cash flow.
S&P could raise the rating if the company successfully refinances
its revolver and senior secured notes and S&P expects positive free
cash flow to comfortably meet interest service requirements.
Tempel Steel is a producer of magnetic steel laminations used in
the production of electric motors and transformers that competes
with highly fragmented, smaller independent producers and with
larger, vertically integrated motor and transformer manufacturers,
many of which are also its customers.
TEXOMA PEANUT: Amends Schedules of Assets and Liabilities
---------------------------------------------------------
Texoma Peanut Company filed with the U.S. Bankruptcy Court for the
Eastern District of Oklahoma an amendment to its schedule F in its
schedules of assets and liabilities. The amended schedule F, which
contains the list of creditors holding unsecured non-priority
claims, provides a single entry: Kerry Crolbert, whose claim is
disputed and unliquidated.
In the previous iteration of the schedules, the Debtor disclosed
$43,647,666 in total assets and $56,410,315 in liabilities,
including $4,943,214 owed to creditors in Schedule F.
About Texoma Peanut
Texoma Peanut Company was incorporated by Clint Williams in 1961 as
a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers. In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets. Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry. TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi. TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.
TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014. The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.
According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015. Creditors who are
governmental entities have until May 9, 2015, to file claims.
The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes
Goodman as bankruptcy accountants.
The Debtors say they have $49 million in assets. Secured debt
includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33
million owed to Wells Fargo Equipment Finance. Wells Fargo Bank
is represented by William L. Wallander, Esq., at VINSON & ELKINS
LLP, in Dallas, Texas.
As of the Petition Date, an official committee of unsecured
creditors has not yet been appointed in the Cases.
The Debtors sought bankruptcy for protection with plans to sell all
of their core business assets and, thereafter, file a joint plan of
reorganization. The Debtors expect that by Nov. 24, 2014, they
will have obtained a court order approving the bid procedures and
scheduling an auction date and final sale hearing. The Debtors
intend to consummate the sale on or prior to Dec. 31, 2014.
The U.S. Trustee overseeing Texoma Peanut Co.'s bankruptcy case
said that it wasn't able to appoint a committee of unsecured
creditors.
THEA BOWMAN: S&P Cuts Rating on Educational Revenue Bonds to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
rating three notches to 'B-' from 'BB-' on Indiana Finance
Authority's educational facilities revenue bonds issued on behalf
of the Drexel Foundation for Educational Excellence for the benefit
of Thea Bowman Leadership Academy (TBLA). The outlook is negative.
"The downgrade and negative outlook reflect our view of the risk
associated with TBLA's potential charter nonrenewal within one year
based on conversations with the school's charter authorizer," said
Standard & Poor's credit analyst Ashley Ramchandani.
TBLA is currently operating with a one-year conditional charter
through June 2016, and S&P understands that some of the key issues
related to the conditional approval remain unresolved.
The Drexel Foundation is a nonprofit corporation founded to enhance
the educational opportunities of inner-city youth.
THINGS REMEMBERED: Moody's Lowers CFR to Caa1, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Things Remembered, Inc.'s
Corporate Family Rating to Caa1 from B3 and the company's
Probability of Default Rating to Caa2-PD from Caa1-PD. Moody's
also downgraded Things Remembered's senior secured credit
facilities to B3 from B2. The outlook remains negative.
The downgrade reflects Things Remembered's continued weak operating
performance and Moody's expectation that the company will be
challenged to remain in compliance with its credit agreement
without a meaningful improvement in operating performance or an
amendment to the credit facility. Moody's expects that revenue
declines in the low single digit range, combined with step-downs to
the net leverage test and minimal cushion on the interest coverage
test, could result in another violation of the company's financial
maintenance covenants over the next 12-24 months. Things
Remembered violated its financial maintenance covenants in the
first quarter of fiscal 2015, but has since cured the violation
with a capital contribution (as allowed per the terms of the credit
agreement). The company also amended its credit agreement in
September 2014 and loosened the financial covenants, however
declining sales and lower margins have once again pressured
covenants.
The rating actions are:
Issuer: Things Remembered, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa2-PD from
Caa1-PD
$148 million Sr. Secured Term Loan due 2018 ($135 million
outstanding), Downgraded to B3 LGD-2 from B2 LGD-2
$30 million Sr. Secured Revolving Credit Facility due 2017,
Downgraded to B3 LGD-2 from B2 LGD-2
Outlook, Remains Negative
RATINGS RATIONALE
Things Remembered's Caa1 CFR reflects the company's weak operating
performance which resulted in a violation of the company's
financial covenants for the first quarter of fiscal 2015. The
rating also reflects the company's high leverage, weak interest
coverage, and a capital structure that, despite a reasonable
initial equity contribution, may ultimately prove to be
unsustainable if present operating performance trends continue.
Other factors include the company's weak liquidity, small size,
narrow product focus, and the discretionary nature of its products.
The rating is supported by the company's growing multi-channel
presence, and substantial gross margins.
Things Remembered's sales have declined (on a year over year basis)
for the last 8 quarters, with total comparable store sales (retail
and direct to consumer) also declining over the last two years,
despite strong comparable sales growth in its direct to consumer
business. Margins have also been negatively impacted by product
mix, higher freight costs and other payroll and professional
related costs. Moody's believes the company has the ability to
reduce some costs over the near term, particularly within SG&A, but
may need to rethink its substantial brick and mortar presence in
order to sustainably improve margins over the longer term.
Thing's Remembered's weak liquidity reflects the company's ongoing
covenant issues and Moody's expectation that operating performance
over the next 12-18 months will continue to pressure covenant
compliance. Liquidity is supported by the company's balance sheet
cash and availability under its $30 million revolving credit
facility due 2017. Moody's expects close to breakeven free cash
flow over the next 12-18 months after accounting for cash interest,
working capital and capital expenditure needs. However, we expect
the company will need to rely on its revolver and balance sheet
cash to fund its mandatory amortization payments of about $1.5
million per quarter, particularly during the first and third
quarters which have historically been higher working capital
periods.
The B3 ratings assigned to Things Remembered's senior secured term
loan and revolver are one notch higher than the company's CFR and
reflect their senior position in the capital structure relative to
the sizeable level of junior claims including leases and trade
payables. The credit facilities have a first priority lien on
substantially all assets of the borrower and subsidiary guarantors.
The notching also reflects an assumed 65% recovery rate in the
event of default, which is consistent with Moody's Loss Given
Default Methodology for companies with all bank debt capital
structures.
The negative outlook reflects our expectation that the company will
be challenged to reverse ongoing negative trends in the business,
particularly on the revenue side, sufficient to remain compliant
with its financial maintenance covenants over the next 12-24
months. Moody's expects low single digit declines in revenue and
relatively flat EBITDA margins will keep leverage at elevated
levels and interest coverage weak.
Ratings could be downgraded if Things Remembered's operating trends
were to continue or worsen, further pressuring the company's
ability to remain compliant with its financial maintenance
covenants, or weakening liquidity. Quantitatively, interest
coverage (EBITA/Interest Expense) of below 0.75 times would likely
lead to a downgrade.
Given the negative outlook, a rating upgrade is unlikely. However,
if the company were able to amend or refinance its credit agreement
such that Moody's would expect it to remain in compliance with its
covenants we could change the outlook to stable. An upgrade would
also require a meaningful improvement in operating performance
resulting in flat to modestly growing sales, improvement in EBITDA
margins, and an improvement in the company's liquidity profile.
The principal methodology used in these ratings was Global Retail
Industry published in June 2011. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.
Things Remembered, Inc., headquartered in Highland Heights, Ohio,
is a leading retailer of personalized and occasion-based gifts. The
company operates about 623 retail stores, kiosks, and outside key
shops located primarily in shopping malls throughout the United
States and Canada, with revenue of over $300 million for the LTM
period ending May 2, 2015.
TOLLENAAR HOLSTEINS: Court Approves Private Sale of Livestock
-------------------------------------------------------------
Russell K. Burbank, Chapter 11 Trustee for Tollenaar Holsteins and
its debtor affiliates, sought and obtained from Judge Christopher
D. Jaime of the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division, authority to sell all the Debtors'
livestock presently located in or near Elk Grove, California, and
near Hendrix, Oklahoma, by private sale.
There are presently approximately 97 head of cattle located in
California and approximately 1,150 head of cattle in Oklahoma. The
cattle were sold at set prices to third-party purchasers engaged in
the business of buying beef and dairy cattle. The Chapter 11
Trustee consulted with the Debtors and Bank of the West, which
asserts a first priority perfected security interest in the
livestock, in all the sales to decide on the best and highest
prices to be obtained.
All proceeds of the sales will be deposited in the Trustee's bank
accounts for the applicable Debtor and retained pending further
order of the Court.
Richard A. Lapping, Esq. at the Law Office of Richard A. Lapping in
San Francisco, California, tells the Court that due to the
circumstances, the Trustee also asks that the stay imposed by Rule
6004(h) of the Federal Rules of Bankruptcy Procedure upon orders
authorizing the use, sale or lease of property be waived in order
to allow the sales to proceed expeditiously. He adds that the
Trustee is aware of no prejudice that would be caused by the
Court's waiver of Bankruptcy Rule 6004(h).
The Chapter 11 Trustee also seeks authorization for Hartford Life
and Accident Insurance Company, which asserts a second priority
perfected security interest in the livestock, to redeem any of the
Debtors' livestock by paying to the Trustee the same market price,
whereupon the redeemed livestock will be subject to Hartford’s
first priority security interest, and the proceeds deposited in the
Trustee's bank accounts for the applicable Debtor and retained
pending further order of the Court.
The Chapter 11 Trustee is represented by:
Richard A. Lapping, Esq.
LAW OFFICE OF RICHARD A. LAPPING
540 Pacific Avenue
San Francisco, CA 94133
Telephone: (415)399-1015
Facsimile: (415)399-1038
Email: Richard@LappingLegal.com
About Tollenaar Holsteins
Tollenaar Holsteins and its affiliates Friendly Pastures, LLC,
and
T Bar M Ranch, LLC, sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 15-20840) on Feb.
4,
2015. The case is assigned to Judge Christopher D. Jaime.
The
Debtors' counsel is Jason E. Rios, Esq., at Felderstein
Fitzgerald
Willoughby & Pascuzzi LLP, in Sacramento,
California.
The
cases of
Tollenaar Holsteins, Friendly Pastures, LLC, and
T Bar M Rancg,
LLC, are jointly administered under the lead case
of Tollenaar
Holsteins, Case No. 15-20840.
Russell K. Burbank was appointed as the Chapter 11 trustee for
the
Debtor.
TOLLENAAR HOLSTEINS: Hartford Life Seeks Adequate Protection
------------------------------------------------------------
Hartford Life and Accident Insurance Company asks the U.S.
Bankruptcy Court for the Eastern District of California, Sacramento
Division, to lift the automatic stay imposed in the Chapter 11
cases of Tollenaar Holsteins and its debtor affiliates to allow the
insurer to exercise its rights over real and personal property
located at 11431 Carrol Road, in Elk Grove, California.
Hanno T. Powell, Esq., at Powell & Pool, LLP, in Fresno,
California, tells the Court that Hartford is owed in excess of
$8,400,000, secured by first deeds of trust on the Real Property
and Oklahoma dairy facilities and equipment, and a security
interest in the Debtors' dairy products and proceeds. Mr. Powell
says the obligation so secured is in default for failure to make
payments when they became due.
Mr. Powell further tells the Court that the estate has been selling
off the dairy cattle located on the Real Property, and is unable to
operate profitably there at this time. He asserts that cessation
of dairy operations on the Real Property could result in loss of
operating permits, greatly reducing the value of the Real Property
and causing Hartford to lack adequate protection for its interest
in the Real Property.
Mr. Powell says the Debtors currently lack a source of funding of
continued dairy operations on the Real Property. He adds that the
Chapter 11 trustee for the Debtors has indicated that he has no
objection to the relief from stay requested in this Motion.
Mr. Powell asserts that granting the motion will allow the Hartford
to reduce its debt, secured by property of the estates listed
above, and thereby enhance the Debtors' ability to reorganize.
Hartford is represented by:
Hanno T. Powell, Esq.
POWELL & POOL, LLP
7522 North Colonial Avenue, Suite 100
Fresno, CA 93711
Telephone: (559)228-8034
Facsimile: (559)228-6818
Email: hpowell@powellandpool.com
About Tollenaar Holsteins
Tollenaar Holsteins and its affiliates Friendly Pastures, LLC, and
T Bar M Ranch, LLC, sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 15-20840) on Feb.
4,
2015. The case is assigned to Judge Christopher D. Jaime.
The
Debtors' counsel is Jason E. Rios, Esq., at Felderstein
Fitzgerald
Willoughby & Pascuzzi LLP, in Sacramento,
California.
The
cases of
Tollenaar Holsteins, Friendly Pastures, LLC, and
T Bar M Rancg,
LLC, are jointly administered under the lead case
of Tollenaar
Holsteins, Case No. 15-20840.
Russell K. Burbank was appointed as the Chapter 11 trustee for the
Debtor.
TRIGEANT LTD: Reorganization Plan Declared Effective
----------------------------------------------------
Trigeant Holdings, Ltd., et al., notified the U.S. Bankruptcy Court
for the Southern District of Florida that the Effective Date of
their Third Amended Joint Plan of Reorganization occurred on June
5, 2015.
The Plan provides that holders of allowed claims will be paid in
full, in cash. Classes 1, 2, 3, 4, 5, 6, 7, 8 and 9 are unimpaired
under the Plan and are deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code. Nevertheless, the Debtors
solicited the votes of holders of Class 9 Equity Interests, and
Class 9 Equity Interests voted 100% in favor of the Plan.
As reported in the TCR on May 4, 2015, the settlement of a
long-running dispute between members of the Boca Raton-based
Sargeant family allowed the $100 million sale of the Debtors'
Corpus Christi, Texas asphalt refinery to proceed in bankruptcy
court. The settlement allowed the sale to proceed to a unit of
Houston-based oil processor Gravity Midstream LLC, and resolves all
the pending litigation among the family members in the bankruptcy
court and other federal and state courts in Florida and Texas.
The Debtors on April 30, 2015 filed their Third Amended Joint Plan
of Reorganization. The Plan was amended following the Sargeant
Settlement Agreement. BTB's secured claim in Class 2 is no longer
disputed, and the claim is allowed and will be paid in the amount
of 100% of the claim in cash with interest. A copy of the Third
Amended Plan is available for free at:
http://bankrupt.com/misc/Trigeant_3rd_Am_Plan.pdf
The Bankruptcy Court on May 5, 2015 entered an order confirming the
Debtors' Plan.
Prior to the hearing, the Debtors, Gravity Midstream and Union
Pacific Railroad Company submitted a stipulation that resolves
Union Pacific's plan confirmation issues. A copy of the
stipulation is available for free at
http://bankrupt.com/misc/Trigeant_UPRC_Stip.pdf
A copy of Judge Erik P. Kimball's order confirming the Plan is
available for free at:
http://bankrupt.com/misc/Trigeant_Plan_Order.pdf
Al-Saleh Motion Denied
On May 21, 2015, the Bankruptcy Court entered an order denying Al-
Saleh's motion to alter, amend, or clarify the Confirmation Order,
the result of which is that the deadline for any appeal of the
Confirmation Order is extended to June 4, 2015.
Al-Saleh is the owner and holder of a judgment in excess of $38
million against Harry Sargeant, III, Mustafa Abu-Naba’a, and
International Oil Trading Company, LLC (collectively "Judgment
Debtors"). Al-Saleh says he's not a holder of a Claim or Equity
Interest and is likely not even a "party in interest" under 11
U.S.C. Sec. 1109(b) or otherwise. Al-Saleh requests that the
Confirmation Order be amended, altered, or clarified to provide
that notwithstanding anything in the plan or elsewhere in the
Confirmation Order, that neither the plan nor the Confirmation
Order has any impact on any claims or causes of action (whether
currently pending or hereinafter asserted) by Al-Saleh against the
Harry Release Parties or the Sargeant Release Parties.
BTB Refining, LLC, Harry Sargeant, III ("HSIII"), and International
Oil Trading Company, Ltd. ("IOTC"), however, opposed the Motion,
noting that Al-Saleh is not a party in interest; and Al-Saleh
lacks Article III standing, as no case or controversy exists. The
Debtor also filed an objection, saying that Al-Saleh lacks standing
to bring the Motion and it should be denied on that basis alone.
Following the May 21 ruling, on May 28, 2015, Trigeant, Ltd., its
indirect majority owners, and Gravity Midstream Corpus Christi, LLC
(the "Buyer") entered into Amendment No. 8 to their Plan Support
Agreement originally filed Sept. 16, 2015. A copy of the document
is available for free at:
http://bankrupt.com/misc/Trigeant_Am_8_PSA.pdf
About Trigeant
Trigeant, owner of a Corpus Christi, Texas oil refinery, provides
fuel and asphalt products to the housing and transportation
industries. The company is owned by Palm Beach, Florida
billionaire Harry Sargeant III and members of his family.
On Nov. 26, 2014, Trigeant filed its first bankruptcy In re
Trigeant Ltd., 13-38580. The case was dismissed on April 1, 2014.
Trigeant Holdings, Ltd., and Trigeant, LLC, filed Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014, amid a dispute among
members of the Sargeant family. Mr. Sargeant's two brothers,
Daniel and James, and his father, Harry Sargeant II, sent Trigeant
to bankruptcy to fend off Mr. Sargeant III's bid to seize control
of the company's primary asset. The family says Mr. Sargeant III,
who has a $22 million lien against the plant through a company he
controls called BTB Refining LLC, is attempting to prevent the
refinery from operating in an effort to lower its value and obtain
ownership of it.
Trigeant Holdings estimated both assets and liabilities of
$50 million to $100 million.
Berger Singerman LLP serves as the Debtors' counsel.
The Bankruptcy Court set the general claims bar date as Oct. 17,
2014, and March 31, 2015, as the deadline by which governmental
entities must file proofs of claims.
The Debtors filed on Sept. 16, 2014, their Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code. The Plan
is premised on the sale of substantially all of the Debtors'
assets to Gravity Midstream Corpus Christi, LLC. The Plan
provides that holders of Allowed Claims will be paid in full, in
cash.
The U.S. Trustee for Region 21 has not appointed a committee of
unsecured creditors.
TRUMP ENTERTAINMENT: Deed Would Keep Plaza Shut for 10+ Years
-------------------------------------------------------------
Wayne Parry, writing for The Associated Press, reported that the
owners of Atlantic City's former Trump Plaza casino plan to keep it
shut for at least 10 years as a tax-saving measure.
According to the report, Trump Entertainment Resorts has filed a
deed restriction for the casino, which closed last September,
preventing it from being used again as a casino for at least a
decade. The move was done to avoid potentially higher taxes under
a bill Gov. Chris Christie could sign soon allowing casinos to make
payments in lieu of taxes for 15 years as part of an Atlantic City
rescue plan, the Reuters report noted.
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan. The
Debtors also have trade debt in the amount of $13.5 million.
* * *
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on March 12, 2015, confirmed Trump Entertainment Resorts,
Inc., et al.'s Third Amended Joint Plan of Reorganization and
Disclosure Statement pursuant to Section 1129 of the Bankruptcy
Code.
The Debtors filed on January 5, 2015, the Plan and accompanying
Disclosure Statement to, among other things, provide that holders
of General Unsecured Claims will receive Distribution Trust
Interests, which will include $1 million in cash and the proceeds,
if any, of certain avoidance actions. Under the revised plan,
holders of general unsecured claims are estimated to recover 0.47%
to 0.43% of their total allowed claim amount. The Amended Plan
also includes language reflecting the recently-approved $20
million
loan from Carl Icahn.
A full-text copy of the Findings of Fact is available for free at:
http://bankrupt.com/misc/TRUMPENTERTAINMENT_Plan_Findings.pdf
TURNBERRY/MGM GRAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Turnberry/MGM Grand Towers, LLC 15-13706
c/o Dr. Kenneth W. Wiles
11258 Corsica Mist Ave.
Las Vegas, NV 89135
Turnberry/MGM Grand Tower B, LLC 15-13708
c/o Dr. Kenneth W. Wiles
11258 Corsica Mist Ave.
Las Vegas, NV 89135
Turnberry/MGM Grand Tower C, LLC 15-13709
c/o Dr. Kenneth W. Wiles
11258 Corsica Mist Ave.
Las Vegas, NV 89135
Chapter 11 Petition Date: June 26, 2015
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. August B. Landis
Debtors' Counsel: Gregory E Garman, Esq.
GARMAN TURNER GORDON LLP
650 White Drive, Suite 100
Las Vegas, NV 89119
Tel: (725)777-3000
Email: ggarman@gtg.legal
Estimated Estimated
Assets Liabilities
----------- -----------
Turnberry/MGM Grand Towers, LLC $1MM-$10MM $1MM-$10MM
Turnberry/MGM Grand Tower B, LLC $1MM-$10MM $1MM-$10MM
Turnberry/MGM Grand Tower C, LLC $0-$50,000 $0-$50,000
The petition was signed by Dr. Kenneth W. Wiles, manager.
A list of Turnberry/MGM Grand Towers' 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nvb15-13706.pdf
A list of Turnberry/MGM Grand Tower B's 19 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nvb15-13708.pdf
A copy of Turnberry/MGM Grand Tower C's petition is available for
free at http://bankrupt.com/misc/nvb15-13709.pdf
UNIVERSITY GENERAL: Final Hearing on $16MM DIP Loan Set for July 6
------------------------------------------------------------------
A federal judge overseeing the Chapter 11 case of University
General Health System Inc. will continue the hearing on its
proposed $16 million financing to July 6.
The healthcare provider earlier agreed to have the hearing
continued next month to allow it to resolve the objection of its
unsecured creditors.
Early last month, the official committee of unsecured creditors
asked U.S. Bankruptcy Judge Letitia Paul to deny final approval of
the financing.
The unsecured creditors' committee questioned several provisions of
the loan agreement which, it said, would "primarily benefit" the
lender MidCap Financial Trust rather than the healthcare provider
and its creditors. The committee also said the revolving loan is
inadequate.
Judge Paul on March 4 gave interim approval to the proposed
financing to get UGHS through bankruptcy. The healthcare provider
owes the lender $15.34 million as of June 18, 2015, court filings
show.
About University General
University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services. UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers, physical
therapy centers, and senior living centers.
UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.
UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.
The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel. Upshot Services, LLC, is the claims
and noticing agent.
U.S. Trustee Judy A. Robbins formed a nine-member panel of
unsecured creditors in the Chapter 11 cases of the Debtors.
WASHINGTON HEIGHTS: 4320 Broadway, NY Building Enters Ch. 11
------------------------------------------------------------
Washington Heights Parking, LLC, one of 20 companies owned by real
estate developer Jose Espinal, sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-11687) in Manhattan on June 26, 2015.
Washington Heights Parking, a real estate business, owns a building
at 4320 Broadway, New York. It leases the premises to three
tenants who pay annualized rents of approximately $1.4 million.
ABC Management, the property manager, provides all of the
administrative services for which it is compensated at $5,000 per
month. The Debtor has no employees, and its managing member
receives no compensation.
As of the Chapter 11 filing, the Debtor has assets with an
approximate value of $26.6 million comprised of, among other
things, cash of $283,000 and real property of $26.3 million. The
Debtor's liabilities total $15.7 million, comprised of $15.4
million of secured creditors' claims and $300,000 of unsecured
claims.
No property of the Debtor is in the possession or custody and
control of any public officer, receiver, trustee or assignee for
the benefit of creditors, mortgages, pledges or assignees except
that $238,000 is held by C.W. Capital Asset Management.
There is one action currently pending against the Debtor and its
tenants, in the Supreme Court, New York, Bronx County, which bears
Index No. 22603-15E. The action by Maria Aguilar, as plaintiff, is
for damages from a fall on the outside of the building. The action
is in the discovery state.
All of the equity interests of the Debtor are owned by its managing
member, Jose Espinal.
Mr. Espinal says the Debtor is forced to seek the aid and umbrella
of the Bankruptcy Court because it cannot pay its debts as they are
coming due. On April 8, 2015, the Debtor entered into loan
documents for a mortgage and loan on the premises. The loan was
for the principal sum of $13.25 million. The loan was thereafter
paid timely according to its terms and came due on May 1, 2015, it
with a principal balance of $12.36 million. Prior to its due date,
the Debtor was not able to refinance the mortgage and pay it in
full.
In April 2015, CW became for the first time the loan's servicer.
In early June 2015 and late May 2015, after the loan was due, CW
provided the Debtor with a pay off calculation for the loan. The
calculation reflected a principal balance due of $12.36 million and
default interest of $3 million. The substantial majority of the
default interest was claimed for a default in the loan documents
because in November 2010 Mr. Espinal sought Chapter 11 bankruptcy
protection. The Debtor believes it has various defenses to the
payment of the default interest. Its defenses include but are not
limited to the defenses of waiver, estoppel, and that to allow the
same would be an unenforceable penalty. Prior to the filing, the
Debtor was not able to settle the amount of default interest that
CW would accept.
The Debtor believes that with the protections of the Court, it will
be able to preserve its assets, sell its premises for over $26
million, pay its debts in full and propose a meaningful and
acceptable plan of reorganization.
The Debtor expects that for the first 30 days of the bankruptcy
case, receipts from rent will total $123,000, payments to CS will
total $109,000 and other disbursements will total $13,900.
The Debtor intends to continue operating and managing its business
and affairs pending further Court order.
The case is assigned to Judge Martin Glenn. The Debtor tapped
Sachs & Associates, in Albertson, New York, as counsel.
Bankruptcy Case by Owner
Mr. Espinal filed his own Chapter 11 petition on Nov. 30, 2010
(Bankr. S.D.N.Y. Case No. 10-_____). Mr. Espinal owned, as of his
filing, more than 20 different affiliated entities which were
engaged in the real estate business. Mr. Espinal filed a plan of
reorganization in his Chapter 11 proceeding. His plan was
confirmed by an order of confirmation dated Nov. 3, 2014, and his
Chapter 11 proceeding was closed by Court order on March 27, 2015.
WATER PIK: S&P Hikes Rating on 1st Lien Loans to B+ & Affirms B CCR
-------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Fort Collins, Colo.-based Water Pik Inc. S&P
raised its issue-level ratings on the company's $240 million
first-lien senior secured credit facilities to 'B+' from 'B'. S&P
also revised the recovery ratings to '2', indicating its
expectations of substantial (70% to 90%) recovery at the lower half
of the range in the event of a payment default, from '3'. S&P
affirmed its 'CCC+' issue-level rating on the company's $95 million
second-lien term loan; the recovery ratings remain '6', indicating
S&P's expectations for negligible (0% to 10%) recovery in the event
of a payment default. The outlook is stable.
"The higher ratings reflect the company's debt repayment on its
first-lien term loan," said Standard & Poor's credit analyst Bea
Chiem.
The rating affirmations and stable outlook reflect S&P's
expectation that the company will continue to perform in line with
our expectations, which includes moderate sales growth and modest
margin expansion because of new product introductions and product
expansions; generate positive free operating cash flow; maintain
ample interest coverage; and pay down debt with excess cash flow.
WESTCOAST GROWERS: Amends Anew Schedules of Assets and Debt
-----------------------------------------------------------
West Coast Growers, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of California, a further amendment to its
schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $12,091,374
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $49,986,474
E. Creditors Holding
Unsecured Priority
Claims $454,716
F. Creditors Holding
Unsecured Non-priority
Claims $10,032,980
----------- -----------
TOTAL $12,091,374 $60,479,170
The Debtor disclosed $12,091,374 in assets and $60,426,210 in
liabilities in a prior iteration of the schedules. The schedules
have been amended several times. A copy of the latest amendment is
available for free at:
http://bankrupt.com/misc/WestCoastGrowers_284_amendedSAL.pdf
About West Coast Growers
West Coast Growers, Inc., a Kerman, California-based processor and
distributor of California raisins, sought Chapter 11 bankruptcy
protection (Bankr. E.D. Cal. Case No. 15-11079) on March 20, 2015,
in Fresno, California. The case is assigned to Judge W. Richard
Lee.
Related entity Salwasser, Inc. (the 100% shareholder of WCG) also
sought bankruptcy protection on March 20, 2015 (Case No.
15-11080). Charlotte Ellen Salwasser filed a Chapter 11 petition
(Case No. 15-10705) on Feb. 26, 2015. Ms. Salwasser an husband
George Salwasser are the principals and 50% shareholders of
Salwasser, Inc. Mr. Salwasser is the president of WCG, and Ms.
Salwasser is the vice president and secretary of WCG.
Hagop T. Bedoyan, Esq., Jacob L. Eaton, Esq., at Lisa A. Holder,
Esq., at Klein, Denatale, Goldner, Cooper, Rosenlieb & Kimball,
LLP, serve as West Coast Growers' attorneys. Peter L. Fear, Esq.,
at Fear Law Group, P.C., represents Salwasser as counsel.
The U.S. Trustee for Region 17 appointed two creditors to serve on
the official committee of unsecured creditors.
XINERGY CORP: McGuireWoods LLP Approved as Panel's Lead Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Xinergy Ltd., et al., to retain McGuireWoods
LLP as its lead counsel.
The Committee also selected the law firm of Whiteford Taylor
Preston LLP as its local/conflicts counsel.
Michael J. Roeschenthaler, a partner in the law firm of
McGuireWoods with office located at 625 Liberty Avenue, 23rd Floor,
Pittsburgh, Pennsylvania, tells the Court that the current hourly
rates for the individuals expected to participate in the cases are
between $450 to $745 for attorneys and $255 for paralegals.
To the best of the Committee's knowledge, McGuireWoods is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black. The cases are
being jointly administered for procedural purposes.
Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
The U.S. Trustee appointed a two member official committee of
unsecured creditors. The Committee tapped to retain McGuireWoods
LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its
local counsel.
XINERGY LTD: Court Approves Joint Administration of Cases
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia, in
a final order, directed the joint administration of Xinergy Ltd.,
et al.'s Chapter 11 cases.
Pursuant to Bankruptcy Rule 1015(b) and Local Bankruptcy Rule
1015-1, the cases are consolidated for procedural purposes only and
will be jointly administered by the Court under Xinergy Ltd. (Case
No. 15-70444).
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black. The cases are
being jointly administered for procedural purposes.
Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
The U.S. Trustee appointed two creditors to serve in the official
committee of unsecured creditors.
XINERGY LTD: Court OKs Hunton & Williams as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
authorized Xinergy Ltd., et al., to employ Hunton & Williams LLP as
their counsel, effective as of the Petition Date.
Tyler P. Brown, a partner with Hunton & Williams with an office in
Richmond, Virginia located at 951 East Byrd Street, Richmond,
Virginia, told the Court that the Debtors retained Hunton &
Williams in November 2014 in order to provide the Debtors with
restructuring advice and to prepare the Debtors for a bankruptcy
filing.
In connection with its retention by the Debtors, on Dec. 5, 2014,
Hunton & Williams received an advance payment retainer from Xinergy
Corp. in the amount of $75,000 and from Xinergy Ltd. in the amount
of $49,990. The advance payment retainers were applied to an
invoice issued on Feb. 13, 2015, in the amount of $123,728. The
firm received a second advance payment retainer from Xinergy Corp.
on March 26, 2015, in the amount of $125,000. The firm also
received a payment from Xinergy Corp. on March 26, 2015, in the
amount of $48,762, which the firm applied to an invoice issued on
March 6, 2015, in the same amount. The firm received a third
advance payment retainer from Xinergy Corp. on April 6, 2015, in
the amount of $89,642. On April 6, 2015, the firm applied the
total remaining balance of the advance payment retainer held to
accrued fees and expenses in the amount of $215,903, and agreed to
waive the additional amount of fees and expenses incurred by the
firm and unpaid as of the Petition Date, well as other prepetition
claims of the Firm against the Debtors' estate, if any, that might
render Hunton & Williams not disinterested.
The hourly rates for the attorneys and paralegal whom are expected
to have primary responsibility for the representation of the
Debtors in the cases are:
Attorneys Hourly Rates
--------- ------------
Tyler P. Brown, partner $730
Henry P. (Toby) Long, III, associate $505
Justin F. Paget, associate $495
Shannon E. Daily, associate $440
Tina L. Canada, paralegal $225
To the best of the Debtors' knowledge, Hunton & Williams is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Tyler P. Brown, Esq.
Henry P. (Toby) Long, III, Esq.
Justin F. Paget, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Tel: (804) 788-8200
Fax: (804) 788-8218
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black. The cases are
being jointly administered for procedural purposes.
Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
The U.S. Trustee appointed two creditors to serve in the official
committee of unsecured creditors.
XINERGY LTD: Michael Wilson Okayed as Special Conflicts Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
authorized Xinergy Ltd., et al., to employ Michael Wilson PLC as
their special conflicts counsel, effective as of the Petition
Date.
The Debtors also filed an application to employ the law firm of
Hunton & Williams LLP as general bankruptcy counsel. Hunton &
Williams has informed the Debtors that Hunton & Williams is aware
of only one entity for which the Debtors currently need conflicts
counsel to appear in the cases -- Appalachian Electric Power -- who
contacted the Debtors to negotiate the terms of adequate assurance
under the order (i) prohibiting utilities from altering, refusing
or discontinuing service, (ii) deeming utility companies adequately
assured of future performance and (iii) establishing procedures for
determining requests for additional adequate assurance entered by
the Court on April 8, 2015.
Hunton & Williams currently represents AEP, along with its
affiliate Appalachian Power Company, in matters unrelated to the
Debtors and their chapter 11 cases.
The Debtors agreed to pay Mr. Wilson's hourly rate of $275.
To the best of the Debtors' knowledge, the Wilson Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black. The cases are
being jointly administered for procedural purposes.
Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
The U.S. Trustee appointed two creditors to serve in the official
committee of unsecured creditors.
XINERGY LTD: Seaport Global Approved as Financial Advisors
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
authorized Xinergy Ltd., et al., to employ Seaport Global
Securities as their financial advisors and investment bankers,
effective as of the Petition date.
The Court also overruled the limited objection of Jon Nix, holder
of approximately 18.5% of the issued and outstanding voting and
non-voting shares of Xinergy Ltd.
Mr. Nix said that it has repeatedly requested that Xinergy call a
meeting of shareholders for the purposes of, among other things,
removing certain individuals from their positions as directors of
Xinergy and electing new directors to serve until successors are
duly appointed or elected.
SGS is expected to, among other things:
1. assist the Debtors with evaluating certain acquisition
targets of interest to the Debtors;
2. assist the Debtors in preparing retention or incentive plans
for employees; and
3. assist the Debtors to negotiate, refinance, defer or amend
the maturity of, exchange, or otherwise pay off the Debtors'
existing indebtedness.
The Debtors will pay SGS in this fee structure:
a) a financial advisory fee of $125,000 per month;
b) a DIP financing fee equal to 2% of the gross amount raised by
any DIP Financing; provided that SGS will not receive any DIP
Financing Fee with respect to DIP Financing provided by Highbridge
Capital and/or Whitebox Advisors;
c) a new capital fee equal to 4% for any unsecured or other debt
junior to the existing secured debt, 2% for any secured debt and 5%
for any equity or convertible securities, all computed as a
percentage of the gross cash proceeds raised in the case of equity,
or the principal amount raised in the case of debt, of any New
Capital Raise; provided that the fee for secured debt raised prior
to commencing a Bankruptcy Case will be 3%;
d) a restructuring fee equal to $1,500,000 upon the earlier of
(i) the confirmation and effectiveness of a Plan or (ii) the
substantial consummation of any other Restructuring Transaction;
e) if the Debtors announce or enter into an agreement with
respect to an acquisition during the term of SGS' engagement under
the engagement letter and such acquisition is thereafter
consummated, then the Debtors will pay to SGS at the closing of
such acquisition a cash success fee in immediately available funds
equal to 2% of the aggregate consideration paid in connection with
such acquisition, which fee will be payable in immediately
available funds coincident with the closing of such acquisition;
f) a M&A fee equal to 2% of the aggregate consideration received
in connection with a M&A transaction, which fee will be payable at
the closing of any M&A transaction; provided that the
fee for a sale leaseback will be 3% of the aggregate consideration;
provided, further, that the Debtors may bring in Deutsche Bank
Securities Inc. to cooperatively share in (x) the work involved in
any M&A transaction excluding a sale leaseback and (y) up to 50% of
the M&A fee, except for a sale leaseback; and
g) if, after execution of an agreement in principle, letter of
intent, definitive agreement or similar agreement in connection
with an acquisition or M&A transaction, the transaction is not
completed and the Debtors or its affiliates are entitled to any
payment, the Debtors will pay to SGS a fee equal to 20% of the
termination fee, at such time as the termination fee is received by
the Debtors.
To the best of the Debtors' knowledge, SGS (a) is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Xinergy Ltd.
Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia. Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia. Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.
Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black. The cases are
being jointly administered for procedural purposes.
Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.
The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.
The U.S. Trustee appointed two creditors to serve in the official
committee of unsecured creditors.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 111.9 (5.5) (0.6)
ABSOLUTE SOFTWRE ALSWF US 111.9 (5.5) (0.6)
ABSOLUTE SOFTWRE OU1 GR 111.9 (5.5) (0.6)
ACCRETIVE HEALTH ACHI US 446.4 (142.2) (32.7)
ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3)
ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3)
ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8)
ADVENT SOFTWARE AXQ GR 424.8 (50.1) (110.8)
AEROJET ROCKETDY GCY TH 1,911.7 (126.4) 109.8
AEROJET ROCKETDY GCY GR 1,911.7 (126.4) 109.8
AEROJET ROCKETDY AJRD US 1,911.7 (126.4) 109.8
AIR CANADA ACDVF US 11,581.0 (1,213.0) (95.0)
AIR CANADA ADH2 TH 11,581.0 (1,213.0) (95.0)
AIR CANADA ADH2 GR 11,581.0 (1,213.0) (95.0)
AIR CANADA AC CN 11,581.0 (1,213.0) (95.0)
AIR CANADA ACEUR EU 11,581.0 (1,213.0) (95.0)
AK STEEL HLDG AKS US 4,556.3 (392.9) 949.0
AK STEEL HLDG AK2 GR 4,556.3 (392.9) 949.0
AK STEEL HLDG AKS* MM 4,556.3 (392.9) 949.0
AK STEEL HLDG AK2 TH 4,556.3 (392.9) 949.0
ALLIANCE HEALTHC AIQ US 551.6 (88.9) 46.7
AMC NETWORKS-A AMCX* MM 4,049.4 (89.4) 597.5
AMC NETWORKS-A AMCX US 4,049.4 (89.4) 597.5
AMC NETWORKS-A 9AC GR 4,049.4 (89.4) 597.5
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC 8AL TH 178.8 (15.6) (13.1)
ANGIE'S LIST INC ANGI US 178.8 (15.6) (13.1)
ANGIE'S LIST INC 8AL GR 178.8 (15.6) (13.1)
ASPEN TECHNOLOGY AST GR 317.1 (26.8) (17.4)
ASPEN TECHNOLOGY AZPN US 317.1 (26.8) (17.4)
AUTOZONE INC AZ5 GR 8,032.4 (1,643.2) (742.6)
AUTOZONE INC AZ5 TH 8,032.4 (1,643.2) (742.6)
AUTOZONE INC AZOEUR EU 8,032.4 (1,643.2) (742.6)
AUTOZONE INC AZO US 8,032.4 (1,643.2) (742.6)
AVID TECHNOLOGY AVID US 182.0 (344.7) (165.7)
AVID TECHNOLOGY AVD GR 182.0 (344.7) (165.7)
AVINGER INC AVGR US 23.1 (16.1) 13.3
AVINTIV SPECIALT POLGA US 1,901.8 (12.6) 315.2
BARRACUDA NETWOR CUDA US 389.3 (39.1) 29.1
BARRACUDA NETWOR 7BM GR 389.3 (39.1) 29.1
BERRY PLASTICS G BP0 GR 5,214.0 (73.0) 758.0
BERRY PLASTICS G BERY US 5,214.0 (73.0) 758.0
BRINKER INTL BKJ GR 1,437.3 (32.1) (216.6)
BRINKER INTL EAT US 1,437.3 (32.1) (216.6)
BURLINGTON STORE BURL US 2,683.1 (30.4) 161.9
BURLINGTON STORE BUI GR 2,683.1 (30.4) 161.9
BURLINGTON STORE BURL* MM 2,683.1 (30.4) 161.9
CABLEVISION SY-A CVY GR 6,701.2 (5,022.6) 50.8
CABLEVISION SY-A CVCEUR EU 6,701.2 (5,022.6) 50.8
CABLEVISION SY-A CVY TH 6,701.2 (5,022.6) 50.8
CABLEVISION SY-A CVC US 6,701.2 (5,022.6) 50.8
CABLEVISION-W/I CVC-W US 6,701.2 (5,022.6) 50.8
CABLEVISION-W/I 8441293Q US 6,701.2 (5,022.6) 50.8
CADIZ INC CDZI US 66.0 (44.1) (22.9)
CAMBIUM LEARNING ABCD US 154.9 (77.3) (19.9)
CARBYLAN THERAPE CBYL US 7.7 (9.4) (6.7)
CASELLA WASTE WA3 GR 654.4 (20.9) 4.9
CASELLA WASTE CWST US 654.4 (20.9) 4.9
CEDAR FAIR LP 7CF GR 2,005.9 (21.2) (74.4)
CEDAR FAIR LP FUN US 2,005.9 (21.2) (74.4)
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHOICE HOTELS CHH US 661.1 (413.5) 175.4
CHOICE HOTELS CZH GR 661.1 (413.5) 175.4
CINCINNATI BELL CIB GR 1,733.0 (599.6) 46.3
CINCINNATI BELL CBB US 1,733.0 (599.6) 46.3
CLEAR CHANNEL-A C7C GR 6,179.8 (255.3) 410.7
CLEAR CHANNEL-A CCO US 6,179.8 (255.3) 410.7
CLIFFS NATURAL R CLF* MM 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CVA TH 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CVA GR 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CLF US 2,702.6 (1,782.1) 677.9
CLIFFS NATURAL R CLF2EUR EU 2,702.6 (1,782.1) 677.9
CODE REBEL CORP CDRB US 0.5 (1.6) (1.4)
COLLEGIUM PHARMA COLL US 5.1 (12.2) (5.9)
COMVERSE INC CM1 GR 577.9 (7.2) 59.9
COMVERSE INC CNSI US 577.9 (7.2) 59.9
CONNECTURE INC 2U7 GR 96.0 (33.2) (24.9)
CONNECTURE INC CNXR US 96.0 (33.2) (24.9)
CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0)
CORIUM INTERNATI CORI US 62.7 (0.4) 35.9
CORIUM INTERNATI 6CU GR 62.7 (0.4) 35.9
CYAN INC CYNI US 112.1 (18.4) 56.9
CYAN INC YCN GR 112.1 (18.4) 56.9
DELEK LOGISTICS DKL US 332.6 (20.6) 11.8
DELEK LOGISTICS D6L GR 332.6 (20.6) 11.8
DIEGO PELLICER W DPWW US 0.0 (0.1) (0.1)
DIRECTV DIG1 GR 24,301.0 (4,280.0) 482.0
DIRECTV DTVEUR EU 24,301.0 (4,280.0) 482.0
DIRECTV DTV CI 24,301.0 (4,280.0) 482.0
DIRECTV DTV US 24,301.0 (4,280.0) 482.0
DOMINO'S PIZZA DPZ US 637.0 (1,213.6) 170.7
DOMINO'S PIZZA EZV TH 637.0 (1,213.6) 170.7
DOMINO'S PIZZA EZV GR 637.0 (1,213.6) 170.7
DUN & BRADSTREET DB5 GR 2,027.7 (1,201.3) (276.7)
DUN & BRADSTREET DNB US 2,027.7 (1,201.3) (276.7)
DUNKIN' BRANDS G 2DB TH 3,360.1 (84.9) 278.7
DUNKIN' BRANDS G DNKN US 3,360.1 (84.9) 278.7
DUNKIN' BRANDS G 2DB GR 3,360.1 (84.9) 278.7
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
EOS PETRO INC EOPT US 1.2 (28.0) (29.1)
EXELIXIS INC EX9 GR 282.9 (146.8) 66.4
EXELIXIS INC EX9 TH 282.9 (146.8) 66.4
EXELIXIS INC EXELEUR EU 282.9 (146.8) 66.4
EXELIXIS INC EXEL US 282.9 (146.8) 66.4
FAIRWAY GROUP HO FGWA GR 359.1 (22.6) 17.6
FAIRWAY GROUP HO FWM US 359.1 (22.6) 17.6
FENIX PARTS INC FENX US 0.8 (1.1) (1.1)
FENIX PARTS INC 9FP GR 0.8 (1.1) (1.1)
FERRELLGAS-LP FGP US 1,592.9 (103.4) 23.7
FERRELLGAS-LP FEG GR 1,592.9 (103.4) 23.7
FREESCALE SEMICO FSL US 3,096.0 (3,454.0) 1,174.0
FREESCALE SEMICO 1FS GR 3,096.0 (3,454.0) 1,174.0
FREESCALE SEMICO FSLEUR EU 3,096.0 (3,454.0) 1,174.0
FREESCALE SEMICO 1FS TH 3,096.0 (3,454.0) 1,174.0
FUTURELAND CORP FUTL US 0.0 (0.7) (0.7)
GAMING AND LEISU 2GL GR 2,552.5 (125.5) 1.1
GAMING AND LEISU GLPI US 2,552.5 (125.5) 1.1
GARDA WRLD -CL A GW CN 1,482.9 (332.3) 47.7
GARTNER INC GGRA GR 1,789.4 (139.5) (420.1)
GARTNER INC IT US 1,789.4 (139.5) (420.1)
GENESIS HEALTHCA SH11 GR 6,031.4 (205.5) 209.3
GENESIS HEALTHCA GEN US 6,031.4 (205.5) 209.3
GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0
GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0
GLAUKOS CORP GKOS US 28.3 (4.4) (4.9)
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GOD GR 17.9 (24.6) (35.0)
GOLD RESERVE INC GDRZF US 17.9 (24.6) (35.0)
GOLD RESERVE INC GRZ CN 17.9 (24.6) (35.0)
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GYMBOREE CORP/TH GYMB US 1,206.6 (352.8) 30.7
HCA HOLDINGS INC HCA US 31,288.0 (6,222.0) 1,958.0
HCA HOLDINGS INC 2BH TH 31,288.0 (6,222.0) 1,958.0
HCA HOLDINGS INC 2BH GR 31,288.0 (6,222.0) 1,958.0
HCA HOLDINGS INC HCAEUR EU 31,288.0 (6,222.0) 1,958.0
HD SUPPLY HOLDIN 5HD GR 6,321.0 (498.0) 1,400.0
HD SUPPLY HOLDIN HDS US 6,321.0 (498.0) 1,400.0
HERBALIFE LTD HLF US 2,388.9 (301.2) 259.3
HERBALIFE LTD HLFEUR EU 2,388.9 (301.2) 259.3
HERBALIFE LTD HOO GR 2,388.9 (301.2) 259.3
HOVNANIAN-A-WI HOV-W US 2,517.0 (146.3) 1,516.6
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
IEG HOLDINGS COR IEGHD US - (3.8) (0.6)
IHEARTMEDIA INC IHRT US 13,581.9 (10,153.7) 683.9
INCYTE CORP ICY GR 862.6 (41.4) 466.6
INCYTE CORP INCY US 862.6 (41.4) 466.6
INCYTE CORP INCYEUR EU 862.6 (41.4) 466.6
INCYTE CORP ICY TH 862.6 (41.4) 466.6
INFOR US INC LWSN US 6,778.1 (460.0) (305.9)
INVENTIV HEALTH VTIV US 2,154.4 (613.8) 84.5
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU JE CN 1,297.2 (638.8) (87.0)
JUST ENERGY GROU JE US 1,297.2 (638.8) (87.0)
JUST ENERGY GROU 1JE GR 1,297.2 (638.8) (87.0)
KEMPHARM INC KMPH US 14.1 (26.1) 6.3
KEMPHARM INC 1GD GR 14.1 (26.1) 6.3
L BRANDS INC LB US 6,638.0 (606.0) 927.0
L BRANDS INC LTD QT 6,638.0 (606.0) 927.0
L BRANDS INC LTD GR 6,638.0 (606.0) 927.0
L BRANDS INC LTD TH 6,638.0 (606.0) 927.0
L BRANDS INC LBEUR EU 6,638.0 (606.0) 927.0
L BRANDS INC LB* MM 6,638.0 (606.0) 927.0
LANTHEUS HOLDING LNTH US 248.7 (240.5) 37.4
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEE ENTERPRISES LE7 GR 779.6 (165.1) (20.2)
LEE ENTERPRISES LEE US 779.6 (165.1) (20.2)
LENNOX INTL INC LII US 1,879.5 (16.2) 369.8
LENNOX INTL INC LXI GR 1,879.5 (16.2) 369.8
LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0
MAJESCOR RESOURC MJXEUR EU 0.1 (3.2) (3.2)
MANNKIND CORP MNKDEUR EU 360.0 (97.0) (222.5)
MANNKIND CORP NNF1 GR 360.0 (97.0) (222.5)
MANNKIND CORP MNKD US 360.0 (97.0) (222.5)
MANNKIND CORP NNF1 TH 360.0 (97.0) (222.5)
MARRIOTT INTL-A MAQ GR 6,803.0 (2,537.0) (1,202.0)
MARRIOTT INTL-A MAQ TH 6,803.0 (2,537.0) (1,202.0)
MARRIOTT INTL-A MAR US 6,803.0 (2,537.0) (1,202.0)
MDC COMM-W/I MDZ/W CN 1,640.1 (196.6) (284.0)
MDC PARTNERS-A MD7A GR 1,640.1 (196.6) (284.0)
MDC PARTNERS-A MDZ/A CN 1,640.1 (196.6) (284.0)
MDC PARTNERS-A MDCA US 1,640.1 (196.6) (284.0)
MDC PARTNERS-EXC MDZ/N CN 1,640.1 (196.6) (284.0)
MERITOR INC MTOR US 2,317.0 (570.0) 268.0
MERITOR INC AID1 GR 2,317.0 (570.0) 268.0
MERRIMACK PHARMA MP6 GR 127.0 (128.8) (4.4)
MERRIMACK PHARMA MACK US 127.0 (128.8) (4.4)
MICHAELS COS INC MIK US 1,922.7 (2,031.3) 471.7
MICHAELS COS INC MIM GR 1,922.7 (2,031.3) 471.7
MONEYGRAM INTERN MGI US 4,578.9 (261.8) (45.4)
MOODY'S CORP DUT GR 4,976.0 (146.2) 1,901.1
MOODY'S CORP MCOEUR EU 4,976.0 (146.2) 1,901.1
MOODY'S CORP DUT TH 4,976.0 (146.2) 1,901.1
MOODY'S CORP MCO US 4,976.0 (146.2) 1,901.1
MOODY'S CORP DUT QT 4,976.0 (146.2) 1,901.1
MORGANS HOTEL GR MHGC US 532.4 (246.2) 31.0
MORGANS HOTEL GR M1U GR 532.4 (246.2) 31.0
MOXIAN CHINA INC MOXC US 9.5 (6.4) (13.7)
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
NATHANS FAMOUS NATH US 84.7 (59.9) 61.6
NATIONAL CINEMED NCMI US 985.6 (219.8) 63.5
NATIONAL CINEMED XWM GR 985.6 (219.8) 63.5
NAVISTAR INTL NAV US 6,925.0 (4,744.0) 770.0
NAVISTAR INTL IHR GR 6,925.0 (4,744.0) 770.0
NAVISTAR INTL IHR TH 6,925.0 (4,744.0) 770.0
NEFF CORP-CL A NEFF US 634.4 (202.7) (12.8)
NEW ENG RLTY-LP NEN US 175.7 (29.1) -
NORTHWEST BIO NBYA GR 49.4 (70.7) (86.3)
NORTHWEST BIO NWBO US 49.4 (70.7) (86.3)
OCATA THERAPEUTI OCAT US 4.9 (2.1) (0.3)
OCATA THERAPEUTI T2N1 GR 4.9 (2.1) (0.3)
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
PALM INC PALM US 1,007.2 (6.2) 141.7
PBF LOGISTICS LP 11P GR 402.3 (112.0) 30.1
PBF LOGISTICS LP PBFX US 402.3 (112.0) 30.1
PHILIP MORRIS IN PM US 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PMI SW 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 QT 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM FP 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM1EUR EU 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 GR 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM1 TE 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN PM1CHF EU 33,255.0 (12,246.0) (705.0)
PHILIP MORRIS IN 4I1 TH 33,255.0 (12,246.0) (705.0)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PGEM US 1,231.9 (150.1) 241.4
PLY GEM HOLDINGS PG6 GR 1,231.9 (150.1) 241.4
POLYMER GROUP-B POLGB US 1,901.8 (12.6) 315.2
PROTALEX INC PRTX US 0.6 (11.5) 0.0
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QDZ GR 417.9 (26.9) 110.6
QUALITY DISTRIBU QLTY US 417.9 (26.9) 110.6
QUINTILES TRANSN Q US 3,236.7 (612.3) 778.1
QUINTILES TRANSN QTS GR 3,236.7 (612.3) 778.1
RAYONIER ADV RYQ GR 1,281.8 (52.6) 179.2
RAYONIER ADV RYAM US 1,281.8 (52.6) 179.2
RE/MAX HOLDINGS RMAX US 362.5 (0.2) 41.0
RE/MAX HOLDINGS 2RM GR 362.5 (0.2) 41.0
REGAL ENTERTAI-A RGC US 2,484.4 (911.5) (118.6)
REGAL ENTERTAI-A RGC* MM 2,484.4 (911.5) (118.6)
REGAL ENTERTAI-A RETA GR 2,484.4 (911.5) (118.6)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTPATH INC PRM US 208.0 (91.7) 3.6
REVLON INC-A RVL1 GR 1,873.7 (658.9) 315.1
REVLON INC-A REV US 1,873.7 (658.9) 315.1
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING RYI US 1,903.2 (135.0) 706.3
RYERSON HOLDING 7RY GR 1,903.2 (135.0) 706.3
SALLY BEAUTY HOL S7V GR 2,134.9 (261.0) 766.9
SALLY BEAUTY HOL SBH US 2,134.9 (261.0) 766.9
SBA COMM CORP-A SBACEUR EU 7,527.3 (1,036.8) 38.5
SBA COMM CORP-A SBJ GR 7,527.3 (1,036.8) 38.5
SBA COMM CORP-A SBAC US 7,527.3 (1,036.8) 38.5
SBA COMM CORP-A SBJ TH 7,527.3 (1,036.8) 38.5
SCIENTIFIC GAM-A SGMS US 9,703.4 (189.4) 686.9
SCIENTIFIC GAM-A TJW GR 9,703.4 (189.4) 686.9
SEARS HOLDINGS SEE QT 13,290.0 (1,182.0) 24.0
SEARS HOLDINGS SEE TH 13,290.0 (1,182.0) 24.0
SEARS HOLDINGS SEE GR 13,290.0 (1,182.0) 24.0
SEARS HOLDINGS SHLD US 13,290.0 (1,182.0) 24.0
SECTOR 5 INC SECT US - (0.0) (0.0)
SEQUENOM INC SQNM US 145.5 (15.1) 84.4
SILVER SPRING NE 9SI TH 528.2 (94.3) (10.2)
SILVER SPRING NE SSNI US 528.2 (94.3) (10.2)
SILVER SPRING NE 9SI GR 528.2 (94.3) (10.2)
SIRIUS XM CANADA XSR CN 298.2 (128.5) (173.7)
SIRIUS XM CANADA SIICF US 298.2 (128.5) (173.7)
SONIC CORP SO4 GR 625.8 (0.3) 13.7
SONIC CORP SONCEUR EU 625.8 (0.3) 13.7
SONIC CORP SONC US 625.8 (0.3) 13.7
SPORTSMAN'S WARE 06S GR 305.8 (32.8) 77.8
SPORTSMAN'S WARE SPWH US 305.8 (32.8) 77.8
STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0)
STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0)
SUPERVALU INC SVU US 4,485.0 (636.0) 167.0
SUPERVALU INC SJ1 GR 4,485.0 (636.0) 167.0
SUPERVALU INC SJ1 TH 4,485.0 (636.0) 167.0
SYNERGY PHARMACE SGYP US 194.8 (24.7) 163.1
SYNERGY PHARMACE S90 GR 194.8 (24.7) 163.1
SYNERGY PHARMACE SGYPEUR EU 194.8 (24.7) 163.1
THERAVANCE THRX US 488.7 (260.1) 251.4
THERAVANCE HVE GR 488.7 (260.1) 251.4
THRESHOLD PHARMA THLD US 88.0 (19.9) 53.1
THRESHOLD PHARMA NZW1 GR 88.0 (19.9) 53.1
TRANSDIGM GROUP TDG US 7,226.2 (1,326.2) 853.8
TRANSDIGM GROUP T7D GR 7,226.2 (1,326.2) 853.8
TRINET GROUP INC TN3 GR 1,620.2 (15.1) 15.2
TRINET GROUP INC TNETEUR EU 1,620.2 (15.1) 15.2
TRINET GROUP INC TN3 TH 1,620.2 (15.1) 15.2
TRINET GROUP INC TNET US 1,620.2 (15.1) 15.2
UNISYS CORP USY1 GR 2,131.5 (1,421.3) 242.8
UNISYS CORP USY1 TH 2,131.5 (1,421.3) 242.8
UNISYS CORP UISEUR EU 2,131.5 (1,421.3) 242.8
UNISYS CORP UIS US 2,131.5 (1,421.3) 242.8
UNISYS CORP UISCHF EU 2,131.5 (1,421.3) 242.8
UNISYS CORP UIS1 SW 2,131.5 (1,421.3) 242.8
VENOCO INC VQ US 596.0 (31.1) 52.2
VERISIGN INC VRSN US 2,607.7 (947.9) 17.8
VERISIGN INC VRS TH 2,607.7 (947.9) 17.8
VERISIGN INC VRS GR 2,607.7 (947.9) 17.8
VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8)
VERSEON CORP VSN LN - - -
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WW6 GR 1,446.4 (1,385.2) (260.9)
WEIGHT WATCHERS WTWEUR EU 1,446.4 (1,385.2) (260.9)
WEIGHT WATCHERS WW6 TH 1,446.4 (1,385.2) (260.9)
WEIGHT WATCHERS WTW US 1,446.4 (1,385.2) (260.9)
WEST CORP WT2 GR 3,546.2 (647.7) 247.3
WEST CORP WSTC US 3,546.2 (647.7) 247.3
WESTERN REFINING WR2 GR 434.0 (27.4) 71.5
WESTERN REFINING WNRL US 434.0 (27.4) 71.5
WESTMORELAND COA WLB US 1,829.7 (388.7) 59.0
WESTMORELAND COA WME GR 1,829.7 (388.7) 59.0
WINGSTOP INC WING US 114.1 (54.0) (4.6)
WINGSTOP INC EWG GR 114.1 (54.0) (4.6)
WYNN RESORTS LTD WYR GR 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYR TH 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYNN US 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYNN* MM 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYNNCHF EU 9,151.7 (147.2) 1,135.3
WYNN RESORTS LTD WYNN SW 9,151.7 (147.2) 1,135.3
XACTLY CORP XTLY US 52.7 (25.4) (6.8)
XACTLY CORP XT4Y GR 52.7 (25.4) (6.8)
XERIUM TECHNOLOG TXRN GR 561.0 (102.9) 81.5
XERIUM TECHNOLOG XRM US 561.0 (102.9) 81.5
XOMA CORP XOMA GR 78.1 (13.4) 46.2
XOMA CORP XOMA TH 78.1 (13.4) 46.2
XOMA CORP XOMA US 78.1 (13.4) 46.2
YRC WORLDWIDE IN YRCW US 1,966.2 (479.7) 148.7
YRC WORLDWIDE IN YEL1 GR 1,966.2 (479.7) 148.7
YRC WORLDWIDE IN YEL1 TH 1,966.2 (479.7) 148.7
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***