/raid1/www/Hosts/bankrupt/TCR_Public/150722.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 22, 2015, Vol. 19, No. 203
Headlines
ALCO STORES: Deloitte's Mike Juniper Okayed to Continue as CRO
ATLANTIC & PACIFIC: Bankruptcy Court Approves First Day Motions
ATLANTIC & PACIFIC: List of 19 Stores to Be Sold to Key Food
ATLANTIC & PACIFIC: List of 25 Stores Slated for Closure
ATLANTIC & PACIFIC: List of 25 Stores to Be Sold to Stop & Shop
ATLANTIC & PACIFIC: List of 76 Stores to Be Sold to Acme
ATLANTIC & PACIFIC: UFCW Comments on Chapter 11 Bankruptcy Filing
AUTOMODULAR CORP: Toronto Stock Exchange to Delist Shares
BAHA MAR: Chinese Firm Seeks to Dismiss Bankruptcy Case
BAHA MAR: Court Issues Joint Administration Order
BAHA MAR: Has Interim Authority to Pay $3.5M to Critical Vendors
BLUEGREENPISTA: Case Summary & 7 Largest Unsecured Creditors
BOOMERANG TUBE: UST Objects to Debevoise Hiring
BRANTLEY LAND: Section 341 Meeting Set for Aug. 20
BROOKLYN RENAISSANCE: Questions Validity of Hamilton's Liens
BULLIONDIRECT INC: Case Summary & 11 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Has Deal With 2nd Lien Lenders
CAESARS ENTERTAINMENT: Offers Fin'l Package to Jr. Bondholders
CALERES INC: Moody's Assigns B1 Rating on $200MM Sr. Unsec. Notes
CALERES INC: S&P Assigns BB Rating on Proposed $200MM Unsec. Notes
CHARTER COMMUNICATIONS: Fitch Puts 'BB-' IDR on Rating Watch Pos
CHASSIX HOLDINGS: FMCC Seeks Additional Adequate Protection
CRAIGHEAD COUNTY: Seeks to Sell Fairpark Blvd. Land for $3.99-Mil.
CRYSTAL CATHEDRAL: Bid to Substitute Deceased Parties Granted
DEWEY & LEBOEUF: Defense Atty Seeks to Distance Ex-Chair from Suit
DORAL FINANCIAL: Sept. 7 Set as Governmental Unit Claims Bar Date
DORAL FINANCIAL: Taps Fiddler Gonzalez as Puerto Rico Counsel
DTREDS LLC: Case Summary & 20 Largest Unsecured Creditors
EMPERORS TAMPA: Case Summary & 20 Largest Unsecured Creditors
FAMILY CHRISTIAN: CTW Objects to $0 Cure Amount for Ariz. Lease
FCC HOLDINGS: S&P Affirms Then Withdraws 'CCC' ICR, Outlook Neg.
GENESYS RESEARCH: Section 341 Meeting Scheduled for Aug. 18
GRAND CANYON RANCH: Case Summary & 20 Largest Unsecured Creditors
HARRON COMMUNICATIONS: S&P Affirms BB- CCR, Rates Sec. Debt BB+
HILL-ROM HOLDINGS: Moody's Assigns (P)Ba1 Rating on New Sec. Debt
INDIAN POINT RESORT: Case Summary & Largest Unsecured Creditors
INVENERGY THERMAL: S&P Assigns Prelim. 'B+' Rating on $537MM Loan
JL PROPERTIES: Court Rules on Bid to Appoint Receiver
KAMAN CORP: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable
LTS GROUP: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
MAGNETATION LLC: Judge Approves Restructuring Support Agreement
MIG LLC: BNYM Seeks Turnover of $13.8-Mil. in Cash Collateral
MONTREAL MAINE: Chapter 15 Case Summary
NAVISTAR INT'L: Moody's Affirms B3 CFR & Rates $1.4BB Sec. Loan Ba3
NAVISTAR INTERNATIONAL: Fitch Affirms 'CCC' Issuer Default Ratings
NEW YORK LIGHT: Hires Bond Schoeneck as Counsel
NEW YORK LIGHT: Kyocera Objects to Bond Shoeneck Hiring
PATRIOT COAL: Crowley Liberatore Files Rule 2019 Statement
PATRIOT COAL: Files Liquidating Plan Disclosures
PATRIOT COAL: Mooney Files Rule 2019 Statement
PATRIOT COAL: Troutman, Thomas Persinger File Rule 2019 Statement
PDC ENERGY: S&P Raises CCR to 'B+', Outlook Stable
PELICAN INLET: Voluntary Chapter 11 Case Summary
POINT BLANK: Disclosure Statement Hearing on July 23
PRIME HEALTHCARE: Moody's Assigns B2 CFR, Outlook Stable
RIVERHEAD CHARTER: S&P Cuts 2013A/B Revenue Bonds Ratings to 'BB+'
RONDAXE PROPERTIES: UST Wins Dismissal of Chapter 11 Case
SABINE OIL: Taps Prime Clerk as Claims and Noticing Agent
SOUTHERN CALIFORNIA LOGISTICS: Moodys Cuts 2007/2008A Bonds to Caa2
STANDARD REGISTER: $5MM of Sale Proceeds Will Go to GUC Trust
SWIFT ENERGY: S&P Lowers CCR to 'CCC', Outlook Negative
SWIFT TRANSPORTATION: Moody's Raises CFR to Ba2, Outlook Stable
TERRAFORM GLOBAL: S&P Assigns Prelim. 'B+' CCR, Outlook Stable
TRUMP ENTERTAINMENT: Seeks Nod on Plaza's Restrictive Covenants
UNIVERSAL COOPERATIVES: Modifies Plan to Reflect Resolutions
UNIVERSITY DIRECTORIES: UDX Suit Referred to Bankruptcy Court
VARIANT HOLDING: DIP Loan Increased by $2.1 Million
VIP DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
VISUAL MANAGEMENT: Summary Judgment Bids in Suit v. Beazley Nixed
WYNN RESORTS: S&P Lowers CCR to 'BB', Off CreditWatch Negative
YARWAY CORP: Confirmation Date Deadline Extended Until Sept. 30
YPF SA: Fitch Affirms 'CCC' FC Issuer Default Rating
*********
ALCO STORES: Deloitte's Mike Juniper Okayed to Continue as CRO
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Alco Stores, Inc., et al., to (i) tap Deloitte
Transactions and Business Analytics LLP, to provide the Debtors a
chief restructuring officer and certain additional personnel; and
(ii) designate Deloitte's Michael Juniper as chief restructuring
officer, nunc pro tunc to the Petition Date. The order also
provides that Deloitte's engagement did not terminate on Dec. 19,
2014, and will continue pursuant to the terms set forth in the
engagement letter entered into between the Debtors and Deloitte on
Oct. 12, 2014.
About ALCO Stores
ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States. ALCO offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains. The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.
ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."
ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.
Judge Stacey G. Jernigan presides over the Chapter 11 cases.
As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million. The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.
The Debtor received court approval to sell some of its real estate
along with store leases.
The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent. Michael Moore has been named consultant to
the Debtors.
On June 3, 2015, the Court confirming the Debtor's first amended
plan of liquidation.
Under the Amended Plan, allowed secured claim holders will be paid
in the full amount, general unsecured claim holders will receive
their pro rata share of liquidating trust cash and holders of
subordinated claims and equity interests claim will receive no
distribution under the Plan. Under the Plan, the estimated
recovery for general unsecured claimants is a range between 1% and
15%.
The official committee of unsecured creditors tapped Cooley LLP as
bankruptcy counsel; the Law Office of Judith W. Ross serves as
local counsel; and Glassratner Advisory & Capital Group as
financial advisor.
ATLANTIC & PACIFIC: Bankruptcy Court Approves First Day Motions
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. disclosed that the
United States Bankruptcy Court for the Southern District of New
York on Monday approved the Company's so-called "first day"
motions. Collectively, the orders granted by the Court help ensure
that the Company continues to conduct its business and serve
customers in the ordinary course during the process, A&P said in a
statement.
A&P, which sought bankruptcy protection on Sunday aiming to sell
most of its 297 stores, said in court papers the variety of "first
day" motions will facilitate their transition into their Chapter 11
cases.
"As stated, the Debtors operate in a highly competitive industry.
It is imperative that they make a seamless transition into chapter
11 to preserve the reputation of their businesses and the loyalty
and goodwill of their customers, suppliers and employees. Sales
and operations must continue in the ordinary course of business to
preserve the value of the Stalking Horse Bids and implement the
Sale Strategy. While difficult to implement in any chapter 11
process, maintaining operations without interruption will be
particularly challenging here as many of the Debtors' vendors and
customers were active participants in the 2010 Cases", Christopher
W. McGarry, the CRO, explained in a court filing.
In the First Day Motions, A&P asked the Court to:
-- jointly administer their Chapter 11 cases for procedural
purposes only pursuant to Bankruptcy Rule 1015(b);
-- extend the time to file their schedules of assets and
liabilities, schedules of executory contracts and unexpired leases,
and statements of financial affairs;
-- authorize the payment of prepetition wages, salaries and other
obligations to employees;
-- approve the continuation and maintenance of their various
insurance policies and workers' compensation programs in the
ordinary course of business;
-- approve the continuation of their existing cash management
system;
-- authorize the maintenance of prepetition customer programs,
promotions and practices, as necessary;
-- approve the payment of sales, use, franchise, state and local
income, real and personal property, and other taxes;
-- approve the payment of prepetition claims of warehousemen and
miscellaneous lien claimants;
-- authorize the release of certain funds held in trust for the
benefit and on behalf of non-Debtor third parties; and allow them
to continue to perform and honor obligations under their
prepetition coin deposit arrangement, and under their prepetition
consignment sales arrangements, in the ordinary course of
business;
-- establish procedures to protect the potential value of the
Debtors' tax net operating loss carryforwards ("NOLs") and certain
other tax attributes.
-- establish procedures for determining adequate assurance of
payment for future utility services, and prohibit utility providers
from altering or discontinuing service on account of outstanding
prepetition invoices.
-- appoint Prime Clerk LLC as claims and noticing agent.
A copy of the affidavit in support of the first day motions is
available for free at:
http://bankrupt.com/misc/AandP_1st_Day_Affidavit.pdf
Following a hearing on Monday, the Court granted A&P immediate
access to $50 million of the $100 million debtor-in-possession
(DIP) financing provided by Fortress Investment Group. This DIP
facility will enable A&P to continue operating its stores and pay
its suppliers, vendors, employees and others in the ordinary course
of business.
The Company executed asset purchase agreements to sell
approximately 120 stores, and it will continue strategic sales
through the chapter 11 process. A&P also decided that it will
close 25 stores in the near-term due to lack of interest and
significant ongoing store operating losses. All asset and store
sales will be conducted through a Court-supervised sale process,
subject to Court approval and certain other conditions. The sale
process could include a possible credit bid for certain assets to
be purchased by A&P's current investors.
Aside from the 25 stores expected to close, A&P will continue to
conduct business and serve customers at its stores during the
Court-supervised sale process. These stores are fully stocked with
a complete range of high quality products, and all existing
customer promotional and loyalty programs will stay in place during
this process.
"We are pleased that the Court has granted these motions promptly,
which allows us to continue operating in ordinary course during
this process -- continuing to pay employees, work with suppliers
and serve customers," Paul Hertz, President and Chief Executive
Officer of A&P, said in a press statement. "We are confident that
pursuing a sale process implemented through chapter 11 will enable
us to preserve as many jobs as possible and ensure that we achieve
the best possible outcome for all stakeholders. I want to thank
our employees for their hard work and commitment to our company, as
well as our suppliers for their help in guaranteeing that our
stores are fully stocked and that we are able to continue meeting
the needs of our customers and their families without
interruption."
Prepetition Capital Structure
As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and total liabilities of $2.3 billion.
As of the bankruptcy filing date, the Debtors have outstanding
funded debt obligations consisting of:
(i) approximately $198 million in senior lien secured borrowings
under the Debtors' ABL Facility,
(ii) approximately $262.5 million in principal amount of senior
secured borrowings under the Debtors' Term Loan Facility;
(iii) a face amount of $215 million of secured PIK Toggle Notes,
and
(iv) a face amount of $250 million of secured Convertible Notes.
Wells Fargo Bank, National Association, is the agent for the ABL
Facility and the Term Loan, and U.S. Bank National Association, is
the trustee for the PIK Toggle Notes and the Convertible Notes.
As the Debtors are privately-held companies, none of the Debtors'
equity securities have been publicly-traded since emerging from
their 2010 bankruptcy cases.
Receipts and Disbursements in First 30 Days
Pursuant to Local Rule 1007-2(b)(3), the Debtors have provided the
estimated cash receipts and disbursements, net cash gain or loss,
and obligations and receivables expected to accrue that remain
unpaid, other than professional fees, for the 30-day period
following the filing of the Chapter 11 petitions:
Cash Receipts $398,000,000
Cash Disbursements $405,400,000
Net Cash Loss Not applicable
Unpaid Obligations $130,000,000
Uncollected Receivables $76,600,000
Pursuant to Local Rule 1007-2(b)(1)-(2)(A) and (C), the Debtors
have provided the estimated amount of weekly payroll to the
Debtors' employees (not including officers, directors, and
stockholders) and the estimated amount to be paid to officers,
stockholders, directors, and financial and business consultants
retained by the Debtors for the 30-day period following the filing
of the chapter 11 petitions.
Payments to Employees $53,900,000
Payments to Officers, Stockholders,
and Directors $410,000
Payments to Financial and Business
Consultants $1,335,000
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
ATLANTIC & PACIFIC: List of 19 Stores to Be Sold to Key Food
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., has signed a deal
to sell 19 stores in New Jersey and New York to Key Food Stores
Co-Operative, Inc., for $27.55 million in cash plus inventory plus
prepaid expenses, subject to adjustments, plus assumed liabilities,
subject to higher and better offers.
The stalking horse bid for the stores remains subject to higher and
better offers. The Debtors have proposed a deadline to submit bids
for one or more stores of Sept. 11, 2015. The bid must include a
deposit in the amount of 10% of the proposed purchase price.
Qualified bidders will be able to participate in the proposed
auctions slated for Sept. 24 and 25, 2015, at 9:30 a.m. (ET). Any
interested bidder should contact the Debtors' advisors at:
EVERCORE GROUP LLC
Paul Billyard
Tel: 212-857-3150
E-mail: billyard@evercore.com
Will Jurist
Tel: 212-849-3637
E-mail: William.jurist@evercore.com
- and -
HILCO REAL ESTATE LLC
Gregory Apter
E-mail: gapter@hilcoglobal.com
Matt Tabloff
E-mail: mtabloff@hilcoglobal.com
The stores covered by the sale agreement with Key Food are:
Store Banner City Address State
----- ------ ---- ------- -----
1 59502 Food Basics Paterson 465 Getty Ave NJ
2 70295 Waldbaums Flushing 196-35 Horace Harding Exp. NY
3 70657 Waldbaums Bayside 35-09 Francis Lewis Blvd NY
4 70669 Waldbaums Albertson 1050 Willis Avenue NY
5 59504 Food Basics Glen Rock 937 Lincoln Ave NJ
6 70655 Waldbaums Glen Head 1-1 Park Plaza NY
7 70762 A&P Bronx 5661 Riverdale Ave NY
8 70442 Waldbaums Howard Beach 82-35 153rd Ave NY
9 36715 Food Emporium New York 10 Union Sq 14th & Park NY
10 70749 A&P Harrison 355 Halsted Ave NY
11 59524 Food Basics Fairview 289 Bergen Blvd. NJ
12 59503 Food Basics Brooklyn 2185 Coyle Street NY
13 70296 Waldbaums Brooklyn 81-21 N Utrecht Ave. NY
14 70641 Waldbaums Jackson Heights 75-55 31St Ave. NY
15 72637 Pathmark Brooklyn 1525 Albany Avenue NY
16 70292 Waldbaums South Flatbush 2424 Flatbush Avenue NY
17 70613 Waldbaums Glen Oaks 259-01 Union Turnpike NY
18 70849 Waldbaums Rosebank 375 Tompkins Ave. NY
19 72610 Pathmark New York 410 West 207th Street NY
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
ATLANTIC & PACIFIC: List of 25 Stores Slated for Closure
--------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., is contemplating
the orderly wind-down of certain stores that a potential strategic
buyer has not expressed interest in acquiring, including the
immediate closure of approximately 25 underperforming stores that
have negative profitability and negative lease value.
The Debtors have identified 25 "initial closing" stores (i) that
have a negative 4-wall EBITDA; (ii) for which no bids to acquire
the store have been received after marketing; and (iii) that do not
have a positive market value.
The Debtors are seeking to reject the leases associated with the
Initial Closing Stores.
The Initial Closing Stores have an aggregate daily negative cash
flow rate of approximately $75,000 and approximately $2.5 million
each month. The Debtors estimate that closure of the Initial
Closing Stores will generate approximately $20 million in savings
for the remainder of the 2015 fiscal year. Additionally, the sale
of the Store Closing Assets located in Initial Closing Stores will
yield approximately $48 million in gross proceeds, providing the
Debtors with a necessary and significant cash infusion.
The Initial Closing Stores identified by the Debtors are:
1. Store ID No.: 70212
Landlord: Riverhead Centre, LLC
Debtor: A&P Real Property, LLC
Property Address: 1510 Old Country Rd. Riverhead, NY
Lease Expiration Date: Jul. 31, 2023
2. Store ID No.: 70213
Landlord: 3620 Long Beach Road LLC
Debtor: A&P Real Property, LLC
Property Address: 3620 Long Beach Rd Oceanside, NY
Lease Expiration Date: June 30, 2021
3. Store ID No.: 70244
Landlord: East Marlboro Associates
Debtor: A&P Real Property, LLC
Property Address: 863 E. Baltimore Pike Kenneth Square, PA
Lease Expiration Date: Aug. 31, 2017
4. Store ID No.: 70314
Landlord: Center Square Plaza Associates
Debtor: A&P Real Property, LLC
Property Address: 1301 Skippack Pike Center Square, PA
Lease Expiration Date: May 22, 2020
5. Store ID No.: 70343
Landlord: AVR CP-TWO, LLC
Debtor: A&P Real Property, LLC
Property Address: 2 Westbury Avenue Carle Place, NY
Lease Expiration Date: Aug. 31, 2015
6. Store ID No.: 70562
Landlord: C’PIA, LLC
Debtor: A&P Real Property, LLC
Property Address: Route 13 & Maple Rd Claymont DE
Lease Expiration Date: Apr. 30, 2020
7. Store ID No.: 70597
Landlord: Basser-Kaufman of Matawan, L.L.C.
Debtor: A&P Real Property, LLC
Property Address: 325 Route 35 Cliffwood, NJ
Lease Expiration Date: Mar. 31, 2023
8. Store ID No.: 70656
Landlord: Holmdel Towne Center, LLC
Debtor: A&P Real Property, LLC
Property Address: 2101 Route 35 Holmdel, NJ
Lease Expiration Date: Mar. 31, 2018
9. Store ID No.: 70726
Landlord: Delaware 1851 Associates, LP
Debtor: A&P Real Property, LLC
Property Address: 1851 S. Chris. Columbus Blvd Philadelph., PA
Lease Expiration Date: Sept. 30, 2020
10. Store ID No.: 72128
Landlord: BOIV Belleville MCB, LLC
Debtor: A&P Real Property, LLC
Property Address: 115 Belmont Ave Belleville, NJ
Lease Expiration Date: Jan. 31, 2034
11. Store ID No.: 72175
Landlord: Cliffpass SPE Corp.
Debtor: A&P Real Property, LLC
Property Address: Botany Plaza 85 Ackerman Ave Clifton, NJ
Lease Expiration Date: Mar. 31, 2017
12. Store ID No.: 72185
Landlord: Clifton Grocery Stores, LLC
Debtor: A&P Real Property, LLC
Property Address: 895 Paulison Ave Clifton, NJ
Lease Expiration Date: Mar. 31, 2033
13. Store ID No.: 72512
Landlord: Valley Circle, Inc.
Debtor: A&P Real Property, LLC
Property Address: 651 North Stiles St Linden, NJ
Lease Expiration Date: Jan. 31, 2019
14. Store ID No.: 72535
Landlord: Wick Shopping Plaza Associates, L.L.C.
Debtor: A&P Real Property, LLC
Property Address: 561 Route 1, Unit B Edison, NJ
Lease Expiration Date: Oct. 31, 2017
15. Store ID No.: 72538
Landlord: MCB East Brunswick, LLC
Debtor: A&P Real Property, LLC
Property Address: 50 Race Track Rd East Brunswick, NJ
Lease Expiration Date: Oct. 31, 2033
16. Store ID No.: 72564
Landlord: OLP-MCB Philly-Cottman, LP
Debtor: A&P Real Property, LLC
Property Address: 840 Cottman Ave. Philadelphia, PA
Lease Expiration Date: Sept. 30, 2021
17. Store ID No.: 72567
Landlord: Garnet Company
Debtor: A&P Real Property, LLC
Property Address: 420 MacDade Blvd Folsom, PA
Lease Expiration Date: May 31, 2017
18. Store ID No.: 72581
Landlord: Old Bridge Plaza Associates, LLC
Debtor: A&P Real Property, LLC
Property Address: 1043 US Route 9 Old Bridge, NJ
Lease Expiration Date: Oct. 31, 2017
19. Store ID No.: 72582
Landlord: Indian Head Plaza Associates
Debtor: A&P Real Property, LLC
Property Address: 1256 Indian Head Road Toms River, NJ
Lease Expiration Date: Jan. 31, 2020
20. Store ID No.: 72589
Landlord: Realty Income Corporation
Debtor: A&P Real Property, LLC
Property Address: 3901 Lancaster Pike Wilmington, DE
Lease Expiration Date: Nov. 30, 2030
21. Store ID No.: 72623
Landlord: First Real Estate Investment Trust of New Jersey
Debtor: A&P Real Property, LLC
Property Address: 399 Route 112 Patchogue, NY
Lease Expiration Date: May 31, 2022
22. Store ID No.: 72663
Landlord: Kimco Centereach, LLC
Debtor: A&P Real Property, LLC
Property Address: 2150 Middle Country Rd Centereach, NY
Lease Expiration Date: Sept. 30, 2020
23. Store ID No.: 76248
Landlord: Echo Swedesford Associates LP
Debtor: A&P Real Property, LLC
Property Address: 400-450 W. Swedesford Rd Devon, PA
Lease Expiration Date: Apr. 30, 2021
24. Store ID No.: 76363
Landlord: Walnutport Associates
Debtor: Super Fresh Food Markets, Inc. or A&P Real Property
Property Address: 300 S. Best Ave & Main St Walnutport, PA
Lease Expiration Date: June 30, 2021
25. Store ID No.: 76723
Landlord: US Bank National Association
Debtor: A&P Real Property, LLC
Property Address: 85 Franklin Mills Blvd Philadelphia, PA
Lease Expiration Date: Nov. 30, 2020
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
ATLANTIC & PACIFIC: List of 25 Stores to Be Sold to Stop & Shop
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., has signed a deal
to sell 25 mostly Pathmark and Waldbaums stores in New York and New
Jersey to The Stop & Shop Supermarket Company, LLC, for $146.3
million in cash plus inventory plus prepaid expenses, subject to
adjustments, plus assumed liabilities, subject to higher and better
offers.
The stalking horse bid for the stores remains subject to higher and
better offers. The Debtors have proposed a deadline to submit bids
for one or more stores of Sept. 11, 2015. The bid must include a
deposit in the amount of 10% of the proposed purchase price.
Qualified bidders will be able to participate in the proposed
auctions slated for Sept. 24 and 25, 2015, at 9:30 a.m. (ET). Any
interested bidder should contact the Debtors' advisors at:
EVERCORE GROUP LLC
Paul Billyard
Tel: 212-857-3150
E-mail: billyard@evercore.com
Will Jurist
Tel: 212-849-3637
E-mail: William.jurist@evercore.com
- and -
HILCO REAL ESTATE LLC
Gregory Apter
E-mail: gapter@hilcoglobal.com
Matt Tabloff
E-mail: mtabloff@hilcoglobal.com
The stores covered by the sale agreement with Stop & Shop are:
Store Banner City Address State
----- ------ ---- ------- -----
1 70226 A&P Mt Kisco 195 North Bedford Rd NY
2 72270 Pathmark South Orange 407 Valley Street NJ
3 72633 Pathmark Franklin Square 460 Franklin Avenue NY
4 72608 Pathmark Greenvale 130 Wheatley Plaza NY
5 72667 Pathmark Bronx 1720 Eastchester Road NY
6 72647 Pathmark Bronx 2136 Bartow Avenue NY
7 72619 Pathmark Brooklyn 625 Atlantic Avenue NY
8 72638 Pathmark Brooklyn 2965 Cropsey Avenue NY
9 72616 Pathmark Jamaica 134-40 Springfield Blvd NY
10 72626 Pathmark Ozone Park 92-10 Atlantic Avenue NY
11 72622 Pathmark Whitestone 31-06 Farrington Street NY
12 70658 Waldbaums Long Beach 85 E. Park Ave. NY
13 70465 Waldbaums Massapequa 702 Hicksville Road NY
14 72625 Pathmark Seaford 4055 Merrick Road NY
15 70260 Waldbaums Southampton 167 Main St. Jagger Lane NY
16 70452 Waldbaums Baldwin 905 Atlantic Ave. NY
17 70651 Waldbaums Howard Beach 156-01 Crossbay Blvd. NY
18 70236 Waldbaums Huntington 60 Wall Street NY
19 72685 Pathmark Staten Island 1351 Forest Avenue NY
20 70257 Waldbaums Easthampton 67 Newtown Lane NY
21 70616 Waldbaums Bell Harbor 112-15 Beach Channel Dr. NY
22 72661 Pathmark Bronx 961 East 174th Street NY
23 70632 Waldbaums Bay Terrace 213-15 26th Avenue NY
24 70695 A&P Closter 400 Demarest Avenue NJ
25 72284 Pathmark Kinnelon 25 Kinnelon Road NJ
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
ATLANTIC & PACIFIC: List of 76 Stores to Be Sold to Acme
--------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., the 156-year-old,
297-store supermarket and liquor store chain, has signed a deal to
sell 76 stores to Acme Markets, Inc. for $255.7 million in cash
plus the amount of the inventory plus prepaid expenses plus assume
liabilities, subject to higher and better offers.
The stalking horse bid for the stores remains subject to higher and
better offers. The Debtors have proposed a deadline to submit bids
for one or more stores of Sept. 11, 2015. The bid must include a
deposit in the amount of 10% of the proposed purchase price.
Qualified bidders will be able to participate in the proposed
auctions slated for Sept. 24 and 25, 2015, at 9:30 a.m. (ET). Any
interested bidder should contact the Debtors' advisors at:
EVERCORE GROUP LLC
Paul Billyard
Tel: 212-857-3150
E-mail: billyard@evercore.com
Will Jurist
Tel: 212-849-3637
E-mail: William.jurist@evercore.com
- and -
HILCO REAL ESTATE LLC
Gregory Apter
E-mail: gapter@hilcoglobal.com
Matt Tabloff
E-mail: mtabloff@hilcoglobal.com
The stores covered by the sale agreement with Acme are:
Store Banner City Address State
----- ------ ---- ------- -----
1 70927 A&P Wall Township 2007 State Route 35 NJ
2 70205 A&P Yorktown 100 Triangle Center NY
3 70620 A&P Midland Park 137 Lake Street NJ
4 70677 A&P Mahwah 125 Franklin Tnpk NJ
5 70408 A&P New Providence 1260 Springfield Ave NJ
6 70233 Superfresh Philadelphia 180 West Girard Ave PA
7 70787 A&P Thornwood 610 Columbus Ave. NY
8 70479 A&P Fort Lee 2160 Lemoine Ave NJ
9 70659 A&P Woodcliff Lake 520 Chestnut Ridge Road NJ
10 70186 A&P Yonkers 660 Mclean Ave NY
11 70107 A&P Mohegan Lake 3105 East Main Street NY
12 70649 A&P Denville 123-125 Main Street NJ
13 70640 A&P Jersey City 125 18th Street NJ
14 72112 Pathmark Jersey City 321 Stadium Plaza NJ
15 70639 A&P Allendale 45 Demercurio Drive NJ
16 70784 A&P Croton on Hudson 2005 Albany Post Rd. NY
17 70154 A&P Brewster 1511 Rte 22 NY
18 70867 A&P Kenilworth 801 Kenilworth Blvd NJ
19 70650 A&P South Plainfield 907D Oak Tree Road NJ
20 70642 A&P Jefferson Townsh 5774 Berkshire Vall. Rd NJ
21 70621 A&P Vernon 530 Rt 515 Unit 1 NJ
22 70185 A&P Yonkers 1233 Nepperhan Ave. NY
23 70821 A&P Little Silver 507 Prospect Ave. NJ
24 70606 A&P Hoboken 614 Clinton St NJ
25 70207 A&P Goldens Bridge Rt 22 and Rt 138 NY
26 70167 A&P Hopewell Junct. 829 Route 82 NY
27 72181 Pathmark Elmwood Park 58 Broad Way NJ
28 70768 A&P Bronxville 12-14 Cedar Street NY
29 70864 A&P Montclair 510 Valley Road NJ
30 70874 Superfresh Ocean City 9507 Coastal Hwy MD
31 70780 A&P Stamford 1201 High Ridge Road CT
32 70773 A&P Bedford 422 Old Post Road NY
33 72190 Pathmark Edgewater 481 River Road NJ
34 70164 A&P Mahopac 3 Village Center NY
35 70826 A&P Clark 1060 Raritan Road NJ
36 70208 A&P Millwood 230 Saw Mill River Road NY
37 70908 A&P Ortley Beach 5 Ortley Plaza NJ
38 70684 A&P Sussex 455 Rt 23 North NJ
39 70728 A&P Rye Brook 261 South Ridge St. NY
40 70740 A&P Greenwich 160 West Putnam Avenue CT
41 70763 A&P Briarcliff Manor 1886 Pleasantville Road NY
42 70456 A&P Blairstown 152 Route 94 NJ
43 70750 A&P Riverside 1261 East Putnam Avenue CT
44 76710 Pathmark Philadelphia 2101-41 Cottman Ave. PA
45 70766 A&P Eastchester 777 White Plains Road NY
46 70664 A&P Park Ridge 199 Kinderkamack Rd NJ
47 70786 A&P Greenburgh 103 Knollwood Road NY
48 70189 Superfresh Haverton 1305 West Chester Pike PA
49 70153 A&P Shrub Oak 1366 East Main Street NY
50 70761 A&P West New York 55 Riverwalk Drive West NJ
51 70516 A&P New Rochelle 23 Quaker Ridge Road NY
52 70094 A&P Pleasant Valley Rte 44 & North Ave NY
53 70500 A&P New Canaan 288 Elm Street CT
54 70626 A&P Tinton Falls 990 Shrewsburry Ave NJ
55 72178 Pathmark Weehawken 4100 Park Avenue NJ
56 70811 A&P Old Bridge 3500 Route #9 NJ
57 72194 Pathmark Bergenfield 80 New Bridge Road NJ
58 70471 Superfresh Manahawkin 609 East Bay Avenue NJ
59 70391 A&P Saddle Brook 75 Mayhill Street NJ
60 72186 Pathmark Newark 281-295 Ferry Street NJ
61 70252 Superfresh Richboro 800 2nd Street Pike PA
62 70584 Superfresh Wilmington 1812 Marsh Rd DE
63 70730 Superfresh Philadelphia 305 S. Fifth St. PA
64 70477 Superfresh Ocean City 800 West Ave NJ
65 72587 Pathmark Ventnor 5100 Wellington Avenue NJ
66 76725 Pathmark Philadelphia 7700 Crittendan St PA
67 70747 Superfresh Philadelphia 1001 South Street PA
68 70801 A&P Warrenville 177 Wash. Valley Rd. NJ
69 70559 Superfresh Rehoboth 18578 Coastal Highway DE
70 72590 Pathmark Newark 100 College Square DE
71 72586 Pathmark Wilmington 4365 Kirkwood Highway DE
72 70474 Superfresh Wildwood 2400 Delaware Avenue NJ
73 76585 Pathmark Boothwyn 643 Conchester Highway PA
74 70293 Superfresh Wynnewood 250 E Lancaster PA
75 70294 Superfresh Gladwynne 1025 Youngsford Road PA
76 70588 Superfresh Newark 401 New London Rd. DE
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company currently employs approximately 28,500 employees, over 90%
of whom are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements (collectively, the "CBAs").
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
ATLANTIC & PACIFIC: UFCW Comments on Chapter 11 Bankruptcy Filing
-----------------------------------------------------------------
The United Food and Commercial Workers (UFCW) International Union,
the largest private sector union in the nation, released the
following statement on July 20 regarding The Great Atlantic and
Pacific Tea Company, Inc.'s Chapter 11 bankruptcy filing:
"For decades, the dedication and sacrifices of hard-working UFCW
members have been instrumental in keeping A&P's doors open. Every
day, they have shown their commitment to their jobs, their
coworkers, the community, and this union family. As difficult as
this bankruptcy process is, our message to A&P is a simple one --
we expect A&P to do what is right by members and their families.
"Our message to any potential buyers of A&P is that our
hard-working members are not just employees, they are the heart and
soul of these stores. They are committed to their success and
determined to make them even stronger. We remain united and look
forward to working with any company that will do what is right by
our members and their families.
"With respect to the 30,000 great men and women who work at A&P and
are part of our union family, we understand the uncertainty and
concern that this bankruptcy announcement brings. We want our
members and their families to know we are here to help in every way
we can. We will commit the staff and resources necessary, and we
will address every question and concern during this difficult
time.
"Looking ahead, we fully expect A&P to stay in business during this
bankruptcy process and honor its responsibilities to its employees,
our members, and their families. The UFCW and UFCW Local Unions
will work hard to ensure that the process for selling stores
protects our members' jobs, working conditions, and benefits. We
will also hold A&P to its commitments to involve UFCW in the sales
process, protect union contracts and these good jobs.
"For the sake of the men and women of A&P, now is the time for A&P
and any potential buyer to focus on doing what is right for our
hard-working members and their families.”
About Atlantic and Pacific
Founded in 1859, The Great Atlantic and Pacific Tea Company, Inc.
(A&P), headquartered in Montvale, N.J., is a supermarket chain
operating 301 supermarkets under the A&P, The Food Emporium,
Pathmark, Superfresh, Waldbaums and Foodbasics banners and 18
liquor stores in the Northeast US concentrated in the New York /
New Jersey / Pennsylvania markets. The company's annual sales are
about $5.8 billion.
A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following trade
names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best
Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food
Basics. A&P had 41,000 employees prior to the bankruptcy filing.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.
Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors. Kurtzman Carson Consultants LLC
acted as the claims and notice agent. Lazard Freres & Co. LLC
served as the financial advisor. Huron Consulting Group served as
management consultant. Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.
The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.
A&P sold or closed stores during the bankruptcy proceedings. It
emerged from bankruptcy with 320 supermarkets. Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory. Thirteen other
locations didn't attract buyers at auction and were closed mid-July
2011.
Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring. JP Morgan and Credit Suisse arranged a $645 million
exit financing facility.
* * *
In April 2014, Standard & Poor's Ratings Services revised its
outlook on Montvale, N.J.-based The Great Atlantic & Pacific Tea
Co. (A&P) to developing from negative. At the same time, S&P
affirmed all ratings, including the 'CCC' corporate credit rating.
The 'CCC' corporate credit rating reflects S&P's view that the
company's overall profits may still be vulnerable to continued
sales declines over the next year, which could strain the company's
liquidity. S&P also view the company's financial risk
profile as "highly leveraged" and business risk profile as
"vulnerable."
In February 2014, Moody's Investors Service affirmed the company's
Caa2 corporate family rating and Caa2-PD probability of default
rating. The Caa2 corporate family rating reflects A&P's weak
operating performance, very weak credit metrics and Moody's opinion
that A&P's cash interest coverage and free cash flow will remain
weak over the next year.
The TCR, on Oct. 31, 2014, reported that Standard & Poor's Ratings
Services withdrew its ratings on The Great Atlantic & Pacific Tea
Co. Inc., including its 'CCC' corporate credit rating, at the
company's request. At the time of the withdrawal the outlook was
developing.
AUTOMODULAR CORP: Toronto Stock Exchange to Delist Shares
---------------------------------------------------------
Automodular Corporation on July 16 disclosed that the Continued
Listing Committee of Toronto Stock Exchange, following the
previously announced 120-day Remedial Review Process, has
determined that the Company no longer meets the criteria for
continued listing on the TSX since the Company is not actively
engaged in ongoing business. Accordingly, the Company's common
shares will be de-listed from the TSX on August 14, 2015.
The Company also disclosed that it has applied to list its common
shares on NEX, a separate board of the TSX Venture Exchange.
Automodular believes that it satisfies all requirements for listing
on NEX and is working with TSX and NEX to coordinate the listing of
its common shares on NEX concurrent with the de-listing from the
TSX.
About Automodular Corporation
Automodular Corporation, together with its subsidiaries, supplies
sub-assembly, sequencing, and transportation and logistics services
to its automotive original equipment manufacturer (OEM) plant in
Ontario, Ford. Automodular was founded in 1957 and is
headquartered in Ajax, Canada.
BAHA MAR: Chinese Firm Seeks to Dismiss Bankruptcy Case
-------------------------------------------------------
Reuters reported that China Construction America, the Chinese
construction company building the $3.5 billion Baha Mar resort in
the Bahamas, plans to file a motion to dismiss the bankruptcy case
related to the unfinished project.
Baha Mar Ltd, led by developer Sarkis Izmirlian, blames the Chinese
construction firm for the delays that forced the resort to miss its
opening in late March, the Reuters report related.
About Baha Mar
Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402). 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.
The case is assigned to Judge Kevin J. Carey.
The Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,
and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York. The Debtors' Delaware counsel are Laura Davis
Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien. The Debtors' special litigation counsel is
Kobre
& Kim LLP. The Debtors' construction counsel is Glaser Weil Fink
Howard Avchen & Shapiro LLP.
The Debtors' investment banker and financial advisor is Moelis
Company LLC. The Debtors' claims and noticing agent is Prime
Clerk
LLC.
BAHA MAR: Court Issues Joint Administration Order
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order directing joint administration of the Chapter 11 cases of
Northshore Mainland Services, Inc., and its debtor affiliates under
lead case no. 15-11402 (KJC).
About Baha Mar
Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402). 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.
The case is assigned to Judge Kevin J. Carey.
The Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,
and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York. The Debtors' Delaware counsel are Laura Davis
Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien. The Debtors' special litigation counsel is Kobre
& Kim LLP. The Debtors' construction counsel is Glaser Weil Fink
Howard Avchen & Shapiro LLP.
The Debtors' investment banker and financial advisor is Moelis
Company LLC. The Debtors' claims and noticing agent is Prime Clerk
LLC.
BAHA MAR: Has Interim Authority to Pay $3.5M to Critical Vendors
----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Northshore Mainland Services, Inc., et al.,
to pay or honor critical vendor claims that (a) arose prior to the
Petition Date or (b) become due and payable subsequent to the
Petition Date; provided, however, that the payments will be subject
to an interim cap of $3,500,000.
The Debtors are also authorized to pay Section 503(b)(9) Claims as
an administrative expense in the ordinary course of business
provided that the payment will be subject to an interim cap of
$350,000.
The final hearing to consider approval of the request is scheduled
for Aug. 3, 2015, at 1:30 p.m. (Eastern Time). Objections must be
filed on or before July 27.
About Baha Mar
Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402). 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.
The case is assigned to Judge Kevin J. Carey.
The Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,
and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York. The Debtors' Delaware counsel are Laura Davis
Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien. The Debtors' special litigation counsel is Kobre
& Kim LLP. The Debtors' construction counsel is Glaser Weil Fink
Howard Avchen & Shapiro LLP.
The Debtors' investment banker and financial advisor is Moelis
Company LLC. The Debtors' claims and noticing agent is Prime Clerk
LLC.
BLUEGREENPISTA: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bluegreenpista Enterprises, Inc.
8484 Willow Plaza
Newark, CA 94560
Case No.: 15-12827
Nature of Business: Farming
Chapter 11 Petition Date: July 18, 2015
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Judge: Hon. Fredrick E. Clement
Debtor's Counsel: David R. Jenkins, Esq.
DAVID R. JENKINS, PC
PO Box 1406
Fresno, CA 93716
Tel: (559) 264-5695
Email: E-mail: drjbklawyer@sbcglobal.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Pinder Singh, president.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb15-12827.pdf
BOOMERANG TUBE: UST Objects to Debevoise Hiring
-----------------------------------------------
Boomerang Tube, LLC, et al., filed an application to employ
Debevoise & Plimpton LLP as special corporate and transactions
counsel nunc pro tunc to the Petition Date.
Andrew R. Vara, Acting U.S. Trustee for Region 3, in his objection
to the Debtors' application, stated that, among other things:
1. Debevoise's proposed retention concerns the Debtors'
restructuring broadly and therefore is impermissible under Section
327(e) of the Bankruptcy Code.
2. The Debtors have not shown that postpetition discontinuance
of prepetition discount is reasonable; and
3. Record of Debevoise's connections must be developed further.
The Official Committee of Unsecured Creditors has joined in the
objection of the Acting U.S. Trustee.
The Debtor says it has tapped Debevoise to provide services in
connection with the negotiation and drafting of appropriate
corporate documents with respect to the consummation of a plan of
reorganization, financing and general corporate matters.
Debevoise will bill at its standard hourly rates, which currently
are:
Billing Category Range
------- --------------
Partners $900 – $1,250
Counsel $850 – $1,065
Associates $465 – $885
Paraprofessionals $195 – $380
These professionals are expected to have primary responsibility
for providing services to the Debtors:
My Chi To (Partner, Business
Restructuring and Workouts) $1,195
Ramya Tiller (Associate, Finance) $840
Patricia Teixeira (Associate, Finance) $825
Nick S. Kaluk, III (Associate, Business
Restructuring and Workouts) $720
To the best of the Debtors' knowledge, Debevoise do not hold or
represent any interest adverse to the Debtors or their estates with
respect to the matters on which Debevoise is to be employed.
The Committee is represented by:
Sunni P. Beville, Esq.
Steven D. Pohl, Esq.
Brian T. Rice, Esq.
BROWN RUDNICK LLP
One Financial Center
Boston, MA 02111
Tel:(617) 856-8200
Bennett S. Silverberg
Seven Times Square
New York, NY 10036
Tel: (212) 209-4800
The U.S. Trustee is represented by:
Benjamin A. Hackman, Esq.
Trial Attorney
U.S. Department of Justice
Office of the U.S. Trustee
J. Caleb Boggs Federal Building
844 King Street, Suite 2207
Lockbox 35 Wilmington, DE 19801
Tel: (302) 573-6491
Fax: (302) 573-6497
About Boomerang Tube
Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States. OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing. Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets. With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America. Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.
Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to
100% of the common stock of the reorganized company.
The Debtor disclosed $272,205,337 in assets and $300,375,946 in
liabilities as of th Chapter 11 filing.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.
On June 30, 2015, the Debtor filed a bankruptcy-exit plan and
explanatory disclosure statement. A hearing to approve the
Disclosure Statement is set for August 11.
The U.S. Trustee overseeing the Chapter 11 case appointed five
creditors to serve on an official committee of unsecured
creditors.
BRANTLEY LAND: Section 341 Meeting Set for Aug. 20
--------------------------------------------------
There will be a meeting of creditors in the bankruptcy case of
Brantley Land & Timber Company, LLC on Aug. 20, 2015, at 11:00 a.m.
at Brunswick Meeting Room.
Creditors have until Nov. 18, 2015, to submit their proofs of
claim. For governmental units, the bar date is Jan. 12, 2016.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Brantley Land & Timber Company, LLC sought Chapter 11 bankruptcy
for protection (Bankr. S.D. Ga. Case No. 15-20584) on July 16,
2015. The petition was signed by Jerry W. Harper as receiver. The
Debtor disclosed total assets of $14 million and total liabilities
of $12.9 million. McCallar Law Firm represents the Debtor as
counsel. Judge John S. Dalis presides over the case.
BROOKLYN RENAISSANCE: Questions Validity of Hamilton's Liens
------------------------------------------------------------
Brooklyn Renaissance LLC filed an adversary proceeding asking the
U.S. Bankruptcy Court for the Eastern District of New York to
determine whether Hamilton Van Brunt LLC has a valid lien, claim or
interest against the real property located at 300 Van Brunt Street,
in Brooklyn, New York, and, if so, how much is due.
According to the Debtor's counsel, Jonathan S. Pasternak, Esq., at
Delbello Donnellan Weingarten Wise & Wiederkehr LLP, in White
Plains, New York, the Debtor is the holder of an option to purchase
the Property for $100,000. Mr. Pasternak tells the Court that
Hamilton asserts to be the successor to a mortgage and has
commenced a foreclosure action in a state court. He alleges that
Hamilton was not granted an enforceable right against the property.
He says an actual controversy exists between the Debtor and
Hamilton with regard to the nature, extent, validity and priority
of Hamilton's interest in the Property.
Brooklyn Renaissance LLC is represented by:
Jonathan S. Pasternak, Esq.
Julie C. Curley, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR LLP
One North Lexington Avenue, 11th Floor
White Plains, NY 10601
Telephone: (914)681-0200
About Brooklyn Renaissance
Brooklyn Renaissance, LLC, sought Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 15-43122) on July 6, 2015 in Brooklyn,
without stating a reason. The Debtor estimated $10 million to $50
million in assets and less than $10 million in debt. James McGown,
the managing member, signed the petition. The case is assigned to
Judge Nancy Hershey Lord. The Debtor tapped Jonathan S. Pasternak,
Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York, as counsel. According to the docket, the
Debtor's Chapter 11 plan and disclosure statement are due Nov. 3,
2015.
BULLIONDIRECT INC: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: BullionDirect, Inc.
aka BD
aka BDI
aka B Direct, Inc.
P.O. Box 1987
Austin, TX 78767-1987
Case No.: 15-10940
Type of Business: Online Precious Metals Dealer
Chapter 11 Petition Date: July 20, 2015
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Tony M. Davis
Debtor's Counsel: Joseph D. Martinec, Esq.
MARTINEC, WINN & VICKERS, P.C.
919 Congress Avenue, Suite 200
Austin, TX 78701-2117
Tel: (512) 476-0750
Fax: (512) 476-0753
Email: martinec@mwvmlaw.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Dan Bensimon, president.
List of Debtor's 11 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
American Express Credit Card $95,052
Charges
Dillon Gage Metals $60,891
IBM/Digital Analytics Marketing $4,051
International Depository Service Service Charges $3,905
Bernal, Natasha American Express $3,000
Charges
Irmen, Travis American Express $3,000
Charges
Plies, Bradley American Express $1,000
Charges
Thomas, Blake American Express $300
Charges
Rakuten Marketing LLC Marketing $97
Dechert, LLP Legal Services Unknown
UPS Shipping Services Unknown
CAESARS ENTERTAINMENT: Has Deal With 2nd Lien Lenders
-----------------------------------------------------
Caesars Entertainment Corporation ("Caesars Entertainment") and
Caesars Entertainment Operating Company, Inc. ("CEOC") have entered
into a restructuring agreement with holders of a significant amount
of CEOC's second-lien notes. This agreement provides for a
substantial improvement in recoveries for second lien noteholders
and adds to the group of creditors supporting CEOC's restructuring
plan. The agreement will go effective when holders owning greater
than 50% of second lien debt sign the agreement. With the public
announcement of the terms of this enhanced restructuring agreement,
Caesars Entertainment and CEOC will seek to gain further support.
Pursuant to the agreement, second lien noteholders who sign the
agreement by the date holders owning greater than 50% of second
lien debt sign the agreement, (or 10 days after such date if
occurring before August 19, 2015), shall receive a forbearance fee.
Holders eligible to receive the fee will receive their pro rata
share of at least $200 million in convertible notes to be issued by
Caesars Entertainment in consideration for forbearing in respect to
certain alleged defaults. These holders also have the potential to
receive an additional $200 million of convertible notes either
directly or through an enhanced class recovery as outlined more
fully below.
In addition, Caesars Entertainment and CEOC have agreed to several
improvements from the Restructuring Support Agreement announced on
January 14, 2015, as follows:
-- Caesars Entertainment will contribute an additional $200
million of Caesars Entertainment convertible notes to the class of
second lien noteholders if the class votes in favor of CEOC's plan
of reorganization. If the class does not vote in favor, the
additional notes shall be distributed to second lien noteholders
who have signed the agreement as an additional fee;
-- Caesars Entertainment will contribute approximately 5% common
equity stake in PropCo (or cash) to the class of second lien
noteholders;
-- Caesars Entertainment will contribute an additional
approximately 5% common equity stake in PropCo (or cash) to the
class of second lien noteholders if the class of second lien
noteholders votes in favor of CEOC's plan of reorganization. If
the class does not vote in favor, the additional equity (or cash)
shall be distributed to second lien noteholders who have signed the
agreement as an additional fee;
-- Under certain conditions, second lien noteholders will have
the opportunity to purchase, at plan value, a minimum of 2.5% of
the PropCo Common Stock to be issued to first lien noteholders and
a maximum of 100% of such stock;
-- Caesars Entertainment has agreed to grant PropCo a call right
to purchase the real estate associated with Harrah's New Orleans,
consistent with the previously granted call right granted for the
real estate underlying Harrah's Atlantic City and Harrah's
Laughlin.
Consistent with the Restructuring Support and Forbearance Agreement
dated January 14, 2015 and supported by more than 80% of first-lien
noteholders, CEOC voluntarily commenced a Chapter 11 reorganization
on January 15, 2015. The restructuring plan contemplates that CEOC
will convert its corporate structure by separating virtually all of
its US-based gaming operating assets and real property assets into
two companies, including an operating entity ("OpCo") and a newly
formed, publicly traded real estate investment trust ("REIT") that
will directly or indirectly own a newly formed property company
("PropCo").
The proposed transactions would reduce CEOC's debt by approximately
$10 billion, providing for the exchange of approximately $18.4
billion of outstanding debt for $8.6 billion of new debt. Annual
interest expense would be reduced by approximately 75%, from
approximately $1.7 billion to approximately $450 million. PropCo
would lease its real property assets to OpCo in exchange for annual
lease payments of $635 million, subject to certain adjustments,
with the lease payments guaranteed by Caesars Entertainment.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No.
15-10047) on Jan. 12, 2015. The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Caesars Entertainment Operating
Company (CEOC). These actions follow CEOC's Chapter 11 filing on
Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings
or analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of Chester
Downs and Marina LLC (Chester Downs) and the ratings have been
simultaneously withdrawn for business reasons.
CAESARS ENTERTAINMENT: Offers Fin'l Package to Jr. Bondholders
--------------------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
Caesars Entertainment Corp. said on July 20 it offered a financial
package to junior bondholders of its bankrupt operating division in
an effort to win them over on a restructuring deal.
According to the report, citing a recent testimony by the company's
financial adviser, the casino giant is seeking to broaden creditor
support for its plan to cut debt and neutralize litigation that
threatens to force Caesars to follow its operating unit into
bankruptcy.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated
as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Caesars Entertainment Operating
Company (CEOC). These actions follow CEOC's Chapter 11 filing on
Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings
or analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reasons.
CALERES INC: Moody's Assigns B1 Rating on $200MM Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Caleres, Inc.'s
(formerly known as Brown Shoe) proposed $200 million senior
unsecured notes due 2023. Moody's also affirmed the company's Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating and
SGL-1 Speculative-Grade Liquidity rating. Following the close of
the transaction, Moody's will withdraw the B1 rating on the
existing senior unsecured notes, if redeemed as proposed. The
rating outlook is stable.
Caleres plans to utilize the proceeds from the proposed $200
million note offering and $11 million balance sheet cash to redeem
the existing $200 million senior unsecured notes and pay for
transaction fees and expenses. The refinancing is credit positive
as it will extend the company's maturity profile.
Moody's took these rating actions on Caleres, Inc.:
Corporate Family Rating, affirmed at Ba3
Probability of Default Rating, affirmed at Ba3-PD
Proposed $200 million senior unsecured notes due 2023, assigned
B1 (LGD 5)
Speculative-Grade Liquidity rating, affirmed at SGL-1
Outlook is stable
The ratings are subject to receipt and review of final
documentation.
RATINGS RATIONALE
Caleres' Ba3 CFR reflects the company's recognized brands, customer
and geographic diversification, and very good liquidity. Caleres'
relatively good credit protection metrics, with debt/EBITDA of 3.0
times and EBITA/interest expense of 2.8 times position the CFR
solidly in the Ba3 category. However, the rating is constrained by
Caleres' active interest in acquisitions, including relatively
large and mostly debt-financed deals that could materially increase
leverage. The rating also considers the company's low margins
relative to specialty retail peers, narrow product focus, and the
sensitivity to shifts in fashion and consumer discretionary
spending characteristic of an apparel retailer.
Caleres' SGL-1 liquidity rating reflects the company's very good
liquidity position supported by existing cash of $66 million (as of
5/2/15), Moody's projection for $50-70 million of free cash flow
over the next 12 months, and a lack of meaningful debt maturities
over the next two years. An undrawn $600 million asset-based
revolver expiring in 2019 with a borrowing base expected to
fluctuate in the $480-530 million range also supports liquidity.
Moody's does not expect unused availability on the revolver to fall
below the 10% of the borrowing base level that would trigger the
springing 1.0x fixed charge coverage ratio, but also believes there
is ample headroom within the covenant.
The stable rating outlook reflects Moody's expectations for modest
revenue growth, sustained or improved profit margins, and a very
good liquidity profile.
The ratings could be upgraded if the company sustains sales growth
and expands EBITA margins towards 9%, while maintaining a very good
liquidity profile. An upgrade would also require maintenance of
balanced financial policies, including a commitment to maintain
debt/EBITDA at or below 3.0 times and EBITA/interest expense at or
above 3.0 times.
The ratings could be lowered if recent positive trends in revenues
and EBITDA reverse, financial policy becomes more aggressive or
liquidity deteriorates. Quantitatively, ratings could be lowered
if leverage remains above 4.0 times for an extended period. 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.
Headquartered in St. Louis, Missouri, Caleres, Inc. is a retailer
and a wholesaler of footwear. Its Famous Footwear chain, which
generates approximately 60% of total revenues, sells moderately
priced branded footwear targeting families through about 1,000
stores in the U.S. and Canada. Through its Brand Portfolio segment
(approximately 40% of sales), Caleres designs and markets owned and
licensed footwear brands including Sam Edelman, Via Spiga, Franco
Sarto, Vince, Fergie, Naturalizer, Dr. Scholl's, LifeStride, Ryka,
and Carlos. The brand portfolio also includes about 170 specialty
retail stores mostly under the Naturalizer brand in the US, Canada,
and China. Revenues for the 12 months ended May 2, 2015 were
approximately $2.6 billion.
CALERES INC: S&P Assigns BB Rating on Proposed $200MM Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to St. Louis, Mo.-based Caleres Inc.'s proposed $200 million
senior unsecured notes due 2023. The recovery rating on the notes
is '3', indicating S&P's expectation for meaningful recovery in the
event of payment default toward the lower end of the 50% to 70%
range. The company plans to use the proceeds to pay down its
existing $200 million senior unsecured notes due in 2019. S&P
estimates that pro forma for the proposed transaction, EBITDA
interest coverage will improve modestly to the low-6.0x and
leverage will remain unchanged in the low-2.0x area. S&P's 'BB'
corporate credit rating and stable outlook on Caleres are
unchanged.
RATINGS LIST
Caleres Inc.
Corporate Credit Rating BB/Stable/--
New Rating
Caleres Inc.
$200M senior unsecured
notes due 2023 BB
Recovery rating 3L
CHARTER COMMUNICATIONS: Fitch Puts 'BB-' IDR on Rating Watch Pos
----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to CCO Safari III, LLC's
(Safari III) senior secured term loan H. Charter Communications
Operating, LLC (CCO) will become the borrower of the term loan upon
the completion of Charter Communications, Inc.'s (Charter) merger
with Time Warner Cable, Inc. (TWC) and acquisition of Bright House
Networks (Bright House). If the TWC merger does not occur, the term
loan is required to be repaid and Fitch will withdraw the rating.
CCO Holding LLC's (CCOH) and CCO's current 'BB-' Issuer Default
Ratings (IDRs) remain on Rating Watch Positive following the
announcement of the merger agreement by Charter and TWC. For
clarification, the rating assigned to the new senior secured term
loan discussed in this press release is not on Rating Watch
Positive.
Fitch placed CCOH and CCO's 'BB-' IDRs on Rating Watch Positive
following the April 2015 announcement of the acquisition of Bright
House from Advance/Newhouse Partnership (A/N) for $10.4 billion.
Following the announcement that Comcast Corporation and TWC had
terminated their merger agreement, on May 18, 2015 Charter and A/N
reaffirmed their commitment to complete this deal under the same
economic and governance terms. CCOH and CCO are indirect wholly
owned subsidiaries of Charter.
Safari III was created to allow Charter to opportunistically
pre-fund the transactions, with the proceeds placed into escrow in
Safari III until the transactions are completed. Prior to the
consummation of the transactions, the term loan will be secured by
a first-priority interest in the cash held in Safari III's escrow
account. The cash will be released once the transactions are
complete and all related conditions are met, at which time Safari
III will merge into CCO which will become the borrower of the term
loan. If the TWC transaction is not completed, the term loan is
required to be repaid at its original issue price.
Once the term loan becomes the obligation of CCO, it will rank pari
passu in right of payment with all existing and future secured debt
of CCO, including existing TWC debt and will be secured by a first
priority interest in all of the assets of CCO and the notes'
guarantors. The term loan will be guaranteed on a senior secured
basis by all of CCO's subsidiaries, including those that will hold
the assets of Charter, TWC and Bright House, and CCOH.
On May 23, 2015, Charter announced a merger with TWC for total
consideration of $196.60 per share, providing a total valuation for
TWC of $78.7 billion as of the announcement date. The offer
consists of a combination of cash and Charter stock totaling $56.4
billion for all outstanding TWC shares. As part of the transaction,
approximately $23.3 billion of existing TWC debt will be rolled
into CCO and will have equal and ratable security with all first
lien debt (existing Charter and TWC debt and newly issued debt).
The TWC merger is not contingent on the acquisition of Bright
House.
TWC's total consideration assumes that all TWC shareholders elect
to receive $100.00 cash and 0.5409 shares of Charter common stock
for each share of TWC common stock. However, TWC's shareholders
have the option to receive $115.00 cash and 0.4562 shares of
Charter common stock for each share of TWC common stock. If the
latter occurs, Charter has committed financing for approximately
$4.3 billion of additional unsecured debt to be issued by CCOH.
Fitch views both transactions positively and believes they will
strengthen Charter's overall credit profile. Fitch anticipates that
Charter's total leverage, pro forma for both the TWC merger as it
is currently structured and the Bright House acquisition, would be
under 5.0x at closing. Integration risks are elevated, and
Charter's ability to manage the integration process and limit
disruption to the company's overall operations is key to the
success of the transactions.
On a pro forma basis the combined company will serve 24 million
customer relationships and become the second largest cable multiple
system operator in the country. Pro forma revenues totalled
approximately $36 billion during 2014 and EBITDA was approximately
$13 billion. Charter's operating strategies are having a positive
impact on the company's operating profile resulting in a
strengthened competitive position. The market share-driven
strategy, which is focused on enhancing the overall competitiveness
of Charter's video service and leveraging its all-digital
infrastructure, is improving subscriber metrics, growing revenue
and ARPU trends, and stabilizing operating margins.
Resolution of the Rating Watch will largely be based on Fitch's
review of Charter's ultimate capital structure including assignment
of potential equity credit to the convertible preferred partnership
units and an assessment of the risks associated with Charter's
ability to integrate the new cable systems from TWC and Bright
House.
KEY RATING DRIVER
All three entities regularly produce strong levels of free cash
flow (FCF) that provide the company with substantial financial
flexibility. Charter management stated that, in the short term,
they will use FCF to meet existing and planned amortization, which
along with EBITDA improvement is expected to lower leverage by 0.6x
annually. They also stated that there are no short term plans for
shareholder friendly activities.
RATING SENSITIVITIES
Positive rating actions would be contemplated if the TWC merger and
the Bright House acquisition go forward as total leverage is
expected to be below 5.0x;
-- If the company demonstrates progress in closing gaps relative
to its industry peers on service penetration rates and
strategic bandwidth initiatives;
-- Operating profile strengthens as the company captures
sustainable revenue and cash flow growth envisioned when
implementing the current operating strategy;
-- Fitch believes negative rating actions would likely coincide
with a leveraging transaction or the adoption of a more
aggressive financial strategy that increases leverage beyond
5.5x in the absence of a credible deleveraging plan;
-- Adoption of a more aggressive financial strategy;
-- A perceived weakening of Charter's competitive position or
failure of the current operating strategy to produce
sustainable revenue and cash flow growth along with
strengthening operating margins.
LIQUIDITY AND DEBT STRUCTURE
Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category. Charter's
financial flexibility will improve in step with the growth of free
cash flow generation. Charter generated $277 million of free cash
flow during the LTM period ended March 31, 2015 reflecting a 101%
increase relative to free cash flow generated during the year ended
Dec. 31, 2014. The increase is primarily due to a decrease in
capital expenditures, driven by the completion of the completion of
Charter's all-digital transition in 2014. The company's liquidity
position is primarily supported by available borrowing capacity
from its $1.3 billion revolver and anticipated free cash flow
generation. Commitments under the company's revolver will expire in
April 2018. As of March 31, 2015, approximately $875 million was
available for borrowing.
Charter's leverage as of the LTM ended March 31, 2015 was 4.4x
(excluding the debt issued by CCOH Safari, LLC and CCO Safari, LLC
which was repaid following the termination of the Comcast TWC
merger.) Charter's total leverage target remains unchanged ranging
between 4x and 4.5x. Fitch recognizes that a large portion of the
TWC transaction will involve senior secured debt, both existing at
TWC and new issuance. Charter recently stated that it expects
senior leverage to be 3.5x following the completion of the TWC and
Bright House transactions. Depending on the ultimate capital
structure, a one or two notch upgrade of Charter's IDR and existing
ratings could be possible provided that pro forma senior secured
leverage is at or below 4.0x and total leverage does not exceed
5.0x.
FULL LIST OF RATINGS
Fitch currently rates CCO and Charter as follows:
CCO Holdings, LLC
-- IDR 'BB-' on Rating Watch Positive;
-- Senior unsecured 'BB-' on Rating Watch Positive.
Charter Communications Operating, LLC
-- IDR 'BB-' on Rating Watch Positive;
-- Senior secured 'BB+' on Rating Watch Positive.
CCO Safari II, LLC
-- Senior secured 'BBB-'
CHASSIX HOLDINGS: FMCC Seeks Additional Adequate Protection
-----------------------------------------------------------
Ford Motor Credit Company LLC asks the U.S. Bankruptcy Court for
the Southern District of New York to compel Chassix Holdings, Inc.,
et al., to provide additional adequate protection to four Ford
Fusion automobiles.
Ford Motor's counsel, Martin A. Mooney, Esq., at Schiller & Knapp,
LLP, in Latham, New York, tells the Court that the following leases
were assigned by Dean Sellers, Inc., to FMCC: (a) Lease I - 2014
Ford Fusion (V.I.N. 1FA6P0H73E5392639); (b) Lease II - 2014 Ford
Fusion (V.I.N. 1FA6P0H7XE5395294); (c) LEASE III- 2014 Ford Fusion
(V.I.N. 1FA6P0H77E5401973); and (d) LEASE IV - 2014 Ford Fusion
(V.I.N. 3FA6P0H70ER314204).
Mr. Mooney says the Debtor was in default of its payment
obligations to FMCC pursuant to the terms and conditions of the
Leases as follows:
Lease I: Net balance due: $19,303
Lease II: Net balance due: $19,283
Lease III: Net balance due: $19,616
Lease IV: Net balance due: $19,616
Mr. Mooney tells the Court that the wholesale values of the
properties are $16,150 for each automobile. The Debtor, he says,
continues to enjoy the use and possession of the property. He
asserts that sufficient cause exists to grant For Motor relief from
the automatic stay, which includes the following: (1) the Debtor is
in default under the terms and conditions of the Leases by, among
other things, failing to make the monthly payments due thereunder;
(2) the ownership interests of FMCC with respect to the property is
not adequately protected as envisioned under Section 361 of the
Bankruptcy Code; and (3)the property, by its intrinsic nature, is
mobile, thereby subject to foreseeable
possibility of injury thereto by way of accident or collision.
Ford Motor Credit Company LLC is represented by:
Martin A. Mooney, Esq.
SCHILLER & KNAPP, LLP
950 New Loudon Road, Suite 109
Latham, NY 12110-2100
Telephone: (518)786-9069
Email: mmooney@schillerknapp.com
About Chassix Holdings
Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities. Based in Southfield, Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical
automotive
components, having content on approximately 64% of the largest
platforms in North America. Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.
For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis. As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.
Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.
Chassix, Inc., disclosed $5,880,354 in assets and $624,719,658 in
liabilities as of the Chapter 11 filing. Its parent, Chassix
Holdings, Inc., disclosed $0 assets and $165,571,125 in liabilities
in its schedules.
The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc.
to provide an interim CFO and additional restructuring services;
and Prime Clerk LLC, as claims and noticing agent.
The Official Committee of Unsecured Creditors appointed in the case
has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo
Securities LLC as financial advisor; and Kurtzman Carson
Consultants LLC as information and noticing agent.
CRAIGHEAD COUNTY: Seeks to Sell Fairpark Blvd. Land for $3.99-Mil.
------------------------------------------------------------------
Craighead County Fair Association asks the U.S. Bankruptcy Court
for the Eastern District of Arkansas, Jonesboro Division, to
approve the sale of real estate consisting of an 11.74-acre tract
at the southeast corner of Fairpark Boulevard and Parkwood Road in
Jonesboro, Craighead County, Arkansas, to Blackburn Properties of
Texas, LTD., for $3,999,104.
James F. Dowden, Esq., in Little Rock, Arkansas, tells the Court
that at the Petition Date and for months before that, the Debtor
had been negotiating for the sale of the real estate to Blackburn.
On December 18, 2014, a Motion for Sale of Real Estate was filed
and an Order Granting the Motion was entered on January 16, 2015.
The closing of the sale, however, has been delayed as the buyer
continues to negotiate with tenants for the property and it is
their desire to have these negotiations complete, or near complete
at the time of closing, Mr. Dowden relates. Accordingly, the buyer
has requested an extension of the examination period and an
Amendment to the Earnest Money Contract has been agreed to by the
parties.
The Amendment provides that the Buyer may also extend the
Examination Period for an additional 3 30-day period upon the
deposit of an additional $5,000 for each 30-day extension with the
Title Company.
Mr. Dowden says the property is not vital to the Debtor's
reorganization other than it will reduce secured debts by
approximately $3,999,104 and that the sale is fair and reasonable,
and in the best interest of the Creditors and the Estate.
Focus Bank, as the only creditor who is secured by the Old
Fairground, objects to the Motion seeking to amend the escrow
agreement to reduce additional escrow from $10,000 to $5,000 per
30-day extension. The bank asserts that there is no legal or
factual basis its collateral to be tied up for an amount of half of
the previously negotiated extension payments. The bank objects to
the amendment following any further due diligence periods which
would conflict with the terms of the Plan and requests that if any
additional due diligence periods are granted, that such periods be
limited to 60 days from the effective date of the Plan on order to
allow closing to occur within the 90-day period required by the
Plan.
Craighead County Fair Association is represented by:
James F. Dowden, Esq.
212 Center Street, Tenth Floor
Little Rock, Arkansas 72201
Telephone: (501)324-4700
Facsimile: (501)374-5463
Email: jfdowden@swbell.net
Focus Bank is represented by:
Judy Simmons Henry, Esq.
WRIGHT, LINDSEY & JENNINGS LLP
200 West Capitol Avenue, Suite 2300
Little Rock, AR 72201
Telephone: (501)371-0808
Facsimile: (501)376-9442
Email: jhenry@wlj.com
About Craighead County Fair
Craighead County Fair Association is an Arkansas nonprofit
corporation formed in 1988, with its principal place of business in
Jonesboro, Arkansas. The Debtor operates the annual Northeast
Arkansas District Fair and leases portions of its real property
throughout the year.
Craighead County Fair Association filed a bare-bones Chapter 11
bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in
Jonesboro, Arkansas, on Oct. 13, 2014. The case is assigned to
Judge Audrey R. Evans.
The Debtor disclosed $26.7 million in assets and $9.83 million in
liabilities as of the Petition Date.
The U.S. trustee wasn't able to form a committee of unsecured
creditors due to "lack of interest" of creditors to serve on the
panel.
CRYSTAL CATHEDRAL: Bid to Substitute Deceased Parties Granted
-------------------------------------------------------------
Bankruptcy Judge Robert Kwan granted the Joint Motion of the Plan
Agent and Reorganized Debtor for Substitution of Deceased Parties
in the case captioned In re: CRYSTAL CATHEDRAL MINISTRIES, Chapter
11, Debtor, CASE NO. 2:12-BK-15665-RK (Bankr. C.D. Cal., Los
Angeles Div.).
The Plan Agent and the Reorganized Debtor sought to substitute the
appropriate estate representative(s) of deceased parties Robert H.
Schuller and Arvella Schuller.
Karen Sue Naylor is the Plan Agent.
Creditors -- consisting of Robert H. Schuller, Robert Harold, Inc.,
Arvella Schuller, Carol Milner and Timothy Milner -- filed a
Response, contending that "Rule 25 [of the Federal Rules of Civil
Procedure] makes it clear that any motion such as this must be
filed within 90 days after service of a statement noting the
death." While the Response did not indicate any opposition to the
granting of the motion with respect to Robert H. Schuller, the
creditors, however, contended that the motion is untimely with
regard to Arvella Schuller and should be denied as to her. The
creditors asserted that the statement of the Plan Agent and the
Reorganized Debtor that there has been no service of a statement
noting Mrs. Schuller's death is inaccurate. The Response referred
to various pleadings and orders which allegedly constituted the
statements noting Mrs. Schuller's death.
Judge Kwan determined that there was no formal, written document
served and filed sufficient to constitute a formal suggestion of
death to trigger the 90-day limitations period under Civil Rule
25(a)(1) for Arvella Schuller. He thus granted the motion to
substitute Carol Milner as the personal representative of Arvella
Schuller's estate.
A copy of the June 30, 2015 order is available at
http://is.gd/GWSF0Ofrom Leagle.com.
About Crystal Cathedral
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. 10-24771) on Oct. 18, 2010. The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing. Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.
Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents
the Official Committee of Unsecured Creditors.
In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million. The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.
Chapman University, the secular bidder, was the preferred buyer
as far as the church members are concerned, because Chapman would
allow the ministry to continue to use the main buildings on the
premises. It also offered the option of allowing church
administrators to buy the property back at a later point.
Chapman raised its bid to $59 million, but the Crystal Cathedral
board still chose the Diocese.
DEWEY & LEBOEUF: Defense Atty Seeks to Distance Ex-Chair from Suit
------------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that a
key prosecution witness in the Dewey & LeBoeuf LLP trial said that
he never discussed improper accounting practices with Dewey's
former chairman, Steven Davis, one of three defendants accused by
the Manhattan district attorney's office of orchestrating a
financial fraud at the now-defunct law firm.
According to the report, the statements came during
cross-examination of Dewey's former finance director, Francis
Canellas, who is on the stand as one of the government's star
witnesses. On cross-examination, an attorney for Mr. Davis
solicited a series of answers aimed at distancing his client from
the allegations and upon questioning, Mr. Canellas told jurors that
Mr. Davis had not instructed him to to make an improper accounting
adjustment and that he had never told the chairman such adjustments
were being made, the report 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.
DORAL FINANCIAL: Sept. 7 Set as Governmental Unit Claims Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established these dates in relation to Doral Financial
Corporation's Chapter 11 case:
* General Bar Date: July 10, 2015 at 5:00 p.m.
* Governmental Bar Date: Sept. 7, at 5:00 p.m.
Proofs of claim must be submitted to:
i) the Debtor's claims agent, Garden City Group, LLC:
Doral Financial Corporation
c/o GCG
P.O. Box 10168
Dublin, OH 43017-3168
ii) or in person, by courier service, or by hand delivery to:
Doral Financial Corporation
c/o GCG
5151 Blazer Parkway, Suite A
Dublin, OH 43017.
A proof of claim form is available on GCG's Web site at --
http://www.gardencitygroup.com/cases/dor
About Doral Financial
Doral Financial Corporation is a holding company whose primary
operating asset was equity in Doral Bank. DFC maintains offices
in New York City, Coral Gables, Florida and San Juan, Puerto Rico.
DFC has three wholly-owned subsidiaries: (i) Doral Properties,
Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and
(iii) Doral Recovery, Inc.
On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit Insurance Corp. as receiver. Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.
DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015. The case is assigned to
Judge Shelley C. Chapman.
DFC estimated $50 million to $100 million in assets and $100
million to $500 million in debt as of the bankruptcy filing.
The Debtor tapped Ropes & Gray LLP as counsel.
The Debtor's Chapter 11 plan and Disclosure Statement are due July
9, 2015. The initial case conference is set for April 10, 2015.
The U.S. trustee overseeing the Chapter 11 case of Doral Financial
Corp. appointed five creditors of the company to serve on the
official committee of unsecured creditors.
DORAL FINANCIAL: Taps Fiddler Gonzalez as Puerto Rico Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on July 23, 2015, at 2:00 p.m., to consider
Doral Financial Corporation's application for permission to employ
Fiddler, Gonzalez, Rodriguez, P.S.C. as special Puerto Rico
counsel nunc pro tunc to the Petition Date.
According to the Debtor, it intends FGR to:
1. continue to represent the Debtor on all legal matters pending
before the courts and administrative agencies of the Commonwealth
of Puerto Rico, the U.S. Court for the District of Puerto Rico, and
the U.S. Bankruptcy Court for the District of Puerto Rico in which
FGR has appeared and represents DFC as a creditor;
2. perform any legal matters before said courts and
administrative agencies that may arise in the future; and
3. perform corporate transactions involving the laws of Puerto
Rico.
The principal attorneys designated to represent the Debtor and
their current standard hourly rates are:
Name Position Hourly Rate
---- -------- -----------
Jose A. Acosta Grubb senior shareholder $315
Pedro J. Manzano division head $315
Jose Sosa Llorens division head $315
Arline V. Bauza shareholder $305
Charles A. Bimbela shareholder $305
Juan C. Gomez Escarce shareholder $305
Jose E. Gonzalez shareholder $305
Maria Montalvo shareholder $305
Maria T. Szendrey shareholder $305
Carlos Padilla shareholder $285
Jose L. Ramirez coll member $260
Rebeca Caquias member $260
Rosamar García junior member $230
Melissa Hernandez senior associate $200
Maria E. Echenique senior associate $200
Omar Hopgood senior associate $200
Jose I. Caraballo associate $185
Ruben Fernandez associate $185
Alicia Perez associate $185
Paralegals $110
Law Clerks $95
To the best of the Debtor's knowledge, FGR does not represent or
hold any interest adverse to the Debtor or to the estate with
respect to the matter on which the attorney is to be employed.
Subject to attorney client privilege limitations, FGR also intends
to make a reasonable effort to comply with the U.S. Trustee's
requests for information and additional disclosures as set forth in
the U.S. Trustee Guidelines, both in connection with this
Application and fee applications to be filed by FGR in the chapter
11 case.
These information is provided in response to the request for
additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for
this engagement?
Answer: No. The hourly rates charged by FGR for this engagement
are consistent with the rates FGR charges for other
comparable clients. The rate structure provided by FGR
is appropriate and not significantly different from (a)
the rates that FGR charges in other non-bankruptcy
representations or (b) the rates of other comparably
skilled professionals for similar engagements.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the
bankruptcy case?
Answer: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material
financial terms for the prepetition engagement,
including any adjustments during the 12 months
prepetition. If your billing rates and material
financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Answer: During the 12 months prepetition period, FGR represented
and provided legal services to the Debtor mainly
pursuant to three fixed monthly retainer agreements with
Doral Bank, which totaled $123,000 per month, and
covered basic contract, tort and/or general type of
civil litigation, labor and employment claims and
litigation, and bankruptcy matters for or against Doral
Bank and the Debtor. In general terms, the retainers
included full service advice in addition to
representation before the courts and government agencies
in contested matters. Matters of a complex nature or
involving protracted litigation where Doral Bank and DFC
were parties were charged separately from the retainer
agreements at hourly rates lower than FGR's standard
rates, in consideration of the volume based retainer
fees agreed to with Doral Bank. The vast majority of
the work was done for Doral Bank, not the Debtor. FGR
no longer represents Doral Bank and is not receiving the
retainer fees going forward; thus, FGR has no incentive
to provide postpetition services to the Debtor based on
rates other than the standard rates FGR charges all
clients that do not have similar arrangements as those
FGR once had with Doral Bank. It is noted that in the
consolidated class action cases filed against DFC before
the U.S. District Court for the District of Puerto Rico,
due to the complex nature of the actions, the rates
charged to the Debtor prepetition were substantially
higher than the standard hourly rates charged by FGR.
However, going forward, FGR has agreed to charge the
Debtor FGR's standard hourly rates as set forth in the
application and FGR's declaration in all actions and/or
matters for which the Debtor requires FGR's assistance,
advice and representation, including the consolidated
class action cases.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Answer: FGR and the Debtor are currently working on a budget and
staffing plan for FGR's work in for the Debtor. The
budget contemplates that FGR will assist the Debtor with
the litigations in which FGR already represents the
Debtor and provide other advice related to Puerto Rico
law as requested. The budget necessarily involves a
projection of future events with limited
information and is subject to change as the case
develops. The Debtor anticipates a budget and staffing
plan will be approved by the Debtor by June 26, 2015.
About Doral Financial
Doral Financial Corporation is a holding company whose primary
operating asset was equity in Doral Bank. DFC maintains offices
in New York City, Coral Gables, Florida and San Juan, Puerto Rico.
DFC has three wholly-owned subsidiaries: (i) Doral Properties,
Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and
(iii) Doral Recovery, Inc.
On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit Insurance Corp. as receiver. Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.
DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015. The case is assigned to
Judge Shelley C. Chapman.
DFC estimated $50 million to $100 million in assets and $100
million to $500 million in debt as of the bankruptcy filing.
The Debtor tapped Ropes & Gray LLP as counsel.
The Debtor's Chapter 11 plan and Disclosure Statement are due
July 9, 2015. The initial case conference is set for April 10,
2015.
The U.S. trustee overseeing the Chapter 11 case of Doral Financial
Corp. appointed five creditors of the company to serve on the
official committee of unsecured creditors.
DTREDS LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: DTREDS, LLC
1329 Shepard Drive, Suite 2
Sterling, VA 20164
Case No.: 15-12488
Chapter 11 Petition Date: July 20, 2015
Court: United States Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Hon. Robert G. Mayer
Debtor's Counsel: Richard G. Hall, Esq.
7369 McWhorter Place, Suite 412
Annandale, VA 22003
Tel: 703-256-7159
Fax: (703)941-0262
Email: richard.hall33@verizon.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nathaniel James Ferraco, owner.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb15-12488.pdf
EMPERORS TAMPA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Emperors Tampa, Inc.
dba Emperors Gentlemens Club I
2973 Mayport Road
Jacksonville, FL 32233
Case No.: 15-07443
Chapter 11 Petition Date: July 20, 2015
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Eric D Jacobs, Esq.
JENNIS AND BOWEN, P.L.
400 North Ashley Drive, Suite 2540
Tampa, FL 33602
Tel: 813-229-1700
Fax: 813-229-1707
Email: ecf@jennisbowen.com
Total Assets: $2 million
Total Liabilities: $1.2 million
The petition was signed by Michael Tomkovich, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-07443.pdf
FAMILY CHRISTIAN: CTW Objects to $0 Cure Amount for Ariz. Lease
---------------------------------------------------------------
CTW-Superstition Gateway West LLC objects to the $0 cure amount
identified by Family Christian, LLC, et al., in relation to the
unexpired lease of non-residential real property located at 1826
South Signal Butte Road, Suite 101, in Mesa, Arizona.
According to Don C. Fletcher, Esq. at Lake and Cobb, P.L.C. in
Tempe, Arizona, the Debtors lease retail space from CTW in 1826
South Signal Butte Road, and identify that the Landlord is owed $0
in prepetition cure amounts. Mr. Fletcher tells the Court that the
Landlord has filed a Proof of Claim for prepetition rents due of
$2,397, which consist of the 2014 annual reconciliation for common
areas maintenance due from Debtors as tenants under the lease and
that these amounts must be paid as part of any cure under Section
365 of the Bankruptcy Code.
CTW-Superstition Gateway West, LLC is represented by:
Don C. Fletcher, Esq.
LAKE & COBB, P.L.C.
1095 W. Rio Salado Parkway
Suite 206
Tempe, Arizona 85281
Telephone: (602)523-3000
Facsimile: (602)523-3001
Email: dfletcher@lakeandcobb.com
About Family Christian
Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.
Family Christian, LLC, Family Christian Holding, LLC, and FCS
Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was
signed by Chuck Bengochea as president and CEO. The Debtors
estimated assets and liabilities of $50 million to $100 million.
The Debtors are being represented by Todd Almassian, Esq., at
Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin,
Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel.
The U.S. Trustee for Region 9 appointed seven creditors of Family
Christian LLC to serve on the official committee of unsecured
creditors.
FCC HOLDINGS: S&P Affirms Then Withdraws 'CCC' ICR, Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed and
subsequently withdrew its 'CCC' long-term issuer credit rating on
U.S.-based commercial lender FCC Holdings LLC at the company's
request. At the time of withdrawal, the outlook was negative.
GENESYS RESEARCH: Section 341 Meeting Scheduled for Aug. 18
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Genesys Research
Institute, Inc. will be held on Aug. 18, 2015, at 12:30 p.m.
at the U.S. Trustee's Office, J. W. McCormack Post Office &
Courthouse, 5 Post Office Square, Suite 1055, Boston, Mass.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Genesys Research Institute, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass Case No. 15-12794) on July 14, 2015. The
petition was signed by Robert Stemple, clerk and treasurer. Parker
& Associates serves as the Debtor's counsel. The Debtor estimated
assets of $10 million to $50 million and liabilities of at least $1
million. The case is assigned to Judge Joan N. Feeney.
GRAND CANYON RANCH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Grand Canyon Ranch, LLC
145 E. Reno Avenue, E6
Las Vegas, NV 89119
Case No.: 15-14145
Chapter 11 Petition Date: July 20, 2015
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. August B. Landis
Debtor's Counsel: Matthew L. Johnson, Esq.
JOHNSON & GUBLER, P.C.
8831 West Sahara Avenue
Las Vegas, NV 89117
Tel: (702) 471-0065
Fax: (702) 471-0075
Email: annabelle@mjohnsonlaw.com
mjohnson@mjohnsonlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nigel Turner, manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-14145.pdf
HARRON COMMUNICATIONS: S&P Affirms BB- CCR, Rates Sec. Debt BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Frazer, Pa.-based Harron Communications
L.P. The outlook is stable.
At the same time, S&P affirmed the 'BB+' issue-level rating, with a
'1' recovery rating, on the company's senior secured debt. The '1'
recovery rating indicates S&P's expectation for very high
(90%-100%) recovery in the event of a payment default.
S&P also affirmed the 'BB-' issue-level ratings, with a '4'
recovery rating, on the company's senior unsecured debt. The '4'
recovery rating indicates S&P's expectation for average (30%-50%)
recovery in the event of a payment default. Given the lower amount
of secured debt outstanding based on the proposed debt repayment,
the recovery prospects for the unsecured debt improve to the higher
end of the 30%-50% range.
S&P removed all ratings from CreditWatch, where it placed them with
negative implications on June 8, 2015.
"The ratings affirmation reflects our expectation that Harron will
use about $130 million of the asset sale proceeds to pay off the
outstanding balances on its senior secured revolving credit
facility and term loan B," said Standard & Poor's credit analyst
Rose Askinazi.
The company also plans to use the proceeds to fund a distribution
to shareholders. Pro forma for the transaction, S&P expects
leverage to remain in the low-4x area in 2015.
The stable rating outlook reflects S&P's expectation for moderate
free operating cash flow and a modest financial policy that will
maintain debt leverage below 5x, including the potential redemption
of family-owned shares. The outlook also reflects Harron's revenue
visibility, which benefits from cable's largely subscription-based
model.
S&P could lower its ratings on Harron if it pursues additional
cable system sales that heighten S&P's view of the company's
business risk. S&P could also lower the rating if unanticipated,
meaningful debt-financed shareholder returns increase leverage
above 5x on a sustained basis. Alternatively, S&P could lower the
rating due to deterioration in operating performance, such as
heightened video subscriber losses in conjunction with a slowdown
in data services revenue, which causes margin contraction and
pushes leverage above 5x on a sustained basis.
S&P believes an upgrade is unlikely over the next 12 months, given
its expectation of only modest improvement in financial metrics and
the company's limited scale following recent asset sales. Further,
consideration of a rating upgrade would be contingent on the
company's adoption of a more moderate financial policy, including a
commitment to maintain leverage at no more than 4x.
HILL-ROM HOLDINGS: Moody's Assigns (P)Ba1 Rating on New Sec. Debt
-----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba1 rating to
the proposed senior secured credit facilities of Hill-Rom Holdings,
Inc.. The proceeds of this offering will largely be used to fund a
portion of the acquisition of Welch Allyn Holdings, Inc., which
Hill-Rom anticipates will close before Sept. 30, 2015.
Hill-Rom's Baa3 senior unsecured rating remains under review for
downgrade. Moody's expects to assign a Ba2 Corporate Family Rating
(CFR) upon closing of the acquisition. At that time, the rating on
the proposed bank debt will be changed from (P)Ba1 to Ba1. Also at
that time, Hill-Rom's existing bonds will become secured by the
same collateral as the new bank debt. Therefore, Moody's expects
to downgrade the rating on the company's existing notes to Ba1 from
Baa3. Moody's also anticipates that the rating outlook will be
stable.
"The acquisition of Welch Allyn will reduce Hill-Rom's reliance on
capital sales to hospitals, which are typically more volatile and
susceptible to healthcare budget cuts," commented Moody's analyst,
John Zhao, a Vice President. "However, the expected CFR reflects
heightened credit risk due to the significant increase in financial
leverage to fund the acquisition."
The new bank facilities will consist of a $500 million senior
secured revolving credit facility, a $1.0 billion senior secured
term loan A and a $725 million senior secured term loan B. The
company also intends to issue equity and unsecured debt to fund the
$2.05 billion acquisition, refinance existing debt and pay fees and
expenses.
Rating assigned:
Hill-Rom Holdings, Inc.
Senior secured credit facilities at (P)Ba1, LGD3
RATING RATIONALE
Hill-Rom's current Baa3 senior unsecured rating (under review for
downgrade) reflects its leading position in the acute care hospital
bed market. However the rating also reflects the company's
relatively small revenue base, its product and segment
concentration, and its exposure to the US acute and post-acute care
hospital customers that are facing reimbursement and volume
pressures. Hill-Rom's debt-financed acquisitions and commitment of
returning a majority of its cash flow to shareholders signal a more
aggressive posture toward leverage.
Moody's expectation of assigning a Ba2 CFR reflects the much higher
leverage that Hill-Rom will operate with following the acquisition
of Welch Allyn. Moody's estimates that debt/EBITDA, which will
initially rise to over 5.0 times from around 2.0x as of March 31,
2015, will retreat to below 4.0 times within 24 months following
the close of the transaction. Moody's also expects organic revenue
growth in the low single-digits, as both Hill-Rom and Welch Allyn's
products face strong competition, customer pricing pressure, and
weak hospital utilization trends in the US and other developed
markets. Positive rating consideration is given to Hill-Rom's
increased scale and diversity following the acquisition, with
leadership positions in niche product categories such as physical
assessment and blood pressure measurement. The rating also
incorporates Moody's expectation of good liquidity and positive
free cash flow to support deleveraging.
The anticipated stable rating outlook incorporates Moody's
expectation that Hill-Rom can meet its deleveraging plan and
successfully integrate the operations of Welch Allyn.
The principal methodology used in these ratings was Global Medical
Product and Device Industry published in October 2012. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Hill-Rom Holdings, Inc. is primarily a manufacturer and provider of
patient support systems (e.g., hospital beds and therapeutic
surfaces), mobility solutions, hospital furniture and certain
surgical and respiratory products. Revenue, pro-forma for the
Welch Allyn acquisition, is approximately $2.6 billion for the last
twelve months ended March 31, 2015.
INDIAN POINT RESORT: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Indian Point Resort Properties, L.L.C. 15-30379
71 Dogwood Park Trail
Branson, MO 65616
Indian Point Resort, L.L.C. 15-30380
aka Trail's End Resort & RV Park
aka Indian Point Resort
aka Eagle's View Cottages
aka Indian Point Resorts
aka Trail's End Resort
aka Indian Point Lodge
aka Eagle's View Cottages & Condominiums
aka Eagle's View Condominiums
aka Indian Point Lodge & Condominiums
71 Dogwood Park Trail
Branson, MO 65616
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: July 20, 2015
Court: United States Bankruptcy Court
Western District of Missouri (Joplin)
Judge: Hon. Cynthia A. Norton
Debtors' Counsel: David E. Schroeder, Esq.
DAVID SCHROEDER LAW OFFICES, PC
1524 East Primrose St., Suite A
Springfield, MO 65804-7915
Tel: 417-890-1000
Fax: 417-886-8563
Email: bk1@dschroederlaw.com
Estimated Estimated
Assets Liabilities
---------- -----------
Indian Point Resort Properties $500K-$1MM $1MM-$10MM
Indian Point Resort, LLC $100K-$500K $1MM-$10MM
The petitions were signed by Gregory D. Maycock, managing member.
A list of Indian Point Resort Properties' three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mowb15-30379.pdf
A list of Indian Point Resort, LLC's 17 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/mowb15-30380.pdf
INVENERGY THERMAL: S&P Assigns Prelim. 'B+' Rating on $537MM Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary
'B+' rating to Invenergy Thermal Operating I LLC's approximate $537
million term loan B due 2022 and $70 million revolving credit
facility due 2020. The outlook is stable. S&P also assigned its
preliminary '2' recovery rating to the term loan and credit
facility, indicating meaningful (70% to 90%; upper half of the
band) recovery under a default scenario. Finalization of ratings
is subject to documentation review.
Invenergy is a limited-purpose entity that directly owns three
gas-fired assets in Ontario, Illinois, and Texas, as well as owns a
majority ownership in three gas-fired plants in Colorado,
Minnesota, and Florida.
"The operations phase business risk reflects the inherent operating
risk associated with Invenergy's power plant assets, good level of
diversity, moderate exposure to market risk, and relatively
aggressive financial leverage," said Standard & Poor's credit
analyst Aneesh Prabhu.
Liquidity is "neutral". All reserve accounts for the portfolio
will be prefunded when the transaction closes, including a capital
and major maintenance reserve ($8 million) and a liquidity reserve
($6.5 million). The portfolio will also enter into a $70 million
revolving working capital facility, and also will have a six-month
letter of credit-funded debt service reserve of about $21.25
million.
The outlook is stable. S&P expects consolidated DSCRs to be about
1.23x to 1.25x initially and rising past 1.3x by 2018. S&P assumes
that existing plants will operate in line with historical patterns,
and that new constructions will operate in line with industry
standards.
JL PROPERTIES: Court Rules on Bid to Appoint Receiver
-----------------------------------------------------
Senior District Judge Terrence F. McVerry denied the plaintiff's
petition for appointment of a receiver in the case captioned
FIRSTMERIT BANK, N.A. an Ohio corporation, Plaintiff, v. GEORGE L.
MYRTER, ELEANOR MYRTER Pennsylvania residents and JL PROPERTIES,
LLC Pennsylvania limited liability company Defendants, NO.
2:15-CV-333 (W.D. Pa.). Judge McVerry also granted the Motion to
Dismiss filed by Defendant Eleanor Myrter and stayed the case as to
Defendant George Myrter.
FirstMerit Bank, N.A. sought to foreclose and effectuate the sale
of various parcels of real property that were mortgaged by the
defendants as security for various loans.
George and Eleanor Myrter filed a Motion to Dismiss, arguing that
FirstMerit unconditionally released all of its claims against
Eleanor when it executed a Release of the commercial guarantees of
Eleanor Myrter on December 8, 2011. FirstMerit contended that the
Release of Eleanor was not universal, as the Release does not
recite Loan Nos. 7654 or 9343.
Judge McVerry however, found that Eleanor Myrter did not sign or
execute any of the documents related to either Loan 7654 or Loan
9343. Thus, all of the claims asserted by FirstMerit against
Eleanor must be dismissed. The action was stayed as to George
Myrter, but was to proceed as to JL Properties, LLC.
FirstMerit has also asked the Court to immediately appoint a
receiver who should have the power to operate and manage all of the
properties referenced in its Complaint and to require the tenants
to pay all rents due. Judge McVerry denied the petition, holding
that FirstMerit fell short of the standard necessary to justify the
extraordinary relief sought, as there have been absolutely no facts
alleged regarding waste, fraud, or imminent danger of diminished
value, or facts which arise to an emergency.
A copy of the June 25, 2015 memorandum opinion and order is
available at http://is.gd/skTkvWfrom Leagle.com.
FIRSTMERIT BANK, N.A., Plaintiff, represented by Elizabeth L. Slaby
-- bslaby@clarkhill.com -- Clark Hill PLC, William C. Price --
wprice@clarkhill.com -- Clark Hill PLC & Lauren D. Rushak --
lrushak@clarkhill.com -- Clark Hill Thorp Reed.
GEORGE L. MYRTER, ELEANOR MYRTER, and JL PROPERTIES, LLC,
Defendants, represented by Bruce E. Rende -- brende@rlmlawfirm.com
-- Robb Leonard Mulvihill LLP & Craig W. Beil --
cbeil@rlmlawfirm.com -- Robb Leonard Mulvihill LLP.
KAMAN CORP: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB+' corporate credit rating on Bloomfield, Conn.–based Kaman
Corp. The outlook is stable.
At the same time, S&P revised its financial risk assessment on the
company to "intermediate" from "significant" and removed the
positive comparable ratings adjustment that it factors into the
rating. S&P also revised its liquidity assessment on Kaman to
"strong" from "adequate".
"The affirmation reflects that Kaman's recent performance has
largely been in-line with our expectations," said Standard & Poor's
credit analyst Chris Mooney. The company has repaid most of the
debt it used to finance its $72 million acquisition of B.W. Rogers,
which has caused the firm's funds from operations (FFO)-to-debt
ratio to improve to 29% for the last 12 months ended April 3, 2015,
from about 25% following the acquisition. S&P expects Kaman's
credit metrics to continue to improve over the near-term because of
moderate organic earnings growth and some debt reduction. Still,
S&P believes that, over time, the company's credit metrics will
follow a sawtooth pattern as the company borrows to make
acquisitions and then subsequently repays the debt with free cash
flow. Therefore, S&P projects that Kaman's FFO-to-debt ratio and
debt-to-EBITDA metric will average between 30% and 35% and 2.0x and
2.5x, respectively, through 2017, which is consistent with
indicative ratios for an "intermediate" financial risk profile (a
FFO-to-debt ratio between 30% and 45% and a debt-to-EBITDA metric
of 2x-3x).
S&P believes that a strong commercial aerospace market,
contributions from the company's acquisitions, and the continued
recovery of the U.S. economy should translate into modestly
improved credit metrics for Kaman over the coming year. However,
S&P do not expect the improvement to be sufficient to change its
view of the company's financial risk profile.
S&P could lower its rating on Kaman if the company is more
aggressive than S&P expects with its acquisitions, or if operating
challenges cause the firm's FFO-to-debt ratio to decline below 25%
for an extended period.
S&P might consider an upgrade if Kaman's operating performance
strengthens, the company maintains a moderate financial policy, and
its credit metrics improve such that its FFO-to-debt ratio rises
above 40% for a sustained period.
LTS GROUP: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating to Boxborough, Mass.-based LTS Group
Holdings LLC (Lightower). The outlook is stable.
"We also affirmed our 'B' issue-level rating on operating
subsidiary LTS Buyer LLC's first-lien term loan due 2020, which
will increase by $828.9 million to $1.98 billion. The '3' recovery
rating on this debt indicates our expectation for meaningful (50%
to 70%; lower end of the range) recovery for lenders in the event
of a payment default. In addition, we assigned our 'B' issue-level
rating to LTS Buyer's new incremental first-lien $75 million
revolving credit facility due 2020. We also affirmed our 'CCC+'
issue-level rating and '6' recovery rating on the second-lien term
loan due 2021, which will increase by $156.5 million to $284
million. The '6' recovery rating on this debt indicates our
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default," S&P said.
The company will use the proceeds to fund the acquisition of
Fibertech, including the repayment of outstanding debt and the
payment of transaction fees.
"Despite high pro forma adjusted leverage in the low to mid-7x
area, the ratings affirmation reflects our expectation that the
company's leverage profile will improve as transaction synergies
materialize and it generates meaningful organic EBITDA growth
driven by strong industry demand for data bandwidth providers,"
said Standard & Poor's credit analyst Michael Altberg.
Under S&P's base-case scenario, it expects the company will improve
leverage to below 7x by mid-2016 while continuing to generate
positive free operating cash flow (FOCF). From a business risk
perspective, S&P views the acquisition favorably based on the two
companies' relatively complementary footprints, which will create
greater geographic breadth to serve new and existing customers.
S&P's outlook on the company is "stable." S&P expects the company
to generate mid-single-digit organic EBITDA growth in 2015, with
adjusted leverage declining to below 7.0x by mid-2016.
S&P could lower the rating if projected organic top-line growth
does not materialize and/or pricing pressure drives a precipitous
decline in EBITDA, such that leverage remains above 7x on a
sustained basis. Also, S&P could lower the rating if the company
were to make another significant debt-financed acquisition that
would keep leverage above 7x in the intermediate term.
Although S&P views an upgrade as unlikely in the short term given
the company's high pro forma leverage, S&P would consider a
one-notch upgrade if leverage were to decline below 5.5x on a
sustained basis. This would include the potential for any future
debt-financed acquisitions or owner distributions.
MAGNETATION LLC: Judge Approves Restructuring Support Agreement
---------------------------------------------------------------
Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg
News, reported that Magnetation LLC got bankruptcy court approval
of an agreement with noteholders that embodies the principal terms
of a plan of reorganization that is yet to be filed and authority
to pay bonuses to about 120 employees under its 2015 incentive
program.
According to the report, when the Debtor filed for bankruptcy it
already reached agreement on key plan terms with holders of more
than 70 percent of $425 million in secured notes. The to-be-filed
plan would give noteholders 90 percent of the new convertible
preferred stock, 75 percent of the new common stock, and $232.5
million in new second-lien notes to pay 5 percent interest with
more notes, the report said.
The 2015 incentive program contemplates payments in an aggregate
estimated amount of $1 million to $1.9 million, with a cap of $2.4
million, the Bloomberg report related.
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner). Magnetation LLC recovers high-quality iron ore concentrate
from previously abandoned iron ore waste stockpiles and tailings
basins. Magnetation LLC owns iron ore concentrate plants located
in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.
The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors. The Creditors' Committee retains Cooley LLP as lead
counsel and Foley & Mansfield, PLLP, as local counsel.
MIG LLC: BNYM Seeks Turnover of $13.8-Mil. in Cash Collateral
-------------------------------------------------------------
The Bank of New York Mellon asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay imposed in the
Chapter 11 cases of MIG LLC and its affiliate, ITC Cellular, LLC,
to allow the turnover of $13.8 million in cash collateral to BNYM.
On December 31, 2010, MIG issed the Senior Secured Cash/PIK Notes
Due 2016, with BNYM, as Trustee, Collateral Agent, Registrar,
Paying Agent and Note Accounts Bank. The principal amount of the
Notes, as of June 30, 2014, was $252.4 million. Pursuant to an
Indenture and a Security Agreement among the Debtors, Caucuscom
Ventures, L.P., and BNYM, the Notes are secured by, among other
things, pledges of (a) the equity interests in MIG, and (b) MIG's
equity interests in ITC Cellular. The Notes are also secured by
ITC Cellular's rights to distributions from International TellCell
Cellular, LLC.
The Court entered the Agreed Collateral Cash Order on May 26, 2015,
and pursuant to the Agreed Cash Collateral Order, the Debtors have
stipulated to the validity and perfection of the liens on the
collateral securing the Notes and that BNYM and the holders of the
Notes are entitled to receive adequate protection for the agreed
use of their cash collateral subject to certain restrictions. On
May 25, 2015, ITCL received approximately $13.8 million as an ITCL
Dividend.
The ITCL Dividend, according to Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
constitutes the holders' of the Notes cash collateral. She tells
the Court that BNYM and the Debtors have agreed that the automatic
stay should be modified to permit the turnover of the $13.8 million
of the cash collateral to BNYM. She notes that it is anticipated
that BNYM will distribute those funds to the holders of the Notes
in accordance with the terms of the Indenture.
The Bank of New York Mellon is represented by:
Laura Davis Jones, Esq.
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302)652-4100
Facsimile: (302)652-4400
Email: ljones@pszjlaw.com
crobinson@pszjlaw.com
-- and --
Gerard Uzzi, Esq.
Bradley Scott Friedman, Esq.
MILBANK TWEED HADLEY & MCCLOY LLP
1 Chase Manhattan Plaza
New York, NY 10005
Telephone: (212)530-5000
Facsimile: (212)822-5000
Email: guzzi@milbank.com
bfriedman@milbank.com
About MIG, LLC
Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s. In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses. By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.
MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014. The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd. The cases
are assigned to Judge Kevin Gross. MIG LLC disclosed $15.9 million
in assets and $254 million in liabilities.
Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia. Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.
Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.
The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP, as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor. The Debtors have retained
Natalia Alexeeva as chief restructuring officer.
A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon. McKenna Long and
Aldridge LLP as its bankruptcy counsel, Cole, Schotz, Meisel,
Forman & Leonard, P.A., as its Delaware counsel.
MONTREAL MAINE: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Richter Advisory Group Inc.
Chapter 15 Debtor: Montreal, Maine & Atlantic Canada Co.
aka Montreal, Maine & Atlantique Canada CIE
c/o Patrice Benoit Gowlings
1, Place Ville-Marie, 37th Floor
Montreal, QC H3B 3P4, Canada
Chapter 15 Case No.: 15-20518
Type of Business: Rail Lines Operator
Chapter 15 Petition Date: July 20, 2015
Court: United States Bankruptcy Court
Maine (Portland)
Chapter 15 Petitioner's Roger A. Clement, Jr., Esq.
Counsel: VERRILL DANA, LLP
One Portland Square
P.O. Box 586
Portland, ME 04112-0586
Tel: (207) 774-4000
Fax: (207) 774-7499
Email: rclement@verrilldana.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $500 million to $1 billion
NAVISTAR INT'L: Moody's Affirms B3 CFR & Rates $1.4BB Sec. Loan Ba3
-------------------------------------------------------------------
Moody's Investors Service affirmed Navistar International
Corporation's Corporate Family Rating at B3 and assigned a Ba3
rating to Navistar, Inc.'s new $1.04 billion senior secured term
loan due 2020. Navistar, Inc., the borrower of the term loan, is a
subsidiary of Navistar International Corporation. Term loan
proceeds will be used to refinance the existing $697.5 million term
loan and for general corporate purposes.
Moody's downgraded Navistar's senior unsecured debt rating to Caa1
from B3 as a result of the $342.5 million of incremental term loan
debt that is effectively senior in ranking. This downgrade affects
both Navistar's $1.2 billion of 8.25% senior notes due 2021 and two
series of industrial revenue bonds in an aggregate amount of $225
million which are guaranteed by Navistar, Inc. Concurrently,
Moody's affirmed the Caa2 rating on Navistar's $200 million of
4.50% senior subordinated convertible notes due 2018 and also
Navistar's Speculative Grade Liquidity (SGL) Rating of SGL-3. The
outlook remains stable.
These ratings were assigned:
Navistar, Inc.
$1.04 billion senior secured term loan due 2020 at Ba3 (LGD2)
These ratings were downgraded:
Navistar International Corporation
$1.2 billion 8.25% senior notes due 2021 to Caa1 (LGD4) from B3
(LGD4)
Illinois Finance Authority
$135 million 6.50% industrial revenue bonds due 2040 to Caa1
(LGD4) from B3 (LGD4)
Cook (County of) Illinois
$90 million 6.50% industrial revenue bonds due 2040 to Caa1
(LGD4) from B3 (LGD4)
These ratings were affirmed:
Navistar International Corporation
$200 million 4.50% senior subordinated convertible notes due
2018 at Caa2 (LGD6)
Speculative Grade Liquidity Rating at SGL-3
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
The rating on the existing $697.5 million senior secured term loan
due 2017 will be withdrawn upon the completion of the refinancing
transaction. Moody's does not rate the $175 million ABL revolving
credit facility nor the $411 million 4.75% senior subordinated
convertible notes due 2019.
RATINGS RATIONALE
Navistar's B3 CFR reflects the company's weak credit metrics and
challenges experienced in re-establishing a competitive position in
the North American commercial vehicle market. Debt / EBITDA stands
very high at 12.8x, EBITA / interest coverage is low at 0.4x, and
EBITA margins slim at 1.3% (all figures as of April 30, 2015 and on
a Moody's adjusted basis). Moody's expects Navistar's credit
metrics to improve over the next 12 to 18 months, albeit while
remaining weak, but with its adequate liquidity profile providing
support to the rating. Continued reduction in the company's cost
base and recapturing lost market share are critical factors to
Navistar's credit profile and would better enable the company to
contend with the cyclicality of its end markets.
Moody's anticipates progress from continued reduction in Navistar's
cost structure and a product line-up that is regaining its
competitive position following the company's switch to SCR
emissions technology after its failed alternative EGR technology.
Moody's also expects Navistar to benefit from the current strength
in the North American commercial vehicle market. However, market
conditions are likely to soften during 2016. The commercial
vehicle market in Brazil remains weak which adversely impacts
Navistar since this is its largest market outside of North
America.
An important risk factor that relates to Navistar's retail
financing program is any adverse impact that arises from General
Electric's sale of the GE Capital business which is currently
acting as Navistar's financing partner. Navistar's ability to
maintain adequate and readily available financing for its retail
customers, which may ultimately entail finding a replacement
financing partner, are critical for its ongoing business
operations.
A second event risk relates to the recently filed lawsuit by the US
Department of Justice on behalf of the Environmental Protection
Agency relating to diesel engines that Navistar first sold in 2010
and for which substantial civil penalties are being sought.
Navistar's SGL-3 rating reflects the company's adequate liquidity
profile and is primarily attributable to its cash on the balance
sheet and flexibility afforded from the lack of financial covenants
in the company's credit agreements. As of April 30, 2015, the
manufacturing operations had $536 million of cash and equivalents,
plus an additional $248 million of marketable securities. Prior to
any potential use, Navistar's cash position will increase from the
$342.5 million upsizing of the term loan facility to $1,040 million
from $697.5 million. Navistar maintains a $175 million ABL
revolver due May 2017 recently extended to May 2018 (once the term
loan refinancing and maturity extension is complete). While there
are no financial covenants, borrowings are effectively limited by a
$35 million "Liquidity Block" within the credit agreement. Also,
the company's maturity profile will benefit from the extension of
the term loan tenor by three years to 2020.
The stable rating outlook reflects Moody's expectation that
Navistar will continue to make progress in re-establishing its
competitive position while reducing its cost structure resulting in
gradual improvement in credit metrics.
Navistar's rating is unlikely to be upgraded in the near-term given
Moody's expectation for the company's credit metrics to remain
weak. Longer term, factors which could support a higher rating
include debt / EBITDA below 5.75x, EBITA / interest above 2.0x, and
EBITA margins above 3.5%. Other factors that could support a
higher rating include continued progress in Navistar's transition
to SCR technology, recapturing lost market share, and lower
breakeven levels from continued cost reduction.
Navistar's rating could be downgraded if the company is unable to
make steady progress in recapturing market share, if the company's
liquidity profile were to materially weaken, or if the company uses
the cash from the increased term loan in a manner which weakens the
company's credit profile.
The methodologies used in these ratings were Global Manufacturing
Companies published in July 2014, The Rating Relationship Between
Industrial Companies And Their Captive Finance Subsidiaries
published in May 2012 and Finance Company Global Rating Methodology
published in March 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Navistar is a manufacturer of medium- and heavy-duty trucks and
buses with the majority of its revenues derived within North
America. Revenue from its core industrial operations for the LTM
period ended April 30, 2015 were approximately $10.8 billion.
NAVISTAR INTERNATIONAL: Fitch Affirms 'CCC' Issuer Default Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) at
'CCC' for Navistar International Corporation (NAV), Navistar, Inc.
and Navistar Financial Corporation (NFC) and has affirmed the
ratings for all of Navistar's debt. Fitch rates Navistar, Inc.'s
new $1,040 senior secured term loan facility 'B'/'RR1'. A full list
of rating actions follows at the end of this release.
NAV announced earlier today it plans to refinance Navistar, Inc.'s
$697.5 million senior secured term loan facility including
increasing the amount to $1,040 million and extending the maturity
date to 2020. The proposed changes do not materially change Fitch's
view of NAV's credit profile. The new term loan would increase
liquidity and reduce scheduled annual debt maturities that would
not exceed approximately $200 million until 2019.
Fitch still expects NAV's financial performance to improve further
as it streamlines its manufacturing operations and gradually
regains market share with the completion of its revised engine
strategy. However, the ratings are constrained in the near term by
NAV's free cash flow (FCF), which Fitch expects will be negative in
2015, and NAV's market share, particularly for heavy duty trucks,
which has recovered more slowly than expected. In addition to these
concerns, the U.S. Department of Justice recently filed a lawsuit
on behalf of the U.S. Environmental Protection Agency seeking
penalties of up to $291 million related to NAV's use of engines
during 2010 that did not meet emissions standards. In the event of
an adverse outcome, a large payment would reduce liquidity and slow
an improvement in NAV's credit measures.
KEY RATING DRIVERS
Liquidity continues to be a key rating concern. Fitch believes
existing liquidity, before considering the proposed increase in the
secured term loan, is adequate to fund the company's operations in
the near term, but annual FCF remains negative and NAV has relied
on funding from NFC to maintain high cash balances. Until NAV
further increases EBITDA margins and negative FCF becomes positive,
NAV will be sensitive to any adverse developments in its end
markets or operating performance. Manufacturing cash balances and
marketable securities in 2015 have remained above $700 million
($784 million at April 30, 2015), and Fitch expects cash will
increase by the end of fiscal 2015 ahead of the first quarter when
seasonal FCF typically is at its weakest level.
At April 30, 2015 debt/EBITDA was over 7x which represented an
improvement compared to the past three years. Fitch does not
include intercompany loans from NFC in manufacturing debt, and
leverage would be higher when including these liabilities. NAV's
use of intercompany funds from NFC includes loans and dividends.
The net amount of loans and dividends provided to NAV in the first
half of 2015 totaled $87 million. Loans include used truck
inventory financing utilized by NAV to facilitate new truck sales.
The company estimates future inventories will peak at $425 million
compared to $375 million at April 30, 2015.
Manufacturing free cash flow (FCF) was negative $447 million in
2014 as calculated by Fitch (FCF excludes dividends from Financial
Services and changes in intercompany used truck financing). Fitch
estimates FCF will improve in 2015 but still be negative at
approximately negative $200 million to $250 million, partly due to
material cash spending for warranties and pension contributions.
Fitch had expected FCF to become positive in 2015, but NAV's sales
will be weaker than anticipated and market share is recovering more
slowly. In addition, used truck inventories are increasing.
Warranty cash spending exceeds warranty expense and continues to be
high, particularly for discontinued EGR-only engines. However,
warranty expense fell by approximately half in 2014 and cash
spending should decline as EGR engines exit their warranty period.
In addition, NAV does not incur engine warranty expense for trucks
sold with Cummins engines installed.
Pension contributions represent a recurring use of cash. NAV
expects to contribute $113 million in 2015, including $62 million
in the first half of the year. NAV has reduced its planned
contributions as permitted under the Highway and Transportation
Funding Act of 2014 which extended relief from funding rules
through 2017. NAV's net pension obligations were $1.4 billion at
FYE Oct. 31, 2014, unchanged compared to the prior year.
The company's EBITDA margin as calculated by Fitch was 3.5% at
April 30, 2015 on a last-12-months basis. Margins are increasing,
albeit unevenly, on a quarterly basis and should increase further
as NAV restructures and streamlines its manufacturing and
engineering operations, completes the implementation of its engine
strategy, and as warranty expense declines. Cost improvements
include lower material costs, engineering, SG&A, and the
elimination of non-core manufacturing facilities. The pace of
EBITDA margin expansion will partly depend on sales volumes,
pricing and market share in NAV's highly competitive industry.
NAV's efforts to rebuild its operating performance are supported by
solid cyclical demand in North American heavy and medium duty truck
markets where NAV's business is concentrated. Strong industry
production reflects economic growth, high truck fleet utilization,
and replacement of an aging fleet. Risks include weak demand in
certain overseas markets and a mature demand cycle in North America
that could peak in 2015. An eventual industry downturn could hinder
NAV's long-term recovery, but the current cycle has been less
pronounced than past cycles which could provide some support for
future truck production.
Orders in NAV's traditional markets (Class 6-8 trucks and school
buses) have been down in recent periods. NAV's backlog at April 30,
2015 was slightly higher than one year earlier and 4.6% above the
end of fiscal 2014. Market share has not recovered as quickly as
anticipated, but customer acceptance may improve as trucks with SCR
engines demonstrate a record of performance. NAV's retail market
share of medium duty trucks in the second quarter of 2015 was
materially higher, at 27%, compared to the previous three quarters
that averaged 20%, but the sustainability of the recovery in NAV's
market share will need to be demonstrated. NAV's market share in
heavy duty trucks remains low but is above trough levels.
The Recovery Rating (RR) of '1' for Navistar, Inc.'s senior secured
term loan facility supports a rating of 'B', three levels above
NAV's IDR, as Fitch expects the loan would recover more than 90% in
a distressed scenario based on a strong collateral position. The
proposed increase to the term loan does not materially affect
estimate recoveries for the term loan or for unsecured or
subordinated debt. The 'RR4' for senior unsecured debt reflects
average recovery prospects in a distressed scenario. The RR '6' for
senior subordinated convertible notes reflects a low priority
position relative to NAV's other debt.
NAVISTAR FINANCIAL CORPORATION
Fitch believes NFC is core to NIC's overall franchise, and the IDR
of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NIC, as substantially all of NFC's business is
connected to the financing of new and used trucks sold by NAV's
dealers. The relationship is formally governed by the Master
Intercompany Agreement, as well as a provision referenced under
NFC's credit agreement requiring NAV or NIC to own 100% of NFC's
equity at all times.
NFC's operating performance and overall credit metrics are viewed
by Fitch to be neutral to NIC's ratings. The company's performance
has not changed materially compared to Fitch's expectations, but
its financial profile remains tied to NIC's operating and financial
performance. Total financing revenue increased for the six-months
of 2015 (6M15) ended April 30, 2015, resulting from the continued
growth and penetration of wholesale financing to dealers partially
offset by the expected decline of the retail portfolio balance. The
average finance receivables balance increased to $1.6 billion at
April 30, 2015 compared to $1.3 billion one-year prior.
Asset quality of the underlying receivables portfolio remains
stable, reflecting the mature retail portfolio, which continues to
run-off. Charge-offs and provisioning volatility has also been
stable as NFC continues to focus on its wholesale portfolio, which
historically has experienced lower loss rates relative to the
retail portfolio.
NFC's leverage remains relatively low compared to its captive peers
but has risen in recent quarters due to the upstreaming of $125
million in dividends to the parent in the first half of 2015.
During the period, NAV also borrowed an additional $42 million from
NFC on a used truck loan but reduced a separate intercompany loan
by $80 million. Balance sheet leverage, as measured by total debt
to equity, was 3.9x as of April 30, 2015. Fitch believes NFC's
leverage is appropriate and consistent with other captive finance
companies. NIC continues to utilize the strength of NFC's balance
sheet to enhance liquidity at the parent company, including
re-establishing dividends and intercompany borrowing between NIC
and NFC.
The equalization of the bank credit facility at 'CCC/RR4'
(reflecting average recovery prospects) with the IDR indicates that
given current balance sheet encumbrances, the creditors under the
facility are effectively in an equal position with unsecured
note-holders. This incorporates Fitch's expectation that NFC will
continue to utilize the securitization markets to fund its
operations, which could consequently lead to the level of
unencumbered assets falling to such an extent that they may only be
sufficient to support repayment of the senior secured credit
facility. Fitch would view positively, a greater proportion of
unsecured debt in the funding profile, as it would enhance the
company's financial flexibility in a stressed scenario.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for NAV's
manufacturing business include:
-- Revenue is lower in 2015 than 2014 due to the termination of
NAV's Blue Diamond Truck joint venture with Ford in the third
fiscal quarter of 2015, a decline in exports, pricing pressure
and product mix;
-- Market share recovers gradually in NAV's heavy and medium duty
truck markets but remains well below peak levels;
-- Industry demand for heavy and medium duty trucks reaches a
cyclical peak in 2015;
-- FCF improves but remains negative. Fitch expects FCF to become
positive by mid-to-late 2016 on an annualized basis;
-- Margins increase from low levels;
-- Warranty cash costs continue to decline.
RATING SENSITIVITIES
Navistar International Corporation
Future developments that may, individually or collectively, lead to
a positive rating action include:
-- Consistently higher EBITDA margins lead to positive FCF and
lower leverage;
-- NAV's market share recovers to a level around 20% or higher
for heavy duty trucks and above 30% for medium duty trucks;
-- Liquidity improves sufficiently to reduce reliance on funding
from NFC.
Future developments that may, individually or collectively, lead to
a negative rating action include:
-- Manufacturing cash and marketable securities balances decline
to a level near NAV's estimated minimum required operating
cash level of approximately $500 million;
-- Manufacturing EBITDA margins as calculated by Fitch fail to
improve materially from approximately 3.5% on an LTM basis at
April 30, 2015;
-- FCF does not become positive on an LTM basis within 12-18
months;
-- There is a material adverse outcome from litigation including
the SEC's investigation into the company's accounting and
disclosure practices and a lawsuit by the EPA concerning NAV's
used of emission credits dating to 2010.
Navistar Financial Corporation
NFC's ratings are linked to those of its parent. Therefore,
positive rating momentum will be limited by Fitch's view of NIC's
credit profile. However, negative rating action could be driven by
a change in the perceived relationship between NFC and its parent.
Additionally, a change in profitability leading to operating
losses, a material change in leverage and/or deterioration in the
company's liquidity profile could also yield negative rating
actions.
The rating of the senior secured bank credit facility is sensitive
to changes in NFC's IDR, as well as the level of unencumbered
balance sheet assets in a stress scenario, relative to outstanding
debt.
LIQUIDITY
Liquidity at NAV's manufacturing business as of April 30, 2015
included cash and marketable securities totaling $784 million (net
of BDT and BDP joint venture cash and restricted cash). NAV also
has an undrawn $175 million ABL facility. Liquidity was offset by
current maturities of manufacturing long term debt of $115 million.
In addition to the ABL, NAV uses an Intercompany Used Truck Loan
from NFC under which $223 was outstanding at April 30, 2015. NAV
also had an outstanding intercompany loan of $190 million from NFC
at April 30, 2015, a portion of which NAV repaid in the first half
of fiscal 2015 with dividends received from NFC.
Fitch deems NFC's current liquidity to be adequate given available
resources and the company's continued success in securitizing
originated assets but notes that liquidity may become constrained
if the parent materially increases its reliance on NFC to find
operations. During 6M15, NFC renewed a $100 million trade
receivables securitization and extended the maturity date of the
revolving note of a wholesale receivables transaction. Fitch views
favorably, NFC's ability to refinance a portion of its borrowing
facilities and access the capital markets at reasonable terms,
which should mitigate some potential near-term liquidity concerns.
As of April 30, 2015 debt at NAV's manufacturing business totaled
$3 billion, including unamortized discount, and nearly $2.3 billion
at the Financial Services segment, the majority of which is at
NFC.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the ratings for NAV and its affiliates as
follows:
Navistar International Corporation
-- Long-term IDR at 'CCC';
-- Senior unsecured notes at 'CCC'/'RR4';
-- Senior subordinated notes at 'CC'/'RR6'.
Navistar, Inc.
-- Long-term IDR at 'CCC';
-- Senior secured term loan facility at 'B'/'RR1'.
Cook County, Illinois
-- Recovery zone revenue facility bonds (Navistar International
Corporation Project) series 2010 at 'CCC'.
Illinois Finance Authority (IFA)
-- Recovery zone revenue facility bonds (Navistar International
Corporation Project) series 2010 at 'CCC'.
Navistar Financial Corporation
-- Long-term IDR at 'CCC';
-- Senior secured bank credit facility at 'CCC'/'RR4'.
NEW YORK LIGHT: Hires Bond Schoeneck as Counsel
-----------------------------------------------
New York Light Energy, LLC, et al., are slated to appear before the
Hon. Robert E. Littlefield, Jr. of the U.S. Bankruptcy Court for
the Northern District of New York today, July 22, to seek Court
authority to employ Bond, Schoeneck & King, PLLC as counsel, nunc
pro tunc to the May 27, 2015 petition date. The hearing is set for
10:30 a.m.
The Debtors require Bond Schoeneck to:
(a) advise the Debtors regarding their functions and duties as
debtors in possession;
(b) assist in the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs;
(c) negotiate with all creditors, including secured lenders;
(d) examine liens against property of the estate;
(e) negotiate with taxing authorities, if necessary;
(f) represent the Debtors in proceedings and hearings in the
U.S. District and Bankruptcy Courts for the Northern
District of New York;
(g) prepare and file on behalf of the Debtors, all necessary
applications, motions, orders, reports, complaints, answers
and other pleadings and documents in the administration of
the estates herein;
(h) take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on
the Debtors' behalf, the defense of any actions commenced
against the Debtors, negotiations in connection with any
litigation in which the Debtors are involved, and
objections to claims filed against the Debtors' estates;
(i) advise the Debtors concerning, and assist in the
negotiation and documentation of, cash collateral orders
and related transactions;
(j) provide assistance, advice and representation concerning
any potential sale of the Debtors as a going concern or the
sale of all or a significant portion of the Debtors'
assets;
(k) provide assistance, advice and representation concerning
the confirmation of any proposed plans) and solicitation of
any acceptances or respond to rejections of such plans;
(l) provide assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Debtors that may be required under local,
state or federal law;
(m) provide counsel and representation with respect to
assumption or rejection of executory contracts and leases,
sales of assets and other bankruptcy-related matters
arising from these Chapter 11 Cases;
(n) advise the Debtors regarding all legal matters arising
during these Chapter 11 Cases, including, but not limited
to, securities, corporate, finance, labor, intellectual
property, tax and commercial matters; and
(o) all other pertinent and required representation in
connection with the provisions of the Bankruptcy Code.
Bond Schoeneck will be paid at these hourly rates:
Joseph Zagraniczny, Member $360
Sara C. Temes, Member $275
Grayson T. Walter, Associate $250
Olga F. Peshko $170
Kristin M. Doner, Paralegal $150
Bond Schoeneck will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Prior to the Petition Date, the Debtors paid Bond Schoeneck $60,000
for legal services rendered in connection with financial
restructuring matters and work associated with the preparation of
these Chapter 11 Cases.
Bond Schoeneck received a bankruptcy retainer from the Debtors
prior to the Petition Date in the amount of $91,415. This retainer
is currently held in Bond Schoeneck's escrow account and will,
subject to Court approval, be applied to the payment of
post-petition fees and disbursements incurred during these Chapter
11 Cases. In addition, the primary secured creditor of the
Debtors, M&T Bank, has consented to a carve-out in favor of the
Debtors' professionals appointed in these cases (the "Carve-Out")
in the amount of $100,000.
Sara C. Temes, member of Bond Schoeneck, 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.
Bond Schoeneck can be reached at:
Sara C. Temes, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202
Tel: (315) 218-8327
Fax: (315) 218-8100
E-mail: stemes@bsk.com
About New York Light Energy
Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts. The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.
NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.
The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.
Judge Robert E. Littlefield Jr. is assigned to the cases.
The Bankruptcy Court set Nov. 23, 2015, as the last day for
creditors to file proofs of claim.
NEW YORK LIGHT: Kyocera Objects to Bond Shoeneck Hiring
-------------------------------------------------------
Kyocera Solar, Inc., creditor of New York Light Energy, LLC, et
al., filed an objection with the U.S. Bankruptcy Court for the
Northern District of New York to the Debtors' application to employ
Bond, Schoeneck & King, PLLC
According to Kyocera Solar, the Court should deny the Application
because Bond Schoeneck "represents an interest adverse" to the
Debtors and is therefore disqualified under section 327(a) of the
Bankruptcy Code. This conflict arises at least based on Bond
Schoeneck's admitted representation of non-Debtor Light Energy Fund
III, LP.
Kyocera Solar claimed that Bond Schoeneck's client, Fund III, is
the Debtors' counterparty not only on the agreements related to the
proposed financing and land contract transfer described above, but
also on the "EPC Agreement", the pre-petition contract under which
Debtor LEI continues to "procure, design, supply and install solar
arrays" -- and presumably run up administrative expenses -- for
Fund III's benefit.
Kyocera Solar is represented by:
William M. Hawkins, Esq.
LOEB & LOEB LLP
345 Park Avenue
New York, NY 10154
Tel: (212) 407-4000
About New York Light Energy
Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts. The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.
NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.
The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.
Judge Robert E. Littlefield Jr. is assigned to the cases.
The Bankruptcy Court set Nov. 23, 2015, as the last day for
creditors to file proofs of claim.
PATRIOT COAL: Crowley Liberatore Files Rule 2019 Statement
----------------------------------------------------------
Virginia-based law firm Crowley, Liberatore, Ryan & Brogan PC filed
a statement disclosing that it serves as local counsel to these
creditors in the Chapter 11 cases of Patriot Coal Corp. and its
affiliated debtors:
(1) United Mine Workers of America
1974 Pension Trust
(2) United Mine Workers of America
1992 Benefit Plan
(3) United Mine Workers of America
Combined Benefit Fund
Crowley said it represents the creditors in their capacity as
health and retirement benefit plans to which certain of the
companies have contributed. Each of the creditors may hold claims
against or interests in the companies, the firm further said.
Crowley filed the statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.
Patriot Coal estimated more than $1 billion in assets and debt.
PATRIOT COAL: Files Liquidating Plan Disclosures
------------------------------------------------
Kirk O'Neil, writing for The Deal, reported that Patriot Coal Corp.
has filed a disclosure statement for its liquidation plan, which is
predicated on the sale of a substantial majority of the debtor's
assets to Blackhawk Mining LLC.
According to the report, under the proposed plan outline,
administrative claims would be paid in full no later than 30 days
after the effective date, and debtor-in-possession financing claims
would be paid on the effective date. A group of prepetition
lenders is providing $100 million in DIP financing, the report
added.
Judge Keith Phillips of the U.S. Bankruptcy Court for the Eastern
District of Virginia in Richmond has scheduled a disclosure
statement hearing for Aug. 17, the Deal said.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.
Patriot Coal estimated more than $1 billion in assets and debt.
PATRIOT COAL: Mooney Files Rule 2019 Statement
----------------------------------------------
John Mooney, Esq., at Mooney, Green, Saindon, Murphy & Welch PC, in
Washington, D.C., disclosed that his firm serves as counsel to
these creditors in the Chapter 11 cases of Patriot Coal Corp. and
its affiliated debtors:
(1) United Mine Workers of America
1974 Pension Trust
(2) United Mine Workers of America
1992 Benefit Plan
(3) United Mine Workers of America
Combined Benefit Fund
Mr. Mooney disclosed that the firm represents the creditors in
their capacity as health and retirement benefit plans to which
certain of the companies have contributed.
Each creditor may hold claims against or interests in the
companies, Mr. Mooney also said in a statement he filed in court
pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.
Patriot Coal estimated more than $1 billion in assets and debt.
PATRIOT COAL: Troutman, Thomas Persinger File Rule 2019 Statement
-----------------------------------------------------------------
Troutman Sanders LLP and Thomas Persinger PLLC filed a statement
disclosing that they represent these creditors in the Chapter 11
cases of Patriot Coal Corp. and its affiliated debtors:
* Cassingham, LLC
* C.C. Dickinson Testamentary Trust,
Branch Banking and Trust Company,
Nelle Ratrie Chilton, &
Charles C. Dickinson, III,
Co-Trustees
* Chesapeake Mining Company
* Dickinson Properties, LLC
* Dorothy, LLC
* Imperial Coal Company
* Lorado, LLC
* Malden, LLC
* Quincy Center
* Quincy Coal Company
* Horse Creek Land and Mining Company
* Payne-Gallatin Company
* AAW Holdings, LLC
* LML-AAW Holdings, LLC
* RBL-AAW Holdings, LLC
* LaFollette Holdings, Ltd.
* Broun Properties, LLC
* Lawson Heirs Incorporated
* Alderson Heirs LLC
Each of the creditors may hold claims against the companies arising
out of certain agreements, law, or equity specific to the
respective creditors and their relationships with the companies,
according to the court filing.
The firms filed the statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.
Patriot Coal estimated more than $1 billion in assets and debt.
PDC ENERGY: S&P Raises CCR to 'B+', Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver-based exploration and production (E&P) company PDC
Energy Inc. to 'B+' from 'B'. The outlook is stable.
At the same time, S&P raised the issue-level rating on the
company's senior unsecured notes to 'B+' from 'B-'. S&P revised
the recovery rating on the senior unsecured debt to '3' from '5'.
The recovery rating indicates S&P's expectation of a meaningful
(50% to 70%, upper half of range) recovery in the event of payment
default.
"The upgrade reflects PDC's success in growing the company's scale
and exposure to crude oil, while maintaining a modest financial
policy such that expected financial performance, supported by
favorable hedges on production, remains strong despite the
precipitous fall in crude oil and natural gas prices," said
Standard & Poor's credit analyst David Lagasse.
The ratings on PDC Energy Inc. reflect S&P's assessment of the
company's "vulnerable" business risk, "significant" financial risk,
and "adequate" liquidity. The ratings incorporate PDC Energy's
limited scale of operations, lack of geographical diversity, and
S&P's expectation for cash flow deficits in 2015 and 2016. The
ratings also reflect S&P's expectation for continued solid
financial measures and continued liquids-focused reserve and
production growth.
The stable outlook reflects S&P's expectation that financial
measures will be consistent with the rating and liquidity will
remain "adequate" despite a strong drilling program.
S&P could lower the rating if the company's FFO to debt fell below
20% for a sustained period or if liquidity weakens considerably.
This could occur if the company's operational performance
materially declines, or if it were to make a large debt-financed
transaction without compensating cash flows.
S&P could raise the rating if the company improves its business
risk profile so that it is comparable with 'BB' category rated
peers, which would include increasing reserves and production while
maintaining FFO to debt greater than 45%.
PELICAN INLET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pelican Inlet Aqua Farms, Inc.
5787 SW 9th Court
Cape Coral, FL 33914
Case No.: 15-07446
Chapter 11 Petition Date: July 20, 2015
Court: United Sates Bankruptcy Court
Middle District of Florida (Ft. Myers)
Debtor's Counsel: Michael R Dal Lago, Esq.
DAL LAGO LAW
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Tel: (239) 571-6877
Email: mike@dallagolaw.com
Total Assets: $4.3 million
Total Liabilities: $3.7 million
The petition was signed by William Edwin Connery, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
POINT BLANK: Disclosure Statement Hearing on July 23
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on July 23, 2015, at 2:00 p.m. (prevailing Eastern Time),
to consider approval of the disclosure statement explaining the
Chapter 11 Plan of Liquidation of SS Body Armor I, Inc., f/k/a
Point Blank Solutions, Inc., and its debtor affiliates.
The Plan, co-proposed by Official Committee of Unsecured Creditors,
will pay 100% to holders of secured claims. Class 3 - General
Unsecured Claims, Class 4 - Subordinated Unsecured Claims, Class 5
- Class Action Claims, Class 6 - Old Common Stock Interests, Class
7 - Subordinated Common Stock Interests, Class 8 - Other Old Equity
Interests and Class 9 - Other Subordinated Claims will recover
nothing and are impaired.
An Amended Disclosure Statement filed June 18, 2015, provides that
each holder of an Allowed General Unsecured Claim will receive an
allocated Class 3 Trust Interest, which will entitle the holder its
pro rata share of funds available to holders of Class 3 Trust
Interests pursuant to the Recovery Trust Agreement.
On July 6, the Bankruptcy Court approved a settlement agreement,
which settled certain disputes among the Debtors, the Official
Committee of Unsecured Creditors, the Official Committee of Equity
Security Holders and the Lead Plaintiff's Counsel in the Class
Action against the Debtors' ex-CEO David Brooks. The Settlement
Agreement, which provides the framework for the Plan, provides that
in addition to, among other things, the immediate $20 million cash
infusion to fund the Chapter 11 plan, the Settlement Agreement
provides for a resolution of the litigation between the victims of
the jailed ex-CEO's criminal conduct, including the competing
claims asserted by the Debtors and Plaintiffs to the approximately
$180 million of assets restrained in connection with the Criminal
Action against Brooks.
The Debtors also request that the Court schedule a hearing to
consider confirmation of the Plan on or about Oct. 15, and
establish Sept. 29 as the deadline for filing and serving
objections to the confirmation of the Plan.
Disclosure Statement Objections
LifeStone Materials, LLC; Glenn S. Gardipee, general partner of
Northern Systems Capital Partners; and D. David Cohen, object to
the adequacy of the Disclosure Statement.
LifeStone, an unsecured creditor holding a claim in the amount of
$8,305,187, objects to the adequacy of the proposed Disclosure
Statement because it fails to include "adequate information," as
required under Section 1125(a) of the Bankruptcy Code, that would
inform creditors of material facts that may affect the value of
their claims and the confirmability of the Plan.
Mr. Gardipee complains that the Disclosure Statement does not
properly identify or segment the parties that make up Class 5, the
"Plaintiff's Share," that are to receive $64,600,000 under a
hypothetical Recovery Scenario.
Mr. Cohen complains that the Disclosure Statement contains a number
of glaring omissions or misstatements that require correction
before it can be approved. For one, the Disclosure Statement fails
to provide any information -- much less the "adequate information"
required by the Bankruptcy Code -- regarding the fees paid to
third-party attorneys pursuant to a supplemental settlement
agreement relating to the litigation against the Debtors' former
CEO.
LifeStone is represented by:
Stuart M. Brown, Esq.
Daniel N. Brogan, Esq.
DLA PIPER LLP (US)
1201 North Market Street, Suite 2100
Wilmington, DE 19801
Tel: (302) 468-5700
Fax: (302) 394-2341
Email: stuart.brown@dlapiper.com
daniel.brogan@dlapiper.com
-- and --
J. Trevor Johnson, Esq.
MCGUIREWOODS LLP
201 North Tyron Street
P.O. Box 31247
Charlotte, NC 28231
Tel: (704) 343-2246
Fax: (704) 444-8730
Email: tjohnston@mcguirewoods.com
Mr. Gardipee may be reached at:
Glenn S. Gardipee
Northern Systems Capital Partners
3111 Liberty Bell Road
Green Bay, WI 54313
Tel: (920) 434-3363
Email: Ggardipee@sbcglobal.net
Mr. Cohen is represented by:
Michael Busenkell, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
913 N. Market Street, 10th Floor
Wilmington, DE 19801
Tel: (302) 425-5800
Fax: (302) 425-5814
Email: mbusenkell@gsbblaw.com
-- and --
Gary D. Sesser, Esq.
William F. Sondericker, Esq.
Leonardo Trivigno, Esq.
CARTER LEDYARD & MILBURN LLP
2 Wall Street
New York, NY 10005
Tel: (212) 732-3200
Fax: (212) 732-3232
Email: sesser@clm.com
sondericker@clm.com
trivigno@clm.com
About Point Blank
Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.
The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a $185
million fraud.
Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection (Bankr. D. Del. Case No. 10-11255) on April 14,
2010.
Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M.
Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor.
Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate
counsel. Epiq Bankruptcy Solutions serves as claims and notice
agent.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case. Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq.,
Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker
& McKenzie LLP, serve as counsel for the Official Committee of
Equity Security Holders. Robert M. Hirsh, Esq., and George P.
Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors
Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq.,
at the Rosner Law Group LLC, serve as co-counsel.
In October 2011, the Debtors sold substantially all assets to Point
Blank Enterprises, Inc. The lead debtor changed its name to SS
Body Armor I, Inc., following the sale.
PRIME HEALTHCARE: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Prime Healthcare Services,
Inc. Moody's also assigned a B3 rating to the company's proposed
offering of $700 million of senior unsecured notes due 2023. The
rating outlook is stable.
Moody's understands that the proceeds of the bond offering will be
used to repay amounts outstanding on the company's revolver,
refinance an existing term loan and fund a number of previously
announced acquisitions. Prime anticipates that the acquisitions
will close at various times over the next three months.
Following is a summary of ratings assigned:
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
Senior unsecured notes due 2023 at B3 (LGD 5)
Ratings are subject to Moody's review of final documentation.
RATINGS RATIONALE
Prime's B2 Corporate Family Rating reflects Moody's expectation
that the company will operate with considerable financial leverage
and that improvement in credit metrics over the near term will rely
on the company's ability to improve operating results at newly
acquired hospitals. The rating also reflects the risks associated
with rapid growth through acquisitions and Moody's expectation that
future debt financed acquisitions will be necessary to maintain
growth rates, given modest organic growth and limited free cash
flow. Finally, the ratings reflect the still significant
concentration of operations in California and considerable reliance
on only a few facilities for the majority of the company's
earnings. Moody's also acknowledges the company's good scale and
the potential for growth afforded by management's ability to return
troubled assets to profitability.
The stable outlook reflects Moody's expectation that Prime will
continue to operate with considerable financial leverage, although
improvement at recently and yet to be acquired facilities will
result in some credit metric strengthening. Further, Moody's
anticipates that the company will absorb the pipeline of planned
acquisitions with the current financing and begin implementing the
roll out of common financial and clinical platforms prior to
increasing leverage for additional debt financed acquisitions.
Prime's ratings could be downgraded if the company experiences
operating difficulties that impede improvement in credit metrics.
These could be due to either integration issues at recently or soon
to be acquired facilities, disruption from the adoption of new
financial and clinical systems across its portfolio or an adverse
outcome with respect to ongoing investigations or litigation. The
ratings could also be downgraded if the company increases leverage
for a material debt financed acquisition. Finally, sustained
negative free cash flow or a deterioration of Prime's liquidity
could also result in a downgrade of the ratings. More specifically,
if debt to EBITDA is sustained above 4.5 times, the ratings could
be downgraded.
Prime's ratings could be upgraded if the company increases its
diversification of revenue by state and decreases its reliance on
its most profitable facilities. The ratings could also be upgraded
if Prime funds future acquisition activity through internally
generated cash and reduces debt to EBITDA below 3.5 times. The
company will also have to remediate material weaknesses in internal
controls over financial reporting prior to a rating upgrade.
The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Prime Healthcare Services, Inc., headquartered in Ontario, CA, is
an owner and operator of acute care hospitals. The company
currently owns and operates 27 hospitals in 11 states and manages
the operations of seven additional hospitals for Prime Healthcare
Foundation, a not-for-profit public charity. Prime recognized
approximately $2.5 billion in revenue in the twelve months ended
March 31, 2015.
RIVERHEAD CHARTER: S&P Cuts 2013A/B Revenue Bonds Ratings to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+' from
'BBB-' on Riverhead IDA Economic Job Development Corp., N.Y.'s
series 2013A and 2013B revenue bonds issued on behalf of Riverhead
Charter School (RCS). At the same time, the outlook on the bond
has been revised to negative from stable.
"The downgrade to 'BB+' and negative outlook reflect our opinion
that the school's charter could be at risk for nonrenewal when it
submits its renewal application in one year given that the
authorizer indicated, in its January 2015 site visit report, that
RCS fell far below authorizer benchmarks in culture, climate, and
family engagement; board oversight and governance; and mission and
key design and that it was approaching benchmark in the remaining
measurements," said Standard & Poor's credit analyst Debra Boyd.
The school's charter is up for renewal on June 30, 2017, and the
negative outlook reflects S&P's view that there is an increased
risk that the authorizer could deem the school's progress on
benchmarks insufficient at the time RCS is required to submit its
renewal application in 2016. "The downgrade also reflects the
school's weak maximum annual debt service coverage, reflective of a
lower rating, with coverage below 1x in fiscal 2014 and expected in
fiscal 2015 based on nine months of financial results," added Ms.
Boyd. "We believe the school's good enrollment growth and very
strong cash levels remain credit strengths and help to preclude a
multi-notch downgrade at this time."
The series 2013 bond proceeds were used to construct a new 50,000
square foot building on the school's existing property to house the
entire school population with 18 classrooms, a cafeteria/gym,
kitchen, library, faculty room, and a redesigned parking lot. After
two years of construction, the school moved into its new building
in January 2015 for the spring semester.
RONDAXE PROPERTIES: UST Wins Dismissal of Chapter 11 Case
---------------------------------------------------------
Bankruptcy Judge Paul R. Warren granted the United States Trustee's
motion and dismissed the case captioned In re: Rondaxe Properties,
LLC, Chapter 11, Debtor, CASE NO. 15-20222 (Bankr. W.D.N.Y.).
The UST moved to convert or dismiss the Chapter 11 case under 11
U.S.C. Section 1112(b) based on the failure of Rondaxe Properties
to perform the duties of a Chapter 11 Debtor-in-Possession under 11
U.S.C. Sections 1106(a), 704(a), and Rule 2015 FRBP (ECF No. 49).
The Debtor did not oppose the motion nor request a hearing.
Judge Warren found that the UST has demonstrated cause to convert
or dismiss the case under 11 U.S.C. Section 1112(b)(4)(B),
(b)(4)(F), (b)(4)(H), and (b)(4)(K), and that neither exception
under 11 U.S.C. Section 1112(b)(1) or (b)(2) applies in this case.
Judge Warren also found, in the exercise of the Court's discretion,
that dismissal of this Chapter 11 case is in the best interest of
the creditors and the estate.
A copy of the June 30, 2015 decision and order is available at
http://is.gd/6twtx6from Leagle.com.
About Rondaxe Properties, LLC
Rondaxe Properties, LLC commenced its third and most recent Chapter
11 bankruptcy case by filing a voluntary petition (Bankr. W.D.N.Y.
Case No. 15-20222) on March 11, 2015. It listed under $1 million
in both assets and liabilities. A copy of the petition is
available at http://bankrupt.com/misc/nywb15-20222.pdf Mark A.
Weiermiller, Esq., at Cooper, Pautz & Weiermiller, LLP, served as
counsel to the Debtor.
SABINE OIL: Taps Prime Clerk as Claims and Noticing Agent
---------------------------------------------------------
Sabine Oil & Gas Corporation, et al., seek authority from U.S.
Bankruptcy Court for the Southern District of New York to employ
Prime Clerk LLC as claims and noticing agent.
Prime Clerk will perform, among other things, the following tasks:
(a) prepare and serve required notices and documents in these
Chapter 11 cases in accordance with the Bankruptcy Code and
the Bankruptcy Rules in the form and manner directed by the
Debtors and/or the Court, including (i) notice of the
commencement of these chapter 11 cases and the initial
meeting of creditors under section 341(a) of the Bankruptcy
Code, (ii) notice of any claims bar date, (iii) notices of
transfers of claims, (iv) notices of objections to claims
and objections to transfers of claims, (v) notices of any
hearings on a disclosure statement or confirmation of the
Debtors' plan or plans of reorganization, including under
Bankruptcy Rule 3017(d), (vi) notice of the effective date
of any plan, and (vii) all other notices, orders,
pleadings, publications, and other documents as the Debtors
or the Court may deem necessary or appropriate for an
orderly administration of these chapter 11 cases;
(b) maintain an official copy of the Debtors' schedules of
assets and liabilities and statements of financial affairs,
listing the Debtors' known creditors and the amounts owed
thereto, if the requirement to file such Schedules is not
waived by the Court;
(c) maintain (i) a list of all potential creditors, equity
holders, and other parties in interest and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002(i), (j), and (k) and those parties
that have filed a notice of appearance pursuant to
Bankruptcy Rule 9010; update and make said lists available
upon request by a party in interest or the Clerk's Office;
(d) if necessary, furnish a notice to all potential creditors
of the last date for filing proofs of claim and a form for
filing a proof of claim, after such notice and form are
approved by the Court, and notify said potential creditors
of the existence, amount, and classification of their
respective claims as set forth in the Schedules, which may
be effected by inclusion of such information (or the lack
thereof, in cases where the Schedules indicate no debt due
to the subject party) on a customized proof of claim form
provided to potential creditors;
(e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
(f) for all notices, motions, orders, or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk's Office an affidavit or certificate of
service within seven business days of service which
includes (i) either a copy of the notice served or the
docket number(s) and title(s) of the pleading(s) served,
(ii) a list of persons to whom it was mailed (in
alphabetical order) with their addresses, (iii) the manner
of service, and (iv) the date served;
(g) process all proofs of claim received, including those
received by the Clerk's Office, check said processing for
accuracy, and maintain the original proofs of claim in a
secure area;
(h) (i) maintain the official claims register for each Debtor
on behalf of the Clerk's Office; (ii) upon the Clerk's
Office's request, provide the Clerk's Office with
certified, duplicate unofficial Claims Registers; and (iii)
specify in the Claims Registers the following information
for each claim docketed: (A) the claim number assigned, (B)
the date received, (C) the name and address of the claimant
and agent, if applicable, who filed the claim, (D) the
amount asserted, (E) the asserted classification(s) of the
claim;
(i) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
(j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(k) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Prime Clerk,
not less than weekly;
(l) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk's
Office copies of the Claims Registers for the Clerk's
Office's review;
(m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and/or changes to the
Claims Registers and any service or mailing lists,
including to identify and eliminate duplicative names and
addresses from such lists;
(n) identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
(o) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding these chapter 11 cases as directed by the Debtors
or the Court, including through the use of a case website
and/or call center;
(p) if these chapter 11 cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's
Office within three days of notice to Prime Clerk of entry
of the order converting these chapter 11 cases;
(q) thirty days prior to the close of these chapter 11 cases,
to the extent practicable, request that the Debtors submit
to the Court a proposed order dismissing Prime Clerk as the
Debtors' Claims and Noticing Agent and terminating its
services in such capacity upon completion of its duties and
responsibilities and upon the closing of these chapter 11
cases;
(r) within seven days of notice to Prime Clerk of entry of an
order closing these chapter 11 cases, provide to the Court
the final version of the Claims Registers as of the date
immediately before the close of these chapter 11 cases; and
(s) at the close of these chapter 11 cases, box and transport
all original documents, in proper format, as provided by
the Clerk's Office, to (i) the Federal Archives Record
Administration, located at Central Plains Region, 200 Space
Center Drive, Lee's Summit, Missouri 64064 or (ii) any
other location requested by the Clerk's Office.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $50,000.
Prime Clerk charges the following rates for claim and noticing
services:
Analyst $35 to $50
Technology Consultant $80 to $120
Consultant $95 to $145
Senior Consultant $150 to $170
Director $180 to $195
Michael J. Frishberg, co-president and chief operating officer at
Prime Clerk LLC, assures the Court that his 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.
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker, and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
SOUTHERN CALIFORNIA LOGISTICS: Moodys Cuts 2007/2008A Bonds to Caa2
-------------------------------------------------------------------
Moody's Investors Service has downgraded to Caa2 from B3 the
Southern California Logistics Airport Authority's (SCLAA)
Subordinate Tax Allocation Revenue Bonds (Southern California
Logistics Airport Project), Series 2007 and 2008A in the par amount
outstanding of $51 million. The bonds were previously on review
for downgrade. Moody's has also affirmed the Ba1 rating on the $37
million outstanding of Series 2007 Housing Set-Aside tax allocation
bonds.
The subordinate bonds are secured solely by allocated incremental
revenues from the sub-areas of Victor Valley Economic Development
Authority's (VVEDA) Project Area, net of housing set-asides, debt
service on senior lien bonds, and other senior pass-throughs.
SUMMARY RATING RATIONALE
The downgrade to Caa2 primarily reflects a change in our
calculation of recovery on the defaulted tax allocation bonds
(TABs) after the state denied VVEDA's requested allocation of tax
increment revenues for curing past defaults or replenishing the
debt service reserves. At the beginning of June, SCLAA disclosed
that the state's Department of Finance (DOF) did not allow a small
amount of excess tax increment revenues, over the current period's
debt service payments on more senior bonds, to be available for
distribution to the authority. This money could have been used to
cure past defaults on the authority's debt or replenish a debt
service reserve fund on bonds senior to the rated subordinate debt.
This determination was only applicable for that one particular
payment period, and DOF could revise its approach. Absent that
revision, however, the loss to investors for the Series 2007 and
2008A subordinate bonds will be materially higher than our previous
estimate.
Moody's ratings represent expected loss, encompassing both default
probability and bondholders' likely post-default recovery. When a
security is in default, then placement of the rating will largely
depend on the expected recovery to bondholders. Ratings of
defaulted bonds with expected recoveries of 65-95% will typically
be in the Caa range. Moody's previous estimate was 95%, which is
consistent with a B3 rating.
Moody's Caa2 represents an expected recovery of 80% to 90%.
Conservative growth rate assumptions with no recovery of past
defaults results in a projected recovery rate of 87% on a present
value basis. Recovery rate assumptions will be periodically
reviewed and updated, reflecting both state funding decisions and
changes in assessed values.
The affirmation of the Ba1 on the Series 2007 bonds (housing set
aside) reflects adequate coverage levels and a track record of
timely debt service payment that Moody's anticipates will continue.
While assessed valuation is currently trending upward, it's at a
modest rate and tax base volatility, as measured by the ratio of
incremental to total project area AV, is likely to remain much
higher than average for the foreseeable future.
The ratings for both the housing and non-housing bonds also take
into account the combined project area's high tax payer
concentration and below average resident wealth levels.
OUTLOOK
Outlooks are usually not assigned to local government credits with
this amount of debt outstanding.
WHAT COULD MAKE THE RATING GO UP
Higher degree of certainty that excess tax increment can be used
to cure past defaults and replenish reserve funds demonstrated
over multiple semiannual Recognized Obligation Payment Schedule
(ROPs) periods
High growth in the tax base with the ability to use excess
revenues to cure past defaults
Issuance of refunding bonds resulting in lower annual debt
service over the life of the bonds and materially higher debt
service coverage
WHAT COULD MAKE THE RATING GO DOWN
Declines in the tax base resulting in recovery assumptions that
are consistent with lower rating levels
Inability or restrictions on SCLAA's ability to access tax
increment due to additional legislative changes
OBLIGOR PROFILE
SCLAA, the issuer of the bonds, is a Joint Exercise of Powers
Authority that is comprised of the City of Victorville and the
Victorville Water District. VVEDA delegated all of its
redevelopment authority with respect to the airport to SCLAA.
LEGAL SECURITY
The subordinate bonds are secured by allocated incremental revenues
from the sub-areas of Victor Valley Economic Development
Authority's (VVEDA) Project Area, net of housing set-asides, debt
service on senior lien bonds, and other senior pass-throughs. The
rating affects approximately $51 million in subordinate bonds.
The Series 2007 housing TABs (Ba1/no outlook) are legally secured
by the 20% housing set aside of tax increment receipts.
USE OF PROCEEDS. N/A
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was Tax Increment
Debt published in June 2015.
STANDARD REGISTER: $5MM of Sale Proceeds Will Go to GUC Trust
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of The Standard Register Company, et al., asks the
U.S. Bankruptcy Court for the District of Delaware to approve a
settlement agreement among the Debtors, Silver Point Finance, LLC,
and the Creditors' Committee.
The Settlement is intended to resolve all claims of the Debtors'
estates that can be asserted by the Debtors or any estate
representative of the Debtors, including the Committee, against the
Released Parties, including, without limitation, the Silver Point
Entities and each of the lenders party to either or both of the
First Lien Term Loan Facility and Second Lien Term Loan Facility.
In addition, the Committee will (a) withdraw with prejudice its
objection and supplemental objection to the proposed sale of
substantially all of the Debtors' assets; (b) affirmatively support
the sale of the assets to Taylor Corporation; and (c) not object to
the distribution of proceeds of the sale to the Debtors' estates.
The Committee's agreements and commitments under the settlement
will be in exchange for:
-- $5,000,000 of the Additional Cash Component of the Sale that
would otherwise be allocable to the Second Lien Lenders under the
APA will be designated for a distribution solely to holders of
allowed general unsecured claims against the Debtors
-- A percentage of the aggregate recovery from the estate of
Second Lien Lenders will be funded into the GUC Trust.
-- If the APA between the Buyer and the Debtors is terminated
and the Debtors alternatively close a sale transaction with
Standard Acquisition Holdings, LLC, as the Back-Up Bidder, and the
Back-Up Bidder is subsequently sold to a third party, a cash
payment in an aggregate amount equal to the following: 10% of the
excess, if any, of (x) the net proceeds of the Subsequent
Transaction over (y) $337,400,000.
The Official Committee of Unsecured Creditors is represented by:
Kenneth A. Rosen, Esq.
Sharon L. Levine, Esq.
Paul Kizel, Esq.
Wojciech F. Jung, Esq.
Andrew Behlmann, Esq.
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, NJ 07068
Telephone: (973)597-2500
Facsimile: (973)597-2400
Email: krosen@lowenstein.com
slevine@lowenstein.com
pkizel@lowenstein.com
wjung@lowenstein.com
abehlmann@lowenstein.com
Gerald C. Bender, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212)262-6700
Facsimile: (212)262-7402
Email: gbender@lowenstein.com
- and -
Christopher A. Ward, Esq.
Justin K. Edelson, Esq.
POLSINELLI PC
222 Delaware Avenue, Suite 1101
Wilmington, DE 19801
Telephone: (302)252-0920
Facsimile: (302)252-0921
Email: cward@polsinelli.com
jedelson@polsinelli.com
About Standard Register
Standard Register provides market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare, financial
services, manufacturing and retail markets. The Company has
operations in all U.S. states and Puerto Rico, and currently
employs 3,500 full-time employees and 16 part-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel, Polsinelli PC as Delaware counsel and
conflicts counsel, Jefferies LLC as its exclusive investment
banker, and Zolfo Cooper, LLC, as its financial and forensic
advisors.
SWIFT ENERGY: S&P Lowers CCR to 'CCC', Outlook Negative
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Swift Energy Co. to 'CCC' from 'B-'. The
outlook is negative. At the same time, S&P lowered its issue-level
rating on the company's senior unsecured debt to 'CCC' from 'CCC+'.
The recovery rating on the debt improved to '4' from '5',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of a payment default. S&P's recovery expectations are in
the lower half of the 30% to 50% range.
"We had previously expected the company to complete a proposed $640
million first-lien term loan offering, with proceeds used to repay
outstanding borrowings under its credit facility and add cash to
the balance sheet," said Standard & Poor's credit analyst John
Rogers. "However, Swift has pulled the deal due to poor market
conditions," he added.
S&P has lowered its corporate credit rating on Swift to 'CCC' from
'B-' because S&P do not believe the company will be able to remedy
its near-term liquidity challenges. The corporate credit rating
reflects Swift's "weak" business risk profile, "highly leveraged"
financial risk profile, and "weak" liquidity. S&P estimates the
company's funds from operations (FFO) to debt will fall well below
12% and debt to EBITDAX will exceed 10x by end of 2015.
The negative rating outlook on Swift Energy Co. reflects S&P's view
that the company's liquidity could deteriorate further or there
could be a breach of covenants over the next year, potentially
accelerating the maturity of its credit facility.
S&P could lower the rating if it viewed a default to be inevitable
within six months, absent unanticipated significantly favorable
changes in Swift's circumstances.
S&P could consider a positive rating action if Swift's liquidity
strengthens, which would most likely occur if the company obtained
a covenant waiver or sold noncore assets and used proceeds to
reduce debt.
SWIFT TRANSPORTATION: Moody's Raises CFR to Ba2, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Swift Transportation Co., LLC to
Ba2 and Ba2-PD from Ba3 and Ba3-PD, respectively. Concurrently,
Moody's upgraded the rating of the company's senior secured credit
facility, comprising a $485 million term loan A, a $395 million
term loan B and a $450 million revolving credit facility, to Ba1
from Ba2. The rating outlook is stable.
These actions conclude the review for upgrade initiated on June 16,
2015 upon the adoption of Moody's updated approach for standard
adjustments for operating leases, which is explained in the
cross-sector rating methodology Financial Statement Adjustments in
the Analysis of Non-Financial Corporations, published on June 15,
2015. The upgrade reflects Swift's improvement in Moody's-adjusted
debt-to-EBITDA from approximately 3.3 times to approximately 2.5
times for the last 12 months ended March 31, 2015, as a result of
the aforementioned revision to Moody's approach for capitalizing
operating leases.
RATINGS RATIONALE
The Ba2 CFR for Swift takes into account the company's position as
a leading provider of transportation services in the North American
truckload market. The rating also reflects the company's
attractive operating margins, which Moody's calculates at
approximately 9%, on an adjusted basis, in each of the last four
years. With efficiency improvements in the Central Refrigerated
segment and better asset utilization in its Intermodal segment,
Moody's believes that Swift should be able to maintain or possibly
improve this level of operating margin, despite increasing wages
due to persistent driver shortages. The competitive advantages
afforded by the company's young fleet of tractors, augmented by
Swift's initiative to shorten its tractor trade-in cycle to 36 to
48 months, are also supportive of the Ba2 rating.
Swift will maintain a good liquidity profile in Moody's estimation
(SGL-2). Nevertheless, whilst discretionary, the aforementioned
shortening of its tractor trade-in cycle will elevate capital
expenditures significantly for some time, constraining free cash
flow relative to average historical levels of approximately $100
million annually.
The stable ratings outlook is predicated on Moody's expectation
that Swift is able to grow its business and maintain or improve its
operating margins in a moderately improving macro-economic
environment. Anticipating robust capital expenditures and an
adverse effect of increased cash taxes on cash flow, Moody's
expects leverage to remain at current levels in the near-term.
The ratings for Swift could be downgraded if the company's
operating margin would deteriorate to below 8.0% for a sustained
period of time, adversely affecting cash flow generation. Downward
pressure on the ratings is also warranted if debt-to-EBITDA were to
increase to more than 3.0 times or if EBIT-to-interest were to be
less than 4.0 times for a prolonged period.
An upgrade of the ratings for Swift could be considered if the
company is able to sustainably improve its operating margins and
ability to generate free cash flow, while maintaining adequate
investments in its fleet. Debt-to-EBITDA of 2.0 times or less and
(RCF-Capex)-to-debt of at least 6.5% would be supportive of an
upward movement in the ratings.
Issuer: Swift Transportation Co., LLC
Upgrades:
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Rating, Upgraded to Ba2 from Ba3
Senior Secured Bank Credit Facility, Upgraded to Ba1(LGD3)
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Affirmations:
Speculative Grade Liquidity Rating, Affirmed SGL-2
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Swift Transportation Co., LLC, headquartered in Phoenix, Arizona,
is one of the largest providers of truckload transportation
services in North America, with line-haul, dedicated,
temperature-controlled and intermodal freight services. The
company generated revenues of $4.3 billion in the last 12 months
ended March 2015.
TERRAFORM GLOBAL: S&P Assigns Prelim. 'B+' CCR, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary
'B+' corporate credit rating to TerraForm Global Inc. The outlook
is stable.
At the same time, Standard & Poor's assigned its preliminary 'BB'
issue-level rating to subsidiary TerraForm Global Operating LLC's
$440 million senior secured revolving credit facility. The
recovery rating is '1', indicating that lenders can expect very
high (90%-100%) recovery if a default occurs. S&P also assigned
its preliminary 'B+' issue-level rating to the company's $800
million senior unsecured notes due 2022. The recovery rating is
'3', indicating that lenders can expect meaningful (50%-70%; in the
upper half of the range) recovery if a default occurs. S&P will
issue its final ratings upon review of the executed documents.
"Our preliminary 'B+' corporate credit rating on GLBL reflects its
significant exposure to emerging market regulatory risk in the
renewable power markets, management's limited experience operating
in these jurisdictions, and an aggressive growth profile that
entails execution risk," said Standard & Poor's credit analyst Nora
Pickens. "These weaknesses are only partially offset by good
geographic and operational diversity; our expectation for stable
cash flow generation from long term, fee-based offtake contracts;
and a moderate level of debt at the holding company. Moderate
dependence on upstream dividends from assets with structurally
senior project-level debt and the "yieldco" structure, which gives
management strong incentive to pay out most available free cash
flow to investors after maintenance capital spending also weighs on
the rating."
The stable outlook on GLBL reflects S&P's expectation for minimal
merchant price risk and debt to EBITDA in the 3x to 3.5x range.
Apart from a reassessment of SunEdison's group credit profile, S&P
could lower the ratings on GLBL if the company begins to assume
more significant merchant price risk or if credit measures weaken
such that debt to EBITDA rises above 4.5x.
S&P could raise its ratings if the company increases scale,
establishes a track record of disciplined growth, and maintains
debt to EBITDA below 3.5x for a sustained period.
TRUMP ENTERTAINMENT: Seeks Nod on Plaza's Restrictive Covenants
---------------------------------------------------------------
Trump Entertainment Resorts, Inc., and its affiliated debtors ask
the Bankruptcy Court to approve the entry into "restrictive
covenants "regarding property owned by debtor Trump Plaza
Associates, LLC.
The Debtors own two properties located in Atlantic City, New
Jersey: the Trump Taj Mahal Casino Resort; and the Trump Plaza
Hotel and Casino. The Debtors continue to operate the Taj Mahal as
a hotel and casino. The Plaza, however, was forced to close on
Sept. 16, 2014 due to significant operational losses. Thereafter,
on Nov. 21, 2014, the Plaza's gaming license was surrendered. Thus,
the Plaza no longer conducts any gaming-related activities.
The Casino Property Taxation Stabilization Act would impose a
mandatory 15-year payment-in-lieu of taxes mechanism whereby,
beginning with tax year 2015 and for the succeeding 14 years, each
owner of real property located in the City of Atlantic City that
qualifies as a casino gaming property shall be exempt from
traditional ad valorem property taxes, and instead must make
quarterly payments to the City of Atlantic City for each casino
property's allocated share of $120 million (subject to aggregate
adjustment based on scheduled ranges of total gross gaming revenue
generated in Atlantic City).
The Plaza may be subject to mandatory participation in the PILOT
Program, even though it no longer operates as a casino. Moreover,
under the PILOT Program, the Plaza's allocation of the $120 million
annual payment would be inflated due to the fact that the Plaza is
closed and currently generates no revenue. Also, the Plaza has
already initiated appeals for the 2014 and 2015 tax years; if
successful on those appeals, the Debtors believe (based on their
analysis of the draft legislation) that the Plaza would likely be
subject to lower tax liabilities as compared with the forced
payments imposed under the PILOT Program.
The Debtors determined to take measures necessary to exempt the
Plaza from the PILOT Program. The PILOT Program applies to casino
gaming properties that are not subject to recorded covenants
prohibiting casino gaming. Accordingly, on June 26, 2015, the
Debtors recorded the Declaration of Restrictive Covenants with the
County Clerk of Atlantic County, New Jersey, thereby placing
certain restrictive covenants on any and all Plaza-owned
properties, subject to approval of the Court.
The Restrictive Covenants prohibit, for a term of ten years, the
use of the Restricted Property for gaming or gambling.
On November 18, 2014, Showboat Atlantic City Propco, LLC, c/o
Caesars Entertainment Operating Company, Inc., recorded a
substantially similar declaration of restrictive covenants in
connection with the property on which the Showboat Atlantic City
Hotel and Casino resides. The Debtors presume that such deed
restriction was regarded by the state legislature as effective for
purposes of exempting that property from the PILOT Program, given
the deed-restriction qualifier in the definition of casino gaming
property.
The Debtors believe that the Declaration of Restrictive Covenants
similarly qualifies as a recorded covenant prohibiting casino
gaming for purposes of the proposed PILOT Program, which would
exempt the Plaza from participating in such program. The Debtors'
secured lenders, have consented to the relief requested in this
Motion, including the recordation of the deed restriction.
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
UNIVERSAL COOPERATIVES: Modifies Plan to Reflect Resolutions
------------------------------------------------------------
Universal Cooperatives, Inc., et al., and the Official Committee of
Unsecured Creditors filed with the U.S. Bankruptcy Court for the
District of Delaware a modified version of their Plan of
Liquidation to reflect resolutions reached with parties that
responded to the solicitation procedures motion.
The Modified Plan incorporates a settlement with the Pension
Benefit Guaranty Corporation. The Plan Settlement Agreement
provides, among other terms, that on account of the PBGC Liens and
the Pension Claims for unpaid minimum funding contributions to the
Pension Plan, PBGC is allowed the PBGC Allowed Administrative Claim
in the amount of $1,084,101, which claim will be paid in full on or
prior to the Effective Date. PBGC is also allowed the Allowed PBGC
GUC Claims in the amount of $14,277,666, which Claims are Allowed
against each Debtor.
The Plan, which is co-proposed by the Official Committee of
Unsecured Creditors, follows the sale of Bridon Cordage LLC's and
Heritage Trading Company, LLC's assets, as well as certain of
Universal's assets, to BCHU Acquisition LLC, for approximately
$22,460,000, and Universal's Eagen, Minnesota headquarters to
Gloria Real Estate Holdings for $3,800,000.
The Court will convene a hearing on July 22, 2015, at 10:30 a.m.
(ET) to consider approval of the solicitation procedures motion and
the Disclosure Statement explaining the Plan.
Full-text copies of the Modified Plan and Disclosure Statement,
dated July 17, 2015, are available at
http://bankrupt.com/misc/UCIplan0717.pdf
About Universal Cooperatives
As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.
Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014. The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and zavalon, Inc. UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.
The cases are assigned to Judge Mary F. Walrath.
Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.
The Debtors have tapped Travis G. Buchanan, Esq., Robert S.
Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan,
Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager,
Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at
Foley & Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.
Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.
The United States Trustee for Region 3 appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.
UNIVERSITY DIRECTORIES: UDX Suit Referred to Bankruptcy Court
-------------------------------------------------------------
District Judge Thomas D. Schroeder will refer to bankruptcy court
the case captioned UDX, LLC, Plaintiff, v. JAMES A. HEAVNER,
Defendant, NO. 1:14CV918 (M.D.N.C.).
On October 22, 2014, UDX, LLC ("UDX") sued several companies, as
well as James A. Heavner, manager of one of the corporate
defendants and allegedly the registered agent for at least one of
the other corporate defendants. The lawsuit arose out of certain
loans made by Harrington Bank, FSB, now held by UDX and allegedly
guaranteed by Heavner.
On October 24, 2014, the corporate defendants filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code.
On November 6, 2014, UDX voluntarily dismissed all of its claims
against the corporate defendants, leaving Heavner as the only
defendant. Heavner sought to have the case referred to bankruptcy
court. UDX argued that the court must abstain and moved the court
to equitably remand the case to the State court.
Judge Schroeder held that because UDX -- as a lender -- brings a
claim for breach of contract under guaranties on the Chapter 11
debtors' loans against Heavner -- a guarantor of those loans, this
case is "related to" a case under Chapter 11 and will be referred
to the bankruptcy court as required by Local Rule 83.11.
A copy of the June 26, 2015 memorandum opinion and order is
available at http://is.gd/Qq4h4yfrom Leagle.com.
UDX, LLC, Plaintiff, represented by C EVAN LOHR, HANSEN LAW FIRM,
PLLC, AARON Z. TOBIN -- atobin@andersontobin.com -- ANDERSON TOBIN,
PLLC, J. SETH MOORE -- smoore@andersontobin.com -- ANDERSON TOBIN,
PLLC, KENDAL B. REED -- kreed@andersontobin.com
-- ANDERSON TOBIN, PLLC & LINDSEY E. POWELL, ANDERSON JONES, PLLC.
JAMES A HEAVNER, Defendant, represented by RICHARD M. HUTSON, II,
HUTSON HUGHES & POWELL.
The Corporate Defendants are: University Directories, LLC; Vilcom,
LLC; Vilcom Interactive Media, LLC; Vilcom Properties, LLC; and
Vilcom Real Estate Development, LLC.
Vilcom, LLC, based in Chapel Hill, North Carolina, and its
affiliates, including Vilcom Properties, LLC; Print Shop
Management, LLC; Vilcom Interactive Media, LLC; Vilcom Real Estate
Development; and University Directories, LLC, dba The AroundCampus
Group, filed separate Chapter 11 petitions (Bankr. M.D.N.C. Case
Nos. 14-81177 to 14-81182 and 14-81184) on October 24, 2014. The
Hon. Catharine R. Aron presides over the Chapter 11 cases. John
A.
Northen, Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP,
serve as Chapter 11 counsel. Vilcom, LLC listed $378,196 in
assets
and $2.06 million in liabilities. Vilcom Properties listed $2.09
million in assets and $1.97 million in liabilities. University
Directories listed $3.55 million and $8.50 million in liabilities.
The petitions were signed by James A. Heavner, manager.
VARIANT HOLDING: DIP Loan Increased by $2.1 Million
---------------------------------------------------
Variant Holding Company, LLC, won approval from the Bankruptcy
Court of a Second Amendment to the DIP Order to increase the total
amount borrowed under the DIP Loan Agreement by up to an additional
$2,100,000, subject in all respects to the agreement of the Lender
Parties.
The Debtor's existing debtor-in-possession financing facility DIP
Facility with BPC VHI, L.P., Beach Point Total Return Master Fund,
L.P., and Beach Point Distressed Master Fund, L.P., as lenders, and
Cortland Capital Market Services LLC, as administrative agent for
Beach Point, was previously amended by that rust Amendment to
Debtor-in-Possession Loan, Security and Guaranty Agreement dated as
of March 5, 2015, which was approved by the Court on an interim
basis by entry of an order dated March 11, 2015, and on a final
basis by entry of an order dated March 31, 2015. Through the First
Amendment, the amount of the loan available under the DIP Facility
was increased from $10,000,000 to $10,750,000 in the aggregate.
The Second Amendment further increases the amount available under
the DIP Loan to $11,774,039. Based on the Debtor's anticipated
future cash needs, the Debtor may need to borrow another $2,100,000
above the amount contemplated by the Second Amendment. Such
increases, subject to the prior written approval of the Lender
Parties, would be implemented by additional amendments to the DIP
Loan Agreement in form and substance similar to the Second
Amendment. For the avoidance of doubt, the aggregate amount
borrowed under the DIP Facility would be $13,874,039.
The Debtor has an urgent need to enter into the Second Amendment
and increase its DIP financing in order to ensure that the Debtor
has sufficient funds to satisfy operating expenses at subsidiary
levels pending consummation of the subsidiaries' pending proposed
sale.
The Properties are currently operating at a cash loss of over
$1,000,000 per month. In order to sustain operations and ordinary
maintenance obligations at subsidiary levels, the Debtor requires
additional capital under the DIP Facility.
Under Second Amendment, the amount of the DIP Loan would be
increased to $11,774,039. The Debtor may, in the near future, need
to borrow another $2,100,000 above the amount contemplated by the
Second Amendment. The Debtor requests that, subject to approval by
the Lender Parties, it be permitted to further amend the DIP Loan
Agreement through Permitted Amendments, without further Court
order, to increase the Commitment by an additional $2,100,000 over
what is provided for under the Second Amendment.
About Variant Holding
Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.
Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.
The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
VIP DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: VIP Development Corp.
71 Dogwood Park Trail
Branson, MO 65616
Case No.: 15-30376
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: July 20, 2015
Court: United States Bankruptcy Court
Western District of Missouri (Joplin)
Judge: Hon. Cynthia A. Norton
Debtor's Counsel: David E. Schroeder, Esq.
DAVID SCHROEDER LAW OFFICES, PC
1524 East Primrose St., Suite A
Springfield, MO 65804-7915
Tel: 417-890-1000
Fax: 417-886-8563
Email: bk1@dschroederlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Gregory D. Maycock, president.
A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/mowb15-30376.pdf
VISUAL MANAGEMENT: Summary Judgment Bids in Suit v. Beazley Nixed
-----------------------------------------------------------------
District Judge Arthur D. Spatt dismissed the motions for summary
judgment filed in the case captioned INTELLIGENT DIGITAL SYSTEMS,
LLC and RUSS & RUSS PC DEFINED BENEFIT PENSION PLAN, and JAY EDMOND
RUSS, all individually and as assignees of Jack Jacobs, Robert Moe,
Michael Ryan and Martin McFeely, and Jason Gonzalez, Plaintiffs, v.
BEAZLEY INSURANCE COMPANY, INC. Defendant, NO. 12-CV-1209
(ADS)(GRB) (E.D.N.Y.)
Plaintiffs Intelligent Systems, LLC ("IDS"), Russ & Russ PC Defined
Benefit Pension Plan (the "Plan"), and Jay Edmond Russ ("Russ") are
assignees of Jack Jacobs, Robert Moe, Michael Ryan, Martin McFeeley
and Jason Gonzalez (the "Insureds") under a Directors, Officers and
Company Liability Insurance Policy. Plaintiffs sought a judgment
directing the Defendant Beazley Insurance Company, Inc. to
indemnify the Plaintiffs under the D&O Policy for expenses incurred
in participating in an action entitled Intelligent Digital Systems,
LLC, et al. v. Visual Management Systems, Inc. et al., E.D.N.Y.
Case No. 09-CV-974 (the "Underlying Action").
Beazley Insurance filed a motion pursuant to Fed. R. Civ. P. 56 for
summary judgment dismissing the amended complaint. Plaintiffs filed
a cross motion pursuant to Fed. R. Civ. P. 56 for summary judgment
on their claims.
Judge Spatt denied both motions for summary judgment. He noted that
at the trial, the issues will be limited to: (i) whether Russ was
"duly elected or appointed" to the Visual Management Systems, Inc.
("VMS") Board of Directors in compliance with the 2004 By-laws, and
thus, exempt from indemnification under the "insured vs insured"
exemption of the D&O Policy; and (ii) with respect to Beazley
Insurance's equitable estoppel defense, whether it justifiably
relied on the representations made by VMS and Russ regarding his
appointment.
A copy of the June 23, 2015 memorandum decision and order is
available at http://is.gd/XyROqPfrom Leagle.com.
Daniel P. Rosenthal, Esq., Attorney for the Plaintiffs, Massapequa,
NY, Ira Levine, Esq., Attorney for the Plaintiffs, Great Neck, NY.
DLA Piper US LLP, Attorneys for the Defendant, New York, NY,
Christopher M. Strongosky, Esq. --
christopher.strongosky@dlapiper.com -- Of Counsel.
Visual Management Systems, Inc. filed a Chapter 11 petition in the
U.S. Bankruptcy Court for the District of New Jersey on Nov. 8,
2010. On November 21, 2011, the case was converted to a Chapter 7
liquidation.
WYNN RESORTS: S&P Lowers CCR to 'BB', Off CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit ratings on Wynn Resorts Ltd. and its subsidiaries to 'BB'
from 'BB+' and removed them from CreditWatch, where S&P had placed
them with negative implications on April 24, 2015. The rating
outlook is stable.
At the same time, S&P lowered all issue-level ratings one notch in
conjunction with the downgrade of the company and its subsidiaries,
and also removed them from CreditWatch with negative implications.
"The downgrade reflects our view that severe weakness in the Macau
gaming market in 2015, which we believe will drive a meaningful
EBITDA decline at Wynn's properties, coupled with significant
development spending on its planned Cotai resort, will result in
leverage spiking significantly to around 6x in 2015," said Standard
& Poor's credit analyst Melissa Long.
Although S&P expects leverage to improve to the high-4x area in
2016 following the opening of Wynn Palace, this measure of leverage
is more aligned with a weaker "aggressive" financial risk profile,
resulting in a one-notch lower rating. S&P no longer believes Wynn
has the ability to improve leverage below 4x over the near term, in
line with its prior "significant" financial risk profile.
The stable outlook reflects S&P's belief that, despite a
significant spike in leverage in 2015, the additional EBITDA from
the anticipated opening of Wynn Palace in the first half of 2016
will drive leverage below 5x, in line with S&P's "aggressive"
financial risk profile. The stable outlook also incorporates
Wynn's sizable cash balances, its decision to reduce its dividend
to preserve cash flow for development spending and operations, and
EBITDA coverage of interest that will exceed 3x through 2016, which
offset somewhat weak expected adjusted debt to EBITDA through 2015.
S&P could lower the rating if Wynn experiences meaningfully weaker
performance in Las Vegas or Macau than S&P currently expects, which
could stem from more prolonged weakness in the Macau gaming market
than S&P is forecasting, significant volatility in table hold in
Las Vegas, or sustained weakness in high-end international gaming
spending. Additionally, a downgrade could result if S&P believes
Wynn Palace will experience a slower ramp up in operations after
opening because of market conditions such that S&P no longer
believes leverage will improve below 5x by the end of 2016.
Additionally, S&P could lower the rating if litigation involving
the 2012 buyout of a former board member's equity interests were to
result in Wynn making a significant payment on top of the already
completed share redemption.
An upgrade is unlikely over next two years, given S&P's expectation
for leverage to remain above 4x as the company ramps up operations
at its new Cotai resort, develops its Massachusetts property, and
continues to work off the increased leverage resulting from
weakness in Macau this year. S&P could raise the rating one notch
to 'BB+' if it expects leverage to improve and generally remain
below 4x, in line with a significant financial risk profile,
although a leverage spike as high as 4.5x to fund productive
development spending would not change the rating. An improvement
in leverage to below 4x would likely result in greater improvement
in the Macau gaming market than S&P is currently forecasting and a
faster ramp-up in operations at the company's new Cotai property.
YARWAY CORP: Confirmation Date Deadline Extended Until Sept. 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation extending to Sept. 30, 2015, the confirmation date
deadline Yarway Corporation's reorganization plan.
The Debtors on April 8, 2015, obtained from the Bankruptcy Court an
order confirming the Plan.
Certain provisions of the Plan required that the "confirmation
date" occur by June 30, 2015. Section 1.1.38 of the Plan defines
the Confirmation Date as the earlier of (i) the date on which the
order of the Bankruptcy Court confirming the plan under Section
1129 of the Bankruptcy Code is affirmed by the District Court or
(b) the date on which the Confirmation Order is entered by the
District Court.
The Debtors, Tyco International plc, the Official Committee of
Asbestos Personal Injury Claimants and the legal representative for
future asbestos claimants have reached a stipulation that provides
that the Confirmation Date will be extended from June 30, 2015, to
Sept. 30, 2015.
Bankruptcy Court's Plan Approval
As reported in the Troubled Company Reporter on April 10, 2015,
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on April 8, 2015, the plan of
reorganization for Yarway Corporation, after determining that the
plan satisfies all confirmation requirements under Section 1129 of
the Bankruptcy Code.
The centerpiece of the Plan, which is co-sponsored by Yarway's
parent, Tyco International plc, is the establishment of a trust
under Section 524(g) of the Bankruptcy Code that will channel all
current asbestos-related claims and future asbestos-related demands
to the Asbestos Personal Injury Trust. The scope of the injunction
will, among other things, cover all current and future
asbestos-related personal injury and wrongful death claims, demands
and causes of action based in whole or in part on actual or alleged
conduct or products of Yarway or Gimpel Corporation.
The Asbestos Personal Injury Trust will be funded primarily with
$325 million in cash contributed by Yarway and by Tyco on behalf of
themselves and certain other Protected Parties pursuant to the
Settlement, and with 100% of Reorganized Yarway's equity.
A full-text copy of Judge Shannon's findings of fact, conclusions
of law, and order confirming Yarway's plan is available at
http://bankrupt.com/misc/YARWAYplanord0408.pdf
About Yarway Corporation
Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.
Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls. Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company. Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.
Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion
joint packing that was allegedly made up of a compound of Teflon
and asbestos from the 1940s to the 1970s.
Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.
The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.
Attorneys at Cole, Schotz P.C. and Sidley Austin LLP serve as the
Debtor's counsel in the Chapter 11 case. Logan and Co. is the
claims and notice agent.
On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants. The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.er 11 filing.
YPF SA: Fitch Affirms 'CCC' FC Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed the foreign and local currency Issuer
Default Ratings (IDRs) of YPF S.A. (YPF) at 'CCC' and 'B-',
respectively. Fitch affirms the company's long-term international
bond ratings at 'CCC' and assigns an 'RR4' recovery rating to the
company's international senior unsecured bonds. The 'RR4' Recovery
Rating for the company's senior unsecured notes outstanding
reflects an average expected recovery given default and is in line
with the RR soft cap established for Argentina.
The Rating Outlook for the company's local currency IDR is
Negative.
KEY RATING DRIVERS
YPF's ratings reflect its strong linkage with the credit quality of
the Republic of Argentina and the company's relatively low reserve
life. YPF's 'CCC' ratings are linked to the sovereign rating of
Argentina, which has an 'RD' foreign/local currency IDR. Fitch has
assigned a country ceiling of 'CCC' to the Republic of Argentina,
which limits the foreign currency rating of most Argentine
corporates, including YPF to 'CCC'.
Country ceilings are designed to reflect the risks associated with
sovereigns placing restrictions upon private sector corporates,
which may prevent them from converting local currency (LC) to any
foreign currency (FC) under a stress scenario, and/or may not allow
the transfer of FC abroad to service FC debt obligations. Key
concerns of corporates domiciled in Argentina include high
inflation, government meddling, economic uncertainty, and limited
access to debt markets especially after the country's recent
default.
LINKAGE TO SOVEREIGN: YPF's ratings reflect the close linkage with
the Republic of Argentina resulting from the company's ownership
structure as well as recent government interventions. The Republic
of Argentina controls the company through its 51% participation
after it nationalized the company on April 2012. Following this
action, the company's strategy and business decisions are governed
by the Republic of Argentina.
LOW HYDROCARBON RESERVE LIFE: The ratings consider the company's
relatively weak, though improving, operating metrics characterized
by low reserve life. As of year-end 2014, YPF reported proved
reserves of 1,212 million barrels of oil equivalent (boe) and
average production of 560,100 boe per day (44% crude oil). In 2014,
proved reserves grew by a healthy 12% year-over-year rate, with a
163% reserve replacement rate. Based on production trends, the
company's reserve life is below-optimal at approximately six years.
This factor could create significant operational challenges in the
medium to long term, and justifies the company's ramped up capex
program to increase upstream reserves/production.
IMPROVING PRODUCTION: The company's average production of 560,100
boe in 2014 was up nearly 14% year-over-year, driven in large part
by 25% growth in natural gas production. Given the company's
ambitious capital expenditure program, Fitch expects the company to
continue to grow production in 2015. Production in the first
quarter of 2015 showed a continuation of steady growth as it
averaged 583,800 boe per day, which is 10% higher than 1Q'14
figures.
Both crude oil and natural gas production have steadily grown on a
quarterly basis helped in large part by the steady growth in tight
gas and shale oil production. After only two years, the Loma
Campana shale oil field is the second largest producing field in
Argentina with gross production increasing from 7,900 boe/day in
1Q'13 to 41,700 boe/day in 1Q'15.
STRONG BUSINESS POSITION: Fitch expects the company to continue to
solidify its market leadership in Argentina. YPF benefits from a
strong business position supported by its vertically integrated
operations and dominant market presence in the Argentine
hydrocarbons' market. Fitch anticipates that YPF will continue to
exercise an active role in domestic fuel and gas supply. In the
downstream segment, the company benefits from relatively high
prices for refined products in Argentina, as domestic sales of
refined products grew by 6% in 2014 allowing YPF to increase its
market share of gasoline sales to nearly 58% (from 55% in 2013) and
diesel sales to 60% (from 58%).
ADEQUATE CREDIT PROTECTION METRICS: YPF has relatively solid credit
protection metrics, characterized by moderate leverage and a
manageable debt amortization schedule. For the full-year 2014
period, total financial leverage, as measured by total
debt-to-EBITDA, reached 1.2x, which is considered low for the
assigned rating. YPF's total debt-to-total proved reserves ratio
was solid at USD4.7 per boe. Following local and international debt
issuances in the first half of the year, Fitch expects for the
company's gross leverage ratio to rise slightly above the 1.5x
level by the end of 2015.
GROSS LEVERAGE EXPECTED SLIGHTLY ABOVE 1.5x: Total debt as of the
first quarter of 2015 amounted to approximately USD6.4 billion.
EBITDA for 2014 was approximately USD4.9 billion, which is up 18%
on a year-on-year basis, though Fitch is conservatively assuming
flat EBITDA trends in 2015. During recent years, the company's
leverage has been moderately increasing, mostly as a result of
increases in debt to fund the company's ramped up capital
expenditure program.
Fitch's conservative forecast believes gross leverage could
increase to slightly above the 1.5x level in the near to medium
term given YPF's ambitious 2013-2017 USD28-USD30 billion capex
program (capex of USD6 billion/year). This would be in-line with
the company's conservative long-term target of a net debt:EBITDA
ratio of 1.5x; these leverage levels are still considered moderate
for the rating category. Incorporating the 2Q15 bond issuances
(approximately USD1.6 billion), the company's leverage ratio for
the last 12 months (LTM) March 2015 would rise to 1.6x on a pro
forma basis. Fitch does not expect further international debt
issuances during 2015, though some smaller local debt issuances are
possible.
RATING SENSITIVITIES
YPF's ratings could be negatively affected by a combination of the
following: further economic deterioration and the Republic of
Argentina's inability to convert and transfer foreign exchange for
YPF; a significant deterioration of credit metrics; and/or the
adoption of adverse public policies that can affect the company's
business performance in any of its business segments.
A positive rating action in the short to medium term is considered
unlikely given the linkage with sovereign credit quality and
Argentina's current sovereign restricted default rating.
LIQUIDITY AND DEBT STRUCTURE
ADEQUATE LIQUIDITY: Total cash and equivalents amounted to
approximately USD1.251 billion as of March 31, 2015, which is
equivalent to 75% of short-term debt totalling USD1.678 billion.
Adding an international debt issuance of USD1.5 billion and a local
market debt issuance totalling ARS935 million (approximately USD103
million) during the second quarter of 2015, the company's pro forma
cash position would be USD2.8 billion which covers more than 100%
of the company's short-term debt.
KEY ASSUMPTIONS
-- Mid-single digit production growth;
-- Realized oil prices of USD70/bbl, with increased realized
natural gas prices increasing to the USD4.5/MMcf level over
the next five years;
-- Low single-digit revenue growth in dollar terms over the next
five years;
-- EBITDA of USD5 billion+/year over the 2015-2019 period;
-- Capex of USD6 billion/year;
-- Leverage levels in the 1.5x range over the next five years.
Fitch has affirmed the following ratings:
YPF S.A.
-- Foreign currency IDR at 'CCC';
-- Local currency IDR at 'B-';
-- International senior unsecured bond ratings at 'CCC/RR4'.
The Rating Outlook for the company's local currency IDR is
Negative.
*********
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
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Each Tuesday edition of the TCR contains a list of companies with
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equity securities trade in public market are determined by more
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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
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