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T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, August 20, 2015, Vol. 19, No. 232
Headlines
ABB/CON-CISE CAPITAL: S&P Affirms 'B' CCR, Outlook Stable
ALPHA NATURAL: Meeting of Creditors Set for Sept. 2
ALPHA NATURAL: US Trustee Forms Seven-Member Creditors' Committee
ALTEGRITY INC: Expects to Exit Chapter 11 in Coming Weeks
AMERICAN APPAREL: Agrees to $90-Mil. Asset-Based Infusion
AMERICAN APPAREL: Ch 11 Possible, Might Have to Sell Off Assets
APPVION INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Negative
ASG CONSOLIDATED: S&P Raises Corporate Credit Rating to 'B-'
ATLANTIC & PACIFIC: Closing 10 Connecticut Stores & NJ Location
ATLANTIC & PACIFIC: Court Defers Ruling on Bid to Modify CBAs
BAHA MAR: Bahamian Case Doesn't Moot US Ch. 11, Del. Judge Says
BAHA MAR: Hearing on Case Dismissal Delayed to Aug. 28
BOOMERANG SYSTEMS: Files Chapter 11 to Facilitate Restructuring
CAESARS ENTERTAINMENT: Stalls Talks With Lenders on Bankruptcy Plan
CANDAX ENERGY: Gets Addt'l Waiver Extension on Facility Agreement
CANDAX ENERGY: TSX Committee Opts to Delist Common Shares
CASA MEDIA: Needs Until Oct.9 to Decide on Leases
CASIANO COMMUNICATIONS: Court Interprets 'Right of First Refusal'
CATHEDRAL CITY RDA SUCCESSOR: Moody's Hikes Rating on TABs to Ba1
CHILDREN OF AMERICA: Exits Ch 11 After Reorganization Plan OK'd
CRUMBS BAKE SHOP: Case Converted to Chapter 7 Liquidation
DISH NETWORK: Fitch Puts 'BB-' IDR on Watch Negative
DRD TECHNOLOGIES: Gets Additional Loan from ServisFirst Bank
DRD TECHNOLOGIES: Taps Riparian Partners as Financial Advisor
ECO SERVICES: S&P Affirms 'B' CCR & Revises Outlook to Developing
EL PASO CHILDREN'S: Patient Care Ombudsman Hires Greenberg Traurig
F-SQUARED INVESTMENT: Auction Rules OK'd; Sale Hearing Aug. 25
F-SQUARED INVESTMENT: Files Schedules of Assets and Liabilities
GRAFTECH INT'L: Moody's Confirms 'Ba3' CFR, Outlook Negative
GREGORY & PARKER: McClaim Summary Judgment Bid vs. Parkers Denied
HILO HATTIE: $5.1M Sale of Flagship Store Lease to Landlord OK'd
INDEPENDENCE TAX IV: Reports $4.8-Mil. Net Income for Fiscal Q1
INFOGROUP INC: Moody's Assigns B3 Rating to First Lien Loans
KU6 MEDIA: Receives Noncompliance Notice From NASDAQ
LEE STEEL: Hilco Global Acquires Steel Processing Facility
M/V VIENNA EXPRESS: Court Allows Case Transfer to S.D.N.Y.
METALICO INC: Incurs $16 Million Net Loss in Second Quarter
MF GLOBAL: Receives Court Approval for Final Creditor Distribution
MOMENTIVE PERFORMANCE: Reports Financial Results for Q2 2015
MOTORS LIQUIDATION: Court Only Stays Barred Complaints
NN INC: Precision Engineered Deal No Impact on Moody's B2 CFR
OZBURN-HESSEY HOLDING: S&P Puts 'B-' CCR on CreditWatch Positive
PATRIOT COAL: Dept. of Energy Objects to Restructuring Plan
PATRIOT COAL: Files Second Amended Joint Plan
PGT INC: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
PQ CORP: S&P Affirms 'B' CCR & Revises Outlook to Developing
PROSPECT HOLDING: S&P Puts 'B' CCR on Watch Negative
PROTOM INT'L: Amends Schedules of Assets and Liabilities
RELATIVITY MEDIA: Revised Plan Too Vague, Lender Claims
RESIDENTIAL CAPITAL: Hometown Mortgage's Bid to Dismiss Suit Denied
RESIDENTIAL CAPITAL: Trust Posts Q2 2015 Financial Statements
RESPONSE GENETICS: CGI to Pay $14M in Cash, Stock
RESPONSE GENETICS: Has $16.3 Million DIP Loan from SWK Funding
RIVERWALK JACKSONVILLE: Hires Collier's Robert Selton as Broker
RIVERWALK JACKSONVILLE: Pardo Firm to Advice on 2nd Brickell Deal
SAINT MICHAEL'S MEDICAL: Aug. 20 Hearing on Sale Process
SAINT MICHAEL'S MEDICAL: Sues BONY to Keep Special Accounts
SAMSON RESOURCES: Enters Into Restructuring Support Agreement
SAN DIEGO HOSPICE: Court Sets Aside Entry of Default in "Ross"
SANDRIDGE ENERGY: Could be Next to Fall to Ch. 11
SILICON VALLEY: No Priority for "Andrikopoulos" Claims
SONORAN AIR: US Peach Announces Turnaround of Business
STANDARD REGISTER: Delaware Court Approves Name Change
SULLIVAN INTERNATIONAL: 'Challenge' Period Extended to Sept. 15
SURGERY CENTER: Moody's Retains B3 CFR on SEC Form S-1 Filing
TEREX CORP: Moody's Affirms 'B1' Corporate Family Rating
ZUCKER GOLDBERG: US Trustee Forms Seven-Member Committee
[*] Berger Singerman Attorneys Named Bankruptcy Lawyer of the Year
[*] Smiley Wang-Ekvall Attorneys Named Best Lawyers in America
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
ABB/CON-CISE CAPITAL: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Coral Springs, Fla.-based ABB/Con-Cise Optical
Group LLC (ABB). The outlook is stable.
S&P also raised its issue-level rating on the company's
$345 million senior secured bank credit facility to 'B+' from 'B'
and revised the recovery rating to '2' (70% to 90%) from '3'.
S&P's recovery expectations are at the lower half of the 70% to 90%
range.
"The higher bank facility ratings reflect improved recovery
prospects for lenders mainly based on our higher emergence
enterprise value estimate following the successful integration of
Optical Distributor Group," said Standard & Poor's credit analyst
Jerry Phelan.
Standard & Poor's ratings on ABB reflect the company's ownership by
a financial sponsor, narrow business focus, vulnerability to
decisions made by the four major contact lens suppliers that
dominate the contact lens industry, and the ability of customers to
switch distributors fairly easily. The ratings also reflect the
company's solid market share, which S&P believes totals about 45%
of the U.S. wholesale contact lens market, including over 70% of
the ECP (eye care professional) segment; its participation in an
industry with relatively stable end-user demand and modest growth;
and the potential to add more customers and leverage its
distribution centers.
The ratings on ABB are constrained by its majority ownership by a
financial sponsor. This is because financial sponsors typically
dictate aggressive financial policies, specifically adding
significant amounts of debt to its sponsor companies to fund large
distributions or make acquisitions. As a result, while ABB's
credit ratios are presently at levels consistent with a higher
rating, absent information to the contrary (such as a large
reduction in the sponsors' ownership stake), S&P would expect the
financial sponsor's aggressive financial policies to ultimately
result in a re-leveraging of the balance sheet, including leverage
above 5x and funds from operations (FFO) to debt below 12%.
The outlook is stable. S&P expects EBITDA to improve by around 15%
in 2015 and by a mid-single-digit rate in 2016 as integration costs
dissipate and productivity improvements take hold. This would
enable ABB to improve leverage to around 4x and FFO to debt to the
upper-teens over the next 12 months, excluding any potential large
debt-financed transactions.
ALPHA NATURAL: Meeting of Creditors Set for Sept. 2
---------------------------------------------------
The meeting of creditors of Alpha Natural Resources Inc. is set to
be held on Sept. 2, 2015, at 2:00 p.m. (prevailing Eastern Time),
according to a filing with the U.S. Bankruptcy Court for the
Eastern District of Virginia.
The meeting will be held at the Office of the U.S. Trustee, Suite
4300, 701 East Broad Street, in Richmond, Virginia.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
ALPHA NATURAL: US Trustee Forms Seven-Member Creditors' Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
The unsecured creditors are:
(1) CB Mining, Inc.
Attn: Bill Powell
225 Berry Road
Washington, PA 15301
(2) Nelson Brothers, LLC
Attn: Jason Baker
820 Shades Creek Parkway, Suite 2000
Birmingham, AL 35209
(3) Pension Benefit Guaranty Corporation
Attn: Michael Strollo
1200 K Street NW
Washington, DC 20005-4026
(4) United Mine Workers of America
1974 Pension Plan and Trust
Attn: David Allen
2121 K Street NW
Washington, D.C. 20037
(5) MUFG Union Bank, N.A., as Indenture Trustee
Attn: James Myers and David Ursa
350 California Street, 11th Floor
San Francisco, CA 94104
(6) Computershare Trust Company, N.A. and
Computershare Trust Company of Canada,
proposed successor to Wilmington Trust Company,
as Indenture Trustee
Attn: Tina Vitale
480 Washington Street, 28th Floor
Jersey City, NJ 07310
(7) United Mine Workers of America
Attn: Grant Crandall
18354 Quantico Gateway Dr., Suite 200
Triangle, VA 22172
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
ALTEGRITY INC: Expects to Exit Chapter 11 in Coming Weeks
---------------------------------------------------------
Altegrity, Inc. ("Altegrity" and, with certain of its affiliates,
the "Company") on Aug. 14 disclosed that the United States
Bankruptcy Court for the District of Delaware has confirmed the
Company's Plan of Reorganization. Upon completion of the
restructuring process, which is expected to occur in the coming
weeks, the Plan will reduce the Company's debt, thereby improving
its capital structure and liquidity profile.
"We are pleased to have reached this important milestone, and look
forward to emerging from the financial restructuring process as a
stronger and more competitive company that is well positioned for
growth and success," said Jeffrey Campbell, Altegrity's President
and Chief Financial Officer. "With significantly less debt and an
improved capital structure, we are well-positioned to invest in our
Kroll and HireRight businesses to enhance their growth and create
value for our stakeholders."
Mr. Campbell continued, "Our entire enterprise would like to thank
our clients and vendors for their unwavering loyalty to our
businesses. We also want to thank our employees for their
commitment to our stakeholders and to each other throughout the
financial restructuring process. Kroll and HireRight are healthy
and profitable businesses, and we are pleased both organizations
have continued to serve their clients with distinction."
Court documents and additional information are available through
Altegrity's claims agent, Prime Clerk, at
https://cases.primeclerk.com/altegrity or (855) 842-4125.
Debevoise & Plimpton LLP is serving as the Company's legal advisor,
AlixPartners LLP is serving as its restructuring advisor and
Evercore LLC is serving as its financial advisor.
Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Houlihan Lokey
are advising the ad hoc committee of unaffiliated holders of the
Company's second and third lien debt. Kirkland & Ellis LLP and
Moelis & Company LLC are advising the ad hoc committee of
unaffiliated holders of the Company's first lien debt.
About Altegrity
Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and software
for data management; and investigative, analytic, consulting, due
diligence, and security services. Altegrity is principally owned
by investment funds affiliated with Providence Equity Partners.
Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8,
2015.
Jeffrey S. Campbell signed the petitions as president and chief
financial officer. The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.
M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel. Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers. Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.
The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services. Land Line relates that USIS lost key federal background
check contracts.
The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors. The Creditors'
Committee retained Wilmer Cutler Pickering Hale & Dorr LLP, as lead
counsel, and Bayard, P.A., as Delaware co-counsel.
* * *
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on May 15, 2015, approved the disclosure
statement explaining Altegrity, Inc., et al.'s Joint Chapter 11
Plan. A hearing to confirm the Plan was scheduled for July 1,
2015.
As reported in the April 1, 2015 edition of the Troubled Company
Reporter, the Debtors filed a Joint Chapter 11 Plan and
accompanying disclosure statement that will delever the Company by
approximately $700 million, or 40% of the Debtors' outstanding
debt.
The Plan provides for a 2.2% estimated recovery of allowed general
unsecured claims, which total approximately $82,510,532. Holders
of Secured Third Lien Notes Claims are poised to recover 7.7% of
their estimated $66,304,133 total amount of claims. Holders of
Secured Second Lien Notes Claims are poised to recover 48.4% of
their estimated $519,265,011 total amount of claims.
A full-text copy of the Disclosure Statement dated May 16, 2015, is
available at http://bankrupt.com/misc/ALTEGRITYds0516.pdf
AMERICAN APPAREL: Agrees to $90-Mil. Asset-Based Infusion
---------------------------------------------------------
Maria Armental, writing for The Wall Street Journal, reported that
American Apparel Inc. has reached an agreement with creditors for a
$90 million asset-based infusion, averting default.
Still, the retailer warned on Aug. 17 a bankruptcy threat remains
given its financial results thus far and its projections for the
next four fiscal quarters, according to the report. The retailer
had warned last week it had about $13 million of available cash,
roughly the amount of an interest payment due on Oct. 15 -- and
risked default unless it raised another cash infusion or refinance
its debt, the report related.
About American Apparel
American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based
in downtown Los Angeles, California. As of Sept. 30, 2014,
American Apparel had approximately 10,000 employees and operated
245 retail stores in 20 countries including the United States and
Canada. American Apparel also operates a global e-commerce site
that serves over 60 countries worldwide at
http://www.americanapparel.com. In addition, American Apparel
operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
American Apparel reported a net loss of $68.8 million in 2014, a
net loss of $106 million in 2013 and a net loss of $37.3
million in 2012.
As of March 31, 2015, the Company had $271 million in total
assets, $416 million in total liabilities and a $144 million total
stockholders' deficit.
* * *
Troubled Company Reporter , Aug 14, 2015 ( Source: TCR)
Moody's Investors Service downgraded ratings of American Apparel,
Inc., including the Corporate Family rating, which was downgraded
to Caa3 from Caa2, and left the ratings on review for further
downgrade.
The TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2. The clothing retailer's probability of default was also
lowered one level and the outlook is negative.
As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is
negative.
AMERICAN APPAREL: Ch 11 Possible, Might Have to Sell Off Assets
---------------------------------------------------------------
American Apparel's condition could force the Company to Chapter 11
bankruptcy, and a restructuring could include selling off assets
and looking at alternative distribution, Keira Cook at Northern
Californian reports, citing analyst.
The Company has warned in a filing with the U.S. Securities and
Exchange Commission that it may not be left with enough money to
keep operation for the next one year. Northern Californian states
that the Company witnessed a bad quarter report with sales declined
17% amounting to $134 million and the nest loss increased to $19.4
million. Viraj Shah at Investcorrectly.com relates that as a
result of a steep drop in sales, it is finding cash management
tough.
According to Northern Californian, it is said that the Company has
been facing rough time since 2014 when it ousted chief executive
and chairman Dov Charney. The report says that the Company has
almost $235 million in long-term debt and by October 2014, and that
it has to come up with $13.9 million for a bond payment. The
report adds that the Company has reached an agreement with
creditors for a $90 million asset-based infusion, but it also
warned of a bankruptcy.
"It's very hard to achieve to save the Company now without exiting
most of the leases. It has to be done," Richard Irwin at The
Market Business quoted Craig Johnson of Customer Growth Partners as
saying.
Allison Collins, writing for Themiddlemarket.com, recalls that the
Company was also rumored in 2011 to be headed to bankruptcy.
About American Apparel
American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based
in downtown Los Angeles, California. As of Sept. 30, 2014,
American Apparel had approximately 10,000 employees and operated
245 retail stores in 20 countries including the United States and
Canada. American Apparel also operates a global e-commerce site
that serves over 60 countries worldwide at
http://www.americanapparel.com. In addition, American Apparel
operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
American Apparel reported a net loss of $68.8 million in 2014, a
net loss of $106 million in 2013 and a net loss of $37.3
million in 2012.
As of March 31, 2015, the Company had $271 million in total
assets, $416 million in total liabilities and a $144 million total
stockholders' deficit.
* * *
The TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2. The clothing retailer's probability of default was also
lowered one level and the outlook is negative.
As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is
negative.
APPVION INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Appvion Inc. The outlook is negative.
The rating affirmation reflects S&P's view that the sale of the
Encapsys business is a credit-neutral event for Appvion. Appvion
lost a growing and profitable, albeit small, business segment but
received an attractive multiple that enabled it to pay down debt
and improve overall liquidity. Appvion will be a smaller,
less-diversified company but should benefit from the ability
dedicate more resources toward improving the profitability of its
core Carbonless and Thermal paper segments.
"The negative outlook reflects the potential for Appvion's end
markets to continue to weaken and for performance to fall short of
our expectations, resulting in cash shortfalls and deteriorating
liquidity," said Standard & Poor's credit analyst Thomas O'Toole.
S&P would likely lower its ratings on Appvion if volume and pricing
declines persisted to the extent that liquidity deteriorated and
covenant cushion declined to 10% or less. S&P would also consider
a downgrade if interest coverage weakened to less than 1.25x.
S&P would revise the outlook to stable if Appvion's end markets
improve and stabilize along with the successful implementation of
operational enhancements. Specifically, S&P would need to see debt
leverage maintained below 6.5x.
ASG CONSOLIDATED: S&P Raises Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Seattle-based ASG Consolidated LLC to 'B-' from 'SD'.
At the same time, S&P assigned a 'B+' rating to the company's
$540 million first lien term loan and $60 million revolving credit
facility due 2021, with a recovery rating of '1', indicating S&P's
view that lenders can expect very high (90% to 100%) recovery of
principal in the event of payment default.
S&P also assigned a 'CCC+' rating to the company's $200 million
second lien senior secured term loan maturing 2022 with a recovery
rating of '5', indicating S&P's view that lenders can expect modest
(low end of 10% to 30%) recovery of principal in the event of a
payment default.
S&P will withdraw ratings on the company's existing $85 million
revolving credit facility, $100 million term A, $281.5 million term
B bank debt, and $275 million senior subordinated notes at the
close of the transaction.
"The upgrade reflects the improved sustainability of the company's
capital structure following its recapitalization," said Standard &
Poor's credit analyst Kim Logan, referring to ASG's distressed
exchange of its PIK notes, removal of all debt at entities above
the company that had previously required significant upstream debt
servicing requirements, and refinancing of all existing bank and
term debt with $800 million first and second lien debt. "We
believe this transaction will permit the company to generate much
higher discretionary cash flows and slowly repay debt while
maintaining more than 15% covenant cushion."
Despite the company's strong position as the leading harvester of
wild caught fish for human consumption in the U.S., its strong
position in the U.S. Bering Sea pollock fishery, and regulatory
support under the American Fisheries Act, Standard & Poor's
believes the company has a narrow product focus and participates in
the commodity-oriented and somewhat volatile commercial fishing
industry. Moreover, S&P recognizes that global supplies now
include fish sourced from the Russian Bering Sea, which S&P
believes is an additional risk to supply-demand imbalances that
leads to fish price volatility.
Still, the company has some distinct competitive advantages that
permit it to have above-average profit margins (offset by periods
of earnings volatility), including its exclusive fishing rights in
the U.S. Bering Sea, the operating efficiency of its vessels with
onboard processing capacity, and a regulatory framework that sets
quotas generally well below the peak projected fish population,
which sustains supplies and helps reduces the risk of oversupply.
Nevertheless, in Standard & Poor's view the company remains highly
leveraged. Its credit measures include pro forma debt to EBITDA of
more than 6.5x and funds from operations to debt of about 6.5%,
which S&P projects will only modestly improve as the company slowly
grows EBITDA and repays debt. S&P's assessment also considers the
company's material financial sponsor ownership, which would
preclude a more favorable financial risk assessment until the
company can lower and sustain its debt-to-EBITDA ratio at 5x.
The stable outlook reflects S&P's expectation that ASG will
generate positive free cash flows that permit it to slowly repay
debt while maintaining sufficient covenant cushion following its
recapitalization.
ATLANTIC & PACIFIC: Closing 10 Connecticut Stores & NJ Location
---------------------------------------------------------------
Alexander Soule at StamfordAdvocate.com reports that Great Atlantic
& Pacific Tea Co. will close 10 stores in Connecticut unless a
buyer is found by November.
Natalie Heard Hackett, writing for Tapinto.net, relates that
workers at the Pathmark in Lackawanna Plaza, Montclair, New Jersey,
also received termination notices on Monday. The location wasn't
included in the Company's list of stores to be closed, the report
says.
According to Newsday, the A&P company previously had plans on
keeping the remaining stores open as part of its Chapter 11
Bankruptcy proceeding, but now must sell off everything or face
closures. The Company is still shopping around the Montclair
Pathmark store and has not yet found a buyer and so it sent
termination letters out of "an abundance of caution," the report
states, citing a source close to the matter, who would not speak on
record.
United Food & Commercial Workers Union Local 371, which represents
the Company's workers, is fighting before the Bankruptcy Court a
request to amend its collective bargaining agreements, to include
limiting severance to 25% of what workers in stores slated for
closure would otherwise be due, StamfordAdvocate.com reports.
UFCW said in a note to its members published last week, "The
terrible reality is that based on bankruptcy laws, many other debt
claims take priority over severance, and will likely be paid before
severance. We will continue to fight to make it very clear to A&P
and the bankruptcy judge that A&P should honor its contractual
responsibilities to . . . families."
NewJersey.com relates that Bankruptcy Judge Robert Drain instructed
the Company and union to try to reach an agreement by Wednesday.
Hoa Nguyen, writing for Lohud, reports that the Company's attorneys
filed a notice saying the Wednesday hearing has been postponed to a
future date that remains to be determined.
According to Lohud, the Company is planning to shut 25 stores --
some as early as Sept. 5, 2015 -- and sell the rest of its roughly
300 stores. The Company, says the report, already has three sales
bids for 118 locations.
StamfordAdvocate.com adds that Acme Markets grocery chain owner
Albertson's plans to take over the A&P Fresh on High Ridge Road in
Stamford; A&P at 160 West Putnam Avenue and 1237 East Putnam Avenue
in Greenwich; and the Food Emporium in downtown New Canaan.
According to the report, Stop & Shop owner Ahold was also rumored
to be bidding for some A&P locations.
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 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.
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: Court Defers Ruling on Bid to Modify CBAs
-------------------------------------------------------------
ABI.org reports that a bankruptcy judge held off ruling on whether
Great Atlantic & Pacific Tea Co. can modify parts of its
collective-bargaining agreements (CBAs) with unions. He wants A&P
to negotiate more with unions.
As reported by the Troubled Company Reporter on Aug. 14, Joseph
Checkler, writing for Dow Jones' Daily Bankruptcy Review, said that
in an Aug. 11 filing with U.S. Bankruptcy Court in White Plains,
N.Y., A&P said that for now, it only seeks to change two
provisions: one that allows senior employees in stores that are
closing to take positions of employees with less seniority in other
locations, and another regarding severance. A&P wants the right to
defer some severance payments to laid-off employees, the report
related.
Bill Rochelle, a bankruptcy columnist for Bloomberg News, also
reported that A&P said the union representing 73% of its workforce
is already in talks with prospective buyers regarding new
contracts. A&P said if those discussions don't bear fruit, A&P
intends to use bankruptcy court procedures to shed its CBAs.
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 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.
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.
BAHA MAR: Bahamian Case Doesn't Moot US Ch. 11, Del. Judge Says
---------------------------------------------------------------
Peter Hall, writing for Law360 reports, that Delaware Bankruptcy
Judge Kevin J. Carey said the insolvency proceeding in the Bahamas
doesn't necessarily moot the parallel Chapter 11 case of the
stalled $3.5 billion Baha Mar resort's developer, saying creditors
wouldn’t be harmed if it continued. The judge's remarks came
during a hearing in Wilmington ahead of a proceeding Wednesday in
the Bahamian court to appoint a liquidator of the unfinished Cable
Beach casino and resort after a judge there refused to recognize
the Delaware bankruptcy court's authority.
Meanwhile, ABI.org reports that the opening of the $3.5 billion
Baha Mar mega-resort in the Bahamas is expected to be delayed
beyond the start of the Christmas season, with the developer deep
in an escalating legal battle with a Chinese bank.
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 counselare 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: Hearing on Case Dismissal Delayed to Aug. 28
------------------------------------------------------
Tribune 242 reports that the U.S. bankruptcy hearing for Baha Mar
has been delayed to Aug. 28, 2015. Law360 states that the hearing
to consider lender Export Import Bank of China and general
contractor China State Construction America was originally
scheduled for Aug. 17, 2015.
Citing the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, the Wall Street Journal relates that
questions about the effects of the court's rulings outside the U.S.
"doesn't mean there might not be some benefit" to allowing the
Chapter 11 Case to continue, and the continuation of the U.S. case
would not harm creditors' rights in the Bahamian proceedings.
Khrisna Virgil at Tribune 242 says that the delay in the U.S. court
means that the matter will be dealt with a week after the Supreme
Court of the Bahamas hears on Aug. 19, 2015, the government's
winding up petition against the Company. According to Tribune 242,
a delayed hearing on a winding-up petition by the government has
been set for Aug. 19 and 20 after China Construction America
expressed reservations over the appointment of
PriceWaterhouseCoopers Bahamas as the Company's provisional
liquidators.
Tribune 242 recalls that Supreme Court Justice Ian Winder denied in
July 2015 an application for the recognition of the Company's
ongoing Chapter 11 bankruptcy proceedings in the U.S. but earlier
this month granted the Company leave to appeal that decision.
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 counselare 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.
BOOMERANG SYSTEMS: Files Chapter 11 to Facilitate Restructuring
---------------------------------------------------------------
Boomerang Systems, Inc., the innovator of the revolutionary
RoboticValet(R) automated parking system, on Aug. 19 disclosed that
it is seeking a financial restructuring by the voluntary filing of
a petition under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
The Company lacks adequate working capital, because of a default by
a significant lender.
As part of its filings with the Court, the Company is seeking
approval of post-petition financing from a group of the Company's
existing senior secured note holders that have committed to finance
the Company's restructuring. "Boomerang will not be discouraged by
this event, and we are grateful for the strong and consistent
support from our investor base. While we are obviously
disappointed, our management team is highly motivated to develop
and execute a plan of reorganization that will allow us to emerge
in a stronger state and better able to serve our customers. We
deeply regret the uncertainty and short-term impact on customers
and employees," said the Company's CEO, James Gelly.
The Company has retained the services of the law firms Togut, Segal
& Segal LLP and Ciardi, Ciardi & Astin to represent it in its
chapter 11 case. In addition, the Company has retained the law
firm Berg & Androphy, which filed a lawsuit on August 18th, 2015 in
the Southern District of New York against the Company's defaulting
lender.
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
Boomerang Systems reported a net loss of $2.66 million for the
fiscal year ended Sept. 30, 2014, a net loss of $11.2 million for
the year ended Sept. 30, 2013 and a net loss of $17.4 million for
the year ended Sept. 30, 2012.
As of March 31, 2015, the Company had $6 million in total assets,
$19.5 million in total liabilities, and a $13.5 million total
stockholders' deficit.
CAESARS ENTERTAINMENT: Stalls Talks With Lenders on Bankruptcy Plan
-------------------------------------------------------------------
The Associated Press reported that talks have once again ended
between a bankrupt division of casino giant Caesars Entertainment
Corp. and its bank lenders as the company aims to get its creditors
on board with a reorganization plan before November.
According to the report, citing a filing with the U.S. Securities
and Exchange Commission, the company said talks ended on Aug. 16
after the two sides couldn't come to an agreement on terms.
Lenders want Caesars Entertainment Corp. to hand over $125 million
in cash up front, more than the $62.5 million the company has
offered, among other things, the report said.
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.
CANDAX ENERGY: Gets Addt'l Waiver Extension on Facility Agreement
-----------------------------------------------------------------
Candax Energy Inc. on Aug. 18 disclosed that it has obtained from
Geofinance NV, major debtholder and shareholder of the Company, a
further extension of 8 days on the waiver with respect to terms of
the facility agreement entered into by the parties.
The extension will extend the waiver until August 26, 2015. As a
result, Geofinance NV has agreed not to seek any remedy under the
facility agreement in respect of the $3.5 million unpaid amount
until August 26, 2015, except in case of specific circumstances. A
copy of the amendment and waiver letter will be filed publicly by
the Company and available on SEDAR.
The Company is in advanced discussions regarding financial
alternatives and needs more time to continue these discussions.
Candax Energy Inc. is a company with mature oil & gas field
developments in Tunisia.
CANDAX ENERGY: TSX Committee Opts to Delist Common Shares
---------------------------------------------------------
Candax Energy Inc. on Aug. 18 disclosed that the Continued Listings
Committee of Toronto Stock Exchange has determined to delist the
Company's common shares effective at the close of market on
September 17, 2015. The delisting was imposed for failure by the
Company to meet the continued listing requirements of TSX.
The Company also disclosed that the internal bid committee of ETAP
decided not to proceed to the next sale of crude oil scheduled for
end of September 2015 as no interesting offers were received.
Therefore, ETAP will not present any commercial offer to Ecumed and
the next lifting will take place for an estimated quantity of
170,000 barrels by end of November 2015.
The cash balance of the Company as at end of August will be circa
$0.9 million.
The net Candax share of crude oil in inventory as at end of July
2015, amounts to 66 thousand barrels ("kbbls") (over 117 kbbs
available in Maretap Tank storage) which represents an approximate
value of $2.8 million at today's Brent prices, rising to 106.5
kbbls net Candax share (197 kbbs available in Maretap Tank storage)
by end of October, with a forecasted average monthly net production
of 14.5 kbbls (25 kbbls gross production including partners).
Based on current business assumptions, and assuming that oil sales
revenues are delayed until December 2015, the company would likely
experience a cash shortfall by the end of October 2015. However
the Company forecasts a positive cash balance at the end of 2015,
once oil sales proceeds have been received.
The Company is actively working on options to pre-finance its crude
oil inventory and its future account receivables.
Pierre-Henri Boutant, CFO and Interim CEO of the Company noted that
"the delisting comes as a result of the effect of low oil prices
which have caused reduced revenues and inadequate working capital.
As well, the Company's financial condition, reduced price of its
common shares, public float below $2 million are factors cited for
the delisting by the TSX. Management will continue to seek for
alternative options."
About Candax Energy
Candax Energy Inc. is a company with mature oil & gas field
developments in Tunisia.
CASA MEDIA: Needs Until Oct.9 to Decide on Leases
-------------------------------------------------
Casa Media Partners, LLC, and Casa en Denver, Inc., ask the United
States Bankruptcy Court for the Southern District of Florida, Miami
Division, to extend the time within which they may assume or reject
all of their unexpired leases of nonresidential real property
through and including October 9, 2015.
The Debtors explained that the requested period falls well within
the acceptable parameters of the extension periods granted by
courts in other Chapter 11 cases of this size, stature and
complexity. The extension sought would be without prejudice to the
rights of the Debtors to seek further extensions of time to assume
or reject the Unexpired Leases with the consent of the affected
landlords, the Debtor assert. The Debtors further assert that it
is irrefutable that the Unexpired Leases are valuable assets of the
Debtors' estates and are integral to the continued operation of
their business.
However, the Debtors have been unable to make reasoned decisions as
to whether to assume or reject all the Unexpired Leases within 120
days of the Petition Date, and do not want to forfeit their right
to assume any Unexpired Lease as a result of the "deemed rejected"
provision of Section 365(d)(4)(A) of the Bankruptcy Code, or be
compelled to assume all those Unexpired Leases within that same
period in order to avoid rejections, with the resultant imposition
of potentially substantial administrative expenses on their
estates.
The Debtors tell the Court are making timely payments for the use
of the property pursuant to the Unexpired Leases at the applicable
lease rates set forth in such Unexpired Leases and are continuing
to perform their other obligations under the Unexpired Leases in a
timely fashion, to the extent required by Section 365(d)(3). It is
beyond dispute that the Debtors cannot operate their business
without the Unexpired Leases, the Debtors say. The properties
leased by the Debtors under the Unexpired Leases include the
Debtors’ office spaces and antenna sites. At least in the short
term, it is impossible for the Debtors to find suitable
replacements for these Unexpired Leases. It would not be prudent
for the Debtors to make any determinations concerning the
assumption or rejection of the Unexpired Leases before August 12,
2015. In addition to continuing to run their business and conduct
day-to-day operations since the Petition Date, the Debtors have
focused on stabilizing their businesses and ensuring a smooth
transition into Chapter 11, while also continuing to work jointly
with Bank of Commerce, the largest creditor in the Debtors' cases
and further developing the terms of a disclosure statement and
plan. Moreover, the Debtors' Chapter 11 cases have been pending
for only less than four months, and therefore, the Debtors submit
that such a brief period of time is not a reasonable amount of time
for the Debtors to have comprehensively evaluated the Unexpired
Leases. There is no reason why the Debtors' proposed extension of
time to assume or reject the Unexpired Leases could or would damage
the lessors that are parties to the Unexpired Leases in an amount
beyond the compensation as is available to the lessors under the
Bankruptcy Code, the Debtors assert.
The Debtors' Chapter 11 cases while certainly not large in scale
are clearly complex due to the nature of the Debtors' businesses
and the potential spectrum sale that the Debtors are exploring, the
Debtors add.
Casa Media Partners, LLC and Casa en Denver, Inc. are represented
by:
Kristopher E. Aungst, Esq.
Michael C. Foster, Esq.
TRIPP SCOTT, P.A.
110 S.E. 6th Street, 15th Floor
Fort Lauderdale, FL 33301
Tel: 954-525-7500
Fax: 954-761-7500
Email: kea@trippscott.com
mcf@trippscott.com
About Casa Media Partners
Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015. The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases. The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel. According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.
CASIANO COMMUNICATIONS: Court Interprets 'Right of First Refusal'
-----------------------------------------------------------------
Judge Brian K. Tester of the United States Bankruptcy Court for the
District of Puerto Rico determined that Encanto Group, LLC's 'right
of first refusal' would be extinguished with the full payment of
the amounts owed pursuant to the terms of the Loan Agreement
between Encanto and the debtor Casiano Communications, Inc.
Encanto and Casiano entered into a Loan Agreement dated November
12, 2014, which stipulated the terms and conditions under which
Encanto would provide postpetition financing for Casiano. Encanto
argued that Casiano conferred the 'right of first refusal' in
exchange for providing postpetition lending "when no other party
would" and is not conditioned on the existence of the outstanding
debt.
Judge Tester explained that the Loan Agreement is first and
foremost a loan document whose primary function is to provide
remedies to Encanto in the event of Casiano's default with regards
to the monies owed, and the 'right of first refusal' clause has no
independent existence once the term of the agreement has expired
and payment has been satisfied.
The case is IN RE: CASIANO COMMUNICATIONS INC DIRECT RESPONSOURCE
INC [CONSOLIDATED DEBTORS], Chapter 11, Debtor(s), CASE NO.
14-08258 (Bankr. D.P.R.).
A full-text copy of Judge Tester's July 29, 2015 opinion and order
is available at http://is.gd/Eejtjwfrom Leagle.com.
CATHEDRAL CITY RDA SUCCESSOR: Moody's Hikes Rating on TABs to Ba1
-----------------------------------------------------------------
Moody's Investor's Service has upgraded to Ba1 from Ba3 the
Successor Agency to the Cathedral City's Redevelopment Agency, CA's
Tax Allocation Bonds.
On June 24, 2015, in connection with the release of our Tax
Increment Debt methodology, we placed the ratings for nearly all
California tax allocation bonds (TABs) on review for upgrade,
including Cathedral City's Successor Agency, CA's (SA) TABs. This
rating action completes our review for this SA.
Three years post-dissolution, the administrative risks related to
the payment of debt service have significantly lessened, so we are
now placing greater weight on the fundamental project area
characteristics and some of the positive features of the
dissolution legislation, including the closed lien status of the
debt.
SUMMARY RATING RATIONALE
The upgrade to Ba1 takes into account the large incremental
assessed value (AV) of the merged project area which reflects a
strong ratio of incremental AV to total AV and the SA's low
taxpayer concentration. The rating further incorporates the SA's
narrow debt service coverage levels, below average socioeconomic
profile of area residents, and outstanding litigation between the
Agua Caliente Band of Cahuilla Indians and Riverside County.
The rating factors in the SA's successful adaptation to
post-dissolution processes and administrative procedures and our
expectation that this will continue. The rating also incorporates
our generally positive assessment of the implementation of the
legislation that dissolved redevelopment agencies (RDAs) by most
Successor Agencies over the last three years, leading to timely
payment of debt service on California TABs.
In 2012, state legislation dissolved all California RDAs, replacing
them with "successor agencies" to serve as fiduciary agents.
Dissolution effectively changed the flow of funds and processes
around the payment of debt service on TABs. Tax increment revenue
is placed in trust with the county auditor-controller, who makes
semi-annual distributions of funds sufficient to pay debt service
on TABs and other "enforceable obligations" approved by the state.
OUTLOOK
Outlooks are generally not applicable for local government credits
of this size.
WHAT COULD MAKE THE RATING GO UP
Sizable increase in incremental AV of the project area, leading
to greater debt service coverage
WHAT COULD MAKE THE RATING GO DOWN
Protracted decline in incremental AV and erosion of debt service
coverage levels
Court decision resulting in material loss of possessory tax
revenues
Additional legislative or administrative changes that create
uncertainty as to the timely payment of debt service
OBLIGOR PROFILE
The Successor Agency to the Cathedral City Redevelopment Agency is
a separate legal entity from the City of Cathedral City. The SA is
responsible for winding down the operations of the former RDA,
making payments on state-approved "enforceable obligations" and
liquidating any unencumbered assets to be distributed to other
local taxing entities.
LEGAL SECURITY
The legal security for bonds is tax increment revenue from the
project area(s) net of housing set asides and senior pass-through
payments.
While not legally pledged, the dissolution laws permit TAB debt
service to be paid from TI revenues deposited in the SA's
Redevelopment Property Tax Trust Fund (RPTTF), less amounts
disbursed for pass-through payments and certain administrative
charges. This includes the 20% of TI revenue previously considered
restricted housing set aside.
The SA is responsible for notifying the county auditor-controller
of any shortfall in TI revenue expected to be deposited in the
RPTTF needed for the payment of TAB debt service that would result
from the disbursal of the monies for subordinated pass-through
payments, so that the necessary subordination can be effected
through changes to the usual flow of funds.
CHILDREN OF AMERICA: Exits Ch 11 After Reorganization Plan OK'd
---------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that
Children of America, Inc., exited Chapter 11 bankruptcy at the Hon.
Erik Kimball of the U.S. Bankruptcy Court for the Southern District
of Florida confirmed the Company's reorganization plan on Aug. 1,
2015.
Business Journal relates that the debt from former locations was
resolved, with 95% of claims paid initially and the other 5% over
time.
The Company, says Business Journal, continues to operate its
childcare centers.
The report quoted the Company's president, Jim Perretty, as saying,
"The reason for the reorganization was the closing of four
underperforming centers and to allow the company to renegotiate the
leases on its other locations to bring the lease rates in line with
the current markets. We were successful in those negotiations.
This means that Children of America is a much stronger company."
Headquartered in Delray Beach, Florida, Children of America, Inc.,
owns 62 preschools throughout the nation. The Company is headed by
President Jim Perretty and Chairman Anthony Pryor. It was founded
in 1997 and has more than 1,500 employees.
Children of America filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 15-13997) on March 4, 2015,
listing total liabilities of $7.64 million and no assets. The
petition was signed by Joe Letzelter, executive vice president.
CRUMBS BAKE SHOP: Case Converted to Chapter 7 Liquidation
---------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey converted the Chapter 11 cases of Crumbs
Bake Shop Inc. and its debtor-affiliates to Chapter 7 proceedings.
The Court directed the U.S. Trustee to appoint a Chapter 7 trustee
following the Conversion Date. Upon the appointment of a Chapter 7
trustee, the Debtors' counsel, Cole Schotz P.C., is directed to
remit to the Chapter 7 trustee the $25,000 held in Cole Schotz's
attorney trust account.
As reported by the TCR on Oct. 16, 2014, the Debtors told the Court
that they have sold substantially all of their assets, have no
operating business to save and cannot propose a feasible plan of
reorganization. Accordingly, the Debtors noted they have no
alternative but to convert their Chapter 11 proceedings to Chapter
7 pursuant to Section 1112(a) of the Bankruptcy Code.
The Debtors said that they do not have sufficient funds available
to formulate and seek confirmation of a Chapter 11 plan, and the
potential causes of action, while believed to have value, will take
a long time to liquidate. The Debtors believe the goal of
maximizing the net recoveries to creditors will best be achieved
through an orderly process that may be administered by a Chapter 7
trustee.
The Official Committee of Unsecured Creditors agreed with the
Debtors' decision to convert the Chapter 11 cases to Chapter 7.
BSL joined in the Debtors' motion for Chapter 7 conversion.
About Crumbs Bake Shop
Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. D.N.J. Lead Case No.
14-24287) on July 11, 2014. John D. Ireland signed the petitions
as chief financial officer. Crumbs Bake Shop estimated assets of
$10 million to $50 million and the same range of liabilities.
Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors'
counsel. Prime Clerk LLC is the Debtors' claims and noticing
agent. Judge Michael B. Kaplan oversees the jointly administered
cases.
The U.S. Trustee appointed three creditors to serve in the Official
Committee of Unsecured Creditors. Sharon L. Levine, Esq., at
Lowenstein Sandler LLP serves as Committee's counsel.
* * *
On July 7, 2014, the Board of Directors of Crumbs Bake Shop
determined to cease operations effective immediately. The Board's
determination was made after the Company lacked sufficient
liquidity to maintain current operations.
On the petition date, Crumbs entered into an Asset Purchase
Agreement through which Lemonis Fischer Acquisition Company, LLC, a
joint venture created by Marcus Lemonis LLC and Fischer
Enterprises, L.L.C., will acquire the Crumbs' business as part of
the Company's Chapter 11 filing. Lemonis Fischer Acquisition is
represented by Louis Price, Esq., at McAfee Taft PC.
On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its
assets for a credit bid of $7,140,000 and the assumption of various
liabilities. There are no cash proceeds and the credit bid
resulted in the repayment of all indebtedness to Lemonis Fischer
Acquisition, which held a first priority security interest in the
assets of the Company. The Company's remaining assets will be
liquidated and the proceeds thereof will be utilized to pay
unsecured liabilities in accordance with applicable law and certain
advisors' fees and expenses. The Company said it does not expect
that there will be any proceeds available for distribution to
shareholders.
DISH NETWORK: Fitch Puts 'BB-' IDR on Watch Negative
----------------------------------------------------
Fitch Ratings has placed the 'BB-' Issuer Default Rating (IDR)
assigned to DISH Network Corporation (DISH) and its wholly owned
subsidiary, DISH DBS Corporation (DDBS), on Rating Watch Negative.
Fitch also has placed DDBS' senior unsecured issue ratings on
Rating Watch Negative. DISH had approximately $13.8 billion of debt
outstanding at June 30, 2015.
The Negative Watch reflects the uncertainty surrounding DISH's
funding strategy and potential negative effect on DISH's credit
profile arising from the announcement that the FCC voted to deny
$3.3 billion in bidding credits previously awarded to DISH's
bidding entities in the Advanced Wireless Services 3 (AWS-3)
auction. DISH's cash and marketable securities (current portion)
totalled approximately $1.1 billion at June 30, 2015, which
provides limited flexibility to fund the payment and maintain the
company's stated $1 billion minimum cash requirement.
Fitch will resolve the Rating Watch when there is clarity around
several factors, including the articulation of DISH's funding
strategy, the timing of the payout, and the potential for any
subsequent litigation by the designated entities. Fitch believes a
negative rating action will likely coincide with the company's
decision to fund the payment with incremental debt and increase
consolidated leverage higher than 5x without a clear strategy to
de-lever its balance sheet within a 12 month to 18 month rating
horizon. Potential negative rating action is expected to be limited
to one notch. Additional scenarios that may have a potential rating
impact will be evaluated as they are disclosed.
KEY RATING DRIVERS
Wireless Strategy Poses Event Risk: The current ratings encompass
the lack of visibility into DISH's wireless strategy, and the
potential capital requirements and execution risk associated with
that strategy. Fitch acknowledges the significant asset value and
strategic optionality associated with DISH's investment in wireless
spectrum. However, in Fitch's view, DISH would need to meaningfully
differentiate its wireless services in order for the strategy to
successfully diversify its revenues, and to provide for potential
cash flow growth. An offering similar to other wireless operators'
services would likely struggle to gain traction, given the maturing
wireless market and entrenched national operators. Fitch notes that
the terms of its wireless spectrum assets require the company to
build out a portion of the spectrum coverage area, which can
pressure the company's credit profile.
DISH's efforts to transform though various wireless initiatives
remain in a development stage. The company's strategy has
experienced numerous set-backs as the company endeavors to engage
another wireless carrier seeking a partnership, acquisition or
network-sharing agreement. Event risks remain elevated as the
company contemplates additional acquisitions of spectrum or assets
to support the wireless strategy. The strategic importance of a
wireless broadband service option has not diminished and, as such,
Fitch expects DISH will likely continue its efforts to engage an
existing national wireless service provider.
Total debt outstanding was approximately $13.8 billion as of June
30, 2015. DISH's leverage totaled 4.6x for the latest 12 month
(LTM) period ended June 30, 2015, a decrease from 4.9x and 4.8x at
year-end 2014 and 2013, respectively. The cash proceeds from the
company's incremental debt issuances have largely remained on its
balance sheet, and supported DISH's wireless spectrum purchase in
first-quarter 2015.
Ratings Reflect Weak Trends: Fitch believes the company's overall
credit profile has limited capacity to accommodate DISH's
inconsistent operating performance as the company struggles to
transform its branding strategy from a value-oriented service
provider to a technology-focused provider targeting high-value
subscribers. While subscriber metrics remain weak, average revenue
per user (ARPU) has benefited from programming cost increases,
higher hardware-related revenue and increased advertising revenue.
ARPU increased 4.3% for the first six months of 2015 versus the
prior period.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for DISH include
nominal overall revenue growth generated by slower subscriber and
ARPU growth. EBITDA margins in 2015 and 2016 are expected to
decline slightly from the 20.1% recorded in 2014, assuming that
higher programming costs are offset somewhat by SG&A cost
containment efforts.
RATING SENSITIVITIES
Fitch believes the Rating Watch will be resolved when the company
articulates a plan related to the $3.3 billion bidding credit
payment.
Fitch believes a negative rating action will likely coincide with
the company's decision to fund the payment with incremental debt
and thus increasing consolidated leverage higher than 5x without a
clear strategy to de-lever its balance sheet to below 5.0x within a
12 month to 18 month horizon. Potential negative rating action is
expected to be limited to one notch.
LIQUIDITY
The company's current liquidity position is adequate for its
ongoing operations. Overall, the company's liquidity position and
financial flexibility is supported by expected free cash flow (FCF)
generation. The company also benefits from a reasonable maturity
schedule, as 37% of the company's outstanding debt is scheduled to
mature through 2019 but no more than approximately 10% in any one
year. In 2016, $1.5 billion matures.
DISH had a total of approximately $1.1 billion of cash and
marketable securities (current portion) as of June 30, 2015. The
majority of DISH's consolidated cash and marketable securities
balances were held at DISH. The company's stated minimum cash
requirement of $1 billion and FCF generation mitigate the risk
caused by the lack of a revolving credit facility.
DISH's FCF (defined as cash flow from continuing operations less
capital expenditures and dividends) generation rose approximately
73% as of the LTM period ended June 30, 2015 to $1.6 billion when
compared to the same period during 2014. DISH's capital intensity
remained relatively stable in the 8% to 9% range in 2014. Capital
expenditures will continue to focus on subscriber retention and
capitalized subscriber premises equipment.
FULL LIST OF RATING ACTIONS
Fitch has placed the following ratings on Rating Watch Negative:
DISH Network Corporation
-- IDR at 'BB-'.
DISH DBS Corporation
-- IDR at 'BB-';
-- Senior unsecured notes at 'BB-/RR4'.
DRD TECHNOLOGIES: Gets Additional Loan from ServisFirst Bank
------------------------------------------------------------
DRD Technologies Inc. received court approval to get an additional
$9,000 loan from ServisFirst Bank.
U.S. Bankruptcy Clifton Jessup, Jr. gave approval to the loan,
which the company will use to pay the fees of Waller Lansden Dortch
and Davis.
DRD Technologies hired Waller Lansden to file a patent on an off
grid communication product it owns known as NexField. ServisFirst
Bank, the company's pre-bankruptcy lender, will get security
interest in the patent in return for the additional loan.
As of May 19, 2015, DRD Technologies owes the bank more than $3.26
million, court filings show.
About DRD Technologies
Huntsville, Alabama-based logistics provider DRD Technologies,
Inc. sought Chapter 11 protection (Bankr. N.D. Ala. Case No.
15-81366) on May 19, 2015, to halt efforts by creditor ServisFirst
Bank to appoint a receiver.
The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC,
as counsel.
The Debtor disclosed $205,849,965 in assets and $4,289,268 in
liabilities as of the Chapter 11 filing.
DRD TECHNOLOGIES: Taps Riparian Partners as Financial Advisor
-------------------------------------------------------------
DRD Technologies Inc. asks the U.S. Bankruptcy Court for the
Northern District of Alabama for permission to employ Riparian
Partners LLC as financial advisor and investment banker in its
case, specifically regarding the marketing and potential sale of
all or substantially all of the assets of the estate.
The services from Riparian include primarily these:
a) evaluate of creditor and shareholder needs/objectives;
b) advise on market valuations, drivers and opportunities;
c) identify liquidity options;
d) identify and engage with strategic and financial investors,
manage sell side competitive limited auction process; and
e) evaluate tax, legal and operational considerations.
The firm will be compensated 20% commission on the sale of the
assets. The Debtor says the firm has not received a retainer.
The Debtor assures the Court that the firm does not hold or
represent interest adverse to the Debtor and its estate, and is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
About DRD Technologies
Huntsville, Alabama-based logistics provider DRD Technologies,
Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No.
15-81366) on May 19, 2015, to halt efforts by creditor ServisFirst
Bank to appoint a receiver.
The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC,
as counsel.
The Debtor disclosed $205,849,965 in assets and $4,289,268 in
liabilities as of the Chapter 11 filing.
ECO SERVICES: S&P Affirms 'B' CCR & Revises Outlook to Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Eco
Services Operations LLC, including its 'B' corporate credit rating,
and revised the rating outlook to developing from stable.
"We revised the outlook to developing to reflect several
uncertainties related to the proposed combination of the companies,
including the absence of details regarding the new capital
structure," said Standard & Poor's credit analyst Brian Garcia.
In addition, the transaction is subject to regulatory approval.
S&P believes that the company's credit quality could benefit if the
capital structure and financial policy support a financial risk
profile stronger than S&P's current "highly leveraged" designation.
On the other hand, if the combination strains liquidity or weakens
the financial risk profile, S&P could consider lowering the
rating.
The developing outlook on Eco Services Operations LLC indicates
that S&P could raise, lower, or affirm the ratings, depending on
S&P's view of the company's creditworthiness following its
combination with PQ Corp. If S&P concludes that Eco Services
Operations' creditworthiness is unchanged after the combination, or
if the transaction does not close, S&P will likely return the
outlook to stable.
S&P could consider a positive rating action if it concluded that
Eco Services Operations' creditworthiness would improve as a result
of the combination. This could happen if S&P determined that the
combined company's creditworthiness is stronger than S&P's current
assessment of Eco Services Operations, possibly due to a stronger
business risk profile or an improved financial risk profile.
S&P could consider a negative rating action if it concluded that
Eco Services Operations' creditworthiness would worsen as a result
of the companies' combination. This could happen if S&P determined
that the combined company's creditworthiness is weaker than that of
Eco Services Operations, possibly due to higher leverage or
constrained liquidity.
EL PASO CHILDREN'S: Patient Care Ombudsman Hires Greenberg Traurig
------------------------------------------------------------------
Suzanne Koenig, the patient care ombudsman appointed in the Chapter
11 case of El Paso Children's Hospital Corporation dba El Paso
Children's Hospital, asks the U.S. Bankruptcy Court for the Western
District of Texas for permission to employ Greenberg Traurig LLP as
his counsel nunc pro tunc Aug. 10, 2015.
The firm will:
a) represent the Ombudsman in any proceeding or hearing in the
Bankruptcy Court, and in any action in other courts where the
rights of the patients may be litigated or affected as a result of
the Case, as necessary;
b) advise the Ombudsman concerning the requirements of the
Bankruptcy Code and Bankruptcy Rules and the requirements of the
Office of the United States Trustee relating to the discharge of
her duties under section 333 of the Bankruptcy Code;
c) advise and represent the Ombudsman concerning any potential
health law related issues;
d) review the Ombudsman's reports for confidentiality and
other disclosure related issues; and
e) perform such other legal services as may be required under
the circumstances of the Case in accordance with the Ombudsman's
powers and duties as set forth in the Bankruptcy Code, including
assisting the Ombudsman with reports to the Court, fee applications
or other matters, as necessary.
Greenberg Traurig has advised the Ombudsman that its hourly rates
are in these ranges:
Professional Rate Per Hour
------------ -------------
Shareholders $350-$1,100
Of Counsel $250-$900
Associates $270-$720
Legal Assistants/Paralegals $115-$320
Additionally, the firm has advised the Ombudsman that the current
hourly rates applicable to the principal attorneys and paralegals
proposed to represent the Ombudsman are:
Professional Designation Rate Per Hour
------------ ----------- -------------
Nancy Peterman Shareholder $850
Bryan Elwood Of Counsel $640
Carla Greenberg Paralegal $150
The Ombudsman assures the Court that the firm does not hold any
interest adverse to the Debtor and its estate, and is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Nancy Peterman, Esq.
Greenberg Traurig LLP
77 West Wacker Drive, Suite 3100
Chicago, IL 60601
Direct: 312.456.8410
Tel: 312.456.8400
Fax: 312.456.8435
Email: petermann@gtlaw.com
- and -
Bryan Elwood, Esq.
Greenberg Traurig LLP
2200 Ross Avenue, Suite 5200
Dallas, TX 75201
Direct: 214.665.3641
Direct Fax: 214.665.5941
Tel: 214.665.3600
Fax: 214.665.3601
Email: elwoodb@gtlaw.com
About El Paso Children's Hospital
El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital in
the El Paso region. The hospital opened its doors in February
2012, features 122 private pediatric rooms, and is located at the
campus of El Paso County Hospital District dba University Medical
Center of El Paso.
The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
15-30784) on May 19, 2015. The case is assigned to Judge H.
Christopher Mott, following disputes with UMC. The Debtor tapped
Jackson Walker LLP as counsel.
Suzanne Koenig has been appointed as patient care ombudsman.
F-SQUARED INVESTMENT: Auction Rules OK'd; Sale Hearing Aug. 25
--------------------------------------------------------------
F-Squared Investment Management, LLC, et al., sought and obtained
from Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court
for the District of Delaware approval of bidding procedures for the
sale of substantially all of the Debtors' assets.
The Bidding Procedures contain, among others, the following terms:
(a) The deadline for submitting bids for the Purchased Assets
is August 18, 2015 at 5:00 p.m.
(b) If one or more Qualified Bids are timely received by the
Debtors in accordance with the Bidding Procedures, the Auction will
take place on August 19, 2015 at 10:00 a.m.
(c) At any Auction, the minimum initial overbid must be at
least the equivalent of $600,000 over the Closing Payment. The
Initial Overbid of $100,000, plus the Break-Up Fee of $250,000,
plus the Expense Reimbursement of $250,000, must be in cash
increments of at least $100,000 greater than the Initial Overbid
and any subsequent Overbid.
(d) The Sale Hearing will be held on Aug. 25, 2015 at 10:00
a.m.
(e) Objections to the sale of the Purchased Assets, or the
relief requested in the Sale Motion must be made on or before 4:00
p.m. on August 18, 2015.
Objection Filed
Compass Capital Management (US), LLC, through counsel Justin R.
Alberto, Esq., at Bayard P.A., in Wilmington, Delaware, said that
while it does not oppose the Bidding Procedures Motion, it reserves
its right to establish that persons who and entities that may
purport to have licensed certain property to the Debtors lacked
legal ability to have done so.
Mr. Alberto says that the Debtors' primary business is selling and
marketing its so-called AlphaSector products, which use a
quantitative model to generate buy and sell signals, which model
appears to be licensed from others. He further says that those
signals are extremely unusual. Mr. Alberto relates that Compass
developed and owns a model, which uses very complex algorithms to
signal overbought or oversold securities, and which are exactly the
same extremely unusual criteria that the Debtors' model appears to
use. Mr. Alberto says that persons or entities misappropriated
Compass' model and, through a series of transfers not yet
ascertained by Compass, licensed use of that property to the
Debtors. He further says that if and when Compass prevails in
establishing the chain of misappropriation and invalidates any of
the intervening transfers, key licenses that the Debtors would
assign in these chapter 11 cases will have no value.
Counsel to the Debtors, Zachary I. Shapiro, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, responded that the
allegations made by Compass are unfounded for the following
reasons:
(1) Compass' concerns relate to a specific license that the
Debtors have not used in two years, has been terminated, is an
excluded contract under the Stalking Horse Agreement and is not
being assumed and assigned to Broadmeadow (i.e., the stalking horse
purchaser) or any competing bidder as part of the Sale.
(2) The Debtors never had custody or even access to the
algorithm that Compass suggests was misappropriated by the Third
Party Licensor. Thus, any concern that the Debtors are seeking to
sell that algorithm is baseless.
(3) It is the Debtors' own algorithms -- algorithms that took
the Debtors years to develop and implement so that they could stop
using the product of the Third Party Licensor -- that they are
seeking to sell as part of the Sale. Therefore, contrary to
Compass' statements in the Response, the license at issue, which
the Debtors have not used in years and, in fact, has been
terminated, is far from a "key executory contract of the Debtors".
Mr. Shapiro concludes that whatever concerns Compass may have
relating to the Sale are simply misplaced.
F-Squared Investment Management, LLC, et. al., are represented by:
Russel C. Silberglied, Esq.
Michael J. Merchant, Esq.
Zachary I. Shapiro, Esq.
Amanda R. Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 N. King Street
Wilmington, Delaware 19801
Telephone: (302)651-7700
Facsimile: (302)651-7701
Email: silberglied@rlf.com
merchant@rlf.com
shapiro@rlf.com
steele@rlf.com
Compass Capital Management is represented by:
Charlene D. Davis, Esq.
Justin R. Alberto, Esq.
BAYARD, P.A.
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
Telephone: (302) 655-5000
Facsimile: (302) 658-6395
E-mail: cdavis@bayardlaw.com
jalberto@bayardlaw.com
- and -
Frederick D. Holden, Jr.
ORRICK, HERRINGTON & SUTCLIFFE LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
Telephone: (415) 773-5985
Facsimile: (415) 773-5759
E-mail: fholden@orrick.com
About F-Squared Investment Management
Headquartered in Wellesley, MA, F-Squared Investments, Inc. --
http://www.f-squaredinvestments.com-- is a privately owned
investment manager. The firm primarily provides its services to
other investment advisers. It also caters to individuals, high net
worth individuals, and pension and profit sharing plans. The firm
provides index management services. It manages separate
client-focused equity, fixed income, and multi-asset portfolios.
The firm invests in the public equity, fixed income, and
alternative investment markets across the globe. It makes all its
investments through exchange-traded funds. The firm invests in
small-cap stocks of companies across diversified sectors.
F-Squared Investment Management, LLC and eight of its affiliates
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
15-11469) on July 8, 2015. The petition was signed by Laura Dagan
as president and chief executive officer. The cases are assigned
to Laurie Selber Silverstein.
Richards, Layton & Finger, P.A. serves as the Debtors' counsel.
Gennari Aronson, LLP represents the Debtors as special corporate
counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and
Managed Account Services, LLC act as the Debtors' financial
advisors and investment bankers. Stillwater Advisory Group LLC is
the Debtors' crisis managers and restructuring advisors. BMC
Group, Inc. acts as the Debtors' claims and noticing agent.
F-SQUARED INVESTMENT: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
F-Squared Investment Management LLC and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the District of Delaware their
schedules of assets and liabilities, and statements of financial
affairs, disclosing:
Name of Schedule Assets Liabilities
---------------- ------------ -----------
A. Real Property
B. Personal Property $171,780,927
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims
E. Creditors Holding
Unsecured Priority
Claims
F. Creditors Holding
Unsecured Non-priority
Claims $225,978,724
----------- ------------
TOTAL $171,780,927 $225,978,724
A full-text copy of the Debtor's schedules and statements is
available for free at http://is.gd/Z92HiB
About F-Squared Investment
Headquartered in Wellesley, MA, F-Squared Investments, Inc. --
http://www.f-squaredinvestments.com-- is a privately owned
investment manager. The firm primarily provides its services to
other investment advisers. It also caters to individuals, high net
worth individuals, and pension and profit sharing plans. The firm
provides index management services. It manages
separateclient-focused equity, fixed income, and multi-asset
portfolios. The firm invests in the public equity, fixed income,
and alternative investment markets across the globe. It makes all
its investments through exchange-traded funds. The firm invests in
small-cap stocks of companies across diversified sectors.
F-Squared Investment Management, LLC and eight of its affiliates
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
15-11469) on July 8, 2015. The petition was signed by Laura Dagan
as president and chief executive officer. The cases are assigned
to Laurie Selber Silverstein.
Richards, Layton & Finger, P.A. serves as the Debtors' counsel.
Gennari Aronson, LLP represents the Debtors as special corporate
counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and
Managed Account Services, LLC act as the Debtors' financial
advisors and investment bankers. Stillwater Advisory Group LLC is
the Debtors' crisis managers and restructuring advisors. BMC
Group, Inc. acts as the Debtors' claims and noticing agent.
GRAFTECH INT'L: Moody's Confirms 'Ba3' CFR, Outlook Negative
------------------------------------------------------------
Moody's Investors Service confirmed all long-term ratings for
GrafTech International Ltd., including the Ba3 Corporate Family
Rating. These actions conclude the review for possible downgrade
initiated on April 30, 2015. The rating outlook is negative.
"While we expect continued weakening in the graphite electrode
industry at least through year-end, GrafTech is better positioned
under Brookfield's ownership with a substantial improvement in
effective liquidity, a reduction in balance sheet debt by more than
25%, and resolution of the ongoing proxy fight with the Milikowsky
Group," said Ben Nelson, Moody's Vice President and lead analyst
for GrafTech International, Ltd.
Actions:
Issuer: GrafTech International Ltd.
Corporate Family Rating, Confirmed at Ba3;
Probability of Default Rating, Confirmed at Ba3-PD;
Senior Secured Credit Facilities, Confirmed at Ba2 (LGD2);
Senior Unsecured Notes, Confirmed at B1 (LGD5);
Speculative Grade Liquidity Rating, Affirmed SGL-3;
Outlook, Changed To Negative From Rating Under Review.
RATINGS RATIONALE
The Ba3 CFR is constrained primarily by the challenges of trying to
navigate an extended cyclical trough in the graphite electrode
industry with a leveraged balance sheet. GrafTech is highly
reliant on graphite electrodes for the majority of its earnings and
cash flow. Credit metrics are weak for the rating category,
including pro forma adjusted financial leverage in the mid 4 times
(Debt/EBITDA) for the twelve months ended June 30, 2015, pro forma
for the repayment of the subordinated notes. The rating benefits
from the company's leading market positions within the graphite
electrode industry, solid mid-cycle profit margins, partial
back-integration, geographic and operational diversity, and good
liquidity.
Moody's views the transaction, by which GrafTech will become a
wholly-owned subsidiary of an affiliate of Brookfield Capital
Partners Ltd., as a credit-positive development because it
eliminates refinancing risk associated with near-term debt
maturities, reduces balance sheet debt, and eliminates strategic
uncertainty from an ongoing proxy contest. GrafTech's $200 million
Senior Subordinated Notes due 2015 have been redeemed with the
proceeds of Brookfield's investment and drawings on existing senior
secured credit facilities, which resulted in reduction of balance
sheet debt by $150 million. An equity investment of nearly $1
billion also demonstrates Brookfield's commitment. The convertible
preferred stock, which Moody's viewed as having debt
characteristics, has also been canceled concurrent with
Brookfield's assumption of full control. GrafTech has also
improved its liquidity position by amending its credit agreement in
early August 2015, including loosening its financial maintenance
covenants.
However, Moody's continues to expect that financial performance
will weaken in the second half of 2015. The supply/demand balance
of the graphite electrode industry remains disadvantageous despite
capacity reductions by multiple industry participants. Iron ore
pricing has fallen more significantly than scrap steel pricing,
which worsens the competitive position of electric arc furnaces
where graphite electrodes are used, compared to blast furnaces,
which do not use electrodes. Moody's expects that the global iron
ore market will remain considerably oversupplied with risk to the
downside on iron ore pricing. Recent currency movements will also
be unhelpful, as a continuing devaluation of the Yuan would have a
negative impact on GrafTech's financial performance.
The SGL-3 reflects adequate liquidity to support operations for at
least the next four quarters. The company has a $375 million
revolving credit facility with about $60 million of drawings on a
pro forma basis for the announced transactions. Moody's expects
that the company will maintain at least $300 million of available
liquidity after considering the impact of covenant restrictions.
The credit agreement contains two financial maintenance covenants:
senior secured leverage ratio and interest coverage ratio. While
outside the boundaries of the SGL rating, tightening covenants
could become a meaningful constraint if operating performance does
not start improving by early 2017.
The negative outlook reflects weak credit metrics for the rating
and an uncertain outlook for the graphite electrode industry.
Moody's could downgrade the rating with expectations for leverage
above 5 times, sustained negative free cash flow, or tightening in
effective liquidity below $250 million. Moody's could upgrade the
rating with expectations for leverage sustained below 4 times on a
through-the-cycle basis and liquidity sustained above $350
million.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
GREGORY & PARKER: McClaim Summary Judgment Bid vs. Parkers Denied
-----------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division denied the
motion for summary judgment filed by defendant Conan McClain in an
adversary proceeding initiated by William Parker, Jr. and Diana
Lynne Parker.
The Parkers initiated the adversary proceeding against McClain,
asserting causes of action for: (a) fraudulent transfers under the
North Carolina Uniform Fraudulent Transfer Act; (b) breach of
fiduciary duty; (c) constructive fraud; (d) fraud; (e) negligent
misrepresentation; (f) negligence; (g) conversion; (h) unfair or
deceptive trade practices; (i) disallowance of claim; (j) setoff;
and (k) equitable subordination.
Judge Humrickhouse held that genuine issues of material fact exist
as to the Parkers' claims for breach of fiduciary duty,
constructive fraud, fraud, negligent misrepresentation, negligence,
conversion, unfair or deceptive trade practices, disallowance of
claim, setoff and equitable subordination, and denied summary
judgment as to these claims. She further held that genuine issues
of material fact likewise exist as to the Parkers' claim for
fraudulent transfers, and with the exception of the 2007 transfers
that are barred by the statute of limitations, summary judgment is
denied on this claim.
The case is IN RE: WILLIAM D. PARKER, JR. and DIANA LYNNE PARKER,
Debtors. WILLIAM D. PARKER, JR. and DIANA LYNNE PARKER, Plaintiffs,
v. CONAN R. McCLAIN, Defendant, Case No. 12-03128-8-SWH, Adversary
Proceeding No. 13-00055-8-SWH-AP.
A full-text copy of Judge Humrickhouse's Order Regarding Motion For
Summary Judgment dated August 10, 2015, is available at
http://is.gd/pDCnx3from Leagle.com
About Gregory & Parker
Gregory & Parker Inc. owned Seaboard Station, a retail center near
William Peace University at the northern fringe of downtown
Raleigh, North Carolina. Gregory & Parker filed a Chapter 11
petition Feb. 22, 2012 (Bankr. E.D.N.C. Case No. 12-01382).
Richard D. Sparkman, Esq., at Richard D. Sparkman & Assoc., P.A.,
represents the Debtor. Gregory & Parker estimated assets of
between $100,000 and $500,000, and debts of between $10 million
and $50 million.
Gregory & Parker, Inc.'s case has been procedurally consolidated
with the case of Gregory & Parker-Seaboard, LLC, Case No.
12-01383-8-SWH, which also sought Chapter 11 relief on Feb. 22,
2012. Seaboard LLC estimated under $50,000 in assets, and between
$10 million and $50 million in debts.
William Douglas Parker, Jr., the Debtors' president, and his wife,
Diana Lynne Parker, the Debtors' corporate secretary, filed their
own bankruptcy case on April 25, 2012.
Bankruptcy Judge Stephani W. Humrickhouse presides over the cases.
Plans of reorganization were filed in the Debtors' cases and in
the Parkers case in November 2012.
In May 2013, Regions Bank and Georgia Capital, LLC -- the largest
secured creditors of the Debtors -- failed to convince the
Bankruptcy Court to dismiss or convert the cases to Chapter 7.
As reported in the TCR on Aug. 8, 2013, Gregory & Parker, Inc., on
Aug. 2 won Bankruptcy Court approval to sell the Seaboard Station
shopping and restaurant center to William Peace University for
$20.75 million.
Seaboard is Gregory & Parker's largest asset, and the sale marks a
significant step in resolving the Company's $19 million-plus
liabilities. The sale entails $663,000 in brokerage commissions
to Capital Associates Management LLC, according to court
documents.
HILO HATTIE: $5.1M Sale of Flagship Store Lease to Landlord OK'd
----------------------------------------------------------------
Andrew Gomes at Star Advertiser reports that U.S. Bankruptcy Court
Judge Robert Faris has confirmed a $5.1 million deal for Honolulu
Ltd., the landlord of the flagship Hilo Hattie store lease, to buy
back the lease.
Star Advertiser relates that under terms of the sale, Honolulu Ltd.
will pay Hilo Hattie about $4.1 million, while another $1 million
will go towards unpaid rent the Company owes the landlord. The
report explains that the landlord is owed $2.5 million in back
rent, and is foregoing $1.5 million of that debt.
It is expected that about $3 million will be available to creditors
after closing costs, administrative fees and moving expenses are
paid out of proceeds, Star Advertiser states, citing Jim Wagner,
Esq., the attorney for the Company.
According to Star Advertiser, Mr. Wagner said the Company will move
out of at least most of the Iwilei space before the end of the
year.
The Company is expected to file by Sept. 19, 2015, a plan for
settling debts and continuing in business, Star Advertiser
reports.
Hilo Hattie is a retailer in Hawaii.
As reported by the Troubled Company Reporter on Feb. 23, 2015, Katy
Stech, writing for The Wall Street Journal, reported that
Hawaii's Hilo Hattie stores filed for bankruptcy on Feb. 19, 2015.
According to the report, the struggling chain, which recently
closed three of its seven stores, filed for bankruptcy protection
with $2.2 million worth of inventory. In documents filed in U.S.
Bankruptcy Court in Honolulu, Chief Operating Officer Mark Storfer
blamed the company's problems on slow sales, the Journal said.
According to Andrew Gomes at Star Advertiser, the retailer, which
also has stores at Ala Moana Center and on Maui and Kauai, listed
$8.1 million in assets and $13.2 million in debts in its bankruptcy
filing.
INDEPENDENCE TAX IV: Reports $4.8-Mil. Net Income for Fiscal Q1
---------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4.87 million on $510,881 of total revenues for the
three months ended June 30, 2015, compared to a net loss of
$122,908 on $515,657 of total revenues for the same period during
the prior year.
As of June 30, 2015, the Partnership had $2.72 million in total
assets, $8.23 million in total liabilities and total partners'
deficit of $5.5 million.
At June 30, 2015, the Partnership's liabilities exceeded assets by
$5,507,434. This factor raises substantial doubt about the
Partnership's ability to continue as a going concern. Partnership
management fees of approximately $431,300 will be payable out of
sales or refinancing proceeds only to the extent of available funds
after payments on all other Partnership liabilities have been made
other than those owed to the General Partner and its affiliates.
As such, the General Partner cannot demand payment of these
deferred fees beyond the Partnership's ability to pay them.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/znA1It
About Independence Tax IV
New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb. 22, 1995.
On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership. The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors. The Offering was terminated on May 22, 1996.
The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.
The Partnership is currently in the process of developing a plan
to dispose of all of its investments. It is anticipated that this
process will take a number of years.
Independence Tax Credit Plus L.P. IV reported a net loss of $2.71
million on $3.6 million of total revenues for the fiscal year
ended March 31, 2014, compared to a net loss of $967,365 on $3.45
million of total revenues for the year ended March 31, 2013.
INFOGROUP INC: Moody's Assigns B3 Rating to First Lien Loans
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Infogroup, Inc.'s
$37.25 million incremental first lien revolving credit facility due
2017 and a B3 rating to its $37.25 million delayed draw first lien
term loan due 2018. At the same time, the company's B3 corporate
family rating and Caa1-PD probability of default rating were
affirmed. The rating outlook is stable.
Infogroup has amended its existing first lien credit agreement,
putting in place a $37.25 million incremental revolving credit
facility due November 26, 2017 and a $37.25 million delayed draw
term loan due May 26, 2018, while at the same time terminating its
existing $45 million revolving credit facility due 2016. The
delayed draw term loan was established in support of the new
revolver, such that at maturity of the revolver (November 26, 2017)
or in an event of a covenant breach, revolver borrowings (to the
extent there are any outstanding) would be assumed by the loan.
The delayed draw term loan would be available for further
borrowings in the amount of its unutilized capacity until it
matures on May 26, 2018. The terms of the new facilities,
including financial covenants, remain consistent with the terms of
the existing credit agreement.
The transaction improves the company's liquidity profile by
extending the revolver maturity by a year and a half to November
2017, and by providing further cushion through the backstop support
of the delayed draw term loan until May 2018.
These rating actions were taken:
$37.25 million first lien revolving credit facility due
11/26/2017, assigned a B3 (LGD3);
$37.25 million first lien delayed draw term loan due 5/26/2018,
assigned a B3 (LGD3);
$260 million first lien senior secured term loan due 5/26/2018,
affirmed at a B3 (LGD3);
Corporate family rating, affirmed at B3;
Probability of default rating, affirmed at Caa1-PD;
$45 million first lien senior secured revolving credit facility
due 2016, B3 (LGD3) withdrawn upon termination;
The rating outlook is stable.
RATINGS RATIONALE
Infogroup's B3 corporate family rating reflects its high, albeit
improving, financial leverage, thin operating margins, low interest
coverage, relatively small size and scale compared to companies in
the business and consumer services industry, and limited free cash
flow generation. The rating also reflects the company's exposure
to cyclical trends in marketing expenditures and a rapidly evolving
competitive environment. Notwithstanding these concerns, the
rating is supported by recurring subscription-based revenues, broad
proprietary business and consumer database capabilities, and
real-time data marketing solutions. The ratings also derive
support from the company's improving revenue trends across all of
its business segments, improvements in attrition rates, and our
expectations for continued modest revenue growth through new
business wins, improved customer retention and investments made in
real time data and SaaS-based technology solutions, leading to
higher earnings generation and gradual deleveraging.
The B3 rating on the first lien term loans and revolving credit
facility reflects the preponderance of this class of debt in the
company's capital structure.
Infogroup has an adequate liquidity position, supported by the
extension of its revolving credit facility maturity to 2017 and
further to 2018 through the delayed draw term loan, a $14 million
cash balance at June 30, 2015, and available capacity under the new
facility. However, liquidity is constrained by limited free cash
flow generation given high capital expenditures, and by the need to
maintain compliance with financial maintenance covenants in the
credit agreement.
The stable outlook reflects our view that the company will continue
to demonstrate modest revenue and earnings growth and gradual
improvement in leverage, interest coverage and other credit
metrics. The outlook also reflects our expectations that the
company will maintain adequate liquidity.
The ratings could be considered for a downgrade should the
company's revenues and earnings decline on a year-over-year basis,
or if adjusted debt to EBITDA does not consistently trend towards
6.0x over the next 12 to 18 months. A weakening in liquidity could
also result in negative rating pressure.
The ratings could be considered for an upgrade if the company grows
its revenues and expands scale, generates consistent positive free
cash flows, and reduces debt to EBITDA below 5.0x through a
combination of earnings growth and debt repayments.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.
Infogroup Inc., headquartered in Omaha, Nebraska, is a provider of
proprietary business and consumer data and multi-channel marketing
solutions to enterprise and SMB customers. The company helps its
clients to identify potential customers and to retain existing
customers through a wide range of traditional and digital marketing
solutions including email, data processing, digital display, data
and database services. Infogroup is privately owned by CCMP
Capital Advisors, LLC and its affiliates. In the LTM period ending
June 30, 2015, the company generated approximately $294 million in
revenues.
KU6 MEDIA: Receives Noncompliance Notice From NASDAQ
----------------------------------------------------
Ku6 Media Co., Ltd. received a letter from The NASDAQ Stock Market
notifying it that for the prior 30 consecutive business days, the
Company's listed securities failed to maintain a minimum market
value of US$50,000,000, and the Company's publicly held securities
failed to maintain a minimum market value of $15,000,000,
respectively. Consequently, deficiencies exist with regard to the
requirements for continued listing pursuant to NASDAQ Listing Rule
5450(b)(2)(A) and NASDAQ Listing Rule 5450(b)(2)(C).
NASDAQ further stated that in accordance with NASDAQ Listing Rules
5810(c)(3)(C) and 5810(c)(3)(D), the Company will be provided 180
calendar days, or until Feb. 9, 2016, to regain compliance with the
MVLS Rule and the MVPHS Rule. NASDAQ will deem the Company to have
regained compliance under the MVLS Rule if at any time before Feb.
9, 2016, the market value of the Company's listed securities closes
at US$50,000,000 or more for a minimum of ten consecutive business
days. NASDAQ will deem the Company to have regained compliance
under the MVPHS Rule if at any time before Feb. 9, 2016, the market
value of the Company's publicly held securities closes at
US$15,000,000 or more for a minimum of ten consecutive business
days.
These notifications do not impact the listing and trading of the
Company's securities at this time. However, the NASDAQ letters
also state that, if the Company does not regain compliance with the
MVLS Rule or the MVPHS Rule by Feb. 9, 2016, the Company will
receive written notification from NASDAQ that the Company's
securities are subject to delisting. The Company is reviewing its
options for regaining compliance with the MVLS Rule and MVPHS Rule
and for remedying other future potential non-compliances with
Nasdaq continued listing requirements, including the requirement to
maintain a minimum bid price of at least $1.00 per share. There
can be no assurance that the Company will be able to regain
compliance with the MVLS Rule, MVPHS Rule or other Nasdaq continued
listing requirements in a timely fashion.
About Ku6 Media
Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video Web site,
http://www.ku6.com/,Ku6 Media provides online video uploading and
sharing service, video reports, information and entertainment in
China.
Ku6 Media reported a net loss of $10.7 million in 2014 following a
net loss of $34.4 million in 2013.
As of March 31, 2015, the Company had US$8.6 million in total
assets, US$13.5 million in total liabilities and a US$4.9 million
total shareholders' deficit.
PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company's recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes made, or planned to be made, in respect of the
Company's business model, raise substantial doubt about the
Company's ability to continue as a going concern.
LEE STEEL: Hilco Global Acquires Steel Processing Facility
----------------------------------------------------------
Hilco Global on Aug. 18 disclosed that it has purchased the steel
processing facility located at the Lee Steel Corporation site in
Romulus, Michigan. The deal which was approved in US Bankruptcy
Court in Detroit, Michigan last week includes a 200,000 square foot
plant and all of the steel processing equipment located at that
site. The sale is expected to close in mid-September.
The acquisition of the assets at the former Lee Steel Romulus site
is a joint venture between Hilco Real Estate LLC and Hilco
Industrial LLC. "Hilco Global is planning to run an aggressive
marketing and sale process to find a buyer for this state of the
art steel processing complex following the mid-September closing"
said, Ben Nortman - EVP of Hilco Global.
Since filing for chapter 11 protection on April 13, 2015, Lee Steel
continued to operate the business during the bankruptcy process.
Huntington Bank provided debtor-in-possession financing while Huron
Consulting Group, a national turnaround firm, has been managing the
restructuring process and sale of all of the Lee Steel company
assets.
Laura Marcero, Managing Director of Huron Consulting Group and
Chief Restructuring Officer for Lee Steel Corporation said
"Unfortunately, the original owners at Lee Steel recently expanded
and invested heavily in the new Romulus facility just as the
dramatic decline in world steel demand hit that substantially
lowered commodity prices.
Steve Wolf, Managing Partner, Hilco Industrial said "This is an
impressive, state of the art steel processing facility which makes
it a very valuable asset". Lee Steel had been processing and
selling steel products since 1947, delivering a full line of
flat-rolled carbon steel products including hot rolled steel, cold
rolled steel, hot dipped galvanized steel, electro-galvanized
steel, aluminized steel, pre-painted, and exposed coated products.
Robert Perez – EVP at Hilco Real Estate indicated that the firm
plans to seek buyers for the facility as a whole or in part. "Hilco
is well suited to run a sale process that will include marketing
the entire Romulus steel processing complex, vetting and evaluating
all offers," he said. "Hilco has extensive experience in marketing
industrial real estate and machinery and equipment with asset sales
exceeding $1.4 billion worldwide in 2014."
For information regarding any of the assets of the facility, please
contact the following:
Roberto Perez – EVP, Hilco Real Estate – (847)-815-8488 –
rperez@hilcoglobal.com
Steve Wolf – Managing Partner, Hilco Industrial –616 732 1800
– swolf@hilcoglobal.com
About Hilco Global
Hilco Global -- http://www.hilcoglobal.com-- is a privately held
diversified financial services company and the world's preeminent
authority on maximizing the value of assets for both healthy and
distressed companies. Hilco Global has over 500 employees
operating within 20 specialized business units located around the
world. All of these experts focus on asset valuation, monetization
and advisory solutions. For over 30 years Hilco Global has
successfully served as an advisor, agent, investor and/or partner
in thousands of transactions.
About Lee Steel
Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.
Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April
13, 2015.
The Hon. Marci B. McIvor presides over the cases. Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.
The U.S. Trustee for Region 9 appointed three creditors to serve on
the official committee of unsecured creditors. Conway Mackenzie,
Inc. serves as its financial advisor.
M/V VIENNA EXPRESS: Court Allows Case Transfer to S.D.N.Y.
----------------------------------------------------------
Judge Robert J. Bryan of the United States District Court for the
Western District of Washington, Tacoma, granted the motion filed by
O.W. Bunker Germany to transfer the case to the Southern District
of New York.
Judge Bryan held that for the convenience of the parties and
witness, the case should be transferred to the S.D.N.Y. He further
held that the parties are and will be litigating the same and/or
similar questions in the first filed action in that forum. Judge
Byran adds that it is in the interest of justice to have the case
transferred.
The case is U.S. OIL TRADING, LLC, Plaintiff, v. M/V VIENNA
EXPRESS, her tackle, boilers, apparel, furniture, engines,
appurtenances, etc., in rem, and M/V SOFIA EXPRESS, her tackle,
boilers, apparel, furniture, engines, appurtenances, etc. in rem,
Defendants, HAPAG-LLOYD AKTIENGESELLSCHAFT, as claimant to the in
rem defendant M/V VIENNA EXPRESS, Counter-Claimant and Third-Party
Plaintiff, v. U.S. OIL TRADING, LLC, Counter-Defendant and O.W.
BUNKER GERMANY GMBH, O.W. BUNKER & TRADING A/S, ING BANK N.V.,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a division or arm of
CREDIT AGRICOLE S.A., Third-Party Defendants, Case No. 14-5982
RJB.
A full-text copy of Judge Bryan's Order on O.W. Bunker Germany
GMBH's Motion to Transfer Venue dated August 7, 2015, is available
at http://is.gd/Y5RxCVfrom Leagle.com.
U.S. Oil Trading LLC is represented by:
Jeremy Jones, Esq.
Christopher W. Nicoll, Esq.
NICOLL BLACK & FEIG PLLC
Puget Sound Plaza
1325 Fourth Ave., Ste. 1650
Seattle, WA 98101
Telephone: (206)838-7555
Facsimile: (206)838-7515
E-mail: jjones@nicollblack.com
cnicoll@nicollblack.com
- and -
Casey D Burlage, Esq.
Corey Russell Greenwald, Esq.
John R. Keough, Esq.
CLYDE & CO US LLP.
Suite 1720, 271 17th Street
Atlanta, GA 30363
Telephone: (404)410-3150
Facsimile: (404)410-3151
E-mail: casey.burlage@clydeco.us
Corey.Greenwald@clydeco.us
john.keough@clydeco.us
M/V Vienna Express and Hapag-Lloyd Aktiengesellschaft are
represented by:
Michael Fernandez, Esq.
Gina M Venezia, Esq.
Peter J Gutowski, Esq.
FREEHILL HOGAN & MAHAR LLP
80 Pine Street
New York, NY 10005-1759
Telephone: (212)425-1900
Facsimile: (212)425-1901
E-mail: fernandez@freehill.com
venezia@freehill.com
gutowski@freehill.com
- and -
Philip Raoul Lempriere, Esq.
KEESAL YOUNG & LOGAN
1301 Fifth Avenue, Suite 3300
Seattle, WA 98101
E-mail: philip.lempriere@kyl.com
O.W. Bunker & Trading A/S is represented by:
Rodney Q. Fonda, Esq.
PREG O'DONNELL & GILLETT, PLLC.
901 5th Ave., Suite 3400
Seattle, WA 98164
E-mail: rfonda@pregodonnell.com
METALICO INC: Incurs $16 Million Net Loss in Second Quarter
-----------------------------------------------------------
Metalico, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $16.05 million on $77.41 million of
revenue for the three months ended June 30, 2015, compared to net
income attributable to the Company of $299,000 on $125.86 million
of revenue for the same period during the prior year.
For the six months ended June 30, 2015, the Company reported a net
loss attributable to the Company of $26.93 million on $153.29
million of revenue compared to a net loss attributable to the
Company of $3.61 million on $244.40 million of revenue for the same
period a year ago.
As of June 30, 2015, the Company had $163.90 million in total
assets, $71.60 million in total liabilities and $92.30 million in
total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/75veTM
About Metalico
Metalico, Inc., is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products. The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.
Metalico reported a net loss attributable to the Company of $44.4
million on $476 million of revenue for the year ended Dec. 31,
2014, compared with a net loss attributable to the Company of $34.8
million on $457 million of revenue for the year ended
Dec. 31, 2013.
CohnReznick LLP, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, citing that the Company anticipates that
it will not meet the maximum Leverage Ratio covenant as prescribed
by the Financing Agreement for the quarter ended March 31, 2015,
and there can be no assurance that the Company can resolve any
noncompliance with their lenders. As a result, the Company's debt
could be declared immediately due and payable which would result in
the Company having insufficient liquidity to pay its debt
obligations and operate its business. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
MF GLOBAL: Receives Court Approval for Final Creditor Distribution
------------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of MF Global Inc.
(MFGI), on Aug. 19 received approval from the Bankruptcy Court,
Honorable Judge Martin Glenn presiding, to make a final, cumulative
95 percent distribution on all non-affiliate, non-subordinated,
allowed general unsecured creditor claims. The Trustee and the
Plan Administrator of MF Global Holdings Ltd. also received
approval for a Sale and Assumption Agreement between the two
entities.
"The liquidation of MF Global Inc. is now essentially complete,"
Mr. Giddens said. "The liquidation's outcome -- with customers and
secured creditors completely satisfied and unsecured creditors
receiving a near full recovery -- was unimaginable when the
proceeding began less than four years ago with revelations of a
massive segregation failure."
The Trustee has begun the logistical planning needed to commence
the final distribution promptly, and the Trustee expects to start
sending out checks immediately after Labor Day.
"Our extensive efforts to recover property, resolve complex claims,
and seek approval for innovative motions to allow property to be
returned more quickly were overwhelmingly successful," Mr. Giddens
continued. "This outcome demonstrates the effectiveness of the
Securities Investor Protection Act and the Bankruptcy Courts at
handling even unprecedented failures of regulated broker-dealers
and commodities firms. I appreciate the understanding of customers
and others who were subjected to uncertainty and deprived of their
property while novel and difficult issues were negotiated and
resolved in the courts following the segregation failure that led
to MFGI's collapse."
After the final unsecured creditors distribution is complete, the
Trustee will have distributed over $8.1 billion to MFGI customers
and creditors, including approximately:
-- Customer claimants - $6.9 billion to cover 100 percent of
allowed claims
-- Secured, administrative and priority general claimants - $35
million to cover 100 percent of allowed claims
-- Non-Affiliate unsecured general claimants - $219 million to
cover 95 percent of allowed claims
-- Affiliate unsecured general claimants - $905 million on their
allowed non-subordinated unsecured claims
These remarkable and unexpected results were achieved only with
cooperation and assistance by the Securities Investor Protection
Corporation, the Commodity Futures Trading Commission, several
committees of the Senate and House of Representatives, regulators
and other parties.
The results achieved do not diminish the importance of the actual
segregations failure that led to MFGI's collapse. Claims against
former officers, directors and other employees of MF Global,
including former MF Global CEO Jon Corzine, are ongoing in the
Multidistrict Litigation.
Six claims against MFGI remain unresolved, and the Trustee has
established a final unsecured claims reserve to account for those
claims. After the remaining claims are resolved, the Trustee
intends to close the MFGI estate, ending the liquidation
proceeding.
The information in this statement does not apply to any other MF
Global entity, including separate insolvency proceedings involving
the parent company, MF Global Holdings Ltd.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S. Trustee
to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy
Court entered an order approving the appointment of Louis J. Freeh,
Esq., of Freeh Group International Solutions, LLC, as Chapter 11
trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On
Dec. 27, the Court entered an order installing Mr. Freeh as Chapter
11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case. J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as
bankruptcy counsel. The Garden City Group, Inc., serves as claims
and noticing agent. The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained Capstone
Advisory Group LLC as financial advisor, while lawyers at Proskauer
Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from the
plan. As a consequence of a settlement with JPMorgan, supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%. Bank lenders will have the same
recovery on their $1.174 billion claim against the holding company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19 billion in unsecured claims
against the finance subsidiary, one of the companies under the
umbrella of the holding company trustee. Previously, the predicted
recovery was 14.7% to 34% on bank lenders' claims against the
finance subsidiary.
MOMENTIVE PERFORMANCE: Reports Financial Results for Q2 2015
------------------------------------------------------------
MPM Holdings Inc. on Aug. 14 announced results for the second
quarter ended June 30, 2015.
"We are pleased to report another quarter of year-over-year Segment
EBITDA growth and continued progress on our strategic initiatives,"
said Jack Boss, Chief Executive Officer and President. "While our
reported results continue to be negatively impacted by the
strengthening of the U.S. dollar, core trends remain stable, and on
a constant currency basis Momentive delivered 8% year-over-year
Segment EBITDA growth. In the second quarter of 2015, we continued
to execute our strategic investment plan and completed an LSR
expansion in Leverkusen and opened a new local fulfillment center
in Dubai. Going forward, we remain focused on leveraging our
strong balance sheet and liquidity to drive further growth in our
specialty businesses and optimize our cost structure despite
volatility in certain end markets."
Second Quarter 2015 Results
Net Sales. Net sales for the three months ended June 30, 2015 were
$602 million, a decrease of 5% compared with $637 in the prior year
period. The decline in net sales was primarily driven by the
strengthening of the U.S. dollar against other currencies which
more than offset volumes gains in both our silicones and quartz
segments. On a constant currency basis, net sales would have
increased 2% for the period.
Segment EBITDA. Segment EBITDA for the three months ended June 30,
2015 was $60 million, an increase of 2% compared with $59 million
in the prior year period. The increase in Segment EBITDA was
primarily driven by growth in our quartz segment and a reduction in
corporate expenses, partially offset by the strengthening of the
U.S. dollar against other currencies and mix shift within our
silicones segment. On a constant currency basis, Segment EBITDA
would have increased 8% for the period.
Fresh Start Accounting and Form S-1 Filing
Upon emergence from bankruptcy on October 24, 2014, Momentive
Performance Materials Inc. ("MPM"), an indirect wholly-owned
subsidiary of Momentive, adopted fresh start accounting which
resulted in the creation of a new entity for financial reporting
purposes. As a result of the application of fresh start
accounting, as well as the effects of implementing MPM's plan of
reorganization, the Consolidated Financial Statements on or after
October 24, 2014 of both MPM and Momentive reflected a different
basis of accounting than the Consolidated Financial Statements
prior to that date. References to "Successor" or "Successor
Company" relate to the financial position and results of operations
of the reorganized MPM and Momentive subsequent to October 24,
2014. References to "Predecessor" or "Predecessor Company" refer
to the financial position and results of operations of both MPM and
Momentive prior to October 24, 2014. As a result of the Securities
and Exchange Commission declaring Momentive's Form S-1 effective on
July 2, 2015, Momentive has decided to report its financial results
together with its operating subsidiary, MPM, for this period and
future periods. Momentive is a holding company that conducts
substantially all of its business through its subsidiaries, and its
only material asset is its indirect interest in MPM.
Liquidity and Capital Resources
At June 30, 2015, Momentive had total debt of approximately $1.2
billion, unchanged from December 31, 2014. In addition, at June
30, 2015 Momentive had approximately $380 million in liquidity,
including $169 million of unrestricted cash and cash equivalents
and $211 million of availability under its senior secured
asset-backed revolving loan facility.
Momentive expects to have adequate liquidity to fund its operations
for the foreseeable future from cash on its balance sheet, cash
flows provided by operating activities and amounts available for
borrowings under its ABL Facility.
About Momentive Performance
Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics. Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company. In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.
As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.
Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.
As of Dec. 31, 2013, the Debtors had $4.11 billion of outstanding
indebtedness, including payments due within the next 12 months and
short-term borrowings. The Debtors said that the restructuring
will eliminate $3 billion in debt.
The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis &
Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.
The Court entered an order confirming the Plan on Sept. 11, 2014.
The Official Committee of Unsecured Creditors tapped Klee, Tuchin,
Bogdanoff & Stern LLP serves as its counsel; FTI Consulting, Inc.,
as its financial advisor; and Rust Consulting Omni Bankruptcy
serves as its information agent.
Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May
25,2012, by and between Momentive Performance, and The Bank of New
York Mellon Trust Company, National Association, is represented by
Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-
Sally, Esq., at Ropes & Gray LLP.
U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of Dec. 4, 2006, among Momentive
Performance, the Guarantors named in the Indenture, and Wells Fargo
Bank, N.A. as initial trustee, governing the 11.5% Senior
Subordinated Notes due 2016 -- is represented in the case by
Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP;
and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon
Edelman Borman & Brand, LLP.
BOKF, NA -- as successor First Lien Trustee to The Bank of New York
Mellon Trust Company, N.A., as trustee under an indenture dated as
of Oct. 25, 2012, for the 8.875% First-Priority Senior Secured
Notes due 2020 issued by Momentive Performance and guaranteed by
certain of the debtors -- is represented by Michael J. Sage, Esq.,
Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP.
Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.
Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.
The Debtors' Chapter 11 plan of reorganization became effective as
of Oct. 24, 2014.
* * *
The Troubled Company Reporter, on Dec. 29, 2014, reported that
Standard & Poor's Ratings Services assigned a 'B-' corporate credit
rating to Momentive Performance Materials Inc. (MPM). The outlook
is stable. At the same time, S&P assigned a 'B' issue rating and
'2' recovery rating to the company's $1.1 billion 3.88%
first-priority senior secured notes due 2021. In addition, S&P
assigned a 'B-' issue rating and '4' recovery rating to the
company's $250 million 4.69% second-priority senior secured notes
due 2022.
The TCR, on Jan. 20, 2015, reported that Moody's Investors Service
has assigned a corporate family rating (CFR) of B3 and a
probability of default rating (PDR) of B3-PD to Momentive
Performance Materials Inc. Concurrently, Moody has assigned a B3
rating to Momentive's $1.1 billion, at 3.88%, first-lien senior
secured notes due 2021; and a Caa2 rating to Momentive's $250
million, at 4.69%, second-lien senior secured notes due 2022.
Moody's has also assigned an SGL-3 speculative grade liquidity
rating. The outlook on the ratings is stable.
MOTORS LIQUIDATION: Court Only Stays Barred Complaints
------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has entered a decision in connection
with the dispute between General Motors LLC and Elliott and Sesay
Plaintiffs with respect to the form of judgment to implement the
Court's April 15, 2015 Decision on Motion to Enforce Sale Order.
Gary Peller, Esq., counsel for the Elliott and Sesay Plaintiffs
(and an additional plaintiff, Sharon Bledsoe, a pre-petition
accident victim) (collectively, the "Peller Plaintiffs")—whose
insistence on prosecuting their complaints ahead of all of the
other plaintiffs similarly situated (and that this Court lacks the
jurisdiction to enforce its own orders) necessitated two written
opinions by this Court3—now argues that entry of judgment is
premature. He argues, effectively, that the entry of a judgment as
desired by all of the other parties in this case (and the prompt
appellate review that all of the other parties also desire) should
await the consideration of additional arguments he wishes to
present.
"Under these circumstances, there is no good reason for delaying
the entry of a judgment that all of the other parties in this case
need. Judgment will be entered now. The only fairly debatable
issue is exactly how it will be framed," Judge Gerber ruled.
In its proposed form of judgment, General Motors LLC provides for
the outright dismissal, with prejudice, of the complaints embodying
claims that continue to be barred by the Sale Order. In his
proposed form of judgment, Edward S. Weisfelner, Esq., at Brown
Rudnick, in New York, New York, argues that such complaints should
merely be stayed.
Judge Gerber held that though the matter is close -- as neither
side would be materially prejudiced by the other's approach -- the
Court believes it should provide, for the time being, for no more
than a stay. He further held that staying the actions embodying
barred claims more than satisfactorily protects New GM's legitimate
needs and concerns for now, and that if, as the Court believes, its
conclusions on the issues to be appealed were right, New GM can
then come back to the Court for full dismissals after the appellate
process has taken its course.
The case is In re MOTORS LIQUIDATION COMPANY, et al., f/k/a General
Motors Corp., et al. Chapter 11 Debtors, Case No. 09-50026(REG),
(JOINTLY ADMINISTERED).
A full-text copy of Judge Gerber's Decision Re Form of Judgment
dated August 10, 2015 is available at http://is.gd/hVBcrVfrom
Leagle.com.
General Motors LLC is represented by:
Arthur J. Steinberg, Esq.
KING & SPALDING LLP
1185 Avenue of the Americas
New York, NY 10036
Telephone: (212)556-2158
Facsimile: (212) 556-2222
E-mail: asteinberg@kslaw.com
The Economic Loss Plaintiffs are represented by:
Edward S. Weisfelner, Esq.
BROWN RUDNICK
7 Times Square
New York, NY 10036
Telephone: (212) 209-4900
Facsimile: 212) 209-4801
E-mail: eweisfelner@brownrudnick.com
- and -
Sander L. Esserman, Esq.
STUTZMAN, BROMBERG, ESSERMAN & PLIFKA, P.C.
2323 Bryan St. # 2200
Dallas, TX 75201
Telephone: (214)969-4900
The Pre-Sale Accident Victim Plaintiffs are represented by:
William P. Weintraub, Esq.
GOODWIN PROCTER, LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Telephone: (212)813-8800
Facsimile: (212)355-3333
E-mail: wweintraub@goodwinprocter.com
The Groman Plaintiffs are represented by:
Jonathan L. Flaxer, Esq.
GOLENBOCK, EISEMAN, ASSOR, BELL & PESKOE, LLP
437 MADISON AVENUE
New York, NY 10022
Telephone: (212)907-7300
E-mail: jflaxer@golenbock.com
Wilmington Trust Company, as GUC Trust Administrator, is
represented by:
Lisa H. Rubin, Esq.
GIBSON, DUNN & CRUTCHER, LLP
200 Park Avenue
New York, NY 10166-0193
Telephone: (212)351-4000
Facsimile: (212)351-4035
E-mail: lrubin@gibsondunn.com
The Participating GUC Trust Unit Trust Holders are represented by:
Deborah J. Newman, Esq.
AKIN, GUMP, STRAUSS, HAUER & FELD, LLP
One Bryant Park
Bank of America Tower
New York, NY 10036-6745
Telephone: (212)872-1000
Facsimile: (212)872-1002
E-mail: djnewman@akingump.com
About Motors Liquidation Company
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
As of March 31, 2015, Motors Liquidation had $1.01 billion in total
assets, $69.2 million in total liabilities and $945 million in net
assets in liquidation.
NN INC: Precision Engineered Deal No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's says that the announcement by NN, Inc. that it has reached
a definitive agreement to acquire Precision Engineered Products
Holdings, Inc. is viewed as a negative credit development for NN
but does not currently impact its B2 Corporate Family Rating (CFR)
nor stable rating outlook.
NN, headquartered in Johnson City, Tennessee, is a manufacturer of
metal bearing, plastic, rubber and precision metal components for
use in a variety of global end markets. Pro forma revenues during
2014 were $660 million.
OZBURN-HESSEY HOLDING: S&P Puts 'B-' CCR on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed all of
its ratings on Ozburn-Hessey Holding Co. LLC, including S&P's 'B-'
corporate credit rating, on CreditWatch with positive
implications.
"The CreditWatch placement follows Geodis' announcement that it is
planning to buy OHL for an undisclosed amount," said Standard &
Poor's credit analyst Tatiana Kleiman. "We expect that all of
OHL's outstanding debt will be repaid as part of the transaction."
The transaction is subject to the customary regulatory approvals,
and S&P expects that it will close later this year.
S&P plans to resolve the CreditWatch placement after the
transaction closes. At that time, S&P expects to withdraw all of
its ratings on the company if its rated debt is repaid as S&P
expects.
PATRIOT COAL: Dept. of Energy Objects to Restructuring Plan
-----------------------------------------------------------
Sarah Tincher at Statejournal.com reports that the West Virginia
Department of Environmental Protection filed on Aug. 10, 2015 an
objection to Patriot Coal Corporation's bankruptcy plan, saying
that it expects the Company's restructuring plan to bring harm to
West Virginia residents.
WVDEP said in the court filing that "the impact of the proposed
plan cannot be overstated. Patriot . . . denuded of its only
valuable assets and the proceeds therefrom, will be left with no
real assets with which to deal with hundreds of millions of dollars
of legal obligations to reclaim the land and treat water. As a
result, the proposed plan, if confirmed, would leave the people of
the state of West Virginia and other states in which the Debtors
operated exposed to the imminent public health and safety risks
specifically identified and addressed in two critical federal
environmental laws and their State law equivalents . . . . Since
filing the proposed plan, Patriot has discussed two different plan
concepts, both of which bear little or no resemblance to the
liquidating Chapter 11 plan on file. And, based upon WVDEP's last
conversation with Patriot management just last week, WVDEP
understands that the debtors anticipate filing an 'amended' plan
that will bear no resemblance to the plan on file."
Union Workers Rally Against Co.'s Plan to Shed Benefits
Statejournal.com relates that between 1,500 and 1,800 United Mine
Workers of America members marched up to the Company's Scott Depot,
West Virginia headquarters on Aug. 17, 2015, to protest the
Company's attempts to shed its obligations as part of the
bankruptcy process in order to pave a way to close its transaction
with Blackhawk Mining LLC.
UMWA International President Cecil E. Roberts said in a statement,
"No group of people sacrificed more to keep this company alive over
the last three years than working and retired UMWA members and
their families. They gave up wages, benefits and more so that
Patriot could continue to operate. Their thanks for that is a kick
in the teeth from Patriot's new Wall Street masters."
The Company had disclosed hours before the rally its plan to
"substantially all" of its assets and liabilities not included in
the previous agreement with Blackhawk to an affiliate of Virginia
Conservation Legacy Fund Inc.
The Company said in a statement, "The VCLF transaction just
announced today is expected to provide future job opportunities for
UMWA-affiliated employees at our Federal and Hobet mines. We
believe that our efforts in securing both the VCLF and Blackhawk
transactions represent the best possible outcome for our employees
and other stakeholders."
Incentive and Retention Plans Approved
On July 23, the Court granted the Debtors' motion for order
approving the Debtors' key employee incentive plan and non-insider
retention plan objected by Judy A. Robbins, the U.S. Trustee for
Region 4. Ms. Robbins had said that with respect to KEIP -- a
proposes payment to the five top executives bonuses up to $3.5
million -- the Debtors have failed to establish that the metrics to
be met before any bonuses may be paid represent "challenging
results." The U.S. Trustee added that with respect to KERP -- a
proposed payment to 47 of their other top employees $2.88 million
in bonuses -- the Debtors take the position that the more lenient
standard of 11 U.S.C. Section 503(c)(3) applies.
The KEIP and KERP also met objections from the United Mine Workers
of America 1974 Pension Plan and Trust and the Patriot Coal Retiree
Committee.
On July 21, the Debtors filed an omnibus reply to the objections,
saying the retention plan participants are aware that they are
potentially working themselves out of a job, as there is no
guarantee the Blackhawk deal will close. Blackhawk has the sole
discretion whether to offer jobs to the Debtors' employees.
Premium Financing Okayed on a Final Basis
On June 3, 2015, the Court approved on a final basis the Debtors'
motion for authorization to continue and renew their liability,
property, casualty, and other insurance programs and honor all
obligations in respect thereof, and continue and renew their
prepetition insurance premium financing agreements.
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
appointed seven creditors of the company to serve on the official
committee of unsecured creditors.
On June 22, 2015, Joseph Bean, Patriot Coal's senior
vice-president, was designated by the court to perform the duties
imposed upon the company by the Bankruptcy Code. This designation
will remain in effect during the entire pendency of Patriot Coal's
case until altered by order of the court.
Patriot Coal estimated more than $1 billion in assets and debt.
PATRIOT COAL: Files Second Amended Joint Plan
---------------------------------------------
Patriot Coal Corporation filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania a second amended Joint Plan of
Reorganization and related Disclosure Statement ahead of the
disclosure statement hearing set for August 18.
If the disclosure documents are approved, Patriot Coal proposes a
Sept. 16 hearing to confirm the Plan. Under that schedule, the
Debtor proposes a Sept. 11 deadline for creditors to cast their
votes on the Plan. Plan objections are due Sept. 9.
As of press time, results of the Aug. 18 hearing have not been
posted at the claims agent docket.
According to BankruptcyData.com, under the revised plan, holders of
other priority claims and secured tax claims will be paid in full;
holders of other secured claims will be paid in full or receive the
collateral securing any such allowed other secured claim; holders
of prepetition ABL facility claims will receive repayment in cash
or (b) conversion into loans drawn under the combined company new
ABL on a dollar-for-dollar basis; holders of prepetition LC
facility claims will receive a pro rata share of combined company
first lien term loans and (ii) for each claim consisting of undrawn
amounts under the prepetition LC facility, letters of credit issued
under the combined company first lien L/C facility or other credit
support from the combined company first lien term loan facility;
holders of prepetition term loan facility claims will receive (i)
pro rata share of combined company second lien PIK Loans and (ii)
rights to participate in the first lien rights offering; holders of
prepetition notes claims will receive (i) pro rata share of
combined company second lien PIK loans and, to the extent the
holder is a certified eligible holder, new class B units and (ii)
to the extent the holder is a certified eligible holder, rights to
participate in the second lien rights offering; if the VCLF
transaction is consummated holders of general unsecured claims will
receive the VCLF equity grant in accordance with the terms set
forth in the VCLF APA and if the transaction is not completed the
holders will receive the liquidating trust assets, subject to the
liquidating trust funding mechanism; holders of intercompany
claims, intercompany interests and equity interests will receive no
distribution. The Debtors also filed revised and supplemental
exhibits related to its Amended Disclosure Statement.
The Supplement contains the following documents: Exhibit E:
liquidating trust, Exhibit I: combined company new ABL terms sheet,
Exhibit J: description of the combined company first lien L/C
facility and Exhibit K: executed VCLF APA and revised Exhibit to
include: Exhibit E: financial projections for the combined
company.
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 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
appointed seven creditors of the company to serve on the official
committee of unsecured creditors. The Unsecured Creditors
Committee is represented by Morrison & Foerster LLP's Lorenzo
Marinuzzi, Esq., and Jennifer L. Marines, Esq.; and Tavenner &
Beran, PLC's Lynn L. Tavenner, Esq., and Paula S. Beran, Esq.
The U.S. Trustee also has appointed an Official Retiree Committee,
which is represented by lawyers at Stahl Cowen Crowley Addis LLC.
On June 22, 2015, Joseph Bean, Patriot Coal's senior
vice-president, was designated by the court to perform the duties
imposed upon the company by the Bankruptcy Code. This designation
will remain in effect during the entire pendency of Patriot Coal's
case until altered by order of the court.
Patriot Coal estimated more than $1 billion in assets and debt.
PGT INC: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B+' corporate credit rating, on North Venice,
Fla.-based PGT Inc. The outlook is stable. S&P also revised its
assessment of PGT's business risk profile to weak from fair and
financial risk profile to significant from aggressive.
At the same time, S&P affirmed its 'BB-' issue-level rating (one
notch higher than the corporate credit rating) on PGT's $235
million senior secured credit facility, composed of a $35 million
revolving credit facility due 2019 and a $200 million term loan B
due 2021. The '2' recovery rating on the facility remains
unchanged, indicating S&P's expectation for substantial (70% to
90%; lower end of the range) recovery in the event of payment
default.
"The stable outlook reflects our expectation that operating
performance will improve but credit measures will remain
commensurate with a significant financial profile. Specifically,
we expect FFO to debt in the 20% to 30% range," said Standard &
Poor's credit analyst Maurice Austin.
S&P views a negative rating action as less likely given its outlook
for housing markets; however, S&P could take such an action if the
U.S. housing recovery stalls and EBITDA falls at least 45% below
our 2015 forecast, causing leverage to weaken to above 5x. This
could also occur in a recessionary environment. However, S&P's
economists only place a 10% to 15% probability on a new recession.
S&P views an upgrade as unlikely within the next year. Even if
credit measures were to strengthen over the next 12 months, it is
S&P's opinion that credit ratios will be highly volatile through
business cycles given the cyclicality of construction and PGT's
high concentration in Florida, which has historically been prone to
volatile real estate cycles.
PQ CORP: S&P Affirms 'B' CCR & Revises Outlook to Developing
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
U.S.-based specialty chemical maker PQ Corp., including its 'B'
corporate credit rating, and revised the rating outlook to
developing from stable.
In addition, S&P affirmed its 'B+' issue-level rating on the
company's first-lien term loan due in 2017. The recovery rating
remains '2', indicating S&P's expectation of substantial (70% to
90%; higher half of the range) recovery in the event of payment
default. S&P also affirmed its 'B-'issue-level rating on the
company's second-lien notes due in 2018. The recovery rating
remains '5', indicating S&P's expectation of modest (10% to 30%;
higher half of the range) recovery in the event of payment
default.
"The rating action and outlook revision follows the recent
announcement that PQ Corp. has entered into a definitive agreement
to merge with Eco Services Operations," said Standard & Poor's
credit analyst Allison Czerepak.
The developing outlook reflects several uncertainties related to
the proposed combination, including the absence of details
regarding the capital structure of the combined entities. In
addition, the transaction is subject to regulatory approval. S&P
believes that the combined company's credit quality could benefit
if the capital structure and financial policy support a financial
risk profile stronger than S&P's current "highly leveraged"
designation. On the other hand, if the combination strains
liquidity or weakens the financial risk profile, S&P could consider
a negative rating action.
The ratings on PQ reflect S&P's assessment of the company's "fair"
business risk profile and "highly leveraged" financial profile.
The developing rating outlook indicates that S&P could raise,
lower, or affirm the ratings on PQ Corp., depending on S&P's view
of the company's creditworthiness as a result of the merger with
Eco Services. If S&P concludes that PQ Corp.'s creditworthiness
will remain relatively the same after the merger, or if the
transaction does not close, S&P would likely revise the outlook to
stable.
S&P could consider a negative rating action if it concluded that
PQ's creditworthiness would deteriorate as a result of the merger.
This could happen if S&P determined that the combined company's
post-merger creditworthiness is weaker than that of PQ's current
creditworthiness, possibly due to higher leverage or constrained
liquidity.
S&P could consider a positive rating action if it concluded that PQ
Corp.'s creditworthiness would improve as a result of the merger.
This could happen if S&P determined that the combined company's
post-merger creditworthiness is stronger than S&P's current
assessment of PQ's creditworthiness, which could stem from a
stronger business risk profile or a stronger financial risk
profile.
PROSPECT HOLDING: S&P Puts 'B' CCR on Watch Negative
----------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
counterparty credit and senior unsecured debt ratings on Prospect
Holding Co. LLC on CreditWatch with negative implications.
The CreditWatch placement followed the announcement that as of Aug.
14 Prospect is still in the process of preparing its second-quarter
financial results for the period ending June 30, 2015. In
addition, Prospect is also conducting an internal review of its
2014 financial statements, and for the three months ended
March 31, 2015, primarily relating to its accounting for the fair
value of certain MSRs and certain MSR sale transactions.
For the five quarters ending March 31, 2015, Prospect has sold MSRs
with a fair value of $129 million in order to generate cash for
operational liquidity due to operating losses or meager earnings.
Prospect reported that its MSRs had a fair value of $125.2 million
as of the end of 2014 and $87.3 million as of the end of the first
quarter of 2015. The company's $79 million in tangible equity as
of March 31, 2015, which equates to 2.1x debt to adjusted total
equity (ATE), is largely made up of equity invested in the
company's MSR assets.
"The CreditWatch negative listing reflects the possibility that we
could lower our issuer credit rating and senior unsecured ratings
on Prospect by one or more notches following the release of the
firm's second-quarter financials," said Standard & Poor's credit
analyst Stephen Lynch. Currently, Prospect's 2.1x debt to ATE
provides some modest support to the firm's exceedingly high
debt-to-adjusted EBITDA ratio. If the company's equity were to
significantly decline due to a substantive revaluation of the
company's MSRs, S&P would likely lower the rating.
S&P will look to resolve its CreditWatch listing following the
release of the company's second-quarter financial results and,
potentially, the company's 2014 restated financial results, which
S&P expects will occur by the end of September.
PROTOM INT'L: Amends Schedules of Assets and Liabilities
--------------------------------------------------------
ProTom International Inc. filed with the U.S. Bankruptcy Court for
the Northern District of Texas its amended schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ------------ -----------
A. Real Property
B. Personal Property $1,728,894
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $6,485,829
E. Creditors Holding
Unsecured Priority
Claims $266,889
F. Creditors Holding
Unsecured Non-priority
Claims $15,248,436
----------- -----------
TOTAL $1,728,894 $22,001,154
A full-text copy of the Debtor's amended schedules is available for
free at http://is.gd/Hry3Kf
About ProTom International
ProTom International Inc. is a medical technology focused on proton
therapy for cancer patients. The Company and affiliate ProTom
International, LLC, have the exclusive rights to sell in the U.S.
the compact accelerators developed by Russia-based ZAO Protom and
owner Vladimir E. Balakin. The ZAO system and technology were
lighter and cheaper than proton therapy systems then in operation
in the U.S. This technology has been the basis on which ProTom has
developed its Radiance 330 Proton Therapy System.
ProTom International, Inc., and ProTom International, LLC, sought
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-32065 and 15-32066) in Dallas on May 12, 2015. The cases are
assigned to Judge Barbara J. Houser.
The Debtors tapped Jackson Walker, LLP as counsel, and Lain,
Faulkner & Co., P.C., as accountant.
RELATIVITY MEDIA: Revised Plan Too Vague, Lender Claims
-------------------------------------------------------
RKA Film Financing said in an Aug. 18, 2015 court filing that
Relativity Media's revised plan leading to a potential sale in
October is too vague about the lender's rights versus those of
other lenders.
According to David Lieberman at Deadline.com, RKA Film claims that
it loaned about $85 million specifically for the Company to
purchase ads for several still unreleased films including
Masterminds, Kidnap, Somnia, Disappointments Room, and Lazarus --
which were set up as independent companies and used as collateral.
The Company instead used most of the funds to prop up its balance
sheet, the report adds, citing RKA Film.
Deadline.com relates that RKA Film wants to be able to take the
films, and license them to another distributor, so it asked U.S.
Bankruptcy Court Judge Michael Wiles to make it clear that other
lenders don't have a claim on the movies.
RKA Film, Deadline.com states, objects to the 30-day proposed
period between the time when a committee would be formed to
represent unsecured creditors and the time when people owed money
can investigate and challenge proposed sale plan. The report says
that those people might have to file their complaints by Sept. 6,
2015, even though the Court has agreed to push a sale date back two
weeks to Oct. 5, 2015.
About Relativity
Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music. More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.
Relativity Media LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr.
S.D.N.Y., Case No. 15-11989). The case is assigned to Judge
Michael E. Wiles.
The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.
Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager. Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker. The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.
The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.
RESIDENTIAL CAPITAL: Hometown Mortgage's Bid to Dismiss Suit Denied
-------------------------------------------------------------------
Judge Susan Richard Nelson of the United States District Court for
the District of Minnesota denied defendant Hometown Mortgage
Service, Inc.'s unique issue motion to dismiss Count I of
Residential Funding, LLC's second amended complaint.
A lawsuit was filed arising out of Hometown's sale of allegedly
defective mortgage loans to RFC. In Count I, a claim for breach of
contract, RFC alleged that Hometown materially breached the
representations and warranties it made to RFC because the mortgage
loans it sold to RFC did not comply with those representations and
warranties. In Count II, RFC alleged that it is entitled to
indemnification from Hometown for the losses and liabilities
resulting from Hometown's material breaches.
In its Motion, Hometown argued that Count I must be dismissed both
because the statute of limitations precludes recovery on all of the
loans it sold to RFC, and because RFC cannot bring suit on
liquidated loans.
Judge Nelson held that the six-year statute of limitations had not
expired as to loans sold to RFC on or after May 14, 2006 at the
time RFC filed its bankruptcy petition on May 14, 2012. Further,
the judge added that the instant action was originally filed in
December 2013, which is within the two-year period following the
Bankruptcy Court's order for relief.
As to loans sold prior to May 14, 2006, Judge Nelson agreed with
RFC's continuing obligation theory based on Hometown's alleged
breaches of its continuing contractual obligation to "promptly
notify" RFC of any material acts or omissions regarding the loans.
Accordingly, the judge stated, it is plausible that the statute of
limitations for a claim based on a loan sold to RFC prior to May
14, 2006 would not begin to run until after May 14, 2006.
Judge Nelson also denied Hometown's motion to the extent it sought
dismissal of RFC's breach of contract claims based on liquidated
loans. The judge found no cause to depart from its reasoning as
stated in its order denying a similar motion filed by Decision One
Mortgage Company, LLC.
The case is In re: RFC and ResCap Liquidating Trust Litigation;
Residential Funding Company, LLC v. Hometown Mortgage Services,
Inc., No. 13-cv-3509 (PAM/HB), CASE NO. 13-CV-3451 (SRN/JJK/HB)
(D.Minn.).
A copy of Judge Nelson's July 28, 2015 memorandum opinion and order
is available at http://is.gd/Vznc3Gfrom Leagle.com.
Residential Funding Company, LLC is represented by:
Anthony Alden, Esq.
Danielle L. Gilmore, Esq.
Johanna Ong, Esq.
Matthew R Scheck, Esq.
Rachael L. McCracken, Esq.
Zena Jacobsen, Esq.
QUINN EMANUEL URQUHART & SULLIVAN LLP
865 S. Figueroa St., 10th Floor
Los Angeles, CA 90017
Tel: (213) 443-3000
Fax: (213) 443-3100
Email: anthonyalden@quinnemanuel.com
daniellegilmore@quinnemanuel.com
johannaong@quinnemanuel.com
matthewscheck@quinnemanuel.com
rachaelmccracken@quinnemanuel.com
zenajacobsen@quinnemanuel.com
-- and --
Gabriel F Soledad, Esq.
QUINN EMANUEL URQUHART & SULLIVAN LLP
777 6th Street NW 11th Floor
Washington, D.C. 20001-3706
Tel: (202) 538-8000
Fax: (202) 538-8100
Email: gabrielsoledad@quinnemanuel.com
-- and –-
David Elsberg, Esq.
Isaac Nesser, Esq.
Jake M. Shields, Esq.
Peter E. Calamari, Esq.
Yelena Konanova, Esq.
QUINN EMANUEL URQUHART & SULLIVAN LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
Tel: (212) 849-7000
Fax: (212) 849-7100
Email: davidelsberg@quinnemanuel.com
isaacnesser@quinnemanuel.com
jakeshields@quinnemanuel.com
petercalamari@quinnemanuel.com
yelenakonanova@quinnemanuel.com
-- and –-
David L Hashmall, Esq.
Donald G Heeman, Esq.
Marnie E Fearon, Esq.
Richard R Voelbel, Esq.
Ryan A Olson, Esq.
Bradley T Smith, Esq.
Jessica J Nelson, Esq.
Daniel R Kelly, Esq.
FELHABER LARSON
220 South 6th St Suite 2200
Minneapolis, MN 55402
Tel: (612) 339-6321
-- and –-
Edward P Sheu, Esq.
Thomas G Garry, Esq.
BEST & FLANAGAN LLP
60 South Sixth Street 27th Floor
Minneapolis, MN 55402
Tel: (612) 339-7121
Fax: (612) 339-5897
Email: esheu@bestlaw.com
tgarry@bestlaw.com
-- and –-
Jeffrey A Lipps, Esq.
Jennifer A L Battle, Esq.
CARPENTER LIPPS & LELAND LLP
280 Plaza, Suite 1300
280 North High Street
Columbus, OH 43215
Tel: (614) 365-4100
Fax: (614) 365-9145
Email: lipps@carpenterlipps.com
battle@carpenterlipps.com
Hometown Mortgage Services, Inc. is represented by:
Andrew Steinfeld, Esq.
Edward Page Allinson, Esq.
Evans D Prieston, Esq.
Jack V Valinoti, Esq.
James W. Brody, Esq.
AMERICAN MORTGAGE LAW GROUP, P.C.
75 Rowland Way, Suite 350
Novato, CA 94945
Tel: (415) 878-0030
Fax: (415) 878-0035
Email: asteinfeld@americanmlg.com
eallinson@americanmlg.com
eprieston@americanmlg.com
jvalinoti@americanmlg.com
jbrody@americanmlg.com
-- and –-
Carol R M Moss, Esq.
J Robert Keena, Esq.
HELLMUTH & JOHNSON PLLC
8050 West 78th Street
Minneapolis, MN 55439
Tel: (952) 649-6327
(952) 941-2337
Email: cmoss@hjlawfirm.com
jkeena@hjlawfirm.com
-- and –-
Brooke D Anthony, Esq.
ANTHONY OSTLUND BAER & LOUWAGIE PA
90 South 7th Street
3600 Wells Fargo Center
Minneapolis, MN 55402
Email: banthony@anthonyostlund.com
-- and –-
Daniel J Supalla, Esq.
BRIGGS & MORGAN, PA
2200 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
Tel: (612) 977-8400
Fax: (612) 977-8650
Email: dsupalla@briggs.com
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The
Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
RESIDENTIAL CAPITAL: Trust Posts Q2 2015 Financial Statements
-------------------------------------------------------------
The ResCap Liquidating Trust on Aug. 14 disclosed that its
Consolidated Financial Statements and Beneficiary Letter for the
period ending June 30, 2015 have been posted to the Trust's
website, rescapliquidatingtrust.com
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the
conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
RESPONSE GENETICS: CGI to Pay $14M in Cash, Stock
-------------------------------------------------
Response Genetics, Inc. as of Aug. 9, 2015, executed an agreement
under which the Company has agreed in principle to sell
substantially all of its business assets in a sale conducted under
supervision by the United States Bankruptcy Court for the District
of Delaware.
The "stalking-horse" purchaser under the agreement is Cancer
Genetics, Inc. As required by the Bankruptcy Code, the sale to CGI
will be subject to overbidding by other prospective purchasers.
CGI is an emerging DNA and molecular diagnostics company focused on
the personalization of cancer treatment through the discovery,
development and commercialization of genomic and biomarker based
panels to help clinicians, hospitals, and biopharmaceutical
companies globally. Its stock is traded on the Nasdaq under the
symbol CGIX - (Nasdaq:CGIX).
Under the agreement, the Company has proposed to sell substantially
all of its assets, including certain leasehold improvements,
tangible personal property, intangible property, leases and
contracts, accounts receivable, inventory and business records. The
purchase price for the assets, subject to certain adjustments, is
proposed to consist of $14,000,000, comprised of a 50/50 split in
value of cash and the common stock of CGI. The number of shares of
CGI stock to be delivered to the Company at the closing of the sale
will be based on the value per share of the CGI stock, determined
as the average of the closing prices per share on each of the three
trading days immediately preceding announcement of the proposed
sale. All shares of CGI's stock included in the purchase price will
be issued directly to one of the Company's secured lenders. As
additional consideration, CGI has agreed in principle to assume
certain liabilities of the Company, including certain paid time off
balances for retained employees and certain post-petition
payables.
BankruptcyData.com reports that the Debtors' sale motion explains,
"The Sale will provide for the payment of: (a) $7,000,000 in cash,
(b) 788,584 shares of common stock of Purchaser at a price per
share equal to $8.8767, and (c) the assumption of the Assumed
Liabilities. Further, given the financial condition of the Debtor
and the lack of any meaningful working capital, a sale under these
conditions is in the best interest of the Debtor and its estate and
creditors. . . . In the event that the Debtor consummates an
alternative transaction instead of the proposed Sale to the
Purchaser under the terms of the Agreement, the Debtor shall pay
Purchaser a breakup fee equal to $560,000 and an expense
reimbursement not to exceed $125,000, plus $60,000 for the fees
arising from the Debtor's auditor to the extent a successful over
bidder (that is not the Purchaser) uses the auditor's
work-product."
The Court scheduled an Aug. 27, 2015 hearing to consider the sale
and auction, with objections due by Aug. 25, 2015. Auction is
scheduled for no later than Sept. 30, 2015.
The agreement in principle remains subject to finalization of all
schedules and exhibits to the agreement within seven days of the
Company's commencement of its chapter 11 case. In addition, the
agreement is proposed to be subject to the satisfaction of a number
of closing conditions, including Bankruptcy Court approval and the
absence of certain material adverse events. No assurance can be
given that the sale will be consummated on the anticipated terms,
or at all. Upon the occurrence of certain events or defaults by the
Company, the purchaser is entitled to terminate the Asset Purchase
Agreement and to receive a break-up fee in an amount equal to 4% of
the aggregate purchase price and reimbursement of up to $125,000 of
its expenses in connection with the transaction.
The Buyer is represented by:
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Attention: James A. Grayer, Esq.
Facsimile: 212-715-8000
Email Address: jgrayer@kramerlevin.com
A copy of the Asset Purchase Agreement is available at
http://is.gd/a3NKXD
About Response Genetics
Los Angeles, California-based Response Genetics, Inc. (otcqb:RGDX)
-- http://www.responsegenetics.com-- is a CLIA-certified clinical
laboratory focused on the development and sale of molecular
diagnostic testing services for cancer. The Company's technologies
enable extraction and analysis of genetic information derived from
tumor cells stored as formalin-fixed and paraffin-embedded
specimens. The Company's principal customers include oncologists
and pathologists. In addition to diagnostic testing services, the
Company generates revenue from the sale of its proprietary
analytical pharmacogenomic testing services of clinical trial
specimens to the pharmaceutical industry.
Response Genetics, fdba Bio Type, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 15-11663) on Aug. 9, 2015,
represented by James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP. Canaccord Genuity, Inc., serves as its investment
banker; and Rust Consulting Omni Bankruptcy acts as its claims and
noticing agent.
The Company disclosed total assets of $10.7 million and total debts
of $15.7 million. The petition was signed by Thomas Bologna,
chairman and chief executive officer.
RESPONSE GENETICS: Has $16.3 Million DIP Loan from SWK Funding
--------------------------------------------------------------
Response Genetics, Inc.,as of Aug. 9, 2015, entered into a senior
secured, super-priority debtor-in-possession financing arrangement
with SWK Funding LLC, Swiftcurrent Partners LP, and Swiftcurrent
Offshore Master Ltd. under which the Company may borrow up to
$16,250,000 to finance operations and working capital during its
chapter 11 proceedings, pay certain costs and expenses (including
the costs and expenses of the Company's chapter 11 proceedings),
and fund payment of interest and fees to the DIP Lenders, and for
certain other purposes.
Indebtedness incurred under the DIP Facility accrues interest at a
per annum floating rate equal to the sum of (a) a LIBOR-based rate
defined in the DIP Facility documents plus (b) 12.5%.
Indebtedness under the DIP Facility matures 60 days after the
commencement of the Company's chapter 11 case and is secured by
substantially all of the assets of the Company.
In addition, the DIP Facility terminates on the first to occur of
(a) its maturity date, (b) the closing of the sale of all or
substantially all of the Company's assets, (c) 25 days after the
commencement of the Company's chapter 11 case if a final order
approving the DIP Facility has not been entered, or (d) the
effective date of a confirmed plan of reorganization or liquidation
that provides for payment in full of all obligations of the Company
under the DIP Facility or is otherwise acceptable to the DIP
Lenders in their sole discretion.
In addition, the DIP Lenders are entitled to terminate the DIP
Facility upon the occurrence of certain adverse events or defaults
by the Company.
The DIP Facility is subject to a number of conditions, including
Bankruptcy Court approval, and the Company is required to pay the
DIP Lenders' reasonable costs and expenses in connection with the
DIP Facility.
A full-text copy of the DIP Term Sheet is available at
http://is.gd/o5TsDT
About Response Genetics
Los Angeles, California-based Response Genetics, Inc. (otcqb:RGDX)
-- http://www.responsegenetics.com-- is a CLIA-certified clinical
laboratory focused on the development and sale of molecular
diagnostic testing services for cancer. The Company's technologies
enable extraction and analysis of genetic information derived from
tumor cells stored as formalin-fixed and paraffin-embedded
specimens. The Company's principal customers include oncologists
and pathologists. In addition to diagnostic testing services, the
Company generates revenue from the sale of its proprietary
analytical pharmacogenomic testing services of clinical trial
specimens to the pharmaceutical industry.
Response Genetics, fdba Bio Type, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 15-11663) on Aug. 9, 2015,
represented by James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP. Canaccord Genuity, Inc., serves as its investment
banker; and Rust Consulting Omni Bankruptcy acts as its claims and
noticing agent.
The Company disclosed total assets of $10.7 million and total debts
of $15.7 million. The petition was signed by Thomas Bologna,
chairman and chief executive officer.
* * *
Response Genetics has executed a "stalking horse" agreement to sell
all of its business assets to Cancer Genetics, Inc. for
$14,000,000, comprised of a 50/50 split in value of cash and the
common stock of CGI.
CGI is represented by Kramer Levin Naftalis & Frankel LLP's James
A. Grayer, Esq.
RIVERWALK JACKSONVILLE: Hires Collier's Robert Selton as Broker
---------------------------------------------------------------
Riverwalk Jacksonville Development LLC asks the U.S. Bankruptcy
Court for the Southern District of Florida to employ Robert W.
Selton, III, of Colliers International Northeast Florida Inc., as
its commercial broker for the sale of its real property in
Jacksonville, Florida.
Mr. Selton will:
a) market the Debtor's real properties for sale nationally to
prospective commercial purchasers and participate in negotiations
with prospective purchasers for the sale of those properties,
including negotiations with Alliance Realty Partners LLC, the
prospective purchaser of the Debtor's Prudential parcel and the
eastern portion of the East Parking Lot Parcel, and with Brickell
South Miami Developments LLC, the prospective purchaser of the
Debtor's Riverwalk parcel and the West Parking Lot Parcel; and
b) assist the Debtor's real estate closing attorney with any
issues necessary to close the Alliance transaction and the Brickell
South transaction.
The Debtor proposes to pay Mr. Selton and the firm for the
services:
a) For the Alliance Transaction, at the rate of 2% of $6.5
million or the final sale prices of the Alliance Sale parcel at
closing, if adjusted pursuant to the Court-approved purchase and
sale agreement between the Debtor and Alliance; and
b) For the Brickell South Transaction, at the negotiated
commission of $90,000, of which the Debtor will pay $55,000 and the
buyer, Brickell South, will pay $35,000 by agreement between the
Debtor and Brickell South.
The Debtor assures the Court that Mr. Selton does not hold any
interest adverse to the Debtor and its estate, and is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
Mr. Selton can be reached at:
Robert W. Selton, III
Colliers International Northeast Florida Inc.
50 N. Laura Street, Suite 1725
Jacksonville, FL 32202
Tel: +1 904 861 1111
Cel: +1 904 753 1423
Email: Robert.Selton@colliers.com
About Riverwalk Jacksonville Development
Riverwalk Jacksonville Development, LLC, owns four parcel of real
property located in areas surrounding the Wyndham Hotel and
Convention Center. The properties comprise approximately 10.4
acres and constitute prime downtown commercial space. The
occupants of the area are a Chart House restaurant, various office
building and parking amenities. Three of the four properties are
encumbered to Sabadell and U.S. Century Bank.
Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami.
The Debtor estimated assets of at least $10 million and debts of at
least $1 million. Geoffrey S. Aaronson, Esq., at Aaronson Schantz
P.A. serves as the Debtor's counsel. Judge Laurel M Isicoff
oversees the case.
RIVERWALK JACKSONVILLE: Pardo Firm to Advice on 2nd Brickell Deal
-----------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Riverwalk Jacksonville
Development, LLC, to expand the retention of Jeffrey Pardo, Esq.,
at the Law Firm of Pardo Gainsburg P.L., as special counsel to
provide legal services to the Debtor nunc pro tunc to June 1, 2015,
in connection with the closing of the Debtor's second proposed real
estate transaction with Brickell South Miami Developments LLC.
The Debtor told the Court that since the time of its original
application to retain the firm as special counsel, it has entered
into a second agreement to sell two addition parcels of its
commercial real property in Jacksonville, Florida, with Brickell
South Miami.
As reported in the Troubled Company Reporter on May 26, 2015, The
firm will, among other things, provide legal services in connection
with the closing of the real estate transactions described in the
Amended Plan of Reorganization, including, as and when necessary,
either the consummation of the private sale of the Debtor's sale
parcel to Alliance or another qualified purchaser, or
alternatively, the public auction sale of the Debtor's sale
parcel.
The Debtor proposed to pay Mr. Pardo and Pardo Gainsburg at the
firm's standard billing rate of $500. Associates' time, if any,
will be billed at their standard hourly billing rate of $350, and
law clerks paralegals and other paraprofessionals will be billed at
their standard hourly billing rate of $125.
The Debtor said it anticipates that the fees associated with Mr.
Pardo's performance of the services in connection with the real
estate transaction will be approximately $35,000, and the Debtor
thus requests that payment of the fees up to $35,000.
The Debtor assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Pardo can be reached at:
Jeffrey Pardo, Esq.
Pardo Gainsburg, P.L.
200 SE 1st Street, Suite 700
Miami, FL 33131
Tel: (305) 358-1001
About Riverwalk Jacksonville Development
Riverwalk Jacksonville Development, LLC, owns four parcel of real
property located in areas surrounding the Wyndham Hotel and
Convention Center. The properties comprise approximately 10.4
acres and constitute prime downtown commercial space. The
occupants of the area are a Chart House restaurant, various office
building and parking amenities. Three of the four properties are
encumbered to Sabadell and U.S. Century Bank.
Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami.
The Debtor estimated assets of at least $10 million and debts of at
least $1 million. Geoffrey S. Aaronson, Esq., at Aaronson Schantz
P.A. serves as the Debtor's counsel. Judge Laurel M Isicoff
oversees the case.
SAINT MICHAEL'S MEDICAL: Aug. 20 Hearing on Sale Process
--------------------------------------------------------
Saint Michael's Medical Center, Inc., owner of a 357-bed hospital
in Newark, New Jersey, on Aug. 11, 2015, sought bankruptcy
protection to effectuate a sale of substantially all of its assets
to Prime Healthcare Services – Saint Michael's, LLC -- a unit of
Prime Healthcare Management, Inc. -- absent higher and better
offers.
At a hearing on Aug. 20, 2015, at 2:30 p.m. (ET), the Debtors will
seek approval from Judge Vincent F. Papalia of the "stalking horse"
purchase agreement with Prime and the proposed bidding procedures.
Prime has agreed to purchase the Debtors' assets for $49,150,000 in
cash, subject to adjustments. The Debtors will entertain higher
and better offers for the assets at an auction. The bidding
procedures and stalking horse APA envision the following timeline.
(a) Within three days of the Petition Date, the Debtors will file
the Bidding Procedures Motion;
(b) Within 10 days of the Petition Date, the Debtors will have
secured from this Court entry of the Bidding Procedures Order;
(c) Bid Deadline of 75 days from the entry of the Bidding
Procedures Order;
(d) Auction within two business days following the Bid Deadline;
(e) Sale Hearing within three business days from the conclusion
of the Auction.
The Stalking Horse APA may be terminated (a) by either Prime or the
Debtors if the closing has not occurred on or before the date that
is 120 days after the Petition Date; or (b) by Prime at any time
after 100 days after the Petition Date, if (A) the Bankruptcy Court
shall not have entered an Order approving the sale (the "Sale
Order"), or (B) after its entry, the Sale Order will fail to be in
full force and effect or shall have been stayed, reversed, modified
or amended in any respect without the prior written consent of
Prime.
The Debtors seek approval to pay a breakup fee of 2.5% of the
purchase price and an expense reimbursement not to exceed $200,000
in the event Prime is not the successful bidder at the auction in
recognition of Prime's substantial expenditure of time, energy and
resources, and the benefits to the Debtors' estates of securing a
"stalking horse" or guaranteed minimum bid.
Deal With Prime Signed 2 Years Ago
After extensive consideration and negotiation, Prime was selected
as the most viable option to financially stabilize and secure a
vibrant future for the Hospital, ensuring it not only remains open
as an acute-care facility, but also grows and prospers. On Feb. 8,
2013, the Debtors entered into an asset purchase agreement with
Prime whereby Prime would purchase substantially all of the
Debtors' assets. More than two years later, the Debtors are still
awaiting approval from the State of New Jersey. Indeed, the
Debtors have yet to be advised from the Attorney General or the
Department of Health that their applications are complete.
On March 2, 2015, Navigant Consulting, Inc., issued a report on
behalf of the New Jersey Health Care Facilities Financing Authority
that recommended a consolidation of healthcare services in Newark
that included the closing of inpatient services at the Hospital and
transforming the Hospital into an ambulatory care facility.
Further, the Navigant Report concluded that a transfer of assets to
Prime would not resolve the underlying overcapacity and unnecessary
service duplication in Newark.
On April 6, 2015, Honigman Miller Schwartz and Cohn LLP issued a
response to the Navigant Report on behalf of the Debtors, which
concluded that if the recommendations in the Navigant Report were
followed, an unregulated monopoly in inpatient hospital services
would be created in Newark. That unregulated monopoly and
concomitant dramatic reduction in competition in health care would
result in higher prices and harm consumers. According to the
response, the Navigant Report recommendations could easily cost
Newark area consumers $180 million or more annually. Additionally,
most of the conclusions made by Navigant were based on incorrect
facts and a flawed analysis.
Moreover, in the coming months, the Hospital will be converting
from ICD-9 to ICD-10, which is an unprecedented event in the modern
healthcare environment. This conversion affects both diagnostic
codes (DRG) and procedural codes. The industry is moving from
approximately 14,000 codes to an environment with approximately
70,000 outpatient codes and 80,000 inpatient codes. Even with
flawless implementation (which is unlikely given the expectation
that there will be internal coding issues, undercoding, and
denials), there will still be issues and payment delays from
exterior payors. The short term impact could likely be a 30%-50%
increase in accounts receivable or greater, which will have a
significant negative impact on the Hospital's liquidity.
Given the State's inaction, the recommended closure of inpatient
services at the Hospital pursuant to the Navigant Report, the
Debtors' recent financial performance, and the expected negative
impact from the industry-wide ICD-10 conversion, the Debtors'
management and Board of Directors, along with their advisors,
evaluated various restructuring options and determined that the
best way to maximize the Debtors' going concern value for the
benefit of all stakeholders was to commence the Chapter 11 cases
and pursue a sale of substantially all the Debtors' assets pursuant
to Section 363 of the Bankruptcy Code.
First Day Motions
Aside from the sale motion, the Debtors on the Petition Date filed
motions or applications to:
-- jointly administer their Chapter 11 cases;
-- extend the time to file schedules;
-- designate their cases as complex Chapter 11 cases;
-- grant adequate assurance of payment to utilities;
-- continue their existing cash management system;
-- tap Prime Clerk LLC as claims and noticing agent;
-- hire Cole Schotz P.C. as bankruptcy counsel;
-- hire EisnerAmper LLP as financial advisor;
-- pay prepetition wages and benefits;
-- retain professionals in the ordinary course; and
-- obtain postpetition secured financing.
A copy of David A. Ricci's declaration in support of the Debtors'
first day pleadings is available for free at:
http://bankrupt.com/misc/Saint_M_1st_Day_Affidavit.pdf
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The immediate sole corporate member of SMMC is Maxis Health System,
a Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
SAINT MICHAEL'S MEDICAL: Sues BONY to Keep Special Accounts
-----------------------------------------------------------
Saint Michael's Medical Center, Inc., commenced before the U.S.
Bankruptcy Court for the District of New Jersey an adversary
proceeding against The Bank of New York Mellon, which is owed
$227.8 million on account of bonds used to finance a sale
transaction in 2008, to seek a declaration that the bank does not
possess a valid perfected security interest or lien with respect to
special accounts holdings gifts and donations provided to the
Debtors' hospital.
On July 31, 2008, the New Jersey Health Care Facilities Financing
Authority issued $252,545,000 in state contract bonds, Series
2008A, and then loaned the proceeds of such bond issuance to the
Hospital through the Hospital Asset Transformation Program
("HATP"). Consistent with the HATP and as part of Catholic Health
East's purchase of the Hospital, Saint James Hospital and Columbus
Hospital from Cathedral Healthcare, the proceeds were used to pay
off outstanding debt on the two closed hospitals (Saint James
Hospital and Columbus Hospital) and renovate and expand the
facilities at the Hospital.
The Hospital entered into the following in connection with the loan
from the Authority: (1) Loan Agreement, dated as of July 1, 2008,
by and between the Company and the Authority; (2) State Contract
Promissory Note, dated July 31, 2008, issued by the Hospital to the
Authority; (3) Mortgage and Security Agreement dated July 31, 2008;
(4) Master Trust Indenture, dated as of July 1, 2008, between the
Hospital and BONY, as Master Trustee; (5) First Supplemental
Indenture, dated as of July 1, 2008, between the Hospital and BONY,
as Master Trustee; and (6) Hospital Asset Transformation Program
State Contract Bond Resolution (Saint Michael's Medical Center,
Inc., Newark, N.J. Issue), adopted April 24, 2008, as supplemented
by a Series Certificate dated as of July 22, 2008.
According to the Debtors, under the Loan Documents, the BONY
Collateral specifically excludes "gifts, grants, bequests,
donations and contributions heretofore or hereafter made,
designated at the time of making thereof by the donor or maker as
being for certain specific purposes, and the income therefrom, to
the extent required by such designation."
The Debtors maintain an account at Santander Bank (ending 8151)
that contains special purpose funds generated from clinical trial
work and drug testing (the "Special Purpose Account"). As of June
30, 2008, the Special Purpose Account contained a balance of
$1,756,672. As of the Petition Date, the Special Purpose Account
contained a balance of $1,784,556.
The Debtors maintain an account at Bank of America (ending 7388)
wherein the Debtors deposit all grants (the "Grant Account"). As
of June 30, 2008, the Grant Account contained a balance of
$2,865,666. As of the Petition Date, the Grant Account contained a
balance of $10,365,111.
The Debtors point out that the Special Accounts contain funds from
grants, bequests, donations and contributions from donors for
certain designated specific purposes.
In addition, the Special Accounts contained a balance of
$4,622,338.66 as of June 30, 2008, which pre-dates the execution of
the Loan Documents and purported perfection by BONY of its
interests in the BONY Collateral.
Accordingly, the Debtors seek a declaration that: (i) BONY does not
have a properly perfected security interest in the Special Accounts
and the funds in such Special Accounts, rendering the Debtors'
interests in such property generally available to the Debtors'
estates; and (ii) the funds in the Special Accounts are not cash
collateral as such term is defined in Section 363(a) of the
Bankruptcy Code.
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The immediate sole corporate member of SMMC is Maxis Health System,
a Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
SAMSON RESOURCES: Enters Into Restructuring Support Agreement
-------------------------------------------------------------
Samson Resources Corporation on Aug. 14 disclosed that it has
entered into a Restructuring Support Agreement with certain second
lien lenders that hold 45.5% of the second lien obligations and
existing equity owners. The proposed balance sheet restructuring
would significantly reduce Samson Resources' overall indebtedness
and result in an investment of at least $450 million of new capital
into the business.
As a result of the RSA, Samson Resources will not make the interest
payment due under its Senior Notes Indenture on August 17, 2015.
Instead, the Company intends to use the 30-day grace period to
build broader support for the restructuring and continue efforts to
document and ultimately implement the reorganization transaction as
part of a Chapter 11 filing.
Samson Resources has been and continues to work closely with its
suppliers and business partners to ensure business continues
uninterrupted. The Company fully expects and intends to continue
producing oil and gas from its existing operations, maintain its
current staffing and pay royalties at all times.
"Although Samson Resources has completed a series of initiatives to
strengthen our business during this difficult and extended period
of low commodity prices, we -- like many of our peers -- have not
been able to overcome industry headwinds that significantly reduced
our cash flows, limited our ability to reinvest in our assets and
prevented us from selling non-core assets as we had planned," said
Randy Limbacher, Chief Executive Officer and Director, Samson
Resources. "The actions we are now taking will allow us to not
only weather the current storm but also provide a strong foundation
that will enable us to capitalize on future opportunities with
significantly less debt on our balance sheet and a near-term
infusion of new capital to provide additional liquidity. We are
pleased that our existing lenders continue to invest -- and believe
-- in our business."
Under the terms of the RSA, second lien lenders, including Silver
Point, Cerberus and Anschutz, have agreed to invest at least $450
million of new capital to provide liquidity to the balance sheet
post-reorganization and permanently pay down existing first lien
debt. The additional investment in Samson Resources may be
increased in certain circumstances by $35 million to an aggregate
of $485 million to further bolster liquidity. As part of the
restructuring and recapitalization, Samson Resources' second lien
lenders, together with the second lien lenders that are
backstopping the equity rights offering, will own substantially all
of the equity in the reorganized Company and all second lien
lenders will have the right to participate in the new money
investment.
As noted above, the RSA contemplates that the restructuring would
be implemented through a plan of reorganization under Chapter 11 of
the U.S. Bankruptcy Code.
Additional information regarding the transactions contemplated by
the Restructuring Support Agreement and the events leading up to
its execution are available on our website at www.samson.com and
will be filed with the Securities Exchange Commission. This
information includes a summary of the negotiations with a group of
holders of senior unsecured notes and the terms of proposed
alternative transactions, as well as material non-public
information that was provided to certain second lien lenders and
holders of unsecured notes in connection with the negotiation of
potential restructuring and recapitalization transactions and the
Restructuring Support Agreement. This information is not an offer
or the solicitation of an offer for any transaction and may not be
used or relied on in connection with any transaction.
The Company has engaged Blackstone Advisory Partners L.P. as its
investment banker and Alvarez & Marsal North America, LLC as its
restructuring advisor. The Company is represented by Kirkland &
Ellis LLP, as restructuring counsel.
About Samson Resources
Tulsa, Oklahoma-based Samson Resources Corporation explores,
develops and produces oil and natural gas properties in the United
States. The Company operates in the Rocky Mountain, Mid-Continent
and East Texas regions.
As previously reported by The Troubled Company Reporter, Samson
Resources said that Chapter 11 bankruptcy protection might offer
the best route to restructuring its heavy debt load. Samson said
in its 2014 annual report filing with the U.S. Securities and
Exchange Commission that it is exploring a range of strategic and
financial options but a "filing under Chapter 11 of the U.S.
bankruptcy code may provide the most expeditious manner in which to
effect a capital structure solution."
Samson, which is controlled by private-equity firm KKR & Co., also
disclosed that its auditor found that its financial condition
raises substantial doubt about its ability to continue as a going
concern, the report related.
The Troubled Company Reporter, on Feb. 27, 2015, reported that
Samson Resources is working with law firm Kirkland & Ellis LLP's
restructuring practice and Blackstone Group LP's restructuring
advisory group, as a sharp decline in oil and gas prices
complicates its efforts to stem losses and keep current on its
multibillion-dollar debt load.
* * *
The Troubled Company Reporter, on April 6, 2015, reported that
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Tulsa, Okla.-based Samson Resources Corp. to
'CCC-' from 'CCC+'. The outlook is negative.
The TCR, on Feb. 19, 2015, reported that Standard & Poor's Ratings
Services lowered its corporate credit rating on Tulsa, Okla.-based
Samson Resources Corp. to 'CCC+' from 'B-'. The outlook is
negative.
At the same time, S&P lowered its rating on Samson's revolving
credit facility to 'B' (two notches above the corporate credit
rating) from 'B+'. The recovery rating on this debt remains '1',
indicating S&P's expectation of very high (90% to 100%) recovery in
the event of a payment default. S&P also lowered its rating on
Samson's second-lien debt to 'CCC+' (the same as the corporate
credit rating) from 'B-'. The recovery rating on this debt remains
'4', indicating S&P's expectation of average (30% to 50%) recovery
in the event of a payment default. S&P also lowered its rating on
subsidiary Samson Investment Co.'s unsecured notes to 'CCC-' (two
notches below the corporate credit rating) from 'CCC'. The
recovery rating on this debt remains '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.
SAN DIEGO HOSPICE: Court Sets Aside Entry of Default in "Ross"
--------------------------------------------------------------
Judge John A. Houston of the United States District Court for the
Southern District of California granted the motion to set aside
entry of default filed by defendant Richard M. Kipperman, as
liquidating trustee of the Liquidating Trust of San Diego Hospice &
Palliative Care. Judge Houston also denied plaintiff Leilani Ross'
motion and amended motion for default judgment as moot.
Ross filed a complaint against Kipperman, San Diego Hospice &
Palliative Care Corporation, and San Diego Hospice Foundation
alleging eight causes of action.
Kipperman was served with the summons and the first amended
complaint on November 5, 2014. On March 25, 2015, Ross filed a
request for Clerk's entry of default, and the Clerk of Court
entered default on March 26, 2015. Kipperman filed a motion to set
aside entry of default on April 20, 2015. Ross filed a motion for
default judgment on April 20, 2015 and an amended motion on April
22, 2015.
Kipperman argued that the entry of default should be set aside
because vacating the entry of default will not prejudice Ross, he
has a meritorious defense, and the entry of default was not the
result of any culpable conduct.
Judge Houston found that Ross' ability to pursue its claim will not
be hindered and no prejudice to Ross will result by setting aside
the entry of default. The judge also found that, in light of the
fact that the burden on defendant Kipperman is not particularly
heavy, Kipperman has alleged sufficient facts that if true, present
a potentially meritorious defense. Finally, Judge Houston found
that Kipperman has demonstrated a good faith explanation for the
default and is not culpable.
The case is In re LEILANI ROSS, Plaintiff, v. RICHARD M. KIPPERMAN,
in his capacity as liquidating trustee of the Liquidating Trust of
San Diego Hospice & Pallative Care, Defendant, CIVIL NO. 14CV2236
JAH (JMA) (S.D. Cal.).
A copy of Judge Houston's July 28, 2015 order is available at
http://is.gd/f1Bo7wfrom Leagle.com.
Leilani Ross is represented by:
Gail Judith Higgins, Esq.
LAW OFFICE OF GAIL HIGGINS
9021 Melrose Ave Ste 205
West Hollywood, CA 90069
Tel: (310) 409-7080
Fax: (310) 388-1018
Email: ghiggins@aol.com
San Diego Hospice & Palliative Care Corporation is represented by:
Margaret Chandler Bell, Esq.
Shauna Lee Michelle Sinnott, Esq.
ANDREWS, LEGASSE, BRANCH & BELL LLP
4365 Executive Drive, Suite 950
San Diego, CA 92121
Tel: (858) 345-5080
Fax: (858) 345-5025
Email: mbell@albblaw.com
ssinnott@albblaw.com
San Diego Hospice Foundation is represented by:
Margaret Chandler Bell, Esq.
ANDREWS, LEGASSE, BRANCH & BELL LLP
4365 Executive Drive, Suite 950
San Diego, CA 92121
Tel: (858) 345-5080
Fax: (858) 345-5025
Email: mbell@albblaw.com
Richard M. Kipperman is represented by:
Shauna Lee Michelle Sinnott, Esq.
ANDREWS, LEGASSE, BRANCH & BELL LLP
4365 Executive Drive, Suite 950
San Diego, CA 92121
Tel: (858) 345-5080
Fax: (858) 345-5025
Email: ssinnott@albblaw.com
About San Diego Hospice
San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on Feb.
4, 2013. The Debtor is the operator of the San Diego Hospice and
The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.
The Debtor scheduled $20,369,007 in total assets and $14,888,058 in
total liabilities.
Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to stay
in the program even when their diagnosis changed. The Debtor said
that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice. The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.
On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million. Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing. The
other bidder was Sharp Healthcare. The sale is also subject to
approval by regulators in California.
Judge Margaret M. Mann on Sept. 23, 2013 confirmed the First
Amended Liquidating Plan, as modified on Aug. 27, 2013, and on
Sept. 18, jointly proposed by San Diego Hospice and Palliative Care
Corporation and its Official Committee of Unsecured Creditors. The
Plan effectuates a distribution of the assets of the estate to
creditors in accordance with the priorities set forth in the
Bankruptcy Code. The Plan provides that all of the Debtor's
Assets, to the extent they have not already been liquidated, will
be liquidated through a liquidating trust and the proceeds will be
utilized to pay Allowed Claims pursuant to the terms of the Plan
and to fund the Liquidating Trust Expenses.
Jeffrey Isaacs, Esq., at Procopio, Cory, Hargreaves & Savitch LLP,
represents the Debtor. Samuel R. Maizel, Esq., at Pachulski Stang
Ziehl & Jones LLP, represents the Committee.
SANDRIDGE ENERGY: Could be Next to Fall to Ch. 11
-------------------------------------------------
Christopher Helman, writing for Forbes, reported that SandRidge
Energy, Goodrich Petroleum, Swift Energy, Energy XXI, and Halcon
Resources may be next to be added to the growing list of troubled
companies toward Chapter 11.
According to the report, the five companies have all lost more than
90% of their market value since 2014, are larded up with too much
debt, and would be lucky to survive the bust.
Forbes pointed out that SandRidge Energy's $825 million 2012 7.5%
bonds were yielding just 5.3% in July 2014. By last week that
yield had soared to 40%, their price having plunged from 109 cents
to 23 cents, the report related. The Forbes report also pointed
out that according to FINRA data the last trade on Goodrich
Petroleum's 2012 issue of $275 million in 8.875% bonds was at
$28.42 for a yield of 58.66%. In the first half the company had
revenues of $50 million while its interest expense on $622 million
in long-term debt was $27 million, the report said.
The report further pointed out that Swift Energy's 7.875% senior
debt was trading at $104.5 a year ago, then hedge fund Baker Street
Capital Management began complaining about poor capital allocation
and heavy indebtedness and began agitating for change at the top.
In July, Swift was trying to find buyers for a $640 million bond
offering that would help repay loans, the report said.
Energy XXI, according to the report, is staggering under $4.6
billion in debt, much of it incurred from the acquisition of rival
EPL in 2014. It is reportedly negotiating with creditors on debt
swaps that would extend maturities, the report related. Halcon
Resources, the report noted, did two equity-for-debt swaps earlier
this year, and in April sold $700 million in new debt. Interest
payments on its $3.7 billion in debt have eaten up 40% of revenues
so far this year, the report further related.
SandRidge Energy, Inc., is an Oklahoma City-based company focused
on
the exploration and production activities in the Mid-Continent
region
of the U.S. The Company also operates businesses and
infrastructure
systems that are complementary to its primary exploration and
production activities.
The Troubled Company Reporter, on June 3, 2015, reported that
Moody's Investors Service assigned a B1 rating to SandRidge Energy,
Inc.'s proposed offering of $1 billion senior secured second lien
notes due 2020. At the same time, Moody's downgraded SandRidge's
Corporate Family Rating to Caa1 from B3, the Probability of Default
Rating to Caa1-PD from B3-PD, and the senior unsecured notes rating
to Caa2 from Caa1. Moody's raised SandRidge's Speculative Grade
Liquidity Rating to SGL-2 from SGL-3, due to its good liquidity pro
forma for the second lien issuance and planned amendments to its
credit facility. The ratings outlook was changed to stable from
negative.
SILICON VALLEY: No Priority for "Andrikopoulos" Claims
------------------------------------------------------
The Court of Chancery of Delaware concluded that the advancement
claims of plaintiffs Shaun Andrikopoulos and Michael Santer should
be treated on par with the claims of other unsecured creditors and
paid pro rata.
On July 18, 2014, Andrikopoulos and Santer commenced an advancement
action after Silicon Valley Innovation Company denied their request
for advancement for their legal expenses by virtue of their
previous employment agreements with SVIC. On April 8, 2015, the
parties stipulated to the plaintiffs' entitlement to advancement
and the validity of the employment agreements. This left one issue
remaining for decision: to what extent, if any, the plaintiffs'
advancement claims are entitled to priority as against the other
claims asserted against SVIC in the receivership.
The Court of Chancery concluded that SVIC is entitled to entry of
an order declaring that:
(1) the plaintiffs' claims for advancement are not entitled to
administrative priority or otherwise to receive priority treatment
as administrative expenses of the receivership; and
(2) the plaintiffs' request for advancement of legal fees and
expenses should be treated as prepetition, unsecured claim without
administrative priority.
The case is SHAUN ANDRIKOPOULOS and MICHAEL A. SANTER, Plaintiffs,
v. SILICON VALLEY INNOVATION COMPANY, LLC, Defendant, C.A. NO.
9899-VCP (Del. Ch.).
A full-text copy of Vice Chancellor Parson's July 30, 2015 opinion
is available at http://is.gd/rlSbqXfrom Leagle.com.
Plaintiffs are represented by:
S. Mark Hurd, Esq.
Ryan D. Stottman, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
Email: shurd@mnat.com
rstottmann@mnat.com
Defendant is represented by:
Brian M. Rostocki, Esq.
John C. Cordrey, Esq.
REED SMITH LLP
1201 Market Street - Suite 1500
Wilmington, DE 19801
Tel: (302) 778-7500
Fax: (302) 778-7575
Email: brostocki@reedsmith.com
jcordrey@reedsmith.com
Silicon Valley Innovation Company, LLC, aka Silicon Valley
Innovation Capital, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on Dec. 10, 2012 (Bankr. D. Del., Case No.
12-13318). The Debtor's counsel is Brian L. Arban, Esq., at Hiller
& Arban, LLC, in Wilmington, Delaware.
SONORAN AIR: US Peach Announces Turnaround of Business
------------------------------------------------------
Kenneth Goodrich, CEO of US Peach, LLC, a provider of HVAC and
plumbing services, on Aug. 17 announced the turnaround and
liquidity event of one of its portfolio companies, Phoenix-based
Sonoran Air and its parent company, Tucson Peach, LLC, to seasoned
HVAC veteran Mauro Calderon. Terms of the transaction were not
released. Sonoran Air was founded more than 20 years ago in
Phoenix, Ariz. Since then, it has grown to become a specialist in
the installation of air conditioning systems for residential and
commercial new construction projects.
"While residential new construction is not our core business, our
team clearly understands and executes proven processes that
generate results in any type of business," said Mr. Goodrich. "Our
turnaround methodology includes 'start with the exit in mind,'
'harness the talent,' 'develop the blueprint,' 'define the true
potential' and 'accelerate performance.' We were able to save a
company that was on the verge of bankruptcy just 12 months earlier,
return it to profitability and create a successful financial
outcome for the stakeholders. I am most proud of the fact that we
were able to save more than 124 jobs, keep the heritage of the
company alive and position the company for future growth."
Mr. Goodrich is no stranger to creating, acquiring and growing
successful companies throughout the Southwest. With more than 30
years of experience in the HVAC industry, he has helped struggling
businesses regain footing in the marketplace, restore employee and
consumer confidence, and drive growth. Sonoran Air is on track to
expand the scope of services and markets the company serves, and
provide more jobs for the community and career opportunities for
current team members.
"I am excited about the opportunity to lead such a talented team,"
Calderon commented. "For years, production and custom home
builders have known Sonoran for our high installation quality,
consistent construction schedule adherence, volume capacity,
quality service and reasonable prices. I look forward to
continuing and enhancing this reputation for all of our new home
builders, from the largest public companies to small local custom
firms."
Karl Pomeroy, division president of Goodman Manufacturing,
commented, "Ken Goodrich and his team write another turnaround
story. They have done a fantastic job of stabilizing and
preserving one of the top players in the HVAC new construction
market in Arizona."
Greg Jones, district manager for Lennox Industries, commented,
"Sonoran has been a major force in the Arizona RNC market for many
years. It was one of the largest Lennox dealers in North America
during the housing boom. We look forward to furthering our support
of Sonoran's new construction business via Tucson Peach, and
continuing our support of Sonoran's significant installed base of
Lennox customers through service and replacement options with
Goettl."
About US Peach, LLC
US Peach, LLC is a provider of innovative systems and services that
deliver comfort, indoor air & water quality, and intelligent
efficiency for residential & commercial customers. The company
creates value by acquiring established local brands, applying
experienced management talent and implementing proven processes.
Initially focused on companies in the Southwest, US Peach intends
to expand nationally. Current operations are located in Arizona,
Nevada and California, under the brands Goettl Air Conditioning,
The Sunny Plumber, Honeybee AC, Walton's Heating and Air
Conditioning, and The Honest Plumber Heating & Air.
STANDARD REGISTER: Delaware Court Approves Name Change
------------------------------------------------------
At the behest of The Standard Register Company, et al., the U.S.
Bankruptcy Court for the District of Delaware approved the change
of the Debtors' corporate names; and case caption used in the
chapter 11 cases.
The changes will reflect:
Old Company Name New Company Name
---------------- ----------------
The Standard Register Company SRC Liquidation Company
Standard Register Holding Company SR Liquidation Holding Company
Standard Register Technologies, SR Liquidation Technologies,
Inc. Inc.
Standard Register International, SR Liquidation
Inc. International, Inc.
iMedConsent, LLC iMLiquidation, LLC
Standard Register of Puerto Rico SR Liquidation of Puerto
Inc. Rico Inc.
Standard Register Mexico Holding SR Liquidation Mexico
Company Holding Company
Standard Register Holding, S. SR Liquidation Holding, S.
de R.L. de C.V. de R.L. de C.V.
Standard Register de Mexico, SR Liquidation de Mexico, S.
S. de R.L. de C.V. de R.L. de C.V.
Standard Register Servicios, SR Liquidation Servicios, S.
S. de R.L. de C.V. de R.L. de C.V.
Standard Register Technologies SR Liquidation Technologies
Canada ULC Canada ULC
Taylor Corp., one of the U.S.'s largest privately held companies,
on Aug. 3 disclosed that it completed its acquisition of the assets
of Standard Register. The combined company has more than 12,000
employees working in more than 80 companies with operations in 32
states and nine countries.
The Company filed a motion with to change its corporate and
business names, as required under the asset purchase agreement
between Standard Register and Taylor Corp., to become SRC
Liquidation Co.
Taylor was the successful bidder for Standard Register through a
bankruptcy auction held June 19, 2015.
About Standard Register
Standard Register once provided 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 had
operations in all U.S. states and Puerto Rico, and once employed
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 and Jefferies LLC as its exclusive
investment banker.
SULLIVAN INTERNATIONAL: 'Challenge' Period Extended to Sept. 15
---------------------------------------------------------------
A bankruptcy judge has given additional time to Sullivan
International Group Inc.'s official committee of unsecured
creditors to investigate the claims of two of the company's secured
creditors.
U.S. Bankruptcy Judge Laura Taylor last week extended the deadline
for the committee to complete its investigation of and challenge
the claims of Neal Clements and William Ulmer to Sept. 15, 2015.
On May 29 this year, Sullivan International received final approval
from the bankruptcy judge to use the cash collateral of Bridge Bank
N.A.
The May 29 order allowed the committee to investigate and challenge
the claims of secured creditors, including the bank which is owed
more than $5 million.
The court order also approved a deal that allowed Sullivan to use
the cash collateral of Liberty Mutual Insurance Co. The deal
resolved the insurer's prior motion to sequester its cash
collateral and vacate Judge Taylor's April 15 interim order that
allowed Sullivan to use the bank's collateral.
On July 14, Sullivan filed a motion to continue to use Bridge
Bank's collateral in order to pay its employees. The move drew
support from the company's official committee of unsecured
creditors and opposition from the bank, which complained that its
interests in the collateral are not "adequately protected."
On the same day, the company received interim approval from Judge
Taylor to use up to $291,000 to fund payroll for its employees for
the weeks of July 6, July 13, and July 20.
On July 24, the bankruptcy judge issued another order authorizing
Sullivan to use an additional $320,600. In return, the company was
required to make three weekly payments to Bridge Bank, each in the
amount of $150,000, court filings show.
About Sullivan International
Sullivan International Group, Inc., an environmental engineering
provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal.
Case No. 15-02281) in San Diego, California, on April 6, 2015.
Steven E. Sullivan signed the petition as chief executive officer.
The Debtor disclosed total assets of $16.27 million and total Debts
of $17.25 million. James P. Hill, Esq., at Sullivan, Hill, Lewin,
Rez & Engel, APLC, in San Diego, represents the Debtor as counsel.
The U.S. Trustee overseeing the Debtor's bankruptcy case appointed
DeNovo Constructors Inc., Tetra Tech Inc., Park Construction Co.,
Energy Solutions, Wittie Letsche & Waldo LLP, Lawson Environmental
Service, Meyer Construction Inc., Cascade Drilling LP, and McMillin
NTC 903/904 LLC to serve on the official committee of unsecured
creditors. The Committee is represented by Thomas R. Fawkes, Esq.,
and Brian J. Jackiw, Esq., at Goldstein & McClintock LLLP.
SURGERY CENTER: Moody's Retains B3 CFR on SEC Form S-1 Filing
-------------------------------------------------------------
Moody's Investors Service commented that Surgery Center Holding,
Inc.'s filing of Form S-1 with the U.S. Securities and Exchange
Commission on Aug. 17, 2015, indicating the company's intentions of
making a public equity offering, is credit positive. There is no
change to any of Surgery Partners' ratings including the B3
Corporate Family Rating or negative outlook at this time.
TEREX CORP: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed all debt ratings of Terex
Corporation, including the Corporate Family Rating at B1 and
Probability of Default at B1-PD, the senior secured at Ba1, the
senior unsecured at B2. The Speculative Grade Liquidity Rating is
SGL-2. However, the rating outlook for Terex Corporation and for
Terex International Financial Services Company were both changed to
stable from positive. This outlook change reflects the plans to
merge with Konecranes Plc (Konecranes, not rated) in an all-stock
transaction sometime next year, as well as the weak operating
results at most of Terex's operating units.
RATINGS RATIONALE
In changing the rating outlook to stable from positive, Moody's
notes that the merger with Konecranes is not expected to close
until mid-2016, and that the synergies planned will take quite some
time after that to be realized. There could be meaningful
integration challenges in the process, even though the merger is
structured as roughly a merger of equals. That the transaction is
all stock is an important element and supportive of the ratings.
Nonetheless, Moody's believes that Terex's announced share buyback
program, notable in its amount, is large when compared to its
operating income and given the weak performance of a number of its
operating units. Moreover, over 60% of Terex's operating profits
have come from its Aerial Work Platform (AWP) unit, and results
have weakened in the face of a challenging demand environment. Post
the merger with Konecranes, AWP is expected to contribute around
30% of operating income, thereby increasing the reliance on its
weaker units and on other Konecranes operations.
Moody's notes that future performance is highly uncertain given
Terex's weak operating units and the overall difficulty that most
of its business segments have experienced in rebounding since the
economic downturn. Weak demand is the core issue and, in Moody's
view, greater scale will not necessarily result in Terex's
underperforming businesses supporting a higher rating. The combined
entity's credit quality would benefit however if Konecranes'
stand-alone processes and returns help Terex become more efficient
and led to higher returns. Konecranes return on capital employed of
17% for 2014 is considered strong. Moreover, Konecranes has a much
larger services business that enhances returns and improves
maintenance based (recurring) revenues.
The affirmation of Terex' B1 Corporate Family rating reflects is
strong market position, extensive client base, and the high level
of profitability of its AWP unit, as well as the long term
strategic and financial benefits expected from its recently
announced merger with Konecranes. Terex's Debt to EBITDA, while
over 4x for the Last Twelve Months ending June 30, 2015, is
anticipated to continue to improve slowly organically. Even though
Terex has suggested that its merger with Konecranes will be a
deleveraging event, Moody's believes that the benefits from the
merger will take over a year to become apparent. Additional
benefits include strengthen the combined company's market position
and improving cash flow generation.
The ratings could come under pressure or the ratings could be
downgraded if the company's cash flow turned negative, or if Debt
to EBITDA is anticipated to rise and be sustained at about 4.5
times. Contracting sales, inability to show steady improvement with
the struggling business units, a shrinking backlog, or weakening
margins could also create downwards rating pressure. EBITDA to
interest sustained under 2.5 times, could result in a change in
outlook or even the rating if deemed to be weakening further. A
weakening of its liquidity could also create negative ratings
pressure.
The ratings or outlook could be upgraded if the company's leverage
improves and is sustained below 3.5 times and EBITDA to interest
sustained above 3.5 times while improving diversification and
profitability of its businesses. Stable margins in its AWP business
(its best performing unit) would be an important factor in positive
ratings traction. It is also important that the company make
progress turning around its underperforming businesses. Successful
expansion of Konecranes business strategy to provide extensive
services to Terex's traditional businesses could support higher
margins and provide positive ratings traction.
Moody's took the following actions:
Issuer: Terex Corporation:
Ratings Affirmed:
Corporate Family Rating, B1
Probability of Default Rating, B1-PD
Senior Secured Ba1, LGD2
Senior Unsecured, B2, LGD4
Multiple Seniority Shelf Nov 1, 2015, (P)B2
Speculative Grade Liquidity Rating, SGL-2
Issuer: Terex International Financial Services Co.
Ratings Affirmed:
Senior Secured Ba1, LGD2
Outlook Actions:
Issuer: Terex Corporation & Terex International Financial Services
Co.
Outlook, Changed To Stable from Positive
Terex Corporation, headquartered in Westport, CT, is a lifting and
material handling solutions company reporting in five business
segments: Aerial Work Platforms, Construction, Cranes, Material
Handling & Port Solutions and Materials Processing. Terex
manufactures a broad range of equipment for use in various
industries, including the construction, infrastructure,
manufacturing, shipping, transportation, refining, energy, utility,
quarrying and mining industries. Terex offers financial products
and services to assist in the acquisition of Terex equipment
through Terex Financial Services. Terex's reported revenues for the
Latest Twelve Month period through June 30, 2015 of $7 billion,
down from $7.3 billion in 2014 and $7.1 billion in 2013. Konecranes
reported a sales decline to EUR2.0 billion for 2014 from EUR2.1 in
2013.
ZUCKER GOLDBERG: US Trustee Forms Seven-Member Committee
--------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven creditors of Zucker,
Goldberg & Ackerman LLC to serve on an official committee of
unsecured creditors in the Chapter 11 case of Zucker, Goldberg &
Ackerman, LLC:
(1) ServiceLink NLS LLC
1400 Cherrington Parkway
Moon Township, PA 15108
Tel.: (412) 776-2046
Attn: Meghan E. Jones-Rolla
(2) ProVest LLC
4520 Seedling Circle
Tampa, FL 33614
Tel.: (813) 877-2844
Fax: (877) 581-7878
Attn: Matthew Hitchcock
(3) Superior Legal Services Corp.
163 US Highway 130 N.
Bordentown, NJ 08505
Tel.: (609) 291-0300
Fax: (609) 291-1221
Attn: Rose Marie Davis
(4) Signature Information Solutions LLC
300 Phillips Blvd., Suite 400
Trenton, NJ 08618-1427
Tel.: (609) 359-7030
Fax: (609) 530-1693
Attn: Patrick T. Roe
(5) Fortune Title Agency Inc.
39 Woodland Road
Roseland, NJ 07068
Tel.: (973) 226-6555 Ext. 115
Fax: (973) 226-6171
Attn: Nicole Plath
(6) DGR Subpoena & Messenger
Service, Inc. t/a DGR
1359 Littleton Road
Morris Plains, NJ 07950-3000
Tel.: (973) 403-1700 Ext. 210
Fax: (973) 867-3090
Attn: Gerald Colasurdo
(7) Howard Allan Potter Assoc., Inc.
P.O. Box 479
Marlboro, NJ 07746
Tel.: (908) 839-5050
Attn: Howard Allan Potter
The Creditors Committee is represented by:
David J. Adler, Esquire
McCarter & English, LLP
245 Park Avenue
New York, New York 10167
Telephone: (212) 609-6847
Facsimile: (212) 645-1025
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Zucker Goldberg
Zucker, Goldberg & Ackerman, LLC sought Chapter sought Chapter 11
bankruptcy for protection on Aug. 3, 2015 (Bankr. D. N.J., Case No.
15-24585). The petition was signed by Michael S. Ackerman as
managing member. The Debtor reported total assets of $11.5 million
and total liabilities of $53.3 million as of June 30, 2015.
Wasserman, Jurista & Stolz, P.C. serves the Debtor as counsel.
Brown, Moskowitz & Kallen, P.C. acts as the Debtor's litigation
counsel. The Debtor's noticing and balloting agent is BMC Group,
Inc. The case is assigned to Judge Christine M. Gravelle.
[*] Berger Singerman Attorneys Named Bankruptcy Lawyer of the Year
------------------------------------------------------------------
Berger Singerman, Florida's business law firm, on Aug. 18 disclosed
that 25 of the firm's attorneys were recognized in the 2016 edition
of The Best Lawyers in America.
Additionally, Charles H. Lichtman, partner, won Fort Lauderdale
Litigation (Bankruptcy) Lawyer of the Year and Jordi Guso, partner,
won Miami Bankruptcy/Restructuring Lawyer of the Year. The "Lawyer
of the Year" awards are designations given to a select group of
individuals in high-profile specialties in large legal communities.
Only a single attorney per specialty in each community is
honored.
The Berger Singerman attorneys honored as Best Lawyers in America
include: Daniel H. Aronson, Robert W. Barron, Howard J. Berlin,
James. L. Berger, Mitchell W. Berger, Anthony J. Carriuolo, James
C. Cunningham Jr., James D. Gassenheimer, Martin J. Genauer, Jordi
Guso, Donald J. Hayden, Michael J. Higer, Melanie Ann Hines, Nick
Jovanovich, Charles H. Lichtman, Dawn M. Meyers, Daniel D.
Mielnicki, Sheldon S. Polish, S. Daniel Ponce, Samuel E. Poole III,
Brian G. Rich, Leonard K. Samuels, Frank Scruggs, Paul Steven
Singerman, and Daniel H. Thompson.
Since it was first published in 1983, Best Lawyers has become
universally regarded as the definitive guide to legal excellence.
It is based on an exhaustive peer-review survey in which almost
50,000 leading attorneys cast nearly five million votes on the
legal abilities of other lawyers in their practice areas. The
publication now covers almost 70 countries and 137 practice areas,
and Corporate Counsel magazine has called Best Lawyers "the most
respected referral list of attorneys in practice."
Berger Singerman's 25 attorneys recognized by Best Lawyers follows
other prestigious recognition the firm has received this year
including one of Law360's Florida Powerhouses, The National Law
Journal's Midsize Hot List (2014 and 2015), U.S. News & World
Report and Best Lawyers' Best Law Firms, Super Lawyers' 2015
Florida Super Lawyers List, and Chambers USA's 2015 Top Florida Law
Firms.
About Berger Singerman
Berger Singerman LLP -- http://www.bergersingerman.com-- is a
Florida-based business law firm. It has more than 80 attorneys
working out of offices in Boca Raton, Fort Lauderdale, Miami and
Tallahassee. Members of the firm have expertise in all areas of
commercial law, including banking, business reorganization,
corporate securities and M&A, dispute resolution, insurance,
employment law, white collar crime, real estate, environmental and
land use, tax, estate planning, and probate.
[*] Smiley Wang-Ekvall Attorneys Named Best Lawyers in America
--------------------------------------------------------------
Smiley Wang-Ekvall, LLP, a law firm specializing in insolvency,
real estate transactions and business litigation on Aug. 17
announced that three of the firm's partners Evan D. Smiley, Philip
E. Strok and Robert S. Marticello have been named to The Best
Lawyers in America(c) 2016 list.
Best Lawyers(c) is the most trusted and respected peer-review
publication in the legal profession. The distinguished list is
widely regarded by both clients and legal professionals as a
significant honor, awarded to a lawyer by his or her peers. The
three attorneys of Smiley Wang-Ekvall received their designation in
the "Bankruptcy and Creditor-Debtor Rights/Insolvency and
Reorganization Law" practice area. Both Messrs. Smiley and Strok
have been included on the Best Lawyers in America list
consecutively since 2010, while this is the first year Mr.
Marticello has been included on the list.
"Receiving a Best Lawyers in America designation signifies to
clients and legal peers that these attorneys represent the highest
ideals of integrity and qualifications in a particular practice
area," said Lei Lei Wang Ekvall, partner of Smiley Wang-Ekvall,
LLP. "We are especially proud that fellow partners, Evan D.
Smiley, Philip E. Strok, and Robert S. Marticello were selected to
be a part of this distinguished list."
Since the first publication in 1983, Best Lawyers(R) assembles
their list of attorneys by administering extensive peer-review
surveys. Ultimately, thousands of leading lawyers are selected
confidentially to evaluate practicing peers. The current, 22nd
edition of The Best Lawyers in America(c)(2015), is based on
millions of detailed evaluations of lawyers submitted by other
lawyers that is carefully analyzed.
About Best Lawyers
Since it was first published in 1983, Best Lawyers(R) has become
universally regarded as the definitive guide to legal excellence.
Best Lawyers is based on an exhaustive peer-review survey. More
than 52,000 leading attorneys cast more than 5.5 million votes on
the legal abilities of other lawyers in their practice areas.
Lawyers are not required or allowed to pay a fee to be listed;
therefore inclusion in Best Lawyers is considered a singular honor.
Corporate Counsel magazine has called Best Lawyers "the most
respected referral list of attorneys in practice."
About Smiley Wang-Ekvall, LLP
Smiley Wang-Ekvall, LLP -- http://swelawfirm.com-- is an
insolvency, real estate and business litigation firm dedicated to
representing debtors, creditors, creditors' committees, equity
committees, trustees, asset purchasers, professionals and other
parties successfully navigate bankruptcy-related matters.
Headquartered in Costa Mesa and with an office in Los Angeles,
Smiley Wang-Ekvall serves clients locally, regionally and
nationwide.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Stacy L. Danley, II and Stephanie Danley
Bankr. M.D. Ala. Case No. 15-80960
Chapter 11 Petition filed July 22, 2015
In re D&M Diversifed Group Inc.
Bankr. C.D. Cal. Case No. 15-21501
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/cacb15-21501.pdf
Filed Pro Se
In re Plasma Energy Processes, Inc.
Bankr. E.D. Cal. Case No. 15-90717
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/caeb15-90717.pdf
represented by: Michael R. Germain, Esq.
In re Estelle Lopez
Bankr. M.D. Fla. Case No. 15-07502
Chapter 11 Petition filed July 22, 2015
In re Jeffrey Otis Anderson
Bankr. M.D. Fla. Case No. 15-07550
Chapter 11 Petition filed July 22, 2015
In re Armando M. Montero and Limbania Barrios
Bankr. S.D. Fla. Case No. 15-23197
Chapter 11 Petition filed July 22, 2015
In re The C-Room Multiplex Inc.
Bankr. N.D. Ga. Case No. 15-63746
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/ganb15-63746.pdf
represented by: Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
E-mail: paul@paulmarr.com
In re Mazhar H. Asim
Bankr. D. Md. Case No. 15-20212
Chapter 11 Petition filed July 22, 2015
In re Premier Environmental Solutions, LLC
Bankr. E.D. Mich. Case No. 15-50976
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/mieb15-50976.pdf
represented by: Yuliy Osipov, Esq.
OSIPOV BIGELMAN, P.C.
E-mail: yotc_ecf@yahoo.com
In re Sheila K. Stuppy
Bankr. D. Nev. Case No. 15-14202
Chapter 11 Petition filed July 22, 2015
In re GSW Property Group, LLC
Bankr. D.N.J. Case No. 15-23730
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/njb15-23730.pdf
represented by: Bruce E. Baldinger, Esq.
THE LAW OFFICES OF BRUCE BALDINGER, LLC
E-mail: Bbaldinger@aol.com
In re Waldemar Kasriels
Bankr. N.D.N.Y. Case No. 15-11543
Chapter 11 Petition filed July 22, 2015
In re MC Flatbed and Towing Service Inc.
Bankr. W.D.N.Y. Case No. 15-11561
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/nywb15-11561.pdf
represented by: Thomas Denny, Esq.
LAW OFFICE OF THOMAS DENNY
E-mail: tomdennylaw@aol.com
In re Northeast Apartments LLC
Bankr. M.D. Pa. Case No. 15-03097
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/pamb15-03097.pdf
represented by: David F. Dunn, Esq.
E-mail: dunncourtpapers@8uigzone.com
In re Jose Antonio Santiago-Robert
Bankr. D.P.R. Case No. 15-05587
Chapter 11 Petition filed July 22, 2015
In re Caleb Neira Rivera
Bankr. D.P.R. Case No. 15-05590
Chapter 11 Petition filed July 22, 2015
In re Grass4Sale.com, Inc.
Bankr. W.D. Tex. Case No. 15-51757
Chapter 11 Petition filed July 22, 2015
See http://bankrupt.com/misc/txwb15-51757.pdf
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Tucson Fleet Transmission and Transaxle Exchange Corporation
Bankr. D. Ariz. Case No. 15-09260
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/azb15-09260.pdf
represented by: Scott D. Gibson, Esq.
LAW OFFICE OF SCOTT D. GIBSON, PLLC
E-mail: ecf@sdglaw.net
In re Annalysa Sylvie Rayburn
Bankr. C.D. Cal. Case No. 15-13688
Chapter 11 Petition filed July 23, 2015
In re Spotless Cleaners, Inc.
Bankr. C.D. Cal. Case No. 15-12519
Chapter 11 Petition filed July 24, 2015
See http://bankrupt.com/misc/cacb15-12519.pdf
represented by: Marvin Levy, Esq.
LAW OFFICE OF MARVIN LEVY
E-mail: l-levy@sbcglobal.net
In re Brian K. Higgins
Bankr. N.D. Cal. Case No. 15-52426
Chapter 11 Petition filed July 24, 2015
In re Gary Eugene Collins and Sharon Eileen Collins
Bankr. N.D. Cal. Case No. 15-42296
Chapter 11 Petition filed July 23, 2015
In re Nutrition Evolution LLC
Bankr. D. Conn. Case No. 15-21295
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/ctb15-21295.pdf
represented by: James M. Nugent, Esq.
HARLOW, ADAMS, AND FRIEDMAN
E-mail: jmn@quidproquo.com
In re Heritage Truck & Equipment Inc.
Bankr. D. Conn. Case No. 15-31247
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/ctb15-31247.pdf
represented by: James W. Shea, Esq.
JAMES W. SHEA, LLC
E-mail: atty.james@comcast.net
In re Michael James Morris
Bankr. M.D. Fla. Case No. 15-07560
Chapter 11 Petition filed July 23, 2015
In re Coral Island Ventures, Inc.
Bankr. M.D. Fla. Case No. 15-07571
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/flmb15-07571.pdf
Filed Pro Se
In re George J. Meadows, Jr.
Bankr. M.D. Fla. Case No. 15-07576
Chapter 11 Petition filed July 23, 2015
In re G.G. Connections, Inc.
Bankr. N.D. Ill. Case No. 15-25059
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/ilnb15-25059.pdf
represented by: David R. Herzog, Esq.
HERZOG & SCHWARTZ, P.C.
E-mail: drhlaw@mindspring.com
In re Shane M. Carroll and Tonja M. Carroll
Bankr. N.D. Ind. Case No. 15-11768
Chapter 11 Petition filed July 23, 2015
In re Gregg J. Potere and Melissa E. Potere
Bankr. D.N.J. Case No. 15-23823
Chapter 11 Petition filed July 23, 2015
In re Joe's Trucking, LLC, a Domestic Limited Liability Company
Bankr. D.N.M. Case No. 15-11962
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/nmb15-11962.pdf
represented by: William F. Davis, Esq.
E-mail: daviswf@nmbankruptcy.com
In re Cooper Mechanical Contractors, Inc.
Bankr. M.D.N.C. Case No. 15-80805
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/ncmb15-80805.pdf
represented by: Chris A. Kremer, Esq.
KREMER'S HOUSE OF LAW
E-mail: chrisakremer@gmail.com
In re Carolyn Pearce Sabates
Bankr. W.D.N.C. Case No. 15-31155
Chapter 11 Petition filed July 23, 2015
In re Jeffrey L. Dershem
Bankr. E.D. Pa. Case No. 15-15228
Chapter 11 Petition filed July 23, 2015
In re Vazaro Corp.
Bankr. D.P.R. Case No. 15-05629
Chapter 11 Petition filed July 23, 2015
See http://bankrupt.com/misc/prb15-05629.pdf
represented by: Luis D. Flores Gonzalez, Esq.
LUIS D. FLORES GONZALEZ LAW OFFICE
E-mail: ldfglaw@coqui.net
In re Kandala Ram Chary
Bankr. W.D. Tenn. Case No. 15-11662
Chapter 11 Petition filed July 23, 2015
In re Craig J. Walker and Susan Ann Walker
Bankr. D. Colo. Case No. 15-18281
Chapter 11 Petition filed July 24, 2015
In re Nippers USA, LLC
Bankr. M.D. Fla. Case No. 15-03344
Chapter 11 Petition filed July 24, 2015
See http://bankrupt.com/misc/flmb15-03344.pdf
represented by: Adina L. Pollan, Esq.
GILLIS WAY DUNCAN & CAMPBELL, LLP
E-mail: apollan@gillisway.com
In re Robert C. Taylor, Jr.
Bankr. D.N.J. Case No. 15-23939
Chapter 11 Petition filed July 24, 2015
In re Frenchtown Drug Store, Inc.
Bankr. D.N.J. Case No. 15-23943
Chapter 11 Petition filed July 24, 2015
See http://bankrupt.com/misc/njb15-23943.pdf
represented by: Grace Michelle Deon, Esq.
EASTBURN AND GRAY, P.C.
E-mail: GDeon@eastburngray.com
In re James M. Acker and Susan R. Acker
Bankr. D.N.J. Case No. 15-23951
Chapter 11 Petition filed July 24, 2015
In re Michael D. Weinstein
Bankr. S.D.N.Y. Case No. 15-23053
Chapter 11 Petition filed July 24, 2015
In re Empresas Perymar, Inc.
dba Villalba Lumber Yard
Bankr. D.P.R. Case No. 15-05663
Chapter 11 Petition filed July 24, 2015
See http://bankrupt.com/misc/prb15-05663.pdf
represented by: Modesto Bigas Mendez, Esq.
BIGAS & BIGAS
E-mail: modestobigas@yahoo.com
In re Ultimate Management, LLC
Bankr. M.D. Pa. Case No. 15-03150
Chapter 11 Petition filed July 26, 2015
See http://bankrupt.com/misc/pamb15-03150.pdf
represented by: John J. Martin, Esq.
LAW OFFICES JOHN J. MARTIN
E-mail: jmartin@martin-law.net
In re C&W Towing and Recovery, LLC
Bankr. D.S.C. Case No. 15-03921
Chapter 11 Petition filed July 26, 2015
See http://bankrupt.com/misc/scb15-03921.pdf
represented by: Robert H. Cooper, Esq.
THE COOPER LAW FIRM
E-mail: thecooperlawfirm@thecooperlawfirm.com
In re Todd B. Caton
Bankr. M.D. Ala. Case No. 15-32008
Chapter 11 Petition filed July 27, 2015
In re Bananas, LLC
Bankr. D. Ariz. Case No. 15-09369
Chapter 11 Petition filed July 27, 2015
See http://bankrupt.com/misc/azb15-09369.pdf
represented by: Scott D. Gibson, Esq.
LAW OFFICE OF SCOTT D. GIBSON, PLLC
E-mail: ecf@sdglaw.net
In re Cousins, Inc.
Bankr. D. Ariz. Case No. 15-09378
Chapter 11 Petition filed July 27, 2015
See http://bankrupt.com/misc/azb15-09378.pdf
represented by: Scott D. Gibson, Esq.
LAW OFFICE OF SCOTT D. GIBSON, PLLC
E-mail: ecf@sdglaw.net
In re Brooke L. Harriman and Gay A. Harriman
Bankr. W.D. Ark. Case No. 15-71907
Chapter 11 Petition filed July 27, 2015
In re Carol J. Rothermel
Bankr. D. Conn. Case No. 15-51042
Chapter 11 Petition filed July 27, 2015
In re Mi Casa of Poinciana LLC
Bankr. M.D. Fla. Case No. 15-06462
Chapter 11 Petition filed July 27, 2015
See http://bankrupt.com/misc/flmb15-06462.pdf
Filed Pro Se
In re Jacob 17 LLC
Bankr. S.D. Fla. Case No. 15-23408
Chapter 11 Petition filed July 27, 2015
See http://bankrupt.com/misc/flsb15-23408.pdf
represented by: Joel M. Aresty, Esq.
JOEL M. ARESTY, P.A.
E-mail: aresty@mac.com
In re Rotelli Mission Bay, Inc.
dba Rotelli Pizza & Pasta: Mission Bay
Bankr. S.D. Fla. Case No. 15-23434
Chapter 11 Petition filed July 27, 2015
See http://bankrupt.com/misc/flsb15-23434.pdf
represented by: Matthew S. Kish, Esq.
KISH LAW FIRM, PLLC
E-mail: matt@kish-law.com
In re Washington Estates, LLC
Bankr. D.N.J. Case No. 15-24045
Chapter 11 Petition filed July 27, 2015
See http://bankrupt.com/misc/njb15-24045.pdf
represented by: Michael Sapio, Esq.
In re John Colaneri
Bankr. D.N.J. Case No. 15-24055
Chapter 11 Petition filed July 27, 2015
In re Anthony G. Carrino
Bankr. D.N.J. Case No. 15-24056
Chapter 11 Petition filed July 27, 2015
In re Silverhawk Inc.
dba Lower Sacramento Chevron
Bankr. E.D. Cal. Case No. 15-25930
Chapter 11 Petition filed July 28, 2015
See http://bankrupt.com/misc/caeb15-25930.pdf
represented by: Sunita Kapoor, Esq.
In re Brandon Geoffrey Casten
Bankr. M.D. Fla. Case No. 15-07704
Chapter 11 Petition filed July 28, 2015
In re Dendon, Inc.
Bankr. N.D. Ga. Case No. 15-64106
Chapter 11 Petition filed July 28, 2015
See http://bankrupt.com/misc/ganb15-64106.pdf
represented by: M. Denise Dotson, Esq.
M. DENISE DOTSON, LLC
E-mail: ddotsonlaw@me.com
In re Todd A. Swenning
Bankr. N.D. Okla. Case No. 15-11408
Chapter 11 Petition filed July 28, 2015
In re George A. Spruill
Bankr. E.D. Va. Case No. 15-72583
Chapter 11 Petition filed July 28, 2015
In re Leonard J. Kronen
Bankr. M.D. Fla. Case No. 15-07761
Chapter 11 Petition filed July 29, 2015
In re Hazcode, Inc.
Bankr. N.D. Ga. Case No. 15-11624
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/ganb15-11624.pdf
represented by: Griffin E. Howell, III, Esq.
GRIFFIN E. HOWELL, III & ASSOCIATES, LTD
E-mail: newhow@bellsouth.net
In re Armato Paving, Inc.
Bankr. N.D. Ill. Case No. 15-25824
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/ilnb15-25824.pdf
represented by: Richard G. Larsen, Esq.
SPRINGER BROWN, LLC
E-mail: rlarsen@springerbrown.com
In re North Meridian Hardware, LLC
Bankr. S.D. Ind. Case No. 15-06443
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/insb15-06443.pdf
represented by: David R. Krebs, Esq.
TUCKER, HESTER, BAKER & KREBS
E-mail: dkrebs@thbklaw.com
In re The Crew Family Restaurant and Bakery LLC
Bankr. W.D. Mich. Case No. 15-04291
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/miwb15-04291.pdf
represented by: Kerry D. Hettinger, Esq.
KERRY HETTINGER, PLC
E-mail: khett57@hotmail.com
In re Bonnie L. Kail Irrevocable Trust
Bankr. D. Minn. Case No. 15-60390
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/mnb15-60390.pdf
represented by: Belvin Doebbert, Esq.
DOEBBERT LAW OFFICES
E-mail: belvin@doebbertlaw.com
In re Nostrand Management Corp.
Bankr. E.D.N.Y. Case No. 15-43483
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/nyeb15-43483.pdf
represented by: Robert J. Spence, Esq.
SPENCE LAW OFFICE, P.C.
E-mail: rspence@spencelawpc.com
In re David A. Mayer
Bankr. E.D.N.Y. Case No. 15-73216
Chapter 11 Petition filed July 29, 2015
In re Mats Group, Inc.
Bankr. E.D.N.Y. Case No. 15-73228
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/nyeb15-73228.pdf
Filed Pro Se
In re Newark Downtown Center, Inc.
Bankr. S.D. Ohio Case No. 15-54923
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/ohsb15-54923.pdf
represented by: Timothy M. Cooper, Esq.
MORROW, GORDON & BYRD, LTD.
E-mail: tcooper@mgbohiolaw.com
In re Soft Properties, Inc.
Bankr. S.D. Ohio Case No. 15-54927
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/ohsb15-54927.pdf
represented by: Timothy M. Cooper, Esq.
MORROW, GORDON & BYRD, LTD.
E-mail: tcooper@mgbohiolaw.com
In re III Tomato, Inc.
Bankr. W.D. Pa. Case No. 15-22714
Chapter 11 Petition filed July 29, 2015
See http://bankrupt.com/misc/pawb15-22714.pdf
represented by: Robert O. Lampl, Esq.
E-mail: rol@lampllaw.com
In re JHA & Associates
Bankr. N.D. Ill. Case No. 15-25925
Chapter 11 Petition filed July 30, 2015
See http://bankrupt.com/misc/ilnb15-25925.pdf
Filed Pro Se
In re TLC Education Foundation
Bankr. D. Minn. Case No. 15-42673
Chapter 11 Petition filed July 30, 2015
See http://bankrupt.com/misc/mnb15-42673.pdf
represented by: John D. Lamey, III, Esq.
LAMEY LAW FIRM, P.A.
E-mail: bankrupt@lameylaw.com
In re Dekada Corporation d/b/a El Mexicano II
Bankr. D.N.J. Case No. 15-24329
Chapter 11 Petition filed July 30, 2015
See http://bankrupt.com/misc/njb15-24329.pdf
represented by: Milica A. Fatovich, Esq.
HOOK & FATOVICH, LLC
E-mail: mfatovich@hookandfatovich.com
In re 1151 Loring Avenue LLC
Bankr. E.D.N.Y. Case No. 15-43492
Chapter 11 Petition filed July 30, 2015
See http://bankrupt.com/misc/nyeb15-23492.pdf
Filed Pro Se
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2015. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***