/raid1/www/Hosts/bankrupt/TCR_Public/150914.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, September 14, 2015, Vol. 19, No. 257
Headlines
3B ENGINEERING: Case Summary & 12 Largest Unsecured Creditors
ABB/CON-CISE OPTICAL: S&P Affirms 'B' CCR & Rates 1st Lien Loans 'B
ANYTIME WASTE: Case Summary & 20 Largest Unsecured Creditors
BEACON ROOFING: Moody's Assigns First Time B1 CFR, Outlook Stable
BEACON ROOFING: S&P Assigns BB- CCR & Rates $450MM Term Loan BB+
BON-TON STORES: Gabelli Funds, et al., Report 10.7% Equity Stake
BOOMERANG TUBE: Wants Removal Deadline Moved to Jan. 4
BTB CORP: Has Until Sept. 14 to File Ch. 11 Plan, Disclosures
CENTURYLINK INC: S&P Affirms 'BB' Corporate Credit Rating
CHRYSLER GROUP: Wins Partial Summary Judgment Against Eagle
CLOUD PEAK: Coal Industry Woes Pull Moody's Sr. Unsec. Rating to B2
CONSOL ENERGY: Moody's Lowers Corp. Family Rating to 'B1'
CORPORATE RESOURCE: Wants TSE Trustee's Omnibus Objections Denied
DETROIT COMMUNITY: S&P Puts 'B-' Bonds Rating on Watch Negative
DEWEY & LEBOEUF: Case Against Former Execs Goes to Jury
DUNE ENERGY: Seitel Objects to Assignment of Licensing Agreement
ECOSPHERE TECHNOLOGIES: William Brisben Reports 28% Stake
FREESEAS INC: Sells $600,000 Convertible Note to Casern
GLOBAL COMPUTER: Bid to Amend DA Employment Order Denied
GLOBAL COMPUTER: Michael S. Frisch OK'd as Consultant and Witness
GLOBAL COMPUTER: Miles & Stockbridge OK'd as Bankruptcy Counsel
GLYECO INC: Appoints KMJ Corbin as New Accountants
GT ADVANCED: Wants Exclusive Periods Extended Until October 15
HAGGEN HOLDINGS: $215MM Financing From PNC Has Court's Interim Nod
HAGGEN HOLDINGS: Proposes KCC as Claims and Noticing Agent
HAGGEN HOLDINGS: Seeks Authority to Pay $36.2MM to Critical Vendors
HAGGEN HOLDINGS: Seeks Joint Administration of Ch. 11 Cases
HANSON BUILDING: S&P Affirms 'B' CCR, Outlook Stable
HEALTH DIAGNOSTIC: Court Denies BB&T's Bid to Stay DIP Order
HEALTH DIAGNOSTIC: Has Further Interim Cash Use Authority
HEALTH DIAGNOSTIC: Sept. 16 Hearing on Lab Operations Sale
HEALTH DIAGNOSTIC: Wants Removal Deadline Moved to March 2016
HORNED DORSET: Bennazar Garcia Okayed to Handle State Court Suits
INDIAN CAPITOL: Court Sustains Objection to Mataya Sentencing
INTERNATIONAL MANAGEMENT: IRS Wins Judgment Against Bakers
KU6 MEDIA: Songhua Zhang Resigns as Director
LAURA GENS: Wells Fargo's Bid to Impose Bar to Refiling Denied
LUCA INTERNATIONAL: Amends List of 20 Largest Unsecured Creditors
LUCA INTERNATIONAL: Hoover Slovacek Approved as Bankruptcy Counsel
LUCA INTERNATIONAL: Nov. 23 Set as Claims Bar Date
MEDIA GENERAL: Moody's Retains Ratings Over Meredith Corp. Deal
MIDWAY GOLD: Commonwealth Bank Balks at RBC Dominion Employment
MIDWAY GOLD: Creditors Have Until Sept. 21 to File Proofs of Claim
MIDWAY GOLD: Epiq Bankruptcy OK'd as Claims and Balloting Agent
MIDWAY GOLD: Proposes Up to $369K in Bonuses to 7 Employees
MIDWAY GOLD: US Unit Okayed as Foreign Representative
MOLYCORP INC: U.S. Trustee to Continue 341 Meeting on Sept. 18
MUSCLEPHARM CORP: Final Settlement with SEC Approved
NEW YORK MILITARY: Bankruptcy Auction Scheduled for September 30
NEWZOOM INC: Case Summary & 20 Largest Unsecured Creditors
NEWZOOM INC: Files for Chapter 11 Bankruptcy
NEWZOOM INC: Wants to Obtain $3.7-Mil. DIP Financing
NIRVANA INC: Wants Exclusive Periods Extended Until January 29
NN INC: Moody's Affirms 'B2' CFR & Rates New Secured Loans 'Ba3'
NNN MET: Files Schedules of Assets and Liabilities
NRAD MEDICAL: Lender Seeks Additional Adequate Protection
NRAD MEDICAL: No Need for PCO Appointment, Court Rules
O.W. BUNKER: Needs Until Sept. 30 to File a Plan
PARKWAY ADVENTIST: Taps Preti Flaherty as Special Counsel
PIER 1 IMPORTS: Moody's Confirms B1 CFR, Outlook Altered to Pos.
PLEASE TOUCH MUSEUM: Case Summary & 20 Top Unsecured Creditors
PLEASE TOUCH MUSEUM: Files for Chapter 11 to Restructure Debt
PLEASE TOUCH MUSEUM: Reaches Settlement with Bondholders
PLEASE TOUCH MUSEUM: Wants 31-Day Extension to File Schedules
QUEBECOR MEDIA: Moody's Says $500MM Share Buyback "Credit Negative"
QUIKSILVER INC: Asks Court to Enforce Automatic Stay
QUIKSILVER INC: Proposes KCC as Claims and Noticing Agent
QUIKSILVER INC: S&P Lowers CCR to 'D' on Ch. 11 Bankruptcy Plan
QUIKSILVER INC: Seeks Joint Administration of Ch. 11 Cases
QUIKSILVER INC: Wants to Pay $52-Mil. to Critical Vendors
RADIOSHACK CORP: Settles Gift Cards Dispute with Committee, Texas
REED AND BARTON: Auctioneers Prepare to Sell Silver Antiques
RELATIVITY MEDIA: Heatherden Securities Appeals Auction Approval
RESEARCH SOLUTIONS: Posts $774,000 Net Income for Fiscal 2015
REXFORD PROPERTIES: USF&G Allowed to Prosecute State Court Suit
RIENZI & SONS: Has Until Oct. 1 to File Chapter 11 Plan
RUFFING CARE: Case Summary & 20 Largest Unsecured Creditors
S.T.J. HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
SAEXPLORATION HOLDINGS: S&P Raises CCR to 'B-', Outlook Negative
SAINT MICHAEL'S MEDICAL: 341 Creditors' Meeting Set for Sept. 16
SAINT MICHAEL'S MEDICAL: U.S. Trustee Forms 7-Member Committee
SALVADOR CONSTRUCTION: Files For Chapter 7 Bankruptcy
SB PARTNERS: SRE Clearing Services Owns 40% of Units
SEARS HOLDINGS: Enters Into Plan Protection Arrangement with PBGC
SIGNAL INT'L: Wants to Pursue Appeal in Max Specialty Dispute
SOPHIA LP: Moody's Assigns B3 CFR & Rates Secured Loans B2
SOPHIA LP: S&P Revises Outlook to Negative & Rates Secured Loans B+
SOUNDVIEW ELITE: Ch. 11 Trustee, Patterson Belknap Ink Settlement
STARDUST FINANCE: Moody's Retains B2 CFR on $240MM Add-on Loan
STATE FISH: Court Approves Settlement with Shareholders
STATE FISH: QSR APA Amended to Modify Minimum Initial Bid
SUNNYLAND FARMS: $108K Allowed in Capussi's Claim
TEMPUR SEALY: Better Housing Market Lifts Moody's CFR to Ba3
VIDEOTRON LTEE: Moody's Rates New $375MM Sr. Unsecured Notes 'Ba2'
WENNER MEDIA: Moody's Keeps B3 CFR Amid Low Ads, Rolling Stone News
WESTMORELAND COAL: To Issue 500,000 Shares Under Savings Plan
WILLIAM PRIOR: Bank's Bid for Post-Petition Attorney's Fees Denied
XPO LOGISTICS: Moody's Puts B1 Corp. Family Rating Under Review
[^] BOND PRICING: For the Week From Sept. 7 to 11, 2015
*********
3B ENGINEERING: Case Summary & 12 Largest Unsecured Creditors
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Debtor: 3B Engineering, LLC
4620 S. Arville Street, Ste. G
Las Vegas, NV 89103
Case No.: 15-15212
Chapter 11 Petition Date: September 10, 2015
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. August B. Landis
Debtor's Counsel: Charles T. Wright, Esq.
PIET & WRIGHT
777 N. Rainbow Blvd. Ste. 390
Las Vegas, NV 89107
Tel: (702) 566-1212
Fax: (702) 566-4833
Email: todd@pietwright.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Raymond E. Brannen, president.
A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-15212.pdf
ABB/CON-CISE OPTICAL: S&P Affirms 'B' CCR & Rates 1st Lien Loans 'B
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Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Coral Springs, Fla.-based ABB/Con-Cise Optical
Group LLC and revised the outlook to negative from stable.
S&P also assigned its 'B' issue rating to the company's proposed
$500 million first-lien credit facilities (consisting of a $100
million five year revolver and $400 million seven year term loan)
with a recovery rating of '3', indicating that creditors could
expect meaningful (50% to 70%, at the lower half of the range)
recovery in the event of a payment default.
At the same time, S&P assigned its 'CCC+' issue rating to the
proposed $150 million eight year second lien term loan, with a
recovery rating of '6', indicating that creditors could expect
negligible (0% to 10%) recovery in the event of a payment default.
S&P's ratings assume the transaction closes on substantially the
terms presented to S&P. S&P will withdraw its 'B+' issue rating on
ABB's existing bank credit facility following its repayment. Debt
outstanding pro forma for the proposed transaction is
$550 million.
"We believe ABB will reduce its ratio of debt to EBITDA to below 7x
over the next 12 months through debt repayment and EBITDA growth,
partly reflecting the non-recurrence of certain strategic
initiatives," said Standard & Poor's credit analyst Kim Logan.
However, the negative outlook reflects ABB's reduced financial
flexibility and credit ratio deterioration that will occur as a
result of the increased leverage. The negative outlook also
reflects the company's decision to pay a dividend despite potential
litigation threats. It is S&P's understanding that plaintiffs'
lawyers are seeking class action certification for a suit against
the four major contact lens manufacturers, claiming the
manufacturers and ABB conspired to artificially raise retail
contact lens prices over the last few years."
Standard & Poor's ratings on ABB reflect the company's ownership by
a financial sponsor, its narrow business focus, its vulnerability
to decisions made by the four major contact lens suppliers, and the
ability of customers to switch distributors fairly easily. The
ratings also reflect the company's solid 40% share of the wholesale
contact lens distribution market, including over 70% of the
independent eye care professional (ECP) segment; its participation
in an industry with stable end-user demand and satisfactory growth
prospects; the potential to add more customers and leverage its
existing distribution centers; and its low capital expenditure
requirements.
ANYTIME WASTE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Anytime Waste Systems, LLC
dba In 'N Out Services
dba In 'N Out II Portable Restroom Service
dba In 'N Out Dumpster Service
dba U.S. Dumpster Services
4184 Reservoir Avenue
Louisville, KY 40213
Case No.: 15-32947
Chapter 11 Petition Date: September 10, 2015
Court: United States Bankruptcy Court
Western District of Kentucky (Louisville)
Judge: Hon. Thomas H. Fulton
Debtor's Counsel: James Edwin McGhee, III, Esq.
SEILLER WATERMAN LLC
462 S. Fourth Street, 22nd Floor
Louisville, KY 40202
Tel: 502-584-7400
Fax: 502-583-2100
Email: mcghee@derbycitylaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Craig Perkins, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb15-32947.pdf
BEACON ROOFING: Moody's Assigns First Time B1 CFR, Outlook Stable
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Moody's Investors Service assigned a first-time B1 Corporate Family
Rating and B1-PD Probability of Default Rating to Beacon Roofing
Supply, Inc., a national distributor of roofing supplies and
exterior building products, following the company's announcement
that it is acquiring Roofing Supply Group ("RSG"). In a related
rating action, Moody's assigned a B2 rating to the proposed $450
million senior secured term loan maturing 2022, and a B3 rating to
the proposed $300 million senior unsecured notes due 2023. Moody's
also assigned a SGL-2 Speculative Grade Liquidity Rating. The
rating outlook is stable.
Beacon is acquiring RSG from affiliates of Clayton, Dubilier &
Rice, LLC for approximately $1.1 billion, excluding transaction and
related fees, financed by a combination of $291 million in new
Beacon stock and options, and cash funded predominately from debt.
Beacon's new debt capital structure will consist of a $700 million
asset-based senior secured revolving credit facility expiring 2020
(unrated), of which $350 million will be used for the acquisition,
a $450 million senior secured term loan, $300 million of senior
unsecured notes, and approximately $53 million in equipment
financing facilities.
The following ratings/assessments are affected by this action:
Corporate Family Rating assigned B1;
Probability of Default Rating assigned B1-PD;
Senior Secured Term Loan maturing 2022 assigned B2 (LGD4);
Senior Unsecured Notes due 2023 assigned B3 (LGD5); and,
Speculative Grade Liquidity Rating assigned SGL-2.
The rating outlook is stable.
RATINGS RATIONALE
Beacon's B1 Corporate Family Rating results from the company's
leveraged capital structure following the acquisition of RSG.
Balance sheet debt will escalate significantly to approximately
$1.2 billion at closing from about $290 million, resulting in
Moody's adjusted debt-to-EBITDA in the 5.0x -- 5.25x range on a pro
form basis from 2.4x at 3Q15. With the prospects of operating
improvement, and reduced borrowings under Beacon's revolving credit
facility, key debt credit metrics will improve. As a result we
project adjusted leverage approaching 4.0x by FYE16. Also, Moody's
estimates free cash flow-to-debt approaching 5.0% over the next 12
-- 18 months due to higher earnings, better working capital
management and low capital expenditure needs. A significant risk is
that debt reduction from excess free cash flow does not materialize
as this would slow the improvement in credit metrics. The
integration of the combined entities could fall short of
expectations, delaying the realization of anticipated cost
synergies. Beacon indicated that it has the potential to achieve
$50 million in cost synergies over the next three years, partially
offset by one-time cash payments of $25 million of which most is to
be incurred in the first twelve months after close.
Offsetting Beacon's leveraged capital structure is Moody's
expectation for gradual improvement in adjusted EBITDA margins,
approaching 8% over the next 12 to 18 months due to mainly
increased volumes, some higher pricing, and savings from synergies
from 7% for LTM 3Q15. Despite the large amount of pro forma balance
sheet debt and related interest expense, Moody's expects interest
coverage, measured as (EBITDA-CAPEX)-to-interest expense, could
exceed 4.25x over the next 12 to 18 months (all ratios incorporate
Moody's standard adjustments). Beacon is benefiting from the
currently low interest rate environment for its debt.
Beacon's business profile is a credit strength. It is currently
benefiting from strong repair and remodeling activity, the main
driver of its revenues. The acquisition of RSG expands Beacon's
presence throughout the US and Canada to 356 branches at closing
from 273 locations, though Moody's anticipates some branch closures
due to overlapping sites. Nevertheless, revenues will be derived
more from the South Central and Southwest of the United States, two
areas of anticipated population growth, and less from the
Northeast.
The SGL-2 Speculative Grade Liquidity Rating results from Moody's
view that Beacon will maintain a good liquidity profile over the
next 12 months. Beacon's good liquidity profile provides financial
flexibility to meet potentially higher seasonal demand, to satisfy
its debt service requirements over the next 12-15 months, and to
integrate RSG. Beacon's liquidity is supported by its ability to
generate free cash flow throughout the year, ample revolver
availability, the absence of any debt maturities beyond modest 1%
required annual term loan amortization until the revolver matures
in 2020, the absence of financial maintenance covenants on the term
loan, and Moody's view that availability will not decline below the
10% level that would trigger the springing minimum fixed charge
ratio in the revolver.
The stable rating outlook reflects Moody's view that the
integration of RSG will proceed smoothly, operating performance
will improve and free cash flow will be used for debt reduction,
resulting in adjusted debt-to-EBITDA leverage approaching 4.0x by
fiscal year-end 2016.
The B2 rating assigned to the senior secured term loan due 2022 is
one notch below the Corporate Family Rating, due its effective
subordination to the company's proposed $700 million asset-based
revolving credit facility per Moody's Loss Given Default model. The
high level of borrowings under the revolver to consummate the
acquisition of RSG reduces the amount of collateral and recovery
values to which holders of the secured term loan have access. The
term loan will be secured by a first lien on predominately all of
Beacon's assets not pledged to secure the asset-based revolving
credit facility. It will also have a second lien on the assets
securing the revolver on a first lien basis, consisting of cash,
accounts receivable and inventory. The term loan is guaranteed by
Beacon's domestic subsidiaries. It also benefits from $300 million
of junior unsecured capital, which would absorb the first losses in
a recovery scenario.
The B3 rating assigned to the senior unsecured notes due 2023 is
two notches below the Corporate Family Rating, reflecting its
position as the junior-most debt in the capital structure and the
effective subordination to about $1.2 billion of senior secured
committed credit facilities. The notes will be guaranteed by
Beacon's domestic subsidiaries.
Moody's does not expect to upgrade Beacon's ratings over the
intermediate term due to the company's elevated debt leverage.
However, if the company benefits from operating efficiencies,
growth in its end markets, and reduces debt with free cash flow,
validating our projections and resulting in the following credit
metrics (ratios include Moody's standard adjustments) and
characteristics:
- Debt-to-EBITDA sustained below 4.0x (5.0x -- 5.25x pro forma)
- Improvement in the company's liquidity profile
Negative rating actions could occur if Beacon's operating
performance falls below our expectations, resulting in the
following credit metrics (ratios include Moody's standard
adjustments) and characteristics:
- Debt-to-EBITDA remaining above 5.0x
- Deterioration in the company's liquidity profile
- Failure to reduce revolver borrowings
- Large shareholder distributions or stock buybacks
Beacon Roofing Supply, Inc., headquartered in Herndon, VA, is one
of largest national distributors of roofing supplies and exterior
building products in the US. Clayton, Dubilier & Rice, through its
affiliates, will be Beacon's largest shareholder and own
approximately 15% of Beacon once the acquisition of Roofing Supply
Group, LLC ("RSG") is completed. Revenues on a pro forma basis for
the 12 months through June 30, 2015 totaled approximately $3.6
billion.
The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 2011.
BEACON ROOFING: S&P Assigns BB- CCR & Rates $450MM Term Loan BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to Beacon Roofing Supply Inc. The rating
outlook is stable.
At the same time, Standard & Poor's assigned its 'BB+' issue-level
rating (two-notches higher than the corporate credit rating) to the
company's proposed $450 million term loan due 2022 and its 'B+'
issue-level rating (one-notch lower than the corporate credit
rating) to the company's proposed $300 million senior unsecured
notes due 2023. The recovery rating on the term loan is '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for lenders in the event of a payment default. The recovery rating
on the senior unsecured notes is '5', indicating S&P's expectation
of modest (10% to 30%, high end of the range) recovery for lenders
in the event of a payment default.
"The stable outlook on Beacon Roofing Supply reflects our
expectation that Beacon will continue to exhibit credit measures
commensurate with an aggressive financial risk profile, with debt
to EBITDA ratio of between 3.5x and 5x and FFO to debt of 12% to
20% over the next 12 to 24 months," said Standard & Poor's credit
analyst Pablo Garces. "The outlook further reflects our belief
that Beacon will maintain adequate liquidity over the next 12
months."
S&P could raise its corporate credit rating on Beacon if the
increase in new home construction and repair and remodeling
spending is significantly greater than expected, causing a spike in
EBITDA and current leverage to improve to and be sustained in the
mid-3x area. Combined with an increase in FFO to debt of more than
20%, this could cause S&P to reassess Beacon's financial risk
profile as "significant." The same leverage measures could result
from a sooner- or greater-than-expected impact with regard to
synergies achieved through Beacon's acquisition of Roofing Supply
Group. Specifically, a positive impact on margins of at least 60
basis points would have the potential to lower Beacon's leverage
measures over the next 24 months.
A downgrade is less likely in the next 12 months, given S&P's
favorable outlook for home construction and reroofing spending.
However, S&P could take such an action if the U.S. housing recovery
stalls or the company experiences difficulties in integrating its
acquisition(s), increasing operational costs, and EBITDA falls in
excess of 15% below our trailing 12 month forecast, causing
leverage to increase above 5x. This could also occur in a
recessionary environment with a decline of at least 100 basis
points in gross margins. However, S&P's economists only place a
10% to 15% probability on a new recession.
BON-TON STORES: Gabelli Funds, et al., Report 10.7% Equity Stake
----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, the following reporting persons disclosed that they
own, in the aggregate, 1,930,655 shares of common stock of The
Bon-Ton Stores, Inc., representing 10.73% of the approximately
17,996,099 shares outstanding as reported in the Issuer's most
recently filed Form 10-Q for the quarterly period ended May 2,
2015:
Shares of Percent of
Name Common Stock Classs
------------- ------------- ----------
Gabelli Funds, LLC 625,000 3.47%
GAMCO Asset Management Inc. 688,900 3.83%
Teton Advisors, Inc. 616,755 3.43%
A copy of the regulatory filing is available for free at:
http://is.gd/P7sVQW
About Bon-Ton Stores
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in 26
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates. The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings. For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com/
Bon-Ton Stores reported a net loss of $6.97 million on $2.75
billion of net sales for the fiscal year ended Jan. 31, 2015,
compared to a net loss of $3.55 million on $2.77 billion of net
sales for the fiscal year ended Feb. 1, 2014. The Company reported
a net loss of $21.6 million for the fiscal year ended Feb. 2,
2013.
As of Aug. 1, 2015, Bon-Ton Stores had $1.6 billion in total
assets, $1.58 billion in total liabilities and total shareholders
equity of $15.52 million.
* * *
As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from
'Caa1' and its Probability of Default Rating to 'B3-PD' from
'Caa1-PD'.
"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.
As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on Bon-Ton
Stores.
BOOMERANG TUBE: Wants Removal Deadline Moved to Jan. 4
------------------------------------------------------
Boomerang Tube, LLC, a Delaware limited liability company, et al.
ask the United States Bankruptcy Court for the District of Delaware
for an extension of the period within which the Debtors may remove
actions pursuant to 28 U.S.C. Section 1452 through and including
January 4, 2016.
The removal deadline was set to expire September 4.
In its Motion, the Debtors explained that they are not yet in a
position to undertake a thorough analysis of the Actions or develop
a strategy with respect to whether they should remove any of the
actions. The Debtors believe that the proposed extension of time in
this motion will enable the Debtors to conduct their review of the
Actions and make decisions concerning removal where appropriate. If
the extension is not granted, the Debtors believe that they will
not have sufficient time to consider adequately whether removal of
each of the Actions is necessary. It is necessary, prudent and in
the best interests of the Debtors, their estates and creditors.
A hearing on the extension request is set for September 21, 2015 at
10:30 a.m. and the Objection deadline is September 11, 2015 at 4:00
p.m.
About Boomerang Tube
Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States. OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing. Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets. With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America. Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.
Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to 100%
of the common stock of the reorganized company.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.
Boomerang Tube has secured approval of its Amended Disclosure
Statement in support of its Joint Prearranged Chapter 11 Plan dated
Aug. 13, 2015. The hearing to confirm the Plan will commence on
Sept. 21, 2015 at 10:30 a.m. (prevailing Eastern Time).
The Joint Prearranged Plan reduces the Debtors' funded debt
obligations by converting approximately $214 million in
outstanding
principal of Term Loan Facility obligations into (i) 100% of the
New Holdco Common Stock (subject to dilution for (1) the payment
of
the Exit Term Facility Backstop Fee and the Exit Term Facility
Closing Fee in the aggregate equal to collectively 20% of the New
Holdco Common Stock as of the closing date of the Exit Term
Facility and (2) issuances of equity under a management incentive
plan not to exceed 5% of the total outstanding equity of New
Holdco) and (ii) $55 million of subordinated secured notes issued
by New Opco. The Plan provides that New Holdco will hold 100% of
the New Opco Common Units. Holders of Allowed General Unsecured
Claims will receive their pro rata share of the GUC Trust Proceeds
allocated to holders of General Unsecured Claims in accordance
with
the GUC Trust Waterfall.
A copy of the Amended Disclosure Statemet is available at:
http://is.gd/DEXT81
BTB CORP: Has Until Sept. 14 to File Ch. 11 Plan, Disclosures
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico,
according to minutes of hearing held on Aug. 5, 2015, directed BTB
Corporation to file the Chapter 11 Plan and explanatory Disclosure
Statement by Sept. 14, 2015. The hearing on approval of the
Disclosure Statement is scheduled for Oct. 28, 2015, at 9:00 a.m.
About BTB Corporation
BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case
No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015.
Samuel Lizardi signed the petition as interim president. The
Debtor disclosed total assets of $16.5 million and total
liabilities of $13.2 million.
BTB said it sought bankruptcy protection as it is unable to meet
obligations as they mature, and creditors are threatening suit and
have threatened to undertake steps to obtain possession of its
assets.
The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law
Offices, LLC, as its counsel.
CENTURYLINK INC: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue level
and '1' recovery rating to Qwest Corp.'s proposed senior notes
(undetermined amount) due 2055. The '1' recovery rating indicates
S&P's expectation for very high (90%-100%) recovery in the event of
a payment default.
The company will use net proceeds to redeem the outstanding $250
million of senior notes due 2026 at Qwest Corp. and refinance a
portion of the $1.0 billion of senior notes due 2033 at Qwest Corp.
S&P does not expect the transaction to affect key credit metrics,
including its expectation for consolidated leverage to be in the
high-3x area over the next few years.
Qwest Corp. is a wholly owned subsidiary of Monroe, La.-based
telecommunications service provider CenturyLink Inc. S&P's
corporate credit rating on CenturyLink is 'BB' with a stable
outlook.
RATINGS LIST
CenturyLink Inc.
Corporate Credit Rating BB/Stable/--
New Rating
Qwest Corp.
Senior Notes due 2055 BBB-
Recovery Rating 1
CHRYSLER GROUP: Wins Partial Summary Judgment Against Eagle
-----------------------------------------------------------
Judge Avern Cohn of the United States District Court for the
Eastern District of Michigan, Southern Division, granted the motion
for summary judgment filed by FCA US LLC, f/ka/ Chrysler Group LLC,
on Counts I and II of Eagle Auto-Mall Corporation's amended
counterclaim.
On July 2, 2014, FCA sued Eagle seeking declaratory relief on the
grounds that Eagle has, or will, breach a letter of intent between
the parties. Eagle filed an amended counterclaim, contending that
the LOI was modified by an oral agreement between the parties or
that the LOI does not reflect the parties' intent and must
therefore be reformed. Eagle asserted the following claims: (i)
Count I Declaratory Relief as to Modification of the LOI and FCA's
Breach; (ii) Count II Contract Reformation; (iii) Count III Breach
of Contract and Duty of Good Faith and Fair Dealing; (iv) Count IV
Fraud; and (v) Count V Promissory Estoppel.
FCA moved for summary judgment on Counts I and II of Eagle's
amended counterclaim.
Judge Cohn granted the motion, holding that the terms of the LOI
control. The judge found that the LOI was neither orally modified
by the parties nor is it subject to reformation.
The case is CHRYSLER GROUP, LLC, Plaintiff, v. EAGLE AUTO-MALL
CORP., Defendant, CASE NO. 14-12964 (E.D. Mich.).
A full-text copy of Judge Cohn's August 17, 2015 memorandum and
order is available at http://is.gd/Ar2Q9efrom Leagle.com.
FCA US LLC is represented by:
Patrick G. Seyferth, Esq.
BUSH, SEYFERTH & PAIGE
3001 West Big Beaver Road Suite 600
Troy, MI 48084
Email: seyferth@bsplaw.com
Tel: (248) 822-7800
Fax: (248) 822-7001
-- and --
Robert D. Cultice, Esq.
WILMERHALE
60 State Street
Boston, MA 02109
Tel: (617) 526-6000
Fax: (617) 526-5000
Email: robert.cultice@wilmerhale.com
Eagle Auto-Mall Corp. is represented by:
Alexander E. Blum, Esq.
Gerard V. Mantese, Esq.
MANTESE HONIGMAN, P.C.
1361 E Big Beaver Rd
Troy, MI 48083
Tel: (248) 457-9200
Fax: (248) 457-9201
Email: ablum@manteselaw.com
gmantese@manteselaw.com
-- and --
Allen Patrick Press, Esq.
JACOBSON PRESS & FIELDS, P.C.
168 North Meramec Avenue Suite 150
Clayton, MO 63105
Tel: (314) 899-9789
Email: press@archcitylawyers.com
About Chrysler Group
Chrysler Group LLC, formed in 2009 from a global strategic alliance
with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck,
Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and
products. Headquartered in Auburn Hills, Michigan, Chrysler Group
LLC's product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002). The U.S. and Canadian governments provided
Chrysler with $4.5 billion to finance its bankruptcy case.
In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat. Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC in
June 2009, formally sold substantially all of its assets to the new
company, named Chrysler Group LLC.
In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler. Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.
* * *
Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.
CLOUD PEAK: Coal Industry Woes Pull Moody's Sr. Unsec. Rating to B2
-------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating of
Cloud Peak Energy Resources LLC to B2 from B1, and placed all
ratings, including the corporate family rating (CFR) of Ba3 and
probability of default rating (PDR) of Ba3-PD, on review for
downgrade. Speculative grade liquidity rating of SGL-2 remains
unchanged.
RATINGS RATIONALE
The rating action reflects continuing deterioration of the coal
industry, with long-term demand for Powder River Basin coal
challenged by low natural gas prices and regulatory pressures, such
as implementation of the Clean Power Plan. While we acknowledge the
company's strong contracted position over the next eighteen months,
the ratings incorporate the uncertainty over contracted volumes and
prices beyond that point.
The widening of the differential between the corporate family and
senior unsecured ratings, with senior unsecured rating moving to
two notches below the CFR, reflects the higher potential of secured
revolver utilization, if poor market conditions persist over the
long term.
The review will focus on what actions the company may take to
prepare for various potential market scenarios over the next two to
three years.
Cloud Peak's CFR continues to be supported by its significant
production platform in the PRB, efficient surface mining
operations, solid customer base, good contracted position and low
employee healthcare liabilities. However, the rating is constrained
by the concentration of Cloud Peak's assets in one coal basin and
the resultant exposure to price, transportation, production
disruptions, and regulatory risks. The ratings are supported by the
company's conservative balance sheet, ample cash and liquidity
position, no near-term maturities and ability to scale operations
and capital requirements to maintain positive free cash flows over
the next eighteen months.
Cloud Peak is the only pure play PRB coal producer we rate, and it
controls an estimated 1.2 billion tons of reserves. The company
generated $1.2 billion in revenues over the twelve months ended
June 30, 2015.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
CONSOL ENERGY: Moody's Lowers Corp. Family Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of CONSOL Energy
Inc., including the corporate family rating (CFR) to B1 from Ba3,
probability of default rating (PDR) to B1-PD from Ba3-PD, and
senior unsecured ratings to B3 from B1. The speculative grade
liquidity rating of SGL-3 remains unchanged. The outlook is
negative.
RATINGS RATIONALE
The downgrade reflects the weak pricing conditions affecting the
company's coal and natural gas businesses, which we expect to
persist for the foreseeable future. If current pricing conditions
do not improve, the company will face declining EBITDA, increasing
leverage and continue to burn cash as its higher-priced contracts
and natural gas hedges roll off.
The ratings acknowledge the rapid growth in the company's natural
gas division, as the company continues to shift its business
profile to accommodate the changing market dynamics. As new natural
gas capacity continues to be built in the Eastern United States,
coal consumption will continue to come under pressure in favor of
natural gas. While the company is uniquely positioned to supply
both coal and natural gas in the rapidly changing market place, the
ramp-up of its natural gas production continues to require
significant development costs and results in persistent negative
free cash flows. Meanwhile, natural gas prices in the Marcellus
Shale remain pressured by the ample supply in the area and the
limited off-take capacity, while the prices for the coal from the
Pittsburgh seam are pressured by the weak thermal and metallurgical
coal market fundamentals.
The two-notch downgrade of the senior unsecured notes to B3
reflects the increased usage of the existing secured revolver and
the addition of the new $400 million secured revolver at the CNX
Coal Resources LP in July 2015. Senior unsecured notes are placed
in a weaker position relative to claim on collateral, as the
company is more likely to maintain high secured revolver usage in
weak market conditions.
CONSOL's B1 corporate family rating continues to reflect CONSOL's
efficient, high quality coal assets in the Northern Appalachian
coal basin, meaningful metallurgical (met) coal production, sizable
and growing presence in the gas business, large reserves of coal
and natural gas, and the stability provided by its long-term
thermal coal agreements and natural gas hedging program.
The speculative grade liquidity of SGL-3 reflects our expectation
that CONSOL will have adequate liquidity, including roughly $700
million available under the company's $2 billion revolver and
roughly $200 million available under the $400 million revolver at
CNX Coal Resources.
The negative outlook reflects our expectation of the poor pricing
conditions and potentially weakening operating performance as
higher-priced contracts and hedges roll off.
The ratings could be upgraded if Debt/ EBITDA, as adjusted, were
expected to be maintained below 4.5x on a sustained basis
CONSOL's ratings could come under pressure if Debt/ EBITDA is
expected to exceed 5.5x on a sustained basis, or if liquidity
deteriorates.
CONSOL Energy Inc. (CONSOL) is a major diversified fuel producer in
the Eastern US, engaged in production of natural gas and thermal
and metallurgical coal. CONSOL controls approximately 6.8 Tcfe of
proved natural gas reserves and 3.2 billion tons of coal reserves
in Northern and Central Appalachia. In 2014 the company generated
close to $3.5 billion in revenues.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
CORPORATE RESOURCE: Wants TSE Trustee's Omnibus Objections Denied
-----------------------------------------------------------------
Corporate Resource Services, Inc., et al., responded to the omnibus
objection filed by the Chapter 11 trustee for TS Employment, Inc.,
to all pending motions filed the Debtors.
James S. Feltman, in his capacity as Chapter 11 trustee for TS
Employment, has asked the Bankruptcy Court overseeing CRS's case
transfer the case to another district in the interests of justice
and for the convenience of parties involved. The motion
demonstrates that, among other things, TSE and CRS are so closely
connected and their operations so intertwined that the CRS case
should be immediately transferred to New York so that CRS may be
administered with the TSE case, the Chapter 11 Trustee argued.
The TSE trustee related that despite the venue motion, CRS is
proceeding with 11 motions, six of which were filed after the venue
motion. The CRS motions are:
1. motion to authorize cash collateral use;
2. motion to appoint Rust Omni as claims and noticing agent for
the Debtors;
3. application for employment of Gelert Scali Busenkell & Brown,
LLC as counsel;
4. motion for approval of interim compensation and reimbursement
of professionals;
5. motion to prohibit utility companies from altering, refusing
or discontinuing services to, or discriminating against, the
Debtors;
6. application for authorization of continued maintenance of
existing bank accounts;
7. application to employ professionals utilized in the ordinary
course of business;
8. application to employ Carter Ledyard & Milburn LLP as special
securities litigation counsel;
9. motion to sell its ownership interest in Abest Power
Holdings, LLC, to Rosa Power, LLC;
10. motion to approve bidding procedures in connection with the
sale of the Debtors' accounts receivable portfolio; and
11. application to employ Wilmer Cutler Pickering Hale and Dorr
LLP as special finance counsel.
Ciardi Ciardi & Astin and Togut, Segal & Segal LLP represent the
TSE trustee.
According to the CRS Debtors, the motions will still be relevant
even if venue transfer is approved and a chapter 11 trustee is
appointed for the Debtors.
The Debtors noted that the TSE Trustee has not filed any merits
objections, and therefore is estopped from raising merits
objections in whatever court the motions proceed.
Accordingly, the objection of the TSE Trustee must be overruled.
About Corporate Resource
Corporate Resource Services, Inc., was a New York-based provider
of employment and human resource solutions for corporations
throughout the United States. CRS leases its headquarters and
does not own any real property. About 90% of CRS shares are
owned by Robert Cassera and the balance are traded OTC.
As of Dec. 31, 2014, CRS was one of the largest employment
Staffing companies in the U.S., providing employment and
human resources solutions for corporations with annual
sales of about one billion dollars. In February 2015, CRS
began an orderly wind down of operations after discovering
that TS Employment, Inc., a privately held company owned by
Mr. Cassera, failed to remit tens of millions of dollars of
the Debtors' withholding taxes to taxing authorities.
TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on
Feb. 2, 2015. TSE tapped Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP, in New York, as counsel. Realization
Services Inc. serves as the Debtor's consultant.
CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations. Judge Kevin J. Carey presides
over the Chapter 11 cases. The Debtors tapped (a) Gellert Scali
Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer Cutler
Pickering Hale & Dorr LLP, as special counsel; (c) Carter Ledyard
& Milburn LLP, as special SEC counsel, (d) SSG Capital Advisors as
financial advisors and investment bankers, and (e) Rust Omni LLC
as claims agent.
CRS estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.
DETROIT COMMUNITY: S&P Puts 'B-' Bonds Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on
Detroit Community Schools' series 2005 public school academy
revenue bonds on CreditWatch with negative implications.
This action follows Standard & Poor's repeated attempts to obtain
timely information of satisfactory quality to maintain its rating
on the securities, in accordance with its applicable criteria and
policies. If school district officials fail to provide the
requested information by Oct. 1, 2015, the ratings service will
likely suspend or withdraw the affected rating, preceded, in
accordance with its policies, by any change to the rating it
considers appropriate given the available information.
DEWEY & LEBOEUF: Case Against Former Execs Goes to Jury
-------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
the case accusing three former Dewey & LeBoeuf LLP executives of
fraudulently propping up the once-storied law firm's finances in
the years ahead of its stunning 2012 collapse will go to the jury
on Sept. 15 and will likely turn on the credibility of seven
cooperating witnesses and how jurors interpret emails sent by the
defendants that prosecutors say show criminal intent.
According to the report, prosecutors last week made a final bid to
convince jurors that Dewey's ex-chairman, Steven Davis, and former
executive director, Stephen DiCarmine, sat atop an alleged scheme
to defraud the firm's banks and creditors. The pair enlisted the
third defendant, Dewey's former chief financial officer, Joel
Sanders, who then roped in lower-level finance-department
employees, Manhattan Assistant District Attorney Peirce Moser said
in his closing remarks on Sept. 11, the report related.
The trial, which started in late May, is wrapping up more quickly
than expected after defense attorneys chose not to call a single
witness, an indication they don't think prosecutors met their
burden of proof on charges including grand larceny and falsifying
business records, the report noted.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DUNE ENERGY: Seitel Objects to Assignment of Licensing Agreement
----------------------------------------------------------------
Dune Energy, Inc. and its affiliated debtors notified the U.S.
Bankruptcy Court for the Western District of Texas, Austin
Division, that it was filing a second amendment to the Purchase and
Sale Agreement it executed with Trimont Energy (NOW), LLC; and its
third amendment to its Purchase and Sale Agreement with White
Marlin Oil and Gas Company, LLC.
The second amendment to the Trimont PSA consisted of the
substitution of Exhibit A - Part 1 and Exhibit A - Part 2 of the
amended PSA, as there was a need to revise the descriptions of the
Assets set out in the Exhibits. The need to revise the
descriptions of the Assets came about when the Debtors agreed to
Trimont's request, to assign their rights under the amended PSA to:
(a) Trimont Energy (BL), LLC, insofar as the amended PSA covers the
Debtors' rights, title and interest in the Assets located in the
Bateman Lake Field, and (b) Trimont Energy (GIB), LLC, insofar as
the amended PSA covers the Debtors' rights, title and interest in
the Assets located in the Garden Island Bay Field.
The third amendment to the White Marlin PSA consisted of: (a) the
replacement of Exhibit A - Parts 1, 2 and 5; (b) the insertion of
the phrase "occurring on or after the Petition Date" in Section
10.06 of the Agreement, referring to Suspense Accounts; and (c) the
substitution of the date "19th day of June, 2015" in the first
paragraph of the Agreement, with "24th day of June, 2015."
The Debtors closed the sales to Trimont Energy and White Marlin on
July 27, 2015, pursuant to the Trimont Sale Order and the White
Marlin Sale Order, both dated July 10, 2015.
Seitel Data's Objection
Seitel Date Ltd., objected to the Debtors' notice of filing
Amendment No. 3 to the White Marlin PSA, stating that it objects to
the proposed assumption and assignment of the Master Licensing
Agreement set forth in the Notice as the Master Licensing Agreement
is an agreement that is a "non-exclusive, non-transferable
license," which includes trade secrets, copyright protected
confidential and proprietary information of Seitel and may not be
transferred or assigned under the terms of the agreement and under
Section 365(c) of the Bankruptcy Code. Seitel invokes its rights
under Section 365(c) and does not consent to any proposed
assumption and assignment of the Master Licensing Agreement.
Seitel and the Debtors are parties to the following agreements: (a)
Proprietary Seismic Data License Agreement dated February 16, 1983
by and between Dune Resources Inc. and Grant Geophysical
Corporation; and (b) 2D & 3D Onshore/Offshore Master Seismic Data
Participation and Licensing Agreement dated June 20, 2007 between
Seitel and Dune Operating Company and all related schedules.
Seitel is also a licensor to White Marlin under a 2D & 3D
Onshore/Offshore Master Seismic Data Participation and Licensing
Agreement dated June 8, 2011 and a 2D & 3D Onshore/Offshore Master
Seismic Data Participation and Licensing Agreement dated February
26, 2014. These agreements are still effective as between White
Marlin and Seitel.
Dune Energy, Inc. and its affiliated Debtors are represented by:
Charles A. Beckham, Jr., Esq.
Kenric D. Kattner, Esq.
Kourtney P. Lyda, Esq.
Kelli M. Stephenson, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 2100
Houston, TX 77010
Telephone: (713)547-2000
Facsimile: (713)547-2600
Email: charles.beckham@haynesboone.com
kenric.kattner@haynesboone.com
kourtney.lyda@haynesboone.com
kelli.stephenson@haynesboone.com
Seitel Data, Ltd. Is represented by:
Sabrina L. Steusand, Esq.
G. James Landon, Esq.
STREUSAND LANDON OZBURN
811 Barton Springs Road, Suite 811
Austin, TX 78704
Telephone: (512)236-9900
Facsimile: (512)236-9904
Email: streusand@slollp.com
landon@slollp.com
About Dune Energy
Dune Energy, Inc. (OTCMKTS: DUNR) is an independent energy company
based in Houston, Texas. Since May 2004, the Company has been
engaged in the exploration, development, acquisition and
exploitation of natural gas and crude oil properties, with
interests along the Louisiana/Texas Gulf Coast. The Company's
properties cover over 90,000 gross acres across 27 producing oil
and natural gas fields.
Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336),
Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and
Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed
separate Chapter 11 bankruptcy petitions on March 8, 2015. The
petitions were signed by James A. Watt, president and chief
executive officer.
Judge Christopher H. Mott presides over the case. Charles A.
Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M.
Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors'
bankruptcy counsel. Deloitte Transactions And Business Analytics
LLP is the Debtors' restructuring advisors. Parkman Whaling LLC
is the Debtors' sale professionals.
The Debtors listed $229 million in total assets and $144 million
in total debts as of Sept. 30, 2014. In their schedules, Dune
Energy Inc., et al., disclosed $263,337,172 in assets and
$107,981,306 in liabilities.
The U.S. trustee overseeing the Chapter 11 case of Dune Energy
appointed three creditors to serve on the official committee of
unsecured creditors. The Committee is represented by Hugh M.
Ray, Esq., at McKool Smith, P.C.
ECOSPHERE TECHNOLOGIES: William Brisben Reports 28% Stake
---------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, William O. Brisben disclosed that as of Aug. 28, 2015,
he beneficially owned 62,223,101 shares of common stock of
Ecosphere Technologies, Inc., which represents 28 percent of the
shares outstanding.
On Aug. 28, 2015, Ecosphere received a loan of $275,000 from
Brisben Water Solutions, LLC. In connection with this loan, the
Issuer delivered to Brisben Water Solutions, LLC a secured
convertible promissory note convertible at $0.115 per share, of
which $125,000 bears interest at 10% annually and matures Sept. 12,
2016, and $150,000 of which bears fixed interest of $10,000 and
matures upon the earlier of (i) receipt by the issuer of $150,000
on an account receivable and (ii) 30 days from the date of
issuance. Additionally, the Issuer issued Brisben Water Solutions,
LLC, a warrant to purchase 2,173,913 shares of the Issuer's common
stock exercisable at $0.115 per share. In addition, the Filing
Person and the Issuer agreed to extend the maturity of prior notes
held by the Filing Person in the original principal amount of
$2,000,000 from Sept. 12, 2015, to Sept. 12, 2016.
Mr. Brisben is the manager of Brisben Water Solutions.
A copy of the regulatory filing is available at:
http://is.gd/HfkQZs
About Ecosphere Technologies
Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets. Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.
Ecosphere reported a net loss of $11.5 million on $1.11 million of
total revenues for the year ended Dec. 31, 2014, compared with net
income of $19.2 million on $6.71 million of total revenues for the
year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $15.05 million in total
assets, $3.82 million in total liabilities, $3.8 million in total
redeemable convertible cumulative preferred stock, and $7.42
million in total equity.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company reported a
net loss of $11.5 million in 2014, and cash used in operating
activities of $4.55 million and $10.3 million in 2014 and 2013,
respectively. At Dec. 31, 2014, the Company had a working capital
deficiency, and accumulated deficit of $2.86 million, and $109
million, respectively. These matters raise substantial doubt about
the Company's ability to continue as a going concern.
FREESEAS INC: Sells $600,000 Convertible Note to Casern
-------------------------------------------------------
FreeSeas Inc. entered into a securities purchase agreement with
Casern Holdings Ltd., on Sept. 2, 2015, pursuant to which, the
Company sold a $600,000 principal amount convertible note to the
Investor for gross proceeds of $600,000.
The Note will mature on the one year anniversary of the Closing
Date and will bear interest at the rate of 8% per annum, which will
be payable on the maturity date or any redemption date and may be
paid, in certain conditions, through the issuance of shares, at the
discretion of the Company.
The Note will be convertible into shares of the Company's common
stock, par value $0.001 per share at a conversion price equal to
the lesser of (i) $2.18 and (ii) 60% of the lowest volume weighted
average price of the Common Stock during the 21 trading days prior
to the conversion date.
If an event of default under the Notes occurs, upon the request of
the holder of the Note, the Company will be required to redeem all
or any portion of the Note (including all accrued and unpaid
interest), in cash, at a price equal to the greater of (i) up to
127.5% of the amount being converted, depending on the nature of
the default, and (ii) the product of (a) the number of shares of
Common Stock issuable upon conversion of the Note, times (b) 127.5%
of the highest closing sale price of the Common Stock during the
period beginning on the date immediately preceding such event of
default and ending on the trading day that the redemption price is
paid by the Company.
The Company has the right, at any time, to redeem all, but not less
than all, of the outstanding Note, upon not less than 30 days nor
more than 90 days prior written notice. The redemption price will
equal 127.5% of the amount of principal and interest being
redeemed.
The convertibility of the Note may be limited if, upon conversion
or exercise, the holder thereof or any of its affiliates would
beneficially own more than 4.99% of the Common Stock.
The Company has agreed to file, no later than 60 days following the
Closing Date, a registration statement on Form F-1 or other
appropriate form with the SEC to register the Conversion Shares
under the Securities Act of 1933, as amended, or as many of such
Conversion Shares as permitted by Rule 415 of the 1933 Act. If all
Conversion Shares cannot be registered on the initial Registration
Statement, then the Company will file additional registration
statements until all the Conversion Shares will have been
registered under the 1933 Act.
In addition, the Company reimbursed the Investor for all costs and
expenses incurred by it or its affiliates in connection with the
transactions contemplated by the transaction documents in a
non-accountable amount equal to $20,000.
About FreeSeas Inc.
Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies. The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.
The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks." As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.
Freeseas reported a net loss of $12.7 million in 2014, a net loss
of $48.7 million in 2013 and a net loss of $30.9 million in 2012.
As of Dec. 31, 2014, the Company had $64.25 million in total
assets, $39.2 million in total liabilities and $25 million total
shareholders' equity.
RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency. In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements. Furthermore, the vast majority of
the Company's assets are considered to be highly illiquid and if
the Company were forced to liquidate, the amount realized by the
Company could be substantially lower that the carrying value of
these assets. Also, the Company has disclosed alternative methods
of testing the carrying value of its vessels for purposes of
testing for impairment during the year ended December 31, 2014.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.
GLOBAL COMPUTER: Bid to Amend DA Employment Order Denied
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
denied Global Computer Enterprises, Inc.'s motion to amend order
authorizing the employment of the Devil's Advocate, LLC, as a
litigation consultant effective as of March 19, 2015.
On June 29, 2015, the Debtor requested that the Court to amend the
order to allow the Devil's Advocate to file interim compensation
applications with the Court every 60 days.
As reported by The Troubled Company Reporter on May 15, 2015, the
Debtor sought and obtained permission to employ DA as litigation
consultant. DA is expected to assist with the analysis and
prosecution of objections to claims, including but not limited to,
the claim filed by Steese, Evans & Frankel, P.C. and other claims,
which consulting services may include expert testimony (not legal
advice or representation).
DA will be paid at these hourly rates:
John Toothman $465
Jane Morrison $380
DA will also be reimbursed for reasonable out-of-pocket expenses
incurred.
About Global Computer
Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies. GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014. The case is assigned to Judge Robert G. Mayer.
The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia. The Debtor's financial advisor is Weinsweig
Advisors. The petition was signed by Mike Freeman, interim chief
operating officer.
Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.
The U.S. Trustee for Region 4 appointed three creditors of Global
Computer Enterprises, Inc. to serve on the official committee of
unsecured creditors. The Committee tapped Armstrong Teasdale LLP,
as its counsel and Leach Travell Britt PC as its local bankruptcy
counsel.
GLOBAL COMPUTER: Michael S. Frisch OK'd as Consultant and Witness
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized Global Computer Enterprises, Inc., to employ Michael S.
Frisch, Esq., as consultant and expert witness with respect to the
Steese, Evans & Frankel PC adversary proceeding.
In an amended motion, the Debtor seek Court authority to employ Mr.
Frisch to assist the Debtor and its special counsel with respect to
the SEF Litigation and the area of legal ethics. Mr. Frisch's
services may include consulting with the Debtor's special counsel,
reviewing documents, interviewing witnesses, researching the
applicable law, and if requested, testifying at deposition or
trial.
For consulting and expert witness services, Mr. Frisch's fees are
based on his standard hourly rate of $500 per hour.
To the best of the Debtor's knowledge, Mr. Frisch is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Global Computer
Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies. GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014. The case is assigned to Judge Robert G. Mayer.
The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia. The Debtor's financial advisor is Weinsweig
Advisors. The petition was signed by Mike Freeman, interim chief
operating officer.
Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.
The U.S. Trustee for Region 4 appointed three creditors of Global
Computer Enterprises, Inc. to serve on the official committee of
unsecured creditors. The Committee tapped Armstrong Teasdale LLP,
as its counsel and Leach Travell Britt PC as its local bankruptcy
counsel.
GLOBAL COMPUTER: Miles & Stockbridge OK'd as Bankruptcy Counsel
---------------------------------------------------------------
The Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Global Computer
Enterprises, Inc., to expand Miles & Stockbridge P.C.'s role to
bankruptcy counsel to the Debtor effective as of May 20, 2015.
A previously reported by The Troubled Company Reporter on July 10,
2015, the Court authorized the Debtor to employ MS as special
counsel to represent the Debtor in claim litigation. The Debtor
said that as it is winding down, MS will continue to represent the
Debtor in claims litigation, and the remaining tasks in the main
case would be minimal.
MS as special counsel has agreed to file and prosecute an objection
to the claim of Qwest Government Services, Inc. d/b/a CenturyLink
QGS, which legal services cannot be performed by the Debtor's
primary bankruptcy counsel, McGuireWoods LLP, due to McGuireWoods'
representation of Century Link in matters unrelated to this case,
and to represent the Debtor with respect to additional potential
conflicts and claims objection litigation, if requested.
The Debtor sought to expand MS' role as counsel to include:
(1) advise the Debtor with respect to its duties as debtor in
the continued operation of its business and properties;
(2) advise and consult on issues of the case, including all of
the legal and administrative requirements of operating in Chapter
11; and
(3) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with the
Chapter 11 case.
MS' hourly rates for the primary attorneys working on the matter
are:
Kenneth M. Misken, Esq. Partner $450
Kristin Siracusa, Esq. Associate $270
To the best of the Debtor's knowledge, MS is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Global Computer
Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies. GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014. The case is assigned to Judge Robert G. Mayer.
The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia. The Debtor's financial advisor is Weinsweig
Advisors. The petition was signed by Mike Freeman, interim chief
operating officer.
Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.
The U.S. Trustee for Region 4 appointed three creditors of Global
Computer Enterprises, Inc. to serve on the official committee of
unsecured creditors. The Committee tapped Armstrong Teasdale LLP,
as its counsel and Leach Travell Britt PC as its local bankruptcy
counsel.
GLYECO INC: Appoints KMJ Corbin as New Accountants
--------------------------------------------------
The Audit Committee of the Board of Directors of GlyEco, Inc.,
approved the dismissal of Semple, Marchal & Cooper, LLP, as its
independent registered public accounting firm, effective Sept. 2,
2015. The dismissal was not a result of any disagreement with the
accounting firm, according to a regulatory filing with the
Securities and Exchange Commission.
On Sept. 2, 2015, the Audit Committee approved the appointment of
KMJ Corbin & Company LLP as the Company's new independent
registered public accounting firm for the fiscal year ending Dec.
31, 2015. During the Company's two most recent fiscal years and
the subsequent interim period preceding KMJ's appointment, the
Company has not consulted KMJ on any matter.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
Glyeco reported a net loss attributable to common shareholders of
$8.73 million on $5.89 million of net sales for the year ended Dec.
31, 2014, compared with a net loss of $4 million on $5.53 million
of net sales for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $15.90 million in total
assets, $2.59 million in total liabilities and $13.31 million in
total stockholders' equity.
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has yet to
achieve profitable operations and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
GT ADVANCED: Wants Exclusive Periods Extended Until October 15
--------------------------------------------------------------
GT Advanced Technologies Inc. (GTAT), et al. ask the United States
Bankruptcy Court for District of New Hampshire to extend the
exclusive period to file a Chapter 11 plan to October 15, 2015, and
to extend the exclusive period to solicit acceptance of the Chapter
11 plan to December 14, 2015.
GTAT's Exclusive Filing Period was slated to expire August 31,
2015, absent an extension. GTAT's Solicitation Period will expire
October 30, 2015.
In its Motion, the Debtors assert that the 45-day extension of
exclusivity is necessary to allow them sufficient time to negotiate
the terms of a Chapter 11 plan with, among others, the Ad Hoc
Noteholders, the Committee, and other key creditors in order to
propose a Chapter 11 plan that will be confirmed. The process is
well underway and, as noted, the Debtors have already shared a
proposed plan term sheet and the Plan Issues Memos with certain key
constituents, including the Committee, the Ad Hoc Noteholders, and
CFP.
The Debtors said opening the plan process up to competing plans and
the inherent competing interests at this juncture could undermine
and detract from negotiations regarding consensual plan terms to
the detriment of all parties in interest. The Exclusive Periods,
they remind the Court, are intended to afford a debtor a full and
fair opportunity to propose a consensual plan and solicit
acceptances of such plan without the deterioration and disruption
of the debtor's business that is likely to be caused by the filing
of competing plans by non-debtor parties. The primary objective of
a chapter 11 case is the formulation, confirmation, and
consummation of a consensual chapter 11 plan. Thus, extending the
Exclusive Periods in these chapter 11 cases is appropriate, in the
best interest of the Debtors' stakeholders, and consistent with the
intent and purpose of chapter 11 of the Bankruptcy Code.
The Debtors also note that their cases are large and complex and
little time has elapsed considering such size and complexity. The
Debtors need sufficient time, good faith progress toward, and
reasonable prospect of filing a Chapter 11 plan. It is well-noted
that Debtors have made progress in negotiating with creditors and
are not seeking extension to pressure creditors. GTAT's dedication
to an expeditious restructuring and emergence from chapter 11,
these chapter 11 cases have proceeded at a rapid pace when
accounting for the challenges the Debtors have faced since filing
for chapter 11 protection, including a global settlement with
Apple, the wind-down of GTAT's sapphire growth operations, the
development of the business plan (and subsequent revisions
thereto), the procurement of DIP financing, resolution of complex
intercompany issues, and, most recently, the drafting of the Plan
Issues Memos and a draft plan term sheet.
The bankruptcy court will hold a hearing on September 17, 2015, at
10:00 a.m. to consider the request. Objections were due September
10.
GT Advanced Technologies Inc., et al. are represented by:
Luc A. Despins, Esq.
Andrew V. Tenzer, Esq.
James T. Grogan, Esq.
Kyle J. Ortiz, Esq.
PAUL HASTINGS LLP
Park Avenue Tower
75 East 55th Street, First Floor
New York, NY 10022
Tel: (212) 318-6000
Fax: (212) 319-4090
Email: lucdespins@paulhastings.com
andrewtenzer@paulhastings.com
jamesgrogan@paulhastings.com
kyleortiz@paulhastings.com
- and -
Daniel W. Sklar, Esq.
Holly J. Barcroft, Esq.
NIXON PEABODY LLP
900 Elm Street
Manchester, NH 03101-2031
Tel: (603) 628-4000
Fax: (603) 628-4040
Email: dsklar@nixonpeabody.com
hbarcroft@nixonpeabody.com
About GT Advanced
Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry. On Nov. 4, 2013, GTAT announced a
multiyear supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ
stock exchange in October 2014.
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D.N.H. Lead Case No.
4-11916). GT says that it has sought bankruptcy protection due to a
severe liquidity crisis brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than
2,000 sapphire furnaces that GT Advanced owns and has four years to
sell, with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
The bankruptcy case is assigned to Judge Henry J. Boroff.
HAGGEN HOLDINGS: $215MM Financing From PNC Has Court's Interim Nod
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Haggen Holdings, LLC, et al., on an interim basis to
borrow up to $215 million to continue operating while the
proceedings move forward, court documents filed on Sept. 10, 2015,
say.
As reported by the Troubled Company Reporter on Sept. 11, 2015, the
Debtors sought permission from the Court to obtain postpetition
financing of up to $215 million from PNC Bank, National
Association, in its capacity as agent. The DIP Loan accrues
interest at Alternate Base Rate + 3.00%. In the event of default,
the DIP Loan will accrue interest at Base Interest Rate + 2.00%.
The DIP Facility will automatically terminate without further
notice or court proceedings on the earliest of Feb. 5, 2016, among
other things.
According to the documents, the Debtors will be able to use the
money to operate its 164 stores through the Oct. 5, 2015 bankruptcy
hearing.
Angel Gonzalez at The Seattle Times reports that the Debtors said
Bill Shaner, the executive hired in December to be in charge of the
Southwest expansion, has resigned.
The United Food and Commercial Workers aka UFCW 21, the union
representing the Debtors' workers, said that it will fight to keep
its contract, Dave Gallagher at The Bellingham Herald relates.
UFCW 21 President Todd Crosby, according to the report, sent a
letter to the workers on Sept. 9, 2015, saying that the union is
coordinating efforts for all the local chapters up and down the
West Coast to have a focused response and keeping a united front.
Dan Richman at Whidbey News-Times reports that the fate of the
Debtors' recently opened store in Oak Harbor, Washington, remains
unclear. As reported by the TCR on Sept. 10, 2015, the Debtors
filed for Chapter 11 bankruptcy with the intention of reorganizing,
or selling as a going concern, their stores for the benefit of
their creditors. The TCR reported on Sept. 11, 2015, that the
Debtors seek authority from the Court to assume a letter agreement
governing inventory disposition by and between each of the
Operating Debtors and Hilco Merchant Resources, LLC, as agent. The
Debtors maintain that assumption of the Agreement and the
continuation of the Store Closing Sales at their current momentum
will present tremendous cost savings that will certainly inure to
the benefit of the Operating Debtors' estates and all
stakeholders.
About Haggen
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015. The petitions were signed by Blake
Barnett as chief financial officer.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.
HAGGEN HOLDINGS: Proposes KCC as Claims and Noticing Agent
----------------------------------------------------------
Haggen Holdings, LLC and its debtor affiliates ask the Bankruptcy
Court to approve their retention of Kurtzman Carson Consultants LLC
as their claims and noticing agent, effective as of the Petition
Date.
The Debtors anticipate that thousands of entities will be noticed
during the course of their Chapter 11 cases. In view of the number
of anticipated claimants and the complexity of their business, the
Debtors assert that KCC's appointment is both necessary and in the
best interests of their estates and their creditors because they
and the Clerk will be relieved of the burdens associated with the
Claims and Noticing Services.
KCC specializes in providing comprehensive chapter 11
administrative services, including noticing, claims processing,
balloting, and other related services critical to the effective
administration of chapter 11 cases.
Claims Registers will be open to the public for examination without
charge during regular business hours and on a case-specific Web
site maintained by KCC.
KCC will follow the notice and claim procedures that conform to the
guidelines promulgated by the Clerk's office or as otherwise
directed by the Court.
KCC's current consulting rates are as follows:
Position Discounted Hourly Rate
-------- ----------------------
Executive Vice President Waived
Director/Senior Managing Consultant $170
Consultant/Senior Consultant $70-$160
Project Specialist $50-$100
Technology/Programming Consultant $35-$70
Clerical $25-$50
The Debtors request that the undisputed fees and expenses incurred
by KCC in the performance of its services be treated as
administrative expenses of their estates and be paid in the
ordinary course of business without further application to or order
of the Court.
Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $40,000. Although certain expenses and fees may have
been incurred but not yet applied to the retainer, those amounts,
if any, would be less than the balance of the retainer as of the
Petition Date. KCC seeks to hold such retainer under the Services
Agreement during the cases as security for the payment of fees and
expenses incurred under the Services Agreement.
As part of the overall compensation payable to KCC under the terms
of the Services Agreement, the Debtors have agreed to certain
indemnification and contribution obligations.
KK represents that it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is to be engaged.
About Haggen
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015. The petitions were signed by Blake
Barnett as chief financial officer.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.
The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.
HAGGEN HOLDINGS: Seeks Authority to Pay $36.2MM to Critical Vendors
-------------------------------------------------------------------
Haggen Holdings, LLC, et al., seek authority from the Bankruptcy
Court to pay prepetition claims arising under the Perishable
Agricultural Commodities Act and the Packers and Stockyards Act of
1921, filed by lien vendors and critical vendors in an aggregate
amount of $26.2 million, on an interim basis, and $36.2 million on
a final basis.
The Debtors further request that they be authorized to condition
the payment of a Vendor Claim on the agreement of the Vendor to
continue supplying goods and services to them on terms that are
more favorable.
Without authorization to pay, the Debtors believe that many of the
PACA/PASA Vendors, the Lien Vendors, and the Critical Vendors may
cease delivering goods and providing services to them, which could
have devastating consequences for their efforts in connection with
the Chapter 11 cases.
The Debtors maintain that goods and services provided by the
Vendors are essential to ensure that there is no interruption to
the operation of their business.
About Haggen
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015. The petitions were signed by Blake
Barnett as chief financial officer.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.
HAGGEN HOLDINGS: Seeks Joint Administration of Ch. 11 Cases
-----------------------------------------------------------
Haggen Holdings, LLC, and its debtor affiliates ask the Bankruptcy
Court enter an order authorizing the joint administration of their
Chapter 11 cases under Case No. 15-11874.
The Debtors aver that joint administration of their respective
estates is warranted and will ease the administrative burden on the
Court and all parties- in-interest.
The Debtors maintain that joint administration will not prejudice
or adversely affect the rights of their creditors because the
relief sought is purely procedural and is not intended to
affect substantive rights.
Joint administration will also significantly reduce the volume of
paper that otherwise would be filed with the Clerk of the Court,
render the completion of various administrative tasks less costly,
and provide for greater efficiencies.
Moreover, the Debtors maintain, the relief requested will also
simplify supervision of the administrative aspects of these cases
by the Office of the United States Trustee for the District of
Delaware.
The Debtors also request that the Clerk of the Court maintain one
file and one docket for all of their Chapter 11 cases, which file
and docket will be the file and docket for Haggen Holdings.
Pursuant to Bankruptcy Rule 1015(b), if two or more petitions are
pending in the same court by or against a debtor and an affiliate,
"the [C]ourt may order a joint administration of the estates." Fed.
R. Bankr. P. 1015(b).
About Haggen
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015. The petitions were signed by Blake
Barnett as chief financial officer.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.
HANSON BUILDING: S&P Affirms 'B' CCR, Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Hanson Building Products. The rating
outlook is stable.
At the same time, Standard & Poor's affirmed its 'B' issue-level
rating (the same as the corporate credit rating) on Hanson's
proposed $240 million tack on to the existing $633 million
first-lien term loan due 2022 and its 'CCC+' issue-level rating
(two-notches lower than the corporate credit rating) on Hanson's
$300 million second-lien term loan due 2023. The recovery rating
on the first-lien term loan remains '3', indicating S&P's
expectation of meaningful (50% to 70%; upper end of the range)
recovery for lenders in the event of a payment default. The
recovery rating on the second-lien term loan remains '6',
indicating S&P's expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default. S&P do not rate the
company's $150 million asset-based lending facility (ABL).
"The stable outlook on Hanson Building Products reflects our view
that Hanson will experience meaningful revenue growth and margin
expansion in its U.S. and U.K. markets through 2016 but will remain
highly leveraged, with debt-to-EBITDA leverage of more than 5x over
the next 12 months," said Standard & Poor's credit analyst Pablo
Garces. "Our base case scenario assumes the company will not
undertake any large-scale acquisitions or dividends in the next
year."
S&P could raise its corporate credit rating on Hanson if it is able
to successfully integrate its acquisition of Cretex and continues
to perform at or better than our projections. S&P would view such
events as warranting a potential upgrade if they resulted in a
reduction of leverage to a level close to 5x, as adjusted by
Standard & Poor's. In addition, S&P would need to view the company
more favorably than similarly rated peers and that the company's
sponsor owners were committed to pursuing a more conservative
financial policy.
S&P would consider lowering the rating if liquidity deteriorated to
a level it viewed as less than adequate and if leverage measures
deteriorated to a level that it considered on the weak end for the
rating, materializing at or around 8x. Such events could take
place if the company experienced limited availability under its ABL
facility and experienced significantly lower margins due to
heightened competition. S&P could also lower the rating if
Hanson's owners pursued a more aggressive financial policy, with
increased debt leverage to finance additional acquisitions or a
dividend.
HEALTH DIAGNOSTIC: Court Denies BB&T's Bid to Stay DIP Order
------------------------------------------------------------
Judge Kevin R. Huennekens of the United States Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, denied the
Motion for Stay Pending Appeal filed by Branch Banking and Trust
Company and BB&T Equipment Finance Corporation against Health
Diagnostic Laboratory, Inc.
BB&T provided prepetition financing to HDL through four loan
agreements: (i) an equipment loan; (ii) a revolving line of credit;
(iii) a term loan; and (iv) a standby letter of credit issued to
Fulton Bank, NA for the account of HDL.
After filing its voluntary petition Chapter 11 petition, HDL sought
debtor in possession financing and obtained a credit agreement for
secured, superpriority postpetition financing consisting of a
revolving facility with a principal amount up to $12,000,000.
In its DIP Financing Order, the court found that HDL exercised
sound business judgment in obtaining the DIP Financing and granting
the DIP lender a priming lien, that obtaining the DIP Financing is
essential to HDL successfully emerging from chapter 11, and that
BB&T is adequately protected due to the equity cushion that exists
in its collateral.
BB&T filed a Motion for Stay Pending Appeal to request that the
court stay the effect of the DIP Financing Order pending the
district court's ruling on BB&T's appeal.
In denying BB&T's motion, Judge Huennekens found that (i) BB&T is
unlikely to prevail on the merits on appeal; (ii) BB&T will not
suffer irreparable injury if the stay is denied; (iii) HDL will be
seriously harmed by imposition of a stay; and (iv) the public
interest will be served by the denial of a stay.
The case is IN RE HEALTH DIAGNOSTIC LABORATORY INC., CASE NO.
15-32919-KRH (JOINTLY ADMINISTERED) (Bankr. E. D. Va.).
A full-text copy of Judge Huennekens' August 17, 2015 memorandum
opinion is available at http://is.gd/iFacxNfrom Leagle.com.
About Health Diagnostic
Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia. HDL is a blood testing company.
Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million. The petitions were signed by Martin
McGahan, chief restructuring officer.
Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the
Debtors' financial advisor. Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.
HEALTH DIAGNOSTIC: Has Further Interim Cash Use Authority
---------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia, at the behest of Health Diagnostic Laboratory, Inc., et
al., approved a stipulation authorizing the Debtors to use Cash
Collateral through its fourth interim order.
The Stipulation sought to maintain the "status quo" by providing
adequate protection of the United States' rights of setoff and/or
recoupment in the form of certain replacement setoff rights and
replacement secured claims. Subject to the terms of the order, the
Debtors are authorized to use the Prepetition Payments and the
United States will not administratively freeze or setoff
Prepetition Payments or Post-Petition Payments due now and in the
future based on the Debtors' bankruptcy so long as none of the
following events occur: (a) Weekly Medicare billings drop below 20%
of the average; (b) the Debtors voluntarily close or terminate
their participation in the Medicare Program; (c) a motion is filed
to convert the Chapter 11 cases to Chapter 7; (d) Authority to use
cash collateral under the BB&T Cash Collateral order terminates or
(e) The Debtors have not received authority from the court to make
a payment under the DOJ Settlement Agreement.
Upon entry of the Fourth Interim Order, Branch Banking & Trust
Company and BB&T Equipment Finance Corporation will release
$400,000 from the escrow account being maintained by BB&T.
BB&T filed their limited objection and reservation of rights to the
Debtors. In their limited objection, BB&T said they do not object
to the use BB&T's Cash Collateral on an interim basis through and
including July 23, 2015, only. BB&T to request that any further
cash collateral relief requested by the Debtors be conditioned on
their demonstrated ability to provide BB&T with additional adequate
protection for the use of its Cash Collateral, and further on the
Debtors' ability to prove that they are not and not likely to
become administratively insolvent.
The Debtors are represented by:
Robert S. Westermann, Esq.
Rachel A. Greenleaf, Esq.
HIRSCHLER FLEISCHER, P.C., Esq.
The Edgeworth Building
2100 East Cary Street
Post Office Box 500
Richmond, Virginia 23218-0500
Tel: (804) 771-9500
Fax: (804) 644-0957
Email: rwestermann@hf-law.com
rgreenleaf@hf-law.com
Branch Banking and Trust Company and BB&T Equipment Finance
Corporation are represented by:
Richard E. Hagerty, Esq.
Jonathan L. Hauser, Esq
TROUTMAN SANDERS LLP
1850 Towers Crescent Plaza, Suite 500
Tysons Corner, VA 22182
Tel: (703) 734-4334
Fax: (703) 734-4340
Email: richard.hagerty@troutmansanders.com
jonathan.hauser@troutmansanders.com
About Health Diagnostic
Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care
businesses
based in Richmond, Virginia. HDL is a blood testing company.
Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million. The petitions were signed by
Martin
McGahan, chief restructuring officer.
Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the
Debtors' financial advisor. Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.
HEALTH DIAGNOSTIC: Sept. 16 Hearing on Lab Operations Sale
----------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia, Richmond Division, will convene a hearing on Sept. 16,
2015, to consider approval of the sale of substantially all of
Health Diagnostic Laboratory, Inc.'s assets.
As previously reported by The Troubled Company Reporter, citing Dow
Jones' Daily Bankruptcy Review, a Sept. 10 auction was scheduled
for the Debtor's operations, which struggled after health
regulators accused the company of paying illegal kickbacks to
physicians who send blood samples. Judge Kevin Huennekens set a
Sept. 4 bid deadline for potential buyers interested in the
Richmond company, which employs about 645 people who help test for
cardiovascular diseases like diabetes.
The Debtors explained that the Strategic Transaction Bidding
Procedures are designed to ensure a formal,competitive Auction
process that will maximize value for the benefit of the Debtors'
estates, creditors and all other parties in interest, through
either (i) the purchase of the Auctioned Assets under section 363
of the Bankruptcy Code or (ii) the sponsorship of a plan of
reorganization whereby the Bidder invests in the reorganized
Debtors in exchange for some or all of the debt and/or equity of
the reorganized Debtors.
Cigna Health and Life Insurance Company and Connecticut General
Life Insurance Company reserved their rights to the proposed asset
sale. While taking no formal position as to the Motion or the
proposed bidding procedures therein, Cigna and CGLIC want to
reserve all rights and remedies to object to any potential sale or
transaction of the Debtors and their assets to the extent that it
relates to the District Court Action or HDL's business practices at
issue in the District Court Action.
Branch Banking and Trust Company and BB&T Equipment Finance
Corporation filed a limited objection, stating that it objects to
the extent that the entry of any Order pertaining thereto in any
way affects BB&T's rights regarding the ultimate sale of any assets
subject to BB&T's security interests. In particular, such an Order
should specifically recognize and reserve BB&T's credit bidding
rights as unaltered as well as BB&T's section 363(f) rights.
The Debtors are represented by:
Robert S. Westermann, Esq.
Rachel A. Greenleaf, Esq.
HIRSCHLER FLEISCHER, P.C., Esq.
The Edgeworth Building
2100 East Cary Street
Post Office Box 500
Richmond, Virginia 23218-0500
Tel: (804) 771-9500
Fax: (804) 644-0957
Email: rwestermann@hf-law.com
rgreenleaf@hf-law.com
Branch Banking and Trust Company and BB&T Equipment Finance
Corporation are represented by:
Jonathan L. Hauser, Esq.
TROUTMAN SANDERS LLP
222 Central Park Avenue
Suite 2000
Virginia Beach, VA 23462
Tel: (757) 687-7768
Fax: (757) 687-1505
Email: jonathan.hauser@troutmansanders.com
Cigna Health and Life Insurance Company and Connecticut General
Life Insurance Company are represented by:
Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
KUTAK ROCK LLP
1111 East Main Street, Suite 800
Richmond, VA 23219-3500
Telephone: (804) 644-1700
E-mail: michael.condyles@kutakrock.com
peter.barrett@kutakrock.com
jeremy.williams@kutakrock.com
-- and --
Clement J. Farley, P.C., Esq.
Jeffrey T. Testa, P.C., Esq.
MCCARTER & ENGLISH, LLP
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102
Tel: (973) 622-4444
Fax: (973) 624-7070
Email: cfarley@mccarter.com
jtesla@mccarter.com
About Health Diagnostic
Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care
businesses
based in Richmond, Virginia. HDL is a blood testing company.
Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million. The petitions were signed by
Martin
McGahan, chief restructuring officer.
Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the
Debtors' financial advisor. Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.
HEALTH DIAGNOSTIC: Wants Removal Deadline Moved to March 2016
-------------------------------------------------------------
Health Diagnostic Laboratory, Inc., et al. ask the United States
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, for enlargement of the period within which the Debtors
may remove civil actions through the longer of 180 days -- through
and including March 3, 2016 -- or 30 days after entry of an order
terminating the automatic stay with respect to any particular civil
action sought to be removed.
The Debtors' removal period was scheduled to expire September 5,
2015, absent an extension.
In its Motion, the Debtors explained that their chapter 11 cases
involve millions of dollars in assets and liabilities and numerous
creditors and other parties in interest. Such large, complex
bankruptcy proceedings have demanded substantially all of the
Debtors' attention and efforts since the Petition Date -- a time
period of less than three months. Both before and immediately
following the commencement of these chapter 11 cases, the Debtors
have been focused on obtaining post-petition financing and on the
strategic transaction process as well as numerous other
time-critical matters. Accordingly, the Debtors said they would
benefit from additional time to analyze the Civil Actions and make
the appropriate determinations concerning their removal. Civil
Actions include a variety of types of cases involving complex legal
issues. Absent an extension, the Debtors are concerned that they
will not be afforded sufficient time to properly evaluate whether
removal of the Civil Actions is appropriate under the
circumstances. The rights of parties to the Civil Actions will not
be unduly prejudiced by the proposed extension. If the Debtors
ultimately seek to remove any of the Civil Actions pursuant to
Bankruptcy Rule 9027, parties to the Civil Actions retain their
rights to seek to have such Civil Actions remanded.
Health Diagnostic Laboratory, Inc., et al. are represented by:
Tyler P. Brown, Esq.
Jason W. Harbour, Esq.
Henry P. (Toby) Long, III, Esq.
Shannon E. Daily, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Tel: (804) 788-8200
Fax: (804) 788-8218
Email: tpbrown@hunton.com
jharbour@hunton.com
hlong@hunton.com
sdaily@hunton.com
About Health Diagnostic
Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia. HDL is a blood testing company.
Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015, estimating their assets at
between $100 million and $500 million and their debts at between
$100 million and $500 million. The petitions were signed by
Martin McGahan, chief restructuring officer.
Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the
Debtors' financial advisor. Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.
* * *
Health Diagnostic Laboratory Inc. was scheduled to hold a Sept. 10
auction to sell the Virginia lab's operations. In a court order
signed on July 15, Judge Kevin Huennekens set a Sept. 4 bid
deadline for potential buyers.
HORNED DORSET: Bennazar Garcia Okayed to Handle State Court Suits
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Horned Dorset Primavera Inc. to employ Bennazar, Garcia
& Milian Law Firm as special counsel.
The Debtor stated that as of the Petition Date, several complaints
were pending in a state court in which the Debtor asserted
affirmative defenses against the plaintiff's claims. The
litigation in the cases were being handled as of the date of the
petition by counsel Antonio Juan Bennazar, Esq., partner in
Bennazar Garcia.
The Debtor has determined that the prosecution of the valid claims
would benefit the estate and decided to retain Mr. Bennazar to
appear on its behalf and continue the litigation before the State
Court Aguada Branch.
The representation entails:
(a) preparation of the necessary motions, answer, order,
reports, memoranda of law or any other legal document related to
the prosecution of the claim for damages before the State Court;
and
(b) appear before the State Court at any and all hearings, or
any other court in which the Debtor asserts a claim interest or
defense directly or indirectly related to the issues pending before
the State Court.
The firm has represented the Debtor for the past 30 years, thus is
knowledgeable of all matters concerning the sale of the property to
Inmobiliaria T & M Inc., the granting of the Right of Usufruct over
said property.
The hourly rates of the firm's personnel are:
Partners $250
Associate Lawyers $125
Paralegals $50
The firm will also charge actual and necessary expenses incurred in
the prosecution of the matters.
To the best of the Debtor's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About The Horned Dorset Primavera
The Horned Dorset Primavera Inc. operates the Horned Dorset
Primavera, a small luxury hotel located in northwestern Puerto
Rico, two miles from the town of Rincon. The hotel --
http://www.horneddorset.net/-- is set among rolling hills at the
edge of the beautiful Caribbean Sea and is known for reserved
European service executed in an atmosphere unique in Puerto Rico
and the award-winning Restaurant Aaron. The hotel is a member of
Relais & Chateaux.
The Horned Dorset Primavera Inc. commenced a Chapter 11 bankruptcy
case (Bankr. D.P.R. Case No. 15-03837) in Old San Juan, Puerto Rico
on May 22, 2015.
According to the docket, the Debtor's Chapter 11 plan is due
Nov. 18, 2015.
The Debtor has tapped Isabel M. Fullana, Esq., at Garcia Arregui &
Fullana PSC, as counsel.
INDIAN CAPITOL: Court Sustains Objection to Mataya Sentencing
-------------------------------------------------------------
Judge James O. Browning of the United States District Court for the
District of New Mexico sustained the objection on the United States
Government's Sentencing Memorandum and will not impose an
aggravating role adjustment nor upwardly depart from Michael
Mataya's sentencing range under the United States Sentencing
Guidelines. Mataya is the owner and president of Debtor Indian
Capitol Distributing, Inc.
An indictment was filed on February 26, 2014 charging Mataya with
two counts for knowingly and fraudulently making a false statement
under oath and in relation to a Title 11 bankruptcy case, and a
third count for knowingly and fraudulently transferring property
belonging to the estate of the debtor to another. Mataya pled
guilty to the third count.
The United States Probation Office disclosed the Presentence
Investigation Report on April 16, 2015. Mataya's total offense
level of 17 and criminal-history category of I resulted in a
Guideline imprisonment range of 30 to 37 months.
The United States filed a U.S. Memo on May 7, 2015, arguing that
the court should not impose a 2-level aggravating role adjustment
under U.S.S.G. Section 3B1.1, because the two employees that Mataya
directed were not "criminally responsible participants in the
offense."
Judge Browning did not apply a Section 3B1.1 enhancement upon
finding that Mataya supervised "unwitting individual[s]" to the
conspiracy. The judge also exercised his discretion to not
upwardly depart from Mataya's Guidelines range, because although
Mataya's fraudulent schemes have led to considerable losses for his
victims, the number of Mataya's victims and the amount of loss that
those victims suffered do not lie outside the heartland of
bankruptcy fraud cases, fraud cases, or federal cases in general.
The case is UNITED STATES OF AMERICA, Plaintiff, v. MICHAEL MATAYA,
Defendant, NO. CR 14-0606 JB (D.N.M.).
A full-text copy of Judge Browning's August 14, 2015 memorandum
opinion and order is available at http://is.gd/GPyp8Nfrom
Leagle.com.
Plaintiff is represented by:
Damon P. Martinez, Esq.
Paige Messec, Esq.
UNITED STATES ATTORNEY ATTORNEY'S OFFICE
P.O. Box 607
Albuquerque, NM 87103
Tel: (505) 346-7274
Fax: (505) 346-7296
Defendant is represented by:
Jason Bowles, Esq.
BOWLES LAW FIRM
500 Marquette N.W. Suite 1060
Albuquerque, NM 87102
Tel: (505) 217-2680
Fax: (505) 217-2681
-- and --
William F. Davis, Esq.
Nephi D. Hardman, Esq.
WILLIAM F. DAVIS & ASSOCIATES, P.C.
6709 Academy Rd NE Ste A
Albuquerque, NM
Tel: (505) 243-6129
Fax: (505) 247-3185
About Indian Capitol
Indian Capitol Distributing, Inc., filed a voluntary chapter 11
petition (Bankr. D. N.M. Case No. 09-11558) on April 14, 2009.
Prior to filing and for a short time after, the business of Debtor
and its owner/manager Michael Mataya was operating several gas
station/convenience stores and a bulk plant in the Gallup, New
Mexico area. Judge James S. Starzynski oversees the case. Bonnie
Bassan Gandarilla, Esq., at Moore, Berkson & Gandarilla, P.C.,
serves as the Debtor's counsel. In its petition, the Debtor
estimated $1 million to $10 million in assets, and $10 million to
$50 million in debts.
INTERNATIONAL MANAGEMENT: IRS Wins Judgment Against Bakers
----------------------------------------------------------
Judge Richard G. Stearns of the United States District Court for
the District of Massachusetts entered judgment in favor of the
United States Government on behalf of the Internal Revenue Service
against Scott and Robyn Baker.
The government, proceeding principally on a theory of fraudulent
transfer, sought to forfeit Scott's interest in their Hingham
property, New Hampshire properties and payout funds from the
International Management Associates that were transferred to Robyn.
The government also argued that the tax liens in place against
Scott attach to and should be enforced against the Hingham
property, New Hampshire properties and IMA payout funds. The
Bakers asked the court to give preclusive effect to the divorce
judgment entered on May 29, 2008 and award the Hingham property,
New Hampshire properties and IMA payout funds in their entirety to
Robyn.
Judge Stearns found several badges of fraud in the transfers that
were done pursuant to the Bakers' final divorce settlement. The
judge also found additional indicia that the divorce was obtained
so as to fraudulently transfer assets, including the facts that the
Bakers continued to live together following the divorce in the very
house that was transferred pursuant to that divorce, and that Robyn
received a disproportionate amount of the assets while Scott
received a disproportionate amount of the debts in the divorce.
The case is UNITED STATES OF AMERICA, v. SCOTT BAKER and ROBYN
BAKER, CIVIL ACTION NO. 13-CV-11078-RGS (D. Mass.).
A full-text copy of Judge Stearns' August 17, 2015 order is
available at http://is.gd/s67dxGfrom Leagle.com.
United States of America is represented by:
Michael R. Pahl, Esq.
Steven M. Dean,Esq.
U.S. DEPARTMENT OF JUSTICE
Scott G. Baker is represented by:
Jeffrey J. Cymrot,Esq.
SASSOON & CYMROT LLP
84 State Street, 8th Floor
Boston, MA 02109
Tel: (617) 720-0099
Fax: (617) 720-0366
Email: jcymrot@sassooncymrot.com
Robyn Baker is represented by:
David Sean McMahon, Esq.
Eric J. Rietveld, Esq.
MCMAHON & ASSOCIATES, PC
One Financial Center, 15th Floor
Boston, MA 02111
Tel: (617) 600-5400
Fax: (617) 284-6260
Email: sean@mcmahontaxlaw.com
eric@mcmahontaxlaw.com
About International Management Associates
Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge
funds for investors. The company and nine of its affiliates filed
for chapter 11 protection (Bankr. N.D. Ga. Case No. 06-62966) on
March 16, 2006. David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts. James R. Sacca, Esq., at Greenberg Traurig,
LLP, and Mark S. Kaufman, Esq., at McKenna Long & Aldridge, LLP,
represent the Official Committee of Unsecured Creditors. When the
Debtors filed for protection from their creditors, they did not
state their total assets but estimated total debts to be more than
$100 million.
On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee. Kilpatrick Stockton LLP represents
Mr. Perkins.
KU6 MEDIA: Songhua Zhang Resigns as Director
--------------------------------------------
Ku6 Media Co., Ltd., announced the resignation of Mr. Songhua Zhang
as an independent director of the board and all board committee
positions which he held. Ms. Jun Deng was appointed as an
independent director of the board as well as member of the audit
committee, effective as of Sept. 7, 2015.
Prior to joining the Company, Ms. Deng was a founder of CEEP
(Beijing) Investment Co., Ltd. and has served as its legal director
and executive director since 2012. Prior to that, Ms. Deng
practiced law at Beijing Dadu Law Firm from 2000 to 2003, at
Mishcon de Reya from 2004 to 2005, and at Beijing Dacheng Law Firm
from 2006 to 2011. Ms. Deng worked at the Research and Development
Center for SourthWest Securities from 1997 to 2000 as an analyst
covering pharmaceutical industry and health care sector. Ms. Deng
received an MBA degree from Oxford University in 2004, a master's
degree in law from Peking (Beijing) University in 2003 and a
bachelor's degree from Beijing Medical University (Peking
University Health Science Centre) in 1996.
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.
LAURA GENS: Wells Fargo's Bid to Impose Bar to Refiling Denied
--------------------------------------------------------------
Judge Alan Jaroslovsky of the United States Bankruptcy Court for
the Northern District of California denied Wells Fargo Bank's
motion to impose a bar to refiling Laura Gens' bankruptcy case.
Laura Gens has previously filed three Chapter 11 cases. Gens'
first bankruptcy case was dismissed on June 26, 2012, because she
was unable to obtain confirmation of a Chapter 11 plan. Less than
two months later, Gens filed a second Chapter 11 petition, which
was again quickly dismissed when Gens' request to continue the
automatic stay pursuant to Section 362(c)(3)(B) of the Bankruptcy
Code was denied. Gens filed her third Chapter 11 case after three
months and four days. A bankruptcy judge entered an order that
there was no automatic stay in effect, but later granted Gens'
motion to impose a stay on Wells Fargo pursuant to Section
362(c)(4)(B). The judge also imposed a special stay on Colonial
Savings. The third Chapter 11 case was reassigned to Judge
Jaroslovsky.
On July 29, 2015, Judge Jaroslovsky granted the U.S. Trustee's
motion to dismiss the third case. Wells Fargo then asked the court
to bar Gens from refiling. Colonial joined in the request.
Judge Jaroslovsky did not feel at liberty to impose a bar to
refiling without a finding that Gens filed in bad faith. The judge
noted that by granting Gens' motion to impose the automatic stay,
Judge Weissbrodt implicitly found it to be filed in good faith.
The case is In re LAURA GENS, Debtor(s), NO. 13-50106 (Bankr. N.D.
Cal.).
A full-text copy of Judge Jaroslovsky's August 17, 2015 opinion is
available at http://is.gd/hVZsdLfrom Leagle.com.
LUCA INTERNATIONAL: Amends List of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Luca International Group, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Texas amended consolidated list
disclosing the following as its 20 largest unsecured creditors:
Name of Creditor Nature of Claim Amount of Claim
---------------- --------------- ---------------
American Resource Investor $10,245,011
Development Ltd
Attn: Mr. Yuki Doi
30 de Castro Street,
Wickhams Cay1
PO Box 4519, Road Town
Tortola, British Virgin Islands
Tel: (853) 6631-3971
Angel Joke Cambodia Target Ltd Investor $7,376,000
3rd Floor, Omar Hodge Building
Wickhmas Cay 1, Road Town
Tortola, British Virgin Islands
Attn: Mr. Makoto Shinoda
Email: jokerjoker4123@gmail.com
skwang777@hotmail.com
Jing Xu Sun Investor $1,000,000
20005 Orchard Meadow Dr
Saratoga, CA 95070
Global President Club Limited Investor $822,000
6-25-16, Kozukai,
Kita-ku Kobe-shi
Hyogo-Ken, Japan
Jinming Hua Investor $500,000
59 Xishan Changxiang
Suzhou Jiangsu,
P. R. China
Bihong Shi Investor $500,000
87-503, Lidu Huayuan Jiangyin
Jiangsu,
P.R. China
156-0210-0001
Chenrui Pan Investor $500,000
24 Union Square #251
Union City, CA 94587
Dongheng Lyu Investor $500,000
6-1-2403, Zunyuan
Heiniuchengdao
Hexi District, Tianjin
Gaofeng Lu Investor $500,000
76 DongqingXiang, Apt 2-2-502
Xiacheng District
Hangzhou, Zhejiang,
P. R. China
Gangliang Qin Investor $500,000
2-1005, Fengyi Guoji Shexian
District
Handan, Hebe
P.R. China
Hongying Hu Investor $500,000
1081 Rock Harbor Pt.
Hercules, CA 94547
Huishen Zhang Investor $500,000
2-1-202 Xinshiji Jiayuan
Wanliu Zhonglu Haidian District
Beijing, P. R. China
186-1147-8188
Hidehiko Funai Investor $350,000
8-10 Kirikawa, Higashi-Osaka City
Osaka 579-8041, Japan
Baoxin Shan Investor $330,000
2302 Bluehaven Dr.
Rowland Heights, CA 91748
Jianglin Zhou and Jie Shen Investor $330,000
3114 Avalon Ct.
Palo Alto, CA 95014
Phone: 510-558-8510
Email: jlzhou@gmail.com
Bei Zhang Investor $330,000
19503 Stevens Creek Blvd., #333
Cupertino, CA 95014
Phone: 408-596-5258
Email: leehsu333@rocketmail.com
Dinh Tuan Dinh Investor $300,000
21342 Provincial Blvd.
Katy, TX 77450
Phone: 281-414-5412
Email: dtddetail@gmail.com
Lan Wang Investor $300,000
Room 1105, Building 8, District B
FuLi City, TianLi Street
Shuangjing Area
Chao Yang District
Beijing, P.R. China 100022
Phone: 86-13860145566
Email: selina.wl@gmail.com
June S. Lee Investor $275,000
2360 Harvard St.
Palo Alto, CA 94306
Phone: 650-213-6767
Email: june.leee123@gmail.com
Hui Jia Investor $250,000
1028 Renee Court
San Jose, CA 95120
Email: huijia@inbox.com
On Aug. 24, 2015, the Debtor filed a consolidated list of 100
largest unsecured creditor.
On Aug. 11, 2015, the Debtor submitted an original list of largest
unsecured creditors
Copies of the lists are available for free at:
http://bankrupt.com/misc/Luca_62_list_50largest.pdf
http://bankrupt.com/misc/Luca_93_Amendedlist.pdf
http://bankrupt.com/misc/Luca_100largest.pdf
About Luca International
Luca International Group LLC and Luca Operation, LLC, and their
affiliates are engaged in the exploration and production of natural
gas, petroleum and related hydrocarbons. The primary assets are
located in Iberville and Ascension Parishes in Louisiana. These
assets include 3 operating oil and gas wells -- Belle Grove 1,
Dugas & Leblanc 1 and Jumonville 2. In addition, the assets
include a water disposal well, Acosta 1, and a shut-in-oil and gas
well, Jumonville 1. The Luca entities also own oil and gas leases
in Texas and working interests in various locations. The Luca
entities are owned by Bingqing Yang.
Luca International Group and 11 related entities sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 15-34221) in Houston,
Texas, on Aug. 6, 2015. The cases are assigned to Judge David R.
Jones.
The Debtors tapped Hoover Slovacek, LLP, as counsel, and BMC Group,
Inc., as claims agent.
The Court authorized the Debtors to borrow $2,000,000 in
postpetition financing from Schumann/Steier Holdings, LLC.
Luca International estimated $50 million to $100 million in assets
and debt.
The petitions were signed by Loretta R. Cross, the CRO.
The U.S. Trustee appointed five members to the Committee of Equity
Security Holders.
LUCA INTERNATIONAL: Hoover Slovacek Approved as Bankruptcy Counsel
------------------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Luca International Group LLC,
et al., to employ Hoover Slovacek LLP, to provide all necessary
legal services nunc pro tunc to Aug. 6, 2015.
Edward L. Rothberg is designated as attorney-in-charge for
representation of the Debtors.
All allowed fees and expenses of the firm will constitute
administrative expenses.
To the best of the Debtors' knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Luca International
Luca International Group LLC and Luca Operation, LLC, and their
affiliates are engaged in the exploration and production of natural
gas, petroleum and related hydrocarbons. The primary assets are
located in Iberville and Ascension Parishes in Louisiana. These
assets include 3 operating oil and gas wells -- Belle Grove 1,
Dugas & Leblanc 1 and Jumonville 2. In addition, the assets
include a water disposal well, Acosta 1, and a shut-in-oil and gas
well, Jumonville 1. The Luca entities also own oil and gas leases
in Texas and working interests in various locations. The Luca
entities are owned by Bingqing Yang.
Luca International Group and 11 related entities sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 15-34221) in Houston,
Texas, on Aug. 6, 2015. The cases are assigned to Judge David R.
Jones.
The Debtors tapped Hoover Slovacek, LLP, as counsel, and BMC Group,
Inc., as claims agent.
The Court authorized the Debtors to borrow $2,000,000 in
postpetition financing from Schumann/Steier Holdings, LLC.
Luca International estimated $50 million to $100 million in assets
and debt.
The petitions were signed by Loretta R. Cross, the CRO.
The U.S. Trustee appointed five members to the Committee of Equity
Security Holders.
LUCA INTERNATIONAL: Nov. 23 Set as Claims Bar Date
--------------------------------------------------
The Hon. David R. Jones of the Bankruptcy Court for the Southern
District of Texas ordered that Nov. 23, 2015, is the deadline for
non-governmental entities, including equityholders, to file proofs
of claim or interests against Luca International Group LLC.
The Debtor, in an amended motion requested that the Court reduce
the previous deadline -- Dec. 21, 2015 -- to Nov. 23, 2015.
About Luca International
Luca International Group LLC and Luca Operation, LLC, and their
affiliates are engaged in the exploration and production of natural
gas, petroleum and related hydrocarbons. The primary assets are
located in Iberville and Ascension Parishes in Louisiana. These
assets include 3 operating oil and gas wells -- Belle Grove 1,
Dugas & Leblanc 1 and Jumonville 2. In addition, the assets
include a water disposal well, Acosta 1, and a shut-in-oil and gas
well, Jumonville 1. The Luca entities also own oil and gas leases
in Texas and working interests in various locations. The Luca
entities are owned by Bingqing Yang.
Luca International Group and 11 related entities sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 15-34221) in Houston,
Texas, on Aug. 6, 2015. The cases are assigned to Judge David R.
Jones.
The Debtors tapped Hoover Slovacek, LLP, as counsel, and BMC Group,
Inc., as claims agent.
The Court authorized the Debtors to borrow $2,000,000 in
postpetition financing from Schumann/Steier Holdings, LLC.
Luca International estimated $50 million to $100 million in assets
and debt.
The petitions were signed by Loretta R. Cross, the CRO.
The U.S. Trustee appointed five members to the Committee of Equity
Security Holders.
MEDIA GENERAL: Moody's Retains Ratings Over Meredith Corp. Deal
---------------------------------------------------------------
Moody's says Media General, Inc.'s announced agreement to acquire
Meredith Corporation in a stock and cash transaction that values
Meredith at roughly $3.1 billion has no immediate impact on Media
General's credit ratings as Moody's projects the company's
operating performance and credit metrics to improve and fall within
the B1 rating in the first year post-closing. The merger is
expected to close in 2Q2016 subject to shareholder approval from
both companies as well as regulatory clearance, and the combined
company will be renamed Meredith Media General.
Moody's said, "The formation of Meredith Media General is initially
credit neutral as the significant operating benefits of the
combination largely offset the increase in leverage and added
exposure to print advertising (we estimate at less than 10% of
combined pro forma EBITDA). Beyond the first 12 months, we believe
the transaction can be credit positive, reflecting the company's
statement that it would apply free cash flow to reduce reported
leverage to 3.5x or better in two years. Debt ratings will be
supported by the company's fortified position as a leading local
broadcaster with the #1 presence in the top 50 DMA's in addition to
having critical #1 or #2 rankings in 80% of the combined markets.
The company will be in a good position to deliver branded content
across its national footprint and leading digital operations."
There are currently four large local broadcasters with television
revenue of roughly $1 billion or more: Media General (B1 stable),
Sinclair Broadcasting Group (Ba3 stable), TEGNA (Ba1 negative), and
Tribune Media (Ba3 stable). The new Meredith Media General improves
its position among these four operators with $1.9 billion of
television revenue and distinguishes itself by adding Meredith's #1
or #2 ranked stations in attractive top 50 markets. Post-merger,
the company increases its broadcast footprint to roughly 30% of
U.S. TV households from 23%.
Media General, headquartered in Richmond, VA, is a leading
television broadcaster and is expected to own, operate or service
88 stations and associated digital properties across 54 markets
covering an estimated 30% of U.S. television households
post-closing of the announced acquisition of Meredith. In addition,
the combined company will have leading digital and
nationally-focused media brands including magazines. Network
affiliations will include 29 CBS stations, 15 NBC, 14 FOX, 13 ABC,
8 FOX, 11 CW, and 11 MyTV . Media General's existing shareholders
will own approximately 65% of the combined company and existing
Meredith shareholders will own 35%. Current owners of Media General
include Standard General, Oppenheimer, Gabelli, and Highland
Capital, with the remainder being widely held. Pro forma revenue
for the acquisition totaled $3.0 billion in calendar 2014.
MIDWAY GOLD: Commonwealth Bank Balks at RBC Dominion Employment
---------------------------------------------------------------
Commonwealth Bank of Australia, as administrative agent, asked the
U.S. Bankruptcy Court for the District of Colorado to authorize
Midway Gold US Inc. et al., to employ RBC Dominion Securities Inc.,
as investment banker, with the modifications.
According to Commonwealth, the terms and conditions of RBC's
engagement are inappropriate in the context of Chapter 11 case and
are unreasonable under Section 328(a) of the Bankruptcy Code.
Specifically, Commonwealth Bank complains that:
(1) the C$1,750,000 minimum divestiture fee for corpoate sales
is excessive;
(2) the C$500,000 minimum divestiture for asset sales and
partial monetizations is excessive;
(3) the engagement letter allows RBC to double divestiture fess
for asset sales and partial monetizations;
(4) there should be no divestiture fee for a Spring Valley
(certain Midway US properties) transaction;
(5) there should be no success fees if he existing lenders
provide the Debtors financing;
(6) there should be no divestiture fee if the existing lenders
credit bid for their collateral; and
(7) an opinion fee must be payable in a fairness as actually
issued.
As investment banker, RBC will, among other things:
(a) solicit or arrange, if requested, investors to purchase debt
or equity securities of the Debtors, any successor or one or more
of its subsidiaries;
(b) assist the Debtors in developing, evaluating and, if deemed
advisable by the Debtors, implementing other strategic or
recapitalization alternatives the Debtors, any successor or more or
more of its subsidiaries may pursue; and
(c) furnish opinion as to the fairness, from a financial point
of view, of the consideration to be received by the Debtors or its
security holders in a transaction.
The Debtors proposed to pay RBC these compensation:
(1) a retainer fee of C$$100,000;
(2) a work fee of C$$30,000 per month, payable monthly in
advance, commencing one month from the date of the engagement
letter;
(3) a non-refundable cash opinion fee of C$$250,000 for an asset
sale or partial monetization and an opinion fee of C$$500,000 for a
corporate sale;
(4) the Debtors will pay these divestiture fees with respect to
a sale: (a) for an asset sale or partial monetization, a
Divestiture Fee of the greater of C$$500,000 and 3.50% of the
transaction proceeds; (b) for a corporate sale, a divestiture fee
of 1.10% of the transaction proceeds, plus 5.00% of the transaction
proceeds in excess of C$$250 million, subject to a minimum
divestiture fee of C$$1,750,000. In the event an asset sale or
partial monetization precedes a corporate sale, the transaction
proceeds from such asset sale or partial monetization will be added
to the transaction proceeds of the corporate sale and 33.3% of the
Divestiture Fee from such asset sale or partial monetization will
be credited against the corporate sale divestiture fee;
(5) a financing fee payable upon closing of a debt placement or
equity placement, as the case may be:
(a) 2% of the gross proceed raised from any debt placement
that is secured by a first lien;
(b) 3% of the gross proceeds raised from any debt placement
that is secured by a second or more junior lien, or is unsecured
and/or subordinated;
(c) 4% of the gross proceeds raised from any debt placement
consisting of securities convertible into equity in the Debtors, or
which includes warrants exercisable for equity in the Debtors;
(d) 5% of the gross proceeds from any equity placement.
(6) a restructuring fee of the greater of (i) C$$900,000 and
(ii) 2.50% of the face value of existing liabilities which are
subject in any manner to a restructuring, payable upon closing of
the restructuring alternative transaction fee. If the Debtors
pursue an alternative transaction, a fee will be paid to RBC upon
completion of such transaction, such fee to be negotiated
separately and in good faith, and consistent with industry
practice. 100% of the opinion fee, retainer fee and up to five
months of the work fees paid will be credited against any
divestiture fee, financing fee, restructuring fee or alternative
transaction fee.
(7) the Debtors will reimburse RBC for all reasonable
out-of-pocket expenses incurred by RBC for services provided.
Pursuant to the engagement letter, the Debtors paid RBC a one-time
retainer fee in the amount of C$$100,000 to engage RBC and provide
for the first month of RBC's services.
To the best of the Debtors' knowledge, RBC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear. Gavin/Solmonese LLC serves as its financial advisor.
MIDWAY GOLD: Creditors Have Until Sept. 21 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado established
Sept. 21, 2015, as the deadline for any individual or entity to
file proofs of claim against Midway Gold US Inc. and its debtor
affiliates.
Proofs of claim must be filed with the Clerk of the bankruptcy
court by e-filing, or by mail, overnight, or hand delivery to Epiq
Bankruptcy Solutions, LLC, at these address:
If by first-class mail:
Midway Gold US Inc., Claims Processing Center
c/o Epiq Bankruptcy Solutions, LLC
P.O. Box 4420
Beaverton, OR 97076-4420
If by hand-delivery or overnight mail:
Midway Gold US Inc., Claims Processing Center
c/o Epiq Bankruptcy Solutions, LLC
10300 SW Allen Blvd.
Beaverton, OR 97005
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear. Gavin/Solmonese LLC serves as its financial advisor.
MIDWAY GOLD: Epiq Bankruptcy OK'd as Claims and Balloting Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Midway Gold US Inc., et al., to employ Epiq Bankruptcy Solutions,
LLC, as claims, noticing and balloting agent nunc pro tunc to June
22, 2015.
Epiq is expected to perform noticing services and to receive,
maintain, record and otherwise administer the proofs of claim filed
in the Chapter 11 cases, and all related tasks.
Epiq will serve as the custodian of court records and will be
designated as the authorized repository for all proofs of claim
filed in the cases and is authorized and directed to maintain
official claims registers for each of the Debtors and to provide
the Clerk with a certified duplicate thereof upon the request of
the Clerk.
In an amended motion filed on June 25, 2015, the Debtors had
determined that they will have to provide certain notices in the
bankruptcy cases to over a thousand entities, many of whom may file
claims. The Debtors submit that the appointment of a claims,
noticing and balloting agent is in the best interests of both the
Debtors' estates and their creditors.
Prior to the Petition Date, the Debtor provided Epiq a retainer in
the amount of $25,000. Epiq may apply its retainer to all
prepetition invoices, which retainer will be replenished to the
original retainer amount, and thereafter, Epiq may hold its
retainer under the services agreement during the case as security
for the payment of fees and expenses incurred under the services
agreement.
Epiq has represented that it neither holds nor represents any
interest materially adverse to the Debtors' estates in connection
with any matter on which it would be employed.
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear. Gavin/Solmonese LLC serves as its financial advisor.
MIDWAY GOLD: Proposes Up to $369K in Bonuses to 7 Employees
-----------------------------------------------------------
Midway Gold US Inc. and the affiliated debtors subsidiaries ask the
U.S. Bankruptcy Court for the District of Colorado to approve a
proposed employee incentive program.
The Debtors related that there are seven key employees who have
valuable and, in some instances, irreplaceable institutional
knowledge of the Debtors' businesses, systems, commercial
relationships, and operations and who are integral to maintaining
operational stability and driving cash flow. The Key Employees
would be exceptionally difficult to replace under normal
circumstances, and even more difficult as a practical matter given
the commencement of these cases, the Debtors tell the Court. It is
critical to ensure the continued commitment and service of the Key
Employees during the pendency of these cases in order to avoid
disruption to their ongoing business operations and irreparable
harm to their efforts to maximize value, the Debtors assert.
The seven Key Employees will be eligible to receive payments
totaling approximately $369,000 in the aggregate. The specific
amounts to which the individuals will be eligible to receive are,
in some cases, a percentage of their respective salaries and, in
other cases, a fixed amount.
The Debtors submit that the incentive program is a proper exercise
of the Debtors’ business judgment, is justified by the facts and
circumstances of the cases and that implementing and making
payments under the KERP is in the best interests of the Debtors,
their estate, creditors, and all other stakeholders and should be
approved.
The Debtors are represented by:
Stephen D. Lerner, Esq
SQUIRE PATTON BOGGS (US) LLP
221 E. Fourth Street, Suite 2900
Cincinnati, OH 45202
Tel: (513) 361-1200
Fax: (513) 361-1201
Email: Stephen.lerner@squirepb.com
-- and --
Nava Hazan, Esq.
SQUIRE PATTON BOGGS (US) LLP
30 Rockefeller Plaza, 23rd Floor
New York, NY 10112
Tel: (212) 872-9800
Fax: (212) 872-9815
Email: Nava.hazan@squirepb.com
-- and --
Harvey Sender, Esq.
SENDER WASSERMAN WADSWORTH, P.C.
1660 Lincoln Street, Suite 2200
Denver, Colorado 80264
Tel: (303) 296-1999
Fax: (303) 296-7600
Email: dvw@sendwass.com
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero. The Debtors sought
to have their cases jointly administered for procedural purposes,
with all pleadings will be maintained on the case docket for Midway
Gold US Inc.; Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
In July, the U.S. trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear.
Midway Gold disclosed $184 million in assets and $62.4 million in
liabilities as of March 31, 2015.
MIDWAY GOLD: US Unit Okayed as Foreign Representative
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Midway Gold US, Inc., to act as foreign representative on behalf of
Midway Gold Corporation, et al.'s estates in any judicial or other
proceeding held in a foreign country, including in the Canadian
Proceedings.
As foreign representative, Midway US will be authorized and will
have the power to act in any way permitted by applicable foreign
law, including, but not limited to:
(i) seeking recognition of the chapter 11 cases in the Canadian
Proceedings;
(ii) requesting that the Canadian Court lend assistance to the
Court in protecting the property of the Debtors' estates; and
(iii) seeking any other appropriate relief from the Canadian Court
that Midway US deems just and proper in the furtherance of the
protection of the Debtors' estates.
As reported by The Troubled Company Reporter on June 24, 2015,
three of the Debtors, Midway Gold Corporation, GEH (BC) Holding
Inc. and MDW Mine ULC -- Canadian Debtors -- are incorporated in
British Colombia, Canada. Section 109(a) of the Bankruptcy Code
sets forth the basic requirements for a "person" to commence a case
under the Bankruptcy Code and provides as follows: "Notwithstanding
any other provision of this section, only a person that resides or
has a domicile, a place of business, or property in the United
States, or a municipality, may be a debtor under this title."
Each of the Canadian Debtors owns property in the United States and
maintains a place of business in the United States. First, each of
the Canadian Debtors has sent retainers to their United States
counsel, which retainer is kept on behalf of each of the Debtors,
including the Canadian Debtors, by the Debtors' two United States
counsel. Second, the Canadian Debtors have their principal "place
of business" in the United States because, among other things, (i)
the Debtors are U.S.-based gold producers and all the Debtors'
mineral properties are located in Nevada and Washington, (ii) the
Debtors' corporate group is an integrated group with the nerve
center of all operations in the state of Colorado, where the
Debtors' executive management and headquarters is located, and in
the state of Nevada, where most of the Debtors' mineral properties
are located, (iii) the seat of the enterprise's management
functions is in the state of Colorado, where all corporate and
strategic decisions are made, and (iv) all of the Debtors'
employees are located in the United States.
The Debtors also have certain assets and operations in Canada. For
example, common stock of Midway Gold Corp. trades publicly on the
Toronto Stock Exchange. In connection with the commencement of
these chapter 11 cases, each of the Canadian Debtors has filed a
chapter 11 petition with the Court. In addition, Midway US, as the
proposed Foreign Representative, intends to seek ancillary relief
in Canada on behalf of all Debtors, pursuant to the Companies'
Creditors Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended
(the "CCAA") in the Supreme Court of British Columbia (the
"Canadian Court") in Vancouver, British Columbia, Canada. The
purpose of the ancillary proceedings will be to request that the
Canadian Court recognize the chapter 11 cases as a "foreign main
proceeding" under the applicable provisions of the CCAA -- Canadian
Proceedings -- in order to, among other things, protect the
Debtors' assets and operations in Canada.
Section 46 of the CCAA provides:
(1) Application for recognition of a foreign proceeding. A
foreign representative may apply to the court for recognition of
the foreign proceeding in respect of which he or she is a foreign
representative.
(2) Documents that must accompany application. . . . the
application must be accompanied by. . . (b) a certified copy of the
instrument, however designated, authorizing the foreign
representative to act in that capacity or a certificate from the
foreign court affirming the foreign representative's authority to
act in that capacity.
Stephen D. Lerner, Esq., at Squire Patton Boggs (US) LLP, averred
that authorizing Midway US to act as Foreign Representative on
behalf of the Debtors' estates in the Canadian Proceedings will
allow coordination of the Chapter 11 cases and the Canadian
Proceedings, and provide an effective mechanism to protect and
maximize the value of the Debtors' assets on both sides of the
border.
On July 23, Midway Gold US Inc., notified the Court that: (1) on
June 24, 2015, the Court authorized
Midway Gold US, Inc. to act as the Debtors' foreign representative
in the ancillary Canadian insolvency proceedings pending in the
Supreme Court of British Columbia under the Companies' Creditors
Arrangement Act; (2) on June 25, the Canadian Court entered the
order made after application which governs certain aspects of the
CCAA Proceedings; and (3) on June 25, the Canadian Court also
entered the supplemental order in foreign main proceeding.
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear. Gavin/Solmonese LLC serves as its financial advisor.
MOLYCORP INC: U.S. Trustee to Continue 341 Meeting on Sept. 18
--------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Molycorp Inc.
will continue the meeting of creditors on Sept. 18, 2015, at 10:00
a.m., according to a filing with the U.S. Bankruptcy Court in
Delaware.
The meeting will be held at J. Caleb Boggs Federal Building, Room
2112, 844 King Street, in Wilmington, Delaware.
About Molycorp
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.
MUSCLEPHARM CORP: Final Settlement with SEC Approved
----------------------------------------------------
MusclePharm Corporation announced approval of the final settlement
with the United States Securities and Exchange Commission.
The SEC investigation had focused on disclosure and internal
control deficiencies dating from 2010-2013 which have since been
revised. The company during 2014 amended its filings making
expanded disclosures which principally relate to executive
perquisites and related-party transactions, and has received
voluntary repayment of certain amounts from current and former
executives for which inadequate supporting documentation of
business purpose was available. In connection with the settlement,
MusclePharm neither admitted nor denied the allegations. The
settlement provides for a civil monetary penalty in the amount of
$700,000 of which approximately $400,000 has already been paid into
escrow by the company, but does not impose any restrictions on
MusclePharm's business activities. MusclePharm agreed as part of
the settlement to retain an independent consultant mutually
acceptable to the company and the SEC in connection with review of
compliance and disclosure matters for a 12-month period.
Brad Pyatt, the Company's chief executive officer, and former audit
committee chair Donald Prosser settled related proceedings without
admitting or denying the allegations and agreed to pay separate
civil monetary penalties. Former chief financial officers L. Gary
Davis and Lawrence Meer also settled similar proceedings.
"MusclePharm has previously instituted new and expanded disclosure
controls and procedures that addressed many of the issues described
in the SEC order," a MusclePharm spokesman said. "The company is
pleased with the outcome of the proceedings and looks forward to
putting this behind it."
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.
As of June 30, 2015, the Company had $75.1 million in total assets,
$56.9 million in total liabilities and $18.1 million in total
stockholders' equity.
NEW YORK MILITARY: Bankruptcy Auction Scheduled for September 30
----------------------------------------------------------------
Hilco Real Estate, LLC set September 30, 2015, as the date to
auction of the New York Military Academy located in
Cornwall-on-Hudson, New York, which is less than six miles from the
United States Military Academy at West Point. The New York
Military Academy is a fully-accredited college preparatory school
established in 1889, covering grades 8 through 12. Over the years
many well-known public figures have attended the school, including
Donald Trump, Francis Ford Coppola, Troy Donahue, Bob Benmosche,
Bob Stiller, and Stephen Sondheim.
The sale includes all of the accreditations in place to continue to
operate as a college preparatory school. Multiple parcels are
available for sale: Parcel 1 is 77.3+/- acres and includes the
school, all of the structures, and all ancillary facilities needed
to operate the school (administration, academic, dorms, apartments,
single-family homes); Parcel 2 is a 35+/- acre parcel of vacant
land; Parcel 3 is a 1.10+/- acre parcel of vacant land. Bidders may
bid on individual parcels or the property as a whole. The property
is ideal for continued use as a preparatory school or multiple
alternative uses may be considered, such as residential
development, government, medical, commercial and more. The minimum
bid for the property as a whole is $9,500,000.
The auction will take place at 1:00 p.m. on September 30 at the US
Bankruptcy Court Southern District of New York, 355 Main Street,
Room 341, Poughkeepsie, NY 12601. All sales are subject to court
approval.
Anthony Desa, President of the Board of Trustees, stated, "The NYMA
is one of the most exceptional college preparatory schools in the
Country. Over the years the NYMA has been dedicated to a
comprehensive and substantive process of developing young leaders
who are 'Set Apart for Excellence' by being inspired, engaged, and
ready for success and fulfillment in college and in life. We look
forward to the new owner continuing the high standards of
excellence that have been established over the last 126 years the
academy has been in existence."
To view Bidding Procedures and Terms of Sale visit:
http://www.hilcorealestate.com/NYMA
Commenting on the sale, Jeff Azuse, Senior Vice President of Hilco
Real Estate, said, "This is a rare opportunity to buy at auction a
fully-accredited military academy with a 100+ year history, located
just 55 miles from Manhattan, New York in Cornwall-on-Hudson. Due
to its location, property attributes, and multiple alternative uses
we expect this sale to be attractive to a wide variety of potential
buyers including real estate investors, developers and end users."
For more information about bidding procedures and further details
about the terms of sale, please visit www.HilcoRealEstate.com/NYMA
or contact a member of our transactional team at 855-755-2300.
About Hilco Real Estate, LLC
Hilco Real Estate, LLC ("HRE"), a Hilco Global company, is
headquartered in Northbrook, Illinois (USA). HRE is a national
provider of strategic real estate disposition services.
About New York Military Academy
New York Military Academy, a private coeducational boarding school,
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
15-35379) on March 3, 2015. David B. Fields signed the petition as
first vice-president. The Debtor reported total assets of $10.5
million and total debts of $10.9 million.
Lewis D. Wrobel, Esq., at Lewis D. Wrobel, serves as counsel to the
Debtor.
The U.S. Trustee for Region 2 appointed three unsecured creditors
to serve on the Official Committee of Unsecured Creditors. The
Committee tapped Steven Jurista, Esq., Wasserman, Jurista & Stolz,
PC, as counsel.
NEWZOOM INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NewZoom, Inc.
dba ZoomSystems
22 Fourth Street, 16th Floor
San Francisco, CA 94103
Case No.: 15-31141
Type of Business: The Company offers an end-to-end technology and
services solution that allows its customers –
major brands and retailers – to sell its
products to consumers through automated kiosks
called "ZoomShops," which are installed and
operated by the Company in high-traffic
locations such as airports and malls.
Chapter 11 Petition Date: September 10, 2015
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Hon. Hannah L. Blumenstiel
Debtor's Counsel: John D. Fiero, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
150 California St. 15th Fl.
San Francisco, CA 94111-4500
Tel: (415)263-7000
Email: jfiero@pszjlaw.com
- and -
John William Lucas, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
150 California Street, 15th Floor
San Francisco, CA 94111
Tel: (415) 263-7000 x5108
Email: jlucas@pszjlaw.com
- and -
Jason Rosell, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
150 California St, 15th Fl
San Francisco, CA 94111
Tel: (415) 263-7000
Email: jrosell@pszjlaw.com
Debtors' PRIME CLERK LLC
Claims and
Noticing
Agent:
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by John A. Lawrence, president and chief
executive officer.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
FUJIFILM North America Corp. Trade Debt $396,810
Box 200232
Pittsburg, PA 15251-0232
Brenda Josephson
Tel:(800)755-3854
Fax:(914)789-8640
Email:bjosephs@fujifilm.com
Panasonic ARPSA Trade Debt $389,772
2055 Sanyo Ave.
San Diego, CA 92154
Suddath Relocation Systems of Trade Debt $355,604
N8 W22270 Johnson Drive
Waukesha, WI 53186
David Skokan
Tel: 2624464705
Fax: 9527466898
Email: David.Skokan@suddath.com
UMC Global Inc. Trade debt $159,309
PriceWaterhouseCoopers LLP Services $145,912
Be Chosen-Servicios e Cosultor Trade Debt $125,794
Intuit Inc. Trade Debt $124,104
Clark County Dept. of Aviation Trade Debt $115,387
Fujifilm Canada Inc. Trade Debt $113,380
Creative Agency Svcs Team, Inc. Trade Debt $101,897
Orrick, Herrington & Sutcliffe Services $92,914
SIKICH LLP Trade Debt $90,422
Imaginea Technologies, Inc. Trade Debt $86,914
World Duty Free North America Trade Debt $70,548
Insight Global Trade Debt $67,450
Westfield USA Trade Debt $67,082
City of Los Angeles Trade Debt $60,350
SoloPoint Solutions Trade Debt $50,600
Dell Marketing LP Trade Debt $47,636
Cinram Group, Inc. $47,080
NEWZOOM INC: Files for Chapter 11 Bankruptcy
--------------------------------------------
NewZoom, Inc., filed a voluntary petition for reorganization under
Chapter 11 in the U.S. Bankruptcy Court for the Northern District
of California (Bankr. N.D. Calif. Case No. 15-31141) on Sept. 10,
stating that the Company no longer has sufficient working capital
to fund its ongoing operations.
Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel. It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping. It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan. The Debtor employs
approximately 115 people.
In 2014, the Company had revenues of $34.4 million and expenses of
$38.1 million. Based on the Company's June 2015 balance sheet, the
Company had assets worth $17 million and liabilities of $32.7
million.
John A. Lawrence, president and chief executive officer of NewZoom,
says in a declaration filed with the Court that the Debtor's
financial performance in 2015 has fallen short of forecasts due to
a number of factors, including the lack of access to new product
lines, disagreements with customers, and delays in securing lease
agreements where new stores were forecasted to be opened. As a
result of these shortfalls, combined with the Company's low cash
balance entering the year, the Company no longer has sufficient
working capital and has no additional sources of capital readily
available.
In January 2015, NewZoom began exploring strategic alternatives,
primarily focused on a potential sale of the Company, private
equity raise from new investors or loan refinancing. None of these
strategic alternatives come to fruition.
The Debtor is a party to a secured financing arrangement that
features Wells Fargo Bank, N.A., as the administrative agent for
MIHI, LLC, which is the note purchaser under the documents. MIHI,
LLC is affiliated with Macquarie Capital (USA), Inc. As of the
Petition Date, the balance owed on the Loan is approximately $24.1
million.
MIHI LLC has committed to provide up to $3.7 million in
postpetition financing to fund the Debtor's operating and
administrative expenses pending its reorganization.
Pachulski Stang Ziehl & Jones LLP represents the Debtor as counsel.
Prime Clerk LLC acts as the Debtor's claims and noticing agent.
Judge Hannah L. Blumenstiel presides over the case.
Concurrently with the filing of the petition, the Debtor is seeking
to:
-- obtain postpetition financing and use cash collateral;
-- use existing bank accounts and continue its cash
management system;
-- pay employee obligations; and
-- prohibit utility providers from discontinuing services.
A copy of the declaration filed together with the petition is
available for free at:
http://bankrupt.com/misc/2_NEWZOOM_Declaration.pdf
NEWZOOM INC: Wants to Obtain $3.7-Mil. DIP Financing
----------------------------------------------------
NewZoom, Inc., seeks authority from the Bankruptcy Court to borrow
up to $3.7 million in postpetition financing from MIHI, LLC, and to
use cash collateral that secures the Debtor's prepetition
obligations.
The Debtor intends to obtain $1.2 million postpetition financing on
an interim basis.
The Loan has an interest rate of 12% per annum and will mature on
Dec. 10, 2015.
The liens that the Debtor proposes to grant to MIHI to secure
repayment of the Postpetition Loan Facility will prime the existing
prepetition secured debt of MIHI.
"Absent immediate funding through the Postpetition Loan Facility
and use of cash collateral, the Debtor would be forced to shut down
its business and convert this case to chapter 7, which would have a
tremendously adverse effect on the Debtor's estate, its employees,
vendors, and other constituents," asserts John D. Fiero, Esq. at
Pachulski Stang Ziehl & Jones LLP, counsel to the Debtor.
Mr. Fiero relates the Debtor intends to promptly file a
reorganization plan that will preserve the business as a going
concern and the Postpetition Financing is necessary to fund the
operating expenses of the business and the administrative expenses
of the bankruptcy case pending its reorganization.
The Debtor does not have access to financing on better terms than
the proposed Postpetition Loan Facility, Mr. Fiero tells the
Court.
Prepetition Loan Agreement
NewZoom is party to a secured financing arrangement that features
Wells Fargo Bank, N.A. as the administrative agent for MIHI, LLC,
which is the note purchaser under the documents, on or about May
26, 2011. MIHI is affiliated with Macquarie Capital (USA), Inc.
Pursuant to the Prepetition Loan Agreement, the Lender has made
various loans and, as of the Petition Date, the Debtor was indebted
to the Lender in the aggregate principal amount of not less than
$24,147,371.
In addition, pursuant to the Prepetition Loan Agreement, to secure
payment of the Prepetition Indebtedness, the Debtor granted to the
Lender a security interest in substantially all of its present and
after-acquired assets and the proceeds of the foregoing.
About NewZoom
Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel. It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping. It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan. The Debtor employs
approximately 115 people.
NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015. John A. Lawrence
signed the petition as president and chief executive officer.
The Debtor has estimated assets and liabilities in the range of $10
million to $50 million.
Pachulski Stang Ziehl & Jones LLP represents the Debtor as counsel.
Prime Clerk LLC acts as the claims and noticing agent.
The case is assigned to Judge Hannah L. Blumenstiel.
NIRVANA INC: Wants Exclusive Periods Extended Until January 29
--------------------------------------------------------------
Nirvana, Inc., et al. request the United States Bankruptcy Court
for Northern District of New York for an extension of the Debtors'
exclusive periods within which to file and solicit acceptances of
their chapter 11 plans from October 1, 2015, and November 30, 2015,
respectively, to January 29, 2016 and March 29, 2016,
respectively.
In its Motion, the Debtors assert that they sought these extensions
to avoid the necessity of having to formulate a chapter 11 plan or
plans prematurely and to ensure that their chapter 11 plans best
address the interests of the Debtors, their creditors and estates.
The Debtors point out that their cases are complex, and involve
assets valued on the Petition date at approximately $20 million and
liabilities totaling approximately $36 million. They note that the
sale transaction related to substantially all of the Debtors'
assets must be completed before the Debtors can formulate and
negotiate successful chapter 11 plans. Completion of this
transaction, the Debtors said, is necessary in order for them to
prepare a joint disclosure statement containing adequate
information. The Debtors said their demonstrated progress in
resolving issues that have arisen since the Petition Date also
justifies the requested extension of the Exclusive Periods.
The Debtors have worked with their prepetition secured lenders, the
Committee and the Office of the United States Trustee on all issues
in order to ensure the proper administration of their cases. The
Debtors believe, based on the progress to date and the constructive
discussions with their key constituencies, that their prospects for
ultimately proposing and filing a viable joint chapter 11 plan are
solid, thus warranting an extension of the Debtors' Exclusive
Periods.
The bankruptcy court will hold a hearing on September 24, 2015, at
10:30 a.m. on the request. The deadline to file objections is
September 17.
Nirvana, Inc., et al. are represented by:
Stephen A. Donato, Esq.
Camille W. Hill, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center, 18th Floor
Syracuse, NY 13202
Tel: (315) 218-8000
Email: sdonato@bsk.com
chill@bsk.com
About Nirvana Inc.
Nirvana Inc. is a manufacturer and bottler of spring water that is
captured from four natural springs on 1,600 acres of property
located in the foothills of the Adirondack Mountains at Forestport,
New York. Nirvana says its water is exceptionally pure and flows
naturally to the surface at a temperature of 42 degrees Fahrenheit.
Nirvana is a closely-held New York corporation with a principal
office located at One Nirvana Plaza, Forestport, New York. Nirvana
was formed on June 2, 1995 by Mozafar Rafizadeh and his brother,
Mansur Rafizadeh.
Nirvana, Inc., and three affiliates -- Nirvana Transport,
Inc., Nirvana Warehousing, Inc. and Millers Wood Development
Corp. -- sought Chapter 11 bankruptcy protection (Bankr. N.D.N.Y.
Lead Case No. 15-60823) in Utica, New York, on June 3, 2015. The
cases are assigned to Judge Diane Davis.
According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due Oct. 1, 2015. The deadline for filing
claims by governmental units is Nov. 30, 2015.
The Debtors tapped Bond, Schoeneck & King, PLLC, as general
counsel, and Teitelbaum & Baskin, LLC, as special counsel.
NN INC: Moody's Affirms 'B2' CFR & Rates New Secured Loans 'Ba3'
----------------------------------------------------------------
Moody's Investors Service affirmed NN, Inc.'s Corporate Family
(CFR) and Probability of Default (PDR) ratings at B2 and B2-PD,
respectively. In a related action, Moody's assigned a Ba3 to NN's
new $100 million secured revolving credit facility and $525 million
senior secured term loan, and assigned a Caa1 rating to the new
$300 million senior unsecured notes. Proceeds from the new term
loan and notes will be used, along with cash on hand, to fund the
previously announced agreement to purchase Precision Engineered
Products Holdings, Inc. (PEP) for $615 million, refinance existing
debt, and to pay related fees and expenses. Moody's also affirmed
the Speculative Grade Liquidity (SGL) Rating at SGL-3. The rating
outlook remains stable.
On August 17, 2015, NN announced a definitive agreement to acquire
PEP and anticipated that the transaction will close by the end of
October 2015. PEP is a manufacturer of highly engineered and
customized precision products with key end markets that include
medical, electrical, transportation, and power grid distribution.
Pro forma for the LTM period ended June 30, 2015, PEP generated
approximately $245 million in revenue.
The following ratings were assigned:
NN, Inc.
$100 million senior secured revolver due 2020, at Ba3 (LGD3);
$525 million senior secured term loan due 2022, at Ba3 (LGD3);
$300 million senior unsecured notes due 2023, at Caa1 (LGD5)
The following ratings were affirmed:
NN, Inc.
Corporate Family Rating at B2;
Probability of Default Rating at B2-PD;
Speculative Grade Liquidity Rating at SGL-3
The ratings on the existing term loan and revolver will be
withdrawn at the close of this transaction.
RATINGS RATIONALE
The affirmation of NN's CFR at B2 reflects the company's aggressive
acquisition strategy and modest size, balanced by a strong
competitive profile. NN's acquisition of Autocam in 2014 roughly
doubled NN's revenue base to approximately $660 million, while the
acquisition of PEP is expected to further increase revenues to over
$900 million on a pro forma basis. Moody's expects the acquisition
of the higher-margin PEP business along with other synergies gained
from the acquisition of Autocam to support increasing profit
margins over the intermediate-term. Notwithstanding this rapid
growth in size, revenues will still be of relatively modest scale
under this particular factor of Moody's Automotive Supplier
methodology. The expectation of this rapid expansion in scale was
incorporated in the initial B2 CFR assignment in June 2014.
NN's ratings benefit from the company's diversified end markets and
customer base, which should mitigate cyclical downturns in the
company's individual end-markets. The combination with PEP will
further diversify NN's end markets by reducing exposure to the
light vehicle market from about 70% to about 54%. NN's competitive
position is also supported by long-standing customer relationships
and a strong mix of highly engineered products which create
meaningful market entry barriers.
The stable outlook incorporates Moody's expectation that while NN's
leverage will remain high over the near-term, debt / EBITDA should
reduce below 5x in 2016 as the company integrates the pending
acquisition.
The SGL-3 rating reflects our anticipation that NN will have an
adequate liquidity profile over the near-term. Pro forma for the
PEP acquisition, the company's June 30, 2015 cash is expected to be
approximately $17 million. Moody's also expects the company to
generate modestly positive free cash flow over the next 12 to 18
months. As part of the current transaction, NN will establish a new
$100 million revolver due 2020 which is estimated to be undrawn at
closing. This facility would replace the current $100 million ABL
revolving credit facility due 2019. As of June 30, 2015, the
company had $2.2 million in letters of credit outstanding. The
revolver is expected to contain a springing maximum net leverage
ratio based on usage, which we do not expect to be sprung over the
next 12 to 18 months.
Consideration for a higher outlook or rating could result from
achieving debt/EBITDA below 3.5x and EBITA/interest expense,
inclusive of restructuring charges, above 3.5x supported by
outpacing industry growth trends and the successful integration
NN's recent acquisitions. Other considerations include balanced
shareholder return policies along with more a moderate pace of
acquisition growth.
Future events that have the potential to drive a lower outlook or
rating include debt-funded acquisitions that result in the
weakening of credit metrics, the inability to successfully
integrate acquisitions, or weakness in global automotive
production. Consideration for a lower outlook or rating could
result from, in Moody's view, debt/EBITDA approaching 5x, or
EBITA/interest below 2.5x. A weakening liquidity profile could also
drive a negative rating action.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013.
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. Combined pro forma revenues
for 2015 are estimated to be over $900 million.
NNN MET: Files Schedules of Assets and Liabilities
--------------------------------------------------
NNN Met Center 15 39, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $28,630,000
B. Personal Property $3,373,866
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $23,538,261
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $4,605,262
----------- -----------
Total $32,003,866 $28,143,523
A copy of the schedules is available for free at
http://bankrupt.com/misc/NNNMET_26_sal.pdf
About NNN Met
NNN Met Center 15 39 and 32 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. N.D. Calif. Lead Case No. 15-42359)
on
July 31, 2015. Alan Sparks signed the petitions as manager and
responsible individual. NNN Met Center 15 39, LLC, disclosed
total assets of $32,003,866 and total liabilities of $28,143,523
as of the Petition Date.
Judge William J. Lafferty presides over the cases. The Law Offices
of Darvy Mack Cohan represents the Debtors as counsel. Elkington
Shepherd LLP serves as their local counsel.
On Aug. 12, 2015, the Court, in its amended order approved the
joint
administration of the cases.
Creditors have until Oct. 30, 2015, to file proofs of claim against
the Debtors.
NRAD MEDICAL: Lender Seeks Additional Adequate Protection
---------------------------------------------------------
Key Equipment Finance asks the United States Bankruptcy Court for
Eastern District of New York to set conditions in the continued use
by NRAD Medical Associates, P.C., of certain personal property
subject to financing agreements between the Debtor and Key, on the
provision to Key of adequate protection of Key's interest in the
property.
Key asserts that the Debtor's right to continue using the Key
Equipment post-petition should be conditioned on the Debtor
providing Key with adequate protection of its interest in the Key
Equipment. Key asserts that the Debtor may not continue using the
Key Equipment without providing Key with adequate protection of its
interest. The Debtor continues using the Key Equipment, and has
contractually committed to continue using it, all without making
any post-petition payments to Key or providing any other adequate
protection of Key's interest in the Key Equipment.
The Debtor defaulted on its monthly payments to Key before the
Petition Date. The Debtor's prepetition payment defaults under the
Key Documents total $197,164.
The bankruptcy court sets for hearing on October 8, 2015 at 11:00
a.m. and the objection deadline will be on October 1, 2015 at 4:00
p.m.
NRAD Medical Associates, P.C. is represented by:
Gerard R. Luckman, Esq.
Sheryl P. Giugliano, Esq.
Brian Powers, Esq.
SILVERMANACAMPORA LLP
100 Jericho Quadrangle, Suite 300
Jericho, NY 11753
Tel: (516) 479-6300
Email: GLuckman@SilvermanAcampora.com
SGiugliano@SilvermanAcampora.com
BPowers@SilvermanAcampora.com
Key Equipment Finance, a Division of KeyBank National Association
is represented by:
Michael A. Axel, Esq.
KeyBank National Association
127 Public Square
Second Floor
Cleveland, OH 44114-1306
Tel.: (216) 689-4959
Fax: (216) 689-5681
Email: michael_axel@keybank.com
About NRAD Medical
NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.
NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015. The case is assigned to Judge Louis A. Scarcella.
The Debtor estimated assets and liabilities of $10 million to $50
million.
The Debtor is represented by Anthony C Acampora, Esq., at Silverman
Acampora LLP, in Jericho, New York.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 4, 2015.
NRAD MEDICAL: No Need for PCO Appointment, Court Rules
------------------------------------------------------
Judge Louis A. Scarcella of the United States Bankruptcy Court for
Eastern District of New York granted the NRAD Medical Associates,
P.C.'s request to determine that the appointment of patient care
ombudsman is not necessary at this time, and would not be in the
best interests of the Debtor's estate or its creditors.
Pursuant to Order, the appointment of a patient care ombudsman is
not necessary, at this time, for the protection of patients under
the specific circumstances of this case. The Office of the United
States Trustee for the Eastern District of New York is directed to
refrain from appointing a patient care ombudsman in this case at
this time. The Court, sua sponte, or on motion of the U.S. Trustee
or any other party in interest, may order the appointment of a
patient care ombudsman at any time during the pendency of this case
if the Court finds a change in circumstances or newly discovered
evidence that demonstrates the necessity of an ombudsman to monitor
the quality of patient care and to protect the interests of the
Debtor's patients.
The Debtor explained in its motion that its patients do not stay
overnight at its facilities and it provides only outpatient
services to the patients of its RT Practice, and the physicians at
the MSP Practice sites ensure the highest levels of patient care at
their respective locations. Furthermore, the Debtor asserts that
it Chapter 11 filing was not "precipitated by allegations of
deficient patient care." Instead, the Debtor says it sought
Chapter 11 relief to wind down or sell its RT Practice, stay
pending litigation, unwind its agreements with physicians of its
MSP Practice, and propose and confirm a plan of liquidation which
will allow the Debtor to address its liabilities over time. The
Debtor is required by those agencies to satisfy patient care
standards, and the failure to meet those standards can result in
loss of the Debtor's applicable licensures, the Debtor told the
Court.
In sum, an ombudsman is unlikely to contribute services that will
enhance the Debtor's level of patient health and safety, the Debtor
said. Additionally, the MSP Practice sites will no longer be a
part of the Debtor on or about September 1, 2015, and the Debtor
expects that, unless a purchaser for the RT Practice can be
secured, the RT Practice will be wound down prior to that date.
Thus, the fees and expenses, including professional fees, incurred
by an ombudsman in this case would be an unnecessary drain on the
Debtor's estate.
NRAD Medical Associates, P.C. is represented by:
Gerard R. Luckman, Esq.
Sheryl P. Giugliano, Esq.
Brian Powers, Esq.
SILVERMANACAMPORA LLP
100 Jericho Quadrangle, Suite 300
Jericho, NY 11753
Tel: (516) 479-6300
Email: GLuckman@SilvermanAcampora.com
SGiugliano@SilvermanAcampora.com
BPowers@SilvermanAcampora.com
About NRAD Medical
NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.
NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015. The case is assigned to Judge Louis A. Scarcella.
The Debtor estimated assets and liabilities of $10 million to $50
million.
The Debtor is represented by Anthony C Acampora, Esq., at
Silverman Acampora LLP, in Jericho, New York.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 4, 2015.
O.W. BUNKER: Needs Until Sept. 30 to File a Plan
------------------------------------------------
O.W. Bunker Holding North America Inc., et al., ask the United
States Bankruptcy Court for the District of Connecticut, Bridgeport
Division, to extend their exclusive period to file a plan of
reorganization through and including September 30, 2015, and their
exclusive period to obtain acceptances of that plan through and
including November 30, 2015.
The Debtors explain that the requested extension of the Exclusive
Periods, the third request since the Petition Date, will provide
the Debtors, the Committee, ING Bank and NuStar with the time to
continue finalizing, as well as seeking the necessary approvals
for, and filing a chapter 11 plan in these cases. The extension
will provide time to develop the disclosures required by the
Bankruptcy Code for approval and confirmation of any proposed
bankruptcy plan, the Debtors add.
The Debtors are represented by:
Michael R. Enright, Esq.
Patrick M. Birney, Esq.
ROBINSON & COLE LLP
280 Trumbull Street
Hartford, CT 06103
Tel: (860) 275-8290
Fax: (860) 275-8299
Email: menright@rc.com
pbirney@rc.com
-- and --
Natalie D. Ramsey, P.C., Esq.
Richard G. Placey,P.C., Esq.
Davis Lee Wright, P.C., Esq.
MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP
437 Madison Avenue, 29th Floor
New York, NY 10022
Tel: (212) 867-9500
Fax: (212) 599-1759
Email: nramsey@mmwr.com
rplacey@mmwr.com
dwright@mmwr.com
About O.W. Bunker
OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark. The company declared bankruptcy on Nov. 7, 2014,
following its admission that it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singaporean unit.
The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.
The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken,
Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is
the financial advisor.
PARKWAY ADVENTIST: Taps Preti Flaherty as Special Counsel
---------------------------------------------------------
Parkview Adventist Medical Center seeks authority from the U.S.
Bankruptcy Court for the District of Maine to employ the Law Firm
of Preti Flaherty, LLP, as special counsel.
According to the Debtor, due to Preti's experience and knowledge of
the legal aspects of medical staff credentialing and peer review,
and a conflict of interest that prevented its previously appointed
special healthcare counsel, Verrill Dana, from representing the
Debtor in an emergent medical staff matter, the Debtor ask that
Preti assist it on an emergency basis on July 14, 2015, with
respect to a certain appeal by a physician of a precautionary
suspension of his privileges and appointment.
Primary attorneys from Preti involved in the matter and their
hourly rates are:
Charles F. Dingman, Esq. $410
Elizabeth A. Olivier, Esq., $295
Michael S. Smith, Esq. $270
To best of the Debtor's knowledge, Preti has no connection with the
Debtor, its creditors, or any other party-in-interest, or their
respective attorneys and accountants, the U.S. Trustee, or any
person employed in the U.S. Trustee's Office.
The Debtor is represented by:
George J. Marcus, Esq.
Jennie L. Clegg, Esq.
David C. Johnson, Esq.
Claudia D. Raessler, Esq.
Andrew C. Helman, Esq.
MARCUS, CLEGG & MISTRETTA, P.A.
One Canal Plaza, Suite 600
Portland, ME 04101
Tel: (207) 828-8000
About Parkview Adventist
Parkview Adventist Medical Center, a Maine non-profit corporation,
operates the Parkview Hospital, a faith-based acute care community
hospital located in Brunswick, Maine, affiliated with the Seventh
Day Adventist Church. Its mission is to provide services
supporting the physical, emotional and spiritual wellness of its
patients.
Parkview sought Chapter 11 protection (Bankr. D. Maine Case No.
15-20442) in Portland, Maine, on June 16, 2015. The case is
assigned to Judge Peter G Cary.
The Debtor estimated $10 million to $50 million in assets and
debt.
According to the docket, the appointment of a health care ombudsman
is due by July 16, 2015. The deadline for filing claims is Oct. 7,
2015. The Debtor's plan and disclosure statement are due Oct. 14,
2015.
The Debtor is represented by George J. Marcus, Esq., at Marcus,
Clegg & Mistretta, PA, in Portlane, Maine.
PIER 1 IMPORTS: Moody's Confirms B1 CFR, Outlook Altered to Pos.
----------------------------------------------------------------
Moody's Investors Service confirmed Pier 1 Imports (U.S.), Inc.'s
("Pier 1") B1 Corporate Family Rating ("CFR") and B1-PD Probability
of Default Rating, as well as the B1 rating on the company's $200
million senior secured term loan due 2021. The rating outlook was
changed to positive from stable. Pier 1 is an indirect operating
subsidiary of Pier 1 Imports, Inc.
These actions conclude the review for upgrade initiated on June 16,
2015 upon the adoption of Moody's updated approach for standard
adjustments for operating leases, which is explained in the
cross-sector rating methodology Financial Statement Adjustments in
the Analysis of Non-Financial Corporations, published on June 15,
2015. Despite Pier 1's improved leverage as a result of the
aforementioned revision to Moody's approach for capitalizing
operating leases, Moody's did not upgrade the company's ratings
because of ongoing operational challenges that have impacted
earnings since the fourth quarter of fiscal 2015, and Moody's
expectation that elevated costs will continue to weigh on EBITDA
over the near term.
The positive rating outlook reflects Moody's expectation that over
the longer term (12-24 months) these incremental costs should
moderate, resulting in more normalized margins and a return to
profitable growth. Moody's forecasts low single digit revenue
growth, which combined with modestly improving margins will result
in leverage in the mid 3 time range and interest coverage in the
mid-to-low 2 times range. While these credit metrics are in line
with a Ba rating, an upgrade would also require evidence that cost
overages have stabilized and the company is positioned for future
profitable growth.
Moody's took the following rating actions:
Issuer: Pier 1 Imports (U.S.), Inc.
Corporate Family Rating, Confirmed at B1
Probability of Default Rating, Confirmed at B1-PD
$200 million Senior Secured Term Loan due 2021, Confirmed at
B1, LGD-4
Speculative Grade Liquidity Rating, Affirmed at SGL-2
Outlook, Changed to Positive from Stable
RATINGS RATIONALE
Pier 1's B1 CFR reflects the company's narrow product focus on home
furnishings and décor, and the highly discretionary nature of its
products that can drive significant revenue and earnings volatility
through economic cycles. The rating also reflects recent weaker
than anticipated operating performance resulting from the company's
ongoing investments in its omni-channel business strategy, and
Moody's expectation that elevated costs will continue to weigh on
EBITDA over the near term. While Pier 1 is a credible competitor in
a highly fragmented industry that includes department stores,
furniture and decorative home furnishing stores, specialty
retailers, mass merchandisers, discounters and e-commerce
retailers, some of these competitors possess greater overall scale,
product diversity, and financial resources than the company.
The rating is supported by Pier 1's strong credit metrics for the
B1 rating category. Moody's estimates lease adjusted leverage at
around 3.6x for the LTM period ended May 30, 2015, with interest
coverage just below 2.3x. The rating is also supported by the
company's well-known brand and geographic reach across North
America, as well as its growing direct to consumer business which
should continue to support revenue growth. The rating also
considers Pier 1's good liquidity profile.
Pier 1's SGL-2 Speculative Grade Liquidity Rating is supported by
balance sheet cash of approximately $97 million (as of May 30,
2015) and Moody's expectation for positive free cash flow over the
next 12 -18 months that will be sufficient to cover basic cash
needs. Free cash flow for the fiscal year 2015 was negative,
largely due to higher inventory levels at year end and elevated
capital investments, both of which should moderate going forward.
Nevertheless, ongoing investments in the business, required cash
dividends, modest mandatory debt amortization of approximately $2
million per year, and an excess cash flow sweep will continue to
absorb a portion of free cash flow. We expect the company's $350
million asset-based (ABL) revolving credit facility (unrated)
expiring in June 2018 to remain largely undrawn except for letters
of credit and modest borrowings of less than $75 million during
peak working capital seasons. The term loan does not contain
financial covenants, while the ABL contains a minimum availability
test requiring availability of no less than the greater of 10% of
the line cap or $20 million. We expect Pier 1 to maintain ample
cushion under this availability test.
The B1 rating assigned to the company's $200 million senior secured
term loan due 2021 reflects its first lien on substantially all of
the company's assets, except cash, inventory and credit card
receivables, on which it has a second lien behind the $350 million
asset-based revolving credit facility. The term loan, which
comprises the bulk of funded debt in the capital structure, also
benefits from the sizeable amount of junior claims in the capital
structure in the form of unsecured leases, payables, and pension
liabilities, and is guaranteed by Pier 1's indirect parent company,
Pier 1 Imports, Inc., and each of the parent's wholly-owned U.S.
subsidiaries.
The positive rating outlook reflects Moody's expectation that over
the next 12-24 months costs associated with the company's
omni-channel investments will begin to moderate, resulting in
profitable growth and free cash flow generation. Moody's
anticipates leverage should settle in the mid 3 times range with
interest coverage in the mid-to-low 2 times range, which are more
in line with a Ba rating. The outlook also anticipates the company
will maintain its good liquidity and disciplined approach to
shareholder returns.
A ratings upgrade would require the stabilization of ongoing cost
overages, a return to profitable growth, consistent positive free
cash flow generation and a demonstrated willingness and ability to
sustain debt/EBITDA below 4.25 times.
Ratings could be downgraded if operating performance were to
sustainably weaken, financial policies were to become more
aggressive, or liquidity were to materially weaken. Specific
metrics include debt/EBITDA sustained above 5.25 times.
The principal methodology used in these ratings was Global Retail
Industry published in June 2011.
Pier 1 Imports (U.S.), Inc. is an indirect operating subsidiary of
Pier 1 Imports, Inc., a specialty retailer of imported decorative
home furnishings and gifts. The company operates through 1,063
stores throughout the U.S. and Canada, its Pier1.com e-commerce
website, and licensing arrangements with 69 stores in Mexico and 1
in El Salvador. Annual revenue is just over $1.9 billion for the
twelve months ending May 30, 2015.
PLEASE TOUCH MUSEUM: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Please Touch Museum
4231 Avenue of the Republic
Philadelphia, PA 19131
Case No.: 15-16558
Type of Business: Operates a children's museum
Chapter 11 Petition Date: September 11, 2015
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Jean K. FitzSimon
Debtor's Counsel: Peter C. Hughes, Esq.
DILWORTH PAXSON LLP
1500 Market Street, Suite 3500E
Philadelphia, PA 19102
Tel: 215-575-7000
Fax: 215-575-7200
Email: phughes@dilworthlaw.com
- and -
Lawrence G. McMichael, Esq.
DILWORTH PAXSON LLP
1500 Market Street, Suite 3500E
Philadelphia, PA 19102
Tel: (215) 575-7000
Fax: 215-575-7200
Email: lmcmichael@dilworthlaw.com
Debtor's EISNERAMPER LLP
Financial Two Logan Square, Suite 1101
Advisor: 100 North 18th Street
Philadelphia, PA 19103
Tel: (215) 881-8800
Debtor's ISDANER & COMPANY, LLC
Tax Advisor:
Debtor's RUST CONSULTING/OMNI BANKRUPTCY
Notice, Claims
and Solicitation
Agent:
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Lyn McMaster, president and chief
executive officer.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
U.S. Bank, National Association Bond Debt Unknown
Minnesota Children's Museum Trade Debt $50,000
Northstar Advisors Trade Debt $27,007
AlliedBarton Security Services Trade Debt $19,768
Universal Services Associates Inc. Trade Debt $19,452
30 Food Farm, LLC Trade Debt $14,427
Stradley Ronon Stevens & Young, LLP Trade Debt $10,000
Sugar Lane Graphics, LLC Trade Debt $8,048
Cashman & Associates Trade Debt $7,500
Toysmith Trade Debt $7,001
Clear Channel Outdoor Trade Debt $4,999
Strategic Products and Services, LLC Trade Debt $4,927
City of Philadelphia Trade Debt $4,688
WBEB-FM Trade Debt $4,400
Schylling Inc. Trade Debt $4,186
Chadwick Service Company Trade Debt $4,011
Allbrand Supply Trade Debt $3,630
Geckogroup Trade Debt $2,960
Michael Branscom Photography LLC Trade Debt $2,875
Learning Resource/Educational Insights Trade Debt $2,868
PLEASE TOUCH MUSEUM: Files for Chapter 11 to Restructure Debt
-------------------------------------------------------------
Philadelphia's Please Touch Museum has sought Chapter 11 bankruptcy
protection to ensure the Museum's continued operation.
The Debtor intends to use the Chapter 11 process to obtain relief
from bond obligations, other debt and lease obligations through a
court-approved plan.
The Debtor tells the Court it was unable to keep current on its
bond payments as a result of declining revenues, declining
donations, and huge expenses arising from maintaining a century old
building. The Debtor defaulted on the Bonds in 2014.
The Museum is currently housed in Memorial Hall in Fairmount Park
-- a much larger property compared to its previous location prior
to 2008 -- which is owned by the City of Philadelphia and leased to
the Debtor in 2005.
To finance its move to Memorial Hall, the Debtor obtained Bond
obligation in the original principal amount of $60 million pursuant
to a Trust Indenture dated as of Nov. 1, 2006, between the
Philadelphia Authority for Industrial Development and U.S. Bank,
National Association, as indenture trustee.
Lynn McMaster, president and chief executive officer of Please
Touch Museum, says in a declaration that by 2013, it became
apparent to the Board that the Museum would be unable to remain
current on its Bond obligation given a significant decline in
revenue and the increasing debt service requirements under the
terms of its Bonds.
The Debt Service requirements escalate over a 30 year period under
the terms of the Bonds from an interest only payment of $2,497,805
for the fiscal year ending Sept. 30, 2007, to a total payment of
$5,651,925 for the fiscal year ending Sept. 30, 2036. For the
fiscal year ending Sept. 30, 2015, the terms of the Bonds require a
principal payment of $770,000 and interest payment of $2,960,025
for a total of $3,730,025.
Accordingly, the Board initiated discussions with representatives
of the holders of the Bonds in 2013 regarding a restructuring of
the Bond debt.
Just prior to the filing of its bankruptcy petition, the Debtor
entered into a term sheet with the Indenture Trustee for the Bonds
as well as the ad hoc committee of holders of the Bonds regarding a
settlement, which provides for total payment to the holders of the
Bonds of $8,250,000 plus the remaining value of trustee held funds.
As provided in the term sheet, the Debtor transferred $2.5 million
to the trustee for the Bonds just prior to the bankruptcy filing.
To enable the Debtor to minimize the adverse effects of the
commencement of the chapter 11 case, the Debtor has requested
various types of relief in its "first day" motions and
applications, including: (a) motion to prohibit utility providers
from discontinuing services; (b) motion to pay employee
compensation; (c) motion to continue cash management system; and
(d) motion to use cash collateral.
A copy of the declaration in support of the First Day Motions is
available for free at:
http://bankrupt.com/misc/18_PLEASE_Declaration.pdf
Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr.
E.D. Pa., Case No. 15-16558) on Sept. 11, 2015. The petition was
signed by Lynn McMaster as president and chief executive officer.
The Debtor has estimated assets of $10 million to $50 million and
liabilities $50 million to $100 million.
Judge Jean K. FitzSimon is assigned to the case.
Dilworth Paxson LLP serves as the Debtor's counsel; EisnerAmper LLP
acts as the Debtor's financial advisor; Isdaner & Company, LLC
represents as the Debtor's tax advisor and auditor; and Rust
Consulting/Omni Bankruptcy is the Debtor's claims, notice and
solicitation agent.
PLEASE TOUCH MUSEUM: Reaches Settlement with Bondholders
--------------------------------------------------------
After two years of negotiations to restructure roughly $60 million
in bond debt, the Please Touch Museum on Sept. 11 disclosed that it
has reached a settlement with a majority of its bondholders. The
Museum then filed a Chapter 11 case in U.S. Bankruptcy Court in
Philadelphia to implement the settlement.
Under the terms of the settlement, the Museum will mount a $10
million fundraising campaign that must be completed by March 2016,
at which point the reorganization process can be finalized. The
Museum will remain fully operational as both a world-class
children's museum and high-quality event space throughout the
period. Visitors' experience will not be affected by the process.
"[Fri]day's filing puts Please Touch Museum on a path towards even
greater success," said Sally W. Stetson, Chair of the Board of
Directors. "To be very clear, the Museum will remain open. We are
simply entering into a process to resolve the institution's debt
and position ourselves for lasting growth and sustainability. When
the process is complete, the Museum will be on stable financial
ground, have a strong foundation for the future and offer expanded
programming."
The bondholders will receive approximately $11 million under the
terms of the consensual resolution, substantially less than the
total amount owed but still a larger return for them than if the
filing had been contested.
The $10 million to be raised will fund a portion of the settlement,
restructuring fees, working capital through the proceedings, and
two years of contributed revenue that will support enhancements
throughout the institution.
"We are glad to have reached mutually agreeable terms with the
bondholders," Ms. Stetson said. "The negotiations lasted for so
long that it placed the Museum in a sort of limbo. [Fri]day's
filing allows us to move forward once and for all."
Shortly after moving to Memorial Hall in 2008, the Museum fell
victim to a perfect storm of financial issues. The recession led
to a shortfall of millions of dollars in fundraising related to the
move. In addition, the value of the building that previously
housed Please Touch Museum had to be sold for half its estimated
value, meaning a loss of several more million. As a result, the
Museum has been in default on its bond debt since 2013.
The significant level of bond debt made it difficult for the Museum
to advance its mission of helping children "learn through play."
Fundraising efforts have been hampered by the bond debt, which has
prevented the Museum from being able to improve and update
exhibits.
"The past two years have been challenging," said Lynn McMaster,
President and CEO of Please Touch Museum. "But we are all relieved
to be heading towards a resolution of our financial situation.
Knowing that those issues will be behind us, we can focus more
intently on our mission and the children we serve. We are counting
on our donors, who believe in the vital role we play in the region,
to support our efforts and ensure that the museum is here for years
to come."
Despite the challenges it has faced, the Please Touch Museum has
remained a high quality, nationally renowned institution that is
widely considered among the top children's museums in the country.
It continues to be a top ten tourist attraction in Philadelphia,
attracting nearly 500,000 annual visitors and generating a $20
million regional economic impact, as well as $3.5 million in city
and state tax revenue.
The Museum has proven that it can be self-sustaining and
financially stable once its debt is retired. Since relocating to
Memorial Hall, the Museum has demonstrated that it can reliably
raise 85% of its operating budget from admissions, events and
sales, and is confident it can raise the other 15%, plus funds to
update exhibits.
"The fact that we have been able to sustain more than triple the
annual attendance since our move from Center City proves our value
in this community and region," Ms. McMaster said. "We are truly an
invaluable asset to the Philadelphia area's children, a lynchpin to
West Fairmount Park's vibrancy and a revenue generating cultural
gem."
A plan has been developed for ongoing exhibit renewal and
replacement through 2026 to ensure that the Please Touch Museum
remains a viable and modern asset. The financial reorganization
clears the way for the plan to be implemented.
Please Touch Museum -- http://www.pleasetouchmuseum.org-- is
dedicated to enriching the lives of children by creating learning
opportunities through play. Recognized locally and nationally as
one of the best children's museums, PTM is open Monday through
Saturday from 9:00 a.m. until 5:00 p.m. and Sundays 11:00 a.m. to
5:00 p.m. Admission is $17 for adults and children age one and
over. Children under one are free. For more information, please
call 215-581-3181, or visit the website.
PLEASE TOUCH MUSEUM: Wants 31-Day Extension to File Schedules
-------------------------------------------------------------
Please Touch Museum asks the Bankruptcy Court to extend its
deadline to file schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases, statement of financial affairs and related
documents for 31 days, from Sept. 25, 2015, to Oct. 26, 2015.
The Debtor anticipates that it will be unable to complete the
Schedules and Statements in the time required under Bankruptcy Rule
1007(c) and Local Rule 1007-1.
According to the Debtor, it has begun, but has not yet finished,
compiling the information that will be required in order to
complete the Schedules and Statements.
"The Debtor's business is complex and accurate preparation of the
Schedules and Statements will require significant attention from
personnel and advisors, which would distract attention from the
Debtor's operations at a sensitive time when it can ill-afford any
disturbance," says Lawrence G. McMichael, Esq. at Dilworth Paxson
LLP, counsel to the Debtor. "Moreover, creditors and other
parties-in-interest will not be significantly harmed by the
proposed extension of the filing deadline, because even under the
extended deadline, the Schedules and Statements would be filed in
advance of any planned bar date," he adds.
About Please Touch Museum
Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr.
E.D. Pa., Case No. 15-16558) on Sept. 11, 2015. The petition was
signed by Lynn McMaster as president and chief executive officer.
The Debtor has estimated assets of $10 million to $50 million and
liabilities $50 million to $100 million.
Judge Jean K. FitzSimon is assigned to the case.
Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper
LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC
represents as the Debtor's tax advisor and auditor. Rust
Consulting/Omni Bankruptcy is the Debtor's claims, notice and
solicitation agent.
The Debtor operates a children's museum known as the Please Touch
Museum located at Memorial Hall in the Fairmount Park section of
Philadelphia. The Debtor generates its revenues through a
combination of sales of memberships and tickets to the Museum,
event revenue, endowment income, and charitable contributions.
QUEBECOR MEDIA: Moody's Says $500MM Share Buyback "Credit Negative"
-------------------------------------------------------------------
Moody's Investors Service said Quebecor Media Inc.'s (QMI, Ba3
stable) announcement to buy-back its shares from Caisse de depot et
placement du Quebec (CDP) is credit negative, but ratings remain
unchanged.
On September 9, 2015, QMI, together with CDP, announced a
transaction by which QMI will repurchase about 28.6% of CDP's
ownership position in QMI, representing a reduction in CDP's
ownership percentage to about 18.9% of QMI (from about 24.6%) at a
cost of $500 million. While the share buy-back is credit negative,
it is consistent with Moody's ratings thesis and QMI's ratings
remain unchanged.
Headquartered in Montreal, Canada, Quebecor Media Inc. (QMI), is a
holding company whose primary operations involve fixed-line and
wireless telecommunications via Videotron Ltee (represents about
97% of QMI's EBITDA)), with secondary operations involving
newspaper publishing (QMI Media Inc.), television broadcasting (TVA
Group Inc.), music production and distribution, sports, and
entertainment.
QUIKSILVER INC: Asks Court to Enforce Automatic Stay
----------------------------------------------------
Quiksilver, Inc., et al., seek entry of a Bankruptcy Court order
enforcing the Bankruptcy Code's automatic stay provisions and
bankruptcy termination provisions to aid in the administration of
their Chapter 11 cases and to ensure that their business is not
disrupted.
As a result of the commencement of the Debtors' Chapter 11 cases,
and by operation of law pursuant to Section 362 of the Bankruptcy
Code, the automatic stay enjoins all persons and all governmental
units from, among other things, (a) commencing or continuing any
judicial, administrative, or other proceeding against the Debtors
that was or could have been commenced before the Debtors' Chapter
11 cases were commenced or recovering upon a claim against any of
the Debtors that arose before the commencement of the Debtors'
Chapter 11 cases and (b) taking any action to collect, assess, or
recover a claim against any of the Debtors that arose before the
commencement of the Chapter 11 cases.
The Debtors said they have developed valuable business
relationships with numerous entities located outside of the United
States, including from China, South Korea, India, Taiwan,
Indonesia, and Australia, among several other countries. These
non-U.S. entities include vendors and other counterparties to
contracts with the Debtors and are critical to the manufacturing,
distribution, and sale of the Debtors' sportswear, footwear,
accessories, and other products, and to the overall success of the
Debtors' business operations. The Debtors maintain that the vast
majority of their key vendors and suppliers are located abroad.
"Due to the global nature of the Debtors' business and their
dealings with non-U.S. contract counterparties, such counterparties
to contracts with the Debtors may be unfamiliar with the
protections provided to the Debtors by the Bankruptcy Code," says
Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, counsel to the Debtors. "Therefore, the order requested is
necessary and appropriate to apprise non-U.S. contract
counterparties of the automatic stay protections applied to the
Debtors and their assets under Bankruptcy Code section 362," he
adds.
According to Mr. Durrer, should those non-U.S. contract
counterparties take action against the Debtors on account of
prepetition claims or cease performance under prepetition
agreements, the effect on the Debtors' operations would be
catastrophic, and the Debtors' ability to successfully reorganize
would be severely limited.
About Quiksilver
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver, et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew
Bruenjes signed the petition as chief financial officer. The
Debtors disclosed total assets of $337 million and total debts of
$826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
QUIKSILVER INC: Proposes KCC as Claims and Noticing Agent
---------------------------------------------------------
Quiksilver, Inc. and its debtor affiliates seek authority from the
Bankruptcy Court to appoint Kurtzman Carson Consultants LLC as
claims and noticing agent of the Court, in order to assume full
responsibility for the distribution of notices and the maintenance,
processing, and docketing of proofs of claim filed in their Chapter
11 cases.
"By appointing KCC as the Claims and Noticing Agent in these cases,
the distribution of notices and the processing of claims will be
expedited, and the Clerk's Office will be relieved of the
administrative burden of processing what may be an overwhelming
number of claims," the Debtors tell the Court.
KCC is a bankruptcy administrator that specializes in providing
comprehensive chapter 11 administrative services including
noticing, claims processing, and other related services critical to
the effective administration of chapter 11 cases.
KCC will follow notice and claim procedures that conform to the
guidelines promulgated by the Clerk of the Court and the Judicial
Conference of the United States and as may be entered by the
Court's orders.
The Claims Registers will be opened to the public for examination
without charge during regular business hours and on a case-specific
Web site maintained by KCC.
KCC's consulting rates are as follows:
Position Hourly Rate
-------- -----------
Executive Vice President Waived
Director/Senior Managing Consultant $180
Consultant/Senior Consultant $75-$165
Technology/Programming Consultant $35-$70
Clerical $30-$50
Solicitation Lead/Securities Director $215
Securities Senior Consultant $200
The Debtors propose that the cost of KCC's services be paid in the
ordinary course of business without further application to or order
of the Court.
Prior to the Petition Date, the Debtors paid KCC an initial
retainer of $30,000.
As part of the overall compensation payable to KCC under the terms
of the Services Agreement, the Debtors have agreed to indemnify and
hold harmless KCC, its affiliates, members, directors, officers,
employees, consultants, subcontractors, and agents for any and all
losses, claims, damages, judgments, liabilities, and expenses
resulting from, arising out of or relating to
KCC's performance under the Services Agreement.
KCC has represented that it neither holds nor represents any
interest materially adverse to the Debtors' estates in connection
with any matter on which it would be employed and that it is a
"disinterested person," as referenced in Bankruptcy Code section
327(a) and as defined in Bankruptcy Code Section 101(14), as
modified by the Bankruptcy Code Section 1107(b).
About Quiksilver
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver, et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew
Bruenjes signed the petition as chief financial officer. The
Debtors disclosed total assets of $337 million and total debts of
$826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
QUIKSILVER INC: S&P Lowers CCR to 'D' on Ch. 11 Bankruptcy Plan
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on California-based Quiksilver Inc. to 'D' from 'CCC+'.
"At the same time, we lowered our issue-level rating on the
company's EUR200 million senior unsecured notes due 2017 to 'D'
from 'CCC+' and revised the recovery rating to '5' from '4',
indicating our expectation of modest recovery (at the low end of
the 10%-30% range) in the event of a payment default. We also
lowered our issue-level rating on the company's $280 million senior
secured notes due 2018 to 'D' from 'CCC', but left the recovery
rating unchanged at '5'. In addition, we lowered the issue-level
rating on the company's $225 million senior unsecured notes due
2020 to 'D' from 'CCC-', leaving the recovery rating unchanged at
'6', indicating our expectation of negligible recovery (0%-10%) in
the event of a payment default," S&P said.
The rating actions follow Quiksilver's announcement that it filed a
voluntary petition to implement a pre-negotiated restructuring of
its debt obligations under Chapter 11 of the U.S. Bankruptcy Code.
"Quiksilver's operating performance has been poor over the past
couple of years, with execution issues in North America and foreign
exchange headwinds overseas leading to declining cash flow and
weaker credit metrics," said Standard & Poor's credit analyst Peter
Deluca. "Compounding this weakness is what we view as a narrow
brand portfolio in a low-margin apparel and accessories niche that
is susceptible to changing consumer tastes."
QUIKSILVER INC: Seeks Joint Administration of Ch. 11 Cases
----------------------------------------------------------
Quiksilver, Inc. and 10 of its debtor affiliates ask the Bankruptcy
Court to jointly administer their Chapter 11 cases under Case No.
15-11880.
Bankruptcy Rule 1015(b) provides that if two or more petitions are
pending in the same court by or against a debtor and an affiliate,
the court may order joint administration of the estates of the
debtor and those affiliates. Fed. R. Bankr. P. 1015(b).
Quiksilver, Inc. is the direct or indirect parent company of each
of the other Debtors in these Chapter 11 cases. As such, the
Debtors assert they are "affiliates" as that term is defined in
Section 101(2) of the Bankruptcy Code and as used in Bankruptcy
Rule 1015(b).
The Debtors anticipate that numerous notices, applications,
motions, other pleadings, hearings, and orders will affect all of
them. Joint administration, the Debtors tell the Court, will
reduce costs and facilitate a more efficient administrative
process, unencumbered by the procedural problems otherwise
attendant to the administration of separate, albeit related,
Chapter 11 cases. Joint administration will also ease the burden
on the office of the United States Trustee in supervising these
bankruptcy cases, the Debtors maintain.
According to the Debtors, the rights of the creditors will not be
adversely affected as the relief sought is purely procedural and is
in no way intended to affect substantive rights. Each creditor and
other party-in-interest will maintain whatever rights it has
against the particular estate in which it allegedly has a claim or
right.
About Quiksilver
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver, et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew
Bruenjes signed the petition as chief financial officer. The
Debtors disclosed total assets of $337 million and total debts of
$826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
QUIKSILVER INC: Wants to Pay $52-Mil. to Critical Vendors
---------------------------------------------------------
Quiksilver, Inc. and its debtor affiliates seek the Bankruptcy
Court's authority to pay up to $30 million, on an interim basis, of
certain claims of critical vendors and suppliers and $52 million on
a final basis.
The Debtors tell the Court that failure to pay the Critical Vendor
Claims would significantly impact their trade terms which, in turn,
could disastrously affect their cash flows.
In the ordinary course of operations, the Debtors rely on numerous
suppliers, service providers, and vendors for the delivery of goods
and/or services in support of the Debtors' operations. The
Critical Vendors supply those essential goods and services without
which the Debtors' businesses either could not operate or would
operate at significantly reduced profitability and whose Critical
Goods and Services cannot be replaced without significant harm to
their business.
As a result of the bankruptcy filing, the Debtors anticipate that
certain vendors will:
(a) refuse to deliver goods and services without payment of
their prepetition claims;
(b) refuse to deliver goods and services on reasonable credit
terms absent payment of prepetition claims, thereby
requiring the Debtors to use even greater liquidity and
increase their operating costs; or
(c) suffer significant financial hardship, such that the
Debtors' non-payment of their prepetition claims could have
a significant negative impact on a Critical Vendor's
business and therefore its ability to supply the Debtors
with needed goods and services.
According to the Debtors, they seek to minimize the adverse
business effects of the Chapter 11 filing to the fullest extent
possible by obtaining authority to pay certain vendors that are of
paramount importance to their business operations.
The Debtors propose to demand that all Critical Vendors whose
Critical Vendor Claims are satisfied pursuant to this Motion agree
(i) to continue providing goods and services on temporary trade
terms and (ii) to continue providing goods and services to the
Debtors' non-Debtor affiliates on existing trade terms for at least
120 days following the date of the agreement or until the date that
a plan of reorganization or sale pursuant to Section 363 of the
Bankruptcy Code is substantially consummated, whichever is
earlier.
About Quiksilver
Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories. The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage. The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate. The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.
Quiksilver, et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew
Bruenjes signed the petition as chief financial officer. The
Debtors disclosed total assets of $337 million and total debts of
$826 million.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
RADIOSHACK CORP: Settles Gift Cards Dispute with Committee, Texas
-----------------------------------------------------------------
RS Legacy Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
settlement term sheet it executed with the Official Committee of
Unsecured Creditors and the State of Texas relating to gift cards.
The Debtors first began selling gift cards in 2000 and ceased
selling the cards in connection with the filing of their chapter 11
cases. As of the end of June 2015, there were approximately 2.9
million cards dating back to 2000 that had unused balances. The
Debtors estimate that the total unredeemed gift card balance is
approximately $46 million. None of the gift cards has an expiration
date.
In the adversary proceeding that the State of Texas initiated
against the Debtors, Texas argued, among other things, that:
(a) gift card claims are entitled to priority pursuant to
section 507(a)(7) of the Bankruptcy Code;
(b) it has standing to file a proof of claim on behalf of
individual gift card holders; and
(c) states have rights to unclaimed property arising from the
Debtors' gift cards.
Certain other states have also filed proofs of claim or pleadings
with respect to gift cards.
The Debtors and the Official Committee of Unsecured Creditors have
argued that:
(a) no gift card claims are entitled to priority;
(b) Texas lacks standing to file a proof of claim for
distribution purposes on behalf of individual gift card holders;
and
(c) no state has a valid claim to unclaimed property based on
the Debtors' unredeemed gift cards.
As provided in their Plan, however, the Debtors have maintained
that (a) gift card claims should be subject to a separate claims
process, with a specialized claim form and bar date, and (b) to the
extent any gift card claimant establishes that he or she is
entitled to priority treatment, such priority claim would be paid
in full.
Michael J. Custer, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, tells the Court that after engaging in extensive,
arm's-length and good faith negotiations, the Parties were able to
reach a settlement, the terms of which are embodied in the proposed
Term Sheet, which in their view represents a fair resolution of the
Parties' disputes related to gift cards.
The material terms of the proposed Term Sheet are as follows:
(1) Resolution of Count 1 of the Amended Complaint.
Priority: The Debtors and the Creditors' Committee will
treat all timely filed claims in any amount (i.e. there is no
minimum amount requirement applicable to gift cards) for unredeemed
balances on the following types of gift cards as priority claims
pursuant to 11 U.S.C. Section 507(a)(7): (i) Purchased Gift Cards;
(ii) Reload Gift Cards; (iii) No Transaction Code Gift Cards; (iv)
Deactivated Cards; (v) Website Gift Cards; (vi) Incomm Gift Cards;
(vii) PointMobl Gift Cards; and (viii) Safeway Gift Cards; provided
that the gift card claimant (a) certifies that (1) he or she is in
possession of the gift card, (2) he or she is a consumer, (3) he or
she has not redeemed or otherwise received value with respect to
the unredeemed balances on the card, and (4) he or she will not
redeem or otherwise seek to obtain value for the card at any store
owned by General Wireless and (b) produces the gift card or a copy
thereof. Gift card claims that are not timely filed or for which
the requirements of this paragraph are not satisfied will not be
treated as priority claims.
The Parties agree that all timely claims for unredeemed
balances on the following categories of gift cards will be treated
as general unsecured claims but not priority claims: (i)
Merchandise Return Gift Cards; (ii) Customer Service Gift Cards;
(iii) Promotional Giveaway Gift Cards; (iv) Corporate Gift Cards;
(v) Assurant Gift Cards;9 and (vi) CExchange Gift Cards.
Plan Modifications: The Debtors will modify the Plan to
provide (i) for a $500,000 cash reserve for allowed priority gift
card claims that will not operate as a cap or limitation on
distributions on account of allowed priority gift card claims and
(ii) claimants with twelve months from the date of a gift card bar
date notice to file proofs of claim asserting gift card claims.
Allowed priority gift card claims will be paid by the liquidating
trust promptly after submission of such claims pursuant to the
terms of the Plan.
(b) Resolution of the Remaining Counts of the Amended
Complaint and Texas' Other Claims.
On the Effective Date, all other counts or claims in the
Amended Complaint, including the unclaimed property claim in Count
III and the Texas Deceptive Trade Practices-Consumer Protection Act
claim in Count V, will be deemed dismissed with prejudice. On the
Effective Date, Texas will withdraw with prejudice all of its
proofs of claim related to gift cards, including claim numbers 4415
and 7703. Finally, on the Effective Date, Texas will withdraw all
pleadings it has filed in the Debtors' chapter 11 cases and the
Adversary Proceeding relating to unredeemed gift cards.
(3) Cooperation and Conditions.
The implementation of the settlement set forth in the
Term Sheet is subject to (a) the entry of an order by the Court
approving this motion and (b) the occurrence of the Effective
Date.
The Parties agree to work cooperatively together to (a)
obtain Court approval of the Term Sheet and (b) resolve the class
action lawsuit styled Haywood et al. v. RadioShack Corporation et
al.
The Term Sheet is conditioned upon (a) a resolution of
the Class Action Adversary in a manner that is acceptable to the
Debtors and the Creditors' Committee and (b) entry of an order by
the Court, both approving the Term Sheet and disallowing with
prejudice all proofs of claims filed by states with respect to gift
cards in the Debtors' chapter 11 cases, including unclaimed
property claims.
Mr. Custer relates that the Term Sheet provides a significant
benefit to the Debtors' estates and is in the best interest of the
estates and creditors. He further relates that he Term Sheet
disposes of (or requires the disposal of) all claims filed by
states with respect to gift cards. Mr. Custer says that to that
end, the Debtors respectfully request that the order approving the
Term Sheet also provide that any proofs of claim that have been or
will be filed by states with respect to gift cards be disallowed in
accordance with the Term Sheet. He further says that it is the
Debtors' understanding that the states that have filed such claims
do not oppose the proposed Term Sheet. Mr. Custer notes that the
Term Sheet provides for an efficient and broad-ranging resolution
of gift card issues and disposes of all claims filed by states with
respect to gift cards.
The states of Oregon, Pennsylvania and New York, supported the
Debtors' motion, stating, through their respective Attorney
Generals that the settlement represented a highly equitable
settlement in favor of the consumer creditors of RS Legacy
Corporation f/k/a RadioShack Corporation who hold purchased
unredeemed gift cards.
RS Legacy Corporation and its affiliated Debtors are represented
by:
David M. Fournier, Esq.
Evelyn J. Meltzer, Esq.
Michael J. Custer, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, DE 19899-1709
Telephone: (302)777-6500
Facsimile: (302)421-8390
Email: fournierd@pepperlaw.com
meltzere@pepperlaw.com
custerm@pepperlaw.com
-- and --
David G. Heiman, Esq.
JONES DAY
901 Lakeside Avenue
Cleveland, OH 44114
Telephone: (216)586-3939
Facsimile: (216)579-0212
Email: dgheiman@jonesday.com
-- and --
Gregory M. Gordon, Esq.
JONES DAY
2727 N. Harwood Street
Dallas, TX 75201
Telephone: (214)220-3939
Facsimile: (214)969-5100
Email: gmgordon@jonesday.com
-- and --
Thomas A. Howley, Esq.
Paul M. Green, Esq.
JONES DAY
717 Texas Suite 3300
Houston, TX 77002
Telephone: (832)239-3939
Facsimile: (832)239-3600
Email: tahowley@jonesday.com
pmgreen@jonesday.com
The State of Oregon, by and through Attorney General Ellen F.
Rosenblum, is represented by:
Carolyn G. Wade, Esq.
DEPARTMENT OF JUSTICE
1162 Court Street NE
Salem, OR 97301-4096
Telephone: (503)934-4400
Facsimile: (503)373-7067
Email: carolyn.g.wade@doj.state.or.us
The Commonwealth of Pennsylvania, acting through Attorney General
Kathleen G. Kane, is represented by:
Saverio P. Mirarchi, Esq.
OFFICE OF ATTORNEY GENERAL
21 South 12th Street, 2nd Floor
Philadelphia, PA 19107
Telephone: (215)560-2445
Facsimile: (215)560-2494
Email: smirarchi@attorneygeneral.gov
The State of New York, by and through Attorney General Eric T.
Schneiderman is represented by:
Clark P. Russell, Esq.
OFFICE OF THE NEW YORK STATE ATTORNEY GENERAL
120 Broadway
New York, NY 10271-0332
Telephone: (212)416-6494
Facsimile: (212)416-8369
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.
RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
Turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.
Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the Official Committee of Unsecured Creditors as co-counsel.
Houlihan Lokey Capital, Inc., serves as financial advisor and
investment banker. The bankruptcy case is assigned to Judge
Brendan L. Shannon.
The First Amended Plan provides that the SCP Agent will recover an
estimated 80% to 90% of its allowed claim amount, estimated to
total $70 million. General Unsecured Claims, estimated to total
$200 to $400 million, will receive a Pro Rata share, with Allowed
Claims in Classes 6 and 7, of the Remaining Liquidating Trust
Assets.
A blacklined version of the Disclosure Statement is available at
http://bankrupt.com/misc/RSIds0810.pdf
REED AND BARTON: Auctioneers Prepare to Sell Silver Antiques
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
bankruptcy of Massachusetts silverware maker Reed and Barton has
unlocked a historic collection of more than 130 antiques for sale,
including a four-foot tall silver statue crafted for country's
centennial celebration in 1876.
According to the report, collectors will be able to bid on Reed and
Barton-made tea sets, food platters and other items at a Nov. 11
sales event organized by Philadelphia-based Freeman's auction
house. The sale will include pieces from Reed and Barton's Francis
I collection, one of its most popular patterns, along with items
that have one heck of a story behind them like the silver tray that
survived the San Francisco fire of 1906. The collection's standout
piece is called the Progress Vase, a giant, silver trophy that was
displayed during the Centennial Exhibition in Philadelphia, the
report related.
About Reed and Barton
Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware. Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts. The privately held company's stock is
owned by 28 record shareholders who either are descendants of
Henry Reed or trusts for their benefit. Aside from selling its
products in department stores and TV shopping networks, the
company has an on-site factory store in Taunton and a showroom in
Atlanta, Georgia.
Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015. The case is assigned to Judge Henry J. Boroff.
The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C.,
as
accountant.
The Debtor disclosed $18.3 million in assets and $25.7 million in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 1 appointed three creditors to serve
on
the official committee of unsecured creditors.
RELATIVITY MEDIA: Heatherden Securities Appeals Auction Approval
----------------------------------------------------------------
Eriq Gardner at The Hollywood Reporter reports that Heatherden
Securities -- an affiliate of Manchester Securities, a subsidiary
of hedge fund firm Elliot Management, one of Relativity Media LLC's
earliest financial backers and a big creditor who has been
conducting a probe on the Company's bankruptcy -- is looking to
appeal the Bankruptcy Court's order ahead of an Oct. 1, 2015
auction over the Company's assets.
As reported by the Troubled Company Reporter on Aug. 27, 2015, Tom
Corrigan, writing for The Wall Street Journal, reported that the
Company won a bankruptcy judge's permission on Aug. 25, 2015, to
proceed with a fast-tracked plan to auction off its film and TV
business by the end of October.
The Hollywood Reporter recalls that Manchester Securities made an
objection over the bidding procedure over an alleged lack of
authorization to dispose of assets. Manchester Securities, a
member of the Company and is represented by Evan Jones, Esq., has
argued that the bankruptcy is "ultra vires," or beyond the powers
of the corporation's operating agreement, court documents filed in
August state. According to The Hollywood Reporter, Manchester
Securities has also claimed that chief restructuring officer Brian
Kushner as "is impermissibly conflicted," having been "handpicked"
by senior lenders leading the process now and an example of an
"extreme case of self-dealing." That objection was rejected by the
Bankruptcy Court because federal law had to come before an
operating agreement on just one of the many Relativity companies,
The Hollywood Reporter relates.
About Relativity Fashion
Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal. In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.
The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989). Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.
Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at JONES DAY, represent the Debtors in the bankruptcy cases.
The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.
RESEARCH SOLUTIONS: Posts $774,000 Net Income for Fiscal 2015
-------------------------------------------------------------
Research Solutions, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$774,219 on $31.9 million of revenue for the year ended June 30,
2015, compared to a net loss of $1.86 million on $28.5 million of
revenue for the year ended June 30, 2014.
As of June 30, 2015, the Company had $6.7 million in total assets,
$5.6 million in total liabilities and $1.1 million in total
stockholders' equity.
Liquidity
"We believe that our current cash resources, our borrowing
availability under our existing line of credit, and expected cash
flow will be sufficient to sustain operations for the next twelve
months. Since our inception, we have funded our operations
primarily through private sales of equity securities and the
exercise of warrants, which have provided aggregate net cash
proceeds to date of approximately $11,188,000. As of June 30,
2015, we had working capital of $1,000,107 and stockholders' equity
of $1,092,816. We may incur losses for an indeterminate period and
may never sustain profitability. We may be unable to achieve and
maintain profitability on a quarterly or annual basis. An extended
period of losses and negative cash flow may prevent us from
successfully operating and expanding our business," the Company
states in the report.
As of June 30, 2015, the Company had cash and cash equivalents of
$1,354,158, compared to $1,884,667 as of June 30, 2014, a decrease
of $530,509. This decrease was primarily due to cash used in
operating activities from continuing operations.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/NEpXpk
About Research Solutions
Research Solutions, Inc. provides research information services
and software to research-intensive industries in the Life Sciences
and other fields. The Encino, California-based Company delivers
copyrighted copies of published content, including articles from
published journals, to content users in hard copy or electronic
form.
* * *
This concludes the Troubled Company Reporter's coverage of Research
Solutions, Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
REXFORD PROPERTIES: USF&G Allowed to Prosecute State Court Suit
---------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California San Fernando Valley Division, lifted the automatic stay
imposed in the Chapter 11 case of Rexford Properties LLC to allow
United States Fidelity & Guaranty Co. to proceed with a lawsuit
pending with the Los Angeles County Superior Court.
Specifically, USF&G asked the Bankruptcy Court to lift the
automatic stay to allow the superior court to issue a statement of
decision and enter a judgment and allowing USF&G and the Debtor to
file and prosecute an appeal of that statement of decision and
judgment.
The Debtor filed a limited objection and, to address the objection,
the Bankruptcy Court ordered that USF&G may not take any action (i)
to enforce, perfect, serve, record, execute, or levy upon any
temporary protective order, judgment, or other form of provisional
or final relief granted in the State Court Action or (ii) which
would result in any enhanced rights for USF&G's claim(s) including,
without limitation, any rights that could potentially afford
USF&G's claim(s) secured or priority status without obtaining
further leave from the Bankruptcy Court after appropriate notice
and hearing.
The Debtor is represented by:
Alan M. Feld, Esq.
Michael M. Lauter, Esq.
Robert K. Sahyan, Esq.
Shadi Mahmoudi, Esq.
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
333 South Hope Street, 43rd Floor
Los Angeles, California 90071-1422
Tel: (213)620-1780
Fax: (213)620-1398
Email: afeld@sheppardmullin.com
mlauter@sheppardmullin.com
rsahyan@sheppardmullin.com
smahmoudi@sheppardmullin.com
Rexford Properties LLC sought protection under Chapter 11 of the
Bankruptcy Code on June 16, 2015 (Bankr. C.D. Calif., Case No.
15-12116). The case is assigned to Judge Martin R. Barash. The
Debtor's counsel is Michael M Lauter, Esq., at Sheppard Mullin
Richter & Hampton LLP, in San Francisco, California.
RIENZI & SONS: Has Until Oct. 1 to File Chapter 11 Plan
-------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York partially granted Rienzi & Sons,
Inc.'s motion to extend the exclusive periods to file and solicit
acceptances of a plan of reorganization.
The Court ordered that the Debtor's 120-Day exclusive plan filing
period is extended until Oct. 1, 2015; and the 180-Day exclusive
plan solicitation period is extended until Nov. 30.
As reported by the Troubled Company Reporter on July 15, 2015, Alma
Bank, a secured creditor, objected to Rienzi's motion seeking an
extension of its exclusive periods, stating that the motion must be
denied because (a) Rienzi failed to prove that cause exists to
grant the motion; (b) the real basis for extending the exclusivity
periods is the Debtor's desire to await the outcome of its pending
actions, which is not cause; and (c) Rienzi did not demonstrate
reasonable prospects for filing a viable plan.
As reported by The Troubled Company Reporter, in support of its
request, the Debtor's counsel, Vincent J. Roldan, Esq., at Ballon
Stoll Bader & Nadler, P.C., in New York, asserts that the Debtor
believes that its business operations are strong in that it has
been profitable, has not lost any major suppliers or customers, and
is able to pay its postpetition expenses. The Debtor, Mr. Roldan
says, has been focusing on obtaining financing in order to grow its
business and is operating on cash collateral with Court approval on
an interim
basis. The final hearing on cash collateral, however, has been
adjourned four times thus far in part because the Debtor has not
been able to find financing, and thus it is unclear what the
Debtor's business operations will look like in the near future, Mr.
Roldan told the Court. For related reasons, the Debtor has not had
a meaningful opportunity to negotiate a plan of reorganization.
The Debtor anticipated that once it receives postpetition
financing, it will be in a better position to provide relevant
financial information to creditors, and hopefully negotiate a
consensual plan of reorganization.
About Rienzi & Sons
Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was
signed by Michael Rienzi as president. The Debtor disclosed assets
of 13,349,383 and total liabilities of $24,965,511.
Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon
Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge
Nancy Hershey Lord presides over the Chapter 11 case.
Wayne Greenwald, P.C., represents Alma Bank.
The U.S. Trustee for for Region 2 appointed five creditors to serve
in the Official Committee of Unsecured Creditors. Klestadt Winters
Jureller Southard & Stevens LLP represents the Committee.
RUFFING CARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ruffing Care, Inc.
dba Ruffing Family Care Center of Tiffin
2320 West County Road 6
Tiffin, OH 44883
Case No.: 15-32960
Chapter 11 Petition Date: September 10, 2015
Court: United States Bankruptcy Court
Northern District of Ohio (Toledo)
Judge: Hon. Mary Ann Whipple
Debtor's Counsel: Jeffrey M. Levinson, Esq.
LEVINSON LLP
3 Hemisphere Way
Bedford, OH 44146
Tel: 216.514.4935
Email: jml@jml-legal.com
- and -
Scott H. Scharf, Esq.
SCOTT H. SCHARF CO., LPA
One Chagrin Highlands
2000 Auburn Drive, Suite 420
Cleveland, OH 44122
Tel: (216) 514-2225
Fax: (216) 514-3142
Email: scharf@scharflegal.com
Total Assets: $111,500
Estimated Liabilities: $1.56 million
The petition was signed by Diana L. Ruffing, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb15-32960.pdf
S.T.J. HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: S.T.J. Healthcare, Inc.
dba Ruffing Family Care Center of Bloomville
22 Clinton Street
Bloomville, OH 44818
Case No.: 15-32962
Chapter 11 Petition Date: September 10, 2015
Court: United States Bankruptcy Court
Northern District of Ohio (Toledo)
Judge: Hon. Mary Ann Whipple
Debtor's Counsel: Jeffrey M. Levinson, Esq.
LEVINSON LLP
3 Hemisphere Way
Bedford, OH 44146
Tel: 216.514.4935
Email: jml@jml-legal.com
- and -
Scott H. Scharf, Esq.
SCOTT H. SCHARF CO., LPA
One Chagrin Highlands
2000 Auburn Drive, Suite 420
Cleveland, OH 44122
Tel: (216) 514-2225
Fax: (216) 514-3142
Email: scharf@scharflegal.com
Total Assets: $417,500
Total Liabilities: $1.02 million
The petition was signed by Diana L. Ruffing, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb15-32962.pdf
SAEXPLORATION HOLDINGS: S&P Raises CCR to 'B-', Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on SAExploration Holdings Inc. to 'B-' from 'SD'. The
outlook is negative. S&P also raised the issue-level rating on the
company's senior secured notes to 'B-' from 'D'. The recovery
rating on the senior secured notes remains '3', reflecting S&P's
expectation of meaningful (50%-70%; lower half of range) recovery
in the event of a conventional default.
"The upgrade follows our review of SAExploration's credit profile
in conjunction with the release of its midyear 2015 financial
results," said Standard & Poor's credit analyst Aaron McLean. "Our
assessment is that the company is unlikely to enter into additional
debt-for-equity transactions that we could potentially view as
distressed exchanges because of its low stock price and diminished
market appetite to give up secured assets," he added.
S&P assesses the company's business risk as "vulnerable" due to its
small scale and its participation in the highly competitive,
volatile, and cyclical oilfield service industry. S&P's assessment
of the company's financial risk is "highly leveraged," and we
assess the company's liquidity as "adequate."
The negative outlook reflects S&P's view that liquidity could
become "less than adequate" or that credit measures could weaken
beyond S&P's expectations, with FFO to debt well below 12% over the
next two years, if the downturn in the oilfield service sector
persists.
S&P could lower ratings if contracts are not renewed or replaced
due to persistently weak market conditions, resulting in diminished
cash flow generation, or the company is forced to borrow on its $20
million revolving credit facility to fund operations to the point
that S&P deems liquidity as less than adequate or view debt levels
as unsustainable.
S&P could revise the outlook to stable if market conditions improve
such that it expects debt leverage to stabilize under 5x and FFO to
debt to be closer to 12% on a sustained basis while liquidity
remains "adequate."
SAExploration provides seismic data acquisition services to oil and
gas exploration and production companies. The company specializes
in logistically challenging, remote, and environmentally sensitive
regions such as Arctic Alaska, tropical South America, and shallow
and deep-water marine environments.
SAINT MICHAEL'S MEDICAL: 341 Creditors' Meeting Set for Sept. 16
----------------------------------------------------------------
The meeting of creditors of Saint Michael's Medical Center Inc. is
set to be held on Sept. 16, 2015, at 11:00 a.m., according to a
filing with the U.S. Bankruptcy Court in New Jersey.
The meeting will be held at the Office of the U.S. Trustee, One
Newark Center, Suite 1401, 14th Floor, 1085 Raymond Boulevard, in
Newark, New Jersey.
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 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: U.S. Trustee Forms 7-Member Committee
--------------------------------------------------------------
Andrew Vara, the acting U.S. trustee for Region 3, appointed seven
creditors of Saint Michael's Medical Center Inc. and its affiliates
to serve on the official committee of unsecured creditors. The
unsecured creditors are:
(1) JNESO District Council 1
1225 Livingston Avenue
North Brunswick, NJ 08902
Tel.: (732) 745-2776, Ext. 125
Fax: (732) 828-6343
Attn: Douglas A. Placa
(2) St. James MedRealty, LLC
Columbus Hospital
495 North 13th Street
Newark, NJ 07107
Tel.: (201) 681-2322
Fax: (973) 706-8883
Attn: Dr. Richard Lipsky
(3) Cardinal Health
7000 Cardinal Place
Dublin, OH 43017
Tel.: (614) 553-3124
Attn: Tom Gerhart
(4) District 1199J, National Union of
Hospital & Health Care Employees
9-25 Alling Street
Newark, NJ 07102
Tel.: (973) 624-1199
Fax: (973) 622-0801
Attn: Susan M. Cleary
(5) Accountable Healthcare
Staffing, Inc.
999 Yamato Road, Suite 210
Boca Raton, FL 33431
Tel.: (561) 235-7283
Fax: (561) 952-6911
Attn: Lamar Starling
(6) Sodexo Operations, LLC
283 Cranes Roost Blvd.
Suite 260
Altamonte Springs, FL 32701
Tel.: (407) 339-3230, Ext. 35204
Fax: (407) 260-2305
Attn: Brad Hamman
(7) Med-Metrix, LLC
9 Entin Road
Parsippany, NJ 07054
Tel.: (201) 450-9049
Fax: (201) 490-9730
Attn: Robert J. Wright, Jr.
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.
The committee is represented by:
Andrew H. Sherman, Esq.
Sills Cummis & Gross P.C.
One Riverfront Plaza
Newark, NJ 07102
Tel: (973) 643-6982
Fax (973) 643-6500
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.
SALVADOR CONSTRUCTION: Files For Chapter 7 Bankruptcy
-----------------------------------------------------
Paul Brinkmann at Orlando Sentinel reports that weighed down by
numerous foreclosures and smaller claims, a decades-old Kissimmee
construction company has filed for Chapter 7 bankruptcy
liquidation.
Salvador Construction was founded in 1986 by Salvador Giron, the
report discloses. It lists numerous local construction projects in
its portfolio, including Orlando Fire Station No. 7, an Aldi's
Supermarkets, Walgreens, Bartow Medical Center, Hard Rock Orlando,
and several school buildings, the report said.
According to the report, bankruptcy attorney Luis Vega said the
company, 5250 Giron Circle, is closed and no longer operating.
"The company's problems started during the recession. The
foreclosures by Fifth Third Bank are what really killed the
company," Orlando Sentinel quotes Mr. Vega as saying.
Orlando Sentinel says Fifth Third Bank obtained a $2.82 million
foreclosure judgment against the company in 2013, and took back
three properties.
The company also lists an additional $1.42 million in collections
debt for Fifth Third, and judgments of $147,000 in favor of
Steadfast Insurance Company, and $98,000 for Marjam Supply of
Florida, among other creditors, Orlando Sentinel discloses.
Total debts for the company are listed as just under $5 million,
adds Orlando Sentinel.
SB PARTNERS: SRE Clearing Services Owns 40% of Units
----------------------------------------------------
SRE Clearing Services Corporation disclosed in an amended Schedule
13D filed with the Securities and Exchange Commission that as of
Sept. 8, 2015, it beneficially owned 3,102 units of limited
partnership interest of SB Partners, representing 40 percent of the
Units outstanding. A copy of the regulatory filing is available
for free at http://is.gd/G6jvyS
About SB Partners
Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests. As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.
SB Partners reported a net loss of $875,000 on $1.08 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $1.1 million on $896,000 of total revenues for the year
ended Dec. 31, 2013.
As of June 30, 2015, the Company had $17.24 million in total
assets, $23.29 million in total liabilities and total partners'
deficit of $6.04 million.
SEARS HOLDINGS: Enters Into Plan Protection Arrangement with PBGC
-----------------------------------------------------------------
Sears Holdings Corporation has been in discussions with the Pension
Benefit Guaranty Corporation with respect to the Company's rights
offering and sale-leaseback transaction with Seritage Growth
Properties, a recently formed, independent publicly traded real
estate investment trust, which closed on July 7, 2015, and the
Company has entered into a binding term sheet for a five-year
agreement with PBGC, subject to entry into definitive documentation
in the next 60 days. Pursuant to the Agreement, the Company will
continue (as it has since at least 2006) to protect, or
"ring-fence," pursuant to customary covenants, the assets of
certain special purpose subsidiaries holding real estate and/or
intellectual property assets.
Under the definitive documentation, the Relevant Subsidiaries will
grant PBGC a springing lien on the ring-fenced assets, which lien
would be triggered only by (a) failure to make required
contributions to the Company's pension plan (the "Plan"), (b)
prohibited transfers of ownership interests in the Relevant
Subsidiaries, (c) termination events with respect to the Plan, and
(d) bankruptcy events with respect to the Company or certain of its
material subsidiaries.
The Company will continue to make required contributions to the
Plan, the scheduled amounts of which are not affected by the
Agreement. The Company has consistently managed its business such
that it is able to meet its obligations to the Plan despite the
historically unprecedented low interest rate environment. Although
the Company believes that no basis exists under ERISA for an
involuntary or distress termination of the Plan, PBGC has further
agreed to forbear from initiating an involuntary termination of the
Plan, except upon the occurrence of specified conditions.
"This agreement results from good faith discussions between the
PBGC and the Company and is another positive step forward for the
Company; it provides meaningful protections to the PBGC while
preserving the Company's financial and operational ability to
continue implementing the transformation," said Edward S. Lampert,
Sears Holdings' chairman and chief executive officer.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared
to a net loss attributable to Holdings' shareholders of $1.36
billion for the year ended Feb. 1, 2014. As of May 2, 2015, Sears
Holdings had $13.3 billion in total assets, $14.5 billion in total
liabilities, and a $1.20 billion total deficit.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SIGNAL INT'L: Wants to Pursue Appeal in Max Specialty Dispute
-------------------------------------------------------------
Signal International, Inc., et al. ask the United States Bankruptcy
Court for the District of Delaware to modify the automatic stay to
permit the U.S. Court of Appeals for the Second Circuit to continue
considering Signal's appeal from a judgment in favor of Max
Specialty that was commenced to prior to the Petition Date.
In its Motion, the Debtors assert that all parties agree that the
Second Circuit should proceed to issue its decision. They argue
that allowing the Second Circuit to proceed to issue its judgment
will not harm the debtors or cause prejudice to other creditors.
The matter has been fully briefed and argued and could resolve all
pending issues between the parties, as a resolution of the pending
appeal will provide the Debtors with greater clarity on its
financial position as it seeks confirmation of a bankruptcy plan in
the next few months. Further, if SI LLC prevails, it could
ultimately bring an additional $15 million or more in to the
bankruptcy estate. Lifting the automatic stay in this instance is
in the best interests of the Debtors and their creditors.
The Bankruptcy Court was scheduled to consider the request a
hearing Sept. 10.
Signal International, Inc., et al. are represented by:
M. Blake Cleary, Esq.
Kenneth J. Enos, Esq.
Jaime Luton Chapman, Esq.
Travis G. Buchanan, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mbcleary@ycst.com
kenos@ycst.com
tbuchanan@ycst.com
About Signal International
Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.
Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy.
SI Inc. was incorporated on Oct. 12, 2007, and began operations
with offshore fabrication and repair in Mississippi. Signal's
corporate headquarters are in Mobile, Alabama, with operations in
Alabama and Mississippi, and a sales office in Texas.
On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000. As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").
On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11498).
The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.
Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.
The U.S. Trustee for Region 3 appointed seven creditors to serve on
the official committee of unsecured creditors.
SOPHIA LP: Moody's Assigns B3 CFR & Rates Secured Loans B2
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
("CFR") to Ensemble S Merger Sub., Inc. ("Ensemble" or Sophia, L.P.
(New)), which is being formed to effect TPG Capital's and Leonard
Green & Partners' $3.6 billion acquisition of Sophia, L.P.
("Sophia"). Ensemble will be renamed Sophia, L.P. after completion
of the acquisition. Moody's also assigned B2 ratings to Sophia's
new $1.46 billion senior secured term loan and $150 million
revolver, and a Caa2 rating to its $590 million of new senior
unsecured notes. Moody's existing ratings at Sophia, L.P. and its
indirect parent company, Sophia Holdings Finance, L.P., will be
withdrawn upon closing of the acquisition and repayment of existing
debt, which is expected by the end of September. The ratings
outlook is stable.
RATINGS RATIONALE
The B3 CFR reflects very high leverage, mitigated in part by a
strong business model that is more characteristic of higher rated
peers. Incremental debt from the acquisition will raise Sophia's
debt-to-EBITDA financial leverage, currently 7.4 times, to 8.0
times on a pro-forma, Moody's-adjusted basis. High leverage is
offset somewhat by Sophia's growing scale and leading position as a
niche provider of software and services for the administrative and
academic functionality at higher education institutions including
universities, community colleges, and technical schools. Moody's
believes that Sophia has a strong and defensible market position as
a leading provider of enterprise resource planning (ERP) software
solutions to higher education institutions on a global platform.
Sophia's customer base has steadily grown and now provides ERP
solutions to more than 2,400 institutions in more than 40
countries, although more than 90% of revenues are still generated
in the United States. There are high levels of maintenance revenue,
coupled with very high customer retention rates (in the 98% range),
which provide very good near term visibility into the company's
cash flow generation. Moody's views Sophia's liquidity as good,
with cash balances building due to favorable working capital
dynamics, low capital expenditure requirements, and expected annual
free cash flow generation of $100 million or better over the next
two years.
Sophia's debt-to-EBITDA level improved gradually after the
late-2011, company-forming merger between Datatel and SunGard, from
7.7 times to 7.0 times as of June 30, 2013. However, the issuance
in November 2013 of $400 million holding-company subordinated debt
used in a dividend recapitalization, which increased consolidated
leverage to well over 8.0 times, underscored the risk posed by
shareholder-friendly financial policies. While the company
continues to have the capacity to delever more quickly, minimal
amortization requirements and modest, low-single digit EBITDA
growth will, Moody's expects, keep leverage above 7.0 times over
the next eighteen months.
The stable outlook reflects Moody's expectation that Sophia will
continue to maintain a strong position in its niche segment and
generate low single-digit annual revenue growth with consistent
levels of operating profits and cash flows. The ratings could be
upgraded by sustaining both debt-to-EBITDA below 6.5 times and free
cash flow to debt in the mid-single-digit percentages (including
Moody's standard adjustments). The ratings could be lowered if
anticipated revenue growth slows, liquidity weakens substantially,
or if free cash approaches breakeven.
Assignments:
Issuer: Sophia, L.P. (New)
Senior secured bank credit facilities maturing September 2020
and 2022, Assigned B2, LGD3
Senior unsecured notes due September 2023, Assigned Caa2, LGD5
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Sophia, L.P ("Sophia") is a holding company formed, in late 2011,
by private equity firm Hellman & Friedman, LLC to acquire SunGard
Higher Education and combine it with Datatel, Inc. (with the
combined company doing business as Ellucian). We expect Ellucian, a
global provider of administrative software products and services to
a wide range of higher educational institutions, to generate 2015
revenue of approximately $710 million, a 3% increase over 2014.
SOPHIA LP: S&P Revises Outlook to Negative & Rates Secured Loans B+
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Fairfax, Va.-based Sophia L.P. to negative from stable and affirmed
the 'B' corporate credit rating on the company.
At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to the company's proposed $150 million revolving
credit facility and proposed $1.46 billion term loan B. The '2'
recovery rating indicates S&P's expectation of substantial
(70%-90%, in the lower half of the range) recovery in the event of
a payment default.
S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $590 million unsecured notes. The
'6' recovery rating indicates S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.
"The outlook revision reflects the company's pro forma adjusted
leverage in the mid-8x area," said Standard & Poor's credit analyst
Minesh Shilotri.
"The outlook revision also reflects our view that underperformance
relative to our base-case scenario could result in leverage
sustained above the 8x area over the next year, which would likely
precipitate a downgrade of the company," he added
The ratings also reflect Sophia's "fair" business risk profile, as
defined in S&P's criteria, characterized by its heavy exposure to
the U.S. higher education market and competition with other
well-capitalized companies in selected domains.
Sophia's "highly leveraged" financial risk profile incorporates
S&P's view that leverage is likely to stay above 8x through most of
2016, but S&P expects them to improve from post-transaction levels
because of debt amortization and excess cash flow sweep.
The negative outlook reflects the company's current pro forma
adjusted leverage in the mid-8x area, and S&P's view that leverage
could stay above 8x over the next 12 months.
S&P could lower the rating if a lack of EBITDA growth or debt
repayment results in leverage remaining above 8x over the next 12
months.
S&P could revise the outlook to stable if EBITDA growth or debt
repayment results in leverage below 8x over the next 12 months,
with prospects for further debt reduction.
SOUNDVIEW ELITE: Ch. 11 Trustee, Patterson Belknap Ink Settlement
-----------------------------------------------------------------
Corinne Ball, the Chapter 11 trustee for Soundview Elite Ltd., et
al., asks the United States Bankruptcy Court Southern District of
New York to approve a settlement with Patterson Belknap Webb &
Tyler LLP to resolve the firm's fees and expenses request and the
Debtors' claims against the firm.
Pursuant to the Settlement Agreement, Patterson Belknap will return
$100,000 from the Existing Retainer to the Chapter 11 Trustee on
behalf of the Debtors' estates. Patterson Belknap is authorized to
apply the balance of the Existing Retainer -- $33,228 -- in full
and complete satisfaction of the Requested Fees and Expenses and
any and all claims that Patterson Belknap has or may have against
the Debtors and their estates. The parties also agree to mutually
release each other of all claims that relate to the Debtors, their
Chapter 11 cases or any of the Soundview Actions.
The Chapter 11 Trustee believes that entry into the settlement with
Patterson Belknap is a sound exercise of the Chapter 11 Trustee's
business judgment. The Settlement Agreement is the result of arms'
length negotiations and bargaining between the Chapter 11 Trustee
and Patterson Belknap and will result in the return of $100,000 to
the Debtors' estates, the Chapter 11 Trustee said. Moreover, the
Debtors will have no obligation to make any payment to Patterson
Belknap for any of its approved fees and expenses, including the
Requested Fees and Expenses.
The Chapter 11 Trustee is represented by:
Gerard DiConza, Esq.
DICONZA TRAURIG KADISH LLP
630 Third Avenue
New York, New York 10017
Tel: (212) 682-4940
Email: gdiconza@dtklawgroup.com
About SoundView Elite Ltd.
Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.
The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104). The petitions were signed by Floyd Saunders as
corporate secretary. By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.
SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before. An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.
The Debtor disclosed $20,703,641 in assets and $16,402,671 in
liabilities as of the Chapter 11 filing. The funds said in a court
filing their total cash assets of about $20 million are held in the
U.S., where the funds are managed. Court papers list the funds'
total assets as $52.8 million, against debt totaling $28 million.
Judge Robert E. Gerber presides over the U.S. cases.
Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel. CohnReznick LLP serves
as financial advisor.
Peter Anderson and Matthew Wright, as Joint Official Liquidators of
the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.
The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.
In April 2014, District Judge J. Paul Oetken affirmed the
Bankruptcy Court order appointing a Chapter 11 trustee for
SoundView Elite Ltd. and its affiliated debtors, and tossed pro se
appeals filed by Alphonse Fletcher, Jr. and George E. Ladner, the
sole directors of the mutual funds.
STARDUST FINANCE: Moody's Retains B2 CFR on $240MM Add-on Loan
--------------------------------------------------------------
Moody's Investors Service said that Stardust Finance Holdings,
Inc.'s plan to raise its incremental term loan due 2022 by $240
million has no immediate impact on debt ratings. Stardust Finance
Holdings, Inc. operates under the brand name 'Hanson Building
Products' ("Hanson"). The incremental first lien term loan will be
used to finance the acquisition of Cretex Concrete Products, Inc.
("Cretex") from Cretex Companies, Inc.. Hanson's B2 CFR and stable
outlook remain unchanged.
RATINGS RATIONALE
The B2 CFR reflects Hanson's relatively weak credit metrics for a
B2 CFR supported by the company's strong position within its end
markets. This includes high leverage, negative tangible net worth,
and relative low free cash flows to net debt. Hanson Building
Products' ("Hanson") has a limited, but improving, stand-alone
operating history since it was acquired by Lone Star Funds from
HeildelbergCement AG in March of 2015. Moody's estimates Hanson's
pro forma adjusted Debt/EBITDA at closing will exceed 5.0x,
reflecting increased leverage. Overall, leverage for Hanson is
relatively high for the B2 rating category. Moody's does not expect
the company to delever to below 4.5x by fiscal year-end 2015.
The rating also takes into consideration the positive momentum in
Hanson's end markets with the expectation of continued recovery in
the next 12-18 months. Moody's acknowledges that Hanson is set to
benefit from improved conditions in the residential and
infrastructure construction sectors both in the United States and
in the United Kingdom, which should translate into higher topline
and EBITDA margins over our time horizon.
Moody's also takes into consideration Hanson's increased
geographical diversification following the acquisition of Cretex,
which will allow Hanson to expand its presence into the upper
Midwest market in the United States. With the acquisition of
Cretex, 57% of Hanson's revenues will be derived from the United
States, 32% from the United Kingdom and 11% from Canada. We view
this enhanced geographic diversification as a credit positive for
Hanson.
The stable outlook reflects Moody's expectation for improvement in
the company's credit metrics reflecting the positive momentum in
its end-markets in the next 12-18 months.
An upgrade for Hanson would be possible if operating performance
results in EBITA to interest expense is sustained above 2.0x with
adjusted Debt/EBITDA steadily below 4.5x (all ratios incorporate
Moody's standard adjustments). Moody's will also take into
consideration the overall aggressiveness of the company's balance
sheet management.
A downgrade could ensue if actions taken by Hanson fail to improve
operating performance such that EBITA to interest expense declines
towards 1.0x and adjusted Debt/EBITDA remains above 6.5x.
Significant debt-financed acquisitions or other
shareholder-friendly actions that could affect Hanson's liquidity
profile will also adversely affect the ratings.
Headquartered in Irving, TX, Hanson Building Products manufactures
concrete and clay building products in the United States, Canada,
and the United Kingdom. The company operates in five segments:
North America Gravity pipe & precast, North America Brick, North
America Pressure pipe, UK brick & block, and Other. Its primary
products include concrete gravity pipes, concrete and steel
pressure pipes, precast concrete drainage products, clay bricks,
and concrete blocks. The company's pro forma LTM 6/30/2015 net
sales are anticipated to be close to $1,280 million.
STATE FISH: Court Approves Settlement with Shareholders
-------------------------------------------------------
The U.S. Bankruptcy Court in Central District of California, Los
Angeles Division, at the behest of R. Todd Neilson, the
duly-appointed trustee of State Fish Co., Inc., et al., approved a
comprehensive resolution of disagreements by and among the Debtors,
John DeLuca, et al., the DeLuca Sisters, the Rose Estate, Susan
Ricci, and Fred DiBernardo.
Among many other things, the settlement (i) provides for the filing
of a consensual plan of liquidation that will permit payment in
full of administrative expenses and non-insider unsecured claims,
(ii) settles numerous potential claims by State Fish's shareholders
against the Debtors' estates, which claims could have significantly
diluted distributions to non-insider general unsecured creditors,
(iii) contemplates the continued pursuit by the Trustee of the
pending sale of the HPP/Calpack Business, (iv) contemplates the
orderly liquidation of the Fish Business, and (v) after reserving
funds for distributions in full to administrative claimants and
non-insider unsecured creditors, contains an agreed-upon allocation
to State Fish's shareholders of the Debtors' remaining assets.
All proceeds of the liquidation of the Debtors' assets will be
distributed as follows:
-- First, to pay in full, or to fund a reserve for the purpose
of paying in full, all administrative expenses, including
professional fees of the Trustee, his counsel, financial advisors,
and consultants and counsel to the Official Committee of Unsecured
Creditors, as allowed by the Bankruptcy Court.
-- Second, to pay in full, or to fund a reserve for the purpose
of paying in full, all unsecured claims scheduled by the Debtors or
asserted by third-party creditors, as allowed by the Court, or as
not objected to by the date that is forty-five days after the
applicable bar date for such claim.
-- Third, to pay to the Lenders the proceeds of that certain
reserve account, estimated at under $150,000, currently held by
State Fish on account of accrued interest on the Lenders' Loans.
-- Fourth, to pay $1,600,000, or to fund a reserve in the amount
of $1,600,000, to be provided as collateral to FMB in respect of
Letters of Credit Numbers 1970 and 1971 that support State Fish's
Customs Bonds, in replacement of the $1,600,000 of outstanding
collateral currently provided by Roseann DeLuca in connection with
the referenced FMB Letters of Credit.
-- Fifth, up to the remaining $12,400,000 in free and clear
proceeds will be distributed equally to John and to the Sisters
(i.e. $6,200,000 to each).
-- Sixth, any remaining funds will be paid 100% to the Sisters.
The Chapter 11 Trustee is represented by:
David M. Stern, Esq.
Michael L. Tuchin, Esq.
Colleen M. Keating, Esq.
Jonathan M. Weiss, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, Thirty-Ninth Floor
Los Angeles, California 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
Email: dstern@ktbslaw.com;
mtuchin@ktbslaw.com
ckeating@ktbslaw.com;
jweiss@ktbslaw.com
About State Fish
State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California. Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.
State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015,
amid a family dispute and liquidity woes brought by declining fish
catches. Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.
The Hon. Sandra R. Klein presides over the jointly administered
cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins
Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.
State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.
The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors. The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.
R. Todd Neilson was appointed as Chapter 11 trustee effective as of
Feb. 27, 2015.
STATE FISH: QSR APA Amended to Modify Minimum Initial Bid
----------------------------------------------------------
R. Todd Neilson, the trustee for the Chapter 11 cases of State Fish
Co., Inc., and Calpack Foods, LLC, notified the United States
Bankruptcy Court for the Central District of California, Los
Angeles Division, that he entered into a second amendment to the
Asset Purchase Agreement with QSR International Holdings, LLC.
The Debtors seek to sell (i) substantially all of State Fish's
operating assets related to its High Pressure Pasteurization Food
Service division, including all rights of the Debtors in the real
property and building improvements located at 1130 West C Street
and 233 King Avenue, in Wilmington, California and (ii)
substantially all of Calpack's operating assets.
The Second Amendment revised the amount of the minimum initial bid
for prospective bidders to be an amount equal to or exceeding the
sum of $12,693,034, which equals the revised amount of the Cash
Payment plus the Break-Up Fee plus the Expense Reimbursement plus
the Supplemental Expense Reimbursement plus $250,000.
The Chapter 11 Trustee is represented by:
David M. Stern, Esq.
Michael L. Tuchin, Esq.
Colleen M. Keating, Esq.
Jonathan M. Weiss, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, Thirty-Ninth Floor
Los Angeles, California 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
Email: dstern@ktbslaw.com;
mtuchin@ktbslaw.com
ckeating@ktbslaw.com;
jweiss@ktbslaw.com
About State Fish
State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California. Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.
State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015,
amid a family dispute and liquidity woes brought by declining fish
catches. Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.
The Hon. Sandra R. Klein presides over the jointly administered
cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins
Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.
State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.
The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors. The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.
R. Todd Neilson was appointed as Chapter 11 trustee effective as of
Feb. 27, 2015.
SUNNYLAND FARMS: $108K Allowed in Capussi's Claim
-------------------------------------------------
Judge David T. Thuma of the United States Bankruptcy Court for the
New Mexico allowed Jerry Capussi's claim in the amount of $108,000
and disallowed the balance from his proof of claim.
On August 4, 2014, Capussi filed a proof of claim for $3,282,474.
He amended his claim on March 19, 2015, changing the amount to
$3,264,287. The amended claim included an explanation of claim, a
declaration, a UCC-1 financing statement, and a copy of the
security agreement.
Judge Thuma found that Debtor Sunnyland Farms, Inc., successfully
challenged the prima facie allowability of Capussi's $3.2 million
claim, while Capussi failed to carry his burden of persuading the
court that the claim was allowable in full.
The case is In re: SUNNYLAND FARMS, INC., Debtor, CASE NO.
14-10231-T11 (Bankr. D.N.M.).
A full-text copy of Judge Thuma's August 18, 2015 memorandum
opinion is available at http://is.gd/oix5dtfrom Leagle.com.
TEMPUR SEALY: Better Housing Market Lifts Moody's CFR to Ba3
------------------------------------------------------------
Moody's Investors Service upgraded Tempur Sealy International,
Inc.'s ratings due to Tempur's improved operating performance and
Moody's expectation for continued strong results. Ratings upgraded
include the Corporate Family Rating to Ba3 from B1, the senior
secured credit facility to Ba2 from Ba3, the senior unsecured notes
to B2 from B3 and the Speculative Grade Liquidity rating to SGL-1
from SGL-2. The rating outlook is stable.
"The continuing signs of stability in the housing market and in
consumer confidence help offset concerns about macro economy," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
"We do not expect the new CEO announced earlier this week to
significantly change the company's strategic focus or its goal of
reducing debt with free cash flow," noted Cassidy.
Ratings upgraded
Corporate Family Rating to Ba3 from B1;
Probability-of-Default Rating to Ba3-PD from B1-PD;
Senior Secured Term Loan A due 2018 to Ba2 (LGD 3) from
Ba3 (LGD 3);
Senior Secured Term Loan B due 2020 to Ba2 (LGD 3) from
Ba3 (LGD 3);
Senior Secured Revolving Credit Facility expiring 2018 to
Ba2 (LGD 3) from Ba3 (LGD 3);
Senior Unsecured Notes due 2020 to B2 (LGD 5) from; B3 (LGD 6);
Speculative grade liquidity rating to SGL-1 from SGL-2;
RATINGS RATIONALE
Tempur Sealy's Ba3 Corporate Family Rating reflects its moderate
leverage, good cash flow generating abilities, sizeable market
share, and solid scale, with revenue of around $3 billion. The
ratings also incorporate the volatility in profitability and cash
flows experienced during economic downturns and by the uncertainty
in discretionary consumer spending, especially for middle and low
income consumers. The ratings benefit from Tempur's solid operating
margins with EBIT/revenue around 11% and good interest coverage
over 3 times. Tempur Sealy's strong market position, well-known
brand names, improving consumer confidence, and the mattress
industry's historically strong fundamentals, anchor the rating.
The stable outlook reflects Moody's view that Tempur will continue
to reduce debt with free cash flow and maintain solid credit
metrics.
Tempur's ratings could be upgraded if its operating performance
continues to improve and the company maintains its policy of
reducing debt with free cash flow. Key credit metrics necessary for
an upgrade would be debt/EBITDA sustained below 3 times, interest
coverage maintained above 4 times and mid teen EBIT margins.
Ratings could be downgraded if operating performance meaningfully
deteriorates or if leverage significantly increases for any reason.
Key credit metrics that could lead to a downgrade would be
debt/EBITDA sustained above 4.5 times, interest coverage maintained
below 2.5 times, or mid-single digit EBIT margins. Large debt
financed shareholder returns could also lead to a downgrade.
Tempur Sealy International, Inc.'s develops, manufactures, markets
and sells bedding products, which include mattresses, foundations
and adjustable bases, and other products such as pillows and other
accessories. On March 18, 2013, the company completed the
acquisition of Sealy Corporation, which manufactures and markets a
broad range of mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R) and other brands. Net revenue
for the twelve months ended June 30, 2015 approximated $3.1
billion.
VIDEOTRON LTEE: Moody's Rates New $375MM Sr. Unsecured Notes 'Ba2'
------------------------------------------------------------------
Moody's Investors Service rated Videotron Ltee's new C$375 million
senior unsecured notes Ba2. Videotron is a wholly owned subsidiary
of Quebecor Media Inc. (QMI), the senior-most company in the QMI
family for which Moody's maintains ratings. As a part of the same
rating action, Moody's also affirmed QMI's Ba3 corporate family
(CFR), Ba3-PD probability of default rating (PDR), B1 senior
secured term loan rating, B2 senior unsecured notes rating, and
Videotron's Ba2 senior unsecured notes rating. QMI's stable rating
outlook was maintained, while the company's speculative grade
liquidity rating was lowered to SGL-3 (adequate) from SGL-2
(good).
While the $500 million share buy-back is credit-negative, QMI's
ratings were affirmed because Moody's estimates pro forma leverage
of debt-to-EBITDA increasing to about 4.2x from 3.9x (Moody's
adjusted and pro forma for nearly $400 million of debt redemption
completed on July 16), a level consistent with Moody's expectations
of leverage oscillating between ~3.8x and ~4.3x, as expanding cash
flow reduces leverage and then QMI uses its debt capacity to
gradually buy-back CDP's stake.
The SGL rating was lowered because we expect slowing EBITDA
expansion. Liquidity is now assessed as adequate.
The following summarizes the rating action and QMI's existing
ratings:
Assignment:
Issuer: Videotron Ltee
Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD3)
Issuer: Quebecor Media Inc.
Corporate Family Rating, Affirmed at Ba3
Probability of Default Rating, Affirmed at Ba3-PD
Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2
Outlook, Remains Stable
Senior Secured Term Loan, Affirmed at B1, with LGD revised to
LGD5 from LGD4
Senior Unsecured Regular Bond/Debenture, Affirmed at B2 (LGD5)
Issuer: Videotron Ltee
Senior Unsecured Regular Bond/Debenture, Affirmed at Ba2 (LGD3)
RATINGS RATIONALE
QMI's Ba3 corporate family rating (CFR) balances the sustainability
and recession-resistance of the cable-based broadband
communications cash flow of its Videotron subsidiary against the
likely debt-financed buy-out of QMI's minority shareholder.
Financial performance is also constrained by expectations of
continued capital spending and start-up costs related to its
facilities-based wireless product, and fixed-line margin pressure
from IPTV competition. Down-side risks are mitigated given guidance
that QMI would not exceed company-defined TD/EBITDA of 4x, and we
expect Moody's-adjusted Debt/EBITDA to be in the low-4x/high-3x
range (Moody's adjustments add approximately 0.6x to
company-reported figures).
Rating Outlook
The outlook is stable since QMI has committed to operating within
its company-defined TD/EBITDA of 4x (3.9x at 30Jun15; Moody's
adjusted and pro forma for nearly CAD400 million of debt redeemed
on July 16, 2015). The stable outlook also reflects our expectation
that QMI will maintain solid liquidity and be modestly free cash
flow positive with FCF/TD of about 1% (-2% at June 30, 2015) over
the next year.
What Could Change the Rating -- UP
The rating could be upgraded if we expected:
-- A stable business platform with growth expected to come
primarily from organic sources
-- Sustained TD/EBITDA leverage below 3.5x (4.2x at 30Jun15)
-- Sustained FCF/TD above 5% (-2% at 30Jun15)
-- (EBITDA-CapEx)/Interest improvement above 2.25x (1.3x at
June 30, 2015)
What Could Change the Rating -- DOWN
The rating could be downgraded if we expected:
-- Sustained TD/EBITDA leverage above 4.0x (4.2x at Jun 30,
2015)
-- Sustained FCF/TD below 5% (-2% at 30Jun15)
-- (EBITDA-CapEx)/Interest deterioration below 1x (1.3x at
June 30, 2015)
-- Significant debt-financed acquisition or share buy-back
activity
Corporate Profile
Headquartered in Montreal, Canada, Quebecor Media Inc. (QMI), is a
holding company whose primary operations involve fixed-line and
wireless telecommunications via Videotron Ltee (Videotron,
represents about 97% of QMI's EBITDA)), with secondary operations
involving newspaper publishing (QMI), television broadcasting (TVA
Group Inc. (TVA)), music production and distribution, sports, and
entertainment.
WENNER MEDIA: Moody's Keeps B3 CFR Amid Low Ads, Rolling Stone News
-------------------------------------------------------------------
Moody's Investors Service has affirmed Wenner Media LLC's B3
Corporate Family Rating (CFR) and Caa1-PD Probability of Default
Rating (PDR), and revised the rating outlook to stable from
positive.
Ratings Affirmed:
Corporate Family Rating -- B3
Probability of Default Rating -- Caa1-PD
$15 Million Revolving Credit Facility due Nov 2018 -- B3
(LGD-3)
$110 Million Term Loan B due May 2019 -- B3 (LGD-3)
RATINGS RATIONALE
The rating outlook revision to stable reflects Moody's current view
that despite Wenner's success in deleveraging the balance sheet,
total debt to EBITDA will stay in a range of 3x-4x (Moody's
adjusted) over the rating horizon and likely not decline below the
2.5x upgrade trigger. EBITDA has progressed below Moody's
expectation, impacted by two unforeseen events that occurred after
Moody's changed the outlook to positive in April 2014. The first
was the June 2014 bankruptcy of one of Wenner's former newsstand
wholesalers, Source Interlink Distribution; the second was the
negative effect on print advertising revenue from a dubious
December 2014 article published in Wenner's Rolling Stone magazine.
Moody's now expects the rebound in EBITDA will take longer due to
the significant decline in print advertising as Moody's does not
anticipate meaningful offsetting growth from digital or circulation
revenue. Wenner's leverage was 3.9x (Moody's adjusted) as of June
30, 2015 compared to around 3x when the outlook was changed to
positive. The company, nonetheless, remains well-positioned in the
B3 rating category given that the median leverage for B3-rated
global industry peers is currently around 5x.
According to Moody's, "Circulation revenue in the recent June
quarter has improved as compared to 2014 with the disruption caused
by the Source shutdown and bankruptcy. However, unitary single copy
declines are expected to continue. Notably, the significant 18%
drop in print advertising revenue in 1H15, particularly at the
Rolling Stone publication (down 20%), was below our expectations.
The sharp falloff in print ad revenue was due to two factors: (i)
the continuing secular shift of advertising dollars from print
magazines to digital channels; and (ii) a Rolling Stone article
published in late 2014 concerning improper conduct at a University
of Virginia fraternity that Wenner subsequently retracted after
reports surfaced about its accuracy. We believe brand advertisers
could continue to avoid the magazine resulting in further reduction
in ad revenue and/or rates. The Rolling Stone debacle has led to
the discovery of key discrepancies in the story, negative media
reaction and legal consequences, which leads us to believe the
company's reputation and litigation risks have increased. With at
least two known pending lawsuits filed against the magazine, Wenner
may not have sufficient media liability insurance to cover damages
that could be awarded to plaintiffs if it were to lose multiple
cases."
Wenner's B3 CFR reflects its small scale, niche focus within the
highly competitive and cyclical consumer magazine publishing
business, high concentration in three magazines and related special
interest publications, negative magazine and print media business
trends, and growing competition from digital news and advertising
sources. The B3 rating captures Wenner's long-term track record of
operational performance, good market position and strong long-lived
brands within its target market supported by proprietary content
generation, the publications' history of artistic and journalistic
industry recognition, and consumer interest in celebrity, lifestyle
and entertainment content. Compared to most of its major
competitors, Wenner is smaller and less diversified overall, and
within the magazine industry, with nearly 70% of revenue generated
by Us Weekly and the bulk of the remainder from Rolling Stone. The
company has good cost management and revenue trends that are
somewhat better than industry averages.
Wenner has reduced term loan borrowings from $144 million at the
time of the May 2014 refinancing to $110 million as of June 2015
through a combination of annual amortization and the excess cash
flow sweep required under the credit agreement, as well as optional
prepayments. Although we expect positive free cash flow generation,
we anticipate it will be lower than recent historical levels due to
continued EBITDA softness and the provisions of the amended credit
agreement, which allow additional shareholder distributions as
covenant leverage declines. We believe management will prioritize
the use of excess cash flow to voluntarily retire debt over the
near-term, however the aforementioned issues will impact the
ability to reduce debt at Wenner's historical pace. We project free
cash flow to debt (Moody's adjusted) at least in the 10-20% range
over the rating horizon.
Rating Outlook
The stable rating outlook reflects our view that the US economy
will continue to grow modestly, and that Wenner will manage costs
and utilize its free cash flow to reduce debt such that total debt
to EBITDA leverage is maintained in the 3x-4x range (Moody's
adjusted) over the next 12-18 months.
What Could Change the Rating -- Up
An upgrade could occur if Wenner maintains revenue and EBITDA
margin stability leading to consistent and expanding free cash flow
generation and a sustained reduction in total debt to EBITDA
leverage below 2.5x (Moody's adjusted).
What Could Change the Rating -- Down
A downgrade could occur if Wenner's total debt to EBITDA leverage
is sustained above 4.5x (Moody's adjusted) or if free cash flow
were to weaken relative to the required $15 million annual term
loan amortization. Wenner could also be downgraded if market share
erodes, advertising revenue deteriorates, liquidity weakens, or the
company engages in leveraging acquisitions or significant
shareholder distributions. To the extent any plaintiff is
successful in the pending lawsuits against the company resulting in
significant damage awards or settlements above Wenner's media
liability insurance coverage, Moody's could lower the rating.
The principal methodology used in these ratings was Global
Publishing Industry published in December 2011.
Wenner Media LLC, headquartered in New York, NY, and owned and
controlled by the Wenner family, is a publisher of entertainment
and lifestyle magazines in the United States. Its three consumer
magazine titles (Us Weekly, Rolling Stone and Men's Journal)
generate combined weekly/bi-weekly circulation exceeding 4 million.
WESTMORELAND COAL: To Issue 500,000 Shares Under Savings Plan
-------------------------------------------------------------
Westmoreland Coal Company filed a Form S-8 registration statement
with the Securities and Exchange Commission to register an
additional 500,000 shares of common stock of the Company that may
be issued pursuant to the 401(k) Plan, as well as an indeterminate
amount of plan interests under the 401(k) Plan. The issuance of
the additional shares of Common Stock under the 401(k) Plan was
approved by the Company's Board of Directors on Sept. 8, 2015. A
copy of the prospectus is available at http://is.gd/6QpsIq
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.
* * *
As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'. "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.
Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the
company's proposed new $300 million First Lien Term Loan, the TCR
reported on Nov. 20, 2014. The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the company will
be break-even to modestly free cash flow positive over the same
time period.
WILLIAM PRIOR: Bank's Bid for Post-Petition Attorney's Fees Denied
------------------------------------------------------------------
Judge Christopher D. Jaime of the United States Bankruptcy Court
for the Eastern District of California denied the motion filed by
secured creditor Tri Counties Bank for an allowance of attorney's
fees and costs incurred in William Prior's Chapter 11 case.
The bank held two promissory notes executed by Prior which were
classified as "Allowed Secured Claims" in Class 1(a) and Class 1(b)
of the third amended plan.
Based on provisions in the said promissory notes, the bank
requested the attorney's fees totaling $112,430.50 and expenses
totaling $455.56, that it incurred from the petition date through
July 7, 2015. The bank also requested an additional $3K for
preparation of the motion and an appearance by counsel at the
hearing on the motion.
The bank relied exclusively on the third amended plan to establish
that its allowed secured claim is over-secured. Section 506(b)
permits an over-secured creditor to recover reasonable
post-petition attorney's fees and expenses under an agreement or
state law.
Judge Jaime, however, found that the supplemental declaration and
the exhibits submitted by the bank with its reply to Prior's
opposition corroborate admissions by the bank in its reply that "at
no time has [it] alleged to be over-secured" and, in fact, "[it]
was not over-secured." The judge thus held that the bank failed to
satisfy its burden of proof on an essential element of its section
506(b) claim, as the it has not demonstrated or persuaded the court
that its secured claim is over-secured in or by confirmation of the
third amended plan.
The case is In re: WILLIAM V. PRIOR, Debtor(s), CASE NO.
13-30690-B-11 (Bankr. E.D. Cal.).
A full-text copy of Judge Jaime's August 18, 2015 memorandum
decision is available at http://is.gd/cqoSUcfrom Leagle.com.
About William Prior
William V. Prior filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 13-30690) on August 14, 2013. He and his wife, Lynair
Prior, acquired real property located at 750, 760, 770 and 780
Lincoln Way, Auburn, California. William filed for bankruptcy to
stave off foreclosure attempts.
XPO LOGISTICS: Moody's Puts B1 Corp. Family Rating Under Review
---------------------------------------------------------------
Moody's Investors Service placed its ratings for XPO Logistics Inc.
under review for possible downgrade, including the B1 Corporate
Family Rating (CFR), B1-PD Probability of Default Rating (PDR) and
B1 senior unsecured debt ratings ($900 million senior notes due
2019, $560 million senior notes due 2021 and $1.6 billion senior
notes due 2022).
RATINGS RATIONALE
The review follows XPO's September 9 announcement of a definitive
agreement to acquire Con-way Incorporated for about $3 billion.
"This transaction marks XPO's second multi-billion-dollar deal this
year, following its $3.5 billion purchase of European transport and
logistics company Norbert Dentressangle back in April," said Chris
Wimmer, senior credit officer and Moody's lead analyst for XPO.
"Notwithstanding the acknowledged benefits ascribed to the now much
larger scope of operations, the sheer pace and magnitude of recent
acquisitions elevates forward execution risk and balance sheet
leverage relative to earlier expectations, and could be exacerbated
further by increasing macroeconomic weakness," added Wimmer.
The review will focus on XPO's ability to integrate both the
Con-way and Norbert Dentressangle businesses in parallel and under
a capitalization that does not permanently strain its balance sheet
with an excessive debt burden for the assigned rating category.
Moody's will focus on the company's plans for incorporating the
asset-intensive businesses into its portfolio, and realizable
synergies that may be garnered therefrom. Moody's will also seek
further detail and clarity from XPO management with respect to the
proposed financing structure for the transaction and the
willingness and ability to delever based on the combined company's
growth outlook, free cash flow generation and appetite for future
acquisitions. Moody's will also consider the enhanced scale,
customer reach and geographic diversity that will come with the
acquisitions.
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.
The following is a summary of Moody's ratings and rating actions
for XPO Logistics, Inc.:
Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD
Corporate Family Rating, Placed on Review for Downgrade,
currently B1
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B1 (LGD4)
Outlook, Changed To Rating Under Review From Stable
XPO Logistics, Inc. is a provider of transportation and logistics
services, including truck brokerage, intermodal services, contract
logistics, last mile logistics, freight forwarding and expedited
transportation. The company is headquartered in Greenwich, CT. Pro
forma revenue is expected to exceed $15 billion on a fully
consolidated annual run-rate basis incorporating the recent and
pending acquisitions.
[^] BOND PRICING: For the Week From Sept. 7 to 11, 2015
-------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
ACE Cash Express Inc AACE 11.00 38.25 2/1/2019
ACE Cash Express Inc AACE 11.00 48.00 2/1/2019
AT&T Inc T 0.90 100.02 2/12/2016
Affinion
Investments LLC AFFINI 13.50 43.97 8/15/2018
Alpha Natural
Resources Inc ANR 6.00 3.25 6/1/2019
Alpha Natural
Resources Inc ANR 9.75 3.00 4/15/2018
Alpha Natural
Resources Inc ANR 7.50 8.50 8/1/2020
Alpha Natural
Resources Inc ANR 6.25 3.25 6/1/2021
Alpha Natural
Resources Inc ANR 3.75 3.00 12/15/2017
Alpha Natural
Resources Inc ANR 4.88 3.00 12/15/2020
Alpha Natural
Resources Inc ANR 7.50 7.00 8/1/2020
Alpha Natural
Resources Inc ANR 7.50 25.50 8/1/2020
American Eagle
Energy Corp AMZG 11.00 21.13 9/1/2019
American Eagle
Energy Corp AMZG 11.00 21.13 9/1/2019
Arch Coal Inc ACI 7.00 11.40 6/15/2019
Arch Coal Inc ACI 7.25 11.50 6/15/2021
Arch Coal Inc ACI 9.88 19.63 6/15/2019
Arch Coal Inc ACI 7.25 15.86 10/1/2020
Arch Coal Inc ACI 8.00 13.00 1/15/2019
Arch Coal Inc ACI 8.00 9.60 1/15/2019
BPZ Resources Inc BPZR 8.50 8.94 10/1/2017
BPZ Resources Inc BPZR 6.50 12.10 3/1/2015
BPZ Resources Inc BPZR 6.50 10.25 3/1/2049
Caesars Entertainment
Operating Co Inc CZR 10.00 33.88 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 12.75 32.50 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.75 27.50 2/1/2016
Caesars Entertainment
Operating Co Inc CZR 6.50 36.90 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 5.75 40.00 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.00 32.50 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.00 33.63 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.75 12.25 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.00 33.63 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.00 28.13 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.75 26.63 2/1/2016
Champion
Enterprises Inc CHB 2.75 0.25 11/1/2037
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Citigroup Inc C 1.83 98.44 9/23/2017
Claire's Stores Inc CLE 8.88 41.50 3/15/2019
Claire's Stores Inc CLE 7.75 35.50 6/1/2020
Claire's Stores Inc CLE 10.50 65.06 6/1/2017
Claire's Stores Inc CLE 7.75 34.63 6/1/2020
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.75 20.25 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.75 19.25 11/15/2017
Colt Defense LLC /
Colt Finance Corp CLTDEF 8.75 19.25 11/15/2017
Community Choice
Financial Inc CCFI 10.75 37.02 5/1/2019
Comstock
Resources Inc CRK 7.75 28.00 4/1/2019
Comstock
Resources Inc CRK 9.50 34.52 6/15/2020
Constellation
Enterprises LLC CONENT 10.63 84.50 2/1/2016
Constellation
Enterprises LLC CONENT 10.63 84.25 2/1/2016
Crestwood Equity
Partners LP /
CEQP Finance Corp NRGY 7.00 99.50 10/1/2018
DIRECTV Holdings
LLC / DIRECTV
Financing Co Inc DTV 3.13 100.76 2/15/2016
Dendreon Corp DNDN 2.88 71.63 1/15/2016
EPL Oil & Gas Inc EXXI 8.25 37.00 2/15/2018
EXCO Resources Inc XCO 7.50 35.00 9/15/2018
EXCO Resources Inc XCO 8.50 28.15 4/15/2022
Emerald Oil Inc EOX 2.00 33.00 4/1/2019
Endeavour
International Corp END 12.00 9.25 3/1/2018
Endeavour
International Corp END 12.00 9.25 3/1/2018
Endeavour
International Corp END 12.00 9.25 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.00 19.88 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.00 19.38 7/1/2019
Energy Conversion
Devices Inc ENER 3.00 7.88 6/15/2013
Energy Future
Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10.00 1.85 12/1/2020
Energy Future
Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10.00 1.88 12/1/2020
Energy Future
Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 6.88 1.88 8/15/2017
Energy XXI Gulf
Coast Inc EXXI 9.25 32.00 12/15/2017
Energy XXI Gulf
Coast Inc EXXI 7.50 20.75 12/15/2021
Energy XXI Gulf
Coast Inc EXXI 6.88 21.00 3/15/2024
Energy XXI Gulf
Coast Inc EXXI 7.75 22.00 6/15/2019
FBOP Corp FBOPCP 10.00 1.84 1/15/2009
FairPoint
Communications
Inc/Old FRP 13.13 1.88 4/2/2018
Federal Home
Loan Banks FHLB 2.00 98.66 12/18/2020
Fleetwood
Enterprises Inc FLTW 14.00 3.56 12/15/2011
GT Advanced
Technologies Inc GTAT 3.00 28.10 10/1/2017
GT Advanced
Technologies Inc GTAT 3.00 28.50 12/15/2020
Getty Images Inc GYI 7.00 31.00 10/15/2020
Goodrich
Petroleum Corp GDP 8.88 24.55 3/15/2019
Goodrich
Petroleum Corp GDP 5.00 20.00 10/1/2032
Goodrich
Petroleum Corp GDP 8.88 24.38 3/15/2019
Goodrich
Petroleum Corp GDP 8.88 24.38 3/15/2019
Gymboree Corp/The GYMB 9.13 31.69 12/1/2018
Halcon
Resources Corp HKUS 9.75 38.50 7/15/2020
Hercules
Offshore Inc HERO 8.75 56.83 7/15/2021
Hercules
Offshore Inc HERO 6.75 27.25 4/1/2022
Hercules
Offshore Inc HERO 7.50 31.25 10/1/2021
Hercules
Offshore Inc HERO 10.25 32.50 4/1/2019
Hercules
Offshore Inc HERO 8.75 21.63 7/15/2021
Hercules
Offshore Inc HERO 7.50 19.75 10/1/2021
Hercules
Offshore Inc HERO 10.25 21.63 4/1/2019
Hercules
Offshore Inc HERO 6.75 19.75 4/1/2022
James River Coal Co JRCC 3.13 0.07 3/15/2018
Las Vegas
Monorail Co LASVMC 5.50 1.03 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.00 8.88 4/30/2009
Lehman Brothers
Holdings Inc LEH 5.00 8.88 2/7/2009
Lehman Brothers Inc LEH 7.50 1.07 8/1/2026
Leucadia National
Corp LUK 8.13 99.77 9/15/2015
Linn Energy LLC /
Linn Energy
Finance Corp LINE 8.63 36.66 4/15/2020
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.50 36.85 5/15/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.25 35.50 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.25 35.88 11/1/2019
Linn Energy LLC /
Linn Energy
Finance Corp LINE 6.25 35.88 11/1/2019
MF Global
Holdings Ltd MF 6.25 15.25 8/8/2016
MF Global
Holdings Ltd MF 9.00 15.25 6/20/2038
MF Global
Holdings Ltd MF 3.38 15.25 8/1/2018
MModal Inc MODL 10.75 10.13 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.00 20.00 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.00 20.00 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.00 20.00 5/15/2018
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 30.00 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.25 28.50 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 29.13 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 29.13 10/1/2020
Molycorp Inc MCP 10.00 15.88 6/1/2020
Molycorp Inc MCP 6.00 0.51 9/1/2017
Molycorp Inc MCP 5.50 0.50 2/1/2018
Navient Corp NAVI 1.91 99.90 9/15/2015
Navient Corp NAVI 1.96 99.38 9/15/2015
New Gulf
Resources LLC/
NGR Finance Corp NGREFN 12.25 31.25 5/15/2019
New Gulf
Resources LLC/
NGR Finance Corp NGREFN 12.25 31.00 5/15/2019
New Gulf
Resources LLC/
NGR Finance Corp NGREFN 12.25 55.25 5/15/2019
Nine West
Holdings Inc JNY 8.25 44.73 3/15/2019
Nine West
Holdings Inc JNY 6.88 23.26 3/15/2019
Nine West
Holdings Inc JNY 8.25 42.50 3/15/2019
Noranda Aluminum
Acquisition Corp NOR 11.00 33.07 6/1/2019
OMX Timber Finance
Investments II LLC OMX 5.54 17.25 1/29/2020
Owens-Brockway Glass
Container Inc OI 7.38 104.31 5/15/2016
Peabody Energy Corp BTU 6.00 36.10 11/15/2018
Peabody Energy Corp BTU 6.50 28.25 9/15/2020
Peabody Energy Corp BTU 6.00 35.88 11/15/2018
Peabody Energy Corp BTU 6.00 35.88 11/15/2018
Penn Virginia Corp PVA 8.50 33.01 5/1/2020
Penn Virginia Corp PVA 7.25 29.00 4/15/2019
Permian Holdings Inc PRMIAN 10.50 56.50 1/15/2018
Permian Holdings Inc PRMIAN 10.50 59.00 1/15/2018
Powerwave
Technologies Inc PWAV 2.75 0.13 7/15/2041
Powerwave
Technologies Inc PWAV 1.88 0.13 11/15/2024
Powerwave
Technologies Inc PWAV 1.88 0.13 11/15/2024
Quicksilver
Resources Inc KWKA 9.13 8.00 8/15/2019
Quicksilver
Resources Inc KWKA 11.00 4.00 7/1/2021
Quiksilver Inc /
QS Wholesale Inc ZQK 10.00 8.25 8/1/2020
RadioShack Corp RSH 6.75 0.75 5/15/2019
RadioShack Corp RSH 6.75 0.98 5/15/2019
RadioShack Corp RSH 6.75 0.98 5/15/2019
Sabine Oil &
Gas Corp SOGC 7.25 15.25 6/15/2019
Sabine Oil &
Gas Corp SOGC 7.50 15.50 9/15/2020
Sabine Oil &
Gas Corp SOGC 9.75 12.00 2/15/2017
Sabine Oil &
Gas Corp SOGC 7.50 15.88 9/15/2020
Sabine Oil &
Gas Corp SOGC 7.50 15.88 9/15/2020
SandRidge Energy Inc SD 7.50 29.00 3/15/2021
SandRidge Energy Inc SD 8.75 28.00 1/15/2020
SandRidge Energy Inc SD 7.50 28.13 3/15/2021
SandRidge Energy Inc SD 7.50 28.13 3/15/2021
Savient
Pharmaceuticals
Inc SVNT 4.75 0.23 2/1/2018
Sequa Corp SQA 7.00 52.88 12/15/2017
Sequa Corp SQA 7.00 52.50 12/15/2017
SquareTwo
Financial Corp SQRTW 11.63 51.40 4/1/2017
Swift Energy Co SFY 7.88 28.00 3/1/2022
Swift Energy Co SFY 7.13 31.02 6/1/2017
Swift Energy Co SFY 8.88 30.25 1/15/2020
TMST Inc THMR 8.00 15.67 5/15/2013
Terrestar
Networks Inc TSTR 6.50 10.00 6/15/2014
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.00 15.50 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.50 15.25 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.00 15.00 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.50 14.25 11/1/2016
Venoco Inc VQ 8.88 24.20 2/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.75 24.50 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.75 28.63 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.75 18.58 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.38 45.00 8/1/2016
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 13.00 11.38 8/1/2020
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 8.75 14.00 2/1/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 13.00 11.38 8/1/2020
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.75 29.38 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.75 79.00 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.75 18.00 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.75 29.38 1/15/2019
Walter Energy Inc WLTG 9.50 40.00 10/15/2019
Walter Energy Inc WLTG 8.50 1.50 4/15/2021
Walter Energy Inc WLTG 9.50 49.50 10/15/2019
Walter Energy Inc WLTG 9.50 40.00 10/15/2019
Walter Energy Inc WLTG 9.50 40.00 10/15/2019
Walter Energy Inc WLTG 9.88 0.78 12/15/2020
Walter Energy Inc WLTG 9.88 2.50 12/15/2020
Warren Resources Inc WRES 9.00 30.25 8/1/2022
Warren Resources Inc WRES 9.00 29.50 8/1/2022
Warren Resources Inc WRES 9.00 29.50 8/1/2022
*********
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 ***