/raid1/www/Hosts/bankrupt/TCR_Public/151008.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, October 8, 2015, Vol. 19, No. 281
Headlines
AC I INV: Wants Plan Filing Deadline Extended to Dec. 4
AEOLUS PHARMACEUTICALS: Obtains $1 Million in Funding
AFFORDABLE CARE: Moody's Assigns B3 CFR & Rates LBO Financing B2
ALL FREIGHT SYSTEMS: Case Summary & 20 Top Unsecured Creditors
ALLONHILL LLC: Seeks Nov. 25 Extension of Solicitation Period
ALPHA NATURAL: Second Lien Noteholders File Rule 2019 Statement
ALPHA NATURAL: Taps Underwood Law Offices as Foreign Counsel
AMERICAN APPAREL: Court Orders Joint Administration of Cases
AMERICAN APPAREL: Garden City Approved as Claims & Notice Agent
AMERICAN APPAREL: Gets Interim Nod on Equity Transfer Procedures
AMERICAN APPAREL: Gets Interim Okay to Pay Critical Vendor Claims
AMERICAN APPAREL: Law Firms Among Top Unsecured Creditors
AMERICAN APPAREL: Plan Filing Without Disclosure Statement Okayed
AMERICAN APPAREL: Wins Interim OK for $90 Million DIP Financing
AMERICAN EAGLE ENERGY: Modifies Bonus Plans to Address Objections
AMSCO STEEL: Committee Wants to Retain Fox Rothschild as Counsel
ASSUREDPARTNERS INC: Moody's Assigns B3 CFR, Outlook Stable
AUBURN TRACE: City of Delray Wants Chapter 11 Trustee Appointed
BELLE FOODS: Creditor's Bid to Employ Counsel Withdrawn
BOOMERANG SYSTEMS: Berg & Androphy Okayed as Litigation Counsel
BOOMERANG SYSTEMS: Court Okays Blank Rome as Securities Counsel
BOOMERANG SYSTEMS: Court Okays Ciardi Ciardi as Delaware Counsel
CACHE INC: Seeks Structured Dismissal of Chapter 11 Cases
CACHE INC: Seeks to Maintain Control of Ch. 11 Cases
CENTRAL STATES PENSION: Warns 400,000 Members of Cuts
CITY SPORTS: Court Modifies Order Appointing Privacy Ombudsman
CITY SPORTS: Engages Tiger Capital to Conduct Store Closing Sales
CITY SPORTS: Wins Interim Approval to Use Cash Collateral
COWLITZ TRIBAL: S&P Assigns 'B' Issuer Credit Rating
COYNE INT'L: Court Approves BDO USA as Panel's Financial Advisor
DEWEY & LEBOEUF: Jury Comes to Partial Verdict in Criminal Case
DEX MEDIA: Creditors Said to Demand Meeting
DUKE FINANCE: Moody's Assigns B2 CFR & Rates 1st Lien Debt Ba3
DUKE FINANCE: S&P Assigns 'B' Corporate Credit Rating
EL PASO CHILDREN'S: Judge Strikes Stalking Horse Bid Motion
FIRST QUANTUM: Bonds Rise After News of $1-Bil. Debt-Cut
FLOWORKS INT'L: S&P Hikes Corporate Credit Rating to 'CCC+'
FOURWINDS LOGISTICS: San Antonio, Texas Energy Firms in Bankr.
FPMC SAN ANTONIO: Case Summary & 20 Largest Unsecured Creditors
GELTECH SOLUTIONS: Has 8.9 Million Shares Resale Prospectus
GUIDED THERAPEUTICS: David Musket Has 11.1% Stake as of Sept. 22
HIS LIGHTHOUSE: Voluntary Chapter 11 Case Summary
HUNTER FAN: S&P Affirms 'B' Corporate Credit Rating
JC PENNEY: May Refinance After Meeting Profit Goals
LIQUIDMETAL TECHNOLOGIES: Amends D&O Indemnification Agreements
LIQUIDMETAL TECHNOLOGIES: Board Amends Bylaws
MIDSTATES PETROLEUM: Eagle Holdings Has 31.6% Stake as of Oct. 1
MIDWAY GOLD: Cooley LLP Approved as Counsel for Creditors' Panel
MIDWAY GOLD: Has Authority to Implement Non-Insider Employees KERP
MORGANS HOTEL: Unit Settles Mortgage Lenders Suit for $10-Mil.
NATIONWIDE PHARMASSIST: Case Summary & 20 Top Unsecured Creditors
NEPHROS INC: Lambda Investors Has 63% Stake as of Sept. 29
NEW YORK CITY OPERA: Creditors Back Revival Plan
NRG YIELD: Moody's Cuts CFR to Ba2 & Sr. Unsecured Rating to Ba2
OAS FINANCE: Liquidators Defend Chapter 15 Filing
ORLANDO GATEWAY: Good Sues to Subordinate Nilhan Financial's Claim
PALM BEACH PORT: Moody's Hikes Senior Rating From Ba1
PATRIOT COAL: Has $50-Mil. Cleanup Deal with West Virginia DEP
POSITRON CORP: Yuri Perevalov Quits as Director
REALOGY GROUP: Moody's Raises CFR to Ba3 & Rates Term Loan Ba2
REALOGY GROUP: S&P Affirms 'BB-' Corporate Credit Rating
RENTPATH LLC: Moody's Lowers CFR to B3, Outlook Changed to Neg.
SABINE OIL: Gets Additional Time to Remove Suits
SABINE OIL: Gets Final Approval to Use Lenders' Cash Collateral
SABINE OIL: Holland & Hart Files Rule 2019 Statement
SANTA CRUZ BERRY: Panel Defends Retention of Corporate Recovery
SEARS METHODIST: Court Approves Sale of Abilene Property to TMF
SHASTA ENTERPRISES: Court OKs Cash Collateral Use Through Dec. 31
SHORELINE ENERGY: Enters Into Plan Deal With Highbridge
SOUTHGOBI RESOURCES: TSX Delisting Review Extended Until Oct. 28
STATE AUTO FINANCIAL: S&P Affirms 'BB+' LT CCR
SUPERIOR PLUS: S&P Affirms 'BB' Long-term Corporate Credit Rating
TAYLOR-WHARTON: Case Summary & 30 Largest Unsecured Creditors
TAYLOR-WHARTON: Files for Chapter 11 Bankruptcy Anew
TAYLOR-WHARTON: Hires Logan & Company as Claims & Noticing Agent
TAYLOR-WHARTON: Seeks Joint Administration of Cases
TECHPRECISION CORP: Walter Schenker Reports 5.2% Stake at Sept. 29
TOUSA INC: Resolves Objections to Zurich American Claims
TRANS-LUX CORP: Gabelli Funds Reports 23.9% Stake as of Oct. 5
UNIVERSAL HOLDINGS: Ceases Operations; Assets to Be Sold
VARIANT HOLDING: $20.5MM DIP Loan From Beach Point et al. Okayed
VIGGLE INC: To Present at Aegis Capital 2015 Growth Conference
WALTER ENERGY: No Hearing Set Yet on Plan and Disclosures
WALTER ENERGY: Restructuring Pact Approved, Then Terminated
WALTER ENERGY: Sept. 14 Cash Order Terminated; New Order Entered
WHISKEY ONE: Court Denies FAIRMD's Bids to Dismiss Ch. 11 Case
WHISKEY ONE: FAIRMD Wants 50-Acre Real Property Declared as SARE
WPCS INTERNATIONAL: Signs Change in Control Agreements
WPCS INTERNATIONAL: Stockholders Elect Four Directors
ZOGENIX INC: Great Point Reports 5.9% Stake as of Sept. 25
[*] Bankruptcy Law Did More Harm Than Good, Panelists Say
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
AC I INV: Wants Plan Filing Deadline Extended to Dec. 4
-------------------------------------------------------
AC I INV Manahawkin LLC and AC I Manahawkin Mezz LLC are asking the
U.S. Bankruptcy Court for the Southern District of New York to
further extend the time within which they have the exclusive right
to file a plan of reorganization or liquidation and to solicit
acceptances with respect thereto, through and including Dec. 4,
2015, and Feb. 4, 2016, respectively.
This is Inv. and Mezz's sixth request for an extension.
Inv and Mezz submit they should be granted the requested extensions
of the Exclusive Periods so that they will have sufficient time to
determine an appropriate exit scenario
in each of their cases and, if it is determined that they will
proceed by way of proposed plans of liquidation, be able to confirm
a plan of liquidation based upon the facts and circumstances as set
forth herein.
A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene,
explains that LLC is prosecuting one claim objection, which was
scheduled for a hearing on Oct. 6, 2015. All other claims asserted
against LLC except for the administrative claim filed by Radio
Shack and unliquidated claims for taxes due for returns that have
not yet been filed, have been satisfied or otherwise withdrawn.
Upon a ruling on the pending LLC claim objection, LLC will be in a
position to prepare and file its bankruptcy closing report and
application for a final decree, and to determine, the amount
available for distribution to Mezz, subject to appropriate reserves
being established.
The Debtors' proposed order approving the exclusivity extension
motion will be submitted to the Court for approval on October 22,
2015 at 12:00 p.m.
The Debtors are represented by:
A. Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Telephone: (212)603-6300
Facsimile: (212)956-2164
E-mail: amg@robinsonbrog.com
About AC I Inv Manahawkin
AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I
Manahawkin LLC filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on
June 4, 2014. The petitions were signed by David Goldwasser, of
GC Realty Advisors LLC, managing member. The Debtors estimated
assets of $50 million to $100 million and debts of $0 to $50
million. Robinson Brog Leinwand Greene Genovese & Gluck, P.C.,
serves as the Debtors' counsel. Judge Robert D. Drain presides
over the cases.
Affiliates of AC I Inv., et al., have pending bankruptcy cases
before Judge Drain. NY Affordable Housing Albany Assocs. LLC
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007)
on July 26, 2013. First Bronx LLC sought bankruptcy protection
(Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014. Ollie Allen
Holding Company LLC sought bankruptcy (Case NO. 14-22204) on
Feb. 18, 2014.
U.S. Trustee was unable to form an official unsecured creditors'
committee.
AEOLUS PHARMACEUTICALS: Obtains $1 Million in Funding
-----------------------------------------------------
Aeolus Pharmaceuticals, Inc., received funding in the form of
convertible promissory notes from Biotechnology Value Fund, L.P.
and other affiliates of BVF Partners, L.P., on Sept. 29, 2015,
according to a regulatory filing with the Securities and Exchange
Commission.
The Notes have an aggregate principal balance of $1,000,000, accrue
interest at a rate of 6% per annum and have a scheduled maturity
date of Sept. 28, 2016. The outstanding principal and accrued
interest on the Notes will automatically convert into Company
equity securities issued in a Qualified Financing at a conversion
rate carrying a 15% discount to the lowest price per share (or
share equivalent) issued in a Qualified Financing. If, prior to
the Maturity Date, the Company enters into an agreement pertaining
to a Corporate Transaction and the Note has not been previously
converted pursuant to an Automatic Conversion, then, the
outstanding principal balance and unpaid accrued interest of the
Note will automatically convert in whole into the right of the
holder to receive, in lieu of any other payment and in cancellation
of the Note, an amount in cash upon closing of the Corporate
Transaction equal to two times the outstanding principal amount of
the Note.
"Qualified Financing" means a bona fide new money equity securities
financing on or before the Maturity Date with total proceeds to the
Company of not less than four million dollars; and "Corporate
Transaction" means a sale, lease or other disposition of all or
substantially all of the Company's assets or a consolidation or
merger of the Company with or into any other corporation or other
entity or person, or any other corporate reorganization, in which
the stockholders of the Company immediately prior to such
consolidation, merger or reorganization own less than 50% of the
voting power of the surviving entity immediately after such
consolidation, merger or reorganization.
About Aeolus Pharmaceuticals
Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense. The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.
The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS"). Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event. It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.
Aeolus Pharmaceuticals reported a net loss of $80,000 for the
fiscal year ended Sept. 30, 2014, compared with a net loss of $3.21
million for the fiscal year ended Sept. 30, 2013.
As of June 30, 2015, the Company had $1.2 million in total assets,
$1.5 million in total liabilities and a stockholders' deficit of
$289,000.
Grant Thornton LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2014. The independent auditors noted
that the Company has incurred recurring losses and negative cash
flows from operations, and management believes the Company does not
currently possess sufficient working capital to fund its operations
through fiscal 2014. These conditions, among other things, raise
substantial doubt about the Company's ability to continue as a
going concern.
AFFORDABLE CARE: Moody's Assigns B3 CFR & Rates LBO Financing B2
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Affordable Care Holding
Corp. ("ACH"). Moody's also assigned a B2 rating to the company's
proposed first lien senior secured credit facilities, including a
$40 million revolving credit facility and $325 million term loan.
The rating outlook is stable. This is the first time Moody's has
publicly rated ACH.
The proceeds from the first lien term loan, a $135 million
privately-placed senior secured second lien note offering (not
rated by Moody's), and contribution of common equity, will fund the
acquisition of the company by Berkshire Partners LLC, and pay
transaction fees and expenses. As part of the transaction,
Berkshire Partners and existing investors, including American
Capital and management, will contribute approximately $390 million
of common equity.
All ratings are subject to review of final documentation.
Moody's assigned the following ratings:
Affordable Care Holding Corp.:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
Senior secured credit facilities at B2 (LGD 3)
The rating outlook is stable.
RATINGS RATIONALE
Affordable Care's B3 Corporate Family Rating reflects the company's
small absolute size based on revenue and earnings, very high
financial leverage, and modest free cash flow and interest
coverage. The rating also reflects the company's minimal service
line diversity focused primarily on the provision of dentures, and
the economic sensitivity of the business due to the self-pay nature
of the company's payor mix. In addition, Moody's expects the
company to pursue a growth strategy of opening new centers that
will constrain free cash flow over the intermediate term. The
ratings are also constrained by the high degree of regulatory
oversight within the DSO industry. The company's credit profile
benefits from its market position among the largest providers of
denture services in the U.S. market (albeit in a highly fragmented
industry). The ratings are also supported by the company's good
revenue diversity across both affiliates and states, its positive
same-store sales growth, and limited reimbursement risk due to a
largely upfront cash-pay nature of its patients.
On a pro forma basis for the LBO transaction, the company's debt to
EBITDA was approaching 8 times on a Moody's adjusted basis for the
twelve months ended June 30, 2015.
The stable rating outlook incorporates Moody's assumption that the
company's growth will be financed predominantly through
internally-generated cash. The stable outlook also reflects Moody's
expectation of low-to-mid single digit same-store revenue and
earnings growth and that the company will reduce financial leverage
to below 7 times on a Moody's adjusted basis over the next 12-to-18
months.
The ratings could be downgraded if there is any deterioration in
the company's operating performance, or if ACH engages in
debt-financed M&A activity or shareholder distributions. In
particular, the ratings could be downgraded if Moody's comes to
believe the company is unlikely to reduce debt to EBITDA below 7
times over the next 12-to-18 months, or if liquidity deteriorates.
Over time, the rating could be upgraded if the company can
significantly grow its size and diversify sources of revenue across
services. An upgrade would also require the company exhibiting
solid same-store sales and earnings growth, and sustain adjusted
debt to EBITDA below 6 times.
The principal methodology used in these ratings was Business and
Consumer Service Industry published December 2014.
Headquartered in Raleigh, North Carolina, Affordable Care Holding
Corp. ("ACH"), is a U.S. dental service organization ("DSO") which
provides management and dental laboratory services to affiliate
dental centers, primarily focused on dentures and implants. ACH is
affiliated with approximately 221 dental offices across 39 U.S.
states. Net revenues are approximately $135 million. In September
2015, private equity firm Berkshire Partners LLC reached an
agreement to acquire Affordable Care from financial sponsor
American Capital Ltd.
ALL FREIGHT SYSTEMS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: All Freight Systems, Inc.
1134 South 12th Street
Kansas City, KS 66105
Case No.: 15-22132
Chapter 11 Petition Date: October 6, 2015
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Judge: Hon. Dale L. Somers
Debtor's Counsel: Jeffrey A. Deines, Esq.
LENTZ CLARK DEINES PA
9260 Glenwood
Overland Park, KS 66212
Tel: (913) 648-0600
Fax: (913) 648-0664
Email: jdeines@lcdlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert E. Smith, authorized
representative.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb15-22132.pdf
ALLONHILL LLC: Seeks Nov. 25 Extension of Solicitation Period
-------------------------------------------------------------
Allonhill, LLC, asks the U.S. Bankruptcy Court for the District of
Delaware to extend the period within which it may solicit
acceptances of its chapter 11 plan to Nov. 25, 2015.
The Debtor submits that an extension of the Exclusive Solicitation
Period is warranted as it will allow the Debtor to further its
efforts to wind down its estate in an orderly, efficient, and
cost-effective way, analyze potential recoveries on claims, resolve
the Appeal filed by Aurora Bank, FSB, pursue claims by and against
Stewart Lender Services, Inc. and, most importantly, to afford the
Debtor a full and fair opportunity to amend and to potentially
negotiate, propose and seek acceptances of a chapter 11 plan.
The hearing on the Debtor's motion is scheduled on Oct. 23, 2015 at
2:00 p.m.
Allonhill is represented by:
Neil B. Glassman, Esq.
Justin R. Alberto, Esq.
Evan T. Miller, Esq.
BAYARD, P.A.
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
Telephone: (302)655-5000
Facsimile: (302)658-6395
E-mail: nglassman@bayardlaw.com
jalberto@bayardlaw.com
emiller@bayardlaw.com
- and -
Peter A. Ivanick, Esq.
Lynn W. Holbert, Esq.
HOGAN LOVELLS US LLP
875 Third Avenue
New York, NY 10022
Telephone: (212)918-3000
Facsimile: (212)918-3100
E-mail: peter.ivanick@hoganlovells.com
lynn.holbert@hoganlovells.com
About Allonhill
Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014. The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).
The Debtor's general counsel is Hogan Lovells US LLP. The Debtor's
local counsel is Neil B. Glassman, Esq., Justin R. Alberto, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A., in Wilmington, Delaware.
Upshot Services LLC serves as the Debtor's claims and noticing
agent.
The Debtor disclosed $19,205,062 in assets and $32,918,294 in
liabilities as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors.
Allonhill filed a Chapter 11 Plan of Reorganization and
accompanying disclosure statement following the sale of
substantially all of its assets to Stewart Lender Services, Inc.
ALPHA NATURAL: Second Lien Noteholders File Rule 2019 Statement
---------------------------------------------------------------
A group of second lien noteholders disclosed in a court filing that
it hired Kirkland & Ellis LLP and Kirkland & Ellis International
LLP in connection with the Chapter 11 cases of Alpha Natural
Resources Inc. and its affiliates.
The group is composed of beneficial holders, or investment advisors
and managers of the account of holders of the 7.5% senior secured
second lien notes due 2020 issued by Alpha.
The noteholders hired the law firms in June 2015 in connection with
the potential restructuring transactions concerning the companies.
The firms subsequently retained Kutak Rock LLP as local counsel
when informed by Alpha that they would commence Chapter 11 cases in
the U.S. Bankruptcy Court for the Eastern District of Virginia,
according to the filing.
The noteholders further disclosed that the firms do not have claims
against the companies except for claims for services rendered to
the group.
The group made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
The group can be reached at:
Michael A. Condyles
Peter J. Barrett
Jeremy S. Williams
Kutak Rock LLP
Bank of America Center
1111 East Main Street, Suite 800
Richmond, Virginia 23219-3500
Telephone: (804) 644-1700
Facsimile: (804) 783-6192
-- and --
Paul M. Basta, P.C.
Stephen E. Hessler
Brian E. Schartz)
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
-- and --
James H.M. Sprayregen, P.C.
Gregory F. Pesce (admitted pro hac vice)
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ALPHA NATURAL: Taps Underwood Law Offices as Foreign Counsel
------------------------------------------------------------
Alpha Natural Resources, Inc., et al., ask permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ J.
Patrick L. Stephens, Esq., and Mark F. Underwood, Esq., at
Underwood Law Offices, as foreign attorney. The employment
application did not specify the scope of work and the hourly rates
to be paid to the professionals.
Alpha Natural -- http://www.alphanr.com-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Sands Anderson PC, and Milbank, Tweed, Hadley
& Mccloy LLP, represents the Committee; Jefferies LLC, serves as
its investment banker; and Protiviti Inc., serves as its financial
advisor.
AMERICAN APPAREL: Court Orders Joint Administration of Cases
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order directing the joint administration of the Chapter 11 cases of
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc.
The Clerk of the Court is directed to maintain one file and one
docket for all of the Cases, which file and docket shall be the
file and docket for American Apparel, Inc., Case No. 15-12055.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-12055) on
Oct. 5, 2015. The petitions were signed by Hassan Natha, the chief
financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-Debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
AMERICAN APPAREL: Garden City Approved as Claims & Notice Agent
---------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized American Apparel, Inc., et al., to
employ Garden City Group, LLC as claims and noticing agent, nunc
pro tunc to the Petition Date.
GCG will serve as the custodian of Court records, will be
designated as the authorized repository for all proofs of claim
filed in the Debtors' Chapter 11 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.
The Debtors are authorized to pay GCG in accordance with the terms
of the Engagement Agreement. Pursuant to Section 503(b)(1)(A) of
the Bankruptcy Code, the fees and expenses of GCG will be an
administrative expense of the Debtors' estate.
The Court also authorized the Debtors to indemnify GCG under the
terms of the Engagement Agreement.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-12055) on
Oct. 5, 2015. The petitions were signed by Hassan Natha, the chief
financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
AMERICAN APPAREL: Gets Interim Nod on Equity Transfer Procedures
----------------------------------------------------------------
The Bankruptcy Court approved, on an interim basis, certain
procedures for transfers of equity securities in American Apparel,
Inc., et al.
The procedures provide, among other things, that at least 28 days
prior to any transfer of Equity Securities that would result in an
increase in the amount of Equity Securities beneficially owned by a
Substantial Equityholder or would result in a person or entity
becoming a Substantial Equityholder, such Substantial Equityholder
or potential Substantial Equityholder shall file an advance written
notice of the intended transfer of Equity Securities.
At least 28 days prior to any transfer of Equity Securities that
would result in a decrease in the amount of Equity Securities
beneficially owned by a Substantial Equityholder or would result in
a person or entity ceasing to be a Substantial Equityholder, such
Substantial Equityholder shall file an advance written notice of
the intended transfer of Equity Securities.
The Debtors and other parties will have 21 days after receipt of a
Stock Acquisition Notice or a Stock Disposition Notice to file with
the Court an objection to the proposed Transfer.
Any purchase, sale, trade, or other transfer of Equity Securities
in violation of the Equity Transfer Procedures will be null and
void.
The Final Hearing will be held on Nov. 2, 2015, at 10:00 a.m.
Objection deadline is Oct. 26.
If no objection to the Motion are timely filed, served and
received, the interim order will be deemed a final order upon
expiration of the Objection Deadline without further notice or
hearing, and the Motion will be granted on a final and permanent
basis.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-12055) on
Oct. 5, 2015. The petitions were signed by Hassan Natha, the chief
financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
AMERICAN APPAREL: Gets Interim Okay to Pay Critical Vendor Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
American Apparel, Inc., et al., to pay up to $4 million prepetition
claims of certain critical vendors on an interim basis. The
Debtors are seeking to pay a total of $5 million Critical Vendor
Claims upon entry of a final order.
The Court determined that the relief requested in the Motion is (i)
in the best interests of the Debtors, their estates and their
creditors and (ii) necessary to prevent immediate and irreparable
harm to the Debtors and their estates.
The Debtors may require that a Critical Vendor execute an
agreement whereby the Critical Vendor agrees to:
(i) the continuance of the parties' existing business
relationship;
(ii) other business terms on a postpetition basis consistent
with past practices, including the pricing of goods and
services and the provision of equivalent levels of service,
on terms at least as favorable as those extended in the
normal course prior to the Petition Date, or on such other
terms that are acceptable to the Debtors; and
(iii) the release to the Debtors of goods or other assets owned
by the Debtors in the Critical Vendor's possession, if
any.
A final hearing to resolve any objections to the relief sought in
the Motion will be conducted on Nov. 2, 2015, at 10:00 a.m.,
prevailing Eastern Time. Objection deadline is Oct. 26.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-12055) on
Oct. 5, 2015. The petition was signed by Hassan Natha
as chief financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-Debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
AMERICAN APPAREL: Law Firms Among Top Unsecured Creditors
---------------------------------------------------------
Melissa Karsh and Craig Robinson, writing for Bloomberg News,
reported that law firms Skadden, Arps, Slate, Meagher & Flom LLP
and White & Case LLP are among American Apparel Inc.'s top 10
unsecured creditors.
According to the retailer's list of largest unsecured creditors, it
owes $3,833,878 for legal services to Skadden Arps and $1,425,538
for legal services to White & Case.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing,
Inc.,KCL
Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015. The petitions were signed by Hassan
Natha, as chief financial officer.
The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business
focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately
230
retail stores in the United States and 17 other countries
worldwide.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
AMERICAN APPAREL: Plan Filing Without Disclosure Statement Okayed
-----------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized American Apparel, Inc., et al., to
file Joint Plan of Reorganization without concurrently filing the
Disclosure Statement prescribed by Fed. R. Bankr. P. 3016(b).
The Debtors are directed to file the Disclosure Statement 10 days
after the Petition Date, unless a later date is otherwise agreed by
the Debtors and the Supporting Parties.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-12055) on
Oct. 5, 2015. The petitions were signed by Hassan Natha, the chief
financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
AMERICAN APPAREL: Wins Interim OK for $90 Million DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
American Apparel temporary approval to borrow up to $10 million of
the $90 million senior secured postpetition financing from
Wilmington Trust, National Association, as administrative agent
and collateral agent. The Court also authorized the Debtors to
use cash collateral of the the prepetition secured lenders.
"The Debtors have an immediate and critical need to obtain
postpetition financing under the DIP Credit Facility and to use
Cash Collateral to, among other things, finance the ordinary costs
of their operations, maintain business relationships with vendors,
suppliers and customers, make payroll, make capital expenditures,
satisfy other working capital and operational needs and fund the
administration and prosecution of these Cases," the Judge said.
A copy of the Interim DIP Order is available for free at:
http://bankrupt.com/misc/80_AMERICAN_InterimOrdDIP.pdf
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015. The petition was signed by Hassan
Natha
as chief financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-Debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
AMERICAN EAGLE ENERGY: Modifies Bonus Plans to Address Objections
-----------------------------------------------------------------
American Eagle Energy Corporation, et al., filed with the U.S.
Bankruptcy Court for the District of Colorado a supplemental motion
seeking approval of bonuses to be paid to critical employees.
The Debtors modified the incentive bonus plan to address the
objections raised by the U.S. Trustee, Power Crude Transport, Inc.,
and Power Energy Partners, LP. In their objections, the U.S.
Trustee and PCT primarily contented that two critical employees --
Marty Beskow, American Eagle's chief financial officer and vice
president of Capital Markets, and, to a lesser extent, Laura
Peterson, American Eagle's general counsel -- are "insiders" under
the Bankruptcy Code and, thus, any payment to those employees is
subject to Section 503(c)(1) of the Bankruptcy Code.
The Debtors said that the supplemental motion will clarify many of
the issues raised by the objections. The Debtors modified the
incentive bonus plan to create two separate incentive bonus plans.
The first incentive bonus plan will cover Mr. Beskow and Ms.
Peterson. Any compensation paid pursuant to the executive
incentive bonus plan will be contingent not only upon consummation
of a sale or confirmation of a plan of reorganization or
liquidation, but will also be contingent on and limited by a
percentage of actual savings related to budgeted expenses of the
Debtors. The second incentive bonus plan will cover the remaining
employees of American Eagle originally identified in the initial
motion. The employee incentive bonus plan will remain contingent
on consummation of a sale of the Debtors' assets or confirmation of
a plan of reorganization or liquidation.
About American Eagle
Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties. The Company is primarily focused on extracting
proved oil reserves from those properties.
American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073). The case is assigned to Judge Howard
R.
Tallman. The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.
On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.
American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the
Chapter
11 filing.
The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor. The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel.
AMSCO STEEL: Committee Wants to Retain Fox Rothschild as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Amsco Steel Company, L.L.C., et al., asks the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to retain Fox Rothschild LLP as counsel nunc pro tunc to Aug. 21,
2015.
Fox Rothschild will, among other things:
(a) assist, advise and represent the Committee with respect to
the administration of this case and the exercise of oversight with
respect to the Debtors' affairs, including all issues arising from
or impacting the Debtors, the Committee, or these chapter 11
cases;
(b) provide all necessary legal advice with respect to the
Committee's powers and duties; and
(c) assist the Committee in maximizing the value of the Debtors'
assets for the benefit of all creditors.
The principal attorneys and paralegals designated to represent the
Committee and their current standard hourly rates are:
Michael G. Menkowitz $485
Paul J. Labov $485
David Grant Crooks $405
Jason C. Manfrey $340
Joseph DiStanislao (paralegal) $335
Fox Rothschild will also charge its clients for all other expenses
incurred in connection with the client's cases.
To the best of the Committee's knowledge, Fox Rothschild is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
David Grant Crooks, Esq.
Michael G. Menkowitz, Esq.
Paul J. Labov, Esq.
FOX ROTHSCHILD LLP
Two Lincoln Centre
5420 LBJ Freeway, Suite 1200
Dallas, TX 75240
E-mails: dcrooks@foxrothschild.com
mmenkowitz@foxrothschild.com
plabov@foxrothschild.com
About AMSCO Steel Company, LLC
AMSCO Steel Company, LLC, and Pyndus Steel & Aluminum Co., Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on Aug.
10, 2015 (Bankr. N.D. Tex., Case No. 15-43240). The Debtors are
suppliers and processors of steel products for a wide variety of
customers throughout the United States and Mexico. The case is
assigned to Judge Russell F. Nelms.
The Debtors' counsel are J. Robert Forshey, Esq., and Matthew G.
Maben, Esq., at Forshey & Prostok, LLP, in Forth Worth, Texas.
ASSUREDPARTNERS INC: Moody's Assigns B3 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and B3-PD probability of default rating to AssuredPartners, Inc.
The rating agency also assigned ratings of B1 to the first-lien and
Caa2 to the second-lien credit facilities being issued by
AssuredPartners to help fund a leveraged buyout of the company
sponsored by private equity firm Apax Partners, LP. The rating
outlook for AssuredPartners is stable.
RATINGS RATIONALE
AssuredPartners' ratings reflect its growing market presence in
middle market insurance brokerage; good diversification across
clients, producers, insurance carriers and product lines; healthy
EBITDA margins; and a track record of reducing financial leverage,
said Moody's. Since its formation in 2011, AssuredPartners has
completed more than 100 small and mid-sized acquisitions, and now
has a network of 125 offices in 30 states (mainly in the eastern
US), the District of Columbia and London. The company allows its
acquired brokers to operate fairly autonomously, maintaining their
local and regional brands, while centralizing the group's
accounting and control functions, as well as certain carrier
relationships.
AssuredPartners' strengths are tempered by the proposed substantial
increase in borrowings and related interest costs to help fund the
Apax buyout, and by the execution and contingent risks associated
with its high volume of acquisitions. The company's existing and
acquired operations face potential liabilities from errors and
omissions in the delivery of professional services.
"AssuredPartners has grown its revenues and EBITDA both organically
and through acquisitions, helping to reduce its financial leverage
in recent years," said Bruce Ballentine, Moody's lead analyst for
the company. "We expect the company will continue this pattern of
de-leveraging following the Apax buyout."
Moody's estimates that AssuredPartners' debt-to-EBITDA ratio will
be in the range of 7.5x-8x following the buyout, including deferred
earnout obligations as debt, along with other standard accounting
adjustments. Part of the company's acquisition strategy is to allow
for significant growth in deferred earnouts based on the
performance of acquired entities. This promotes growth among the
acquired brokers, but it also adds to AssuredPartners' financial
leverage and pending cash outflows. The proposed financial leverage
is aggressive for AssuredPartners' rating category, but Moody's
expects the company to reduce its leverage below 7.5x over the next
12-18 months.
Funding sources for the buyout will include borrowings under the
credit facilities, equity contributed by Apax, and equity rolled
over by company managers/employees. Funds will be used to purchase
equity from current owners, repay existing debt, and pay related
fees, expenses and obligations.
Factors that could lead to an upgrade of AssuredPartners' ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest consistently exceeding 2x, and (iii)
free-cash-flow-to-debt ratio consistently exceeding 5%.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x on a sustained basis, (ii) (EBITDA
- capex) coverage of interest below 1.2x, or (iii)
free-cash-flow-to-debt ratio below 2%.
Moody's has assigned the following ratings (and loss given default
(LGD) assessments):
Corporate family rating B3;
Probability of default rating B3-PD;
$127.5 million five-year first-lien revolving credit facility B1
(LGD3) (undrawn at closing);
$762 million seven-year first-lien term loan B1 (LGD3);
$337 million eight-year second-lien term loan Caa2 (LGD5).
Upon closing of the transaction, Moody's expects to withdraw the
existing ratings of AssuredPartners Capital, Inc., which include a
B3 corporate family rating, B3-PD probability of default rating, B2
first-lien revolving credit and term loan ratings and Caa2
second-lien term loan rating, as the credit facilities will be
repaid and terminated.
The principal methodology used in these ratings was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012. Please see the Credit Policy page on
www.moodys.com for a copy of this methodology.
Based in Lake May, Florida, AssuredPartners ranks among the 15
largest US insurance brokers in terms of 2014 revenues. The
company's product mix is about three fourths property & casualty
insurance and one fourth employee benefits and ancillary products,
all distributed to middle market businesses and individuals across
much of the US. The company generated total revenues of $421
million for the 12 months through June 2015.
AUBURN TRACE: City of Delray Wants Chapter 11 Trustee Appointed
---------------------------------------------------------------
The City of Delray Beach asks the U.S. Bankruptcy Court for the
Southern District of Florida to appoint a Chapter 11 trustee for
Auburn Trace, Ltd.
According to the City, the Debtor has failed to maintain the
subject apartment complex to the detriment of the secured
creditors, unsecured creditors and the residents. As a result, the
apartment complex continues to deteriorate and the Debtor has made
no provision for much needed repairs, replacements and maintenance,
the city said. The City added that appointment of a Chapter 11
trustee is in the best interests of creditors. Current management
has also made no effort to collect very significant sums from
related entities and cannot explain the failure, the city noted.
About Auburn Trace
Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed
by Brian J. Hinners as president. The Debtor disclosed $9.61
million in assets and $9.54 million in liabilities as of the
Chapter 11 filing. The case is assigned to Judge Paul G. Hyman,
Jr. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau,
P.A., serves as the Debtor's counsel.
The Debtor's reorganization plan allows (i) its owners to retain
control of the company in exchange for a $200,000 contribution, and
(ii) unsecured creditors to recover 100 cents on the dollar if they
wait for payments that begin 2 years from now, or 65 cents on the
dollar if they want payment immediately after confirmation. Funds
to be used to make cash payments under the Plan will be derived
from the Debtor's monthly income, and from the new value payment
estimated to range from $192,719 to $219,714 from owners Auburn
Trace Joint Venture and Brian J. Hinner's.
The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors.
BELLE FOODS: Creditor's Bid to Employ Counsel Withdrawn
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
authorized Ronald Woodruff, and unsecured creditor for Belle Foods,
LLC, to withdraw his application to retain Lawrence T. King as
counsel.
As reported by Troubled Company Reporter on Aug. 6, 2015, Mr.
Woodruff notified the Court that he has withdrawn the application
for approval of employment of professional persons erroneously
filed in the Chapter 11 case of Belle Foods, LLC.
Mr. Woodruff had requested for permission to retain Lawrence T.
King and King Simmons, P.C. whose address is 5300 Cahaba River
Road, Suite 100, Birmingham, Alabama, as counsel to represent him
in a lawsuit; and assist him in carrying out his duties as
trustee.
About Belle Foods
Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.
The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller. The stores are in Florida, Georgia,
Alabama and Mississippi.
D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.
Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.
The Debtor reported total assets of $64,972,059 and estimated
liabilities of $16,627,087.
BOOMERANG SYSTEMS: Berg & Androphy Okayed as Litigation Counsel
---------------------------------------------------------------
Boomerang Systems, Inc., et. al., sought and obtained permission
from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Berg & Androphy as special
litigation counsel, nunc pro tunc to August 18, 2015.
The Debtors require Berg & Androphy to provide litigation and other
legal counseling, including advising and representing the Debtors
with respect to a related lawsuit filed on August 18, 2015, the
Parking Source Action, as well as to investigate and prosecute or
defend any additional litigation matters or disputes that may arise
during the pendency of the Chapter 11 cases.
Berg & Androphy will be paid at these hourly rates:
Partners $675-$950
Associates $350-$450
Paraprofessionals $175-$225
Berg & Androphy will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Berg & Androphy holds a retainer of $40 from the Debtor.
Michael M. Fay, partner of Berg & Androphy, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Berg & Androphy can be reached at:
Michael M. Fay, Esq.
BERG & ANDROPHY
Tower 45
120 W. 45th St., 38th Floor
New York, NY 10036
Tel: (646) 766-0077
Fax: (646) 219-1977
E-mail: mfay@bafirm.com
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.
The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent. In addition, the Company has retained the law firm
Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc., is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors. The Committee is represented by Landis Rath
& Cobb LLP's Richard S. Cobb, Esq., Matthew B. McGuire, Esq., and
Joseph D. Wright, Esq.; and Paul Weiss Rifkind Wharton & Garrison
LLP's Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and
Adam M. Denhoff, Esq.
BOOMERANG SYSTEMS: Court Okays Blank Rome as Securities Counsel
---------------------------------------------------------------
Boomerang Systems, Inc., et. al., sought and obtained permission
from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Blank Rome LLP as special securities
and corporate counsel, nunc pro tunc to the August 18, 2015
petition date.
The Debtors require Blank Rome to:
(a) assist the Debtors with all aspects of SEC reporting and
disclosure obligations;
(b) advise the Debtors regarding any corporate law issues
arising in connection with the structuring or financing of
any plan of reorganization or liquidation;
(c) advise the Debtors with respect to tax, employment,
benefits and labor matters; and
(d) provide general corporate advice and perform other
necessary legal services in connection with the foregoing.
Blank Rome will be paid at these hourly rates:
Brad L. Shiffman $795
Partners $400-$1,050
Counsel and
Senior Attorneys $405-$820
Associates $280-$565
Paralegals, Clerks and
Librarians $115-$450
Members $130-$275
Blank Rome will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brad L. Shiffman, partner of Blank Rome, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Blank Rome can be reached at:
Brad L. Shiffman, Esq.
BLANK ROME LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174-0208
Tel: (212) 885-5442
Fax: (212) 885-5001
E-mail: bshiffman@blankrome.com
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.
The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent. In addition, the Company has retained the law firm
Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc., is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors. The Committee is represented by Landis Rath
& Cobb LLP's Richard S. Cobb, Esq., Matthew B. McGuire, Esq., and
Joseph D. Wright, Esq.; and Paul Weiss Rifkind Wharton & Garrison
LLP's Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and
Adam M. Denhoff, Esq.
BOOMERANG SYSTEMS: Court Okays Ciardi Ciardi as Delaware Counsel
----------------------------------------------------------------
Boomerang Systems, Inc., et. al., sought and obtained permission
from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Ciardi Ciardi & Astin as Delaware
counsel, nunc pro tunc to August 18, 2015.
The Debtors require Ciardi Ciardi to:
(a) advise the Debtors regarding their powers and duties as
debtors in possession in the continued management and
operation of their business and properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(c) take necessary action to protect and preserve the Debtors'
estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors
and representing the Debtors' interests in negotiations
concerning litigation in which the Debtors are involved,
including but not limited to, objections to claims filed
against the estates;
(d) prepare on the Debtors' behalf motions, applications,
adversary proceedings, answers, orders, reports and papers
necessary to the administration of the estates;
(e) advise the Debtors in connection with their proposed
restructuring transaction;
(f) appear before the Court and any appellate courts and
protect the interests of the Debtors' estates before these
Courts; and
(g) perform other necessary bankruptcy-related legal services
and provide other necessary legal advice to the Debtors in
connection with these Chapter 11 cases.
Ciardi Ciardi will be paid at these hourly rates:
Partners, Attorneys and
Of Counsel $250-$585
Paraprofessionals $180-$220
Ciardi Ciardi will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel K. Astin, partner of Ciardi Ciardi, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Ciardi Ciardi can be reached at:
Daniel K. Astin, Esq.
CIARDI CIARDI & ASTIN
1204 N King Street
Wilmington, DE 19801
Tel: (302) 658-1100
Fax: (302) 658-1300
E-mail: dastin@ciardilaw.com
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.
The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent. In addition, the Company has retained the law firm
Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger, P.A., is legal co-counsel in the Chapter 11 cases.
Houlihan Lokey Capital, Inc., is serving as financial advisor.
Garden City Group Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors. The Committee is represented by Landis Rath
& Cobb LLP's Richard S. Cobb, Esq., Matthew B. McGuire, Esq., and
Joseph D. Wright, Esq.; and Paul Weiss Rifkind Wharton & Garrison
LLP's Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and
Adam M. Denhoff, Esq.
CACHE INC: Seeks Structured Dismissal of Chapter 11 Cases
---------------------------------------------------------
Cache, Inc., and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware to dismiss their chapter 11
cases subject to proposed distribution procedures.
The Debtors also ask the Court for authorization to dispose of all
remaining records and documents, which includes documents relating
to personnel records, historical sales transaction data and
register transaction receipts, following the completion of any
pending discovery requests with respect to any subpoenas served on
the Debtors.
The Debtors believe that the structured dismissal of their chapter
11 cases through the implementation of their proposed distribution
procedures will maximize distributions to the holders of allowed
administrative claims as well as to the holders of unpaid employee
health care claims. The Debtors relate that their proposed
distribution procedures provide a waterfall distribution of the
Debtors' remaining assets that would:
(1) satisfy the outstanding superpriority claim of Great American
Group, WG LLC ("Agent" or "GA"), the purchaser of substantially all
of the Debtors' assets sold during the going out of business sales
conducted at the Debtors' former stores earlier this year;
(2) provide a contribution by GA of $200,000 from the proceeds of
the going out of business sales (otherwise payable to GA) for
payment of the unpaid health care claims of the Debtors' former
employees;
(3) limit payment of all professional fees and expenses to the
amounts set forth in the professional fee escrow account under the
existing debtor in possession financing order; and
(4) provide for the Debtors' remaining assets to be used for the
payment of all other timely filed administrative expense claims
and postpetition stub rent claims of landlords which claims are
being satisfied pursuant to a previously agreed settlement.
The Debtors tell the Court that following the dismissal, they would
open an account for the benefit of the Remaining Administrative
Claims (the "Disbursement Account")under the direction of their
Chief Restructuring Officer, and will also be responsible for
administrating, determining validity of claims, and ultimately,
making distributions on account of the Remaining Administrative
Claims. The Debtors further tell the Court that the employee health
claims would be processed and paid pursuant to a protocol jointly
developed by the Debtors and Aetna Life Insurance Company
("Aetna").
The Debtors believe that the proposed structured dismissal and
payment of claims will provide administrative creditors and
employee health claims holders with a superior recovery on account
of their claims than if the Debtors' cases were converted to
chapter 7, the only other option. The Debtors assert that dismissal
of the chapter 11 case is the best alternative for creditors to
receive the highest possible distributions on account of their
claims under the circumstances.
The hearing on the Debtors' motion is scheduled on Oct. 19, 2015 at
2:00 p.m. The deadline for the filing of objections is set on Oct.
14, 2015 at 4:00 p.m.
The Debtors are represented by:
Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Joshua M. Fried, Esq.
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705
Telephone: (302)652-4100
Facsimile: (302)652-4400
E-mail: ljones@pszjlaw.com
dbertenthal@pszjlaw.com
jfried@pszjlaw.com
crobinson@pszjlaw.com
About Cache, Inc.
Cache, Inc., which operated 236 women's apparel specialty stores
under the trade name "Cache," and its two affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No.15-10172) on Feb. 4, 2015. The case is assigned to Judge
Mary F. Walrath.
The Debtors had total assets of $53.7 million and total liabilities
of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor
disclosed $38.8 million in assets and $84.1 million in
liabilities.
The Debtors are represented by Laura Davis Jones, Esq., Peter J.
Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang
Ziehl& Jones LLP, in Wilmington, Delaware. The Debtors'
restructuring advisors is FTI Consulting Inc., while their
investment banker and financial advisor is Janney Montgomery Scott
LLC. Thompson Hine represents the Debtors in corporate and
securities matter, while Jackson Lewis P.C. represents the Debtors
in employment matters. The Debtors' communications services
provider is Epiq Systems, Inc., while their noticing and claims
management services provider is Kurtzman Carson Consultants. A&G
Realty Partners, LLC, serves as the Debtors' real estate
consultants.
The U.S. Trustee for Region 3 has appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' case. The
Committee retained Bayard, P.A., as local Delaware counsel, and
Otterbourg P.C. as lead bankruptcy counsel.
In March 2015, Great American Group LLC, a subsidiary of B. Riley
Financial Inc., began going-out-of-business sales at 153 Cache
retail stores pursuant to its agency agreement with the women's
clothing chain. Great American Group was selected as liquidator at
an auction, after agreeing to pay $18 million for Cache's assets,
which is a $6.5 million increase from the stalking
horse bid.
CACHE INC: Seeks to Maintain Control of Ch. 11 Cases
----------------------------------------------------
Cache, Inc., et al., filed a second motion seeking authority from
the U.S. Bankruptcy Court for the District of Delaware to maintain
control of their Chapter 11 cases while they wind down their
operations.
The Debtors asked the Court to further extend the time by which
they have exclusive right to file a plan of reorganization through
and including Feb. 1, 2016, and the time by which they have
exclusive right to solicit acceptances of the plan through and
including April 1, 2016.
According to Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, the Debtors and Great American Group
WF, LLC, completed their going-out-of-business sales under the
Agency Agreement. In addition, the Debtors negotiated and
implemented the settlement memorialized in the Final DIP Order that
will provide up to $950,000 for the payment of allowed 503(b)(9)
claims and stub rent claims.
The Debtors are in the process of winding down the remaining issues
in their cases that need to be addressed. The Debtors have filed
the Dismissal Motion seeking a structured dismissal of their
chapter 11 cases, and the Dismissal Motion is scheduled for a
hearing on Oct. 19, 2015 at 2:00 p.m. (Eastern time). In light of
the posture of these chapter 11 cases, the Debtors believe it is in
the best interests of the estates and creditors for the Debtors to
preserve the Exclusivity Periods pending a decision from the Court
on the Dismissal Motion, Mr. Keane tells the Court. The Debtors
are seeking approval of the Dismissal Motion to provide for an end
to these chapter 11 cases, but the Debtors filed the Extension
Motion out of an abundance of caution to preserve their rights
pending a determination on the Dismissal Motion.
Laura Davis Jones, Esq., David M. Bertenthal, Esq., Joshua M.
Fried, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, also represent the Debtors.
About Cache, Inc.
Cache, Inc., which operates 236 women's apparel specialty stores
under the trade name "Cache," and its two affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No.15-10172) on Feb. 4, 2015. The case is assigned to Judge
Mary F. Walrath.
The Debtors are represented by Laura Davis Jones, Esq., Peter J.
Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang
Ziehl& Jones LLP, in Wilmington, Delaware. The Debtors'
restructuring advisors is FTI Consulting Inc., while their
investment banker and financial advisor is Janney Montgomery Scott
LLC. Thompson Hine represents the Debtors in corporate and
securities matter, while Jackson Lewis P.C. represents the Debtors
in employment matters.
The Debtors' communications services provider is Epiq Systems,
Inc., while their noticing and claims management services provider
is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as
the Debtors' real estate consultants.
The Debtors had total assets of $53.7 million and total liabilities
of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor
disclosed $38,793,006 in assets and $84,113,066 in liabilities.
The U.S. Trustee for Region 3 has appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' case. The
Committee retained Bayard, P.A., as local Delaware counsel, and
Otterbourg P.C. as lead bankruptcy counsel.
CENTRAL STATES PENSION: Warns 400,000 Members of Cuts
-----------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Central States Pension Fund, a prominent Teamsters
pension fund and one of the largest, has filed for reorganization
under a new federal law and has sent letters to more than 400,000
members warning that their benefits must be cut.
According to the report, any reorganization of the decades-old
pension fund would take months and would probably be a brutal
battle as workers, retirees, union leaders and employers all seek
to protect competing interests. It is a multiemployer plan, the
type led jointly by a union and a number of companies, that has
caused consternation for many years, because if it failed, it could
wipe out a federal insurance program that now pays the benefits of
tens of thousands of retirees, the report related.
The DealBook related that executive director of the Central States
fund, Thomas Nyhan, said the Central States fund had been hit by
powerful outside forces -- the deregulation of the trucking
industry, declining union membership, two big stock crashes and the
aging of the population -- and it was currently paying out $3.46 in
pension benefits to retirees for every dollar it received in
employer contributions.
In the coming months, the Treasury Department will review the
Central States restructuring plan, to make sure it complies with
the new law and will receive comments from affected people through
a special master, Kenneth Feinberg, who has been retained by the
Treasury to iron out conflicts that have come up in other special
circumstances, such as the dispute over whether workers at
bailed-out companies could receive contractual bonuses, the
DealBook said.
CITY SPORTS: Court Modifies Order Appointing Privacy Ombudsman
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
amended order directing the U.S. Trustee for the District of
Delaware to appoint a consumer privacy ombudsman in the cases of
City Sports, Inc. and City Sports-DC, LLC.
The Amended Order specifically provides that, upon appointment, the
consumer privacy ombudsman will perform all functions set forth in
Section 332(b) of the Bankruptcy Code, except that the consumer
privacy ombudsman shall not prepare a formal report regarding the
sale of personally identifiable information until the Debtors
provide the consumer privacy ombudsman notice that they have
received a bona fide offer for PII for which they would seek Court
approval.
The Debtors sought the appointment of a CPO to facilitate an
expedited sale of their assets.
About City Sports
City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.
The Debtors have engaged DLA Piper LLP (US) as counsel and FTI
Consulting, Inc., as financial and restructuring advisor.
CITY SPORTS: Engages Tiger Capital to Conduct Store Closing Sales
-----------------------------------------------------------------
City Sports, Inc. and City Sports-DC, LLC seek permission from the
Bankruptcy Court to assume a consulting agreement, dated Oct. 3,
2015, with Tiger Capital Group, LLC.
The Debtors, with the assistance of their advisors, have identified
eight underperforming stores, namely:
1. Thayer
271 Thayer Street
Providence, RI
2. Fifth
390 Fifth Avenue (5th & 36th)
New York, NY
3. Georgetown
3338 M Street NW
Washington, DC
4. Silver Spring
8510 Fenton Street
Silver Spring, MD
5. Burlington, VT
35 Church Street
Burlington, VT
6. Westfield
151 E Broad Street
Westfield, NJ
7. Manhasset
1900 Northern Blvd.
Manhasset, NY
8. Rockville
11600 Old Georgetown Rd.
N. Bethesda, MD
The Debtors entered into the Consulting Agreement with Tiger
Capital with respect to the liquidation of the inventory at the
eight stores and management and distribution of the Debtors'
inventory from their distribution centers to all of the Debtors'
store locations (the "Phase I Services").
Pursuant to the Consulting Agreement, the Debtors may elect to
expand the services of the Consultant from eight stores to
conducting store closing and going out of business sales for the
remainder of the Debtors' stores (the "Phase II Services"). This
Election provides the Debtors with a guaranteed alternative in the
event the Debtors do not receive higher or better offers for the
sale of their remaining assets pursuant to the Sale Motion. If the
Debtors decide to make such Election, it will seek to obtain an
order pursuant to the Sale Motion that will grant the Consultant
all of the rights and protections that may be afforded to it with
respect to conducing "going out of business sales."
Consultant Fees
The Debtors intend to pay Tiger Capital $25,000 for the Phase I
Services.
In the event the Debtors make that Tranche B Stores Election:
(a) No fee if, for the Tranche B Stores, the Recovery
Percentage is less than 124.0%.
(b) For the Tranche B Stores, should the Gross Recovery
Percentage be greater than or equal to 124.0%, Tiger
Capital will be entitled to a fee equal to 0.75% of
proceeds received from the sale of merchandise during the
Tranche B Sale Term.
(c) For the Tranche B Stores, should the Gross Recovery
Percentage be greater than or equal to 130.0%, the
Consultant shall be entitled to a fee equal to 1.25% of
proceeds received from the sale of merchandise during the
Tranche B Sale Term.
A copy of the Consulting Agreement is available for free at:
http://bankrupt.com/misc/33_CITY_ConsultingAgreement.pdf
About City Sports
City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million. The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.
The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.
CITY SPORTS: Wins Interim Approval to Use Cash Collateral
---------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized City Sports, Inc., and City Sports-DC, LLC, to
use cash collateral of Wells Fargo Bank, National Association, as
administrative agent, collateral agent and term loan agent under a
prepetition credit agreement. The Debtors' use of Cash Collateral
will expire on Dec. 13, 2015.
The Interim Order suggests that the Debtors do not have sufficient
available source of working capital and financing to operate their
businesses or to maintain their properties without the Use of Cash
Collateral.
"The ability of the Debtors to finance their operations requires
the use of Cash Collateral, absent which immediate and irreparable
harm will result to the Debtors, their estates and creditors," said
Judge Gross in his 29-page Interim Order.
As of the Petition Date, the Debtors were indebted under the
Pre-Petition Financing Agreements, on account of extensions of
credit in the approximate principal amount of $14,468,706. The
Pre-Petition Secured Parties have a security interest in the Cash
Collateral to secure the Pre-Petition Debt.
The Pre-Petition Agent is entitled to receive adequate protection
to the extent of any diminution in value of its interests in the
Pre-Petition Collateral.
The Pre-Petition Secured Parties have agreed to permit the Debtors
to use their Cash Collateral for the Specified Period.
A final hearing is scheduled for Oct. 22, 2015, at 9:30 a.m.
(Eastern Time). If no objections are filed and served in
accordance with the Interim Order by Oct. 20, no final hearing may
be held.
A copy of the Interim Order is available for free at:
http://bankrupt.com/misc/52_CITYSPORTS_Collateral_InterimOrd.pdf
About City Sports
City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million. The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.
The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.
COWLITZ TRIBAL: S&P Assigns 'B' Issuer Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issuer
credit rating to La Center, Wash.-based Cowlitz Tribal Gaming
Authority (the Authority). The Authority is a wholly owned,
unincorporated instrumentality of the Cowlitz Indian Tribe (the
tribe). The rating outlook is positive.
"At the same time, we assigned the Authority's proposed $485
million senior secured credit facility due 2020 our 'B' issue-level
rating (the same as our issuer credit rating). The proposed senior
secured credit facility consists of a $75 million priority
revolving credit facility, a $330 million term loan B, and an $80
million delayed draw term loan B. The Authority also intends to
raise a $40 million furniture, fixtures, and equipment (FF&E)
facility, which we will not rate."
Additionally, pro forma for the transaction, the Authority will
have around $20 million outstanding in a developer loan, which is
held by a subsidiary of Mohegan Tribal Gaming Authority and will be
subordinated to the senior secured credit facility.
"Standard & Poor's does not assign recovery ratings to Native
American debt issues, as there are significant uncertainties
surrounding the exercise of creditor rights against a sovereign
nation. These include whether the U.S. Bankruptcy Code would apply,
whether a U.S. court would ultimately be the appropriate venue to
settle such a matter, and to what extent a creditor would be able
to enforce any judgment against the sovereign nation. The notching
of our issue-level ratings from our issuer credit rating on a given
Native American issuer reflects the relative position of each
security in the capital structure, incorporating the amount of
higher-ranking debt ahead of each issue. Specifically, under our
forecast, we expect the priority revolving credit facility to
remain less than 15% of the Authority's total assets."
"We align priority debt under 15% of total assets with an issue
level rating that is in line with the issuer credit rating on the
Authority, based on our notching criteria."
"The Authority plans to use proceeds from the proposed transaction
to:
-- Fund the development and construction of the Cowlitz Casino
Resort (the casino);
-- Establish an interest reserve to fund debt service during the
18-month construction period and six months following the
opening
of the casino;
-- Repay around $66 million of the outstanding developer loan,
including accrued interest; and
-- Fund transaction fees and expenses.
"Our 'B' issuer credit rating on the Authority reflects our
assessment of its business risk profile as 'weak' and our
assessment of its financial risk profile as 'highly' leveraged,"
said Standard & Poor's credit analyst Stephen Pagano.
The positive rating outlook reflects our belief that the Cowlitz
Casino Resort will generate sufficient cash flow after opening to
service the proposed capital structure and could generate enough
cash flow during the first full year of operations to facilitate
deleveraging and position the Authority to achieve a higher
rating.
"We could raise the rating by one notch if the property opens
successfully in mid-2017 and meets our operating expectations in
its first full year of operations, as forecasted credit measures
would support an improved financial risk assessment and a one-notch
higher rating, in our view."
"If construction challenges delay the project or lead to cost
overruns, or if operating results upon opening are significantly
weaker than we expect, we could revise the outlook to stable or
lower the rating. Additionally, if the economic environment
deteriorates during the construction period and we come to believe
that the project will open slower than we expect, we could revise
the outlook to stable."
COYNE INT'L: Court Approves BDO USA as Panel's Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Coyne
International Enterprises Corp. sought and obtained permission from
the Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for
the Northern District of New York to retain BDO USA, LLC as
financial advisor to the Committee, nunc pro tunc to August 25,
2015.
The Committee requires BDO USA to:
(a) analyze the financial operations of the Debtor pre and
post-petition, as necessary;
(b) analyze the financial ramifications of any proposed
transactions for which the Debtor seek Bankruptcy Court
approval including, but not limited to, post-petition
financing, sale of all or a portion of the Debtor's assets,
retention of management and/or employee incentive and
severance plans;
(c) conduct any requested financial analysis including
verifying the material assets and liabilities of the
Debtor, as necessary, and their value;
(d) assist the Committee in its review of monthly statements of
operations submitted by the Debtor;
(e) assist the Committee in its review of Schedules of Assets
and Liabilities and Statements of Financial Affairs;
(f) perform claims analysis for the Committee;
(g) assist the Committee in its evaluation of cash flow and/or
other projections, including business plans prepared by the
Debtor;
(h) scrutinize cash disbursements on an on-going basis for the
period subsequent to the commencement of these cases;
(i) perform forensic investigating services, as requested by
the Committee and counsel, regarding pre-petition
activities of the Debtor in order to identify potential
causes of action, including investigating improvements
in position and fraudulent transfers;
(j) analyze transactions with insiders, related and/or
affiliated companies;
(k) analyze transactions with the Debtor's financing
institutions;
(l) attend meetings of creditors and conference calls with
representatives of the creditor groups and their counsel;
(m) prepare certain valuation analyses of the Debtor's business
and assets using various professionally accepted
methodologies;
(n) as needed, prepare alternative business projections
relating to the valuation of the Debtor's business
enterprise or a portion thereof;
(o) monitor the Debtor's sale process and the marketing
activity performed by its investment banker, assist the
Committee in evaluating sales proposals and alternatives,
and attend any auctions of the Debtor's assets;
(p) evaluate financing proposals and alternatives proposed by
the Debtor for debtor-in-possession financing, exit
financing and capital raising supporting any plan of
reorganization or liquidation;
(q) assist the Committee in its review of the financial aspects
of a plan of reorganization or liquidation submitted by the
Debtor and perform any related analyses, specifically
including liquidation analyses and feasibility analyses and
evaluate best exit strategy;
(r) assist counsel in preparing for any depositions and court
hearings, as well as prepare for and provide expert
testimony at depositions and court hearings, as requested;
(s) assist counsel in reviewing tax returns and evaluating any
tax issues that may arise if necessary; and
(t) perform other necessary services as the Committee or the
Committee's counsel may request from time to time with
respect to the financial, business and economic issues that
may arise.
BDO USA will be paid at these hourly rates:
Partners/Managing Directors $495-$795
Directors/Sr.Managers $375-$550
Managers/Vice Presidents $325-$460
Seniors/Analysts $200-$350
Staff $165-$225
BDO USA will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michele Michaelis, managing director of BDO USA, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
BDO USA can be reached at:
Michele Michaelis
BDO USA, LLC
100 Park Avenue
New York, NY 10017
Tel: (212) 885-7281
E-mail: mmichaelis@bdo.com
About Coyne International
Coyne International Enterprises Corp. filed a Chapter 11 bankruptcy
petition (Bankr. N.D.N.Y. Case No. 15-31160) on July 31, 2015. The
petition was signed by Mark Samson as CEO.
Herrick Feinstein LLP serves as the Debtor's general counsel.
Phillips Lytle LLP acts as the Debtor's local bankruptcy counsel.
Cohnreznick LLP is the Debtor's financial advisor. SSG Capital
Advisors LLC is the Debtor's investment banker. Rust Omni serves
the Debtor as claims and administrative agent. Raab, Sturm &
Ganchrow, LLP acts as labor counsel to the Debtor. Harbridge
Consulting Group, LLC serves as the Debtor's pension consultant.
Beveridge & Diamond PC is the Debtor's environmental counsel. GZA
Geoenvironmental, Inc. represents the Debtor as environmental
consultant.
DEWEY & LEBOEUF: Jury Comes to Partial Verdict in Criminal Case
---------------------------------------------------------------
Sara Randazzo, writing for Dow Jones' Daily Bankruptcy Review,
reported that a New York jury on Oct. 7 came to a partial verdict
in the trial of three former Dewey & LeBoeuf LLP executives,
finding each not guilty on multiple charges of falsifying business
records, but said it was still deadlocked on more than 100
remaining charges against the trio.
According to the report, the jury found Dewey's ex-chairman Steven
Davis not guilty on 19 counts of falsifying business records,
former executive director Stephen DiCarmine not guilty on 17, and
former chief financial officer Joel Sanders not guilty on 13.
As previously reported by The Troubled Company Reporter, citing The
Wall Street Journal, the case accusing three former Dewey & LeBoeuf
executives of fraudulently propping up the once-storied law firm's
finances in the years ahead of its stunning 2012 collapse went 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.
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 Journal 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.
DEX MEDIA: Creditors Said to Demand Meeting
-------------------------------------------
Laura J. Keller, writing for Bloomberg News, reported that a group
of junior bondholders is demanding company executives meet Dex
Media Inc. to talk about a debt restructuring after failing to make
an interest payment in September.
According to the report, citing a copy of the letter, the
creditors' legal counsel, Akin Gump Strauss Hauer & Feld LLP, made
the demand for debt talks in an Oct. 1 letter to the
telephone-listings company and its lawyers. The creditors, who
said in the letter that they own a majority of the company's
subordinated bonds, made the case that the company would need their
support for a consensual debt restructuring plan if it decided to
file for bankruptcy, the report related.
As previously reported by The Troubled Company Reporter, citing
BankruptcyLaw360, Dex Media skipped an approximately $18 million
interest payment due on $261 million in bond debt while its
creditors have begun considering a restructuring of the company's
credit facilities, according to a Sept. 30, 2015 regulatory
filing.
Dex Media, the product of a 2013 merger through the twin
bankruptcy
cases of SuperMedia and Dex One, revealed in a Form 8-K filed with
the U.S. Securities and Exchange Commission that it had elected
not
to make an interest payment of nearly $18 million due on Sept. 30,
on $261 million in senior subordinated notes. The yellow-pages
company has until Oct. 30 to make the payment on the bonds before
it becomes a default, the Wall Street Journal reported, citing the
Sept. 30 regulatory filing.
Dex Media's senior lenders have joined together, hiring Houlihan
Lokey as their financial adviser and lawyers at Milbank, Tweed,
Hadley & McCloy, to negotiate a possible restructuring of more
than
$2 billion in senior loan debt, Dex said, the Journal related.
About Dex Media Inc.
Dex Media, Inc., is a provider of social, local and mobile
marketing solutions for local businesses. The Company provides
marketing solutions that include Websites, print, mobile, search
engine and social media solutions. The Company?s brands include
Dex One and SuperMedia. Through both brands, it delivers a range
of social, mobile, and print solutions. The Company's consumer
services include the Dex Knows.com and Superpages.com online and
mobile search portals and applications and local print
directories. On April 30, 2013, Dex One Corp. and SuperMedia
announced the completion of their merger, creating Dex Media, Inc.
Dex One (DEXO) and SuperMedia (SPMD) in March 2013 sought Chapter
11 bankruptcy protection in order to complete a merger. The
filing was just about three years after each company exited court
protection. The cases are In re Dex One Corp, 13-10533, U.S.
Bankruptcy Court, District of Delaware. and In re SuperMedia Inc,
13-10545, U.S. Bankruptcy Court, District of Delaware.
* * *
As reported in the Troubled Company Reporter on March 31, 2015,
KPMG LLP expressed substantial doubt about the Company's ability
to
continue as a going concern, citing that the Company has filed for
Chapter 11 Bankruptcy on March 18, 2013, has a highly leveraged
capital structure and has experienced decline in operating
results
and cash flows.
DUKE FINANCE: Moody's Assigns B2 CFR & Rates 1st Lien Debt Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
("CFR") and B2-PD Probability of Default Rating ("PDR") to Duke
Finance, LLC (Duke), an indirect subsidiary of OM Group, Inc. (OM).
Concurrently, Moody's assigned a Ba3 rating to Duke's senior
secured first lien facilities and a B3 rating to its senior secured
second lien term loan. The ratings outlook is stable.
OM, the ultimate holding company in the corporate structure, is
being broken into two separate entities and being sold to separate
buyers. The acquired three segments will represent the pro-forma
OM. Apollo Management is to contribute over $200 million in equity
as part of the funding of its purchase of 3 of the 5 current
segments (magnetic technologies, battery technologies, and advanced
organics) for a purchase consideration of approximately $790
million, including fees and expenses.
The following ratings were assigned:
Corporate Family Rating, B2;
Probability of Default Rating, B2-PD;
Senior secured revolver, Ba3 (LGD-2);
Senior secured first lien term loan B, Ba3 (LGD-2);
Senior secured second lien term loan, B3 (LGD-5)
The ratings outlook is stable.
The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.
RATINGS RATIONALE
The B2 CFR reflects the company's small segment size when compared
to its customers, meaningful leverage, large pension liability, and
exposure to defense budgets. The rating also considers the
sponsor's meaningful equity contribution, good product lives,
significant patents, and well diversified specialty products.
Duke's solutions are often specified into their clients products
and last through the entire life cycle. Moreover, the company has
good EBITDA margins for the rating category. In 2016, Moody's
anticipates debt / EBITDA pro-forma for the transaction to be below
5.5x while EBITDA / interest coverage is anticipated to be over
2.0x.
The Ba3 ratings on the senior secured term loan and revolving
credit facility, two notches above the CFR, reflect their
pari-passu status benefiting from the junior debt that is in a
first loss position in the event of bankruptcy. The first lien
facilities are expected to be secured by all assets of the company
and are expected to be guaranteed by the company's existing and
future wholly-owned direct and indirect subsidiaries, subject to
certain exceptions. The second lien term loan ranks after the first
lien debt in the priority of claim waterfall and is rated B3.
Moody's views Duke's liquidity profile as adequate characterized by
good initial cash balances, anticipated single-digit free cash flow
generation, and significant revolver availability over the next 12
to 18 months. Low maintenance capital expenditures are expected in
2016 due to the low to mid-single digit anticipated revenue growth
rate. The $75 million revolving credit facility is not anticipated
to be drawn on at the close of the transaction. Moody's expects
Duke will have good headroom over the next 12 to 15 months under
the proposed springing covenants as revolver usage would have to
increase materially for the leverage covenant to spring and even if
it were to spring, we anticipate good initial room.
The stable outlook is supported by Duke's strong margins for the
rating, good coverage, and an adequate liquidity profile. Slow but
stable end markets are anticipated to add to the stability of the
rating.
The ratings, or outlook, could be pressured downward if Duke's debt
to EBITDA was expected to be sustained over 6.0x, or if its margins
were to decrease by over 300 basis points. Revenue growth of under
3% could cause the company to weaken within the rating category
unless margins strengthen because this would make it difficult for
the company to improve its credit metrics in a slow growth
environment. Negative rating pressure could also come if the
company pursues meaningful debt-financed acquisitions or
dividends.
Positive ratings traction could develop if the company meaningfully
increases its scale, particularly in its two smaller segments,
battery technologies and advanced organics, while maintaining
EBITDA margins of at least 18% and if leverage were to improve to
under 4.5x.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Duke Finance, LLC is an indirect holding company, whose ultimate
corporate parent is OM Group, headquartered in Cleveland, OH. The
new company is a provider of solutions based magnetic technologies,
specialized battery application, and advanced organic products that
are often designed into products of multiple fields including
automotive, defense, medical, and aerospace. Annual revenues for
2014 were above $700 million.
DUKE FINANCE: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B'
corporate credit rating to Cleveland-based Duke Finance LLC (a
subsidiary of OM Group Inc.). The outlook is stable.
"At the same time, we assigned our 'B' issue-level rating to the
company's proposed $75 million revolving credit facility due 2020
(undrawn at close) and $450 million first-lien term loan due 2022.
The '3' recovery rating indicates our expectation of meaningful
(50%-70%; lower half of the range) recovery in the event of a
payment default."
"Additionally, we assigned our 'B-' issue-level rating to the
company's proposed $125 million second-lien facility due 2023. The
'5' recovery rating indicates our expectation of modest (10%-30%;
lower half of the range) recovery in the event of a payment
default."
"We expect that Duke will use the proceeds from the proposed
facilities, along with a $215 million common equity contribution
from funds affiliated with Apollo, to fund its acquisition by funds
affiliated with Apollo, pay $90 million in transaction fees and
expenses, and set aside $45 million of cash on its balance sheet
for restructuring purposes. The company has finalized its labor
union negotiations with the employee works council and union in
Germany in order to move some of its manufacturing employees to
lower-cost jurisdictions, where the company already has existing
operations."
"The stable outlook reflects our expectation the company's
operating performance will continue to benefit from its leading
market positions and the favorable trends in its industry, and that
the company will successfully execute its restructuring plan,
maintain adequate liquidity, and generate positive free cash
flow."
"We could consider lowering our rating on Duke if
weaker-than-expected market demand or operational issues cause its
credit measures to deteriorate such that its leverage metric
remains above 6.5x for an extended period. We could also lower the
ratings if the company's free cash flow declines significantly and
its liquidity becomes constrained."
"Given the company's debt levels and its ownership by a financial
sponsor, it is unlikely that we would consider an upgrade in the
next 12 months. In the longer-term, we could raise our ratings on
Duke if the company's management committed to a financial policy
that would cause the company's leverage to fall below 5x and its
FFO-to-debt ratio to exceed 12% for a sustained period."
EL PASO CHILDREN'S: Judge Strikes Stalking Horse Bid Motion
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Texas, El Paso Division, issued an order striking the "Stalking
Horse Bid" filed and signed by Colin Anten, chief executive officer
of Venture Capital Consultants of Calgary, Alberta, in Canada.
The Court found that the pleading should be stricken for multiple
reasons. First, the Motion is incomprehensible and unintelligible
on its face. For example, it appears that the Pleading seeks some
sort of "credit bid" with a floor price of $4,500,000, but does not
identify what secured debt is held by the Filer that would even
give rise to a right to credit bid. The Pleading also mentions a
"stalking horse clause," but attaches an article from a law firm
that generally describes bankruptcy sales. Second, the Pleading is
not filed by a party that has standing or the right to file a
pleading to establish an auction process to sell assets of a debtor
under section 363 of the Bankruptcy Code. Third, the Pleading does
not comply with Rule 9013 of the Federal Rules of Bankruptcy
Procedure as the Pleading does not set forth with particularity the
grounds for the motion or the relief sought.
About El Paso Children's Hospital
El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital
in the El Paso region. The hospital opened its doors in February
2012, features 122 private pediatric rooms, and is located at the
campus of El Paso County Hospital District dba University Medical
Center of El Paso.
The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 15-30784) on May 19, 2015. The case is assigned to Judge H.
Christopher Mott, following disputes with UMC. The Debtor tapped
Jackson Walker LLP as counsel.
The Debtor disclosed $34,907,119 in assets and $14,934,578 in
liabilities as of the Chapter 11 filing.
FIRST QUANTUM: Bonds Rise After News of $1-Bil. Debt-Cut
--------------------------------------------------------
Allison McNeely, writing for Bloomberg News, reported on Oct. 7
that First Quantum Minerals Ltd. bonds climbed after the company
said it would use proceeds from asset sales and other initiatives
to reduce debt by $1 billion.
The miner of copper and other metals also plans to save money by
eliminating 644 jobs, reducing salaries and trimming capital
spending, a statement released after trading ended on Oct. 5 said,
the Bloomberg report related. The company's bonds maturing in May
2022 rose 5.75 cents on the dollar to 68.5 cents for a yield of
14.9 percent at 1:14 p.m. on Oct. 6 in New York, the Bloomberg
report said, citing Trace.
The company had $5.5 billion of long-term debt on June 30 and
14,600 employees at the end of last year, according to Bloomberg
data.
* * *
The Troubled Company Reporter, on Sept. 30, 2015, reported that
Moody's Investors Service has downgraded by one notch the corporate
family rating and the probability of default rating (PDR) of First
Quantum Minerals Ltd (FQM) to B2 and B2-PD, respectively.
Concurrently, the rating agency has downgraded the ratings on all
of the senior unsecured notes issued by FQM to B3 from B2. The
outlook on all ratings is negative.
"Our downgrade of First Quantum Minerals to B2 reflects the
deterioration in the company's financial profile and our
expectation that their credit metrics are unlikely to realign by
the end of 2016 to levels commensurate with a B1 rating,
particularly with continuing concerns over the knock on impact of
lower copper and nickel prices, which are unlikely to change, on
the business", said Douglas Rowlings, Moody's Analyst and local
market analyst for FQM.
The TCR on May 12, 2015 reported that Fitch Ratings has downgraded
Canada-based First Quantum Minerals Ltd's (FQM) Long-term Issuer
Default Rating (IDR) and senior unsecured ratings to 'BB-' from
'BB'. The Outlook on the Long-term IDR is Negative.
The downgrades reflect FQM's weakened credit metrics which are
expected to remain outside expectations for the previous 'BB'
rating for over two years, and that absolute debt reduction will
now not commence until 2018. The downgrades also reflect the less
stable operating environment for miners in Zambia, even though the
recent proposed increase in royalty rates has largely been
reversed.
FLOWORKS INT'L: S&P Hikes Corporate Credit Rating to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Floworks International LLC to 'CCC+' from
'SD'. The outlook is stable.
"At the same time, we raised the issue-level rating on the
company's senior secured notes due 2019 to 'CCC+' from 'D'. The
recovery rating on the notes remains '4', reflecting our
expectation of average (30% to 50%; at the lower end of the range)
recovery in the event of a conventional default."
"The stable outlook reflects our view that Floworks will maintain
"adequate" liquidity over the next 12 months given its sizable ABL
facility--which currently has more than $100 million of
availability--despite our expectations that the company will likely
continue to experience weak operating results for the remainder of
2015 and throughout 2016," said Standard & Poor's credit analyst
Michael Maggi. "The outlook also incorporates our expectations for
very weak credit measures over this time period, with EBITDA
interest coverage below 1x and adjusted debt to EBITDA well above
10x."
"We could lower the ratings if the company's cash burn continues
such that we see an event of default in the next 12 months, which
could be accompanied by our view of liquidity as "less than
adequate" or "weak," under our criteria. This could also occur if
Floworks were to use its ABL credit facility at a level where its
financial covenant could be triggered, likely resulting in a
covenant breach."
"An upgrade over the next 12 months is unlikely given our cautious
view of operating results through 2016 and our view of a potential
structural shift in demand and economic growth for the majority of
the company's end markets. However, if operating results and cash
flow improve such that adjusted debt to EBITDA decreases to notably
less than 10x and EBITDA interest coverage is above 1.25x for a
sustained period--while maintaining "adequate" liquidity--we could
consider an upgrade."
FOURWINDS LOGISTICS: San Antonio, Texas Energy Firms in Bankr.
--------------------------------------------------------------
Patrick Danner at Houston Chronicle reported that some San Antonio,
Texas-area energy companies have joined the ranks of firms falling
into bankruptcy after more than a year of sinking oil prices:
-- three companies filed in the San Antonio division,
seeking Chapter 7 liquidation. They are:
* JM Oilfield Services, a Gonzales-based company that
operated a fleet of vacuum trucks for saltwater
disposal;
* Hunt-based BMC Oilfield Supply; and
* San Antonio-based operator New Voyage Enterprises.
* FWLL, San Antonio-based parent company of hydraulic
fracturing sand provider FourWinds Logistics, filed
for Chapter 11 reorganization.
San Antonio attorney Thomas Rice, who represents FWLI, said more
bankruptcies are likely if oil stays around $45 a barrel. "If we
see an increase, $60, $70, a lot of people can survive at $60 and
$70," Mr. Rice said.
FWLL filed for reorganization on Aug. 27. It listed $9.6 million in
assets and $5.5 million in liabilities.
"The drop in oil prices also created a drop in frac sand prices and
the demand for frac sand," Mr. Rice said. "They had purchase
orders with Halliburton that ultimately were canceled -- in the
range of $7.5 million, which for this business is obviously huge."
FWLL's bankruptcy filing lists $7.5 million in claims against
Halliburton, which account for most of FWLL's reported assets.
JM Oilfield reported $20.8 million in liabilities in its court
filing.
The bankruptcy was precipitated by lower oil prices, a drop in
business and too much debt, JM lawyer Raymond Battaglia said. The
company had operations in Gonzales, Three Rivers and Quitman,
Arkansas.
JM's bankruptcy is typical for an industry "where there's a lot of
cowboys who are good at what they do and not necessarily good at
business," Mr. Battaglia said.
New Voyage Enterprises, which has drilled in Duval County, filed
for liquidation on Sept. 18. It reported about $54,000 in assets
and almost $512,000 in liabilities. Bankruptcy lawyer Steve
Cennamo, who represents the company, attributed the filing to the
owner's health issues.
BMC Oilfield Supply filed Chapter 7 the same day, reporting about
$3.2 million in assets and $2.2 million in liabilities. Cennamo,
who also represents BMC, cited efforts by a creditor to collect on
a judgment for causing the bankruptcy filing. He said he doesn't
know if the slide in oil prices was a factor.
FPMC SAN ANTONIO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: FPMC San Antonio Realty Partners, LP
c/o Mary Hatcher
3030 Olive Street, Suite 220
Dallas, TX 75219
Case No.: 15-52462
Type of Business: Health Care
Chapter 11 Petition Date: October 6, 2015
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Raymond W. Battaglia, Esq.
LAW OFFICES OF RAY BATTAGLIA, PLLC
66 Granburg Circle
San Antonio, TX 78218
Tel: 210.601.9405
Email: rbattaglialaw@outlook.com
Estimated Assets: $100 million to $500 million
Estimated Debts: $50 million to $100 million
The petition was signed by Mary Hatcher, manager, NRG San Antonio
Dev. LLC, G.P of Debtor.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
NRG Property Management Trade $0
3030 Olive Street, Suite 220
Dallas, Texas 78299
Mutual Sprinklers Trade $0
12000 Crownpoint, Suite 175
San Antonio, TX 75206
Lincoln Harris Trade $0
6688 N Central Expwy, #300
Dallas, TX 75206
KNJ Graphix Trade $0
2201 Long Prairie Rd, Ste
107/163
Flower Mound, TX 75022
J.W. Dielmann, Inc. Trade $0
4019 Stahl Road, Suite 118
San Antonio, TX 75701
Internal Revenue Service Trade $0
Centralized Insolvency Office
P.O. Box 7346
Philadelphia, PA 19101-7346
ICON Ecological Solutions Trade $0
5432 Bridgeport Rd
McKinney, TX 75071
Gilbert Aguilar Trade $0
525 Oak Ctr, Ste 240
San Antonio, TX 78258
Fresenius Building Lease $0
920 Winter Street
Attn: Legal Department
Waltham, MA 02451
Forest Park Medical Center at Building Lease $0
San Antoni
Central Expressway Suite #440
Dallas, TX 75243
Eye Protection Systems Trade $0
Drash Contracting Company Trade $0
1045 Central Parkway N., Suite 101
San Antonio, TX 78258
Dr. Siraj Sayeed Building Lease $0
5510-B Presidio Parkway
San Antonio, TX 78249
DMI Technologies Trade $0
14900 Grand River Rd. Suite 100
Fort Worth, TX 76155
DFW Maintenance Trade $0
101 St. Louis Avenue
Fort Worth, TX 76104
CPS Energy Trade $0
PO Box 2678
San Antonio, TX 78289
Bexar County Tax Assessor Trade $0
Collector
P.O. Box 2903
San Antonio, TX 78299-2903
Andrew Zaragoza Trade $0
525 Oak Ctr, Ste 240
San Antonio, TX 78258
Alamo Handyman, LLC Trade $0
PO Box 681892
San Antonio, TX 78268
Acme Safe & Lock Company Trade $0
138 Kenley Pl.
San Antonio, TX 78232
GELTECH SOLUTIONS: Has 8.9 Million Shares Resale Prospectus
-----------------------------------------------------------
GelTech Solutions, Inc., filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the sale
of up to 8,965,601 shares of its common stock which may be offered
by the selling shareholder, Lincoln Park Capital Fund, LLC.
The shares of common stock being offered by the selling shareholder
are outstanding or issuable pursuant to the Lincoln Park Purchase
Agreement.
The Company will not receive any proceeds from the sales of shares
of its common stock by the selling shareholder; however, the
Company will receive proceeds under the Purchase Agreement if the
Company sells shares to the selling shareholder.
The Company's common stock trades on the OTC Markets Group, Inc.,
or OTCQB, under the symbol "GLTC". As of the last trading day
before the date of this prospectus, the closing price of the
Company's common stock was $0.40 per share.
A copy of the Form S-1 prospectus is available for free at:
http://is.gd/coboNO
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.
GelTech Solutions reported a net loss of $5.51 million on $800,000
of sales for the year ended June 30, 2015, compared to a net loss
of $7.11 million on $815,000 of sales for the year ended June 30,
2014.
As of June 30, 2015, the Company had $1.69 million in total assets,
$5.24 million in total liabilities and a $3.55 million in total
stockholders' deficit.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company has a net
loss and net cash used in operating activities in 2015 of $5.51
million and $3.66 million, respectively and has an accumulated
deficit and stockholders' deficit of $40,647,303 and $3,550,528,
respectively, at June 30, 2015. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
GUIDED THERAPEUTICS: David Musket Has 11.1% Stake as of Sept. 22
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, David B. Musket disclosed that as of Sept. 22, 2015, he
beneficially owned 29,573,765 shares of common stock of
Guided Therapeutics, Inc., which represents 11.12 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/89xvOV
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
For the year ended Dec. 31, 2014, the Company reported a net loss
attributable to common stockholders of $10.03 million on $65,000 of
contract and grant revenue compared to a net loss attributable to
common stockholders of $10.39 million on $820,000 of contract and
grant revenue in 2013.
As of June 30, 2015, the Company had $4 million in total assets,
$6.7 million in total liabilities and a stockholders' deficit of
$2.7 million.
HIS LIGHTHOUSE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: HIS Lighthouse LLC
5714 Enchanted Timbers, LLC
Humble, TX 77346
Case No.: 15-35337
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: October 6, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtor's Counsel: Reese W Baker, Esq.
BAKER & ASSOCIATES LLP
5151 Katy Freeway Ste 200
Houston, TX 77007
Tel: 713-869-9200
Fax: 713-869-9100
Email: courtdocs@bakerassociates.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Douglas Ashworth, managing director.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
HUNTER FAN: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hunter Fan Co. The outlook is stable.
"At the same time, we raised the issue-level rating on the $55
million second lien term loan to 'B-' from 'CCC+' and revised the
recovery rating to '5' from 6', indicating our anticipation of
modest (10% to 30%) recovery in the event of payment default. Our
recovery expectations are in the lower half of the 10% to 30%
range. We also affirmed our 'BB-' issue level rating and '1'
recovery rating on Hunter's $100 million first lien term loan due
2017. The '1' recovery rating indicates our anticipation of very
high (90% to 100%) recovery in the event of a payment default."
"We estimate that Hunter's adjusted debt outstanding as of June 30,
2015, was approximately $166.8 million."
"The revised recovery and issue-level ratings on the $55 million
second lien reflect improved recovery prospects for lenders based
on debt prepayment on the first lien term loan."
"Our ratings on Hunter fan reflect the company's ownership by a
financial sponsor, its narrow focus on and the discretionary nature
of demand for ceiling fans, as well as significant customer and
geographic concentration with over 90% of net sales in the U.S.,"
said Standard & Poor's credit analyst Beverly Correa. "The ratings
also reflect the company's leading market share as a result of its
longstanding relationships with customers and brand recognition of
the Hunter and Casablanca brands," added Ms. Correa."
Hunter fan is a manufacturer and distributor of ceiling fans and
accessories sold predominately through showrooms and
home-improvement stores, such as Home Depot and Lowe's. "We also
believe the company is susceptible to reduced consumer
discretionary spending during economic downturns. In our view the
company is vulnerable to home repair and remodeling trends although
we recognize that favorable near-term trends in the housing and
repair and remodeling markets should support ceiling fan sales
domestically. Hunter Fan also has significant customer
concentration, with the top three customers accounting for a
significant portion of net sales in 2015. In our view, high
customer concentration weakens Hunter's bargaining power and could
adversely impact financial performance should it lose a key
customer."
"The ratings on Hunter Fan are constrained by its majority
ownership by a financial sponsor. This is because financial
sponsors typically dictate aggressive financial policies,
specifically adding significant amounts of debt to its sponsor
companies to fund large distributions or make acquisitions. As a
result, although Hunter Fan's credit ratios are presently at levels
consistent with a higher rating, absent information to the contrary
(such as a large reduction in the sponsors' ownership stake), we
would expect the financial sponsor's aggressive financial policies
to ultimately result in a re-leveraging of the balance sheet."
JC PENNEY: May Refinance After Meeting Profit Goals
---------------------------------------------------
Laura J. Keller, writing for Bloomberg News, reported that J.C.
Penney Co. Chairman Mike Ullman said the department-store chain may
refinance some of its $5.23 billion in debt after reaching profit
goals.
According to the report, Mr. Ullman said the Turnaround Management
Association's annual conference in Scottsdale, Arizona, that the
retailer expects to increase earnings before interest, taxes,
depreciation and amortization to $1.2 billion by 2017. Mr. Ullman,
reinstated as J.C. Penney's chief executive officer in 2013,
stabilized the company by raising cash and undoing much of
predecessor Ron Johnson's failed attempt to transform the retailer,
the report noted.
About J.C. Penney
J.C. Penney Company, Inc., is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.
The Troubled Company Reporter, on Feb. 27, 2015, citing The Wall
Street Journal, reported that J.C. Penney posted a surprise loss
for the holiday quarter as operating expenses ticked up, though the
department-store operator reported stronger-than-expected sales
growth. According to the Journal, shares dropped on Feb. 26 nearly
10% to $8.24 in after-hours trading as the company warned it
expects its free cash flow to be flat in the recently started
business year.
* * *
The TCR, on Aug. 31, 2015, reported that Fitch Ratings has upgraded
the Issuer Default Ratings (IDRs) of
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'B-'
from 'CCC'. The Rating Outlook is Stable.
"A pathway to $1 billion in EBITDA: J.C. Penney has demonstrated a
meaningful turnaround in its business over the last seven quarters
and Fitch expects the company to generate EBITDA of approximately
$650 million in 2015 (which adds back approximately $40 million in
non-cash stock-based compensation) versus $277 million in 2014.
Our
expectations are based on 4% comparable store sales (comps)
growth,
gross margin of approximately 36%, and further selling, general
and
administrative (SG&A) reduction of approximately $120 million.
The
upgrade reflects increased confidence in J.C. Penney's ability to
improve EBITDA to the $800 million range in 2016 and move towards
$1 billion in 2017," Fitch said.
On July 2, 2015, the TCR reported that Moody's Investors Service
revised J.C. Penney Company, Inc.'s
rating outlook to positive from stable. Moody's also affirmed the
company's Caa1 Corporate Family Rating, and raised the company's
Speculative Grade Liquidity rating to SGL-1 from SGL-2. All
ratings are affirmed.
"The rating outlook revision to positive from stable reflects
Moody's view that JC Penney's operating performance has shown
signs
of improvement as a result of better merchandising, cost controls,
and integration of its online business" said Moody's Vice
President
Scott Tuhy. He added, "we have seen positive momentum building
for
the company to achieve $700 to $800 million of adjusted EBITDA, a
level in which earnings would fully cover cash flow and interest".
The upgrade in the Speculative Grade Liquidity rating primarily
reflects the company's improved operating performance as we expect
free cash flow to be near break-even levels and the company's
meaningful cash balances are sufficient to cover expected seasonal
working capital needs.
LIQUIDMETAL TECHNOLOGIES: Amends D&O Indemnification Agreements
---------------------------------------------------------------
Liquidmetal Technologies, Inc., adopted a new form of
indemnification agreement to be entered into by new directors and
officers and current directors and officers who have not signed the
Company's existing form of indemnification agreement.
The New Indemnification Agreement supplements the Company's
existing form of indemnification agreement, its bylaws and Delaware
law in providing certain indemnification rights to the Company's
directors and officers. The New Indemnification Agreement
provides, among other things, that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware
law (and to any greater extent that Delaware law may in the future
permit). The New Indemnification Agreement provides procedures for
the determination of a director's and/or officer's right to receive
indemnification and the advancement of expenses. Subject to the
express terms of the New Indemnification Agreement, the Company's
obligations under the New Indemnification Agreement continue even
after a covered party ceases to be a director and/or officer of the
Company.
In connection with the appointment of Mr. Walter Weyler to the
Board of Directors) of the Company, the Company entered into the
New Indemnification Agreement with Mr. Weyler on Sept. 30, 2015.
About Liquidmetal Technologies
Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries. The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.
Liquidmetal Technologies reported a net loss and comprehensive loss
of of $6.55 million on $603,000 of total revenues for the year
ended Dec. 31, 2014, compared to a net loss and comprehensive loss
of $14.2 million on $1.02 million of total revenue in 2013.
As of June 30, 2015, the Company had $9.5 million in total assets,
$3.9 million in total liabilities and $5.5 million in total
stockholders' equity.
SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit. This raises substantial doubt about the
Company's ability to continue as a going concern.
LIQUIDMETAL TECHNOLOGIES: Board Amends Bylaws
---------------------------------------------
The Board of Directors of Liquidmetal Technologies, Inc., amended
and restated the Company's bylaws, as amended, effective as of,
Sept. 30, 2015, to include:
(1) the adoption of procedures governing the submission of
proposals by one or more stockholders for consideration by
stockholders of the Company at stockholders meetings;
(2) the adoption of procedures governing the nomination by one
or more stockholders of candidates for election to the
Board;
(3) mandated disclosures regarding any such stockholder
proposal or nominee;
(4) the reservation of the power to call a special meeting of
the stockholders to the Board alone;
(5) the designation of the Delaware Chancery Court as the
exclusive forum for disputes; and
(6) provisions regarding the stockholder vote required to
amend certain designated bylaws.
About Liquidmetal Technologies
Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries. The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.
Liquidmetal Technologies reported a net loss and comprehensive loss
of of $6.55 million on $603,000 of total revenues for the year
ended Dec. 31, 2014, compared to a net loss and comprehensive loss
of $14.2 million on $1.02 million of total revenue in 2013.
As of June 30, 2015, the Company had $9.5 million in total assets,
$3.9 million in total liabilities and $5.5 million in total
stockholders' equity.
SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit. This raises substantial doubt about the
Company's ability to continue as a going concern.
MIDSTATES PETROLEUM: Eagle Holdings Has 31.6% Stake as of Oct. 1
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, R/C IV Eagle Holdings, L.P., Riverstone/Carlyle Energy
Partners IV, L.P. and R/C Energy GP IV, LLC disclosed that as of
Oct. 1, 2015, they beneficially owned 3,472,376 shares of common
stock of Midstates Petroleum Company, Inc., which represents 31.6
percent based on 10,986,727 shares of common stock outstanding as
of Sept. 30, 2015.
On Oct. 1, 2015, Eagle Holdings sold an aggregate of 30,889 shares
of Common Stock in open market transactions at a weighted average
price of $5.94 per share pursuant to Rule 144. On Oct. 2, 2015,
Eagle Holdings sold an aggregate of 38,400 shares of Common Stock
in open market transactions at a weighted average price of $5.73
pursuant to Rule 144.
A copy of the regulatory filing is available for free at:
http://is.gd/xySdnv
About Midstates Petroleum Company
Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.
Midstates reported net income of $117 million on $794 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $344 million on $470 million of total revenues for the year
ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $2.47 billion in total assets,
$2 billion in total liabilities and $466 million in total
stockholders' equity.
The Company's independent auditor, Deloittee & Touche LLP, in
Houston, Texas, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that Midstates' projected debt covenant violation and
resulting lack of liquidity raise substantial doubt about its
ability to continue as a going concern.
* * *
Midstates Petroleum carries a 'B' corporate credit rating from
Standard & Poor's Ratings Services.
As reported by the TCR on April 8, 2013, Moody's Investors Service
affirmed Midstates Petroleum's 'B3' Corporate Family Rating.
MIDWAY GOLD: Cooley LLP Approved as Counsel for Creditors' Panel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Midway Gold US Inc., et al., to retain Cooley LLP as its
counsel nunc pro tunc to July 2, 2015.
Ronald P. Matley, chairperson of the Committee, told the Court that
Cooley has advised the Committee that it intends to apply to the
Court for compensation and reimbursement of expenses.
The hourly rates of the Cooley professionals anticipated to be
primarily staffed on the matter are:
Attorney Status Standard Rate
-------- ------ -------------
Jeffrey L. Cohen Partner $785
Seth Van Aalten Associate $755
Matthew J. Leary Associate $755
Robert Winning Associate $655
Jeremy H. Rothstein Associate $470
Mollie Canby Paralegal $210
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: Has Authority to Implement Non-Insider Employees KERP
------------------------------------------------------------------
Judge Michael E. Romero of the United States Bankruptcy Court for
the District of Colorado signed off an order authorizing Midway
Gold US, Inc., et al., to implement a Key Employee Retention Plan
for non-insider employees.
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.
Pursuant to the Order, the Debtor is authorized but not directed,
to implement the KERP for the benefit of the seven Key Employees
and to take all necessary or appropriate actions in doing so and to
otherwise effectuate the relief granted.
The Debtors may modify the terms of the KERP in consultation with
their Secured Lenders and the Committee, solely to (i) provide for
the payment of any lesser amount to a particular Key Employee, or
(ii) make minor adjustments to the timing of the payment to a
particular Key Employee, in each case without further order of the
Court. In the event that the Debtors determine, in their
discretion, that cause exists to terminate a Key Employee, the
Debtors will notify the Key Employee in writing of the basis for
and the effective date of the termination. That the determination
of cause is in the discretion of the Debtors. The Debtors and the
Key Employee will use their best efforts to resolve the dispute,
which resolution may include, in the discretion of the Debtors, the
ability to pay a lesser amount to the Key Employee than originally
provided for under the KERP. If a resolution cannot be reached
within ten business days of the Notice Date, the Key Employee must
file a written objection with respect to the termination for cause
with the Court within ten business days of the Resolution Date. In
that event, the Debtors will not be authorized to pay any amount to
the Key Employee until the dispute is resolved by a final
non-appealable order entered by the Court or as otherwise settled
by the parties with the approval of the Court.
Payments required to be made to a Key Employee under the KERP will
be senior in priority to all payment obligations currently due and
owing or that may become due and owing to any of the Secured
Lenders, whether on account of the Senior Secured Obligations, the
Subordinate Secured Obligations, the Adequate Protection
Obligations (if any), and any other obligations that may arise in
connection with the use of cash collateral or the extension of
postpetition financing by any of the Secured Lenders.
Patrick S. Layng, United States Trustee for Region 19, objected to
the Debtor's motion, complaining that the Debtors failed to provide
adequate disclosures, and given the lack of transparency, may not
afford adequate due process. Further, the U.S. Trustee complained
that the Debtors did not disclose the identity of the proposed
incentive payment recipients, nor the amount of those payments, nor
how those payments were calculated, nor the specifics of why each
particular employee was selected to receive the payments. The KERP
Motion further does not provide sufficient information about the
recipients to allow an independent evaluation of whether these
individuals are actually non-insiders or not, the U.S. Trustee
asserted.
Midway Gold US Inc., et al., 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, CO 80264
Tel: (303) 296-1999
Fax: (303) 296-7600
Email: dvw@sendwass.com
Patrick S. Layng, United States Trustee is represented by:
Gregory M. Garvin, Esq.
Leo M. Weiss, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
1961 Stout Street, Suite 12-200
Denver, CO 80294
Tel: (303) 312-7244
Fax: (303) 312-7259
Email: Leo.M.Weiss@usdoj.gov
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.
MORGANS HOTEL: Unit Settles Mortgage Lenders Suit for $10-Mil.
--------------------------------------------------------------
Morgans Hotel Group Management LLC, an affiliate of Morgans Hotel
Group Co., entered into a settlement agreement in connection with a
litigation that Morgans had previously filed in the Supreme Court
of the State of New York against the mortgage lenders to the
Mondrian SoHo debt and the current owner of the hotel formerly
known as Mondrian SoHo. The agreement resolves the litigation,
which will be dismissed in exchange for the $10 million payment
made to Morgans on Oct. 2, 2015, according to a regulatory filing
with the Securities and Exchange Commission.
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
Morgans Hotel reported a net loss attributable to common
stockholders of $66.6 million on $235 million of total revenues for
the year ended Dec. 31, 2014, compared with a net loss attributable
to common stockholders of $58.5 million on $236 million of total
revenues during the prior year.
As of June 30, 2015, Morgans Hotel had $521 million in total
assets, $772 million in total liabilities, and a $252 million total
deficit.
NATIONWIDE PHARMASSIST: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nationwide PharmAssist Corp.
1471 SW 30th Ave, Unit 2
Deerfield Beach, FL 33442
Case No.: 15-27804
Chapter 11 Petition Date: October 6, 2015
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Hon. Raymond B Ray
Debtor's Counsel: Bradley S Shraiberg, Esq.
SHRAIBERG, FERRARA, & LANDAU P.A.
2385 NW Executive Center Dr. #300
Boca Raton, FL 33431
Tel: (561) 443-0801
Fax: (561) 998-0047
Email: bshraiberg@sfl-pa.com
Total Assets: $82,700
Total Liabilities: $2.06 million
The petition was signed by Frederick Schlosser, chief restructuring
officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-27804.pdf
NEPHROS INC: Lambda Investors Has 63% Stake as of Sept. 29
----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Lambda Investors LLC disclosed that as of Sept. 29,
2015, it beneficially owned 29,800,424 shares of common stock of
Nephros, Inc., which represents 63 percent of the shares
outstanding.
On Dec. 18, 2014, Lambda and Wexford Capital exercised certain
subscription rights certificates received pursuant to a rights
offering with the Company. Lambda received 3,303,808 shares of
Common Stock at a purchase price of $0.60 per share for a cost of
$1,982,284. Wexford Capital received 14,853 shares of Common Stock
at a purchase price of $0.60 per share for a cost of $8,911.
Additionally, the Company, as per the August 2014 Promissory Note,
extended all the warrants held by Lambda to expire five years from
the anniversary of the closing of the August 2014 Rights Offering.
Therefore, all of the warrants were extended to expire on Dec. 18,
2019.
On Sept. 29, 2015, the Company entered into a Warrant Amendment and
Exercise Agreement with Lambda. Pursuant to the Amendment, the
Company agreed to reduce the current exercise price of the Class D
Warrant issued to Lambda on Nov. 14, 2007, representing the right
to purchase 11,742,100 shares of the Company's common stock by 50%,
to $0.15 per share, in exchange for Lambda's agreement to exercise
such Warrant in its entirety. Upon exercise of the Warrant, the
Company issued 11,742,100 shares of common stock to Lambda and
received $1,761,315 in cash proceeds from Lambda.
A copy of the regulatory filing is available for free at:
http://is.gd/J1i7yI
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $3.4 million in total assets,
$9.3 million in total liabilities and a stockholders' deficit of
$5.9 million.
Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NEW YORK CITY OPERA: Creditors Back Revival Plan
------------------------------------------------
Michael Cooper, writing for The New York Times' DealBook, reported
that one of the groups hoping to revive the bankrupt New York City
Opera has won the backing of an important constituency: the
creditors who are owed money in the bankruptcy case.
According to the report, the group -- which is called NYCO
Renaissance and is led by Roy G. Niederhoffer, an investment
manager, and Michael Capasso, an opera producer -- was joined by
the official committee of unsecured creditors in the case, in a
proposal to reorganize City Opera that was filed on Oct. 5 in
United States Bankruptcy Court for the Southern District of New
York. The filing said that their plan was "in the best interests
of the debtor's estate and creditors," the DealBook related.
A rival group called New Vision for NYC Opera, led by Gene Kaufman,
an architect, is moving forward with its efforts to revive City
Opera, the report said.
About New York City Opera
New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013. Created 70
years ago, the company was once dubbed "the people's opera" by
Mayor Fiorello LaGuardia, and was a breeding ground for young
talent that included Beverly Sills and Placido Domingo.
The Opera estimated between $1 million and $10 million in both
assets and debt.
The petition was signed by George Steel, general manager and
artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP
serves as special counsel.
NRG YIELD: Moody's Cuts CFR to Ba2 & Sr. Unsecured Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded NRG Yield's (NYLD) corporate
family rating (CFR) and senior unsecured rating to Ba2 from Ba1 and
probability of default rating (PD) to Ba2-PD from Ba1-PD. The
rating outlook is stable. The downgrade primarily reflects the lack
of access to the equity markets due to a large decline (~30%) in
its stock price in recent months. The inability to issue equity
creates uncertainty regarding the company's financial strategy
going forward. The downgrade also considers the higher than
expected cash flow volatility from its portfolio in first half of
2015 driven by a major outage at one of its natural gas generation
facilities and the low wind generation resources in the first half
of 2015.
This rating action concludes the review of NYLD's ratings initiated
on September 24, 2015.
RATING RATIONALE
NYLD's Ba2 CFR and Ba2 senior unsecured ratings reflect the
recently volatile cash generation of its power project portfolio
that we expect to stabilize in 2016, high debt leverage, and the
uncertainty over its financial strategy created by the ongoing lack
of access to the equity market.
Despite these adverse developments, we view all three segments of
NYLD's portfolio: renewable, gas and thermal, as having a low
business risk profile. Cash flow diversity is strong, with slightly
more than half coming from renewable projects. However, there is
geographic concentration, with about 70% of cash flow being
generated from projects in California.
The debt leverage to cash flow is high. We project the consolidated
debt to EBITDA to be in the low 6x range while CFO Pre-WC/debt will
be slightly above 10% in 2016. Full year results for 2015 are
likely to be significantly worse, however, with consolidated debt
to EBITDA at around 8x and CFO Pre-WC/debt between 7% and 8%,
largely due to a gas plant outage and low wind conditions in
California.
Due to the dramatic fall in the stock price of NYLD as well other
yieldcos, NYLD currently does not have access to the capital
markets in order to issue more equity. We view this as a credit
negative development because, without access to the equity market,
the yieldco will not function as it is designed. As a result, the
management may be motivated to modify its financial strategy to
enhance shareholder value, which could have an adverse effect on
the credit quality of the rated bonds.
Liquidity
NYLD has good liquidity, as reflected in its SGL-2 speculative
grade liquidity rating. It has a modest amount of capital
expenditures over the near term and is expected to generate strong
free cash flow in 2016, which we estimate to be more than $100
million.
As of 30 June 2015, the company had $281 million of cash on hand
and a $495 million revolving credit facility with $196 million
unused. The unused portion of the credit facility is likely to have
increased by $190 million in July 2015 when the company received
proceeds from the issuance of 2020 convertible notes and the Class
C common stock, both completed on 29 June 2015.
If the equity markets continue to be inaccessible, NYLD is likely
to use cash on hand and its revolving credit facility to fund
acquisitions or additional asset drop downs from NRG, the key
reason its speculative grade liquidity rating was downgraded to
SGL-2 from SGL-1 on 24 September 2015. We expect NYLD to have
enough liquidity to fund drop downs to 2018 while maintaining its
dividend growth guidance of 15% per annum.
Outlook
NYLD's stable outlook reflects its projected stable cash flow and
the diversity among individual projects. NYLD plans to continue
with its asset acquisition strategy with or with access to the
equity markets. The stable outlook incorporates our expectation
that NYLD will finance these acquisitions in a way that does not
significantly increase leverage or worsen liquidity.
What could change the rating up
An upgrade is unlikely given the uncertainty created by the
volatile equity market and limited upside to cash flow.
What could change the rating down
A negative rating action could occur should the company's
consolidated debt to EBITDA metric be sustained at above 7.5x, or
if CFO Pre-W/C to debt remains in the single digits or worse, or if
the cash flow from its projects proves to be more volatile than our
expectations. A downgrade can also occur should the company modify
its financing strategy in a way that hurts credit quality, such as
by using additional leverage to finance growth.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
2014.
OAS FINANCE: Liquidators Defend Chapter 15 Filing
-------------------------------------------------
Marcus Allender Wide and Mark T. McDonald, joint provisional
liquidators for OAS Finance Limited, responded to OAS S.A.'s
objection to the Chapter 15 petition filed by the liquidators.
OAS S.A. objected to the Chapter 15 petition seeking recognition of
OAS Finance's liquidation proceeding before the Eastern Caribbean
Supreme Court, High Court of Justice - Commercial Division, British
Virgin Islands. According to OAS S.A., the JPL Chapter 15 Petition
must be denied because it is premised upon Aurelius and Alden's
attempts to manipulate the "center of main interests" of OAS
Finance.
The Joint Liquidators argue that the Official Form Petition stated
that certain creditors of finance decided that their interest could
be best protected in a proceeding overseen by independent
fiduciaries acting for the collective benefit of Finance's
creditors.
As reported by the Troubled Company Reporter on June 15, 2015,
OAS Finance Limited was granted provisional relief by a U.S.
bankruptcy court where it filed for Chapter 15 protection.
The order, issued by Judge Stuart Bernstein of U.S. Bankruptcy
Court for the Southern District of New York, temporarily restrains
creditors from taking actions against OAS Finance's assets located
in the United States.
Chapter 15 of the Bankruptcy Code, which shields U.S. assets of
insolvent companies overseas, authorizes bankruptcy courts to grant
provisional relief to foreign representatives during the period
preceding recognition of a foreign proceeding.
About OAS Finance
The OAS Group is among the largest and most experienced
infrastructure companies in Brazil, focusing on heavy engineering
and equity investments in infrastructure projects located in and
outside Brazil and abroad for both public and private clients. The
OAS Group provides services in 22 countries in Latin America, the
Caribbean and Africa. OAS Finance, a member of the OAS Group, is
a
special purpose vehicle, the sole purpose of which was to raise
financing through the international capital markets to be loaned
to
other members of the OAS Group.
Based in Sao Paulo, Brazil, OAS S.A. is the holding company at the
apex of the OAS Group. Its share capital is divided between CMP
Participacoes Ltda. (owned by Mr. Cesar de Araujo Mata Pires),
which has a 90% stake, and LP Participacoes e Engenharia Ltda
(owned by Mr. Jose Adelmario Pinheiro Filho, which has a 10%
stake.
Amid an investigation into alleged corruption and money
laundering, and missed interest payments, OAS S.A. and its
affiliates Construtora OAS S.A., OAS Investments GmbH, and OAS
Finance Limited on March 31, 2015, commenced judicial
reorganization proceedings before the First Specialized Bankruptcy
Court of Sao Paulo pursuant to Federal Law No. 11.101 of February
9, 2005 of the laws of the Federative Republic of Brazil. On
April
1, 2015, the Brazilian Court entered an order approving the
continuation of the joint reorganization proceedings for the
Debtors.
On April 15, 2015, OAS S.A., et al., filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-10937) in Manhattan,
in the United States to seek U.S. recognition of the Brazilian
proceedings. Renato Fermiano Tavares, as foreign representative,
signed the petitions. The cases are assigned to Judge Stuart M.
Bernstein. White & Case, LLP, serves as counsel in the U.S.
cases.
OAS S.A. listed at least US$1 billion in assets and liabilities.
On April 16, 2015, at the behest of a group of creditors, the
Eastern Caribbean Supreme Court, High Court of Justice Commercial
Division, British Virgin Islands, issued an order placing OAS
Finance into provisional liquidation and appointing Marcus
Allender
Wide and Mark T. McDonald as OAS Finance's joint
provisional liquidators.
Messrs. Wide and McDonald on May 18, 2015, submitted a Chapter 15
bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-11304) in
Manhattan to seek U.S. recognition of the BVI proceeding. Andrew
Rosenblatt, Esq., at Chadbourne & Parke LLP, serve as counsel in
the new U.S. case. OAS Finance is estimated to have US$500
million
to US$1 billion in assets and debt.
ORLANDO GATEWAY: Good Sues to Subordinate Nilhan Financial's Claim
------------------------------------------------------------------
Good Gateway, LLC, and SEG Gateway, LLC have commenced in the U.S.
Bankruptcy Court for the Middle District of Florida an adversary
proceeding against Nilhan Financial, LLC, an entity related to
debtors Orlando Gateway Partners, LLC, and Nilhan Hospitality,
LLC.
Good Gateway and SEG seek to: (i) subordinate Nilhan Financial's
secured claim (Proof of Claim No. 10) that arises out of a note and
mortgage originally made by Georgian Bank to the Debtor, pursuant
to 11 U.S.C. Sec. 510(c) to the level of equity; (ii)
recharacterize the Claim as capital contributions to OGP; and (iii)
object to the Claim.
Nilhan Financial holds a mortgage on the OGP Property and a
security interest in the rents collected from the tenants. Nilhan
Financial is allegedly owed approximately $34,000,000. Chittranjan
K. Thakkar is the principal and/or representative of both the
Debtors and Nilhan Financial.
Counsel to the plaintiffs, Mariane L. Dorris, Esq., at Latham,
Shuker, Eden & Beaudine, LLP, asserts that Nilhan Financial is an
insider and in de facto control of OGP. She points out that Nilhan
Financial has exerted so much control over the decision-making
processes of OGP such that Nilhan Financial has dominated the free
will of OGP and should be held accountable as a fiduciary.
Ms. Doris also argues that the Claim should be recharacterized as
equity the funds acquired in the name of OGP through the note and
mortgage made by Georgian Bank were not all utilized for the
benefit of OGP, but rather were also used for the benefit of
Thakkar and his non-debtor entities.
Moreover, Ms. Doris contends that the Bankruptcy Court should enter
a declaratory judgment relating to the validity, priority, or
extent of Nilhan Financial's lien on the OGP Property. She points
out that Nilhan Financial did not bring an action to foreclose its
mortgage lien on the OGP Property by Nov. 14, 2013, thus pursuant
to Florida Statute Sec. 95.281(1)(a), the mortgage lien is
terminated.
A copy of the Complaint is available for free at:
http://bankrupt.com/misc/Orlando_G_70_Suit_GG_vs_Nilhan_F.pdf
* * *
Prepetition, Good Gateway and SEG had won $12 million judgments in
a state court lawsuit filed against the Thakkar and the Debtors but
a sheriff's sale of the assets was stayed by the bankruptcy filing
of the Debtors.
Good Gateway and SEG have proposed a reorganization plan for
debtors Nilhan Hospitality and Orlando Gateway Partners that will
let real estate developer Carson Good take 100% of the ownership
and control of the Debtors' properties from current owner
Chittranjan Thakkar in exchange for funding all plan payments.
Mr. Good, a commercial real estate developer, controls Good Gateway
and SEG.
Good Gateway and SEG's attorneys can be reached at:
R. Scott Shuker, Esq.
Mariane L. Dorris, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
111 N. Magnolia Avenue, Suite 1400
Orlando, Florida 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
About Orlando Gateway
Nilhan Hospitality, LLC, owns approximately 15.75 acres of
commercial real estate located near the Orlando International
Airport on the West side of South Semoran Boulevard and North of
the State Road 528/The Beachline Expressway. One parcel
(approximately 7.27 acres) has been partially developed as and has
two buildings located at 5463 Gateway Village Circle and 5475
Gateway Village Circle, which are approximately 15,000 square feet
in size.
Orlando Gateway Partners, LLC, owns approximately 47.95 acres of
commercial real estate located near the Orlando International
Airport on the West side of South Semoran Boulevard and North of
the State Road 528/The Beachline Expressway. The property is
comprised of four separate parcels, one parcel (approximately 17
acres) has been partially developed and a portion of it is leased
to Sixt Rent-A-Car, LLC. The second parcel (approximately .14
acres) is rented to Clear Channel Worldwide and contains a
billboard. The remaining two parcels (approximately 10.75 and 20.10
acres respectively) are vacant.
Nilhan Hospitality and Orlando Gateway and related entities have
been involved in extensive litigation with Good Gateway, LLC, SEG
Gateway, LLC and other parties since 2009. In October 2014,
separate judgments were entered in favor of SEG and Good Gateway.
To prevent the assets from being sold at judicial foreclosure
sales, Nilhan Hospitality and Orlando Gateway Partners commenced
Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.15-03447 and
15-03448, respectively) in Orlando, Florida on April 20, 2015.
Chittranjan "Chuck" Thakkar owns 70% of the Nilhan's outstanding
membership interests, and indirectly owns and controls OGP.
Thakkar, as manager, signed the bankruptcy petitions.
Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt while Orlando Gateway estimated
at least $10 million in assets and debt.
The Debtors are represented by Kenneth D Herron, Jr., Esq.,
at Wolff, Hill, McFarlin & Herron, P.A.
* * *
The Debtors, with the consent of Good Gateway and SEG, have won
from the Bankruptcy Court an order lifting the automatic stay to
allow their appeals of the judgments to go forward.
On June 8, 2015, the U.S. Trustee filed a motion to dismiss or
convert to Chapter 7 the Debtors' bankruptcy cases. On June 15,
2015, the Good Gateway and SEG file a motion to appoint a Chapter
11 trustee for the Debtors. On June 16, 2015, the Debtors filed
their Application to Retain Larry S. Hyman, CPA, as Restructuring
Advisor and Chief Restructuring Officer. Following mediation, the
parties agreed that (i) the Debtors would withdraw the Hyman
Application; (ii) the Trustee motions would be withdrawn, and the
(iii) the Debtors would file an application to employ Tery Soifer
as CRO.
On Aug. 12, 2015, the Court entered an order denying the motion to
dismiss the Chapter 11 cases. The Court also entered an order
terminating the Debtors' exclusive periods to propose a Chapter 11
plan as of July 31, 2015.
Three competing plans have so far been filed in the Chapter 11
cases by: (1) the Debtors, (ii) Good Gateway and SEG, and (iii)
secured creditor SummitBridge National Investments IV LLC.
PALM BEACH PORT: Moody's Hikes Senior Rating From Ba1
-----------------------------------------------------
Moody's Investors Service, Inc. upgraded to Baa3 from Ba1 the Palm
Beach Port District's (FL) senior rating and revised outlook to
stable from positive. The district has about $30 million of parity
senior debt outstanding.
SUMMARY RATING RATIONALE
The upgrade to Baa3 recognizes the port's sustained financial
improvement due to successful contract renewals with its largest
customers. The improved margins experienced over the last four
fiscal years are expected to continue in the medium-term, supported
by tenant minimum annual revenue guarantee that improve the port's
cash flow predictability.
The Baa3 rating reflects the niche port's small size and
concentrated operations, with the majority of revenues derived from
a few tenants and commodities; exposure to the highly competitive
market in southern Florida and the economically sensitive cruise
industry. These fundamental aspects of the port's operating profile
illustrate the need for strong liquidity and strategic capital
investment to attract and maintain a diversity of tenants to
balance an expectation of future volatility during weak economic
cycles due to the small scale of operations.
OUTLOOK
The stable outlook reflects our view that the port will sustain its
financial performance in the medium-term given revenue guarantees
under long-term customer contracts, despite exposure to
economically sensitive business partners and trade routes within a
highly competitive market.
WHAT COULD MAKE THE RATING GO UP
-- The rating is well positioned within its rating category.
-- Unlikely to move up absent a material change in the port's
fundamental profile that notably reduces customer
concentration.
WHAT COULD MAKE THE RATING GO DOWN
-- A deterioration in the port's market position with the loss
of a large tenant that is not immediately replaced.
-- A decline in financial position with liquidity below 250 days
cash on hand and debt service coverage near the rate
covenant.
-- Inability to continue to diversify revenue sources to
compensate for large swings in operating performance.
OBLIGOR PROFILE
Palm Beach Port District is an independent special taxing district
and a political sub-division of the state of Florida located in
Palm Beach County. The district was created and established in 1915
and covers an area of 971 square miles. The district is one of
Florida's 14 deep-water ports and handles containerized cargo,
breakbulk, liquid and dry bulk cargo, as well as multi-day and
single-day cruise operations.
The district has the statutory authority to levy up to $200,000 of
ad valorem taxes every year on all taxable property within the
district. The taxes can be used to pay operating and maintenance
expenses as well as capital improvement costs. The district has not
levied any taxes since FY 1975.
LEGAL SECURITY
The bonds are secured by a pledge of the Port's gross revenues.
Additional security is provided by a rate covenant requiring net
revenues to be 125% of Maximum Annual Debt Service (MADS) when
including recurring operating grants or 110% of MADS if there are
no recurring operating grants; an additional bonds test requiring
net revenues in 12 consecutive of the past 24 months to be 125% of
MADS to issue additional debt; and a cash funded debt service
reserve fund (DSRF) at the lesser of the standard 3-pronged test.
Of note, the port did not meet its 110% rate covenant in both FY
2008 and FY 2009.
PATRIOT COAL: Has $50-Mil. Cleanup Deal with West Virginia DEP
--------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Patriot Coal Corp. and state regulators overseeing its West
Virginia mines on Oct. 6 struck a deal that provides $50 million to
cover cleanup costs and resolves a sticking point to the coal
company's efforts to move forward with its debt-payment plan.
According to the report, the deal announced on Oct. 6 would see
Patriot post $12.5 million in cash to assure its performance of
land-reclamation and water-treatment obligations in West Virginia.
Another $7.5 million would come from one of Patriot's proposed
buyers, Blackhawk Mining LLC, while the remaining $30 million would
come from the cash generated by Patriot's Federal mining complex
under the ownership of its proposed buyer, an affiliate of the
nonprofit Virginia Conservation Legacy Fund, the report related.
The Journal noted that West Virginia Department of Environmental
Protection had been one of the more-vocal opponents of Patriot's
debt-payment plan, which is tied to the sale of its mines to new
owners. The state regulator had feared that even with a successful
sale, there wouldn't be enough funds to cover Patriot's current and
future environmental obligations tied to the mines, the Journal
related.
About Patriot Coal
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in
West Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter
11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond,
Virginia, on May 12, 2015. The cases are assigned to Judge Keith
L. Phillips.
Patriot Coal estimated more than $1 billion in assets and debt.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors. The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner
& Beran, PLC, as its local counsel. Jefferies LLC serves as its
investment banker.
* * *
Patriot Coal on Sept. 22, 2015, announced that, following a
competitive auction, it is proceeding with a transaction to sell a
substantial majority of its operating assets to Blackhawk Mining,
LLC.
POSITRON CORP: Yuri Perevalov Quits as Director
-----------------------------------------------
Yuri Perevalov resigned as a member of the Board of Directors of
Positron Corporation effective Sept. 21, 2015, according to a
regulatory filing with the Securities and Exchange Commission. That
resignation was not due to a disagreement with the Company on any
matter relating to the Company's operations, policies or practice.
About Positron Corporation
Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.
Positron reported a net loss of $2.58 million on $1.46 million of
sales for the year ended Dec. 31, 2014, compared to a net loss of
$7.1 million on $1.63 million of sales for the year ended Dec. 31,
2013.
As of June 30, 2015, the Company had $1.64 million in total assets,
$2.97 million in total liabilities and a stockholders' deficit of
$1.32 million.
Sassetti LLC, in Oak Park, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has a significant
accumulated deficit which raises substantial doubt about the
Company's ability to continue as a going concern.
REALOGY GROUP: Moody's Raises CFR to Ba3 & Rates Term Loan Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded certain of Realogy Group LLC's
credit ratings. The Corporate Family Rating ("CFR") was upgraded to
Ba3 from B1, the Probability of Default Rating ("PDR") to Ba3-PD
from B1-PD and the senior unsecured rating to B2 from B3. The
senior secured first lien rating was affirmed at Ba2 and the
speculative grade liquidity rating was affirmed at SGL-2. Moody's
also assigned Ba2 ratings to Realogy's proposed $750 million senior
secured first lien revolving credit facility due 2020 and $400
million senior secured first lien term loan due 2020. The ratings
outlook remains stable.
Realogy announced plans to replace its existing revolving credit
facility due 2018 with the proposed revolver and to repay in full
its existing senior secured notes due 2020, as well as pay related
fees, expenses and call premiums, with the proceeds of the proposed
term loan, cash and borrowings under the proposed revolver. The
ratings on the existing revolving credit facility and notes due
2020 will be withdrawn when they are repaid.
Issuer: Realogy Group LLC
Upgrades:
Corporate Family Rating (Local Currency), Upgraded to Ba3 from
B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Senior Unsecured, Upgraded to B2 (LGD5) from B3 (LGD5)
Affirmations:
Senior Secured 1st Lien, Affirmed Ba2 (down to LGD3 from LGD2)
Speculative Grade Liquidity Rating, Affirmed SGL-2
Assignments:
Senior Secured 1st Lien Revolving Credit Facility due 2020,
Assigned Ba2 (LGD3)
Senior Secured 1st Lien Term Loan due 2020, Assigned Ba2 (LGD3)
Outlook:
Outlook, Remains Stable
RATINGS RATIONALE
"Moody's expects Realogy to reduce its approximately $4.1 billion
of debt by as much as $1 billion over the next two years or so,"
noted Edmond DeForest, Moody's Senior Credit Officer. DeForest
added: "The company's announced plan to repay high fixed rate debt
with easily repaid revolving loans under an upsized revolver and an
amortizing term loan provides a roadmap for it to apply free cash
flow toward debt reduction."
The upgrade of the CFR to Ba3 reflects Moody's expectations for
approximately 5% annual revenue growth and stable 17% EBITA margins
to drive about $900 million of EBITDA (Moody's adjusted) and at
least $400 million of free cash flow. Debt to EBITDA of around 5.6
times as of June 30, 2015 is expected to approach 4 times in 2016.
Modest but balanced growth in existing residential home sale prices
and transactions in the markets where Realogy brokers have high
share should drive the revenue growth. However, Realogy's revenues
and profits remain volatile, cyclical and seasonal as they are
highly correlated to residential real estate market conditions. The
ratings are constrained by risks including lower than anticipated
inventory of for-sale existing homes, unexpected reversals in
recent supportive developments in residential mortgage finance
market reform and tepid U.S. economic growth.
The SGL-2 liquidity rating reflects good liquidity from the new
revolver, about $300 million of cash and expected free cash flow of
at least $400 million, which should be adequate to repay the $500
million of 3.375% senior unsecured notes maturing in May 1, 2016,
if these notes are not refinanced.
The affirmation of the senior secured first lien ratings reflects
the increase in the proportion of senior secured first lien
obligations in Realogy's debt capital structure after the proposed
transactions.
All financial metrics reflect Moody's standard adjustments.
The stable ratings outlook reflects Moody's anticipation that debt
to EBITDA will approach 4 times by the end of 2016 through EBITDA
growth and debt repayment while free cash flow to debt will be
maintained above 10%.
The ratings could be upgraded if Moody's expects debt to EBITDA to
be sustained below 4 times and EBITA to interest around 3 times
through some combination of rising existing unit home sales and
average prices or accelerated debt repayments. The ratings could be
downgraded if revenue growth stalls, or if free cash flow declines,
and Moody's anticipates debt to EBITDA will remain about 5 times or
free cash flow to debt will remain around 8%. Aggressive financial
policies including large debt financed acquisitions or diminished
liquidity could also lead to lower ratings.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
Realogy is a leading global provider of real estate and relocation
services. The company operates in four segments: real estate
franchise services, company owned real estate brokerage services,
relocation services and title and settlement services. The
franchise brand portfolio includes Century 21, Coldwell Banker,
Coldwell Banker Commercial, ERA, Sotheby's International Realty and
Better Homes and Gardens Real Estate. Moody's expects 2016 revenues
of over $6 billion.
REALOGY GROUP: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating, as well as all other ratings, on Madison,
N.J.-based Realogy Group LLC. The rating outlook is stable.
"At the same time, we assigned our 'BB' issue-level rating (one
notch above the corporate credit rating) with a '2' recovery rating
to Realogy Group LLC's proposed $750 million revolving credit
facility due 2020 and proposed $400 million term loan A due 2020.
The recovery rating reflects substantial (70% to 90%; upper half of
the range) recovery for lenders in the event of a payment default.
Realogy intends to use the proceeds, together with cash on hand, to
redeem its 7.625% first-lien notes and 9.0% first and a half lien
notes, both due 2020, and pay fees and expenses. Additionally, we
expect the company to use the proposed increased revolver capacity
and cash on hand to redeem its 3.375% senior unsecured notes when
they mature in May 2016."
"The rating affirmation reflects our expectation for operating
lease-adjusted debt to EBITDA to remain below 5x and funds from
operations (FFO) to total operating lease-adjusted debt to be above
12% through 2016," said Standard & Poor's credit analyst Carissa
Schreck.
"We expect the U.S. residential real estate market to continue to
improve and for Realogy to maintain reasonable cost control,
resulting in modest EBITDA growth through 2016. As a result, we
believe Realogy will improve operating lease-adjusted debt to
EBITDA to the 4x area (from around 5x in 2014) and FFO to total
lease-adjusted debt to the high-teens area (from around 13% in
2014) by the end of 2016, in line with the "aggressive" financial
risk profile assessment. Additionally, we expect the company to
continue to maintain strong liquidity in the form of cash balances,
revolver availability, and free cash flow generation to support
deleveraging through 2016. We could consider higher ratings over
the next year if we believe the company will sustain
operating-lease adjusted debt to EBITDA below 4x and FFO to total
debt above 20% over the longer term."
"The stable rating outlook reflects our belief that the U.S.
residential real estate market will continue to improve, and that
Realogy can sustain operating lease-adjusted debt to EBITDA below
5x and FFO to total lease-adjusted debt above 12% through 2016. We
expect Realogy to improve EBITDA coverage of interest expense to
the high-4x area and to maintain a strong liquidity profile through
cash balances, revolver availability, and free operating cash flow
through 2016, which also support the outlook."
"We could lower the rating if operating performance meaningfully
underperforms our expectation and we believe the company will
sustain operating lease-adjusted debt to EBITDA higher than 5x and
FFO to total operating lease-adjusted debt below 12%."
"We could upgrade the company one notch if we believe Realogy can
sustain operating lease-adjusted debt to EBITDA below 4x and FFO to
total operating lease-adjusted debt above 20%."
RENTPATH LLC: Moody's Lowers CFR to B3, Outlook Changed to Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded RentPath, LLC's corporate
family rating to B3 from B2 and the revolver and first lien term
loan rating to B2 from B1. The second lien term loan rating was
downgraded to Caa2 from Caa1. The outlook was changed to negative
from stable.
The downgrade reflects the heightened competitive environment in
the digital apartment rental market that has led to substantially
higher marketing spend and reduced growth rates. As a result, we
expect EBITDA to be well below previously expected levels and for
leverage to increase above levels consistent for a B2 CFR. The
negative outlook reflects expectations that the competitive
environment will remain challenging over the foreseeable future.
Moody's took the following rating actions:
Issuer: RentPath, LLC
Corporate Family Rating, downgraded to B3 from B2
Probability of Default Rating, downgraded to B3-PD from B2-PD
Issuer: Regal Finance Sub, LLC ( Debts assumed by RentPath, LLC)
$50 million Revolving Credit Facility maturing December 2019,
downgraded to B2 (LGD3) from B1 (LGD3)
$505 million 1st lien term loan maturing December 2021, downgraded
to B2 (LGD3) from B1 (LGD3)
$170 million 2nd lien term loan maturing December 2022, downgraded
to Caa2 (LGD5) from Caa1 (LGD5)
The outlook was changed to negative from stable
RATINGS RATIONALE
RentPath's B3 corporate family rating reflects its very high
leverage of 7.2x (including Moody's standard adjustments), small
scale, and narrow business scope to the apartment rental market.
The rating also reflects a very competitive environment which has
led to higher marketing spend and reduced growth rates that will
negatively impact EBITDA levels. RentPath operates several
different websites, however; there is high dependency on its
ApartmentGuide.com website for the vast majority of revenue and
EBITDA. The company has transitioned to digital media from print
and has converted its Rent.com website to a subscription based
service.
Moody's anticipates that RentPath will have adequate liquidity over
the next 12 months. The company currently has a $50 million
revolving credit facility with $23.5 million drawn as of Q2 2015.
However, we expect minimal free cash flow after interest expense
and capex given elevated marketing spending levels. The first and
second lien term loans are covenant lite and the revolver has a
springing covenant when 30% is drawn of 6.75x the first lien net
leverage ratio, but steps down to 6x at the end of Q4 2016.
The negative rating outlook reflects the highly competitive
environment in the online apartment rental market that is
anticipated to lead to lower EBITDA and higher leverage levels
going forward.
While not anticipated in the near term given the negative outlook,
Moody's could upgrade the ratings if RentPath has good liquidity,
generates good free cash flow and grows EBITDA such that leverage
is below 6.5x. A stable competitive environment and confidence the
private equity sponsors were committed to maintaining leverage
below this level would also be required.
Moody's would lower RentPath's ratings if a default from a missed
interest payment or breach of a financial covenant appeared likely.
Leverage sustained above 8.5x or a weak liquidity position could
also lead to negative rating action.
Headquartered in Atlanta, Georgia, RentPath, LLC (RentPath) is a
leading provider of digital classified advertising primarily for
apartment leasing in addition to modest operations in new home
sales. The company operates a number of web properties including
ApartmentGuide.com, Rent.com, Rentals.com, and RentalHouses.com. In
2012, RentPath acquired Rent.com from EBay, Inc. for $145 million
to expand its presence in the online apartment rental advertising
market. RentPath is owned by Providence Equity Partners LLC and TPG
Partners VI, L.P which have equal ownership positions of 48.7%.
RentPath generated approximately $250 million of revenue for the
twelve months ended June 30, 2015.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
SABINE OIL: Gets Additional Time to Remove Suits
------------------------------------------------
Sabine Oil & Gas Corp. won additional time to remove lawsuits
involving the company and its affiliates.
U.S. Bankruptcy Judge Shelley Chapman, who oversees the Chapter 11
case of Sabine Oil & Gas, has given the company until April 11,
2016, to file notices of removal of lawsuits.
The oil producer earlier defended its bid to extend the deadline
after a certain T. Boone Pickens, who has a pending case against
its affiliates, filed an objection, saying that the extension is
"unwarranted."
Mr. Pickens in February sued Sabine Mid-Continent Gathering LLC and
Sabine Oil & Gas LLC after the companies allegedly constructed a
gathering system on his property.
The case was filed in the 31st Judicial District Court for Roberts
County, Texas, according to court filings.
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SABINE OIL: Gets Final Approval to Use Lenders' Cash Collateral
---------------------------------------------------------------
Sabine Oil & Gas Corp. received final approval from a federal judge
to use the cash collateral of its secured lenders.
The order, issued by U.S. Bankruptcy Judge Shelley Chapman, allowed
the oil producer to use the cash collateral to fund its operations
and Chapter 11 proceedings.
A copy of the court order is available for free at
http://is.gd/wWM4sa
Judge Chapman gave the approval after the oil producer revised the
terms governing the use of cash collateral to resolve the unsecured
creditors' objection.
Sabine Oil's official committee of unsecured creditors previously
opposed the initial terms such as the inclusion of a waiver of
section 506(c) of the Bankruptcy Code. The group feared it would
allow Sabine Oil to use unencumbered cash to preserve the lenders'
collateral.
The group also opposed the oil producer's proposal to grant the
lenders liens on the proceeds of avoidance actions, court filings
show.
Sabine Oil also received an objection from Wilmington Savings Fund
Society, FSB and a group of former employees of Forest Oil Corp.,
who hold claims amounting to more than $7 million. Both echoed the
arguments raised by the unsecured creditors' committee.
Meanwhile, Wells Fargo Bank N.A. and Wilmington Trust,
administrative agents for the lenders, defended the "adequate
protection package" proposed by the oil company, saying it was
"appropriate and a proper exercise" of the company's business
judgment.
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SABINE OIL: Holland & Hart Files Rule 2019 Statement
----------------------------------------------------
Holland & Hart LLP disclosed in a court filing that it represents a
group of former employees of Forest Oil Corp. in the Chapter 11
cases of Sabine Oil & Gas Corp. and its affiliates.
The group called the Ad Hoc Committee of Former Forest Employees is
comprised of six individuals who hold claims for unpaid severance
obligations owed by Forest Oil, according to the filing.
Holland & Hart said it does not hold any claim against or interests
in the companies.
The firm made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
Holland & Hart can be reached at:
Risa Lynn Wolf-Smith
Holland & Hart LLP
555 17th Street, Suite 3200
Denver, CO 80202
Telephone: 303-295-8511
Facsimile: 303-295-8261
E-mail: rwolf@hollandhart.com
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SANTA CRUZ BERRY: Panel Defends Retention of Corporate Recovery
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Santa Cruz Berry Farming Company, LLC, maintains that it is
necessary for the panel to retain Corporate Recovery Associates,
LLC, as its financial advisor, arguing that it believes that it is
in the best interest of the unsecured creditors to retain CRA.
According to the Committee, among other things, (1) the Debtors'
conduct warrants CRA's employment; and (2) the Bankruptcy Code
entitles the Committee to retain professionals.
The Debtor objected to the Committee's retention application,
stating that the Committee's motion must be either denied in its
entirety or severally restricted since presently it does not appear
the Committee needs a financial advisor. The Debtor added that its
bankruptcy case does not call for the added administrative expense
of the Committee retaining a financial advisor for a relatively
small Chapter 11 case that has sufficient financial oversight in
place. Further, the Debtor noted that the committee's financial
advisor has not shown specifically how its duties will benefit the
Debtor's bankruptcy estate.
As reported by The Troubled Company Reporter on Sept. 8, 2015, CRA
will render these services to the Committee including:
1. investigation of the Debtor's assets, finances, liabilities,
sources of recovery and cash position;
2. assisting with the wind down of the Debtor and the potential
liquidation of its assets; and
3. providing additional financial analysis at the Committee's
specific request including, without limitation, analysis at the
plan confirmation stage of the case.
CRA will bill at normal hourly rates for its professional staff
involved in representing the Committee on its final application for
payment of fees and costs, subject to a cap on its final
application for fees of a blended rate of $275 per hour.
Richard J. Feferman, senior managing director at CRA, tells the
Court that the usual and customary rates are:
Professional Standard Hourly Rate
------------ --------------------
Mr. Feferman $650
Directors $425 - $800
Associates $175 - $500
CRA will request reimbursement for actual, necessary expenses
incurred in representing the Committee.
To the best of the Committee's knowledge, CRA is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The special litigation counsel for the Debtors can be reached at:
Thomas J. Polis, Esq.
POLIS & ASSOCIATES, A Professional Law Corporation
19800 MacArthur Boulevard, Suite 1000
Irvine, CA 92612-2433
Tel: (949) 862-0040
Fax: (949) 862-0041
E-Mail: tom@polis-law.com
About Santa Cruz Berry Farming
Watsonville, California-based Santa Cruz Berry Farming grows
conventional and organic strawberries. The privately owned company
was founded by and is currently managed by Fritz Koontz. Seven
Seas Berry Sales, a division of the Tom Lange Co., is the sales
agent for the Company.
Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC,
commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos.
15-51771 and 15-51772) in San Jose, California, on May 25, 2015.
The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and
Associates, APC, in Costa Mesa, California, as counsel.
The Official Committee of Unsecured Creditors has retained Michael
A. Sweet, Esq., and Dale L. Bratton, Esq., at Fox Rothschild LLP,
as attorneys.
SEARS METHODIST: Court Approves Sale of Abilene Property to TMF
---------------------------------------------------------------
Harold Kessler, the Liquidating Trustee for Sears Methodist
Retirement System, Inc., sought and obtained from Judge Stacey G.C.
Jernigan of the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, approval of the sale of the Abilene
Property to Texas Methodist Foundation ("TMF").
Mr. Kessler relates that the prevailing bid at the auction for the
Abilene Property held on July 31, 2015, was a credit bid made by
TMF in the amount of $760,000.
Mr. Kessler notes that pursuant to the Sales Procedures, the
Liquidating Trustee will present the Prevailing Bid for the Abilene
Property to the Court as the successful bid no later than five
business days after the auction in order to obtain an order
approving such sale.
The Liquidating Trust is represented by:
Harold J. Kessler
BLACKBRIAR ADVISORS LLC
9506 Hill View Dr.
Dallas, TX 75231
Telephone: (214)599-8600
Facsimile: (214)755-6292
E-mail: khessler@blackbriaradvisors.com
Texas Methodist Foundation is represented by:
Kyung S. Lee, Esq.
Charles M. Rubio, Esq.
DIAMOND MCCARTHY LLP
909 Fannin, Suite 1500
Houston, TX 77010
Telephone: (713)333-5147
Facsimile: (713)333-5195
E-mail: klee@diamondmccarthy.com
crubio@diamondmaccarthy.com
About Sears Methodist
Sears Methodist Retirement System Inc. provides luxurious residency
to seniors. The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso,
McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc.,
pursuant to contracts between SDI and the Veterans Land Board of
Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior
Living Assurance, Inc. ("SLA") and Southwest Assurance Company,
Ltd. ("SWAC"), which provide, as applicable, management and
insurance services to the System. Sears Methodist Senior Housing,
LLC, is the general partner of, and controls .01% of the interests
in, Canyons Senior Living, L.P. ("CSL").
Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No.
14-32821)
on June 10, 2014. The cases are assigned to Judge Stacey G.
Jernigan.
The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The
Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC. The Debtors' notice, claims and solicitation agent
is GCG Inc.
The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.
The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.
SHASTA ENTERPRISES: Court OKs Cash Collateral Use Through Dec. 31
-----------------------------------------------------------------
Judge Michael S. McManus of the U.S. Bankruptcy Court for the
Eastern District of California, Sacramento Division, authorized
Chapter 11 Trustee Hank M. Spacone to use cash collateral of the
Shasta Enterprises' secured lenders Joe L. Curto and L. Lavone
Curto, as co-trustees of the Curto Family Trust and Redding Bank of
Commerce, from Sept. 1, 2015 through Dec. 31, 2015 ("Cash
Collateral Period").
The Court had previously authorized the Chapter 11 Trustee to use
cash collateral through Aug. 30, 2015 in its June 2015 Order.
Paragraph 8 of the June 2015 Order provides that the Trustee may
seek further modified use of cash collateral, and the Lenders may
seek to restrict or modify use of cash collateral.
Mr. Spacone relates that for the Cash Collateral Period, rents and
other related income from the Debtor's leased properties will be
collected and the funds will be used to pay payroll expenses, yard
maintenance, tools, office supplies, janitorial services and
supplies, various outside services, taxes and license fees,
insurance, utilities, other relevant and necessary expenses of the
estate, and under appropriate circumstances, funding of tenant
improvements for new leases that may be entered into during the
Cash Collateral Period.
Judge McManus authorized and directed the Chapter 11 Trustee to pay
lenders Redding Bank and Curto adequate protection payments in the
minimum aggregate amount of $20,000 each month, to be paid pro rata
to the Lenders, based upon the gross monthly rent paid on the
properties securing each of the Lenders' loans for that particular
month during the Cash Collateral Period.
Hank M. Spacone, Chapter 11 Trustee, is represented by:
Donald W. Fitzgerald, Esq.
Jason E. Rios, Esq.
FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP
400 Capitol Mall, Suite 1750
Sacramento, CA 95814
Telephone: (916)329-7400
Facsimile: (916)329-7435
E-mail: dfitzgerald@ffwplaw.com
jrios@ffwplaw.com
About Shasta Enterprises
Redding, California-based Shasta Enterprises, dba Vidal Vineyards,
dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy
protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31,
2014. The petition was signed by Antonio Rodriguez, general
partner.
Judge Michael S. McManus presides over the case. The Debtor's
counsel is David M. Brady, Esq., at Law Office of Cowan & Brady,
in
Redding, California.
The Debtor disclosed total assets of $33.4 million and total debt
of $21.5 million.
The Court, on Dec. 29, 2014, approved the appointment of Hank
Spacone as the Chapter 11 trustee of the Debtor's estate.
SHORELINE ENERGY: Enters Into Plan Deal With Highbridge
-------------------------------------------------------
Shoreline Energy Corp. on Oct. 5 disclosed that it has entered into
a Plan of Sponsorship and Reorganization Agreement with Highbridge
Energy Inc., a private Alberta company.
Pursuant to Shoreline's application under the Companies' Creditors
Arrangement Act, Shoreline is currently subject to an order dated
April 13, 2015 granted by the Court of Queen's Bench of Alberta
which, amongst other matters, has appointed Grant Thornton Limited
as the Monitor for Shoreline.
Readers are cautioned that the terms of the Plan of Sponsorship and
Reorganization Agreement may be varied or amended. Accordingly,
readers are cautioned that it would be inappropriate to rely on the
following summary of the Agreement in making an investment decision
or otherwise as a source of factual, business or operational
information about the parties or their respective affiliates. This
summary also contains forward looking statements and readers are
cautioned to review the section entitled "Forward Looking and
Cautionary Statements" below.
Plan of Sponsorship and Reorganization
Under the Plan of Sponsorship and Reorganization, Highbridge
intends, and on or about October 9, 2015, to raise up to $500,000
by issuing common shares at a price of $0.20 per Highbridge Common
Share and, subsequently, and on or about October 23, 2015, to raise
not less than $5,000,000 by issuing units of Highbridge at a price
of $0.70 per Highbridge Unit. Each Highbridge Unit will consist of
one Highbridge Common Share and one Warrant. Each Warrant will
entitle the holder to acquire one Highbridge Common Share at an
exercise price of $0.70 for a period of two years from issuance.
Pursuant to the Agreement all proceeds of the Initial Private
Placement and Secondary Private Placement are to be allocated to
consummation of the Plan. In connection with the implementation of
the Plan, all options, warrants and other rights to purchase
Shoreline common shares will be cancelled. Upon the implementation
of the Plan, Shoreline will amalgamate with Highbridge under the
Business Corporations Act (Alberta) and the resulting issuer's name
will be Highbridge Energy Inc.
If successfully implemented, as a result of the Plan and
Amalgamation, among other reorganization matters (i) each
outstanding Highbridge shareholder, will receive one Resulting
Issuer common share for each Highbridge Common Share held; and (ii)
each outstanding Shoreline shareholder, will receive one Resulting
Issuer common share for every 35 Shoreline common shares held,
resulting in a deemed consolidation of the Shoreline common shares
at a ratio of 35:1.
It is proposed that upon implementation of the Plan (i) the secured
Shoreline creditors shall each receive cash in satisfaction of
their debt up to an amount equal to seventy percent (70%) of the
proven claim amount in the Creditor List and the balance of the
debt is to be converted to Resulting Issuer common Shares at a
deemed price of $5.00 per share; and (ii) each unsecured Shoreline
creditor shall receive cash equal to the lesser of (A) its proven
claim; and (B) $2,500 per claim in satisfaction of its proven claim
and the balance of the proven claim will be converted into
Resulting Issuer common shares at a deemed price of $5.00 per
share. The Creditor List is the list of claims made by secured and
unsecured creditors provided by Shoreline and reviewed by the
Monitor, which consists of proven claims and those claims in the
process of being proven, disallowed, resolved and settled in
accordance with the Claims Process and Stay Extension Order of the
Court dated May 13, 2015. It is anticipated that the Shoreline
debentureholders will be dealt with as describe below under
"Conditions to Implementation - Highbridge Conditions".
Conditions to Implementation
The implementation of the Plan is subject to the satisfaction of
conditions customary for transactions of this nature, subject to
waiver by the applicable party(ies) and/or Court approval,
including:
Mutual Conditions
-- receipt of the approval of the Plan by the Shoreline
creditors in accordance with Section 6(1) of the CCAA on or before
November 13, 2015;
-- the completion of the Initial Private Placement and the
Secondary Private Placement; and
-- final Court approval (i.e. the Sanction Order) shall have
been granted by no later than
November 27, 2015.
Shoreline Conditions
-- the receipt of all regulatory, court and third party
consents, approvals and authorizations as may be required.
Highbridge Conditions
-- the Agreement and the performance of all of Shoreline's
obligations thereunder, including, without limitation, Shoreline's
obligation to pay a break fee, shall have been approved by the
Court by not later than October 13, 2015;
-- the receipt of all regulatory, court and third party
consents, approvals and authorizations as may be required; and
-- prior to the implementation of the Plan, the Shoreline
debentureholders shall have converted their debentures into
Shoreline common shares such that they shall receive equivalent
Resulting Issuer common shares on the same basis as the other
unsecured Shoreline creditors and otherwise in accordance with the
Shoreline debentureholder indenture.
Additional Terms and Conditions
The Agreement also contains other terms and conditions customary
for a transactions of this nature including representations and
warranties of each of Shoreline and Highbridge, covenants regarding
the conduct of business prior to implementation of the Plan,
negative covenants relating to the issuance of securities or the
amendment of the parties' constating documents and the agreement to
replace the board of directors and officers of Shoreline with
nominees specified by Highbridge at closing.
Each of Shoreline and Highbridge have given non-solicitation
covenants subject to provisions providing for superior proposals.
In the event Shoreline or Highbridge terminates the Agreement in
order to enter into a binding written agreement with respect to a
Superior Proposal the party terminating the Agreement must pay a
break fee of $100,000.
Further news releases will be provided on an ongoing basis
throughout the CCAA process and in respect of the Agreement as may
be determined necessary.
About Shoreline Energy Corp.
Shoreline is a Calgary, Alberta based corporation engaged in the
exploration, development and production of petroleum and natural
gas and is currently operating under the CCAA.
SOUTHGOBI RESOURCES: TSX Delisting Review Extended Until Oct. 28
----------------------------------------------------------------
SouthGobi Resources Ltd. on Oct. 5 announced the confirmation of
the extension to the Toronto Stock Exchange delisting review until
October 28, 2015.
As announced by the Company on August 30, 2015, a meeting of the
Continued Listing Committee of TSX was scheduled on September 28,
2015 and their decision was expected no later than September 30,
2015.
At the Meeting, the Company provided the Committee with a number of
current financing initiatives that it is currently pursuing (and
described in details below) and, on the basis of allowing the
Company the ability to execute on such initiatives, the Committee
confirmed that it is extending the date of its decision regarding
the Company's listing status and whether the Company has met the
listing requirements of the TSX until October 28, 2015.
Financing Initiatives
Short-term Bridge Loan - the Company is in the process of
finalizing a US$10 million bridge loan agreement with an Asian
based private equity fund. The loan will be funded in two
approximately equal tranches, with the first tranche expected to
close by mid-October 2015 and the second tranche to close by the
end of October 2015. The first tranche and second tranche will be
repayable nine months after funding and six months after funding
respectively.
Sales and Offtake Agreements - the Company is currently in the
process of negotiating sales contracts for the fourth quarter of
2015. The Company expects sales will ramp up in the fourth quarter
to meet the high seasonal demand of coal in the winter season in
China.
Turquoise Hill Payment Deferral - the Company is currently in
discussions with Turquoise Hill Resources Ltd. to further postpone
the repayment of its shareholder loan and other payables, of which
loan principal of US$1.9 million and interest accrued up to October
9, 2015 is due on October 9, 2015 and a further loan principal of
US$1.9 million and interest accrued up to
November 30, 2015 is due on November 30, 2015.
About SouthGobi
SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is
focused on exploration and development of its metallurgical and
thermal coal deposits in Mongolia's South Gobi Region. It has a
100% shareholding in SouthGobi Sands LLC, a Mongolian registered
company that holds the mining and exploration licences in Mongolia
and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi
produces and sells coal to customers in China.
STATE AUTO FINANCIAL: S&P Affirms 'BB+' LT CCR
----------------------------------------------
"Standard & Poor's Ratings Services said it affirmed its 'BBB+'
financial strength rating on State Auto Financial Corp. and its
insurance operating subsidiaries (collectively State Auto) and our
'BB+' long-term counterparty credit rating on State Auto Financial
Corp. The outlook is stable. We have also withdrawn our ratings at
the issuer's request."
"The ratings reflect our view of State Auto's satisfactory business
risk profile (BRP) and moderately strong financial risk profile
(FRP), due to its adequate competitive position and strong capital
and earnings. The satisfactory BRP includes our view that, although
management has taken steps to mitigate its catastrophe exposure,
the company's high geographic concentration in the Midwest (about
30% of direct written premiums) makes it vulnerable to
more-frequent severe weather events such as tornadoes and
hailstorms. Our view of the company's moderately strong FRP
includes our expectation that adequacy will remain appropriate for
the rating category."
"The stable outlook reflects our view that State Auto's operating
performance will benefit from management's efforts to address the
geographic concentration and catastrophe exposure of the
homeowners' business and improve the performance of the commercial
business line. The rating also reflects our view that capital
adequacy will remain redundant at least at the very strong level."
SUPERIOR PLUS: S&P Affirms 'BB' Long-term Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Superior Plus Corp. (including its wholly owned subsidiary Superior
Plus LP; collectively, Superior) to negative from stable. At the
same time, Standard & Poor's affirmed its 'BB' long-term corporate
credit rating on the company.
Superior plans to acquire Canexus Corp. for an implied enterprise
value of C$935 million, including approximately C$620 million of
debt.
"The outlook revision reflects our expectation that the Canexus
acquisition will result in credit measures that are weaker than our
expectation for the rating, particularly in the 12 months following
the close of the acquisition," said Standard & Poor's credit
analyst David Fisher.
Standard & Poor's also affirmed its 'BBB-' issue-level rating, with
a '1' recovery rating, on the company's senior secured debt, and
its 'BB' issue-level rating, with a '4' recovery rating (high end
of the band), on the company's senior unsecured debt.
"We base our affirmation on this debt on the consolidated entity,
excluding the acquisition of Canexus because we do not have details
on the financing structure of this transaction. We will review
recovery prospects on this debt once Superior finalizes its
permanent financing for the acquisition."
Superior is a provider of chemicals (primarily to the pulp and
paper markets), energy services (principally propane and heating
oil delivery), and construction products.
"The negative outlook reflects the potential for Superior's credit
ratios to remain weaker than our expectations for the rating if the
company fails to realize the expected synergies from the
acquisition or encounters operational or integration challenges."
"We could downgrade Superior if it appears likely that the
company's adjusted debt-to-EBITDA will continue to exceed 4x in the
12-18 months following the close of the Canexus acquisition. This
could occur as a result of integration or operational challenges at
the specialty chemicals division, a decline in profitability in the
energy services segment, or a shift in the company's financial
policy toward a more acquisitive growth strategy or increased
shareholder distributions."
"We could revise the outlook to stable if we gain confidence that
adjusted debt-to-EBITDA is on track to improve to below 4x on a
sustained basis within 12–18 months after the Canexus acquisition
closes. For this to occur, we would expect the integration process
to proceed as planned such that EBITDA margins in the chemicals
segment strengthen and the company seems likely to achieve the
expected level of synergies."
TAYLOR-WHARTON: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Taylor-Wharton International LLC 15-12075
5600 Rowland Road
Minnetonka, MN 55343
Taylor-Wharton Cryogenics LLC 15-12076
Type of Business: Designer, engineer and manufacturer of cryogenic
equipment
Chapter 11 Petition Date: October 7, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Brendan Linehan Shannon
Debtors' Justin Cory Falgowski, Esq.
General REED SMITH LLP
Bankruptcy 1201 North Market Street, Suite 1500
Counsel: Wilmington, DE 19801
Tel: 302-778-7500
Fax: 302-778-7575
Email: jfalgowski@reedsmith.com
- and -
Paul M. Singer, Esq.
REED SMITH LLP
225 Fifth Avenue, Suite 1200
Pittsburgh, PA 15222
Tel: (412) 288-3131
Fax: (412) 288-3063
Email: psinger@reedsmith.com
- and -
Derek J. Baker, Esq.
REED SMITH LLP
1717 Arch Street, Suite 3100
Philadelphia, PA 19103
Tel: (215) 851-8100
Fax: (215) 851-1420
Email: dbaker@reedsmith.com
Debtors' ARGUS MANAGEMENT CORPORATION
Interim
Management
Services
Provider:
Debtors' LOGAN & COMPANY, INC.
Noticing and
Claims Agent:
Debtors' STIFEL, NICOLAUS & COMPANY, INCORPORATED
Investment AND MILLER BUCKFIRE & COMPANY LLC
Banker:
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Thomas Doherty, chief restructuring
officer.
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
O'Neal Steel Inc. Trade Debt $788,815
Attn: Robert Powell
One O'Neal Lane
Mobile, AL 36671
Tel: 251-457-4361
Email: rpowell@onealsteel.com
Samuel, Son & Co. Inc. Trade Debt $615,469
Attn: John Pierce
24874 Network Place
Chicago, IL 60673-1247
Tel: 225-927-0146
E-mail: john.pearce@samuel.com
Nixon Peabody, LLP Legal Fees $447,117
Attn: Samuel Goldblatt
P.O. Box 28012
New York, NY 10087-8012
Tel: 617-345-1131
Email: sgoldblatt@nixonpeabody.com
S & B Machine Inc. Trade Debt $412,461
Attn: Jim Stadt
820 Blackburn Drive
Mobile, AL 36608
Tel: 251-633-4443
Email: jstadt@sandbmachine.com
Jiangsu Qiulin Special Equipment Trade Debt $344,027
Joint Stock Limited Company
Attn: Carol Hua
No. 33 Yuexiang Rd
Yueheng Town,
Jiangyin City
Jiangsu Province
China
Tel: 0510-86593126
Email: carol.hua@js-ql.com
Brighton True Edge Heads Trade Debt $327,831
Division of Enerfab
Attn: Stephen Hammoor
4955 Spring Grove Ave.
Cincinnati, OH 45232
Tel: 513-771-2300
Email:
steve.hammoor@brigthontrueedge.com
PW Stoelting LLC Trade Debt $313,040
Attn: Jeff Manning
1236 N. 18th Street
Sheboygan, WI 63081
Tel: 920-459-5292
Email: Jeffrey.manning@vollrath.com
Ilensys Trade Debt $221,143
Spaulding Composites, Inc. Trade Debt $210,417
Acme Metal Spinning Inc. Trade Debt $138,794
KPMG LLP Trade Debt $122,245
Tri Star, Inc. Trade Debt $120,118
LZR-FIT- Samuel Pressure Vessel Group Trade Debt $115,295
Pacer Digital Systems, Inc. Trade Debt $113,608
TW Metals Trade Debt $111,694
Praxair Inc. Trade Debt $103,127
Rego Cryo-Flow Products/Div. Trade Debt $98,863
Airgas Gulf States Trade Debt $98,345
Yixing Hokkai Head Plate Co. Ltd. Trade Debt $96,540
Hornsby Steel, Inc. Trade Debt $87,919
C&K Plastics, Inc. Trade Debt $83,226
Johnson Matthey Trade Debt $79,301
Hoist & Crane Service Group Trade Debt $78,090
Sullivan Manufacturing Trade Debt $73,537
BK Plastics Industry Inc. Trade Debt $68,772
Marieco, Inc. Trade Debt $67,953
Boyd Converting Company Inc. Trade Debt $67,914
Gulf Coast Marine Supply Inc. Trade Debt $58,125
Alabama Fluid System Technology Trade Debt $54,580
PBGC Pension Plans Undetermined
TAYLOR-WHARTON: Files for Chapter 11 Bankruptcy Anew
----------------------------------------------------
Taylor-Wharton International LLC sought Chapter 11 bankruptcy
protection in Delaware with a deal to sell the assets of the
CryoScience business division for $24 million in cash and the
assumption of certain liabilities to Haier Medical and Laboratory
Products USA, Inc.
This is the Company's second bankruptcy filing. In 2009, it filed
for bankruptcy protection and exited from Chapter 11 on June 16,
2010.
According to papers filed with the Court, despite efforts to
streamline businesses, infuse new capital, and sell certain of
TWI's subsidiaries, the Company has been unable to achieve
profitability.
TWI has two wholly owned subsidiaries: Debtor Taylor-Wharton
Cryogenics LLC and non-debtor Crossmont Holdings LLC. Crossmont
Holdings LLC has no operations and merely holds, through a
wholly-owned subsidiary (Fremont Land LLC), a parcel of real estate
of de minimus value. More specifically, Cryogenics serves three
different and distinct end markets through three business
divisions: CryoIndustrial, CryoLNG, and CryoScience.
Cryogenics is a designer, engineer and manufacturer of cryogenic
equipment designed to transport and store liquefied atmospheric and
hydrocarbon gases. Cryogenics has a single United States operation
in Theodore, Alabama. Cryogenics is the direct or indirect parent
of several foreign non-debtor subsidiaries which have manufacturing
operations in China, Malaysia, Slovakia, and warehousing operations
in Germany and Australia.
The Debtors said they are also filing a motion seeking approval of
bid procedures which will subject the Stalking Horse Bid to higher
and better offers. Under the Bid Procedures, if approved by the
Court, the Debtors intend to solicit bids for Cryogenics' U.S.
assets and businesses as well as the assets and businesses of
Cryogenics' foreign subsidiaries.
Court papers indicate that the Debtors have obtained commitment to
borrow debtor-in-possession financing of up to $13.8 million from
Antares Capital LP, as administrative agent.
Contemporaneously with the filing of the petition, the Debtors are
seeking to consolidate their Chapter 11 cases under Case No.
15-12075, for procedural purposes only. The Debtors maintain that
joint administration of their respective estates will ease the
administrative burden on the Court and all parties-in-interest.
The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Argus Management Corporation as interim management
services provider, Stifel, Nicolaus & Company, Incorporated and
Miller Buckfire & Company LLC as investment banker and Logan &
Company, Inc., as noticing and claims agent.
The Debtors estimated both assets and liabilities of $100 million
to $500 million. O'Neal Steel Inc. is listed as the largest
unsecured creditor holding a trade claim of $788,815.
The case is assigned to Judge Brendan Linehan Shannon.
The petition was signed by Thomas Doherty as chief restructuring
officer.
TAYLOR-WHARTON: Hires Logan & Company as Claims & Noticing Agent
----------------------------------------------------------------
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
ask the Bankruptcy Court approve the employment of Logan & Company,
Inc. as claims and noticing agent.
According to the Debtors, the employment of Logan will (i) relieve
the Clerk of significant administrative burdens, (ii) avoid delay
in the management and processing of proofs of claim, and
(iii) effectively and efficiently assist the Debtors with the task
of sending notices to creditors and other parties-in-interest.
Logan will be compensated based on the terms and conditions set
forth in the Services Agreement. Logan agrees to maintain records
of all services showing dates, categories of services, fees charged
and expenses incurred, and to serve monthly invoices on the
Debtors, the office of the United States Trustee for the District
of Delaware, counsel for the Debtors, counsel for any official
committee monitoring the expenses of the Debtors and any
party-in-interest who specifically requests service of the monthly
invoices. If any dispute arises relating to the Services Agreement
or monthly invoices, the parties shall meet and confer in an
attempt to resolve the dispute; if resolution is not achieved, the
parties may seek resolution of the matter from the Court.
Prior to the Petition Date, the Debtors provided Logan a retainer
of $3,000.
The Debtors have agreed to indemnify and hold harmless Logan under
certain circumstances specified in the Services Agreement, except
in circumstances resulting solely from Logan's gross negligence or
willful misconduct or as otherwise provided in the Services
Agreement.
The Debtors request that the fees and expenses of Logan be treated
as an administrative expense of the estate and be paid by the
Debtors in the ordinary course of business.
Kathleen M. Logan, president of Logan & Company, Inc., attests to
the Court that Logan is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
About Taylor-Wharton
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 15-12075) on Oct. 7, 2015. The petition was signed by
Thomas Doherty as chief restructuring officer.
Cryogenics is a leading designer, engineer and manufacturer of
cryogenic equipment designed to transport and store liquefied
atmospheric and hydrocarbon gases. Cryogenics has a single United
States operation in Theodore, Alabama. Cryogenics is the direct
or indirect parent of several foreign non-debtor subsidiaries which
have manufacturing operations in China, Malaysia, Slovakia, and
warehousing operations in Germany and Australia.
The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Argus Management Corporation as interim management
services provider, Stifel, Nicolaus & Company, Incorporated and
Miller Buckfire & Company LLC as investment banker and Logan &
Company, Inc., as noticing and claims agent.
The Debtors estimated both assets and liabilities of $100 million
to $500 million. O'Neal Steel Inc. is listed as the largest
unsecured creditor holding a trade claim of $788,815.
Judge Brendan Linehan Shannon is assigned to the case.
TAYLOR-WHARTON: Seeks Joint Administration of Cases
---------------------------------------------------
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
ask the Bankruptcy Court to consolidate their Chapter 11 cases
under Lead Case No. 15-12075.
The Debtors tell the Court that joint administration of their
respective estates will ease the administrative burden on the Court
and all parties-in-interest and will simplify supervision of the
administrative aspects of these Cases by the Office of the United
States Trustee.
Joint administration of these Cases, according to the Debtors, 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 minimize the number of
unnecessary delays, the Debtors maintain.
The Debtors request that the Clerk of the Court maintain one file
and one docket for their Cases, which file and docket shall be the
file and docket for TWI.
About Taylor-Wharton
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 15-12075) on Oct. 7, 2015. The petition was signed by
Thomas Doherty as chief restructuring officer.
Cryogenics is a leading designer, engineer and manufacturer of
cryogenic equipment designed to transport and store liquefied
atmospheric and hydrocarbon gases. Cryogenics has a single United
States operation in Theodore, Alabama. Cryogenics is the direct
or indirect parent of several foreign non-debtor subsidiaries which
have manufacturing operations in China, Malaysia, Slovakia, and
warehousing operations in Germany and Australia.
The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Argus Management Corporation as interim management
services provider, Stifel, Nicolaus & Company, Incorporated and
Miller Buckfire & Company LLC as investment banker and Logan &
Company, Inc., as noticing and claims agent.
The Debtors estimated both assets and liabilities of $100 million
to $500 million. O'Neal Steel Inc. is listed as the largest
unsecured creditor holding a trade claim of $788,815.
Judge Brendan Linehan Shannon is assigned to the case.
TECHPRECISION CORP: Walter Schenker Reports 5.2% Stake at Sept. 29
------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Walter Schenker disclosed that as of Sept. 29, 2015, he
beneficially owned 1,327,423 shares of common stock of
TechPrecision Corporation, which represents 5.2 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/6bGvKv
About TechPrecision
TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned
subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components
Co., Ltd., globally manufactures large-scale, metal fabricated and
machined precision components and equipment.
TechPrecision reported a net loss of $3.58 million for the year
ended March 31, 2015, compared to a net loss of $7.09 million for
the year ended March 31, 2014.
As of June 30, 2015, the Company had $10.97 million in total
assets, $10.46 million in total liabilities and $509,261 in total
stockholders' equity.
Marcum LLP, in Bala Cynwyd, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2015, citing that the Company has suffered
recurring losses from operations, and the Company's liquidity may
not be sufficient to meet its debt service requirements as they
come due over the next twelve months. These circumstances raise
substantial doubt about the Company's ability to continue as a
going concern.
TOUSA INC: Resolves Objections to Zurich American Claims
--------------------------------------------------------
Zurich American Insurance Co. will receive $742,064 on account of
its claims against TOUSA Inc. and its affiliates, according to an
agreement entered into by the companies.
The agreement, approved by Judge John Olson of the U.S. Bankruptcy
Court for the Southern District of Florida, resolved TOUSA's
objections to 96 claims filed by Zurich against the company, TOUSA
Texas LP, Engle Homes Residential Construction LLC, and TOUSA Homes
Inc.
Earlier, TOUSA won court approval for a deal that resolved its
objection to the claim of Copper Creek Homeowners Association
against TOUSA Homes.
Under the deal, the homeowners association would get a "general
unsecured, nonpriority claim" in the amount of $325,000, according
to the court filing.
About TOUSA Inc.
Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-10928).
Richard M. Cieri, Esq., M. Natasha Labovitz, Esq., and Joshua A.
Sussberg, Esq., at Kirkland & Ellis LLP, in New York, N.Y.; and
Paul S. Singerman, Esq., at Berger Singerman, in Miami, Fla.,
represent the Debtors in their restructuring efforts. Lazard
Freres & Co. LLC is the Debtors' investment banker. Ernst & Young
LLP is the Debtors' independent auditor and tax services provider.
Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims
& Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.
Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, N.Y., represent the
creditors committee.
The unsecured creditors committee initially proposed a chapter 11
liquidating plan for Tousa. However, the committee decided not to
pursue approval of its liquidation plan because of a pending appeal
of its fraudulent transfer action in the U.S. Court of Appeals for
the Eleventh Circuit. In May 2012, the Court of Appeals in Atlanta
held that Tousa's bank lenders received fraudulent transfers
exceeding $400 million.
After mediation before Peter L. Borowitz, Tousa and the unsecured
creditors committee, MatlinPatterson Global Advisers and Monarch
Alternative Capital, as investment adviser to Monarch Master
Funding, collectively reached an agreement in principle on a
settlement proposal. The proposal would form the foundation for a
joint bankruptcy-exit plan for the Debtors.
In May 2013, Tousa and the unsecured creditors committee filed a
proposed liquidating Chapter 11 plan.
On July 12, 2013, Tousa won court approval of a $67 million
settlement with several insurance companies allowing the Debtors to
proceed with an Aug. 1 hearing to confirm the plan. The dispute
with the insurance companies involved the pre-bankruptcy fraudulent
transfers. The insurance companies included Federal Insurance Co.,
XL Specialty Insurance Co. and Zurich American Insurance Co.
According to Bloomberg News, in settlement, the insurance companies
will pay $67 million, with $47.9 million going to creditors of the
Tousa companies that were forced to take on debt improperly. The
first-lien lenders receive $7.66 million, while second-lien lenders
take home $11.5 million. Some of the insurance companies also pay
$8.27 million of the directors' and officers' defense costs.
Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging
from 58 percent for senior noteholders to 5 percent for creditors
with general unsecured claims. The plan was the result of the
decision from the appeals court in May 2012 finding banks received
fraudulent transfers exceeding $400 million. The opinion
reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which
had been set aside on the first appeal in federal district court.
The Court confirmed the Plan on August 6, 2013.
TRANS-LUX CORP: Gabelli Funds Reports 23.9% Stake as of Oct. 5
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Gabelli Funds, LLC disclosed that as of Oct. 5, 2015,
it beneficially owned 404,180 shares of common stock of Trans-Lux
Corporation, which represents 23.99 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/u1fo7J
About Trans-Lux Corporation
Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.
Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $1.86 million on $20.9 million of total
revenues for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $15 million in total assets,
$18.3 million in total liabilities and a $3.2 million total
stockholders' deficit.
BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern. Further, the auditors said, the Company is in default of
the indenture agreements governing its outstanding 9-1/2%
Subordinated debentures which were due in 2012 and its 8-1/4%
Limited convertible senior subordinated notes which were due in
2012 so that the trustees or holders of 25% of the outstanding
Debentures and Notes have the right to demand payment immediately.
Additionally, the Company has a significant amount due to their
pension plan over the next 12 months.
UNIVERSAL HOLDINGS: Ceases Operations; Assets to Be Sold
--------------------------------------------------------
Universal Holdings I, LLC, a Delaware limited liability corporation
with operations in Chicago, Illinois, has ceased operations and has
executed and filed an Assignment for the Benefit of Creditors on
September 25, 2015.
John Wheeler of Development Specialists, Inc. has been appointed as
the Assignee for the Benefit of Creditors.
By operation of this Assignment, all of the assets of Universal
Holdings I, LLC are transferred to the Assignee for the purposes of
sale and/or liquidation. The Assignee will market the assets in a
manner to maximize value for the creditors and stakeholders of the
Company. In order to accomplish this, the Assignee will organize
and coordinate an auction sale process for the physical assets of
the Company. The Assignee will also conduct a sale of the
trademarks and intellectual property of the Company that have been
assigned to the secured lender.
The sale will include such iconic marks as Smith Brothers, Smith
Bros., All-Herbal, Daily-C, Sen-Sen, Support Relief Restore,
Pharmaright, Intensemints, Happy Health Candy and Warm Apple Pie;
Air Secure; Smokersguard; Fruitrients; and Juicelets and others.
The Assignee is confident that there will be sufficient interest to
provide for a vigorous and competitive sale process.
The net proceeds from the sale(s) of the assets will be paid to the
creditors in accordance with the priorities established by law.
For more information about the Assignment for the Benefit of
Creditors of Universal Holdings I, LLC and the sale of the assets
please contact John Wheeler or Steve Victor at 312-263-4141 or
jwheeler@dsi.biz
Robert Fishman of Shaw Fishman Glantz & Towbin LLC is serving as
counsel for the Assignee and can be reached at
rfishman@shawfishman.com or by phone at (312) 541-0151.
About DSI
For more than 35 years, DSI -- http://dsi.biz/-- is a provider of
management consulting and financial advisory services, including
turnaround consulting, fiduciary roles, financial restructuring,
litigation support, wind-down oversight and forensic accounting
services. The company is headquartered in Chicago and has offices
in New York, Los Angeles, San Francisco, Miami, Wilmington and
Columbus, Ohio. Internationally, DSI has an office in London.
VARIANT HOLDING: $20.5MM DIP Loan From Beach Point et al. Okayed
----------------------------------------------------------------
Bankruptcy Brendan L. Shannon in Wilmington, Delaware, has entered
a final order approving the Fourth Amendment and Permitted
Amendments to the Debtor-In-Possession Loan, Security and Guaranty
Agreement among:
-- debtor Variant Holding Company LLC,
-- Laser Focus Holding Company, LLC; Laser Focus Commercial
Investments, LLC; Houston 14 Apartments LLC; Houston 2 Apartments
LLC; Numeric Commercial Investments LLC; and Royal Numeric FX
Investments LLC, as guarantors;
-- BPC VHI L.P., a Cayman Islands limited partnership; Beach
Point Total Return Master Fund L.P., a Cayman Islands limited
partnership; Beach Point Distressed Master Fund L.P., a Cayman
Islands limited partnership; as lenders; and
-- Cortland Capital Market Services, L.L.C., a Delaware
limited liability company, as administrative agent.
The Final Order, dated Sept. 24, authorizes Variant to obtain an
extension of its postpetition financing in the aggregate amount of
$20,574,038.
The Final Order also provides that the Debtor may enter into and
further implement amendments or modifications to the DIP loan
documents that may increase the DIP loan commitment in incremental
amounts not exceeding $4,000,000 and up to $24,574,038 in the
aggregate.
In an earlier report, Matt Chiappardi at Bankruptcy Law360 said the
Delaware bankruptcy judge gave Variant the approval on Sept. 4 to
borrow a portion of the $5.6 million in additional postpetition
financing it says it needs, but the full amount, most of which is
for professional fees, won't be considered until Sept. 21. At a
hearing early September in Wilmington, Judge Shannon gave Variant
permission to borrow an additional $1 million from the DIP loan on
an interim basis.
About Variant Holding
Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.
Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.
The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.
VIGGLE INC: To Present at Aegis Capital 2015 Growth Conference
--------------------------------------------------------------
John C. Small, the chief financial officer of Viggle Inc. will be
presenting at the Aegis Capital Corp. 2015 Growth Conference on
Thursday, Oct. 8, 2015, at 9:30am PDT in Las Vegas, NV. The
presentation will be webcast at http://wsw.com/webcast/aegis2/vggl
A copy of the Company presentation is available for free at:
http://is.gd/JkfWwA
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle reported a net loss attributable to common stockholders of
$78.9 million on $25.5 million of revenue for the year ended
June 30, 2015, compared to a net loss attributable to common
stockholders of $68.1 million on $17.98 million of revenues for the
year ended June 30, 2014.
As of June 30, 2015, the Company had $70.2 million in total
assets, $54.08 million in total liabilities, $11.8 million in
series C convertible redeemable preferred stock, and $4.33 million
in total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2015, citing that the Company has suffered recurring
losses from operations and at June 30, 2015, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
WALTER ENERGY: No Hearing Set Yet on Plan and Disclosures
---------------------------------------------------------
As of Oct. 6, 2015, Walter Energy, Inc., et al., have not requested
a hearing or scheduling order regarding their proposed
reorganization plan or disclosure statement.
On Aug. 26, 2015, the Debtors filed their Joint Plan of
Reorganization and Disclosure Statement. The Plan contemplates a
comprehensive reorganization of the Debtors through a consensual
debt-to-equity conversion of approximately $1.9 billion of the
Debtors' prepetition secured debt. A copy of the Disclosure
Statement explaining the terms of the Plan is available for free
at:
http://bankrupt.com/misc/Walter_E_567_Aug26_DS.pdf
Pursuant to the Restructuring Support Agreement signed with first
lien lenders on July 15, 2015, the Debtors agreed to file a plan
and disclosure statement, each consistent with the restructuring
term sheet and in form and substance acceptable to the Debtors and
the Majority Holders by Aug. 26, 2015.
On Sept. 28, 2015, the steering committee comprised of (i) lenders
under the Credit Agreement dated as of April 1, 2011, and (ii)
holders of 9.50% senior secured Notes due 2019 (the "Steering
Committee"), which were signatories to the RSA, won an order
confirming the RSA has terminated.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Restructuring Pact Approved, Then Terminated
-----------------------------------------------------------
Walter Energy, Inc., et al., on Sept. 14, 2015, won approval from
the U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, to assume the Restructuring Support Agreement
dated as of July 15, 2015, by and between the Debtors and holders
of first lien claims, and as amended on Aug. 5 and 7, 2015.
Objections to the motion for the assumption of the RSA and a motion
by the Debtors to use cash collateral on a consensual basis were
filed by:
-- the United Mine Workers of America;
-- Dominion Resources Black Warrior Trust, joined by
Ramsay-McCormack Land Co., Inc., and WHH Real Estate, LLC;
-- Second Lien Notes Trustee BOKF, N.A.; and
-- the Official Committee of Unsecured Creditors.
The Objectors complained that the RSA and Cash Collateral Order (i)
bind the Debtors to a course of action that benefits only a
majority of the First Lien Lenders, (ii) vest too much control over
the Chapter 11 Cases in the Steering Committee, and (iii) provide
no benefits to other stakeholders.
The Debtors responded that the Objectors misstate the purpose of
the RSA, ignore the Debtors' financial condition, and erroneously
assume that the Debtors' continued viability as a going-concern
benefits no one other than the First Lien Lenders. The Debtors
asked the Court to overrule the objections.
Counsel to the Debtors, Patrick Darby, Esq., at Bradley Arant Boult
Cummings LLP, said that the success of the Chapter 11 cases and the
Debtors' ability to continue operating as they operate today
depends on the Court's approval of the inter-related RSA and the
Cash Collateral Order. The RSA provides the framework for a
comprehensive restructuring that will allow the Debtors to emerge
from bankruptcy debt-free and well-positioned to survive the
challenges of a long-term, depressed met coal market.
Alternatively, if the plan process fails, the RSA provides for a
going-concern sale of the Debtors to the First Lien Lenders,
subject to higher and better offers. The Debtors must have the use
of Cash Collateral to achieve either one of these objectives.
On Sept. 14, 2015, Judge Tamara O. Mitchell on entered an order
authorizing the Debtors to assume the RSA. A copy of the order is
available for free at:
http://bankrupt.com/misc/Walter_E_Sept14_RSA_Order.pdf
The Court on Sept. 14 also entered a final order authorizing the
use of cash collateral.
On Sept. 28, 2015, the steering committee comprised of (i) lenders
under the Credit Agreement dated as of April 1, 2011, and (ii)
holders of 9.50% senior secured Notes due 2019 (the "Steering
Committee"), won an order confirming that (i) the RSA has
terminated due to certain termination events, and (ii) the Sept. 14
Final CCO has terminated, on grounds that the orders contained
terms that materially deviates from the RSA and the original cash
collateral order they negotiated with the Debtors.
Counsel to the Steering Committee, Michael Leo Hall, Esq., at Burr
& Forman LLLP, explained that at least two termination events have
occurred under the RSA executed by the Debtors and the Holder
Parties:
-- First, the Debtors have "fail[ed] to obtain entry of the . . .
Final Cash Collateral Order . . . in form and substance acceptable
to the Company and the Majority Holders" by Sept. 15, 2015.
-- Second, the RSA Assumption Order implements modifications to
material provisions of the RSA (the "Amended RSA") that were never
contemplated or agreed to by the Debtors or the Holder Parties, and
to which the Holder Parties will not agree.
Mr. Hall relates that although the Nonconsensual Final CCO purports
to authorize the Debtors' use of Cash Collateral on a consensual
basis, the Nonconsensual Final CCO does not reflect the terms on
which the Steering Committee or any other Prepetition Secured Party
consented to the Debtors' use of the Prepetition Secured Parties'
Collateral, including Cash Collateral.
According to Mr. Hall, with respect to the RSA Assumption Order,
the order implements modifications to material provisions of the
RSA (the "Amended RSA") that were never contemplated or agreed to
by the Debtors or the Holder Parties, and to which the Holder
Parties will not agree. Mr. Hall explains that importantly, the
Amended RSA prevents the Holder Parties from freely exercising,
without further court approval, certain of their bargained-for
rights and protections, including (i) upon the occurrence of
certain specified events, being bound to support the restructuring
process only if the Debtors are solely pursuing a sale process
rather than a chapter 11 plan process, and (ii) upon the occurrence
of certain specified events, being able to terminate their support
obligations, including in the event that the restructuring is not
progressing according to the agreed timeline or the Debtors are not
able to achieve necessary cost savings which would allow the
Debtors to be a viable long-term business.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Frères & Co. LLC as financial advisor.
WALTER ENERGY: Sept. 14 Cash Order Terminated; New Order Entered
----------------------------------------------------------------
A group of secured lenders of debtors Walter Energy, Inc., et al.,
sought and obtained an order from the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, confirming that
their Restructuring Support Agreement has terminated and that the
Debtors' use of cash collateral on the terms set forth in the Sept.
14, 2015 order has terminated.
On July 15, 2015, the Debtors filed a motion to use cash collateral
on consensual terms, and a motion to assume the RSA negotiated with
secured lenders prepetition. The Debtors subsequently filed a
proposed cash collateral order ("Revised Consensual CCO")
reflecting significant additional concessions made by the secured
creditors.
The Court heard witness testimony and oral argument on the motions
and the objections thereto on Sept. 2 and Sept. 3, 2015. The Court
on Sept. 14 had entered an order authorizing the Debtors to assume
the RSA, and a separate final order authorizing the use of cash
collateral ("Final CCO").
On Sept. 18, the steering committee comprised of (i) lenders under
the Credit Agreement dated as of April 1, 2011, and (ii) holders of
9.50% senior secured notes due 2019 (the "Steering Committee"),
filed a motion asking the Bankruptcy Court to enter an order
confirming that (i) the RSA has terminated due to certain
termination events, and (ii) the Sept. 14 Final CCO has terminated,
on grounds that the orders contained terms that materially deviates
from the RSA and the original cash collateral order they negotiated
with the Debtors.
The Official Committee of Unsecured Creditors and the Committee of
Retired Employees objected to the Steering Committee's motion to
revisit the Sept. 14 Final CCO.
At the behest of the Steering Committee, Judge Tamara O. Mitchell
entered on Sept. 28 an order confirming the termination of the RSA
and the Sept. 14 Final CCO. The judge on Sept. 28 entered a
separate amended order authorizing the use of cash collateral on
the terms requested by the Steering Committee.
Issues Raised by Steering Committee
Counsel to the Steering Committee, Michael Leo Hall, Esq., at Burr
& Forman LLLP, explained that months of negotiations between the
Debtors and prepetition secured parties culminated in a global
agreement comprised of two inter-locking parts: the use of cash
collateral on a consensual basis (the "Consensual CCO") and the
RSA.
According to Mr. Hall, on Sept. 14, 2015, the Court entered a final
cash collateral order ("the Nonconsensual Final CCO"), which
deviates materially from the terms of the Revised Consensual CCO,
and the RSA Assumption Order, which purports to bind the Debtors
and the Holder Parties to a restructuring support agreement that
materially deviates from the RSA executed by the Parties.
According to the Steering Committee, at least two termination
events have occurred under the RSA executed by the Debtors and the
Holder Parties:
-- First, the Debtors have "fail[ed] to obtain entry of the . . .
Final Cash Collateral Order . . . in form and substance acceptable
to the Company and the Majority Holders" by Sept. 15, 2015.
-- Second, the RSA Assumption Order implements modifications to
material provisions of the RSA (the "Amended RSA") that were never
contemplated or agreed to by the Debtors or the Holder Parties, and
to which the Holder Parties will not agree.
Mr. Hall relates that although the Nonconsensual Final CCO purports
to authorize the Debtors' use of Cash Collateral on a consensual
basis, the Nonconsensual Final CCO does not reflect the terms on
which the Steering Committee or any other Prepetition Secured Party
consented to the Debtors' use of the Prepetition Secured Parties'
Collateral, including Cash Collateral. Among other material
changes, the Nonconsensual Final CCO:
* provides that the Debtors' stipulations, releases, and
admissions will not be binding on a chapter 11 or chapter 7 trustee
or other Court-appointed representative;
* eliminated adequate protection liens on avoidance actions;
* alters the credit-bidding protections provided to the
Prepetition Secured Parties under the Revised Consensual CCO;
* alters the Steering Committee's consent rights with respect to
key matters, making these subject to the Steering Committee's
"reasonable" rather than "sole" discretion;
* removes the cap with respect to the Carve-Out for chapter 7
trustee's fees and expenses; and
* vests the Court with the authority to modify, amend, or
supplement the Nonconsensual Final CCO at any time such that no
aspect of the order could be relied upon by the Prepetition Secured
Parties.
According to Mr. Hall, with respect to the RSA Assumption Order,
the order implements modifications to material provisions of the
RSA (the "Amended RSA") that were never contemplated or agreed to
by the Debtors or the Holder Parties, and to which the Holder
Parties will not agree.
Official Committee's Opposition
The Official Committee of Unsecured Creditors and the Committee of
Retired Employees asked the Court to deny the Steering Committee's
motion and order that the Final CCO is not terminated as
consequence of the RSA termination.
According to the Retiree Committee, the Steering Committee's
argument amounts to this: (a) the Steering Committee entered into a
pre-petition RSA which stated that the Steering Committee could
dictate every decision of the Debtors and the Court in these
chapter 11 cases and that if that did not happen for any reason,
the Steering Committee could force a sale of the Debtors to itself,
all to the detriment of every other party in the case; (b) this
Court did not agree that the Steering Committee was entitled to do
that; (c) therefore, the Steering Committee considers the RSA
terminated because this Court did not do what it demanded; and (d)
as a result, the Court must give the Steering Committee the relief
set forth in the RSA and terminate the Debtors' use of cash
collateral.
The Creditors Committee pointed out that after it became clear that
the Creditors Committee and the Steering Committee could not reach
agreement regarding the terms under which the Debtors would be
authorized to use Cash Collateral, the Court considered the record
and entered the Final CCO on a non-consensual basis.
Counsel to the Creditors Committee, Bill D. Bensinger, Esq., at
Christian & Small LLP, noted that in the Final CCO, the Court
effectively separated the Steering Committee's right to decide not
to support the Debtors' efforts to restructure under a plan of
reorganization from the ability of the Debtors to use Cash
Collateral. The Final CCO explicitly provides that, although
termination of the RSA may also result in termination of the Final
CCO, the Court may order otherwise. The Committee said the Court
"wisely included such authority for itself to address the very type
of situation in which we find ourselves today."
The Creditors Committee and the Retiree Committee also asked the
Court to reject the request by the Steering Committee for more
adequate protection beyond that provided under the Final CCO.
According to the Creditors Committee, that request should be
rejected as an improper attempt to re-litigate, on the same record,
the dispute that led to entry of the Final CCO in the first place.
The Retiree Committee said the additional "protections" the
Steering Committee were seeking are far above and beyond what is
necessary to protect against the diminution of the Prepetition
Secured Parties' collateral.
The Court approved the Steering Committee's motion notwithstanding
the objections by the Official Committees.
Another party, Dominion Resources Black Warrior Trust, filed a
limited objection to the motion.
Debtors Still Have Access to Cash
In its motion seeking confirmation of the termination of the RSA
and the Sept. 14 Final CCO, the Steering Committee said it
recognizes that the use of cash collateral is vital to the Debtors'
ability to continue to operate. Accordingly, the Steering
Committee said it is willing to consent to the Debtors' use of Cash
Collateral until Oct. 21, 2015 to allow the Debtors to continue to
operate while the parties seek to negotiate a new path forward for
the Chapter 11 cases.
The Steering Committee proposed entry of an order that amends and
supersedes the Nonconsensual Final CCO and provides the Debtors'
with consensual use of Cash Collateral ("Amended Final CCO"). At
the behest of the Steering Committee, the Court on Sept. 28 entered
the Amended Final CCO, a copy of which is available for free at:
http://bankrupt.com/misc/Walter_E_Rev_Final_Cash_Order.pdf
The Debtors joined in the Steering Committee's emergency motion to
the extent it requests that the Court enter the Amended Final CCO.
The Debtors agreed to its terms, and concur that their continued
use of Cash Collateral on a consensual basis is necessary and vital
to their ability to operate and reorganize. The Debtors
acknowledged that entry of the Amended Final CCO will allow the
Debtors to continue to operate while the parties seek to negotiate
a path forward for the cases.
* * *
Attorneys to the Steering Committee:
Michael Leo Hall, Esq.
D. Christopher Carson, Esq.
Hanna Lahr, Esq.
BURR & FORMAN LLP
420 North 20th Street, Suite 3400
Birmingham, AL 35203
Tel: (205) 251-3000
Fax: (205) 458-5100
E-mail: mhall@burr.com
ccarson@burr.com
hlahr@burr.com
- and -
AKIN GUMP STRAUSS HAUER & FELD LLP
Ira S. Dizengoff, Esq.
Marty L. Brimmage, Jr., Esq.
Deborah J. Newman, Esq.
Kristine G. Manoukian, Esq.
One Bryant Park
Bank of America Tower
New York, NY 10036-6745
Tel: (212) 872-1000
Fax: (212) 872-1002
E-mail: idizengoff@akingump.com
mbrimmage@akingump.com
djnewman@akingump.com
kmanoukian@akingump.com
Attorneys to the Creditors Committee:
CHRISTIAN & SMALL LLP
Bill D. Bensinger, Esq.
Daniel D. Sparks, Esq.
1800 Financial Center
505 North 20th Street
Birmingham, Alabama 35203
Tel: (205) 250-6626
Fax: (205) 328-7234
E-mail: bdbensinger@csattorneys.com
ddsparks@csattorneys.com
- and -
MORRISON & FOERSTER LLP
Brett H. Miller, Esq.
Lorenzo Marinuzzi, Esq.
Jennifer Marines, Esq.
Erica J. Richards, Esq.
250 West 55th Street
New York, New York 10019-9601
Tel: (212) 468-8000
Fax: (212) 468-7900
E-mail: brettmiller@mofo.com
lmarinuzzi@mofo.com
jmarines@mofo.com
erichards@mofo.com
Counsel to the Debtors:
BRADLEY ARANT BOULT CUMMINGS LLP
Patrick Darby, Esq.
Jay Bender
Cathleen Moore
James Bailey
One Federal Place
1819 Fifth Avenue North
Birmingham, Alabama 35203-2119
Tel: (205) 521-8000
E-mail: pdarby@babc.com
jbender@babc.com
ccmoore@babc.com
jbailey@babc.com
- and -
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Kelley A. Cornish, Esq.
Stephen J. Shimshak, Esq.
Claudia R. Tobler, Esq.
1285 Avenue of the Americas
New York, New York 10019-6064
Telephone: (212) 373-3000
E-mail: kcornish@paulweiss.com
sshimshak@paulweiss.com
ctobler@paulweiss.com
The Retiree Committee's counsel:
ADAMS & REESE LLP
Richard P. Carmody, Esq.
Regions Harbert Plaza
1901 6th Avenue North, Suite 3000
Birmingham, AL 35203
E-mail: richard.carmondy@arlaw.com
- and -
JENNER & BLOCK LLP
Catherine Steege, Esq.
Charles B. Sklarsky, Esq.
Melissa M. Root, Esq.
Landon S. Raiford, Esq.
353 North Clark Street
Chicago, Illinois 60654-3456
Tel: (312) 222-9350
Fax: (312) 527-0484
E-mail: csteege@jenner.com
csklarsky@jenner.com
mroot@jenner.com
lraiford@jenner.com
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Frères & Co. LLC as financial advisor.
WHISKEY ONE: Court Denies FAIRMD's Bids to Dismiss Ch. 11 Case
--------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland, Baltimore Division, denied FAIRMD, LLC's motion to
dismiss the Chapter 11 case of Whiskey One Eight, LLC.
Judge Rice also denied Richard E. Polm's joinder to FAIRMD's motion
to dismiss.
Judge Rice held that for the reasons stated in the Court's oral
findings of fact and conclusions of law made on record at the
hearing, the Motions to Dismiss should be denied.
Richard E. Polm is represented by:
Robert B. Scarlett, Esq.
SCARLETT, CROLL & MYERS, P.A.
201 N. Charles Street, Suite 600
Baltimore, MD 21201
Telephone: (410)468-3100
Email: Rscarlett@ScarlettCroll.com
About Whiskey One
Whiskey One Eight, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois
signed the petition as managing member. The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$1
million.
Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as
the Debtor's counsel. Judge David E. Rice presides over the case.
WHISKEY ONE: FAIRMD Wants 50-Acre Real Property Declared as SARE
----------------------------------------------------------------
FAIRMD, LLC, asks the U.S. Bankruptcy Court for the District of
Maryland to declare that the real property owned by Whiskey One
Eight, LLC, constitutes a "single asset real estate" and that the
real property is subject to the provisions of Section 362(d)(3) of
the Bankruptcy Code.
The Debtor's property consists of a 50.94 acre parcel of real
property commonly known as 520 Brock Bridge Road, in Laurel,
Maryland. It is currently being leased to Red Plane Aviation,
Inc., which operates a small airport on the Property. Red Plane
pays rent to the Debtor, which is the Debtor's only income.
Lisa Bittle Tancredi, Esq., at Gebhardt & Smith LLP, in Baltimore,
Maryland, asserts that the Debtor's real property bears the
hallmarks of single asset real estate. Ms. Tancredi relates that
the Debtor owns approximately 51 contiguous acres of land purchased
for the purpose of residential development. Ms. Tancredi further
relates that currently, the only income generated by the property
is derived from a lease with nominal rent. She contends that the
Debtor conducts no substantial business on the property other than
as a landlord and that to the extent that the Debtor is attempting
to develop the property, such attempts are activities "incidental"
to the business of operating the real property. Ms. Tancredi
asserts that the Court should designate the Debtor's property as
SARE so that the Debtor is subject to the provisions of Section
362(d)(3).
FAIRMD, LLC, is represented by:
Lisa Bittle Tancredi, Esq.
Michael D. Nord, Esq.
Keith M. Lusby, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, MD 21202
Telephone: (410)385-5048
Facsimile: (443)957-1920
Email: mnord@gebsmith.com
ltancredi@gebsmith.com
klusby@gebsmith.com
About Whiskey One
Whiskey One Eight, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois
signed the petition as managing member. The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$1
million.
Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as
the Debtor's counsel. Judge David E. Rice presides over the case.
WPCS INTERNATIONAL: Signs Change in Control Agreements
------------------------------------------------------
WPCS International Incorporated entered into change in control
agreements with Sebastian Giordano, its interim chief executive
officer and David Allen, its chief financial officer, according to
a document filed with the Securities and Exchange Commission.
The Agreements have initial terms of four years and automatically
extend for additional one-year periods at the expiration of the
initial term and on each anniversary thereafter unless either party
notifies the other party of non-renewal no later than 30 days prior
to such anniversary. Under the Agreements, Messrs. Giordano and
Allen are entitled to payments of $350,000 and $150,000,
respectively, upon a change in control of the Company.
All payments under the Agreements are contingent upon the
respective officer's execution and non-revocation of a general
release of claims against the Company.
The Agreements provide that, if necessary, payments will be reduced
to the maximum amount payable without loss of a deduction under
Section 280G of the Internal Revenue Code.
The Agreements contain restrictive covenants prohibiting the
unauthorized disclosure of confidential information of the Company
or its affiliates by the officers during and after their employment
with the Company, and prohibiting the officers from competing with
the Company or its affiliates and from soliciting their employees
or customers during employment and for 12 months after termination
of employment for any reason.
About WPCS International Incorporated
WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
WPCS reported a net loss attributable to the Company's common
shareholders of $11.3 million on $24.4 million of revenue for the
year ended April 30, 2015, compared with a net loss attributable to
the Company's common shareholders of $11.2 million on $15.7 million
of revenue for the year ended April 30, 2014.
As of April 30, 2015, the Company had $15.1 million in total
assets, $15.3 million in total liabilities and a $139,064 total
deficit.
WPCS INTERNATIONAL: Stockholders Elect Four Directors
-----------------------------------------------------
The 2015 annual meeting of stockholders of WPCS International
Incorporation was held on Sept. 29, 2015, at which the
stockholders:
(a) elected Sebastian Giordano, Charles Benton, Norm Dumbroff
and Edward Gildea as directors;
(b) ratified the appointment of Marcum LLP to serve as the
Company's independent registered public accountants for the
fiscal year ending April 30, 2016; and
(c) approved the WPCS International Incorporated Amended and
Restated 2014 Equity Incentive Plan, increasing the number
of shares available for issuance under the Amended and
Restated Plan by 3,500,000 shares and re-approved Code
Section 162(m) limits and criteria.
About WPCS International Incorporated
WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
WPCS reported a net loss attributable to the Company's common
shareholders of $11.3 million on $24.4 million of revenue for the
year ended April 30, 2015, compared with a net loss attributable to
the Company's common shareholders of $11.2 million on $15.7 million
of revenue for the year ended April 30, 2014.
As of April 30, 2015, the Company had $15.1 million in total
assets, $15.3 million in total liabilities and a $139,064 total
deficit.
ZOGENIX INC: Great Point Reports 5.9% Stake as of Sept. 25
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Great Point Partners, LLC, Dr. Jeffrey R. Jay, M.D. and
Mr. David Kroin disclosed that as of Sept. 25, 2015, they
beneficially owned 1,466,357 shares of common stock of Zogenix,
Inc., which represents 5.93 percent of the shares outstanding. A
copy of the regulatory filing is available at http://is.gd/ccSQsz
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
Zogenix reported net income of $8.58 million in 2014 following a
net loss of $80.85 million in 2013.
As of June 30, 2015, the Company had $246.7 million in total
assets, $138.6 million in total liabilities and $108.1 million in
total stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company's
recurring losses from operations and negative cash flows from
operating activities raise substantial doubt about its ability to
continue as a going concern.
[*] Bankruptcy Law Did More Harm Than Good, Panelists Say
---------------------------------------------------------
Stephanie Cumings, writing for Bloomberg News, reported that a
major overhaul of the bankruptcy system in 2005 may be driving away
consumers who are the most in need of the system's protection, at
least according to some experts at an American Bankruptcy Institute
webinar held on Oct. 6.
According to the report, while two of the panelists argued that the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 has
created more obstacles for honest consumer debtors, one countered
that the legislation has at least met its stated goal of reducing
the "skyrocketing" number of consumer bankruptcies. Although
BAPCPA was ostensibly created to combat supposed abuse of the
bankruptcy system, one of the panelists, attorney Caralyce M.
Lassner of Acclaim Legal Services PLLC in Warren, Michigan, said in
practice it has been like "using a backhoe to fix a crack in your
sidewalk," the Bloomberg report cited.
BAPCPA was passed in 2005 to deter abuse of the bankruptcy system
by "wealthy debtors" who could in fact afford to pay their debts,
according to panelist Joseph S. Rubin of Arnall Golden Gregory LLP
in Washington, who served as counsel to the House Judiciary
Committee during development of BAPCPA, the report related. Rubin
said that stopping these fraudulent bankruptcy filings was the
"primary focus" of the legislation, the report further related.
But Professor Lois R. Lupica of the University of Maine School of
Law said that empirical studies have found no evidence of such
"widespread abuse" among consumer debtors, the report said.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Jeong Hee Choi
Bankr. C.D. Cal. Case No. 15-24588
Chapter 11 Petition filed September 21, 2015
In re 9 Business Park Drive, LLC
Bankr. D. Conn. Case No. 15-31579
Chapter 11 Petition filed September 21, 2015
See http://bankrupt.com/misc/ctb15-31579.pdf
represented by: David L. Weiss, Esq.
COHEN AND ACAMPORA
E-mail: cohenandacampora@snet.net
In re Luxury4Less.Net, LLC
Bankr. D.D.C. Case No. 15-00491
Chapter 11 Petition filed September 21, 2015
See http://bankrupt.com/misc/dcb15-00491.pdf
represented by: Anthony M. Rachal, III, Esq.
LAW OFFICE OF ANTHONY M. RACHAL III
E-mail: amrlaw@att.net
In re LVN Property Management, LLC
Bankr. M.D. Fla. Case No. 15-08001
Chapter 11 Petition filed September 21, 2015
See http://bankrupt.com/misc/flmb15-08001.pdf
represented by: Jeffrey Ainsworth, Esq.
BRANSONLAW PLLC
E-mail: jeff@bransonlaw.com
In re Callis Transportation and Warehousing Company
Bankr. D. Md. Case No. 15-23105
Chapter 11 Petition filed September 21, 2015
See http://bankrupt.com/misc/mdb15-23105.pdf
represented by: Michael Patrick Coyle, Esq.
THE COYLE LAW GROUP LLC
E-mail: mcoyle@thecoylelawgroup.com
In re Santana Jade Cline
Bankr. D. Nev. Case No. 15-15412
Chapter 11 Petition filed September 21, 2015
In re HEI Properties LLC
Bankr. N.D. Ohio Case No. 15-33065
Chapter 11 Petition filed September 21, 2015
See http://bankrupt.com/misc/ctb15-33065.pdf
filed Pro Se
In re B & B Alexandria Corporate Park TIC 34, LLC
Bankr. E.D. Va. Case No. 15-13290
Chapter 11 Petition filed September 21, 2015
See http://bankrupt.com/misc/vaeb15-13290.pdf
represented by: Todd Lewis, Esq.
THE LEWIS LAW GROUP, P.C.
E-mail: todd.lewis@tllgpc.com
In re Lydia Ong Sanders
Bankr. C.D. Cal. Case No. 15-14615
Chapter 11 Petition filed September 22, 2015
In re Shahid Chaudhry
Bankr. C.D. Cal. Case No. 15-14629
Chapter 11 Petition filed September 22, 2015
In re Joel Lazaro and Rosemarie Lazaro
Bankr. C.D. Cal. Case No. 15-14635
Chapter 11 Petition filed September 22, 2015
In re JCD Associates, LLC
Bankr. D. Conn. Case No. 15-31585
Chapter 11 Petition filed September 22, 2015
See http://bankrupt.com/misc/ctb15-31585.pdf
represented by: Scott M. Charmoy, Esq.
CHARMOY & CHARMOY
E-mail: scottcharmoy@charmoy.com
In re Jennifer Lynn Fortune-Nalovic
Bankr. N.D. Fla. Case No. 15-30974
Chapter 11 Petition filed September 22, 2015
In re Scott E. Condon
Bankr. D. Mass. Case No. 15-13649
Chapter 11 Petition filed September 22, 2015
In re Richard Ng
Bankr. D. Mass. Case No. 15-13655
Chapter 11 Petition filed September 22, 2015
In re Miguel Gonzalez and Alicia C. Gonzalez
Bankr. D. Md. Case No. 15-23165
Chapter 11 Petition filed September 22, 2015
In re Eilene DaSilva
Bankr. D.N.J. Case No. 15-27782
Chapter 11 Petition filed September 22, 2015
In re Economy Car Service LLC
Bankr. S.D.N.Y. Case No. 15-12603
Chapter 11 Petition filed September 22, 2015
See http://bankrupt.com/misc/nysb15-12603.pdf
represented by: Dan Shaked, Esq.
SHAKED LAW GROUP, PC
E-mail: dan@shakedandposner.com
In re Pike County Environmental, Inc.
Bankr. M.D. Penn. Case No. 15-04045
Chapter 11 Petition filed September 22, 2015
See http://bankrupt.com/misc/pamb15-04045.pdf
represented by: John J. Martin, Esq.
LAW OFFICES JOHN J. MARTIN
E-mail: jmartin@martin-law.net
In re David T. Plummer
Bankr. M.D. Fla. Case No. 15-04193
Chapter 11 Petition filed September 22, 2015
In re The Chop House Grill
Bankr. M.D. Ala. Case No. 15-32655
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/almb15-32655.pdf
filed Pro Se
In re Franklin Danziger
Bankr. D. Ariz. Case No. 15-12161
Chapter 11 Petition filed September 23, 2015
In re Special Education Solutions, Inc.
Bankr. W.D. Ark. Case No. 15-72411
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/arwb15-72411.pdf
represented by: Stanley V. Bond, Esq.
BOND LAW OFFICE
E-mail: attybond@me.com
In re Deco-Pac Corporation
Bankr. C.D. Cal. Case No. 15-19379
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/cacb15-19379.pdf
represented by: Dennis Connelly, Esq.
LAW OFFICE OF DENNIS CONNELLY
E-mail: socalesquire@gmail.com
In re Star Mallory
Bankr. N.D. Cal. Case No. 15-53039
Chapter 11 Petition filed September 23, 2015
In re W & P Enterprises, Inc.
Bankr. D. Md. Case No. 15-23243
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/mdb15-23243.pdf
represented by: Richard M. McGill, Esq.
LAW OFFICES OF RICHARD M. MCGILL
E-mail: mcgillrm@aol.com
In re Dan Domenico Lombardi, Jr.
Bankr. D.N.J. Case No. 15-27923
Chapter 11 Petition filed September 23, 2015
In re 293 Adelphi LLC
Bankr. E.D.N.Y. Case No. 15-44331
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/nyeb15-44331.pdf
filed Pro Se
In re Glenmar Corporation
Bankr. W.D.N.Y. Case No. 15-12035
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/nywb15-12035.pdf
represented by: James M. Joyce, Esq.
E-mail: jmjoyce@lawyer.com
In re Buffalo Bartainer, Inc.
Bankr. W.D.N.Y. Case No. 15-12036
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/nywb15-12036.pdf
represented by: James M. Joyce, Esq.
E-mail: jmjoyce@lawyer.com
In re Randy F. Stout
Bankr. W.D. Penn. Case No. 15-11002
Chapter 11 Petition filed September 23, 2015
In re JaKays Salon & Day Spa, Inc.
Bankr. W.D. Penn. Case No. 15-23478
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/pawb15-23478.pdf
represented by: Christopher M. Frye, Esq.
STEIDL & STEINBERG
E-mail: chris.frye@steidl-steinberg.com
In re Michael Braddick
Bankr. N.D. Tex. Case No. 15-33830
Chapter 11 Petition filed September 23, 2015
In re Bioflex Limited Partnership
Bankr. N.D. Tex. Case No. 15-33831
Chapter 11 Petition filed September 23, 2015
See http://bankrupt.com/misc/txnb15-33831.pdf
represented by: Kevin S. Wiley, Jr., Esq.
LAW OFFICES OF KEVIN S. WILEY JR.
Email: kevinwiley@lkswjr.com
In re Texas Premier Technology Institute Inc.
Bankr. N.D. Tex. Case No. 15-33834
Chapter 11 Petition filed September 23, 2015
filed Pro Se
In re Natasha N. Dremlyuga
Bankr. W.D. Wash. Case No. 15-15660
Chapter 11 Petition filed September 23, 2015
In re Alejandro C. Casabar, Jr. and Caroline C. Casabar
Bankr. N.D. Cal. Case No. 15-53043
Chapter 11 Petition filed September 24, 2015
In re Tradingpoint Services, LLC
Bankr. M.D. Fla. Case No. 15-08119
Chapter 11 Petition filed September 24, 2015
See http://bankrupt.com/misc/flmb15-08119.pdf
represented by: Aldo G Bartolone, Jr, Esq.
BARTOLONE LEGAL GROUP, PA
E-mail: aldo@bartolonelaw.com
In re Rumia Tanyalete Ambrose-Burbank
Bankr. E.D. Mich. Case No. 15-54057
Chapter 11 Petition filed September 24, 2015
See http://bankrupt.com/misc/mieb15-54057.pdf
represented by: Edward J. Gudeman, Esq.
GUDEMAN & ASSOCIATES, P.C.
E-mail: ejgudeman@gudemanlaw.com
In re Robbie's Investments, LLC
Bankr. W.D. Mo. Case No. 15-61058
Chapter 11 Petition filed September 24, 2015
See http://bankrupt.com/misc/mowb15-61058.pdf
represented by: Ted L. Tinsman, Esq.
DOUGLAS HAUN & HEIDEMANN, P.C.
E-mail: ted@dhhlawfirm.com
In re Robert C Marshall
Bankr. D. Nev. Case No. 15-15491
Chapter 11 Petition filed September 24, 2015
In re RBJ Generational Wealth Management LLC
Bankr. D. Nev. Case No. 15-15469
Chapter 11 Petition filed September 24, 2015
See http://bankrupt.com/misc/nvb15-15469.pdf
represented by: Seth D Ballstaedt, Esq.
The Ballstaedt Law Firm
E-mail: seth@ballstaedtlaw.com
In re Zacomar LLC
Bankr. E.D.N.Y. Case No. 15-44350
Chapter 11 Petition filed September 24, 2015
See http://bankrupt.com/misc/nyeb15-44350.pdf
filed Pro Se
In re Roxanne Durham
Bankr. E.D.N.Y. Case No. 15-44355
Chapter 11 Petition filed September 24, 2015
In re Simon Zarour
Bankr. S.D.N.Y. Case No. 15-23381
Chapter 11 Petition filed September 24, 2015
In re Daniel Migliore and Paula S. Migliore
Bankr. W.D. Penn. Case No. 15-23508
Chapter 11 Petition filed September 24, 2015
In re Ada's Creations, Inc.
Bankr. D.R.I. Case No. 15-11836
Chapter 11 Petition filed September 24, 2015
See http://bankrupt.com/misc/rib15-11836.pdf
represented by: Douglas H. Smith, Esq.
LAW OFFICE OF DOUGLAS H. SMITH
E-mail: lodhs5113@cox.net
In re E9 Logistics Incorporated
Bankr. E.D. Tex. Case No. 15-41693
Chapter 11 Petition filed September 24, 2015
See http://bankrupt.com/misc/txeb15-41693.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS P.C.
E-mail: eric@ealpc.com
In re Harper & Associates Insurance, Inc.
Bankr. S.D. Ala. Case No. 15-03160
Chapter 11 Petition filed September 25, 2015
See http://bankrupt.com/misc/alsb15-03160.pdf
represented by: Richard M. Gaal, Esq.
MCDOWELL, KNIGHT, ROEDDER & SLEDGE
E-mail: rgaal@mcdowellknight.com
In re Sandia Distributors, Inc.
Bankr. D. Ariz. Case No. 15-12314
Chapter 11 Petition filed September 25, 2015
See http://bankrupt.com/misc/azb15-12314.pdf
represented by: Eric Ollason, Esq.
E-mail: eollason@182court.com
In re Automatic Transmission, Incorporated
Bankr. N.D. Ill. Case No. 15-32760
Chapter 11 Petition filed September 25, 2015
See http://bankrupt.com/misc/ilnb15-32760.pdf
represented by: Michael Oreluk, Esq.
SCHALLER LAW FIRM P.C.
Email: slfecfmail@gmail.com
In re Terrence M Garrity
Bankr. N.D. Ill. Case No. 15-32837
Chapter 11 Petition filed September 25, 2015
In re Joseph Warren Marquardt
Bankr. W.D. La. Case No. 15-51213
Chapter 11 Petition filed September 25, 2015
In re Adcock Properties
Bankr. S.D. Miss. Case No. 15-02980
Chapter 11 Petition filed September 25, 2015
See http://bankrupt.com/misc/mssb15-02980.pdf
represented by: Robert Rex McRaney, Jr., Esq.
MCRANEY & MCRANEY
E-mail: mcraneymcraney@bellsouth.net
In re New Jersey Ogden, LLC
Bankr. D.N.J. Case No. 15-28107
Chapter 11 Petition filed September 25, 2015
See http://bankrupt.com/misc/njb15-28107.pdf
represented by: Melinda D. Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
E-mail: middlebrooks@middlebrooksshapiro.com
In re Fern Joy Ciraolo
Bankr. E.D.N.Y. Case No. 15-74084
Chapter 11 Petition filed September 25, 2015
In re JTM Investments, LLC
Bankr. E.D. Penn. Case No. 15-16925
Chapter 11 Petition filed September 25, 2015
See http://bankrupt.com/misc/paeb15-16925.pdf
represented by: Mark S. Danek, Esq.
THE DANEK LAW FIRM LLC
E-mail: msd@daneklawfirm.com
In re David Yarnall and Gail Yarnall
Bankr. W.D. Wash. Case No. 15-15762
Chapter 11 Petition filed September 26, 2015
In re Empire Beauty Salon Inc
Bankr. M.D. Fla. Case No. 15-08210
Chapter 11 Petition filed September 27, 2015
See http://bankrupt.com/misc/flmb15-08210.pdf
represented by: John Andrew Braithwaite, Esq.
BRAITHWAITE & ASSOCIATES, PA
E-mail: andy.braithwaitelaw@gmail.com
In re Rock Solid Life Changers, LLC
Bankr. W.D. Mo. Case No. 15-42828
Chapter 11 Petition filed September 27, 2015
See http://bankrupt.com/misc/mowb15-42828.pdf
represented by: Jill D. Olsen, Esq.
THE OLSEN LAW FIRM, LLC
E-mail: jill@olsenlawkc.com
In re Carman Industries, LLC
Bankr. E.D. Tex. Case No. 15-41707
Chapter 11 Petition filed September 27, 2015
See http://bankrupt.com/misc/txeb15-41707.pdf
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Bradford J. Staph, DDS, APC
Bankr. C.D. Cal. Case No. 15-14711
Chapter 11 Petition filed September 28, 2015
See http://bankrupt.com/misc/cacb15-14711.pdf
represented by: John H Bauer, Esq.
FINANCIAL RELIEF LEGAL ADVOCATES INC.
E-mail: johnbhud@aol.com
In re Theodore William Voigtlander, Jr.
Bankr. C.D. Cal. Case No. 15-24883
Chapter 11 Petition filed September 28, 2015
In re Tabernacle Missionary Baptist Church
Bankr. S.D. Miss. Case No. 15-03001
Chapter 11 Petition filed September 28, 2015
See http://bankrupt.com/misc/mssb15-03001.pdf
represented by: Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
E-mail: cmgeno@cmgenolaw.com
In re Training Solutions, LLC
Bankr. D.N.J. Case No. 15-28179
Chapter 11 Petition filed September 28, 2015
See http://bankrupt.com/misc/njb15-28179.pdf
represented by: Richard D Robinson, Esq.
LAW OFFICES OF RICHARD D ROBINSON
E-mail: Richard1914@gmail.com
In re Monte L. Masingale and Rosana D. Masingale
Bankr. E.D. Wash. Case No. 15-03276
Chapter 11 Petition filed September 28, 2015
In re Granville Alan Brinkman and Robbin Rena Brinkman
Bankr. W.D. Wash Case No. 15-44496
Chapter 11 Petition filed September 28, 2015
In re Thomas Oushin
Bankr. C.D. Cal. Case No. 15-24958
Chapter 11 Petition filed September 29, 2015
represented by: Onyinye N Anyama, Esq.
ANYAMA LAW FIRM
E-mail: onyi@anyamalaw.com
In re Elk Grove Communications Tower, Inc.
Bankr. E.D. Cal. Case No. 15-27601
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/caeb15-27601.pdf
filed Pro Se
In re Geny Noble Lima
Bankr. S.D. Fla. Case No. 15-27280
Chapter 11 Petition filed September 29, 2015
In re J&J Contractors Enterprises, Inc.
Bankr. S.D. Ind. Case No. 15-08203
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/insb15-08203.pdf
represented by: Eric C Redman, Esq.
REDMAN LUDWIG PC
E-mail: ksmith@redmanludwig.com
In re Edward Maurice Hope and Kimberly Michelle Hope
Bankr. D. Kan. Case No. 15-22079
Chapter 11 Petition filed September 29, 2015
In re Farb, Inc.
Bankr. D. Mass. Case No. 15-13746
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/mab15-13746.pdf
represented by: John F. Sommerstein, Esq.
LAW OFFICES OF JOHN F. SOMMERSTEIN
E-mail: jfsommer@aol.com
In re David L Lynn and Pamela J Lynn
Bankr. D. Md. Case No. 15-23491
Chapter 11 Petition filed September 29, 2015
In re Gulfport Obstetrical and Gynecological Clinic, P.A.
Bankr. S.D. Miss. Case No. 15-51557
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/mssb15-51557.pdf
represented by: William J. Little, Jr., Esq.
LENTZ & LITTLE, P.A.
E-mail: ecf@lentzlittle.com
In re Maas Global Solutions Corporation
Bankr. D. Nev. Case No. 15-15566
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/nvb15-15566.pdf
filed Pro Se
In re Kerry Dewayne Reed
Bankr. W.D. Okla. Case No. 15-13718
Chapter 11 Petition filed September 29, 2015
In re Pawlings Road Land Associates, LLC
Bankr. E.D. Penn. Case No. 15-17006
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/paeb15-17006.pdf
represented by: Daniel W. McCartney, Jr., Esq.
DANIEL W. MCCARTNEY, JR., PC
E-mail: daniel.mccartney.esq@gmail.com
In re Estudio Legal Loiza, CSP
Bankr. D.P.R. Case No. 15-07537
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/prb15-07537.pdf
represented by: Robert Millan, Esq.
MILLAN LAW OFFICES
E-mail: rmi3183180@aol.com
In re A Plus Sewer & Water Co.
Bankr. D. Utah Case No. 15-29123
Chapter 11 Petition filed September 29, 2015
See http://bankrupt.com/misc/utb15-29123.pdf
represented by: Matthew K. Broadbent, Esq.
VANNOVA LEGAL, PLLC
E-mail: matt@vannovalegal.com
In re Hendrix & Company, LLC
Bankr. D. Ariz. Case No. 15-12518
Chapter 11 Petition filed September 30, 2015
See http://bankrupt.com/misc/azb15-12518.pdf
represented by: Ronald J. Ellett, Esq.
ELLETT LAW OFFICES, P.C.
E-mail: rjellett@ellettlaw.phxcoxmail.com
In re Maryam Sheikhbahaei
Bankr. C.D. Cal. Case No. 15-13271
Chapter 11 Petition filed September 30, 2015
In re Tricia Star Washington
Bankr. C.D. Cal. Case No. 15-25096
Chapter 11 Petition filed September 30, 2015
See http://bankrupt.com/misc/cacb15-25096.pdf
represented by: Onyinye N Anyama, Esq.
ANYAMA LAW FIRM
E-mail: onyi@anyamalaw.com
In re Dipankar Banerjee and Moushumi Banerjee
Bankr. S.D. Fla. Case No. 15-27400
Chapter 11 Petition filed September 30, 2015
In re Debra J. O'Malley
Bankr. N.D. Il. Case No. 15-33413
Chapter 11 Petition filed September 30, 2015
In re Victor Paul Doda, Jr.
Bankr. D. Md. Case No. 15-23503
Chapter 11 Petition filed September 30, 2015
In re John R Kovacs
Bankr. D. Md. Case No. 15-23508
Chapter 11 Petition filed September 30, 2015
In re Joe's Place of the Bronx, NY, Inc.
Bankr. S.D.N.Y. Case No. 15-12688
Chapter 11 Petition filed September 30, 2015
See http://bankrupt.com/misc/nysb15-12688.pdf
represented by: Norma E. Ortiz, Esq.
ORTIZ & ORTIZ, LLP
E-mail: email@ortizandortiz.com
In re DOC Management Corp
Bankr. S.D. Tex. Case No. 15-35083
Chapter 11 Petition filed September 30, 2015
See http://bankrupt.com/misc/txsb15-35083.pdf
filed Pro Se
In re Rodney George Pierce
Bankr. W.D. Wash. Case No. 15-15885
Chapter 11 Petition filed September 30, 2015
*********
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
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re-mailing and photocopying) is strictly prohibited without prior
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The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***