/raid1/www/Hosts/bankrupt/TCR_Public/151202.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, December 2, 2015, Vol. 19, No. 336
Headlines
12TH & HARGRAVE: Voluntary Chapter 11 Case Summary
AK STEEL: Moody's Confirms B3 CFR; Outlook Negative
ALPHA NATURAL: Prime Clerk Okayed as Committee's Information Agent
AQUAE DIORA: Case Summary & 16 Largest Unsecured Creditors
ARAMID ENTERTAINMENT: Files Full-Payment Liquidating Plan
ARAMID ENTERTAINMENT: Plan Outline Hearing on Dec. 16
ATLANTIC & PACIFIC: Food Bazaar to Acquire Assets for $8.79-Mil.
ATLANTIC & PACIFIC: To Sell Assets to Fransula for $6.79 Million
B&L EQUIPMENT: Case Summary & 17 Largest Unsecured Creditors
BALL CORP: Moody's Confirms Ba1 CFR & Rates New EUR1.5BB Notes Ba1
BALL CORP: S&P Assigns 'BB+' Rating on New Sr. Unsecured Notes
BEACON ROOFING: S&P Reinstates 'BB+' Rating on Term Loan B
BEHAVIORAL SUPPORT: Equity Owners Seek Dismissal of Ch. 11 Case
BT FOREST PARK: Voluntary Chapter 11 Case Summary
BULLIONDIRECT INC: Committee Wants Case Converted to Chapter 7
CEQUEL DATA: S&P Affirms 'B' Corp. Credit Rating
COLLINS & AIKMAN: Elmira Property Consent Decree w/ Dobbas Granted
DALLAS PROTON: Objects to Bid to Convert Ch. 11 Case
DETROIT, MI: AFSME Allowed to Intervene in Clean Water Act Suit
DIGITALSOUND PRODUCTION: Case Summary & 20 Top Unsecured Creditors
EAST END DEVELOPMENT: Purchaser Responds to Inquiry on Final Decree
EMERALD ISLE: Section 341 Meeting Scheduled for Jan. 5
EMERALD ISLE: Voluntary Chapter 11 Case Summary
ENERGY FUTURE: Bankruptcy Casts Going Concern Doubt on EFIH
ENERGY FUTURE: Discloses Status of Objections to Plan
ENERGY FUTURE: EFCH Posts $1.5-Bil. Net Loss in Qtr. Ended Sept. 30
ENERGY FUTURE: EFH Has $1.5-Bil. Net Loss in Qtr. Ended Sept. 30
ENERGY FUTURE: Needs Until July 21 to Remove Actions
ENERGY FUTURE: U.S. Trustee Objects to Fidelity Settlement
EWT HOLDINGS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
FALCON PREMIER: Case Summary & 2 Largest Unsecured Creditors
FOREST PARK REALTY: Voluntary Chapter 11 Case Summary
FPMC FORT WORTH: Voluntary Chapter 11 Case Summary
GARLOCK SEALING: Files Omnibus Objections to Asbestos Claims
GARLOCK SEALING: Firms, FCR Seek Temporary Allowance of Claims
GARLOCK SEALING: To Revise Criteria for Class 4 Claims Voting
GAS-MART USA: UMB, Sun Life Object to SNC JJ Stipulation
GAS-MART USA: UMB, Sun Life Say Wells Fargo Stipulation Premature
GIFFORD GROUP: Case Summary & 20 Largest Unsecured Creditors
GO YE VILLAGE: Case Summary & 20 Largest Unsecured Creditors
HAGGEN HOLDINGS: Smart & Final Gets Court Nod to Acquire 32 Stores
HEARTLAND DENTAL: S&P Lowers CCR to 'B-', Outlook Stable
HOVENSA LLC: Court Approves $190-Mil. Sale of Oil Terminal Assets
HOVENSA LLC: No Objections for Application to Hire Prime Clerk
IE TEST LLC: Case Summary & 20 Largest Unsecured Creditors
INDEPENDENT BANCSHARES: Posts Net Loss, Ups Going Concern Doubt
J A FLATS II: Case Summary & 3 Largest Unsecured Creditors
JAG VENTURES: Case Summary & 16 Largest Unsecured Creditors
LEHMAN BROTHERS: FirstBank Loses 2nd Summary Judgment Bid
LENNAR BUFFINGTON: Involuntary Chapter 11 Case Summary
MAGNOLIA BREWING: Case Summary & 20 Largest Unsecured Creditors
MASTER INVESTMENT: Voluntary Chapter 11 Case Summary
MASTER INVESTMENT: Voluntary Chapter 11 Case Summary
MORNINGSTAR MARKETPLACE: Drops Plan as Part of Cash Use Deal
NGL ENERGY: S&P Rates New $300MM Sr. Unsec. Notes Due 2020 'BB-'
NUANCE COMMUNICATIONS: S&P Rates New 2035 Debentures 'BB-'
OLD DOMINION: Voluntary Chapter 11 Case Summary
PEEKAY BOUTIQUES: Admits Doubt About Going Concern Ability
PORT AGGREGATES: Court Orders Closure of Bankruptcy Case
POSTMEDIA NETWORK: S&P Lowers CCR to 'CCC+'; Outlook Negative
PSL-NORTH AMERICA: Exclusive Solicitation Period Expires Feb. 16
REEDY GLOBAL: Case Summary & 10 Largest Unsecured Creditors
SAN BERNARDINO, CA: Firefighters' Suit Remains in Bankr. Court
SEMLER SCIENTIFIC: Has $1.58M Net Loss in 3rd Quarter
SIGNAL INTERNATIONAL: Court Confirms Ch. 11 Liquidation Plan
SOUTHERN REGIONAL: Creation of Creditor Trust Agreement Sought
SRA INT'L: S&P Raises CCR to 'BB+' Then Withdraw Ratings
SUNTECH AMERICA: Disclosure Statement Hearing on Jan. 13
TRANS COASTAL: Needs Until March 20 to File Ch. 11 Plan
TWIN RINKS: Liquidating Plan Accepted by Voting Classes
UNITED REHABLITATION: Case Summary & 2 Top Unsecured Creditors
USA DISCOUNTERS: Seeks Feb. 18 Extension of Action Removal Period
VERTIS HOLDINGS: Dec. 8 Hearing on Bid to Dismiss Chapter 11 Cases
VICTORY MEDICAL: Needs Until Jan. 8 to File Plan
ZAFS INVESTMENTS: Voluntary Chapter 11 Case Summary
[*] Distressed-Debt Exchanges Signal Pain in High Yield
[*] Fitch Says Firms Earnings to Remain Challenging in 2016
[*] Gooding Selected as American College of Bankruptcy Fellow
[*] Junk-Bond Losses Pile Up as Traders Flee Any Whiff of Bad News
*********
12TH & HARGRAVE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 12th & Hargrave Interests, LLC
4807 Spicewood Springs Rd, Suite 104
Austin, TX 78759-8444
Case No.: 15-11573
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Tony M. Davis
Debtor's Counsel: Ron Satija, Esq.
HAJJAR PETERS LLP
3144 Bee Caves Rd
Austin, TX 78746
Tel: 512.637.4956
Fax: 512.637.4958
Email: rsatija@legalstrategy.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Todd McCullough, chief executive
officer.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
AK STEEL: Moody's Confirms B3 CFR; Outlook Negative
---------------------------------------------------
Moody's Investors Service confirmed AK Steel Corporation's B3
corporate family rating and B3-PD probability of default rating.
At the same time Moody's confirmed the company's B2 senior secured
notes rating, Caa1 senior unsecured notes rating, the Caa1 Revenue
bond ratings and the (P) Caa1 rating for senior unsecured debt.
The speculative grade liquidity rating remains unchanged at SGL-3.
The outlook is negative. This concludes the review for downgrade
initiated on Oct. 8, 2015.
The confirmation of AK Steel's ratings reflects Moody's expectation
that the company's performance will benefit from a slowly improving
cost profile, improved operating efficiencies and good contract
position with its automotive customers, although the company's
metrics remain weak for the rating. The company's metrics have
gradually improved compared to fiscal year 2014. AK Steel's
leverage position was heightened at 13.6x in 2014 due to elevated
debt levels to fund the acquisition of Dearborn combined with low
operating levels associated with the severe winter weather
conditions that negatively affected first half 2014 performance
causing reduced production levels and higher transportation,
natural gas and electricity costs. The company reported a stronger
performance in the third quarter ended Sept. 30, 2015 and leverage
has moderated to 8.4x for the twelve months ended Sept. 30, 2015.
Moody's do not expect improvement from this level at year-end
2015.
Confirmations:
Issuer: AK Steel Corporation
Corporate Family Rating, Confirmed at B3
Probability of Default Rating, Confirmed at B3-PD
Gtd Senior Secured Regular Bond/Debenture, Confirmed at B2
(LGD3)
Gtd Senior Unsecured Conv./Exch. Bond/Debenture, Confirmed at
Caa1 (LGD5)
Gtd Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1
(LGD5)
Gtd Senior Unsecured Shelf, Confirmed at (P)Caa1
Unchanged:
Issuer: AK Steel Corporation
Speculative Grade Liquidity Rating, unchanged SGL-3
Issuer: Butler County Industrial Dev. Auth., PA
Senior Unsecured Revenue Bonds, Confirmed at Caa1 (LGD5)
Issuer: Ohio Air Quality Development Authority
Senior Unsecured Revenue Bonds, Confirmed at Caa1 (LGD5)
Issuer: Rockport (City of) IN
Senior Unsecured Revenue Bonds, Confirmed at Caa1 (LGD5)
Outlook Actions:
Issuer: AK Steel Corporation
Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
AK's B3 CFR reflects the weak debt protection metrics and high
leverage evidenced by the company as challenging conditions in the
U.S. steel industry continue to negatively impact the level of
operating improvement that can be achieved and sustained. The
rating considers AK Steel's currently low capacity utilization
rates and relatively high costs as a percentage of sales given the
less than optimal fixed cost absorption capability. However, the
rating anticipates that utilization rates and fixed cost absorption
will improve in 2016 given the company's actions to idle capacity
in its Ashland facility, lower input costs for iron ore and coking
coal and its continued ability to drive costs out. AK's performance
through 2016 is expected to show modest improvement and have higher
operating levels at Dearborn and Middletown driven by the continued
strength in the automotive industry and gradual improving
fundamentals in manufacturing and commercial construction.
The rating also acknowledges the pending trade cases for coated
steel, cold rolled steel and hot rolled steel, the outcome of which
will have an impact on industry performance, including that of AK
Steel. The B3 CFR considers AK's position as a mid tier steel
producer. The company's business mix includes a meaningful level
of value added products, including coated, electrical and stainless
products, as well as its strong contracted position are supporting
factors in the rating. It also recognizes the company's ability to
maintain an adequate liquidity profile even if steel prices and
shipment levels show no meaningful improvement in 2016.
The SGL-3 speculative grade liquidity rating reflects our view that
AK Steel will maintain adequate liquidity over the next four
quarters. Moody's forecasts that the company will continue to
operate with lower than previous historical cash balances but that
the company will evidence a decreasing level of cash burn that can
be accommodated within its liquidity profile due to the absence of
meaningful debt maturities over the next 12-18 months, The
reduction of required pension contributions resulting from the
passage of Highway and Transportation Funding Act of 2014 will
benefit the overall liquidity profile. Liquidity is supported by a
$1.5 billion asset based revolving credit facility (ABL) expiring
in March 2019, that is guaranteed by AK Steel Holding Corporation,
AK Tube LLC and AK Steel Properties. Availability under the
revolver at September 30, 2015 was roughly $748 million after
considering amounts borrowed and outstanding letters of credit.
Under the ABL facility the company is required to satisfy a minimum
fixed charge coverage ratio of 1.0x, which is tested only if
availability drops to less than $150 million. Moody's expects that
the ABL will have sufficient availability over the next four
quarters such that the covenant will not be tested. Moody's note
that downward pressure on the company's liquidity profile could
occur should borrowings under the ABL exceed our current
expectations or should steel prices drop and be sustained below
current levels such that the borrowing base capacity shrinks.
Moody's do not consider the company's to have a significant source
of alternate liquidity since current assets are pledged to the ABL
and the remaining assets are pledged to the secured notes.
The negative outlook reflects the challenges facing AK Steel as
steel industry conditions remain difficult and capacity utilization
rates low. The outlook captures the potential for industry
conditions to weaken further and the company not be able to improve
its performance. The outlook also considers the uncertainty with
respect to the ultimate resolution of the pending trade cases. In
addition although certain input costs are moderating, AK Steel
continues to have a relatively high cost base.
Given the company's weak metrics and anticipated slow improvement
trends over the next 12 to 18 months, an upgrade is unlikely. The
rating could be downgraded should the company's liquidity position
deteriorate materially due to weak operating performance and cash
burn, and improving trends in the EBIT margin, EBIT-to-interest
ratio, and debt/EBITDA ratio to at least 3.0%, 1.5x and 5.5x
respectively not be evidenced.
Headquartered in West Chester, Ohio, AK Steel Corporation (AK
Steel) ranks as a middle tier integrated steel producer in the
United States, operating steelmaking and finishing plants in
Indiana, Kentucky, Ohio, Michigan and Pennsylvania. The company
produces flat-rolled carbon steels, including coated, cold-rolled
and hot-rolled products, as well as specialty stainless and
electrical steels. Principal end markets include automotive, steel
service centers, appliance, industrial machinery, infrastructure,
construction and distributors and converters. Through its AK Coal
Resources Inc. subsidiary, the company has interests in
metallurgical coal production. AK Steel no longer has an ownership
interest in Magnetation LLC ( was 49.9%) following Magnetation's
bankruptcy filing in May 2015 as a result of the collapse in iron
ore prices. AK Steel took a $256.3 million impairment charge on
the investment, has no further obligations to Magnetation but
continues to purchase pellets under the purchase agreement.
Revenues for the twelve months ending Sept. 30, 2015, were
approximately $7 billion and steel shipments were approximately 7
million tons, including tons from the 2014 acquisition of certain
assets of Severstal North America from OAO Severstal for $700
million including the steel assets located in Dearborn, Michigan
and certain joint venture interests.
The principal methodology used in these ratings was Global Steel
Industry published in October 2012.
ALPHA NATURAL: Prime Clerk Okayed as Committee's Information Agent
------------------------------------------------------------------
The Hon. Kevin R Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Alpha Natural
Resources, et al., to retain Prime Clerk LLC as its information
agent effective as of Aug. 12, 2015.
Prime Clerk is expected to assist the Committee in complying with
its obligations under the Bankruptcy Code, add to the effective
administration of the cases and reduce the overall expense of
administering the cases. Specifically, Prime Clerk will establish
and maintain a website for the Committee and provide technology and
communications-related services.
Additionally, Prime Clerk will prepare and serve required notices
and pleadings on behalf of the Committee in accordance with the
Bankruptcy Code and the Bankruptcy Rules in the form and manner
directed by the Committee and the Court, including, if applicable,
all notices, orders, pleadings, publications and other documents as
the Committee and the Court may deem necessary or appropriate.
To the best of the Committee's knowledge, Prime Clerk is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
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. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
AQUAE DIORA: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aquae Diora, Inc.
fdba FYH, LLC
dba OC Spa and Conference Center
dba Ocean Club Events
dba OC Spa & Celebration Center
P.O. Box 310
Newport, NC 28570
Case No.: 15-06455
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Eastern District of North Carolina
Judge: Hon. David M. Warren
Debtor's Counsel: George M. Oliver, Esq.
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
PO Box 1548
New Bern, NC 28563
Tel: 252 633-1930
Fax: 252 633-1950
Email: efile@ofc-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bevin Wall, vice-president.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb15-06455.pdf
ARAMID ENTERTAINMENT: Files Full-Payment Liquidating Plan
---------------------------------------------------------
Aramid Entertainment Fund Limited, et al., have proposed a Joint
Liquidating Plan that promises to return 100 cents on the dollar to
holders of allowed claims.
In the Chapter 11 cases, the Plan contemplates a liquidation of
each of the Debtors and is, therefore, referred to as a "plan of
liquidation." The primary objective of the Plan is to maximize the
value of the ultimate recoveries to all creditors and interest
holders on a fair and equitable basis in accordance with the
priorities established by the Bankruptcy Code.
The Plan may settle, compromise or otherwise dispose of certain
claims and Interests on terms that the Debtors believe to be fair
and reasonable and in the best interests of the Debtors' respective
estates, creditors and interest holders. The Plan provides for,
among other things:
(a) the establishment of the Distribution Trust to take
possession of the Debtors' remaining assets and then distribute the
assets of the Distribution Trust to the holders of Allowed Claims
and Interests;
(b) rejection of all unexpired executory Contracts and Unexpired
Leases to which any Debtor is a party that were not previously
assumed and assigned or rejected (subject to certain limited
exceptions); and
(c) certain other transactions to effect the Plan.
Under the Plan, holders of secured claims, if any, against AEF and
$6 million against Aramid Liquidating Trust, Ltd. ("ALTL"), are
unimpaired. Unsecured creditors with claims estimated at $7.5
million against AEF, and $6 million against ALTL are also estimated
to have a 100% recovery. The third debtor, Aramid Entertainment,
Inc. ("AEI"), believes it has no creditors. Holders of Class A
shares of AEF won't receive anything and are deemed to reject the
Plan. Holders of Class L shares in ALTL are projected to receive
$975,000 to $6,050,000 depending largely on amounts of claims
allowed. Holders of the equity interests in AEI will receive $0 to
$52,000.
Geoff Varga and Jess Shakespeare, together, will serve as the
initial Distribution Trustee. The Distribution Trustee will be
formally identified through the filing of Exhibit III.C.3 to the
Plan no later than 10 days prior to the Confirmation Hearing.
As of the date of this Disclosure Statement, 88 claims had been
filed against the Debtors, which asserted (including duplicate
claims but ignoring unliquidated claims) (a) over $135 million in
Claims against AEF; (b) over $91 million in claims against ALTL;
and (c) over $61 million in claims against AEI. Approximately
three claims relating to prepetition taxes owed by the Debtors were
filed in the alleged amount of $2,246,780 (including duplicate
claims). One alleged secured claim in the approximate amount of
$1,199,375 was filed. The Debtors believe that they have valid
objections to many of the claims that have been filed and, thus,
the ultimate allowed amount of the claims will be significantly
less than the asserted amounts (which include duplicate claims).
The Debtors' estimate that a Chapter 7 trustee would incur 20% more
in costs of liquidation than would the Debtors under the Plan.
A copy of the Disclosure Statement filed Nov. 13, 2015, is
available for free at:
http://bankrupt.com/misc/Aramid_Ent_536_DS.pdf
Counsel to the Debtors:
REED SMITH LLP
James C. McCarroll, Esq.
Jordan W. Siev, Esq.
Kurt F. Gwynne, Esq.
599 Lexington Avenue
New York, NY 10022-7650
Telephone: (212) 521-5400
Facsimile: (212) 521-5450
E-mail: jmccarroll@reedsmith.com
About Aramid Entertainment
Aramid Entertainment Fund Limited has been engaged in the
businesses of providing short and medium term liquidity to
producers and distributors of film, television and other media and
entertainment content by way of loans and equity investments.
On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators ("JVLs") of AEF and two affiliates.
On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.
AEF estimated at least $100 million in assets and between $10
million to $50 million in liabilities.
The Debtors obtained Bankruptcy Court approval of the retention of
(i) Reed Smith LLP as bankruptcy counsel; (ii) Geoffrey Varga and
Jess Shakespeare as Crisis Managers; (iii) Irell & Manella LLP as
special litigation counsel; (iv) Maples and Calder as special
Cayman law counsel; and (v) PKF O'Connor Davies LLP as financial
advisors. The Debtors have filed an application to retain Houlihan
Capital Advisors LLC to provide valuation services.
The Court set Nov. 10, 2014 as the general bar date for all
claims.
* * *
The Debtors requested multiple extensions of their exclusive filing
and solicitation periods. By an order dated Oct. 22, 2015, the
Bankruptcy Court extended the Debtors' exclusive period to file a
chapter 11 plan to Dec. 13, 2015, and the Debtors' exclusive period
to solicit acceptances thereof until Feb. 13, 2016.
ARAMID ENTERTAINMENT: Plan Outline Hearing on Dec. 16
-----------------------------------------------------
Judge Sean H. Lane will convene a hearing on Dec. 16, 2015, at
11:00 a.m. to consider approval of the disclosure statement
explaining Aramid Entertainment Fund Limited, et al.'s proposed
Joint Liquidating Plan of Reorganization.
Objections to the adequacy of the information in the Disclosure
Statement are due no later than noon on Dec. 14, 2015.
On Nov. 13, 2015, the Debtors filed a Joint Liquidating Plan of
Reorganization and a related Disclosure Statement. The Debtors
state that in the seventeen months of the Chapter 11 cases, they
have made substantial progress in furtherance of conducting an
orderly reorganization of the Debtors that will maximize value for
all stakeholders, and lead to the proposal and confirmation of a
plan in the Chapter 11 Cases.
If the Disclosure Statement is approved by the Court, the Debtors
propose the following timeline with respect to the solicitation and
confirmation of the Plan: (a) the Debtors will mail solicitation
packages on or before Dec. 22, 2015, (b) the voting and objection
deadline with respect to the Plan will be 5:00 p.m. (Eastern) on
Jan. 19, 2016 and (c) the confirmation hearing will be held on Feb.
4, 2016 at 11:00 a.m. (Eastern).
About Aramid Entertainment
Aramid Entertainment Fund Limited has been engaged in the
businesses of providing short and medium term liquidity to
producers and distributors of film, television and other media and
entertainment content by way of loans and equity investments.
On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators ("JVLs") of AEF and two affiliates.
On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.
AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabilities.
The Debtors obtained Bankruptcy Court approval of the retention of
(i) Reed Smith LLP as bankruptcy counsel; (ii) Geoffrey Varga and
Jess Shakespeare as Crisis Managers; (iii) Irell & Manella LLP as
special litigation counsel; (iv) Maples and Calder as special
Cayman law counsel; and (v) PKF O'Connor Davies LLP as financial
advisors. The Debtors have filed an application to retain Houlihan
Capital Advisors LLC to provide valuation services.
The Court set Nov. 10, 2014 as the general bar date for all
claims.
* * *
The Debtors requested multiple extensions of their exclusive filing
and solicitation periods. By an order dated Oct. 22, 2015, the
Bankruptcy Court extended the Debtors' exclusive period to file a
chapter 11 plan to Dec. 13, 2015, and the Debtors' exclusive period
to solicit acceptances thereof until Feb. 13, 2016.
ATLANTIC & PACIFIC: Food Bazaar to Acquire Assets for $8.79-Mil.
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. received court
approval to sell its assets to Food Bazaar for $8.787 million.
The order, issued by U.S. Bankruptcy Judge Robert Drain, allowed
the company to sell the assets, including leases for its stores
located at 211 Elmora Avenue, Elizabeth, and at 425 Anderson
Avenue, Fairview, in New Jersey.
Food Bazaar offered $5.746 million for the assets used in operating
the company's Elizabeth store. Meanwhile, it offered $3.041
million for the other store.
Food Bazaar emerged as the winning bidder at a court-supervised
auction, beating out rival bidders Lemes Supermarkets LLC and Key
Food Stores Co-Operative Inc., according to court filings.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an order directing joint administration
of the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, Inc., and its debtor affiliates under lead case no.
15-23007.
ATLANTIC & PACIFIC: To Sell Assets to Fransula for $6.79 Million
----------------------------------------------------------------
A federal judge approved A&P Real Property LLC's three separate
sale agreements with Fransula Foods LLC.
Under the agreements, Fransula Foods will purchase A&P's assets for
a total of $6.786 million. The assets include leases on two A&P
stores in Paterson and Passaic, New Jersey, and a store located in
Brooklyn, New York.
Fransula Foods won the auction for the assets conducted in October.
It beat out three rival bidders, including Key Food Stores
Co-Operative Inc.
The sale transactions were approved by U.S. Bankruptcy Judge Robert
Drain who oversees the Chapter 11 case of A&P, an affiliate of
Great Atlantic & Pacific Tea Company Inc.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an order directing joint administration
of the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, Inc., and its debtor affiliates under lead case no.
15-23007.
B&L EQUIPMENT: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: B&L Equipment Rentals, Inc.
fdba B & L Casing Services, LLC
dba United Well Control, LLC
dba B & L Trailer Rentals
PO Box 22260
Bakersfield, CA 93390
Case No.: 15-14685
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Judge: Hon. Hon. Rene Lastreto II
Debtor's Counsel: Leonard K. Welsh, Esq.
LAW OFFICE OF LEONARD K. WELSH
4550 California Ave 2nd Fl
Bakersfield, CA 93309
Tel: 661-328-5328
Total Assets: $17.14 million
Total Debts: $5.02 million
The petition was signed by Lawrence F. Jenkins, president.
List of Debtor's 17 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Rod Rodriguez, et al. Complaint $1,500,000
c/o Edwin Aiwazian, Esq.
Lawyers for Justice, PC
410 West Arden Avenue
Suite 203
Glendale, CA 91203
UC One, LLC Lease $100,740
Merritt Enterprises Purchase of $120,518
Equipment
and Vehicles
Level 3 Communications Telephone $20,000
Services
Bank of America Purchase $465,081
P.O. Box 660576 of Equipment
Dallas, TX 85266-0576
Bank of America Leasing Purchase $98,528
P.O. Box 100918 of Equipment
Atlanta, GA 30384-0918
Bank of America Leasing Purchase of $68,090
Equipment
GE Capital Purchase of $43,751
Equipment
Ally Purchase of $31,124
Equipment
Ally Purchase of $30,860
Equipment
Bank of America Leasing Purchase of $106,229
Equipment
Bank of America Leasing Purchase of $34,912
Equipment
Bank of America Leasing Purchase of $21,011
Equipment
Bank of America Leasing Purchase of $45,722
Equipment
Bank of America Leasing Purchase of $47,522
Equipment
Ivan Medrano, et al. Complaint Unknown
Sarai Medrano Complaint Unknown
BALL CORP: Moody's Confirms Ba1 CFR & Rates New EUR1.5BB Notes Ba1
------------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 Corporate Family
Rating, Ba1-PD Probability of Default Rating and Ba1 existing
senior notes of Ball Corporation. Moody's also assigned a Ba1
rating to the proposed EUR1,500 million senior notes due December
2022. The ratings outlook is stable. The proceeds from the new
notes will be used to acquire Rexam PLC as well as pay fees and
expenses associated with the transaction. This concludes the
review for possible downgrade initiated on Feb. 19, 2015, when Ball
announced that it had offered to acquire Rexam PLC in a cash and
stock transaction.
The proceeds from the proposed notes will be placed in escrow until
the Rexam acquisition receives final regulatory approval (expected
in 2Q16). Ball will use the proceeds along with borrowings under
its bridge loan or additional borrowings and cash on hand to pay
the cash portion of the purchase price for Rexam plus related fees
and expenses. If the Rexam acquisition is not finalized by Nov.
15, 2016, the company will redeem the outstanding amount on all the
proposed notes at the issue price plus accrued interest from the
issue date.
Moody's took these actions:
Ball Corporation
-- Confirmed Corporate Family Rating, Ba1
-- Confirmed Probability of Default Rating, Ba1-PD
-- Confirmed $2,250 million Senior Secured Multi-currency
Revolving Credit Facility due February 2018, Ba1/LGD 4
-- Confirmed $750 million Senior Unsecured Notes due March
2022, Ba1/LGD 4
-- Confirmed $1,000 million Senior Unsecured Notes due November
2023, Ba1/LGD 4
-- Confirmed $1,000 million Senior Unsecured Notes due July
2025, Ba1/LGD 4
-- Assigned EUR1,500 million Senior Unsecured Notes due
Dec. 2022, Ba1/LGD4
The ratings outlook is stable.
The ratings are subject the transaction closing as proposed and the
receipt and review of the final documentation.
RATINGS RATIONALE
The confirmation of Ball's Ba1 corporate family rating reflects the
anticipated benefits from the acquisition, projected improvements
in operating results from various sources and managements' pledge
to direct all free cash flow to debt reduction until credit metrics
are restored to pre-acquisition levels. While pro forma leverage
is high at well over 5.0 times including projected divestitures,
Ball is expected to reduce leverage to under 4.0 times by the end
of 2017 (the acquisition is projected to close in early 2Q16). The
combined entity is expected to benefit from projected synergies of
$300 million, various cost saving initiatives and new contracted
business. Ball is also expected to benefit from the elimination of
several onetime charges, various in-process cost saving initiatives
and the ability to hedge aluminum premiums going forward. Ball
will also benefit from greater pro forma scale and the elimination
of a major competitor. Pro forma free cash flow is strong despite
the projected drag of signifcant costs to achieve synergies and
restructuring over the next 24 months. Management has pledged to
direct all free cash flow to debt reduction post transaction and
refrain from further aggressive financial actions until metrics are
restored to their pre-acquisition levels. The company's management
has a history of strong execution and have built-up credibility
over the years.
Ball's Ba1 Corporate Family Rating reflects the company's stable
profitability, well-consolidated industry structure with
long-standing competitive equilibrium and scale. The Ba1 rating
also reflects the company's high percentage of long-term contracts
with strong cost pass-through provisions, geographic
diversification and continued emphasis on innovation and product
diversification.
The ratings are constrained by Ball's aggressive financial policy,
high pro forma leverage and concentration of sales. The ratings
are also constrained by a primarily commoditized product line.
The ratings or outlook could be downgraded should an acquisition,
new shareholder initiative or exogenous shock impair cash
generation. The failure of the deal to close as projected or the
company to achieve the projected improvements in credit metrics or
a deterioration in the operating and competitive environment could
also result in a downgrade. Specifically, the ratings could be
downgraded if adjusted total debt-to-EBITDA rises remains above 4.0
times, funds from operations-to-debt remains below 18% and/or
EBITDA-to-interest expense remains below 5.5 times.
Ball's financial aggressiveness is the primary impediment to an
upgrade. An upgrade in ratings would require a commitment to
maintain less aggressive financial policies or significantly more
cushion within the contemplated higher rating category.
Additionally, an upgrade would require an investment grade capital
structure and continued stability in the competitive and operating
environment. Specifically, the rating could be upgraded if
adjusted total debt-to-EBITDA improved to less than 3.25 times,
funds from operations-to-debt improved to over 22% and
EBITDA-to-interest expense improved to over 6.25 times on a
sustainable basis.
Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal packaging, primarily for beverages, foods and household
products, and a supplier of aerospace and other technologies and
services to government and commercial customers. The packaging
business generates approximately 90% of revenue, with the aerospace
business contributing the balance. Ball is one of the world's
largest beverage can producers, with leading positions in North
America and Europe. The company reports in four segments including
metal beverage packaging Americas and Asia, metal beverage
packaging Europe, metal food and household products packaging
Americas and aerospace and technologies. Revenue for the twelve
month period ended Sept. 30, 2015, totaled approximately $8.2
billion. Pro forma for the proposed Rexam acquisition, revenue is
approximately $12 billion with approximately 92% generated from
packaging.
BALL CORP: S&P Assigns 'BB+' Rating on New Sr. Unsecured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' issue rating to the proposed senior unsecured notes of Ball
Corp. (BB+/Negative/--). S&P also assigned a recovery rating of
'3', reflecting its expectation of recovery at the higher end of
the 50%-70% range in the event of a default.
S&P expects the company to issue at least EUR1.5 billion of notes
in three tranches, with maturities in 2020, 2020, and 2023. The
exact terms and timing of the offering will depend upon market
conditions and other factors.
Ball will place the proceeds from the proposed notes in escrow,
since it intends to use the proceeds, along with borrowings under
its bridge loan and cash on hand, to pay the cash portion of the
purchase price of Rexam PLC, plus related fees and expenses. The
proposed issuance is not conditional to Ball's completion of the
Rexam acquisition, and is expected to be launched before that
transaction. If the Rexam acquisition is not finalized by
Nov. 15, 2016, Ball will redeem the outstanding amount on all the
proposed notes at the issue price plus accrued interest from the
issue date.
Until the Rexam acquisition closes, S&P's issue and recovery
ratings on Ball Corp.'s existing debt remain unchanged. However,
after the transaction closes S&P would expect the recovery
prospects on Ball's senior unsecured notes to move toward the
higher end of the 50%-70% range because S&P would revise its
default EBITDA multiple to 6.5x from 6.0x. The higher multiple
would be to take into account the combined Ball-Rexam's enhanced
scale of operations, market position, and resiliency of earnings.
In S&P's view, these factors would afford the combined company a
higher enterprise value than that of Ball as a stand-alone company.
The higher multiple would also be commensurate with that for
Ball's packaging sector peers Reynolds Group Holdings Ltd., Crown
Holdings Inc., and Sealed Air Corp.
RECOVERY ANALYSIS
Key analytical factors:
-- S&P simulates a default in 2020 following the completion of
the Rexam acquisition in 2016 and estimate the company's
gross value-given default at $8.45 billion. S&P assumes
U.S. entities will represent 45% of the value, with non-U.S.
subsidiaries representing 55% (15% of which is at Ball's
Brazilian operations).
-- S&P's recovery analysis takes into account the lack of a
priority claim on the value of the U.S. operations by the
senior secured credit facility relative to the senior
unsecured notes. This is because all of Ball's domestic
entities are borrowers or guarantors on both classes of
debt, but these entities do not pledge any operating assets
as collateral.
-- Despite the weak collateral package, the secured credit
facility benefits from a pledge of 65% of the foreign
equity. Further, S&P assumes the revolving facility's size
at default stays at the current $2.25 billion and is 85%
drawn. The documentation for Ball's previous notes issue
stipulated that the revolving facility was permanently
reduced to $2.25 billion from $3 billion, although potential
further reductions are at the company's discretion. S&P's
assumptions also reflect a mandatory reduction in the bridge
loan due to the notes issuances. S&P assumes this debt is
refinanced with $3.35 billion in prepayable secured term
loans.
-- Using these assumptions, S&P estimates that the collateral
covers roughly 52% of the secured facility. The large
proportion of unpledged value would be sufficient to provide
66% coverage of the unsecured claims, including the notes
and the deficiency claim on the secured loan. The secured
lenders' share of the unpledged value (from the deficiency
claim) would push the secured lenders' recovery to about
84%.
Simulated default and valuation assumptions
-- Simulated year of default: 2020
-- EBITDA at emergence: $1.3 bil.
-- EBITDA multiple: 6.5x
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): $8,027 mil.
-- Valuation split (U.S./non-U.S./Brazilian): 45%/40%/15%
-- Value available to secured creditors (collateral/no
collateral): $2,738 mil./$1,711 mil.
-- Secured first-lien debt: $5,314 mil.
-- Recovery expectations: 70%-90% (higher half of the range)
-- Total value available to unsecured claims: $4,701 mil.
-- Senior unsecured notes: $4,501 mil.
-- Deficiency claim on the secured debt: $2,576 mil.
-- Recovery expectations: 50%-70% (higher half of the range)
Notes: All debt amounts above include six months of prepetition
interest. S&P assumes accounts receivable securitizations total
about $86 million and treat these as priority claims. S&P also
adjusts its valuation for pension deficits of $300 million at U.S.
subsidiaries and $200 million at foreign subsidiaries (this
represents roughly 50% of the underfunded amounts).
BEACON ROOFING: S&P Reinstates 'BB+' Rating on Term Loan B
----------------------------------------------------------
Standard & Poor's Ratings Services has reinstated its 'BB+' and
'B+' issue-level ratings and '1' and '5' recovery ratings on Beacon
Roofing Supply Inc.'s term loan B and senior unsecured notes,
respectively. The ratings were incorrectly withdrawn on Nov. 24,
2015.
Ratings List
Beacon Roofing Supply Inc.
Corporate credit rating BB-/Stable/--
Ratings Reinstated
To From
Beacon Roofing Supply Inc.
Term loan B BB+ NR
Recovery rating 1 NR
Sr unsecured notes B+ NR
Recovery rating 5H NR
BEHAVIORAL SUPPORT: Equity Owners Seek Dismissal of Ch. 11 Case
---------------------------------------------------------------
Samuel S. Young, with the consent of his spouse, Doris W.
Duan-Young, the owners of 100% of the equity in Behavioral Support
Services, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, to dismiss the Chapter 11
bankruptcy case of the Debtor conditioned upon the payment of all
timely filed, allowed claims against the Estate.
Samuel S. Young & Doris W. Duan-Young are represented by:
Kenneth G.M. Mather, Esq.
GUNSTER, YOAKLEY & STEWART, P.A.
401 E. Jackson Street, Suite 2500
Tampa, FL 33602
Phone: (813) 222-6630
Fax: (813) 228-6739
Email: kmather@gunster.com
About Behavioral Support Services
Altamonte Springs, Florida-based Behavioral Support Services,
Inc.,
is an operator of an out-patient mental health care facility.
The Company sought Chapter 11 protection (Bankr. M.D. Fla. Case
No.
15-bk-04855) on June 2, 2015.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Sept. 30, 2015.
The Debtor tapped Elizabeth A. Green, Esq., at Baker &
Hostetler LLP, as counsel.
BT FOREST PARK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: BT Forest Park Realty Partners, LP
12222 N. Central Expressway, Suite 400
Dallas, TX 75243
Case No.: 15-34815
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Barbara J. Houser
Debtor's Counsel: Melissa S. Hayward, Esq.
FRANKLIN HAYWARD LLP
10501 N. Central Expry, Ste. 106
Dallas, TX 75231
Tel: 972-755-7104
Fax: 972-755-7114
Email: MHayward@franklinhayward.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $100 million to $500 million
The petition was signed by Wade Barker, member, GP BT Healthcare
Development Partners, LLC, its GP.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
BULLIONDIRECT INC: Committee Wants Case Converted to Chapter 7
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of BullionDirect, Inc., asks the U.S. Bankruptcy Court for the
Western District of Texas to convert the Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.
The Committee noted that monthly operating reports confirm that the
case is nearing administrative insolvency. Professional fees on
the Debtor's side alone were close to $160,000 as of the end of
September.
No restructuring plan has been filed. No draft of a plan has been
shared with the Committee. Committee counsel fees are more than
$20,000 and rising because the Debtor has refused to cooperate with
the Committee.
About BullionDirect
BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 15-10940) on July 20, 2015. Dan Bensimon
signed the petition as president. The Debtor disclosed total
assets of $48,107 and total liabilities of $16,955,330 as of the
Chapter 11 filing. Joseph D. Martinec, Esq., at Martinec, Winn &
Vickers, P.C., represents the Debtor as counsel. Judge Tony M.
Davis presides over the case.
BullionDirect Inc. disclosed total assets of $486,107 plus an
unknown amount and total liabilities of $24,247,546 as of the
Chapter 11 filing.
The U.S. Trustee for Region 7 appointed creditors to serve on an
official committee of unsecured creditors. The Committee tapped to
retain Dykema Cox Smith as its counsel.
CEQUEL DATA: S&P Affirms 'B' Corp. Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B'
corporate credit rating on St. Louis-based Cequel Data Centers L.P.
The rating outlook is stable.
At the same time, S&P affirmed its 'B+' issue-level rating on the
company's $550 million first-lien term loan (including a $220
million incremental issuance) due 2021, and its 'CCC+' issue-level
rating on the company's $180 million second-lien term loan
(including a $90 million incremental issuance) due 2022.
The 'B' corporate credit rating reflects the company's highly
leveraged pro forma adjusted debt to EBITDA of about 7.3x, up from
S&P's previous forecast of 7.0x for 2015, primarily due to the
incremental term loans. S&P expects leverage to improve with the
realization of cost synergies and a decline in capital expenditures
as a percentage of revenues, which were elevated in 2015 at
approximately $100 million pro forma for the acquisition.
"From a business risk perspective, we believe the acquisition of
Windstream's data center assets benefits the company's geographic
diversity and product offerings, growing its presence in the South,
strengthening its position in the Northeast, and increasing its
more value-added managed and cloud services revenue," said Standard
& Poor's credit analyst William Savage.
S&P's assessment of the company's business risk profile further
reflects the company's relatively small scale despite the
acquisition, exposure to economically sensitive small-business
customers, and, in S&P's view, long-term industry risks around
supply and demand dynamics, especially for more commodity-like
colocation services. The company's good revenue visibility
provided by multiyear contracts and its focus on less competitive
second-tier markets somewhat offset these risks. In addition,
although S&P believes small-business customers could be subject to
higher churn in an economic downturn, it also believes these
customers are further behind on the IT outsourcing curve,
potentially providing a longer tail of growth within colocation
services.
Following the acquisition, Cequel will operate 29 data centers in
15 markets, with concentration primarily in the Mid-Atlantic
region, Texas, and the Pacific Northwest. With the exception of
Dallas and Chicago, the company's second-tier market focus
generally provides more favorable competitive dynamics.
The stable rating outlook reflects S&P's belief that Cequel and its
wholly owned subsidiary, TierPoint LLC, will maintain adequate
liquidity over the near term, despite S&P's expectation that
elevated capital expenditures to support expansion activity will
lead to negative FOCF through 2016. In addition, healthy demand
for data center colocation space and managed services should result
in double-digit revenue growth over the next few years, leading to
leverage declining below 7x in 2016.
S&P could lower the rating over the next 12 months if annualized
trends soften because of increased churn and intensifying
competitive pressure, causing leverage to remain above 7x on a
sustained basis. Alternatively, S&P could lower the rating if
liquidity became pressured from ongoing negative FOCF in
conjunction with reduced borrowing availability under its revolving
credit facility.
An upgrade is unlikely in the near term, as it would require an
assessment that the sponsor's financial policies would support
improved credit quality, including positive FOCF and leverage
reduction to below 5x on a sustained basis.
COLLINS & AIKMAN: Elmira Property Consent Decree w/ Dobbas Granted
------------------------------------------------------------------
Judge William B. Shubb of the United States District Court for the
Eastern District of California granted the motion filed by the
California Department of Toxic Substances Control and the Toxic
Substances Control Account seeking approval of a proposed Consent
Decree between DTSC and Jim Dobbas, Inc.
DTSC brought an action under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 to recover
cleanup costs incurred at 147 A Street in Elmira, California, from
defendants Dobbas, Continental Rail, Inc., Pacific Wood Preserving
Corporation, West Coast Wood Preserving, LLC, Collins & Aikman
Products, LLC, and David van Over.
DTSC contended that Dobbas is a responsible party pursuant to
section 107(a) of CERCLA, and is therefore jointly and severally
liable for the costs DTSC incurred at the Elmira site. Dobbas and
DTSC later informed the court that they had reached a settlement,
lodged on July 15, 2015 as the proposed Consent Decree. The
proposed Consent Decree provided that DTSC will release Dobbas from
liability in exchange for, among other things, payment of
$350,000.
Judge Shubb found that the proposed Consent Decree is procedurally
and substantively fair, reasonable, and consistent with CERCLA's
objectives, and ordered its approval.
The case is CALIFORNIA DEPARTMENT OF TOXIC SUBSTANCES CONTROL and
the TOXIC SUBSTANCES CONTROL ACCOUNT, Plaintiffs, v. JIM DOBBAS,
INC., a California corporation; CONTINENTAL RAIL, INC., a Delaware
corporation; DAVID VAN OVER, individually; PACIFIC WOOD PRESERVING,
a dissolved California corporation; and WEST COAST WOOD PRESERVING,
LLC, a Nevada limited liability company, Defendants, AND RELATED
COUNTERCLAIMS AND CROSS-CLAIMS, CIV. NO. 2:14-595 WBS EFB (E.D.
Cal.).
A full-text copy of Judge Shubb's November 14, 2015 memorandum and
order is available at http://is.gd/dNMrPFfrom Leagle.com.
California Department of Toxic Substances Control and Toxic
Substances Control Account are represented by:
Laura Zuckerman, Esq.
STATE OF CALIFORNIA DEPARTMENT OF JUSTICE
1515 Clay Street
Oakland, CA 94612-1499
Tel: (510) 622-2100
Email: laura.zuckerman@doj.ca.gov
-- and –-
Olivia W. Karlin, Esq.
OFFICE OF THE ATTORNEY GENERAL, STATE OF CALIFORNIA
300 S. Spring Street, Suite 1700
Los Angeles, CA 90013
Tel: (213) 897-2000
Jim Dobbas, Inc. is represented by:
Jennifer Hartman King, Esq.
Nicole R. Gleason, Esq.
KING WILLIAMS & GLEASON LLP
520 Capitol Mall, Suite 750
Sacramento, CA 95814
Tel: (916) 379-7530
Fax: (916) 379-7535
Email: jhartmanking@kwgattorney.com
ngleason@kwgattorney.com
About Collins & Aikman
Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems. The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.
The Company and its debtor-affiliates filed for chapter 11
protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927).
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in
its restructuring. Lazard Freres & Co., LLC, provides the Debtor
with investment banking services. Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee. When the Debtors
filed
for protection from their creditors, they listed $3,196,700,000 in
total assets and US$2,856,600,000 in total debts.
DALLAS PROTON: Objects to Bid to Convert Ch. 11 Case
----------------------------------------------------
Dallas Proton Treatment Center, LLC, et al., object to the motion
filed Kelcy Warren and Dallas Proton, LLC, asking the U.S.
Bankruptcy Court for the Northern District of Texas to convert the
Debtors' cases or, alternatively, to appoint chapter 11 trustee.
According to the Debtors, Mr. Warren has manufactured his
allegations in an attempt to bully the Debtors and extort value.
It is in the best interest of the creditors for the Court to give
the Debtors an opportunity to confirm a chapter 11 plan within a
reasonable period of time, the Debtors assert.
The Debtors further assert that they have income. The Debtors have
a business, which is the same business into which Mr. Warren
loaned, the Debtors say.
Lulu Limited also objected to the motion, stating that it is
premature to convert the cases to liquidations under chapter 7.
The Debtors must be provided an opportunity to raise the capital
required for a successful reorganization. Lulu says it has seen no
evidence of fraud perpetrated by the Debtors or their management as
alleged by Mr. Warren in his motion.
About Dallas Proton Treatment Center, LLC
Dallas Proton Treatment Center, LLC and Dallas Proton Treatment
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Tex. Case Nos. 15-33783 and 15-33784, respectively) on Sept. 17,
2015. The petitions were signed by James Thomson as chief
technology officer/manager. The Debtors, in an amended schedules,
disclosed total assets of $47,177,195 and total liabilities of
$78,219,361. Gardere Wynne Sewell LLP represents the Debtors as
counsel.
DETROIT, MI: AFSME Allowed to Intervene in Clean Water Act Suit
---------------------------------------------------------------
Judge Sean F. Cox of the United States District Court for the
Eastern District of Michigan, Southern Division, granted AFSCME
Council 25's Motion to Intervene in the case filed by the U.S.
Environmental Protection Agency against the City of Detroit and/or
the Detroit Water and Sewerage Department.
Judge Coz also set the deadline for the filing of briefs opposing
any portion of the relief sought by the City and/or the DWSD.
In 1977, the EPA initiated a case against the City and the DSWD,
alleging violations of the Clean Water Act. On March 27, 2013, the
court issued an Opinion & Order Terminating Second Amended Consent
Judgment and Closing the Case.
The City and DSWD recently filed motions seeking relief under Fed.
R. Civ. P. 60(b)(6), arguing that circumstances have substantially
changed since the court issued the orders and since it closed the
case, and that the court should issue an order addressing several
issues.
Judge Cox agreed that the circumstances have substantially changed.
The judge then ordered that if any party opposes any portion of
the relief requested by the City and/or DSWD, that party shall file
a brief no more than 25 pages no later than November 23, 2015.
Lastly, the City and DSWD were ordered to file any reply briefs, of
no more than 10 pages, no later than November 30, 2015.
The case is United States of America, Plaintiff, v. City of
Detroit, et al., Defendants, CASE NO. 77-71100 (E.D. Mich.).
A full-text copy of Judge Cox's November 5, 2015 order is available
at http://is.gd/58AbgZfrom Leagle.com.
United States of America is represented by:
Annette M. Lang, Esq.
U.S. DEPARTMENT OF JUSTICE
P.O. Box 7611
Ben Franklin Station
Washington, D.C. 20530
Tel: (202) 514-4213
Fax: (202) 616-6584
Email: annette.lang@usdoj.gov
-- and –-
Peter A. Caplan, Esq.
UNITED STATES ATTORNEY'S OFFICE
211 W. Fort Street, Suite 2001
Detroit, MI 48226
Tel: (313) 226-9100
Fax: (313) 226-9560
Detroit Chamber of Commerce is represented by:
Beth S. Gotthelf, Esq.
BUTZEL LONG
41000 Woodward Ave.
Stoneridge West Bldg.
Bloomfield Hills, MI 48304
Tel: (248) 258-1616
Fax: (248) 258-1439
Email: gotthelf@butzel.com
Detroit, City of, is represented by:
Marilyn A. Peters, Esq.
Mark D. Jacobs, Esq.
Kathryn J. Humphrey, Esq.
DYKEMA GOSSETT
400 Renaissance Center
Detroit, MI 48243
Tel: (313) 568-6800
Fax: (313) 568-6893
Email: mjacobs@dykema.com
khumphrey@dykema.com
-- and –-
Robert C. Walter, Esq.
James D. Noseda, Esq.
Michael M. Muller, Esq.
DETROIT CITY LAW DEPARTMENT
-- and –-
Charles N. Raimi, Esq.
DETROIT MEDICAL CENTER
-- and –-
Sonal H. Mithani, Esq.
MILLER, CANFIELD
101 North Main Street 7th Floor
Ann Arbor, MI 48104
Tel: (734) 663-2445
Fax: (734) 747-7147
Email: mithani@millercanfield.com
-- and –-
Avery K. Williams, Esq.
WILLIAMS ACOSTA
535 Griswold St. Suite 1000
Detroit, MI 48226
Tel: (313) 963-3873
Fax: (313) 961-6879
Detroit Water and Sewerage Department is represented by:
Marilyn A. Peters, Esq.
Mark D. Jacobs, Esq.
Kathryn J. Humphrey, Esq.
Lauren M. Phillips, Esq.
DYKEMA GOSSETT
400 Renaissance Center
Detroit, MI 48243
Tel: (313) 568-6800
Fax: (313) 568-6893
Email: mjacobs@dykema.com
khumphrey@dykema.com
lmphillips@dykema.com
-- and –-
Robert C. Walter, Esq.
Michael M. Muller, Esq.
DETROIT CITY LAW DEPARTMENT
MI St is represented by:
Pamela J. Stevenson, Esq.
MICHIGAN DEPARTMENT OF ATTORNEY GENERAL
G. Mennen Williams Building, 7th Floor
525 W. Ottawa St.
Lansing, MI 48909
Tel: (517) 373-1110
Fax: (517) 373-3042
Macomb, County of is represented by:
R. Craig Hupp, Esq.
BODMAN
1901 St. Antoine Street
6th Floor at Ford Field
Detroit, MI 48226
Tel: (313) 259-7777
Fax: (313) 393-7579
Email: chupp@bodmanlaw.com
William W. Misterovich, Esq.
21777 Dunham Rd
Clinton Township, MI 48036-1005
Tel: (586) 307-8210
Northville Township is represented by:
Robert A. Marzano, Esq.
PLUNKETT & COONEY
38505 Woodward Ave. Suite 2000
Bloomfield Hills, MI 48304
Tel: (248) 901-4000
Fax: (248) 901-4040
Email: rmarzano@plunkettcooney.com
-- and –-
Ernest J. Essad, Jr., Esq.
Wayne E. Walker, Esq.
WILLIAMS, WILLIAMS
380 North Old Woodward Avenue, Suite 300
Birmingham, MI 48009
Tel: (248) 642-0333
Fax: (248) 642-0856
Email: ejessad@wwrplaw.com
wewalker@wwrplaw.com
Canton, Township of, and Plymouth Township is represented by:
Timothy L. Cronin, Esq.
HEMMING, POLACZYK
217 W Ann Arbor Rd. Suite 302
Plymouth, MI 48170
Tel: (734) 453-7877
Fax: (734) 453-1108
Email: tcronin@hpcswb.com
Oakland Cnty is represented by:
Beth S. Gotthelf, Esq.
BUTZEL LONG
41000 Woodward Ave.
Stoneridge West Bldg.
Bloomfield Hills, MI 48304
Tel: (248) 258-1616
Fax: (248) 258-1439
Email: gotthelf@butzel.com
-- and –-
David W. Potts, Esq.
Joseph W. Colaianne, Esq.
OAKLAND COUNTY CORPORATION COUNSEL
-- and –-
Jaye Quadrozzi, Esq.
Rodger D. Young, Esq.
YOUNG & ASSOCIATES
Orchards Corporate Center
27725 Stansbury Boulevard, Suite 125
Farmington Hills, MI 48334
Tel: (248) 353-8620
Email: quadrozzi@youngpc.com
young@youngpc.com
Western Township Utilities Authority is represented by:
Charles E. Barbieri, Esq.
FOSTER, SWIFT
313 South Washington Square
Lansing, MI 48933-2114
Tel: (517) 371-8100
Fax: (517) 371-8200
Email: cbarbieri@fosterswift.com
Plymouth, City of is represented by:
Charles E. Lowe, Esq.
LOWE, LEWANDOWSKI
905 W Ann Arbor Trl
Plymouth, MI 48170
Tel: (734) 453-3737
-- and –-
Robert A. Marzano, Esq.
PLUNKETT & COONEY
38505 Woodward Ave. Suite 2000
Bloomfield Hills, MI 48304
Tel: (248) 901-4000
Fax: (248) 901-4040
Email: rmarzano@plunkettcooney.com
Ecorse, City of, is represented by:
David S. Steingold, Esq.
LAW OFFICES OF DAVID S. STEINGOLD PLLC
400 Monroe St., Suite 280
Detroit, MI 48226
Tel: (313) 962-0000
Rochester Hills is represented by:
John D. Staran, Esq.
HAFELI, STARAN
2055 Orchard Lake Road
Sylvan Lake, MI 48320
Tel: (248) 731-3080
Fax: (248) 731-3081
Email: jstaran@hsc-law.com
Grosse Pointe, City of, is represented by:
John H. Fildew, Esq.
Charles S. Kennedy, III, Esq.
FILDEW HINKS
26622 Woodward Avenue Suite 225
Royal Oak, MI 48067
Tel: (248) 837-1397
Fax: (248) 545-1839
Email: jfildew@fildewhinks.com
ckennedy@fildewhinks.com
Wayne, County of is represented by:
Solon M. Phillips, Esq.
CITY OF DETROIT LAW DEPARTMENT
Coleman A. Young Municipal Center
2 Woodward Avenue - Suite 500
Detroit, MI 48226
Tel: (313) 224-4550
Fax: (313) 224-5505
-- and –-
Stephen A. Campbell, Esq.
WAYNE COUNTY CORPORATION COUNSEL
Oakland County is represented by:
Rodger D. Young, Esq.
YOUNG & ASSOCIATES
Orchards Corporate Center
27725 Stansbury Boulevard, Suite 125
Farmington Hills, MI 48334
Tel: (248) 353-8620
Email: young@youngpc.com
City of Allen Park is represented by:
Christopher J. Forsyth, Esq.
FLOOD LANCTOT CONNOR STABLIEN PLLC
401 N. Main St.
Royal Oak, MI 48067 USA
Tel: (248) 547-1032
AFSCME Local 207 and Michigan AFSCME Council 25 and its Affiliated
Local 207 are represented by:
Richard G. Mack, Esq.
MILLER, COHEN
600 West Lafayette Boulevard, 4th Floor
Detroit, MI 48226
Tel: (313) 566-4787
Fax: (313) 964-4490
Senior Accountants, Analysts, and Appraisers' Association is
represented by:
George B. Washington, Esq.
SCHEFF & WASHINGTON
615 Grisworld, Suite 910
Detroit, MI 48226
Tel: (313) 963-1921
Fax: (313) 963-7587
Email: george@scheffandwashington.com
Dearborn Heights, City of, is represented by:
Patrick B. McCauley, Esq.
GASIOREK MORGAN GRECO & MCCAULEY, PC
30500 Northwestern Highway Suite 425
Farmington Hills, MI 48334
Tel: (248) 865-0001
Fax: (248) 865-0002
Email: pmccauley@gmgmlaw.com
United States Army Corps of Engineers is represented by:
Annette M. Lang, Esq.
U.S. DEPARTMENT OF JUSTICE
P.O. Box 7611
Ben Franklin Station
Washington, D.C. 20530
Tel: (202) 514-4213
Fax: (202) 616-6584
Email: annette.lang@usdoj.gov
Warren, City of, is represented by:
George G. Constance, Esq.
WARREN CITY ATTORNEY'S OFFICE
Detroit, City of, is represented by:
Avery K. Williams, Esq.
WILLIAMS ACOSTA
535 Griswold St. Suite 1000
Detroit, MI 48226
Tel: (313) 963-3873
Fax: (313) 961-6879
-- and –-
Marilyn A. Peters, Esq.
Mark D. Jacobs, Esq.
DYKEMA GOSSETT
400 Renaissance Center
Detroit, MI 48243
Tel: (313) 568-6800
Fax: (313) 568-6893
Email: mjacobs@dykema.com
-- and –-
Robert C. Walter, Esq.
Michael M. Muller, Esq.
DETROIT CITY LAW DEPARTMENT
Detroit Water and Sewerage Department is represented by:
Marilyn A. Peters, Esq.
Mark D. Jacobs, Esq.
Lauren M. Phillips, Esq.
DYKEMA GOSSETT
400 Renaissance Center
Detroit, MI 48243
Tel: (313) 568-6800
Fax: (313) 568-6893
Email: mjacobs@dykema.com
lmphillips@dykema.com
-- and –-
Robert C. Walter, Esq.
Michael M. Muller, Esq.
DETROIT CITY LAW DEPARTMENT
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DIGITALSOUND PRODUCTION: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: DigitalSound Production Services, Inc.
dba DPS, Inc.
12950 Pierce St.
Pacoima, CA 91331
Case No.: 15-13952
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Martin R. Barash
Debtor's Counsel: Steven T Gubner, Esq.
EZRA BRUTZKUS & GUBNER
21650 Oxnard St Ste 500, Ste 500
Woodland Hills, CA 91367
Tel: 818-827-9000
Fax: 818-827-9099
Email: sgubner@ebg-law.com
- and -
Susan K Seflin, Esq.
EZRA BRUTZKUS GUBNER LLP
21650 Oxnard St., Suite 500
Woodland Hills, CA 91367
Tel: 818-827-9000
Fax: 818-927-9099
Email: sseflin@ebg-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles G. Klaus, chief executive
officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-13952.pdf
EAST END DEVELOPMENT: Purchaser Responds to Inquiry on Final Decree
-------------------------------------------------------------------
Mikee M. Hennessy, Esq., at Westerman Ball Ederer Miller Zucker &
Sharestein, LLP, on behalf of Amalgamated Bank as trustee of
Longview Ultra Construction Loan Investment Fund, responded to the
inquiry of the U.S. Bankruptcy Court for the Eastern District of
New York concerning the filing of a final decree in the Chapter 11
cases of East End Development, LLC.
Amalgamated Bank was the successful bidder for the auction of the
Debtors' assets.
Mr. Hennessy noted that the Debtor's Third Amended Chapter 11 Plan,
as modified, has been substantially consummated and distribution
has been made to holders of Allowed Class 4 General Unsecured
Creditors. The Court confirmed the Debtor's Third Amended Plan on
Sept. 27, 2015.
Mr. Hennessy added that Amalgamated anticipates that a final decree
can be filed on behalf of the Debtor once the two remaining
adversary proceedings are either resolved by the parties or
determined through trial by the Court. The parties in the
Amalgamated action attempted to resolve the proceeding through
mediation, however, the mediation has concluded unsucessfully.
About East End Development
East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012. Tracy L. Klestadt, Esq., at Klestadt & Winters
LLP, in New York, N.Y., represents the Debtor in its restructuring
efforts. Edifice Real Estate Partners, LLC serves as its
construction consultant. The Debtor disclosed $27,300,207 in
assets and $35,344,416 in liabilities in its schedules.
John E. Westerman, Esq., and Mike M. Hennessey, Esq., at Westerman
Ball Ederer Miller & Sharfstein, LLP, in Uniondale, N.Y.,
represents lender Amalgamated Bank as counsel.
EMERALD ISLE: Section 341 Meeting Scheduled for Jan. 5
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Emerald Isle
Partners, L.L.C. will be held on Jan. 5, 2015, at 10:00 a.m. at US
Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix,
Arizona.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About Emerald Isle
Emerald Isle Partners, L.L.C. filed a Chapter 11 bankruptcy
petition (Bankr. D. Ariz. Case No. 15-15165) on Nov. 30, 2015. The
petition was signed by Patrick J. Murphyk as authorized
representative. The Debtor listed total assets of $10 million and
total liabilities of $423,200. Allan D Newdelman PC represents the
Debtor as counsel. Judge Daniel P. Collins is assigned to the
case.
EMERALD ISLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Emerald Isle Partners, L.L.C.
A Nevadal LLC
7634 North Las Brisas Lane
Paradise Valley, AZ 85253
Case No.: 15-15165
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Daniel P. Collins
Debtor's Counsel: Allan D Newdelman, Esq.
ALLAN D NEWDELMAN PC
80 E. Columbus Ave.
Phoenix, AZ 85012
Tel: 602-264-4550
Fax: 602-277-0144
Email: anewdelman@adnlaw.net
Total Assets: $10 million
Total Debts: $423,200
The petition was signed by Patrick J. Murphyk, co-manager of manger
of Debtor.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
ENERGY FUTURE: Bankruptcy Casts Going Concern Doubt on EFIH
-----------------------------------------------------------
Energy Future Intermediate Holding Company LLC (EFIH) posted total
membership interests of ($2,416,000,000) for the three months ended
September 30, 2015, compared to ($2,203,000,000) for the quarter
ended September 30, 2014.
EFIH Senior Vice President and Controller Terry L. Nutt said in a
regulatory filing with the U.S. Securities and Exchange Commission
on November 3, 2015 that the company's ability to continue as a
going concern is contingent upon, among other factors, its ability
to comply with the financial and other covenants contained in its
DIP Facility, its ability to obtain new debtor-in-possession
financing in the event the DIP Facility was to expire during the
pendency of its Chapter 11 Cases and its ability to complete a
Chapter 11 plan of reorganization in a timely manner, including
obtaining creditor and Bankruptcy Court approval of such plan as
well as applicable regulatory approvals required for such plan and
obtaining any exit financing needed to implement such plan.
"These circumstances and uncertainties inherent in the bankruptcy
proceedings raise substantial doubt about EFIH's ability to
continue as a going concern."
In March 2015, with the approval of the Bankruptcy Court, EFIH used
some of its cash to repay (Repayment) $735 million, including
interest at contractual rates, in amounts outstanding under EFIH's
prepetition 11.00% Second Lien Notes due 2021 (11.00% Notes) and
11.75% Second Lien Notes due 2022 (11.75% Notes) and $15 million in
certain fees and expenses of the trustee for such notes. The
Repayment required the requisite consent of the lenders under the
EFIH DIP Facility. EFIH received such consent from approximately
97% of the lenders under the EFIH DIP Facility and paid an
aggregate consent fee equal to approximately $13 million. As a
result of the Repayment, as of the date hereof, the principal
amount outstanding on the 11.00% Notes and 11.75% are $322 million
and $1.389 billion, respectively.
As of September 30, 2015, EFIH had $370 million in liquidity
consisting entirely of cash and cash equivalents. As of September
30, 2015, the company had total assets of $6,523,000,000 and total
liabilities of $8,939,000,000. The company reported a net income
of $45,000,000 during the quarter ended September 30, 2015,
compared to a net income of $69,000,000 during the same period in
2014.
Subject to certain exceptions under the Bankruptcy Code, the
Bankruptcy Filing automatically enjoined, or stayed, the
continuation of most pending judicial or administrative proceedings
and the filing of other actions against EFIH and EFIH Finance Inc.
(the EFIH Debtors) or their property to recover on, collect or
secure a claim arising prior to the Petition Date (including with
respect to EFIH's prepetition debt instruments), Mr. Nutt related.
The Bankruptcy Court approved final orders in June 2014 authorizing
the EFIH DIP Facility. The EFIH First Lien DIP Facility provides
for $5.4 billion in senior secured, super-priority financing.
The EFIH DIP Facility permits, subject to certain terms, conditions
and limitations, EFIH to incur incremental junior lien subordinated
debt in an aggregate amount not to exceed $3 billion.
"EFIH believes that the EFIH DIP facility, plus cash distributions
received from Oncor Electric Delivery Company LLC (Oncor Holdings),
will be sufficient to fund its anticipated cash requirements
through at least the June 2016 maturity date of the EFIH DIP
facility. As a result of the Chapter 11 Cases, EFIH does not
expect to receive further interest payments on affiliate debt
securities it holds," Mr. Nutt told the SEC.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/j3wkzjm
Energy Future Intermediate Holding Company LLC (EFIH) is a
Dallas-based holding company whose wholly-owned subsidiary, Oncor
Holdings holds a majority interest (approximately 80%) in Oncor.
Oncor is principally engaged in providing delivery services to
REPs, including subsidiaries of TCEH, that sell electricity to
residential, business and other consumers in Texas.
ENERGY FUTURE: Discloses Status of Objections to Plan
-----------------------------------------------------
Energy Future Holdings Corp. and its affiliated debtors submitted
an Updated Objection Chart of the objections made to their Fifth
Amended Joint Plan of Reorganization with the U.S. Bankruptcy Court
for the District of Delaware.
The Updated Objection Chart includes, among other information, a
new summary of objections filed in connection with the Debtors'
motion to approve a settlement of litigation claims and authorize
the Debtors to enter into and perform under the settlement
agreement, filed on August 10, 2015 and an updated status of the
objections.
A copy of the Updated Objection Chart is available for free at
http://is.gd/bV4IDH
Energy Future Holdings' attorneys:
Mark D. Collins, Esq.
Daniel J. DeFranceschi, Esq.
Jason M. Madron, Esq.
Joseph C. Barsalona, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 North King Street
Wilmington, DE 19801
Telephone: (302)651-7700
Facsimile: (302)651-7701
E-mail: collins@rlf.com
defranceschi@rlf.com
madron@rlf.com
barsalona@rlf.com
- and -
Edward O. Sassower, Esq.
Stephen E. Hessler, Esq.
Brian E. Schartz, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022-4611
Telephone: (212)446-4800
Facsimile: (212)446-4900
E-mail: edward.sassower@kirkland.com
stephen.hessler@kirkland.com
brian.schartz@kirkland.com
- and -
James H.M. Sprayregen, Esq.
Marc Kieselstein, Esq.
Chad J. Husnick, Esq.
Steven N. Serajeddini, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022-4611
Telephone: (312)862-2000
Facsimile: (312)862-2200
E-mail: james.sprayregen@kirkland.com
marc.kieselstein@kirkland.com
chad.husnick@kirkland.com
steven.serajeddini@kirkland.com
The Acting United States Trustee for Region 3's attorneys:
Richard L. Schepacarter, Esq.
Timothy J. Fox, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
J. Caleb Boggs Federal Building
844 King Street, Room 2207, Lockbox 35
Wilmington, DE 19801
Telephone: (302)573-6491
Facsimile: (302)573-6497
About Energy Future Holdings Corp.
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
Jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ENERGY FUTURE: EFCH Posts $1.5-Bil. Net Loss in Qtr. Ended Sept. 30
-------------------------------------------------------------------
Energy Future Competitive Holdings Company LLC (EFCH) incurred a
net loss of $1,518,000,000 for the three months ended September 30,
2015, compared to a net loss of $38,000,000 for the same period in
2014. Net loss increased $1.480 billion to $1.518 billion in 2015.
The increase primarily reflected the noncash impairments of
goodwill and certain long-lived assets, partially offset by lower
depreciation and amortization expense, said EFCH Senior Vice
President and Controller Terry L. Nutt in a regulatory filing with
the U.S. Securities and Exchange Commission dated November 3,
2015.
"Our ability to continue as a going concern is contingent upon,
among other factors, our ability to comply with the financial and
other covenants contained in Texas Competitive Electric Holdings
Company LLC (TCEH)'s DIP Facility, our ability to obtain new debtor
in possession financing in the event the TCEH DIP Facility was to
expire during the pendency of our Chapter 11 Cases and our ability
to complete a Chapter 11 plan of reorganization in a timely manner,
including obtaining creditor and Bankruptcy Court approval of such
plan as well as applicable regulatory approvals required for such
plan and obtaining any exit financing needed to implement such
plan," Mr. Nutt said.
"These circumstances and uncertainties inherent in the bankruptcy
proceedings raise substantial doubt about our ability to continue
as a going concern."
Mr. Nutt related, "In general, the Debtors have received final
bankruptcy court orders with respect to first day motions and other
operating motions that allow the Debtors to operate their
businesses in the ordinary course, including, among others,
providing for the payment of certain prepetition employee and
retiree expenses and benefits, the use of the Debtors' existing
cash management system, the segregation of certain cash balances
which require further order of the Bankruptcy Court for
distribution, the continuation of customer contracts and programs
at our retail electricity operations, the payment of certain
prepetition amounts to certain critical vendors, the ability to
perform under certain prepetition hedging and trading arrangements
and the ability to pay certain prepetition taxes and regulatory
fees. In addition, the Bankruptcy Court has issued orders
approving the TCEH DIP Facility.
"We expect to generate additional net operating losses (NOLs)
during our Chapter 11 Cases and estimate that the Energy Future
Holdings Corp. consolidated group will have approximately $6.3
billion of NOLs at the time of emergence (assuming a June 30, 2016
emergence date), of which approximately $6.1 billion are expected
to be attributable to EFCH. Of the $6.3 billion of consolidated
NOLs, we intend to utilize up to approximately $5.8 billion of NOLs
to offset taxable gain recognized in connection with the Plan of
Reorganization that will result in a step-up in the tax basis of
certain assets of TCEH. It is expected that the assets of TCEH
will have an aggregate tax basis of approximately $5.5 billion at
the time of emergence (prior to giving effect to such step-up in
tax basis). EFH Corp. is seeking a private letter ruling from the
IRS regarding the transaction resulting in such step-up in tax
basis and such transaction is subject to receiving a favorable
ruling from the Internal Revenue Services. The determination of
which assets will receive a step-up in tax basis depends upon the
fair market value and the tax basis of such assets at the time of
emergence. Applicable GAAP guidance may require deferred tax
assets reflected in the financial statements be subjected to a full
or partial valuation allowance in future periods, unless and until
a transaction occurs that results in the utilization of such
deferred tax assets."
As of September 30, 2015, the company's balance sheets showed total
assets of $17,285,000,000, total liabilities of $38,813,000,000,
and membership interests of ($21,528,000,000).
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/hk9cphy
Energy Future Competitive Holdings Company LLC (EFCH) conducts its
operations almost entirely through its wholly-owned subsidiary,
Texas Competitive Electric Holdings Company LLC (TCEH). TCEH is a
holding company for subsidiaries engaged in competitive electricity
market activities largely in Texas, including electricity
generation, wholesale energy sales and purchases, commodity risk
management and trading activities and retail electricity
operations.
ENERGY FUTURE: EFH Has $1.5-Bil. Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Energy Future Holdings Corp. (EFH Corp.) incurred a net loss of
$1,460,000,000 for the three months ended September 30, 2015,
compared to a net loss of $49,000,000 for the same period in 2014.
Results for EFH Corp. decreased $1.509 billion to a net loss of
$1.460 billion in 2015, Terry L. Nutt, senior vice president and
controller of the company, said in a regulatory filing with the
U.S. Securities and Exchange Commission on November 3, 2015. He
noted that net loss for the Competitive Electric segment increased
$1.480 billion to $1.517 billion, results in the Regulated Delivery
segment increased $4 million to $127 million, and after-tax
expenses from Corporate and Other activities totaled $70 million
and $37 million in 2015 and 2014, respectively.
"Our ability to continue as a going concern is contingent upon,
among other factors, our ability to comply with the financial and
other covenants contained in the DIP Facilities, our ability to
obtain new debtor in possession financing in the event the DIP
Facilities were to expire during the pendency of our Chapter 11
Cases and our ability to complete a Chapter 11 plan of
reorganization in a timely manner, including obtaining creditor and
Bankruptcy Court approval of such plan as well as applicable
regulatory approvals required for such plan and obtaining any exit
financing needed to implement such plan," Mr. Nutt disclosed.
"These circumstances and uncertainties inherent in the bankruptcy
proceedings raise substantial doubt about our ability to continue
as a going concern."
In general, the Debtors have received final bankruptcy court orders
with respect to first day motions and other operating motions that
allow the Debtors to operate their businesses in the ordinary
course, including, among others, providing for the payment of
certain prepetition employee and retiree expenses and benefits, the
use of the Debtors' existing cash management system, the
segregation of certain cash balances which require further order of
the Bankruptcy Court for distribution, the continuation of customer
contracts and programs at our retail electricity operations, the
payment of certain prepetition amounts to certain critical vendors,
the ability to perform under certain prepetition hedging and
trading arrangements and the ability to pay certain prepetition
taxes and regulatory fees. In addition, the Bankruptcy Court has
issued orders approving the DIP Facilities.
Pursuant to the Bankruptcy Code, the Debtors intend to comply with
all applicable regulatory requirements, including all requirements
related to environmental and safety law compliance, during the
pendency of the Chapter 11 Cases, according to Mr. Nutt.
"Further, the Debtors have been complying, and intend to continue
to comply, with the various reporting obligations that are required
by the Bankruptcy Court during the pendency of the Chapter 11
Cases. Moreover, to the extent the Debtors either maintain
insurance policies or self-insure their regulatory compliance
obligations, the Debtors intend to continue such insurance policies
or self-insurance in the ordinary course of business," Mr. Nutt
said.
As of September 30, 2015, the company had total assets of
$24,528,000,000, total liabilities of $47,450,000,000, and total
shareholders' equity of ($22,922,000,000).
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/hvadkse
Energy Future Holdings Corp. (EFH Corp.) is a Dallas-based holding
company that conducts its operations through its Texas Competitive
Electric Holdings Company LLC (TCEH) and Oncor Electric Delivery
Company LLC (Oncor) subsidiaries. EFH Corp. and the substantial
majority of its direct and indirect subsidiaries, including Energy
Future Intermediate Holding Company LLC (EFIH), Energy Future
Competitive Holdings Company LLC (EFCH) and TCEH sought bankruptcy
protection on April 29, 2014.
ENERGY FUTURE: Needs Until July 21 to Remove Actions
----------------------------------------------------
Energy Future Holdings Corp., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to further enlarge the period within
which they may remove: (a) Prepetition Actions by 180 days through
and including July 21, 2016, or (b) Postpetition Actions to the
later of (i) the Removal Date and (ii) the time periods set forth
in Bankruptcy Rule 9027(a)(3), in each case, without prejudice to
the Debtors' right to seek further extensions.
The Debtors are represented by:
Mark D. Collins, Esq.
Daniel J. DeFranceschi, Esq.
Jason M. Madron, Esq.
RICHARDS LAYTON & FINGER, P.A.
920 North King Street
Wilmington, Delaware 19801
Phone: (302) 651-7700
Fax: (302) 651-7701
Email: collins@rlf.com
defranceschi@rlf.com
madron@rlf.com
-- and --
Edward O. Sassower, Esq.
Stephen E. Hessler, Esq.
Brian E. Schartz, Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022-4611
Phone: (212) 446-4800
Fax: (212) 446-4900
Email: edward.sassower@kirkland.com
stephen.hessler@kirkland.com
brian.schartz@kirkland.com
-- and --
James H.M. Sprayregen, Esq.
Marc Kieselstein, Esq.
Chad J. Husnick, Esq.
Steven N. Serajeddini
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, Illinois 60654
Phone: (312) 862-2000
Fax: (312) 862-2200
Email: james.sprayregen@kirkland.com
marc.kieselstein@kirkland.com
chad.husnick@kirkland.com
steven.serajeddini@kirkland.com
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
Jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is represented
by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ENERGY FUTURE: U.S. Trustee Objects to Fidelity Settlement
----------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region 3, objects
to the Settlement between debtors Energy Future Holdings Corp., et.
al., and Fidelity Management & Research Company, which the Debtors
have submitted to the U.S. Bankruptcy Court for the District of
Delaware, for approval.
The U.S. Trustee objects to the Settlement which requires Debtor
Energy Future Holdings Corp. ("EFH") to pay Fidelity's unpaid fees
and expenses up to $12 million on the Plan's Effective Date, as
well as to pay the unpaid fees and expenses of the EFH Notes
Trustee American Stock Transfer & Trust Company, LLC, under the
Amended & Restated Plan Support Agreement.
Mr. Vara contends that the Debtors fail to provide sufficient
information to allow anyone, including the U.S. Trustee, the Court,
or other interested parties, to evaluate the propriety of the
payments now seemingly authorized and agreed-to under the Fidelity
Stipulation and Amended PSA. Mr. Vara further contends that these
payment provisions seek to evade the procedural and substantive
requirements imposed by the Bankruptcy Code and lack sufficient
information and disclosure. He tells the Court that it appears
that the proposed payments to Fidelity and the EFH Notes Trustee,
and presumably their undisclosed third-party professionals relate
to fee payments to professionals whose compensation is governed by
Sections 503(b)(3)(D) and (4) of the Bankruptcy Code. Mr. Vara
further tells the Court that a party's right to payment under
section 503(b) is not automatic but "depends upon the requesting
party's ability to show that the fees were actually necessary to
preserve the value of the estate."
Mr. Vara contends that it is unclear whether the payment provisions
of the Fidelity Settlement will limit payment to professionals who
can and will satisfy section 503(b). He further contends that the
Fidelity Settlement does not provide parties-in-interest with any
effective opportunity to review or contest whether those
requirements have been met.
Energy Future Holdings is represented by:
Mark D. Collins, Esq.
Daniel J. DeFranceschi, Esq.
Jason M. Madron, Esq.
Joseph C. Barsalona, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 North King Street
Wilmington, DE 19801
Telephone: (302)651-7700
Facsimile: (302)651-7701
E-mail: collins@rlf.com
defranceschi@rlf.com
madron@rlf.com
barsalona@rlf.com
- and -
Edward O. Sassower, Esq.
Stephen E. Hessler, Esq.
Brian E. Schartz, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022-4611
Telephone: (212)446-4800
Facsimile: (212)446-4900
E-mail: edward.sassower@kirkland.com
stephen.hessler@kirkland.com
brian.schartz@kirkland.com
- and -
James H.M. Sprayregen, Esq.
Marc Kieselstein, Esq.
Chad J. Husnick, Esq.
Steven N. Serajeddini, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022-4611
Telephone: (312)862-2000
Facsimile: (312)862-2200
E-mail: james.sprayregen@kirkland.com
marc.kieselstein@kirkland.com
chad.husnick@kirkland.com
steven.serajeddini@kirkland.com
The Acting United States Trustee for Region 3 is represented by:
Richard L. Schepacarter, Esq.
Timothy J. Fox, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
J. Caleb Boggs Federal Building
844 King Street, Room 2207, Lockbox 35
Wilmington, DE 19801
Telephone: (302)573-6491
Facsimile: (302)573-6497
About Energy Future Holdings Corp.
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
Jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
EWT HOLDINGS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' corporate credit rating on EWT Holdings III Corp. The outlook
is stable.
In addition, S&P affirmed its 'B+' issue-level rating on EWT's
first-lien credit facility. The '2' recovery rating on the loans
is unchanged, indicating S&P's expectation for substantial
(70%-90%; lower end of the range) recovery in the event of a
payment default.
At the same time, S&P raised its issue-level rating on the
company's second-lien term loan to 'B-' from 'CCC+' and revised its
recovery rating to '5' from '6'. The '5' recovery rating indicates
S&P's expectation for modest (10%-30%; lower end of the range)
recovery in the event of payment default.
"The affirmation reflects our view that EWT's credit measures will
improve as its operations as a stand-alone entity continue to
stabilize," said Standard & Poor's credit analyst Sarah Wyeth. S&P
expects the company's expanded salesforce and its high proportion
of service revenues to enable EWT to generate slow but steady
revenue growth in 2016 and beyond. With declining costs associated
with the carve-out from Siemens AG, the company should be able to
achieve EBITDA margin of about 10% and maintain leverage below 6x.
The stable outlook is supported by S&P's expectation that EWT's
top-line growth will be comparable to GDP growth in the U.S. S&P
also expects the high proportion of service-based revenues will
insulate the company somewhat from cyclical downturns. The stable
outlook is also supported by S&P's expectation that the company
will continue to transition smoothly to a stand-alone entity,
gradually improving margins over time. This should result in
leverage of about 5x in 2015 and then gradually declining in 2016.
S&P could lower the rating if costs are higher than it expects,
resulting in an EBITDA margin in the mid-single-digits and leverage
increasing to and remaining higher than 6.5x.
Alternatively, S&P could raise the rating if the company achieves
double-digit margins and adopts a less aggressive financial policy,
resulting in leverage likely to remain below 5x.
FALCON PREMIER: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Falcon Premier Holdings, L.L.C.
11037 FM 1960 Rd. W
Houston, TX 77065
Case No.: 15-36313
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Kevin M Madden, Esq.
LAW OFFICES OF KEVIN MICHAEL MADDEN PLLC
5225 Katy Freeway, Ste 520
Houston, TX 77007
Tel: 281-888-9681
Fax: 832-538-0937
Email: kmm@kmaddenlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rezik Saqer, M.D., manager.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb15-36313.pdf
FOREST PARK REALTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Forest Park Realty Partners III, LP
3030 Olive Street
Dallas, TX 75219
Case No.: 15-34814
Type of Business: Offers commercial construction and development
services
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Melissa S. Hayward, Esq.
FRANKLIN HAYWARD LLP
10501 N. Central Expry, Ste. 106
Dallas, TX 75231
Tel: 972-755-7104
Fax: 972-755-7114
Email: MHayward@franklinhayward.com
Estimated Assets: $50 million to $100 million
Estimated Debts: $100 million to $500 million
The petition was signed by Todd Furniss, manager, Neal Richards
Group Forest Park Development LLC, its GP.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
FPMC FORT WORTH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: FPMC Fort Worth Realty Partners, LP
3030 Olive Street, Suite 220
Dallas, TX 75219
Case No.: 15-44791
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Mark X. Mullin
Debtor's Counsel: Melissa S. Hayward, Esq.
FRANKLIN HAYWARD LLP
10501 N. Central Expry, Ste. 106
Dallas, TX 75231
Tel: 972-755-7104
Fax: 972-755-7114
Email: MHayward@franklinhayward.com
Estimated Assets: $100 million to $500 million
Estimated Debts: $50 million to $100 million
The petition was signed by Todd Furniss, Manager, Neal Richards
Group Forest Park Development LLC, its GP.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
GARLOCK SEALING: Files Omnibus Objections to Asbestos Claims
------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code, Federal Rules of
Bankruptcy Procedure 3007 and 3018, and the April 10, 2015 Order
Approving Disclosure Statement and Establishing Asbestos Claims Bar
Date and Procedures for Solicitation, Garlock Sealing Technologies
LLC;, et al., filed omnibus objections, to object to the temporary
allowance for voting purposes of certain Class 4 claims filed by
various firms, including:
* Robert E. Sweeney, L.P.A;
* Porter & Malouf, P.A.;
* Wallace & Graham;
* The Jaques Admiralty Law Firm PC;
* Trine & Metcalf, P.C.;
* Weitz & Luxenberg P.C.;
* Motley Rice LLC;
* Nix, Patterson & Roach, L.L.P.;
* Foster & Sear, LLP;
* Glasser & Glasser P.L.C.;
* Harrison Davis Steakley Morrison, P.C.;
* Hissey Kientz, LLP;
* Kelley & Ferraro, LLP.; and
* Law Offices of Peter G. Angelos.
Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, P.A.,
tells the Court that the Subject Claims do not meet the
Solicitation Order's requirements for temporary allowance because
they were settled and paid prepetition, were dismissed with
prejudice, are time-barred, or were resolved by final judgment
prepetition. According to Mr. Cassada, the Subject Claims
constitute a portion of claims filed by the Filing Firms and
identified by Debtors as not meeting these requirements.
Copies of the Debtors' Omnibus Claims Objections, which include
lists of the claimants subject to the objections, are available
at:
http://bankrupt.com/misc/Garlock_S_4974_47th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4975_48th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4976_49th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4977_50th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4978_51st_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4979_52nd_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4980_53rd_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4981_54th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4983_55th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4984_56th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4985_57th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4986_58th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_4987_59th_Om_Obj.pdf
http://bankrupt.com/misc/Garlock_S_5002_73rd_Om_Obj.pdf
Special Corporate and Litigation Counsel to the Debtors:
Garland S. Cassada, Esq.
Jonathan C. Krisko, Esq.
Richard C. Worf, Jr., Esq.
ROBINSON BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
Telephone: (704) 377-2536
Facsimile: (704) 378-4000
E-mail: gcassada@rbh.com
jkrisko@rbh.com
rworf@rbh.com
About Garlock Sealing
Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.
On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code. The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.
Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
For asbestos matters.
The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.
Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.
Judge George Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina on Jan. 10, 2014, entered an order
estimating the liability for present and future mesothelioma claims
against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.
In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR). The confirmation hearing is slated to begin
June 20, 2016.
Under the schedule for confirmation proceedings ordered by the
Court, objections to confirmation of the Plan that do not depend on
the results of voting were due Oct. 6, 2015, and confirmation
objections that depend on such results are due on Dec. 18, 2015.
GARLOCK SEALING: Firms, FCR Seek Temporary Allowance of Claims
--------------------------------------------------------------
Various parties have filed with the U.S. Bankruptcy Court for the
Western District of North Carolina motions pursuant to Rule 3018(a)
of the Bankruptcy Rules of Procedure, each seeking an order
temporarily allowing claims for voting purposes.
Motley Rice, LLC, requests the entry of an order temporarily
allowing, for voting purposes only, the votes cast by and on behalf
of 2,022 Canadian claimants, to which the Bar Date applies, to be
allowed the opportunity to vote on the Debtors' Second Amended Plan
of Reorganization. The firm notes that Garlock had operations in
Canada, sold its asbestos gaskets there and has been sued in the
past by Canadian citizens for asbestos related disease. The Plan
of Reorganization purports to channel any asbestos claims based on
exposure in Canada to a trust, and to affect the rights of those
Canadians.
Motley Rice timely submitted a Class 4 Master Ballot which included
the 2,022 Canadian claimants. The firm argues that the claimants,
as potential creditors of the Debtors' bankruptcy estate, as
evidenced by the votes cast and the proof of claims filed, should
not be disenfranchised by the Debtors and denied the opportunity to
vote on this plan of reorganization.
Motley Rice filed another motion, to seek an order temporarily
allowing Motley Rice's 54 Class 3 settled but unpaid claims for
plan voting purposes only. Motley Rice, prior to the October 6,
2015 bar date, voted and filed proof of claims on behalf of
claimants who have been injured or have died as a result of
asbestos exposure to the Debtors' asbestos containing products or
to those products and operations for which the Debtors are
ultimately liable. Under the proposed Plan, Class 3 claims are
comprised of "Settled GST [Garlock Sealing Technologies] Asbestos
Claims." The firm acknowledges that the Debtors have filed
numerous omnibus objections to Settled GST Asbestos claims but note
that the Debtors contest only the validity and enforceability of
these subject claims and not the actual settlement amount of these
claims. It asserts that the presumption of validity of its 54
prepetition Settled GST Asbestos Claims remains.
The firm Goldenberg Heller Antognoli & Rowland, P.C., represents
claimants who "were in a trade, industry and/or worked at a job
site where the likelihood of Garlock exposure was high and were
similar to claims that were paid previously by Garlock in the
past." Goldenberg Heller avers that each of the claimants should
be allowed for voting purposes in the amount of $1.00 except in the
single case of the claimant with testicular mesothelioma, James
McClain, which should be allowed in the amount of $10,000.
The Future Claimants' Representative ("FCR") notes that Debtors'
Second Amended Plan of Reorganization provides that the FCR may
vote on the Plan on behalf of all future claimants, Class 5. On
July 1, 2015, the FCR voted his ballot to accept the Debtors' Plan.
The Voting Procedures Order does not require or contemplate that
the FCR would be required to seek temporary allowance of the Class
5 proof of claim for voting purposes by the November 5, 2015
deadline, which applies to certain other classes of claims. Out of
an abundance of caution, to protect against a hyper-technical
argument at a later stage of the case that temporary allowance
should have been sought now for the Class 5 claim, the FCR filed a
motion pursuant to Rule 3018(a) to preserve the right to make
allowance arguments later.
Counsel for Joseph W. Grier, III, the FCR:
ORRICK, HERRINGTON & SUTCLIFFE LLP
Jonathan P. Guy, Esq.
Gregory D. Beaman, Esq.
1152 15th Street, N.W.
Washington, DC 20005
Telephone: (202) 339-8400
E-mail: jguy@orrick.com
gbeaman@orrick.com
- and -
A. Cotten Wright, Esq.
GRIER FURR & CRISP, PA
101 North Tryon Street, Suite 1240
Charlotte, NC 28246
Telephone: (704) 375-3720
E-mail: cwright@grierlaw.com
Goldenberg Heller can be reached at:
Elizabeth V. Heller, Esq.
GOLDENBERG HELLER ANTOGNOLI & ROWLAND, P.C.
2227 South State Route 157
Edwardsville, IL 62025
Tel: (618) 656-5150
Fax: (618) 656-8169
E-mail: elizabeth@ghalaw.com
Motley Rice can be reached at:
John D. Hurst, Esq.
MOTLEY RICE LLC
28 Bridgeside Blvd.
P.O. Box 1792
Mount Pleasant, SC 29465
Tel: (843) 216-9000
Fax: (843) 216-9430
E-mail: jhurst@motleyrice.com
Joseph F. Rice
MOTLEY RICE LLC
28 Bridgeside Blvd.
P.O. Box 1792
Mount Pleasant, SC 29465
Tel: (843) 216-9000
Fax: (843) 216-9430
E-mail: jrice@motleyrice.com
John A. Baden, IV
MOTLEY RICE LLC
28 Bridgeside Blvd.
P.O. Box 1792
Mount Pleasant, SC 29465
Tel: (843) 216-9000
Fax: (843) 216-9430
E-mail: jbaden@motleyrice.com
- and -
Nathan D. Finch, Esq.
MOTLEY RICE LLC
28 Bridgeside Blvd.
P.O. Box 1792
Mount Pleasant, SC 29465
Tel: (843) 216-9000
Fax: (843) 216-9430
E-mail: nfinch@motleyrice.com
About Garlock Sealing
Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.
On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code. The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.
Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
For asbestos matters.
The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.
Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.
Judge George Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina on Jan. 10, 2014, entered an order
estimating the liability for present and future mesothelioma claims
against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.
In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR). The confirmation hearing is slated to begin
June 20, 2016.
Under the schedule for confirmation proceedings ordered by the
Court, objections to confirmation of the Plan that do not depend on
the results of voting were due Oct. 6, 2015, and confirmation
objections that depend on such results are due on Dec. 18, 2015.
GARLOCK SEALING: To Revise Criteria for Class 4 Claims Voting
-------------------------------------------------------------
Garlock Sealing Technologies LLC, et al., filed a motion asking the
Bankruptcy Court for relief from the Order Approving Disclosure
Statement and Establishing Asbestos Claims Bar Date and
Procedures for Solicitation, namely the part of the order that
determined the criteria for temporary allowance of Class 4 asbestos
claims for voting purposes.
In the Order, the Court determined that to be temporarily allowed
for voting purposes, Class 4 claims must meet minimal criteria
showing they have potential merit against Garlock. The claim must
not be settled and paid, dismissed with prejudice, or known to be
time-barred; the claimant must have had exposure to asbestos
released from Garlock gaskets or packing; and the claimant must
have a diagnosis of pleural or peritoneal mesothelioma, lung
cancer, laryngeal cancer, or asbestosis. To ensure that the voted
claims had these characteristics, the Court required certifications
under penalty of perjury, to the best of attorneys' (or claimants')
knowledge, information, and reasonable belief. The Court, however,
rejected Debtors' request that claimants be required to provide
documents evidencing their exposure to asbestos from Garlock
gaskets or packing.
Unfortunately, Garland S. Cassada, Esq., at Robinson Bradshaw &
Hinson, P.A., explains it is now clear that the certifications the
Court required were not sufficient to ensure that only claims
meeting the temporary allowance criteria were voted. In fact, tens
of thousands of voted claims do not meet those criteria.
First, tens of thousands of voting claims were settled and paid
before the bankruptcy petition, were the subject of final judgments
prepetition, were dismissed, or are clearly time-barred. These
claims do not meet the voting criteria, have no potential merit,
and should not have been voted in these cases. Moreover, it is
also clear that many claims were voted despite not having any
evidence of exposure to asbestos from Garlock gaskets. Thousands of
claimants voted whose claims were dismissed before the petition, as
well as hundreds of mesothelioma claimants who could not identify
any evidence of Garlock exposure in response to the questionnaire
ordered by the Court.
Finally, thousands of claimants voted who likely do not have a
diagnosis of disease. The vote was dominated by more than 100,000
claimants whose attorneys certified they have diagnoses of
asbestosis, yet thousands of those claimants were recruited through
mass screenings, creating inherent suspicion as to whether they
actually have a diagnosis.
At the end of the day, approximately 92% of the 81,039 Class 4
ballots where Debtors have information other than the ballot --
over 74,000 ballots -- do not meet or are unlikely to meet the
criteria for temporary allowance. As a result, the Class 4 vote is
not useful to this Court for any purpose. It cannot tell the Court
how many claims in fact meet the temporary allowance criteria. It
does not tell the Court whether Class 4 rejected the Plan. And it
certainly does not bear the weight the Official Committee of
Asbestos Personal Injury Claimants (the "Committee") assigns to it,
as showing a vast number of colorable Garlock claims that will
reject the Settlement Option under the Plan, swamp this Court, and
create a risk that claims will not be paid in full. To the
contrary, the balloting is dominated by claims that do not meet
even the minimal criteria the Court established to permit Class 4
claimants to vote. In sum, the plaintiffs' bar has orchestrated a
campaign to stuff the ballot box with meritless claims in an
attempt to derail confirmation of the Plan.
If the Class 4 vote is going to mean anything in these cases -- if
it is going to be used to find that Class 4 has rejected the Plan,
placing the burden on Debtors to demonstrate fairness and equity --
then Debtors are entitled to a vote with integrity. The vote that
has occurred has none.
The only way to ensure it is to require minimal documentation
before Class 4 claims will be temporarily allowed for voting
purposes. Claimants should be required to identify their date of
diagnosis and the first date they filed a tort suit or a Trust
claim, to permit the parties and Court to determine whether their
claims are time-barred. Claimants should be required to produce
specific evidence of contact with Garlock's asbestos-containing
gaskets or packing to confirm their certifications of Garlock
exposure. Claimants alleging asbestosis should be required to
produce the diagnosis upon which they rely and the name of the
diagnosing physician, so that the Court and parties can know
whether they have a real diagnosis at all, or only one from a
source that has been thoroughly discredited. Without these steps,
neither the Court nor the parties will know how many of the Class 4
claims have any conceivable merit, such that they should be counted
as votes in these cases.
For all these reasons, the Debtors request modification of the
Solicitation Order. Specifically, the Debtors request that as a
condition for temporary allowance, claimants be required to provide
the following information:
a. The date of diagnosis for the disease claimed in the
ballot;
b. The date the claimant first filed a lawsuit against any
defendant or a claim against any Trust based on the
disease claimed in the ballot;
c. Documents sufficient to demonstrate (a) the location where
the Injured Party experienced GST Asbestos Exposure, (b)
the Injured Party's occupation and industry when he or
she experienced such GST Asbestos Exposure, and (c)
identification of the kind of Garlock asbestos-containing
product with which the Injured Party had contact; and
d. For asbestosis claimants, the diagnosis upon which they
rely to make the certification of disease and the name of
the diagnosing physician.
The Court required the Debtors to meet the standards of
Fed.R.Civ.P. Rule 60 to modify that Order, and those standards are
met where law firms voted tens of thousands of claims that do not
meet the Court's temporary allowance criteria. The only viable
solution is to send attorneys back to the drawing board, to
determine which of their clients' claims actually do meet the
criteria.
Simultaneous with the Motion, the Debtors are filing objections to
claims voted by certain firms who collectively cast over 100,000 of
the ballots in Class 4, to establish that they voted large numbers
of ballots that do not meet the temporary allowance criteria. As
it would be impracticable for the Debtors to file 100-claim omnibus
objections to all of the claims they have identified as
objectionable, the Debtors also request leave to file omnibus
objections joining all their objections to ballots cast by
individual law firms.
Special Corporate and Litigation Counsel to the Debtors:
Garland S. Cassada, Esq.
Jonathan C. Krisko, Esq.
Richard C. Worf, Jr., Esq.
ROBINSON BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, NC 28246
Telephone: (704) 377-2536
Facsimile: (704) 378-4000
E-mail: gcassada@rbh.com
jkrisko@rbh.com
rworf@rbh.com
About Garlock Sealing
Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.
On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code. The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.
Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
For asbestos matters.
The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.
Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.
Judge George Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina on Jan. 10, 2014, entered an order
estimating the liability for present and future mesothelioma claims
against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.
In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR). The confirmation hearing is slated to begin
June 20, 2016.
Under the schedule for confirmation proceedings ordered by the
Court, objections to confirmation of the Plan that do not depend on
the results of voting were due Oct. 6, 2015, and confirmation
objections that depend on such results are due on Dec. 18, 2015.
GAS-MART USA: UMB, Sun Life Object to SNC JJ Stipulation
--------------------------------------------------------
Gas-Mart USA, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the Western District of Missouri, Kansas City
Division, to approve a stipulation granting SNC JJ Holdings, LLC's
Motion for Adequate Protection.
SNC had previously filed a motion seeking adequate protection for
the use of its collateral.
The Stipulation contains, among others, these material terms:
(a) The Debtors are required to pay SNC monthly adequate
protection payments as follows:
(i) $18,500 per month from September 2015 to December 2015;
(ii) $22,500 per month from January, 2016 to April, 2016;
(iii) $18,500 per month from May 2016 until such time as a
Chapter 11 plan is confirmed.
(b) The Debtors are required to pay the real estate taxes with
respect to SNC's collateral as such taxes become due.
(c) The Debtors must maintain current insurance with respect to
SNC's collateral.
(d) The monthly adequate protection payments shall reduce the
total amounts owing to SNC by the Debtors; however, in the event
that SNC's claim is bifurcated into a secured claim and an
unsecured claim, the monthly adequate protection payments shall not
reduce SNC's secured claim.
(e) Provided no default under the Stipulation occurs, SNC will
be enjoined under Section 105 of the Bankruptcy Code from pursuing
any collection of the amounts owing to SNC by Michael L. George,
David L. George, and Michael L. George and David L. George as co-
trustees of the George Irrevocable Trust Dated November 18, 1996
for a period 6 months from the date the Court approves the
Stipulation.
The Debtors submit that the adequate protection proposed in the
Stipulation is fair and reasonable and sufficient to satisfy the
requirements of Section 363(e) of the Bankruptcy Code.
Lenders UMB Bank, N.A., and Sun Life Assurance Company of Canada
object to the Debtors' motion. The Lenders contend that over the
course of the bankruptcy cases, the Debtors have consistently
failed to meet their revenue projections by significant margins and
as a result, the Debtors failed to make their budgeted adequate
protection payments to the Lenders. The Lenders further contend
that based upon the Debtors' most recent projections, they also are
and will be unable to make any future adequate protection payments
to the Lenders and will run out of cash by December, 2015 if they
do not receive additional funds for operations. The Lenders tell
the Court that at this time, they are unwilling to fund additional
monies and that the Debtors and Lenders are currently in
negotiations about a potential sale process. The Lenders further
tell the Court that given the current state of affairs, there is no
guaranty that the Debtors can make monthly adequate protection
payments to SNC. The Lenders add that failure to make such
payments may result in the immediate lifting of the automatic stay.
They assert that any resolution related to adequate protection
should be made in the context of how these cases will proceed
including the ultimate timing of any sale process. The Lenders
further assert that entering into an adequate protection
arrangement at this time would be premature.
Gas-Mart USA is represented by:
Paul M. Hoffman, Esq.
Sharon L. Stolte, Esq.
Nicholas J. Zluticky, Esq.
STINSON LEONARD STREET LLP
1201 Walnut, Suite 2900
Kansas City, MO 64106
Telephone: (816)842-8600
Facsimile: (816)691-3495
E-mail: paul.hoffman@stinson.com
sharon.stolte@stinson.com
nicholas.zluticky@stinson.com
UMB Bank is represented by:
Scott J. Goldstein, Esq.
Eric L. Johnson, Esq.
SPENCER FANE LLP
1000 Walnut Street
Kansas City, MO 64106
Telephone: (816)478-8100
Facsimile: (816)471-6467
E-mail: sgoldstein@spencerfane.com
ejohnson@spencerfane.com
Sun Life Assurance Company of Canada is represented by:
William C. Heuer, Esq.
DUANE MORRIS LLP
1540 Broadway
New York, NY 10036
Telephone: (212)692-1070
Facsimile: (212)208-4521
E-mail: wheuer@duanemorris.com
- and -
Jeffrey A. Deines, Esq.
Shane J. McCall, Esq.
LENTZ CLARK DEINES PA
9260 Glenwood
Overland Park, KS 66212
Telephone: (913)648-0600
Facsimile: (914)648-0664
E-mail: jdeines@lcdlaw.com
smccall@lcdlaw.com
About Gas-Mart USA
Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.
Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores"). With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving
Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area. Fran is a fuel hauling business located
in and serving Kansas City.
On Oct. 6, 2015, an order for relief under 11 U.S.C. Chapter 11
was
entered for the debtor Fuel Services Mart, Inc. ("FSM"). FSM
filed
as motion for an order directing that certain Orders in In re
Gas-Mart USA., et al. be made applicable to FSM.
Judge Arthur B. Federman presides over the Chapter 11 cases.
The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
Conflicts counsel; and Frank Wendt as special conflicts counsel.
The Debtors' Chapter 11 plan and disclosure statement are due
Oct. 30, 2015.
Gas-Mart estimated $10 million to $50 million in assets and debt.
In July, Daniel Casamatta, acting U.S. trustee, appointed seven
creditors to serve on Gas-Mart's official committee of unsecured
creditors. The committee is represented by Freeborn & Peters LLP,
in Chicago, Illinois.
GAS-MART USA: UMB, Sun Life Say Wells Fargo Stipulation Premature
-----------------------------------------------------------------
Gas-Mart USA, Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Western District of Missouri, Kansas City
Division, to approve a joint stipulation granting Wells Fargo Bank,
N.A., adequate protection.
Wells Fargo asserts that it is a secured creditor of the Debtors
and holds a security interest in the Debtors' assets, including but
not limited to, vehicles, real estate, accounts receivable, and
other assets of the Debtors. The Debtors seek to resolve the
issues relating to adequate protection with Wells Fargo without
binding the parties as to the nature, extent and priority of Wells
Fargo's claims. The Debtors contend that the Stipulation resolves
the issue of adequate protection by agreement of the parties during
the bankruptcy proceedings unless Wells Fargo's collateral suffers
a material adverse change.
The Stipulation contains, among others, these material terms:
(a) The Debtors are required to pay Wells Fargo monthly adequate
protection payments of $5,000 per month commencing on Aug. 1,
2015.
(b) The Debtors are required to pay the post-petition real
estate and personal property taxes and said assessments on the
property identified in the Security Agreements, the Certificates of
Title and the mortgages that purport to secure Wells Fargo’s
claim.
(c) The Debtors must maintain current insurance with respect to
Wells Fargo's collateral.
(d) If the Wells Fargo Collateral in the aggregate suffers any
material adverse change during the bankruptcy proceeding, or if
Debtors fail to make any adequate protection payment when due, or
fail to cure any other default under the terms of this Stipulation
within 14 business days after Wells Fargo files a written notice of
such default under this Stipulation with the Bankruptcy Court, then
Wells Fargo, at its option, shall have the right to seek relief
from the automatic stay to exercise its rights and remedies under
state or other applicable non-bankruptcy law or, alternatively, to
seek additional adequate protection for cause shown.
The Debtors tell the Court that the adequate protection proposed in
the Stipulation is fair and reasonable and sufficient to satisfy
the requirement of Section 363(e) of the Bankruptcy Code.
Lenders UMB Bank, N.A. and Sun Life Assurance Company of Canada
contend that any resolution related to adequate protection is
premature, given the current status of the case. The Lenders
further contend that the Debtors' motion should not be taken up by
the Court until the omnibus hearing scheduled for Dec. 17, 2015, at
which time the direction of the cases may be better known by the
Court, the Debtors, the Lenders and all other parties in interest.
The Motion is scheduled for hearing on Dec. 17, 2015 at 9:30 a.m.
Gas-Mart USA is represented by:
Frank Wendt, Esq.
BROWN AND RUPRECHT, PC
2323 Grand Boulevard, Suite 1100
Kansas City, MO 64108
Telephone: (816)292-7045
Facsimile: (816)292-7050
E-mail: fwendt@brlawkc.com
Wells Fargo Bank is represented by:
Stephen B. Sutton, Esq.
LATHROP & GAGE LLP
2345 Grand Boulevard, Suite 2200
Kansas City, MO 64108-2618
Telephone: (816)292-2000
Facsimile: (816)292-2001
E-mail: ssutton@lathropgage.com
UMB Bank is represented by:
Scott J. Goldstein, Esq.
Eric L. Johnson, Esq.
SPENCER FANE LLP
1000 Walnut Street
Kansas City, MO 64106
Telephone: (816)478-8100
Facsimile: (816)471-6467
E-mail: sgoldstein@spencerfane.com
ejohnson@spencerfane.com
About Gas-Mart USA
Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.
Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores"). With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving
Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area. Fran is a fuel hauling business located
in and serving Kansas City.
On Oct. 6, 2015, an order for relief under 11 U.S.C. Chapter 11
was
entered for the debtor Fuel Services Mart, Inc. ("FSM"). FSM
filed
as motion for an order directing that certain Orders in In re
Gas-Mart USA., et al. be made applicable to FSM.
Judge Arthur B. Federman presides over the Chapter 11 cases.
The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
Conflicts counsel; and Frank Wendt as special conflicts counsel.
The Debtors' Chapter 11 plan and disclosure statement are due
Oct. 30, 2015.
Gas-Mart estimated $10 million to $50 million in assets and debt.
In July, Daniel Casamatta, acting U.S. trustee, appointed seven
creditors to serve on Gas-Mart's official committee of unsecured
creditors. The committee is represented by Freeborn & Peters LLP,
in Chicago, Illinois.
GIFFORD GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Gifford Group, Inc.
aka Just Plastics
250 Dyckman Street
New York, NY 10034
Case No.: 15-13205
Nature of Business: Manufacturing
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Stuart M. Bernstein
Debtor's Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK, P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Fax: (212) 956-2164
Email: amg@robinsonbrog.com
Total Assets: $478,451
Total Liabilities: $1.95 million
The petition was signed by Robert C. Vermann, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-13205.pdf
GO YE VILLAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Go Ye Village, Inc.
1201 West Fourth Street
Tahlequah, OK 74464
Case No.: 15-81287
Type of Business: Health Care
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Eastern District of Oklahoma (Okmulgee)
Judge: Hon. Tom R. Cornish
Debtor's Counsel: Sam G. Bratton, II, Esq.
DOERNER, SAUNDERS, DANIEL & ANDERSON, LLP
Williams Center Tower II
Two West Second St., suite 700
Tulsa, OK 74103
Tel: (918) 582-1211
Fax: (918) 591-5360
Email: sbratton@dsda.com
Total Assets: $24.48 million
Total Debts: $36.18 million
The petition was signed by Maurice D. Turney, president.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Almera Seber Agreement $337,574
1201 W. 4th Street
Apt. 734
Tahlequah, OK 74464
Charles and Mary Anderson Agreement $631,758
1306 Oakhill Lane
Tahlequah, OK 74464
Charlotte Kerth Agreement $600,974
1201 W. 4th Street
Apt. 625
Tahlequah, OK 74464
Conrad and Kasuko Graham Agreement $525,793
8914 S. Shrout Rd.
Grain Valley, MO 64029
Darrel and Ada Trimble Agreement $216,875
1201 W. 4th Street
Apt. 122
Tahlequah, OK 74464
Doris Barbee Agreement $270,886
321 Heritage Estates Road
Branson, MO 65616
Estate of Bill Young Agreement $383,818
Executor Billy Young
P.O. Box 73
Gore, OK 74435
Gene and Phyllis Carter Agreement $251,664
601 Victor
Tahlequah, OK 74464
Gerald and Ann Wagner Agreement $681,979
Family Trust
709 W. Brooks Street
Norman, OK 73069
Milton and Paula Palmer Agreement $875,374
514 Americus Way
#6098
Box Elder, SD 57719
Monnie Schroder Agreement $334,244
1201 W. 4th Street
Apt. 514
Tahlequah, OK 74464
Nancy Kehner Agreement $220,000
1201 W. 4th Street
Apt. 401
Tahlequah, OK 74464
Nelson and Lois Kreider Agreement $265,586
P.O. Box 128
#11
Walnut Creek, OH 44687
Paul and Barbara Chambers Agreement $239,689
1201 W. 4th Street
Apt. 318
Tahlequah, OK 74464
Paul and Shari Salzman Agreement $269,442
5128 Prince Edward Ave.
El Paso, TX 79924
Randall and Joyce Peterson Agreement $344,662
6391 Hwy 1
Shreveport, LA 71107
Robert and Donna Rice Agreement $255,000
1116 Mayberry Drive
Tahlequah, OK 74464
Russell and Mary Ruth Megee Agreement $360,000
1201 W. 4th Street
Apt. 320
Tahlequah, OK 74464
Thomas and Martha Henstock Agreement $300,000
1201 W. 4th Street
Apt. 628
Tahlequah, OK 74464
Tony and Grace Davis Agreement $596,071
1201 W. 4th Street
Apt 613
Tahlequah, OK 74464
HAGGEN HOLDINGS: Smart & Final Gets Court Nod to Acquire 32 Stores
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Smart & Final Stores, Inc. on Nov. 30 disclosed that its
subsidiary, Smart & Final Stores LLC, has been approved by the
United States Bankruptcy Court for the District of Delaware as the
purchaser of 32 store leases -- four of which are supplemental to
Smart & Final's previously announced stalking-horse bid -- and
related assets from affiliates of Haggen Holdings, LLC for a total
cash purchase price of approximately $68 million, subject to
certain adjustments. The transaction is expected to close during
Smart & Final's fiscal fourth quarter in 2015, subject to customary
closing conditions.
"We're excited about the opportunity to build upon our footprint in
the important California market. This strategic acquisition puts
us ahead in 'Project 100,' our plan to open 100 new stores, add 100
new teams and invest in 100 new neighborhood projects in the next
four years," said Smart & Final CEO, David Hirz. "We continue to
see significant room for growth within our existing markets.
Through the acquisition of the Haggen stores, we will capture some
of this opportunity. Our team looks forward to serving the
communities of each new store," said Mr. Hirz.
The Haggen acquisition will result in Smart & Final assuming the
leases and acquiring certain associated assets of 32 closed stores
in central and southern California. Smart & Final plans to convert
the 32 stores to its Extra! store format, which includes: expanded
frozen, deli and meat selections; warehouse club sizes as well as
smaller, more convenient sizes; specialty products such as
oven-roasted chicken and dry bulk goods by the pound; fresh
seafood; fresh produce; and an expanded natural and organic product
line.
Founded by J.S. Smart and H.D. Final, Smart & Final represents one
of the longest continuously operated food retailers in the United
States and has become a trusted community brand in the markets it
serves. Appealing to both businesses and households with its
variety of offerings and different sizes, Smart & Final Extra!
stores offer quality, value and a convenient one-stop shopping
experience.
As part of Project 100, Smart & Final plans to hire at least 5,000
new employees to staff new stores over the next four years.
Additionally, with every store Smart & Final opens, the Company
will continue to give back to the communities it serves via
philanthropic donations and partnerships.
The acquisition includes the following California stores previously
operated under the Haggen banner:
Location Address
1 Paso Robles 1191 E. Creston Road
2 Atascadero 8200 El Camino Real
3 San Luis Obispo 1321 Johnson Avenue
4 Santa Barbara 3943 State Street
5 Carpinteria 850 Linden Avenue
6 Ventura 7800 Telegraph Road
7 Simi Valley 5135 Los Angeles Avenue
8 Newbury Park 2100 Newbury Road
9 Westlake Village 5770 Lindero Canyon Road
10 Palmdale 5038 W Avenue North
11 Burbank 3830 W Verdugo Avenue
12 Redondo Beach 615 N. Pacific Coast Highway
13 Torrance 21035 Hawthorne Boulevard
14 San Pedro 1636 W 25th Street
15 Diamond Bar 240 S Diamond Bar Boulevard
16 Chino Hills 4200 Chino Hills Parkway
17 Yorba Linda 21500 Yorba Linda Boulevard
18 Trabuco Canyon 21672 Plano Trabuco Road
19 Laguna Niguel 30252 Crown Valley Parkway
20 Corona del Mar 3049 Coast Highway
21 Carlsbad 955 Carlsbad Village Drive
22 Santee 9870 Magnolia Avenue
23 El Cajon 13439 Camino Canada
24 El Cajon 2800 Fletcher Parkway
25 San Diego 10740 Westview Parkway
26 San Diego 2235 University Avenue
27 San Diego 10633 Tierra Santa Boulevard
28 La Mesa 3681 Avocado Avenue
29 Coronado 150 B Avenue
30 Chula Vista 360 East H Street
31 San Ysidro 350 W San Ysidro Boulevard
32 Redondo Beach 1516 S Pacific Coast Highway
About Smart & Final
Smart & Final Stores, Inc. (NYSE: SFS), is a value and
quality-oriented food and everyday staples retailer that serves
household and business customers. The Company is headquartered in
Commerce (near Los Angeles), California, where it was founded over
140 years ago. As of October 4, 2015, the Company operated 270
grocery and foodservice stores under the "Smart & Final", "Smart &
Final Extra!" and "Cash & Carry Smart Foodservice" banners in
California, Oregon, Washington, Arizona, Nevada, and Idaho, with an
additional 16 Smart & Final stores in northern Mexico operated
through a joint venture.
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
HEARTLAND DENTAL: S&P Lowers CCR to 'B-', Outlook Stable
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Standard & Poor's Ratings Services lowered its corporate credit
rating on Heartland Dental Care LLC to 'B-' from 'B'. The outlook
is stable.
S&P also lowered its rating on Heartland's first-lien senior
secured debt to 'B-' from 'B'. The recovery rating on this debt is
'3', indicating S&P's expectations of meaningful (50% to 70%, lower
end of range) recovery of principal in the event of default. In
addition, S&P lowered its rating on the company's second-lien
senior secured debt to 'CCC' from 'CCC+'. The recovery rating on
this debt is '6', indicating expectations of negligible (0% to 10%)
recovery in the event of default.
"The ratings downgrade reflects a combination of Heartland's still
very high leverage, at over 8x; our expectation that it will
continue its aggressive expansion plans; and margins that are on
the lower side versus its rated DSO peers, despite steady to
slightly improving operating performance and free cash flow
generation," said Standard & Poor's credit analyst Arthur Wong.
S&P's base-case expectations incorporate a slight improvement in
margins and its assessment of "adequate" liquidity, a continued
steady expansion of its dental office base, and for the company to
remain highly leveraged.
Heartland Dental is one of the largest and most geographically
diverse players in the competitive DSO industry. Heartland's
affiliated professional corporations, which it does not own,
operate over 670 dental care offices in 31 states, with some
concentration in the Midwest and Florida. The company has grown
rapidly, via opening new offices and acquisitions. Patient
volumes, especially for elective services such as orthodontics, and
patient financial capacity can exhibit some sensitivity to economic
conditions, but S&P expects macroeconomic trends to be moderately
favorable over the outlook period. The aggressive pace of new
offices, along with expected low-single-digit same-store growth,
drives S&P's expectations of roughly 20% revenue growth over the
next year.
S&P's stable outlook on Heartland Dental Care LLC reflects S&P's
base-case scenario of high-teens revenue growth, driven mainly by
continued aggressive de novo growth supplemented by single-digit
organic growth, and steady to slightly improving EBITDA margins as
recently opened dental offices mature.
Heartland's industry remains highly competitive, and the company
may not be able to achieve margin improvements or its revenue
growth targets. S&P could lower the ratings on Heartland should
the company experience unexpected negative revenue or margin trends
and liquidity becomes tight, with less than 10% headroom under its
loan agreement covenant. S&P could also lower the ratings should
it concludes that Heartland is unlikely to generate sufficient cash
flow to fund operations over the longer term.
A ratings upgrade would be predicated on a consistent track record
of increasing margins and cash flows, continued benefits from the
maturation of dental offices opened in the past two years and
beyond, and generation of free cash flows to fund acquisitions or
repay debt. De-leveraging, from a combination of debt repayment
and growing EBITDA, to the 5x to 6x area could lend support to a
ratings upgrade.
HOVENSA LLC: Court Approves $190-Mil. Sale of Oil Terminal Assets
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Hovensa LLC, a Caribbean oil refiner co-owned by Hess Corp.,
received court approval to sell its assets to Limetree Bay Holdings
LLC.
The order, issued by U.S. Bankruptcy Judge Mary Walrath, approved
the sale of the company's refinery and oil terminal assets on the
Caribbean island of St. Croix.
Limetree Bay offered $190 million for the refinery and oil terminal
assets. It will also assume certain liabilities of the company as
part of the deal.
Limetree Bay took part as the stalking horse bidder at the auction
held last month where it was selected by the company as the winning
bidder, court filings show.
A copy of the Dec. 1 order is available without charge at
http://is.gd/pXs6gg
About Hovensa
Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was signed
by Sloan Schoyer as authorized signatory. The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.
Judge Mary F. Walrath is assigned to the case. The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel. Prime
Clerk LLC is the Debtor's claims and noticing agent. Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.
The U.S. Trustee appointed five creditors to serve on the committee
of creditors holding unsecured claims.
HOVENSA LLC: No Objections for Application to Hire Prime Clerk
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Richard H. Dollison, Esq., at the Law Offices of Richard H.
Dollison, P.C., counsel for Hovensa L.L.C., submitted to the
District Court of the Virgin Islands, Bankruptcy Division, a
certificate of no objection regarding the Debtor's application for
an order approving retention and employment of Prime Clerk LLC as
administrtive agent effective as of the Petition Date.
According to Mr. Dollison, no objection was received as of the Nov.
5 deadline.
As reported in the Troubled Company Reporter on Nov. 17, 2015,
Prime Clerk will, among other things:
(a) assist with, among other things, solicitation, balloting and
tabulation of votes, and prepare any related reports, as required
in support of confirmation of a chapter 11 plan, and in connection
with such services, process requests for documents from parties in
interest, including, if applicable, brokerage firms, bank
back-offices and institutional holders;
(b) prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results; and
(c) assist with the preparation and amendment, if any, of the
Debtor's schedules of assets and liabilities and statements of
financial affairs, and gather data in conjunction therewith.
Michael J. Frishberg, in a supporting declaration said that Prime
Clerk's rates are more than reasonable given the quality of Prime
Clerk's services and its professionals' bankruptcy expertise.
Additionally, Prime Clerk will seek reimbursement from the Debtor
for reasonable expenses in accordance with the terms
of the engagement agreement.
Mr. Frishberg assures the Court that Prime Clerk is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Hovensa
Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil. Hovensa serves customers
throughout North America.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015. The petition was
signed by Sloan Schoyer as authorized signatory. The Debtor has
estimated assets of $100 million to $500 million, and liabilities
of more than $1 billion.
Judge Mary F. Walrath is assigned to the case. The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel. Prime
Clerk LLC is the Debtor's claims and noticing agent. Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.
The U.S. Trustee appointed five creditors to serve on the
committee of creditors holding unsecured claims.
IE TEST LLC: Case Summary & 20 Largest Unsecured Creditors
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Debtor: IE Test, LLC
55A Dwight Place
Fairfield, NJ 07004
Case No.: 15-32425
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Vincent F. Papalia
Debtor's Counsel: Jay L. Lubetkin, Esq.
RABINOWITZ LUBETKIN & TULLY, L.L.C.
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: 973-597-9100
Fax: 973-597-9119
Email: jlubetkin@rltlawfirm.com
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Barry J. Roy, Esq.
RABINOWITZ LUBETKIN & TULLY, L.L.C.
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: 973-597-9100
Fax: 973-597-9119
Email: broy@rltlawfirm.com
Total Assets: $1.09 million
Total Liabilities: $2.25 million
The petition was signed by Patrick Cupo,
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-32425.pdf
INDEPENDENT BANCSHARES: Posts Net Loss, Ups Going Concern Doubt
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Independence Bancshares, Inc. posted a net loss of $2,008,326 for
the quarter ended September 30, 2015, compared to a net loss of
$997,966 for the three months ended September 30, 2014. "Our net
loss was $2.0 million for the three months ended September 30,
2015, or $0.06 per diluted share, an increase of approximately $1.1
million, or 101.2%, compared to a net loss of $997,966, or $0.05
per diluted share, for the three months ended September 30, 2014.
This increase in net loss was primarily driven by increases in
product research and development expenses. While the company's
liquidity constraints during the late part of 2014 and first five
and a half months of 2015 resulted in a moderate decrease in such
research and development efforts, such efforts were increased
during the three months ended September 30, 2015," the company's
Interim Chief Executive Officer Lawrence R. Miller and Chief
Financial Officer Martha L. Long disclosed in a November 3, 2015
regulatory filing with the U.S. Securities and Exchange
Commission.
The company posted total assets of $99,588,809, total liabilities
of $85,982,708, and total stockholders' equity of $13,606,101. The
company's level of liquidity is measured by the cash, cash
equivalents, and investment securities available for sale to total
assets ratio and was 30.0% at September 30, 2015 compared to 26.3%
as of December 31, 2014. The increase in liquidity is due to the
increase in fed funds sold, primarily as a result of the receipt of
proceeds from the Series A Private Placement.
The company has reported losses from operations for all of 2014 and
the three and nine months ended September 30, 2015. Under
Regulation W, Independence National Bank (the Bank) may not be a
source of cash or capital for the company.
"Therefore, although we raised $8,425,000 in the Series A Private
Placement, due to the uncertainty of timing and amount of cash
needed for current outstanding commitments, the current run rate on
fixed expenses, the current payables, and the prohibition within
Regulation W, we believe that the company may not have sufficient
working capital to continue to fund its current level of
activities, if such activities were resumed following their
suspension on September 25, 2015, without raising additional
funding," disclosed Mr. Miller and Ms. Long.
"The factors raise substantial doubt about the company's ability to
continue as a going concern, and the financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
"Our ability to raise additional capital will depend on a number of
factors, including conditions in the capital markets, which are
outside our control. There is a risk we will not be able to raise
the capital we need at all or upon favorable terms. If we cannot
raise additional capital, we may not be able to implement our
growth objective for our business, and we may be subject to
increased regulatory supervision and restrictions. These
restrictions would most likely have a material adverse effect on
our ability to grow and expand which would negatively impact our
financial condition and results of operations."
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/zrb2m4h
Independence Bancshares, Inc. (OTC: IEBS) owns and controls all of
the capital stock of its sole subsidiary, Independence National
Bank, a nationally chartered bank. The Bank provides consumer
finance, business banking and merchant services.
J A FLATS II: Case Summary & 3 Largest Unsecured Creditors
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Debtor: J A Flats II, Inc.
3001 Main Street, Suite 2B
Prescott Valley, AZ 86314
Case No.: 15-15235
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
District of Arizona (Prescott)
Judge: Hon. Eddward P. Ballinger Jr.
Debtor's Counsel: Carolyn J. Johnsen, Esq.
DICKINSON WRIGHT PLLC
1850 N. Central Avenue #1400
Phoenix, AZ 85004-4568
Tel: 602-285-5000
Fax: 602-285-5100
Email: cjjohnsen@dickinsonwright.com
Total Assets: $3.11 million
Total Liabilities: $38,789
The petition was signed by Sean B. Fain, president and sole
director.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb15-15235.pdf
JAG VENTURES: Case Summary & 16 Largest Unsecured Creditors
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Debtor: JAG Ventures, Inc.
660 Peavy Road
Byron, GA 31008
Case No.: 15-52745
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Middle District of Georgia (Macon)
Debtor's Counsel: Wesley J. Boyer, Esq.
KATZ, FLATAU, POPSON AND BOYER, LLP
355 Cotton Avenue
Macon, GA 31201
Tel: 478-742-6481
Email: wjboyer_2000@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald D. Bartlett, authorized
individual.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gamb15-52745.pdf
LEHMAN BROTHERS: FirstBank Loses 2nd Summary Judgment Bid
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FirstBank Puerto Rico seeks the assistance of the United States
Bankruptcy Court for the Southern District of New York in securing
the return of certain securities pledged to Lehman Brothers Special
Financing Inc. in connection with a routine interest rate swap
agreement.
Many of those securities ultimately were sold to Barclays Capital
Inc. as part of the sale of financial assets by Lehman Brothers
Inc. to Barclays immediately after commencement of both the chapter
11 proceedings filed by Lehman Brothers Holdings Inc. and this
related proceeding under the Securities Investor Protection Act.
Others had been permissibly rehypothecated by Lehman Brothers
Special Financing Inc. to certain of its other swap
counterparties.
This is the second time FirstBank seeks the Court's assistance in
this regard. FirstBank's novel assertion of customer status is
based on (i) provisions of the New York Uniform Commercial Code,
(ii) SEC customer protection rules, and (iii) U.S. Treasury
regulations. FirstBank has failed, however, to establish that it
meets the definition of "customer" under the Securities Investor
Protection Act.
Judge Shelley C. Chapman of the United States Bankruptcy Court for
the Southern District of New York granted Trustee James Giddens'
Motion for Order Expunging FirstBank Puerto Rico's Claim and denied
FirstBank's Motion for Summary Judgment.
The case is In re: LEHMAN BROTHERS INC., Debtor, CASE NO. 08-01420
(SCC) SIPA (Bankr. S.D.N.Y.).
A full-text of the Memorandum Decision dated November 23, 2015 is
available at http://is.gd/tCdYInfrom Leagle.com.
James W. Giddens, as Trustee for the SIPA Liquidation of Lehman
Brothers Inc., Trustee, represented by Darren Elliot Bernstein,
Esq., Robert W. Brundige Jr., Esq. --
bob.brundige@hugheshubbard.com -- HUGHES HUBBARD & REED LLP,
Jeffrey R. Coleman, Esq. -- HUGHES HUBBARD & REED LLP, James C.
Fitzpatrick, Esq. -- james.fitzpatrick@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Savvas Antonios Foukas, Esq. –
savvas.foukas@hugheshubbard.com -- HUGHES HUBBARD & REED LLP, Anson
B. Frelinghuysen, Esq. – anson.frelinghuysen@hugheshubbard.com
-- HUGHES HUBBARD & REED LLP, Jennifer Hwang, Christopher K.
Kiplok, Esq. – christopher.kiplok@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Kenneth E. Lee, Esq. -- klee@levinelee.com --
LEVINE LEE LLP, Sarah K. Loomis Cave, Esq. –
sarah.cave@hugheshubbard.com -- HUGHES HUBBARD & REED LLP, William
R. Maguire, Esq. – william.maguire@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Jeffrey S. Margolin, Esq.
–-jeffrey.margolin@hugheshubbard.com -- HUGHES HUBBARD & REED
LLP, Richard G. Menaker, Esq. -- rmenaker@mhjur.com -- MENAKER &
HERRMANN, LLP, Rebecca Northey, Esq. –- rnorthey@mhjur.com --
MENAKER & HERRMANN, LLP, Neil J. Oxford, Esq. –
neil.oxford@hugheshubbard.com -- HUGHES HUBBARD & REED LLP, Michael
E. Salzman, Esq. – michael.salzman@hugheshubbard.com -- HUGHES
HUBBARD & REED LLP, Eleni D. Theodosiou-Pisanelli, Esq. –
eleni.theodosiou@hugheshubbard.com -- HUGHES HUBBARD & REED LLP.
Official Committee Of Unsecured Creditors Of Lehman Brothers
Holdings Inc., et al., Creditor Committee, represented by Robert K.
Dakis, Esq. -- rdakis@morrisoncohen.com -- MORRISON COHEN LLP,
James Tecce, Esq. -- jamestecce@quinnemanuel.com -- QUINN EMANUEL
URQUHART & SULLIVAN, LLP.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion. As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.
LENNAR BUFFINGTON: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Lennar Buffington Stonewall Ranch, LP
8601 Ranch Road 2222
Building I, Suite 150
Austin, TX 78730
Case Number: 15-11548
Type of Business: Single Asset Real Estate
Involuntary Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Christopher H. Mott
Petitioner's Counsel: Richard W. Ward, Esq.
6860 N. Dallas Parkway, Suite 200
Plano, TX 75024
Tel: 214-220-2402
Fax: 972-499-7240
Email: rwward@airmail.net
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
UDF Development Funding III, LP Secured Loan $106,539,986
1301 Municipal Way
Suite 200
Grapevine, TX 76051
MAGNOLIA BREWING: Case Summary & 20 Largest Unsecured Creditors
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Debtor: Magnolia Brewing Company, LLC
dba Magnolia Pub & Brewery
dba Smokestack
dba McLean Breweries
1398 Haight St.
San Francisco, CA 94117-0000
Case No.: 15-31480
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Hon. Dennis Montali
Debtor's Counsel: Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Blvd. #1700
Los Angeles, CA 90067
Tel: (310) 551-1010
Email: rb@lnbyb.com
- and -
John-Patrick M. Fritz, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Blvd #1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Email: JPF@LNBYB.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dave McLean, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb15-31480.pdf
MASTER INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Master Investment Group (d/b/a)
fdba former d/b/a of Liao, Howard
a/k/a Liao, Hong Swei
6 Elderberry Trace
Sugar Land, TX 77479
Case No.: 15-36276
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtor's Counsel: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: 713-659-1333
Fax: 713-658-0334
Email: margaret@mmmcclurelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Howard Liao, owner.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
MASTER INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Master Investment Group (d/b/a)
fdba former d/b/a of Liao, Howard
a/k/a Liao, Hong Swei
6 Elderberry Trace
Sugar Land, TX 77479
Case No.: 15-36276
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtor's Counsel: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: 713-659-1333
Fax: 713-658-0334
Email: margaret@mmmcclurelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Howard Liao, owner.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
MORNINGSTAR MARKETPLACE: Drops Plan as Part of Cash Use Deal
------------------------------------------------------------
Morningstar Marketplace, LTD, by counsel, Adam G, Klein, Esq., at
Smigel, Anderson & Sacks, LLP, filed with the U.S. Bankruptcy Court
for the Middle District of Pennsylvania a motion to withdraw its
Plan and Disclosure Statement.
On Sept. 29, 2015, Debtor filed a Disclosure Statement in support
of a Plan of Reorganization together with a proposed Plan.
The Plan offered to return 16 cents on the dollar to bondholders
but let its owner retain control of the company in exchange for a
contribution of $220,000 in cash plus other assets. The 680
bondholders who each issued $5,000 in bonds prior to the company's
bankruptcy filing was to be paid at a rate of $800 per bond within
90 days of approval of the plan. PNC Bank, a secured creditor,
will be paid at $23,459 per month in accordance with the terms of
the original mortgage note until paid in full while general
unsecured creditors will receive a premium of 10% of the accepted
amounts of the claims.
In its Motion to Withdraw, the Debtor noted that it has recently
entered into a Fourth Amended Final Stipulated Order authorizing
the use of cash collateral which Order, among other things, extends
the use of cash collateral from Nov. 1, 2015, to March 31, 2016.
Manufacturers & Traders Trust Company as trustee for certain
bondholders has concurred with the entry of the Cash Collateral
Order.
A portion of the Order deals with the subject of Debtor's Plan of
Reorganization stating in paragraph 8, page 9, the following:
"Withdrawal of Plan. The Debtor's Plan of Reoganization dated
September 29, 2015 [Docket 195] and Disclosure Statement in
support of Debtor's Plan of Reorganization [Doc. 196] are
hereby withdrawn without prejudice."
The Debtor believes and avers that the Motion to Withdraw is
concurred in by M&T.
The Debtor's counsel:
Adam G. Klein, Esq.
SMIGEL, ANDERSON & SACKS, LLP
4431 North Front Street
Harrisburg, PA 17110
Tel: 717-234-2401
Fax: 717-234-3611
E-mail: aklein@sasllp.com
About Morningstar Marketplace
Morningstar Marketplace, LTD, owns a flea market business located
along Route 30 in Jackson Township, York County, Pennsylvania.
Andrew W. Lentz created the Marketplace to serve farmers,
antiquaries and vendors and the general consumer and collector
population within the surrounding area. Built in 1999, the
Marketplace site consists of 3 side-by-side buildings totaling
51,440 square feet, and two free standing pavilions measuring 30'
by 50' and 50' by 50'. The site has 190 vendor spaces in its shed
area and 200 outside vendor spaces in the upper parking lot.
Andrew Lentz is the general partner of Morningstar Marketplace,
LTD, and his wife owns the remaining 19%. Morningstar
Marketplace,
Inc., a related company owned by Mr. Lentz, is the operator of the
site.
Morningstar Marketplace LTD filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014.
The Debtor estimated $100 million to $500 million in assets and
liabilities.
Judge Mary D France presides over the case. Attorneys at Smigel,
Anderson & Sacks, LLP serve as counsel to the Debtor.
NGL ENERGY: S&P Rates New $300MM Sr. Unsec. Notes Due 2020 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to NGL Energy Partners L.P.'s and
NGL Energy Finance Corp.'s proposed $300 million senior unsecured
notes due 2020. The '3' recovery rating on the partnership's notes
indicates S&P's expectation of meaningful (50% to 70%; upper half
of the range) recovery if a payment default occurs. Net proceeds
of the offering will be used to repay borrowings outstanding under
the partnership's revolving credit facility and for general
partnership purposes. As of Sept. 30, 2015, the partnership had
about $2.8 billion in debt outstanding.
Tulsa, Okla.-based NGL Energy Partners is a midstream energy
partnership that specializes in crude oil logistics, water
treatment and processing, natural gas liquids logistics, refined
products logistics, and retail propane. S&P's corporate credit
rating on the company is 'BB-' and the outlook is stable.
Ratings List
NGL Energy Partners L.P.
Corporate Credit Rating BB-/Stable/--
NGL Energy Partners L.P.
NGL Energy Finance Corp.
$300 mil sr unsecd notes due 2020 BB-
Recovery rating 3H
NUANCE COMMUNICATIONS: S&P Rates New 2035 Debentures 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
(the same as the corporate credit rating on the company) and '3'
recovery rating to Burlington, Mass.-based speech technology and
imaging solutions provider Nuance Communications Inc.'s proposed
senior convertible debentures due 2035. The '3' recovery rating
indicates S&P's expectation of "meaningful" (50% to 70%; lower half
of the range) recovery in the event of default.
The company announced that it intends to issue $550 million of
senior convertible debentures, and use cash on hand to fund a $200
million share repurchase, and the repayment of its $485 million
term loan due 2019 (of which $472.5 million outstanding).
At the same time, S&P affirmed its 'BB-' issue rating on Nuance's
senior unsecured debt and revised the recovery rating to '3' (lower
half of the 50% to 70% range) from '4' as a result of the
anticipated repayment of the term loan.
The recovery rating on the company's $75 million revolving credit
facility expiring in 2018 remains '1' indicating S&P's expectation
of "very high" (90% to 100%) recovery in the event of default. The
issue level rating is 'BB+'. S&P will withdraw the ratings on the
senior secured term loan upon closing of the repayment.
This transaction does not affect S&P's 'BB-' corporate credit
rating on the company. S&P expects the proposed convertible
debentures to have a maturity date of 2035, a put date of 2022, and
the same ranking as the existing senior unsecured notes. Although
Nuance's leverage will increase to the low- to mid-4x area at close
(up from 4x at fiscal year ended Sept. 30, 2015), S&P's financial
risk profile assessment on the company is unchanged. Despite
Nuance's organic revenue growth challenges S&P still expects the
company's cost savings initiatives to yield margin improvements
over the next 12 months and good free operating cash flow, leading
to lower leverage of about 4x by the end of fiscal 2016.
RATINGS LIST
Nuance Communications Inc.
Corporate Credit Rating BB-/Stable/--
Senior Secured BB+
Recovery Rating 1
New Rating
Nuance Communications Inc.
Senior Convertible Debentures due 2035 BB-
Recovery Rating 3L
Rating Affirmed; Recovery Rating Revised
Nuance Communications Inc.
To From
Senior Unsecured BB- BB-
Recovery Rating 3L 4H
OLD DOMINION: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Old Dominion Holdings, Inc.
1990 N. California Blvd.
Walnut Creek, CA 94596
Case No.: 15-43635
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Northern District of California (Oakland)
Judge: Hon. William J. Lafferty
Debtor's Counsel: R. Kenneth Bauer, Esq.
LAW OFFICES OF R. KENNETH BAUER
500 Ygnacio Valley Rd. #328
Walnut Creek, CA 94596
Tel: (925) 945-7945
Email: rkbauerlaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kevin Senn, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
PEEKAY BOUTIQUES: Admits Doubt About Going Concern Ability
----------------------------------------------------------
Peekay Boutiques, Inc. incurred a net loss of $2,265,636 during the
three months ended September 30, 2015, compared to a net loss of
$1,285,930 for the quarter ended September 30, 2014. This was
largely as a result of interest expense on the company's
outstanding debt of $6.6 million annually, which exceeds the
operating profits generated through the operations of its business,
explained Peekay Chief Executive Officer Lisa Berman and Chief
Financial Officer Janet Matthews in a regulatory filing with the
U.S. Securities and Exchange Commission on November 3, 2015.
During 2013 and 2014, the company incurred net losses of $2,577,263
and $4,150,367, respectively, approximately $38.2 million in senior
secured debt matures on December 31, 2015, and the company does not
have the resourced necessary to pay this debt as it comes due, Ms.
Berman and Ms. Matthews disclosed.
"The ability of the company to continue its operations and execute
its business plan is dependent on its ability to refinance this
debt and/or to raise sufficient capital to pay this debt and other
obligations as they come due (or are extended through a
refinancing) and to provide sufficient capital to operate its
business as contemplated.
"These factors, among others, raise substantial doubt about the
company's ability to continue as a going concern."
The company had total assets of $49,623,189, total liabilities of
$60,124,547, and total stockholders' deficit of $10,501,358.
According to Ms. Berman and Ms. Matthews, the company has filed a
registration statement (Form S-1) with the SEC to sell 3,125,000
shares of common stock at an estimated price of $8 to $10 per
share, and plans to use the proceeds to reduce its Senior Debt
facility to approximately $22 million and extend the facility for
three additional years, and use the remaining proceeds for general
corporate purposes. Simultaneously with the closing of the IPO,
the subordinated debt holders would convert their outstanding
principal and accrued interest of approximately $15.6 million to
common stock. "Management believes that the going concern clause
will no longer be necessary, if these transactions are completed."
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/h9akqa9
Peekay Boutiques, Inc. is a specialty retail chain of sexual
wellness products, based in Auburn, Washington. The Company has
retail stores under the Lovers, A Touch of Romance, ConRev and
Christal's banners and a dedicated Web site,
http://www.loverspackage.com/
PORT AGGREGATES: Court Orders Closure of Bankruptcy Case
--------------------------------------------------------
Port Aggregates, Inc., sought and obtained from Judge Robert
Summerhays of the U.S. Bankruptcy Court for the Western District of
Louisiana, Lafayette Division, a final decree and order closing its
bankruptcy case.
The Debtor contends its Plan has been substantially consummated and
that its estate has been fully administered. The Debtor further
contends that the U.S. Trustee's fees are current and will be paid
through the date of entry of order upon its Motion.
Port Aggregates is represented by:
Louis M. Phillips, Esq.
Peter A. Kopfinger, Esq.
GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
One American Place
301 Main Street, Suite 1600
Baton Rouge, LA 70801-1916
Telephone: (225)381-9643
E-mail: lphillips@gordonarata.com
pkopfinger@gordonarata.com
- and -
Gerald H. Schiff, Esq.
Armistead M. Long, Esq.
GORDON, ARATA, MCCOLLAM,
DUPLANTIS & EAGAN, LLC
400 East Kaliste Saloom Road, Suite 4200
Lafayette, LA 70508
Telephone: (337)237-0132
E-mail: gschiff@gordonarata.com
along@gordonarata.com
- and -
Patrick "Rick" M. Shelby, Esq.
GORDON, ARATA, MCCOLLAM,
DUPLANTIS & EAGAN, LLC
201 St. Charles Avenue, 40th Floor
New Orleans, LA 70170-4000
Telephone: (504)582-1111
E-mail: pshelby@gordonarata.com
About Port Aggregates
Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason. The Debtor disclosed
$34,145,728 in assets and $15,720,035 in liabilities as of the
Chapter 11 filing.
The case is assigned to Judge Robert Summerhays. The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.
The petition was signed by Andrew L. Guinn, Sr., president.
The Debtor recently submitted amended schedules. Copies are
available for free at:
http://bankrupt.com/misc/PortAggregates_148_amendedSAL_D.pdf
http://bankrupt.com/misc/PortAggregates_147_amendedSAL_A.pdf
Douglas S. Draper was appointed as examiner for the Debtor's case.
POSTMEDIA NETWORK: S&P Lowers CCR to 'CCC+'; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based media company Postmedia
Network Inc. to 'CCC+' from 'B-'. The outlook is negative.
At the same time, Standard & Poor's lowered its issue-level ratings
on Postmedia's first-lien notes to 'B' from 'B+' and second-lien
notes to 'CCC-' from 'CCC', while maintaining its recovery ratings
on the debt at '1' and '6', respectively.
"The downgrade reflects our view that Postmedia's capital structure
is unsustainable in the long term due to high cash interest costs
relative to our cash flow estimates combined with large debt
maturities commencing in August 2017," said Standard & Poor's
credit analyst David Fisher.
S&P believes Postmedia has sufficient liquidity to cover its fixed
charges over at least the next 12 months, which mitigates the
likelihood of a near-term payment crisis. However, in S&P's view,
the company could experience significant refinancing challenges on
its first-lien debt (C$329 million outstanding at Aug. 31, 2015)
and second-lien debt (US$269 million equivalent to C$353 million at
Aug. 31), which mature in August 2017 and July 2018, respectively.
S&P views Postmedia's business risk profile as "vulnerable"
primarily based on S&P's expectation that the ongoing shift toward
digital media consumption will continue to stress the company's
operating results for the foreseeable future. S&P assess
Postmedia's financial risk profile as "highly leveraged" based on
the company's weak leverage and coverage metrics.
Postmedia is the largest publisher by circulation of
English-language daily newspapers in Canada. The emergence of
digital news consumption, combined with heightened competition in
the print-based newspaper space (including free dailies in some
urban markets), has caused Postmedia to experience significant
advertising and circulation revenue declines in recent years.
S&P believes the acquisition of Sun Media's English language
properties will enhance Postmedia's scale and provide synergies
related to shared content, distribution, printing, and so forth.
However, these properties are also experiencing secular revenue
declines.
The negative outlook reflects S&P's expectation that the company
could experience challenges refinancing its maturing debt starting
in August 2017 based on S&P's expectation of continued earnings
erosion due to secular pressure on print revenues. S&P believes it
will become more apparent over the next 12 months whether the
company can stabilize its business to the degree necessary to
facilitate a refinancing.
S&P could lower the ratings on Postmedia in the 12 months before
the company's first-lien notes mature if it appears likely earnings
will continue to deteriorate because, in S&P's view, the
refinancing risk associated with this maturity would represent a
credible potential default scenario. To refinance, S&P believes
the company will need to demonstrate that it can stabilize annual
EBITDA (after restructuring charges) at about C$100 million or
more--our estimate of Postmedia's fixed charges under the current
capital structure. Should the company fail to demonstrate this,
S&P believes it could face meaningful challenges in refinancing its
debt.
S&P could revise the outlook to stable if it believes Postmedia is
likely to reduce its revenue declines to less than 1% annually and
generate EBITDA of more than C$125 million per year for a sustained
period of time. This would increase refinancing prospects on the
first- and second-lien notes, which mature in 2017 and 2018,
respectively.
PSL-NORTH AMERICA: Exclusive Solicitation Period Expires Feb. 16
----------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended PSL-North America, LLC, et al.'s
current exclusive filing period through and including Dec. 16,
2015, and their exclusive solicitation period through and including
Feb. 16, 2016.
The Debtors, which sold most of the assets to Jindal Tubular USA
LLC for $104 million in August 2014, has finally filed a Chapter 11
Plan of Liquidation
After a scheduled auction failed to generate offers from other
parties, the Debtors agreed to sell their assets to Jindal. The
purchase price includes the assumption of a $78 million debt to
ICICI Bank Ltd. on account of bonds issued by the Mississippi
Business Finance Corporation ("MBFC").
Under the Plan, Standard Chartered Bank, Dubai International
Financial Centre Branch, the secured creditor whose claim on a $30
million prepetition term loan facility was not assume as part of
the sale deal, will only recover less than 3 cents on the dollar.
The Plan proposes to treat outstanding claims and interests as
follows:
-- Administrative claims, if any, will be paid in full on the
effective date of the Plan;
-- Priority tax claims estimated at $75,000 will have a 100%
recovery.
-- Priority non-tax claims (Class 1), if any, will be paid in
full during the pendency of the Chapter 11 cases.
-- Standard Chartered Bank's secured claim estimated at $17.8
million (Class 2) will be paid by the PSL Liquidating Trustee from
all available cash after payment by the Trustee of project expenses
and fees. The remaining unpaid amount will be treated as a general
unsecured claim. The secured claim has an estimated recovery of
2.7%.
-- Holders of General unsecured claims (Class 3) estimated at
$7.8 million will each receive a pro rata share of the "liquidating
trust fund." The estimated recovery is unknown.
-- Holders of equity interests (Class 4) won't receive
anything.
The Debtors filed their Joint Plan of Liquidation and explanatory
Disclosure Statement on Oct. 26, 2015. A copy of the Disclosure
Statement is available for free at:
http://bankrupt.com/misc/PSL-NA_446_DS.pdf
The hearing to consider approval of the Disclosure Statement will
be held before The Honorable Laurie Selber Silverstein at the
Bankruptcy Court, 824 N. Market Street, 6th Floor, Courtroom 2,
Wilmington, Delaware 19801 on Nov. 30, 2015 at 10:00 a.m. (ET).
Objections and responses are due 4:00 p.m. (prevailing Eastern
Time) on Nov. 23, 2015
About PSL-North America
Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes. The company has a
state-of-the-art facility located in Bay St. Louis, Mississippi,
with the land leased for 99 years. The company is an
American-based partially owned subsidiary of India's largest
producer and manufacturer of steel piping, PSL Limited.
On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code. The
Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors seek to have their cases jointly administered for
procedural purposes.
PSL-North America LL disclosed $93.3 million in assets and $204
million in liabilities as of the Chapter 11 filing. As of
the Petition Date, the company had total outstanding debt
obligations of $130 million, according to a court filing.
Counsel for the Debtor are John H. Knight, Esq., Paul N. Heath,
Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William
A. Romanowicz, Esq. at Richards, Layton & Finger, P.A., of
Wilmington, Delaware. Epiq Bankruptcy Solutions serves as claims
agent.
* * *
The Debtors scheduled an auction for the assets on Aug. 12, 2014.
At the end of August 2014, the bankruptcy judge authorized the
Debtors to sell substantially all their assets to Jindal Tubular
USA LLC for $104 million.
REEDY GLOBAL: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Reedy Global Holdings Family LLC
400 Bancroft Chapel Road
Kingsport, TN 37660-6733
Case No.: 15-51795
Type of Business: Vineyard
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Eastern District of Tennessee (Greeneville)
Judge: Hon. Marcia Phillips Parsons
Debtor's Counsel: Erno D. Lindner, Esq.
BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ,
P.C.
1800 Republic Centre
633 Chestnut Street
Chattanooga, TN 37450
Tel: 423-209-4206
Email: elindner@bakerdonelson.com
Total Assets: $15.06 million
Total Debts: $9.35 million
The petition was signed by Kimberley D. Rhoton, trustee for the
Addston T. Reedy Irrevocable Trust.
List of Debtor's 10 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
City of Kingsport, Tennessee Real property $6,698
taxes
Decade Products Goods and Services $11,050
East Tennessee Scale Works Goods and Services $110
Foster Family Vineyards Goods and Services $19,250
Green Creek Vineyards Goods and Services $3,878
Jim's Supply Co., Inc. Goods and Services Unknown
Mize Nursery & Tryon Goods and Services $108,930
Vineyards, Inc
Premier Equipment, LLC Goods and Services $15,174
Roger's Trucking Goods and Services $10,264
Trustee, Sullivan County, Goods and Services $42,013
Tennessee
SAN BERNARDINO, CA: Firefighters' Suit Remains in Bankr. Court
--------------------------------------------------------------
Judge Otis D. Wright, II, of the United States District Court for
the Central District of California granted in part and denied in
part the Motion to Withdraw Reference filed by plaintiffs San
Bernardino City Professional Firefighters Local 891, Gregory
Parker, Sam Bashaw, Chris Nigg, Thomas Jeff English, Richard
Lentine, Steve Tracy, and Kenneth Konior.
On April 10, 2015, the Firefighters filed an adverse action in
bankruptcy court, alleging that the City of San Bernardino reduced
their wages and benefits in violation of the City's Charter. On
April 24, 2015, the Firefighters then moved the district court to
withdraw reference of the case from the bankruptcy court and
proceed with the matter before it. The Firefighters argued that
withdrawing the reference is either required or advisable on
several grounds, to wit:
(1) withdrawal is mandatory because the complaint asserts claims
under non-bankruptcy federal law.
(2) withdrawal is mandatory because their claims are personal
injury tort claims.
(3) the court should exercise discretion to withdraw the action
because it is a non-core proceeding that would be more efficiently
litigated in the district court.
(4) they have a Seventh Amendment right to a jury trial on their
claims, which must be conducted in the district court.
Judge Wright rejected all the arguments except the last one. The
judge granted in part and denied in part the Firefighters' Motion
to Withdraw Reference, and held that the bankruptcy court shall
retain jurisdiction of the action, with the sole exception that any
jury question that is necessary to resolve the Firefighters' claims
for damages under Section 1983 and the FLSA shall be tried before
the district court.
The case is In re: CITY OF SAN BERARDINO, CALIFORNIA, Debtor. SAN
BERNARDINO CITY PROFESSIONAL FIREFIGHTERS, LOCAL 891; GREGORY
PARKER; SAM BASHAW; CHRIS NIGG; THOMAS JEFF ENGLISH; RICHARD
LENTINE; STEVE TRACY; KENNETH KONIOR, Plaintiffs, CITY OF SAN
BERARDINO, CALIFORNIA; ALAN PARKER; and DOES 1-10, Defendants, CASE
NOS. 5:15-CV-00815-ODW, ADVERSE ACTION 6:15-AP-01119-MJ, MAIN
ACTION NO. 6:12-BK-28006-MJ (C.D. Cal.).
A full-text copy of Judge Wright's November 10, 2015 order is
available at http://is.gd/nF5Zh2from Leagle.com.
San Bernardino City Professional Firefighters, Local 891, Gregory
Parker, Sam Bashaw, Chris Nigg, Thomas Jeff English, Richard
Lentine, Steven Tracy, Kenneth Konior, are represented by:
David M. Goodrich, Esq.
SULMEYERKUPETZ APC
333 S. Hope Street Thirty-Fifth Floor
Los Angeles, CA 90071
Tel: (213) 626-2311
Fax: (213) 629-4520
Email: dgoodrich@sulmeyerlaw.com
-- and –-
Corey William Glave, Esq.
COREY W GLAVE ATTORNEY AT LAW
1042 2nd St.
Hermosa Beach, CA 90254
Fax: (310) 379-0456
City of San Bernardino is represented by:
Paul Robert Glassman, Esq.
STRADLING YOCCA CARLSON AND RAUTH PC
100 Wilshire Boulevard Fourth Floor
Santa Monica, CA 90401
Tel: (424) 214-7000
Fax: (424) 214-7010
Email: pglassman@sycr.com
About San Bernardino
San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104
km) east of Los Angeles, estimated assets and debt of more than $1
billion in the bare-bones bankruptcy petition.
The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.
The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.
San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.
The City was granted Chapter 9 protection on Aug. 28, 2013.
The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers. The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.
* * *
The Troubled Company Reporter, on Oct. 28, 2015, reported that the
hearing on the disclosure statement with respect to the Plan for
the Adjustment of Debts of the City of San Bernardino, California,
has been continued to Dec. 23, 2015, at 1:30 p.m.
SEMLER SCIENTIFIC: Has $1.58M Net Loss in 3rd Quarter
-----------------------------------------------------
Semler Scientific, Inc., had a net loss of $1,580,000 for the three
months ended September 30, 2015, an increase of $114,000, compared
to a net loss of $1,466,000 for the same period in 2014. The
company has incurred recurring losses since inception and expects
to continue to incur losses as a result of costs and expenses
related to the company's marketing and other promotional
activities, research and continued development of its product. As
of September 30, 2015, the company had negative working capital of
$487,000 cash of $1,925,000 and stockholders' equity of $531,000,
said Semler Chief Executive Officer Douglas Murphy-Chutorian and
Chief Financial Officer James M. Walker, in a November 3, 2015
regulatory filing with the U.S. Securities and Exchange
Commission.
According to Messrs. Murphy-Chutorian and Walker, the company's
ability to continue as a going concern is dependent upon its
ability to obtain additional equity or debt financing, attain
further operating efficiencies and, ultimately, to generate
additional revenue. The company can give no assurances that
additional capital that the company is able to obtain, if any, will
be sufficient to meet the company's needs. If the company is
unable to raise additional capital or increase revenue from leasing
its product and providing testing services within the next twelve
months to continue to fund operations at its current cash
expenditure levels, the company's operations will need to be
curtailed.
"The foregoing conditions raise substantial doubt about the
company's ability to continue as a going concern."
"Although we do not have any current capital commitments, we expect
that over time we will increase our expenditures to continue our
efforts to grow our business and commercialize products and
services. Accordingly, we currently expect to make additional
expenditures in both sales and marketing, and invest in our
corporate infrastructure. We also expect to invest in our research
and development efforts. We do not have any definitive plans as to
the exact amounts or particular uses at this time, and the exact
amounts and timing of any expenditure may vary significantly from
our current intentions," Mr. Walker explained.
"However, in order to execute on our business plan, and given our
current available cash, we anticipate that we will need to raise
additional capital at opportune times. There is no assurance that
additional financing will be available when needed or that
management will be able to obtain financing on acceptable terms or
whether or not we will generate sufficient revenues to become
profitable and have positive operating cash flow. To improve
operating cash flow, in July 2015, we implemented measures to
reduce expenses and renegotiated longer payment terms in our
existing contracts. However, there is no guarantee that our
efforts will be successful or sustainable, or that we will have
sufficient cash available when payments are due under the new
terms.
"Accordingly, it is our intent to raise additional capital at
opportune times. If we are unable to raise sufficient additional
funds when necessary, we may need to curtail making additional
expenditures and could be required to further scale back our
business plans, or make other changes until sufficient additional
capital is raised to support further operations. There can be no
assurance that such a plan will be successful."
As of September 30, 2015, the company had total assets of
$3,520,000, total long-term liabilities of $48,000, and total
stockholders' equity of $531,000.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/gravh6q
Semler Scientific, Inc. provides diagnostic and testing services to
healthcare insurers and physician groups. The Portland,
Oregon-based Company develops, manufactures and markets innovative
proprietary products and services that assist healthcare providers
in evaluating and treating chronic diseases.
SIGNAL INTERNATIONAL: Court Confirms Ch. 11 Liquidation Plan
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware on Nov. 24, 2015, issued a findings of fact,
conclusions of law and order confirming Signal International, Inc.,
et al.'s First Amended Joint Plan of Liquidation.
Michael J. Paque, a director at Kurtzman Carson Consultants LLC,
filed a declaration stating that 100% of holders of Class 4 -
Litigation Claims voted to accept the Plan, while 95.95% of holders
of Class 5 - General Unsecured Claims voted to accept the Plan. A
full-text copy of Mr. Paque's Declaration is available at
http://bankrupt.com/misc/SItabdec1120.pdf
The Debtors, in support of confirmation of the Plan, maintains that
the Plan implements a global settlement resolving seven years of
protracted and highly contentious multi-action litigation and
encompassing a delicate balance of important competiting interests.
Notwithstading the Plan's manifest benefits and broad-based
support, eight objections were filed and two informal comments were
received.
Andrew R. Vara, Acting U.S. Trustee for Region 3, complained that
the Debtors' Plan is not confirmable because it contains
non-consensual third-party releases to be given by certain of the
Debtors' creditors in favor of numerous non-debtor parties, and
contains other releases and exculpation provisions that are
contrary to applicable law, including the standards set forth by
the Court in In re Washington Mutual, Inc., 442 B.R. 314 (Bankr.
D.Del. 2011) and In re Tribune Company, 464 B.R. 126 (Bankr. D.Del.
2011).
Max Specialty Insurance Company n/k/a Alterra Excess & Surplus
Insurance Company reserved its rights to object to the Plan to the
extent that the Debtors are unable to confirm that the Plan will be
sufficiently funded to provide for payment of Max Specialty's claim
when allowed or to the extent that the Plan is intended to modify
the terms of the Final DIP Order contrary to statements in the
Disclosure Statement.
These objections have been, or anticipated to be, resolved or are
not supportable based on the record of the Chapter 11 cases,
applicable law, or comparable Chapter 11 plans confirmed in the
jurisdiction of the Court, the Debtors asserted.
Judge Walrath held that, notwithstanding anything to the contrary
in the Asset Purchase Agreement, if any amounts remain in the MS
Escrow after the final adjudication by the Bankruptcy Court of the
claims and objections asserted by Max Specialty, Inc., those
amounts will be the property of and be reverted to the Purchaser.
Christopher S. Cunningham, chief financial officer of the Debtors,
filed a declaration in support of confirmation of the Plan. Mr.
Cunningham maintained that the Plan complies with Section
1129(a)(1) of the Bankruptcy Code and that releases, exculpations
and injunctions are fair and necessary.
Jared Morris, assistant legal counsel of the Teachers' Retirement
System of Alabama and the Employees' Retirement System of Alabama,
filed a declaration in support of confirmation of the Plan and
stated that in the absence of the substantial concessions and
contributions of the funding parties and the other released
parties, it is doubtful that the sale transaction would be
consummated and the bankruptcy cases would most likely be converted
to Chapter 7 liquidation cases. In that scenario, it is highly
unlikely that any creditors other than the RSA would receive
meaningful distributions, Mr. Morris asserted.
Before the Confirmation Hearing, the Debtors filed:
* a third supplement to their Plan, a blacklined version of
which is available at
http://bankrupt.com/misc/SIplansupp1124.pdf
* a second supplement to their Plan, dated Nov. 10, a full-text
copy of which is available at
http://bankrupt.com/misc/SIplansupp1110.pdf
* a second supplement to their Plan, dated Nov. 2, a full-text
copy of which is available at
http://bankrupt.com/misc/SIplansupp1102.pdf
The Debtors are represented by M. Blake Cleary, Esq., Kenneth J.
Enos, Esq., Jaime Luton Chapman, Esq., and Travis G. Buchanan,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware; and Christopher R. Donoho III, Esq., Christopher R.
Bryant, Esq., and John D. Beck, Esq., at Hogan Lovells US LLP, in
New York.
The U.S. Trustee is represented by Tiiara N. A. Patton, Esq., Trial
Attorney, United States Department of Justice, Office of the United
States Trustee, in Wilmington, Delaware.
Max Specialty is represented by Christopher P. Simon, Esq., at
Cross & Simon, LLC, in Wilmington, Delaware; and Filiberto Agusti,
Esq., and Joshua R. Taylor, Esq., at Steptoe & Johnson LLP, in
Washington, DC.
About Signal International
Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.
Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.
Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy.
SI Inc. was incorporated on Oct. 12, 2007, and began operations
with offshore fabrication and repair in Mississippi. Signal's
corporate headquarters are in Mobile, Alabama, with operations in
Alabama and Mississippi, and a sales office in Texas.
On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000. As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").
On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).
The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.
Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.
The U.S. Trustee for Region 3 appointed seven creditors to serve on
the official committee of unsecured creditors.
SOUTHERN REGIONAL: Creation of Creditor Trust Agreement Sought
--------------------------------------------------------------
Norman Smith asks the United States Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, to authorize the
creation of a Creditor Trust Agreement whereby the Creditor Trust's
responsibility will be to liquidate the claims of the unsecured
creditors and the medical malpractice claims against Southern
Regional Hospital Systems, Inc., with authority to settle these
claims.
Norman Smith, Movant, is represented by:
Thomas F. Jones, Esq.
JONES AND ASSOCIATES
1218 Fairburn Road, SW Suite 101
Atlanta, GA 30331
Phone: (404) 344-771
-- and --
L.W. Dupard, Esq.
P.O. Box 4386
Atlanta, GA 30302
Phone: (707) 378-8950
Email: lwdupard@rocketmail.com
About Southern Regional Health System
Southern Regional Health System, Inc., owns the Southern Regional
Medical Center, a 331-licensed bed full-service hospital located
in
Riverdale, Georgia. Managed by Emory Healthcare, Inc., the
hospital serves residents throughout the region south of Atlanta.
As a leader in neurologic, heart & vascular, bariatric, and
women's
healthcare services, Southern Regional's medical staff is comprise
of more than 480 physicians that blend their passion for healing
with advanced technology to offer the latest procedures and
treatments.
Southern Regional and its subsidiaries sought Chapter 11
protection
(Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta,
Georgia. The cases are assigned to Judge Wendy L. Hagenau.
Southern Regional estimated $50 million to $100 million in assets
and $100 million to $500 million in debt. The Debtors' secured
creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc.
Gemino claims to be owed in excess of $10 million, while U.S.
Foods
has a $60,000 claim.
The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy
attorneys, Nelson Mulins Riley & Scarborough LLP, as outside
general counsel, and Kurtzman Carson Consultants LLC as claims
and balloting agent.
SRA INT'L: S&P Raises CCR to 'BB+' Then Withdraw Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Fairfax, Va.-based SRA International Inc. to 'BB+'
from 'B'. The outlook is stable.
At the same time, S&P removed all of its ratings on SRA from
CreditWatch, where S&P placed them with positive implications on
Sept. 2, 2015.
S&P subsequently withdrew all ratings on SRA, including all
issue-level ratings.
"The ratings upgrade and subsequent withdrawal follow the
completion of the merger of CSRA and SRA on Nov. 30, 2015, along
with planned refinancing," said Standard & Poor's credit analyst
Peter Bourdon.
SUNTECH AMERICA: Disclosure Statement Hearing on Jan. 13
--------------------------------------------------------
Judge Christopher S. Sontchi will convene a hearing on Jan. 13,
2015 at 10:00 a.m. (prevailing Eastern Time) to consider whether
Suntech America, Inc., et al.'s Combined Chapter 11 Plan of
Liquidation and Disclosure Statement contains "adequate
information" within the meaning of Section 1125(a) of the
Bankruptcy Code.
Responses and objections, if any, to the adequacy of the
disclosures in the Combined Plan and Disclosure Statement must be
filed on or before Dec. 18, 2015 at 4:00 p.m. (prevailing Eastern
Time).
In November 2015, the Debtors file a Combined Disclosure Statement
and Chapter 11 Plan of Liquidation, which serve as the culmination
of extensive negotiations between the Debtors, the Official
Committee of Unsecured Creditors, The Solyndra Residual Trust and
Wuxi Suntech Power Co., Ltd./Suntech Power Asia Pacific.
Solyndra asserts a $1.5 billion Claim against the Debtors, and Wuxi
asserts Claims against the Debtors in the aggregate amount of more
than $145 million. The Debtors have agreed to settle the Wuxi and
Solyndra Claims and agreed that the Claims will be Allowed in the
amounts of $216,265,149 and $144,176,766, respectively, and
Solyndra and Wuxi will receive a total Distribution of $10,312,500,
plus 60% of the total value of any Additional Assets.
A full-text copy of the Combined Plan and Disclosure Statement,
dated Nov. 17, 2015, is available at
http://bankrupt.com/misc/SUNTECHplan1117.pdf
About Suntech America
Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides
over the case.
Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot
Services LLC is the Debtors' claims and noticing agent.
The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.
Headquartered in San Francisco, California, Suntech America, aka
Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.
TRANS COASTAL: Needs Until March 20 to File Ch. 11 Plan
-------------------------------------------------------
Trans Coastal Supply Company, Inc., filed a motion asking the U.S.
Bankruptcy Court for the Central District of Illinois to extend the
time by which it must file its Plan and Disclosure Statement for
approximately four months until March 20, 2016. The hearing on the
extension motion is set for December 15, 2015 at 10:00 AM.
The Debtor is represented by:
Jeffrey D. Richardson, Esq.
132 South Water Street, Suite 444
Decatur, IL 62523
Telephone: 217/425-4082
About Trans Coastal
Headquartered in Decatur, Illinois, Trans Coastal Supply Company
Inc ships grain and other agricultural products like the ethanol
byproduct distillers dried grains (DDGS) in containers to overseas
buyers.
Trans Coastal Supply Company Inc. filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Ill. Case No. 15-71147) on July 23, 2015.
Judge Mary P. Gorman presides over the Debtor's case. Jeffrey D
Richardson, Esq., at Richardson & Erickson, represents the Debtor.
The Debtor estimated both assets and liabilities between $10
million and $50 million.
TWIN RINKS: Liquidating Plan Accepted by Voting Classes
-------------------------------------------------------
Twin Rinks At Eisenhower, LLC's Second Amended Plan of Liquidation
has been overwhelmingly accepted by voting creditors.
The Plan provides that:
-- Allowed priority claims (Class 1) will be paid in full.
The Debtor does not believe there are any unpaid priority claims or
priority tax claims at this time.
-- Allowed secured claims (Class 2) will receive their pro rata
share of cash remaining in the Liquidation Fund after the
establishment of a reserve for the benefit of, or distributions to,
allowed administrative claims, allowed priority claims, allowed
priority tax claims and Class 3 allowed unsecured claims sufficient
to satisfy the obligations to such classes under the Plan. The
secured claim of CMBS Venture Funding LLC is allowed in the amount
of $5,248,670.
-- Holders of allowed unsecured claims (Class 3) will be paid 75%
without interest from the proceeds of the sale of substantially all
of the assets of the Debtor. The Debtor estimates that ultimately
allowed unsecured claims will be approximately $4,600,000.
-- For allowed unsecured claims of insiders (Class 3A), each
holder will receive its pro rata share of cash remaining in the
Liquidation Fund after payment of higher ranked claims. The Class
3A Claim of Clearview Capital Management LLC is allowed in the
amount of $42,136,702.53. The other members of this Class are
GL-2012 Family Trust, Peter Ferraro, Chris Ferraro and Ferraro
Brothers Hockey, LLC. The claim of the Ferraro Brothers Hockey,
LLC is disputed.
-- The allowed interests in the Debtor (Class 4) will be
cancelled and holders of these interests won't receive
distribution.
Holders of secured claims (Class 2), unsecured claims (Class 3) and
unsecured claims of insiders (Class 3A) were entitled to vote on
the Plan.
Judge Robert E. Grossman on Oct. 20, 2015, entered an order
approving the Second Amended Disclosure Statement and set a Nov. 16
deadline to vote on the Plan, and a Nov. 23 confirmation hearing.
Jones & Schwartz, P.C., solicited the holders of claims in the
voting classes in accordance with the Disclosure Statement Order.
J&S's tabulation provides that:
IMPAIRED ____ACCEPT_______ _____REJECT_____
CLASS AMOUNT NUMBER AMOUNT NUMBER
----- ------ ------- ------ ------
Class 2 $5,248,670 1 0 0
Class 3 $4,246,444 12 0 0
Class 3A $42,778,721 2 0 0
The ballots submitted by Nassau County, which asserted a $5.066
million claim, and World Cup Concrete Corp., which asserted a
$104,000 claim, were excluded from the tabulation. Both entities
accepted the Plan. However, according to J&S, the ballots were
excluded because Nassau County and World Cup were not creditors of
the Debtor.
The Debtor said in a filing that it does not intend to confirm the
Plan over the objection of one or more impaired classes because no
such objections have been filed.
The Debtor added that it does not expect any witnesses, other than
the proponent’s witnesses, to testify as to any facts relevant to
confirmation.
A copy of the Second Amended Disclosure Statement filed Oct. 20,
2015, is available for free at:
http://bankrupt.com/misc/Twin_Rinks_194_2nd_Am_DS.pdf
About Twin Rinks
Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based
ice skating rink operator and entertainment business, sought
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
15-72466) on June 8, 2015, with plans to sell its business and
its assets as a going concern.
The Debtor disclosed $52.4 million in assets and $55.2 million in
debt as of May 25, 2015.
The Debtor tapped Jones & Schwartz, P.C., as counsel, and Greenspan
Associates, CPAs, as accountants.
The U.S. Trustee appointed three creditors to serve on the official
committee of unsecured creditors. The Committee tapped Meyer,
Suozzi, English & Klein, P.C. as its general counsel.
UNITED REHABLITATION: Case Summary & 2 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: The United Rehablitation Services, Inc.
dba United Rehabilitation Services, Inc.
PO Box 1344
Wilkes Barre, PA 18703-1344
Case No.: 15-05147
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Wilkes-Barre)
Judge: Hon. John J Thomas
Debtor's Counsel: Lisa M. Doran, Esq.
DORAN & DORAN, P.C.
69 Public Square, Suite 700
Wilkes-Barre, PA 18701
Tel: 570 823-9111
Fax: 570 829-3222
Email: ldoran@doran-law.net
Total Assets: $1.29 million
Total Liabilities: $1.33 million
The petition was signed by Joseph A. Pierangeli, CEO.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb15-05147.pdf
USA DISCOUNTERS: Seeks Feb. 18 Extension of Action Removal Period
-----------------------------------------------------------------
USA Discounters, Ltd., USA Discounters Holding Company, Inc. and
USA Discounters Credit, LLC, ask the U.S. Bankruptcy Court for the
District of Delaware to extend the period within which they may
remove actions through and including February 18, 2016.
Debtors and Debtors in Possession are represented by:
Laura Davis Jones, Esq.
James E. O'neill, Esq.
Colin R. Robinson, Esq.
PACHULSKI STAND ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Phone: (302) 652-4100
Fax: (302) 652-4400
Email: ljones@pszjlaw.com
joneill@pszjlaw.com
crobinson@pszjlaw.com
-- and --
Lee R. Bogdanoff, Esq.
Michael L. Tuchin, Esq.
Whitman L. Holt, Esq.
Sasha M. Gurvitz, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Phone: (310) 407-4023
Fax: (310) 407-9090
Email: lbogdanoff@ktbslaw.com
mtuchin@ktbslaw.com
wholt@ktbslaw.com
sgurvitz@ktbslaw.com
About USA Discounters
USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd. It sold
goods through two groups of stores -- one group of specialty
retail
stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.
The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc.,
serves as its financial advisor.
VERTIS HOLDINGS: Dec. 8 Hearing on Bid to Dismiss Chapter 11 Cases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on Dec. 8, 2015, at 1:00 p.m., to consider Vertis
Holdings Inc, et al.'s motion to dismiss their Chapter 11 cases.
According to the Debtors, they do not have sufficient funds to
confirm a chapter 11 plan in the cases. They had ceased their
business operations, have no assets available for distribution.
The Debtors noted that (i) they had sold substantially all of their
assets to Quad/Graphics Marketing, LLC; (ii) monetize the assets
that remained in the estates after the closing of the asset sale to
Quad to maximize recovery for certain of the debtors' stakeholders;
and (iii) addressed and resolved certain complex claims and other
contested matters that arose during the course of the cases.
On Nov. 12, the Debtors also filed a motion for an order limiting
notice with respect to motion dismissing the cases.
About Vertis Holdings
Vertis Holdings Inc. -- http://www.thefuturevertis.com/-- provides
advertising services in a variety of print media, including
newspaper inserts such as magazines and supplements.
Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.
As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.
Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by
Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice. Kurtzman Carson
Consultants LLC is the Debtors' claims agent.
Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail nserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.
Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics. ACG also commenced separate bankruptcy
proceedings. In August 2008, Vertis emerged from bankruptcy,
completing the merger.
Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its
assets and debts of more than $1 billion. Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No.
10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172),
Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft
Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The
bankruptcy
court approved the prepackaged Chapter 11 plan on Dec. 16, 2010,
and Vertis consummated the plan on Dec. 21. The plan reduced
Vertis' debt by more than $700 million or 60%.
GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP. Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.
On Jan. 16, 2013, Quad/Graphics completed the acquisition of Vertis
Holdings for a net purchase price of $170 million. This assumes
the purchase price of $267 million less the payment of $97 million
for current assets that are in excess of normalized working capital
requirements.
VICTORY MEDICAL: Needs Until Jan. 8 to File Plan
------------------------------------------------
Victory Medical Center Mid-Cities, LP, et al., filed a second
motion asking the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, for further extension of the
exclusive period to file their plan of reorganization for
approximately thirty (30) additional days, from December 9, 2015,
through January 8, 2016, and for an additional sixty (60) days
thereafter in which to confirm a plan.
The Debtors are represented by:
Edward L. Rothberg, Esq.
Melissa A. Haselden, Esq.
T. Josh Judd, Esq.
HOOVER SLOVACEK LLP
5051 Westheimer Suite 1200
Houston, Texas 77056
Phone: (713) 977-8686
Fax: (713) 997-5395
Email: rothberg@hooverslovacek.com
haselden@hooverslovacek.com
judd@hooverslovacek.com
About Victory Healthcare
Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.
Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas. Founded in 2005, Victory
now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory
Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East,
which
are not part of the Chapter 11 filing and will be sold separately.
The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.
ZAFS INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Zafs Investments, LLC
7507 Stilwell Lane
Sugar Land, TX 77479-2895
Case No.: 15-36237
Chapter 11 Petition Date: November 30, 2015
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Karen K. Brown
Debtor's Counsel: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: 713-659-1333
Fax: 713-658-0334
Email: margaret@mmmcclurelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Farhan Sultan, managing member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
[*] Distressed-Debt Exchanges Signal Pain in High Yield
-------------------------------------------------------
Lisa Abramowicz, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that a growing number of debt holders are
making the discovery that there are corporate-bond documents that
are written in pen, and then there are those that might as well be
written on an Etch A Sketch given that they end up looking more
like a suggestion than a contract as soon as borrowers run into
trouble, and taking part in distressed exchanges, which are
becoming more prevalent in the speculative-grade bond market.
According to the report, the increase points to some deep pain in
the U.S. high-yield market, which will probably be borne most by
the leastaggressive investors.
[*] Fitch Says Firms Earnings to Remain Challenging in 2016
-----------------------------------------------------------
The market environment for securities firms across the globe will
remain challenging in 2016 due to prolonged weak trading results in
Fixed Income Currency and Commodities (FICC) trading businesses,
according to Fitch Ratings' 2016 Securities Firms Outlook report.
While Fitch's global sector outlook for securities firms' remains
negative, the Rating Outlook is Stable due to the maintenance of
solid capital and liquidity levels, more focused business models
for the larger firms, and a stabilizing regulatory environment.
Given this, Fitch has largely Stable Rating Outlooks for the larger
firms in North America and EMEA whose ratings already incorporate
some of the negative pressures on the sector.
Advisory and underwriting businesses should continue to be strong
in 2016. However, the potential strength will not be enough to
relieve overall earnings pressure as the markets businesses are
likely to remain challenging.
Fitch expects the larger firms will continue to focus on cost
cutting and the optimization of their client base, shedding
customers that absorb their balance sheet capacity without
generating sufficient returns. This in turn may create
opportunities for smaller players that are well positioned from a
capital level standpoint to pick-up the higher risk customers.
In 2016, Fitch expects inter-dealer brokers (IDBs) to continue to
diversify their revenue and customers towards more non-bank market
participants including hedge funds and asset managers. IDBs will
move towards competing in an 'all-to-all' market amongst technology
firms, exchanges and clearing houses rather than the more
traditional 'dealer-to-dealer' space. Reflecting the secular
decline in trading volumes, Fitch is already observing
consolidation in the IDB space in an effort to achieve greater
cost/scale efficiencies.
Retail brokers are perhaps best positioned amongst securities
firms, given their likely benefit from an interest rate hike and
continued expansion into banking and advice/asset management
activities. However, Fitch's view is that any rate hike will be
gradual and incremental thus having a slow impact on profitability
for retail brokers.
While earnings pressure will be an issue across the securities
firms sector next year, a stabilizing regulatory environment will
add clarity to the sector and allow firms to make more informed
strategic decisions. The larger firms will likely continue to look
for ways to lower their capital requirements by optimizing their
funding profiles and Fitch expects the largest securities firms
will be in compliance with future Total Loss Absorbing Capital
(TLAC) requirements when they are finalized.
[*] Gooding Selected as American College of Bankruptcy Fellow
-------------------------------------------------------------
Choate, Hall & Stewart LLP on Dec. 1 disclosed that Douglas
Gooding, co-chair of the firm's Finance & Restructuring Group, has
been selected as a Fellow of The American College of Bankruptcy for
his professional excellence and exceptional contributions to the
bankruptcy and insolvency field.
Mr. Gooding will be formally inducted as a Fellow of the College at
a ceremony at the Smithsonian Donald W. Reynolds Center for
American Art and Portraiture in Washington, D.C.
Fellows are chosen based on a proven record of the highest
standards of professionalism, ethics, character, integrity,
professional expertise, and leadership. Criteria for selection
includes: contributing to the enhancement of bankruptcy and
insolvency law and practice; sustained evidence of scholarship,
teaching, lecturing, or writing on bankruptcy or insolvency topics;
and commitment to elevate knowledge and understanding of the
profession and public respect for the practice.
"Doug epitomizes what this fellowship stands for. He is a leader
in the corporate bankruptcy field and is greatly respected and
admired by his clients, colleagues, and peers," said
Charles Cheever, co-managing partner of Choate, Hall & Stewart.
"There is no one with more professionalism and integrity, and we
are thrilled to see him singled out for this distinguished honor."
Mr. Gooding has over 20 years experience in corporate finance,
restructuring, bankruptcy, and in related litigation in courts
throughout the U.S. and in Canada and as a mediator. He is an
active member of the Massachusetts and Boston Bar Associations
(BBA), and is a former co-chair of the BBA's Public Service
Oversight Committee and Bankruptcy Section. Mr. Gooding is also
involved in pro bono matters and the BBA's Financial Literacy
program. He is a frequent lecturer and participant on educational
panels relating to bankruptcy and insolvency. Mr. Gooding is
listed in Chambers USA, The Legal 500, Guide to the World's Leading
Insolvency and Restructuring Lawyers, Best Lawyers in America and
Massachusetts Super Lawyers. He received his J.D., cum laude, from
Duke University School of Law in 1991 and his A.B., cum laude, from
the University of California at Berkeley in 1987.
The American College of Bankruptcy is an honorary association of
bankruptcy and insolvency professionals and plays an important role
in sustaining professional excellence in the field. College
Fellows include commercial and consumer bankruptcy attorneys,
judges, insolvency accountants, turnaround and workout specialists,
law professors, government officials, and others in the bankruptcy
and insolvency community.
Choate, Hall & Stewart LLP, one of the nation's leading law firms,
is consistently recognized for excellence by Best Lawyers in
America, Chambers USA, The Legal 500, World's Leading Lawyers,
International Who's Who of Lawyers, and Expert Guides. With all of
its lawyers under one roof, Choate focuses on a core group of areas
where it represents clients across the United States and
internationally and provides exceptional efficiency, service and
value. Choate's areas of focus include finance & restructuring,
high-stakes litigation, intellectual property, life sciences,
technology companies, corporate/M&A, private equity,
insurance/reinsurance, government enforcement and compliance, and
wealth management.
[*] Junk-Bond Losses Pile Up as Traders Flee Any Whiff of Bad News
------------------------------------------------------------------
Sridhar Natarajan and Laura J. Keller, writing for Bloomberg Brief
- Distress & Bankruptcy, reported that the morning after
cancer-center firm 21st Century Oncology Inc. cut its earnings
forecast for 2015, money manager Rajay Bagaria woke up to find his
holdings of the junk-rated company's bonds had lost 19 percent of
their market value overnight.
According to the report, investors who own Chesapeake Energy
Corp.'s $11.3 billion of bonds watched about a third of their value
disappear over the past three weeks. Similar free-falls have
appeared on the computer screens of traders in debt of retailer
Men's Wearhouse Inc., gambling-equipment maker Scientific Games
Corp. and the owner of New York Sports Club, the report related.
By one measure tracked by Deutsche Bank AG analysts, the debt of
the riskiest companies is selling off at four times the rate of the
least-risky junk borrowers -- a ratio that's typically 1.6 times,
the report further related.
*********
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
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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.
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*** End of Transmission ***