/raid1/www/Hosts/bankrupt/TCR_Public/151225.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, December 25, 2015, Vol. 19, No. 359
Headlines
21ST CENTURY ONCOLOGY: Settles with Federal Government for $19.7M
AMERICAN LIBERTY: JW GST Balks at Proposed Bar Date
AMES DEPARTMENT: Bankr. Court Has Jurisdiction Over Lumbermens Suit
AMINCOR INC: Suspending Filing of Reports with SEC
BEHRINGER HARVARD: No Longer Has Remaining Investments
BOISE CASCADE: Moody's to Retain Ba3 CFR on Planned Acquisition
CALIFORNIA RESOURCES: Moody's Lowers CFR to Caa1, Outlook Neg.
CASCADE INTEGRATED: Files for Chapter 11 Bankruptcy Protection
CASTLE CHEESE: Bid to Remand Suit Against FirstMerit Denied
CHICAGO BOARD: Moody's Lowers Rating on $5.5BB GO Debt to B1
CLOUDEEVA INC: Brown Rudnick, et al., Withdraw as Shareholder Attys
CONSTELLATION ENTERPRISES: Moody's Cuts CFR to Caa3, Outlook Neg.
CREDIT ONE: Has Going Concern Doubt, May Raise Cash to Meet Needs
CRP-2 HOLDINGS: Plan Confirmation Hearing to Commence March 7
DOMUM LOCIS: Can File Chapter 11 Plan Until January 11
DRYDEN ADVISORY: Durham's Administrative Expense Claim Denied
EIG INVESTORS: Moody's Affirms B2 CFR & Rates $175MM Facility B1
ELEPHANT TALK: Appoints Gary Brandt Chief Restructuring Officer
ELEPHANT TALK: Stockholders Elect 6 Directors
EMMAUS LIFE: Board Appoints Yutaka Niihara President and CEO
EMPIRE RESORTS: Awarded Gaming Facility License by NYSGC
EVERGREEN ACQCO: Moody's Lowers CFR to Caa1, Outlook Negative
FAIRMOUNT SANTROL: S&P Lowers CCR to B on Weaker Credit Measures
FUSION TELECOMMUNICATIONS: Stockholders Elect 9 Directors
GELTECH SOLUTIONS: Issues $200,000 Convertible Note to Mr. Reger
GEOMET INC: North Shore, et al., Report 30.7% Stake as of Dec. 9
HALCON RESOURCES: Issues $113 Million New Second Lien Notes
ICTS INTERNATIONAL: Incurs $4.2M Net Loss in H1 2015
IMAGEWARE SYSTEMS: Extends Executives Employment Term to Dec. 2016
INTELLIPHARMACEUTICS INT'L: To Present at Biotech Showcase
INTERNATIONAL BRIDGE: Wants Plan Filing Deadline Reset to March 2
MENTOR CAPITAL: Deficit, Losses Raise Going Concern Doubt
MERRIMACK PHARMACEUTICALS: Closes $175M Secured Notes Offering
METROGATE LLC: Involuntary Chapter 11 Case Summary
NAB HOLDINGS: S&P Cuts CCR to 'B+' on Weak Operating Profitability
NATIONAL CINEMEDIA: AMC Reports 28.1% Stake as of Dec. 16
NATIONAL CINEMEDIA: S&P Affirms BB- CCR, Outlook Revised to Stable
NAVIENT CORP: S&P Affirms 'BB/B' ICRs & Revises Outlook to Neg.
NEPHROS INC: Completes Warrant Exercise Offer
NEWLEAD HOLDINGS: Renews Contract for MT Katerina L Vessel
NUGENE INTERNATIONAL: Admits Going Concern Doubt, Posts Net Loss
PHILADELPHIA CORP: Moody's Lowers Rating on 2011 Bonds to B1
PHILLIPS INVESTMENTS: Claims Bar Date Set for January 11
PLENARY PROPERTIES: S&P Raises Rating on Sub. Notes to 'BB'
PREMIER EXHIBITIONS: Sellers Capital No Longer a Shareholder
PUTNAM ENERGY: Court Dismisses Chapter 11 Bankruptcy Case
RADNOR HOLDINGS: 3rd Circ. Affirms Skadden's Final Fee Application
RESIDENTIAL CAPITAL: Lenox's Bid to Dismiss Suit Denied
SAMSON RESOURCES: Can Hire Grant Thornton as Tax Consultant
SANTA FE GOLD: Deadline to Remove Suits Extended to March 23
SANUWAVE HEALTH: Offering 31.25 Million Units
SHOAL GAMES: Losses, Deficit Raise Going Concern Doubt
SPENDSMART NETWORKS: Extends Tender Offer Until Jan. 22
THERAPEUTICSMD INC: Brian Bernick Continues to Serve as CCO
UTSTARCOM HOLDINGS: Gu Guoping, et al., Own 11.7M Ordinary Shares
VANC PHARMACEUTICALS: Smythe Ratcliffe Has Going Concern Doubt
VISUALANT INC: Renews Credit Facility with Capital Source
WISE GROUP: Moody's Lowers CFR to Caa2, Outlook Negative
[^] BOOK REVIEW: The Money Wars
*********
21ST CENTURY ONCOLOGY: Settles with Federal Government for $19.7M
-----------------------------------------------------------------
21st Century Oncology has entered into a settlement with the
federal government to resolve a dispute related to the fluorescence
in situ hybridization (FISH) diagnostic test in the interest of
avoiding protracted expense and litigation. 21st Century fully
cooperated with federal officials during the process and has agreed
to the settlement with no admission of wrongdoing.
Pursuant to the Settlement Agreement, the Company agreed to pay
$19.75 million to the federal government and $528,000 in attorneys'
fees and costs related to the qui tam action brought by Ms. Mariela
Barnes with respect to the previously disclosed dispute related to
FISH diagnostic test. The Company is required to pay both amounts
on or prior to the tenth business day following the date of the
Settlement Agreement.
The FISH test is a diagnostic tool used for identifying bladder
cancer, specifically with older patients and other high-risk
patients. The dispute involved the medical necessity of the FISH
test specifically ordered by four of the company's urologists in
conjunction with other diagnostic tests, and the complex Medicare
and Medicaid billing criteria required.
21st Century Oncology's primary goal is to provide top quality
patient care and to that end supports the judgment of our
physicians to determine what diagnostic and treatment tools should
be utilized for each individual patient based on that patient's
unique clinical needs. 21st Century Oncology is also committed to
compliance and to that end, has further enhanced our comprehensive
compliance and auditing programs to ensure transparency and the
delivery of the highest quality, most clinically appropriate care
to our patients, and that only those services that meet the complex
Medicare and Medicaid billing criteria are submitted for
reimbursement.
About 21st Century
21st Century Oncology, Inc., formerly known as Radiation Therapy
Services, Inc. ("RTS") owns and operates radiation treatment
facilities in the US and Latin America.
The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $1.38 billion in total liabilities, $46.65
million in noncontrolling interests-redeemable, and a $325.04
million total deficit.
* * *
As reported by the TCR on Feb. 27, 2015, Moody's Investors Service
upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and
Probability of Default Rating to B3 and B3-PD, respectively.
The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2
reflects the receipt of a $325 million preferred equity investment
from the Canada Pension Plan Investment Board and subsequent debt
reduction.
In the April 16, 2015, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'B-' corporate credit rating on Fort
Myers-based cancer care provider 21st Century Oncology Holdings
Inc.
AMERICAN LIBERTY: JW GST Balks at Proposed Bar Date
---------------------------------------------------
JW GST Exempt Trust and James Y. Wynne, parties-in-interest, object
to American Liberty Oil Company, LP's motion to set proof of
interest bar date.
The Debtor, in its Oct. 30, 2015 motion, requested that the Court
set a deadline for either Dec. 15, or Dec. 31, for
parties-in-interest to file a proof of interest with the Court.
The movants noted that setting of any deadline for
parties-in-interest to file a proof of interest prior to the
Court's determination of movants' lift stay motion is premature
because the outcome of the fully-briefed Kaufman County Appeal is
directly relevant as to movants' equity interest in the Debtor.
The movants can be reached at:
Alan B. Padfield, Esq.
Mark W. Stout, Esq.
Christopher V. Arisco, Esq.
PADFIELD & STOUT, L.L.P.
421 W. Third Street, Suite 910
FortWorth, Texas 76102
Tel: (817) 338-1616
Fax: (817) 338-1610
E-mails: abp@livepad.com
ms@livepad.com
carisco@livepad.com
About American Liberty Oil
American Liberty Oil Company, LP filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015. The
petition was signed by Wreno S. Wynne, Jr., as managing partner of
ALOC LLC. The Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million in its petition.
Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the
Debtor's counsel. The case is assigned to Hon. Stacey G.
Jernigan.
AMES DEPARTMENT: Bankr. Court Has Jurisdiction Over Lumbermens Suit
-------------------------------------------------------------------
In an adversary proceeding under the umbrella of the Chapter 11
cases of Ames Department Stores, Inc., and its affiliates, the
district court has directed Judge Robert E. Gerber of the United
States Bankruptcy Court for the Southern District of New York to
provide a report and recommendation on the resolution of Ames'
motion for an order confirming that the bankruptcy court and hence
the district court, has exclusive jurisdiction to hear the
adversary proceeding against Lumbermens Mutual Casualty Company.
Lumbermens opposes the Jurisdictional Motion, contending that all
of the issues in the dispute should instead be heard by an Illinois
state court as part of Lumbermens' ongoing insolvency proceeding.
The adversary proceeding, commenced in 2006 -- long before the
commencement of Lumbermens' Illinois insolvency proceeding --
centers on the question of ownership of approximately $8 million
currently held in a trust account. But it involves considerably
more than that, including issues of particular importance to the
bankruptcy system -- most significantly, serious allegations of
interference with the Debtors' property, of two separate types,
each of which is subject to the Court's in rem jurisdiction and the
protection of the Bankruptcy Code's automatic stay. While the
parties have addressed the merits of the substantive issues in
their briefs and oral arguments, currently at issue is solely the
extent to which the Court has jurisdiction over the issues Ames
raised and whether that jurisdiction is exclusive -- and, to the
extent federal and state courts might have concurrent jurisdiction
over the issues Ames raised, whether the Court must nevertheless
channel issues pending here to an Illinois rehabilitation court,
under the McCarran-Ferguson Act.
Judge Robert E. Gerber determined and recommended that the district
court determine that:
(1) the Court has subject matter jurisdiction over all of the
claims at issue in the adversary proceeding, and that it has
exclusive jurisdiction over Claims ## 4, 6, and 10 and Lumbermens'
claims against the Ames estate;
(2) McCarran-Ferguson does not require this Court to defer to an
Illinois state court for resolution of the issues raised in the
adversary proceeding but McCarran-Ferguson does require that if
this Court grants Ames any monetary judgment, Ames must take that
judgment to the Illinois' insolvency court for allowance and
determination of the judgment claim's priority; and
(3) the First Assuming Jurisdiction Doctrine does not apply to
Claims ## 1, 2, 3, and 5, and does not need to be applied to Claims
## 4, 6 and 10, or to Lumbermens' claims against the Ames estate
because as to the latter, this Court's jurisdiction is exclusive
anyway. But to the extent it matters, the in rem aspects of the
latter matters cause application of the First Assuming Jurisdiction
Doctrine to be proper.
The adversary proceeding is AMES DEPARTMENT STORES, INC.,
Plaintiff, v. LUMBERMENS MUTUAL CASUALTY CO. Defendant, Adversary
No. 06-01890 (REG)(Bankr. S.D.N.Y.).
The bankruptcy case is In re: AMES DEPARTMENT STORES, INC., et al.,
Chapter 11, Debtors, Case No. 01-42217 (REG) Jointly Administered
(Bankr. S.D.N.Y.).
A full-text copy of the Report and Recommendation dated December 7,
2015 is available http://is.gd/UoOIPWfrom Leagle.com.
Ames Department Stores, Inc., Plaintiff, represented by Bijan
Amini, Esq. -- bamini@samlegal.com --STORCH AMINI & MUNVES, Martin
J. Bienenstock, PROSKAUER ROSE LLP, Timothy Q. Karcher, Esq. --
tkarcher@proskauer.com -- PROSKAUER ROSE LLP, Frank A. Oswald, Esq.
-- frankoswald@teamtogut.com -- TOGUT, SEGAL & SEGAL LLP, Avery
Samet, Esq. -- asamet@samlegal.com -- STORCH AMINI MUNVES PC.
Lumbermens Mutual Casualty Company, Defendant, represented by Mark
S. Gamell, Esq. -- mgamell@tlggr.com -- TORRE, LENTZ, GAMELL, GARY
& RITTMASTER, Steven H. Rittmaster, Esq. -- srittmaster@tlggr.com
-- TORRE, LENTZ, GAMELL, GARY & RITTMASTER.
About Ames Department Stores
Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958. At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia. In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code. In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.
Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001. Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP. When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities. The Company closed all
of its 327 department stores in 2002.
AMINCOR INC: Suspending Filing of Reports with SEC
--------------------------------------------------
Amincor, Inc., has suspended its reporting obligations under
Section 15(d) of the Securities Exchange Act of 1934, as amended,
by filing a Form 15 with the Securities and Exchange Commission on
Dec. 22, 2015.
About Amincor Inc.
New York, N.Y.-based Amincor, Inc., is a holding company
operating through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.
BPI is a producer of bakery goods. Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.
Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.
Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables. As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.
As of Sept. 30, 2014, the Company had $23.67 million in total
assets, $45.94 million in total liabilities and a $22.26 million
total deficiency.
"While management believes that it will be able to continue to
raise capital from various funding sources in order to sustain
operations at the Company's current levels through at least twelve
months from the date of these financial statements are issued, if
the Company is not able to do so and if the Company is
unable to become profitable, the Company would likely need to
modify its plans and/or scale back its operations, liquidate
certain assets, and/or file for bankruptcy protection," according
to the Company's quarterly report for the period ended Sept. 30,
2014.
BEHRINGER HARVARD: No Longer Has Remaining Investments
------------------------------------------------------
Behringer Harvard Short-Term Opportunity Liquidating Trust,
successor-in-interest to Behringer Harvard Short-Term Opportunity
Fund I LP, on Dec. 16, 2015, entered into an agreement to sell its
right in a back-end promoted interest in distributable cash related
to the 2011 sale of 5050 Quorum in Dallas, Texas, to a related
party of its managing trustee, Behringer Harvard Advisors II LP.
On Sept. 25, 2015, Behringer Harvard 1221 Coit LP, a 90% owned
subsidiary of the Trust, sold approximately five acres of land in
Plano, Texas, a suburb of Dallas, Texas, to an unaffiliated buyer,
Huey Investments, Inc. The contract sales price for 1221 Coit Road
Land was $1.1 million, exclusive of closing costs.
On Dec. 16, 2015, the Trust sold its remaining asset, its Promoted
Interest, to a related party of the Managing Trustee. The contract
sales price for the Promoted Interest, exclusive of closing costs,
was $1.1 million. Proceeds were used to pay off existing
indebtedness. The contract sales price for the Promoted Interest
was based upon the fair market value of the asset as determined in
accordance with the procedure provided in the Trust's liquidating
trust agreement pursuant to the terms and conditions for sales of
trust assets to the Managing Trustee and its affiliates. In
accordance with such procedures, the fair market value was based
upon third party appraisal reports.
As a result of the sales, the Company has no remaining
investments.
Final Distribution
On or about Dec. 18, 2015, the Trust made a final liquidating
distribution of approximately $12.8 million, or $1.19 per unit, to
our unit holders of record as of Dec. 17, 2015. This final
distribution consists of the net cash proceeds from the
dispositions of our final assets and all other cash available for
distribution, after satisfaction of all contingent liabilities and
reserves for payment of all remaining fund costs.
About Behringer Harvard
Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002. The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer. As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's portfolio. The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.
Plan of Liquidation
On Feb. 11, 2013, the Partnership completed its liquidation
pursuant to a Plan of Liquidation adopted by Behringer Harvard
Advisors II LP, as its General Partner. The Plan provided for the
formation of a liquidating trust, Behringer Harvard Short-Term
Opportunity Liquidating Trust, for the purpose of completing the
liquidation of the assets of the Partnership. In furtherance of
the Plan, the Partnership entered into a Liquidating Trust
Agreement with one of the Partnership's General Partners, Behringer
Advisors II, as managing trustee, and CSC Trust Company of
Delaware, as resident trustee. As of the Effective Date, each of
the holders of limited partnership units in the Partnership
received a pro rata beneficial interest in the Liquidating Trust in
exchange for such holder's interest in the Partnership. In
accordance with the Plan and the Liquidating Trust Agreement, the
Partnership has transferred all of its remaining assets and
liabilities to the Partnership to be administered, disposed of or
provided for in accordance with the terms and conditions set forth
in the Liquidating Trust Agreement. The General Partners elected
to liquidate the Partnership and transfer its remaining assets and
liabilities to the Liquidating Trust as a cost saving alternative
that the General Partners believed to be in the best interests of
the investors. The expenses associated with operating a public
reporting entity, like the Partnership, are comparatively high and
therefore detract from distributable proceeds and returns it can
make to its investors. The reorganization into a liquidating trust
enables us to reduce costs associated with public reporting
obligations and related audit expenses that are not applicable to
the Liquidating Trust, helping to preserve capital throughout our
disposition phase for the benefit of our investors. Cutting
expenses and maximizing investor returns is a primary focus in this
disposition phase.
The Partnership's principal demands for funds in the next twelve
months and beyond will be for the payment of operating expenses,
recurring debt service and further principal paydowns on its
outstanding indebtedness as required by its lender.
The Liquidating Trust had notes payable totaling $1 million at Dec.
31, 2014, of which all was to Behringer Harvard Holdings, LLC, a
related party.
BOISE CASCADE: Moody's to Retain Ba3 CFR on Planned Acquisition
---------------------------------------------------------------
Moody's Investors Service says Boise Cascade Company's planned
acquisition of 2 engineered lumber facilities from Georgia-Pacific
LLC (Baa1 stable) is credit positive because the additional
facilities will increase the company's operational diversity,
generate cost synergies and provide Boise Cascade with additional
manufacturing capacity as US residential construction increases to
normalized levels, while only modestly increasing its leverage.
Boise Cascade's Ba3 Corporate Family Rating, SGL-1 Speculative
Grade Liquidity rating and stable outlook will remain unchanged.
Boise Cascade is a building products company headquartered in
Boise, Idaho. Boise Cascade manufactures engineered wood products,
plywood, lumber, and particleboard and distributes a broad line of
building materials, including some of the wood products that it
manufactures. Total net sales for the last twelve months ending
September 2015 were $3.6 billion.
CALIFORNIA RESOURCES: Moody's Lowers CFR to Caa1, Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service downgraded California Resources
Corporation's (CRC) Corporate Family Rating to Caa1 from B1,
downgraded the Probability of Default Rating to Caa1-PD/LD from
B1-PD, and assigned a Caa1 rating to CRC's new senior secured
second lien notes due 2022. The company's first lien revolving
credit facility and term loan were downgraded to B1 from Ba1 and
the senior unsecured notes were downgraded to Caa3 from B2. The
speculative grade liquidity rating was changed to SGL-4 from SGL-3.
The rating outlook remains negative.
Moody's considers CRC's retirement of $2.8 billion of senior
unsecured notes in exchange for $2.25 billion of second lien notes
(completed on December 15th) as a distressed exchange, which is an
event of default under Moody's definition of default. Moody's has
appended the PDR with an "/LD" designation indicating limited
default, which will be removed after three business days.
"The downgrade of CRC's CFR reflects our expectations the oil and
gas prices will remain weak in 2016, stressing the company's
liquidity and credit metrics," said James Wilkins, a Moody's Vice
President. "The company will need to seek relief from its
financial covenants under its credit agreement, as early as the
first quarter of 2016."
These summarizes the ratings actions.
California Resources Corporation
Ratings Downgraded:
Corporate Family Rating: Caa1 from B1
Probability of Default Rating: Caa1-PD/LD from B1-PD
Revolving credit facility: B1 (LGD2) from Ba1 (LGD2)
Term loan: B1 (LGD2) from Ba1 (LGD2)
Senior unsecured notes: Caa3 (LGD5) from B2 (LGD4)
Ratings Changed:
Speculative Grade Liquidity Rating: SGL-4 from SGL-3
Ratings Assigned:
Second lien secured notes due 2022: Caa1 (LGD4)
Outlook: Negative
RATINGS RATIONALE
The downgrade of CRC's CFR to Caa1 reflects weak industry
conditions with oil and natural gas prices at multi-year lows that
will pressure CRC's liquidity, leverage and cash flow credit
metrics. Moody's expects that the company will require relief from
its first lien leverage and interest coverage financial covenants
under its credit facility in 2016. CRC will have to cut capital
expenditures dramatically in 2016 if it plans to maintain its goal
of generating positive free cash flow.
Moody's expects CRC to generate negative free cash flow in excess
of $150 million in 2016 and also believes that the company's
attempts to monetize assets to reduce debt will be difficult in the
current commodity price environment. CRC's high cost structure
(production, SG&A and interest costs totaled $34.30 per boe for the
third quarter 2015, including Moody's standard adjustments),
relatively unhedged production volumes, weak commodity prices and
term loan payments leave the company in a significant negative cash
flow position, even with minimal capex The recent notes exchange
reduced the principal amount of outstanding notes by $563 million,
but the increase in interest expense weakens the company's interest
coverage. The company is operating one rig, down from a peak of 27
in October 2014, and kept production for the first nine months of
2015 above 2014 levels, using three rigs. However, Moody's expects
production to decline in 2016. CRC generally has a more modest
decline rate (around 10%-15%) than shale oil producers that have
accounted for much of the oil production growth in the US over the
past five years.
CRC's SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity and Moody's expectation the company will have to seek a
waiver or amendment of the two financial covenants under its
revolving credit facility (a maximum first lien debt leverage ratio
of 2.25x and a minimum interest coverage ratio of 2.0x) as early as
the first quarter 2016. CRC's interest coverage ratio will suffer
as it starts to pay an additional $21 million per year in interest
expense as a result of the recent issuance of $2.25 billion of 8%
second lien notes due 2022 in exchange for $2.813 billion of senior
unsecured notes with coupon rates between 5% and 6%.
CRC's liquidity will be supported by its funds from operations and
availability under its revolving credit facility due 2019.
Following the second amendment to the credit facility agreement,
CRC's borrowing base gives it access to $2 billion of revolving
credit commitments ($481 million was drawn and $23 million of
letters of credit were outstanding as of 30 September 2015).
Moody's expects that the borrowing base, which is subject to
redeterminations once per year, will be sufficient to cover CRC's
liquidity needs during 2016, but it will have to negotiate a
covenant amendment with the banks to maintain access to the
revolver. It does not have near-term debt maturities.
The term loan and revolving credit facility are rated three notches
above the Caa1 CFR, reflecting their secured first lien priority of
claim on assets ahead of the $2.25 billion of second lien notes and
$2.187 billion of unsecured debt, in accordance with Moody's
Loss-Given-Default rating methodology. The second lien notes (at
Caa1) are rated at the same level as the CFR and the senior notes
(at Caa3) are now rated two notches below the CFR, as a result of
being contractually subordinated in claim to the secured debt.
The negative outlook reflects uncertainty surrounding CRC's ability
to maintain compliance with its financial covenants and improve its
liquidity cash flow and leverage metrics to levels supportive of
the Caa1 CFR. The ratings could be downgraded if CRC appears
unable to maintain an interest coverage ratio greater than 1x or if
its revolver availability diminishes materially. The ratings could
be upgraded if Moody's expects CRC to maintain retained cash flow
to debt above 10% and interest coverage above 1.5x on a sustainable
basis.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
California Resources Corporation, headquartered in Los Angeles, is
an independent, exploration and production company with operations
exclusively in California. It was spun out of Occidental Petroleum
in November 2014.
CASCADE INTEGRATED: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Cascade Integrated Services, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 15-23704) on Dec. 16, 2015,
estimating its assets at between $1 million and $10 million. The
petition was signed by Robert Pelham, chief executive officer.
Amy Dipierro at BusinessDen reports that the Company was pushed
into Chapter 11 due to dropping oil prices.
Judge Howard R Tallman presides over the case.
John C. Parks, Esq., at Lewis Brisbois Bisgaard & Smith LLP serves
as the Company's bankruptcy counsel.
Founded in 2007 under the name Cascade Tanks, Denver,
Colorado-based Cascade Integrated Services, LLC, fka Cascade Tanks
LLC, helps clients drill oil and gas wells and transports their
products and wastes. It helps clients drill shale wells, refine
crude oil and dispose of hazardous waste. In addition to Denver,
the Company has three offices in North Dakota. It services the
western U.S. from Texas, through Oklahoma, Kansas and Nebraska, and
north to Wyoming and Montana.
CASTLE CHEESE: Bid to Remand Suit Against FirstMerit Denied
-----------------------------------------------------------
Judge Jeffery A. Deller of the United States Bankruptcy Court for
the Western District of Pennsylvania denied Castle Cheese, Inc.'s
Motion to Remand the complaint it filed against FirstMerit Bank,
N.A.
FirstMerit filed Proof of Claim No. 25, asserting claims against
Castle Cheese as a result of two loans extended by FirstMerit
directly to Castle Cheese, and three additional loans that
FirstMerit extended to entities related to Castle Cheese for which
the latter guaranteed repayment in the total amount of
$6,249,324.56. FirstMerit later acknowledged that its claim has
been reduced to approximately $2.14 million.
About two months after FirstMerit filed its Proof of Claim, Castle
Cheese filed a complaint against FirstMerit in the Court of Common
Pleas of Butler County, Pennsylvania, asserting claims in breach of
an alleged oral modification of their written contract, tortious
interference with contractual relations, commercial disparagement,
and defamation. FirstMerit filed a Notice of Removal of the
Lawsuit to the bankruptcy court, thus initiating an adversary
proceeding. Castle Cheese filed a Motion to Remand and/or
Abstention, averring that the bankruptcy court should abstain from
hearing the claims asserted in the lawsuit and remand the matter to
state court.
Judge Deller found that the weight of the factors for permissive
abstention favor the denial of Castle Cheese's motion. Further,
since the lawsuit has been proceeding in the bankruptcy court for
some time, Judge Deller also held that the balance of equities
dictate that it is not in the interest of anyone to remand the
litigation back to the state trial court.
The case is IN RE: CASTLE CHEESE, INC., Chapter 7 Debtor. CASTLE
CHEESE, INC., Plaintiff, v. FIRSTMERIT BANK, N.A., Defendant,
BANKRUPTCY NO. 14-22214-JAD, ADVERSARY NO. 15-02006-JAD (Bankr.
W.D. Pa.).
A full-text copy of Judge Deller's December 2, 2015 memorandum
opinion is available at http://is.gd/GlIaGifrom Leagle.com.
Castle Cheese, Inc. is represented by:
Craig W. Beil, Esq.
Bruce E. Rende, Esq.
ROBB LEONARD MULVIHILL BNY MELLON CENTER
BNY Mellon Center
500 Grant Street, Suite 2300
Tel: (412) 281-5431
Fax: (412) 281-3711
Email: cbeil@rlmlawfirm.com
brende@rlmlawfirm.com
-- and --
Allison L. Carr, Esq.
BERNSTEIN-BURKLEY, PC
707 Grant St. Suite 2200
Gulf Tower, Pittsburgh, PA
Tel: (412) 456-8100
Fax: (412) 456-8-35
Email: acarr@bernsteinlaw.com
FirstMerit Bank, N.A. is represented by:
Joseph F. Butcher, Esq.
Christopher T. Yoskosky, Esq.
ZIMMER KUNZ, PLLC
310 Grant St
Pittsburgh, PA 15219
Tel: (412) 281-8000
Fax: (412) 281-1765
Email: butcher@zklaw.com
yoskosky@zklaw.com
-- and --
Lauren D. Rushak, Esq.
Beth L. Slaby, Esq.
CLARK HILL PLC
One Oxford Centre
301 Grant St, 14th Floor
Pittsburgh, PA 15219
Tel: (412) 394-7711
Fax: (412) 394-2555
Email: lrushak@clarkhill.com
bslaby@clarkhill.com
-- and --
Scott N. Schreiber, Esq.
CLARK HILL PLC
150 N. Michigan Ave. Suite 2700
Chicago, IL 60601
Tel: (312) 985-5900
Fax: (312) 985-5999
Email: sschreiber@clarkhill.com
CHICAGO BOARD: Moody's Lowers Rating on $5.5BB GO Debt to B1
------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the rating
on the Chicago Board of Education, IL's $5.5 billion of
Moody's-rated general obligation (GO) debt. The district has $6.0
billion of GO debt outstanding. The Chicago Board of Education is
the primary debt issuer for the Chicago Public Schools (CPS) (the
district). The rating is under review for further downgrade.
The downgrade to B1 reflects the precarious liquidity position of
the district. CPS has increasingly relied on market access and
cash flow borrowing to maintain ongoing operations. The downgrade
also reflects the district's structurally imbalanced fiscal 2016
budget, which assumes $480 million in additional state funding that
has yet to be appropriated by the State of Illinois (Baa1
negative). The lack of a state budget nearly six months into the
fiscal year has delayed certain other revenues.
The B1 rating also incorporates the district's steadily escalating
pension contributions and recent use of reserves to fund recurring
contributions. The rating further reflects the district's elevated
debt levels. Favorably, CPS benefits from a large tax base and
diverse economy.
Rating Outlook
The B1 rating is under review for possible downgrade because CPS
faces key credit challenges in the next 30 to 90 days. The
district is scheduled to receive a state block grant of $150
million in January 2016, which could be delayed. CPS must access
the capital markets to issue long-term debt in late January. Part
of the proceeds will support operating liquidity by way of
principal restructuring. On Feb. 15, the district is scheduled to
deposit debt service payments due between June 2016 and March 2017
with the trustees. Finally, the state may finalize its budget and
determine the amount of aid to appropriate to CPS in the current
fiscal year. CPS's current fiscal year's budget includes $480
million in state aid that has yet to be appropriated.
Alternatively, the absence of a final state budget could put
further pressure on the district as it approaches the latter part
of its own fiscal year without clarity on state funding.
Factors that Could Lead to an Upgrade
Revenue growth and/or reductions in other operating expenditures
that enable the district to accommodate increased pension costs
into annual operating budgets without reliance on non-recurring
revenue sources
District or state actions that halt the growth of the district's
unfunded pension liabilities
Improvement in the City of Chicago's (Ba1 negative) credit profile
that strengthens CPS's credit quality given the two entities'
governance ties and coterminous tax base
Factors that Could Lead to a Downgrade
-- A continuation of structurally imbalanced operations
-- Continued depletion of the district's liquidity position,
requiring an increasing level of short-or-long term
borrowing for cash flow needs
-- Continued growth in the debt and/or unfunded pension
liabilities of the district and/or overlapping governments
-- Declines in the City of Chicago's credit profile that
weakens CPS's credit quality given the two entities'
governance ties and coterminous tax base
Legal Security
Debt service on CPS's GO bonds is ultimately secured by the
district's pledge to levy a property tax that is unlimited as to
rate or amount. Debt service on CPS's GO bonds is paid from the
district's receipt of general state aid (GSA), personal property
replacement taxes (PPRT), intergovernmental agreement revenue, and
tax increment financing (TIF) revenue.
Obligor Profile
CPS's boundaries are coterminous with those of the City of Chicago.
The district is governed by a seven-member Board of Education
appointed by the Mayor of the City of Chicago. In fiscal 2015, CPS
operated 664 schools, including district-run traditional and
options schools, charter schools, and contract schools. Student
enrollment was 396,683 in fiscal 2015, which followed an average
annual decline of 1.5% since fiscal 2011.
CLOUDEEVA INC: Brown Rudnick, et al., Withdraw as Shareholder Attys
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Brown Rudnick LLP and Fox Rothschild LLP to withdraw as counsel to
Bartronics Asia Pte. Ltd., majority shareholder of Cloudeeva
Florida and a creditor of Cloudeeva Delaware.
In July 2014, BAPL retained Brown Rudnick and Fox Rothschild as
legal counsel in the bankruptcy cases of Cloudeeva, Inc., et al.
BAPL has failed to pay Brown Rudnick and Fox Rothschild substantial
fees and costs incurred in the course of the firms' representation
of BAPL in connection with the bankruptcy cases, as required by the
terms of BAPL's written fee agreements with Brown Rudnick and Fox
Rothschild.
According to the firms, BAPL is no longer actively involved in the
bankruptcy cases and we are aware of no imminent or approaching
deadlines that would require BAPL to appear in the cases.
The firms can be reached at:
Richard M. Meth, Esq.
FOX ROTHSCHILD LLP
75 Eisenhower Parkway, Suite 200
Roseland, NJ 07068
Tel: (973) 992-4800
E-mail: rmeth@foxrothschild.com
-- and --
Daniel J. Saval, Esq.
Mason C. Simpson, Esq.
BROWN RUDNICK LLP
7 Times Square
New York, NY 10036
Tel: (212) 209-4800
E-mails: dsaval@brownrudnick.com
msimpson@brownrudnick.com
About Cloudeeva, Inc.
Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services. The company provides information technology staffing
services to major clients and third party vendors in the United
States and India. The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.
Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn
C. Ferguson.
Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing. The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.
The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they later sought approval of Trenk, DiPasquale, Della
Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention
was not formally approved by order of the Court. The Debtors also
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate
counsel. Kurtzman Carson Consultants LLC serves as claims and
noticing agent.
* * *
On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd.
BAPL asserted that the cases were not filed in good faith. The
Debtors subsequently filed an appeal challenging the dismissal of
their cases.
Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings. Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.
The Debtor filed a Plan of Reorganization and Disclosure Statement
on Oct. 7, 2014. The Plan will be funded by cash on-hand on the
Effective Date, cash revenues derived from the Debtors' continued
operations, and investment of $1.15 million from Cloudeeva India
Private Limited or their designee, along with their guarantee of
all payments to be made under Plan, in exchange for the equity of
the Reorganized Debtors, as agreed in the parties' Plan Support
Agreement.
That Plan was withdrawn in February 2015.
The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate. The trustee was represented by
Saul Ewing LLP. Richard B. Honig was later appointed as the
Chapter 11 successor trustee for Cloudeeva Inc.
CONSTELLATION ENTERPRISES: Moody's Cuts CFR to Caa3, Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service downgraded Constellation Enterprises,
LLC's Corporate Family Rating to Caa3 from Caa2, Probability of
Default Rating to Caa3-PD from Caa2-PD, and the company's rating on
senior secured notes due 2016 to Caa3 from Caa2. The rating
outlook is negative.
The rating action reflects substantial refinancing risk associated
with the company's upcoming debt maturities of its $130 million
senior secured notes due on Feb. 1, 2016, its $22 million revolving
credit facility expiring on Jan. 28, 2016, and its
$13 million term loan due on Jan. 28, 2016. Moody's is concerned
about the company's ability to refinance its debt without resorting
to a transaction that Moody's would consider a distressed exchange.
The rating action also reflects the company's weak liquidity
position that is characterized by low cash balances, negative free
cash flow generation, and limited borrowing availability, as well
as weak end market conditions, particularly in the oil & gas
sector, resulting in reduced demand and limiting the likelihood
that the company's operating performance will improve materially
through 2016.
These rating actions have been taken:
Issuer: Constellation Enterprises, LLC:
Corporate Family Rating, downgraded to Caa3 from Caa2;
Probability of Default Rating, downgraded to Caa3-PD from Caa2-
PD;
Rating on $130 million of 10.625% Senior Secured Notes due
February 2016, downgraded to Caa3 (LGD4) from Caa2 (LGD4);
Negative rating outlook.
RATINGS RATIONALE
The Caa3 CFR reflects Constellation's upcoming debt maturities in
January and February of 2016, along with Moody's concerns about the
company's ability to refinance debt in a timely manner given the
challenging end market conditions and its weak liquidity profile.
The rating also reflects the cyclicality of the company's
businesses, which are primarily driven by the demand for capital
goods in the energy, transportation, and industrial segments of the
North American economy, and the associated high degree of
volatility of the company's revenues and earnings. The rating also
reflects the company's small size and relatively thin operating
margins, geographic concentration, relatively high debt leverage,
and negative free cash flow. The CFR favorably considers
significant barriers to entry provided by a combination of short
lead times, specialized equipment, high freight costs and long-term
customer relationships.
The negative rating outlook reflects the significant refinancing
risk that the company is facing through the first quarter of 2016.
Ratings could be lowered if the company fails to refinance its debt
or undertakes a distressed exchange transaction while addressing
its maturities.
Given the upcoming debt maturities, a ratings upgrade is unlikely
in the near term. However, a successful refinancing of its capital
structure in a timely manner, along with the restoration of an
adequate liquidity condition and stability in demand in key
business sectors could result in a positive rating consideration.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Constellation Enterprises, LLC, through its operating subsidiaries,
is a manufacturer of custom engineered metal components for various
end markets such as rail transportation, oil & gas, general
industrial, nuclear, aerospace, and small gas engine markets. The
company's operating subsidiaries include Jorgensen Forge,
Commercial Metal Forming, Columbus Castings and Zero.
Constellation is owned by Protostar Partners LLC. In the LTM
period ending Sept. 30, 2015, the company generated approximately
$121 million in revenues and $216 million including the
discontinued operations of Columbus Castings.
CREDIT ONE: Has Going Concern Doubt, May Raise Cash to Meet Needs
-----------------------------------------------------------------
Credit One Financial, Inc. has an accumulated deficit of $1,908,626
as of September 30, 2015. The company may have to seek loans or
sale its securities to raise cash to meet its cash needs, Dicky
Cheung, president, chief executive officer and chief financial
officer of the company, said in a regulatory filing with the U.S.
Securities and Exchange Commission on November 13, 2015.
"There can be no assurances that the company will be able to
achieve profitable operations or obtain additional funding. These
factors create substantial doubt about the company's ability to
continue as a going concern."
Mr. Cheung stated, "In our opinion, our available funds and
revenues generated from our operation may not able to satisfy our
capital requirements for the next 12 months, and we may need to
raise additional funds to meet our needs and to pursue growth
opportunities. We may raise funds through private placements,
either in equity offerings, or interest bearing borrowings. There
is no guarantee that we will be able to raise additional funds
through offerings or other sources. If we are unable to raise
funds, our ability to continue with operations will be materially
hindered."
At September 30, 2015, the company had total assets of $11,277,915
and total stockholders' equity of $11,013,315.
For the three months ended September 30, 2015, the company had a
net income of $46,496, or $0.00 per share, as compared to a net
loss of $62,438, or $0.00 per share, for the same period of prior
year.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/z35q8ho
New York-based Credit One Financial, Inc. operates as an
advertising agent to place and handle advertising for its clients.
The company's revenues are derived primarily from advertising
placement and sale of advertising time obtained from Macau Lotus
Satellite TV Media Limited (Lotus TV).
CRP-2 HOLDINGS: Plan Confirmation Hearing to Commence March 7
-------------------------------------------------------------
The Hon. Donald Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois, in a revised order, will convene
starting March 7, 2016, a hearing to consider confirmation of CRP-2
Holdings AA, L.P.'s Chapter 11 plan.
The confirmation hearing will take place on March 7, 8, 9, 10, 14,
15, 16 and 17, 2016. The hearings will commence at 10:00 a.m.
except for March 8 and March 15 when the hearing will commence at
1:00 p.m. Objections, if any, are due Feb. 4. Fact discovery will
close on Dec. 18. Plan solicitation package will be served no
later than Dec. 31. Ballots accepting or rejecting the plan is due
Jan. 27. Ballot report deadline is Feb. 1.
As reported by the Troubled Company Reporter on Oct. 30, 2015,
Judge Cassling scheduled hearings on Jan. 11, 12, 13, 14, 19, 20
and 21, 2016, to consider confirmation of the Reorganization Plan.
The Debtor on Oct. 13, filed a Second Amended Disclosure Statement,
which provides for minor changes to the previous iteration of the
Disclosure Statement.
U.S. Bank, National Association, on Oct. 16, objected, asserting
that the Second Amended Disclosure Statement cannot be approved
because it does not contain adequate information as required by
Sec. 1125 of the Bankruptcy Code. U.S. Bank, in its capacity as
trustee for the registered holders of J.P. Morgan Chase Commercial
Mortgage Securities Trust 2006-LDP9, Commercial Mortgage
Pass-Through Certificates, Series 2006-LDP9, by and through
CWCapital Asset Management LLC, solely in its capacity as special
servicer, said that among other things, the Disclosure Statement
does not contain sufficient information regarding
(i) the amount and nature of claims;
(ii) the type of and basis for the Debtor's value of
(a) the Property and (b) the Portfolio;
(iii) the purpose of or intended use for the "up to"
$40 million cash infusion to be contributed by the
Debtor's parent or the conditions precedent to the
infusion of amounts above $10 million;
(iv) the proposed management of the Reorganized Debtor
and information regarding the change in the existing
structure and control rights of the Debtor's general
partner and limited partner equity holders;
(v) the factual bases underlying the Financial Projections,
including:
(a) the amount and extent of (if any) anticipated capital
improvements and/or tenant improvements;
(b) the sources of funds contained in the Financial
Projections including advances and escrows;
(c) the basis for the substantial increase in rental
income projected for second, third and fourth years
of the Plan; and
(d) the basis for the substantial increase in value of
the Property (from $160 million to $237 million) in
the four-year term of the Plan; and
(vi) the treatment of the Trust's claim, including the total
amount that will actually be paid to the Trust.
The Chapter 11 Plan
The Plan contemplates the payment in full of all creditors,
including the $152 million in outstanding obligations under the
secured credit facility. The Debtor believes there is significant
equity value in its business. The Debtor's owner, Colony Realty
Partners II REIT ("REIT), is confident enough in this value that
they are prepared to infuse a minimum of $10 million in additional
equity in to the Debtor and its operations, with additional
possible investments of up to $30 million in their sole and
absolute discretion.
Under the Plan:
-- Administrative claims will be paid in full in cash on the
Effective Date, and priority tax claims estimated at
$1.3 million will be reinstated.
-- Other priority claims (Class 1) will be paid in full in
cash.
-- Other secured claims (Class 2), if any, will be reinstated.
-- The $152 million in secured credit facility claims
(Class 3) secured by 32 office and warehouse buildings will
be satisfied with a restructured loan in the full face
amount of all outstanding obligations plus accrued interest.
-- General unsecured claims (Class 4) estimated at $1.40
million will be paid in full without interest as soon as
reasonably practicable after the Effective Date.
-- The GP interests (Class 5) and the LP interests (Class 6)
will be reinstated, subject and subordinate to the
preferred equity to be issued to REIT on account of its
new money investment.
A copy of the 2nd Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/CRP-2_Holdings_160_2nd_Am_DS.pdf
About CRP-2 Holdings
CRP-2 Holdings AA, L.P., a Delaware limited partnership that was
formed in May 2006 for the primary purpose of acquiring and
managing real property. CRP-2 is controlled by Colony Realty
Partners GP II, LLC. Between May and October of 2006, CRP-2
acquired 14 properties for a total purchase price of $286,732,400,
financing approximately 60% of the purchase price with proceeds
from a $171 million secured credit facility with JPMorgan Chase
Bank. The Debtor at present owns 10 properties consisting of six
office buildings and 26 industrial buildings located in and around
Chicago, Washington D.C., Boston and New Jersey.
CRP-2 Holdings filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 15-24683) on July 21, 2015. Judge Donald R. Cassling
is assigned to the case.
The Debtor disclosed total assets of $171,349,208 and total
liabilities of $166,637,095.
The Debtor tapped FrankGecker LLP as counsel.
The official committee of unsecured creditors tapped Sugar
Felsenthal Grais & Hammer LLP as substitute counsel effective as of
Sept. 21, 2015.
DOMUM LOCIS: Can File Chapter 11 Plan Until January 11
------------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California extended the exclusive periods of Domum
Locis LLC to file a Chapter 11 plan of reorganization until Jan.
11, 2016, and solicit acceptances of that plan through and
including March 11, 2016.
About Domum Locis
Domum Locis LLC owns real properties more commonly known and
described as (i) the "Strand Property" located at 1614-1618 The
Strand, Hermosa Beach, California, (ii) the "North Flores
Property," located at 1308 N. Flores Street, West Hollywood,
California, and (iii) the "Vista Chino Property," located at 424
W.
Vista Chino, Palm Springs, California.
Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr.
C.D.
Cal. Case No. 14-23301) on July 11, 2014. Judge Robert N. Kwan
presides over the case. Michael J. Kilroy, the managing member,
signed the petition.
On April 13, 2015, Mr. Kilroy commenced his bankruptcy case by
filing a voluntary petition under chapter 11 of the Bankruptcy
Code. Kilroy owns three real property assets and interests in
several partnerships and limited liability companies that, in
turn,
own real estate. More specifically, Kilroy owns these real
properties, all of which are subject to liens held by Lloyds: (i)
the "2175 Southridge Drive Property" in Palm Springs, comprised of
two parcels with one house on it; (ii) the "2203 Southridge Drive
Property" in Palm Springs, comprised of one parcel with one house
on it and an adjacent second parcel that is a vacant lot; and
(iii)
the "2212 Southridge Drive Property" in Palm Springs, comprised of
one parcel with one house on it and an adjacent second parcel that
is a vacant lot.
Domum Locis tapped Cypress LLP as general bankruptcy counsel.
Domum Locis reported $14.6 million in assets and $11.04 million in
liabilities.
DRYDEN ADVISORY: Durham's Administrative Expense Claim Denied
-------------------------------------------------------------
Judge Mary D. France of the United States Bankruptcy Court for the
Middle District of Pennsylvania denied the motion filed by Durham
Commercial Capital Corp. for the allowance and payment of
administrative expense claim pursuant to Section 503(b)(1)(A) of
the Bankruptcy Code.
Before Dryden Advisory Group, LLC, filed its Chapter 11 petition,
it entered into an Amended Factoring Agreement with Durham for the
sale of certain accounts receivable.
On September 2, 2015, Durham filed the motion, arguing that the
receivables it purchased pre-petition that Dryden diverted for its
own use after the petition was filed should be allowed and paid as
an administrative expense under Section 503(b)(1)(A). After Dryden
filed its petition, it had collected $115,547 in accounts that had
been sold to Durham.
Judge France held that Durham failed to establish the existence of
a post-petition transaction necessary to demonstrate its
entitlement to payment as an administrative expense under the terms
of the Amended Factoring Agreement.
Further, Judge France found that the accounts sold to Durham might
be subject to prior liens of Citibank, N.A. and Beneficial Mutual
Savings Bank. As such, Judge France held that she cannot compel
Dryden to satisfy Durham's claim if that claim can only be paid
from the proceeds of the secured collateral of Beneficial and
Citibank.
The case is IN RE: DRYDEN ADVISORY GROUP, LLC, Chapter 11,
Debtor-in-Possession. DURHAM COMMERCIAL CAPITAL CORP., Movant, v.
DRYDEN ADVISORY GROUP, LLC, Respondents, Case No. 1:15-bk-00545MDF
(Bankr. M.D. Pa.).
A full-text copy of Judge France's December 7, 2015 opinion is
available at http://is.gd/H9xKTpfrom Leagle.com.
Dryden Advisory Group, LLC is represented by:
Henry W Van Eck, Esq.
METTE, EVANS, & WOODSIDE
3401 North Front Street
Harrisburg, PA 17110-0950
Tel: (717) 232-5000
Fax: (717) 236-1816
Email: hwvaneck@mette.com
EIG INVESTORS: Moody's Affirms B2 CFR & Rates $175MM Facility B1
----------------------------------------------------------------
Moody's Investors Service affirmed EIG Investors Corp.'s (EIG) B2
Corporate Family Rating (CFR) and assigned a B1 rating to the
proposed $175 million of revolving credit facilities and $735
million of incremental first lien term loans, and a Caa1 rating to
the new $350 million of senior unsecured notes. As a result of the
addition of the senior unsecured notes in the capital structure,
Moody's upgraded EIG's Probability of Default Rating to B2-PD from
B3-PD and the rating for its upsized first lien credit facilities
to B1 from B2. EIG is issuing $735 million of incremental term
loans and $350 million of senior notes to finance the acquisition
of Constant Contact, Inc. The ratings have a stable outlook.
RATINGS RATIONALE
Moody's affirmed EIG's B2 CFR consistent with its ratings action on
Nov. 6, 2015, following EIG's announcement of its plans to acquire
Constant Contact for about $1.1 billion. The debt-financed
acquisition will raise EIG's reported leverage significantly above
its intermediate term target range of about 4x on its reported debt
to adjusted EBITDA basis. Moody's expects EIG's total debt to
EBITDA to increase from about 5x to over 7x (Moody's adjusted,
including deferred acquisition consideration as debt), before the
$55 million of targeted cost savings are included. The company
expects to realize the cost synergies on a run-rate basis by the
end of the first year after the acquisition. Absent further debt
financed acquisitions, Moody's expects EIG's leverage to decline to
about 5x toward the end of 2017 from organic EBITDA growth and
realization of synergies. The affirmation of the B2 CFR
additionally reflects Moody's assumptions that the pending
investigation of EIG's parent company's financial disclosures will
have no material impact on its reported cash flow and credit
metrics.
The B2 CFR reflects EIG's acquisitive growth strategy and high
financial risk tolerance. EIG's rapid growth over the last several
years has resulted mainly from debt-funded acquisitions and Moody's
expects the company to continue to be a consolidator in its
fragmented industry. Notwithstanding management's good track
record of integrating over 40 acquisitions and achieving
significant cost savings from its larger acquisitions, the
acquisition of Constant Contact is the largest for EIG and
anticipated improvements in credit metrics will depend on
maintaining high growth rates for the combined companies and timely
attainment of cost savings. EIG's ratings also reflect the
intensely competitive domain name and web hosting services
industry. Although the industry has very good revenue growth
prospects, it is characterized by low barriers to entry, modest
pricing power for basic products, and low attach rates for add-on
services that result in low average revenues per subscribers.
However, the B2 CFR is supported by EIG's enhanced scale and its
leading market position in the U.S. web hosting market through its
multiple brands. EIG generates recurring revenues from a highly
diversified customer base with low revenue attrition rates. Moody's
expects the company to generate free cash flow of about 7% to 8% of
total adjusted debt in 2016, pro forma for the acquisition and
including restructuring costs, increasing to about 9% to 10% of
total debt in 2017.
The stable outlook reflects Moody's expectations of organic revenue
and adjusted EBITDA growth in the high single digit percentages
over the next 12 to 18 months.
The SGL-2 liquidity rating is based on Moody's view that EIG will
maintain good liquidity over the next 12 months, primarily
supported by its free cash flow, availability under the new $175
million revolving credit facility and $34 million of cash at
Sept. 30, 2015.
Moody's could downgrade EIG's ratings if operating performance
substantially deteriorates due to operational challenges, increases
in customer churn rates, or weak organic subscriber growth.
Specifically, EIG's ratings could be downgraded if the company is
unlikely to maintain leverage (total debt/cash flow from operations
plus interest expense, Moody's adjusted) below 6.5x and free cash
flow falls below 5% of total debt for an extended period of time.
The ratings could be pressured if the pending investigation by the
SEC results in a material restatement of the financial accounts for
the prior periods.
Moody's could upgrade EIG's ratings if the company maintains
organic revenue growth in the high single digit percentages and
demonstrates a commitment to balanced financial policies. EIG's
ratings could be raised if Moody's believes that the company could
sustain free cash flow in the high single digit percentages of
total debt and leverage below 5x (total debt/cash flow from
operations plus interest expense, Moody's adjusted).
Ratings affirmed:
Issuer: EIG Investors Corp.
Corporate Family Rating -- B2
Speculative Grade Liquidity Rating: SGL-2
Ratings Upgraded:
Issuer: EIG Investors Corp.
Probability of Default Rating -- B2-PD, from B3-PD
$1,029 million (outstanding) senior secured 1st lien term loan
facility due 2019 -- B1 (LGD 3) from B2 (LGD 3)
Ratings Assigned:
Issuer: EIG Investors Corp.
$175 million senior secured revolving credit facility -- B1
(LGD 3)
$735 million incremental 1st lien term loans due 2023 -- B1
(LGD 3)
$350 million senior unsecured notes due 2025 -- Caa1 (LGD 6)
Ratings to be Withdrawn:
Issuer: EIG Investors Corp.
$125 million senior secured revolving credit facility due
2016 -- B2 (LGD 3), to be withdrawn upon cancellation of debt
Outlook Actions:
Issuer: EIG Investors Corp.
Outlook: Stable
EIG is a direct subsidiary of Endurance International Group
Holdings, Inc. Endurance International Group Holdings, Inc. is a
leading provider of web hosting and other online services primarily
to small and medium size businesses.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
ELEPHANT TALK: Appoints Gary Brandt Chief Restructuring Officer
---------------------------------------------------------------
Elephant Talk Communications Corp. has made a series of executive
and board appointments as part of its plan to restructure its
global business under Hal Turner, recently appointed Executive
Chairman.
The executive appointments and transitions include:
* Mr. Gary Brandt has been named chief restructuring officer of
the Company responsible for leading the transition and
reorganization of Elephant Talk's global operations. In this
capacity, Finance, Legal and Human Resources will report to
him directly. Mr. Brandt has 35 years' C-level and executive
finance leadership experience in high technology environments
serving at several public companies including Arbinet
Corporation, Hydrogenics Corporation, SatCon Technology Inc.,
MCI, and Nortel.
* Dr. Armin Hessler, formerly co-president of Elephant Talk's
Mobile Platform business, has been appointed as chief
operating officer of the Company.
* Mr. Robert Skaff has been elected as a new independent
director replacing Mr. Jaime Bustillo. Mr. Skaff is the
founder of DiNotte Lighting Hampton which has developed world-
class OEM and recreational lighting products since 2005. Mr.
Skaff was previously the president of ID Control, a
manufacturer of patented mobile video equipment for police
vehicles and was a principal and director of Management
Information Systems at Johnson and Johnston Associates which
was later acquired by a subsidiary of Japan Energy.
* Tim Payne, currently President of ETNA, Elephant Talk's North
American operations has stepped down as the Interim CEO. Mr.
Payne remains President of ETNA.
"When I assumed the role of Executive Chairman last month, one of
my first priorities was to undertake an extensive top to bottom
review of the Company. With today's appointments, we have begun
implementing the first of a number of critical improvements to our
organizational structure, adding talent which we expect will
improve our business operations, technological developments and our
ability to deliver the best services and support to our growing
customer base,' said Hal Turner, executive chairman of the Board of
Elephant Talk Communications Corp. "With Gary Brandt's appointment
to lead the restructuring and the expansion of Armin Hessler's
responsibilities, we are building a foundation of world-class
leadership to run our global business operations that will
complement Elephant Talk's world-class technology. We expect to
announce additional executive appointments in the first half of
2016."
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $21.9 million in 2014, a net
loss of $25.5 million in 2013 and a net loss of $23.1 million in
2012.
As of Sept. 30, 2015, the Company had $30.7 million in total
assets, $14.3 million in total liabilities and $16.4 million in
total stockholders' equity.
ELEPHANT TALK: Stockholders Elect 6 Directors
---------------------------------------------
Elephant Talk Communications Corp. held its annual meeting on
Dec. 16, 2015, its annual meeting of stockholders at which
At the 2015 annual meeting of stockholders of Elephant Talk
Communications Corp. held on Dec. 16, 2015, the stockholders:
(a) elected Robert Hal Turner, Yves van Sante, Roderick de
Greef, Carl Stevens, Robert Skaff and Dr. Francisco Ros
as directors to hold office until the next annual meeting of
stockholders and until their successors are duly elected and
qualified;
(b) ratified the appointment of Squar Milner as the Company's
independent registered public accounting firm for the fiscal
year ending Dec. 31, 2015; and
(c) approved the compensation of the Company's executives.
Mr. Skaff is the founder of DiNotte Lighting Hampton which has
developed world class OEM and recreational lighting products since
2005. Mr. Skaff was the president of ID Control, an innovative
manufacture of patented mobile video equipment for police cars from
2001 to 2004 when ID Control was acquired by Decatur Electronics
Decatur. Prior to ID Control, Mr. Skaff was a principal and
director of Management Information Systems at Johnson and Johnston
Associates which was later acquired by a subsidiary of Japan
Energy.
Upon election at the Meeting, Mr. Skaff will receive compensation
for his service as a director equal to an annual base salary of
$90,000, to be paid quarterly in arrears. In the first year of
service a minimum of 50% of the compensation will be payable in
shares of the Company's common stock based on a price of to the
then-current market price, which is currently set at 25% of the
average closing price of the Company's common stock for the last 10
trading days of the then-current fiscal quarter.
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $21.9 million in 2014, a net
loss of $25.5 million in 2013 and a net loss of $23.1 million in
2012.
As of Sept. 30, 2015, the Company had $30.7 million in total
assets, $14.3 million in total liabilities and $16.4 million in
total stockholders' equity.
EMMAUS LIFE: Board Appoints Yutaka Niihara President and CEO
------------------------------------------------------------
The Board of Directors of Emmaus Life Sciences, Inc., appointed
Yutaka Niihara, M.D., MPH, the president and chief executive
officer of the Company.
Dr. Niihara, 55, previously served as the president and chief
executive officer of the Company from May 2011 until April 2015.
From April 2015 until December 2015, he served as chief scientific
officer of the Company. He has also served as the president, chief
executive officer and chairman of the Board of Emmaus Medical, Inc.
since 2003. Since May 2005, Dr. Niihara has also served as the
president, chief executive officer and medical director of Hope
International Hospice, Inc. From June 1992 to October 2009, Dr.
Niihara served as a physician specialist for Los Angeles County.
Dr. Niihara is the principal inventor of the patented L-glutamine
therapy for treatment of sickle cell disease, has been involved in
patient care and research for sickle cell disease during most of
his career and is a widely published author in the area of sickle
cell disease. Dr. Niihara is board-certified by the American Board
of Internal Medicine/Medical Oncology and the American Board of
Internal Medicine/Hematology. He is licensed to practice medicine
in both the U.S. and Japan. Dr. Niihara is a Professor of Medicine
at the David Geffen School of Medicine at UCLA. He received his
B.A. in Religion from Loma Linda University in 1982 and obtained
his MD degree from the Loma Linda University School of Medicine in
1986 and received his MPH from Harvard School of Public Health in
2006.
On April 8, 2015, Dr. Niihara loaned $500,000 to the Company in
consideration of a demand note with an interest rate of 10% per
annum. As of Dec. 22, 2015, $500,000 of principal on this note
remains outstanding, a total amount of $534,658 of principal and
accrued interest is outstanding, and no principal has been paid on
such note since its issuance. Further, on May 21, 2015, Dr.
Niihara loaned $826,105 to the Company in consideration of a
[demand] note with an interest rate of 10% per annum. As of
Dec. 22, 2015, $826,105 of principal on this note remains
outstanding, a total amount of $873,634 of principal and accrued
interest is outstanding, and no principal has been paid on such
note since its issuance. Additionally, on Sept. 29, 2015, Dr.
Niihara loaned the Company an additional $100,000 in consideration
of a convertible note with an interest rate of 10% per annum. As
of Dec. 22, 2015, $100,000 of principal on this note remains
outstanding, a total amount of $102,164 of principal and accrued
interest is outstanding, and no principal has been paid on such
note since its issuance. Last, on Nov. 16, 2015, Dr. Niihara and
his wife Soomi Niihara loaned $200,000 to the Company in
consideration of a convertible note with an interest rate of 10%
per annum. As of Dec. 22, 2015, $200,000 of principal on this note
remains outstanding, a total amount of $201,699 of principal and
accrued interest is outstanding, and no principal has been paid on
such note since its issuance.
Pursuant to Dr. Niihara's employment agreement with the Company,
dated as of April 5, 2011, the term of Dr. Niihara's employment is
two years and automatically extends for additional one-year terms
unless no less than 60 days' prior written notice of non-renewal is
given by Dr. Niihara or the Company. Dr. Niihara's base salary
under his employment agreement is $250,000 per year, to be reviewed
at least annually.
Simultaneously with Dr. Niihara's appointment on Dec. 16, 2015, the
Executive Committee consisting of executive officers Peter Ludlum
and Lan Tran that carried out the roles and responsibilities of the
Company's CEO on an interim basis was automatically terminated.
The appointment of the Executive Committee was disclosed by the
Company on the Current Report on Form 8-K filed on April 16, 2015,
with the Securities and Exchange Commission. Mr. Ludlum continues
to serve as the Company's executive vice president and chief
financial officer, and Ms. Tran continues to serve as the Company's
chief administrative officer and corporate secretary.
Also on Dec. 16, 2015, the Board also appointed Willis C. Lee, M.S.
to serve as a director of the Company. The appointment of Mr. Lee
was effective upon the acceptance of his appointments, which
acceptance occurred on Dec. 16, 2015. Pursuant to Mr. Lee's
employment agreement with the Company, dated as of April 5, 2011,
the term of Mr. Lee's employment is two years and automatically
extends for additional one-year terms unless no less than 60 days'
prior written notice of non-renewal is given by Mr. Lee or the
Company. Mr. Lee's base salary under his employment agreement is
$180,000 per year, to be reviewed at least annually.
Mr. Lee, 55, has served as chief operating officer of the Company
since May 2011. Mr. Lee served as a director of Emmaus Life
Sciences, Inc. from May 2011 to May 2014 and also served as the
co-chief operating officer and chief financial officer and as a
director of Emmaus Medical from March 2010 to May 2011. Prior to
that, he was the controller at Emmaus Medical from February 2009 to
February 2010. From 2004 to 2010, Mr. Lee led worldwide sales and
business development of Yield Dynamics product group at MKS
Instruments, Inc., a provider of instruments, subsystems, and
process control solutions for the semiconductor, flat panel
display, solar cell, data storage media, medical equipment,
pharmaceutical manufacturing, and energy generation and
environmental monitoring industries.
Furthermore, on Dec. 16, 2015, the Board also appointed Jon
Kuwahara and Masaharu Osato, M.D., to serve as directors of the
Company. The elections of Mr. Kuwahara and Dr. Osato are
contingent upon the satisfactory completion of background checks
and other diligence to be performed by the Board. Mr. Kuwahara is
expected to become the chairman of the Company's Audit Committee,
as well as the Company's Compensation, Nominating and Corporate
Governance Committee. Dr. Osato is expected to serve on the
Company's Audit Committee and the Company's Compensation,
Nominating and Corporate Governance Committee.
Mr. Kuwahara, 50, has served as corporate controller of Avanir
Pharmaceuticals, a biopharmaceutical company focused on acquiring,
developing, and commercializing therapeutic products for the
treatment of central nervous system disorders, since 2014. Mr.
Kuwahara also briefly served as a consultant for Avanir between
August 2010 and November 2010. Between 2010 and 2014, Mr. Kuwahara
served as Associate Director of Finance and Assistant Corporate
Controller of Questcor Pharmaceuticals, a specialty pharmaceutical
company. Between 2003 and 2009, Mr. Kuwahara provided consultant
services for Resources Global Professionals, a global project-based
professional services firm, and between 1999 and 2003 he served as
Solutions Consultant for Lawson Software, a provider of enterprise
software solutions specializing in service industries. Between
1988 and 1999, Mr. Kuwahara held positions as Controller, Director
of Finance and Senior Accountant with companies in various
industries around the U.S. Mr. Kuwahara holds a B.B.A. with
emphasis in accounting from the University of Hawaii and is a
certified public accountant in California (active license) and
Hawaii (inactive license). The Board believes that Mr. Kuwahara is
qualified to serve as a director of the Company due to his business
and financial management experience.
Dr. Osato, 61, has been practicing gastroenterology and internal
medicine at his private practice, the Osato Medical Clinic, Inc. in
Torrance, CA, since 2001. Between 1998 and 2001 he completed a GI
Fellowship at the Harbor UCLA Medical Center. Between 1993 and
1997 and 1988 and 1993, respectively, Dr. Osato served as General
Internist and Director of Health Screening Center at the Tokyo
Adventist Hospital in Tokyo, Japan, and at the Kobe Adventist
Hospital in Kobe, Japan. He attended the Loma Linda University
School of Medicine in California between 1979 and 1983 and
completed an internal medicine residency at the Kettering Memorial
Medical Center at the Write State University between 1983 and 1986.
Between 1986 and 1988 he completed a pediatric residency at the
Lorna Linda University Medical Center. The Board believes that Dr.
Osato is qualified to serve as a director of the Company due to his
extensive knowledge of and experience in the GI sector.
Each non-employee member of the Board, including Dr. Osato and Mr.
Kuwahara, provided that Mr. Kuwahara and Dr. Osato satisfactory
complete their respective background checks, is entitled to receive
the same standard compensation for service on the Board and its
committees.
Also on Dec. 16, 2015, Scott Gottlieb tendered his resignation from
the Board, effective immediately. Mr. Gottlieb was a member of the
Audit Committee prior to his resignation.
About Emmaus Life
Emmaus Life Sciences, Inc., is engaged in the discovery,
development, and commercialization of treatments and therapies
primarily for rare and orphan diseases. This biopharmaceutical
company's headquarters is in Torrance, California.
Emmaus Life reported a net loss of $20.8 million on $500,700 of net
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $14.06 million on $391,000 of net revenues for the year ended
Dec. 31, 2013.
As of March 31, 2015, the Company had $2.2 million in total assets,
$24.3 million in total liabilities and a $22.1 million total
stockholders' deficit.
KPMG LLP, in San Diego, California, issued a "going Concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that the
Company has suffered recurring losses from operations, has
significant amounts of debt due within a year, and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
EMPIRE RESORTS: Awarded Gaming Facility License by NYSGC
--------------------------------------------------------
Empire Resorts Inc., through a wholly-owned subsidiary, Montreign
Operating Company, LLC, was awarded a gaming facility license to
operate a resort casino to be named Montreign Resort Casino at the
site of Adelaar, a four-season destination resort planned for the
Town of Thompson in Sullivan County 90 miles from New York City.
The gaming facility license awarded by the New York State Gaming
Commission will be effective on the earlier of March 1, 2016, or
payment of certain financial commitments required by the Upstate
New York Gaming and Economic Development Act, and is subject to
various conditions.
"This is a historic day for our Company, for the people of Sullivan
County and for the entire Mid-Hudson region, and I thank the NYSGC
for their hard work and dedication in completing a fair and
comprehensive licensing process," said Empire Chairman of the Board
Emanuel Pearlman. "With the awarding of a gaming facility license
by the NYSGC, we can expeditiously move forward and construct a
resort destination that is more than just a casino; rather, it is a
part of a $1.3 billion fully master-planned, sustainable,
integrated gaming and destination resort."
The award of the gaming facility license follows Montreign's
selection in December 2014 by the New York State Gaming Facility
Location Board as the sole Catskill/Hudson Valley Region One casino
applicant eligible to apply to the NYSGC for a gaming facility
license. Montreign Resort Casino is to be located on 1,700 acres
owned by two wholly-owned subsidiaries of EPR Properties.
Beautifully situated in the pristine Catskills, Montreign Resort
Casino is poised to become what will be one of the most
comprehensive destination gaming resorts in the northeastern United
States. Montreign Resort Casino is designed to meet 5-star and
5-diamond standards and is anticipated to feature:
* A 90,000 square foot casino floor featuring 2,150 slot
machines, 102 table games and a 14 - 16 table poker room
(inclusive of the poker room and VIP and high-limit areas);
* Designated VIP/high-limit areas within such gaming floor
which will offer a minimum of 26 slot machines, 8 table
games, and a player's lounge with food and beverages;
* An 18 story hotel tower containing 332 luxury rooms
(including at least eight 1,000 - 1,200 square foot garden
suites, seven 1,800 square foot, two story townhouse villas,
and 12 penthouse-level suites), indoor pools and fitness
center;
* A VIP floor containing 6 private VIP gaming salons, a private
gaming cage, and butler service;
* 27,000 square feet of multi-purpose meeting and entertainment
space with seating capacity for 1,300 people and a mezzanine
level that includes the 14 -16 table poker room, access to
outdoor terraces and approximately 7,000 square feet of
meeting room space;
* A 7,500 square foot spa; and
* Seven restaurants and four bars.
In addition to Montreign Resort Casino, Adelaar is expected to
include an array of other non-gaming, leisure and recreational
options, such as:
* An Indoor Waterpark Lodge including a hotel, indoor water
parks and other amenities;
* An "Entertainment Village" with dining facilities,
entertainment and retail shops; and
* The "US Open Doctor" Rees Jones renovated 18-hole Monster
golf course.
Montreign Resort Casino is expected to generate four million new
tourist visitations and will create more than 5,000 construction
and permanent jobs in an area with one of highest unemployment
rates in New York State.
Over the past four years, the Company has expended substantial time
and financial resources on designing Montreign Resort Casino and,
in conjunction with EPR, worked with local, state and federal
agencies and officials to obtain necessary permits and approvals to
begin construction.
While site preparation has already begun, with the award of the
gaming facility license, construction can proceed in earnest. The
Company remains committed to utilizing local contractors,
subcontractors and suppliers. The Company has engaged as its
construction manager LPCiminelli. LPC has signed a Project Labor
Agreement with the local unions affiliated with the Hudson Valley
Building and Construction Trades Council. In addition, the Company
has engaged DACK Consulting Group to aid its efforts in reaching
out to the New York MWBE contracting community, as well as to
assist Montreign with its MWBE-purchasing and diversity hiring
efforts. The Company also has a Labor Peace Agreement with the New
York Hotel and Motel Trades Council.
Mr. Pearlman concluded, "Montreign Resort Casino represents an
innovative approach toward gaming and entertainment that we believe
will reimagine, reinvent, and revitalize the Catskills for years to
come. Our intention is simple: the rebirth of the hospitality and
tourism industries in the Catskills. Given the gaming facility
license has now been awarded; we are 'Ready Now' to build and
operate a resort experience seen nowhere else in the United
States."
The Company filed a Current Report on Form 8-K with the Securities
and Exchange Commission with additional information about Montreign
Resort Casino and the award of the gaming facility license, a copy
of which is available at http://is.gd/V7B6PB
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
Empire Resorts reported a net loss applicable to common shares of
$24.1 million on $65.2 million of net revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common shares
of $27.05 million on $70.96 million of net revenues in 2013.
As of Sept. 30, 2015, the Company had $73.4 million in total
assets, $63.4 million in total liabilities and $10 million in total
stockholders' equity.
EVERGREEN ACQCO: Moody's Lowers CFR to Caa1, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Evergreen AcqCo 1 LP's
Corporate Family Rating to Caa1 from B3 and Probability of Default
Rating to Caa1-PD from B3-PD. Moody's also downgraded the ratings
on the company's $75 million revolving credit facility and $715
million term loan to B2 from B1. The ratings outlook is negative.
The downgrade reflects the company's weakened liquidity, and
Moody's view that if current declines in operating performance are
not reversed in 2016, the company could face challenges addressing
its July 2017 revolver maturity in a timely and economical manner.
Moreover, although the settlement related to the Minnesota Attorney
General lawsuit and the company's almost completed registration as
a professional fundraiser in all states of operation are positive,
Savers might have further regulatory exposure if other states
require the implementation of disclosures such as those in
Minnesota.
Moody's took these rating actions on Evergreen AcqCo 1 LP:
-- Corporate Family Rating, downgraded to Caa1
-- Probability of Default Rating, downgraded to Caa1-PD
-- $75 million senior secured revolver, downgraded to B2 (LGD3)
-- $715 million term loan, downgraded to B2 (LGD3) Negative
Outlook
RATINGS RATIONALE
The Caa1 Corporate Family Rating reflects Savers' declining
operating performance trend, which unless reversed, could lead to
challenges restoring positive free cash flow and addressing the
company's 2017 revolver maturity in the context of the company's
weak liquidity and high leverage. Following a decline in 2014,
management adjusted EBITDA decreased by about 25% year-to-date 2015
mainly as a result of lower recycling earnings, currency headwinds,
slow recovery of the acquired stores, and labor cost increases,
which were only partly mitigated by strong growth in same-store
sales and procurement cost savings. As a result, free cash flow
generation has been negative to breakeven since 2014, and access to
the revolver could be constrained in the next 12-18 months given
the limited cushion under the springing covenant. Moody's
anticipates earnings to be about flat in 2016 compared to LTM Q3
2015, as additional recycling price declines and labor cost
pressures offset same-store sales growth and cost reduction
initiatives. Moody's expects credit metrics to be near LTM Q3 2015
levels by year-end 2016, with debt/EBITDA of about 7 times and
EBIT/interest expense just under 1 time (Moody's-adjusted). The
company's fundamental value is supported by the continued strong
performance of its core store base in Canada and the US, resilience
throughout economic cycles, and low fashion risk.
The negative outlook reflects the risk that Savers' modestly
negative free cash flow, and operational and regulatory headwinds
may lead to challenges addressing the revolver maturity.
The ratings could be downgraded if earnings growth does not resume
in 2016 or liquidity deteriorates. The ratings could also be
downgraded if the company encounters further regulatory challenges,
or Moody's believes there is heightened risk of discounted debt
repurchases or other transactions that could be considered a
distressed exchange.
The ratings could be upgraded if the company resumes earnings
growth, generates positive free cash flow and addresses its near
term maturities.
The principal methodology used in these ratings was the Retail
Industry published in October 2015.
Headquartered in Bellevue, Washington, Evergreen AcqCo 1 LP
("Savers") operates roughly 335 for-profit thrift stores in the
United States, Canada, and Australia under the Savers, Value
Village, and Village des Valeurs banners. Revenues for the twelve
months ended September 2015 were approximately $1.2 billion. Since
its July 2012 LBO, Savers has been owned by Leonard Green &
Partners, L.P. and TPG Capital (approximately 45.5% in aggregate,
split evenly between the two) in partnership with Savers' chairman
Thomas Ellison (45.5%), and management and others (9%).
FAIRMOUNT SANTROL: S&P Lowers CCR to B on Weaker Credit Measures
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Chesterland, Ohio-based industrial sand producer
Fairmount Santrol Inc. to 'B' from 'BB-'. The outlook is stable.
At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'B' from 'BB-'. The '4' recovery
rating on the debt remains unchanged and indicates S&P's
expectation of average (30% to 50%; upper half of the range)
recovery in the event of a payment default.
"The stable rating outlook reflects our expectation that Fairmount
will maintain leverage of about 8x and funds from operations to
debt below 12% over the next 12 months amid the challenging frac
sand market environment," said Standard & Poor's credit analyst
Ryan Gilmore. "In addition, the stable outlook reflects our view
that Fairmount should maintain adequate liquidity given its
significant cash balance."
S&P would consider a negative rating action if Fairmount's cash and
available committed borrowing capacity fell below levels supportive
of a strong liquidity assessment. A negative rating action could
also occur if EBITDA interest coverage were sustained below 1x,
which could occur if demand or pricing for frac sand remained weak
or declined from current levels and 2016 EBITDA fell below $80
million, all else being equal. S&P could also lower the rating if
it revised its assessment of the business risk to weak because the
company's oil and gas end market does not improve as S&P expects
under its base case for 2016.
It is unlikely that S&P would raise the rating in the next 12
months given the current challenges in Fairmount's operating
environment. However, a positive rating action would most likely
result from the company achieving sustainable improvement in credit
measures, with leverage of less than 5x and funds from operations
to debt more than 12%.
FUSION TELECOMMUNICATIONS: Stockholders Elect 9 Directors
---------------------------------------------------------
Fusion Telecommunications International, Inc., held its 2015 annual
meeting of stockholders on Dec. 18, 2015, at 3:00 p.m., New York
city time. The Stockholders elected Marvin S. Rosen, Philip D.
Turits, Matthew D. Rosen, Alan E. Brumberger, Jack Rosen, Paul C.
O'Brien, Michael J. Del Giudice, Larry Blum and William Rubin as
directors. The proposal to ratify the engagement of EisnerAmper
LLP to act as the Company's Independent Registered Public
Accountant for the year ending Dec. 31, 2015, was approved.
About Fusion Telecommunications
New York City-based Fusion Telecommunications International, Inc.,
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.
Fusion incurred a net loss applicable to common shareholders of
$4.31 million in 2014, a net loss applicable to common
shareholders of $5.48 million in 2013 and a net loss applicable to
common stockholders of $5.61 million in 2012.
As of Sept. 30, 2015, the Company had $66.9 million in total
assets, $62.5 million in total liabilities and $4.42 million in
total stockholders' equity.
GELTECH SOLUTIONS: Issues $200,000 Convertible Note to Mr. Reger
----------------------------------------------------------------
GelTech Solutions, Inc. issued Mr. Reger a $200,000 7.5% secured
convertible note in consideration for a $200,000 loan. The note is
convertible at $0.47 per share and matures on Dec. 31, 2020.
Repayment of the note is secured by all of the Company's assets
including its intellectual property and inventory in accordance
with a secured line of credit agreement between the Company and Mr.
Reger. Additionally, the Company issued Mr. Reger 212,766 two-year
warrants exercisable at $2.00 per share.
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.
GelTech Solutions reported a net loss of $5.51 million on $800,000
of sales for the year ended June 30, 2015, compared to a net loss
of $7.11 million on $815,000 of sales for the year ended June 30,
2014.
As of Sept. 30, 2015, the Company had $2.09 million in total
assets, $5.79 million in total liabilities, and a $3.69 million
total stockholders' deficit.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company has a net
loss and net cash used in operating activities in 2015 of $5.51
million and $3.66 million, respectively and has an accumulated
deficit and stockholders' deficit of $40,647,303 and $3,550,528,
respectively, at June 30, 2015. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
GEOMET INC: North Shore, et al., Report 30.7% Stake as of Dec. 9
----------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, North Shore Energy, LLC, Yorktown Energy Partners VIII,
L.P., Yorktown VIII Company LP, Yorktown VIII Associates LLC
disclosed that as of Dec. 9, 2015, they beneficially own
12,437,072 shares of common stock of GeoMet, Inc., representing
30.7 percent of the shares outstanding. A copy of the regulatory
filing is available at http://is.gd/S2LDv9
About Geomet Inc.
Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas. Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia. It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia. As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.
As reported by the TCR on Feb. 20, 2015, GeoMet said it has no
operations and minimal assets, which raises substantial doubt about
its ability to return any additional value to its stockholders.
The Company added it may file a plan of dissolution if it cannot
consummate a corporate transaction/merger prior to the third
quarter of 2015.
As of Sept. 30, 2015, the Company had $18.82 million in total
assets, $138,000 in total liabilities, $52.81 million in series A
convertible redeemable preferred stock and a $34.12 million total
stockholders' deficit.
HALCON RESOURCES: Issues $113 Million New Second Lien Notes
-----------------------------------------------------------
Halcon Resources Corporation issued approximately $112.8 million
aggregate principal amount of its new 12.0% Second Lien Senior
Secured Notes due 2022 to certain holders of its outstanding 9.75%
senior notes due 2020, 8.875% senior notes due 2021 and 9.25%
senior notes due 2022, in exchange for approximately $289.6 million
aggregate principal amount of Senior Unsecured Notes held by such
holders, consisting of approximately $116.5 million principal
amount of 2020 Notes, approximately $137.7 million principal amount
of 2021 Notes and approximately $35.3 million principal amount of
2022 Notes. As a result of the issuance of the New Second Lien
Notes, the borrowing base of the Company's revolving credit
facility was reduced from $850 million to approximately $827.4
million pursuant to the terms of the facility.
The New Second Lien Notes were issued to holders of Senior
Unsecured Notes who validly tendered and did not withdraw their
Senior Unsecured Notes pursuant to the terms of the Company's
exchange offer, which expired at 11:59 p.m. New York City time, on
Dec. 17, 2015. The New Second Lien Notes were issued in accordance
with exemptions from the registration requirements of the
Securities Act of 1933, as amended, afforded by Rule 144A and
Regulation S under the Securities Act.
The New Second Lien Notes are governed by an Indenture, dated as of
Dec. 21, 2015, by and among the Company, certain subsidiaries of
the Company and U.S. Bank National Association, as Trustee, which
contains affirmative and negative covenants that, among other
things, limit the ability of the Company and the Guarantors to
incur indebtedness; purchase or redeem stock or subordinated
indebtedness; make investments; create liens; enter into
transactions with affiliates; sell assets; refinance certain
indebtedness; merge with or into other companies or transfer
substantially all of their assets; and, in certain circumstances,
to pay dividends or make other distributions on stock. The
Indenture also contains customary events of default. Upon the
occurrence of certain events of default, the New Notes Trustee or
the holders of the New Second Lien Notes may declare all
outstanding New Second Lien Notes to be due and payable
immediately. The New Second Lien Notes are fully and
unconditionally guaranteed on a senior basis by the Guarantors and
by certain future subsidiaries of the Company.
The New Second Lien Notes are secured by second-priority liens on
substantially all of the Company's and the Guarantors' assets that
secure the Company's revolving credit facility, its 8.625% Senior
Secured Notes due 2020 and its 13.0% Third Lien Senior Secured
Notes due 2022. Pursuant to the terms of the Intercreditor
Agreement, the security interest in the Collateral securing the New
Second Lien Notes and the guarantees are (i) contractually
subordinated to liens that secure the Company's revolving credit
facility and certain other permitted indebtedness, (ii)
contractually equal with the liens that secure the Existing Second
Lien Notes and other future parity obligations and (iii)
contractually senior to the liens securing junior lien obligations
(including the Third Lien Notes). Consequently, the New Second
Lien Notes and the guarantees are effectively subordinated to the
revolving credit facility and such other indebtedness, effectively
equal to the Existing Second Lien Notes and effectively senior to
the Third Lien Notes, any outstanding Senior Unsecured Notes or
other unsecured debt of the Company, in each case to the extent of
the value of the Collateral. The Collateral does not include any
of the assets of HK TMS, LLC, a wholly owned subsidiary of the
Company, or any of the Company's future unrestricted subsidiaries.
Interest is payable on the New Second Lien Notes on February 15 and
August 15 of each year, beginning on Feb. 15, 2016. The New Second
Lien Notes will mature on Feb. 15, 2022.
At any time prior to Aug. 15, 2018, the Company may redeem the New
Second Lien Notes, in whole or in part, at a redemption price equal
to 100% of their principal amount plus a make-whole premium,
together with accrued and unpaid interest, if any, to the
redemption date.
Additionally, the Company may redeem up to 35% of the New Second
Lien Notes on or prior to Aug. 15, 2018, for a redemption price of
112.000% of the principal amount thereof, plus accrued and unpaid
interest, utilizing net cash proceeds from certain equity
offerings. In addition, upon a change of control of the Company,
holders of the New Second Lien Notes will have the right to require
the Company to repurchase all or any part of their New Second Lien
Notes for cash at a price equal to 101% of the aggregate principal
amount of the New Second Lien Notes repurchased, plus any accrued
and unpaid interest.
Collateral Trust Joinder;
Amendment to Second Lien Security Agreement
On Dec. 21, 2015, in connection with the Indenture, the New Notes
Trustee entered into a Collateral Trust Joinder with U.S. Bank
National Association, as the collateral trustee, in which the New
Notes Trustee agreed to become a party to the Collateral Trust
Agreement, dated as of May 1, 2015, among the Company, the
Guarantors, U.S. Bank National Association, as Trustee with respect
to the Existing Second Lien Notes, and the Collateral Trustee, as a
Parity Lien Representative. Pursuant to the Collateral Trust
Agreement, the Collateral Trustee receives, holds, administers,
maintains, enforces and distributes the proceeds of all liens upon
any property of the Company, or any Guarantor at any time held by
it, in trust for the benefit of the current and future holders of
the second lien obligations.
Joinder to Intercreditor Agreement
On Dec. 21, 2015, the Collateral Trustee, the New Notes Trustee,
U.S. Bank National Association, as Third Lien Collateral Trustee,
and JPMorgan Chase Bank, N.A., as Priority Lien Agent, entered into
a Priority Confirmation Joinder to the Intercreditor Agreement,
dated May 1, 2015, governing the relationship of the lenders under
the Company's revolving credit facility and holders of other
priority lien debt (if any), the holders of the Company's Existing
Second Lien Notes, New Second Lien Notes and other second lien debt
(if any), and the holders of the Third Lien Notes and other third
lien debt (if any) with respect to Collateral and certain other
matters. Pursuant to the Joinder, the New Notes Trustee agreed to
become a party to the Intercreditor Agreement on behalf of the
holders of the New Second Lien Notes.
About Halcon Resources
Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States. This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.
As of Sept. 30, 2015, the Company had $4.25 billion in total
assets, $3.62 billion in total liabilities, $156 million in
redeemable noncontrolling interest and $473 million in total
stockholders' equity.
* * *
As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.
In September 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Oklahoma City-based Halcon Resource
Corp. to 'SD' (selective default) from 'B-'. "The downgrade
follows Halcon's announcement that it reached an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for new senior secured third-lien notes," said Standard &
Poor's credit analyst Ben Tsocanos.
ICTS INTERNATIONAL: Incurs $4.2M Net Loss in H1 2015
----------------------------------------------------
ICTS International N.V. reported a net loss of $4.25 million on
$85.0 million of revenue for the six months ended June 30, 2015,
compared with a net loss of $2.55 million on $82.5 million of
revenue for the same period during the prior year. As of June 30,
2015, the Company had $37.2 million in total assets, $80.7 million
in total liabilities and a total shareholders' deficit of $43.5
million. A full-text copy of the Quarterly Report is available at
http://is.gd/Use6f7
About ICTS International
ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.
ICTS specializes in the provision of aviation security and other
aviation services. Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.
ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.
In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.
Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has a history of
losses from continuing operations, negative cash flows from
operations and a working capital and shareholders' deficit.
Collectively, these conditions raise substantial doubt about the
Company's ability to continue as a going concern.
IMAGEWARE SYSTEMS: Extends Executives Employment Term to Dec. 2016
------------------------------------------------------------------
ImageWare Systems, Inc. entered into amendments to the employment
agreements for Messrs. S. James Miller, Jr., Wayne Wetherell and
David Harding, the Company's Chairman of the Board of Directors and
chief executive officer, chief financial officer, and chief
technical officer, respectively. Effective Dec. 14, 2015, the term
of each executive officer's employment agreement was extended until
Dec. 31, 2016.
About ImageWare Systems
Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization. Its "flagship" product
is the IWS Biometric Engine. Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes. The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials. Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.
Imageware Systems incurred a net loss of $9.84 million in 2013, a
net loss of $10.2 million in 2012 and a net loss of $3.18 million
in 2011.
As of Sept. 30, 2015, the Company had $10.32 million in total
assets, $4.43 million in total liabilities and $5.89 million in
total shareholders' equity.
INTELLIPHARMACEUTICS INT'L: To Present at Biotech Showcase
----------------------------------------------------------
Intellipharmaceutics International Inc. announced that the Company
has been selected to deliver a corporate presentation at the annual
Biotech ShowcaseTM conference on Jan. 13, 2016. Domenic Della
Penna, chief financial officer, will be presenting at 3:00 p.m.
(Pacific Time) in the Parc 55 in San Francisco, California.
The presentation may be accessed through the Investor Relations'
Events and Presentations section on Intellipharmaceutics' Web
site at www.intellipharmaceutics.com.
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology,
Intellipharmaceutics has a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.
Intellipharmaceutics reported a net loss of $3.85 million on $8.76
million of revenues for the year ended Nov. 30, 2014, compared with
a net loss of $11.5 million on $1.52 million of revenues for the
year ended Nov. 30, 2013.
As of Aug. 31, 2015, the Company had $6.21 million in total assets,
$3.87 million in total liabilities and $2.34 million in
shareholders' equity.
Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Nov. 30, 2014, citing that the Company's recurring losses
from operations and the accumulated deficit raise substantial doubt
about the Company's ability to continue as a going concern.
INTERNATIONAL BRIDGE: Wants Plan Filing Deadline Reset to March 2
-----------------------------------------------------------------
International Bridge Corporation asks the U.S. Bankruptcy Court for
the District of Kansas to further extended its exclusive periods to
file a plan of reorganization and a disclosure statement describing
that plan until March 2, 2016, and to solicit acceptances of that
plan until May 3, 2016.
The Debtor's current plan filing deadline was slated to expire on
Dec. 3, 2015, absent an extension.
About International Bridge
International Bridge Corporation, a contractor for government
projects in the South Pacific and Guam, sought Chapter 11
protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on
May
7, 2015. Robert Toelkes, the sole shareholder and manager, signed
the petition. The Debtor disclosed total assets of $17.4 million
and total debt of $27.4 million.
The case is assigned to Judge Robert D. Berger. The Debtor tapped
Stevens & Brand, LLP, as its counsel. Foulston Siefkin, LLP,
serves as the Debtor's special litigation counsel. Robert G.
Nath,
PLLC, represents the Debtor as special tax counsel.
MENTOR CAPITAL: Deficit, Losses Raise Going Concern Doubt
---------------------------------------------------------
Mentor Capital, Inc., incurred a net loss of $162,616 for the
quarter ended September 30, 2015, compared to a net loss of
$177,425 for the same period in 2014.
Chet Billingsley, chief executive officer, and Lori Stansfield,
chief financial officer of the company said in a November 10, 2015
regulatory filing with the U.S. Securities and Exchange Commission,
"As shown in the accompanying financial statements, the company has
a significant accumulated deficit of $4,182,992 as of September 30,
2015. The company also continues to experience negative cash flows
from operations. The company will be required to raise additional
capital to fund its operations, and will continue to attempt to
raise capital resources from both related and unrelated parties
until such time as the company is able to generate revenues
sufficient to maintain itself as a viable entity.
"These factors have raised substantial doubt about the company's
ability to continue as a going concern."
Mr. Billingsley and Ms. Stansfield stated: "There can be no
assurances that the company will be able to raise additional
capital or achieve profitability. However, the company has 13
million warrants outstanding, any fraction of which the Company can
reset the exercise price substantially below the current market
price.
"The company raised approximately $313,407 from partial warrant
redemptions from February 9, 2015 through September 30, 2015. In
addition, in August 2015, the company received $120,000 in exchange
for to-be created Mentor Series C convertible preferred shares.
The company estimates it has adequate cash reserves to support
three to six months of operation. Management's plans include
increasing revenues through acquisition, investment, and organic
growth. This is to be funded by raising additional capital through
the sale of equity securities and debt.
"We experienced significant operating losses ($572,831) for the
nine months ended September 30, 2015 and ($581,088) for the nine
months ended September 30, 2014, liquidity constraints and negative
cash flows from operations. We anticipate that current cash
resources will be sufficient for us to execute our business plan
through the end of the 2015. If we are unable to make a return on
our investments to generate positive cash flow and cannot obtain
sufficient capital from non-portfolio-related sources to fund
operations and pay liabilities in a timely manner, we may have to
cease our operations. Securing additional sources of financing to
enable us to continue the investing in the cannabis and medical
fields will be difficult and there is no assurance of our ability
to secure such financing. A failure to obtain additional financing
and generate positive cash flow from operations could prevent us
from making expenditures that are needed to pay current
obligations, allow us to hire additional personnel and continue to
seek out and invest in new technology and service companies.
"This leaves doubt as to our ability to continue as a going
concern."
At September 30, 2015, the company had total assets of $5,018,254,
total liabilities of $1,389,560, and total shareholders' equity of
$3,628,694.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/h3a7t7s
Ramona, California-based Mentor Capital, Inc. (OTCQB: MNTR)
acquires and provides liquidity to medical and social use cannabis
companies. Mentor Capital still retains only minor cancer
investments and will complete the shift to the cannabis marketplace
as profitable opportunities to exit present themselves.
MERRIMACK PHARMACEUTICALS: Closes $175M Secured Notes Offering
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., closed a private placement of $175
million in aggregate principal amount of its senior secured notes
due 2022. The Notes were sold only to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act of
1933, as amended. The Notes were sold at a price equal to 100% of
the principal amount of the Notes. The Notes are senior secured
obligations of Merrimack and will mature on Dec. 15, 2022, unless
earlier redeemed or repurchased in accordance with their terms
prior to such date. The Notes bear interest at a rate of 11.5% per
year, payable semi-annually.
Merrimack intends to use a portion of the net proceeds to repay all
outstanding obligations under its loan and security agreement, as
amended, with Hercules Technology Growth Capital, Inc. Merrimack
intends to use the remaining net proceeds for working capital and
other general corporate purposes.
"We are pleased this transaction has enhanced our cash position and
will allow us to independently pursue the potential registration
opportunity for MM-121 in non-small cell lung cancer announced
today," said Robert Mulroy, Merrimack president and CEO. "The funds
from this transaction will support the late stage development of
MM-302 and MM-121 as they progress towards potential registration
opportunities, continued investment in ONIVYDE and general
corporate purposes."
Morgan Stanley & Co. LLC acted as sole placement agent for the
transaction.
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
Merrimack reported a net loss of $83.6 million on $103 million of
collaboration revenues for the year ended Dec. 31, 2014, compared
with a net loss of $131 million on $47.8 million of collaboration
revenues during the prior year.
As of Sept. 30, 2015, the Company had $103 million in total assets,
$243 million in total liabilities, $481,000 in non-controlling
interest and a $141.14 million total stockholders' deficit.
METROGATE LLC: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Metrogate, LLC
fka Advance Realty Group, LLC
A Delaware Limited Liability Company
1041 U.S. Highway 202/206
Bridgewater, NJ 08807
Case Number: 15-12593
Involuntary Chapter 11 Petition Date: December 22, 2015
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Kevin J. Carey
Petitioners' Counsel: Blake M. Cleary, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Fax: 302-571-1253
Email: bankfilings@ycst.com
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Taberna Preferred Note $33,623,452
Funding I, Ltd.
c/o TP Management LLC
1345 Avenue of the Americas
New York, NY 10105
Taberna Preferred Note $9,225,265
Funding II, Ltd.
c/o TP Management LLC
1345 Avenue of the Americas
New York, NY 10105
Taberna Preferred Note $32,707,760
Funding IV, Ltd.
c/o TP Management LLC
1345 Avenue of the Americas
New York, NY 10105
Taberna Preferred Note $5,031,963
Funding VI, Ltd.
c/o TP Management LLC
1345 Avenue of the Americas
New York, NY 10105
NAB HOLDINGS: S&P Cuts CCR to 'B+' on Weak Operating Profitability
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Troy, Mich.-based NAB Holdings LLC to 'B+' from
'BB-'. The outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's first-lien credit facility to 'B+' from 'BB' and revised
the recovery rating to '3' from '2'. The '3' recovery rating
indicates S&P's expectation for a "meaningful" (50% to 70%; upper
end of the range) recovery in the event of payment default.
"Our downgrade of NAB to 'B+' reflects the company's elevated costs
related to its integration of recent acquisitions, which have
resulted in higher debt and lower EBITDA than we had anticipated
and an EBITDA cushion of about 3.5% as of Sept. 30, 2015 under its
net leverage financial maintenance covenant of its credit
facility," said Standard & Poor's credit analyst Peter Bourdon.
EBITDA in the third quarter decreased 8.5% year over year due to
the company's building of cash reserves to fund the RCF business.
The company is also in the process of integrating the EPX platform,
which results in higher processing partner fees until the
integration is completed. Other than performance of the recent EPX
acquisition, core business metrics remain stable, including
processing volume, the number active merchant clients, and gross
profit, supporting business stability for the nine months ended
Sept, 30, 2015, with organic processing volume up 9%, active
merchants up about 7%, and gross revenue and gross profit up about
14%.
The negative outlook reflects elevated and ongoing integration
costs related to the 2014 acquisitions of EPX and Rapid Capital
Finance LLC (RCF) that have resulted in the company's thin margin
of EBITDA compliance with its maximum leverage covenant and S&P's
expectation that it will remain tight in 2016.
S&P could lower the rating over the next 12 months if the company
is unable to restore revenue growth, profitability, and free cash
flow and improve its EBITDA cushion, such that free cash flow to
debt improves and sustains to the high single digit percentages or
higher.
S&P could revise the outlook to stable if the company resumes
EBITDA growth and S&P expects free cash flow to debt to sustain in
the high-single-digit area or higher with the company's EBITDA
cushion sustained above 10%.
NATIONAL CINEMEDIA: AMC Reports 28.1% Stake as of Dec. 16
---------------------------------------------------------
AMC Entertainment Holdings, Inc., et al., disclosed in an amended
Schedule 13D filed with the Securities and Exchange Commission that
as of Dec. 16, 2015, they beneficially own 24,062,988 shares of
common stock of National CineMedia, Inc., representing 28.1 percent
of the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/xrTD9Q
About National CineMedia
National CineMedia, Inc., is the holding company of National
CineMedia, LLC. NCM LLC operates the largest digital in-theatre
network in North America, allowing NCM to distribute advertising,
Fathom entertainment programming events and corporate events under
long-term exhibitor services agreements with American Multi-Cinema
Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal
Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment
Group; and Cinemark USA, Inc., a wholly owned subsidiary of
Cinemark Holdings, Inc. NCM LLC also provides such services to
certain third-party theater circuits under "network affiliate"
agreements, which expire at various dates.
As of Oct. 1, 2015, the Company had $1 billion in total assets,
$1.23 billion in total liabilities and a $228 million total
deficit.
* * *
As reported by the TCR on March 24, 2011, Standard & Poor's
Ratings Services raised its corporate credit ratings on
Centennial, Colorado-based National CineMedia Inc. and
operating subsidiary National CineMedia LLC (which S&P analyzes on
a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate
credit rating reflects S&P's expectation that NCM's EBITDA growth
will enable the company to continue to de-lever over the
intermediate term despite its aggressive dividend policy," said
Standard & Poor's credit analyst Jeanne Shoesmith.
NATIONAL CINEMEDIA: S&P Affirms BB- CCR, Outlook Revised to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlooks on Centennial, Colo.-based in-theater media network
operator National CineMedia Inc. (NCM) and the company's operating
subsidiary National CineMedia LLC (NCM LLC) to stable from
negative.
At the same time, S&P affirmed its ratings on both companies,
including its 'BB-' corporate credit ratings.
"The stable outlook reflects our expectation that NCM will continue
to modestly grow revenue and EBITDA as pricing remains relatively
stable and utilization rates continue to improve into 2016," said
Standard & Poor's credit analyst Jawad Hussain. S&P expects that
NCM will continue to experience improving utilization rates and
stable to slightly increasing advertising rates. S&P expects this
to result in adjusted leverage remaining in the mid- to high-3x
area on a sustained basis and the company maintaining "adequate"
liquidity.
S&P could lower its corporate credit rating on NCM if the company's
operating performance deteriorates due to pricing pressure or lower
utilization rates, which could occur if theater attendance falls
precipitously and thus reduces the attractiveness of in-theater
advertising. This scenario would likely result in leverage
increasing to the mid-4x area on a sustained basis or "less than
adequate" liquidity.
An upgrade would likely require the company to change its financial
policy of distributing almost all of its free cash flow as
dividends to shareholders. In addition to a less aggressive
financial policy, the company would need to reduce adjusted
leverage to the low-3x area, which S&P expects would occur as a
result continued operating performance improvement and EBITDA
growth.
NAVIENT CORP: S&P Affirms 'BB/B' ICRs & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Navient Corp. to negative from stable. At the same time, S&P
affirmed its 'BB/B' long- and short-term issuer credit ratings on
Navient. S&P also lowered its senior unsecured debt rating to
'BB-' from 'BB'.
"The outlook revision reflects Navient's significant unsecured debt
maturities coming due over the next five years relative to its
unencumbered assets, including $1.2 billion in 2016,
$1.8 billion in 2017, and $2.8 billion in 2018," said Standard &
Poor's credit analyst Matthew Carroll. "Lowering the senior
unsecured debt rating reflects our expectation that Navient's
tangible unencumbered assets, which were $9.9 billion as of
Sept. 30, 2015, for the next several years likely will remain less
than its outstanding unsecured debt, which was $15.8 billion as of
the same date." Navient's tangible unencumbered assets exclude
$11.5 billion of overcollateralization balances primarily
associated with the company's Family Federal Education Loan Program
(FFELP) and Private Credit ABS Trusts. S&P excludes the
overcollateralization when calculating the tangible unencumbered
assets.
"We believe Navient has sufficient liquidity, including
$1.3 billion of cash and cash equivalents, to address all debt
maturing over the next 12 months, and we continue to assess its
funding and liquidity as "adequate," as our criteria define the
term. Additional sources of liquidity include cash from
operations, which was $1.5 billion through the first nine months of
2015, and the receipt of principal from unencumbered student loan
assets. Asset-backed securitizations (ABS), including
$80.8 billion backed by FFELP loans and $16.7 billion of private
education loan securitizations as of Sept. 30, 2015, are Navient's
primary source of funding. Senior unsecured debt of $15.8 billion
and other secured facilities, including $15.8 billion in borrowings
secured by FFELP loans, account for the remainder of Navient's
borrowings," S&P said.
The negative outlook reflects that Navient's funding and liquidity
profile could weaken, in S&P's view, because of significant
unsecured debt maturities relative to unencumbered assets. S&P
expects the company to maintain sufficient liquidity to meet debt
maturities over the next year and to remain adequately capitalized
with a Standard & Poor's risk-adjusted capital ratio of about 8%.
S&P could lower the rating in the next six to 12 months if it
become less confident of the company's ability to service its
unsecured debt maturities, which peak over the next five years.
Also, S&P could lower the rating if the company's risk-adjusted
capital ratio unexpectedly declined below 7%.
S&P could revise the outlook to stable if Navient continues to take
actions to better match the timing of cash flows from its student
loan portfolios with its debt maturity profile by accelerating cash
flows from its student loan portfolio and paying down near-term
debt maturities or refinancing them.
NEPHROS INC: Completes Warrant Exercise Offer
---------------------------------------------
Nephros, Inc., had received gross proceeds of approximately
$688,000 in connection with its offer to holders of certain
warrants of the opportunity to exercise their warrants at a
temporarily reduced cash exercise price. Nephros intends to use
the proceeds to further develop its products, for working capital,
and for general corporate purposes.
The warrants subject to the Offer to Exercise were the outstanding
2011 warrants to purchase an aggregate of 5,008,689 shares of
Nephros common stock at an exercise price of $0.40 per share,
issued on March 10, 2011, to investors participating in the
Company's 2011 rights offering and issued on March 10, 2011, to
Lambda Investors LLC in connection with a private placement
financing transaction. The Company modified the 2011 warrants to
reduce the exercise price from $0.40 per share of common stock to
$0.20 per share of common stock during the offer period. Each 2011
warrant represents the right to purchase 0.04622664225 shares of
Nephros common stock.
Pursuant to the Offer to Exercise, warrant holders elected to
exercise 2011 warrants to purchase an aggregate of 3,442,521 shares
of Nephros common stock at the reduced cash exercise price of $0.20
per share, providing a total of approximately $688,000 in gross
proceeds to Nephros. This amount includes the exercise of warrants
to purchase 2,782,576 shares by Lambda Investors LLC, on the same
terms as available to other warrant holders pursuant to the Offer
to Exercise. The 2011 warrants that were not exercised pursuant to
the Offer to Exercise will remain in effect, with an exercise price
of $0.40 per share of common stock.
The 2011 warrants that were held by Lambda Investors LLC may be
deemed beneficially owned by Wexford Capital LP, which is the
managing member of Lambda Investors LLC. Arthur H. Amron, a
director of Nephros, is a partner and general counsel of Wexford
Capital. Paul A. Mieyal, a director of Nephros and the former
acting president, acting chief executive officer and acting chief
financial officer until April 15, 2015, is a vice president of
Wexford Capital.
Continental Stock Transfer & Trust Company acted as Depositary
Agent for the Offer to Exercise.
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $3.4 million in total assets,
$9.3 million in total liabilities and a stockholders' deficit of
$5.9 million.
Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NEWLEAD HOLDINGS: Renews Contract for MT Katerina L Vessel
----------------------------------------------------------
NewLead Holdings Ltd. has renewed the Contract of Affreightment for
one of its bitumen tanker vessels, the MT Katerina L, for an
additional twelve month period, for the transportation of a minimum
of 49,600 metric tons of bitumen over 16 voyages, or, at the
Charterer's option, up to a maximum of 74,400 metric tons of
bitumen over 24 voyages. The first shipment is scheduled to
commence at the beginning of January 2016.
The Katerina L will be trading in the Mediterranean area between
all the major refineries, on the basis of the Vessel's relevant oil
major approvals. In 2015, the Katerina L performed 15 voyages and
transported 45,669 metric tons of bitumen in the Mediterranean
area, (the initial term of the first CoA was only for 31,000 metric
tons of bitumen). The employment efficiency of Katerina L for 2015
was 97%.
Mr. Michael Zolotas, chairman and chief executive officer of
NewLead, stated, "The Katerina L is expected to transport 46% more
bitumen, according to the second Contract of Affreightment, than
the initial term in the first Contact of Affreightment the vessel
entered into. The continuous employment of our specialized bitumen
tanker vessels and the improved employment terms is the return on
our investment in the long-lasting relationships with oil majors
and oil trading companies, as well the operational excellence of
our vessels."
COVERAGE
Newlead has 2.19% and 39.84% of its operating days covered for 2016
for the dry-bulk and tanker vessels, respectively.
About NewLead Holdings Ltd.
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company has
incurred a net loss, has negative cash flows from operations,
negative working capital, an accumulated deficit and has defaulted
under its credit facility agreements resulting in all of its debt
being reclassified to current liabilities all of which raise
substantial doubt about its ability to continue as a going concern.
NUGENE INTERNATIONAL: Admits Going Concern Doubt, Posts Net Loss
----------------------------------------------------------------
NuGene International, Inc., reported a net loss of $2,102,013
during the quarter ended Sept. 30, 2015, compared to a net income
of $11,506 during the quarter ended Sept. 30, 2014.
"We have incurred net losses through the date of these financial
statements and have yet to establish profitable operations," Ali
Kharazmi, chief executive officer, and Saeed Kharazmi, acting chief
financial officer of the company said in a regulatory filing with
the U.S. Securities and Exchange Commission on November 12, 2015.
"These factors among others create a substantial doubt about our
ability to continue as a going concern."
The officers told the SEC: "In response to our company's cash
needs, we raised funding, as follows.
"On September 25, 2015, we entered into a Securities Purchase
Agreement (the SPA). In connection with the SPA, we issued a 15%
promissory note with the principal face value of $500,000 (the
Note).
"On June 2, 2015, our company entered into a stock purchase
agreement with an unaffiliated accredited investor for the sale of
100,000 shares of common stock at $2.00 per share, resulting in
cash proceeds totaling $200,000. On April 20, 2015, our company
entered into a stock purchase agreement with an unaffiliated
accredited investor for the sale of 27,273 shares of common stock
at $1.10 per share, resulting in total cash proceeds of $30,000.
On March 31, 2015 (the Closing), we entered into a stock purchase
agreement with a current shareholder of our company (the Buyer)
resulting in the issuance of 50,000 shares of common stock to the
shareholder for proceeds of $50,000. The Buyer had the option to
purchase an additional 60,000 shares of common stock at $1 per
share within 45 days of the Closing. On May 8, 2015, the Buyer
exercised his option to purchase the remaining shares under the
stock purchase agreement and accordingly, we issued the Buyer an
additional 60,000 shares of our common stock for cash proceeds
totaling $60,000.
"During the fourth quarter of 2014, we issued three convertible
promissory notes totaling $375,000. Proceeds from the notes were
used primarily to purchase a license with kathy ireland Worldwide,
Inc. From the sale of shares that closed on December 29, 2014, we
completed $2,000,000 funding (noted previously) that included
proceeds of: (i) $1,625,000 of cash; and (ii) the conversion of the
$375,000 in notes payable.
"All additional amounts raised will be used for our future
investing and operating cash flow needs. We also currently plan to
attempt to raise additional required capital through the sale of
shares of our company's common stock. All additional amounts
raised will be used for our future investing and operating cash
flow needs. However, there can be no assurance that we will be
successful in consummating such financing."
At Sept. 30, 2015, the company had total assets of $1,499,866 and
total stockholders' equity of $474,928.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/jquo7gb
NuGene International, Inc. develops, manufactures and markets
regenerative cosmeceutical products based on adipose derived human
stem cell and human stem cell media. The company is based in
Irvine, California.
PHILADELPHIA CORP: Moody's Lowers Rating on 2011 Bonds to B1
------------------------------------------------------------
Moody's Investors Services has downgraded the rating on the
Philadelphia Corporation for Aging, PA's Series 2001A&B bonds to B1
from Ba3. The downgrade to B1 reflects the Philadelphia
Corporation for Aging's (PCA) deficit borrowing and almost complete
deterioration of liquidity, driven by the Commonwealth of
Pennsylvania's protracted budget impasse. The action incorporates
an almost six-month delay of payments from the commonwealth
combined with management's continued inaction in right-sizing
expenses to match cash flow. Having previously exhausted its own
liquidity and fully drawn on its existing $10 million line of
credit, PCA's liquidity prospects are now reduced to a $4 million
temporary line of credit increase.
Rating Outlook
The negative outlook incorporates expectations of future potential
budget impasses and/or payment delays from the Commonwealth of
Pennsylvania as well as expectations that PCA will not elect to
right-size its expenses in response to delays nor demonstrate
increased baseline liquidity in advance of delays.
Factors that Could Lead to an Upgrade
-- Sustained, materially strengthened liquidity in the
face of current and potential future commonwealth
funding delays
-- Demonstrated willingness to reduce expenses in line
with funding delays
Factors that Could Lead to a Downgrade
-- Any further contraction in liquidity or reduced access
to external liquidity
-- Reduction in market value of headquarters facility
-- Absence of a near-term and sustainable improvement in
liquidity profile, including resolution of the
commonwealth's budget impasse
Legal Security
The Loan Agreement is a general obligation of PCA secured by
revenues not restricted by donor or granting agency. There is a
first lien mortgage on the real estate acquired with the proceeds
from the Series 2001 bonds.
Obligor Profile
Philadelphia Corporation for Aging is the Area Agency for Aging for
the Philadelphia area. Through its programs and contracts with
approximately 200 community organizations, it delivers programs,
services, and resources that annually assist over 100,000 over
Philadelphians and people with disabilities.
PHILLIPS INVESTMENTS: Claims Bar Date Set for January 11
--------------------------------------------------------
The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia set Jan. 11, 2016, as deadline for
persons or entities to file proof of claims against Phillips
Investments LLC.
All proofs of claim must be filed at:
Clerk of the Bankruptcy Court
Northern District of Georgia
13th Floor, Room 1340
75 Ted Turner Drive, SW
Atlanta, Georgia 30303
About Phillips Investments
Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014. Ly
Phillips,
the managing member, signed the petition. Judge Mary Grace Diehl
presides over the case. Scroggins & Williamson, P.C., serves as
the Debtor's counsel.
Phillips Investments owns several parcels of improved commercial
real estate from which it operates two retail shopping centers.
The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.
PLENARY PROPERTIES: S&P Raises Rating on Sub. Notes to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating on
Plenary Properties NDC GP's (NDC or ProjectCo) senior secured notes
to 'BBB+' from 'BBB' and its rating on the subordinated notes to
'BB' from 'BB-'.
The ratings on NDC remain on CreditWatch, where they were placed
with developing implications on June 19, 2015. Developing means
S&P might raise, lower, or affirm the rating upon resolving the
CreditWatch placement.
The upgrade reflects Standard & Poor's reassessment of NDC's
structural protection to "neutral" from "fair". The "neutral"
assessment stems from S&P's changed view that three-month debt
service reserve account (DSRA) is sufficient given the project's
simple operations. "We normally expect a six-month DSRA for a
relatively complex project," said Standard & Poor's credit analyst
Yousaf Siddique.
The CreditWatch follows S&P's placement of the ratings on Johnson
Controls Inc. (JCI) on CreditWatch developing. JCI supports the
ratings on NDC because the company provides a parental guarantee to
the project service provider, Johnson Controls L.P. (JCLP), which
S&P believes is irreplaceable at the current ratings.
JCLP is responsible for facilities maintenance (FM) and lifecycle
services, along with any performance-related deductions, under a
fixed-price service contract. Given the tightly sculpted cash
flows and low liquidity during operations, S&P considers JCLP as
irreplaceable, as per its criteria. As a result, the rating on the
company's guarantor, JCI, affects those on the project.
S&P placed its ratings on JCI on CreditWatch developing following
the company's announcement that it is exploring strategic options
for its US$17.5 billion automotive seating business, including a
possible spin-off, sale, or joint venture.
PREMIER EXHIBITIONS: Sellers Capital No Longer a Shareholder
------------------------------------------------------------
Sellers Capital LLC and Sellers Capital Master Fund, Ltd. disclosed
in an amended Schedule 13D filed with the Securities and Exchange
Commission that as of Dec. 18, 2015, they no longer own shares of
common stock of Premier Exhibitions, Inc.
Mark A. Sellers, the managing member of Sellers Capital LLC, which
is the investment manager of Sellers Capital Master Fund, Ltd.,
beneficially owns 85,298 common shares as of Dec. 18, 2015.
A copy of the regulatory filing is available for free at:
http://is.gd/hISyHG
About Premier Exhibitions
Premier Exhibitions, Inc., develops, deploys and operates
exhibition products that are presented to the public in exhibition
centers, museums and non-traditional venues. The Atlanta-based
Company's exhibitions generate income primarily through ticket
sales, third-party licensing, sponsorship and merchandise sales.
Premier Exhibitions reported a net loss of $11.7 million on $29.4
million of total revenue for the year ended Feb. 28, 2015, compared
with a net loss of $778,000 on $29.3 million of total revenue for
the year ended Feb. 28, 2014.
As of Aug. 31, 2015, the Company had $35.89 million in total
assets, $32.2 million in total liabilities, $2.66 million in equity
attributable to shareholders of the Company and $1.02 million in
equity attributable to non-controlling interest.
Bankruptcy Warning
On April 2, 2015, the Company announced that it had entered into a
definitive merger agreement whereby it plans to combine with
Dinoking Tech Inc. Under the Merger Agreement, the DK shareholders
will be entitled to up to 24% of the fully diluted ownership of the
Company for all of the issued and outstanding shares of DK. In
addition, an investor group has agreed to provide up to $13.5
million in convertible debt funding to Premier to repay $8 million
of existing debt and $5.5 million for corporate purposes including
the completion of the development of "Saturday Night Live: The
Exhibition" and "Premier Exhibitions 5th Avenue," the Company's
state-of-the-art exhibition and special events center located in
New York City. As of August 31, 2015, the investor group had
provided the entire $13.5 million of funding. Upon closing of the
merger transaction, the debt will be convertible into shares of the
Company based on a price of $4.48 per share, if the conversion is
approved by shareholders. The Company used this funding to retire
the debt owed to Pentwater Capital, to continue funding
improvements on the building at 417 Fifth Avenue, and to complete
our "Saturday Night Live" exhibition. The transaction has been
approved by the Board of Directors of Premier. Premier's principal
shareholder, Sellers Capital, LLC, and the directors and officers
of the Company have entered into agreements to vote in favor of the
transaction. The completion of the transaction is subject to
Premier shareholder approval among other customary closing
conditions. The shareholder meeting to approve the transaction is
expected to be held on Oct. 29, 2015. The merger is expected to be
completed on Oct. 29, 2015.
"While the Company recently repaid a loan of $8.0 million, the
Company will have to repay $13.5 million received in convertible
debt funding if the merger transaction does not close. As a
result, the Company will have to refinance the debt or obtain funds
to repay the debt in full if that occurs. In addition, if the
merger transaction is terminated under certain conditions the
Company would be required to pay a $1 million breakup fee to DK.
The Company could be capital constrained and unable to fulfill the
terms of this and other agreements if its access to capital sources
does not improve in the near term.
"If the Merger Agreement transactions are not approved by
shareholders, or additional financing is not obtained, the Company
may have to seek the protection of the U.S. bankruptcy laws and/or
cease operating as a going concern. In addition, if the Company
does not meet its payment obligations to third parties as they come
due, the Company may be subject to an involuntary bankruptcy
proceeding or other litigation claims, which it would likely not
have the resources to defend," the Company states in its quarterly
report for the period ended Aug. 31, 2015.
PUTNAM ENERGY: Court Dismisses Chapter 11 Bankruptcy Case
---------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois dismissed the Chapter 11 bankruptcy
case of Putnam Energy LLC as the behest of the U.S. Trustee.
As reported by the Troubled Company Reporter on Nov. 24, 2015,
the Debtor has consented to the United Trustee's motion to convert
or dismiss its case.
About Putnam Energy
Putnam Energy, L.L.C., a company with power plant and pipeline
assets, sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-08733) on March 11, 2015, in Chicago, Illinois, after it failed
to reach a forbearance agreement with its lender.
The Debtor disclosed $10,394,596 in assets and $2,283,218 in
liabilities as of the Chapter 11 filing.
The case is assigned to Judge Carol A. Doyle. Terrence O'Malley,
manager and CEO, signed the petition.
The Debtor is represented by Douglas S Draper, Esq., at Heller,
Draper, Patrick, Horn & Dabney, LLC, in New Orleans, as counsel.
RADNOR HOLDINGS: 3rd Circ. Affirms Skadden's Final Fee Application
------------------------------------------------------------------
Radnor Holdings Corporation filed for Chapter 11 bankruptcy
protection in 2006. The Bankruptcy Court authorized Skadden, Arps,
Slate, Meagher & Flom LLP to serve as bankruptcy counsel and
approved Skadden's final fee application in June 2013. Michael
Kennedy objected to the final fee application and appealed to the
District Court. The District Court affirmed the decision of the
Bankruptcy Court and Kennedy has appealed pro se the District
Court's order.
The United States Court of Appeals for the Third Circuit affirmed
the decision of the District Court affirming the ruling of the
Bankruptcy Court.
Kennedy argues that the Bankruptcy Court abused its discretion in
granting the fee application because Skadden's pre-retention
disclosures failed to comply with Bankruptcy Rule 2014. Under that
Rule, a debtor's application to employ an attorney shall state, "to
the best of the applicant's knowledge," the attorney's "connections
with the debtor, creditors, and any other party in interest.
Kennedy alleges that Skadden failed to disclose in its application
to the Bankruptcy Court certain investments in Tennenbaum and its
affiliates. The Bankruptcy Court disagreed. After reviewing all the
evidence and conducting an in-person hearing, it found that Skadden
had not misrepresented its relationship with Tennenbaum. Kennedy
has not shown that this finding was clearly erroneous and, absent
any violation of Rule 2014, the Bankruptcy Court did not abuse its
discretion in approving the fee application.
Kennedy also contends that Bankruptcy Court erred in 2006 in
approving Skadden as bankruptcy counsel because it was not
disinterested and that it failed to consider evidence of Skadden's
willful misconduct. This is incorrect. The Bankruptcy Court noted
that it had considered the entire record before approving the fee
application, and Kennedy is unable to identify any particular
evidence that was omitted.
Finally, Kennedy argues that the Bankruptcy Court abused its
discretion in denying his motion to vacate the sale and
confirmation orders entered in Radnor's bankruptcy. The Court
denied the motion as time-barred in April 2013 and Kennedy never
appealed the order or raised this issue for appeal.
The case is In re: RADNOR HOLDINGS CORPORATION, et al. Debtors.
MICHAEL T. KENNEDY, Appellant, No. 14-3794.
A full-text copy of the Opinion dated December 10, 2015 is
available at http://is.gd/RrmKyGfrom Leagle.com
About Radnor Holdings
Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
disposable food service products in the United States, and
specialty chemicals worldwide.
Radnor and its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 06-10894) on Aug. 21, 2006. When the
Debtors filed for protection from their creditors, they disclosed
total assets of $361,454,000 and debt of $325,300,000.
Gregg M. Galardi, Esq., and Sarah E. Pierce, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Del.; and Timothy
R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole,
Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Chicago,
Ill., served as the Debtors' bankruptcy counsel.
RESIDENTIAL CAPITAL: Lenox's Bid to Dismiss Suit Denied
-------------------------------------------------------
Judge Susan Richard Nelson of the United States District Court for
the District of Minnesota denied the motion filed by Lenox
Financial Mortgage Corporation to dismiss and strike the first
amended complaint or, in the alternative, for judgment on the
pleadings.
Judge Nelson also denied Lenox's motion to transfer venue to the
United States District Court for the Central District of
California.
A lawsuit was filed against Lenox for its sale of allegedly
defective mortgage loans to Residential Funding Company, LLC. RFC
asserted two causes of action against Lenox: Count One for breach
of contract, and Count Two for indemnification from Lenox for the
losses and liabilities that RFC incurred related to the defective
loans.
Lenox argued that, by bringing the lawsuit, RFC had acted "in
direct contravention to the statutory purpose" of the Troubled
Asset Relief Program, which was established under the Emergency
Economic Stabilization Act of 2008.
Judge Nelson found that Lenox's motion to strike the amended
complaint was untimely, having been filed more than a year after
Lenox responded to the amended complaint. The judge also held that
Lenox has not shown any allegation in RFC's amended complaint that
is redundant, immaterial, impertinent or scandalous. Judge Nelson
also found that there is no provision of the TARP that provides any
legal basis for the court to dismiss RFC's claims against Lenox.
Judge Nelson likewise denied Lenox's motion to transfer venue. The
judge held that the case is not so unusual or exceptional such that
it should be transferred despite a valid forum-selection clause.
The case is In Re: RFC and ResCap Liquidating Trust Litigation.
This document relates to: Residential Funding Company, LLC v. Lenox
Financial Mortgage Corp., Case No. 13-cv-3495 (ADM/FLN), Case No.
13-cv-3451(SRN/JJK/HB) (D. Minn.).
A full-text copy of Judge Nelson's December 2, 2015 memorandum
opinion and order is available at http://is.gd/l9as3kfrom
Leagle.com.
Arthur J. Boylan, Special Master, represented by Arthur J Boylan.
Residential Funding Company, LLC, Plaintiff, represented by
Alexander J. Merton, Quinn Emanuel Urquhart & Sullivan LLP, Anthony
Alden -- anthonyalden@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, Christina Wu, Quinn Emanuel Urquhart & Sullivan LLP,
Claire Disston Hausman, Quinn Emanuel Urquhart & Sullivan, LLP,
Danielle L. Gilmore, Quinn Emanuel Urquhart & Sullivan LLP, David
C. Armillei, Quinn Emanuel Urquhart & Sullivan, LLP, David Elsberg
--
davidelsberg@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan
LLP, David L Hashmall, Felhaber Larson, Donald G Heeman, Felhaber
Larson, Duane R.A. Lyons, Quinn Emanuel Urquhart & Sullivan, Edward
P Sheu -- esheu@bestlaw.com -- Best & Flanagan LLP,Gabriel F
Soledad -- gabrielsoledad@quinnemanuel.com -- Quinn Emanuel
Urquhart & Sullivan, Geneva B. McDaniel, Quinn Emanuel Urquhart &
Sullivan LLP, Harry A. Olivar, Jr., Quinn Emanuel Urquhart &
Sullivan LLP, Isaac Nesser -- isaacnesser@quinnemanuel.com
-- Quinn Emanuel Urquhart & Sullivan, Jake M. Shields, Quinn
Emanuel Urquhart & Sullivan,Jeffrey A Lipps, Carpenter Lipps &
Leland LLP, Jennifer A L Battle, Carpenter Lipps & Leland LLP,
Johanna Ong -- johannaong@quinnemanuel.com -- Quinn Emanuel
Urquhart & Sullivan, LLP, Kristen Bird, Quinn Emanuel Urquhart &
Sullivan, Marnie E Fearon, Felhaber Larson, Matthew R Scheck --
matthewscheck@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, Molly Caroline Stephens, Quinn Emanuel Urquhart &
Sullivan, LLP, Nicholas Aaron Leefer, Quinn Emanuel Urquhart &
Sullivan, LLP,Noah S. Helpern, Quinn Emanuel Urquhart & Sullivan
LLP, Peter E. Calamari --
petercalamari@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan
LLP, Rachael L. McCracken, Quinn Emanuel Urquhart & Sullivan, LLP,
Randa A.F. Osman, Quinn Emanuel Urquhart & Sullivan, LLP, Richard
Allen Schirtzer, Quinn Emanuel Urquhart & Sullivan, LLP, Richard R
Voelbel, Felhaber Larson, Ryan A Olson, Felhaber Larson, Sarah J.
Cole, Quinn Emanuel Urquhart & Sullivan LLP, Thomas G Garry --
tgarry@bestlaw.com -- Best & Flanagan LLP, Yelena Konanova, Quinn
Emanuel Urquhart & Sullivan, LLP, Zena Jacobsen, Quinn Emanuel
Urquhart & Sullivan, LLP, Amy Slusser Conners, Robins Kaplan
LLP,Bradley T Smith, Felhaber Larson, Jessica J Nelson, Felhaber
Larson &Daniel R Kelly, Felhaber Larson.
ResCap Liquidating Trust, Plaintiff, represented by Alexander J.
Merton, Quinn Emanuel Urquhart & Sullivan LLP, Anthony Alden, Quinn
Emanuel Urquhart & Sullivan, Bradley T Smith, Felhaber Larson,
Christina Wu, Quinn Emanuel Urquhart & Sullivan LLP, Claire Disston
Hausman, Quinn Emanuel Urquhart & Sullivan, LLP, Danielle L.
Gilmore, Quinn Emanuel Urquhart & Sullivan LLP, David C. Armillei,
Quinn Emanuel Urquhart & Sullivan, LLP, David Elsberg, Quinn
Emanuel Urquhart & Sullivan LLP,David L Hashmall, Felhaber Larson,
Donald G Heeman, Felhaber Larson,Duane R.A. Lyons, Quinn Emanuel
Urquhart & Sullivan, Gabriel F Soledad, Quinn Emanuel Urquhart &
Sullivan, Geneva B. McDaniel, Quinn Emanuel Urquhart & Sullivan
LLP, Harry A. Olivar, Jr., Quinn Emanuel Urquhart & Sullivan LLP,
Isaac Nesser, Quinn Emanuel Urquhart & Sullivan, Jake M. Shields,
Quinn Emanuel Urquhart & Sullivan, Jeffrey A Lipps, Carpenter Lipps
& Leland LLP, Jennifer A L Battle, Carpenter Lipps & Leland
LLP,Johanna Ong, Quinn Emanuel Urquhart & Sullivan, LLP, Kristen
Bird, Quinn Emanuel Urquhart & Sullivan, Marnie E Fearon, Felhaber
Larson,Matthew R Scheck, Quinn Emanuel Urquhart & Sullivan, Molly
Caroline Stephens, Quinn Emanuel Urquhart & Sullivan, LLP, Nicholas
Aaron Leefer, Quinn Emanuel Urquhart & Sullivan, LLP, Noah S.
Helpern, Quinn Emanuel Urquhart & Sullivan LLP, Peter E. Calamari,
Quinn Emanuel Urquhart & Sullivan LLP, Rachael L. McCracken, Quinn
Emanuel Urquhart & Sullivan, LLP, Randa A.F. Osman, Quinn Emanuel
Urquhart & Sullivan, LLP, Richard Allen Schirtzer, Quinn Emanuel
Urquhart & Sullivan, LLP,Richard R Voelbel, Felhaber Larson, Ryan A
Olson, Felhaber Larson, Sarah J. Cole, Quinn Emanuel Urquhart &
Sullivan LLP, Yelena Konanova, Quinn Emanuel Urquhart & Sullivan,
LLP, Zena Jacobsen, Quinn Emanuel Urquhart & Sullivan, LLP, Amy
Slusser Conners, Robins Kaplan LLP, Jessica J Nelson, Felhaber
Larson, Daniel R Kelly, Felhaber Larson, Christina Wu, Quinn
Emanuel Urquhart & Sullivan LLP, Duane R.A. Lyons, Quinn Emanuel
Urquhart & Sullivan, Jessica J Nelson, Felhaber Larson, Marnie E
Fearon, Felhaber Larson, Molly Caroline Stephens, Quinn Emanuel
Urquhart & Sullivan, LLP, Sarah J. Cole, Quinn Emanuel Urquhart &
Sullivan LLP, Amy Slusser Conners, Robins Kaplan LLP, Donald G
Heeman, Felhaber Larson & Ryan A Olson, Felhaber Larson.
Mortgage Outlet, Inc., The, Defendant, represented by Eldon J
Spencer, Jr -- espencer@losgs.com -- Leonard, O'Brien, Spencer,
Gale & Sayre, Ltd, James M Jorissen, Leonard, O'Brien, Spencer,
Gale & Sayre, Ltd, Stacey L Drentlaw -- sdrentlaw@losgs.com --
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd & Daniel J Supalla,
Briggs & Morgan, PA.
Ark-La-Tex Financial Services, LLC, Defendant, represented by Mark
J Carpenter -- mark@carpenter-law-firm.com -- Carpenter Law Firm
PLLC, Daniel J Supalla, Briggs & Morgan, PA & James M Jorissen,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
Cherry Creek Mortgage Co., Inc., Defendant, represented by Daniel
K. Calisher, Foster Graham Milstein & Calisher, LLP, Eldon J
Spencer, Jr, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd, James M
Jorissen -- jjorissen@losgs.com -- Leonard, O'Brien, Spencer, Gale
& Sayre, Ltd, Katherine A. Roush, Foster Graham Milstein &
Calisher, LLP, Stacey L Drentlaw, Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd & Daniel J Supalla, Briggs & Morgan, PA.
Guaranty Bank, Defendant, represented by Gregory A Bromen --
gbromen@nilanjohnson.com -- Nilan Johnson Lewis PA, Joseph M Peltz,
Beck, Chaet, Bamberger & Polsky, S.C.,Matthew S. Vignali --
mvignali@bcblaw.net -- Beck Chaet Bamberger & Polksy SC, Steven W
Jelenchick -- sjelenchick@bcblaw.net -- Beck Chaet Bamberger &
Polsky SC, Daniel J Supalla, Briggs & Morgan, PA & James M
Jorissen, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
First California Mortgage Company, Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss --
cmoss@hjlawfirm.com -- Hellmuth & Johnson PLLC, Edward Page
Allinson, American Mortgage Law Group, P.C.,Evans D Prieston,
American Mortgage Law Group, P.C., J Robert Keena --
jkeena@hjlawfirm.com -- Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C., James W. Brody, American
Mortgage Law Group, Daniel J Supalla, Briggs & Morgan, PA & James M
Jorissen, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
Americash, Defendant, represented by Andrew Steinfeld, American
Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson
PLLC,Edward Page Allinson, American Mortgage Law Group, P.C., Evans
D Prieston, American Mortgage Law Group, P.C., J Robert Keena,
Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law
Group, P.C., James W. Brody, American Mortgage Law Group, Richard
E. Williamson, Ezer Williamson Law, Daniel J Supalla, Briggs &
Morgan, PA & James M Jorissen, Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd.
Broadview Mortgage Corp., Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss,
Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage
Law Group, P.C., Evans D Prieston, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C., James W. Brody, American
Mortgage Law Group, Daniel J Supalla, Briggs & Morgan, PA & James M
Jorissen, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
Golden Empire Mortgage, Inc., Defendant, represented by Jenny
Gassman-Pines, Greene Espel PLLP, Philip R. Stein, Bilzin Sumberg
Baena Price & Axelrod LLP, Shalia M Sakona, Bilzin Sumberg Baena
Price & Axelrod LLP &Daniel J Supalla, Briggs & Morgan, PA.
Fremont Bank, Defendant, represented by Eldon J Spencer, Jr,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd, James M Jorissen,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd, Stacey L Drentlaw,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd & Daniel J Supalla,
Briggs & Morgan, PA.
First Equity Mortgage Bankers, Inc., Defendant, represented by
Amelia R Selvig -- aselvig@anthonyostlund.com -- Anthony Ostlund
Baer & Louwagie PA, Brooke D Anthony --
banthony@anthonyostlund.com -- Anthony Ostlund Baer & Louwagie PA,
Joseph W Anthony -- janthony@anthonyostlund.com -- Anthony Ostlund
Baer & Louwagie PA, Philip R. Stein, Bilzin Sumberg Baena Price &
Axelrod LLP,Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod
LLP & Daniel J Supalla, Briggs & Morgan, PA.
Colonial Savings, F.A., Defendant, represented by Daniel N Moak --
dmoak@briggs.com -- Briggs & Morgan, PA, Daniel J Supalla --
dsupalla@briggs.com -- Briggs & Morgan, PA, Mark G Schroeder --
mschroeder@briggs.com -- Briggs & Morgan, PA & James M Jorissen,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
First Guaranty Mortgage Corporation, Defendant, represented by
Kevin J Dunlevy, Beisel & Dunlevy, PA, Michael E Kreun, Beisel &
Dunlevy, PA &Daniel J Supalla, Briggs & Morgan, PA.
Provident Funding Associates, L.P., Defendant, represented by
Daniel N Moak, Briggs & Morgan, PA, Daniel J Supalla, Briggs &
Morgan, PA, Mark G Schroeder, Briggs & Morgan, PA, Neil R O'Hanlon,
Hogan Lovells US LLP &James M Jorissen, Leonard, O'Brien, Spencer,
Gale & Sayre, Ltd.
First Mortgage Corporation, Defendant, represented by Gene A Hoff,
Minenko & Hoff, Michael J Minenko, Minenko & Hoff, P.A. & Daniel J
Supalla, Briggs & Morgan, PA.
Mortgage Network, Inc., doing business as MNET Mortgage
Corporation, Defendant, represented by Andrew Steinfeld, American
Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC,
Edward Page Allinson, American Mortgage Law Group, P.C., Evans D
Prieston, American Mortgage Law Group, P.C., J Robert Keena,
Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law
Group, P.C., James W. Brody, American Mortgage Law Group, Daniel J
Supalla, Briggs & Morgan, PA & James M Jorissen, Leonard, O'Brien,
Spencer, Gale & Sayre, Ltd.
Mortgage Capital Associates, Inc., Defendant, represented by Amelia
R Selvig, Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony,
Anthony Ostlund Baer & Louwagie PA, Joseph W Anthony, Anthony
Ostlund Baer & Louwagie PA, Philip R. Stein, Bilzin Sumberg Baena
Price & Axelrod LLP,Shalia M Sakona, Bilzin Sumberg Baena Price &
Axelrod LLP & Daniel J Supalla, Briggs & Morgan, PA.
Lenox Financial Mortgage Corp., Defendant, represented by Gina L
Albertson, Albertson Law, Michael D O'Neill, Martin & Squires,
P.A.,Nicolle A. Falcis, Albertson Law, Daniel J Supalla, Briggs &
Morgan, PA &James M Jorissen, Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd.
E Trade Bank, as successor to United Medical Bank, FSB, Defendant,
represented by Amelia R Selvig, Anthony Ostlund Baer & Louwagie
PA,Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA, Joseph W
Anthony, Anthony Ostlund Baer & Louwagie PA, Philip R. Stein,
Bilzin Sumberg Baena Price & Axelrod LLP, Shalia M Sakona, Bilzin
Sumberg Baena Price & Axelrod LLP & Daniel J Supalla, Briggs &
Morgan, PA.
PNC Bank, N.A., as successor in interest to National City Mortgage
Co., NCMC Newco, Inc. and North Central Financial Corporation,
Defendant, represented by Adam M Gogolak, Wachtell, Lipton, Rosen &
Katz, Amanda Raines Lawrence, BuckleySandler LLP, Brett J
Natarelli, BuckleySandler LLP, Caroline Anais Olsen, Wachtell,
Lipton, Rosen & Katz, Charles Dean Cording, Wachtell, Lipton, Rosen
& Katz, Daniel J Supalla, Briggs & Morgan, PA, David A Schooler,
Briggs & Morgan, PA, Elaine P Golin, Wachtell, Lipton, Rosen &
Katz, Fredrick S Levin, BuckleySandler LLP,Jennifer A. Slagle-Peck,
BuckleySandler LLP, Jonathan M Moses, Wachtell, Lipton, Rosen &
Katz, Jorge M. Gutierrez, Wachtell, Lipton, Rosen & Katz,Justin V
Rodriguez, Wachtell, Lipton, Rosen & Katz, Mark G Schroeder, Briggs
& Morgan, PA, Michael A. Rome, BuckleySandler LLP & Richard E
Gottlieb, BuckleySandler LLP.
Mortgage Access Corp., doing business as Weichert Financial
Services, Defendant, represented by Andrew Steinfeld, American
Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC,
Edward Page Allinson, American Mortgage Law Group, P.C., Evans D
Prieston, American Mortgage Law Group, P.C., J Robert Keena,
Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law
Group, P.C., James W. Brody, American Mortgage Law Group, Daniel J
Supalla, Briggs & Morgan, PA & James M Jorissen, Leonard, O'Brien,
Spencer, Gale & Sayre, Ltd.
Cornerstone Home Lending, Inc., formerly known as Cornerstone
Mortgage Company, Defendant, represented by Alan H Maclin, Briggs &
Morgan, PA, Daniel J Supalla, Briggs & Morgan, PA, Erica W. Harris,
Susman Godfrey L.L.P., Mark G Schroeder, Briggs & Morgan, PA, Neal
Stuart Manne, Susman Godfrey, L.L.P., Weston L. O'Black, Susman
Godfrey, L.L.P. & James M Jorissen, Leonard, O'Brien, Spencer, Gale
& Sayre, Ltd.
Impac Funding Corporation, Defendant, represented by Erin Sindberg
Porter -- esindbergporter@greeneespel.com -- Greene Espel PLLP,
Janine Wetzel Kimble -- jkimble@greeneespel.com -- Greene Espel
PLLP, Jenny Gassman-Pines -- jgassman-pines@greeneespel.com
-- Greene Espel PLLP, Katherine M. Swenson, Greene Espel PLLP,
Daniel J Supalla, Briggs & Morgan, PA & Mark L. Johnson, Greene
Espel PLLP.
Plaza Home Mortgage, Inc., Defendant, represented by Amelia R
Selvig, Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony,
Anthony Ostlund Baer & Louwagie PA, Joseph W Anthony, Anthony
Ostlund Baer & Louwagie PA & Daniel J Supalla, Briggs & Morgan,
PA.
Hometown Mortgage Services, Inc., Defendant, represented by Andrew
Steinfeld, American Morgage Law Group, P.C., Carol R M Moss,
Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage
Law Group, P.C.,Evans D Prieston, American Mortgage Law Group,
P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti,
American Mortgage Law Group, P.C., James W. Brody, American
Mortgage Law Group, Brooke D Anthony, Anthony Ostlund Baer &
Louwagie PA & Daniel J Supalla, Briggs & Morgan, PA.
Sierra Pacific Mortgage Company, Inc., Defendant, represented by
Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered,
Cathrynne D. Dale, Jenkins Kayayan LLP, Jonathan M Jenkins, JENKINS
KAYAYAN LLP,Lara Kayayan, JENKINS KAYAYAN LLP, Navdeep Singh,
Jenkins Kayayan LLP, Richard T Thomson, Lapp Libra Thomson Stoebner
& Pusch, Chartered & Daniel J Supalla, Briggs & Morgan, PA.
Wallick & Volk, Inc., Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert
Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage
Law Group, P.C., James W. Brody, American Mortgage Law Group,
Daniel J Supalla, Briggs & Morgan, PA & James M Jorissen, Leonard,
O'Brien, Spencer, Gale & Sayre, Ltd.
Branch Banking & Trust Co., Defendant, represented by Andrew David
Atkins, McGuire Woods LLP, Jason D Evans, McGuire Woods LLP, Kelly
G Laudon, Lindquist & Vennum PLLP, Mark A Jacobson, Lindquist &
Vennum PLLP, William C Mayberry, Mcguire Woods LLP, Daniel J
Supalla, Briggs & Morgan, PA & James M Jorissen, Leonard, O'Brien,
Spencer, Gale & Sayre, Ltd.
T.J. Financial, Inc., Defendant, represented by Anthony V Narula,
Bilzin Sumberg Baena Price & Axelrod LLP, Jenny Gassman-Pines,
Greene Espel PLLP & Daniel J Supalla, Briggs & Morgan, PA.
Stearns Lending, LLC, formerly known as First Pacific Financial,
Inc., Defendant, represented by Alan H Maclin, Briggs & Morgan, PA,
Daniel J Supalla, Briggs & Morgan, PA, Mark G Schroeder, Briggs &
Morgan, PA &James M Jorissen, Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd.
Terrace Mortgage Company, Defendant, represented by Aaron P M Tady,
Coles Barton LLP, C J Schoenwetter, Bowman & Brooke LLP, Gregory
Michael Taube, Nelson Mullins Riley & Scarborough LLP, John D Sear,
Bowman & Brooke LLP, Thomas M Barton, Coles Barton LLP, Daniel J
Supalla, Briggs & Morgan, PA & Rachelle A Velgersdyk, Bowman &
Brooke LLP.
Gateway Bank, F.S.B., Defendant, represented by Andrew Steinfeld,
American Morgage Law Group, P.C., Carol R M Moss, Hellmuth &
Johnson PLLC, Edward Page Allinson, American Mortgage Law Group,
P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert
Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage
Law Group, P.C., James W. Brody, American Mortgage Law Group,
Daniel J Supalla, Briggs & Morgan, PA & James M Jorissen, Leonard,
O'Brien, Spencer, Gale & Sayre, Ltd.
Universal American Mortgage Company, LLC, Defendant, represented
byEnza G Boderone, Bilzin Sumberg Baena Price & Axelrod LLP, Jenny
Gassman-Pines, Greene Espel PLLP, Philip R. Stein --
pstein@bilzin.com -- Bilzin Sumberg Baena Price & Axelrod LLP,
Shalia M Sakona --
ssakona@bilzin.com -- Bilzin Sumberg Baena Price & Axelrod LLP,
Sharon Robin Markowitz, Stinson Leonard Street LLP, Todd A
Noteboom, Stinson Leonard Street LLP, W Anders Folk, Stinson
Leonard Street LLP & Daniel J Supalla, Briggs & Morgan, PA.
Wells Fargo Bank, N.A., formerly known as Wachovia Mortgage
Corporation formerly known as First Union National Bank formerly
known as First Union Mortgage Corporation, Defendant, represented
by Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered,
Eric P Tuttle, Munger, Tolles & Olson LLP, Gregory D Phillips,
Munger, Tolles & Olson, LLP, John M. Gildersleeve, Munger, Tolles &
Olson LLP, Laura E. Mathe, Munger, Tolles & Olson LLP, Marc T G
Dworsky, Munger, Tolles & Olson, LLP, Maximillian L. Feldman,
Minger, Tolles & Olson LLP, Michael E Soloff, Munger, Tolles &
Olson LLP, Richard C St John, Munger Tolles & Olson,Richard T
Thomson, Lapp Libra Thomson Stoebner & Pusch, Chartered,Thomas
Jacob, Wells Fargo Law Department, Todd J Rosen, Munger Tolles &
Olson LLP & Daniel J Supalla, Briggs & Morgan, PA.
BMO Harris Bank, N.A., doing business as M&I Bank, FSB, Defendant,
represented by Amanda Raines Lawrence, BuckleySandler LLP, Brett J
Natarelli, BuckleySandler LLP, Daniel J Supalla, Briggs & Morgan,
PA, David A Schooler, Briggs & Morgan, PA, Fredrick S Levin,
BuckleySandler LLP,Jennifer A. Slagle-Peck, BuckleySandler LLP,
Kristopher Knabe, BuckleySandler LLP, Michael A. Rome,
BuckleySandler LLP & Richard E Gottlieb, BuckleySandler LLP.
Wells Fargo Financial Retail Credit, Inc., formerly known as
Norwest Financial Acceptance, Inc ., Defendant, represented by Eric
P Tuttle, Munger, Tolles & Olson LLP, Gregory D Phillips, Munger,
Tolles & Olson, LLP, John M. Gildersleeve, Munger, Tolles & Olson
LLP, Kristopher Knabe, BuckleySandler LLP, Laura E. Mathe, Munger,
Tolles & Olson LLP, Marc T G Dworsky, Munger, Tolles & Olson, LLP,
Maximillian L. Feldman, Minger, Tolles & Olson LLP, Michael E
Soloff, Munger, Tolles & Olson LLP, Richard C St John, Munger
Tolles & Olson, Richard T Thomson, Lapp Libra Thomson Stoebner &
Pusch, Chartered, Thomas Jacob, Wells Fargo Law Department,Todd J
Rosen, Munger Tolles & Olson LLP, Amy L Schwartz, Lapp Libra
Thomson Stoebner & Pusch, Chartered & Daniel J Supalla, Briggs &
Morgan, PA.
Standard Pacific Mortgage, Inc., Defendant, represented by Brandon
P. Rose, Bilzin Sumberg Baena Price & Azelrod LLP, James J. Ward,
Bilzin Sumberg Baena Price & Axelrod LLP, Jenny Gassman-Pines,
Greene Espel PLLP, Philip R. Stein, Bilzin Sumberg Baena Price &
Axelrod LLP, Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod
LLP & Daniel J Supalla, Briggs & Morgan, PA.
National Bank of Kansas City, Defendant, represented by Nancy A
Temple, Katten & Temple LLP, Scott N Gilbert, Katten & Temple LLP,
Seth J S Leventhal, LEVENTHAL pllc & Daniel J Supalla, Briggs &
Morgan, PA.
iServe Residential Lending, LLC, Defendant, represented by Jeanette
M. Bazis, Greene Espel PLLP, Peter L Loh, Gardere Wynne Sewell LLP
& Daniel J Supalla, Briggs & Morgan, PA.
DB Structured Products, Inc., Defendant, represented by Anthony C.
Piccirillo, Simpson Thacher & Bartlett, LLP, David J Woll, Simpson
Thacher & Bartlett LLP, Isaac M Rethy, Simpson Thacher & Bartlett
LLP, Meredith C. Duffy, Simpson Thacher & Bartlett LLP, Michael J.
Garvey, Simpson Thacher & Bartlett LLP, Susannah S. Geltman,
Simpson Thacher & Bartlett LLP, William A McNab, Winthrop &
Weinstine, PA, William T Russell, Jr, Simpson Thacher & Bartlett
LLP, Christina Rieck Loukas -- cloukas@winthrop.com -- Winthrop &
Weinstine, PA & Daniel J Supalla, Briggs & Morgan, PA.
MortgageIT, Inc., Defendant, represented by Anthony C. Piccirillo,
Simpson Thacher & Bartlett, LLP, Christina Rieck Loukas, Winthrop &
Weinstine, PA, David J Woll, Simpson Thacher & Bartlett LLP, Isaac
M Rethy, Simpson Thacher & Bartlett LLP, Meredith C. Duffy, Simpson
Thacher & Bartlett LLP, Susannah S. Geltman, Simpson Thacher &
Bartlett LLP, William A McNab, Winthrop & Weinstine, PA & Daniel J
Supalla, Briggs & Morgan, PA.
CTX Mortgage Company, LLC, Defendant, represented by Benjamin E
Gurstelle, Briggs & Morgan, PA, Paul J Hemming, Briggs & Morgan,
PA,Daniel J Supalla, Briggs & Morgan, PA & James M Jorissen,
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
Pulte Homes, Inc., Defendant, represented by Benjamin E Gurstelle,
Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan, PA.
PulteGroup, Inc., Defendant, represented by Benjamin E Gurstelle,
Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan, PA.
Home Loan Center, Inc., Defendant, represented by Daniel J Millea,
Zelle Hofmann Voelbel & Mason LLP, David S. Blatt, Williams &
Connolly, LLP,Eric A Kuhl, Williams & Connolly LLP, Jesse T
Smallwood, Williams & Connolly LLP, Krista Michelle Anderson,
Williams and Connolly LLP, Kyle E. Thomason, Williams & Connolly
LLP, R. Hackney Wiegmann, Williams & Connolly LLP, Daniel J
Supalla, Briggs & Morgan, PA, Elizabeth V Kniffen, Zelle Hofmann
Voelbel & Mason LLP & Matthew Van Johnson, Williams & Connolly
LLP.
Decision One Mortgage Company, LLC, Defendant, represented by Beth
A Stewart, Williams & Connolly LLP, Daniel J Millea, Zelle Hofmann
Voelbel & Mason LLP, David S. Blatt, Williams & Connolly, LLP,
Elizabeth V Kniffen, Zelle Hofmann Voelbel & Mason LLP, Eric A
Kuhl, Williams & Connolly LLP, Jesse T Smallwood, Williams &
Connolly LLP, Krista Michelle Anderson, Williams and Connolly LLP,
Kyle E. Thomason, Williams & Connolly LLP, Matthew V Johnson,
Williams & Connolly LLP, Noorudin Mahmood Ahmad, Williams &
Connolly LLP, R. Hackney Wiegmann, Williams & Connolly LLP & Daniel
J Supalla, Briggs & Morgan, PA.
HSBC Finance Corporation, Defendant, represented by David J
Stagman, Katten Muchin Rosenman LLP, Gregory S Korman, Katten
Muchin Rosenman LLP, Nicole M Moen, Fredrikson & Byron, PA, Stuart
M Richter, Katten Muchin Rosenman LLP, Todd A Wind, Fredrikson &
Byron, PA &Daniel J Supalla, Briggs & Morgan, PA.
E-Loan, Inc., Defendant, represented by Sandra S Smalley-Fleming,
Ross Orenstein & Baudry LLC, Sharda R Kneen, Ross Orenstein &
Baudry LLC,Terrence J Fleming, Lindquist & Vennum PLLP, Brooke D
Anthony, Anthony Ostlund Baer & Louwagie PA & Daniel J Supalla,
Briggs & Morgan, PA.
Rescue Mortgage, Inc., Defendant, represented by Christopher R
Morris, Bassford Remele, PA, Daniel R Olson, Bassford Remele, PA,
Jeffrey D. Klobucar, Bassford Remele, PA, Mark D Covin, Bassford
Remele, PA &Daniel J Supalla, Briggs & Morgan, PA.
American Mortgage Network, LLC, formerly known as American Mortgage
Network, Inc. doing business as Vertice, Defendant, represented by
Daniel J Supalla, Briggs & Morgan, PA.
RBC Mortgage Company, Defendant, represented by Amanda Raines
Lawrence, BuckleySandler LLP, Brian Wegrzyn, BuckleySandler LLP,
Daniel J Supalla, Briggs & Morgan, PA, David A Schooler, Briggs &
Morgan, PA &Matthew P Previn, BuckleySandler LLP.
Synovus Mortgage Corp., Defendant, represented by Brent D Hitson,
Burr & Forman LLP, Daniel J Supalla, Briggs & Morgan, PA, Mark G
Schroeder, Briggs & Morgan, PA, Victor L Hayslip, Burr & Forman LLP
& James M Jorissen, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
Honor Bank, formerly known as The Honor State Bank, Defendant,
represented by Garth G Gavenda, Anastasi Jellum, PA, Lindsay W
Cremona, Anastasi Jellum, P.A., Susan Jill Rice, Alward Fisher Rice
Rowe & Graf, PLC,T Christopher Stewart, Anastasi Jellum, PA &
Daniel J Supalla, Briggs & Morgan, PA.
Primary Capital Advisors LLC, Defendant, represented by Daniel J
Supalla, Briggs & Morgan, PA, John O'Shea Sullivan, Burr & Forman
LLP, Mark G Schroeder, Briggs & Morgan, PA & Tala Amirfazli, Burr &
Forman LLP.
PHH Mortgage Corp., Defendant, represented by David T Schultz,
Maslon LLP, David M Souders -- souders@thewbkfirm.com – Weiner
Brodsky Kider PC, Nicole E Narotzky, Maslon LLP, Tessa K Somers --
somers@thewbkfirm.com -- Weiner Brodsky Kider PC, Daniel J
Supalla, Briggs & Morgan, PA, E Casey Beckett, Maslon LLP & Leora
Itman, Maslon LLP.
Freedom Mortgage Corporation, Defendant, represented by Brandon P.
Rose, Bilzin Sumberg Baena Price & Azelrod LLP, James J. Ward,
Bilzin Sumberg Baena Price & Axelrod LLP, Jenny Gassman-Pines,
Greene Espel PLLP, Philip R. Stein, Bilzin Sumberg Baena Price &
Axelrod LLP & Daniel J Supalla, Briggs & Morgan, PA.
First Mariner Bank, Defendant, represented by Joel L Perrell, Jr.,
Miles & Stockbridge P.C., Michael E Blumenfeld, Miles &Stockbridge
P.C., Nicole M Moen, Fredrikson & Byron, PA, Timothy M Hurley,
Miles & Stockbridge P.C., Todd A Wind, Fredrikson & Byron, PA &
Daniel J Supalla, Briggs & Morgan, PA.
Sierra Pacific Mortgage Company, Inc., Counter Claimant,
represented byJonathan M Jenkins, JENKINS KAYAYAN LLP, Lara
Kayayan, JENKINS KAYAYAN LLP, Navdeep Singh, Jenkins Kayayan LLP &
Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered.
Decision One Mortgage Company, LLC, Counter Claimant, represented
byBeth A Stewart, Williams & Connolly LLP, Daniel J Millea, Zelle
Hofmann Voelbel & Mason LLP, David S. Blatt, Williams & Connolly,
LLP, Elizabeth V Kniffen, Zelle Hofmann Voelbel & Mason LLP, Eric A
Kuhl, Williams & Connolly LLP, Jesse T Smallwood, Williams &
Connolly LLP, Kyle E. Thomason, Williams & Connolly LLP, Matthew V
Johnson, Williams & Connolly LLP, Noorudin Mahmood Ahmad, Williams
& Connolly LLP, R. Hackney Wiegmann, Williams & Connolly LLP &
Daniel J Supalla, Briggs & Morgan, PA.
Residential Funding Company, LLC, Counter Defendant, represented
byAnthony Alden, Quinn Emanuel Urquhart & Sullivan, Christina Wu,
Quinn Emanuel Urquhart & Sullivan LLP, David Elsberg, Quinn Emanuel
Urquhart & Sullivan LLP, David L Hashmall, Felhaber Larson, Donald
G Heeman, Felhaber Larson, Duane R.A. Lyons, Quinn Emanuel Urquhart
& Sullivan,Edward P Sheu, Best & Flanagan LLP, Gabriel F Soledad,
Quinn Emanuel Urquhart & Sullivan, Isaac Nesser, Quinn Emanuel
Urquhart & Sullivan,Jeffrey A Lipps, Carpenter Lipps & Leland LLP,
Jennifer A L Battle, Carpenter Lipps & Leland LLP, Johanna Ong,
Quinn Emanuel Urquhart & Sullivan, LLP, Marnie E Fearon, Felhaber
Larson, Matthew R Scheck, Quinn Emanuel Urquhart & Sullivan, Molly
Caroline Stephens, Quinn Emanuel Urquhart & Sullivan, LLP, Peter E.
Calamari, Quinn Emanuel Urquhart & Sullivan LLP, Richard R Voelbel,
Felhaber Larson, Ryan A Olson, Felhaber Larson, Sarah J. Cole,
Quinn Emanuel Urquhart & Sullivan LLP, Thomas G Garry, Best &
Flanagan LLP, Amy Slusser Conners, Robins Kaplan LLP,Bradley T
Smith, Felhaber Larson, Jessica J Nelson, Felhaber Larson &Daniel R
Kelly, Felhaber Larson.
PHH Mortgage Corp., Counter Claimant, represented by David T
Schultz, Maslon LLP, David M Souders, Weiner Brodsky Kider PC,
Nicole E Narotzky, Maslon LLP, Tessa K Somers, Weiner Brodsky Kider
PC, Daniel J Supalla, Briggs & Morgan, PA, E Casey Beckett, Maslon
LLP & Leora Itman, Maslon LLP.
ResCap Liquidating Trust, Counter Defendant, represented by Anthony
Alden, Quinn Emanuel Urquhart & Sullivan, Bradley T Smith, Felhaber
Larson, Christina Wu, Quinn Emanuel Urquhart & Sullivan LLP, David
Elsberg, Quinn Emanuel Urquhart & Sullivan LLP, David L Hashmall,
Felhaber Larson, Donald G Heeman, Felhaber Larson, Duane R.A.
Lyons, Quinn Emanuel Urquhart & Sullivan, Gabriel F Soledad, Quinn
Emanuel Urquhart & Sullivan, Isaac Nesser, Quinn Emanuel Urquhart &
Sullivan,Jeffrey A Lipps, Carpenter Lipps & Leland LLP, Jennifer A
L Battle, Carpenter Lipps & Leland LLP, Johanna Ong, Quinn Emanuel
Urquhart & Sullivan, LLP, Marnie E Fearon, Felhaber Larson, Matthew
R Scheck, Quinn Emanuel Urquhart & Sullivan, Molly Caroline
Stephens, Quinn Emanuel Urquhart & Sullivan, LLP, Peter E.
Calamari, Quinn Emanuel Urquhart & Sullivan LLP, Richard R Voelbel,
Felhaber Larson, Ryan A Olson, Felhaber Larson, Sarah J. Cole,
Quinn Emanuel Urquhart & Sullivan LLP, Amy Slusser Conners, Robins
Kaplan LLP, Jessica J Nelson, Felhaber Larson &Daniel R Kelly,
Felhaber Larson.
Honor Bank, Counter Claimant, represented by Garth G Gavenda,
Anastasi Jellum, PA, Lindsay W Cremona, Anastasi Jellum, P.A.,
Susan Jill Rice, Alward Fisher Rice Rowe & Graf, PLC, T Christopher
Stewart, Anastasi Jellum, PA & Daniel J Supalla, Briggs & Morgan,
PA.
ResCap Liquidating Trust, Counter Defendant, represented by Anthony
Alden, Quinn Emanuel Urquhart & Sullivan, Bradley T Smith, Felhaber
Larson, Christina Wu, Quinn Emanuel Urquhart & Sullivan LLP,
Danielle L. Gilmore, Quinn Emanuel Urquhart & Sullivan LLP, David
Elsberg, Quinn Emanuel Urquhart & Sullivan LLP, David L Hashmall,
Felhaber Larson,Donald G Heeman, Felhaber Larson, Duane R.A. Lyons,
Quinn Emanuel Urquhart & Sullivan, Gabriel F Soledad, Quinn Emanuel
Urquhart & Sullivan, Isaac Nesser, Quinn Emanuel Urquhart &
Sullivan, Jake M. Shields, Quinn Emanuel Urquhart & Sullivan,
Jeffrey A Lipps, Carpenter Lipps & Leland LLP, Jennifer A L Battle,
Carpenter Lipps & Leland LLP,Johanna Ong, Quinn Emanuel Urquhart &
Sullivan, LLP, Marnie E Fearon, Felhaber Larson, Matthew R Scheck,
Quinn Emanuel Urquhart & Sullivan,Molly Caroline Stephens, Quinn
Emanuel Urquhart & Sullivan, LLP, Peter E. Calamari, Quinn Emanuel
Urquhart & Sullivan LLP, Rachael L. McCracken, Quinn Emanuel
Urquhart & Sullivan, LLP, Richard R Voelbel, Felhaber Larson, Ryan
A Olson, Felhaber Larson, Sarah J. Cole, Quinn Emanuel Urquhart &
Sullivan LLP, Yelena Konanova, Quinn Emanuel Urquhart & Sullivan,
LLP, Zena Jacobsen, Quinn Emanuel Urquhart & Sullivan, LLP, Amy
Slusser Conners, Robins Kaplan LLP, Jessica J Nelson, Felhaber
Larson & Daniel R Kelly, Felhaber Larson.
Sierra Pacific Mortgage Company, Inc., Counter Claimant,
represented byJonathan M Jenkins, JENKINS KAYAYAN LLP, Lara
Kayayan, JENKINS KAYAYAN LLP, Navdeep Singh, Jenkins Kayayan LLP &
Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered.
ResCap Liquidating Trust, Counter Defendant, represented by Anthony
Alden, Quinn Emanuel Urquhart & Sullivan, Bradley T Smith, Felhaber
Larson, Christina Wu, Quinn Emanuel Urquhart & Sullivan LLP,
Danielle L. Gilmore, Quinn Emanuel Urquhart & Sullivan LLP, David
Elsberg, Quinn Emanuel Urquhart & Sullivan LLP, David L Hashmall,
Felhaber Larson,Donald G Heeman, Felhaber Larson, Duane R.A. Lyons,
Quinn Emanuel Urquhart & Sullivan, Gabriel F Soledad, Quinn Emanuel
Urquhart & Sullivan, Isaac Nesser, Quinn Emanuel Urquhart &
Sullivan, Jake M. Shields, Quinn Emanuel Urquhart & Sullivan,
Jeffrey A Lipps, Carpenter Lipps & Leland LLP, Jennifer A L Battle,
Carpenter Lipps & Leland LLP,Johanna Ong, Quinn Emanuel Urquhart &
Sullivan, LLP, Marnie E Fearon, Felhaber Larson, Matthew R Scheck,
Quinn Emanuel Urquhart & Sullivan,Molly Caroline Stephens, Quinn
Emanuel Urquhart & Sullivan, LLP, Peter E. Calamari, Quinn Emanuel
Urquhart & Sullivan LLP, Rachael L. McCracken, Quinn Emanuel
Urquhart & Sullivan, LLP, Richard R Voelbel, Felhaber Larson, Ryan
A Olson, Felhaber Larson, Sarah J. Cole, Quinn Emanuel Urquhart &
Sullivan LLP, Yelena Konanova, Quinn Emanuel Urquhart & Sullivan,
LLP, Zena Jacobsen, Quinn Emanuel Urquhart & Sullivan, LLP, Amy
Slusser Conners, Robins Kaplan LLP, Jessica J Nelson, Felhaber
Larson & Daniel R Kelly, Felhaber Larson.
Residential Funding Company, LLC, Counter Defendant, represented
byAnthony Alden, Quinn Emanuel Urquhart & Sullivan, Christina Wu,
Quinn Emanuel Urquhart & Sullivan LLP, David Elsberg, Quinn Emanuel
Urquhart & Sullivan LLP, David L Hashmall, Felhaber Larson, Donald
G Heeman, Felhaber Larson, Duane R.A. Lyons, Quinn Emanuel Urquhart
& Sullivan,Edward P Sheu, Best & Flanagan LLP, Gabriel F Soledad,
Quinn Emanuel Urquhart & Sullivan, Isaac Nesser, Quinn Emanuel
Urquhart & Sullivan,Jeffrey A Lipps, Carpenter Lipps & Leland LLP,
Jennifer A L Battle, Carpenter Lipps & Leland LLP, Johanna Ong,
Quinn Emanuel Urquhart & Sullivan, LLP, Marnie E Fearon, Felhaber
Larson, Matthew R Scheck, Quinn Emanuel Urquhart & Sullivan, Molly
Caroline Stephens, Quinn Emanuel Urquhart & Sullivan, LLP, Peter E.
Calamari, Quinn Emanuel Urquhart & Sullivan LLP, Richard R Voelbel,
Felhaber Larson, Ryan A Olson, Felhaber Larson, Sarah J. Cole,
Quinn Emanuel Urquhart & Sullivan LLP, Thomas G Garry, Best &
Flanagan LLP, Amy Slusser Conners, Robins Kaplan LLP,Bradley T
Smith, Felhaber Larson, Jessica J Nelson, Felhaber Larson &Daniel R
Kelly, Felhaber Larson.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the
public relations consultants to the Company in the Chapter 11
case. Morrison Cohen LLP is advising ResCap's independent
directors. Kurtzman Carson Consultants LLP is the claims and
notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans
to Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
SAMSON RESOURCES: Can Hire Grant Thornton as Tax Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Samson Resources Corporation and its debtor-affiliates to employ
Grant Thornton LLP as their bankruptcy accounting servicer and tax
consultant.
The firm will provide accounting, financial reporting, and tax
consultation services including, but not limited to the following
services:
a) income tax provision preparation services;
b) property and sales yax compliance services;
c) severance tax, royalty compliance, revenue accounting
consulting services;
d) stock basis calculation services;
e) tax compliance services;
f) tax depletion services;
g) oklahoma unclaimed property vda and closure of remaining
state audits;
h) property tax bill processing services;
i) sales tax audit review services;
j) tax consulting services related to bankruptcy; and
k) general tax consulting services.
In addition, the firm will provide other accounting and tax
consultation services as may be requested from time to time. To
the extent those requested services are outside the agreement.
The firm's discounted hourly rate as negotiated with the Debtors
for
professional services rendered during calendar year 2015 are as
follows:4
Professional Hourly Rate
------------ -----------
Partner/Managing Director $440
Senior Manager/Director $350
Manager $280
Senior Staff $200
Associate Staff $180
The firm said it also will seek reimbursement for reasonable,
documented, and necessary expenses incurred, including, but not
limited to meals, lodging, travel, photocopying, delivery service,
postage, vendor charges, and other out-of-pocket expenses incurred
in providing professional services. The firm will bill 3.5% of
fees to cover such expense items.
Timothy D. Ogden, partner at the firm, assured the Court that the
firm is a "disinterested person" within the meaning of Section
341(a) of the Bankruptcy Code.
Mr. Ogden can be reached at:
Timothy D. Ogden
Grant Thornton LLP
2431 E. 61st Street, Suite 500
Tulsa, OK 74136
Tel: 918.877.0800
Fax: 918.877.0805
Email: timothy.ogden@us.gt.com
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production
company with interests in various oil and gas leases primarily
located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and
Wyoming. The Operating Companies operate, or have royalty or
working interests in, approximately 8,700 oil and gas production
sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker. Garden City Group, LLC serves as claims and
noticing agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.
SANTA FE GOLD: Deadline to Remove Suits Extended to March 23
------------------------------------------------------------
U.S. Bankruptcy Judge Mary Walrath has given Santa Fe Gold Corp.
until March 23, 2016, to file notices of removal of lawsuits
involving the company and its affiliates.
About Santa Fe Gold
Santa Fe Gold Corporation and three affiliated entities, a group of
mining and mineral exploration companies headquartered in
Lordsburg, New Mexico, filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Lead Case No. 15-11761) on Aug. 26, 2015, to pursue
an expedited sale of their assets in order to maximize value for
all stakeholders.
The case is pending before the Honorable Mary F. Walrath. The
cases are being jointly administered for procedural purposes. The
Debtor continues to operate its business and manage its properties
as a debtor-in-possession.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Canaccord Genuity Group Inc., as financial advisor; and
American Legal Claim Services, LLC, as notice, claims, and
solicitation agent.
Santa Fe Gold disclosed $19.1 million in assets and $29.9 million
in debt as of March 31, 2015.
Andrew Vara, acting U.S. trustee for Region 3, appointed
International Goldfields Limited, Tyhee Gold Corp., and Rocky
Mountain Transportation Inc. to the official committee of unsecured
creditors. The committee is represented by Squire Patton Boggs
(US) LLP.
SANUWAVE HEALTH: Offering 31.25 Million Units
---------------------------------------------
SANUWAVE Health, Inc., filed a Form S-1 registration statement with
the Securities and Exchange Commission relating to the offering of
a minimum of 31,250,000 Units, with each Unit consisting of:
(i) one share of the Company's common stock, $0.001 par value;
and
(ii) one detachable warrant to purchase one share of the
Company's Common Stock at an exercise price of $0.08 per
share for gross proceeds of $2,500,000 before deduction of
commissions and offering expenses and a maximum of
50,000,000 Units for gross proceeds of $4,000,000 before
deduction of commissions and offering expenses.
The Units will separate immediately and the Common Stock and
Warrants will be issued separately. This offering expires on the
earlier of (i) the date upon which all of the Units being offered
have been sold, or (ii) Jan. 29, 2016. In addition, the Company
may terminate this offering at any time prior to the expiration
date. All costs associated with the registration will be borne by
the Company.
The Company will receive none of the proceeds from the sale of any
shares by the selling stockholders. The Company will bear all
expenses of registration incurred in connection with this offering,
but all selling and other expenses incurred by the selling
stockholders will be borne by them.
The Company's Common Stock is quoted on the OTC Bulletin Board
under the symbol SNWV.OB. The high and low bid prices for shares
of the Company's Common Stock on Dec. 14, 2015, were $0.09 and
$0.08 per share, respectively, based upon bids that represent
prices quoted by broker-dealers on the OTC Bulletin Board. These
quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions, and may not represent actual
transactions.
A copy of the Form S-1 is available for free at:
http://is.gd/nmRdFX
About SANUWAVE Health
Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.
SANUWAVE Health reported a net loss of $5.97 million on $847,000 of
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $11.3 million on $800,000 of revenues in 2013.
As of Sept. 30, 2015, the Company had $1.50 million in total
assets, $6.62 million in total liabilities and a stockholders'
deficit of $5.12 million.
Bankruptcy Warning
"The continuation of the Company's business is dependent upon
raising additional capital before the conclusion of fourth quarter
of 2015 to fund operations. Management's plans are to obtain
additional capital through the issuance of common or preferred
stock, securities convertible into common stock or secured or
unsecured debt, investments by strategic partner for market
opportunities, which may include strategic partnerships or
licensing arrangements or complete a joint venture, partnership or
sale of the wound product to complete the FDA trial successfully
and begin commercialization of the product in 2016. These
possibilities, to the extent available, may be on terms that result
in significant dilution to the Company's existing shareholders.
Although no assurances can be given, management of the Company
believes that potential additional issuances of equity or other
potential financing transactions as discussed above should provide
the necessary funding for the Company to continue as a going
concern. If these efforts are unsuccessful, the Company may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company states in the quarterly report for the period
ended Sept. 30, 2015.
SHOAL GAMES: Losses, Deficit Raise Going Concern Doubt
------------------------------------------------------
Shoal Games Ltd. has reported losses from operations for the
quarters ended September 30, 2015 and 2014, and has an accumulated
deficit of $17,588,237 as at September 30, 2015.
"This raises substantial doubt about the company's ability to
continue as a going concern," J.M. Williams, chief executive
officer and president, and H.W. Bromley, chief financial officer of
the company said in a regulatory filing with the U.S. Securities
and Exchange Commission on November 13, 2015.
Messrs. Williams and Bromley continued, "In view of the matters
described in the preceding paragraph, recoverability of a major
portion of the recorded asset amounts and settlement of the
liability amounts shown in the accompanying balance sheets is
dependent upon continued operations of the company, which in turn
is dependent upon the company's ability to succeed in its future
operations.
"Management continues to review operations in order to identify
additional strategies designed to generate cash flow, improve the
company's financial position, and enable the timely discharge of
the company's obligations. If management is unable to identify
sources of additional cash flow in the short term, it may be
required to further reduce or limit operations."
The net loss after taxation from continuing operations for the
quarter ended September 30, 2015, amounted to ($785,611), a loss of
($0.01) per share, compared to a net loss from continuing
operations of ($710,901) or ($0.01) per share in the quarter ending
September 30, 2014 and net loss from continuing operations of
($666,512), or ($0.01) per share in the second quarter of fiscal
2015.
The net loss after taxation and discontinued operations for the
quarter ended September 30, 2015, amounted to ($785,611), a loss of
($0.01) per share, compared to a net loss of ($458,910) or ($0.01)
per share in the third quarter of fiscal 2014 and net loss of
($666,512) or ($0.01) per share in the second quarter of fiscal
2015. The increase in net loss compared to the third quarter of
fiscal 2014 and the second quarter of fiscal 2015, is due to the
increase in the marketing expenses of Trophy Bingo to attract
players to the game.
At September 30, 2015, the company had total assets of $2,017,889
and total stockholders' equity of $1,770,633.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/zaznpw7
Shoal Games Ltd. owns and markets a non-gambling social bingo game
called Trophy Bingo, which is currently live and available in the
Google Play Store and the Apple App Store. The company is
headquartered in The Valley, Anguilla.
SPENDSMART NETWORKS: Extends Tender Offer Until Jan. 22
-------------------------------------------------------
Spendsmart Networks, Inc., amended and supplemented its Tender
Offer Statement on Schedule TO filed with the Securities and
Exchange Commission originally filed on Dec. 4, 2015, relating to
an offer by the Company to amend warrants to purchase an aggregate
of 21,634,695 shares of common stock including:
(i) outstanding warrants to purchase an aggregate of
17,918,675 shares of the Company's common stock issued to
investors who participated in the Company's private
placement financing closed on Feb. 11, 2014, Feb. 21,
2014, March 6, 2014, and March 14, 2014;
(ii) outstanding warrants to purchase an aggregate of 1,711,106
shares of the Company's common stock issued to investors
who participated in the Company's private placement
financings closed on Nov. 30, 2012, July 19, 2012,
June 20, 2012, May 24, 2012, and March 31, 2012, as well
as warrants issued to the placement agent in connection
with such financings;
(iii) outstanding warrants to purchase an aggregate of 1,569,935
shares of the Company's common stock issued to investors
who participated in the Company's private placement
financing completed on Jan. 19, 2011, May 20, 2011,
Oct. 21, 2011, and Nov. 21, 2011, as well as warrants
issued to the placement agent in connection with such; and
(iv) outstanding warrants to purchase an aggregate of 434,979
shares of the Company's common stock issued to investors
who participated in the Company's private placement
financings closed on Nov. 16, 2010.
The Company is extending the expiration date of the Offer to Amend
and Exercise until 5:00 p.m. Eastern Time on Jan. 22, 2016, unless
further extended. The Offer had been previously scheduled to
expire at 5:00 p.m. Eastern Time on Jan. 5, 2016.
About SpendSmart Networks
SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues. These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems. We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets. The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.
SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $8.52 million in total
assets, $4.48 million in total liabilities and $4.04 million in
total stockholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation. These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern.
THERAPEUTICSMD INC: Brian Bernick Continues to Serve as CCO
-----------------------------------------------------------
TherapeuticsMD, Inc., entered into an employment agreement with
Brian Bernick, a director of the Company, pursuant to which Dr.
Bernick will continue to serve as the chief clinical officer of the
Company.
The Bernick Employment Agreement has an initial term of one year
and will automatically extend for additional one year periods on
each anniversary of its effective date unless at least 90 days
prior to such anniversary, the Company or Dr. Bernick provides the
other with notice that it or he does not wish to extend the term.
Pursuant to the Bernick Employment Agreement, Dr. Bernick will
receive compensation for his services in the form of a base salary
of $425,000, an annual cash bonus targeted at 50% of Dr. Bernick's
base salary and a grant of options to purchase 325,000 shares of
the Company's common stock. In the event of termination of Dr.
Bernick's employment by the Company without good cause or
termination by Dr. Bernick with good reason, subject to Dr.
Bernick's execution of a release of all claims against the Company
and its affiliates, in form and substance reasonably acceptable to
the Company, Dr. Bernick will receive severance payments from the
Company in the form of: (i) his then current base salary for a
period of 12 months; (ii) all targeted bonus awards that would be
due and payable during the 12 month period following the effective
date of such termination absent such termination of employment
under the terms of the Company's annual short-term incentive
compensation program; (iii) a continuation of insurance benefits
for the 12 month period following the effective date of such
termination; (iv) all unvested equity compensation granted after
the effective date of the Bernick Employment Agreement and held by
Dr. Bernick in his capacity as an employee of the Company on the
effective date of the termination will vest as of the effective
date of that termination; and (v) payment for accrued but unused
paid time off.
The Bernick Employment Agreement also includes customary
non-competition and non-solicitation provisions.
Employment Agreements with Other Executives
On Dec. 17, 2015, the Company entered into employment agreements
with Michael Donegan and Mitchel Krassan, pursuant to which Mr.
Donegan will continue to serve as the vice president, finance of
the Company, and Mr. Krassan will continue to serve as the chief
strategy and performance officer of the Company.
Each of the Officer Employment Agreements has an initial term of
one year and will automatically extend for additional one year
periods on each anniversary of its effective date unless at least
90 days prior to such anniversary, the Company or the officer
provides the other with notice that it or he does not wish to
extend the term.
Pursuant to the Officer Employment Agreements, Mr. Donegan and Mr.
Krassan will receive compensation for their services in the form of
a base salary of $290,000 and $300,000, respectively, an annual
cash bonus targeted at 25% and 50%, respectively, of such officer's
base salary and a grant of options to purchase 100,000 and 150,000
shares, respectively, of the Company's common stock. In the event
of termination of Mr. Donegan's or Mr. Krassan's employment by the
Company without good cause or termination by Mr. Donegan or Mr.
Krassan, respectively, with good reason, subject to the officer's
execution of a release of all claims against the Company and its
affiliates, in form and substance reasonably acceptable to the
Company, the terminated officer will receive severance payments
from the Company in the form of: (i) his then current base salary
for a period of 12 months; (ii) all targeted bonus awards that
would be due and payable during the twelve (12) month period
following the effective date of such termination absent such
termination of employment under the terms of the Company's annual
short-term incentive compensation program; (iii) a continuation of
insurance benefits for the 12 month period following the effective
date of such termination; (iv) all unvested equity compensation
granted after the effective date of the Officer Employment
Agreements and held by the executive in his capacity as an employee
of the Company on the effective date of the termination will vest
as of the effective date of that termination; and (v) payment for
accrued but unused paid time off.
The Officer Employment Agreements also include customary
non-competition and non-solicitation provisions.
Bylaws Amendment
The Nominating and Corporate Governance Committee of the Company's
Board of Directors reviews, from time to time, developments and
improvements in prevailing corporate governance best practices
among issuers comprising the Russell 3000 index and the Company's
peers. Such review also takes into account the corporate
governance policies, practices and procedures advocated by the
Company's leading institutional investors and the voting policies
recommended by the leading U.S. proxy advisory firms. In that
context, the Committee recommended to the entire Board, and on Dec.
17, 2015, the Board unanimously approved and adopted, the First
Amendment to the Bylaws of the Company consistent with Committee's
and the Board's view of best practices that are designed to protect
the interests of all of the Company's stockholders. Certain
changes, largely of a technical nature, also are intended to
comport with provisions of the Nevada Revised Statutes that permit
Nevada corporations to establish certain voting and notice
procedures.
The First Amendment amends Article II, Section 8 of the Bylaws to
create a process for the Board to establish a record date for
determining those stockholders of the Company who are entitled to
sign a written consent approving a stockholder action. The
amendment provides that the record date set by the Board cannot be
more than ten days after the date on which the resolution fixing
the record date is adopted by the Board. The amendment also
provides that if the Board fails to fix the record date within ten
days after receipt of notice requesting it to do so, then the
record date will be the first day on which a signed written consent
is delivered to the Secretary or Assistant Secretary of the Company
(if no prior action of the Board is required by law) or at the
close of business on the day on which the Board adopts the
resolution taking such prior action if so required.
The First Amendment adds Article II, Section 9 to the Bylaws to
create an advance notice requirement for director nominations and
certain other business proposals to be presented by stockholders at
the Company's annual meetings of stockholders. The amendment
requires that, subject to certain exceptions, a stockholder provide
information regarding a business proposal or a director nomination
to the Company no earlier than the 120th day and no later than the
90th day prior to the first anniversary of the preceding year's
annual meeting of stockholders and update and supplement such
information.
The Bylaws also provide that except in certain cases for directors
elected by the holders of any series of preferred stock, a director
may be removed from office with or without cause and only by the
affirmative vote of two-thirds or more of the combined voting power
of the then issued and outstanding shares of the Company's capital
stock entitled to vote in the election of directors, voting
together as a single class.
About TherapeuticsMD
Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women. The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics. The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.
TherapeuticsMD reported a net loss of $54.2 million on $15.02
million of net revenues for the year ended Dec. 31, 2014, compared
with a net loss of $28.4 million on $8.77 million of net revenues
for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $90.5 million in total
assets, $12.9 million in total liabilities and $77.6 million in
total stockholders' equity.
UTSTARCOM HOLDINGS: Gu Guoping, et al., Own 11.7M Ordinary Shares
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Gu Guoping, Shanghai Phicomm Communication Co., Ltd.,
Phicomm Technology (Hong Kong) Co., Limited, The Smart Soho
International Limited, and Chongqing Liangjian New District
Strategic Emerging Industries Equity Investment Fund Partnership
(Limited Partnership) disclosed that as of Dec. 16, 2015, they
beneficially own 11,739,932 ordinary shares, Par Value US$0.00375
per share, of UTStarcom Holdings Corp., representing 31.7 percent
of the shares outstanding. A copy of the regulatory filing is
available at http://is.gd/m16dNo
About UTStarcom, Inc.
UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support. The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks. The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.
UTStarcom reported a net loss of $30.3 million in 2014, a net loss
of $22.7 million in 2013 and a net loss of $34.4 million in 2012.
As of Sept. 30, 2015, the Company had $209.41 million in total
assets, $105 million in total liabilities and $104 million in total
equity.
VANC PHARMACEUTICALS: Smythe Ratcliffe Has Going Concern Doubt
--------------------------------------------------------------
Smythe Ratcliffe LLP, in a letter dated September 29, 2015, to the
Shareholders of VANC Pharmaceuticals Inc., expressed substantial
doubt about the company's ability to continue as a going concern.
The Vancouver, Canada-based firm audited the consolidated financial
statements of the company, which comprise the consolidated
financial position as at June 30, 2015, and the consolidated
statements of comprehensive loss, changes in equity and cash flows
for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Smythe Ratcliffe noted certain matters and conditions "that
indicate the existence of material uncertainties that may cast
substantial doubt about the company's ability to continue as a
going concern."
"The company has always experienced operating losses and negative
operating cash flows. Operations have been funded by the issuance
of share capital," disclosed Amandeep Parmar, chief financial
officer of the company, in a regulatory filing with the U.S.
Securities and Exchange Commission on November 12, 2015.
"These conditions may cast substantial doubt on the company's
ability to continue as a going concern."
"The continuation of the company as a going concern is dependent
upon its ability to generate revenue from its operations, which
commenced in the fourth quarter of fiscal year 2015 or raise
additional financing to cover ongoing cash requirements," according
to Mr. Parmar.
Moreover, the consolidated financial statements of the company as
at June 30, 2014 and 2013 and for the years ended were audited by
another auditor, MNP LLP who expressed an unmodified opinion on
those statements on October 28, 2014. In its letter to the
shareholders of the company dated October 28, 2014, MNP noted, "...
the company has suffered recurring losses from operations and has
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern."
At June 30, 2015, the company had total assets of C$3,540,585 and
total deficit of C$3,353,461.
The comprehensive (loss) from operations was C$(2,200,648) for the
year ended June 30, 2015 compared to a loss of C$(733,946) during
the same period ended June 30, 2014. This significant increase was
due to non-cash transactions.
A full-text copy of the company's annual report is available for
free at: http://tinyurl.com/zx4sm2r
VANC Pharmaceuticals Inc. is listed on the TSX Venture Exchange as
"NPH" and is quoted on the OTC as "NUVPF". The British Columbia,
Canada-based company is focused on the manufacture and distribution
of generic and over-the-counter pharmaceuticals.
VISUALANT INC: Renews Credit Facility with Capital Source
---------------------------------------------------------
Visualant, Incorporated, finances its TransTech operations from
operations and a Secured Credit Facility with Capital Source
Business Finance Group. On Dec. 9, 2008, TransTech entered into a
$1,000,000 secured credit facility with Capital Source to fund its
operations. On Dec. 12, 2015, the secured credit facility was
renewed for an additional six months, with a floor for prime
interest of 4.5% (currently 4.5%) plus 2.5%. The eligible
borrowing is based on 80% of eligible trade accounts receivable,
not to exceed $1,000,000. The secured credit facility is
collateralized by the assets of TransTech, with a guarantee by
Visualant, including a security interest in all assets of
Visualant. Availability under this Secured Credit ranges from $0
to $175,000 ($24,000 as of Sept. 30, 2015) on a daily basis. The
remaining balance on the accounts receivable line of $364,757 as of
Sept. 30, 2015, must be repaid by the time the secured credit
facility expires on June 12, 2016, or the Company renews by
automatic extension for the next successive six-month term.
Note Payable to Umpqua Bank
The Company has a $199,935 Business Loan Agreement with Umpqua
Bank, which matures on Dec. 31, 2015, and provides for interest at
3.25% per year. On Dec. 19, 2015, the Umpqua Loan maturity was
extended to Dec. 31, 2016, and provides for interest at 3.50% per
year Related to this Umpqua Loan, the Company entered into a demand
promissory note for $200,000 on Jan. 10, 2014, with an entity
affiliated with Ronald P. Erickson, the Company's chief executive
officer. This demand promissory note will be effective in case of
a default by the Company under the Umpqua Loan.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of Sept. 30, 2015, the Company had $2.46 million in total
assets, $7.83 million in total liabilities, all current, and a
$5.37 million total stockholders' deficit.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
WISE GROUP: Moody's Lowers CFR to Caa2, Outlook Negative
--------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating for Wise Metals Intermediate
Holdings to Caa2 and Caa2-PD from B3 and B3-PD respectively. At
the same time, Moody's downgraded to Ca from Caa2 the senior
unsecured ratings of the PIK toggle notes of Wise and Wise Holdings
Finance Corporation as co-issuers. Moody's also downgraded to Caa3
from Caa1 the senior secured rating of Wise Metals Group LLC and
Wise Alloys Finance Corporation as co-issuers. The outlook is
negative.
The ratings downgrade reflects the weak performance of Wise to date
in 2015, the continued deterioration in debt protection metrics and
increase in leverage, which, as measured by the debt/EBITDA ratio
is approximately 13x for the twelve months to Sept. 30, 2015. In
addition, the downgrade considers the fact that based upon Wise's
current performance it is unable to cover its interest payments and
has relied on its parent, Constellium (B3 CFR ) to provide support.
Constellium has recently provided funds for interest payments on
the senior secured notes at Wise Metals and advised that the PIK
toggle note at Wise will go to PIK in 2016, thereby increasing the
debt obligations of Wise as these notes accrete. The downgrade
factors in the potential that Constellium may not continue to
provide such support. The downgrade also considers the
announcement that Wise Alloys (the principal operating subsidiary)
is exploring ways to refinance its ABL facility, which would
include seeking to eliminate Constellium's guarantee and the
announcement by Constellium that it is exploring alternatives for
Wise.
Wise's acquisition by Constellium N.V. was concluded on Jan. 5,
2015 for a cash consideration of $455 million and the assumption of
approximately $945 million in debt. Constellium has not guaranteed
the $150 million of PIK toggle notes at Wise or the $650 million of
senior secured notes at Wise Metals. Debt service on these
obligations remains dependent on the earnings and cash flow
generation ability of Wise Metals. Wise, a holding company with no
material operating assets other than its ownership of Wise Metals,
is dependent upon distributions from Wise Metals to meet its debt
service requirements. Constellium does guarantee the ABL at Wise
Alloys LLC, the principal operating entity.
Downgrades:
Issuer: Wise Metals Intermediate Holdings LLC
Corporate Family Rating, Downgraded to Caa2 from B3
Probability of Default Rating, Downgraded to Caa2-PD
from B3-PD
Senior Unsecured Regular Bond/Debenture, Downgraded
to Ca (LGD6) from Caa2 (LGD6)
Outlook Actions:
Issuer: Wise Metals Intermediate Holdings LLC
Outlook, Remains Negative
Issuer: Wise Metals Group LLC
Senior Secured Regular Bond/Debenture, Downgraded to Caa3 (LGD4)
from Caa1 (LGD4)
Outlook Actions:
Issuer: Wise Metals Group LLC
Outlook, Remains Negative
RATINGS RATIONALE
Wise is the holding company for Wise Metals Group LLC, which in
turn holds the interests in the operating subsidiaries, Wise Alloys
LLC being the primary earnings generator.
The Caa2 CFR for Wise reflects the company's high debt levels and
increasing leverage, decreasing profit margins, weak credit metrics
and increasing liquidity tightness. Based upon performance for the
twelve months through Sept. 30, 2015, leverage, as measured by the
debt/EBITDA ratio, based upon Moody's standard adjustments, is
estimated at roughly 13x. Based upon current operating rates,
weakness in the aluminum markets, despite the pass through nature
of Wise's business footprint for aluminum prices, meaningful
improvement is not expected. While the company's performance to
date in 2015 has been negatively impacted, in part, by the material
drop in MidWest premiums, which cannot be hedged in size, the
overall earnings trend remains weak. In addition, the CFR reflects
Constellium's review of its strategic objectives as they relate to
Wise.
Wise Metals continues to have a good position in the North American
beverage can sheet market and a solid customer base with sales
supported by multi-year contracts. Despite our view that the US
can sheet market is in a slow secular decline, Wise Metals is well
positioned to maintain its volume levels in this market. The
company has long-term contracts with Coca Cola, a consortium of
bottlers under Anheuser Busch LLC, and Rexam, all with staggered
expiry dates. For the nine months through Sept. 30, 2015, the
company's three largest customers contributed roughly 82% of
revenue. However, given the fixed costs in the business, volume
growth and improved capacity utilization are seen as critical to
earnings and cash flow improvement and these do not seem to have
materialized to the degree expected.
The Ca rating on the Wise PIK toggle notes reflects their
structural subordination within the liability waterfall to a
significant amount of secured debt and reliance on dividend
payments from Wise Metals. These notes have no guarantees. The
Caa3 rating on the Wise Metals senior secured debt, guaranteed by
certain subsidiaries, including Wise Alloys LLC, reflects the
weaker security available to this instrument relative to the
company's asset-backed revolving credit facility ("ABL") and
priority accounts payable.
The company's liquidity is currently supported by a $200 million
ABL, guaranteed by Constellium. The facility has a fixed charge
coverage ratio requirement should availability fall below 10% of
the commitment amount. The company also has a $100 million
receivables securitization program, which expires in March 2016 but
does contain an extension option.
The negative outlook reflects headwinds facing the company in
improving its earnings and cash generation profile, as well as the
weak fundamentals in the aluminum market. In addition, the outlook
considers that the strategic investment requirements are likely to
result in increased leverage as cash flow generation is not seen as
sufficient to support.
The rating could be pressured downward should performance
deteriorate further and liquidity continue to contract, the company
experience sustained volume and margin declines or should the time
horizon for an improvement in credit metrics encounter further
delays. Quantitatively, ratings could be downgraded if
debt-to-EBITDA is likely to be sustained above 7.5x,
EBIT-to-interest below 1x, or if the company generates negative
free cash flow on a sustained basis. A significant contraction in
liquidity or availability under the ABL and other liquidity
facilities could also negatively affect the rating.
An upgrade is unlikely at this time due to Wise's highly leveraged
profile, modest earnings base, slow recovery in general demand for
aluminum products and the uncertainty over future financial
policies.
The principal methodology used in these ratings was Global Steel
Industry published in October 2012.
Headquartered in Muscle Shoals, Alabama, Wise Metals Intermediate
Holdings LLC is a holding company that owns a 100% stake in Wise
Metals Group LLC, which, in turn, owns 100% of Wise Alloys LLC, a
producer of rolled aluminum products supplying primarily the North
American can sheet market. Wise Alloys contributes the majority of
the company's consolidated revenues. Wise Metals also wholly-owns
Listerhill Total Maintenance Center LLC, which provides project and
maintenance engineering services, and Alabama Electric Motor
Services LLC, which sells and services electric motors. Moody's
collectively refer to the group of companies as "Wise".
Consolidated revenues for the twelve months ending Sept. 30, 2015,
were $1.4 billion.
[^] BOOK REVIEW: The Money Wars
-------------------------------
Author: Roy C. Smith
Publisher: Beard Books
Softcover: 370 pages
List Price: $34.95
Review by David Henderson
Get your own personal today at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt
Business is war by civilized means. It won't get you a tailhook
landing on an n aircraft carrier docked in San Diego, but the
spoils of war can be glorious to behold.
Most executives do not approach business this way. They are
content to nudge along their behemoths, cash their options, and
pillage their workers. This author calls those managers "inertia
ridden." He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."
In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield. The 1980s saw the last great spectacle of business
titans clashing. (The '90s, by contrast, was an era of the
investment banks waging war on the gullible.) The Money Wars is
the story of the last great buyout boom. Between 1982 and 1988,
more than ten thousand transactions were completed within the U.S.
alone, aggregating more than $1 trillion of capitalization.
Roy Smith has written a breezy read, traversing the reader through
an important piece of U.S. history, not just business history. Two
thirds of the way through the book, after covering early twentieth
century business history, the growth of financial engineering
after WWII, the conglomerate era, the RJR-Nabisco story, and the
financial machinations of KKR, we finally meet the star of the
show, Michael Milken. The picture painted by the author leads the
reader to observe that, every now and then, an individual comes
along at the right time and place in history who knows exactly
where he or she is in that history, and leaves a world-historical
footprint as a result. Whatever one may think of Milken's ethics
or his priorities, the reader will conclude that he is the
greatest financial genius this country has produced since J.P.
Morgan.
No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men (and
it always seems to be men). Something there is about testosterone
and money. With so many deals being done, insider trading was
inevitable. Was Michael Milken guilty of insider trading?
Probably, but in all likelihood, everybody who attended his lavish
parties, called "Predators' Balls," shared the same information.
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm? That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.
When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalist like Carl Icahn and Ted Turner, who were
ready and able to wage their own financial warfare.
This book is a must read for any student of business who did not
live through any of these fascination financial eras.
Roy C. Smith is a professor of entrepreneurship, finance and
international business at NYU, and teaches on the faculty there of
the Stern School of Business. Prior to 1987, he was a partner at
Goldman Sachs. He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Harvard in 1966.
*********
Monday's edition of the TCR delivers a list of indicative prices
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Don't be fooled. Assets, for example, reported at historical cost
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equity securities trade in public market are determined by more
than a balance sheet solvency test.
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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
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Copyright 2015. All rights reserved. ISSN: 1520-9474.
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