/raid1/www/Hosts/bankrupt/TCR_Public/160105.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, January 5, 2016, Vol. 20, No. 5
Headlines
800 BUILDING: Chapter 11 Plan Slated for Jan. 12 Hearing
ALPHA NATURAL: Spilman Thomas Submits Rule 2019 Statement
ARCHDIOCESE OF ST. PAUL: Court Denies Bid to Use Insurance Funds
ASR CONSTRUCTORS: FIC Settlement, Structured Dismissal Approved
ASR CONSTRUCTORS: Terms of Settlement With Federal Insurance
ATLAS ENERGY: Moody's Cuts Corporate Family Rating to 'Caa1'
BOOMERANG TUBE: Seeks June 2 Extension of Solicitation Period
BOOMERANG TUBE: Unsecureds to Get 4% to 6% Under New Plan
CAMBRIDGE ACADEMY: Fitch Affirms 'BB-' Rating on Revenue Bonds
CHARMING CHARLIE: Moody's Cuts Corporate Family Rating to 'B3'
DIOCESE OF DULUTH: Sets May Deadline for Abuse Claims
DLF INC: Case Summary & 20 Largest Unsecured Creditors
DOMUM LOCIS: Kilroy Seeks to Hire S&S as Property Manager
FILMED ENTERTAINMENT: Needs More Time to Decide on NY Lease
FILMED ENTERTAINMENT: Sells Assets to Edge Line for $425K
FRED FULLER: Court Wants Revised Disclosure Statement by Jan. 11
HAYFIELD, MN: Moody's Lowers Rating on $3MM GO Debt to Ba2
HDGM ADVISORY: Can Solicit Plan Votes Until January 21
HOVENSA LLC: U.S. Trustee Balks at Fee Application for Hamm Eckard
LEGION OPERATOR: Case Summary & 11 Largest Unsecured Creditors
MARSH HAWK: Court Closes Chapter 11 Bankruptcy Case
MEDIASHIFT INC: Eyes Jan. 25 Auction of Substantially All Assets
MF GLOBAL: Ex-CEO Corzine Denies Fault for Customer Cash Transfers
MMM HOLDINGS: Moody's Hikes Corporate Family Rating to 'B3'
PACIFIC RECYCLING: Can't File Chapter 11 Plan Until March 31
PACIFIC RECYCLING: Wants to Decide on Leases Until March 28
PARALLEL ENERGY: Gets Approval for Bonus Plan
PICO HOLDINGS: Activist Central Square Bemoans Board Nominee
PICO HOLDINGS: Disgruntled Investors Launch ReformPICONow Website
PINNACLE FOODS: Moody's Confirms Ba3 Corporate Family Rating
PITT PENN: IEAM Trustee's Settlement With Northwood Approved
RDIO INC: Court OKs Sale of Assets to Pandora for $75 Million
RELIANCE INSURANCE: Claims Bar Date Set for March 31
ROTONDO WEIRICH: Can Reject Brownsburg Real Property
ROTONDO WEIRICH: Wants to File Chapter 11 Plan Until April 23
RREAF O&G: Spectrum-Backed Plan Mulls Refinancing or Conversion
RREAF O&G: Targeting January Confirmation of Chapter 11 Plan
ST MICHAEL'S MEDICAL: Has Until March 7 on Lease-Related Decisions
STANDARD REGISTER: CareSource Seeks to Keep Insurance Proceeds
STANDARD REGISTER: Case Removal Period Expires Feb. 5
STANDARD REGISTER: Final Decree Entered Closing 10 of 11 Cases
SUNTECH AMERICA: ECD Challenges $0 Claim Estimation
SUNTECH AMERICA: Lumeta Wants Copy of Wuxi Agreement
SWIFT ENERGY: Enters Into Sale & Purchase Agreement with Texegy
SWIFT ENERGY: Expects Quick Chapter 11 Process
SWIFT ENERGY: Files Joint Plan of Reorganization
SWIFT ENERGY: Hires Kurtzman Carson as Claims & Noticing Agent
SWIFT ENERGY: Proposes Procedures to Protect NOLs
SWIFT ENERGY: Seeks Joint Administration of Cases
TOUSA INC: Creditors Receive Additional $15 Million Payout
VARIANT HOLDING: Allowed to Abandon Stake in Seasons Partners
VARIANT HOLDING: Court Denies Bid to Put Final DIP Order on Hold
WALTER ENERGY: PBGC to Take Over Pension Plan Ahead of Sale
WILLIAMS COS: S&P Puts 'BB+' CCR on CreditWatch Negative
ZONE CONSTRUCTION: Voluntary Chapter 11 Case Summary
[^] Large Companies with Insolvent Balance Sheet
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800 BUILDING: Chapter 11 Plan Slated for Jan. 12 Hearing
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The 800 Building, LLC, and 1016 West Hollywood, LLC, owners of
apartment buildings in Louisville, Kentucky and Chicago Illinois,
respectively, are slated on Jan. 12, 2016, to seek confirmation of
their Joint Chapter 11 Plan of Reorganization, which promises to
return 100 cents on the dollar to unsecured creditors.
Following a preliminary hearing on Dec. 1, 2015, Judge Jacqueline
P. Cox entered an order granting conditional approval of the
Debtors' Disclosure Statement and setting:
-- a Nov. 15, 2015 at 5:00 p.m. Central Time voting record date
for determining holders of claims that are entitled to vote on the
Plan.
-- A Dec. 30, 2015 deadline for objections and responses to the
Disclosure Statement and Plan.
-- A Dec. 30, 2015, at 5:00 p.m. deadline for voting on the
Plan.
-- A Jan. 6, 2016, deadline for the Debtors to file a reply or
memorandum in support of the Disclosure Statement and Plan.
-- A Jan. 12, 2016, at 10:30 a.m. combined hearing to consider
the adequacy of the Disclosure Statement and confirmation of the
Plan.
The Chapter 11 Plan
The 800 Building, and 1016 West Hollywood have proposed a Chapter
11 plan that proposes to pay unsecured creditors in full and let
the equity sponsors, Leon and Helen Petcov, retain 100% of the
membership interests in exchange for a contribution of $200,000 in
cash plus any and all claims or causes of action of the Petcovs
against Fine Homes, LLC.
The Debtors' property secures outstanding debt totaling
approximately $20.67 million, consisting of approximately (a) $5.52
million in first- and second- priority secured borrowings by the
Hollywood Debtor, (b) an additional $15.2 million in obligations of
their non-debtor affiliates for which the Properties serve as
collateral. The Hollywood Debtor also has approximately $144,000
in unsecured debt, while the 800 Building Debtor has approximately
$1.486 million in unsecured debt, of which approximately $1 million
has been asserted by a single party, Fine Homes, LLC, and is
disputed by the Hollywood Debtor. Fine Homes also asserts a
third-priority lien against the Hollywood Property for this same
amount. Finally, the Hollywood Property is subject to a
fourth-priority lien in favor of 1st Equity Bank Northwest which
secures a note owed to 1st Equity by Fine Homes, and 1st Equity
also has a judgment against Leon and Helen Petcov on their
guarantee of the 1st Equity Note.
The Reorganized Debtors will emerge with substantially less debt,
after giving effect to the restructuring transactions contemplated
by the Plan, which include:
* payment in full satisfaction of the $5.52 million in principal
obligations owed to IBC under the senior secured Prepetition Credit
Agreements (i.e., the Class 3 and Class 4
Claims) and a reduction of the other first-priority obligations of
the Debtor by approximately $2.5 million on the following terms:
(a) a reduction of $300,000 of the obligations of the Prepetition
Credit Agreements and (b) payment in full of the remaining
$5,200,000 in principal obligations owed under the senior secured
Prepetition Credit Agreements on or before the 18-month anniversary
of the Effective Date of the Plan;
* elimination of $8.1 million in cross-collateralized,
first-priority secured obligations owed to IBC upon repayment in
full of the Prepetition Credit Agreement Claims on or within 18
months of the Effective Date;
* satisfaction and release of the Fourth Priority Lien Claims of
1st Equity by payment on the Effective Date of $3 million to 1st
Equity in exchange for the 1st Equity Note and Mortgage and the
issuance of the $3.7 million 1st Equity Note Purchase Promissory
Note;
* resolution of the Fine Homes' Third Prior Line Claim against
the Hollywood Debtor and the underlying $1 million claim filed by
Fine Homes against both the Debtors, after applying the Debtor's
offsetting claims against Fine Homes.
* payment in full of the Allowed Other Priority Claims and Other
Secured Claims;
* payment in full of the present value, as of the Effective
Date, of the Allowed Chicago Water Department Claims, in the form
of 60 monthly, equal cash payments;
* payment in full of the present value, as of the Effective
Date, of the Allowed General Unsecured Claims, in the form of 12
monthly, equal cash payments; and
* 100 percent of the New Membership Interests in the Reorganized
Debtor will be distributed to the Equity Sponsor in exchange for
the New Equity Contribution.
The consummation of the financial restructurings contemplated by
the Plan will provide the Reorganized Hollywood Debtor with the
ability to refinance its debt obligations at the end of 18 months.
In addition, during that time, the Plan will protect the
Reorganized Debtors from efforts of the creditors of its non-debtor
affiliates to seek to enforce their liens on the Property. Because
borrowings under IBC notes that will replace the Prepetition Credit
Agreement may be paid down at any time during the 18 months
following the Effective Date, the Reorganized Debtors will be able
to take advantage of potential refinancing opportunities, which are
likely to be more available as a result of the improved capital
structure.
A copy of the Disclosure Statement filed Nov. 13, 2015, is
available for free at:
http://bankrupt.com/misc/800_Building_76_DS_Joint_Plan.pdf
A copy of the Chapter 11 Plan filed Nov. 13, 2015, is available for
free at:
http://bankrupt.com/misc/800_Building_75_Full_Playment_Plan.pdf
The 800 Building and 1016 West Hollywood's attorneys:
David J. Fischer, Esq.
Phillip W. Nelson, Esq.
LOCKE LORD LLP
111 South Wacker Drive
Chicago, IL 60606
Tel: (312) 201-2000
Fax: (312) 201-2555
E-mail: david.fischer@lockelord.com
phillip.nelson@lockelord.com
About The 800 Building
The 800 Building, LLC, owns and operates two adjacent but related
rental properties in downtown Louisville, Kentucky: (a) a 246-unit
residential apartment building known as The 800 Building, with a
street address of 800 South 4th Street; and (b) a 48-slot parking
garage, with a street address of 820 South 4th Street. 1016 West
Hollywood, LLC, owns an apartment building commonly known as 1016
West Hollywood Avenue, Chicago, Illinois. The companies are owned
by Leon and Helen Petcov and are managed by Leon Petcov.
The 800 Building sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 15-17314) on May 15, 2015. The Debtor disclosed
$21,564,298 in assets and $33,706,487 in liabilities as of the
Chapter 11 filing.
1016 West Hollywood sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 14-02696) on Jan. 29, 2014. The Debtor estimated assets
and debt of $1 million to $10 million.
The cases are assigned to Judge Jacqueline P. Cox.
The Debtors tapped Phillip W. Nelson, Esq., at Locke Lord LLP, in
Chicago, as counsel.
ALPHA NATURAL: Spilman Thomas Submits Rule 2019 Statement
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Spilman Thomas & Battle, PLLC, submitted a declaration pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose
that it is serving as counsel to these parties in connection with
Alpha Natural Resources, Inc., et al.'s Chapter 11 cases:
* Penn Virginia Operating Co., LLC,
* McCreery Coal Land Company,
* Pardee Minerals, LLC,
* JRY Natural Resources, LLC,
* The David J. Pierce Trust U/A dated February 23, 2011,
* Donald L. Blankenship, and
* Christian Colliery Company.
Each of the Parties may hold claims against the Debtors arising out
of applicable agreements, law, or equity pursuant to their
respective relationships with the Debtors. The Parties are in the
process of analyzing their claims against the Debtors and will
identify such claims against the Debtors in proofs of claim filed
prior to the applicable deadline.
Spilman represented Penn Virginia prior to the filing of Alpha
Natural's cases. Spilman represented McCreery Coal prior to the
filing of the cases. Spilman represented Pardee prior to the
filing of the cases. JRY retained Spilman for the case. The David
J. Pierce Trust U/A dated February 23, 2011 retained Spilman for
the case. Spilman represented Blankenship prior to the filing of
the casess. Spilman represented Christian Colliery prior to the
filing of these cases.
At the time of the filing of the petitions by the Debtors, Spilman
had claims in the aggregate approximate amount of $14,000.00
against Independence Coal Company, Inc. (matter concluded), Marfork
Coal Company, Inc. (matter stayed), Knox Creek Coal Corporation
(Fourth circuit appeal – MSHA claim), Sidney Coal Company, Inc.
(matter stayed) for certain discreet litigation matters handled on
behalf of those entities. None of Penn Virginia, McCreery, Pardee,
JRY, Pierce, Blankenship, or Christian Colliery has a claim against
any of these entities.
The firm can be reached at:
Peter M. Pearl, Esq.
SPILMAN THOMAS & BATTLE, PLLC
Post Office Box 90
Roanoke, VA 24002
Telephone: (540) 512-1800
Facsimile: (540) 342-4480
E-mail: ppearl@spilmanlaw.com
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.
ARCHDIOCESE OF ST. PAUL: Court Denies Bid to Use Insurance Funds
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota denied the
request of the Archdiocese of Saint Paul and Minneapolis to use its
general insurance funds to pay the fees and expenses of insurance
coverage counsel hired by the official parish committee.
Most of the funds held in the archdiocese's GIF account have been
contributed by parishes and have been used before to pay claims for
clergy sex abuse.
According to the archdiocese, it holds approximately $2.7 million
in the GIF account against a reserve of approximately $1.098
million. The archdiocese believes that these amounts are available
for other purposes.
About the Archdiocese of St. Paul
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and parishes
are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
U.S. Trustee for Region 12 appointed five creditors to serve on the
official committee of unsecured creditors.
The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors. Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
ASR CONSTRUCTORS: FIC Settlement, Structured Dismissal Approved
---------------------------------------------------------------
ASR Constructors, Inc., and its affiliated debtors on Dec. 30,
2015, won approval from Judge Mark Houle of a settlement that will
govern the distribution of funds of the estates, and the dismissal
of the Chapter 11 cases.
The Debtors previously submitted a Chapter 11 liquidating plan but
later withdrew the plan and disclosure statement after reaching a
settlement with the Federal Insurance Company, a secured creditor
asserting $172 million in claims against the Debtors.
The Settlement Agreement provides for, among other things, (i)
resolution of Gotte Electric, Inc.'s avoidance action against
Federal, (ii) a carve-out from Federal's secured lien that will
fund a pro-rata distribution to priority and general unsecured
creditors that may not otherwise be available in the cases, (iii) a
carve-out from estate assets otherwise subject to Federal's secured
lien to pay professional fees in the case; and (iv) a structured
dismissal of the Debtors' Chapter 11 cases.
The parties to the settlement are as follows: Gotte Electric, Inc.,
a California corporation ("Gotte") and Insurance Company of the
West ("ICW"), on the one hand, and ASR, Inland, Meridian, Alan
Regotti and Stacey Regotti ("Regottis"), The Regotti Family Trust
dated January 12, 2005 ("Regotti Family Trust"), Marc W. Berry and
Patricia Berry ("Berrys"), and Federal Insurance Company
("Federal"), on the other hand (the "Parties").
Under the Settlement Agreement, claims against the Estate to be
paid from the Claims Distribution Fund will be treated the same,
with no priority of payment given over another creditor (except for
the claims of Gotte and ICW). In other words, priority claims
under the Bankruptcy Code, will not be paid first, but will be
treated equally with other unsecured creditors. (Examples of
priority claims under the Bankruptcy Code are certain tax claims,
or wage related claims.) The fixed claim amounts will be paid
equally on a pro-rata basis, except that creditors Gotte and ICW
are to receive at 73% of the available Claims Distribution Fund
funds generated by the Settlement Agreement, with other unsecured
creditors to receive 27% of the available funds.
The Debtors and Federal stated that they have meritorious defenses
to the avoidance action pursued by Gotte, and that Federal has
liens on all of the Debtors' assets in an amount greater than the
value of such assets. They argued that the settlement provides
finality in these cases where a plan is not confirmable (the cases
are administratively insolvent absent successful avoidance of the
pre-petition liens asserted by Federal or Federal's agreement to
the limited release of its liens and carve out).
The settlement parties warned that if the settlement is not
approved, it is not clear who, if anyone, will continue to fund the
litigation of the Gotte Avoidance Action which could very well
result in a dismissal of the Gotte Avoidance Action and thus, the
preservation of Federal's liens, under which scenario unsecured
creditors would receive nothing.
The Settlement Motion was submitted Nov. 17. Hearings on the
Motion were conducted by Judge Houle on Dec. 8 and Dec. 23.
A copy of the Debtors' notice to creditors of the proposed final
resolution of the Debtors' cases is available for free at
http://bankrupt.com/misc/ASR_C_579_Notice_to_Creditors.pdf
Objections
Western Alliance Bank, an Arizona corporation doing business as
Torrey Pines Bank, the U.S. Trustee, and County of Riverside
submitted objections to the settlement motion. The Debtors later
reached a stipulation with Riverside.
The U.S. Trustee contends the settlement violates the absolute
priority rule and unfairly benefits certain creditors over others.
TPB objects that its claim must be consolidated with Gotte's claim
as TPB has a judgment lien against Gotte's assets.
The Debtors responded that the points raised in the outstanding
objections are not persuasive for these reasons:
(1) the extraordinary circumstances of this case allow for a
deviation from the absolute priority rule which the OUST does not
controvert;
(2) the settlement is in the best interest of the Estates and
their creditors in that the alternative to settlement is an
administratively insolvent case with no distribution to unsecured
creditors; and
(3) TPB's objection has no effect on the Motion being approved
but merely presents a dispute between TPB and ICW.
Settlement Order
In his Dec. 30, 2015 order, Judge Houle approved the Settlement
Agreement included in the (A) Declaration in Support of the Motion
for Order: (1) Approving Compromise Under Rule 9019 Between Gotte
Electric, Inc., The Debtors and Their Insiders and Federal
Insurance Company; (2) Approving Procedures for (i) Expedited
Procedure to Resolve Claims Objections, (ii) Distribution of Funds
of the Estates and (iii) Dismissal of the Chapter 11 Cases; and (3)
Granting Related Relief; (B) Copy of the Proposed Settlement
Agreement; and (C) Form of Proposed Order Granting the Motion.
The Stipulation between the Debtors and the County of Riverside is
approved and the Debtors are authorized to pay to the County of
Riverside its allowed administrative claim in the amount of $15,630
which will be paid directly from escrow from the gross proceeds on
the first to sell of the Perris Property or the San Bernardino
Property.
The procedures for the expedited procedure to resolve claims
objections are approved.
The Debtors are authorized to distribute funds of their respective
Estates as provided for in the Settlement Agreement and the Order
and based on the amounts set forth in the Notice to Creditors of:
(1) Proposed Final Resolution of the Debtors' Bankruptcy Cases; (2)
Proposed Final Distribution on Claims; and (3) Procedure to File
Objections with these modifications:
(i) BMO Harris Bank will have an unsecured claim in the amount
of $24,452 to be paid pro rata;
(ii) the County of Riverside will have an unsecured claim in the
amount of $31,546.74 to be paid pro rata; and
(iii) the Debtors will deposit and interplead all distributions
payable to ICW or Gotte with the court where ICW and/or Gotte has
filed a declaratory relief action against all known creditors of
Gotte who have (i) filed a proof of claim form in the Debtors'
bankruptcy cases, (ii) filed a Notice of Lien in that certain state
court litigation styled as Gotte Electric, Inc. v. ASR
Constructors, Inc., et al., Case No. RIC 529002, filed in Riverside
Superior Court, (iii) filed a UCC financing statement and/or Notice
of Judgment Lien with the California Secretary of State, or (iv)
recorded a tax lien against ASR or Gotte in the Riverside County
Recorder's Office or with the California Secretary of State,
including but not limited to Torrey Pines Bank and Carlin Law
Group, APC.
Another Meridian LLC is authorized to sell the remaining Meridian
Properties (as defined in the Settlement Agreement) subject to the
terms and conditions of the Settlement Agreement with the net
proceeds from the sales to be distributed as set forth in the
Settlement Agreement.
Upon completion of the First Distribution pursuant to the terms and
conditions of the Settlement Agreement and the Dec. 30 Order, the
Debtor will file a declaration with the Court confirming the
completion of the First Distribution ("First Distribution
Declaration") and the Debtors' Chapter 11 cases will be dismissed
pursuant to a separate order of dismissal filed concurrently with
the First Distribution Declaration. The order of dismissal filed
concurrently with the First Distribution Declaration will include
the following provisions: (i) that notwithstanding Bankruptcy Code
Section 349, any and all prior Bankruptcy Court orders entered in
the Debtors' cases will survive the dismissal of the Debtors'
bankruptcy, (ii) that within ten days of entry of the dismissal
order, the Debtors will pay all fees owed to the Office of the
United States Trustee as of the date of entry of the dismissal
order, (iii) the Debtors are authorized to make the Second
Distribution pursuant to the terms of the Settlement Agreement and
that if any checks are not cashed within 60 days, such funds will
be paid to Shulman Hodges & Bastian LLP if it has any outstanding
fees not paid under the terms of the Settlement Agreement, and if
none, to Gotte/ICW, and (iv) the Court will retain jurisdiction to
resolve any disputes related to and to interpret and implement the
dismissal order.
Attorneys for ASR Constructors, Inc., et al.:
James C. Bastian, Jr., Esq.
Melissa Davis Lowe, Esq.
SHULMAN HODGES & BASTIAN LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Telephone: (949) 340-3400
Facsimile: (949) 340-3000
E-mail: jbastian@shbllp.com
mlowe@shbllp.com
Attorneys for Federal Insurance Company:
SALAMIRAD MORROW TIMPANE & DUNN LLP
Jonathan J. Dunn, Esq.
17901 Von Karman Avenue, Suite 500
Irvine, CA 92614
Telephone: (949) 537-3800
Facsimile: (949) 537-3822
E-mail: jdunn@smtdlaw.com
About ASR Constructors
Based in Wildomar, California, ASR Constructors, Inc., is a general
contractor, completing over 850 public works projects, with clients
such as cities, school districts, and state and federal
governments, since its incorporation in May 1999. Another Meridian
Company, LLC is in the business of real estate and owns a light
industrial building in Riverside, California, parcels of vacant
land in Riverside and San Bernardino, California, and a single
family residence in Phelan, California. Inland Machinery Inc. is
in the business of machinery and equipment rental.
ASR's stockholders are the Regotti Family Trust dated Jan. 12,
2005, Alan Regotti and Stacey Regotti trustees (50% of the stock)
and Marc Berry and Patty Berry (each owning 25%). Meridian's
members are Alan Regotti and Marc Berry (each owning 50%).
Inland's stockholders are Alan Regotti and Marc Berry (each owning
50%).
ASR, Meridian and Inland filed Chapter 11 petitions (Bankr. C.D.
Cal. Lead Case No. 13-25794) on Sept. 20, 2013. The petitions were
signed by Alan Regotti, the president.
ASR disclosed $17,647,556 in assets and $18,901,467 in liabilities
as of the Chapter 11 filing.
Judge Mark D. Houle presides over the cases.
James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP,
serves as the Debtors' bankruptcy counsel. The Law Office of John
D. Mannerino serves as corporate counsel to the Debtors. Rodgers,
Anderson, Malody & Scott LLP CPAs serves as accountant to the
Debtors.
* * *
The Debtors filed a proposed liquidating plan that proposes
to liquidate, collect and make distributions in respect of any
allowed claims against the Debtors' estates. The Debtors in
December withdrew the Plan and Disclosure Statement after reaching
a settlement providing for the terms of the distributions to
creditors and for a dismissal of the cases.
ASR CONSTRUCTORS: Terms of Settlement With Federal Insurance
------------------------------------------------------------
ASR Constructors, Inc., and its affiliated debtors on Dec. 30,
2015, won approval from the bankruptcy court of a settlement that
provides for the structured dismissal of their Chapter 11 cases.
The parties to the settlement are as follows: Gotte Electric, Inc.,
a California corporation ("Gotte") and Insurance Company of the
West ("ICW"), on the one hand, and ASR, Inland, Meridian, Alan
Regotti and Stacey Regotti ("Regottis"), The Regotti Family Trust
dated January 12, 2005 ("Regotti Family Trust"), Marc W. Berry and
Patricia Berry ("Berrys"), and Federal Insurance Company
("Federal"), on the other hand (the "Parties").
Under the Settlement Agreement, among other things, Federal will
provide a limited release of the Federal Secured Claim and provide
a Carve-Out from its collateral to allow for certain distributions
and payments that would not otherwise be available in the cases.
The Carve-Out will create the Claims Distributions Fund consisting
of the following: (i) $200,000 from funds currently on hand in the
Debtors' Estates (the First Distribution) plus, (ii) 45% of the Net
Proceeds generated from the future sale(s) of the San Bernardino
Property and the Perris Property (the Second Distribution).
The Claims Distributions Fund will be used to make pro-rata
distributions to the following: (i) allowed administrative claims
of the Estates, other than administrative claims of professionals
employed in the Estates which will be funded by an additional
carve-out granted by Federal and other than up to $10,000 in fees
incurred by Shulman Hodges & Bastian LLP in the final
administration of these cases, (ii) allowed priority tax claims,
(iii) allowed priority non-tax claims, and (iv) allowed general
unsecured claims. Calculation of the pro-rata distributions will
be on a collective basis that assumes 1). all creditors in the
categories outlined above are in the same class and that all
classes of claims will be paid collectively on a pro rata basis
regardless of whether the claim is an administrative, priority
unsecured, or general unsecured claim; and 2). that the Estates are
consolidated such that creditors of Meridian and Inland will
participate in the distribution on a pro-rata basis with creditors
of ASR, including Gotte and ICW, but will exclude the (i) the
Federal Secured Claim and any unsecured claim of Federal, (ii) any
other secured claims asserted against the Estates, (iii) claims of
insiders of the Debtors, (iv) claims of any affiliates of the
Debtors, and/or (v) claims of any equity interests. Each claim
filed in the Chapter 11 case of any of the Debtors will be deemed
filed against the Debtors and a single obligation of the Debtors.
Notwithstanding the procedure for calculating the pro-rata
distributions, the Debtors' Estates will remain separate and will
not be consolidated. All monies comprising the Claims Distributions
Fund will be held in a separate debtor in possession account.
The Settlement Agreement provides that Gotte and ICW will receive
at least a total of 73% of the First Distribution when made and the
Second Distribution when made. If they do not, 73% of the First
Distribution when made and the Second Distribution when made will
be paid to Gotte and ICW and the remaining 27% of the Claims
Distributions Fund monies will be paid pro-rata to the other
Distribution Creditors.
In addition to the Carve-Out and in addition to any prior amounts
paid to Debtors' professionals prior to the date of the Settlement
Agreement including payments under the prior Stipulated Surcharge,
Federal will provide amounts as necessary to compensate the
Debtors' professionals as described in the Settlement Agreement.
Federal will also release and waive the Secured Claim and any
unsecured claim it may have to the extent necessary to allow the
payments to be made from the Claims Distributions Fund and will not
participate in any payment to creditors in any of the Estates
provided from the Carve-Out.
The Settlement Agreement is conditioned on, among other things, (i)
the Federal Pre-Petition Liens being allowed as secured claims,
(ii) the claims filed by Gotte and ICW in the Debtors' bankruptcy
cases being allowed in their entirety, (iii) approval of an
expedited procedure to resolve claims objections whereby the
allowed amount of each claim for calculating the pro-rata
distributions under the First Distribution and Second Distribution
as set forth in the Settlement Motion and in the Settlement
Agreement and creditors that disagree with the allowed amount of a
claim will file their objection to the Settlement Motion and the
disputed claim matter will be resolved at the hearing on the
Settlement Motion, and (iv) approval for the dismissal of the
Debtors' bankruptcy cases upon the completion of the First
Distribution.
The principal terms of the Agreement are as follows:
1. Federal's Pre-Petition Liens will be allowed in full and
Federal will have an allowed secured claim against the Debtors in
an amount equal to (i) all remaining cash proceeds currently on
hand in the Debtors' Debtor in Possession bank accounts that was
generated from the collection of accounts receivables owed the
Debtors and from the sales of the Wilson Property, the Phelan
Property and Equipment and Machinery, (ii) all cash proceeds
generated from the future collection of accounts receivable owed
the Debtors (including, without limitation, the Adelanto Surplus),
(iii) all cash proceeds generated from the future sales of the San
Bernardino Property, the Perris Property, and any remaining
Equipment and Machinery ("Federal Secured Claim"). All assets of
the Debtors are subject to the Federal Secured Claim (except as set
forth herein) and will be immediately distributed to Federal upon
entry of a final, non-appealable Bankruptcy Court Order pursuant to
the terms of this Agreement, pursuant to paragraph 2.2 below.
2. Federal will release the Federal Secured Claim to the extent
required to provide a carve out ("Carve-Out") from its collateral
as necessary to allow for the following distributions and payments,
pursuant to the following terms and conditions:
a. Cash in the amount of Two Hundred Thousand Dollars
($200,000.00) from funds currently on hand in the Debtors'
bankruptcy estates ("Estates) ("First Distribution"), plus,
Forty-Five Percent (45%) of the "Net Proceeds" (as defined below)
generated from the future sale(s) of the (i) San Bernardino
Property and (ii) the Perris Property ("Second Distribution") (the
First Distribution and Second Distribution are collectively
referred to herein as the "Claims Distributions Fund").
b. The term "Net Proceeds" as used in Section 2.2 hereof
means the sale proceeds generated after payment of ordinary and
reasonable costs of sale(s), including brokers' commissions, escrow
closing costs, costs associated with obtaining Bankruptcy Court
approval of the sale(s), if necessary, and any taxes required to be
paid or withheld from such proceeds.
c. The Claims Distributions Fund will be used to make
distributions to the following: (i) allowed administrative claims
of the Estates, other than administrative claims of professionals
employed in the Estates, and other than a maximum of $10,000.00 in
Bankruptcy Court approved fees and costs incurred by Shulman Hodges
& Bastian LLP in the final administration of this case, handling
the distributions to be made herein, and claims work, in addition
to the amount agreed by Federal to be paid to Shulman Hodges &
Bastian LLP as a surcharge from assets of the Estates otherwise
subject to the Federal Secured Claim as discussed in Section
2.2(f), (ii) allowed priority tax claims, (iii) allowed priority
non-tax claims, and (iv) allowed general unsecured claims.
Calculation of the pro-rata distributions will be on a collective
basis that assumes all creditors in the categories outlined above
are in the same class and that all classes of claims will be paid
on a pro rata basis regardless of whether the claim is an
administrative, priority unsecured, or general unsecured claim and
that assumes (solely for the purposes of this Agreement) the
Estates are consolidated such that creditors of
Meridian and Inland will participate in the distribution on a
pro-rata basis with creditors of ASR, including Gotte and ICW, but
will exclude the (i) the Federal Secured Claim and any unsecured
claim held by Federal, (ii) any other secured claims asserted
against the Estates, (iii) claims of insiders of the Debtors, (iv)
claims of any affiliates of the Debtors and/or (v) claims of any
equity interests. The creditors which will be paid from the Claims
Distributions Fund described above will be referred to herein as
the "Distribution Creditors." Each claim filed in the Chapter 11
case of any of the Debtors will be deemed filed against the Debtors
and a single obligation of the Debtors. Notwithstanding the
procedure for calculating the pro-rata distributions, the Debtors'
Estates will remain separate and will not be consolidated.
d. The monies from the Claims Distributions Fund will be
used to pay the Distribution Creditors on a pro-rata basis as
described above so long as Gotte and ICW receive at least a total
of 73% of the First Distribution when made and the Second
Distribution when made. If they do not, 73% of the First
Distribution when made and the Second Distribution when made will
be paid to Gotte and ICW and the remaining 27% of the Claims
Distributions Fund monies will be paid pro-rata to the other
Distribution Creditors.
e. All monies comprising the Claims Distributions Fund will
be held in a separate debtor in possession account. The Debtors,
through their counsel, will be responsible for making all pro-rata
distributions discussed above within 21 days of entry of a final,
non-appealable Bankruptcy Court order approving this Agreement and,
in the case of future sales, after receipt of the Net Proceeds.
The Debtors, through their counsel, will also be responsible for
making all distributions to Federal consistent with the terms of
this Agreement within 21 days of entry of final, non-appealable
Bankruptcy Court order approving this Agreement and, in the case of
future collections or sale(s), after receipt of the Net Proceeds
thereof.
f. In addition to the Carve-Out and in addition to any prior
amounts paid to Debtors' professionals, prior to the date of this
Agreement including payments under the prior Stipulated Surcharge,
Federal will consent to a surcharge against property in the
Debtors' Estates in amounts as necessary to pay Debtors'
professionals the sum of: (i) up to One Hundred and Thirty Thousand
Dollars ($130,000.00) for payment of fees and expenses incurred in
the administration of the Estates and which are allowed by the
Bankruptcy Court, and (ii) such additional amounts incurred by
Shulman Hodges & Bastian LLP determined in Federal's discretion to
be reasonably necessary to obtain Bankruptcy Court approval for and
consummate the settlement contemplated by this Agreement, which
will not exceed $10,000.00 without Federal's express prior
approval.
g. With respect to the Carve-Out only, Federal will release
and waive the Secured Claim and any unsecured claims and will not
participate in any payment to creditors in any of the Estates
provided from the Carve-Out, notwithstanding that Federal may be
undersecured and have an unsecured claim in the Debtor's estates.
h. Federal, Gotte, and ICW (collectively the "Notice
Parties") will approve any sale of the San Bernardino Property and
Perris Property. The Debtors will provide the Notice Parties with
regular reports on sales and marketing efforts of these assets. In
connection with any future sales of the San Bernardino Property or
Perris Property, the Debtors will provide written notice of the
terms of such sales ("Sale Notice") (which Sale Notice may be made
via email transmission) to counsel for the Notice Parties. If no
written objection to the Sale Notice (which objection may be made
via email transmission) is received by the Debtor's counsel,
Shulman Hodges & Bastian LLP, within ten days after transmission of
the Sale Notice, the Debtors may proceed with closing on the sale
of the asset as proposed in the Sale Notice. If approval of the
Notice Parties cannot be obtained for any Sale Notice, the
objection to the Sale Notice will be resolved by the Bankruptcy
Court upon motion by the Debtors.
i. The Debtors will use reasonable best efforts to maximize
the value and sales price of the San Bernardino Property and Perris
Property and to close such sales within 12 months of Bankruptcy
Court approval of this Agreement.
j. The Debtors and Federal will use reasonable best efforts
to reduce or minimize the total amount of administrative claims,
priority claims, and allowed unsecured claims in the Estates, which
will not include the requirement of Federal to expend any further
funds or incur fees or provide additional carveout amounts to pay
for legal expenses associated with the process of objecting to
claims.
k. This Agreement is conditioned on the Federal Pre-Petition
Liens being allowed as secured claims in their entirety and the
claims filed by Gotte and ICW in the Bankruptcy Cases being allowed
in their entirety, and on there being no other creditors
challenging Federal's Pre-Petition Liens or Secured Claim. The
Parties agree to be bound by the releases.
l. The Agreement is contingent upon and expressly
conditioned on the issuance of a Bankruptcy Court order approving
the Agreement and the Compromise Motion which includes the
procedure for dismissal of the Debtors' bankruptcy cases upon
completion of the First Distribution. Unless and until approved by
the Bankruptcy Court by a final, non-appealable order, this
Agreement and the releases set forth herein are of no force or
effect whatsoever. If the Bankruptcy Court does not enter an order
approving this Agreement, or if the order is appealed and stayed,
then this Agreement and the releases described herein will be
deemed null and void and of no further effect, until and unless the
order approving this Agreement is affirmed and becomes final.
m. Upon entry of the Bankruptcy Court's order as described
in this Agreement, all remaining funds in the Debtors' Estates,
save and except for the Carve-Out, the $130,000.00 to be paid to
Debtors' professionals and an additional $10,000.00 to Shulman
Hodges & Bastian LLP, will be subject to Federal's Pre- Petition
Liens and will be immediately paid to Federal to reduce its Secured
Claim, subject to the terms and conditions of this Agreement.
3. General releases to be provided by and among all the
Parties.
A copy of the Settlement Motion is available for free at:
http://bankrupt.com/misc/ASR_C_535_M_Compromise.pdf
About ASR Constructors
Based in Wildomar, California, ASR Constructors, Inc., is a general
contractor, completing over 850 public works projects, with clients
such as cities, school districts, and state and federal
governments, since its incorporation in May 1999. Another Meridian
Company, LLC is in the business of real estate and owns a light
industrial building in Riverside, California, parcels of vacant
land in Riverside and San Bernardino, California, and a single
family residence in Phelan, California. Inland Machinery Inc. is
in the business of machinery and equipment rental.
ASR's stockholders are the Regotti Family Trust dated Jan. 12,
2005, Alan Regotti and Stacey Regotti trustees (50% of the stock)
and Marc Berry and Patty Berry (each owning 25%). Meridian's
members are Alan Regotti and Marc Berry (each owning 50%).
Inland's stockholders are Alan Regotti and Marc Berry (each owning
50%).
ASR, Meridian and Inland filed Chapter 11 petitions (Bankr. C.D.
Cal. Lead Case No. 13-25794) on Sept. 20, 2013. The petitions were
signed by Alan Regotti, the president.
ASR disclosed $17,647,556 in assets and $18,901,467 in liabilities
as of the Chapter 11 filing.
Judge Mark D. Houle presides over the cases.
James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP,
serves as the Debtors' bankruptcy counsel. The Law Office of John
D. Mannerino serves as corporate counsel to the Debtors. Rodgers,
Anderson, Malody & Scott LLP CPAs serves as accountant to the
Debtors.
* * *
The Debtors filed a proposed liquidating plan that proposes
to liquidate, collect and make distributions in respect of any
allowed claims against the Debtors' estates. The Debtors in
December withdrew the Plan and Disclosure Statement after reaching
a settlement providing for the terms of the distributions to
creditors and for a dismissal of the cases.
ATLAS ENERGY: Moody's Cuts Corporate Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service downgraded Atlas Energy Holdings
Operating Company, LLC Corporate Family Rating (CFR) to Caa1 from
B2, its Probability of Default Rating to Caa1-PD from B2-PD, and
its senior unsecured notes rating to Caa3 from Caa1. At the same
time, Moody's changed Atlas's Speculative Grade Liquidity Rating to
SGL-4 from SGL-3. The rating outlook was changed to negative from
stable.
"The downgrade reflects our expectation for high leverage, weak
liquidity and thin interest coverage into 2017 and our assessment
that Atlas will likely undertake a distressed exchange transaction
on a significant amount of its unsecured notes in the very near
future given what we view to be an untenable capital structure, the
deep discount at which the company's bonds trade and Atlas's
ability to issue second and third lien debt," noted John Thieroff,
Moody's Vice President. "Additionally, declining production and a
leveraged full-cycle ratio below 0.5x put added pressure on Atlas
to undertake acquisitions of producing reserves, which will be
difficult to execute given the company's high leverage and very
weak equity currency."
Issuer: Atlas Energy Holdings Operating Company, LLC
Ratings downgraded:
Corporate Family Rating, Downgraded to Caa1 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B2-PD
Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from Caa1
(LGD5)
Ratings Changed:
Speculative Grade Liquidity Rating, Changed to SGL-4 from SGL-3
Outlook Actions:
Outlook Changed to Negative from Stable
Issuer: Atlas Resource Escrow Corporation
Ratings downgraded:
Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from Caa1
(LGD5)
Outlook Actions:
Outlook Changed to Negative from Stable
RATINGS RATIONALE
Atlas Energy Holdings Operating Company's Caa1 Corporate Family
Rating (CFR) reflects its high leverage, limited scale upstream
operations, natural gas-weighted production and reserves, and its
MLP structure which requires high distributions and periodic
acquisitions. The rating is supported by Atlas's low decline mature
wells, high proportion of proved developed reserves (77% as of
December 31, 2014), modestly diversified operations, a meaningful
level of hedging for its production through 2017, as well as
management's willingness to slash distributions by more than 90%
during 2015. The CFR also reflects the company's aggressive
acquisition-led growth strategy common among E&P MLPs, which have
limited internally generated cash to replace and grow production. A
very weak equity unit price and high leverage will likely hinder
Atlas's near-term ability to make acquisitions, which will become
increasingly necessary to stem recent production declines that are
likely to continue into 2017.
The SGL-4 Speculative Grade Liquidity Rating reflects Moody's
expectation of weak liquidity through 2016. Atlas had $137 million
of availability under its secured revolving credit facility and $2
million cash on its balance sheet at September 30, 2015, although
the company has a $21.6 million installment due December 31, 2015
related to a prior acquisition that we expect to be funded under
the revolver. Atlas's borrowing base under its revolver is $700
million and will next be redetermined in May 2016. Atlas has a
significant source of alternate liquidity in its commodity price
hedges, which had a market value of $353 million at September 30,
2015; however, liquidating hedges would further expose the company
to much lower commodity prices and could negatively affect its
borrowing base. The credit facility was amended in November 2015 to
provide Atlas covenant relief and give the company the ability to
issue third lien debt. The total debt/EBITDA covenant was suspended
through 2016 and the senior secured leverage covenant was replaced
by a first lien secured debt/EBITDA covenant of 2.75x. Compliance
under the total debt to EBITDA will resume in the first quarter of
2017 with the covenant level set at 5.75x for the first two
quarters and dropping to 5.0x by the second quarter of 2018. We
project Atlas to maintain compliance with the first lien coverage
covenant through 2016, although without significant cushion.
Atlas's revolving credit facility matures in July 2018.
Atlas's senior unsecured notes are rated Caa3. Although the Moody's
Loss Given Default Methodology indicates a one-notch separation
between the Caa1 CFR and the senior unsecured notes, our
expectation that additional secured debt will be added to the
capital structure in the near term leads us to the conclusion that
continuation of the two-notch separation is appropriate.
The negative outlook reflects the challenges Atlas faces, as an
upstream master limited partnership with declining production, to
reduce leverage while maintaining distributions at a level that
will allow the company to use its equity as currency to fund
acquisitions. The outlook also reflects heightened concerns that
Atlas will seek to undertake a distressed exchange of its unsecured
notes. Ratings could be downgraded if liquidity (availability under
the revolver plus cash on the balance sheet) falls below $75
million or EBITDA to interest coverage appears likely to approach
1x. Although unlikely in 2016, ratings could be upgraded if Atlas
is able to halt production declines and maintain a leveraged
full-cycle cash flow above 1x while sustaining EBITDA to interest
coverage above 2x.
Atlas Energy Holdings Operating Company, LLC is a wholly-owned
subsidiary of Atlas Resource Partners, L.P., which is headquartered
in Pittsburgh, Pennsylvania.
BOOMERANG TUBE: Seeks June 2 Extension of Solicitation Period
-------------------------------------------------------------
Boomerang Tube, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend until April 4, 2016, their
exclusive plan filing period and until June 2, 2016, their
exclusive plan solicitation period.
Ryan M. Bartley, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells the Court that a consensual Plan
supported by key stakeholders -- including the Official Committee
of Unsecured Creditors and term loan lenders -- is before the court
with a confirmation hearing scheduled in less than thirty days.
The Plan, Mr. Bartley asserts, is proposed in good faith, and is
the result of extensive negotiations with major stakeholders to
reach a consensual restructuring framework. The Debtors believe
that the Plan properly allocates the value of their assets and
resolves all of the issues identified by the Court in its ruling on
confirmation of the Prior Plan. All of the efforts reflect the
Debtors' good faith in these cases, Mr. Bartley further asserts.
Mr. Bartley contends that an extension of the Exclusive Periods
will permit the Debtors and their creditors to make progress
towards an exit from Chapter 11. The Debtors believe that the exit
will be under the Plan, which they hope will be promptly confirmed.
However, if the Plan is not confirmed, the Debtors intend to move
expeditiously towards an alternative exit from
chapter 11 and will negotiate with their key stakeholders to
implement a transaction that will preserve and maximize the value
of their assets and estates, Mr. Bartley further contends.
Robert S. Brady, Esq., and Sean M. Beach, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, also represent the
Debtors.
About Boomerang Tube
Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States. OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing. Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets. With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America. Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.
Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to
100% of the common stock of the reorganized company.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.
BOOMERANG TUBE: Unsecureds to Get 4% to 6% Under New Plan
---------------------------------------------------------
Boomerang Tube, LLC, et al., filed a Second Amended Joint Chapter
11 Plan a month after Judge Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware denied confirmation of the
Amended Joint Prearranged Chapter 11 Plan.
After several months of discussions with their key stakeholders,
the Debtors entered into the Plan Support Agreement with the ABL
Facility Lenders, the Term Loan Lenders, and the Sponsor, which
contemplated that the Debtors would pursue a restructuring of the
Debtors pursuant to a chapter 11 plan of reorganization, initially
dated as of June 30, 2015 and subsequently amended on August 10,
August 13, and September 4, 2015. The Prior Plan was premised on a
total enterprise value of the Reorganized Debtors that rendered the
holders of Term Loan Facility Claims substantially under-secured.
As a result, the Prior Plan provided that holders of Term Loan
Facility Claims would receive 100% of the equity in the Reorganized
Debtors, and that recoveries to holders of General Unsecured Claims
would be limited to the proceeds of certain unencumbered assets,
including chapter 5 causes of action that were not released under
the Prior Plan.
In connection with the Debtors' request to confirm the Prior Plan,
the Bankruptcy Court found that the evidence demonstrated a range
for the Reorganized Debtors' TEV that would potentially allow
holders of General Unsecured Creditors to share in the value of the
Reorganized Debtors. As a result, the Bankruptcy Court denied
confirmation of the Prior Plan. Thereafter, the Debtors, the
Official Committee of Unsecured Creditors, the Term Loan Agent, and
certain holders of Term Loan Facility Claims engaged in extensive
negotiations regarding the terms of a revised chapter 11 plan that
would account for the Bankruptcy Court's valuation ruling.
As a result of those negotiations, the parties agreed to the terms
contained in the term sheet for the Plan. These agreed upon terms
will result in holders of Allowed General Unsecured Claims
receiving value on account of their claims in the form of their pro
rata share of the $2.25 million Cash GUC Consideration. In
consideration of the revised treatment of holders of General
Unsecured Claims under the Plan, the Creditors Committee has agreed
to support the Plan and recommend that holders of General Unsecured
Claims vote in favor of the Plan.
The Plan also retains many of the other benefits to the Debtors and
their estates that were set forth in the Prior Plan, including
reducing the Debtors' funded debt obligations by converting
approximately $214 million in outstanding principal of Term Loan
Facility obligations into (i) 100% of the New Holdco Common Stock
(subject to dilution for (x) issuances of equity under a management
incentive plan not to exceed 5% of the total outstanding equity of
New Holdco, and (y) by the Exit Term Facility Closing Fee) and (ii)
$55 million of subordinated secured notes issued by New Opco.
The Plan will be financed with the proceeds of the committed Exit
Term Facility, which will be used to pay off the obligations under
the DIP Term Facility, fund expenses under the Plan, and provide
additional working capital to the Reorganized Debtors. The Debtors
may also elect to enter into the Exit ABL Facility, which would be
used to pay off the obligations under the DIP ABL Facility and
provide additional working capital to the Reorganized Debtors.
Holders of General Unsecured Claims are estimated to recover 4-6%
of their total allowed claims.
The Debtors propose the following schedule to govern the
confirmation of the Second Amended Plan:
Voting Deadline January 21, 2016
Deadline for filing objections
to approval of the Disclosure Statement
and/or to confirmation of the Plan January 21, 2016
Deadline for Debtors to file a reply to
any Objections January 25, 2016
Requested Combined Hearing date January 27, 2016
A full-text copy of Second Amended Plan, dated Dec. 18, 2015, is
available at http://bankrupt.com/misc/BOOMERANGds1218.pdf
The Debtors are represented by:
My Chi To, Esq.
Nick S. Kaluk, III, Esq.
DEBEVOISE & PLIMPTON LLP
919 Third Avenue
New York, NY 10022
Tel: (212) 909-6000
Fax: (212) 909-6836
Email: mcto@debevoise.com
nskaluk@debevoise.com
-- and --
Robert S. Brady, Esq.
Sean M. Beach, Esq.
Ryan M. Bartley, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: rbrady@ycst.com
sbeach@ycst.com
rbartley@ycst.com
About Boomerang Tube
Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States. OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing. Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets. With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America. Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.
Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to
100% of the common stock of the reorganized company.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.
CAMBRIDGE ACADEMY: Fitch Affirms 'BB-' Rating on Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the $7.2 million
outstanding charter school revenue bonds, series 2010, issued by
the Industrial Development Authority of the County of Pima, Arizona
on behalf of Cambridge Academy East (CAE).
The Rating Outlook is Stable.
SECURITY
The bonds are a general obligation of CAE, secured by a first
mortgage on the financed facilities and a cash-funded debt service
reserve sized to transaction maximum annual debt service (TMADS).
There is an intercept mechanism in place directing state funding
disbursements to the trustee to cover debt service on the bonds
before monies are released to the school for operations. The Fitch
rating does not incorporate the intercept mechanism.
KEY RATING DRIVERS
ADEQUATE FINANCIAL PERFORMANCE: CAE's operating margin weakened in
fiscal 2015, following two consecutive years of improvement. While
the margin was negative 2.2% on a GAAP basis, annual coverage was
sufficient at 1.0x. The decline was attributable to lower state per
pupil funding due to a decline in average daily membership and a
one-time loss on investment property. CAE's very thin balance sheet
and high debt burden remain rating concerns.
ENROLLMENT VOLATILITY BUT STRONG ACADEMIC PERFORMANCE: CAE's Queen
Creek campus continues to experience enrollment declines resulting
in part from increased competition from neighboring charter and
district schools. Student academic performance improved at both
campuses in 2014, with both campuses receiving higher scores and
overall ratings of 'A' by the Arizona State Board for Charter
Schools (ASBCS or the board).
WEAK FINANCIAL CUSHION: Characteristic of most charter schools
rated by Fitch, CAE's balance sheet resources remain limited on
both a nominal and ratio basis, providing minimal cushion relative
to operating expenses and debt.
HIGH DEBT BURDEN: CAE's debt burden remains high; TMADS was 20.8%
of fiscal 2015 operating revenue. The debt to net income ratio,
measuring the number of years of cash flow needed to repay
outstanding principal was also high, at 10.7 years, an increase
from 7.3 in fiscal 2014. The school was able to cover TMADS from
operations for the past three fiscal years (1.0x in 2015, weaker
than 1.6x in fiscal 2014), although debt manageability could be
stressed going forward if enrollment declines persist.
RATING SENSITIVITIES
ABILITY TO STABILIZE ENROLLMENT: Given Cambridge Academy East's
high reliance on per pupil funding for operating support, its
inability to stabilize enrollment and improve operating margins
would stress operations and cause negative rating pressure.
CHARTER RELATED CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven per pupil funding; and charter
renewal risk are credit concerns common among all charter schools
that, if pressured, could negatively impact the rating.
CREDIT PROFILE
Founded by a family of educators, CAE is a charter school serving
grades K-8. Originally chartered in 2002, CAE is in year 13 of its
initial 15-year charter. CAE has submitted their intent to renew
under their charter to the ASBCS, the charter authorizer. ASBCS
notes that CAE currently remains in compliance with all
requirements under its charter. The school began operations in 1999
and currently operates two campuses, Mesa currently serving grades
K-6 and Queen Creek currently serving grades K-8, both situated in
Maricopa County, AZ. Fitch continues to view CAE's highly
interconnected board and administrative structure as less than
ideal. Close ties maintained between the board, senior management,
and the founding family constitutes a governance structure
inconsistent with the independence typically expected by Fitch.
However, CAE's management team remains committed and effective,
despite it and the board maintaining multiple inter-related
business and family ties.
VOLITILE OPERATING RESULTS
Operating results remain volatile. Margins weakened in fiscal 2015
to negative 2.2%, following marked improvement to positive 5.7% in
fiscal 2014 from negative 5.3% in fiscal 2013. Management reports
that weak fiscal 2015 results were attributable to a one-time loss
on investment property and lower state per pupil funding resulting
from lower than projected average daily membership.
CAE has a small revenue base, contributing to operating volatility,
with just $3.2 million in operating revenue for fiscal 2015.
Typical of most charter schools, revenue flexibility is very
limited with about 90% of CAE's operating revenues derived from
state funding. Favorably, the funding environment improved slightly
in Arizona over the past two years. The fiscal 2015 base level was
$3,373 per student with additional assistance of $1,708 for K-8, a
1.4% increase over the prior year. For fiscal 2016, the base level
improved slightly (1.6%) to $3,427 with additional assistance of
$1,735. Management estimates that state funding should increase by
a minimum of 2% annually over the next few years.
The school's fiscal 2016 budget shows a slight increase in revenues
and expenditures of approximately 2% over the 2015 budget. As of
the end of fiscal 2016 first quarter (Sept. 30), CAE recorded net
income of $82,000 and management expects to end the fiscal year
with slightly positive operations.
INCREASED COMPETITION; ENROLLMENT VOLATILITY
The Queens Creek campus is facing increased competition - three new
charters opened this past year. Additionally, the campus has been
plagued by administrative issues leading to several teacher
resignations which has negatively impacted enrollment. Concerns,
however, are partially offset by strong academic performance and
management's success to date to manage expenses accordingly. For
2014, the Mesa campus retained its state accountability grade of
'A', with an overall score of 78 (up from 70 in 2013). The Queen
Creek campus was upgraded to 'A' from 'B' following implementation
of a turnaround plan, with its score improving to 87.5 from 68.8 in
2013. Both campuses met their annual measurable objectives, which
are used to measure school performance. State academic performance
measures are being revised so grades will be on hiatus for 2015 and
2016 and when available will not be comparable to 2014.
Due to the competitive environment, CAE has experienced ongoing
enrollment pressure in recent years. Average daily membership
(ADM), which determines state per pupil funding, fell in fiscal
2016 to 426 as of the 40-day count compared to 438 and 544 in
fiscal 2015 and 2014, respectively. For the 2015-2016 school year,
458 students are presently enrolled at CAE's two campuses; 220 at
Mesa and 238 at Queen Creek compared to 463 for the 2014-2015
school year. While the Mesa campus gained 22 students, Queens Creek
enrollment declined by 27 students.
CAE's high state rating as measured by academic performance should
help the campuses to maintain and/or restore some level of demand
despite a competitive environment. Fitch will continue to monitor
CAE's enrollment and demand trends, noting that further enrollment
declines could stress operating performance and lead to negative
rating action.
WEAK LIQUIDITY AND HIGH DEBT BURDEN
CAE's balance sheet liquidity remains limited and provides a very
thin financial cushion relative to operating expense and debt.
Available funds, or cash and cash equivalents not permanently
restricted, decreased to $394,000 as of June 30, 2015 from $502,000
as of June 30, 2014, and only covered fiscal 2015 operating
expenses ($3.2 million) and outstanding debt ($8.0 million) by a
low 12.2% and 5.3%, respectively.
The series 2010 bonds and a small capital lease (approximately
$19,000) are the school's only debt outstanding. Its debt burden
remains high and increased in fiscal 2015 with TMADS of about
$660,000 representing 20.8% of fiscal 2015 operating revenues.
Coverage of TMADS of 1.0x from 2015 operations was lower than the
past two years - 1.1x and 1.6x in fiscal years 2013 and 2014,
respectively - but still better than previous years (2011 and 2012
had below 1x coverage).
Pro forma debt to net available income was high at 10.7x in fiscal
2015 and worse than in prior years as fiscal 2015 operating results
were lower. CAE has no material capital needs or additional
borrowing plans for either campus, which is viewed positively as
Fitch does not believe CAE has any additional debt capacity.
Rating stability will depend on CAE's ability to maintain breakeven
to positive operating results, while stabilizing enrollment and
controlling expenses.
CHARMING CHARLIE: Moody's Cuts Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded Charming Charlie LLC's
Corporate Family Rating ("CFR") and $150 million senior secured
term loan rating to B3 from B2 and changed the outlook to negative.
The Probability of Default Rating was also downgraded to B3-PD.
The downgrade was based on Charming Charlie's weak operating
performance over the YTD period, including accelerated declines in
same store sales in the double-digit range as well as lower gross
and EBITDA margins. The rating action also reflects Moody's
expectation that credit metrics will weaken over the near term as
the company works to correct these execution issues in a
challenging operating environment.
The outlook change to negative reflects the potential for weaker
than anticipated operating performance and step downs to the
financial covenants in the company's credit agreement to pressure
covenant compliance over the next 12 to 18 months. The company's
term loan credit agreement contains a total leverage test which
steps down to 2.0 times in October 2016, from 2.75 times for the
LTM period ending October 31, 2015, and an interest coverage test
set at 4.0 times for the remainder of the agreement. The company
had a cushion of less than 15% on both covenants as of October 31,
2015 (down from over 35% for the prior quarter) as a result of
recent operating trends.
Moody's took the following rating actions:
Issuer: Charming Charlie LLC
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD
from B2-PD
Senior Secured Bank Credit Facility, Downgraded to B3 (LGD3)
from B2 (LGD4)
Outlook Actions:
Issuer: Charming Charlie LLC
Outlook, Changed to Negative from Stable
RATINGS RATIONALE
Charming Charlie's B3 CFR reflects the company's small scale and
narrow product focus in fashion jewelry and accessories. The
fashion jewelry and accessories market is highly fragmented, with
many competitors possessing greater overall scale, product
diversity, and financial resources than the company. The rating
also reflects Charming Charlie's weak liquidity profile driven by
tightening cushion under its financial covenants as a result of
recent weak operating trends including negative same store sales
growth and worsening margins, combined with step downs to the
financial maintenance covenants in the company's credit agreement.
While Charming Charlie has meaningfully grown its business over the
last two years, much of the revenue growth can be attributed to new
store expansion, with 79 new units added since fiscal year end
2013. Moody's expects revenue growth over the near term will be
challenged as the company pulls back on new unit expansion and will
need to rely on same store sales which have struggled over the YTD
period. Charming Charlie's rating is supported by modestly positive
annual free cash flow and modest lease-adjusted leverage for the
rating category, which we estimate in the high 4 times range for
the LTM period ending October 31, 2015.
Charming Charlie's weak liquidity reflects Moody's expectation that
the company will be challenged to reverse recent operating trends
to a level sufficient to remain in compliance with its financial
maintenance covenants, which if breached would require an amendment
or equity contribution to cure. Moody's expects positive free cash
flow over the next 12-18 months will be aided by a slowdown in new
unit expansion and will allow the company to make modest pay downs
to its term loan, which should provide some benefit to the covenant
calculations. However, compliance will be highly dependent on the
company's ability to quickly reverse recent store traffic trends
and drive same store sales growth while reestablishing margins.
As of October 31, 2015 the company had about $6 million of balance
sheet cash and just over $13 million of availability under its $60
million ABL revolver (not rated by Moody's). Moody's anticipates
that borrowings under the company's revolver will come down in the
fourth quarter, which has historically been the strongest period
for the company. Moody's expects balance sheet cash, cash generated
from operations, and revolver availability should be sufficient to
cover working capital, capital spending and modest debt
amortization over the next twelve months.
The B3 rating assigned to the company's $150 million senior secured
term loan reflects its first lien on substantially all of the
company's assets, except cash, inventory and receivables, against
which it has a second lien behind the $60 million asset-based
revolving credit facility. The term loan comprises the majority of
funded debt in the capital structure.
The negative outlook reflects the risk that bank covenant
compliance could be pressured over the next several quarters.
Moody's believes that a challenging operating environment combined
with a prudent slowdown in new unit expansion will weigh on credit
metrics over the next 12-24 months.
Ratings could be downgraded if the company is unable to reverse
current operating trends which would make covenant compliance less
likely. Flat to negative same-store sales growth and operating
margins or a further weakening of the company's liquidity profile
would also pressure the rating.
Given the negative outlook, a ratings upgrade is unlikely over the
near term. However, over time ratings could be upgraded if the
company is able to reverse current operating trends and drive
sustained profitable growth with positive comparable store sales.
An upgrade would also require the company to maintain an adequate
liquidity and a conservative financial policy.
Charming Charlie, based in Houston, TX, is a retailer of
value-priced fashion jewelry and accessories targeting women
between ages 22 to 54.
DIOCESE OF DULUTH: Sets May Deadline for Abuse Claims
-----------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal's Bankruptcy
Beat, reported that the Roman Catholic Diocese of Duluth, Minn.,
which filed for bankruptcy following an $8.17 million clergy
sexual-abuse verdict, has asked a judge to give victims until May
to come forward with abuse allegations.
According to the report, citing bankruptcy-court papers, the
diocese asked Judge Robert Kressel to impose a May 25 deadline by
which victims must file specially written -- and highly detailed --
claim forms in order to seek compensation.
The requested deadline would give victims the full benefit of the
Minnesota Child Victims Act, which expires May 25, the report
noted. The act, passed by the Minnesota legislature in 2013,
lifted the statute of limitations for sexual-abuse cases in the
state for three years, leading to the waves of abuse-related
lawsuits, the report said.
The Diocese of Duluth sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7,
2015. The case is assigned to Judge Robert J Kressel.
The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD., in Sandpoint, Idaho. The Debtor's local counsel
is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett,
P.A., in St Cloud, Minnesota.
DLF INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: D.L.F., Inc.
dba D.L.F. Trucking, Inc.
938 Miller Road
Riley, MI 48041
Case No.: 16-40005
Chapter 11 Petition Date: January 3, 2016
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Phillip J Shefferly
Debtor's Counsel: Elliot G. Crowder, Esq.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: 248-354-7906
Email: ecrowder@sbplclaw.com
- and -
Ernest Hassan, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: ehassan@sbplclaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dennis L. Fetty, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb16-40005.pdf
DOMUM LOCIS: Kilroy Seeks to Hire S&S as Property Manager
---------------------------------------------------------
Domum Locis, LLC, seeks authority from the U.S. Bankruptcy Court
for the Central District of California to use cash collateral
securing its indebtedness from Lloyds Bank plc to hire Sand-Sea
Property Management, Inc., as the property management company for
certain real properties of the estate.
The Debtor also seeks authority to deviate from the budgeted
amounts in any given month by not more than 10%. Lloyds has
consented to the use of the Agreed Cash Collateral for expenses set
forth in the Budgets.
Furthermore, the Debtor asks for the Court's approval to advance
funds to Michael J. Kilroy to hire S&S and to operate certain real
property of his estate and allow the Debtor to borrow funds from
Kilroy, if needed, on an administrative expense basis.
Pursuant to the Settlement, Kilroy is required to hire S&S as his
property manager. The contracts authorize S&S to operate the
Properties, including, but not limited to, displaying
advertisements to rent and lease the Properties, terminate
tenancies, repair and maintain the Properties, contract with
third-parties for the maintenance, operating, and management of the
Properties, and pay expenses. The Debtor requires a property
manager to manage the Properties, particularly as the Receiver will
be removed from the Properties pursuant to the Settlement.
Moreover, the Settlement requires the Debtor to install S&S as
property manager to ensure that the Properties are professionally
managed, operated, and maintained. According to the Debtor, S&S is
well qualified to serve as the Debtor’s property manager. In
addition, the Debtor held that S&S is a full service property
management company and its property portfolio consists of
commercial, multi-unit and single family residences in the Los
Angeles County South Bay area and surrounding cities within Los
Angeles.
The Debtor explained that Lloyds has consented to the use of cash
collateral as set forth in the budgets including a deviation of up
to 10% in the aggregate during the period from the Effective Date
of Settlement through April 29, 2016. The budgets set forth the
necessary expenses for S&S to preserve and operate the Properties.
Most, if not all, of the rental income from the Properties comes
from the Domum Properties, which are assets of the Domum estate.
Section 363(c)(2) of the Bankruptcy Code establishes a special
requirement with respect to "cash collateral," providing that the
trustee or debtor in possession may use "cash collateral" if: each
entity that has an interest in such cash collateral consents or the
court, after notice and a hearing, authorizes such use, sale or
lease in accordance with the provisions of this section." The
Debtor explained that it is well settled that it is appropriate for
a Chapter 11 Debtor to use cash collateral for the purpose of
maintaining and operating its property. In addition, where the
debtor is operating a business, it is extremely important that the
access to cash collateral be allowed in order to facilitate the
goal of reorganization: "the purpose of Chapter 11 is to
rehabilitate Debtor and generally access to cash collateral is
necessary to operate a business." The Debtor pointed out that the
Domum Properties generate rental income which constitutes Lloyds'
cash collateral and for this reason the Domum Properties have
equity and are valuable assets of the estate, which must be
maintained and marketed for sale or refinance under the
Settlement.
Additionally, the Other Properties, which are property of the
Kilroy estate, do not generate rental income, and, thus, the Debtor
requests authority to use Lloyds' Agreed Cash Collateral to loan
funds to Kilroy to operate and maintain the Other Properties.
Specifically, Kilroy needs to use Lloyds' Agreed Cash Collateral in
the Debtor's case, loaned from the Debtor to Kilroy, for the
purpose of paying the necessary expenses reflected in the budgets.
If the expenses are not paid, then the Properties will fall into
disrepair and there will be irreparable harm to the estate.
Pursuant to Section 364 of the Bankruptcy Code, the Court may,
grant authority to a trustee or debtor in possession to obtain
credit or incur a debt as an administrative expense claim.
The Debtor also claims that terms of the proposed postpetition
financing are fair, reasonable and adequate. The loan from Kilroy
to the Debtor is interest-free and will have administrative
priority, without a set maturity date, and to be repaid with other
administrative expense claims without special treatment or terms.
Domum Locis, LLC, is represented by:
Howard S. Levine, Esq.
Tania M. Moyron, Esq.
Daniel A. Corren, Esq.
CYPRESS LLP
11111 Santa Monica Blvd., Suite 500
Los Angeles, California 90025
Telephone: (424) 901-0123
Facsimile: (424) 750-5100
Email: howard@cypressllp.com
tania@cypressllp.com
dan@cypressllp.com
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.
FILMED ENTERTAINMENT: Needs More Time to Decide on NY Lease
------------------------------------------------------------
Filmed Entertainment Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the deadline, until Feb. 6,
2016, to assume and reject unexpired nonresidential real property
lease located at 63 Madison Avenue in New York, New York.
The Debtor tells the Court that, prior to its petition date, the
Bank of New York Mellon ("BONY") and a predecessor in interest to
the Debtor entered into the Madison Lease. The Madison Lease
commenced on Dec. 19, 2002 and terminates on June 12, 2019. On
Dec. 19, 2002, BONY and Bertelsmann, Inc. ("Bertelsmann") entered
into that certain guarantee, pursuant to which Bertelsmann
guaranteed all of the Debtor and its assigns' monetary obligations
under the Madison Lease for up to 24 months ("Bertelsmann
Guarantee"). The Guarantee remains in effect.
The Debtor on Sept. 10, 2015, filed the motion for entry of an
order approving bidding procedures for the sale of substantially
all of the Debtor's assets. On Sept. 28, 2015, the Court entered
the bidding procedures order in connection with the sale motion.
The Debtor selected the bid of Edge Line Ventures LLC ("Edge Line")
as the successful bid for substantially all of the Debtor's
assets.
Pursuant to a modified purchase agreement, the Debtor contemplates
assuming and assigning the Madison Lease to Edge Line, who will
then turn over the net profits generated by the Madison Sublease to
the Debtor's estate for the benefit of the Debtor's creditors.
On Dec. 2, 2015, the Court held the sale hearing to consider
approval of a modified purchase agreement and the Official
Committee of Unsecured Creditor's objection. The sale hearing was
continued to Dec. 14, 2015 at 2:00 p.m. (New York Time).
About Filmed Entertainment
Filmed Entertainment Inc. owns and operates the "Columbia House DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel and Prime Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment to serve on the official committee of unsecured
creditors.
FILMED ENTERTAINMENT: Sells Assets to Edge Line for $425K
---------------------------------------------------------
Filmed Entertainment Inc., the corporate parent of the once-popular
music club Columbia House, has sold most of its assets to Edge Line
Ventures LLC.
Edge Line, a New York-based company controlled by Filmed
Entertainment's chief executive, purchased the assets for $425,000
plus costs.
Edge Line's offer was the only bid received by the company, which
initially planned to sell the assets at an auction last year. Edge
Line was eventually declared the winning bidder, according to court
filings.
The sale was approved last month by Judge Shelley Chapman of the
U.S. Bankruptcy Court for the Southern District of New York. A
copy of the order and the sale agreement is available for free at
http://is.gd/LkzEKV
The companies had earlier amended the sale agreement to resolve the
objection of the unsecured creditors' committee.
The agreement requires Filmed Entertainment to file a bankruptcy
plan on or before Jan. 31, and create a litigation trust for the
benefit of unsecured creditors. In exchange, the committee agreed
to withdraw the motion it filed in November to convert the
company's bankruptcy case to a Chapter 7 liquidation.
The sale was also criticized by the Pension Benefit Guaranty Corp.,
which echoed the arguments of the committee, and by The Bank of New
York Mellon.
Edge Line defended the sale by saying that it can fulfill its
obligations under the bank's lease agreement with Filmed
Entertainment that the buyer assumed in connection with the sale.
In a related development, Filmed Entertainment and Universal
Studios Home Entertainment LLC entered into a deal under which the
companies agreed to exclude the video devices owned by Universal
Studios from the sale. The agreement has already been approved,
court filings show.
About Filmed Entertainment
Filmed Entertainment Inc. owns and operates the "Columbia House DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel and Prime Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment to serve on the official committee of unsecured
creditors.
FRED FULLER: Court Wants Revised Disclosure Statement by Jan. 11
----------------------------------------------------------------
Judge J. Michael Deasy on Dec. 22, 2015, held a hearing on Fred
Fuller Oil & Propane Co. Inc.'s Disclosure Statement dated Nov. 13,
2015.
Following the hearing, the judge ordered the Debtor to submit an
amended disclosure statement on or before Jan. 11, 2016.
Objections are due Jan. 15. A hearing on the amended disclosure
statement will be held on Jan. 20, 2016, at 1:00 p.m.
Objections to Nov. 13 Disclosure Statement
Prior to the Dec. 22 hearing, the U.S. Trustee and the Official
Committee of Unsecured Creditors submitted objections to the
Disclosure Statement dated Nov. 13, 2015. Objections were also
filed by the State of New Hampshire, and Sharen Fuller.
The U.S. Trustee asks the Debtor to provide the legal basis for
Fred Fuller to retain his equity interest in the Debtor when senior
classes, i.e., general unsecured creditors, are projected to
receive little to no dividend. The U.S. Trustee points out that
neither the Disclosure Statement nor Plan addresses the application
and requirements of the "absolute priority rule" set forth in 11
U.S.C. Sec. 1129(b)(2)(B). Under 11 U.S.C. Sec. 1129(b)(2)(B),
before the Debtor retains any property interest, the claims of
unsecured creditors must be paid in full.
The Creditors Committee says the Disclosure Statement is deficient
in several respects and is therefore unacceptable to the Committee.
The Committee's counsel, Daren Brinkman, Esq., at Brinkman
Portillo Ronk, APC, argues that the Disclosure Statement should be
denied for these reasons:
A. The Disclosure Statement lacks adequate information under
11 U.S.C. Sec. 1125(b) about the misdealings of the Debtor
prior to filing for bankruptcy protection.
B. The Disclosure Statement lacks adequate information about
the transactions of the Debtor prior to filing for
bankruptcy protection.
C. The Disclosure Statement lacks adequate information about
how the Debtor plans to reduce the Priority Consumer Deposit
Class from $459,000 to $174,000.
D. The Disclosure Statement lacks adequate information about
why the Debtor is not pursuing a lawsuit against Rymes, the
buyer.
E. The Disclosure Statement fails to address the violation of
the Absolute Priority Rule that is present in this case by
virtue of prior equity holders retaining the rights to
appoint new management without approval by creditors.
Debtor to File Amended Disclosures
In response to the objections filed by the State of New Hampshire,
Sharen Fuller and the United States Trustee, Fred Fuller Oil
submitted a red-lined version of the Disclosure Statement and a
red-lined version of the Plan to provide the objecting parties with
the text of the changes which the Debtor proposes to make to
address the substance of the Objections to facilitate a substantive
discussion of the issues at the hearing on the adequacy of the
Disclosure Statement in a context which permits them to be resolved
by the Debtor and the Objecting Parties or the Court in an effort
to move the confirmation process forward as efficiently,
inexpensively and quickly as possible. Copies of the redlined
versions of the Plan and Disclosure Statement are available at:
http://bankrupt.com/misc/Fred_Fuller_380_RL_DS.pdf
http://bankrupt.com/misc/Fred_Fuller_380_RL_Plan.pdf
In response to the Committee's objections, the Debtor noted that:
a. The Debtor lays out the claims which it intends to file
against Mr. Fred Fuller and many others. As Mr. Varsalone points
out correctly in his Declaration, the identification of Causes of
Action is an on-going process. No doubt additional Causes of Action
will be discovered and asserted by the Debtor. In fact, if the
Committee would share the information obtained "from several
credible sources" as the Debtor has requested and it is obligated
to do, the Debtor would then be aware of the claims that the
Committee believes should be made against third parties.
b. The Committee offers no factual or legal basis for its claim
that the Debtor should not have held Patriots Season Ticket
Licenses.
c. If the Committee read the Disclosure Statement, it should have
found the very complete explanation of why the Debtor believes that
its "net liability" to Priority Consumer Deposit Creditors will not
exceed $174,000. The State of New Hampshire objected to the
explanation on the grounds that it would confuse consumers, not
because it was incorrect or uninformative.
d. The Debtor has conducted and will continue to conduct a
thorough investigation into potential claims against Mr. Fuller and
others. The allegation that the Debtor has not cooperated with the
Committee is baseless. In fact, the Debtor gave the Committee the
documents and other records that they agreed to exchange.
e. The Committee suggests that someone should "declare that the
accounting records comport with the bank records." It offers no
reason why that singular, specific statement is important or even
meaningful. More importantly, the Committee does not allege that
the records do not comport with each other.
f. In the Disclosure Statement, the Debtor stated and states many
times that it will file an adversary proceeding against Rymes. The
Debtor and Rymes have resolved a number of issues by agreement at
relatively little cost. Shrinking issues and preserving a climate
in which settlement is possible is generally preferable to
litigation.
g. Contrary to the allegation made by the Committee, the Plan,
which provides for the cancellation of the equity interests held by
Mr. Fuller, does not violate the absolute priority rule.
* * *
The U.S. Trustee is represented by:
Geraldine Karonis
Assistant U.S. Trustee
1000 Elm Street - Suite 605
Manchester, NH 03101
Tel: (603) 666-7908
E-mail: Geraldine.L.Karonis@usdoj.gov
The Creditors Committee is represented by:
Daren Brinkman, Esq.
BRINKMAN PORTILLO RONK, APC
4333 Park Terrace Drive, Suite 205
Westlake Village, CA 91361
Telephone: (818) 597-2992
Facsimile: (818) 597-2998
E-mail: brinkmanlaw@ecf.inforuptcy.com
firm@brinkmanlaw.com
Fred Fuller Oil & Propane Co. is represented by:
William S. Gannon, Esq.
WILLIAM S. GANNON, PLLC
889 Elm Street, 4th Floor
Manchester, NH 03101
Telephone: (603) 621-0833
About Fred Fuller Oil
Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
was the largest heating oil company in the state, serving about
30,000 New Hampshire customers. It sought Chapter 11 protection
(Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on
Nov. 10, 2014. Fredrick J. Fuller, the president, signed the
bankruptcy petition.
The Debtor estimated $10 million to $50 million in assets and debt.
The Nov. 10, 2014 court filing shows that the Debtor has about
$13.5 million in debts.
According to Concord Monitor, the bankruptcy case was initially
filed on Nov. 10, 2014, under Chapter 7, but that has since been
terminated and replaced with a Chapter 11 restructuring proposal.
William S. Gannon, Esq., at William S. Gannon PLLC, in
Manchester, serves as counsel to the Debtor.
On Feb. 12, 2015, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors. The Committee
selected Brinkman Portillo Ronk, APC, as its counsel with Deming
Law Office acting "of counsel."
HAYFIELD, MN: Moody's Lowers Rating on $3MM GO Debt to Ba2
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3 the
rating on Hayfield, MN's $3 million of Moody's-rated general
obligation (GO) debt. The outlook is negative. The downgrade to
Ba2 reflects the presence of enterprise and contingent liability
risk stemming from the city's challenged water and sewer operations
and exposure to a senior care facility. The weak enterprises
threaten to further erode the city's already limited liquidity.
The Ba2 rating also reflects the city's very limited tax base and
highly leveraged debt profile.
Rating Outlook
The negative outlook reflects an ongoing narrowing of citywide
liquidity that is expected to continue given rising fixed costs and
the risk of unplanned draws from enterprise operations.
Factors that Could Lead to an Upgrade
-- Significant and sustained increase in overall liquidity;
-- Improved financial operations in both the water and sewer
fund and the city-owned senior care facility
-- Moderation of the city's debt burden
Factors that Could Lead to a Downgrade
-- Further declines in the city's overall liquidity
-- Increases to the city's already elevated debt burden
-- Weakening of the tax base or socioeconomic indices
-- Legal Security
Debt service on all of the city's GO debt is ultimately secured by
the city's general obligation unlimited tax (GOULT) pledge, which
benefits from a dedicated property tax levy unlimited by rate or
amount.
Use of Proceeds
Not applicable.
Obligor Profile
Hayfield, situated in Dodge County, is located in the southeast
portion of Minnesota. The city lies approximately 22 miles
northeast of Austin, 26 miles southeast of Owatonna, 28 miles
southwest of Rochester and 80 miles south of the Minneapolis-St.
Paul Metropolitan Area. The city's area is approximately 5 square
miles.
HDGM ADVISORY: Can Solicit Plan Votes Until January 21
------------------------------------------------------
The Hon. James M. Carr of the U.S. Bankruptcy Court for the
Southern District of Indiana extended the exclusive period of HDGM
Advisory Services LLC and its debtor-affiliates to solicit
acceptances of their joint Chapter 11 plan of reorganization until
Jan. 21, 2016.
As reported by the Troubled Company Reporter on Sept. 28, 2015, the
Debtors believe that the requested extension was consistent with
sound case management, and will allow the Debtors' management and
other parties in interest, namely the Examiner and other creditor
constituencies, adequate time to investigate claims against Harold
Garrison and others and to obtain recoveries therefrom. The
Debtors sought an extension of exclusivity to finalize multiple
party negotiations, document deals, if any, and to prosecute a Plan
or global settlement arrangement and dismissal.
About HDGM Advisory Services
HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments
Services, Inc. ("MISI") invest in and develop real estate around
the world. They also provided management and investment services
to real estate funds that were set up as an investment vehicle for
religious Muslims. MISI developed Finzels Reach, a real estate
development in Bristol England. MAS and MISI are directly
or indirectly owned by Harold D. Garrison, who is also a debtor in
possession in a separate chapter 11 case.
MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases, under the lead case -- HDGM
Advisory, Case No. 14-04797.
MAS disclosed $20.3 million in assets and $7.99 million in
liabilities as of the Chapter 11 filing. MISI disclosed $20.4
million in assets and $12.4 million in liabilities. According to
a court filing, the Debtors don't have any secured creditors.
The Debtors have tapped Michael W. Hile, Esq., and Christine K.
Jacobson, Esq., at Katz & Korin PC, as counsel.
An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-00461) on Jan. 24, 2014.
On Nov. 10, 2014, Debtors filed their First Amended Joint Plan of
Reorganization and their Disclosure Statement. In the Amended
Plan, the Debtors proposed that their estates be liquidated by a
Liquidating Trust that would liquidate assets and claims and
distribute recoveries in accord with the practices of the
Bankruptcy Code.
HOVENSA LLC: U.S. Trustee Balks at Fee Application for Hamm Eckard
------------------------------------------------------------------
Guy G. Gebhardt, the Acting U.S. Trustee for Region 2, objected to
the retention of Hamm Eckard, LLP, as local/co-counsel to the
Official Committee of Unsecured Creditors in the Chapter 11 case of
Hovensa L.L.C.
According to the Trustee, the fee defense provisions of Hamm
Eckard, LLP, violate the Code and the American Rule, and ignore the
express directives of the United States Supreme Court. The firm
sought to be indemnified and entitled to payment from the Debtor's
estate, subject to approval by the Court.
About Hovensa
Hovensa, L.L.C, owns an oil refinery and an oil storage facility
business, both located on the island of St. Croix, U.S. Virgin
Islands, and both of which are currently idled. The refinery and
storage facilities span approximately 2,000 acres of land located
on the south shore of St. Croix, including approximately 300 acres
of undeveloped land to the east of the refinery and storage.
Hovensa currently maintains its headquarters at 1 Estate Hope,
Christiansted, St. Croix, USVI.
Hovensa was formed in June 1998 and, through a series of
agreements
dated October 30, 1998, became a joint venture between Hess Oil
Virgin Islands Corporation ("HOVIC"), a subsidiary of Hess
Corporation (f/k/a Amerada Hess Corporation), and PDVSA V.I., Inc.
("PDV-VI" and together with HOVIC, the "JV Parties"), a subsidiary
of Petróleos de Venezuela, S.A. ("PDVSA"), the national oil
company of Venezuela.
Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015, with a deal to sell most
of the assets. Judge Mary F. Walrath is assigned to the case.
The Debtor estimated assets of $100 million to $500 million, and
liabilities of more than $1 billion.
The Debtors tapped Morrison & Foerster LLP as bankruptcy counsel;
The Law Offices of Richard H. Dollison as local bankruptcy counsel;
Alvarez & Marsal North America, LLC to provide Thomas E. Hill as
chief restructuring officer; Lazard Frères & Co. LLC as
investment banker; White & Case LLP as special mergers and
acquisitions counsel; and Prime Clerk LLC as claims and noticing
agent and as administrative agent.
The Official Committee of Unsecured Creditors tapped Dentons US LLP
counsel; Hamm Eckard, LLP as its local/co-counsel; and Berkeley
Research Group, LLC as its financial advisor.
The Debtor's owners, HOVIC and PDV-VI, have agreed to provide DIP
financing in an amount not to exceed $40 million. The DIP facility
requires the Debtors to achieve certain milestones, including
closing of the sale by Dec. 31, 2015.
LEGION OPERATOR: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Legion Operator Training Group, LLC
fka American International Marksmanship Academy, LLC
8025 English Rose Way
Roswell, GA 30076
Case No.: 16-50046
Chapter 11 Petition Date: January 2, 2016
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: John A. Christy, Esq.
SCHREEDER, WHEELER & FLINT, LLP
1100 Peachtree Street, Suite 800
Atlanta, GA 30309-4516
Tel: 404-681-3450
Fax: 404 681 1046
Email: jchristy@swfllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Barton C. Rice, Jr., manager.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb16-50046.pdf
MARSH HAWK: Court Closes Chapter 11 Bankruptcy Case
---------------------------------------------------
The Hon. Stephen C. St. John of the U.S. Bankruptcy Court for the
Eastern District Virginia issued a final decree closing the Chapter
11 bankruptcy cases of Marsh Hawk Golf Club LLC and Ford's Colony
Country Club Inc.
Judge St. John noted the Debtors' plan of reorganization was
proposed to the creditors and was confirmed by order of the Court
entered on May 4, 2011, and Patrick Corbin, the plan trustee, has
reported to the Court that the plan has been substantially
consummated. Any and all outstanding motions or applications are
dismissed for failure to prosecute or deemed withdrawn as moot.
About Marsh Hawk Golf Club
Marsh Hawk Golf Club, LLC, and Ford's Colony Country Club, own and
operate a country club in Williamsburg, Virginia. The Club
features a 54-hole private golf course, restaurants, meeting rooms,
banquet halls and numerous recreational facilities. The Companies
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead
Case No. 10-50632) on April 1, 2010. Marsh Hawk disclosed
$26,915,398 in assets and $18,259,162 in liabilities as of the
Chapter 11 filing.
MEDIASHIFT INC: Eyes Jan. 25 Auction of Substantially All Assets
----------------------------------------------------------------
BankruptcyData reported that MediaShift and its official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
motion for an order: (a) approving bidding procedures for sale of
Debtors' assets; (b) authorizing and scheduling an auction; (c)
scheduling hearing for approval of the sale of assets free and
clear of liens and the assumption and assignment of certain
executory contracts and unexpired leases to the successful bidder;
(d) approving MediaShift Holdings' attorneys' fees and expense
reimbursement under certain circumstances; (e) approving procedures
and setting deadlines for the assumption and assignment of
executory contracts and unexpired leases including cure amounts
relating thereto; (f) approving certain deadlines and the form,
manner and sufficiency of notice and (g) granting other related
relief, memorandum of points and authorities and declaration in
support thereof.
The Debtors intend to sell substantially all of their assets
including patents, software and related intellectual property.
MediaShift Holdings (Holdings) will serve as staking horse bidder
with an initial bid of $11,767,000. The Debtors agreed to reimburse
Holdings for reasonable and documented out-of-pocket attorneys'
fees and expenses not to exceed $200,000 incurred in connection
with the transaction contemplated by the asset purchase agreement
and D.I.P. financing agreement under certain circumstances. A
qualified bid must provide for (i) a minimum cash purchase price
that exceeds the stalking horse bid by at least $500,000 and be
accompanied by a cash deposit of 5% of the qualified bid amount.
The deadline to submit qualified competing bids is Jan. 21, 2016,
and an auction, if necessary, would be conducted on Jan. 25. A
hearing to approve the sale shall be held on Jan. 27. The Court
scheduled a Dec. 30, 2015 hearing to consider the procedures
motion.
About MediaShift
MediaShift, Inc., is a digital advertising technology company. The
company, through its subsidiaries offers operators of private
internet networks to monetize their audiences through distributed
ad technology platforms and across multiple devices.
MediaShift, Inc., and Ad-Vantage Networks, Inc., filed Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-25024) on
Sept. 30, 2015. Rick Baran, the president, signed the petitions.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors have engaged Levene, Neale, Bender, Yoo & Brill L.L.P,
as counsel.
Judge Sandra R. Klein is assigned to the cases.
MF GLOBAL: Ex-CEO Corzine Denies Fault for Customer Cash Transfers
------------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reported that former MF Global
CEO Jon Corzine on Dec. 21, 2015, shot back at the U.S. Commodity
Futures Trading Commission's bid to hold him responsible for the
brokerage firm's alleged misuse of customer funds, telling a New
York federal judge that he didn't have control over account
transfers. In a letter to U.S. District Judge Victor Marrero, an
attorney for Corzine said the CFTC had failed to show that the
former MF Global chief knew the company was ignoring rules designed
to protect customer funds before it collapsed.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MMM HOLDINGS: Moody's Hikes Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service has upgraded MMM Holdings, LLC.'s senior
secured debt rating and corporate family rating (CFR) to B3 from
Caa1. The insurance financial strength (IFS) rating of MMM's
regulated insurance subsidiary, MMM Healthcare, LLC. (MMM
Healthcare) was affirmed at Ba3. The upgrade and affirmation follow
the announcement of an amendment and waiver agreement entered into
by MMM and the lenders under the credit facility on November 24,
2015. The outlook on the ratings of MMM and MMM Healthcare was
changed from negative to stable.
RATINGS RATIONALE
Moody's stated that the rating actions reflect the terms of the
amendment which waive (1) all existing covenant and payment
defaults on the existing credit facility, and (2) mandatory
amortization payments required under the credit facility through
March 2017. The waiver of the required principal payments
(approximately $11 million per quarter) will enable MMM Healthcare
to exceed the regulatory required NAIC risk-based capital (RBC)
ratio of 200% of authorized control level (ACL) at the end of
2015.
According to the rating agency, the possibility of MMM Healthcare's
RBC level deteriorating below 200% was the result of a combination
of several adverse financial developments during 2014 and 2015.
First, there was a loss of approximately 46,000 Medicare Advantage
members in Puerto Rico in 2014 due to reductions in the benefits
MMM offered in its Medicare Advantage products, which were prompted
by decreased reimbursements from the federal government. Second, as
a result of lower EBITDA due to the declining reimbursement rates,
the company breached a financial leverage covenant in its credit
agreement beginning on September 30, 2014 which continued through
2015. As a result, MMM was not able to access its $30 million
revolving credit facility. In September 2015, MMM in collaboration
with its lenders decided that it would not make the required
principal payment due and entered into a Forbearance Agreement
which led to the negotiation of the amendment to the credit
facility.
Moody's commented that despite the resolution of the forbearance
provided by the lenders, a number of uncertainties remain for MMM.
First, the announced 2016 Medicare Advantage reimbursement rates
for Puerto Rico were significantly lower than expected, with
insurance companies projecting a decrease of more than 10%.
Additionally, MMM has begun to implement the Reforma (Medicaid)
contract in two regions in Puerto Rico. While this business should
provide revenue and earnings diversification, maintaining a
consistent profit margin on Medicaid business in Puerto Rico has
proven to be challenging for other insurers in the past.
Somewhat offsetting these negative developments, Moody's noted that
MMM will be the only 4 star Medicare Advantage plan in Puerto Rico
in 2017, which should not only help attract membership but provides
MMM with quality bonus payments from the government. In addition,
the company will benefit from the one year suspension of the Health
Insurance Industry Tax in 2017 along with scheduled changes to be
made to the reimbursement formula and risk scores that year which
should result in higher reimbursement amounts for MMM.
Moody's stated there would be positive pressure on the ratings of
MMM if the company: 1) meets the requirements of the amendment to
its credit facility, 2) meets regulatory requirements by
maintaining an NAIC risk-based capital (RBC) ratio of at least 200%
of ACL, 3) continues to produce EBITDA profit margins of at least
2% over the next several quarters, and 4) if the 2017 Medicare
Advantage reimbursement rates for MMM are favorable.
However, the rating agency said that if 1) the company breaches any
condition of the amendment to the credit facility, 2) the RBC ratio
falls below the 200% ACL level, or 3) the company incurs
substantial losses in 2016, then the ratings could be downgraded.
The following ratings were upgraded, with a stable outlook:
MMM Holdings, LLC. -- senior secured debt rating to B3 from Caa1;
long-term corporate family rating to B3 from Caa1;
The following rating was affirmed, with a stable outlook:
MMM Healthcare, LLC. -- insurance financial strength rating at
Ba3.
InnovaCare, Inc., the parent company of MMM Holdings, is a
privately-owned company incorporated in Puerto Rico and
headquartered in Fort Lee, New Jersey. MSO of Puerto Rico, Inc. is
an independent unregulated subsidiary of MMM Holdings that provides
management support and services to the provider networks of MMM
Holding's regulated insurance subsidiaries (MMM Healthcare and PMC
Medicare Choice, LLC.). As of September 30, 2015, MMM Holdings
reported a stockholders' deficit of approximately $146 million.
MMM's total revenues for the first nine months of 2015 were $1.7
billion with approximately 492,000 Medicare and Medicaid members in
Puerto Rico.
Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.
PACIFIC RECYCLING: Can't File Chapter 11 Plan Until March 31
------------------------------------------------------------
Pacific Recycling Inc. asks the U.S. Bankruptcy Court for the
District of Oregon to extend its exclusive periods to:
a) file a Chapter 11 plan through March 31, 2016, and
b) solicit acceptances of that plan through and including
June 30, 2016.
The Debtor's current plan filing deadline was slated to expire Dec.
28, 2015, absent an extension.
According to the Debtor, it has been diligently working towards and
making good faith progress towards reorganization. The Debtor's
consultant, Stan Levers, has been evaluating various options for
reorganization including the possibility of refinancing or take-out
financing to aid it in reorganization. if refinancing is
available, it will take addition time, beyond the current
exclusivity period, to put that financing in place, the Debtor
says.
Mr. Levers is also evaluating the possible sale or surrender of
certain assets to reduce the debt load and other approaches to
reorganization, the Debtor adds.
About Pacific Recycling
Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition
was signed by Rodney Schultz as president. The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP
represents the Debtor as counsel.
The U.S. Trustee for Region 18 appointed four creditors of Pacific
Recycling Inc. to serve on the official committee of unsecured
creditors. Cassie K. Jones, Esq., and the law firm of Gleaves
Swearingen LLP represent the Committee as its counsel.
PACIFIC RECYCLING: Wants to Decide on Leases Until March 28
-----------------------------------------------------------
Pacific Recycling Inc. asks the U.S. Bankruptcy Court for the
District of Oregon to extend its deadline to assume or reject
non-residential leases until March 28, 2016.
The Debtor tells the Court that its current lease-decision deadline
expired on Dec. 28, 2016. The Court set March 31, 2016, as the
deadline to submit a plan. Extending the lease-decision deadline
will permit it to incorporate assumption or rejection of leases in
the plan of reorganization, the Debtor notes.
The Debtor notes it leases two parcels of real property from an
affiliated entity, PAC Recycling LCC. The leases are:
Date of Lease Description of Property Monthly Rent
------------- ------------------------ ------------
Aug. 4, 2010 10 acre Parcel in Eugene $10,000
Jan. 1, 2012 11 acre Parcel in Eugene $15,000
The Debtor adds it is in the process of determining the feasibility
of reorganization, and requires more time in which to decide
whether to assume or reject one or both of the leases. An
extension is in the best interests of the estate because it avoids
creating an administrative expense claim if the determination is
made at a later date to terminate one of the leases or surrender
one parcel to the mortgage lenders, according to the Debtor.
A hearing is set for Jan. 14, 2016, at 10:00 a.m. at Courtroom #6
in Eugene, Oregon, to consider approval of the Debtor's extension
request.
About Pacific Recycling
Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition
was signed by Rodney Schultz as president. The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP
represents the Debtor as counsel.
The U.S. Trustee for Region 18 appointed four creditors of Pacific
Recycling Inc. to serve on the official committee of unsecured
creditors. Cassie K. Jones, Esq., and the law firm of Gleaves
Swearingen LLP represent the Committee as its counsel.
PARALLEL ENERGY: Gets Approval for Bonus Plan
---------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge gave Parallel Energy LP the go-ahead on Dec. 22,
2015 on a bonus plan for top executives, contested by the U.S.
Trustee's Office, as the company said it received no sale offers
other than a $110 million stalking horse bid from a Scout Energy
unit.
About Parallel Energy
Tulsa, Oklahoma-based natural gas producer Parallel Energy LP
formerly known as Parallel Energy Acquisitions LP, and Parallel
Energy GP LLC filed for Chapter 11 protection (Bankr. D. Del Case
Nos. 15-12263 and 15-12264) on Nov. 9, 2015. The petition was
signed by Richard N. Miller, chief financial officer.
The Hon. Kevin Gross presides over the case. Demetra L. Liggins,
Esq., and David M. Bennett, Esq., at Thompson & Knight LLP and
GianClaudio Finizio, Esq., at Bayard, P.A., represent the Debtor
as
co-counsel. Alvarez & Marsal North America, LLC serves as
financial advisor. Prime Clerk LLC serves as notice, claims,
solicitation and balloting agent. The Debtor estimated assets and
debts at $100 million to $500 million.
PICO HOLDINGS: Activist Central Square Bemoans Board Nominee
------------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- Central Square
Management, LLC, in Naperville, Ill., owner of 5.4% of common stock
in PICO Holdings, Inc., released an open letter to Kristina Leslie,
PICO's Chairwoman, and the rest of the PICO Board.
Kelly Cardwell, of Central Square, notes that the PICO Board
recently appointed Eric Speron to fill the vacancy left by Dr.
Julie Sullivan. According to the letter, "the appointment of Mr.
Speron is entirely reactive to our involvement at PICO and
undertaken as a belated and underwhelming token attempt to appease
shareholders. This blatantly transparent move clearly does not
begin to go far enough to address the significant issues that we
have highlighted in prior letters and communications to you and
members of the PICO management team. Simply put, we believe this is
a case of 'too little, too late.'"
Mr. Cardwell notes that PICO has only superficially addressed the
numerous shareholder complaints - complaints which relate to almost
all facets of PICO's corporate existence. Such significant and
long-standing issues, "cannot be addressed by simply self-selecting
one token new director to appoint to the Board. Real change is
needed immediately."
In a personal anecdote, Mr. Cardwell states, "In light of Ms.
Leslie's comment to me during our October 29th conversation that
each of the three individuals that we publicly identified is
clearly highly-qualified, the appointment of your hand-picked
director without true engagement in a discussion with us not only
illustrates your clear desire to ignore one of the Company's
largest institutional shareholders, it also demonstrates an
apparent effort to further entrench yourselves despite our
persistent efforts to engage in constructive dialogue with you to
voluntarily reconstitute the Board."
The letter calls on the PICO Board to immediately seat the three
directors. They are:
(a) Anthony Bergamo;
(b) James Henderson; and
(c) Daniel Silvers.
Central Square reiterates its call to hold the Company's 2016
annual meeting no later than April 15, 2016, and ominously reminds
the Board, "that taking measures to entrench yourselves is
inappropriate and will not be tolerated.
The letter closes stating, "We once again strongly urge you to
reconsider your uncooperative approach, which we believe represents
hostility toward shareholder interests, and to immediately engage
with us to implement meaningful steps to enhance shareholder value
at PICO. We continue to stand ready to meet at your convenience to
discuss next steps."
PICO HOLDINGS: Disgruntled Investors Launch ReformPICONow Website
-----------------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- One or more
disgruntled shareholders in PICO Holdings, Inc., have launched a
website in furtherance of their campaign for change at the company.
The Web site address is http://www.ReformPICONow.com/
ReformPICONow portrays PICO stock performance against the S&P 500
over the last five years -- and PICO stock has underperformed.
There is also a blog that analyzes PICO's most recent appointment
to the Board.
Recent activist investor filings have noted that PICO has
underperformed by every conceivable measure of corporate
performance over long periods of time. Activists have also noted
PICO executive's high levels of compensation in the face of such
sub-par results.
Central Square Management,LLC, leads the charge. In an open
letter, Central Square criticized PICO's most recent Board
appointment and questioned the Board's motives for such action,
implying that director entrenchment was the ultimate objective.
PINNACLE FOODS: Moody's Confirms Ba3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed the Ba3 Corporate Family
Rating, Ba3-PD Probability of Default Rating, and B2 senior
unsecured debt instrument rating of Pinnacle Foods Finance, LLC
("Pinnacle"). Pinnacle's Ba2 senior secured rating remains under
review for downgrade, pending the final structure and terms of a
contemplated debt financing, which could affect this rating. The
Speculative Grade Liquidity rating, which was not affected by the
review, is affirmed at SGL-2.
On November 24, 2015, Moody's placed Pinnacle's ratings under
review for downgrade following the company's announcement that its
parent company, Pinnacle Foods, Inc., had entered into a definitive
agreement to acquire Boulder Brands, Inc. ("Boulder", B2) for $975
million, including $265 million of net debt. Pinnacle plans to
raise $900 million of debt financing and launch a cash tender offer
for Boulder Brands shares in the first quarter of 2016.
The Ba3 Corporate Family Rating reflects the high financial
leverage that would result from the proposed transaction, balanced
against Moody's expectation that Pinnacle would generate sufficient
free cash flow to restore credit metrics within 12 to 15 months
after the closing.
"We estimate that Pinnacle would be able to reduce debt/EBITDA from
about 5.5x at closing to below 5.0x within 15 months, assuming that
the company achieves at least half of the $30 million of two-year
targeted cost savings and maintains at least stable operating
performance," commented Brian Weddington, a Moody's Senior Credit
Officer.
Another key offset to near-term high leverage is the resulting
improvement in portfolio and channel mix. Specifically, the
addition of Boulder Brands would expand Pinnacle's product
offerings in better-for-you foods to approximately 55% of sales
from about 46% today. It also would further expand its distribution
capabilities in natural, gluten-free and organic foods channels.
A key challenge for Pinnacle would be to stabilize the declining
sales of the Smart Balance brand and to address various operating
challenges Boulder has faced in recent years.
Moody's has taken the following actions on Pinnacle Foods Finance
LLC:
Ratings confirmed:
Corporate Family Rating at Ba3;
Probability of Default Rating at Ba3-PD;
Gtd Senior Unsecured at B2 (LGD 6).
Rating affirmed:
Speculative Grade Liquidity rating at SGL-2.
Rating remaining under review for downgrade:
Senior Secured Bank Facility at Ba2 (LGD 3).
To fund the proposed transaction, Pinnacle plans to raise
approximately $900 million of debt, most of which would be secured
financing. Moody's does not anticipate that the mix of secured and
unsecured debt in this financing would affect the Corporate Family
Rating or the senior unsecured debt instrument ratings. However, an
all-secured debt financing would likely result in a one-notch
downgrade to the senior secured debt instrument ratings.
RATING RATIONALE
Pinnacle's Ba3 Corporate Family Rating (CFR) reflects the company's
portfolio of mature brands in frozen and shelf-stable food
categories that generate relatively stable operating performance,
albeit with limited growth potential. Pinnacle competes
successfully against food companies with greater scale, capital
resources and pricing power by focusing on optimizing its brand
investment and maintaining efficient operations. The rating also
reflects Moody's expectation that debt-financed acquisitions would
be followed by an ample period of de-leveraging to restore credit
metrics.
Pinnacle's ratings could be lowered if weak operating performance,
M&A integration challenges or a future leveraged acquisition would
likely cause Pinnacle's debt/EBITDA to be sustained above 5.0
times.
A rating upgrade would be considered if Moody's believes that
Pinnacle would likely reduce and sustain debt to EBITDA below 4.0
times.
Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance LLC
— through its wholly-owned operating company, Pinnacle Foods
Group — manufactures and markets branded convenience food
products in the US and Canada. Key brands include Birds Eye and
Hungry-Man frozen dinners, Vlasic pickles, Wish Bone salad
dressings, Mrs. Paul's and Van de Kamp's frozen prepared sea food,
Log Cabin and Mrs. Butterworth's syrups and Duncan Hines cake
mixes. Net sales for the last twelve month period ended September
27, 2015 totaled approximately $2.6 billion.
Boulder, Colorado-based Boulder Brands, Inc. markets and
manufactures a wide array of healthy food products for sale mostly
in North America. The business consists of two segments: The
Natural segment (61% of fiscal 2014 sales) produces gluten-free
food products and healthy frozen foods under brand names such as
Udi's, Glutino and EVOL. The Balance segment (39% of sales)
produces healthy spreads as well as diabetic-friendly food products
under brands such as Smart Balance, Earth Balance and Level Life.
The company generated revenue of $508 million for the twelve months
ended September 30, 2015.
PITT PENN: IEAM Trustee's Settlement With Northwood Approved
------------------------------------------------------------
Judge Brendan L. Shannon in December approved a settlement
agreement between debtor Industrial Enterprises of America Inc.'s
Chapter 11 trustee and Northwood Capital Partners, L.P.
A dispute has arisen between the parties relating to Northwood's
receipt of certain securities from IEAM in 2006, and IEAM's alleged
entitlement to the proceeds from the sale of some of those
securities and to the value of the balance, which dispute has been
lodged in an adversary proceeding entitled IEAM v. Archdale et al.,
Adv. Proc. No. 11-51875 in the bankruptcy proceeding.
To settle all pending disputes, Norman L. Pernick, the Chapter 11
trustee, reached a settlement with Northwood, which settlement
provides that:
-- Northwood agrees to pay IEAM a certain amount.
-- The parties agree to seal the financial terms of the
settlement.
-- The parties will execute a stipulation of the dismissal
of the claims against Northwood in the Adversary Proceeding.
-- The Trustee releases and forever discharges Northwood from
any and all liability and claims.
Northwood's attorneys:
Brya M. Keilson, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
913 Market Street, 10th Floor
Wilmington, DE 19801
Tel: (302) 416-3355
E-mail: bkeilson@gsbblaw.com
The IEAM Trustee's attorneys:
Patrick Reilley, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: (302) 652-3131
E-mail: preilley@coleschotz.com
- and -
Peter Linden, Esq.
KIRBY McINERNEY LLP
825 Third Avenue, 16th Floor
New York, NY 10022
Tel: (212) 371-6600
E-mail: plinden@kmllp.com
- and -
Raymond A. Bragar, Esq.
BRAGER EAGEL & SQUIRE P.C.
885 Third Avenue, Suite 3040
New York, NY 10022
Tel: (212) 308-5858
About Pitt Penn
Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed
voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises
of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter
11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009.
EMC Packaging, Inc., filed a voluntary petition for Chapter 11
relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide
Industries, LLC, and Today's Way Manufacturing LLC, each filed a
voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11587 and 09-11586) on May 6, 2009.
PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM. The cases are jointly administered under Case No. 09-11475.
Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel. In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.
Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's
Way. PPH, through its wholly owned subsidiary, PPO, was a leading
manufacturer, marketer and seller of automotive chemicals and
additives.
EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products. Unifide was a leading marketer and seller of
automotive chemicals and additives. Today's Way manufactured and
packaged the products which were sold by Unifide.
Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors. The trustee tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.
RDIO INC: Court OKs Sale of Assets to Pandora for $75 Million
-------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that a California
bankruptcy judge approved the sale of music streaming service
Rdio's assets to former rival Pandora for $75 million on Dec. 21,
2015, saying no better deal was likely to come along.
U.S. Bankruptcy Judge Dennis Montali approved a motion submitted in
late November naming a price of $75 million for "substantially all"
of Rdio's assets, subject to slight adjustments if certain
employees decided not to stay or for other reasons.
About Rdio, Inc.
Rdio, Inc., was founded in 2008 as a digital music service. The
business operations were launched in 2010 after Rdio secured all of
the major record label rights. Since that time, Rdio has strived
to grow into a worldwide music service, and today is in
approximately 86 countries.
Rdio, Inc., filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31430) on Nov. 16, 2015, with a deal in place to
sell the company to Pandora Media. The petition was signed by
Elliott Peters as senior vice president. Judge Dennis Montali has
been assigned the case.
The Debtor estimated assets in the range of $50 million to $100
million and liabilities of more than $100 million.
Levene, Neale, Bender, Yoo & Brill LLP serves as the Debtor's
counsel. Moelis & Company serves as investment banker.
RELIANCE INSURANCE: Claims Bar Date Set for March 31
----------------------------------------------------
The Commonwealth Court set March 31, 2016, as the deadline by which
all claims against Reliance Insurance Company et al. must be filed
with the Companies' liquidator.
Additional information may be obtained at:
Reliance Insurance Company (in Liquidation)
P.O. Box 7757
Philadelphia, PA 19102
Tel: (215) 864-4000
Fax: (215) 864-4010
Email: liquidator@relianceinsurance.com
Proof of claim ("POC") form and information of POC are available at
http://www.reliancedocuments.com/by clicking on the link for POC
information.
About Reliance Insurance
Reliance Insurance Company is subject to state liquidation
proceedings pending before the Commonwealth Court of Pennsylvania
in the Civil Action No. 1 REL 2001-(269 M.D. 2001) (Pa. Cmwlth.
Ct.). A Pennsylvania-based insurance company, Reliance Insurance
Company, was licensed to write insurance in all 50 states. The
states with the largest number of policyholders included
California, New York, Florida, Pennsylvania, Illinois and Texas.
Reliance Insurance Company's insurance business consisted
primarily of workers' compensation, commercial auto, commercial
liability and personal auto coverage.
Based in New York City, Reliance Group Holdings Inc. owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by order of the Commonwealth
Court of Pennsylvania dated Oct. 3, 2001. The Bankruptcy Court
confirmed the Creditors' Committee's Plan of Reorganization on
Jan. 25, 2005.
ROTONDO WEIRICH: Can Reject Brownsburg Real Property
----------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania approved the motion of Rotondo Weirich
Enterprises Inc. and its debtor-affiliates to reject
non-residential real property lease for the real property located
at 451 Southpoint Circle, Unit 100 in Brownsburg, Indiana,
effective Dec. 31, 2015.
About Rotondo Weirich Enterprises
Rotondo Weirich Enterprises, Inc. and five of its affiliates
sought
Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 -
15-16151) on Aug. 27, 2015. The petition was signed by Steven J.
Weirich as president & CEO. The Debtors disclosed total assets of
$8,667,885 and total liabilities of $10,452,860. Maschmeyer
Karalis P.C. represents the Debtors.
On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3,
appointed Grant Brooker, general counsel of Bennett Motor Express
LLC; Brett Smith, business manager of Bragg Companies; and Max
Helser, president of Helser Industries Inc., to serve on the
official committee of unsecured creditors. On Oct. 15, 2015,
another unsecured creditor, Mi-Jack Products Inc. Vice-President
Jack Wepfer, was appointed to serve on the panel.
The unsecured creditors' committee is represented by Reed Smith
LLP.
Judge Eric L. Frank ordered directing joint administration of the
Debtors' cases.
ROTONDO WEIRICH: Wants to File Chapter 11 Plan Until April 23
-------------------------------------------------------------
Rotondo Weirich Enterprises Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
extend their exclusive periods to file a Chapter 11 plan until
April 23, 2016, and solicit acceptances of that plan through and
including June 22, 2016.
The Debtors say they need time to review various proofs of claim to
determine the amount and character of claims asserted against their
estates. The Debtors assure the Court that no harm or prejudice
will inure to their creditors if the exclusive periods are
extended.
According to the Debtors, a substantial benefit will be conferred
upon the Debtors if the exclusive period is extended in that they
will be afforded additional time within which to negotiate and
formulate a plan with their creditors and the Official Committee of
Unsecured Creditors.
The Debtors' current plan filing deadline will expire on March 3,
2016.
About Rotondo Weirich Enterprises
Rotondo Weirich Enterprises, Inc. and five of its affiliates
sought
Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 -
15-16151) on Aug. 27, 2015. The petition was signed by Steven J.
Weirich as president & CEO. The Debtors disclosed total assets of
$8,667,885 and total liabilities of $10,452,860. Maschmeyer
Karalis P.C. represents the Debtors.
On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3,
appointed Grant Brooker, general counsel of Bennett Motor Express
LLC; Brett Smith, business manager of Bragg Companies; and Max
Helser, president of Helser Industries Inc., to serve on the
official committee of unsecured creditors. On Oct. 15, 2015,
another unsecured creditor, Mi-Jack Products Inc. Vice-President
Jack Wepfer, was appointed to serve on the panel.
The unsecured creditors' committee is represented by Reed Smith
LLP.
Judge Eric L. Frank ordered directing joint administration of the
Debtors' cases.
RREAF O&G: Spectrum-Backed Plan Mulls Refinancing or Conversion
---------------------------------------------------------------
RREAF O&G Portfolio #2 LLC, et al., owners of 8 hotel properties,
have a Chapter 11 plan that contemplates:
-- paying off the $45 million debt to the primary secured
lender by Jan. 31, 2016, or converting the debt to 100%
of the equity in the reorganized company, and
-- returning 100 cents on the dollar to other creditors.
The Debtors commenced bankruptcy cases to stay the prepetition
exercise of remedies by principal lender Spectrum Origination LLC,
and prevent dissipation of any equity value that could otherwise be
available to satisfy the claims of the Debtors' other creditors and
stakeholders. To that end, the Debtors have worked diligently
toward developing a workable plan for restructuring the Spectrum
Debt. Those steps toward such a restructuring include working to
find alternate transaction partners that may be able to refinance
or otherwise satisfy the Spectrum Debt.
Portfolio #2 and #2 Manager are parties to a Loan Agreement dated
as of April 30, 2014 with Spectrum, as lender. As of the Petition
Date, the aggregate principal amount outstanding under the
Portfolio #2 Loan Agreement is approximately $39,118,351(the
"Portfolio #2 Debt").
Portfolio #3 and #3 Manager are parties to a Loan Agreement dated
as of Nov. 21, 2014 with Spectrum, as lender. As of the Petition
Date, the aggregate principal amount outstanding under the
Portfolio #3 Loan Agreement is approximately $5,128,000 (the
"Portfolio #3 Debt").
After several weeks of negotiation, on Dec. 10, 2015, the Debtors
filed their Plan of Reorganization of RREAF O&G Portfolio #2 LLC,
RREAF O&G Portfolio #2 Manager LLC, RREAF O&G Portfolio #3 LLC, and
RREAF O&G Portfolio #3 Manager LLC, as well as a proposed
disclosure statement to accompany the Plan. The Plan and
Disclosure Statement memorialize the terms between the Debtors and
Spectrum regarding the framework for the Debtors' emergence for
bankruptcy and provide for two alternate, parallel paths for the
consummation and implementation of the Debtors' restructuring
efforts: (a) the "Refinancing Confirmation Option" and the (b)
"Conversion Confirmation Option."
Refinancing Confirmation Option
If the Plan is implemented pursuant to the Refinancing Confirmation
Option, then:
* The Debtors will, on or before Jan. 31, 2016, repay all of
Spectrum's claims against the Debtors, in cash, at a
negotiated payoff amount, with the proceeds of a proposed
asset sale or refinancing;
* The Debtors will fully satisfy allowed, classified
prepetition and postpetition claims in cash or provide
those allowed, classified prepetition and postpetition
claims those other treatment and consideration that will
render them unimpaired; and
* The Debtors' existing equity holders (other than Spectrum's
affiliates, who will receive payment in satisfaction of all
equity claims against the estates) will retain their
prepetition equity interests in each of the Debtors.
Conversion Confirmation Option
Alternately, if the Plan is implemented pursuant to the Conversion
Confirmation Option, then:
* The existing ownership interests in #2 Manager and
#3 Manager (the parents of operating entities Portfolio
#2 and Portfolio #3) will be cancelled, without payment
or distribution from the estates, and Spectrum (or its
affiliates) will receive 100% of the equity interests in
Reorganized #2 Manager and Reorganized #3 Manager;
* Holders of secured claims (other than Spectrum),
administrative claims, and unsecured priority claims will
receive treatment that renders such claims unimpaired
under the Plan; and
* Holders of prepetition, general unsecured claims will
receive no distribution from the Debtors' estates in respect
of such claims.
Regardless of whether the Plan is implemented pursuant to the
Refinancing Confirmation or the Conversion Confirmation, the only
impaired creditor entitled to vote in respect of the Plan is
Spectrum. All other creditors and equity interest holders will
either (i) be rendered unimpaired, and conclusively presumed to
have accepted the Plan, pursuant to Section 1126(f) of the
Bankruptcy Code; or (ii) receive no distributions under the Plan,
and conclusively be deemed to have rejected the Plan pursuant to
section 1126(g) of the Bankruptcy Code.
In order for the Debtors to preserve their ability to repay or
refinance Spectrum's claims through the Refinancing Confirmation
Option by January 31, 2016, the Debtors must:
(i) obtain approval of the Disclosure Statement on or before
Jan. 10, 2016; and
(ii) pay the Refinancing Transactions Payoff Amount to
Spectrum no later than Jan. 31, 2016.
A copy of the Disclosure Statement dated Dec. 10, 2015, is
available for free at:
http://bankrupt.com/misc/RREAF_148_DS.pdf
About RREAF O&G
RREAF O&G Portfolio #2 LLC, RREAF O&G Portfolio Manager #2 LLC,
RREAF O&G Portfolio #3 LLC, and RREAF O&G Portfolio #3 Manager LLC,
collectively, own eight hotel properties in Texas. Two of the
properties are located in Midland, Texas, and the remaining six
properties are located in Andrews, Texas, Cuero Texas, Hobbs, New
Mexico, Pearsall, Texas, Pecos, Texas and Port Arthur, Texas. Each
of the properties is branded with well-known franchises, or
"flags."
Seven of the hotel properties are owned by Portfolio #2, and one
property is owned by Portfolio #3. The sole member of Portfolio #2
is #2 Manager and the sole member of Portfolio #3 is #3 Manager.
RREAF O&G Portfolio #2, et al., sought Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Lead Case No. 15-70094), in Midland,
Texas, on July 8, 2015. Webb M. ("Kip") Sowden, III, the CEO,
signed the Chapter 11 petitions.
The cases are assigned to Chief Bankruptcy Judge Ronald B. King.
The Debtors tapped Holland & Knight LLP as counsel.
Portfolio #2 estimated $50 million to $100 million in assets and
less than $50 million in debt.
RREAF O&G: Targeting January Confirmation of Chapter 11 Plan
------------------------------------------------------------
Judge Ronald B. King on Jan. 6, 2016, at 9:30 a.m. will convene a
hearing to consider approval of the disclosure statement explaining
RREAF O&G Portfolio #2 LLC, et al.'s proposed Chapter 11 plan, as
well as the proposed solicitation procedures.
After months of negotiations with their principal secured lender,
Spectrum Origination LLC, the Debtors have reached an agreement in
principle with Spectrum regarding the terms of a proposed plan of
reorganization. Those plan terms would preserve the Debtors'
ability to complete a beneficial sale or refinancing of their
properties, while at the same time providing a certain timeframe
for resolving the Debtors' cases in the event the Debtors are
unable to consummate such a proposed sale or refinancing.
To implement and confirm the proposed plan on the timetable
negotiated with principal secured lender, the Debtors seek to:
(i) obtain approval of their disclosure statement no later
than Jan. 10, 2016; and
(ii) obtain confirmation of their plan by the end of January
2016.
In order to adhere to such a timetable, the Debtors will require
certain procedural relief, including:
(a) approving their disclosure statement prior to
January 10, 2016;
(b) establishing a scheduling order for confirming the
Debtors' proposed plan and approving shortened notice
of the plan confirmation hearing; and
(c) approving the Debtors' proposed method for assuming and
curing executory agreements in connection with plan
confirmation.
The Debtors request that the Court approve the following schedule
of proposed dates (subject to the Court's availability, as
applicable):
Event Date
----- ----
Hearing to Approve the Disclosure Statement Jan. 6, 2016
Solicitation Commencement Date Jan. 7, 2016
Confirmation Hearing Notice
Service Deadline and Cure Notice
Service Deadline Jan. 8, 2016
Objection Deadline (for Plan
confirmation and/or cure amounts) Jan. 25, 2016
Voting Deadline Jan. 25, 2016
Confirmation Hearing Jan. 28, 2016
About RREAF O&G
RREAF O&G Portfolio #2 LLC, RREAF O&G Portfolio Manager #2 LLC,
RREAF O&G Portfolio #3 LLC, and RREAF O&G Portfolio #3 Manager LLC,
collectively, own eight hotel properties in Texas.
Two of the properties are located in Midland, Texas, and the
remaining six properties are located in Andrews, Texas, Cuero
Texas, Hobbs, New Mexico, Pearsall, Texas, Pecos, Texas and Port
Arthur, Texas. Each of the properties is branded with well-known
franchises, or "flags."
Seven of the hotel properties are owned by Portfolio #2, and one
property is owned by Portfolio #3. The sole member of Portfolio #2
is #2 Manager and the sole member of Portfolio #3 is #3 Manager.
RREAF O&G Portfolio #2, et al., sought Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Lead Case No. 15-70094), in Midland,
Texas, on July 8, 2015. Webb M. ("Kip") Sowden, III, the CEO,
signed the Chapter 11 petitions.
The cases are assigned to Chief Bankruptcy Judge Ronald B. King.
The Debtors tapped Holland & Knight LLP as counsel.
Portfolio #2 estimated $50 million to $100 million in assets and
less than $50 million in debt.
ST MICHAEL'S MEDICAL: Has Until March 7 on Lease-Related Decisions
------------------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey extended the deadline until March 7, 2016,
within which Saint Michael's Medical Center Inc. and its
debtor-affiliates to assume or reject their unexpired
non-residential real property leases.
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was
acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The immediate sole corporate member of SMMC is Maxis Health
System,
a Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each
filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors requested that their cases be jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as
claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.
U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors. Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee.
STANDARD REGISTER: CareSource Seeks to Keep Insurance Proceeds
--------------------------------------------------------------
CareSource and CareSource Management Group Co. in October 2015
commenced an adversary proceeding against debtors SRC Liquidation
Company, et al., and other parties to seek a ruling from the
Bankruptcy Court that the proceeds of certain insurance policies
are not property of the Debtors' estates under 11 U.S.C. Sec. 541.
Dayton, Ohio-based CareSource in 2014 entered into a contract with
the Debtors for printed materials that CareSource uses to
communicate with its members regarding their health care policies,
benefits, coverage, and cost of health insurance coverage. Given
the sensitive nature of the printing work done by the Debtors, the
Debtors were required to purchase insurance to protect CareSource
from liability arising from the Debtors’ printing errors. The
Debtors failed to perform in accordance with the Contracts in many
ways, CareSource.
CareSource tells the Court that the Debtors’ sale to Taylor Corp.
and subsequent events left CareSource, Taylor, and the Debtors in
an unusual posture with respect to the Contracts and the
inter-party claims arising from the Contracts. First, by the Asset
Purchase Agreement, the Debtors transferred to Taylor accounts
receivable purportedly owed by CareSource to the Debtors, which are
subject to defenses, counterclaims and setoff rights by CareSource
for claims arising from the Performance Defaults. Those rights
were expressly preserved by the Sale Order. The APA, however, did
not transfer to Taylor the Debtors’ insurance policies, the
proceeds from which cover the claims of CareSource for the
Performance Defaults. Instead, the APA expressly retained the
insurance policies for the Debtors.
Additionally, the Debtors apparently no longer believe that
CareSource is entitled to pursue claims against the Debtors’
liability insurance policies or to obtain proceeds from the
Insurance Policies. Following the Rejection Notice, the Debtors did
an about-face and informed CareSource for the first time that the
Insurance Policies and all proceeds from the Insurance
Policies belonged to their secured creditors, are subject to liens
of their secured lenders, and that the Insurance Policies would be
transferred under the Plan to a trust benefitting the Debtors’
secured creditors.
CareSource submits that the Debtors have no rights to the proceeds
of Insurance Policies, and that the proceeds from the Insurance
Policies are not property of the estate.
A copy of the Complaint is available for free at:
http://bankrupt.com/misc/Standard_R_1244_CareSource_Suit.pdf
Attorneys for CareSource and CareSource Management Group Co.:
CROSS & SIMON, LLC
Christopher P. Simon
Kevin S. Mann, Esq.
1105 North Market Street, Suite 901
Wilmington, DE 19801
Telephone: (302) 777-4200
Facsimile: (302) 777-4224
E-mail: csimon@crosslaw.com
kmann@crosslaw.com
- and -
David M. Whittaker, Esq.
BRICKER & ECKLER LLP
100 South Third Street
Columbus, OH 43215
Telephone: (614) 227-2355
Facsimile: (614) 227-2390
E-mail: dwhittaker@bricker.com
About Standard Register
Standard Register provided market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare, financial
services, manufacturing and retail markets. The Company had
operations in all U.S. states and Puerto Rico, and had 3,500
full-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L.
Shannon and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.
* * *
Assets of Standard Register and its affiliates were sold to Taylor
Corp., a privately held company. The sale to Taylor closed on July
31, 2015.
SRC Liquidation Company, f/k/a The Standard Register Company, and
its affiliated debtors on Nov. 19, 2015, won confirmation of their
Second Amended Chapter 11 Plan of Liquidation. The Effective Date
of the Plan occurred on Dec. 18, 2015. The Plan proposes to pay 1%
of the allowed claims of general unsecured creditors.
STANDARD REGISTER: Case Removal Period Expires Feb. 5
-----------------------------------------------------
At the behest of SRC Liquidation Company, et al., Judge Brendan L.
Shannon on Dec. 22, 2015, entered a third order extending the
period within which the Debtors may remove actions pursuant to 28
U.S.C. Sec. 1452. Pursuant to the order, the time period provided
by Bankruptcy Rule 9027 within which the Debtors may file notices
of removal of claims and causes of action is enlarged and extended
through and including Feb. 5, 2016.
About Standard Register
Standard Register provided market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare, financial
services, manufacturing and retail markets. The Company had
operations in all U.S. states and Puerto Rico, and had 3,500
full-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L.
Shannon and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.
* * *
Assets of Standard Register and its affiliates were sold to Taylor
Corp., a privately held company. The sale to Taylor closed on July
31, 2015.
SRC Liquidation Company, f/k/a The Standard Register Company, and
its affiliated debtors on Nov. 19, 2015, won confirmation of their
Second Amended Chapter 11 Plan of Liquidation. The Effective Date
of the Plan occurred on Dec. 18, 2015. The Plan proposes to pay 1%
of the allowed claims of general unsecured creditors.
STANDARD REGISTER: Final Decree Entered Closing 10 of 11 Cases
--------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware in December 2015 entered a final decree
closing the Chapter 11 cases of:
Name of Debtor Case No.
-------------- --------
SR Liquidation Holding Company 15-10542
SR Liquidation Technologies, Inc. 15-10543
SR Liquidation International, Inc. 15-10544
iMLiquidation, LLC 15-10540
SR Liquidation of Puerto Rico Inc. 15-10545
SR Liquidation Mexico Holding Company 15-10546
Standard Register Holding, S. de R.L. de C.V. 15-10547
Standard Register de Mexico, S. de R.L. de C.V. 15-10548
Standard Register Servicios, S. de R.L. de C.V. 15-10549
SR Liquidation Technologies Canada ULC 15-10550
According to the Dec. 21 order, Case No. 15-10541 of debtor SRC
Liquidation, LLC, will remain open.
All contested matters relating to each of the Debtors, including
objections to claims, will be administered and heard in the
Remaining Case, in accordance with the terms of the Plan.
SRC Liquidation Company, f/k/a The Standard Register Company, and
its affiliated debtors on Nov. 19, 2015, won confirmation of their
Second Amended Chapter 11 Plan of Liquidation. The Effective Date
of the Plan occurred on Dec. 18, 2015.
The judge set a Dec. 28, 2015 deadline for claims based on
rejection of contracts under the Plan. All persons seeking awards
of compensation for services rendered or reimbursement of expenses
incurred through and including the Confirmation Date are required
to file their applications for final allowances within 30 days
after the Effective Date. Holders of administrative expense claims
(other than professional fees) accruing from March 12, 2015 through
the Effective Date are required to submit requests for payment of
claims on or before Jan. 18, 2016.
Terms of Confirmed Plan
Assets of Standard Register and its affiliates were sold to Taylor
Corp., a privately held company. According to the disclosure
statement, the proceeds from the sale were used to pay Standard
Register's debtor-in-possession financing, claims of the first lien
term lenders, and a portion of the claims of the second lien term
lenders. The company also used the proceeds to fund the $5 million
GUC cash payment.
Taylor also assumed certain limited obligations and advanced
$15.076 million for payment of claims related to the wind-down of
the companies and their Chapter 11 cases. Standard Register used a
portion of that amount to loan $600,000 to the GUC Trust.
The liquidation plan proposes to pay 1% of the allowed claims of
general unsecured creditors.
An overwhelming majority of holders of claims entitled to vote on
the Plan voted to accept the Plan. Specifically, 100% of holders
of Class 3 - Senior Lien Secured Claim voted to accept the Plan,
while 92.89% of holders of Class 4 - General Unsecured Claims voted
to accept the Plan.
Prior to the Confirmation Hearing, the Debtors filed a Modified
Second Amended Plan to reflect certain technical modifications. A
blacklined copy of the Amended Plan dated Nov. 18 is available at
http://bankrupt.com/misc/SRCplan1118.pdf
About Standard Register
Standard Register provided market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare, financial
services, manufacturing and retail markets. The Company had
operations in all U.S. states and Puerto Rico, and had 3,500
full-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L.
Shannon and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.
SUNTECH AMERICA: ECD Challenges $0 Claim Estimation
---------------------------------------------------
The Energy Conversion Devices Liquidation Trust ("ECD") has filed
with the Bankruptcy Court an objection to the adequacy of the
information in the Suntech America, Inc.'s Combined Disclosure
Statement and Plan. The ECD Trust disagrees with the Suntech
Debtors' estimation of its claim at $0.
ECD says that without providing adequate information regarding the
treatment of unsecured creditors in the event of a successful
litigation by ECD, the Bankruptcy Court must deny approval of the
Disclosure Statement.
On Oct. 4, 2013, ECD filed a complaint in the U.S. District Court
for the Eastern District of Michigan against Suntech America,
Suntech Power Holdings Co., Ltd., and certain other solar panel
manufacturers and their respective U.S. subsidiaries, alleging
violations of the Sherman Act and Michigan's Antitrust Reform Act.
On Oct. 31, 2014, the Michigan District Court entered judgment in
the defendants' favor. On Sept. 21, 2015, ECD filed a notice of
appeal of the dismissal order to the Court of Appeals for the Sixth
Circuit. The appeal is still pending.
On April 13, 2015, ECD filed a proof of claim against Suntech
America in the Chapter 11 cases based on the allegations set forth
in the Complaint. The ECD Claim is asserted in the amount of not
less than $950 million, plus treble damages. On Nov. 6, 2015, the
Debtor filed an objection to ECD's Claim No. 44. The hearing on
the claim objection is currently scheduled for Jan. 13, 2016.
According to ECD, under the Plan, the Debtors are classifying the
ECD Claim under Class 3 - General Unsecured Claims, notwithstanding
the pending appeal, the Debtors seek to either disallow the ECD
Claim or have the Court estimate the ECD Claim at $0.
ECD notes that the ECD Claim is based on litigation that is still
subject to the Appeal, has not been disallowed by the Bankruptcy
Court, and is premised on substantive issues that are nearly
identical to the issues being litigated with Solyndra that gave
rise to the Plan Settlement. Despite the similarities in the
underlying issues, the Debtors are operating under the assumption
that the ECD Claim will be either disallowed or estimated at $0 and
are downplaying the extraordinary impact on the Chapter 11 cases
that would be caused by any other outcome.
The Disclosure Statement says "If [the ECD Claim] is not disallowed
or estimated at $80 on or prior to the Effective Date, the timing
and amount of any distribution that the holders of allowed claims
in Class 3 will receive may be materially and adversely affected."
According to ECD, what the Debtors fail to explain is that even if
the ECD Claims is ultimately allowed at one-third of its face
amount (around $313 million), and if the ECD Claim is classified as
a Class 3 Claim, recoveries for holders of Class 3 Claims would
decrease from 30% to approximately 0.6%.
Counsel for the Energy Conversion Devices Liquidation Trust:
MORRIS JAMES
Jeffrey R. Waxman, Esq.
500 Delaware Ave., Suite 1500
Wilmington, DE 19801-1494
Tel: (302) 888-6800
E-mail: jwaxman@morrisjames.com
- and -
HONIGMAN MILLER SCHWARTZ AND COHN LLP
Joseph R. Sgroi, Esq.
Scott B. Kitei, Esq.
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226
Tel: (313) 465-7570
Fax: (313) 465-7571
E-mail: jsgroi@honigman.com
The Chapter 11 Plan
In November 2015, the Debtors filed a Combined Disclosure Statement
and Chapter 11 Plan of Liquidation, which serve as the culmination
of extensive negotiations between the Debtors, the Official
Committee of Unsecured Creditors, The Solyndra Residual Trust and
Wuxi Suntech Power Co., Ltd./Suntech Power Asia Pacific.
Solyndra asserts a $1.5 billion Claim against the Debtors, and Wuxi
asserts Claims against the Debtors in the aggregate amount of more
than $145 million. The Debtors have agreed to settle the Wuxi and
Solyndra Claims and agreed that the Claims will be Allowed in the
amounts of $216,265,149 and $144,176,766, respectively, and
Solyndra and Wuxi will receive a total Distribution of $10,312,500,
plus 60% of the total value of any Additional Assets.
Holders of other general unsecured claims estimated to total $6
million will split $1.8 million in cash, for a recovery of
approximately 30 percent.
A full-text copy of the Combined Plan and Disclosure Statement,
dated Nov. 17, 2015, is available at
http://bankrupt.com/misc/SUNTECHplan1117.pdf
Judge Christopher S. Sontchi will convene a hearing on Jan. 13,
2016 at 10:00 a.m. (prevailing Eastern Time) to consider whether
Suntech America, Inc., et al.'s Combined Chapter 11 Plan of
Liquidation and Disclosure Statement contains "adequate
information" within the meaning of Section 1125(a) of the
Bankruptcy Code.
About Suntech America
Headquartered in San Francisco, California, Suntech America, Inc.,
aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.
Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides
over the cases.
Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot
Services LLC is the Debtors' claims and noticing agent.
The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.
SUNTECH AMERICA: Lumeta Wants Copy of Wuxi Agreement
----------------------------------------------------
Lumeta, Inc., objects to Suntech America, Inc.'s proposed Combined
Disclosure Statement and Plan as currently framed because it fails
to provide "adequate information" within the meaning of Section
1125(a) concerning Wuxi Suntech Power Co., Ltd.'s proposal as
follows:
Moreover, by the Plan Settlement, Wuxi has agreed to
reconfirm its obligation to honor Old Wuxi's standard
warranties in effect on the day Wuxipurchased Old Wuxi's
assets in the PRC with the same force, effect and validity
as such warranties existed against Old Wuxi. The relevant
warranty acknowledgement letter evidencing Wuxi's agreement
to honor OldWuxi's standard warranties is attached hereto
as Exhibit C.
Joseph H. Huston, Jr., Esq., at Stevens & Lee, P.C., points out
that Exhibit C, however, is not part of the package other than
through a placeholder page which recites that it is "to be filed,"
and thus a material element -- indeed, the central element -- of
the disclosures about this part of the Combined DS and Plan and
remains missing.
Lumeta's claims against debtor Suntech America relate to certain
warranties and contractual agreements involving Wuxi and its US
agent at the time the claims arose, Suntech America. Over the
course of several years, Lumeta has sought through various means to
raise and resolve its claims with Wuxi directly, but those efforts
have been unsuccessful. Lumeta has commenced an action against
Wuxi in the California Superior Court and is pursuing service on
Wuxi through the Hague Convention in China.
According to Lumeta, the amounts sought by Wuxi as a Class 4
creditor, however, appear to be sufficient to address Lumeta's
claims, but without Exhibit C to the Combined DS and Plan, no
creditor can adequately determine whether the proposed plan
provides sufficient protection with respect to any warranty-related
claims that might justify acquiescing in the proposed treatment of
Wuxi.
Accordingly, to adequately evaluate the proposed Combined Plan and
Disclosure Statement, Lumeta (and all similarly situated creditors)
needs to see the substance of proposed Exhibit C and determine how
it operates in conjunction with the rest of the proposed plan, to
determine whether the proposed plan adequately defines, covers, and
addresses (including identifying the procedures for pursuing)
Lumeta's or any other joint Wuxi/Suntech creditor's
warranty-related claims.
Lumeta, Inc.'s attorneys:
STEVENS & LEE, P.C.
Joseph H. Huston, Jr., Esq.
919 North Market Street, 7th Floor
Wilmington, DE 19801
Tel: (302) 425-3310
Fax: (610) 371-7972
E-mail: jhh@stevenslee.com
The Chapter 11 Plan
In November 2015, the Debtors filed a Combined Disclosure Statement
and Chapter 11 Plan of Liquidation, which serve as the culmination
of extensive negotiations between the Debtors, the Official
Committee of Unsecured Creditors, The Solyndra Residual Trust and
Wuxi Suntech Power Co., Ltd./Suntech Power Asia Pacific.
Solyndra asserts a $1.5 billion Claim against the Debtors, and Wuxi
asserts Claims against the Debtors in the aggregate amount of more
than $145 million. The Debtors have agreed to settle the Wuxi and
Solyndra Claims and agreed that the Claims will be Allowed in the
amounts of $216,265,149 and $144,176,766, respectively, and
Solyndra and Wuxi will receive a total Distribution of $10,312,500,
plus 60% of the total value of any Additional Assets.
Holders of other general unsecured claims estimated to total $6
million will split $1.8 million in cash, for a recovery of
approximately 30 percent.
A full-text copy of the Combined Plan and Disclosure Statement,
dated Nov. 17, 2015, is available at
http://bankrupt.com/misc/SUNTECHplan1117.pdf
Judge Christopher S. Sontchi will convene a hearing on Jan. 13,
2016 at 10:00 a.m. (prevailing Eastern Time) to consider whether
Suntech America, Inc., et al.'s Combined Chapter 11 Plan of
Liquidation and Disclosure Statement contains "adequate
information" within the meaning of Section 1125(a) of the
Bankruptcy Code.
About Suntech America
Headquartered in San Francisco, California, Suntech America, Inc.,
aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.
Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides
over the cases.
Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot
Services LLC is the Debtors' claims and noticing agent.
The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.
SWIFT ENERGY: Enters Into Sale & Purchase Agreement with Texegy
---------------------------------------------------------------
Swift Energy Company on Dec. 31 disclosed that U.S. subsidiaries of
the Company and Texegy have entered into a purchase and sale
agreement providing for the Company to sell to Texegy a 75% share
of the Company's holdings in the South Bearhead Creek Field and
Burr Ferry Field areas located in Central Louisiana. Closing is
anticipated to occur on or before March 15, 2016, subject to
bankruptcy court approval in the chapter 11 reorganization
proceeding filed by the Company on Dec. 31 as previously announced,
and further subject to customary closing conditions.
On the closing date, the Company and Texegy plan to enter into a
joint development agreement and a joint operating agreement to
continue operation and development of the Properties after the
closing date. The JV Agreements will result in SV Energy Company,
LLC, an affiliate of Texegy, serving as the operator of the
Properties, conducting all drilling, completion and production
operations. Under the JV Agreements, future development plans will
be established by the Company and Texegy.
Chief Executive Officer Terry Swift commented, "We look forward to
working alongside Texegy and combining our years of experience and
expertise in the region to exploit and enhance the value of these
Louisiana assets. This arrangement marks the beginning of a
strategic partnership while strengthening our liquidity profile."
TEXEGY LLC was formed in the fall of 2014 to acquire, operate, and
develop producing conventional oil and gas properties in Texas and
Louisiana. This acquisition includes oil-weighted properties in
the Burr Ferry and the South Bearhead Creek fields in Louisiana.
Michael S Pedrotti, President of TEXEGY said, "This acquisition is
part of a series of acquisitions, we intend to conclude in the near
future, of similar assets in Texas and Louisiana. We believe that
our versatility, straightforwardness and quick response time
resulted in a transaction that accomplished the goals of both us
and the seller."
Rajan Ahuja, CEO of TEXEGY said, "These Louisiana assets fit
perfectly in our portfolio of producing conventional assets in
Texas and Louisiana. We are excited to work along the Swift team
to develop this area in an optimum manner."
About Texegy LLC
TEXEGY LLC is an oil and gas company focused on acquiring,
developing and operating oil and gas assets in Texas and
Louisiana.
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015. The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO. Judge Mary F.
Walrath has been assigned the cases.
The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
SWIFT ENERGY: Expects Quick Chapter 11 Process
----------------------------------------------
Swift Energy Company disclosed that it has reached an agreement
with holders of a majority of its senior notes to convert all
senior notes to equity pursuant to the terms of a restructuring
support agreement signed on Dec. 31. Under the agreement, existing
equity holders are to retain four percent of the Company's equity
on a fully diluted basis, subject only to dilution as a result of a
proposed new management incentive program. In addition to the
retained equity, existing equity holders are also to receive
warrants for up to 30% of the post-petition equity exercisable upon
the Company reaching certain benchmarks pursuant to the terms of
proposed new warrants. The agreement is to be effectuated through
a Chapter 11 plan of reorganization and is subject to bankruptcy
court approval. To commence the process for court approval of the
agreement, the Company and eight of its subsidiaries on Dec. 31
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.
"The Company had to take action in response to the significant
reduction in oil and gas prices that the entire industry has been
facing. I am pleased we were able to reach this comprehensive
reorganization plan with senior noteholders holding a majority of
those notes. We expect that Swift will exit bankruptcy with a
greatly improved balance sheet and additional liquidity to realize
the full potential of our assets for all stakeholders, while having
sufficient funding to maintain, if not improve our asset base
during the Chapter 11 process," said Terry E. Swift President and
Chief Executive Officer.
The Company has also arranged up to $75 million of
debtor-in-possession (DIP) financing from a group of senior
noteholders to provide additional liquidity to fund the business
through the Chapter 11 process. The Company expects to
restructure, amend or refinance its pre-petition $330 million
secured revolving credit facility as part of its plan of
reorganization.
The agreement with the senior noteholders provides for the
executive management team to retain their positions upon the
completion of the Chapter 11 process. Terry Swift is also to
retain a director position upon completion of the Chapter 11. A
new non-officer Chairman of the Board is to be appointed by the new
majority equity group, along with new board members that will
comprise a majority of the new Board of Directors. Pursuant to the
RSA, Dean Swick, Managing Director at Alvarez and Marsal has been
appointed to act as Chief Restructuring Officer (CRO) during the
reorganization process.
The agreement further provides for unsecured creditors with lien
rights to be paid in full pursuant to court orders and the plan of
reorganization and includes an agreed timeline for the Chapter 11
process that, if met, would result in the Company emerging from
bankruptcy within 110 days. The Company expects to continue
operations in the normal course during the pendency of the
bankruptcy case, and anticipates making royalty payments and
payments to working interest owners when due. Employees should
expect no change in their daily responsibilities and to be paid in
the ordinary course.
"We would like to thank our business partners, capital providers,
vendors, suppliers and employees for their continued support as we
move forward with this process quickly and successfully," commented
Mr. Swift.
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015. The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO. Judge Mary F.
Walrath has been assigned the cases.
The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
SWIFT ENERGY: Files Joint Plan of Reorganization
------------------------------------------------
Swift Energy Company, et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a Joint Disclosure Statement pursuant
to Section 1125 of the Bankruptcy Code for their Joint Plan of
Reorganization.
The Debtors are seeking approval of the Plan. The purpose of the
Disclosure Statement is to provide to creditors who have a right to
vote on the Plan adequate information to make an informed
determination as to whether to accept or reject the Plan.
"The Plan and this Disclosure Statement are the result of extensive
and vigorous good faith negotiations among the Debtors and certain
holders of Senior Notes Claims," says Zachary I. Shapiro, Esq., at
Richards, Layton & Finger, P.A., counsel for the Debtors.
On Dec. 31, 2015, an ad hoc committee of holders representing more
than 50% of the Senior Notes and the Debtors finalized an agreement
on the terms of a restructuring as set forth in the restructuring
support agreement. In accordance with the RSA, the Debtors and the
Noteholder Committee have agreed on a Chapter 11 plan of
reorganization that, among other things, exchanges the
approximately $905.1 million outstanding on account of Senior Notes
obligations for 96% of the common equity in the Reorganized
Debtors, cancels existing equity and gives current shareholders 4%
of the common equity in the Reorganized Debtors and certain
warrants, and pays in full, reinstates, or provides for other
treatment (subject to pending negotiations) for all other secured
or unsecured debt of the Debtors. Under the RSA, the Debtors and
the Noteholders agreed, among other things, to support the Plan,
vote their claims on account of the Senior Notes in support of the
Plan, and abide by certain milestones regarding the Plan and
administration of these Chapter 11 cases.
The only Classes entitled to vote on the Plan are Classes 4A, 4B,
4E and 4F (Senior Notes and Rejection Claims).
In full satisfaction of the Allowed Senior Notes Claims and the
Allowed Rejection Claims, on or as soon as practicable after the
Effective Date, unless otherwise agreed by the holder of an Allowed
Senior Note Claim or holder of an Allowed Rejection Claim, as
applicable, and the applicable Debtor or Reorganized Debtor, each
holder of an Allowed Senior Note Claim or holder of an Allowed
Rejection Claim will receive its Pro Rata share of the Senior Notes
and Rejection Distribution.
On the Effective Date, Stock Interests of Swift will be cancelled
and discharged and will be of no further force or effect, whether
surrendered for cancellation or otherwise. On or as soon as
practicable after the Effective Date, holders of Stock Interests of
Swift shall receive, in exchange for the surrender or cancellation
of their Interests and for the releases by such holders of the
Released Parties, their Pro Rata share of (a) the Shareholder
Equity Distribution and (b) the Warrants; provided, however, that
any holder of a Stock Interest of Swift that opts not to grant the
voluntary releases contained in Section IV.I.3.b of the Plan shall
not be entitled to receive its Pro Rata share of the Shareholder
Equity Distribution and Warrants and shall not receive any
consideration in exchange for the surrender or cancellation of its
Interests or any Distribution whatsoever under the Plan; and
provided, further, that, notwithstanding Section VI.E. of the Plan,
the Debtors may provide any holder of a Stock Interest of Swift
that would otherwise be entitled to receive a
Distribution of less than one share of the New Swift Common Stock
with a Distribution of one share of New Swift Common Stock;
provided, however, in no event shall such Distribution alter the
respective percentages of the outstanding New Swift Common Stock
allocated to any Class or Claim holder.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/15_SWIFT_Plan.pdf
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015. The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO. Judge Mary F.
Walrath has been assigned the cases.
The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
SWIFT ENERGY: Hires Kurtzman Carson as Claims & Noticing Agent
--------------------------------------------------------------
Swift Energy Company, et al., seek authority from the Bankruptcy
Court to appoint Kurtzman Carson Consultants LLC as claims and
noticing agent, nunc pro tunc to the Petition Date.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that they will have to provide
certain notices to approximately 10,000 entities. Local Rule
2002-1(f) provides that "[i]n all cases with more than 200
creditors or parties-in-interest listed on the creditor matrix,
unless the Court orders otherwise, the debtor shall file [a] motion
[to retain a claims and noticing agent] on the first day of the
case or within seven (7) days thereafter."
The Debtors maintain that by appointing KCC as the claims and
noticing agent in their Chapter 11 cases, the distribution of
notices and the processing of claims will be expedited, and the
office of the Clerk of the Bankruptcy Court for the District of
Delaware will be relieved of the administrative burden of
processing what may be an overwhelming number of claims.
KCC's current hourly rates are:
Position Hourly Rate
-------- -----------
Executive Vice President Waived
Director/Senior Managing Consultant $175
Consultant/Senior Consultant $70-$160
Technology/Programming Consultant $35-$70
Clerical $25-$50
Weekend, holidays and overtime Waived
Solicitation Lead/Securities Director $215
Securities Senior Consultant $200
The Debtors request that the undisputed fees and expenses
incurred by KCC in the performance of the services be treated as
administrative expenses of their Chapter 11 estates and be paid in
the ordinary course of business without further application to or
order of the Court.
Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $30,000 to be held by KCC during these Chapter 11
cases as security for the Debtors' payment obligations under the
Services Agreement.
Under the terms of the Services Agreement, the Debtors have
agreed to indemnify, defend and hold harmless KCC and its
affiliates, members, directors, officers, employees, consultants,
subcontractors and agents under certain circumstances specified in
the Services Agreement, except in circumstances resulting solely
from KCC's gross negligence, fraud or willful misconduct or as
otherwise provided in the Services Agreement or any order
authorizing the employment and retention of KCC.
KCC represents it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015. The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO. Judge Mary F.
Walrath has been assigned the cases.
The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
SWIFT ENERGY: Proposes Procedures to Protect NOLs
-------------------------------------------------
Swift Energy Company, et al., seek authority from the Bankruptcy
Court to establish notice and objection procedures regarding
certain
transfers of beneficial interests in equity securities in Swift
Energy Company.
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
counsel for the Debtors, relates that the Debtors have experienced
years of losses from the operation of their business. As a result,
the Debtors estimate that their federal income tax net operating
losses are approximately $718 million as of the Petition Date,
which amounts could be even higher when the Debtors emerge from
Chapter 11.
According to Mr. Shapiro, these NOLs could translate into future
reductions of the Debtors' federal income tax liabilities of
approximately $251 million based on a corporate federal income tax
rate of 35%. These tax savings could substantially enhance the
Debtors' cash position for the benefit of parties-in-interest and
contribute to the Debtors' efforts to maximize value for the
benefit of creditors, he adds.
However, the Debtors may lose the ability to use their NOLs if they
experience an "ownership change" for federal income tax purposes.
To prevent this potential loss of property of the Debtors' estates,
the Debtors request Court approval of the procedures to govern the
transfers of Equity Securities during the pendency of these Chapter
11 cases.
Proposed Equity Transfer Procedures
At least 28 days prior to any transfer of Equity Securities that
would result in an increase in the amount of Equity Securities
beneficially owned by a Substantial Equityholder or would result in
a person or entity becoming a Substantial Equityholder, such
Substantial Equityholder or potential Substantial Equityholder
shall (a) file with the Court and (b) serve on the Debtors and
counsel to the Debtors, advance written notice of the intended
transfer of Equity Securities.
Prior to any transfer of Equity Securities that would result in a
decrease in the amount of Equity Securities beneficially owned by a
Substantial Equityholder or would result in a person or entity
ceasing to be a Substantial Equityholder, such Substantial
Equityholder shall (a) file with the Court and (b) serve on the
Debtors and counsel to the Debtors, advance written notice of the
intended transfer of Equity Securities.
The Debtors will have 21 days after receipt of a Stock Acquisition
Notice or a Stock Disposition Notice to file with the Court and
serve on the party filing the Transfer Notice an objection to the
proposed Transfer on the grounds that such Transfer may adversely
affect the Debtors' ability to utilize their NOLs. If the Debtors
file an objection, the proposed Transfer will not be effective
unless and until approved by a final and nonappealable order of
this Court. If the Debtors do not object within such 21-day
period, the Transfer may proceed solely as set forth in the
Transfer Notice.
Any acquisition or disposition of Equity Securities in violation of
the Equity Transfer Procedures will be null and void ab initio as
an act in violation of the automatic stay under Section 362 of the
Bankruptcy Code.
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015. The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO. Judge Mary F.
Walrath has been assigned the cases.
The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
SWIFT ENERGY: Seeks Joint Administration of Cases
-------------------------------------------------
Swift Energy Company, et al., ask the Bankruptcy Court to direct
the joint administration of their Chapter 11 cases and the
consolidation thereof for procedural purposes only.
Bankruptcy Rule 1015(b) provides, in relevant part, "[i]f a joint
petition or two or more petitions are pending in the same court by
or against ... a debtor and an affiliate, the court may order a
joint administration of the estates." The Debtors relate they are
"affiliates," as that term is defined in Section 101(2) of the
Bankruptcy Code.
"The joint administration of the Debtors' chapter 11 cases will
permit the Clerk of the Court to utilize a single general docket
for these cases and combine notices to creditors of the Debtors'
respective estates and other parties in interest," says Zachary I.
Shapiro, Esq., at Richards, Layton & Finger, P.A., counsel for the
Debtors. "Entering an order directing joint administration of the
Debtors' chapter 11 cases will avoid the need for duplicative
notices, motions and applications, thereby saving time and expense.
Joint administration also will enable parties in interest in each
of the above-captioned chapter 11 cases to be apprised of the
various matters before the Court in all of these cases," he adds.
According to Mr. Shapiro, because this is not a motion for the
substantive consolidation of the Debtors' estates, the rights of
parties-in-interest will not be prejudiced or otherwise affected
in any way by the entry of an order directing the joint
administration.
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015. The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO. Judge Mary F.
Walrath has been assigned the cases.
The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
TOUSA INC: Creditors Receive Additional $15 Million Payout
----------------------------------------------------------
The attorneys of the TOUSA Liquidation Trust announced in December
that the liquidation trustee distributed an additional $15 million
to creditors of Tousa Inc., et al.'s estates.
Tousa, Inc., et al. in August 2013 won confirmation of their
Chapter 11 Plan of Liquidation. The Plan provided for the
establishment of the Liquidation Trust for the benefit of
creditors. J Beck and Associates, Inc., was named trustee to
oversee the activities of the Liquidation Trust.
The Plan and the Liquidation Trust Agreement provide for the
establishment of a reserve for all disputed claims, which reserve
was established in the approximate amount of $35 million following
approval by the Court on August 12, 2013.
On Sept. 19, 2013, the Liquidation Trustee made initial
distributions. As of Dec. 15, 2015, the Liquidation Trustee has
distributed funds to creditors of the Debtors in the total amount
of $365,879,448 on account of 954 Claims, after taking into account
un-negotiated checks that have been voided by the Liquidation
Trust.
According to the Dec. 15, 2015 notice, the Liquidation Trustee
distributed, as agent for the Debtors, an additional $15,035,273 to
the creditors of the Debtors' estates, including certain funds from
the Disputed Claims Reserve and other Debtor reserves controlled by
the Liquidation Trustee, which funds Liquidation Trustee has
determined are no longer necessary for the operation of the
Liquidation Trust in accordance with the terms of the Plan and
Liquidation Trust Agreement.
Co-Counsel to the TOUSA Liquidation Trust:
Patricia A. Redmond, Esq.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 West Flagler Street
Miami, FL 33130
Telephone: (305) 789-3553
Facsimile: (305) 789-3395
E-mail: predmond@stearnsweaver.com
- and -
Daniel H. Golden, Esq.
Philip C. Dublin, Esq.
Sara L. Brauner, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
E-mail: dgolden@akingump.com
pdublin@akingump.com
sbrauner@akingump.com
About TOUSA Inc.
Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-10928).
The team of Richard M. Cieri, Esq., M. Natasha Labovitz, Esq., and
Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York,
N.Y.; and Paul S. Singerman, Esq., at Berger Singerman, in Miami,
Fla., represented the Debtors in their restructuring efforts.
Lazard Freres & Co. LLC acted as the Debtors' investment banker.
Ernst & Young LLP served as the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC served as
the Debtors' notice, claims and balloting agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.
Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, N.Y., represented the
creditors committee.
The unsecured creditors committee initially proposed a chapter 11
liquidating plan for Tousa. However, the committee decided not to
pursue approval of its liquidation plan because of a pending appeal
of its fraudulent transfer action in the U.S. Court of Appeals for
the Eleventh Circuit. In May 2012, the Court of Appeals in Atlanta
held that Tousa's bank lenders received fraudulent transfers
exceeding $400 million.
After mediation before Peter L. Borowitz, Tousa and the unsecured
creditors committee, MatlinPatterson Global Advisers and Monarch
Alternative Capital, as investment adviser to Monarch Master
Funding, collectively reached an agreement in principle on a
settlement proposal. The proposal would form the foundation for a
joint bankruptcy-exit plan for the Debtors.
In May 2013, Tousa and the unsecured creditors committee filed a
proposed liquidating Chapter 11 plan.
On July 12, 2013, Tousa won court approval of a $67 million
settlement with several insurance companies allowing the Debtors
to
proceed with an Aug. 1 hearing to confirm the plan. The dispute
with the insurance companies involved the pre-bankruptcy
fraudulent
transfers. The insurance companies included Federal Insurance
Co.,
XL Specialty Insurance Co. and Zurich American Insurance Co.
According to Bloomberg News, in settlement, the insurance
companies
will pay $67 million, with $47.9 million going to creditors of the
Tousa companies that were forced to take on debt improperly. The
first-lien lenders receive $7.66 million, while second-lien
lenders
take home $11.5 million. Some of the insurance companies also pay
$8.27 million of the directors' and officers' defense costs.
Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging
from 58 percent for senior noteholders to 5 percent for creditors
with general unsecured claims. The plan was the result of the
decision from the appeals court in May 2012 finding banks received
fraudulent transfers exceeding $400 million. The opinion
reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which
had been set aside on the first appeal in federal district court.
The Court confirmed the Plan on August 6, 2013. The effective date
of the Plan occurred on Aug. 21, 2013.
VARIANT HOLDING: Allowed to Abandon Stake in Seasons Partners
-------------------------------------------------------------
Variant Holding Company LLC received approval from the U.S.
Bankruptcy Court in Delaware to abandon its indirect membership
interests in Seasons Partners LLC.
The company is the indirect holder of 90% of the membership
interests in Seasons, which owns and operates a 142-unit student
housing facility in Tucson, Arizona.
The property is "significantly underwater" by approximately $8
million to $9 million based on latest estimates and there is no
prospect for recovery by the estate, according to Variant Holding's
lawyer, Peter Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.
About Variant Holding
Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.
Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.
The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
VARIANT HOLDING: Court Denies Bid to Put Final DIP Order on Hold
----------------------------------------------------------------
A bankruptcy judge denied the motion filed by a group of equity
holders to temporarily put on hold his order that approved a $20.6
million financing to get Variant Holding Company LLC through
bankruptcy.
The order, issued by U.S. Bankruptcy Judge Brendan Shannon, denied
the request of Conix WH Holdings LLC and five other equity holders
to put his Sept. 24 ruling on hold until a higher court heard their
appeal.
In October last year, the group appealed the final ruling before
the U.S. District Court in Delaware.
In a court filing, the group raised the issue of whether the
bankruptcy judge erred in finding "good cause" for approving the
loan and in authorizing Variant Holding to get additional loan on
undisclosed terms.
Variant Holding opposed the motion to stay the Sept. 24 ruling,
saying it was "essentially a re-tread of the same arguments" that
the group raised and the bankruptcy judge rejected in connection
with the entry of the final ruling.
The motion also drew opposition from a group of funds. The group,
which includes Beach Point Distressed Master Fund LP, criticized
the equity holders' failure to prove that they are entitled to a
stay under U.S. bankruptcy law.
About Variant Holding
Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.
Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.
The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
WALTER ENERGY: PBGC to Take Over Pension Plan Ahead of Sale
-----------------------------------------------------------
Jacqueline Palank at the Dow Jones' Daily Bankruptcy Review
reported that a government pension safety net will take
responsibility for the pensions of more than 2,700 current and
future retirees that will be left behind in connection with the
sale of Walter Energy Inc. The Pension Benefit Guaranty Corp., the
U.S. government 's pension insurer, said on Dec. 30, 2015, that it
will take over the underfunded plan, which is set to end on Dec.
31, 2015, and cover the $96 million shortfall between the plan's
assets and the benefits owed to pensioners.
About Walter Energy
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
iindustry with strategic access to steel producers in Europe, Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WILLIAMS COS: S&P Puts 'BB+' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Williams Partners L.P. (WPZ) and its wholly owned
subsidiaries, Northwest Pipeline LLC and Transcontinental Gas Pipe
Line Co. LLC, to 'BBB- from 'BBB'. The outlook is stable. S&P
lowered its ratings on WPZ's senior unsecured debt to 'BBB-' from
'BBB', lowered the commercial paper rating to 'A-3' from 'A-2', and
lowered the short-term rating to 'A-3' from 'A-2'. At the same
time, S&P lowered the ratings on the subsidiaries' senior unsecured
debt to 'BBB-' from 'BBB'.
In addition, S&P placed its 'BB+' corporate credit rating on The
Williams Cos. (WMB) on CreditWatch with negative implications. At
the same time, S&P has removed its 'BB' corporate credit rating on
Energy Transfer Equity (ETE) from CreditWatch, where S&P placed it
with positive implications on Sept. 28, 2015. The outlook is
stable.
S&P is affirming its 'BBB-' corporate credit ratings on Energy
Transfer Partners L.P. (ETP) and its wholly owned subsidiary,
Panhandle Eastern Pipe Line Co. L.P.
"The rating action on WPZ reflects challenging industry conditions
that have constrained the partnership's volumes and
commodity-sensitive margins materially beyond our previous
expectations," said Standard & Poor's credit analyst Nora Pickens.
In addition, WPZ's low unit price has made it prohibitively
expensive to raise equity and fund its large-scale capital spending
program in a balanced manner. S&P believes these conditions will
persist through at least 2016 and now expect debt to EBITDA will be
about 4.9x in 2016 before cash flow from growth projects improves
leverage to the 4.4x area in 2017.
S&P expects to resolve the negative CreditWatch listing on WMB when
the transaction closes in the first half of 2016. At closing, S&P
would expect to lower the rating on WMB one notch to 'BB'.
S&P's outlook on ETE is stable, reflecting its expectation that it
will be successfully merged with WMB. The stable rating outlook on
ETE also reflects S&P's expectation for continued stability in the
distribution payments it receives from its pro forma ownership
interests in Energy Transfer Partners L.P. (ETP), Williams Partners
(WPZ), Sunoco Logistics Partners L.P. (SXL) and Lake Charles LNG
(formerly Trunkline LNG Co.). Pro forma for the transaction, we
expect ETE to maintain stand-alone debt to EBITDA of about 3.5x to
4.0x for 2016.
The rating outlook on Williams Partners reflects S&P's view that
the partnership will maintain adequate liquidity, fund its sizable
organic spending program in a disciplined manner, and have total
debt to EBITDA in the 5.0x area during the next 12 months. S&P
expects the partnership's leverage to improve to the mid-4x area as
EBITDA from its growing joint ventures and various fee-based
organic projects is realized.
ZONE CONSTRUCTION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Zone Construction and Excavation, LLC
dba Zone Environmental
fdba Zone Gas Field Services
5011 Mid Atlantic Drive
Morgantown, WV 26508
Case No.: 16-00000
Chapter 11 Petition Date: January 1, 2016
Court: United States Bankruptcy Court
Northern District of West Virginia (Clarksburg)
Debtor's Counsel: Todd Johnson, Esq.
JOHNSON LAW, PLLC
Post Office Box 519
Morgantown, WV 26507-0519
Tel: 304-292-7933
Fax: 304-292-7931
Email: todd@jlawpllc.com
- and -
John Wiley, Esq.
J FREDERICK WILEY, PLLC
PO Box 1381
Morgantown, WV 26507
Tel: (304) 906-7929
Email: johnfwiley@aol.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Martin Elek, managing member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE OU1 GR 140.4 (51.4) (47.6)
ABSOLUTE SOFTWRE ALSWF US 140.4 (51.4) (47.6)
ABSOLUTE SOFTWRE ABT CN 140.4 (51.4) (47.6)
ACCRETIVE HEALTH ACHI US 490.9 (223.5) (126.7)
ADV MICRO DEVICE AMD* MM 3,229.0 (336.0) 1,017.0
ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3)
ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8)
AEROJET ROCKETDY GCY GR 1,957.4 (107.2) 96.3
AEROJET ROCKETDY AJRD US 1,957.4 (107.2) 96.3
AEROJET ROCKETDY GCY TH 1,957.4 (107.2) 96.3
AIR CANADA ADH2 TH 12,755.0 (51.0) 531.0
AIR CANADA ACEUR EU 12,755.0 (51.0) 531.0
AIR CANADA AC CN 12,755.0 (51.0) 531.0
AIR CANADA ADH2 GR 12,755.0 (51.0) 531.0
AIR CANADA ACDVF US 12,755.0 (51.0) 531.0
AIR CANADA ADH2 QT 12,755.0 (51.0) 531.0
AK STEEL HLDG AKS* MM 4,250.3 (484.7) 792.0
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC 8AL GR 173.2 (19.8) (33.1)
ANGIE'S LIST INC 8AL TH 173.2 (19.8) (33.1)
ANGIE'S LIST INC ANGI US 173.2 (19.8) (33.1)
ARCH COAL INC ACI* MM 5,848.0 (605.4) 824.1
ARIAD PHARM ARIA SW 576.1 (49.7) 213.9
ARIAD PHARM ARIAEUR EU 576.1 (49.7) 213.9
ARIAD PHARM APS TH 576.1 (49.7) 213.9
ARIAD PHARM APS GR 576.1 (49.7) 213.9
ARIAD PHARM ARIACHF EU 576.1 (49.7) 213.9
ARIAD PHARM ARIA US 576.1 (49.7) 213.9
ASPEN TECHNOLOGY AZPN US 266.8 (63.0) (44.1)
ASPEN TECHNOLOGY AST GR 266.8 (63.0) (44.1)
AUTOZONE INC AZOEUR EU 8,217.5 (1,778.1) (721.4)
AUTOZONE INC AZO US 8,217.5 (1,778.1) (721.4)
AUTOZONE INC AZ5 QT 8,217.5 (1,778.1) (721.4)
AUTOZONE INC AZ5 TH 8,217.5 (1,778.1) (721.4)
AUTOZONE INC AZ5 GR 8,217.5 (1,778.1) (721.4)
AVID TECHNOLOGY AVD GR 264.2 (327.6) (158.4)
AVID TECHNOLOGY AVID US 264.2 (327.6) (158.4)
AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1
AVON - BDR AVON34 BZ 3,774.7 (768.4) 660.1
AVON PRODUCTS AVP TH 3,774.7 (768.4) 660.1
AVON PRODUCTS AVP QT 3,774.7 (768.4) 660.1
AVON PRODUCTS AVP GR 3,774.7 (768.4) 660.1
AVON PRODUCTS AVP CI 3,774.7 (768.4) 660.1
AVON PRODUCTS AVP US 3,774.7 (768.4) 660.1
AVON PRODUCTS AVP* MM 3,774.7 (768.4) 660.1
BARRACUDA NETWOR CUDA US 421.3 (26.4) 42.0
BARRACUDA NETWOR 7BM GR 421.3 (26.4) 42.0
BARRACUDA NETWOR CUDAEUR EU 421.3 (26.4) 42.0
BENEFITFOCUS INC BTF GR 172.4 (8.7) 28.3
BENEFITFOCUS INC BNFT US 172.4 (8.7) 28.3
BERRY PLASTICS G BP0 GR 5,028.0 (53.0) 678.0
BERRY PLASTICS G BERY US 5,028.0 (53.0) 678.0
BLUE BIRD CORP 1291067D US 307.6 (133.8) 5.4
BLUE BIRD CORP BLBD US 307.6 (133.8) 5.4
BLUE BUFFALO PET BUFF US 479.1 (2.7) 290.6
BLUE BUFFALO PET B6B GR 479.1 (2.7) 290.6
BLUE BUFFALO PET B6B TH 479.1 (2.7) 290.6
BOMBARDIER INC-B BBDBN MM 23,863.0 (3,660.0) 1,076.0
BOMBARDIER-B OLD BBDYB BB 23,863.0 (3,660.0) 1,076.0
BOMBARDIER-B W/I BBD/W CN 23,863.0 (3,660.0) 1,076.0
BRINKER INTL BKJ GR 1,549.3 (108.1) (201.0)
BRINKER INTL EAT US 1,549.3 (108.1) (201.0)
BURLINGTON STORE BURL* MM 2,805.3 (121.9) 112.6
BURLINGTON STORE BUI GR 2,805.3 (121.9) 112.6
BURLINGTON STORE BURL US 2,805.3 (121.9) 112.6
CABLEVISION SY-A CVC US 6,745.7 (4,957.7) 39.4
CABLEVISION SY-A CVY GR 6,745.7 (4,957.7) 39.4
CABLEVISION SY-A CVCEUR EU 6,745.7 (4,957.7) 39.4
CABLEVISION SY-A CVY TH 6,745.7 (4,957.7) 39.4
CABLEVISION-W/I 8441293Q US 6,745.7 (4,957.7) 39.4
CABLEVISION-W/I CVC-W US 6,745.7 (4,957.7) 39.4
CAMBIUM LEARNING ABCD US 185.8 (72.7) (12.7)
CASELLA WASTE WA3 GR 660.7 (15.6) 4.9
CASELLA WASTE CWST US 660.7 (15.6) 4.9
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHOICE HOTELS CHH US 712.8 (400.6) 168.4
CHOICE HOTELS CZH GR 712.8 (400.6) 168.4
CINCINNATI BELL CIB GR 1,460.2 (323.3) (38.6)
CINCINNATI BELL CBB US 1,460.2 (323.3) (38.6)
CLEAR CHANNEL-A CCO US 6,133.3 (297.8) 433.3
CLEAR CHANNEL-A C7C GR 6,133.3 (297.8) 433.3
COMMUNICATION CSAL US 2,622.8 (1,092.2) -
COMMUNICATION 8XC GR 2,622.8 (1,092.2) -
CPI CARD GROUP I PNT CN 289.3 (207.8) 55.7
CPI CARD GROUP I CPB GR 289.3 (207.8) 55.7
CPI CARD GROUP I PMTS US 289.3 (207.8) 55.7
CYAN INC YCN GR 112.1 (18.4) 56.9
CYAN INC CYNI US 112.1 (18.4) 56.9
DELEK LOGISTICS D6L GR 361.8 (11.7) 8.2
DELEK LOGISTICS DKL US 361.8 (11.7) 8.2
DENNY'S CORP DENN US 289.7 (7.5) (18.3)
DENNY'S CORP DE8 GR 289.7 (7.5) (18.3)
DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0
DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0
DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0
DOMINO'S PIZZA DPZ US 603.2 (1,255.9) 125.1
DOMINO'S PIZZA EZV TH 603.2 (1,255.9) 125.1
DOMINO'S PIZZA EZV GR 603.2 (1,255.9) 125.1
DUN & BRADSTREET DNB US 2,082.4 (1,146.5) (96.6)
DUN & BRADSTREET DB5 GR 2,082.4 (1,146.5) (96.6)
DUN & BRADSTREET DNB1EUR EU 2,082.4 (1,146.5) (96.6)
DUN & BRADSTREET DB5 TH 2,082.4 (1,146.5) (96.6)
DUNKIN' BRANDS G DNKN US 3,348.1 (65.8) 285.7
DUNKIN' BRANDS G 2DB GR 3,348.1 (65.8) 285.7
DUNKIN' BRANDS G 2DB TH 3,348.1 (65.8) 285.7
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
EDGE THERAPEUTIC EDGE US 58.5 (50.6) 47.1
EDGE THERAPEUTIC EU5 GR 58.5 (50.6) 47.1
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
ELRAY RESOURCES ERAP GR 2.2 (8.4) (9.9)
ENERGIZER HOLDIN ENR US 1,629.6 (60.1) 658.7
EOS PETRO INC EOPT US 1.2 (27.9) (29.0)
EPL OIL & GAS IN EPA1 GR 1,140.6 (388.7) (257.6)
EPL OIL & GAS IN EPL US 1,140.6 (388.7) (257.6)
EXELIXIS INC EXELEUR EU 363.2 (74.2) 151.4
EXELIXIS INC EX9 TH 363.2 (74.2) 151.4
EXELIXIS INC EXEL US 363.2 (74.2) 151.4
EXELIXIS INC EX9 GR 363.2 (74.2) 151.4
FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0
GAMING AND LEISU GLPI US 2,516.1 (236.6) (98.2)
GAMING AND LEISU 2GL GR 2,516.1 (236.6) (98.2)
GARDA WRLD -CL A GW CN 1,828.2 (378.3) 124.2
GARTNER INC IT US 2,091.5 (159.6) (173.7)
GARTNER INC GGRA GR 2,091.5 (159.6) (173.7)
GENESIS HEALTHCA SH11 GR 6,121.4 (306.4) 223.8
GENESIS HEALTHCA GEN US 6,121.4 (306.4) 223.8
GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0
GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GRZ CN 15.0 (32.3) (42.5)
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GYMBOREE CORP/TH GYMB US 1,242.0 (386.5) 30.8
H&R BLOCK INC HRBEUR EU 2,289.9 (27.2) 160.2
H&R BLOCK INC HRB TH 2,289.9 (27.2) 160.2
H&R BLOCK INC HRB GR 2,289.9 (27.2) 160.2
H&R BLOCK INC HRB US 2,289.9 (27.2) 160.2
HCA HOLDINGS INC HCA US 31,896.0 (5,812.0) 2,908.0
HCA HOLDINGS INC 2BH GR 31,896.0 (5,812.0) 2,908.0
HCA HOLDINGS INC 2BH TH 31,896.0 (5,812.0) 2,908.0
HCA HOLDINGS INC HCAEUR EU 31,896.0 (5,812.0) 2,908.0
HD SUPPLY HOLDIN HDS US 5,486.0 (126.0) 1,101.0
HD SUPPLY HOLDIN 5HD GR 5,486.0 (126.0) 1,101.0
HECKMANN CORP-U HEK/U US 582.6 (4.9) 50.0
HERBALIFE LTD HLFEUR EU 2,421.5 (130.7) 461.6
HERBALIFE LTD HLF US 2,421.5 (130.7) 461.6
HERBALIFE LTD HOO GR 2,421.5 (130.7) 461.6
HOVNANIAN-A-WI HOV-W US 2,602.3 (128.1) 1,612.1
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
IDEXX LABS IX1 GR 1,477.2 (38.8) 8.6
IDEXX LABS IDXX US 1,477.2 (38.8) 8.6
IDEXX LABS IX1 TH 1,477.2 (38.8) 8.6
IMMUNOMEDICS INC IMMU US 91.8 (18.9) 76.7
INFOR US INC LWSN US 6,778.1 (460.0) (305.9)
INSTRUCTURE INC INST US 64.2 (15.3) (15.5)
INSTRUCTURE INC 1IN GR 64.2 (15.3) (15.5)
INTERNATIONAL WI ITWG US 345.4 (9.7) 99.8
INVENTIV HEALTH VTIV US 2,205.7 (699.2) 112.4
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
J CREW GROUP INC JCG US 1,627.1 (759.0) 111.7
JUST ENERGY GROU JE CN 1,281.8 (650.4) (48.0)
JUST ENERGY GROU JE US 1,281.8 (650.4) (48.0)
JUST ENERGY GROU 1JE GR 1,281.8 (650.4) (48.0)
KEMPHARM INC 1GD GR 61.4 (5.7) 52.8
KEMPHARM INC KMPH US 61.4 (5.7) 52.8
L BRANDS INC LB* MM 7,969.0 (657.0) 1,836.0
L BRANDS INC LB US 7,969.0 (657.0) 1,836.0
L BRANDS INC LBEUR EU 7,969.0 (657.0) 1,836.0
L BRANDS INC LTD TH 7,969.0 (657.0) 1,836.0
L BRANDS INC LTD GR 7,969.0 (657.0) 1,836.0
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0
MADISON-A/NEW-WI MSGN-W US 863.1 (1,246.3) 78.8
MAJESCOR RESOURC MJXEUR EU 0.0 (0.1) (0.1)
MALIBU BOATS-A MBUU US 195.3 (8.5) 9.7
MALIBU BOATS-A M05 GR 195.3 (8.5) 9.7
MANNKIND CORP MNKD IT 278.0 (124.6) (196.1)
MARRIOTT INTL-A MAQ TH 6,153.0 (3,589.0) (1,786.0)
MARRIOTT INTL-A MAQ QT 6,153.0 (3,589.0) (1,786.0)
MARRIOTT INTL-A MAQ GR 6,153.0 (3,589.0) (1,786.0)
MARRIOTT INTL-A MAR US 6,153.0 (3,589.0) (1,786.0)
MDC COMM-W/I MDZ/W CN 1,617.2 (376.7) (326.5)
MDC PARTNERS-A MDCA US 1,617.2 (376.7) (326.5)
MDC PARTNERS-A MDZ/A CN 1,617.2 (376.7) (326.5)
MDC PARTNERS-A MD7A GR 1,617.2 (376.7) (326.5)
MDC PARTNERS-EXC MDZ/N CN 1,617.2 (376.7) (326.5)
MERITOR INC AID1 GR 2,195.0 (646.0) 174.0
MERITOR INC MTOR US 2,195.0 (646.0) 174.0
MERRIMACK PHARMA MP6 GR 102.7 (140.7) (24.3)
MERRIMACK PHARMA MACK US 102.7 (140.7) (24.3)
MICHAELS COS INC MIK US 2,083.1 (1,909.9) 585.9
MICHAELS COS INC MIM GR 2,083.1 (1,909.9) 585.9
MIDSTATES PETROL MPO1EUR EU 1,298.1 (816.0) 96.2
MONEYGRAM INTERN MGI US 4,511.4 (244.2) (27.1)
MOODY'S CORP MCO US 4,772.9 (240.2) 1,811.9
MOODY'S CORP DUT TH 4,772.9 (240.2) 1,811.9
MOODY'S CORP MCOEUR EU 4,772.9 (240.2) 1,811.9
MOODY'S CORP DUT GR 4,772.9 (240.2) 1,811.9
MOTOROLA SOLUTIO MOT TE 8,086.0 (298.0) 2,758.0
MOTOROLA SOLUTIO MTLA GR 8,086.0 (298.0) 2,758.0
MOTOROLA SOLUTIO MSI US 8,086.0 (298.0) 2,758.0
MOTOROLA SOLUTIO MTLA TH 8,086.0 (298.0) 2,758.0
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
MSG NETWORKS- A MSGN US 863.1 (1,246.3) 78.8
MSG NETWORKS- A 1M4 TH 863.1 (1,246.3) 78.8
NATHANS FAMOUS NATH US 81.9 (61.6) 60.8
NATHANS FAMOUS NFA GR 81.9 (61.6) 60.8
NATIONAL CINEMED NCMI US 1,006.2 (228.3) 65.4
NATIONAL CINEMED XWM GR 1,006.2 (228.3) 65.4
NAVIDEA BIOPHARM NAVB IT 17.5 (51.8) 8.7
NAVISTAR INTL NAV US 6,692.0 (5,160.0) 834.0
NAVISTAR INTL IHR TH 6,692.0 (5,160.0) 834.0
NAVISTAR INTL IHR GR 6,692.0 (5,160.0) 834.0
NEFF CORP-CL A NEFF US 656.3 (178.0) 20.5
NEW ENG RLTY-LP NEN US 202.4 (30.1) -
NORTHERN OIL AND NOG US 1,001.2 (28.3) 32.8
NORTHERN OIL AND 4LT GR 1,001.2 (28.3) 32.8
NORTHWEST BIO NWBO US 51.6 (57.4) (80.2)
NORTHWEST BIO NBYA GR 51.6 (57.4) (80.2)
NTELOS HOLDINGS NTLS US 668.4 (22.1) 150.8
OMEROS CORP 3O8 GR 41.4 (9.0) 17.2
OMEROS CORP 3O8 TH 41.4 (9.0) 17.2
OMEROS CORP OMER US 41.4 (9.0) 17.2
OMEROS CORP OMEREUR EU 41.4 (9.0) 17.2
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
OUTERWALL INC OUTR US 1,266.8 (2.1) (7.0)
OUTERWALL INC CS5 GR 1,266.8 (2.1) (7.0)
PALM INC PALM US 1,007.2 (6.2) 141.7
PBF LOGISTICS LP PBFX US 432.7 (191.5) 27.8
PBF LOGISTICS LP 11P GR 432.7 (191.5) 27.8
PHILIP MORRIS IN 4I1 TH 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN 4I1 GR 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PM US 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PM1CHF EU 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PMI EB 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PM1 TE 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PMI SW 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PMI1 IX 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PM1EUR EU 32,011.0 (12,226.0) 10.0
PHILIP MORRIS IN PM FP 32,011.0 (12,226.0) 10.0
PLANET FITNESS-A PLNT US 701.1 (14.2) (1.2)
PLANET FITNESS-A 3PL GR 701.1 (14.2) (1.2)
PLANET FITNESS-A 3PL TH 701.1 (14.2) (1.2)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PG6 GR 1,311.1 (80.8) 264.6
PLY GEM HOLDINGS PGEM US 1,311.1 (80.8) 264.6
POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
PUREBASE CORP PUBC US 0.4 (1.1) (1.4)
PURETECH HEALTH PRTC LN - - -
PURETECH HEALTH PRTCGBX EU - - -
PURETECH HEALTH PRTCL EB - - -
PURETECH HEALTH PRTCL IX - - -
QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9
QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9
QUINTILES TRANSN QTS GR 4,033.7 (179.9) 996.2
QUINTILES TRANSN Q US 4,033.7 (179.9) 996.2
RAYONIER ADV RYAM US 1,286.9 (17.0) 208.0
RAYONIER ADV RYQ GR 1,286.9 (17.0) 208.0
REGAL ENTERTAI-A RGC* MM 2,409.1 (902.0) (133.8)
REGAL ENTERTAI-A RETA GR 2,409.1 (902.0) (133.8)
REGAL ENTERTAI-A RGC US 2,409.1 (902.0) (133.8)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTECH NITROGEN 2RN GR 291.1 (138.0) 13.7
RENTECH NITROGEN RNF US 291.1 (138.0) 13.7
RENTPATH LLC PRM US 208.0 (91.7) 3.6
REVLON INC-A REV US 1,924.5 (623.3) 334.4
REVLON INC-A RVL1 GR 1,924.5 (623.3) 334.4
ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7
ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
SALLY BEAUTY HOL S7V GR 2,094.4 (297.8) 695.4
SALLY BEAUTY HOL SBH US 2,094.4 (297.8) 695.4
SANCHEZ ENERGY C SN* MM 1,532.2 (473.6) 171.9
SANCHEZ ENERGY C 13S GR 1,532.2 (473.6) 171.9
SANCHEZ ENERGY C 13S TH 1,532.2 (473.6) 171.9
SANCHEZ ENERGY C SN US 1,532.2 (473.6) 171.9
SBA COMM CORP-A SBAC US 7,396.8 (1,697.7) 46.6
SBA COMM CORP-A SBACEUR EU 7,396.8 (1,697.7) 46.6
SBA COMM CORP-A SBJ TH 7,396.8 (1,697.7) 46.6
SBA COMM CORP-A SBJ GR 7,396.8 (1,697.7) 46.6
SCIENTIFIC GAM-A TJW GR 8,615.1 (980.8) 655.1
SCIENTIFIC GAM-A SGMS US 8,615.1 (980.8) 655.1
SEARS HOLDINGS SHLD US 12,769.0 (1,293.0) 701.0
SEARS HOLDINGS SEE TH 12,769.0 (1,293.0) 701.0
SEARS HOLDINGS SEE GR 12,769.0 (1,293.0) 701.0
SILVER SPRING NE 9SI TH 529.8 (99.3) (31.1)
SILVER SPRING NE 9SI GR 529.8 (99.3) (31.1)
SILVER SPRING NE SSNI US 529.8 (99.3) (31.1)
SIRIUS XM CANADA XSR CN 293.1 (143.4) (185.6)
SIRIUS XM CANADA SIICF US 293.1 (143.4) (185.6)
SOLERA HOLDINGS BXS GR 3,754.7 (10.8) 378.4
SOLERA HOLDINGS SLH US 3,754.7 (10.8) 378.4
SPORTSMAN'S WARE SPWH US 343.4 (14.0) 91.8
SPORTSMAN'S WARE 06S GR 343.4 (14.0) 91.8
STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0)
STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0)
SUN BIOPHARMA IN SNBP US - - -
SUPERVALU INC SJ1 GR 4,612.0 (511.0) (42.0)
SUPERVALU INC SVU US 4,612.0 (511.0) (42.0)
SUPERVALU INC SJ1 TH 4,612.0 (511.0) (42.0)
SYNERGY PHARMACE SGYP US 144.0 (27.1) 123.4
SYNERGY PHARMACE S90 GR 144.0 (27.1) 123.4
SYNERGY PHARMACE SGYPEUR EU 144.0 (27.1) 123.4
THERAVANCE HVE GR 437.6 (323.0) 212.5
THERAVANCE THRX US 437.6 (323.0) 212.5
TRANSDIGM GROUP T7D GR 8,427.0 (1,038.3) 1,173.7
TRANSDIGM GROUP TDG US 8,427.0 (1,038.3) 1,173.7
TRINET GROUP INC TN3 GR 1,609.6 (14.1) 54.4
TRINET GROUP INC TNET US 1,609.6 (14.1) 54.4
TRINITY PLACE HO TPHS US 58.9 (1.4) -
UNISYS CORP UIS US 2,097.9 (1,451.3) 124.7
UNISYS CORP UISCHF EU 2,097.9 (1,451.3) 124.7
UNISYS CORP UIS1 SW 2,097.9 (1,451.3) 124.7
UNISYS CORP USY1 GR 2,097.9 (1,451.3) 124.7
UNISYS CORP USY1 TH 2,097.9 (1,451.3) 124.7
UNISYS CORP UISEUR EU 2,097.9 (1,451.3) 124.7
VECTOR GROUP LTD VGR GR 1,398.8 (56.8) 457.4
VECTOR GROUP LTD VGR US 1,398.8 (56.8) 457.4
VENOCO INC VQ US 403.8 (354.3) 195.7
VERISIGN INC VRS TH 2,577.3 (1,031.4) (38.8)
VERISIGN INC VRS QT 2,577.3 (1,031.4) (38.8)
VERISIGN INC VRSN US 2,577.3 (1,031.4) (38.8)
VERISIGN INC VRS GR 2,577.3 (1,031.4) (38.8)
VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8)
VERSEON CORP VSN LN - - -
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WW6 GR 1,395.2 (1,337.7) (193.6)
WEIGHT WATCHERS WTW US 1,395.2 (1,337.7) (193.6)
WEIGHT WATCHERS WW6 TH 1,395.2 (1,337.7) (193.6)
WEIGHT WATCHERS WTWEUR EU 1,395.2 (1,337.7) (193.6)
WEIGHT WATCHERS WW6 QT 1,395.2 (1,337.7) (193.6)
WEST CORP WT2 GR 3,556.9 (595.5) (6.6)
WEST CORP WSTC US 3,556.9 (595.5) (6.6)
WESTERN REFINING WNRL US 412.0 (28.1) 66.3
WESTERN REFINING WR2 GR 412.0 (28.1) 66.3
WINGSTOP INC WING US 117.2 (14.3) 3.6
WINGSTOP INC EWG GR 117.2 (14.3) 3.6
WINMARK CORP GBZ GR 46.8 (36.0) 11.1
WINMARK CORP WINA US 46.8 (36.0) 11.1
WYNN RESORTS LTD WYNN* MM 9,981.2 (60.8) 1,234.7
WYNN RESORTS LTD WYNN SW 9,981.2 (60.8) 1,234.7
WYNN RESORTS LTD WYNNCHF EU 9,981.2 (60.8) 1,234.7
WYNN RESORTS LTD WYR TH 9,981.2 (60.8) 1,234.7
WYNN RESORTS LTD WYNN US 9,981.2 (60.8) 1,234.7
WYNN RESORTS LTD WYR GR 9,981.2 (60.8) 1,234.7
XERIUM TECHNOLOG TXRN GR 570.2 (107.3) 71.1
XERIUM TECHNOLOG XRM US 570.2 (107.3) 71.1
YRC WORLDWIDE IN YRCW US 1,964.8 (427.3) 197.3
YRC WORLDWIDE IN YEL1 GR 1,964.8 (427.3) 197.3
YRC WORLDWIDE IN YEL1 TH 1,964.8 (427.3) 197.3
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***