/raid1/www/Hosts/bankrupt/TCR_Public/160307.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, March 7, 2016, Vol. 20, No. 67
Headlines
ADVANCE WATCH: Claims for Rejection Damages Due March 9
ADVANCE WATCH: Court Approves Timetable for Entry of Final Decree
ADVANCE WATCH: Jeffrey Gregg Resigns as Chief Restructuring Officer
AFFIRMATIVE INSURANCE: Rehabilitator Wants Ch. 11 Cases Dismissed
AMAN RESORTS: Involuntary Chapter 11 Case Summary
AMERICAN APPAREL: GC Chelsea Grayson Helped Mend Unraveling Brand
ANTILLES CARPET: Case Summary & 20 Largest Unsecured Creditors
API TECHNOLOGIES: Incurs $22.3 Million Net Loss in 2015
API TECHNOLOGIES: Majority Shareholders OK Merger Proposal
ARCH COAL: Court Approves Postpetition Financing and Cash Use
ARCHDIOCESE OF ST. PAUL: Discloses 25% Stake in ADC as of Feb. 16
ASSOCIATED WHOLESALERS: Gets Court Approval to Settle ASG Claims
BARRY HALAJIAN: Jailed for Faking Liens to Harass Bankr. Judges
BERNARD L. MADOFF: Convicted Ex-Aides Want Longer Circuit Hearing
BERNARD L. MADOFF: Trustee Says Atty Violated Order Over Subpoenas
BIOSCRIP INC.: Moody's Cuts Corporate Family Rating to 'Caa2'
BMB MUNAI: Amends Current Report with SEC in Response to Comments
BOMBARDIER INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Neg.
BOOMERANG SYSTEMS: Objects to Parking Source Claims
BOWHUNT AMERICA: Few Creditors Willing to Serve on Committee
BUILDERS FIRSTSOURCE: Reports Q4 and Fiscal Year 2015 Results
CAESARS ENTERTAINMENT: Gets $7B Note Guarantee Suits Paused
CARDIAC SCIENCE: Plan Filing Exclusivity Extended to April 30
CCNG ENERGY: Has Until May 10 to Decide on Unexpired Leases
CHAMPION INDUSTRIES: Names Adam Reynolds Chief Executive Officer
CLIFFS NATURAL: Enters Into 1.5 Lien Notes Indenture
CLOUDEEVA INC: FTI's Plea to Compel Sale Order Enforcement Denied
COMSTOCK MINING: John Winfield Reports 29% Stake as of March 4
COOPER COS: S&P Assigns 'BB+' Rating on New Loans
COUPEVILLE RESERVE: U.S. Trustee Unable to Appoint Committee
CRYOPORT INC: Offers to Amend Existing Warrants
CRYSTAL WATERFALLS: April 12 Hearing on Bid to Use Cash Collateral
CURTIS JAMES JACKSON: Instagram Pics May Bring Bankruptcy Probe
CYTORI THERAPEUTICS: Director Thompson Won't Seek Re-Election
CYTORI THERAPEUTICS: Reports Q4 and Full Year 2015 Results
DETROIT, MI: Considers Suing Consultants Who Belittled Pension Debt
DEWEY & LEBOEUF: Star Witness Reaches Partial Deal with SEC
DF SERVICING: May Use Cash Collateral Until April 30
DIAMOND SHINE: Case Summary & 17 Largest Unsecured Creditors
DOLPHIN DIGITAL: Pozo Opportunity Reports 13.4% Stake as of Feb. 18
DYNEGY INC: Moody's Affirms B2 CFR, Outlook Revised to Stable
ENTEGRIS INC: Moody's Hikes CFR to Ba3 & Secured Rating to Ba1
ESCALERA RESOURCES: Disclosure Statement Hearing on April 7
ESCALERA RESOURCES: Panel Wants More Time to Challenge SocGen Lien
EXTREME PLASTICS: Creditors, Trustee Question $7M Asset Sale
EXTREME PLASTICS: Fight Could Be Brewing Over Chapter 11 Funding
FEDERATION EMPLOYMENT: March 8 Hearing to Extend Plan Filing Date
FINANCIAL HOLDINGS: Court Dismisses Chapter 11 Bankruptcy Case
FIRST DATA: FMR LLC Holds 17.8% of Class A Shares as of Dec. 31
FLOUR CITY: Hires Buckley King as Counsel
FLOUR CITY: Taps Bond Schoeneck as Bankruptcy Counsel
FLOUR CITY: Wants to Use Prepetition Lenders' Cash Collateral
FOREST PARK FORT WORTH: Has Final Nod to Use Cash Collateral
FORTRESS RESOURCES: Files Plan for Orderly Liquidation
FPMC AUSTIN: Files Schedules of Assets and Liabilities
FREESEAS INC: Obtains $500,000 Financing From MTR3S Holding
FUTUREWORLD CORP: Incurs $210,000 Net Loss in Third Quarter
GIBSON BRANDS: Moody's Lowers CFR to Caa1, Outlook Negative
GLYECO INC: Closes Rights Offering; Has 110M Outstanding Shares
GREENHUNTER RESOURCES: Has $3.5M DIP Loan from Existing Lender
GREENHUNTER RESOURCES: Proposes to Pay $800,000 Vendor Claims
GREENHUNTER RESOURCES: Requests Joint Administration of Cases
GT ADVANCED: Eyes $3.6M Sale of Solar Business
HAMPSHIRE GROUP: Chief Operating Officer Resigns
HCSB FINANCIAL: Announces $45 Million Capital Raise
HEBERT RESEARCH: U.S. Trustee Unable to Appoint Committee
HHH CHOICES HEALTH: U.S. Trustee Forms Five-Member Committee
HI-CRUSH PARTNERS: Moody's Cuts Corporate Family Rating to Caa1
INDUSTRIAL URBAN: Law Firm Dodges Malpractice Claim in Advice Row
KALOBIOS PHARMACEUTICALS: To Ink $10M Loan after Drug Rights Buy
KAR AUCTION: S&P Lowers Rating on New Credit Facility to 'BB-'
KEHE DISTRIBUTORS: Moody's Cuts Corporate Family Rating to 'B3'
LAKE TAHOE: Section 341 Meeting Schedule for April 1
LEAPFROG ENTERPRISES: Has Merger Agreement with VTech Holdings
LEAPFROG ENTERPRISES: Takes Steps to Address Listing Deficiency
LEGACY RESERVES: S&P Affirms 'CCC+' Rating on Unsecured Debt
LINEAGE LOGISTICS: Moody's Confirms B3 Corporate Family Rating
LONESTAR RESOURCES: S&P Affirms 'CCC+' Rating on Unsecured Debt
MADISON SQUARE TAVERN: Voluntary Chapter 11 Case Summary
MAGNUM HUNTER: Del. Judge Nixes Bid to Delay Chapter 11 Plan
MALIBU LIGHTING: BDO USA Okayed as Committee's Financial Advisors
MALIBU LIGHTING: Lowenstein Sandler Approved as Committee Counsel
MARTIN SHKRELI: Says He Won't Intimidate Witnesses in SEC Case
MASCO CORP: Fitch Affirms 'BB+' IDR, Outlook Positive
MDC PARTNERS: S&P Revises Outlook to Positive & Affirms 'B+' CCR
MEDICAL CAPITAL: Ex-CEO Must Pay $16M for $1.8B Ponzi Scheme
MILLER ENERGY: Deadline to Decide on Leases Extended to April 28
MILLER ENERGY: Judge Enters Plan Confirmation Order
MOLYCORP INC: Reaches Deal with Creditor Panel on Revised Plan
MORRIS SCHNEIDER: Ex-Firm Head Denies Feds' Claim of Suicide Risk
MOTORS LIQUIDATION: Creditors Say New GM is Car Buyer Suits Liable
MOTORS LIQUIDATION: Tells 2nd Circ. Car Owners Granted Due Process
NABORS INDUSTRIES: Moody's Lowers Sr. Unsecured Rating to Ba2
NANOSPHERE INC: LSAF Holdings Reports 6.9% Stake as of Dec. 31
NEWBURY COMMON ASSOCIATES: Donlin Recano Selected as Claims Agent
NEWBURY COMMON ASSOCIATES: Hearing on Cash Collateral March 23
NEWLEAD HOLDINGS: Effects 1-for-300 Reverse Common Shares Split
NEWPAGE CORP: Moody's Assigns 'B3' Rating to DIP Term Loan
NEWPAGE CORP: S&P Assigns 'B' Rating on New Money & Roll-Up Loans
NEWZOOM INC: Gets Approval to Settle Panasonic's Secured Claim
NORANDA ALUMINUM: Sec. 341 Meeting Scheduled for April 13
NORTH-SOUTH ENTITY: Case Summary & 10 Unsecured Creditors
NRG ENERGY: S&P Affirms 'BB-' CCR, Outlook Remains Stable
OSAGE EXPLORATION: Files Schedules of Assets and Liabilities
OZ GAS: Court Converts Bankruptcy Cases to Chapter 7
PALMAZ SCIENTIFIC: Files for Ch. 11 to Seek Buyer
PARKER DRILLING: Moody's Lowers Corporate Family Rating to B3
PETROQUEST ENERGY: Moody's Revises PDR to Caa3-PD/LD
PHARMACYTE BIOTECH: Farber Hass Issues Amended Report
PIONEER ENERGY: Moody's Lowers Corporate Family Rating to Caa3
PIONEER NATURAL: Moody's Releases Corrected Press Release
PLANDAI BIOTECHNOLOGY: Appoints Callum Duffield as New Secretary
PLANDAI BIOTECHNOLOGY: Jamen Shively Quits as Director
PLANDAI BIOTECHNOLOGY: Terminates J. Gutierrez as EVP & Secretary
PRECISION DRILLING: Moody's Cuts Corporate Family Rating to B2
PUERTO RICO INVESTMENT: Case Summary & 4 Unsecured Creditors
QUANTUM FUEL: Agrees to Amend Lease Agreement with Braden Court
RDIO INC: Strikes Deal with Creditors Over Chapter 11 Control
RENAISSANCE CHARTER: Fitch Affirms BB+ Rating on $65.7MM 2010 Bonds
RENAISSANCE CHARTER: Fitch Affirms BB- Rating on $86.2MM 2011 Bonds
REPUBLIC AIRWAYS: U.S. Trustee Forms Seven-Member Committee
SAMUEL E. WYLY: SEC Wants Creditors' Attys Requested Fees Denied
SCORPION PERFORMANCE: U.S. Trustee Unable to Appoint Committee
SEABOARD REALTY: Groups Fight Over Examiner, Venue Change
SEARS ROEBUCK: S&P Assigns 'B' Rating on Proposed $750MM Loan
SEQUENOM INC: Reports $16.3 Million Net Loss for 2015
SERVICE CORP: S&P Assigns 'BB+' Rating on New $1.4BB Agreement
SFX ENTERTAINMENT: Wants to Extend Stay of Suits to CEO
SH 130 CONCESSION: Hires Prime Clerk as Claims and Noticing Agent
SH 130 CONCESSION: Requests Approval of Cash Collateral Use
SH 130 CONCESSION: Seeks Joint Administration of Cases
SH 130 CONCESSION: Wants 60-Day Extension to File Schedules
SH130 CONCESSION: Moody's Cuts Ratings to 'Ca' Over Bankruptcy
SPORTS AUTHORITY: Bankruptcy No Major Impact on Under Armour
SPORTS AUTHORITY: Has $595-Mil. DIP Financing From Existing Lenders
SPORTS AUTHORITY: Proposes to Pay $30M to Critical Vendors
SPORTS AUTHORITY: Pursues Closing Sales for 200 Stores
SPORTS AUTHORITY: Requests OK of Procedures to Protect NOLs
STAGE PRESENCE: U.S. Trustee Appoints 2-Member Creditors' Committee
STARSHINE ACADEMY: Section 341 Meeting Scheduled for March 29
SUN BANCORP: Bank's EVP and Chief Risk Officer to Resign
TERRA-GEN FINANCE: Moody's Cuts Sr. Secured Term Loan Rating to B1
TIMOTHY PLACE: Creditors Have Until April 1 to File Claims
TRACK GROUP: Utah State Confirms Filing of Amended Articles
TRINIDAD DRILLING: Moody's Cuts CFR to B3, Negative Outlook
TWCC HOLDING: Moody's Withdraws B2 CFR Over Debt Repayment
ULTRA PETROLEUM: S&P Lowers CCR to 'CC', Outlook Negative
UNI-PIXEL: Reports Year-End and Q4 2015 Financial Results
US TELEPACIFIC: DSCI Acquisition Does Not Impact Moody's B3 Rating
VERSO CORP: Challenge Rights, Other Issues Delay Loan Approval
WALTER INVESTMENT: Moody's Cuts Corporate Family Rating to 'B3'
WEIGHT WATCHERS: Moody's Affirms 'B3' CFR, Outlook Stable
WESTERN ENERGY: Moody's Lowers Corporate Family Rating to Caa2
WESTMORELAND COAL: Jeff Gendell Has 9.4% Stake as of Dec. 31
YELLOW CAB COOP: U.S. Trustee Forms Five-Member Committee
YRC WORLDWIDE: Approves New Performance Stock Unit Agreement
[*] Bankruptcy Attorney Mark Silverschotz Rejoins Anderson Kill
[*] Bracewell Adds Tax Partner Michele J. Alexander to NY Office
[*] FINRA Arbitration Beset with Unpaid Awards, Report Says
[*] Moody's B3 Neg. & Lower Corporate Ratings List Nears its Peak
[*] Moody's Concludes Reviews for 12 B-Rated U.S. E&P Companies
[*] Moody's Concludes Reviews for 6 U.S. E&P Companies
[*] Resort Founder's Atty Beats Sanctions Threat by 10th Circ.
[^] BOND PRICING: For the Week from February 22 to 26, 2016
*********
ADVANCE WATCH: Claims for Rejection Damages Due March 9
-------------------------------------------------------
The effective date of Advance Watch Company Ltd., et al.'s Plan of
Liquidation occurred Feb. 8, 2016. According to the Notice of
Effective Date, requests for payment of administrative expenses
were due Feb. 29; final fee applications were due Feb. 24, 2016;
and any proof of claims for damages arising out of the rejection of
any executory contract or unexpired lease are due no later than
March 9, 2016.
About Advance Watch
Founded in 1974, Advance Watch Company Ltd. is part of a
privately-held global enterprise that designs, assembles, markets,
and distributes consumer watches under the trade name Geneva Watch
Group.
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg, the CRO, signed the
petition.
The Debtors engaged Venable LLP as counsel.
* * *
Advance Watch on Oct. 17, 2015, filed schedules of assets and
liabilities and statement of financial affairs. On Oct. 22, it
filed amended schedules, disclosing $33.1 million in assets and
$20.8 million in liabilities. A copy of the amended schedules is
available for free at:
http://bankrupt.com/misc/Advance_Watch_99_Am_SAL.pdf
The Court on Jan. 25, 2016, entered an order confirming the
Debtors' Second Amended Joint Plan of Liquidation under Chapter 11
of the Bankruptcy Code dated January 22, 2016.
ADVANCE WATCH: Court Approves Timetable for Entry of Final Decree
-----------------------------------------------------------------
Judge Martin Glenn on Feb. 25, 2016, entered an order that contains
a timetable with the steps proposed for achieving substantial
consummation of Advance Watch Company Ltd., et al.'s Plan of
Liquidation and entry of a final decree closing the Debtors'
cases:
a. Substantial Consummation of the Plan. The Effective Date of
the Plan occurred on February 8, 2016.
b. Distributions. All distributions will be made in accordance
with the terms of the Plan and Confirmation Order.
c. Resolution of Disputed Claims. It is anticipated that the
Creditor Trustee will object to or consensually resolve all
Disputed Claims on or before the date that is 180 days after the
Effective Date, or as soon thereafter as practicable.
d. Resolution of Estate Claims. The Debtors have not commenced
Estate Claims. It is anticipated that the Creditor Trustee will
commence Estate Claims with the expectation that Final Orders
concerning such Estate Claims will be entered as soon thereafter as
practicable.
The dates referred to in the timetable are based on the Debtors'
good faith estimates and are subject to change. In accordance with
Local Bankruptcy Rule 3021-1(b), the Debtors, or the Creditor
Trustee, will file any material revisions thereto.
The Creditor Trustee is responsible for all post-Effective Date
reports required pursuant to the Bankruptcy Code, the Bankruptcy
Rules, the Local Bankruptcy Rules, or any order of the Bankruptcy
Court entered in the Chapter 11 cases. The Debtors' Responsible
Officer is responsible for such reports concerning the
pre-Effective Date period.
The Creditor Trustee is responsible for safeguarding and accounting
for proceeds of recoveries on behalf of the Debtors' Estates. The
Creditor Trustee will serve as the Disbursing Agent for (i) all
Holders of Allowed General Unsecured Claims and (ii) Allowed
Compensation and Reimbursement Claims of the Committee's
Professionals.
Tadd Crane, in his capacity as Responsible Officer, will act as
Disbursing Agent for (i) all Effective Date Distributions; (ii)
Administrative Expense Claims Allowed after the Effective Date;
(iii) Allowed Compensation and Reimbursement Claims Allowed after
the Effective Date (other than the Compensation and Reimbursement
Claims of the Committee's Professionals); (iv) Priority Tax Claims
Allowed after the Effective Date; (v) Other Priority Claims Allowed
after the Effective Date, (vi) Secured Tax Claims Allowed after the
Effective Date; (vii) Other Secured Claims Allowed after the
Effective Date; and (viii) Production Costs paid from the
Administrative and Priority Claims Reserve.
Creditors Committee
William K. Harrington, United States Trustee for Region 2, pursuant
to Sections 1102(a) and (b) of the Bankruptcy Code, in October 2015
appointed the following unsecured creditors that are willing to
serve to the Official Committee of Unsecured Creditors of Advance
Watch Company Ltd., and affiliated debtors:
1. RR Donnelley & Sons Company
4101 Winfield Road
Warrenville, Illinois 60555
Attention: Dan Pevonka, Director Credit Services
Telephone: (630) 322-6931
2. Itsy Bitsy Media, Inc.
114 Troutman Street #411
Brooklyn, New York 11206
Attention: Jeffrey Caldwell, Owner
Telephone: (917) 975-4199
3. Jeff Smith Consulting LLC
20820 Roundup Road
Elkhorn, Nebraska 68022
Attention: Jeff Smith, Owner
Telephone: (203) 610-3775
4. Douglas R. Bennett
385 We Go Court
Deerfield, Illinois 60015
Telephone: (847) 209-5191
5. Cindy Riccio Communications
1133 Broadway, Suite 1021
New York, New York 10010
Attention: Cindy Riccio, Owner
Telephone: (646) 205-3573
About Advance Watch
Founded in 1974, Advance Watch Company Ltd. is part of a
privately-held global enterprise that designs, assembles, markets,
and distributes consumer watches under the trade name Geneva Watch
Group.
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg, the CRO, signed the
petition.
The Debtors engaged Venable LLP as counsel.
* * *
Advance Watch on Oct. 17, 2015, filed schedules of assets and
liabilities and statement of financial affairs. On Oct. 22, it
filed amended schedules, disclosing $33.1 million in assets and
$20.8 million in liabilities. A copy of the amended schedules is
available for free at:
http://bankrupt.com/misc/Advance_Watch_99_Am_SAL.pdf
The Court on Jan. 25, 2016, entered an order confirming the
Debtors' Second Amended Joint Plan of Liquidation under Chapter 11
of the Bankruptcy Code dated January 22, 2016.
ADVANCE WATCH: Jeffrey Gregg Resigns as Chief Restructuring Officer
-------------------------------------------------------------------
Jeffrey L. Gregg announced that following confirmation of Advance
Watch Company Ltd., et al.'s liquidating plan on Jan. 25, 2016, and
the occurrence of the effective date of the Plan on Feb. 8, he has
resigned from his position as Chief Restructuring Officer,
effective Feb. 8. Mr. Gregg said that Tadd Crane will remain the
Responsible Officer for the Debtors.
The Court on Oct. 12, 2015, had entered an order approving the
Debtors' application to tap Mr. Gregg as CRO, nunc pro tunc to the
Petition Date.
About Advance Watch
Founded in 1974, Advance Watch Company Ltd. is part of a
privately-held global enterprise that designs, assembles, markets,
and distributes consumer watches under the trade name Geneva Watch
Group.
Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015. Jeffrey L. Gregg, the CRO, signed the
petition.
The Debtors engaged Venable LLP as counsel.
* * *
Advance Watch on Oct. 17, 2015, filed schedules of assets and
liabilities and statement of financial affairs. On Oct. 22, it
filed amended schedules, disclosing $33.1 million in assets and
$20.8 million in liabilities. A copy of the amended schedules is
available for free at:
http://bankrupt.com/misc/Advance_Watch_99_Am_SAL.pdf
The Court on Jan. 25, 2016, entered an order confirming the
Debtors' Second Amended Joint Plan of Liquidation under Chapter 11
of the Bankruptcy Code dated January 22, 2016.
AFFIRMATIVE INSURANCE: Rehabilitator Wants Ch. 11 Cases Dismissed
-----------------------------------------------------------------
Anne Melissa Dowling, Insurance of the State of Illinois Acting
Director, as the statutory and court-affirmed rehabilitator of
Affirmative Insurance Company, is asking for the dismissal of the
Chapter 11 cases of Affirmative Insurance Holdings, Inc., and its
debtor affiliates.
The U.S. Bankruptcy Court for the District of Delaware will hold on
March 10, 2016, at 1:00 p.m. (ET) a hearing on the Rehabilitator's
dismissal motion. Objections to the motion must be filed with the
Court by March 10 at 1:00 p.m. (ET).
The Rehabilitator says in a motion she filed on March 3, 2016 -- a
copy of which is available for free at http://is.gd/Gtg3OC-- that
while the motion of the Official Committee of Unsecured Creditors
persuasively argues for finding of "cause" for conversion of the
Debtors' Chapter 11 cases to cases under Chapter 7, dismissal of
the cases is the appropriate remedy because: (a) the Debtors have
no assets to reorganize or liquidate, except causes of action that
were already being pursued prepetition or can be brought and
pursued outside of bankruptcy post-dismissal; (b) the Debtors have
no ongoing business to preserve -- the Debtors' regulated insurance
subsidiaries are all under the control of state regulatory
agencies, and the agreement under which Debtors provided services
to those subsidiaries has been terminated; (c) the Debtors' only
employee is an officer who has no business to run and no employees
to supervise, and (d) administrative expenses of these estates
appear to have ballooned to $1.4 million in just over four months,
with no end in sight and no cash with which to pay them.
The Rehabilitator says that the loss to the Debtors' estates has
only deepened since the Committee's conversion motion was filed on
Dec. 30, 2015, and that through December 2015, the fees and costs
of the Debtors' and the Committee's professionals combined totaled
just under $950,000. On March 2, 2016, the Committee said in an
objection it filed with the Court that professional fees currently
total $1.4 million -- an increase of $450,000 in just two months.
According to the Rehabilitator, the Committee's conversion motion
does not explain why bankruptcy administration is necessary at all.
The Rehabilitator says that the Committee conceded in its motion
that the only assets of the estates are "mainly a small amount of
cash and unliquidated causes of action". The cash will be (or
already has been) consumed by professional fees, and the Committee
acknowledges that the litigation claims "will each take months or
years to resolve," the Rehabilitator states.
As previously reported by the Troubled Company Reporter on Feb. 4,
2016, the Committee wants the conversion of the cases to cases
under Chapter 7 because the Debtors have no business to reorganize,
the Debtors' estates are administratively insolvent, and,
currently, the Debtors have no hope of confirming a feasible plan
of reorganization or liquidation. The Debtors are fighting that
motion, saying that, among other things, the motion to convert is
premature for being filed a mere three months after the Petition
Date when the Debtors were still actively engaged in negotiations
regarding a plan, and the Committee has not demonstrated the
absence of a reasonable likelihood of rehabilitation at this time.
The Committee says in a filing dated Feb. 24, 2016, that secured
lender JCF AFFM Debt Holdings L.P. requested on Feb. 23 that it be
permitted under the plan to appoint the post-confirmation trustee,
a request that was in explicit violation of the agreed terms
announced to the Court. In subsequent discussions, JCF appears to
have dropped this request. The Committee also informed the Debtors
and the Committee on Feb. 23 that it would require (i) interest on
its loan to the estates, a term never presented to the other
parties, and (ii) that the loan be repaid from available funds
irrespective of whether the post-confrimation trustee might
otherwise deem the funds necessary to fund litigation. JCF's new
condition regarding loan repayment also contradicted the terms of
the agreement announced at the Jan. 29, 2016 conversion hearing.
Repayment of the loan was discussed at the hearing, "[o]nce there's
money available, either through an interim distribution or at the
end, to pay money out of the trust, the first dollars would go to
repay the three-hundred-and-fifty thousand-dollar loan."
The Committee is skeptical that a resolution will be reached.
The Rehabilitator is reprsented by:
Saul Ewing LLP
Mark Minuti, Esq.
Teresa K. D. Currier, Esq.
222 Delaware Avenue, Suite 1200
P.O. Box 1266
Wilmington, DE 19899
Tel: (302) 421-6840 / 6826
Fax: (302) 421-5873 / 5861
-- and --
Quarles & Brady LLP
Faye B. Feinstein, Esq.
Christopher Combest, Esq.
300 North LaSalle Street, Suite 4000
Chicago, Illinois 60654
Tel: (312) 715-5000
Fax: (312) 715-5155
About Affirmative Insurance
Affirmative Insurance Holdings, Inc., Affirmative Management
Services, Inc., Affirmative Services, Inc., Affirmative
Underwriting Services, Inc., Affirmative Insurance Services, Inc.,
Affirmative General Agency, Inc., Affirmative Insurance Group,
Inc., and Affirmative, L.L.C., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct.
14, 2015. The petition was signed by Michael J. McClure as chief
executive officer.
The Debtors have engaged McDermott Will & Emery LLP as general
bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre
Baker Daniels LLP as special regulatory counsel, BDO USA LLP as
financial consultant and Rust Consulting/Omni Bankruptcy as notice
and claims agent.
The Debtors disclosed total assets of $25.20 million and total
debts of $91.26 million as of Aug. 31, 2015.
Founded in June 1998, Affirmative provides non-standard personal
automobile insurance policies for individual consumers in targeted
geographic markets. NSPAI policies provide coverage to drivers who
find it difficult to obtain insurance from standard automobile
insurance companies due to their lack of prior insurance, age,
driving record, limited financial resources, or other factors.
On Oct. 30, 2015, the Office of the U.S. Trustee appointed five
creditors to the official committee of unsecured creditors.
AMAN RESORTS: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Aman Resorts Group Limited
423 West Street
New York
Case Number: 16-10517
Involuntary Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Petitioners' Counsel: Kent Gross, Esq.
122 E. 42nd St., Suite 2100
New York, NY 10168
Tel: 646-506-8662
E-mail: quoguelaw@msn.com
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Peak Venture Partners Unpaid $5,000,000
68 Windsor Drive Transaction
Pine Brook, NJ 07058 Fees
United States
Tel: 646 318 1907
Capentaria Management Director Fees $100,000
Services Ltd
1191 Banyan Road
Boca Raton, FL 33432
United States
Tel: 978 317 9744
Omar Amanat Director Fees/ $100,000
68 Windsor Drive Legal
Pine Brook, NJ 07058
United States
Tel: 646-318-1907
AMERICAN APPAREL: GC Chelsea Grayson Helped Mend Unraveling Brand
-----------------------------------------------------------------
Melissa Maleske at Bankruptcy Law360 reported that when Chelsea
Grayson started her first law department job as the general counsel
of American Apparel, she stepped into a maelstrom of legal and
business challenges. American Apparel's Chelsea Grayson says her
move to an in-house role gave her a "sense of family." Ms.
Grayson, formerly a partner at Loeb & Loeb LLP, accepted the GC
spot at American Apparel Inc. in November 2014, knowing she would
be walking into a high-stress situation, to say the least.
About American Apparel
American Apparel, Inc., American Apparel (USA), LLC, American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015. The petition was signed by Hassan
Natha as chief financial officer.
The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.
The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business
focused on branded fashion-basic apparel, employing approximately
8,500 employees across six manufacturing facilities and
approximately 230 retail stores in the United States and 17 other
countries worldwide.
The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.
* * *
The Debtors filed a proposed Joint Plan of Reorganization that
contemplates converting more than $200 million of senior notes
into equity interests of the reorganized American Apparel.
On Nov. 20, 2015, the Court approved the Disclosure Statement and
set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation
hearing.
On Jan. 10, 2016, the Debtors received a letter from former CEO
Dov
Charney disclosing a proposed $300 million alternative transaction
that will be funded by Hagan Capital Group and Silver Creek
Capital
Partners but American Apparel rejected the proposal.
On Jan. 25, 2016, the Court held a telephonic hearing, granting
confirmation of the Debtors' First Amended Plan, provided certain
revisions were made to the First Amended Plan and the proposed
confirmation order.
On Jan. 27, 2016, the Court entered an order confirming American
Apparel's First Amended Joint Plan of Reorganization, under which,
on Feb. 5, 2016, the Effective Date of the Plan, all shares of
Common Stock and other equity interests in the Company were
cancelled and terminated, and the Company was converted into a
Delaware limited liability company with membership interests
issued
to unitholders, including certain Reporting Persons, in accordance
with the Plan.
ANTILLES CARPET: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Antilles Carpet, Inc.
1173 Ave. 65 De Infanteria
San Juan, PR 00924
Case No.: 16-01724
Chapter 11 Petition Date: March 3, 2016
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Brian K. Tester
Debtor's Counsel: Carmen D Conde Torres, Esq.
C. CONDE & ASSOC.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
Email: condecarmen@condelaw.com
Total Assets: $224,281
Total Liabilities: $3.13 million
The petition was signed by John Hernandez Vazquez, vice-president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb16-01724.pdf
API TECHNOLOGIES: Incurs $22.3 Million Net Loss in 2015
-------------------------------------------------------
API Technologies Corp. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$22.3 million on $232 million of net revenue for the year ended
Nov. 30, 2015, compared to a net loss of $18.9 million on $227
million of net revenue for the year ended Nov. 30, 2014.
As of Nov. 30, 2015, API Technologies had $345 million in total
assets, $256 million in total liabilities and $88.8 million in
shareholders' equity.
At Nov. 30, 2015, the Company held cash and cash equivalents of
approximately $7.2 million compared to $8.3 million at Nov. 30,
2014. The Company believes that its available cash and cash
equivalents and future cash flows from operations will be
sufficient to satisfy its anticipated cash requirements for the
next twelve months, including scheduled debt repayments, lease
commitments, planned capital expenditures, and research and
development expenses.
"There can be no assurance, however, that unplanned capital
replacements or other future events will not require us to seek
additional debt or equity financing and, if so required, that it
will be available on terms acceptable to us, if at all. Any
issuance of additional equity could dilute our current
stockholders' ownership interests," the Company stated in the
report.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/ukY7Yv
About API Technologies
API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications. API
Technologies' customers include many leading Fortune 500
companies. API Technologies trades on the NASDAQ under the symbol
ATNY. For further information, please visit the Company Web site
at http://www.apitech.com/
* * *
As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt. On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt. All ratings of API have been withdrawn since the
company has no rated debt outstanding.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.
"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.
API TECHNOLOGIES: Majority Shareholders OK Merger Proposal
----------------------------------------------------------
API Technologies, on Feb. 28, 2016, entered into an Agreement and
Plan of Merger with RF1 Holding Company ("Parent") and RF
Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Merger
Sub"), providing for the merger of Merger Sub with and into the
Issuer, with the Company surviving the Merger as a wholly owned
subsidiary of Parent. Parent and Merger Sub are affiliates of
private equity firm J.F. Lehman & Company.
On Feb. 29, 2016, Vintage Albany Acquisition and Steel Excel Inc.,
the record and beneficial owners of 22,000,000 and 11,434,278
shares, respectively, approved the Merger and adopted the Merger
Agreement by written consent. Together, the Majority Shareholders
hold over a majority of the outstanding shares. The approval by
the Majority Shareholders constitutes the required approval of the
Merger and adoption of the Merger Agreement by the Issuer's
stockholders under the Delaware General Corporation Law and the
Company's certificate of incorporation.
By executing the irrevocable Written Consent, each of the Majority
Shareholders has agreed, among other things, (1) not to transfer
any shares at any time prior to the consummation of the Merger, (2)
to irrevocably waive any rights to appraisal of the fair value of
any of its shares and (3) to forego participation as a plaintiff or
member of a plaintiff class in any action with respect to any claim
based on its status as a stockholder of the Issuer relating to the
negotiation, execution or delivery of the Written Consent or the
consummation of (but not the failure to consummate) the Merger and
to affirmatively waive and release any right or claim of recovery
or recovery in any settlement or judgment related to any such
action reasonably requested by Parent in writing. Parent is a
third party beneficiary of the waivers and agreements set forth in
the Written Consent.
About API Technologies
API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications. API
Technologies' customers include many leading Fortune 500
companies. API Technologies trades on the NASDAQ under the symbol
ATNY. For further information, please visit the Company Web site
at http://www.apitech.com/
API Technologies reported a net loss of $22.29 million on $232.28
million of net revenue for the year ended Nov. 30, 2015, compared
to a net loss of $18.91 million on $226.85 million of net revenue
for the year ended Nov. 30, 2014.
* * *
As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt. On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt. All ratings of API have been withdrawn since the
company has no rated debt outstanding.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.
"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.
ARCH COAL: Court Approves Postpetition Financing and Cash Use
-------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Arch Coal's motion for a final order (i) authorizing the Debtors
(a) to obtain postpetition financing, and (b) to utilize cash
collateral; and (ii) granting adequate protection to prepetition
secured creditors.
The Debtors sought approval to enter into a superpriority, priming
lien debtor in possession financing, consisting of a $275 million
delayed draw term loan facility. Wilmington Trust, National
Association will serve as the DIP agent, and the financing will
bear an interest rate of LIBOR Rate plus 900 bps (subject to a
LIBOR floor of 1.0%) or the Base Rate + 800 bps."
Jonathan Randles at Bankruptcy Law360 said that the financing was
backed by the company's senior lenders after they agreed to make
some concessions to unsecured creditors which had floated a rival
financing plan, according to documents filed Thursday in Missouri
bankruptcy court.
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full- and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total
debts
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and
Prime
Clerk LLC as notice, claims and solicitation agent
The Official Committee of Unsecured Creditors tapped Spencer Fane
LLP and Kramer Levin Naftalis & Frankel LLP as attorneys.
ARCHDIOCESE OF ST. PAUL: Discloses 25% Stake in ADC as of Feb. 16
-----------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis filed a report with
the U.S. Bankruptcy Court in Minnesota, disclosing that it holds
25% stake in Ausmar Development Co., LLC.
The report dated Feb. 16, 2016, was filed pursuant to Bankruptcy
Rule 2015.3, which requires the archdiocese to disclose the value,
operations and profitability of companies in which it holds a
substantial or controlling interest.
About The Archdiocese of Saint 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, Chicago,
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.
ASSOCIATED WHOLESALERS: Gets Court Approval to Settle ASG Claims
----------------------------------------------------------------
Associated Wholesalers Inc. received court approval for a deal that
would resolve the claims of Associated Supermarket Group LLC.
The deal, approved by U.S. Bankruptcy Judge Kevin Carey, required
the company, now known as AW Liquidation Inc., to pay $190,000 to
Associated Supermarket.
Associated Supermarket has claimed it is owed more than $3.1
million under a supply agreement. Early last year, it brought
claims against Associated Wholesalers, which challenged both the
validity and amount of the claims, according to court filings.
In a separate order, Judge Carey approved a deal that would settle
Co-Op Agency Inc.'s dispute with former agent Richard Gercak and
First National Insurance Agency LLC.
Under the settlement agreement, the insurance firm will pay $35,000
to Co-Op, an affiliate of Associated Wholesalers. In return, the
company is required to drop the lawsuit it filed against Mr. Gercak
and the insurance firm.
About Associated Wholesalers
Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products. AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States. AWI is owned by its 500 retail
members, who in turn operate supermarkets. AWI had 1,459
employees.
White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area. The company traces its origins
to 1886, when brothers Joseph and Sigel Seeman founded Seeman
Brothers & Doremus to provide grocery deliveries throughout New
York City. White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey. White
Rose has 777 employees.
Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers. The Debtors were granted joint administration of
their Chapter 11 cases for procedural purposes, under the lead case
of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092.
As of the Petition Date, the Debtors owed the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest. The Debtors
estimate trade debt of $72 million. AWI Delaware disclosed $11,440
in assets and $125,112,386 in liabilities as of the Chapter 11
filing.
Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors
to the Debtors, Lazard Middle Market is serving as financial
advisor, and Carl Marks Advisors is serving as restructuring
advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as
chief restructuring officer. Epiq Systems serves as the claims
agent.
The Official Committee of Unsecured Creditors is represented by
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware; and Mark T. Power, Esq.,
and Christopher J. Hunker, Esq., at Hahn & Hessen LLP, in New York.
The Committee also has retained Capstone Advisory Group, LLC,
together with its wholly-owned subsidiary Capstone Valuation
Services, LLC, as its financial advisors.
The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers to sell
substantially all of its assets, including their White Rose grocery
distribution business, to C&S Wholesale Grocers, Inc. The C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18.1 million and $152 million, plus other
liabilities, which amount is valued at $194 million. C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.
Associated Wholesalers, which changed its name to AWI Delaware,
Inc., prior to the approval of the sale. AWI Delaware notified the
Bankruptcy Court on Nov. 12, 2014, that closing occurred in
connection with the sale of their assets to C&S. AWI Delaware then
changed its name to ADI Liquidation, Inc., following the closing of
the sale.
BARRY HALAJIAN: Jailed for Faking Liens to Harass Bankr. Judges
---------------------------------------------------------------
Kurt Orzeck at Bankruptcy Law360 reported that a California federal
judge on Feb. 24, 2016, handed down a yearlong prison sentence to a
man who allegedly financially harassed two federal bankruptcy
judges by filing false liens against them after he filed for
Chapter 7 and Chapter 9. U.S. District Judge Stanley A. Bastian
ordered Barry Halajian to 12 months and one day in prison after
authorities said he listed two federal bankruptcy judges in the
Eastern District of California as debtors and himself as the
secured party.
BERNARD L. MADOFF: Convicted Ex-Aides Want Longer Circuit Hearing
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reported that five former
employees of Bernie Madoff's securities firm have asked the Second
Circuit for more time to present oral arguments as they appeal
criminal convictions over the massive Ponzi scheme, saying 15
minutes combined is not sufficient given the complexity of the
case. In a Feb. 22, 2016 court filing, a lawyer for one of the
former Madoff aides argued that the defendants should be allotted a
total of 50 minutes to present arguments during the March 29
hearing in Manhattan court.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of December
2015, the SIPA Trustee has recovered more than $10.91 billion and
has distributed approximately $9.16 billion, including $833
million in committed advances from the Securities Investor
Protection
Corporation (SIPC).
BERNARD L. MADOFF: Trustee Says Atty Violated Order Over Subpoenas
------------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the trustee
overseeing the liquidation of Bernie Madoff's securities firm is
seeking to hold an attorney who is defending former customers from
clawback suits in contempt for allegedly violating a court order
that prevented her from contacting banks about subpoenas for her
clients' records, according to documents filed on Feb. 26, 2016, in
New York bankruptcy court. Counsel representing trustee Irving
Picard said in a letter to U.S. Bankruptcy Judge Stuart Bernstein
that attorney Helen Chaitman emailed Capital One Bank's outside
counsel at Morrison & Foerster LLP "in a direct effort to obstruct
the bank's compliance with subpoenas issued" in two adversary
lawsuits. Judge Bernstein has granted Picard's request to file a
motion for contempt.
The adversary cases are Picard v. Gertrude E. Elpern Revocable
Trust et. al, case number 1:10-ap-04327, and Picard v. Herbert
Barbanel et al., 1:10-ap-4321, in the U.S. Bankruptcy Court for the
Southern District of New York.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers
of BLMIS are in need of the protection afforded by the Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of December
2015, the SIPA Trustee has recovered more than $10.91 billion and
has distributed approximately $9.16 billion, including $833
million
in committed advances from the Securities Investor Protection
Corporation (SIPC).
BIOSCRIP INC.: Moody's Cuts Corporate Family Rating to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service downgraded BioScrip, Inc.'s Corporate
Family Rating to Caa2 from Caa1 and Probability of Default Rating
to Caa2-PD from Caa1-PD. Moody's also downgraded the ratings on the
company's senior secured credit facilities to Caa1 from B2, and
senior unsecured notes' rating to Caa3 from Caa2. Concurrently, the
company's Speculative Grade Liquidity Rating of SGL-4 was affirmed.
The rating outlook is stable.
The downgrade of the Corporate Family Rating reflects the
deterioration of the company's financial metrics, and Moody's view
that the company will face challenges in achieving cost reductions
and financial improvement targets over the next 12 to 18 months. As
a result, while Moody's expects modest improvement to the
BioScrip's near-term operating performance, the company's credit
metrics and liquidity position will remain constrained.
Additionally, Moody's has concerns about the sustainability of the
company's capital structure given its significant debt load and
related interest burden.
Following is a summary of Moody's rating actions:
BioScrip, Inc.:
Ratings downgraded:
Corporate Family Rating, to Caa2 from Caa1
Probability of Default Rating, to Caa2-PD from Caa1-PD
Senior secured revolving credit facility, to Caa1 (LGD 3) from B2
(LGD 2)
Senior secured first lien term loans, to Caa1 (LGD 3) from B2 (LGD
2)
Senior unsecured notes, to Caa3 (LGD 5) from Caa2 (LGD 5)
The following rating was affirmed:
Speculative Grade Liquidity Rating, at SGL-4
The rating outlook is stable.
RATINGS RATIONALE
BioScrip's Caa2 Corporate Family Rating reflects the company's very
high financial leverage, negative free cash flow and very weak
interest coverage. The ratings consider the longer-term risks
associated with the substantial portion of BioScrip's revenue
derived from Medicare, Medicaid and other government-sponsored
healthcare programs, representing roughly one-quarter of BioScrip's
revenue base. In addition, Moody's has concerns around the
company's liquidity and the sustainability of the capital structure
given its significant debt load and related interest burden,
including the potential for a distressed exchange. BioScrip has
stated that it is reviewing a range of strategic alternatives,
which could include a possible sale or merger of the company. The
ratings are supported by BioScrip's considerable scale and market
position within the highly fragmented market for home infusion
services, with favorable industry dynamics including the aging
population, rising prevalence of chronic disease, and the expansion
of coverage post-ACA ("Affordable Care Act"). In addition, we
expect EBITDA margins to modestly improve due to a number of
cost-cutting initiatives and a mix shift in the direction of more
profitable core therapies.
The rating outlook is stable, and incorporates Moody's concerns
regarding the sustainability of the company's capital structure,
despite modest margin expansion and reduction of leverage due to
cost savings and focus on growing higher margin therapies. The
stable outlook incorporates our expectation that the company's
liquidity profile does not further deteriorate.
A downgrade could occur if Moody's expects free cash flow to remain
negative on a sustained basis, or if the company's liquidity
profile materially weakens.
Moody's would consider an upgrade if the company successfully
improves margins and grows EBITDA such that adjusted debt to EBITDA
is significantly reduced and positive free cash flow is expected to
be sustained.
Headquartered in Elmsford, New York, BioScrip, Inc. is a national
provider of home infusion services. The company's clinical
management programs and services provide access to prescription
medications for patients with chronic and acute healthcare
conditions, including gastrointestinal abnormalities, infectious
diseases, cancer, pain management, multiple sclerosis, organ
transplants, bleeding disorders, rheumatoid arthritis, immune
deficiencies and heart failure. As of November 2015, BioScrip had a
total of 70 service locations across 28 states. For fiscal year
2015, and prior to the transition of certain non-core chronic
infusion therapies to various alliance pharmacy providers, BioScrip
reported net revenues of $982 million.
BMB MUNAI: Amends Current Report with SEC in Response to Comments
-----------------------------------------------------------------
BMB Munai, Inc., filed an amendment to its current report on Form
8-K filed with the Securities and Exchange Commission on Nov. 23,
2015, in response to comments from the staff of the SEC. In
response to staff comments, the Company agreed to amend the
Original 8-K to, among other things:
(i) present a statement of operations and a statement of cash
flows for the period from Aug. 25, 2014 (inception) to
Sept. 30, 2014, in accordance with Rule 8-03 of Regulation
S-X;
(ii) update the Management's Discussion and Analysis to
incorporate the periods from inception to Sept. 30, 2014;
(iii) disclose that in December 2015, FFIN applied for membership
in FINRA and commenced the broker-dealer registration
process with the SEC;
(iv) provide additional disclosure clarifying BMBM status as a
"controlled company" as a result of Mr. Turlov's
acquisition of 80.1% of the outstanding common stock of
BMBM, and that as a result of his ownership, and his
positions as chief executive officer and chairman of the
board of directors, Mr. Turlov has control over decision
making for BMBM; and
(v) provide additional information regarding the Cyprus entity
through which Freedom RU and Freedom KZ currently clear
transactions in US securities, and clarify that FFIN still
needs to enter into a clearing agreement with a US licensed
clearing broker.
In the amendment the Company has also corrected the address of BMBM
and clarified information regarding the BMBM and FFIN offices,
corrected, in one place in the Original 8-K, a numerical error in
the number of outstanding shares after giving effect to the FFIN
acquisition, corrected an error in the calculation of the
devaluation of the Kazakhstan tenge against the US dollar during
the period from June 2014 to November 2015 and revised the
disclosure regarding "Significant Employees and Consultants" to
remove the biographical information of Todd Groskreutz and provide
biographical information for Holly Peck. Mr. Grozkreutz terminated
his employment with FFIN to pursue other opportunities effective
Feb. 26, 2016. Ms. Peck's employment with FFIN commenced on March
1, 2016.
A copy of the Form 8-K/A is available for free at:
http://is.gd/7lD44M
About BMB Munai
BMB Munai, Inc., is engaged in oil and natural gas exploration and
production through Emir Oil LLP, which was sold to a third party
entity in 2011. The Company has been focused on satisfying its
post-closing undertakings in connection with the sale of Emir Oil,
winding down its operations in Kazakhstan and exploring oil and
gas opportunities.
BMB Munai reported a net loss of $18,800 on $0 of revenues for the
year ended March 31, 2015, compared with a net loss of $1.6 million
on $0 of revenues for the year ended March 31, 2014.
Eide Bailly LLP, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2015, citing that BMB Munai, Inc. has no continuing
operations that result in positive cash flow. This situation
raises substantial doubt about its ability to continue as a going
concern.
BOMBARDIER INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
long-term corporate credit rating on Montreal-based Bombardier Inc.
The outlook is negative.
At the same time, Standard & Poor's affirmed its 'B' issue-level
rating on the company's senior unsecured debt. The recovery rating
on the debt is unchanged at '4', indicating S&P's expectation for
average (30%-50%; lower half of the range) recovery in the event of
a default.
Standard & Poor's also affirmed its 'CCC' global scale and 'P-5'
Canada scale ratings on the company's preferred stock.
"We base the affirmation on the company's pro forma liquidity,
which provides significant financial flexibility through at least
2017 as the company pursues multiple strategies to improve
profitability," said Standard & Poor's credit analyst Aniki
Saha-Yannopoulos.
"We are affirming the ratings on Bombardier mainly due to the
recent improvement in its liquidity position, but maintaining our
negative outlook. We are forecasting weaker revenues and EBIT for
the next two years, including a higher cash flow deficit, due to
the reset of the Global 5000 and 6000 production rates, weaker
aerospace end-markets, and the ramp up of the C-Series. The
company continues to face material risks associated with the
C-Series program that are incorporated in the rating, including
cost-overruns, launch delays, and demand that ultimately may be
below levels required to support the economics of the aircraft.
However, we expect 2016 to be the transition year, with the company
focused on multiple strategies across businesses to enhance overall
operating performance," S&P said.
The ratings on Bombardier reflect what S&P views as the company's
fair business risk profile and highly leveraged financial risk
profile. S&P's ratings take into consideration the company's
leading market positions in the transportation and business
aircraft segments, as well as Bombardier's product range and
diversity. These positives are offset, in part S&P believes, by
the continued risk associated with Bombardier's production ramp-up
of the C-Series jet, high leverage, and declining profitability in
both the aerospace and transportation divisions.
Bombardier manufactures transport equipment worldwide. It operates
in two distinct industries: aerospace and rail. The company's
business risk profile is supported by Bombardier's position as a
market leader globally in rail, especially in Europe (considered
the largest market for rail), as well as the company having a
healthy market share in multiple business jet and the commercial
jet segments.
The negative outlook reflects S&P's view that in spite of
Bombardier's improved liquidity, it does not address the underlying
concerns about the company's soft end-markets and risks associated
with the production ramp-up of the C-Series. S&P expects the
company to face a US$1.0 billion-US$1.3 billion cash flow deficit
through the end of 2016, which could be higher if the company fails
to meet its operational targets. S&P expects the company to face
significant execution risks as it improves profitability as well as
production and cost risks associated with the C-Series.
S&P could lower its ratings on Bombardier if the company is
unsuccessful in its enhancement programs such that S&P expects
margins will continue to deteriorate leading to free cash flow
shortfall higher than C$1.3 billion in 2016, causing S&P to
reassess the company's business risk profile. In this scenario,
S&P would expect to lower the company's business risk profile and
ratings. In addition, S&P could also lower the ratings following a
reassessment of the company's competitive position, either because
of underperformance in the C-series program or weakness in the
various end markets.
A stable outlook would be contingent on Bombardier being able to
place the C-Series into service and demonstrate its operating
merit, effectively removing the execution and cost risk associated
with the program, combined with an improving order backlog, as well
as visibility of sustained margin improvement and free cash flow.
S&P views any positive rating action unlikely in the next 12 months
due to the reduced margins and negative free cash flow forecasted
under S&P's base-case scenario.
BOOMERANG SYSTEMS: Objects to Parking Source Claims
---------------------------------------------------
Boomerang Systems, Inc., filed (1) an objection to (A) Proof of
Claim Nos. 51-54 (the "LSA Claims") filed by Law Debenture Trust
Company of New York to the extent they are asserted on behalf of
Parking Source, LLC and (B) Proof of Claim Nos. 60-63 filed by
Parking Source ("Litigation Claims"); and a motion (ii) to
temporarily allow the Parking Source Claims but estimate them at
zero for plan voting purposes.
The Parking Source Claims pertain to (A) an alleged repayment
obligation under that certain Loan and Security Agreement (with all
amendments thereto, the "LSA") by and between the Debtors, the
lenders party thereto and Parking Source dated June 6, 2013, and
(B) counterclaims in a law suit initiated by the Debtors in the
United States District Court for the Southern District of New York
regarding the same (the "Parking Source Suit"). The Parking Source
Claims, however, are worthless and completely without merit. By
refusing to fund the Debtors critical financing at crucial moments
in breach of the LSA, Parking Source intentionally and maliciously
crippled the Debtors' operations, effectively forcing the Debtors
to enter into these bankruptcy proceedings. Parking Source's
breach of the LSA caused significant, foreseeable losses to the
Debtors. Thus, Parking Source is liable to the Debtors for these
losses, which exceed $25 million.
Accordingly, the Debtors (i) object to the Parking Source Claims,
as they should ultimately be discounted entirely, and (ii) seek to
temporarily allow the Parking Source Claims but estimate them at
zero for plan voting purposes.
On Nov. 18, 2015, the Court entered an order approving a
stipulation that permitted Law Debenture to file a master proof of
claim against the Debtors on behalf of itself and all lenders under
the LSA, including Parking Source. Law Debenture filed Claim
Numbers 51-54, asserted in the amount of $15,620,411, consisting of
a principal amount of $13,350,000 and accrued interest of
$2,270,411. The portion of the LSA Claims asserted by Law
Debenture on behalf of Parking Source was $3,730,700, consisting of
a principal amount of $3,000,000 and accrued interest of $730,700.
On Aug. 18, 2015, the Debtors commenced the Parking Source Suit,
alleging that Parking Source intentionally and maliciously crippled
the Debtors' operations by denying the Debtors critical financing
at crucial moments, effectively forcing the Debtors to enter into
the bankruptcy proceedings and ensuring the Debtors' demise.
Parking Source's conduct amounts to a breach of the LSA and, under
the explicit terms of the LSA, Parking Source is a "Defaulting
Lender” as defined therein. On Oct. 13, 2015, in its answer,
Parking Source asserted various breach of contract counterclaims.
On November 18, 2015, Parking Source filed Claim Nos. 60-63 against
the Debtors. On November 30, 2015, the Debtors and Parking Source
stipulated and agreed to stay the Parking Source Suit throughout
the pendency of these bankruptcy proceedings.
Counsel to Debtors:
HOGAN MCDANIEL
Wilmington, Delaware
Garvan F. McDaniel, Esq.
1311 Delaware Avenue
Wilmington, DE 19806
Tel: (302) 656-7540
Fax: (302) 656-7599
- and -
SULLIVAN & WORCESTER LLP
Jeffery R. Gleit, Esq.
1633 Broadway
New York, NY 10019
Tel: 212-660-3043
Fax: 212-660-3001
Counsel for the
About Boomerang Systems
Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.
Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.
The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent. In addition, the Company has retained the law
firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP
in the U.S. and Bennett Jones in Canada. Richards Layton & Finger,
P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey
Capital, Inc., is serving as financial advisor. Garden City Group
Inc. is the claims and noticing agent.
The Creditors Committee tapped A. M. Saccullo Legal, LLC as
attorneys.
* * *
Boomerang Systems Inc. and the Creditors Committee on Jan. 20,
2016, filed a Combined Disclosure Statement and Plan of
Liquidation. The Debtors also filed a motion to sell substantially
all assets at an auction slated for March 23, 2016. The Debtors
are in negotiations for Game Over Technologies, Inc., to serve as
stalking horse bidder at the auction. A hearing to consider
confirmation of the Plan is slated for March 9, 2016.
BOWHUNT AMERICA: Few Creditors Willing to Serve on Committee
------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the District of Colorado that there are "too
few" creditors who are willing to serve on the official committee
of unsecured creditors in the Chapter 11 case of Bowhunt America,
LLC.
About Bowhunt America
Bowhunt America, LLC, filed a Chapter 11 petition (Bankr. D. Colo.,
Case No. 16-10549) on January 25, 2016. The Debtor is represented
by Jackson Kelly PLLC.
BUILDERS FIRSTSOURCE: Reports Q4 and Fiscal Year 2015 Results
-------------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $22.8 million on
$3.56 billion of sales for the year ended Dec. 31, 2015, compared
to net income of $18.2 million on $1.60 billion of sales for the
year ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $2.88 billion in total assets,
$2.73 billion in total liabilities and $149 million in total
stockholders' equity.
Total liquidity at Dec. 31, 2015, was $684 million, consisting of
net borrowing availability under its revolving credit facility and
cash on hand.
The company paid down $75 million on its revolving credit facility
during the fourth quarter, driven by changes in seasonal working
capital and positive cash flow.
Commenting on the company's results, Builders FirstSource CEO Floyd
Sherman said, "We grew adjusted EBITDA by 14 percent, or $9
million, in the quarter, and by 22 percent, or $56 million, in the
year versus 2014. We were able to achieve these positive results
despite the negative impact of commodity deflation on our sales.
Average market prices for framing lumber fell approximately 13
percent in 2015, with the largest impact on our sales occurring in
the fourth quarter. As a result, our 2015 pro forma lumber and
lumber sheet good sales, excluding closed locations, were down 6
percent for the year. However, our pro forma value-added sales of
prefabricated components, windows & doors, and millwork increased 5
percent versus 2014. Absent commodity deflation, our sales volume
growth in the fourth quarter in new residential construction of 8.1
percent and repair and remodel of 3.8 percent was in line with the
U.S. single family and repair and remodel market growth for the
quarter. From a single-family housing starts perspective, the
Census Bureau reported fourth quarter 2015 national starts
increased 8.5 percent compared to the fourth quarter of 2014.
HIRI/HIS expect fourth quarter R&R market growth to be
approximately 4 percent.
Mr. Sherman added, "I am more confident than ever that the
combination of Builders FirstSource and ProBuild will drive
significant value for our customers and stockholders. We have a
defined roadmap to achieve $100-120 million of annualized cost
savings within two years of the Closing Date, and believe we will
realize between $60-70 million in 2016 before one time integration
costs. We have created a more diversified company with enhanced
scale and an improved geographic footprint, which allows for better
customer reach and less exposure to any one market. By way of
example, our exposure to the energy-dependent Houston market only
represented 4.5% of the company's pro forma sales in 2015."
Chad Crow, Builders FirstSource President and CFO, commented, "We
remain committed to growing our business in a profitable manner, as
evidenced by the approximately 150 basis point expansion in our pro
forma gross margin percentage and the approximately 70 basis point
adjusted EBITDA margin growth we achieved this quarter. We are
also focused on reducing our absolute level of debt, and as of
year-end, have paid down the revolving credit facility to $60
million. While we expect to borrow under our revolving credit
facility for seasonal working capital and other operating needs, we
expect to pay down additional debt in 2016. This was the first
step in our multi-year plan to de-lever the balance sheet through
cost savings realization, earnings expansion, disciplined ongoing
capital expenditures, utilization of our tax assets, and
opportunistic capital markets transactions.
Mr. Crow commented further, "I am very pleased with the progress we
have made to date on integrating our company. All aspects of the
integration, including system conversions, G&A rationalization,
procurement negotiations, and facility consolidations, are now in
full swing and are progressing as planned. To date, we have
converted 16 locations onto our Builder's proprietary ERP,
including the key Dallas/Ft Worth market, with minimal disruptions
or issues."
Concluding, Mr. Sherman added, "I remain very positive about the
future of Builders FirstSource. While global macro-economic unease
has recently weighed on the homebuilding outlook, I believe our
industry remains on a trajectory of steady but positive growth. We
expect to grow profitably and realize our synergy cost savings.
Our company is well positioned to be the building supply company of
choice for builders around the country thanks to our geographic
reach, enhanced product offerings, national manufacturing
capabilities, and superior customer service. Our focus will be to
leverage our national scale and sales capability to grow faster
than the market with a focus on profitable growth and value added
products. We have demonstrated our ability to reduce debt again
this quarter, and are committed to continuing to reduce leverage
through annual cash flow generation. Our integration efforts with
ProBuild are progressing as expected, and I attribute this success
to the great associates I have the pleasure to work with every day.
To all associates, I say "Thank you". I remain convinced that the
combination of Builders FirstSource and ProBuild will create value
for our shareholders and customers alike in the years to come."
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction. The Company operates 56 distribution centers and 56
manufacturing facilities in nine states, principally in the
southern and eastern United States. Manufacturing facilities
include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and
pre-hung doors. Builders FirstSource also distributes windows,
interior and exterior doors, dimensional lumber and lumber sheet
goods, millwork and other building products.
* * *
As reported by the TCR on July 15, 2015, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Builders
FirstSource Inc. to 'B+' from 'B'.
"The stable outlook reflects our view that Builders FirstSource
will continue to increase sales and EBITDA as U.S. residential
construction continues to recover from an historic downturn and the
company realizes significant synergies from the merger. As a
result, we expect some improvement in the company's leverage
measures over the next 12 to 24 months while it maintains adequate
liquidity," said Standard & Poor's credit analyst Pablo Garces.
In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource's Corporate Family Rating to 'B3'
from 'Caa1'. The upgrade reflects Moody's expectation that BLDR's
operating performance will continue to benefit from improved
housing construction, repair and remodeling.
CAESARS ENTERTAINMENT: Gets $7B Note Guarantee Suits Paused
-----------------------------------------------------------
Jody Godoy at Bankruptcy Law360 reported that an Illinois
bankruptcy judge granted a request by Caesars Entertainment on Feb.
26, 2016, to pause two suits by note trustees against Caesar's
bankrupt operating unit, saying that suits seeking to recover on
the $7.1 billion in notes could send Caesars into a bankruptcy of
its own. With a little over two weeks to go before trials in the
two cases, U.S. Bankruptcy Judge A. Benjamin Goldgar told indenture
trustees UMB NA and BOKF NA that they would have to wait until
either May 9 or 60 days.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and
the Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Caesars Entertainment Operating
Company (CEOC). These actions follow CEOC's Chapter 11 filing on
Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings
or analytical coverage for CEOC.
In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reason.
CARDIAC SCIENCE: Plan Filing Exclusivity Extended to April 30
-------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin extended, at the behest of CS Estate,
Inc., fka Cardiac Science Corporation, the Debtor's plan filing
exclusivity period until April 30, 2016, and its solicitation
exclusivity period until June 30, 2016.
The Debtor may seek further extension of the Filing Exclusivity
Period; provided, however, that, with respect to the Official
Committee of Unsecured Creditors only, in no event will the Filing
Exclusivity Period extend beyond May 15, 2016. The Debtor may seek
further extension of the Filing Exclusivity Period; provided,
however, that, with respect to the Committee only, in no event will
the Filing Exclusivity Period extend beyond July 15, 2016.
On Jan. 29, 2016, the Debtor requested the Court to extend the
expiration of the Filing Exclusivity Period from Feb. 17, 2016, to
May 17, 2016, and the expiration of the Solicitation Exclusivity
Period from April 17, 2016, to July 17, 2016, saying in a motion
filed with the Court that the nature and size of its business
further adds to the complexity of the case. The Debtor wholly owns
six foreign subsidiaries and is the majority owner of a joint
venture in China. In addition to its daily activities during this
Chapter 11 proceeding, the Debtor devoted significant time to
various critical and exigent matters, including: (a) responding to
customer, supplier, creditor, and employee inquiries about the
Debtor's commencement of this case; (b) negotiating with and
responding to due diligence and meeting requests from certain
significant creditor constituencies, including the Official
Committee of Unsecured Creditors, and their respective legal and
financial advisors; (c) negotiating with and responding to due
diligence and other requests from the U.S. Trustee; (d) conducting
two product recalls to comply with the FDC regulations for
reporting and notice; and (e) preparing, negotiating and, in some
cases, litigating various motions filed in the case.
Several of the Debtor's largest suppliers demanded renegotiation of
their supply agreements, while others refused to deliver their
products until the closing of the Jan. 25, 2016 sale of the
Debtor's assets. This process was further complicated by the fact
that one of the Debtor's main competitors, ZOLL Medical
Corporation, was an active participant in the sales process.
The Debtor managed to finalize the sale of substantially all of its
assets. In addition, the Debtor and its professionals were able
to, among other things: (a) prepare and file the schedules of
assets and liabilities and statement of financial affairs for the
Debtors; (b) obtain entry of interim and final DIP orders; (c)
handled numerous creditor claims, contingencies and demands; and
(d) successfully work with key suppliers to keep the Debtor's
supply chain intact.
About Cardiac Science
Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation
develops, manufactures and sells a variety of advanced diagnostic
and therapeutic cardiology devices and systems, including automated
external efibrillators, hospital defibrillators and related
products and consumables.
Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D.
Wis. Case No. 15-13766) on Oct. 20, 2015. The petition was signed
by Michael Kang as chief restructuring officer.
Judge Robert D. Martin presides over the case.
The Debtor disclosed total assets of $45,335,596 plus an
undetermined amount and $104,715,678 plus an undetermined amount as
of the Chapter 11 filing. Celestica Electronics (M) SDN BHD is the
Debtor's largest unsecured creditor holding a claim of $2.5
million. CFS 915 LLC is the largest creditor of the Debtor, and
its $87 million prepetition loan is secured by substantially all of
the Debtor's assets. CFS has agreed to provide $10 million in
postpetition financing for the Debtor.
The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy
counsel, Livingstone Partners LLC as investment banker and Garden
City Group, LLC as notice and claims agent.
In October 2015, the Office of the U.S. Trustee appointed seven
creditors to the official committee of unsecured creditors. The
committee is represented by Freeborn & Peters LLP.
* * *
The Debtor on Jan. 8, 2016 won approval from the Bankruptcy Court
to sell substantially all of its assets to CFS 915 LLC. The sale
closed on Jan. 25. As required by the parties Asset Purchase
Agreement, the Debtor changed its name from "Cardiac Science
Corporation" to "CS Estate, Inc." The Debtor filed a corresponding
motion to amend the case caption to reflect the name change.
CCNG ENERGY: Has Until May 10 to Decide on Unexpired Leases
-----------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas extended, at the behest of CCNG Energy
Partners, LP, et al., the Debtors' deadline to assume or reject any
unexpired leases of nonresidential real property until the earlier
of May 10, 2016.
The Debtors have numerous unexpired leases of nonresidential real
property. The Leases primarily consist of saltwater disposal
leases, office leases, and easements. In a motion filed on Jan.
27, 2016, the Debtors assured the Court that taken as a whole, the
Leases are essential to the Debtors' business operations. Most of
the Leases are saltwater disposal leases, without which debtors
Trinity Environmental SWD, LLC and Trinity Environmental Catarina
SWD, LLC, cannot provide services to their customers. The Leases
are numerous, and each one will need to be evaluated on an
individual basis, the Debtors stated.
The Debtors said in their motion that they are current on their
payments due under the Leases, thus, the lessors are not being
harmed by the Debtors' continued operation of the Leases.
About CCNG Energy
CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners GP,
L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity
Environmental Catarina SWD, L.L.C., Trinity Environmental Titan
Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity
Environmental Services, L.L.C. (collectively, the "Operating
Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The
petition was signed by Daniel B. Porter as CEO of General Partner.
All of the Debtors' operations are performed by the Operating
Subsidiaries.
The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.
Taube Summers Harrison Taylor Meinzer Brown LLP serves as the
Debtors' counsel.
Judge Ronald B. King is assigned to the case.
The Debtors are engaged in the disposal of produced saltwater and
waste from the exploration and production of oil and gas.
In 2015, the Office of the U.S. Trustee appointed six creditors to
the official committee of unsecured creditors. The creditors are
Sun Coast Resources Inc., KBK Industries, Sabine Storage &
Operations Inc., Cambrian Management Ltd., WLP Oilfield Services,
and Dolphin Services & Chemicals LLC.
CHAMPION INDUSTRIES: Names Adam Reynolds Chief Executive Officer
----------------------------------------------------------------
Adam M. Reynolds, age 33, was appointed president and chief
executive officer of Champion Industries, Inc., effective March 1,
2016, as disclosed in a Form 8-K report filed with the Securities
and Exchange Commission. He succeeded his uncle, Marshall T.
Reynolds, in this position. Mr. Marshall Reynolds will remain the
Company's Chairman of the Board of Directors.
Mr. Reynolds brings a diverse and intimate knowledge of the
Company's operations to the principal executive position and has
been with the Company since 2006 serving in various capacities
including assistant to the Company's former president and chief
operating officer (2006 - 2013), division manager of the Company's
Champion Graphic Communications division in Baton Rouge, LA (2013 -
2015), and, more recently, division manager of the Company's
Chapman Printing division in Parkersburg, WV in concurrence with
the Director of Information Technology. Mr. Reynolds holds a
degree in finance from Virginia Tech University.
About Champion Industries
Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River. The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.
Champion Industries reported a net loss of $1.19 million on $61.28
million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $1.13 million on $63.52 million of total
revenues for the year ended Oct. 31, 2014.
As of Oct. 31, 2015, the Company had $22.92 million in total
assets, $20.91 million in total liabilities and $2.01 million in
total shareholders' equity.
As of Oct. 31, 2015, the Company had a $0.5 million book cash
balance. Working capital as of Oct. 31, 2015, was $1.8 million.
The working capital includes $2.5 million of debt to a shareholder
that the Company intends to convert to Preferred Stock upon
approval by shareholders at its Annual Meeting of Shareholders
expected to be held March 21, 2016. Assuming this action is
approved, the Company's working capital at Oct. 31, 2015, would be
$4.3 million.
CLIFFS NATURAL: Enters Into 1.5 Lien Notes Indenture
----------------------------------------------------
Cliffs Natural Resources Inc., on March 2, 2016, entered into an
indenture among the Company, the guarantors party thereto and U.S.
Bank National Association, as trustee and notes collateral agent,
relating to the issuance by the Company of $218,545,000 aggregate
principal amount of 8.000% 1.5 Lien Senior Secured Notes due 2020.
The 1.5 Lien Notes were issued on March 2, 2016 in exchange offers,
which were exempt from the registration requirements of the
Securities Act of 1933, for certain of the Company's existing
senior notes. The 1.5 Lien Notes have not been and will not be
registered under the Securities Act, and may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act.
The 1.5 Lien Notes bear interest at a rate of 8.000% per annum.
Interest on the 1.5 Lien Notes is payable semi-annually in arrears
on March 31 and September 30 of each year, commencing on Sept. 30,
2016. The 1.5 Lien Notes mature on Sept. 30, 2020, and are secured
senior obligations of the Company. The 1.5 Lien Notes are jointly
and severally and fully and unconditionally guaranteed on a senior
secured basis by substantially all of the Company's material
domestic subsidiaries and are secured (subject in each case to
certain exceptions and permitted liens) on (a) a junior
first-priority basis by the notes collateral of the Company, which
secures the Company's 8.250% senior first lien notes due 2020
obligations on a senior first-priority basis, the Company's 7.750%
senior second lien notes due 2020 obligations on a second-priority
basis and the Company's senior secured asset-based revolving credit
facility dated March 30, 2015, obligations on a third-priority
basis, and (b) a junior second-priority basis by the ABL collateral
of the Company, which secures the Company's ABL obligations on a
first-priority basis, the First Lien Notes obligations on a senior
second-priority basis and the Second Lien Notes obligations on a
third-priority basis.
The terms of the 1.5 Lien Notes are governed by the 1.5 Lien Notes
Indenture. The 1.5 Lien Notes Indenture contains customary
covenants that, among other things, limit the Company's and its
subsidiaries' ability to incur certain secured indebtedness, create
liens on principal property and the capital stock or debt of a
subsidiary that owns a principal property, use proceeds of
dispositions of collateral, enter into certain sale and leaseback
transactions, merge or consolidate with another company and
transfer or sell all or substantially all of the Company's assets.
Upon the occurrence of a "change of control triggering event," as
defined in the 1.5 Lien Notes Indenture, the Company is required to
offer to repurchase the applicable series of 1.5 Lien Notes at 101%
of the aggregate principal amount thereof, plus any accrued and
unpaid interest, if any, to, but excluding, the repurchase date.
The Company may redeem any of the 1.5 Lien Notes beginning on Sept.
30, 2017. The initial redemption price is 104.000% of their
principal amount, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. The redemption price will decline
after Sept. 30, 2017, and will be 100% of their principal amount,
plus accrued interest, beginning on Sept. 30, 2019. The Company
may also redeem some or all of the 1.5 Lien Notes at any time and
from time to time prior to Sept. 30, 2017, at a price equal to 100%
of the principal amount thereof plus a "make-whole" premium, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date. In addition, at any time and from time to time on
or prior to Sept. 30, 2017, the Company may redeem in the aggregate
up to 35% of the original aggregate principal amount of the 1.5
Lien Notes (calculated after giving effect to any issuance of
additional 1.5 Lien Notes) with the net cash proceeds from certain
equity offerings, at a redemption price of 108.000%, plus accrued
and unpaid interest, if any, to, but excluding, the redemption
date, so long as at least 65% of the original aggregate principal
amount of the 1.5 Lien Notes (calculated after giving effect to any
issuance of additional 1.5 Lien Notes) issued under the 1.5 Lien
Notes Indenture remain outstanding after each such redemption.
The 1.5 Lien Notes Indenture contains customary events of default,
including failure to make required payments, failure to comply with
certain agreements or covenants, failure to pay or acceleration of
certain other indebtedness, certain events of bankruptcy and
insolvency and failure to pay certain judgments. An event of
default under the 1.5 Lien Notes Indenture will allow either the
Trustee or the holders of at least 25% in aggregate principal
amount of the then-outstanding 1.5 Lien Notes issued under the 1.5
Lien Notes Indenture to accelerate, or in certain cases, will
automatically cause the acceleration of, the amounts due under the
applicable series of 1.5 Lien Notes.
About Cliffs Natural Resources
Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company. The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota. Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama. Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada. Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.
On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada). The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.
Cliffs Natural reported a net loss attributable to Cliffs common
shareholders of $788 million on $2.01 billion of revenues for the
year ended Dec. 31, 2015, compared to a net loss attributable to
Cliffs common shareholders of $7.27 billion on $3.37 billion of
revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Cliffs had $2.13 billion in total assets,
$3.94 billion in total liabilities and a total deficit of $1.81
billion.
* * *
As reported by the TCR on Feb. 1, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on
Cleveland-based iron ore producer Cliffs Natural Resources Inc. to
'CC' from 'B'. The rating action reflects Cliffs' Jan. 27, 2016,
announcement of a private debt exchange offer for its second-lien
and senior unsecured debt.
The TCR reported on Jan. 8, 2016, that Moody's Investors Service
downgrade Cliffs Natural Resources Inc. Corporate Family Rating and
Probability of Default Rating to Caa1 and Caa1-PD from B1 and B1-PD
respectively. The downgrade reflects the deterioration in the
company's debt protection metrics and increase in leverage as a
result of continued downward movement in iron ore prices and weak
fundamentals in the US steel industry, which are resulting in lower
shipment levels.
CLOUDEEVA INC: FTI's Plea to Compel Sale Order Enforcement Denied
-----------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey denied on March 3, 2016, First Tek, Inc.'s
motion to compel enforcement of sale order and release of funds
held by the Chapter 11 Trustee of Cloudeeva, Inc., and for
enforcement of expenses.
On Feb. 5, 2016, FTI sought court order compelling (i) the
enforcement of the order confirming the asset purchase agreement
and related auction and authorizing and approving the sale of
purchased assets to FTI free and clear of liens and other interests
and assumption and assignment of executory contracts and unexpired
leases dated April 9, 2015, and compliance therewith by the Chapter
11 Trustee; (ii) the release of certain funds related thereto; and
(iii) an award of enforcement expenses. A copy of the motion is
available for free at http://is.gd/VxEDfB
As reported by the Troubled Company Reporter on May 29, 2015,
Sherri Toub, writing for Bloomberg News, reported that after
several rounds of bidding at auction, FTI's $7.55 million cash bid
emerged as the highest and best offer for most of the Debtor's
operating assets. The bankruptcy judge signed an order on April 9,
2015, approving the sale. The sale was scheduled to close on April
23, 2015.
By letter dated Jan. 20, 2016, FTI demanded that the Chapter 11
Trustee release certain sums in connection with the asset sale,
totaling $49,675.59. Despite demand, the Chapter 11 Trustee
refused to comply with the terms and conditions of the sale
documents and did not release the demand amount to FTI. In a
declaration dated Feb. 23, 2016 -- a copy of which is available for
free at http://is.gd/O216vP-- the Chapter 11 Trustee said that it
rejected FTI's demand because the funds due to and from FTI had
been resolved as part of the adjustment to the purchase price at
the closing, which proceeded in an extremely expeditious manner at
FTI's insistence so it could receive a $400,000 reduction in the
purchase price. Even though FTI received this extraordinary
$400,000 benefit, four months later it demanded more.
Richard B. Honig, as successor Chapter 11 Trustee, asked the Court
to deny the motion because FTI is not entitled to reimbursement of
health insurance premiums. The premiums were included as part of
the closing adjustments between FTI and the Debtor which were
negotiated and finalized at closing on April 10, 2015.
FTI took the position that, rather than being an item which should
have been adjusted at closing, the funds retained by the Debtor for
the employee portion of health insurance coverage are an account
receivable which was sold to FTI pursuant to the asset purchase
agreement. The funds were not collected from a third party at the
time of the payroll and that the funds were not an "account" upon
which the Debtor could collect, the Chapter 11 Trustee said. They
are not an asset of the Debtor to be transferred per the APA, the
Chapter 11 Trustee insisted.
Douglas G. Leney, Esq., at Archer&Greiner P.C., the attorney for
FTI, claimed in a letter sent to the Court dated Feb. 26, 2016 -- a
copy of which is available for free at http://is.gd/gbhL2i-- that
the Chapter 11 Trustee's opposition did not contest FTI's claim for
payment of the trade receivables, and that the Chapter 11 Trustee
indicated that he will pay those amounts. The opposition, Mr.
Leney stated, only objected to FTI's claim for payment on account
of the payroll receivable. Mr. Leney claimed that payroll records
for the Debtor appear to directly contradict the Chapter 11
Trustee's assertion that no funds were collected from employees
after closing.
About Cloudeeva, Inc.
Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services. The company provides information technology staffing
services to major clients and third party vendors in the United
States and India. The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.
Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn
C. Ferguson.
Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing. The Company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.
The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they later sought approval of Trenk, DiPasquale, Della
Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention
was not formally approved by order of the Court. The Debtors also
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as appellate
counsel. Kurtzman Carson Consultants LLC serves as claims and
noticing agent.
* * *
On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd.
BAPL asserted that the cases were not filed in good faith. The
Debtors subsequently filed an appeal challenging the dismissal of
their cases.
Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings. Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.
The Debtor filed a Plan of Reorganization and Disclosure Statement
on Oct. 7, 2014. The Plan will be funded by cash on-hand on the
Effective Date, cash revenues derived from the Debtors' continued
operations, and investment of $1.15 million from Cloudeeva India
Private Limited or their designee, along with their guarantee of
all payments to be made under Plan, in exchange for the equity of
the Reorganized Debtors, as agreed in the parties' Plan Support
Agreement.
That Plan was withdrawn in February 2015.
The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate. The trustee was represented by
Saul Ewing LLP. Richard B. Honig was later appointed as the
Chapter 11 successor trustee for Cloudeeva Inc.
COMSTOCK MINING: John Winfield Reports 29% Stake as of March 4
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, John V. Winfield reported that as of March 4, 2016, he
beneficially owns 46,960,467 Shares of common stock of Comstock
Mining Inc. representing 29 percent of the shares outstanding.
Also included in the filing are The InterGroup Corporation
(26,579,604 shares); Santa Fe Financial Corporation (13,421,138
shares; Portsmouth Square, Inc. (8,887,896 shares); and Northern
Comstock LLC (6,442,941 shares). A copy of the regulatory filing
is available for free at http://is.gd/7der9N
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss available to common
shareholders of $15.9 million on $18.5 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $13.3 million on $25.6 million of total
revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $43.2 million in total assets,
$24.5 million in total liabilities and $18.8 million in total
stockholders' equity.
COOPER COS: S&P Assigns 'BB+' Rating on New Loans
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Cooper Cos. Inc.'s $830 million term loan due 2021, $1 billion
revolving credit facility due 2021, $700 million loan due 2017, and
$300 million term loan due 2018. S&P assigned a recovery rating of
'3' to this debt, indicating its expectation for meaningful (50% to
70%; high end of the range) recovery in the event of a payment
default. The $1 billion revolving credit facility and $830 million
term loan are co-issued by CooperVision International Holding Co.
L.P. and Cooper Cos. Inc.
S&P expects the company to use proceeds to pay down amounts
outstanding on the revolver, the uncommitted line of credit, and a
portion of the $700 million term loan due Aug. 4, 2017, and for
general corporate purposes.
S&P's 'BB+' corporate credit rating on Cooper reflects S&P's
assessment of the company's business risk as fair and the financial
risk profile as intermediate. The outlook is stable.
The assessment of a fair business risk profile reflects Cooper's
good market position within the relatively consolidated contact
lens market and the breadth of the company's product lines
(including those of acquired Sauflon) along with an expanding
women's health segment. The business risk also reflects a
concentration in contact lenses (about 80% of revenues), and
competition from larger competitors who may have more capital
resources. S&P's business risk assessment also incorporates the
significant brand loyalty of end users and prescribing doctors.
S&P's assessment of financial risk reflects adjusted debt leverage
of about 2.5x for 2016, and S&P's expectation for leverage to
potentially remain between 2x and 3x, as the company balances debt
reduction initiatives with other objectives including capital
expenditures, acquisitions, and share repurchases.
RATINGS LIST
Cooper Cos. Inc.
Corporate Credit Rating BB+/Stable/--
New Ratings
Cooper Cos. Inc.
CooperVision International Holding Co. L.P.
Senior Unsecured
$830 Mil. Term Loan Due 3/1/2021 BB+
Recovery Rating 3H
$1 Bil. Revolver Due 3/1/2021 BB+
Recovery Rating 3H
Cooper Cos. Inc.
Senior Unsecured
$700 Mil. Term Loan Due 8/4/2017 BB+
Recovery Rating 3H
$300 Mil. Term Loan Due 9/12/2018 BB+
Recovery Rating 3H
COUPEVILLE RESERVE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the Western District of Washington that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Coupeville Reserve LLC.
About Coupeville Reserve
Coupeville Reserve LLC filed a Chapter 11 petition (Bankr. W.D.
Wash., Case No. 16-10157) on January 14, 2016. The Debtor is
represented by Michael P Klein, Esq.
CRYOPORT INC: Offers to Amend Existing Warrants
-----------------------------------------------
Cyroport, Inc., disclosed in a Form 8-K filed with the Securities
and Exchange Commission it commenced an issuer tender offer with
respect to certain warrants to purchase common stock of the Company
in order to provide the holders with the opportunity to amend and
exercise their warrants upon the terms and subject to the
conditions set forth in the Company's Tender Offer Statement on
Schedule TO filed with the SEC on March 3, 2016.
The Company is offering to amend, upon the terms and subject to the
conditions set forth in the Offering Materials, the following
warrants to purchase common stock issued by the Company with
respect to up to 2,448,000 shares of common stock issuable upon
exercise of those warrants:
(1) warrants to purchase 833,860 shares of the Company's common
stock at an exercise price of $8.28 per share issued in
connection with a private placement of units consisting of
one share of the Company's common stock and a warrant to
purchase one share of the Company's common stock with
closings that occurred between February 2012 and March
2012;
(2) warrants to purchase 43,860 shares of the Company's common
stock at an exercise price of $2.28 per share issued in
connection with a private placement of bridge notes in June
2013;
(3) warrants to purchase 28,736 shares of the Company's common
stock at an exercise price of $3.48 per share issued in
connection with a private placement of bridge notes in
August 2013;
(4) warrants to purchase 105,776 shares of the Company's common
stock at an exercise price of $2.40 per share issued in
connection with a private placement of bridge notes in
September 2013;
(5) warrants to purchase 1,700,634 shares of the Company's
common stock at an exercise price of $4.44 per share issued
in connection with the conversion of certain bridge notes
into units consisting of one share of the Company's common
stock and a warrant to purchase one share of the Company's
common stock in September 2013;
(6) warrants to purchase 74,728 shares of the Company's common
stock at an exercise price of $5.88 per share issued in
connection with various private placements of bridge notes
with closings that occurred between December 2013 and March
2014; and
(7) warrants to purchase 1,167,789 shares of the Company's
common stock at an exercise price of $6.00 per share issued
in connection with various private placements of (i) the
Company's Class A Preferred Stock and Class B Preferred
stock with closings that occurred between May 2014 and June
2015, and (ii) bridge notes between December 2014 and
February 2015, and in connection with the amendment of
certain related-party promissory notes in February and
March 2015.
The exercise price and number of shares issuable upon conversion of
the Original Warrants have been adjusted for the 1-for-12 reverse
stock split that became effective on May 19, 2015.
Pursuant to the Offer, holders may tender to the Company their
Original Warrants and amend the terms of such warrants with respect
to all or a portion of the shares purchasable under such warrants
at their election to: (i) reduce the exercise price to $1.25 per
share; and (ii) shorten the exercise period to expire concurrently
with the expiration of the Offer at 9:00 p.m. (Pacific Time) on
March 30, 2016, as may be extended by the Company in its sole
discretion.
By tendering Original Warrants, holders will also be agreeing to:
(A) restrict their ability as the holder of Elected Shares issuable
upon exercise of the Amended Warrants to sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise
dispose of any of such shares without the prior written consent of
the Company for a period of 60 days after the Expiration Date; and
(B) acting alone or with others, not effect any purchases or sales
of any securities of the Company in any "short sales" as defined in
Rule 200 promulgated under Regulation SHO under the Securities
Exchange Act of 1934, as amended, or any type of direct and
indirect stock pledges, forward sale contracts, options, puts,
calls, short sales, swaps, "put equivalent positions" or similar
arrangements, or sales or other transactions through non-U.S.
broker dealers or foreign regulated brokers through the expiration
of the Lock-Up Period. The Elected Shares issued to holders upon
exercise of the Amended Warrants will be subject to registration
rights for the resale by the holders. Those amendments will be made
pursuant to the terms of the applicable Amendment to Warrant to
Purchase Common Stock included in the Offering Materials.
The purpose of the Offer is to raise funds to support the Company's
operations by providing the holders of the Original Warrants with
the opportunity to amend and exercise their warrants to purchase
shares of the Company's common stock at a significantly reduced
exercise price, together with a shortened exercise period. The
funds obtained will be used by the Company as working capital and
for other general corporate purposes.
Holders may elect to participate in the Offer with respect to some
or all of their Original Warrants. If holders choose not to
participate in the Offer, their Original Warrants will remain in
full force and effect with no change in the terms of the Original
Warrants.
The Offer will be open through 9:00 p.m., Pacific Time on
March 30, 2016, as may be extended by the Company in its sole
discretion.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.
As of Dec. 31, 2015, the Company had $7.45 million in total assets,
$2.46 million in total liabilities and $4.99 million in total
stockholders' equity.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception. Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016. These matters raise substantial
doubt about the Company's ability to continue as a going concern,
the auditors said.
CRYSTAL WATERFALLS: April 12 Hearing on Bid to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, will continue on April 12, 2016, at 10:00
a.m. the hearing to consider Crystal Waterfalls LLC's further use
of cash collateral. Objections are due April 7, 2016.
On Nov. 24, 2015, Crystal Waterfalls sought approval to access cash
to pay ordinary and necessary expenses essential to providing guest
accommodations and amenities at its hotel in Covina, California,
and to otherwise operate the Hotel.
On Jan. 25, 2016, Judge Ernest M. Robles approved a stipulation
between Crystal Waterfalls and secured creditor B3 Capital Venture.
The stipulation allows the temporary use of cash collateral until
March 1, 2016, in accordance with a budget. The order provides
that the Debtor is required to file a revised budget for the
continued use of cash collateral by no later than Feb. 19, 2016, if
a stipulation to the continued use of cash collateral beyond March
1, is not filed by the parties by Feb. 17, 2016.
On Feb. 16, the Debtor sent a copy of the revised proposed budget
to its lender and on Feb. 22, filed the revised budget with the
Bankruptcy Court, a copy of which is at
http://bankrupt.com/misc/Crystal_W_79_Rev_Budget.pdf
On Feb. 22, 2016, B3 Capital filed a limited opposition to the
Debtors' continued use of cash collateral. B3 said that it does
not generally object to the Debtor's use of cash collateral to pay
ordinary operating expenses. B3, however, said it's still
requesting information and documents from the Debtor in order to
determine the appropriateness of the Debtor's proposed continued
use of cash collateral. B3 also noted that it's only receiving
$44,392 per month from the Debtor when the terms of the promissory
note require the Debtor to make monthly payments of $76,000.
Moreover, B3 stated that it has serious concerns about the
continuing and mounting losses apparently being suffered by the
Debtor.
"Of even more concern is the fact that the Debtor's Profit and Loss
and Statements ("P&Ls") show that the Debtor has been consistently
losing significant amounts of money every month during the pendency
of the Debtor's bankruptcy case; for example, the P&L for the
period of Nov. 19, 2015 to Nov. 30, 2015 shows a loss of $3,267;
the P&L for December shows a loss of $8,997 (for a total
postpetition loss of $12,263)) and P&L for January shows a loss of
$56,061 (for a total postpetition loss of $68,323)."
"Moreover it appears that the Debtor is delinquent in its payment
of executory contracts to a variety of vendors, including Emcor
Services (HVAC), Orkin (Pest Control), Coinmach (Coin Operated
Washers), Cintas Fire Protection, Time Warner Cable and Birch
Communications," B3 added.
"It therefore appears that the Debtor is losing significant amounts
of money per month and is unable to service its postpetition
obligations. These facts raise serious questions as to the
Debtor's ability to successfully reorganize through its Chapter 11
bankruptcy case, and should caution any review of the use of cash
collateral.
On Feb. 24, 2016, the Court held a hearing on the Debtor's motion
to use cash collateral. The Debtor is authorized to use cash
collateral on a limited basis, pending a further hearing on April
12. Further response from the Debtor is due March 29. Further
pleadings from creditors are due April 7.
Secured Debt
The Debtor said in its Cash Collateral Motion that it has a current
outstanding balance of $6.91 million on a loan from First
Commercial, which loan was sold to B3 Capital Venture, LLC in
November 2015. First Commercial asserts a blanket security
interest in the Debtor's assets.
First Commercial says its collateral is more than sufficient to
adequately protect its claimed interest. In fact, with an
outstanding balance of approximately $6,908,114 and collateral of
about $45,000,000, First Commercial currently enjoys an enormous
equity cushion of over 85%.
The Debtor also owes $1,100,000 on a loan from Huesing Holdings
LLC, secured by a second priority deed of trust against the
Debtor's real property; $1,150,000 to Huesing, secured by a third
priority deed of trust; $500,000 to Huesing, secured by a fourth
priority deed of trust, and $3,000,000 to Chung Yen Liu, secured by
a fifth priority deed of trust.
Unsecured claims total $29 million.
On Sept. 29, 2014, a "Grant Deed" purporting to transfer the Real
Property to a third party, Washe, LLC, a California limited
liability company, was executed and recorded against the property
(the "Void Grant Deed"). On Dec. 5, 2014, an equally unauthorized
and invalid "Deed of Trust" in favor of HCL 2011, LLC, purporting
to secure a $28,500,000 loan to Washe, was recorded against the
property (the "Void DOT").
The Debtor had not been in monetary default under the First
Commercial Loan since its inception. Since January 2015, however,
First Commercial has declined to accept any monthly payments from
the Debtor. First Commercial cited the Void Deeds and the
purported transfers of interests in the Real Property as events of
defaults under the loan. Despite a September 2016 maturity date,
First Commercial has demanded full satisfaction of the loan and
pressed forward with foreclosure, with the most recent sale date
set for Nov. 20, 2015.
Prepetition, the Debtor attempted to consensually resolve its loan
disputes with First Commercial and to clear up record title clouded
by the Void Deeds. More particularly, in August 2015, the Debtor
executed a "Term Sheet" relating to a proposed $18,000,000
refinance loan from a third party lender, secured by the Hotel and
the underlying real property, that would permit the Debtor's
repayment, in full, of all allowed secured debt (including the
First Commercial Loan), tax liabilities, and general unsecured
claims. In the course of negotiations with the proposed
third-party financier and First Commercial, the Debtor determined
that a chapter 11 filing was the most viable alternative to
restructuring its debt in a manner that served the best interests
of all creditors and other parties in interest.
According to Crystal Waterfalls' November 2015 filing, in the event
the Debtor is unable to consummate an appropriate refinance
transaction, the Debtor will consider, among other alternatives, a
sale of the Hotel. Given the current estimated Hotel value against
the total outstanding debt obligations, the Debtor anticipates a
sale would generate more than sufficient funds to pay all allowed
secured, tax, and unsecured debt in full.
About Crystal Waterfalls
Crystal Waterfalls LLC owns real property in Covina, California, on
which it currently operates a hotel known as the Park Inn by
Radisson. Situated in the heart of Southern California, the Hotel
is just east of downtown Los Angeles at the base of the San
Gabriel Mountains, and a short distance from West Covina, San
Dimas, Irwindale, City of Industry, Pomona, and Ontario, and many
major attractions (such as amusement parks, the Pomona Fairplex,
and Irwindale Speedway). The Hotel includes 258 rooms (50 of which
require certain forms of rehabilitation and currently are not in
use), and has a fitness center, an outdoor heated swimming pool and
whirlpool, and 9,000 square feet of meeting space.
Facing an imminent foreclosure sale by its senior lender, Crystal
Waterfalls LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 15-27769) in Los Angeles, California, on Nov. 19, 2015. Judge
Ernest M. Robles presides over the case. The petition was signed
by Lucy Gao, managing member.
Crystal Waterfalls currently has two members: (1) Lucy Gao, who
serves as the Debtor's managing member; and (2) Golden Bay
Investments LLC, a California limited liability company ("Golden
Bay"). Ms. Gao is the sole and managing member of Golden Bay.
The Debtor disclosed $52.5 million in assets and $71.4 million in
liabilities in its schedules. The schedules say that the Covina,
California hotel property is worth $52 million.
The Debtor received approval to employ Landsberg Law, APC, as
bankruptcy counsel.
* * *
On Feb. 18, 2016, the U.S. Trustee filed a motion to convert the
bankruptcy case to a liquidation under Chapter 7 or to dismiss the
case.
CURTIS JAMES JACKSON: Instagram Pics May Bring Bankruptcy Probe
---------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a federal
bankruptcy watchdog on Feb. 22, 2016, called for an investigation
into rapper 50 Cent's finances after a series of Instagram pictures
showed him surrounded by piles of cash, saying that the photos
suggest the entertainer may have concealed assets from the court
and his creditors. U.S. Trustee William Harrington has requested
appointment of an examiner to look into allegations of possible
misconduct by 50 Cent, according to court papers filed in
Connecticut. The request adds to scrutiny that 50 Cent is already
facing.
50 Cent, whose legal name is Curtis James Jackson III, filed a
motion Feb. 3, asking U.S. Bankruptcy Judge Ann M. Nevins to
approve an amendment to his brand collaboration agreement with Jim
Beam Brands, saying it will add a year to his contract.
Curtis James Jackson, III, aka 50 Cent, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on
July 13, 2015.
CYTORI THERAPEUTICS: Director Thompson Won't Seek Re-Election
-------------------------------------------------------------
Tommy Thompson notified the Board of Directors of Cytori
Therapeutics, Inc. that he does not intend to stand for reelection
at the Company's 2016 Annual Meeting of Stockholders.
According to a regulatory filing with the Securities and Exchange
Commission, Mr. Thompson's decision to not stand for reelection was
not the result of any disagreement with the Company on any matter
relating to the Company's operations, policies, or practices.
Following Mr. Thompson's departure, the Board intends to appoint
David Rickey to the Compensation Committee and Gary Lyons to the
Audit Committee. Following those appointments, the Compensation
Committee will consist of Gary Lyons (Chair), Gail Naughton and
David Rickey and the Audit Committee will consist of Paul Hawran
(Chair), Richard Hawkins and Gary Lyons.
In connection with the Board's nomination of directors for election
at the 2016 Annual Meeting of Stockholders, Paul Hawran has
notified the Board of his interest in remaining on the Board and to
stand for reelection as a director of the Company. As previously
reported, Mr. Hawran had indicated his desire to retire upon the
appointment of a replacement director. The Board intends to
nominate Mr. Hawran for re-election at the 2016 Annual Meeting of
Stockholders.
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
The Company's balance sheet at March 31, 2015, showed $37.1 million
million in total assets, $60.2 million in total liabilities, and a
stockholders' deficit of $23.2 million.
KPMG LLP previously expressed substantial doubt about the Company's
ability to continue as a going concern in the Company's financial
statements for the fiscal year ended Dec. 31, 2014, citing that the
Company has recurring losses from operations, liquidity position,
and debt service requirements.
CYTORI THERAPEUTICS: Reports Q4 and Full Year 2015 Results
----------------------------------------------------------
Cytori Therapeutics reported a net loss allocable to common
stockholders of $2.75 million on $1.55 million of product revenues
for the three months ended Dec. 31, 2015, compared to a net loss
allocable to common stockholders of $6.92 million on $2.46 million
of product revenues for the same period in 2014.
For the 12 months ended Dec. 31, 2015, the Company reported a net
loss allocable to common stockholders of $19.40 million on $4.83
million of product revenues compared to a net loss allocable to
common stockholders of $38.53 million on $4.95 million of product
revenues for the 12 months ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $37.69 million in total
assets, $25.49 million in total liabilities and $12.20 million in
total stockholders' equity.
"In 2015, the corporate repositioning that began in 2014 is largely
completed and we are now enrolling two Phase III studies in
scleroderma in the US and Europe, implementing a European patient
access program for scleroderma, supporting an approval trial in
Japan for SUI, and completing patient follow up for a mid-stage US
OA trial," said Dr. Marc H. Hedrick, president and CEO of Cytori
Therapeutics. "The challenge for us in 2016 is to continue to
build upon the operational and financial performance achieved over
this past year and successfully meet or exceed our key milestones
this year."
"We succeeded in meeting our internal key financial and operating
metrics in 2015. This includes a reduction in our overall cash
burn by over 30% while expanding our investment in research and
development activities," said Tiago Girao, VP of Finance and CFO of
Cytori Therapeutics. "In 2016, we plan to continue to narrow our
losses, balancing ongoing capital requirements through a number of
targeted activities that include further 'across-the-board'
operational efficiency measures, tighter working capital
management, increased revenue, and an intense focus on only those
activities that we believe will maximize stockholder value
creation."
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
KPMG LLP previously expressed substantial doubt about the Company's
ability to continue as a going concern in the Company's financial
statements for the fiscal year ended Dec. 31, 2014, citing that the
Company has recurring losses from operations, liquidity position,
and debt service requirements.
DETROIT, MI: Considers Suing Consultants Who Belittled Pension Debt
-------------------------------------------------------------------
Khalil AlHajal at mlive.com reported that Mayor Mike Duggan in his
State of the Union address on Feb. 23, 2016, said city lawyers are
looking into litigation against high-paid consultants who
underestimated pension debt during the city's bankruptcy case.
Duggan took office at the start of 2014, when the city was still in
bankruptcy and under control of a state-appointed emergency
manager. In his speech, lamented a costly miscalculation that
occurred during the city's bankruptcy case. After a 10-year
post-bankruptcy honeymoon period ends in 2024, the city will have
to pay $193 million in contributions to the city's old pension
systems, far more than the $111 million projected in the bankruptcy
plan crafted by former Emergency Manager Kevyn Orr and an army of
consultants. The underestimation was the result of using outdated
mortality rates. Duggan said city attorneys will "review any
possible legal claims against consultants."
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DEWEY & LEBOEUF: Star Witness Reaches Partial Deal with SEC
-----------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that the U.S.
Securities and Exchange Commission has reached a partial settlement
with former Dewey & LeBoeuf LLP Finance Director Frank Canellas
that resolves liability for securities fraud claims related to the
firm's collapse but leaves open the question of penalties, the SEC
said on Feb. 24, 2016. Frank Canellas had testified for
prosecutors in the criminal trial of former Dewey executives Steven
Davis, Stephen DiCarmine and Joel Sanders.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DF SERVICING: May Use Cash Collateral Until April 30
----------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the United States Bankruptcy
Court for the District of Puerto Rico has entered an interim order
authorizing DF Servicing, LLC, et al., to use cash collateral until
April 30, 2016.
Secured lender Bautista Cayman Asset Company has consented to the
Debtors' use of the cash collateral to fund (i) working capital and
general corporate purposes of the Debtors, and (ii) costs, fees,
and expenses incurred in connection with the administration and
prosecution of the cases.
The Lender is entitled to adequate protection of its interests in
the cash collateral and prepetition collateral in an amount equal
to the aggregate post-petition diminution in the value of its
interests in the cash collateral and prepetition collateral.
A copy of the court order is available for free at:
http://is.gd/BE6UWE
As reported by the Troubled Company Reporter on Feb. 10, 2016,
Judge Inclan entered an order prohibiting the Debtors from using
any cash collateral of the Lender and the Debtors were directed to
show cause in writing why a further order should not be entered.
The Lender had asked the Court to prohibit the Debtors' use of cash
collateral until they provide adequate protection against the
diminution in value of the Lender's cash collateral and condition
the Debtors' continued use of cash collateral on the adequate
protection.
About DF Servicing
Engaged in the business of purchase and sale of construction
projects, DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC,
and DF Holdings LLC filed Chapter 11 bankruptcy petitions (Bankr.
D.P.R. Case Nos. 15-10253 to 15-10256) on Dec. 24, 2015. The
petitions were signed by Mark Mashburn, the president. Charles A
Cuprill, PSC Law Office, serves as counsel to the Debtors.
DIAMOND SHINE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Diamond Shine, Inc.
4 Campground Road
P.O. Box 3107
Cumberland, MD 21502
Case No.: 16-70154
Chapter 11 Petition Date: March 3, 2016
Court: United States Bankruptcy Court
Western District of Pennsylvania (Johnstown)
Debtor's Counsel: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
428 Forbes Ave., Suite 900
Pittsburgh, PA 15219
Tel: 412-232-0930
Fax: 412-232-3858
E-mail: dcalaiaro@c-vlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven E. Leydig, Sr., authorized
representative.
A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb16-70154.pdf
DOLPHIN DIGITAL: Pozo Opportunity Reports 13.4% Stake as of Feb. 18
-------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Pozo Opportunity Fund II, LLC disclosed that as of Feb.
18, 2016, it beneficially owns 12,656,000 shares of common stock of
Dolphin Digital Media, Inc., representing 13.4 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/egtuAD
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
Dolphin Digital reported a net loss of $1.87 million on $2.07
million of total revenue for the year ended Dec. 31, 2014, compared
to a net loss of $2.46 million on $2.29 million of total revenue
for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $3.07 million in total
assets, $14.3 million in total liabilities, all current, and a
total stockholders' deficit of $11.3 million.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations, and
does not have sufficient working capital. These events raise
substantial doubt about the Company's ability to continue as a
going concern.
DYNEGY INC: Moody's Affirms B2 CFR, Outlook Revised to Stable
-------------------------------------------------------------
Moody's Investors Service, affirmed the B2 Corporate Family Rating
(CFR) of Dynegy Inc. and revised its outlook to stable from
positive. The B3 senior unsecured, Ba3 senior secured bank credit
facility, and SLG-2 Speculative Grade Liquidity (SGL) ratings were
also affirmed. The outlook revision follows Dynegy's announcement
on February 25, 2016 that it had reached a definitive agreement
with the private equity firm Energy Capital Partners (ECP) to form
a joint venture Atlas Power, LLC (Atlas Power), to acquire ENGIE
SA's (ENGIE A1 RUR-Down) United States fossil fueled power plant
portfolio consisting of 8,731 MW of generation capacity located in
ERCOT, PJM, and ISO-New England for $3.3 billion. Dynegy expects
the transaction to close in Q4 2016.
Outlook Actions:
-- Outlook, Changed To Stable From Positive
Affirmations:
-- Probability of Default Rating, Affirmed B2-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Corporate Family Rating, Affirmed B2
-- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD 2
-- Senior Unsecured Regular Bond/Debenture, Affirmed B3, LGD 4
RATINGS RATIONALE
"The outlook revision incorporates the recent weakening of power
prices and merchant market conditions as well as Dynegy's continued
focus on acquisitions that we expect will lead to a slower
improvement in financial ratios than we originally anticipated",
said Swami Venkataraman, Moody's Vice President -- Senior Credit
Officer. "Although the ENGIE acquisition further increases the
share of Dynegy's cash flows coming from natural gas-fired plants
and is thus credit positive, management's inclination to pursue
acquisitions under current commodity and capital market conditions
in-lieu of de-leveraging was also a factor", he added.
The independent power producer (IPP) sector has been negatively
affected by the challenging commodity market conditions, with power
and gas prices continuing to decline over the past 6 months. While
Dynegy's natural gas assets have preserved their margins better as
gas prices have also fallen along with power, the company's coal
plants have lost significant value. This has tempered our
expectations as to how soon Dynegy's proforma cash flow coverage of
debt will exceed 10%, one of the rationales for Dynegy's previous
positive outlook.
Moody's now expects Dynegy's cash from operating pre-working
capital (CFO pre-WC) coverage of debt to be in the 7-10% range in
the 2016-17 time period, although higher capacity prices should
cause that ratio to rise to 11-12% in 2018-19 barring further
market price declines. Free cash flow (FCF) coverage of debt is
expected to be 2-5% in 2016-17 and 7-9% in 2018-19. While higher
ratios in later years could be consistent with a B1 CFR, Moody's
originally expected those ratios to be reached in 2016. Under
Moody's conservative assumptions for power prices and acquisition
synergies, Moody's expects Dynegy to generate about $200-250
million in free cash flow in 2016 and about $300-350 million in
2017, proforma for the acquisition. Our analysis considers a
partial 65% consolidation of the joint venture that ECP is forming
with Dynegy to facilitate the transaction.
Given the distressed capital market conditions for companies with
commodity exposure, some of Dynegy's peers in the merchant power
sector have begun to place greater emphasis on de-leveraging.
Although Dynegy has indicated its intention to eventually move
towards financial metrics more commensurate with the "Ba" rating
category, management's preference for acquisitions over
de-leveraging has precluded near term improvement in metrics and is
also a factor in the outlook revision. Moody's said, "We note that
this acquisition follows quickly on the heels of the Duke
Energy-ECP acquisition that closed in March 2015. Since
consolidation and economies of scale have become strategic
priorities in the IPP business in the context of low commodity
prices, we expect Dynegy to remain open to the possibility of
additional acquisitions on an opportunistic basis."
Moody's also believes that the financing structure, which includes
a PIK loan from ECP, is an artefact of current capital market
conditions. Under the terms of the PIK loan, penal interest rates /
conversion options kick in one year after financial close. "If
markets recover within this period, we expect Dynegy may attempt to
refinance the transaction to include straight debt at the JV in
lieu of the PIK loan. Should Dynegy be unsuccessful in doing so, we
believe the economic incentives are strong enough for Dynegy to pay
off its share of the PIK loan (~ $290 million) with cash and/or
free cash flow," said Moody's.
The Engie portfolio strengthens Dynegy's business profile by
providing it with an entry into the ERCOT market (more diversity
although ERCOT is currently a weak market) as well as strengthening
its presence in PJM and New England. More importantly, the
acquisition significantly increases the share of natural gas-fired
generation in Dynegy's portfolio, which now account for 75-80% of
Dynegy's EBITDA. This is also a credit positive as it further
reduces the company's exposure to coal-fired generation in the
context of low gas prices and to climate change risks.
Although debt at the Dynegy-ECP JV is secured, our loss given
default (LGD) analysis indicates that the subordination of the
unsecured notes at Dynegy is not material enough to lower the B3
unsecured rating at Dynegy. The term loan is secured only by the
JV's assets and the unsecured notes at Dynegy still benefit from
the fact that there is only about $772 million of secured debt at
Dynegy relative to over $5 billion of unsecured notes.
Outlook:
The stable outlook reflects our expectation that weak commodity
markets will continue to be manageable for the company given it's
well diversified portfolio, large share of gas-fired generation,
and significant share of capacity revenues,, that Dynegy will
maintain CFO pre-WC coverage of debt in the 7-10% range and that
any further opportunistic acquisitions will be financed prudently
without materially impacting credit metrics.
WHAT COULD CHANGE THE RATING - UP
Dynegy's ratings could be upgraded if CFO pre-WC and FCF coverage
of debt rises to 10-12% and 4-5% respectively, along with the
expectation that this profile can be sustained. The use of free
cash flow to decrease leverage as opposed to share buybacks or
further acquisitions would also be credit positive.
WHAT COULD CHANGE THE RATING - DOWN
Dynegy is currently well positioned at its current rating. However,
downside risk may arise if CFO pre-WC coverage of debt falls below
6% on a sustained basis. This could be caused by a further
weakening of commodity prices or spreads, additional debt funded
acquisitions or if climate change concerns cause some of its assets
to be shut down. Separately, Dynegy's unsecured ratings may also be
affected if it were the company to adjust its capital structure by
issuing significant amounts of secured debt in the future that
materially alters recovery expectations for the unsecured notes.
ENTEGRIS INC: Moody's Hikes CFR to Ba3 & Secured Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded Entegris Inc.'s ratings:
Corporate Family Rating ("CFR") to Ba3 from B1, Probability of
Default Rating ("PDR") to Ba3-PD from B1-PD, Senior Secured rating
to Ba1 from Ba3, Senior Unsecured rating to B1 from B3, and the
Speculative Grade Liquidity ("SGL") rating to SGL-1 from SGL-2. The
upgrade to the ratings follows Entegris' repayment of $100 million
of Senior Secured debt during 2015, its commitment to further debt
reduction in 2016, and the successful integration of ATMI, Inc. The
outlook is stable.
RATINGS RATIONALE
The Ba3 CFR reflects Entegris's niche position in certain market
segments, such as wafer handling equipment and filters, which have
limited competition from larger firms. The rating also reflect
Entegris's consistent free cash flow ("FCF") generation due to
modest capital expenditure requirements and the longer life cycle
of many of Entegris's products, which can exceed five years on
legacy production nodes, providing a base of recurring demand.
Moreover, Moody's anticipates continued deleveraging through both
debt repayment in 2016 and EBITDA growth, with debt to EBITDA
declining to about 2.8x by the end of 2016. Moody's expects the
company to refrain from debt-funded shareholder returns.
Nevertheless, as a supplier to the semiconductor industry, demand
can be volatile, driven by changes in semiconductor industry
production volume. Demand is also influenced by the capital
spending levels of Entegris's customers, which can decline
following the completion of a production node transition. Moody's
believe that Entegris has limited negotiating leverage due to the
large customer concentration (top 10 customers accounted for about
44% of 2015 revenues).
The stable outlook reflects Moody's expectation that revenues will
grow at least in the low single digits percent over the next year.
Moody's expects that Entegris will deleverage through a combination
of debt reduction and EBITDA growth such that the ratio of debt to
EBITDA (Moody's adjusted) will decline to about 2.8x by the end of
2016.
The rating could be upgraded if:
-- the EBITDA margin (Moody's adjusted) is sustained in the
upper-twenties percent
-- debt to EBITDA (Moody's adjusted) is sustained below 2x and
-- Entegris maintains a very good liquidity profile
The rating could be downgraded if Moody's believes than Entegris is
losing market share. The rating could also be downgraded if:
-- EBITDA margin is less than 20% (Moody's adjusted) or
-- Entegris engages in debt funded share repurchases or
distributions such that debt/EBITDA (Moody's adjusted) is
sustained above 3x
The Ba1 rating of the senior secured term loan reflects its
seniority in the capital structure, the collateral package, and the
large cushion of unsecured liabilities. The B1 rating of the senior
unsecured notes reflects the relatively higher expected loss in a
default scenario, from the subordinated position as an unsecured
claim.
The SGL-1 liquidity rating reflects Entegris's very good liquidity
profile. Moody's said, "We expect Entegris will keep at least $350
million of cash and will generate free cash flow ("FCF") of at
least $75 million over the next year. Alternative liquidity is
provided by an unrated $75 million asset-based revolver ($64.9
million borrowing base at December 31, 2015), which we expect will
remain undrawn. Total required debt amortization is limited to the
required annual debt amortization on the senior secured term loan
of $4.6 million."
Upgrades:
Issuer: Entegris, Inc.
-- Corporate Family Rating (Local Currency), upgraded to Ba3 from
B1
-- Probability of Default Rating, upgraded to Ba3-PD from B1-PD
-- Senior Secured Term Loan, upgraded to Ba1 (LGD2) from Ba3
(LGD3)
-- Senior Unsecured Regular Bond/Debenture, upgraded to B1 (LGD5)
from B3 (LGD5)
-- Speculative Grade Liquidity Rating, upgraded to SGL-1 from
SGL-2
Outlook Actions:
-- Issuer: Entegris, Inc.
-- Outlook, Remains Stable
Entegris, Inc., based in Billerica, Massachusetts, develops and
manufactures products, including filters, materials handling
equipment, and specialty chemicals used in the manufacture of
semiconductors and other microelectronic components.
ESCALERA RESOURCES: Disclosure Statement Hearing on April 7
-----------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado will convene a hearing on April 7, 2016, at
1:30 p.m., to consider the adequacy of, and to approve, the
disclosure statement explaining Escalera Resources Co's proposed
Plan of Reorganization Objections to the Disclosure Statement are
due not less than 14 days prior to the hearing.
Escalera Resources has filed a reorganization plan that (i) gives
unsecured creditors owed $25.9 million the option to receive 49% of
the shares of the reorganized company in exchange for their claims,
and (ii) allocates the remaining 51% of equity to its management as
part of an incentive plan.
According to the Disclosure Statement, the primary purpose of the
Plan is to provide all creditors with at least partial payments or
consideration on or for their claims:
* Secured Claims. The prepetition senior secured lenders led
by Societe General as administrative agent, which are owed at least
$36.9 million, have agreed to have the Senior Secured Claim Allowed
in the amount of $15 million, with a $22.275 million Deficiency
Claim. The senior secured claim, the allowed secured tax claims
totaling $2.68 million, and the allowed priority tax claims
totaling $55,493 will receive installment payments until paid in
full. Allowed Joint Interest Billings ("JIB") Claims, to the extent
not paid as critical vendors prior to Confirmation, will be paid in
full on the Effective Date. To the extent there are any secured
claims of any mechanic materialman or other like party ("Secured
M&M Claims"), the Debtor has several treatment options, including
installment payments.
* Unsecured Claims. The Unsecured Claims are divided into two
(2) Classes: the Convenience Claims (Class 6) consists of Allowed
Claims of $1,000 or less, and the General Unsecured Claims (Class
7) consists of all Allowed Claims over $1,000. The holders of
Convenience Claims will be paid 25% of their Allowed Claims on or
before the Initial Distribution Date. The holders of General
Unsecured Claims will have three (3) options to choose from: (i)
the Cash Fund Option; (iii) the PIK Note Option, and (iii) the New
Common Stock Option. The Senior Secured Lenders may only elect the
PIK Option. Holders these Claims may elect to split their Allowed
Claims between two of these options. Class 6 (Claims held by
creditors totaling $1,000 or less in the aggregate) total
approximately $16,000, and Class 7 (General Unsecured Claims) total
approximately $25.9 million at this time, including the SSL
Deficiency Claim of $22.275 million.
* Equity Holders. Equity Interests will receive nothing under
the Plan, and their interests will be cancelled and extinguished as
of the Effective Date. On the Effective Date, Reorganized Debtor
will issue New Common Stock, of which up to 49% will be available
to holders of General Unsecured Claims in exchange for their
Allowed Claims. Fifty-one percent of the New Common Stock will be
distributed to management pursuant to a Management Incentive
Program.
Holders of general unsecured claims in Class 7 total $25.9 million,
with $22.275 million of this amount being the general unsecured
claim of the Senior Secured Lender. The final amount of Allowed
General Unsecured Claims may be higher or lower depending on proofs
of Claim filed and the resolution of disputed Claims. Te projected
percentage payable based on the foregoing figures under various
scenarios are:
Election Percentage payable
-------- ------------------
All creditors elect Cash Option (SG
may not elect Cash Option) 2.3%
1/2 of creditors elect Cash Option (SG
may not elect Cash Option) [4.6%]
All creditors elect PIK Note Option
(SG must elect PIK Note Option). Recovery too
speculative
to estimate
All creditors elect the New Common
Stock Option (SG may not elect the
New Common Stock Option). Recovery too speculative
to estimate
Escalera Resources on Jan. 26, 2016, filed its proposed Plan of
Reorganization and on Feb. 8, 2016, filed an explanatory Disclosure
Statement. A copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/Escalera_R_234_DS.pdf
Schedules & Statements Revised
In November and December 2015, the Debtor amended certain portions
of its schedules of assets and liabilities. Copies of the
documents are available at:
http://bankrupt.com/misc/Escalera_R_97_Am_SAL.pdf
http://bankrupt.com/misc/Escalera_R_120_Am_SAL.pdf
In its Statement of Financial Affairs, the Debtor listed $4,079,907
in transfers to creditors made within 90 days of the Petition Date
(excluding employees' wages and salary) and $1,022,115 in transfers
to insiders made within one year of the Petition Date
(collectively, the "Preferential Transfers").
About Escalera Resources
Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:
ESCRQ) is an independent energy company engaged in the exploration,
development, production and sale of natural gas and crude oil,
primarily in the Rocky Mountain basins of the western United
States. Escalera was incorporated in Wyoming in 1972 and
reincorporated in Maryland in 2001. As of October 2015, the
Company had 22 employees, none of whom are subject to a collective
bargaining agreement.
Escalera has approximately 14,300,000 shares of common stock
(symbol "ESCR") and 1,610,000 shares of Series A Cumulative
Preferred Stock (symbol "ESCRP") outstanding.
Escalera Resources filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. Adam Fenster,
the chief financial officer, signed the petition. Judge Thomas B.
McNamara is assigned to the case.
The Debtor listed total assets of $97.7 million and total
liabilities of $67.7 million as of June 30, 2015.
On Dec. 15, 2015 the Debtor won approval to employ Onsager Guyerson
Fletcher Johnson ("OGFJ"), as bankruptcy counsel. Three other
professionals were approved by the Court: (i) on Jan. 19, 2016,
Hein & Associates, LLP, as accountants for Debtor; (ii) on Jan. 19,
Lindquist & Vennum LLP, as special counsel for the Debtor in
connection with the Humphrey Litigation; and (iii) on Jan. 28,
Jones & Keller, P.C., as special counsel for the Debtor for general
corporate and securities matters.
* * *
The Court established Jan. 20, 2016, as the last day for all
persons and entities (excluding governmental units) having Claims
against the Debtor to file proofs of claim, and May 19, 2016 as the
bar date for governmental units.
ESCALERA RESOURCES: Panel Wants More Time to Challenge SocGen Lien
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Escalera Resources
Co.'s Chapter 11 case is seeking approval of a stipulation
extending its deadline set forth in the final cash collateral use
order to challenge Escalera's prepetition first lien indebtedness
and the liens securing the first lien indebtedness.
On Dec. 2, 2015, the Court granted a final order authorizing the
Debtor's postpetition use of cash collateral. The Final Order gave
the Creditors' Committee 60 days to file an objection challenging
the amount and validity of the first lien indebtedness or the liens
on the prepetition collateral. By order dated Feb. 1, 2016, the
challenge period was extended to March 1, 2016.
Pursuant to a second stipulation, the Debtor, Societe Generale (as
administrative agent) and the Creditors Committee have conferred
and agreed to stipulate a March 15, 2016 extension of the
Creditors' Committee's challenge period for asserting the claims
and defenses which are limited to a declaratory judgment action or
proceeding seeking a declaration concerning the validity and
enforceability of the liens of SocGen and/or the lenders under the
Credit Agremeent on the Debtor's oil and gas properties, any claim
against the directors and officers ,the vehicles, the certificates
of deposit and any bonds an any proceeds and such declaratory
judgment action may include any related matters such as potential
avoidance action under Sec. 544 of the Bankruptcy Code concerning
any unperfected liens or security interests of the administrative
agent and the lenders. The time period for the Committee to
commence a preference action under Sec. 547 of the Bankruptcy Code
against SocGen or the Lender will not be extended.
Attorneys for Societe Generale:
Jason G. Cohen
William A. (Trey) Wood III
BRACEWELL & GIULLIANI LLP
711 Louisiana, Suite 2300
Houston, Texas 77002
Tel: (713) 223-2300
Fax: (713) 221-1212
E-mail: trey.wood@bgllp.com
Jason.cohen@bgllp.com
Counsel for the Creditors' Committee:
Lee M. Kutner, Esq.
KUTNER BRINEN GARBER, P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Tel: (303) 832-2400
Fax: (303) 832-1510
E-mail: lmk@kutnerlaw.com
- and -
Michelle E. Shriror
SINGER & LEVICK, P.C.
16200 Addison Road, Sutie 140
Addison, TX
Tel: (972) 380-5533
Fax: (972) 380-5784
E-mail: mmshriro@singerlevick.com
Creditors Committee
The U.S. Trustee appointed an Unsecured Creditors' Committee in
Escalera's case on Nov. 13, 2015. The members of the Committee
are:
(1) Clark Huffman
698 Cody Ct.
Lakewood, CO 80125
Phone: 720-473-3395
E-mail: Clark2@ch2software.com
(2) Si Trujillo, Manager Business Development
Seidel Technologies, LLC
10175 Park Meadows Drive #343
Lone Tree, CO 80124
Phone: 303-845-2046
E-mail: strujillo@seideltech.com
(3) Shawn Harvey
Griffin Partners 675 Bering, L.P.
c/o Griffin Partners, Inc.
675 Bering St. Suite 175
Houston TX 77024
Phone: 713-622-7714
Fax: 713-266-5331
E-mail: SHarvey@griffinpartners.com
(4) Richard Dole
318 Indian Bayou
Houston TX 77057
Phone: 832-265-8227
E-mail: rdole119@gmail.com
The U.S. Trustee designated Clark Huffman as Chair of the Committee
until the Committee can meet and elect a new Chair.
The Committee hired Singer & Levick, P.C. and Kutner Brinen Garber,
P.C. as its counsel, which was approved by the Court on Nov. 23,
2015. A motion to approve interim compensation procedures for
Committee counsel was approved on Dec. 23, 2015.
About Escalera Resources
Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:
ESCRQ) is an independent energy company engaged in the exploration,
development, production and sale of natural gas and crude oil,
primarily in the Rocky Mountain basins of the western United
States. Escalera was incorporated in Wyoming in 1972 and
reincorporated in Maryland in 2001. As of October 2015, the
Company had 22 employees, none of whom are subject to a collective
bargaining agreement.
Escalera has approximately 14,300,000 shares of common stock
(symbol "ESCR") and 1,610,000 shares of Series A Cumulative
Preferred Stock (symbol "ESCRP") outstanding.
Escalera Resources filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 22395) on Nov. 5, 2015. Adam Fenster,
the chief financial officer, signed the petition. Judge Thomas
B. McNamara is assigned to the case.
The Debtor listed total assets of $97.7 million and total
liabilities of $67.7 million as of June 30, 2015.
On Dec. 15, 2015 the Debtor won approval to employ Onsager |
Guyerson | Fletcher | Johnson ("OGFJ"), as bankruptcy counsel.
Three other professionals were approved by the Court: (i) on Jan.
19, 2016, Hein & Associates, LLP, as accountants for Debtor; (ii)
on Jan. 19, Lindquist & Vennum LLP, as special counsel for the
Debtor in connection with the Humphrey Litigation; and (iii) on
Jan. 28, Jones & Keller, P.C., as special counsel for the Debtor
for general corporate and securities matters.
* * *
The Court established Jan. 20, 2016, as the last day for all
persons and entities (excluding governmental units) having Claims
against the Debtor to file proofs of claim and May 19, 2016 as the
bar date for governmental units.
EXTREME PLASTICS: Creditors, Trustee Question $7M Asset Sale
------------------------------------------------------------
Vince Sullivan at Bankruptcy Law360 reported that oil services
company Extreme Plastics' plan to sell off minor assets for up to
$7 million in its Chapter 11 bankruptcy drew an objection on
Feb. 23, 2016, in Delaware from unsecured creditors and the U.S.
trustee, who said they don't have enough information about the
proposed sale. The official committee of unsecured creditors
objected to Extreme Plastics Plus Inc.'s request to sell 10 to 15
trucks, 8,000 composite rig mats and 50 above-ground portable water
containment tanks for up to $7 million.
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets and
$50 million to $100 million in debt. EPP Intermediate estimated $1
million to $10 million in assets and $50 million to $100 million in
debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys and
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
EXTREME PLASTICS: Fight Could Be Brewing Over Chapter 11 Funding
----------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge on Feb. 25, 2016, extended the time Extreme
Plastics Plus Inc. could use lender-owned cash to fund its Chapter
11, but one of the oil services company's major secured creditors
said a fight over continued approval and the overall direction of
the case could be brewing. During a hearing in Wilmington, the
Citizens Bank NA unit that administers EPP's roughly $50 million
secured loan, one of the largest chunks of debt in the case, said
it still needs to have serious negotiations with the debtor about
what shape the Chapter 11 ought to take and how lenders would see
their money repaid. Arguing for Citizens Bank, Daniel J.
DeFranceschi of Richards Layton & Finger PA said the loan agent
wasn't even aware when EPP filed for Chapter 11 protection at the
beginning of the month, about three months after it defaulted on
the loan, and needs to have discussions with the debtor about its
plans before it is willing to extend the use of cash collateral
beyond early March.
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets
and
$50 million to $100 million in debt. EPP Intermediate estimated
$1
million to $10 million in assets and $50 million to $100 million
in
debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
FEDERATION EMPLOYMENT: March 8 Hearing to Extend Plan Filing Date
-----------------------------------------------------------------
A U.S. bankruptcy court is set to hear a motion filed by Federation
Employment and Guidance Service Inc. to extend its exclusive right
to propose a bankruptcy plan.
The U.S. Bankruptcy Court for the Eastern District of New York will
take up the motion at a hearing on March 8.
Last month, Federation Employment filed a motion to extend its
exclusive right to file a bankruptcy plan to May 30, and to solicit
votes from creditors to July 29.
The extension, if approved, would prevent others from filing rival
plans in court and maintain Federation Employment's control over
its bankruptcy case.
About FEGS
Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services. At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.
FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.
The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; Crowe Horwath, LLP as accountants; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.
The Debtor disclosed $86,697,814 in assets and $45,572,524 in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors. The Committee tapped
Pachulski Stang Ziehl & Jones LLP as its counsel.
FINANCIAL HOLDINGS: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------------
The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky has dismissed Financial Holdings,
Inc.'s Chapter 11 bankruptcy case.
The Debtor on Dec. 31, 2015, filed a motion for court order
dismissing its Chapter 11 case, saying that it will continue to
incur unnecessary administrative expenses, and it has no
ongoing or prospective business opportunities to form the core of a
plan. The Debtor is effectively a corporate shell, and it is not
possible for the Debtor to propose a plan. The Debtor has sold its
only asset of value during the course of its bankruptcy case, and
it has no business operations. The remaining cash held by the
Debtor is subject to the claims of its only secured creditor,
WPB-AFB, LLC.
In a notice filed on Feb. 2, 2016, the Debtor details the total
administrative claims paid from the funds held on behalf of the
Debtor in the Stoll Keenon Ogden, PLLC escrow account:
(a) $650 to the United States Trustee for U.S. Trustee fees;
(b) the total sum of $58,573.91 to Stoll Keenon Ogden PLLC:
-- $58,299.01 for legal fees and expenses incurred
during its representation of the Debtor, pursuant to
the Court's order approving SKO's first and final
application for compensation; and
-- $274.90 for expenses incurred in the winddown of the
Debtor's case following the Court's entry of the
compensation order, from those funds contemplated for
winddown expenses of the Debtor as authorized by the
stock purchase agreement;
(c) $56,068.26 (the remaining balance of funds held in the
SKO escrow account on behalf of FHI) to WPB-AFB, LLC, or
its designee pursuant to the super priority
administrative claim provided in the DIP financing
agreement approved by the Court's orders and the
earmarking provisions set forth in the stock purchase
agreement.
About Financial Holdings
Financial Holdings, Inc., is a bank holding company, organized
under the laws of the Commonwealth of Kentucky, that owns 100% of
the common stock of two subsidiaries: (i) American Founders Bank,
Inc., and (ii) American Founders Statutory Trust I. The Bank, in
turn, owns 100% of the voting common stock of American Founders
Loan Corporation.
Financial Holdings sought Chapter 11 protection (Bankr. E.D. Ky.
Case No. 15-51187) on June 16, 2015, in Lexington, Kentucky. The
Bank, Statutory Trust, and AFLC, are not debtors in the Chapter 11
case.
The Debtor disclosed total assets of $11.9 million and total
liabilities of $40.6 million.
The case is assigned to Judge Gregory R. Schaaf.
The Debtor tapped Stoll Keenon Ogden, PLLC, as counsel, and Austin
Associates, LLC, as financial advisors.
Counsel to the proposed purchaser, WPB-AFB, LLC, are Michael G.
Dailey, Esq., Uday Gorrepati, Esq., and Susan Zaunbrecher, Esq., at
Dinsmore & Shohl, LLP, in Cincinnati, Ohio.
FIRST DATA: FMR LLC Holds 17.8% of Class A Shares as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, FMR LLC and Abigail P. Johnson disclosed that as of
Dec. 31, 2015, they beneficially own 36,072,347 shares of Class A
common stock of First Data Corporation representing 17.890% of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/l6mova
About First Data
Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.
First Data reported a net loss attributable to the Company of $1.48
billion on $11.5 billion of total revenues for the year ended Dec.
31, 2015, compared to a net loss attributable to the Company of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $34.36 billion in total
assets, $30.62 billion in total liabilities, $77 million in
redeemable non-controlling interest and $3.66 billion in total
equity.
* * *
The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.
FLOUR CITY: Hires Buckley King as Counsel
-----------------------------------------
Flour City Bagels, LLC, has filed an application with the
Bankruptcy Court for the employment of Buckley King LPA as its
counsel to:
(a) advise the Debtor of its rights, powers and duties as
debtor and debtor-in-possession in the continued operation
of its business:
(b) advise the Debtor concerning, and assist in, negotiation
and documentation of, inter alia, transactions incident to
its bankruptcy case;
(c) review the nature and validity of agreements related to the
Debtor or its assets, and advise the Debtor in connection
with those matters;
(d) review the nature and validity of any claims asserted
against the Debtor's estate and advise the Debtor concerning
the enforceability of those claims;
(e) advise the Debtor concerning actions that it might take to
collect and recover property for the benefit of the
Debtor's estate and creditors;
(f) prepare, on behalf of the Debtor, all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, schedules and other documents, and review all
financial and other reports to be filed in its Chapter 11
case;
(g) review with the Debtor any lawsuits that are pending
against the Debtor;
(h) advise the Debtor concerning, and prepare responses to,
applications, motions, pleadings, notices and other papers
which may be filed and served in connection with its
Chapter 11 case;
(i) advise and assist the Debtor concerning its dispute with
Bruegger's Bagels;
(j) advise and assist the Debtor in efforts to effectuate a
proposed sale of its business as a going concern;
(k) counsel the Debtor in connection with the formulation,
negotiation and promulgation of a Chapter 11 plan of
reorganization or liquidation and related documents;
(l) advise and assist the Debtor in connection with creating
suitable arrangements for the treatment and disposition of
claims against the Debtor and its estate; and
(m) perform all other legal services for and on behalf of the
Debtor which may be necessary or appropriate in the
administration of its Chapter 11 case and assets.
The Debtor agreed to pay Buckley King on an hourly basis and in
accordance with its ordinary customary hourly rates and reimburse
the firm for its out-of-pocket expenses.
To the best of the Debtor's knowledge, Buckley King is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
About Flour City
Headquartered in Fairport, New York, Flour City Bagels, LLC
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, the Debtor opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. The Debtor employs 425 people.
Flour City Bagels, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million. Kevin Coyne signed the petition as manager.
Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.
Judge Paul R. Warren has been assigned the case.
FLOUR CITY: Taps Bond Schoeneck as Bankruptcy Counsel
-----------------------------------------------------
Flour City Bagels, LLC, seeks authority from the Bankruptcy Court
to employ Bond, Schoeneck & King, PLLC as its counsel, effective as
of the Petition Date, to:
(a) advise the Debtor regarding its function and duties as a
debtor-in-possession;
(b) assist in the preparation of the Debtor's schedules of
assets and liabilities and statement of financial affairs;
(c) negotiate with all creditors, including secured lenders;
(d) examine all liens against property of the estate;
(e) negotiate with taxing authorities, if necessary;
(f) represent the Debtor in proceedings and hearings in the
United States District and Bankruptcy Courts for the Western
District of New York;
(g) prepare and file on behalf of the Debtor, all necessary
applications, motions, orders, reports, complaints, answers
and other pleadings and documents in the administration of
the estate;
(h) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced
against the Debtor, negotiate in connection with any
litigation in which the Debtor is involved, and object to
claims filed against the Debtor's estate;
(i) advise the Debtor concerning, and assist in the negotiation
and documentation of, cash collateral orders and related
transactions;
(j) provide assistance, advice and representation concerning any
potential sale of the Debtor as a going concern or the sale
of all or a significant portion of the Debtor's assets;
(k) provide assistance, advice, and representation concerning
the confirmation of any proposed plans and solicitation of
any acceptances or respond to rejections of those plans;
(l) provide assistance, advice and representation concerning any
investigation of the assets, liabilities and financial
condition of the Debtor that may be required under local,
state or federal law;
(m) provide counsel and representation with respect to
assumption or rejection of executory contracts and leases,
sales of assets and other bankruptcy-related matters arising
from the Chapter 11 case;
(n) advise the Debtor regarding all legal matters arising during
the Chapter 11 case, including, but not limited to,
securities, corporate, finance, labor, intellectual
property, tax and commercial matters;
(o) provide all other pertinent and required representation in
connection with the provisions of the Bankruptcy Code.
The Debtor has determined pay Bond Schoeneck at its customary
hourly rates and under Bond Schoeneck's customary reimbursement
policies.
The Debtor believes that Bond Schoeneck and each of its members and
associates are "disinterested persons" within the meaning of
Section 101(14) of the Bankruptcy Code.
About Flour City
Headquartered in Fairport, New York, Flour City Bagels, LLC
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, the Debtor opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. The Debtor employs 425 people.
Flour City Bagels, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million. Kevin Coyne signed the petition as manager.
Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.
Judge Paul R. Warren has been assigned the case.
FLOUR CITY: Wants to Use Prepetition Lenders' Cash Collateral
-------------------------------------------------------------
Flour City Bagels, LLC seeks permission from the Bankruptcy Court
to use cash collateral in order to pay payroll, utilities, and
post-petition vendor obligations.
United Capital Business Lending, Inc., n/k/a Bridge Funding Group,
Inc. and Canal Mezzanine Partners II, LP, the Debtor's prepetition
lenders, have both consented to the Debtor's use of cash
collateral.
"The Debtor ... should be authorized to use collections of accounts
receivable and other cash collateral to avoid disruption of its
business, to preserve its employees' jobs, and to maximize the
value of its assets," said Stephen A. Donato, Esq., at Bond,
Schoeneck & King, PLLC, attorney for the Debtor.
On or about Feb. 5, 2013, Debtor and other non-debtor borrowers
executed in favor of United Capital, a Promissory Note in the
original principal amount of $6,500,000 evidencing a loan made by
United Capital.
The Debtor, other non-debtor entities and Canal entered into a
Senior Subordinated Note and Warrant Purchase Agreement on or about
Feb. 8, 2013, pursuant to which Canal agreed to loan the aggregate
principal amount of $2,500,000, which was increased in December
2013 to $3,300,000.
The Debtor proposes to grant the Prepetition Lenders allowed
superpriority administrative expense claim.
About Flour City
Headquartered in Fairport, New York, Flour City Bagels, LLC
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, the Debtor opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. The Debtor employs 425 people.
Flour City Bagels, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million. Kevin Coyne signed the petition as manager.
Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.
Judge Paul R. Warren has been assigned the case.
FOREST PARK FORT WORTH: Has Final Nod to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered an agreed final order authorizing Forest Park Medical
Center at Fort Worth, LLC, to use Sabra Texas Holdings, LP's cash
collateral.
A copy of the agreed final order is available for free at:
http://is.gd/pFPXNf
As of the Petition Date, the Debtor was indebted to Sabra Texas
pursuant to a loan made to the Debtor by Sabra on or about Sept.
30, 2013, in the original principal amount of $66,801,286. The
Loan is secured by substantially all the Debtor's assets and
properties whether then owned or thereafter acquired. The
Properties and the rents received from the operation of the
Properties are the primary collateral for the Loan. Sabra Texas
asserts a first lien priority on all of the Debtor's assets, to
include the rents and accounts, which would constitute cash
collateral.
The Debtor requires the use of Sabra Texas' Cash Collateral to
continue the operation of the Properties and will suffer
irreparable and immediate harm if it is not granted the relief
requested. An immediate and critical need exists for the Debtor to
obtain funds in order to continue the operation of the Properties,
and without the funds, the Debtor will not be able to pay operating
expenses and obtain goods and services needed to carry on its
business during this sensitive period in a manner that will avoid
irreparable harm to the Debtor's estate. The Debtor's ability to
use Sabra Texas' Cash Collateral is vital to the confidence of the
Debtor's vendors and suppliers of the goods and services and to the
preservation and maintenance of the going concern value of the
Debtor's estate.
The Debtor is authorized to use Cash Collateral beginning Dec. 16,
2015, and ending on the earlier of the date of a final hearing on
the Debtor's motion or the termination date. The Debtor is
authorized to use the Cash Collateral until the earlier of: (i) the
date of a final hearing on the Debtor's motion; (ii) five calendar
days after notice by Sabra Texas to the Debtor of any termination
event, unless within the five day period the Debtor has cured the
termination event or unless waived by Sabra Texas, (iii) the date
of the dismissal of this case or the conversion of this case to a
case under Chapter 7 of the Code, and (iv) the date of appointment
of a trustee in the case. Each of these events constitute a
termination event: (i) any material failure of the Debtor to comply
with the court order; (ii) the failure by the Debtor to pay when
due operating expenses incurred after the Petition Date; (iii) the
failure by the Debtor to maintain property, casualty and liability
insurance as required in the loan documents; (iv) the failure of
the Debtor to consummate a sale of the Property, acceptable to
Sabra Texas, by March 31, 2016; (v) the occurrence of the effective
date or consummation date of a plan of reorganization for the
Debtor; (vi) the entry by this Court or any other court of an order
reversing, staying, or vacating the final court order or amending,
supplementing, or otherwise modifying in any material manner the
protections granted to Sabra Texas; or (vii) the entry of a court
order granting relief from the automatic stay imposed by Section
362 of the Code to any entity other than Sabra Texas that permits
the entity to exercise foreclosure or disposition rights with
respect to the Cash Collateral.
The replacement lien is, and will be, valid, perfected, enforceable
and effective as of the Petition Date without the need for any
further action by the Debtor, Sabra Texas or the necessity of
execution or filing of any instruments or agreements.
About Forest Park Medical
Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned
Texas limited liability company that owns and operates the Forest
Park Medical Center, a state of the art medical facility, including
private rooms, family suites and intensive care rooms located in
West Fort Worth, Texas. The hospital employs 175 persons on a
full-time or part-time basis. The hospital offers a broad range of
surgical services.
Forest Park Medical Center at Fort Worth filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft.
Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides
over the case.
The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.
J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald
Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves
as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and
Chiron Financial Group, Inc. as co-investment bankers.
Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the
Debtor's hospital in Forth Worth. Vibrant is the manager of the
hospital operations of Debtor, and FPMC Services employs the
employees at Debtor's hospital and those dedicated to servicing the
hospital's "back office" operations. They are represented by
William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert
M. Millimet, Esq., at Brewer, Attorneys & Counselors.
An Official Committee of Unsecured Creditors has been appointed in
this case by the United States Trustee, and is represented by Cole
Schotz PC and Arent Fox, LLP lawyers. CohnReznick serves as the
panel's financial advisors. The Committee consists of (i) Pro
Silver Star Limited; (ii) Summit Spine, LLC; and (iii) Vintage
Medical, LLC. The Committee selected Pro Silver to serve as
Committee Chairperson.
FORTRESS RESOURCES: Files Plan for Orderly Liquidation
------------------------------------------------------
Fortress Resources, LLC, ceased all mining operations in January
and then filed a Chapter 11 plan that contemplates an orderly
liquidation of all assets.
On Jan. 22, 2016, the Debtor ceased all coal mining operations and
no future operations are contemplated by the Plan. The Chapter 11
case will continue for the purpose of liquidating assets, and the
distribution of the resulting Cash.
All of the Debtor's assets have been or will be liquidated during
the Chapter 11 process, except the prosecution and collection of
the various causes of action being prosecuted by the Debtor's
Counsel and Counsel for the Committee. After Confirmation of the
Plan, the Debtor will pay all funds held by it in cash to Callidus
Capital Corporation and to the Fortress Unsecured Creditors
Liquidating Trust as required by paragraph 7 of the Final Cash
Collateral Order. Net proceeds from the collections from the
prosecution of the causes of action will also be paid over to the
Fortress Unsecured Creditors Liquidating Trust.
The Fortress Unsecured Creditors Liquidating Trustee will reserve
funds to pay for the administration of the Debtor, their
professionals, U.S. Trustee fees and related expenses. At some
point in time (normally after conclusion of the claims
reconciliation process), the trust will make distribution to the
Creditors in the order of the priorities set forth in the Plan.
Distributions will continue until all funds are exhausted.
The Debtor estimates that claims against it are:
* Secured Claims $24,055,838
* Priority Claims $70,613
* Unsecured Claims $7,165,124
The Chairman of the Unsecured Creditors Committee will serve as the
initial trustee of the Liquidating Trust and is appointed as the
representative of the Debtor's estate under Code Sec.
1123(b)(3)(B). In the event that he ceases to serve as Trustee for
any reason, a successor will be designated pursuant to the
Liquidating Trust Agreement.
Counsel for the Debtor will prosecute all Avoidance Actions and
reconcile all Claims and Disputed Claims. Counsel for the Unsecured
Creditors Committee will prosecute all claims and causes of action
against the Debtor's owners, management, officers, directors for
pre-petition negligence in the operation and/or management of the
Debtor.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Fortress_R_209_DS.pdf
Attorneys for the Debtor:
BUNCH & BROCK
W. Thomas Bunch, Esq.
W. Thomas Bunch II, Esq.
Matthew B. Bunch, Esq.
271 West Short Street, Suite 805
Lexington, KY 40507
Telephone: (859) 254-5522
Facsimile: (859) 233-1434
E-mail: wtb@bunchlaw.com
tom@bunchlaw.com
matt@bunchlaw.com
The Creditors Committee
Samuel K. Crocker, United States Trustee on Nov. 16, 2015,
appointed these creditors to serve on the Official Committee of
Unsecured Creditors:
(1) Jennmar Corporation (Interim Chair)
c/o James W. Pfeifer
258 Kappa Dr.
Pittsburgh, PA 15238
Tel: (412)963-5445
E-mail: jpfeifer@jennmar.com
(2) Tramco Services, Inc.
c/o Larry Ward, Jr.
141 Campbells Creek Dr.
Charleston, WV 25306
Tel: (304)926-2650
E-mail: larry.ward@solutionk.com
(3) Carroll Engineering Co.
c/o Greg Wolfe
PO Box 860
Harlan, KY 40831
Tel: (606)573-1000
E-mail: agw@carrollengineeringco.com
About Fortress Resources
Fortress Resources, LLC is the US-operating entity of
Canadian-based Opes Resources, Inc. Fortress acquired a portion of
the former assets of McCoy Elkhorn Coal Corporation (an operating
affiliate of James River Coal Company) on September 5, 2014,
primarily the Bevins Branch Preparation Plant and Loading Facility
with its associated mine complexes. Fortress operated the mines
and plants under McCoy Elkhorn Coal Company with the federal and
state regulatory agencies.
Due to depressed market conditions, Fortress sought Chapter 11
bankruptcy protection (Bankr. E.D. Ky. Case No. 15-70730) on Nov.
5, 2015. The petition was signed by Gary J.Smith as president and
CEO.
The Debtor listed total assets of $98.3 million and total
liabilities of $31.3 million.
The Debtor has engaged Bunch & Brock as counsel.
FPMC AUSTIN: Files Schedules of Assets and Liabilities
------------------------------------------------------
FPMC Austin Realty Partners, LP, filed with the U.S. Bankruptcy
Court for the Western District of Texas its schedules of assets and
liabilities, disclosing:
Schedule A/B: Assets-Real and Personal Property
1a. Real property: $104,000,000.00
1b. Total personal property: $1,931,127.72
-----------------
1c. Total of all property: $105,931,127.72
Summary of Liabilities
Schedule D: Creditors Who Have Claims
Secured by Property $57,577,111.00
Schedule E/F: Creditors Who Have
Unsecured Claims
3a. Total claim amounts of
priority unsecured claims $867,063.17
3b. Total amount of claims of
nonpriority amount of
unsecured claims $868,923.71
-----------------
Total liabilities $59,313,097.88
A copy of the Schedules is available at no extra charge at:
http://bankrupt.com/misc/FPMCAustin_18_Jan25SAL.pdf
FPMC Austin Realty Partners, LP, is headquartered in Dallas, Texas.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 16-10020) on Jan. 5, 2016, estimating its assets
at between $100 million and $500 million and its debts at between
$50 million and $100 million. The petition was signed by Mary
Hatcher, Manager, NRG Austin Dev. LLC, its general partner.
Judge Tony M. Davis presides over the case.
Raymond W. Battaglia, Esq., at the Law Offices of Ray Battaglia,
PLLC, serves as the Company's bankruptcy counsel.
FREESEAS INC: Obtains $500,000 Financing From MTR3S Holding
-----------------------------------------------------------
FreeSeas Inc. disclosed in a regulatory filing with the Securities
and Exchange Commission that it entered into a securities purchase
agreement with MTR3S Holding Ltd., on March 1, 2016, pursuant to
which, the Company sold a $500,000 principal amount convertible
note to the Investor for gross proceeds of $500,000. The Financing
closed on March 2, 2016.
The Note will mature on the one year anniversary of the Closing
Date and will bear interest at the rate of 8% per annum, which will
be payable on the maturity date or any redemption date and may be
paid, in certain conditions, through the issuance of shares, at the
discretion of the Company.
The Note will be convertible into shares of the Company's common
stock, par value $0.001 per share, at a conversion price equal to
the lesser of (i) $0.23 and (ii) 60% of the lowest volume weighted
average price of the Common Stock during the 21 trading days prior
to the conversion date, provided, however, that the total number of
shares of Common Stock issuable upon conversion of the Note shall
not exceed 45,045,045.
If an event of default under the Notes occurs, upon the request of
the holder of the Note, the Company will be required to redeem all
or any portion of the Note (including all accrued and unpaid
interest), in cash, at a price equal to the greater of (i) up to
127.5% of the amount being converted, depending on the nature of
the default, and (ii) the product of (a) the number of shares of
Common Stock issuable upon conversion of the Note, times (b) 127.5%
of the highest closing sale price of the Common Stock during the
period beginning on the date immediately preceding such event of
default and ending on the trading day that the redemption price is
paid by the Company.
The Company has the right, at any time, to redeem all, but not less
than all, of the outstanding Note, upon not less than 30 days nor
more than 90 days prior written notice. The redemption price will
equal 127.5% of the amount of principal and interest being
redeemed.
The convertibility of the Note may be limited if, upon conversion
or exercise (as the case may be), the holder thereof or any of its
affiliates would beneficially own more than 4.99% of the Common
Stock.
So long as the Note is outstanding, the Company is prohibited from
entering into any transaction to (i) sell any common stock or
securities convertible into or exercisable for the Company's common
stock pursuant to (A) Regulation S under the Securities Act of
1933, as amended, (B) Section 3(a)(9) of the 1933 Act or (C)
Section 3(a)(10) of the 1933 Act or (ii) sell securities at a
future determined price, including, without limitation, an "equity
line of credit" or an "at the market offering."
About FreeSeas Inc.
Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies. The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.
The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks." As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.
Freeseas reported a net loss of $12.7 million in 2014, a net loss
of $48.7 million in 2013 and a net loss of $30.9 million in 2012.
As of June 30, 2015, the Company had $41.4 million in total assets,
$32.2 million in total liabilities and $9.22 million in total
shareholders' equity.
RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency. In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements. Furthermore, the vast majority of
the Company's assets are considered to be highly illiquid and if
the Company were forced to liquidate, the amount realized by the
Company could be substantially lower that the carrying value of
these assets. Also, the Company has disclosed alternative methods
of testing the carrying value of its vessels for purposes of
testing for impairment during the year ended December 31, 2014.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.
FUTUREWORLD CORP: Incurs $210,000 Net Loss in Third Quarter
-----------------------------------------------------------
Futureworld Corp. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $209,579
on $5,058 of revenues for the three months ended Dec. 31, 2015,
compared to a net loss of $444,474 on $77,463 of revenues for the
same period in 2014.
For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $670,053 on $65,503 of revenues compared to a net loss of
$648,546 on $77,772 of revenues for the same nine months ended Dec.
31, 2014.
As of Dec. 31, 2015, Futureworld had $35.3 million in total assets,
$1.68 million in total liabilities and $33.6 million in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/q0K4A5
About Futureworld Corp.
Saint Petersburg, Florida-based FutureWorld Corp. (FWDG) is a
provider of technologies and solutions to the global cannabis
industry. FutureWorld, together with its subsidiaries, is focused
on the identification, acquisition, development, and
commercialization of cannabis related products and services, like
industrial hemp.
For the year ended March 31, 2015, the Company reported a net loss
of $1.40 million compared to a net loss of $156,319 for the year
ended March 31, 2014.
GIBSON BRANDS: Moody's Lowers CFR to Caa1, Outlook Negative
-----------------------------------------------------------
Moody's Investors Services downgraded Gibson Brands CFR to Caa1
from B3 due to the company's weak operating results pushing credit
metrics below Moody's expectations. This action concludes a review
for downgrade that was initiated on December 22, 2015. The rating
outlook is negative.
"The downgrade reflects the weak performance and the resulting very
high leverage and also the additional financial obligations Gibson
incurred from its agreement with a consumer electronics supplier to
settle overdue payables and the stress it puts on company's
liquidity profile," said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service.
Ratings downgraded:
Corporate Family Rating to Caa1 from B3;
Probability of Default Rating to Caa1-PD from B3-PD;
$375 million senior secured 2nd lien notes due 2018,
to Caa2 (LGD 4) from Caa1 (LGD 4)
RATING RATIONALE
Gibson's Caa1 Corporate Family Rating considers its weak liquidity
profile, soft credit metrics and the highly discretionary nature of
its musical instrument and consumer electronics product lines.
Demand for these products was dampened by the deterioration in
discretionary consumer spending during the last few years and was
exasperated by the poor consumer reception of its 2015 guitar
models. The ratings also reflect the company's high leverage at
around 8.5 times and the risks associated with the consumer
electronics business. Another key concern is that there continues
to be high turnover in the company's senior financial management
level. Gibson's ratings are supported by the company's strong brand
recognition in musical instruments and market share for guitar
products, and diversified product line within guitars and related
music areas. The ratings are also supported by its geographic
diversification.
The negative outlook reflects the risk that Gibson may not be able
to meet its near-term financial commitments.
The ratings could be lowered if the company does not materially
improve its free cash flow generation to address its $36 million
financial obligations to a consumer electronics supplier by
December 2016 or its subsequent $62 million obligation by December
2017.
While unlikely in the near term given the negative outlook, over
the longer term an upgrade could be considered if Gibson improves
and sustains its operating performance. Key credit metrics driving
an upgrade would be maintaining interest coverage of more than 2
time and reducing debt/EBITDA to around 6 times, while improving
its liquidity profile.
Headquartered in Nashville, Tennessee, Gibson Brands Inc. designs,
manufactures, markets, and globally distributes premium musical
instruments, consumer and professional audio and video products,
information products, and related accessories. The company's
product offerings are marketed under a portfolio of brands
including Gibson, Philips, Epiphone, Kramer, Baldwin, Onkyo, KRK,
and Stanton. Revenues approximated $1.7 billion for the twelve
months ended December 31, 2015.
GLYECO INC: Closes Rights Offering; Has 110M Outstanding Shares
---------------------------------------------------------------
GlyEco, Inc., closed its previously announced rights offering on
Feb. 26, 2016, according to a regulatory filing with the Securities
and Exchange Commission. The rights offering was made pursuant to
a registration statement on Form S-1 previously filed with the SEC
and declared effective on Jan. 20, 2016.
Pursuant to the rights offering, the Company distributed to holders
of its common stock non-transferable subscription rights to
purchase up to 50,200,947 shares of the Company's common stock, par
value $0.0001 per share. Each shareholder received one
subscription right for every one share of common stock owned at
5:00 p.m. EST on Oct. 30, 2015, the record date. Each subscription
right entitled a shareholder to purchase 0.7 shares of the
Company's common stock at a subscription price of $0.08 per share,
which was referred to as the basic subscription privilege. If a
shareholder fully exercised their basic subscription privilege and
other shareholders did not fully exercise their basic subscription
privileges, shareholders could also exercise an over-subscription
privilege to purchase a portion of the unsubscribed shares at the
same subscription price of $0.08 per share.
During the rights offering, subscription rights to purchase a total
of 37,475,620 shares of common stock, par value $0.0001, were
exercised. The exercise of these subscription rights resulted in
gross proceeds to the Company of approximately $2,998,050 before
deducting expenses of the rights offering. Following the issuance
of these 37,475,620 shares, the Company currently has a total of
110,045,324 shares of common stock outstanding.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
Glyeco reported a net loss attributable to common shareholders of
$8.73 million on $5.89 million of net sales for the year ended Dec.
31, 2014, compared with a net loss of $4 million on $5.53 million
of net sales for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $15.1 million in total
assets, $2.37 million in total liabilities and $12.8 million in
total stockholders' equity.
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has yet to
achieve profitable operations and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
GREENHUNTER RESOURCES: Has $3.5M DIP Loan from Existing Lender
--------------------------------------------------------------
GreenHunter Resources, Inc., et al., seek authority from the
Bankruptcy Court to obtain postpetition financing by entering into
a secured, postpetition, debtor-in-possession credit facility with
TCFII GH LLC as DIP lender and agent, for a multiple-draw, term
loan facility in an aggregate principal amount not to exceed $3.5
million.
Interest on the Credit Facility will be paid monthly in cash on all
outstanding advances under the DIP Facility, accruing at a per
annum rate of 18%. All interest will be computed on the basis of a
360-day year for the actual number of days elapsed. Effective
immediately upon the occurrence of an Event of Default, interest
will accrue at a rate that is 6% per annum in excess of the
Non-Default Interest Rate.
The Debtors also seek permission to use cash collateral of TCFII GH
LLC, as administrative agent for TCFII GH LLC (as successor in
interest to BRe WNIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub and
BRe BCLIC Sub), as purchaser under the Pre-Petition Notes, and
provide adequate protection to the Agent and DIP Lender for any
diminution in value of their interests in the Pre-Petition
Collateral, including Cash Collateral. The Debtors stipulate that
as of the Petition Date, the outstanding amount owed by them under
the Pre-Petition Notes was not less than $12,566,666 in principal
and $820,223 in interest.
By letter dated Jan. 12, 2016, TCF declared a default under the
Pre-Petition Notes. By letter dated, Feb. 12, 2016, TCF sent the
Debtors a notice of foreclosure indicating that TCF's collateral
would be sold via a foreclosure sale to take place on March 2,
2016. The Debtors entered into negotiations concerning the terms
of debtor-in-possession financing. As a condition of that
financing, TCF and the Debtors reached an agreement that the
Debtors would market its assets for sale and to adhere to certain
case milestones.
The Debtors will be required to comply with the following
schedule:
(a) On or before the earlier of (A) March 1, 2016 or (B) such
later date as may be agreed to in writing by the DIP Agent,
the Borrowers shall file in the Chapter 11 Case and
properly serve (i) the Sale Procedures Motion seeking
approval of the Sale Procedures Order, (ii) the 363
Purchase Agreement, and (iii) an application to employ an
investment banker to market and sell the Borrowers' assets
or businesses, provided that the terms of that employment
shall be agreed to by the DIP Agent and the Borrowers and
approved by the Bankruptcy Court.
(b) On or before March 9, 2016, or such later date to which the
DIP Agent consents in writing in its sole discretion, the
Borrowers shall begin marketing their assets for sale and
require indications of interest no later than March 25,
2016.
(c) On or before March 18, 2016, or such later date to which
the DIP Agent consents in writing in its sole discretion,
the Bankruptcy Court shall have entered the Sale Procedures
Order, which shall include a bid deadline of April 21,
2016.
(d) Unless the DIP Agent shall have otherwise provided its
prior written consent in its sole discretion, on or before
April 25, 2016, the Bankruptcy Court shall have entered the
Sale Order approving the 363 Sale, the results of the
auction and the winning bid received at the auction.
(e) Unless the DIP Agent agrees otherwise in its sole
discretion, on or before May 5, 2016, the Borrower shall
have consummated the 363 Sale, pursuant to the 363 Purchase
Agreement or pursuant to the Third-Party Purchase
Agreement with the Winning Bidder.
"The Debtors' need to use Cash Collateral and to obtain credit
pursuant to the DIP Facility is immediate and critical in order to
enable the Debtors to continue operations and to administer and
preserve the value of their estates," said Larry A. Levick, Esq.,
at Singer & Levick, P.C., counsel for the Debtors. "The ability of
the Debtors to maintain business relationships with their vendors,
suppliers and customers, to pay their employees, and to otherwise
finance their operations requires the availability of capital from
the DIP Facility and the use of Cash Collateral, the absence of any
of which would immediately and irreparably harm the Debtors, their
estates, their creditors and equity holders, and the possibility
for a successful reorganization," he added.
The Debtors proposed to grant priming liens and superpriority
claims to the DIP Lender.
About Greenhunter Resources
GreenHunter Resources, Inc., ., through its wholly-owned
subsidiaries, GreenHunter Water, LLC, GreenHunter Environmental
Solutions, LLC, and GreenHunter Hydrocarbons, LLC, is engaged in
providing water management solutions in the oilfield and its shale
plays of the Appalachian Basin.
Facing foreclosure by their prepetition secured lender TCFII GH
LLC, GreenHunter Resources and 12 of its affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Lead Case No.
16-40956) on March 1, 2016.
Kirk J. Trosclair, the executive vice president and chief operating
officer, signed the petitions. Judge Russell F. Nelms has been
assigned the cases.
The Debtors listed total assets of $36.3 million and total debt of
$29.05 million. The Debtors have about $6 million in unsecured
debt.
Singer & Levick, P.C. serves as the Debtors' counsel.
GREENHUNTER RESOURCES: Proposes to Pay $800,000 Vendor Claims
-------------------------------------------------------------
GreenHunter Resources, Inc., and its debtor affiliates are seeking
authority from the Bankruptcy Court to pay up to $500,000 to
critical vendors on an interim basis and up to $800,000 at the
final hearing.
In their day-to-day operations, the Debtors heavily rely on many
suppliers and service providers. The Debtors believe that the
goods and services supplied by certain of its vendors are critical
to their operations in that their businesses, or some arm of its
businesses, could not continue to operate without access to such
goods and services.
As of the Petition Date, many of the vendors deemed critical by the
Debtors have outstanding claims against them arising from
prepetition deliveries of goods and prepetition performance of
services. The Debtors assert that nonpayment of the prepetition
claims of certain of their vendors creates a significant risk of
disruption to their operations.
About Greenhunter Resources
GreenHunter Resources, Inc., ., through its wholly-owned
subsidiaries, GreenHunter Water, LLC, GreenHunter Environmental
Solutions, LLC, and GreenHunter Hydrocarbons, LLC, is engaged in
providing water management solutions in the oilfield and its shale
plays of the Appalachian Basin.
Facing foreclosure by their prepetition secured lender TCFII GH
LLC, GreenHunter Resources and 12 of its affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Lead Case No.
16-40956) on March 1, 2016.
Kirk J. Trosclair, the executive vice president and chief operating
officer, signed the petitions. Judge Russell F. Nelms has been
assigned the cases.
The Debtors listed total assets of $36.3 million and total debt of
$29.05 million. The Debtors have about $6 million in unsecured
debt.
Singer & Levick, P.C. serves as the Debtors' counsel.
* * *
TCF has agreed to provide DIP financing. The DIP financing
agreement requires the Debtors to consummate an 11 U.S.C. Sec. 363
sale of the assets by May 5, 2016.
GREENHUNTER RESOURCES: Requests Joint Administration of Cases
-------------------------------------------------------------
GreenHunter Resources, Inc., et al., ask the Bankruptcy Court to
enter an order directing procedural consolidation and joint
administration of their Chapter 11 cases under the Lead Case No.
16-40956.
"Given the integrated nature of the Debtors' operations, joint
administration of these Chapter 11 cases will provide significant
administrative convenience without harming the substantive rights
of any party in interest," Larry A. Levick, Esq., at Singer &
Levick, P.C., counsel for the Debtors, said.
The Debtors maintained that the entry of an order directing joint
administration will:
(a) reduce fees and costs by avoiding duplicative filings and
objections;
(b) facilitate a more efficient administrative process,
unburdened by various procedural difficulties anticipated
in the administration of two or more separate related
Chapter 11 cases;
(c) relieve the clerk of the Bankruptcy Court of the burden of
entering duplicate orders and keeping duplicate files; and
(d) simplify the supervision of the administrative aspects of
the cases by the United States Trustee.
About Greenhunter Resources
GreenHunter Resources, Inc. and 12 of its affiliates, providers of
water management services, each filed a Chapter 11 petition (Bankr.
N.D. Tex. Proposed Lead Case No. 16-40956) on March 1, 2016. Kirk
J. Trosclair signed the petition as executive vice president and
chief operating officer. The Debtors listed total assets of $36.29
million and total debts of $29.05 million. The Debtors have about
$6 million in unsecured debt.
Singer & Levick, P.C. serves as the Debtors' counsel. Russell F.
Nelms has been assigned the case.
GT ADVANCED: Eyes $3.6M Sale of Solar Business
----------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that GT Advanced
Technologies Inc. said on Feb. 23, 2016, it was not in a position
to make money off its solar power business, asking a bankruptcy
court to approve the assets' sale to an affiliate of private equity
firm Shah Capital Partners' for $3.6 million. GTAT filed court
papers in New Hampshire outlining the proposed sale of assets
related to the development of solar power technology to Merlin
Solar Technologies Inc.
About GT Advanced
Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry. On Nov. 4, 2013, GTAT announced a
multi-year supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ
stock exchange in October 2014.
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GTAT has reached a settlement with Apple. The settlement gives
Apple an approved claim for $439 million secured by more than 2,000
sapphire furnaces that GT Advanced owns and has four years to sell,
with proceeds going to Apple. In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.
The bankruptcy case is assigned to Judge Henry J. Boroff.
HAMPSHIRE GROUP: Chief Operating Officer Resigns
------------------------------------------------
David Price, chief operating officer of Hampshire Group, Limited,
gave notice to the Company of his resignation effective March 25,
2016, as disclosed in a regulatory filing with the Securities and
Exchange Commission. Mr. Price's duties will be assumed by other
employees of the Company.
On Feb. 26, 2016, the board of directors of the Company increased
the number of directors constituting the Board from four to five
directors and appointed Robin Marino to serve as a member of the
Board until her successor will be elected.
In connection with her appointment, Ms. Marino was granted an
option to purchase 13,500 shares of common stock at $0.30 per share
under the Company's 2009 Stock Incentive Plan, which option becomes
exercisable in four equal annual installments beginning one year
from the date of grant and expires 10 years from the date of
grant.
Following Ms. Marino's appointment, the Board revised Board
committee assignments to be as follows:
Audit Committee:
Thomas J. Doyle, Jr., Chair
Brett H. Fialkoff
Benjamin C. Yogel
Compensation Committee:
Brett H. Fialkoff, Chair, Chair
Robin Marino
Benjamin C. Yogel
Nominating Committee:
Robin Marino, Chair
Thomas J. Doyle, Jr.
Benjamin C. Yogel
About Hampshire Group
New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a
holding company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC. The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.
As of June 27, 2015, Hampshire Group had $26.70 million in total
assets, $32.18 million in total liabilities and a $5.48 million
total stockholders' deficit.
The Company is in default under its credit facility and entered
into a forbearance agreement and amendment to the credit facility
on Nov. 30, 2015, which among other things, changed the maturity
date of the credit facility to Feb. 29, 2016. The Company's
lenders have indicated that they will not renew the credit facility
beyond that maturity date, because they intend to exit this line of
business.
The Company incurred losses from continuing operations of $28.8
million, $12.8 million, $9.3 million, $16.8 million and $8.6
million, in the years ended Dec. 31, 2014, 2013, 2012, 2011 and
2010, respectively. As of June 27, 2015, the Company had a
negative net worth or stockholders' deficit of $5.5 million.
These conditions, according to the Company, raise substantial doubt
about its ability to continue as a going concern.
HCSB FINANCIAL: Announces $45 Million Capital Raise
---------------------------------------------------
HCSB Financial Corporation announced that it has entered into a
stock purchase agreement with Castle Creek Capital Partners VI,
L.P. and certain other institutional and accredited investors,
pursuant to which it expects to raise aggregate gross proceeds of
$45 million through a private placement of shares of common stock
at $0.10 per share and shares of a new series of non-voting
mandatorily convertible non-cumulative preferred stock at $10.00
per share. The closing of the private placement is subject to
regulatory approval and other conditions.
Upon closing of the private placement and receipt of regulatory
approvals, Castle Creek will, and one or more other investors may,
be entitled to have one representative appointed to both the
Company's and Bank's board of directors, and one or more other
investors may be entitled to have a non-voting board observer.
The Company intends to use the net proceeds of the private
placement to repurchase the Company's outstanding Series T
preferred stock, trust preferred securities, and subordinated debt
notes, and to recapitalize the Company's wholly-owned bank
subsidiary, Horry County State Bank to support its operations and
increase its capital ratios to meet the higher minimum capital
ratios required under the terms of the Bank's consent order with
the FDIC and the South Carolina Board of Financial Institutions.
The Company also announced that it has entered into an agreement
with the U.S. Treasury to repurchase its outstanding Series T
preferred stock, which were issued as part of the TARP Capital
Purchase Program, at a 99% discount and an agreement with the
holder of its trust preferred securities to repurchase those
securities at a 90% discount. In addition, the Company announced
that on March 2, 2016, it received final court approval of the
settlement of a class action lawsuit that had been brought by
holders of its subordinated debt notes. Pursuant to the
settlement, the Company will pay each class member an amount equal
to 20% of the principal of such person's subordinated debt note. In
exchange, class members will grant all defendants in the lawsuit a
full and complete release of all claims that were asserted or could
have been asserted in the class action lawsuit. The Company is
settling the class action solely to avoid future inconvenience and
protracted, costly litigation and to help facilitate the
recapitalization of the Bank, and the settlement does not
constitute a concession or admission of wrongdoing or liability by
any of the defendants.
The Company must still receive the necessary regulatory approvals
or nonobjections for each of these agreements and payments.
Assuming it receives these approvals, it anticipates closing the
recapitalization in April 2016.
Jimmy Clarkson, who has served as the president and chief executive
officer of the Company and the Bank since the formation of the Bank
in 1987 and the formation of the Company in 1999, will retire at
the closing of the recapitalization. Mr. Clarkson will continue to
assist the board of directors and the management team as a
consultant on matters related to the Bank's business.
Jan H. Hollar will become the chief executive officer and a
director of the Company and the Bank, effective as of the closing
of the recapitalization. Ms. Hollar brings extensive banking
expertise from her 37 years of experience in the financial services
industry. She has been working with the Bank as a consultant on a
part-time basis since August 2014 and on a full-time basis since
November 2015. During her career, Ms. Hollar has worked mainly
with regional and community banks in the Carolinas, and she has
gained experience in evaluating corporate strategic decisions,
structuring a bank's balance sheet, addressing significant
regulatory compliance issues, managing employees with varied skills
and development, as well as developing and implementing
corporate-wide processes and programs, and designing, hiring and
training of many banking professionals, among other things. Most
notably, Ms. Hollar served as executive vice president and chief
financial officer of Yadkin Financial Corporation and Yadkin Bank
in Statesville, North Carolina from September 2009 until July 2014,
when Yadkin merged with VantageSouth Bancshares, Inc. and Piedmont
Community Bank Holdings, Inc. Ms. Hollar had been hired by Yadkin
in 2009 as part of the executive management team that was brought
in to address the challenges facing Yadkin as a result of the Great
Recession. Yadkin's management team engineered a significant
turn-around in Yadkin's operations and executed a number of key
strategic measures to position the company and the bank for future
growth, including raising a significant amount of capital from
institutional investors, redeeming or exchanging all of Yadkin's
outstanding TARP preferred stock, and cleaning up the balance sheet
through the disposition of troubled assets. The board of directors
believes that Ms. Hollar's experience with the turnaround at Yadkin
makes her well qualified to lead the recapitalized Company and
Bank.
Ms. Hollar commented, "I am honored to be in this position at a
pivotal time for Horry County State Bank. This is a bank with a
great history of serving its customers, and we are looking forward
to continuing that service with the strong financial position we
will have following this recapitalization. Our customers will
always come first as we strive to bring them trusted advice and
sound financial solutions." Ms. Hollar added: "We are excited
about the capital raise and our partnership with Castle Creek and
our other investors. This capital raise significantly strengthens
our balance sheet and will put us in a position soon to exit our
written agreement and our consent order. We look forward to the
financial and strategic flexibility this capital will provide us."
Effective as of Feb. 26, 2016, Jack McElveen was appointed as the
new chief credit officer of the Bank, replacing the Bank's
long-time chief credit officer, Glenn Bullard, who retired on Dec.
31, 2015. Mr. McElveen brings extensive banking expertise to the
Bank from his 30 years of experience in the financial services
industry, having most recently served as chief credit officer of
the $1.1 billion-asset The Palmetto Bank in Greenville, South
Carolina from July 2009 to August 2015. As with Ms. Hollar, Mr.
McElveen was originally hired in 2009 as part of the executive
management team that was brought in to address the significant
challenges facing The Palmetto Bank as a result of the Great
Recession, and Mr. McElveen led the bank's credit team through its
turnaround.
Mike Addy, the Company’s chairman of the board, stated, "We are
very grateful to Mr. Clarkson for his tireless service to the Bank
and the Company over the last 29 years, particularly for guiding us
through the Great Recession. Without Mr. Clarkson's leadership and
perseverance, we would not have made it through the last few years,
nor would be in position to announce this recapitalization today."
Mr. Addy added, "I am also excited that Jan Hollar and Jack
McElveen have agreed to join our leadership team, and I am pleased
that a representative of Castle Creek will be joining our board of
directors. I believe that their expertise and guidance will help
contribute to our future success."
The Company also announced plans to conduct a $3 million public
offering to allow existing shareholders and certain other persons
to purchase common stock at the same purchase price per share as
the investors in the capital raise described above. Mr. Addy
stated, "Our legacy shareholders and subordinated debt holders have
stood by our side during the prolonged economic downturn. It was
important to us to provide these shareholders the opportunity to
purchase additional shares at the same price as the investments
made by Castle Creek and the other institutional investors."
The Company intends to hold its 2016 annual meeting of shareholders
in the spring of 2016 on a date to be announced.
Hovde Group, LLC served as the exclusive placement agent for the
private placement and as financial advisor to the Company and the
Bank. Nelson Mullins Riley & Scarborough LLP served as the
Company's legal advisor. Sidley Austin LLP served as legal advisor
to Castle Creek.
Additional information regarding the terms and conditions of the
transactions is available for free at http://is.gd/p2nUNV
About HCSB Financial
Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank. The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988. From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services. During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach. All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.
HCSB Financial reported a net loss available to common shareholders
of $1.4 million on $16.09 million of total interest income for the
year ended Dec. 31, 2014, compared to net income available to
common shareholders of $911,000 on $17.07 million of total interest
income for the year ended Dec. 31, 2013.
Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation that requires, among other
provisions, capital ratios to be maintained at certain levels. As
of Dec. 31, 2014, the Company's subsidiary is considered
significantly undercapitalized based on its regulatory capital
levels. These considerations raise substantial doubt about the
Company's ability to continue as a going concern. The Company also
has deferred interest payments on its junior subordinated
debentures for 16 consecutive quarters as of Dec. 31, 2014. Under
the terms of the debentures, the Company may defer payments for up
to 20 consecutive quarters without creating a default. Payment for
the 20th quarter interest deferral period will be due in March
2016. If the Company fails to pay the deferred and compounded
interest at the end of the deferral period, the trustees of the
corresponding trusts, would have the right, after any applicable
grace period, to exercise various remedies, including demanding
immediate payment in full of the entire outstanding principal
amount of the debentures. The balance of the debentures and
accrued interest as of December 31, 2014 were $6.19 million and
$714,000, respectively. These events also raise substantial doubt
about the Company's ability to continue as a going concern as of
Dec. 31, 2014.
As of Sept. 30, 2015, the Company had $378.54 million in total
assets, $389.72 million in total liabilities and a shareholders'
deficit of $11.17 million.
Bankruptcy Warning
The Company has been deferring interest payments on its trust
preferred securities since March 2011 and has deferred interest
payments for 19 consecutive quarters. The Company is allowed to
defer payments for up to 20 consecutive quarterly periods, although
interest will also accrue and compound quarterly from the date such
deferred interest would have been payable were it not for the
extension period. All of the deferred interest, including interest
accrued on such deferred interest, is due and payable at the end of
the applicable deferral period, which is in March 2016. At Sept.
30, 2015, total accrued interest equaled $852 thousand.
"If we are not able to raise a sufficient amount of additional
capital, the Company will not be able to pay this interest when it
becomes due and the Bank may be unable to remain in compliance with
the Consent Order. In addition, the Company must first make
interest payments under the subordinated notes, which are senior to
the trust preferred securities. Even if the Company succeeds in
raising capital, it will have to be released from the Written
Agreement or obtain approval from the Federal Reserve Bank of
Richmond to pay interest on the trust preferred securities. If
this interest is not paid by March 2016, the Company will be in
default under the terms of the indenture related to the trust
preferred securities. If the Company fails to pay the deferred and
compounded interest at the end of the deferral period the trustee
or the holders of 25% of the aggregate trust preferred securities
outstanding, by providing written notice to the Company, may
declare the entire principal and unpaid interest amounts of the
trust preferred securities immediately due and payable. The
aggregate principal amount of these trust preferred securities is
$6.0 million. The trust preferred securities are junior to the
subordinated notes, so even if a default is declared the trust
preferred securities cannot be repaid prior to repayment of the
subordinated notes. However, if the trustee or the holders of the
trust preferred securities declares a default under the trust
preferred securities, the Company could be forced into involuntary
bankruptcy," the Company states in the Form 10-Q for the period
ended Sept. 30, 2015.
HEBERT RESEARCH: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the Western District of Washington that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Hebert Research Inc.
About Hebert Research
Hebert Research Inc. filed a Chapter 11 petition (Bankr. W.D.
Wash., Case No. 16-10111) on January 11, 2016. The Debtor is
represented by Dallas W. Jolley, Jr., Esq.
HHH CHOICES HEALTH: U.S. Trustee Forms Five-Member Committee
------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, appointed five
creditors of Hebrew Hospital Home of Westchester Inc., an affiliate
of HHH Choices Health Plan LLC, to serve on the official committee
of unsecured creditors.
The Committee members are:
(1) 1199SEIU Benefit and Pension Funds
330 West 42nd Street, 28th Floor
New York, NY 10036
Attn: John P. Stack
(2) HHH Acquisition, LLC
180 Sylvan Avenue
Englewood Cliffs, NJ 07362
Attn: Mark Friedman
(3) Unlimited Care Inc.
333 Westchester Avenue
West Building-WE02
White Plains, NY 10604
Attn: Donna McNamara
(4) LTC Consulting Services, LLC
Randolph Road
Howell, NJ 07731
Attn: Esther Yormack
(5) Carenext PostAcute LLC
4 Greenwich Office Park
Greenwich, CT 06831
Attn: Richard W. Kaplan
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About HHH Choices
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC,
(Bankr. S.D.N.Y., Case No. 15-11158) on May 4, 2015, in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered. The Petitioning Creditors tapped
Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, in
Garden City, New York, as counsel. Judge Michael E. Wiles has been
assigned to the case.
Hebrew Hospital Home of Westchester, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y., Case No.
16-10028) on January 8, 2016. The case is also assigned to Judge
Wiles.
The Debtor tapped Raymond L. Fink, Esq., and John Mueller, Esq., at
Harter Secrest & Emery LLP, in Buffalo, New York. The petition was
signed by Mary Frances Barrett, CEO.
HI-CRUSH PARTNERS: Moody's Cuts Corporate Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded Hi-Crush Partners LP's
Corporate Family Rating to Caa1 from B3, the Probability of Default
Rating to Caa1-PD from B3-PD, and senior secured term loan B due
2021 to Caa1 from B3. The Speculative Grade Liquidity Rating was
revised to SGL-4. The rating outlook remains negative.
The following rating actions were taken:
Corporate Family Rating, downgraded to Caa1 from B3;
Probability of Default Rating, downgraded to Caa1-PD
from B3-PD;
$200 million senior secured term loan B due 2021,
downgraded to Caa1 (LGD3) from B3 (LGD4);
Speculative Grade Liquidity Rating, revised to SGL-4 from
SGL-3;
The rating outlook is negative.
RATINGS RATIONALE
The rating downgrade and negative outlook reflect Moody's
expectation that EBITDA and key credit metrics will deteriorate
further in 2016, stemming from on-going weakness in the oil and
natural gas industry. The deterioration in Hi-Crush's end markets
has resulted in a 34% decline in adjusted EBITDA in 2015 from 2014.
Key credit metrics have also weakened. Adjusted debt-to-EBITDA
increased to 3.3x from 1.7x and adjusted EBIT-to-interest coverage
declined to 3.5x from 9.5x for the same period. Adjusted operating
margin also declined to 16.2% from 35.9%. In 2016, Moody's foresees
material reductions in E&P capital spending. Oversupply continues
in the global oil markets, demand growth remains tepid, and the
timing of an oil price recovery is uncertain.
Customer credit and liquidity are becoming larger concerns.
Customer credit is deteriorating from prolonged end market weakness
and any extended payments by customers would pressure Hi-Crush's
cash flow. In addition, the company's ability to draw under its
revolver at this time is governed by minimum EBITDA thresholds.
Moody's believes that Hi-Crush's revolver access could be at risk
depending on the severity of EBITDA deterioration -- a material
impact to liquidity. The Caa1 rating assumes the company will be
able to meet its minimum EBITDA financial covenants and generate
enough cash to meet its interest payments. The negative outlook
reflects the uncertainty surrounding the extent of projected EBITDA
decline in 2016 and the risk of Hi-Crush's losing revolver access.
Hi-Crush's Caa1 Corporate Family Rating (CFR) and negative outlook
reflect the firm's limited size, reliance on a single commodity
product, exposure to one cyclical end market, and reliance on the
hydraulic fracturing industry for substantially all of its revenue
and operating income. Although the company has temporarily
suspended its distributions, the CFR also incorporates the MLP
capital structure which constrains liquidity in a normalized
operating environment. The credit profile is supported by the
company's solid market position in the frac-sand industry, its
position as one of the larger frac-sand producers of high-quality
"Northern White" sand, strategically located production facilities
and logistical network, and long-standing customer relationships.
Hi-Crush's Speculative Grade Liquidity rating of SGL-4 reflects the
company's weak liquidity position. As of February 19, 2016, the
company had liquidity of approximately $51.8 million, consisting of
approximately $12 million in cash and $39.8 million revolver
(unrated) capacity. The company had $7.7 million letter of credit
commitments. Hi-Crush has no material debt maturities until April
2019 when its $100 million revolving credit agreement matures. The
revolver is governed by minimum quarterly EBITDA covenant through
March 31, 2017 and then is governed by quarterly maximum leverage
covenant and minimum interest coverage. "Given our negative outlook
for the oil and gas end markets in 2016, we believe that the
company could be challenged in meeting its minimum EBITDA covenant.
If Hi-Crush does not meet the minimum EBITDA covenant, the company
would lose access to the revolver. The amended facility allows for
distributions to unit holders up to 50% of quarterly distributable
cash flow after quarterly debt payments on the term loan, but we
believe that distribution will remain suspended while industry
conditions remain weak and uncertain," said Moody's.
The outlook could be changed to stable if Hi-Crush's liquidity
increases and operating results improve, most likely due to a
demand recovery.
The ratings could be downgraded if Hi-Crush loses access to its
revolver without securing another alternative to liquidity or
operating results deteriorate such that Hi-Crush is at risk of a
payment default.
Hi-Crush Partners LP, based in Houston, Texas, is an integrated
producer, transporter, marketer and distributor of high-quality
monocrystalline sand, which is a specialized mineral used as a
proppant to recover hydrocarbons from oil and natural gas wells.
Hi-Crush owns, operates and develops sand reserves and related
excavation, processing and distribution facilities. At year-end
2015, the company held approximately 123 million tons of proven
recoverable reserves of frac sand meeting API specifications, had
4.71 million tons of annual processing capacity, owned or leased
3,947 railcars and owned 14 destination terminals (five of which
are currently idled). For the year ended 2015, the company
generated revenue of $340 million.
INDUSTRIAL URBAN: Law Firm Dodges Malpractice Claim in Advice Row
-----------------------------------------------------------------
Kurt Orzeck at Bankruptcy Law360 reported that a New Jersey state
judge has tossed legal malpractice and negligence claims accusing
Trenk DiPasquale Della Fera & Sodono PC of providing bad bankruptcy
advice to a former client that stopped paying fees, according to a
decision made public on Feb. 25, 2016.
Granting the firm's motion to dismiss with prejudice, Judge
Stephanie A. Mitterhoff ruled that a commercial litigation attorney
representing construction company Industrial Urban Corp. wasn't
experienced enough in bankruptcy law to satisfy an affidavit needed
to pursue the claim against the firm.
Industrial Urban Corp., Industrial Concrete Construction of NJ Inc.
and others allegedly hired Trenk to represent them in suits brought
by a bank over a series of complex loan transactions, court papers
said. After the companies allegedly decided they wanted to seek
bankruptcy protection, they stopped paying legal fees and refused
to resolve the resulting dispute in arbitration.
Trenk sued the companies, who then lodged counterclaims and an
affidavit of merit prepared by Andrew M. Epstein, a litigation
attorney at Lampf Lipkind Prupis & Petigrow PA. Judge Mitterhoff on
Feb. 19 said the attorney’s affidavit failed because he lacked
the requisite experience in bankruptcy law.
The case is Trenk DiPasquale Della Fera & Sodono PC v. Industrial
Urban Corp. et al., docket number L-1657-15, in the Superior Court
of New Jersey Law Division, Essex County.
KALOBIOS PHARMACEUTICALS: To Ink $10M Loan after Drug Rights Buy
----------------------------------------------------------------
Vince Sullivan at Bankruptcy Law360 reported that pharmaceutical
company KaloBios said on Feb. 26, 2016, it has reached a tentative
agreement on $10 million in bankruptcy financing as a result of its
approved purchase of the licensing and regulatory rights to a
Chagas disease treatment.
At a hearing in Delaware bankruptcy court on Feb. 26, 2016,
KaloBios Pharmaceuticals Inc.'s attorney Eric Schwartz said that
the financing agreement was made possible by buying the rights to
benznidazole from Savant Neglected Diseases, which will provide a
significant revenue stream to stave off an asset sale of KaloBios.
About KaloBios Pharmaceuticals
Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a company biopharmaceutical company focused on the
development of monoclonal antibody therapeutics.
The Company's balance sheet at March 31, 2015, showed $32.0
million in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $16.1 million.
KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a
voluntary petition for bankruptcy protection under Chapter 11 of
Title 11 of the United States Bankruptcy Code. The filing was
made in the U.S. Bankruptcy Court for the District of Delaware
(Case No. 15-12628).
The Company is represented by Eric D. Schwartz of Morris, Nichols,
Arsht & Tunnell.
KAR AUCTION: S&P Lowers Rating on New Credit Facility to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
on KAR Auction Services Inc.'s new credit facility (consisting of a
senior secured term loan B-3 due 2023 and a revolver due 2021) to
'BB-' from 'BB' and revised its recovery ratings on the facility to
'3' from '2'. The '3' recovery rating indicates S&P's expectation
for meaningful (50%-70%; upper half of the range) recovery in the
event of a payment default.
At the same time, S&P lowered its issue-level rating on the
company's existing $1.1 billion senior secured term loan B-2 due
2021 to 'BB-' from 'BB' and revised S&P's recovery rating on the
loan to '3' from '2'. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; upper half of the range)
recovery in the event of a payment default.
S&P is revising its ratings on the new credit facility because the
company is upsizing it to $1.35 billion.
KAR is undertaking this refinancing in order to extend its debt
maturities and to provide additional financial flexibility. After
the company completes its refinancing, S&P will withdraw all of its
ratings on KAR Auction Services' term loan B due 2017 and revolving
credit facility due 2019.
S&P's corporate credit rating on KAR is based on S&P's aggressive
assessment of the company's financial risk profile, which reflects
its positive but somewhat volatile free operating cash flow. S&P
assesses the company's business risk profile as fair to reflect its
established positions in the whole-car and salvage auction markets,
which are somewhat mitigated by its business concentration in North
America and its strategic focus on growing through acquisitions.
RATINGS LIST
KAR Auction Services Inc.
Corporate Credit Rating BB-/Stable/--
Ratings Lowered; Recovery Ratings Revised
To From
KAR Auction Services Inc.
Sr Secd Trm Ln B-3 Due 2023 BB- BB
Recovery Rating 3H 2L
Revolver Due 2021 BB- BB
Recovery Rating 3H 2L
Sr Secd Trm Ln B-2 Due 2021 BB- BB
Recovery Rating 3H 2L
KEHE DISTRIBUTORS: Moody's Cuts Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and the Probability of Default Rating of KeHE Distributors, LLC
("KeHE") to B3 and B3-PD from B2 and B2-PD, respectively.
Concurrently, Moody's downgraded the rating of the company's $200
million second lien notes due 2021 to Caa1 from B3. The ratings
outlook is stable.
"Despite the growth in the company's revenues, earnings and credit
metrics are much weaker than our original expectations at the time
of the company's acquisition of Nature's Best in 2014 due to higher
expenses related to the integration and we do not expect
significant improvement in metrics in the next 12 months", Mickey
Chadha Senior Analyst at Moody's said. "The rating downgrade also
acknowledges Kehe's weaker liquidity as a result of negative free
cash flow and higher borrowings under its revolving credit
facility", Chadha further stated.
The following ratings are downgraded:
Issuer: KeHE Distributors, LLC
-- Probability of Default Rating, to B3-PD from B2-PD
-- Corporate Family Rating, to B3 from B2
-- Senior Secured Regular Bond/Debenture, to Caa1 (LGD5) from B3
(LGD5)
Outlook Actions:
Issuer: KeHE Distributors, LLC
-- Outlook, Remains Stable
RATINGS RATIONALE
KeHE's B3 corporate family rating reflects the company's weak
liquidity and high leverage -- Moody's estimates fiscal year ending
May 2016 debt/EBITDA (with Moody's standard adjustments) will be
over 7.0 times. The company's operating expenses and capital
expenditures have been higher than normal as it continues to
integrate the operations of Nature's Best, optimize the locations
of the combined distribution centers and increase its distribution
capacity through a new distribution center in Denver. Lower
profitability coupled with increased working capital and capital
expenditures to cater to increased volume resulting from new
contracts has weakened liquidity and resulted in increased
borrowings under the company's revolving credit facility. The
company's recent debt financed acquisition of Monterrey Provision
Co. has also added to the company's debt burden. Credit metrics
have therefore weakened to levels below Moody's expectations.
Improvement in credit metrics in the next 12-18 months is expected
to be modest and will be primarily dependent on EBITDA growth as
debt reduction is expected to be moderate. The rating also reflects
KeHE's customer concentration with three of the combined company's
top customers accounting for about 35% of total revenues, its thin
margins with a fixed cost structure and its limited pricing power
in a highly competitive market. Ratings are supported by the
company's good position in a growing and attractive market niche
for specialty, organic and natural foods and its geographic
diversification. However it is a relatively small player in the
overall food distribution business segment and could be vulnerable
if larger broadline food distributors enter its niche market.
The stable rating outlook reflects our expectation that KeHE will
modestly reduce leverage through EBITDA growth while maintaining
adequate liquidity and balanced financial policies including but
not limited to acquisitions.
Ratings could be upgraded if the company demonstrates sustained
growth in sales, and profitability and has good liquidity.
Quantitatively, ratings could be upgraded if debt/EBITDA is
sustained below 5.5 times and EBITA/interest expense is sustained
above 1.75 times.
Ratings could be downgraded if operating performance deteriorates
such that debt/EBITDA does not demonstrate improvement towards 6.0
times or EBITA/interest does not demonstrate improvement towards
1.5 times. Ratings could also be downgraded if liquidity
deteriorates or if acquisition activity causes deterioration in
cash flow or credit metrics.
KeHE Distributors, LLC is a majority employee owned specialty and
natural & organic food distributor in the U.S. and Canada. The
company's customers include large chain grocery stores, regional
grocery chain stores, independent natural product retailers, mass
and retail club stores and independent grocery stores. Total LTM
ended October 31, 2015 revenue was approximately $3.2 billion.
LAKE TAHOE: Section 341 Meeting Schedule for April 1
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Lake Tahoe
Partners LLC has been set for April 1, 2016, at 11:00 a.m. at Santa
Rosa U.S. Trustee Office.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Lake Tahoe Partners LLC, a single asset real estate, filed a
Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No.
16-10150) on March 1, 2016. The petition was signed by Tim Wilkens
as CEO. The Debtors estimated assets in the range of $10 million
to $50 million and liabilities of at least $10 million. The Law
Offices of Michael Brook serves as the Debtor's counsel. Judge
Thomas E. Carlson represents the Debtor as counsel.
Creditors have until June 30, 2016, to file their proofs of claim.
LEAPFROG ENTERPRISES: Has Merger Agreement with VTech Holdings
--------------------------------------------------------------
Bonita Merger Sub, L.L.C., an indirect wholly-owned subsidiary of
VTech Holdings Limited, is offering to purchase all of the
outstanding shares of Class A common stock and Class B common
stock, each having a par value of $0.0001 per share, of LeapFrog
Enterprises, Inc., at a purchase price of $1.00 per Share.
The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of Feb. 5, 2016, as amended by the First Amendment
to the Agreement and Plan of Merger, dated as of Feb. 29, 2016, by
and among VTech, the Purchaser, and LeapFrog, under which the
Purchaser will be merged with and into LeapFrog pursuant to Section
251(h) of the General Corporation Law of the State of Delaware, as
amended, with LeapFrog surviving the Merger as an indirect
wholly-owned subsidiary of VTech.
The Offer is scheduled to expire on April 1, 2016, unless
extended.
About LeapFrog Enterprises
Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children. The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys. It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.
As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.
For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.
"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year. During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail. Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand. In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet. The
Company does not believe that these challenging conditions will
improve materially in the next two quarters. The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products. However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter. The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.
LEAPFROG ENTERPRISES: Takes Steps to Address Listing Deficiency
---------------------------------------------------------------
LeapFrog Enterprises, Inc. provided the New York Stock Exchange
with notification of an intention to take steps to cure a
previously noticed deficiency in the trading price of the Company's
common stock.
On Sept. 4, 2015, LeapFrog received NYSE's letter notifying
LeapFrog that it is below criteria for applicable continued listing
standards of the New York Stock Exchange due to the average closing
price of its security over a consecutive 30-trading-day-period
falling below $1.00. On Sept. 14, 2015, LeapFrog confirmed receipt
of the Below Criteria Letter.
In a letter to the NYSE, a copy of which was furnished with the
SEC, LeapFrog notified the NYSE that it has entered into an
Agreement and Plan of Merger with VTech Holdings Limited, an
exempted company incorporated in Bermuda with limited liability,
and Bonita Merger Sub, L.L.C., a Delaware limited liability company
and wholly owned subsidiary of VTech ("Acquisition Sub"). Pursuant
to the Merger Agreement, LeapFrog will be merged with and into
Acquisition Sub and become a wholly owned subsidiary of VTech, at
which time the Company intends to initiate delisting procedures
with the NYSE. The Merger is expected to close on or about April
4, 2016.
If the Merger fails to close and LeapFrog continues as an
independent company, then it intends to seek the approval of its
stockholders for a reverse split of LeapFrog's common stock at its
2016 annual meeting, to be held in August 2016. The Reverse Split
would be in an amount sufficient to bring the per share price of
LeapFrog's common stock into compliance with Section 802.01C of the
NYSE Listed Company Manual.
About LeapFrog Enterprises
Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children. The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys. It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.
As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.
For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.
"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year. During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail. Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand. In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet. The
Company does not believe that these challenging conditions will
improve materially in the next two quarters. The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products. However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter. The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.
LEGACY RESERVES: S&P Affirms 'CCC+' Rating on Unsecured Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
issue-level rating on Legacy Reserves L.P.'s unsecured debt and
removed it from CreditWatch, where S&P placed it with negative
implications on Feb. 9, 2016. The recovery rating remains '5',
indicating S&P's expectation of modest (10% to 30%; lower half of
the range) recovery if a payment default occurs. The 'B-'
corporate credit rating is unchanged and the outlook is stable.
"The stable outlook on Legacy Reserves L.P. reflects our view that
although credit measures will weaken in 2016, we expect funds from
operations to debt to improve to about 10% in 2017 while liquidity
remains adequate," said Standard & Poor's credit analyst Aaron
McLean.
S&P could lower the rating if it believed FFO to debt would remain
well below 12% on a sustained basis approaching levels S&P views as
unsustainable or liquidity became less than adequate. S&P believes
this would most likely occur if the company assumed a more
aggressive capital spending program, reinstated distributions, or
if its production was weaker than S&P's current projections due to
a prolonged commodity price slump.
S&P would consider an upgrade if the company improved its FFO to
debt above 12% for a sustained period while maintaining adequate
liquidity. This would likely occur if commodity prices were to
rise and the company maintained conservative spending levels.
LINEAGE LOGISTICS: Moody's Confirms B3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service, confirmed the B3 corporate family rating
("CFR") of Lineage Logistics, LLC. The rating agency also confirmed
the B3 rating of Lineage's senior secured term loan. At the
conclusion of the review, the rating outlook was revised to
negative.
Moody's confirmed the following ratings for Lineage Logistics,
LLC:
-- Probability of Default Rating, B3-PD
-- Corporate Family Rating, B3
-- Senior Secured Bank Credit Facility, B3
Outlook Negative
RATING RATIONALE
The confirmation of Lineage's B3 CFR acknowledges Moody's
expectation for an increase in cash flow and margins as a result of
recent operational improvements. It also reflects Lineage's leading
position in the cold storage supply chain, which has
non-discretionary characteristics and less susceptibility to
fluctuations in economic conditions, with a high quality customer
base. Furthermore, Moody's believes the company is focused on
meaningfully deleveraging its balance sheet over the next six to
twelve months. Importantly, Lineage maintains good liquidity with
no near term maturities.
Nonetheless, Moody's also noted that Lineage has faced challenges
related to its rapid growth via acquisitions, which included
business disruption and integration challenges, higher labor costs,
rate reductions, higher corporate administrative expenses and costs
related to assimilation of software and technology systems. While
Moody's believes that the company is beginning to successfully
address these issues, it is early to say that they are no longer
challenges to the credit profile. Moreover, the company is
implementing more aggressive pricing strategies, which entails risk
of customer loss. As well, Lineage has maintained persistently high
leverage and low interest coverage, expected at over 10.0 times
debt to EBITDA and less than 1.0 time EBITA to interest at year end
2015, which are weak when compared to our expectations for issuers
rated in the B3 category.
The negative outlook incorporates the challenges faced by Lineage
in continuing to improve its operations and reduce debt levels.
Lineage's rating outlook could be brought to stable if the company
demonstrates solid improvement in operations with continued growth
in sales and improvements in margins, combined with a permanent
reduction in leverage to mid-7 times debt to EBITDA or lower.
Alternatively, if Lineage is unable to meaningfully reduce leverage
or increase interest coverage, the ratings would likely be
downgraded. Moreover, reversals of operational improvements or
deterioration in the company's liquidity would also likely result
in a lower rating.
Lineage Logistics, LLC, headquartered in Irvine, CA, is one of the
largest providers of refrigerated storage services in North
America. Lineage is owned and managed by Bay Grove, a principal
investment firm dedicated to partnering with management teams to
build successful businesses.
LONESTAR RESOURCES: S&P Affirms 'CCC+' Rating on Unsecured Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
issue-level rating on Lonestar Resources America Inc.'s unsecured
debt and removed it from CreditWatch, where S&P placed it with
negative implications on Feb. 9, 2016. The recovery rating remains
'5', indicating S&P's expectation of modest (10% to 30%, lower half
of the range) recovery if a payment default occurs. The 'B-'
corporate credit rating and stable outlook are unaffected.
The rating action follows S&P's updated recovery analysis for
Lonestar. The valuation for Lonestar reflects the company's
year-end 2015 PV-10 report, using S&P's revised recovery price
assumptions of $50 per barrel for West Texas Intermediate (WTI)
crude oil, $3.00 per million Btu for Henry Hub natural gas, and
natural gas liquids priced at the historical 12-month average
realization.
The ratings on Lonestar reflect the company's participation in the
highly cyclical oil and gas exploration and production (E&P)
industry, concentration in a single basin, small scale of
operations, and high proportion of liquids in its production mix.
S&P views the company's business risk profile as vulnerable.
Lonestar reported year-end 2015 proved reserves of 40.2 million
barrels of oil equivalent (mmboe), up from 31 mmboe at year-end
2014, and about 76% of which were liquids. Fourth-quarter
production was about 7.6 thousand barrels of oil equivalent per
day, up from 5.8 for the same period in 2014. Despite the increase
in reserves and production, Lonestar remains one of the smallest
E&P companies S&P rates. The company's reserves are concentrated
in the Eagle Ford play in South Texas.
"The stable outlook reflects our expectation that Lonestar will
maintain FFO to debt above 12% over the next year, despite weak oil
and natural gas prices. In addition, we expect liquidity to remain
adequate over this period," said Standard & Poor's credit analyst
Michael Tsai.
S&P could lower the rating if the company sustained FFO to debt
well below 12% or if it fails to maintain adequate liquidity, which
could occur if the company's drilling program fails to meet our
current projections.
S&P does not view an upgrade as likely in the next 12 months based
on S&P's assessment of the company's small operational scale
relative to 'B' rated peers. S&P expects that a multiyear spending
program or a significant acquisition would be needed to achieve
such scale.
MADISON SQUARE TAVERN: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Madison Square Tavern, Inc.
150 W 30th St
New York, NY 10001-4003
Case No.: 16-10520
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Debtor's Counsel: Ted J. Donovan, Esq.
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-221-5700
Fax: 212-422-6836
E-mail: TDonovan@GWFGlaw.com
knash@gwfglaw.com
Total Assets: $2.27 million
Total Liabilities: $4.32 million
The petition was signed by Edward Dobres, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
MAGNUM HUNTER: Del. Judge Nixes Bid to Delay Chapter 11 Plan
------------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that Magnum Hunter
Resources Corp. held firm to its plan to exit bankruptcy April 1
after a Delaware judge on Feb. 26, 2016, approved a revised Chapter
11 disclosure and turned aside a new stockholder group's bid to
slow the schedule and reexamine the company's value. Judge Kevin
Gross put off stockholder arguments over the oil and gas company's
worth until a March 31 plan confirmation hearing, when other
objections to the firm's reorganization are expected to be heard,
including disputes over agreements with pipeline companies.
About Magnum Hunter
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.
As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock. The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing
Facility;
(b) approximately $336.6 million in principal amount of
obligations
under the Debtors' second lien credit agreement; (c) approximately
$13.2 million in principal amount of Equipment and Real Estate
Notes; and (d) approximately $600 million in principal amount of
Notes.
MALIBU LIGHTING: BDO USA Okayed as Committee's Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Malibu Lighting Corporation, et al., to retain BDO USA,
LLP, as its financial advisors, nunc pro tunc to Oct. 20, 2015.
BDO is expected to render professional services to the Committee,
including, without limitation:
a) analyze the financial operations of the Debtors pre- and
post-petition, as necessary;
b) analyze the financial ramifications of any proposed
transactions for which the Debtors seek Bankruptcy Court approval
including, but not limited to, postpetition financing, sale of all
or a portion of the Debtors' assets, retention of management and
employee incentive and severance plans;
c) conduct any requested financial analysis including verifying
the material assets and liabilities of the Debtors, as necessary,
and their values;
d) assist the Committee in its review of monthly statements of
operations submitted by the Debtors;
e) perform claims analysis for the Committee;
f) assist the Committee in its evaluation of cash flow and other
projections prepared by the Debtors;
g) scrutinize cash disbursements on an on-going basis for the
period subsequent to the commencement of the cases;
h) perform forensic investigating services, as requested by the
Committee and counsel, regarding prepetition activities of the
Debtors in order to identify potential causes of action, including
investigating intercompany transfers, improvements in position, and
fraudulent transfers;
i) analyze transactions with insiders, related and affiliated
companies;
j) analyze transactions with the Debtors' financing
institutions;
k) attend meetings of creditors and conference calls with
representatives of the creditor groups and their counsel;
l) prepare certain valuation analyses of the Debtors' businesses
and assets using various professionally accepted methodologies;
m) as needed, prepare alternative business projections relating
to the valuation of the Debtors' business enterprise;
n) monitor the Debtors' sales process and their investment
banker, assist the Committee in evaluating sales proposals and
alternatives and attend any auctions of the Debtors' assets;
o) evaluate financing proposals and alternatives proposed by the
Debtors for debtor-in-possession financing, use of cash collateral,
exit financing and capital raising supporting any plan of
reorganization;
p) assist the Committee in its review of the financial aspects
of a plan of reorganization or liquidation submitted by the Debtors
and perform any related analyses, specifically including
liquidation analyses and feasibility analyses and evaluate best
exit strategy;
q) assist counsel in preparing for any depositions and
testimony, well as prepare for and provide expert testimony at
depositions and court hearings, as requested;
r) assist counsel in evaluating any tax issues that may arise if
necessary; and
s) perform other necessary services as the Committee or the
Committee's counsel may request from time to time with respect to
the financial, business and economic issues that may arise.
David E. Berliner, a Certified Public Accountant, a Certified
Insolvency and Restructuring Advisor, a Certified Turnaround
Professional, and a partner in the firm of BDO Consulting, a
Division of BDO USA, LLP, which maintains offices at 100 Park
Avenue, New York City, told the Court that the hourly rates of BDO
are:
Partners/Managing Directors $475 - $795
Directors/Sr. Managers $375 - $550
Managers/Vice Presidents $325 - $460
Paraprofessionals $200 - $350
Staff $150 - $225 per
To the best of the Committee's knowledge, BDO is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Malibu Lighting
Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections
Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead
Case No. 15-12080) on Oct. 8, 2015. The petitions were signed by
David M. Baker as chief restructuring officer. Judge Kevin Gross
is assigned to the cases.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.
ODC was a manufacturer and supplier of a variety of consumer goods,
including (a) outdoor cooking products, such as outdoor gas grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, such as flashlights and spotlights, (c) landscape
lighting products, and (d) parts and accessories associated with
the foregoing products.
MLC and ODC are currently winding down operations as a result of
the termination of a business relationship with principal customer,
Home Depot.
NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products. NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats. In addition, NCOC markets and
sells boat covers manufactured primarily from Chinese suppliers.
The Debtors engaged Pachulski Stang Ziehl & Jones LLP as counsel,
Piper Jaffray Co. as investment banker and Kurtzman Carson
Consultants as claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP as its counsel and Blank Rome LLP as its
Delaware co-counsel. BDO USA, LLP, serves as its financial
advisors.
MALIBU LIGHTING: Lowenstein Sandler Approved as Committee Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Malibu Lighting Corporation, et al., to retain Lowenstein
Sandler LLP as its counsel, effective as of Oct. 20, 2015.
The professional services that Lowenstein Sandler will provide to
the Committee include, but are not limited to:
a) advise the Committee with respect to its rights, duties, and
powers in the Chapter 11 cases;
b) assist and advise the Committee in its consultations with the
Debtors relative to the administration of the cases;
c) assist the Committee in analyzing the claims of the Debtors'
creditors and the Debtors' capital structure and in negotiating
with holders of claims and equity interests;
d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' businesses;
e) assist the Committee in its investigation of the liens and
claims of the holders of the Debtors' prepetition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
f) assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters related to,
among other things, the assumption or rejection of certain leases
of nonresidential real property and executory contracts, asset
dispositions, financing of other transactions and the terms of one
or more plans of reorganization for the Debtors and accompanying
disclosure statements and related plan documents;
g) assist and advise the Committee as to its communications to
unsecured creditors regarding significant matters in the cases;
h) represent the Committee at hearings and other proceedings;
i) review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advise the
Committee as to their propriety;
j) assist the Committee in preparing pleadings and applications
as may be necessary in furtherance of the Committee's interests and
objectives;
k) prepare, on behalf of the Committee, any pleadings, including
without limitation, motions, memoranda, complaints, adversary
complaints, objections, or comments in connection with any of the
foregoing; and (l) perform such other legal services as may be
required or are otherwise deemed to be in the interests of the
Committee in accordance with the Committee's powers and duties as
set forth in the Bankruptcy Code, Bankruptcy Rules, or other
applicable law.
The Committee believes that Lowenstein Sandler and Blank Rome LLP,
as its Delaware co-counsel will allocate their delivery of services
to the Committee so as to avoid any unnecessary duplication of
services.
Sharon L. Levine, a partner at Lowenstein Sandler, which maintains
primary offices for the practice of law in New York, New York;
Roseland, New Jersey; Palo Alto, California and Washington, D.C.,
told that Court that as of Oct. 29, 2015 date of application, the
firm has not received a retainer or compensation in connection with
its proposed representation of the Committee in the cases.
Lowenstein's current standard hourly rates are:
Partners $550 - $1,100
Senior Counsel and Counsel $390 - $695
(generally 7 or more years of
experience)
Associates (generally less than $285 - $595
6 years of experience)
Paralegals $110 - $290
To the best of the Committee's knowledge, Lowenstein Sandler is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under Section 330
of the Bankruptcy Code by Attorneys in Larger Chapter 11 Cases,
effective Nov. 1, 2013, the Committee responds to the questions set
forth in Section D.1 of the UST Guidelines as:
a) Lowenstein Sandler did not agree to a variation of its
standard or customary billing arrangement for this engagement;
b) Lowenstein Sandler's professionals included in this
engagement have not varied their rate based on the geographic
location of the cases;
c) Lowenstein Sandler did not represent the Committee prior to
the Petition Date; and
d) The Committee's professionals have negotiated a budget with
the Debtors, their lenders and the Committee as part of the final
orders approving the Debtors' debtor-in-possession financing. The
Committee has approved Lowenstein Sandler's proposed hourly billing
rates and staffing plan. In accordance with the U.S. Trustee
Guidelines, the budget may be amended as necessary to reflect
changed or unanticipated developments in the cases.
The Committee is represented by:
Bonnie Glantz Fatell, Esq.
Victoria A. Guilfoyle, Esq.
BLANK ROME LLP
1201 Market Street, Suite 800
Wilmington, DE 19801
Tel: (302) 425-6423
Fax: (302) 252-0921
E-mail: Fatell@BlankRome.com
Guilfoyle@BlankRome.com
Kenneth A. Rosen, Esq.
Sharon L. Levine, Esq.
Eric S. Chafetz, Esq
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, NJ 07068
Tel: (973) 597-2500
Fax: (973) 597-6247
E-mail: krosen@lowenstein.com
slevine@lowenstein.com
chafetz@lowenstein.com
About Malibu Lighting
Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections
Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead
Case No. 15-12080) on Oct. 8, 2015. The petitions were signed by
David M. Baker as chief restructuring officer. Judge Kevin Gross
is assigned to the cases.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.
ODC was a manufacturer and supplier of a variety of consumer goods,
including (a) outdoor cooking products, such as outdoor gas grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, such as flashlights and spotlights, (c) landscape
lighting products, and (d) parts and accessories associated with
the foregoing products.
MLC and ODC are currently winding down operations as a result of
the termination of a business relationship with principal customer,
Home Depot.
NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products. NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats. In addition, NCOC markets and
sells boat covers manufactured primarily from Chinese suppliers.
The Debtors engaged Pachulski Stang Ziehl & Jones LLP as counsel,
Piper Jaffray Co. as investment banker and Kurtzman Carson
Consultants as claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP as its counsel and Blank Rome LLP as its
Delaware co-counsel. BDO USA, LLP, serves as its financial
advisors.
MARTIN SHKRELI: Says He Won't Intimidate Witnesses in SEC Case
--------------------------------------------------------------
Dani Kass at Bankruptcy Law360 reported that former Turing
Pharmaceuticals AG CEO Martin Shkreli on Feb. 25, 2016, told the
government that he has never intimidated witnesses and promised
that he won't do so if his civil securities fraud suit by the U.S.
Securities and Exchange Commission is allowed to continue during
his criminal trial. Shkreli has handled all disputes with
witnesses through the legal system and will continue to do so, he
said in a surreply fighting the government's request to stay the
criminal case. Two instances of intimidation claimed by the
government are false or too broad to defend, he said.
Shkreli is represented by Benjamin Brafman, Marc Agnifilo and
Andrea Zellan of Brafman & Associates PC.
The case is Securities and Exchange Commission v. Martin Shkreli et
al., case number 1:15-cv-07175, in the U.S. District Court for the
Eastern District of New York.
MASCO CORP: Fitch Affirms 'BB+' IDR, Outlook Positive
-----------------------------------------------------
Fitch Ratings has affirmed the ratings of Masco Corporation (NYSE:
MAS), including the company's Issuer Default Rating (IDR), at
'BB+'. The Rating Outlook has been revised to Positive from
Stable.
KEY RATING DRIVERS
Masco's rating reflects the company's leading market position with
strong brand recognition in its various business segments, the
breadth of its product offerings, improving financial results and
credit metrics, and solid liquidity position. Risk factors include
sensitivity to general economic trends, heightened customer
concentration, and the cyclicality of the residential construction
market.
The Positive Outlook reflects Fitch's expectation that demand for
Masco's products will continue to grow as the housing market
maintains its moderate recovery and home improvement spending
increases at a steady pace. Fitch also expects Masco's credit
metrics will continue to improve, including debt/EBITDA approaching
2.5x, as the company reports modestly better financial results and
reduces overall debt by $300 million - $500 million this year.
The Positive Outlook also reflects Fitch's view that operational
improvements, healthy liquidity, and solid free cash flow (FCF)
generation, combined with lessened exposure to the more volatile
new home construction market (from the spin-off of its installation
business), is likely to allow Masco to achieve a low
investment-grade rating in the next 12 months.
SUSTAINED IMPROVEMENT IN CREDIT METRICS
Masco's operating and credit metrics have shown sustained
improvement over the past four years as the company continues to
benefit from the recovering housing and home improvement markets as
well as business rationalization and cost reduction initiatives put
in place over the past few years. EBITDA margins have increased
from a low of 7.8% during 2011 to 15.6% during 2015. The company
has also focused on strengthening its balance sheet, lowering debt
by about $675 million since the end of 2010. Masco intends to
reduce debt by an additional $300 million - $500 million in the
next 12 months.
Debt/EBITDA declined from 6.9x at year-end (YE) 2011 to 5.1x at YE
2012, 3.6x at YE 2013, 3.2x at YE 2014 and 3.1x at YE 2015.
Similarly, interest coverage increased from 2.3x during 2011 to
2.8x during 2012, 4.0x during 2013, 4.8x during 2014 and 5.2x
during 2015. (Note: Credit metrics for 2011-2014 include the
installation services business, which was spun-off in June 2015.)
The improvement in credit metrics was achieved from a combination
of debt reduction as well as EBITDA and EBITDA margin growth. Fitch
expects further improvement in these metrics this year, with
debt/EBITDA approaching 2.5x by YE 2016 and interest coverage
remaining above 5.0x this year. Management is committed to an
investment-grade rating and indicated that it will continue to
focus on strengthening the company's balance sheet.
HOUSING RECOVERY CONTINUES
Masco markets its products primarily to the residential
construction sector. During 2015, management estimates that 83% of
Masco's sales were directed to the repair and remodel segment, with
the remaining 17% to the new-construction market. Revenues in
North America accounted for about 79% of its 2015 worldwide sales.
Housing activity ratcheted up more sharply in 2015 with the support
of a steadily growing, relatively robust economy. Total housing
starts grew 10.8% versus 2014, while existing home sales and new
home sales were up 6.5% and 14.6%, respectively. Fitch expects
further improvement in 2016, with total housing starts projected to
rise 9.6%, new home sales advancing 14.6%, and existing home sales
growing 4% for the year. Unlike previous housing recoveries, which
tended to be V-shaped, this recovery has been more subdued and will
perhaps extend longer than the typical 3-5-year upturn.
Home improvement spending is expected to sustain its steady
increase during 2016, driven by an expanding U.S. economy, a
continued recovery in housing, and higher home values realized over
the past few years. National home price indices have been broadly
increasing over the past few years and more modest but steady home
price inflation ahead should further encourage remodeling spending,
particularly for discretionary projects. Fitch projects home
improvement spending will grow 4.5% in 2016 after improving an
estimated 4.5% in 2015.
SOLID LIQUIDITY SUPPORTS CAPITAL ALLOCATION STRATEGY
The company continues to have solid liquidity, with cash and
equivalents and short-term bank deposits of $1.72 billion and no
borrowings under its $750 million revolving credit facility that
matures in 2020. The company has $1 billion of senior notes coming
due in October 2016 and $300 million of senior notes maturing in
March 2017. Fitch expects the company will refinance $800 million
- $1 billion of these debt maturities, reducing overall debt by
$300 million - $500 million in the next 12 months.
Masco reported strong free cash flow (FCF) during the past few
years, generating $379 million (5.3% of sales) during 2015, $323
million (3.8%) during 2014, and $378 million (4.6%) during 2013. By
comparison, the company had FCF of $15 million (0.2%) during 2012
and negative $37 million during 2011. Masco has historically
reported strong FCF, generating in excess of $5.7 billion during
2000-2010 (about 5.2% of total revenues during the time period).
Fitch expects Masco will generate FCF margins of 3% - 4% during
2016.
In May 2014, Masco's board approved a 20% increase in its quarterly
common stock dividend, from $0.075 per common share to $0.09 per
share. The increased dividend was paid in July 2014. In May 2015,
the board approved a 5.6% increase in its quarterly dividend to
$0.095 per share payable in July 2015. Dividend payments totalled
$126 million during 2015.
In September 2014, Masco announced a share repurchase program for
an aggregate of 50 million shares of its common stock, representing
about $1.2 billion based on the share price at the time of the
announcement. The program will be funded with FCF and cash on the
balance sheet. Masco expects to execute the share repurchase
program over several years. The company repurchased $158 million
of its stock during 2014 and $456 million during 2015 and expects
to repurchase between $400 million - $500 million in 2016.
Fitch is comfortable with Masco's capital allocation strategy given
the company's strong liquidity position. In the past, management
has also demonstrated its commitment to preserving the company's
liquidity position during difficult market conditions. Masco
refrained from share repurchases between July 2008 and September
2014, except to offset the dilutive effect of stock grants. In
2009, Masco also reduced its quarterly dividend from $0.235 per
common share ($0.94 annually) to $0.075 per share ($0.30 annually),
saving about $225 million annually.
BROAD PRODUCT PORTFOLIO
Masco is one of the world's leading manufacturers of home
improvement and building products, which include brand names such
as Delta and Hansgrohe, Kraftmaid and Merillat cabinets, Behr and
Kilz paint, and Milgard windows.
SPIN-OFF OF INSTALLATION BUSINESS
In June 2015, Masco completed the previously announced spin-off of
its Installation and Other Services businesses into an independent,
publicly traded company named TopBuild Corp. through a tax-free
stock distribution to Masco shareholders. This business had $1.5
billion of revenues in 2014 (18% of total company sales) and $86
million of adjusted EBITDA. Masco estimates approximately 80% of
this segment's sales were directed to the new home construction
market, while repair and remodel accounted for about 20%.
While the spin-off resulted in some loss of EBITDA, Masco's credit
profile benefits from lower exposure to the more volatile new home
construction market. Masco estimates that its sales to the new
home construction market were reduced from 28% to 17% following the
spin-off. Between 2006 and 2010, during the major economic and
construction downturns, sales from the installation business fell
67% from $3.16 billion to $1.04 billion. By comparison, sales from
the company's other business segments declined 31.9% from $9.62
billion to $6.55 billion during the same period. The company's
EBITDA margin post-spin also improved, as the EBITDA margin of the
installation business was about 620 bps below the total company
EBITDA margin during 2014.
HEIGHTENED CUSTOMER CONCENTRATION
Following the spin-off of its installation business in 2015, the
concentration of Masco's sales to its two largest customers
increased modestly. During 2015, net sales to The Home Depot
(Masco's largest customer) totalled $2.4 billion or about 33% of
net sales. This compares to about $2.3 billion or 27% of net sales
during 2014. Masco's Behr paint is sold exclusively at The Home
Depot. Sales to Lowe's, the company's second largest customer,
accounted for less than 10% of Masco's net sales for the past two
years.
Fitch believes that Masco benefits from the large retail network of
The Home Depot and Lowe's, including these retailers' strength in
the DIY channel and their push to play a bigger role in the
professional segment. However, these retailers also have
significant bargaining power, which could limit Masco's ability to
raise prices. Additionally, these large home improvement stores
also sometimes request product exclusivity, which may limit Masco's
ability to offer certain of its products to other distribution
channels/customers.
INTERNATIONAL OPERATIONS
Approximately 21% of the company's sales are directed to
international markets, primarily Europe. Management estimates that
the UK accounts for about 29% of its international operations,
while Central Europe and Eastern Europe make up 26% and 5%,
respectively. Southern Europe is about 8% of its international
operations. Emerging market sales accounted for about 17% of
international sales.
Sales from international operations fell 8% during 2015 due
primarily to the impact of foreign currency translation. In local
currency, international sales increased 5% during the year. By
comparison, sales advanced 5.8% during 2014 after a 6.2% increase
during 2013 and a 5.5% decline during 2012. Fitch expects slight
growth in the European markets, as Eurozone GDP is projected to
improve by only 1.7% during 2016. GDP growth for emerging markets
is forecast to grow 3.6% this year.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Masco include:
-- Total industry housing starts improve 9.6%, while new and
existing home sales grow 14.6% and 4%, respectively, in
2016;
-- Home improvement spending advances 4.5% during 2016;
-- Masco's revenues grow mid-single-digits and the company
reports slight improvement in EBITDA margins this year;
-- Debt/EBITDA settles between 2.5x-2.75x and interest coverage
remains above 5x during 2016;
-- FCF margins of 3%-4% this year;
-- Share repurchases of $400 million-$500 million in 2016;
-- Debt reduction of $300 million-$500 million by year-end
2016.
RATING SENSITIVITIES
Future ratings and Outlooks will be influenced by broad housing and
home improvement market trends, as well as company-specific
activity, including free cash flow trends and uses.
Masco's IDR may be upgraded to 'BBB-' in the next 6-12 months if
the company reduces its total debt and shows further improvement in
financial results and credit metrics, including debt/EBITDA
approaching 2.5x, interest coverage above 6x, and FCF margins above
3.5%.
On the other hand, the Outlook could be revised to Stable if
Masco's credit metrics do not improve much from current levels,
including debt/EBITDA consistently above 3.0x and interest coverage
sustained around 5.0x.
A negative rating action may be considered if there is a sustained
erosion of profits and cash flows due either to weak residential
construction activity, meaningful and continued loss of market
share, and/or continuous materials and energy cost pressures
resulting in margin contraction, including EBITDA margins of less
than 10%, debt/EBITDA consistently above 4x and interest coverage
below 4x.
FULL LIST OF RATING ACTIONS
Fitch has affirmed these ratings:
Masco Corporation
-- Long-term Issuer Default Rating at 'BB+';
-- Senior unsecured debt at 'BB+/RR4';
-- Unsecured revolving credit facility at 'BB+/RR4'.
The Rating Outlook is Positive.
The Recovery Rating (RR) of '4' for Masco's senior unsecured debt
supports a rating of 'BB+', the same as Masco's IDR, and reflects
average recovery prospects in a distressed scenario.
MDC PARTNERS: S&P Revises Outlook to Positive & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on New York City-based MDC Partners Inc. to positive from
stable and affirmed the 'B+' corporate credit rating on the
company.
At the same time, S&P affirmed its 'B+' issue-level rating on the
company's senior unsecured notes. The '4' recovery rating remains
unchanged, indicating S&P's expectation for average recovery
(30%-50%; upper half of the range) of principal in the event of a
payment default.
The positive rating outlook reflects MDC Partners' strong
fourth-quarter 2015 results. The company's organic growth rate of
7.1% and total revenue growth of 8.4% are above S&P's forecasts of
6.0% and 6.5%, respectively. Additionally, adjusted EBITDA grew
2.4% and adjusted margins were 16.5% in 2015. As a result, S&P now
expects adjusted leverage to decline to about 5x-- S&P's threshold
for an upgrade of the company--by the end of 2016.
"The 'B+' corporate credit rating is based on our assessment of the
company's business risk profile as fair and its financial risk
profile as highly leveraged," said Standard & Poor's credit analyst
Dylan Singh. The business risk profile assessment reflects MDC
Partners' healthy business prospects, greater scale, and improved
margins, in S&P's view, which are on par with those of its much
larger ad agency peers. The company has consistently reported
organic revenue growth rates above those of its ad agency peers
since 2007, and S&P expects this trend to continue.
"The positive rating outlook reflects our expectation that MDC
Partners' operating performance will remain strong, improving the
likelihood that adjusted leverage could decline to below 5x by the
end of 2016," said Mr. Singh.
S&P could raise its corporate credit rating on the company if its
adjusted leverage continues to improve to the low-5x range, with a
clear path to it declining below 5x. This could occur if revenue
and EBITDA grow about 7.3% and 12%, respectively, in 2016, with no
significant increase in debt.
S&P could revise the outlook to stable if it no longer expects the
company's adjusted leverage to decline to below 5x during the next
12 months. This could occur if MDC Partners' revenue and EBITDA
growth are lower than S&P expects, or if the company makes a
sizable debt financed acquisition or distribution to shareholders.
MEDICAL CAPITAL: Ex-CEO Must Pay $16M for $1.8B Ponzi Scheme
------------------------------------------------------------
Dani Kass at Bankruptcy Law360 reported that a California federal
judge on Feb. 24, 2016, ordered former Medical Capital Holdings
Inc. CEO Sidney M. Field to pay up to $16 million in reimbursements
and penalties following a settlement with the U.S. Securities and
Exchange Commission over his role in an alleged $1.76 billion Ponzi
scheme. Mr. Field must pay $2.8 million -- which jumps to $8
million for reimbursements, $8 million in civil penalties and
post-judgment interest.
MILLER ENERGY: Deadline to Decide on Leases Extended to April 28
----------------------------------------------------------------
Judge Gary Spraker on Jan. 28, 2016, granted Cook Inlet Energy,
LLC, et al.'s motion to extend their deadline to assume or reject
unexpired leases of nonresidential real property through and
including April 28, 2016, subject to the occurrence of the
Effective Date of the Debtors' Joint Plan of Reorganization.
About Miller Energy Resources
Miller Energy Resources, Inc. --
http://www.millerenergyresources.com/-- is an oil and natural gas
production company focused on Alaska. The Company has a
substantial acreage, reserve, and resource position in the State,
significant midstream and rig infrastructure to support production,
and 100% working interest in and operatorship of most of its
assets.
Miller Energy Resources and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bank. D. Alaska Lead Case No. 15-00236) on
Oct. 1, 2015. Carl F. Giesler, Jr., the CEO, signed the petitions.
Judge Gary Spraker is assigned to the cases.
The Debtors disclosed total assets of $392,559,000 and total debts
of $336,910,000 as of Jan. 31, 2015.
The Debtors have engaged Andrews Kurth LLP as counsel, David H.
Bundy P.C., as local counsel, Seaport Global Securities as
financial advisor, and Prime Clerk as claims and noticing agent.
On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the
subject of an involuntary Chapter 11 case filed by four creditors
asserting to have an aggregate claim of $2.8 million. The
petitioning creditors were Baker Hughes Oilfield, M-I LLC,
Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker
granted an order for relief under Chapter 11 of the Bankruptcy Code
on Oct. 2, 2015.
On Oct. 16, 2015, the U.S. Trustee formed an official committee of
unsecured creditors. The Committee tapped Snow Spence Green LLP as
counsel and Erik LeRoy, P.C, as local counsel. The members of the
Committee are: (i) Cruz Construction Inc. (ii) Baker Hughes
Oilfield Operations, Inc. (iii) Cudd Pressure Control, Inc. (iv)
Exxon Mobil Corporation; (v)Inlet Drilling Alaska, Inc. (vi)
National Oilwell Varco LP and (vii) Schlumberger Technology
Corporation.
On Oct. 30, 2015, each of the Debtors filed its Statement of
Financial Affairs and Schedules of Assets and Liabilities, subject
to permitted amendments from time to time. Cook Inlet disclosed
$180 million in assets and $212 million in liabilities in its
schedules.
On Nov. 4, 2015, the U.S. Trustee conducted a meeting of creditors
pursuant to Section 341 of the Bankruptcy Code, as continued from
time to time.
MILLER ENERGY: Judge Enters Plan Confirmation Order
---------------------------------------------------
Judge Gary Spraker on Jan. 28, 2016, entered an order confirming
the Joint Plan of Reorganization of Miller Energy Resources, Inc.,
that will reduce the company's outstanding debt by $150 million.
Lenders owed $189.7 million will receive (1) 100% of the equity in
the reorganized Debtors, subject to dilution by management stock,
and (2) new notes of $60 million as payment for their $151 million
allowed secured claim. The lenders have deficiency claims totaling
$38.7 million but each lender has consented to receive only a
distribution on the deficiency claim of $1,000, which amount will
be deemed included in the new notes.
If general unsecured creditors (Class 4) vote to accept the Plan,
$3.5 million in cash will be contributed to the creditor trust (10%
recovery). If the class votes to reject the Plan, holders of
general unsecured claims will receive their pro rata share of $1
million in cash (less 3% recovery).
On Oct. 30, 2015, the Debtors filed their first version of the Plan
and Disclosure Statement consistent with the terms of an agreed to
restructuring with lenders negotiated prepetition. On Nov. 20, the
Debtors filed revisions to the Plan to incorporate terms of the
global settlement with the Official Committee of Unsecured
Creditors and subsequently filed conforming revisions to the
Disclosure Statement on Nov. 25. The Debtors have filed additional
revisions to the Plan and Disclosure Statement, respectively, on
Dec. 11 and on Dec. 17, respectively.
The Bankruptcy Court entered its order approving the Disclosure
Statement on Dec. 17, 2015. A hearing to consider confirmation of
the Plan was held Jan. 27, 2016.
Holders of lender secured claims (Class 2) voted unanimously (Class
2) and general unsecured claims (Class 4) voted nearly unanimously
to accept the Plan.
A copy of the Plan Confirmation Order entered Jan. 28, 2016, is
available for free at:
http://bankrupt.com/misc/Miller_Energy_502_Plan_Conf_Ord.pdf
A copy of the Disclosure Statement filed Dec. 17, 2016, is
available at:
http://bankrupt.com/misc/Miller_E_365_Am_DS.pdf
Plan Objections
Several holders of equity interests submitted objections to the
Plan. They claimed that the value of the company is sufficient to
provide a return to holders of equity interests or that such
holders assert that they have been defrauded by the Debtors. In
response, the Debtors pointed out that the "best interests"
analysis, liquidation analysis and valuation included in the
Disclosure Statement show, there is not sufficient value to provide
a return to holders of Miller Equity Interests under any scenario,
whether that be liquidation or reorganization.
The Debtors also asked the Court to overrule the objections of the
Internal Revenue Service. Miller noted that the IRS has claims of,
at most, $40,000, and any additional potential liability will not
be substantial enough to impact the feasibility of the Plan.
About Miller Energy Resources
Miller Energy Resources, Inc. --
http://www.millerenergyresources.com/-- is an oil and natural gas
production company focused on Alaska. The Company has a
substantial acreage, reserve, and resource position in the State,
significant midstream and rig infrastructure to support production,
and 100% working interest in and operatorship of most of its
assets.
Miller Energy Resources and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bank. D. Alaska Lead Case No. 15-00236) on
Oct. 1, 2015. Carl F. Giesler, Jr., the CEO, signed the petitions.
Judge Gary Spraker is assigned to the cases.
The Debtors disclosed total assets of $392,559,000 and total debts
of $336,910,000 as of Jan. 31, 2015.
The Debtors have engaged Andrews Kurth LLP as counsel, David H.
Bundy P.C., as local counsel, Seaport Global Securities as
financial advisor, and Prime Clerk as claims and noticing agent.
On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the
subject of an involuntary Chapter 11 case filed by four creditors
asserting to have an aggregate claim of $2.8 million. The
petitioning creditors were Baker Hughes Oilfield, M-I LLC,
Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker
granted an order for relief under Chapter 11 of the Bankruptcy Code
on Oct. 2, 2015.
On Oct. 16, 2015, the U.S. Trustee formed an official committee of
unsecured creditors. The Committee tapped Snow Spence Green LLP as
counsel and Erik LeRoy, P.C, as local counsel. The members of the
Committee are: (i) Cruz Construction Inc. (ii) Baker Hughes
Oilfield Operations, Inc. (iii) Cudd Pressure Control, Inc. (iv)
Exxon Mobil Corporation; (v)Inlet Drilling Alaska, Inc. (vi)
National Oilwell Varco LP and (vii) Schlumberger Technology
Corporation.
On Oct. 30, 2015, each of the Debtors filed its Statement of
Financial Affairs and Schedules of Assets and Liabilities, subject
to permitted amendments from time to time. Cook Inlet disclosed
$180 million in assets and $212 million in liabilities in its
schedules.
On Nov. 4, 2015, the U.S. Trustee conducted a meeting of creditors
pursuant to Section 341 of the Bankruptcy Code, as continued from
time to time.
MOLYCORP INC: Reaches Deal with Creditor Panel on Revised Plan
--------------------------------------------------------------
Alan Zimmerman at Forbes.com reported that Molycorp Inc. has
reached a settlement with the unsecured creditors' committee in its
Chapter 11 case on the terms of a modified reorganization plan,
according to court filings.
The Forbes report relates that under the proposed settlement,
unsecured creditors (including deficiency claims arising from the
10% senior secured notes) would receive 7.5% of the reorganized
company's equity in the event of a standalone reorganization plan,
with senior lender Oaktree Capital Management receiving 92.5% of
the reorganized equity. If there is a sale of the entire company
under the plan, unsecured creditors (again, including deficiency
claims) would receive 7.5% of the proceeds of the sale, with
Oaktree receiving 92.5%. Under the standalone option, the
company's reorganized equity value would be $417 million, meaning
that the unsecured claim distribution would be valued at $31.3
million. Unsecured creditors would also receive $2 million in cash
to fund a cash-out program for trade creditors.
According to the report, Oaktree's recovery under either a
standalone plan or an entire company sale would be capped at $513.8
million (compared to $520.8 million under the current proposed
plan). If sale proceeds exceed that distribution amount, the
excess would be allocated to unsecured creditors.
The company in a court filing on Feb. 22 notifying the bankruptcy
court of the settlement said that it was working to incorporate the
deal's terms into an amended reorganization plan to be filed in the
case.
The settlement—while designated a "global settlement" by the
company in its court filing -- does not appear, however, to include
the ad hoc committee of 10% senior secured noteholders.
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt &
Taylor LLP act as legal counsel to the Company in this process.
Prime Clerk serves as claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.
* * *
The U.S. Bankruptcy Court for the District of Delaware will
convene
a hearing to consideration confirmation of Molycorp, Inc., et
al.'s
Plan, including the approval of the sale of substantially all of
the Debtors' assets pursuant to the Plan, on March 28, 2016, 10:00
a.m., Eastern Time.
Judge Christopher Sontchi in Delaware approved the disclosure
statement explaining the Debtors' Plan on Jan. 20, 2015, after the
Debtors revised the Disclosure Statement to incorporate certain
modifications directed by the Court during the Jan. 14 hearing.
The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.
MORRIS SCHNEIDER: Ex-Firm Head Denies Feds' Claim of Suicide Risk
-----------------------------------------------------------------
Kali Hays at Bankruptcy Law360 reported that a Georgia magistrate
judge on Feb. 23, 2016, approved a psychiatric evaluation of a
jailed former managing partner of bankrupt Morris Schneider
Wittstadt LLC for his alleged theft of $20 million from attorney
escrow accounts, due to his adamant denial of being a suicidal
flight risk. Nathan E. Hardwick IV was arrested on Feb. 22, 2016,
on multiple counts of wire fraud and embezzlement for spending
millions of his former firm's escrowed funds on gambling debts,
private jet charters, credit cards, multimillion-dollar homes and
other extravagances.
About Morris | Schneider | Wittstadt
Morris | Schneider | Wittstadt Va., PLLC and affiliates filed for
Chapter 11 Protection (Bankr. E.D. Va. Case Nos. 15-33370 to
15-33375 and 15-12323) on July 5, 2015. The petition was signed by
Mark H. Wittstadt, Esquire, managing partner.
Jennifer McLain McLemore, Esq., at Christian & Barton, LLP
represents the Debtors in their restructuring efforts. Morris |
Schneider | Wittstadt, LLC estimated assets at $1 million to
$10 million and debts at $10 million to $50 million. Three of the
Debtors estimated assets and debts at $0 to $50,000.
MOTORS LIQUIDATION: Creditors Say New GM is Car Buyer Suits Liable
------------------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that the trust representing
creditors of General Motors Co.'s bankruptcy estate told the Second
Circuit on Feb. 22, 2016, that drivers suing the car company over
drops in vehicle value stemming from a deadly ignition switch
defect have correctly directed their claims at New GM. The
Wilmington Trust Co., acting as trustee and administrator of the
Motors Liquidation Co. general unsecured creditors trust, argued in
a Feb. 22 Second Circuit brief that its opponents are wrong to
assert that the plaintiffs of those lawsuits should target the
trust in pursuit of the proceeds of the 2009 sale, which separated
the assets of the company into New GM and distributed the
liabilities to Motors Liquidation, or Old GM.
The case is In re: Motors Liquidation Co. et al., case number
1:09-bk-50026, in the U.S. Court of Appeals for the Second
Circuit.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
As of June 30, 2015, Motors Liquidation had $860 million in total
assets, $74 million in total liabilities and $786 million in net
assets in liquidation.
MOTORS LIQUIDATION: Tells 2nd Circ. Car Owners Granted Due Process
------------------------------------------------------------------
Emily Field at Bankruptcy Law360 reported that General Motors on
Feb. 22, 2016, told the Second Circuit that a bankruptcy court
erred when it ruled that owners of cars made by Old GM, seeking to
recoup economic losses from an ignition switch defect, were
entitled to actual notice of the bankruptcy sale order. General
Motors LLC said in a reply brief that U.S. Bankruptcy Judge Robert
Gerber erred when he agreed that the car owners were denied notice
under due process because of GM's knowledge of the defect during
bankruptcy hearings.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
As of June 30, 2015, Motors Liquidation had $860 million in total
assets, $74 million in total liabilities and $786 million in net
assets in liquidation.
NABORS INDUSTRIES: Moody's Lowers Sr. Unsecured Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service downgraded Nabors Industries Inc.'s
senior unsecured rating to Ba2 from Baa2 and its commercial paper
program to Not Prime (NP) from Prime-2 (P-2) . Moody's also
assigned Nabors a Ba2 Corporate Family Rating (CFR), a Ba2-PD
Probability of Default Rating (PDR), and a Speculative Grade
Liquidity Rating of SGL-2. The rating outlook is negative. This
action concludes our review of Nabors' ratings, which was initiated
on January 21, 2016.
"The downgrade reflects Moody's view that Nabors will face high
business and financial risks in a persistently weak global rig
market, causing material degradation in credit metrics through
2017," commented Sajjad Alam, Moody's AVP-Analyst. "Even if
commodity prices made a mild recovery in 2016, dayrates, margins
and utilization rates will fall further as more rigs roll off
contract in an oversupplied rig market, putting pressure on Nabors'
ratings."
Issuer: Nabors Industries Inc.
Downgrades:
-- Senior Unsecured Regular Bond/Debenture, Downgraded to
Ba2(LGD4) from Baa2
-- Senior Unsecured Commercial Paper, Downgraded to NP from P-2
Assignments:
-- Corporate Family Rating, Assigned Ba2
-- Probability of Default Rating, Assigned Ba2-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-2
Outlook Actions:
-- Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
Nabors' Ba2 CFR reflects its increasing financial leverage, which
could reach 5x by early-2017, declining financial flexibility,
historically aggressive financial policies as well as the
challenging outlook for the land drilling industry. The Ba2 CFR is
underpinned by Nabors' large scale, high quality rig fleet, and
globally diversified footprint. Notwithstanding the political risks
inherent in certain countries, the company's international
operations in aggregate have shown greater resilience than its
North American drilling business historically and in this downturn.
Despite having good liquidity and significant contracted backlog,
the company will have to contend with additional weakness in
international markets and sustained pressure in North America.
Nabors has good liquidity (SGL-2). At December 31, 2015, the
company had $275 million in cash and short term investments and an
undrawn $2.25 billion revolving credit facility, which matures in
July 2020. Moody's expects Nabors to generate about $100 million in
free cash flow in 2016. The company has a significant debt maturity
in February 2018 when its $975 million 6.15% notes become due. The
company could use the revolver to refinance this maturity if
capital market access remains constrained. The company's $325
million term loan also has a mandatory prepayment of $162.5 million
in September 2018. The revolver and the term loan both have one
financial covenant - a maximum net funded indebtedness to total
capitalization ratio of 60%. The actual ratio was 44% at December
31, 2015. We expect sufficient headroom through mid-2017, although
we recognize covenant cushion could decrease from potential
impairment charges.
The negative outlook reflects increasing leverage and elevated
contracting risk. Nabors' rating could be downgraded if the
Debt/EBITDA ratio is expected to remain above 5x for an extended
period. Aggressive financial policies including leveraging
acquisitions, share repurchases or significant capital spending in
excess of operating cash flows will also prompt a negative rating
action. An upgrade is unlikely in 2016 given our expectation of
persistent weak industry conditions. Longer term, an upgrade could
be considered if the Debt/EBITDA ratio can be sustained below 3.5x
in a stable to improving industry environment.
Nabors is a wholly-owned subsidiary of Nabors Industries Ltd.,
which is incorporated in Bermuda. Substantially all of the
consolidated long-term debt was issued by Nabors and has been fully
and unconditionally guaranteed by Nabors Industries Ltd. The credit
facility is unsecured and is also guaranteed by Nabors Industries
Ltd.
Nabors Industries Inc., based in Houston, Texas, is the largest
global land drilling contractor with operations in 20 countries,
including several offshore markets.
NANOSPHERE INC: LSAF Holdings Reports 6.9% Stake as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, LSAF Holdings LLC, et al., disclosed that as of
Dec. 31, 2015, they beneficially own 900,000 shares of common stock
of Nanosphere, Inc., representing 6.9 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/ZH7ArP
About Nanosphere
Nanosphere, Inc., develops, manufactures and markets an advanced
molecular diagnostics platform, the Verigene System, that enables
simple, low cost and highly sensitive genomic and protein testing
on a single platform. The Verigene System includes a bench-top
molecular diagnostics workstation that is a universal platform for
genomic and protein testing and provides for multiple tests to be
performed on a single platform, including both genomic and protein
assays, from a single sample. Its proprietary nanoparticle
technology provides the ability to run multiple tests
simultaneously on the same sample. Nanosphere was founded by Chad
A. Mirkin and Robert Letsinger on December 30, 1999 and is
headquartered in Northbrook, IL.
Nanosphere reported a loss attributable to common shareholders of
$42.84 million on $21.07 million of total revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to common
shareholders of $39.07 million on $14.29 million of total revenue
for the year ended Dec. 31, 2014.
Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company's recurring
losses from continued use of cash to fund operations raise
substantial doubt about its ability to continue as a going concern.
NEWBURY COMMON ASSOCIATES: Donlin Recano Selected as Claims Agent
-----------------------------------------------------------------
Newbury Common Associates, LLC, et al., sought and obtained
approval from the Bankruptcy Court to employ Donlin, Recano &
Company, Inc., as claims and noticing agent in the Debtors' Chapter
11 cases nunc pro tunc to the Petition Date, to assume full
responsibility for the distribution of notices and the maintenance,
processing, and docketing of proofs of claim filed in the Debtors'
chapter 11 cases. The Debtors filed a separate application to
employ Donlin Recano as administrative advisor.
Donlin Recano received a $10,000 retainer from Newbury Common
Member Associates, LLC, on Feb. 2, 2016.
Roland Tomforde, the Chief Operating Officer of Donlin Recano
attested that neither Donlin Recano, nor any of its professionals,
has any materially adverse connection to the Debtors, their
creditors or other relevant parties, and that Donlin Recano is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
For its professional services, Donlin Recano will charge the
Debtors at these rates:
Position Hourly Rate
-------- -----------
Senior Bankruptcy Consultant $165
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
For its noticing services, Donlin Recano will charge $0.08 per page
for fax noticing and $0.02 per page for electronic noticing.
For Schedules/SOFA preparation and solicitation, the firm will
charge the Debtors at these rates:
Position Hourly Rate
-------- -----------
Senior Bankruptcy Consultant $165
Technology/Programming Consultant $110
Consultant $90
As to balloting, the firm will charge $90 to $165 per hour for
tabulation and vote verification.
With respect to claims docketing and management, the firm will
waive fees for Web hosting but will charge $90 per hour for Website
development.
The firm's call center operators will charge $65 per hour.
The firm can be reached at:
DONLIN, RECANO & COMPANY, INC.
419 Park Avenue South
New York, NY 10016
Toll Free Tel:1-800-903-3727
About Newbury Common Associates
Common Associates, LLC, et al., comprise a corporate enterprise
that owns a diverse portfolio of high quality, distinctive
commercial, hospitality and residential properties with an
aggregate of approximately 800,000 square feet located primarily in
Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NEWBURY COMMON ASSOCIATES: Hearing on Cash Collateral March 23
--------------------------------------------------------------
Judge Laurie Selber Silverstein will convene a final hearing on
Newbury Common Associates, LLC, et al.'s motion to use cash
collateral on March 23, 2016, at 10:00 a.m. (ET). Objections to
final approval of the Debtors' use of cash collateral are due March
16, 2016, at 4:00 p.m. (ET).
Newbury Common Associates, LLC, et al., on Feb. 4, 2016, filed an
emergency motion to use cash collateral of the prepetition secured
parties, namely:
(i) Webster Bank, National Association, as lender under the
Seaboard Hotel Loan Agreement, pursuant to Seaboard Hotel
Associates, LLC, is a borrower on an $18.5 million debt secured by
a first leasehold mortgage in the Courtyard by Marriott Stamford,
CT and rents arising from the property.
(ii) U.S. Bank, National Association/ LNR Partners, LLC as
trustee/special servicer under the 300 Main Loan Agreement, under
which 300 Main Street Associates, LLC, owes $11.5 million on
mortgage loan secured by a mortgage on a commercial office building
known as 300 Main Street, Stamford, CT.
(iii) Citizens Bank, N.A., as lender (i) under the 1 Atlantic
Mortgage Agreement, under which One Atlantic Investor Associates,
LLC, is borrower of $20.5 million on a mortgage loan secured by the
1 Atlantic Street, Stamford, CT property, (2) and the 100 Prospect
Mortgage Agreement, under which Century Plaza Investor Associates,
LLC and Seaboard Residential are the borrowers on a $21.09 million
mortgage loan secured by the 100 Prospect Street, Stamford, CT
property.
(iv) Natixis Real Estate Capital, LLC /Rialto Capital Management,
LLC as lender/special servicer under the 88 Hamilton Loan
Agreement, under which 88 Hamilton Avenue Associates, LLC, is the
borrower under a $23 million mortgage loan secured by the 88
Hamilton Avenue, Stamford, CT property.
(v) People's United Bank under the (a) 220 Elm Mortgage
Agreement, under which 220 Elm Street I, LLC and non-debtor 220 Elm
Street II, LLC, owe $7,000,000 on a mortgage loan secured by the
220 Elm Street, New Caanan, CT, and (b) and the Second 220 Elm
Mortgage Agreement, under which 220 Elm Street I and non-debtor 220
Elm Street II borrowed $1.2 million, which loan is secured by the
220 Elm Collateral.
(vi) Connecticut Housing Finance Authority ("Connecticut HFA"),
as lender under the PSW Building Loan Agreement, under which Park
Square West Associates, LLC is the borrower on a mortgage loan of
$26 million secured by Park Square West, Stamford, CT.
(vii) First County Bank ("FCB"), as lender under (i) the 300 Main
FCB Agreement, under which 300 Main borrowed $2 million pursuant to
a mortgage loan secured by the 300 Main Property and (ii) the
Clocktower Mortgage Agreement, under which Clocktower Close
Associates, LLC, is the borrower on a loan of $1.125 million,
secured by the 25 Grant Street, Norwalk, CT property.
(viii) Cedar Hill as lender under the $1M Promissory Note, under
which Seaboard Realty is a borrower under a $1 million promissory
note secured by the Courtyard Marriott Property, and the (2) $4M
Promissory Note, under which Seaboard Realty is the borrower under
a $4 million promissory note, secured by the 100 Prospect Property,
1 Atlantic Property, and 88 Hamilton Property.
The Debtors said that each of the Prepetition Secured Parties is
adequately protected in relation to their respective interests in
the Cash Collateral due to a substantial equity cushion. Based on
the Appraisals, and the books and records as of the Petition Date,
the Debtors have the following equity cushions in the underlying
properties:
a. Courtyard Marriott Property: 36.33%
b. 300 Main Property: 20.59%
c. 1 Atlantic Property: 17.34%
d. 88 Hamilton Property: 25.13%
e. 220 Elm Property: 30.26%
f. Park Square West Property: 58.60%
g. 100 Prospect Property: 24.71%
h. Clocktower Property: 44.00%
i. Residence Inn Property: 20.12
The lenders submitted objections to the Motion. People's United
said a proposal to divert money from the debtor 220 Elm Street I,
LLC, as well as from the non-debtor 220 Elm Street II, LLC, to pay
expenses of other Debtors is inconsistent with the Bankruptcy Code.
U.S. Bank also opposed the proposal to divert money from 300 Main
to pay expenses of the other Debtors. Citizens objected to the
Debtors' proposed use of cash collateral and offer of adequate
protection, except to the extent necessary to preserve and protect
Citizens’ collateral.
Each of the Prepetition Secured Parties, other than Webster Bank,
later consented to entry of an interim order authorizing the use of
cash collateral.
Judge Silverstein has entered several interim orders authorizing
the Debtors to use cash collateral and will convene a hearing on
March 23 to consider the Debtors' request to further use cash
collateral. A copy of the latest order, entered March 1, 2016, is
available for free at:
http://bankrupt.com/misc/Newbury_C_348_Int_Cash_Ord.pdf
The Interim Orders provide that as adequate protection for any
postpetition diminution in value of their respective interests in
the prepetition collateral, each Prepetition Secured Party will
receive a valid and perfected lien on all property that constitutes
as prepetition collateral of such Prepetition Secured Property,
provided, however, that any lien will not attach to causes of
action arising under Chapter 5 of the Bankruptcy Code.
Counsel to the Debtors:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Robert S. Brady
Sean T. Greecher
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
- and -
DECHERT LLP
Brian E. Greer
Janet M. Doherty
Michael P. Maloney
1095 Avenue of the Americas
New York, New York 10036
Telephone: (212) 698-3500
Facsimile: (212) 698-3599
E-mail: brian.greer@dechert.com
janet.doherty@dechert.com
michael.maloney@dechert.com
Counsel for U.S. Bank, National Association:
McCARTER & ENGLISH, LLP
Wilmington, Delaware
William F. Taylor, Jr.
Kate R. Buck
405 N. King Street, 8th Floor
Wilmington, DE 19801
Telephone: (302) 984-6300
E-mail: wtaylor@mccarter.com
kbuck@mccarter.com
- and -
Joseph Lubertazzi, Jr. Esq.
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102
Telephone: (973) 639-2082
E-mail: jlubertazzi@mccarter.com
Attorneys for Citizens Bank, N.A.:
SEYFARTH SHAW LLP
William J. Hanlon, Esq.
Seyfarth Shaw LLP
World Trade Center East
Two Seaport Lane, Suite 300
Boston, MA 02210
Direct Dial: (617) 946-4995
Direct Fax: (617) 790-6719
E-mail: whanlon@seyfarth.com
Attorneys for People's United
KLEHR HARRISON HARVEY BRANZBURG LLP
Raymond H. Lemisch
919 Market Street, Suite 1000
Wilmington DE 19801
Telephone: 302.552.5530
Facsimile: 302.426.9193
E-mail: rlemisch@klehr.com
- and -
NEUBERT PEPE & MONTEITH, PC
Douglas S. Skalka
James C. Graham
195 Church St., 13th Floor
New Haven CT 06510
Telephone: 203.821.2000
Facsimile: 203.821.2009
E-mail: dskalka@npmlaw.com
jgraham@npmlaw.com
About Newbury Common Associates
Common Associates, LLC, et al., comprise a corporate enterprise
that owns a diverse portfolio of high quality, distinctive
commercial, hospitality and residential properties with an
aggregate of approximately 800,000 square feet located primarily in
Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NEWLEAD HOLDINGS: Effects 1-for-300 Reverse Common Shares Split
---------------------------------------------------------------
NewLead Holdings Ltd. announced that a 1-for-300 reverse stock
split of its common shares has been approved by the Company's Board
of Directors and by written consent of the a majority of NewLead's
shareholders in an effort to meet all the requirements to uplist to
OTCQB marketplace. The reverse split became effective March 4,
2016.
The reverse split will consolidate every three hundred common
shares into one common share, par value of $0.00001 per share. As
a result of the reverse stock split, the number of common shares
outstanding will be reduced from 7,376,409,881, to approximately
24,588,033 shares, subject to rounding up of all fractional shares
to the nearest whole share. In respect to the underlying common
shares associated with any derivative securities, such as warrants,
options and convertible notes, the conversion and exercise prices
and number of common shares issuable generally will be adjusted in
accordance to the 1:300 ratio. The number of authorized common
shares and preferred shares of NewLead will not be affected by the
reverse split.
NewLead's transfer agent, VStock Transfer, LLC, will also act as
exchange agent for the reverse stock split. After the reverse
split takes effect, shareholders will receive information from
VStock regarding the process for exchanging their common shares.
VStock will notify shareholders of record that hold physical
certificates as of the effective time to transmit outstanding share
certificates, and, unless requested, will subsequently issue new
book entry statements of holding representing one post-split common
share for every three hundred common shares held of record as of
the effective time. Shareholders that currently hold common shares
in book entry form will receive updated statements of holding
reflecting the reverse split and need not take any action.
NewLead's common shares began trading on a split adjusted basis
when the market opens on March 4, 2016. On that date and for 20
trading days thereafter the Company's common shares will trade
under the ticker symbol "NEWLD" to provide notice of the reverse
stock split. After this period, the symbol will change to
"NEWLF” to denote Foreign Issuer.
About NewLead Holdings Ltd.
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company has
incurred a net loss, has negative cash flows from operations,
negative working capital, an accumulated deficit and has defaulted
under its credit facility agreements resulting in all of its debt
being reclassified to current liabilities all of which raise
substantial doubt about its ability to continue as a going concern.
NEWPAGE CORP: Moody's Assigns 'B3' Rating to DIP Term Loan
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the $350 million
debtor-in-possession term loan ("DIP term loan"), entered into by
NewPage Corporation (a non-guarantor subsidiary of Verso
Corporation) as part of $675 million of DIP credit facilities
entered by NewPage and $100 million of DIP credit facilities (not
rated) entered by Verso. The rating primarily reflects the
collateral coverage available to the DIP term loan lenders and the
structural features of the DIP term loan. The DIP term loan is
secured by substantially all the fixed assets of NewPage and
includes a super priority claim under the Chapter 11 of the US
Bankruptcy Code. The bankruptcy court approved the execution of the
DIP term loan in its final debtor-in-possession order on March 2,
2016. The rating also considers the size of the DIP credit
facilities relative to Newpage's pre-petition debt and the nature
of the bankruptcy and reorganization.
Assignments:
Issuer: NEWPAGE CORPORATION (DIP)
-- Senior Secured Bank Credit Facility (Local Currency), Assigned
B3
Outlook Actions:
Issuer: NEWPAGE CORPORATION (DIP)
-- Outlook, Assigned No Outlook
The rating on the DIP term loan is being assigned on a
"point-in-time" basis and will not be monitored going forward and
therefore no outlook is assigned to the rating.
RATINGS RATIONALE
The B3 rating assigned to Newpage's DIP term loan predominantly
reflects the collateral coverage, which consists primarily of first
priority DIP liens on NewPage's fixed assets (six US paper mills,
including one that has been idled) and a second priority DIP lien
on NewPage's current assets (receivables and inventory), ranking
behind NewPage's $325 million revolving DIP ABL facility (not
rated). Moody's estimates that collateral value in the event of
liquidation (assumes a discounted value for the collateral) may not
be sufficient to cover the $350 million term loan. The collateral
coverage available to the DIP term loan is uncertain given the
limited number of strategic buyers for the paper mills in the event
of a liquidation, as the secular decline in printing and writing
paper usage creates on-going excess paper making capacity.
The structural features of the DIP term loan provides the lenders
with good protection. All of the principal operating units of
NewPage provide upstream guarantees and most of the collateral
protection is achieved through perfected first liens on NewPage's
paper mills. In addition, the DIP term loan contains a minimum
EBITDA covenant (tested monthly) and a limitation on capital
expenditures.
The ratio of the face value of NewPage's two DIP facilities to
NewPage's pre-petition debt is high, at 72%. The relatively large
size of the DIP facilities as a percentage of pre-petition debt
does not significantly reduce the burden of debt service at NewPage
during reorganization.
The company has not yet formulated a definitive reorganization plan
with holders of its debt. The large number of secured, unsecured
and subordinated lenders with differing priorities of claim and
different pools of collateral increases the complexity of the
reorganization. Although Moody's assumed a potential liquidation in
its collateral valuation analysis, NewPage and Verso may be able to
emerge from bankruptcy within the term of the DIP facilities due to
a restructuring support agreement (RSA) they have signed with a
majority of the debt holders. The RSA commits Verso, NewPage and
the signing creditors to pursue a consensual restructuring. Under
the contemplated plan of reorganization, Verso would eliminate most
of its pre-bankruptcy debt, and in return, the holders of the
funded debt will receive substantially all of the equity in the
reorganized Verso.
The deterioration in Verso's financial performance and subsequent
Chapter 11 filing was largely driven by high interest expense, low
demand due to the increasing digitization of magazines, catalogs
and commercial printing, combined with increased competition from
lower cost imports, which were aided by the recent strength of the
US dollar. Coated paper prices remain weak due to excess worldwide
capacity, as paper machine closures have not kept pace with
declining demand. Verso's size and leading market position, which
provides the company with an ability to actively manage almost 50%
of North America's coated freesheet paper capacity, does provide
some operating flexibility to maintain market balance between
supply and demand, but that means it will need to continually take
out market capacity.
NewPage is a non-guarantor subsidiary of Verso Corporation, the
largest North American coated paper manufacturer with total paper
production capacity of 3.2 million tons and revenues of about $3.1
billion.
NEWPAGE CORP: S&P Assigns 'B' Rating on New Money & Roll-Up Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
point-in-time rating to both the new money and roll-up loans that
comprise the $350 million DIP term loan facility issued by NewPage
Corp., a subsidiary of Verso Paper Holdings LLC. The corporate
credit rating on Verso Paper Holdings LLC remains 'D'.
The ratings on NewPage's $350 million DIP term loan facility are
point-in-time ratings effective only for the date of this report.
S&P will not review, modify, or provide ongoing surveillance of the
ratings.
"Our ratings assume that no portion of the roll-up loans will be
unwound by the bankruptcy court in connection with any proceeding
challenging the validity, enforceability, extent, perfection, or
priority of the liens securing NewPage's pre-petition term loan,"
said Standard & Poor's credit analyst Christopher Andrews.
On Jan. 26, 2016, Verso Corp. and its subsidiaries voluntarily
filed petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code. On Jan. 27, the court gave interim approvals for
the Verso DIP ABL and NewPage DIP facilities. On March 2, the
bankruptcy court approved final orders for the DIP facilities and
authorized NewPage to obtain the full amount available under the
DIP term loan and ABL facilities.
The DIP facilities preserve the "stand-alone" capital structures
that existed before bankruptcy. None of the NewPage operating
subsidiaries guarantee or pledge their assets to secure the Verso
ABL facility, so it is structurally subordinated to the DIP
facilities at NewPage. Similarly, the NewPage DIP facilities have
no recourse to any non-NewPage entities in the enterprise.
NEWZOOM INC: Gets Approval to Settle Panasonic's Secured Claim
--------------------------------------------------------------
NewZoom Inc. received court approval for a deal that would resolve
the claims of Panasonic Appliances Refrigeration Systems
Corporation of America.
Under the deal, Panasonic will get a $617,000 secured claim, down
from the $1.2 million secured claim it originally wanted.
The claim stemmed from the companies' 2015 agreement on the
manufacture of 7000 series RRS units. The agreement will be
assumed as part of the deal, according to court filings.
The deal was approved by Judge Hannah Blumenstiel of U.S.
Bankruptcy Court for the Northern District of California.
NewZoom officially emerged from Chapter 11 protection barely two
weeks after the bankruptcy judge approved its restructuring plan on
Dec. 11 last year.
The plan, which took effect on Dec. 23, 2015, provided for a
reorganization of NewZoom's business funded by its pre-bankruptcy
lenders, led by MIHI LLC, which is affiliated with Macquarie
Capital (USA), Inc.
NewZoom will use the new exit facility for general corporate
purposes, including payment of the loan provided by MIHI to get the
company through bankruptcy.
About NewZoom
Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel. It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping. It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan. The Debtor employs
approximately 115 people.
NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015. The petition was
signed by John A. Lawrence, the president and CEO. The case is
assigned to Judge Hannah L. Blumenstiel.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtor.
Prime Clerk LLC acts as the claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Sheppard
Mullin Richter & Hampton LLP as attorneys.
MIHI LLC is providing $3.7 million to finance the Chapter 11
effort.
NORANDA ALUMINUM: Sec. 341 Meeting Scheduled for April 13
---------------------------------------------------------
A meeting of Noranda Aluminum, Inc.'s creditors will be held on
April 13, 2016, at 11:00 a.m. at Thomas F. Eagleton U.S.
Courthouse, 111 South 10th Street, Suite 21.130, St. Louis,
Missouri 63102.
The exception to discharge deadline is June 13, 2016.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of secured indebtedness, consisting of a revolving credit facility
and a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORTH-SOUTH ENTITY: Case Summary & 10 Unsecured Creditors
---------------------------------------------------------
Debtor: North-South Entity, LLC
P.O. Box 359
Wrightsville Beach, NC 28480
Case No.: 16-01146
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 3, 2016
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Wilmington Division)
Judge: Hon. David M. Warren
Debtor's Counsel: Jason L. Hendren, Esq.
HENDREN REDWINE & MALONE, PLLC
4600 Marriott Drive, Suite 150
Raleigh, NC 27612
Tel: 919 573-1422
Fax: 919 420-0475
E-mail: jhendren@hendrenmalone.com
- and -
Rebecca F. Redwine, Esq.
HENDREN REDWINE & MALONE, PLLC
4600 Marriott Drive, Suite 150
Raleigh, NC 27612
Tel: 919 420-0941
Fax: 919 420-0475
E-mail: rredwine@hendrenmalone.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $1 million to $10 million
The petition was signed by J. Whitney Honeycutt, president of NSH,
Inc., sole managing member of Debtor.
List of Debtor's 10 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Cape Fear Commercial Realty Broker's $501,315
Attn: Managing Agent Commission
1051 Military Cutoff
Road Suite 200
Wilmington, NC 28405
Cape Fear Commercial Realty Leasing $21,244
Commission
Chris R. Howlett Earnest Money $175,000
Refund
Internal Revenue Service Unknown
Johnson Controls Business Debt $0
Mechanical Systems and Services Repair $12,860
NC Department of Revenue Unknown
New Hanover County Tax Department Unknown
Wilford Houston & Co., CPAs, PLLC Accounting Fees $2,500
Wrightsville Beach Landscaping Business Debt $2,700
NRG ENERGY: S&P Affirms 'BB-' CCR, Outlook Remains Stable
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on NRG
Energy Inc., including the 'BB-' corporate credit rating. The
outlook remains stable.
NRG announced its 2015 financial results in the first week of
March. The company's cash flow generation has displayed resilience
and is higher than our expectation for 2015. "Financial
performance in the year has been buttressed by strong retail power
EBITDA, opportunistic wholesale hedging (even on the coal assets),
and rolling back of the NRG Solar business," said Standard & Poor's
credit analyst Aneesh Prabhu. At the NRG Corporate level (i.e.,
after deconsolidating GenOn Energy Inc., NRG Yield, and certain
nonrecourse projects), adjusted FFO to debt for the year is 17.2%
(net of dropdown proceeds from NRG Yield) relative to the 16.2% S&P
projected for the year. Also, given the high hedged levels, S&P
thinks its expectation of financial performance--at about 16.0% FFO
to debt for 2016--is achievable barring operating
underperformance.
"Our focus has shifted to the backwardation in cash flows from 2017
onward because a higher proportion of the company's wholesale
business is exposed to this then to lower power prices. We have
long argued that even though a price-taking fleet does not set
market prices, it benefits from ratable hedging as that allows the
company time to align its capital structure to changing commodity
dynamics. Specifically, without the deleveraging announced this
week, we projected NRG's FFO to debt ratio to decline to 11.7% in
2017 from levels of about 16% in 2016, underscoring the exposure of
generation fleets such as NRG's to the vicissitudes of merchant
power markets. In our opinion, NRG's credit profile will hinge on
how the company continues to address the volatility in cash flows
that its wholesale generation will continue to be exposed to," S&P
said.
The stable outlook reflects S&P's expectation that NRG's corporate
level adjusted FFO to debt will be about 13% to 15%, and debt to
EBITDA will be below 5.0x over the forecast period. Among other
factors, this is contingent on S&P's current commodity price
assumptions which should enable the company to generate free cash
flow to fund not only capital spending but also the planned
deleveraging through 2017. S&P's financial forecast also assumes
some benefit for cost reductions associated with the reset program
that the company announced.
Downside risks persist from the continuation of the depressed power
price environment that could become pronounced if demand growth
declines, natural gas prices decline from current levels, or if
renewable proliferation further pressures its coal-fired fleet
especially in ERCOT. Specifically, S&P will lower the ratings on
NRG if its corporate level FFO to debt declines to consistently
below 12%, NRG extends support to GenOn as GenOn's credit quality
deteriorates, or NRG's large nonrecourse solar portfolio performs
poorly and the company decides to support them. S&P notes that
financial measures are at the lower end of the expected range.
S&P does not expect to raise its ratings on NRG over the next two
to three years because S&P does not expect the company's
corporate-level cash flow to debt to improve above 15% through
2018. An upgrade would require FFO to debt to improve to about 18%
to 20%.
OSAGE EXPLORATION: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Bankruptcy Court for the Western District of Oklahoma amended
schedules of assets liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $9,866,010
B. Personal Property $1,281,142
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $31,991,829
E. Creditors Holding
Unsecured Priority
Claims $3,038
F. Creditors Holding
Unsecured Non-Priority
Claims $7,469,811
----------- -----------
Total $11,147,152 $39,464,678
A copy of the amended schedules is available for free at
http://bankrupt.com/misc/OsageExploration_102_amendedSAL.pdf
Kim Bradford, president, CEO, chairman of the Debtor, signed the
document.
About Osage Exploration
Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.
Osage Exploration filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 16-10308) on Feb. 3, 2016, to pursue a sale of
substantially all assets.
The Debtor estimated assets and debt of $10 million to $50
million.
The Debtor tapped Crowe & Dunlevy as counsel.
OZ GAS: Court Converts Bankruptcy Cases to Chapter 7
----------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has converted the Chapter 11
bankruptcy cases of Oz Gas, Ltd, et al. to Chapter 7 liquidation.
As reported by the Troubled Company Reporter on Dec. 15, 2015, Guy
C. Fustine, Chapter 11 Trustee for Oz Gas, Ltd., et. al., asked the
Court to convert the Chapter 11 cases to cases under Chapter 7.
On Dec. 18, 2015, the Court entered orders converting the cases
from Chapter 11 to Chapter 7 following motions to convert filed in
each case by the Chapter 11 Trustee. No parties argued or
prosecuted any objections to the requested relief and prior to
entry of the orders which were to become effective.
After further reflection, especially after hearing on the Chapter
11 Trustee's motion to enforce the automatic stay, to impose
sanctions for violation of the automatic stay or, in the
alternative, for equitable relief held later in the day of Dec. 18,
2015, involving various entities related to the Debtors and the
principal of the Debtors, Richard Osborne, the Court said that
although conversion was most likely and eventually appropriate
should the cases be permitted to continue, immediate conversion of
each of the Debtors may not be in the best interest of the
respective estates. On Dec. 21, 2015, the Court withdrew the
conversion orders dated Dec. 18, 2015.
On Jan. 4, 2016, the Chapter 11 Trustee filed an omnibus narrative
statement describing plan for expedited liquidation under Chapter
7.
The Chapter 11 Trustee stated, "If these cases are converted to
Chapter 7, and I am appointed as the Chapter 7 Trustee, my plan is
to liquidate all of the Debtors' tangible assets in a highly
expedited liquidation process which is also designed to elicit the
highest and best available offers . . . . If I am appointed as the
Chapter 7 Trustee, I would immediately seek approval of a
consulting agreement between the Trustee and Stephen G. Rigo dba
Business Consulting Associates, LLC. Mr. Rigo has been providing
the Trustee with services in the ordinary course of business to
sell the Debtors' gas on the open market. Mr. Rigo negotiates the
gas purchase contracts with buyers and makes recommendations to the
Trustee. Mr. Rigo is highly respected in the industry and is very
familiar with these assets specifically. The engagement would
provide for an hourly rate ($125 per hour) to be paid to Mr. Rigo
for assisting me in assembling the data and preparing the
prospectus to interested parties. Mr. Rigo would also answer
questions posed by interested purchasers regarding the details of
the business operations and sale. The proposed engagement would
include a reasonable success fee.
About Oz Gas Ltd.
Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural gas
in Northeast Ohio. The Company has 58 producing wells. The
Company also has one self storage facility located in Painesville,
Ohio. The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.
John D. Oil's affiliated entities -- Oz Gas, LTD., and Great Plains
Exploration, LLC -- filed voluntary Chapter 11
 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.
Two days later, John D. Oil filed its own Chapter 11 petition
(Bankr. W.D. Pa. Case No. 12-10063).
On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB. District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver. The Receivership Order was appealed to the Sixth Circuit
Court of Appeals on Dec. 19, 2011, and the appeal is currently
pending.
Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors. Each of Great Plains and Oz Gas estimated $10 million
to $50 million in assets and debts. John D. Oil's balance sheet at
Dec. 31, 2011, showed $6.98 million in total assets, $13.26 million
in total liabilities, and a stockholders' deficit of $6.28
million.
The petitions were signed by Richard M. Osborne, CEO.
The U.S. Trustee said a committee under 11 U.S.C. Sec. 1102 has not
been appointed because no unsecured creditor responded to the U.S.
Trustee's communication for service on the committee.
PALMAZ SCIENTIFIC: Files for Ch. 11 to Seek Buyer
-------------------------------------------------
Palmaz Scientific, Inc. on March 4 disclosed that the Company filed
for Chapter 11 protection in
San Antonio to provide adequate time to identify and evaluate
prospective buyers for its innovative metallurgical medical device
technology.
Dr. Julio Palmaz and others founded the company in 2008 to develop
the next-generation of safe implantable prosthetic devices. Two
decades earlier, Dr. Palmaz invented the first commercially
successful balloon expandable heart stent, the Palmaz(R) Stent,
which has been hailed as one of the 10 inventions that changed the
world and is credited with saving millions of lives. Dr. Palmaz
envisioned that Palmaz Scientific's new technology could
revolutionize care for strokes and other life threatening
conditions in the same manner that the Palmaz(R) Stent did for
cardiac care. The Company owns or controls more than 250 issued
patents and has many other active patent filings in progress.
Despite the game-changing potential for this new technology, the
Company asserts that its ability to attract capital investment and
continue its business operations has been seriously impaired by a
negative campaign of false information disseminated by certain
individuals about the Company. Litigation involving these false
charges was brought by and against the Company in 2015. The
Company seeks millions of dollars in damages.
According to the Company, the false information was provided to
current investors, potential business partners, the news media and
even Federal government authorities -- resulting in substantial
damage to the Company and crippling its ability to maintain its
ongoing operations. For example, the Company asserted that the
misinformation prompted a Federal investigation by the U.S.
Attorney's office in Dallas. The Company quickly and completely
cooperated in the investigation and was cleared in a letter from
the U.S. Attorney's office, which not only closed their
investigation, but also praised the Company's timely and
transparent response.
According to the Company, it suffered irreparable harm due to the
spread of this so-called "information," with potential transactions
and development projects with large medical device companies
falling victim to the defamation campaign. The Company will
vigorously pursue its claims.
Throughout this tumultuous time, the Company has been financially
supported by the Palmaz family, the Company's largest shareholder.
Demonstrating their belief in the Company's technology, the family
has loaned the Company millions of dollars in the last year alone
to preserve and further develop the technology and to identify
strategic partners.
While potential suitors have expressed great praise for the
technology, the Company believes that the toxic atmosphere created
by the defamation and the related litigation prevented any
meaningful investment. The Chapter 11 proceeding presents an
opportunity to separate the valuable technology from the collateral
effects of the defamation and litigation. The Company intends to
market the technology and maximize its value.
The Company will have no further comment at this time.
Andy Taylor of Andy Taylor & Associates, P.C. represents the
Company in litigation proceedings -- http://www.andytaylorlaw.com
Michael M. Parker of Norton Rose Fulbright has been retained to
represent the Company in Chapter 11 proceedings.
About Palmaz Scientific
Palmaz Scientific, Inc. -- http://www.palmazscientific.com-- was
founded by Dr. Julio Palmaz, Steve Solomon, and Phil Romano, in
order to pursue the research, development and commercialization of
advanced metallurgical surface nanotechnologies for the manufacture
of implantable medical devices. The Palmaz technology uses
physical vapor deposition processes to deposit layers of atoms on a
substrate to produce very strong, high purity metals which are then
fabricated into low profile implantable medical devices for many
applications including all metal micromesh thin film coverings for
stents, micro-neuro and vascular stents, angioplasty balloons, drug
delivery devices, as well as cosmetic and orthopedic implants. In
addition, Palmaz has developed patented nanotechnology process
methods that accelerate the healing process of cells on metals used
in implantable medical devices. Research over the last ten years
has yielded 94 patents, with 122 active patent filings pending, for
metallurgical surface nanotechnologies and processing methods.
PARKER DRILLING: Moody's Lowers Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded Parker Drilling Company's
Corporate Family Rating (CFR) to B3 from B1, Probability of Default
Rating (PDR) to B3-PD from B1-PD, and senior unsecured rating to
Caa1 from B2. Moody's lowered the Speculative Grade Liquidity
Rating to SGL-3 from SGL-2. The rating outlook was changed to
negative. This concludes our review of Parker's ratings, which was
initiated on January 21, 2016.
"The downgrade reflects the challenging outlook for land drilling
and rentals tools businesses in North America as well as the
continued pressure on Parker's margins and utilization in
international markets that could push the company's leverage near
7x by early 2017," commented Sajjad Alam, Moody's AVP-Analyst.
"However, we expect Parker's significant international businesses,
which in aggregate have held up better than its North American
operations in this downturn, and $134 million of cash balance, to
provide meaningful support in maintaining debt service payments and
a base level of capex through 2017."
Issuer: Parker Drilling Company
Downgrades:
-- Corporate Family Rating, Downgraded to B3 from B1
-- Probability of Default Rating, Downgraded to B3-PD from B1-PD
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Caa1
(LGD 4) from B2 (LGD 4)
Ratings Lowered:
-- Speculative Grade Liquidity Rating, Lowered to SGL-3 from
SGL-2
Outlook Action:
-- Outlook, Changed To Negative From Ratings Under Review
RATINGS RATIONALE
Parker's B3 Corporate Family Rating (CFR) reflects its rapidly
increasing financial leverage, exposure to the volatile contract
drilling industry which is facing a severe cyclical downturn,
limited scale, capital intensity, and inherent business and
political risks involving international operations. Moody's expects
low oil and natural gas prices to suppress drilling activities
worldwide and Parker will have to contend with fewer contract and
revenue opportunities, reduced margins and utilization rates, and
declining liquidity through 2017. The B3 rating is supported by
Parker's globally diversified geographic footprint that lessens
cash flow volatility, its niche position as a provider of
specialized drilling rigs and ability to work on complex wells or
in remote and harsh locations, and the scalability of its rental
tools business both in U.S. and in international markets.
Parker's senior notes are rated Caa1, one notch below the B3 CFR
under Moody's Loss Given Default Methodology. The notching reflects
the significant size of the $200 million secured revolver in the
capital structure that has a first-priority claim to Parker's
assets.
Moody's expects Parker to maintain adequate liquidity through
mid-2017, which is captured in our SGL-3 rating. The company has a
sizeable cash balance ($134 million at December 31, 2015) that
should cover funding deficiencies through 2017. The company also
has an undrawn $200 million revolving credit facility (~$187
million available after accounting for letter of credits), which
matures in January 2020. However, the company is likely to breach
the leverage covenant in its revolver agreement in early 2016, and
therefore, an amendment will be needed to maintain ongoing access.
The current revolver financial covenant levels include a maximum
debt/EBITDA ratio of 5.5x, a maximum secured debt/EBITDA ratio of
1.5x, a minimum EBITDA/interest expense ratio of 2.25x and a
minimum asset coverage ratio of 1.25x. Parker has low refinancing
risks given its 7.5% and 6.75% senior notes maturing in 2020 and
2022, respectively.
The negative outlook reflects the likelihood of greater than
expected deterioration in Parker's credit metrics in a prolonged
downturn. Parker's ratings could be downgraded if the
EBITDA/interest ratio approaches 1.5x or the liquidity appears
weak. An upgrade could be considered if Parker can sustain leverage
below 4x in a stable to improving industry environment.
Parker Drilling Company, headquartered in Houston, Texas, provides
rental tools and contract drilling services to the oil & gas
industry globally.
PETROQUEST ENERGY: Moody's Revises PDR to Caa3-PD/LD
----------------------------------------------------
Moody's Investors Service revised PetroQuest Energy, Inc.'s
(PetroQuest) Probability of Default Rating (PDR) to Caa3-PD/LD from
Caa3-PD. At the same time, Moody's affirmed PetroQuest's Corporate
Family Rating (CFR) at Caa3, its unsecured notes rating at Ca, and
its Speculative Grade Liquidity (SGL) Rating at SGL-4. The ratings
outlook remains negative.
The appending of the PDR with an "/LD" designation indicates
limited default, following the closing of the company's private
exchange offer of $214.4 million of its unsecured notes for $144.7
million of new secured second lien notes, $53.6 million of cash,
and 4.3 million shares of its common stock. Moody's views this debt
exchange as a distressed exchange, which is a default under Moody's
definition of default. We will remove the "/LD" designation after
three business days.
RATINGS RATIONALE
PetroQuest's Caa3 CFR reflects the anticipated worsening of
liquidity and credit metrics in 2016 due to the weak commodity
price environment. The rating is also constrained by the company's
modest scale and geographic concentration risks, with one well in
the Gulf Coast Basin expected to contribute disproportionately to
production and cash flows in 2016. Reserves and production growth
are likely to remain muted (although capex requirements to maintain
production in 2016 are very low), and with little meaningful hedges
in 2016, we do not expect the company to generate meaningful
positive operating cash flow. The proposed second lien secured
notes issuance leaves the company with approximately $145 million
of second lien notes due 2021, $136 million of existing unsecured
notes due September 2017 and approximately $70 million of cash.
While this exchange offer reduces the 2017 maturity burden
considerably, the unfavorable industry environment could lead to
liquidity stress with cash balances and revolver availability not
sufficient to address the maturity.
The existing unsecured notes are rated Ca, one notch below the CFR,
reflecting the subordination of the unsecured notes to the secured
borrowing base revolving credit facility and the second lien
secured notes. The second lien secured notes are subordinated to
the first lien secured borrowing base revolving credit facility
under Moody's Loss Given Default (LGD) methodology.
The negative outlook reflects the anticipated elevation of
liquidity stress on the company due to the commodity price outlook.
The outlook also reflects the remaining risk of additional
distressed exchanges.
The ratings could be downgraded if liquidity deteriorates
considerably. A ratings upgrade is less likely through September
2017 given the debt maturity and the weak commodity price outlook.
However, in a better commodity price environment, ratings could be
upgraded if PetroQuest maintains adequate liquidity, including
sustained positive cash flow after funding maintenance capital
expenditure and dividends.
PetroQuest is an exploration and production company based in
Lafayette, Louisiana.
PHARMACYTE BIOTECH: Farber Hass Issues Amended Report
-----------------------------------------------------
Pharmacyte Biotech, Inc., filed on Jan. 19, 2016, Amendment No. 1
and Amendment No. 2 to its annual report on Form 10-K for the year
ended April 30, 2015, which was originally filed with the
Securities and Exchange Commission July 29, 2015.
On March 3, 2016, the Company filed amendment No. 3 to the Annual
Report for the sole purpose including an amended Report of
Independent Registered Public Accounting Firm of Farber Hass Hurley
LLP, in order to include a paragraph on certain restated Notes to
the Company's consolidated financial statements, Notes 1A, 2, 3, 7,
9, 13, 14 and 15, and to indicate that the report date with respect
to such Restated Notes is Jan. 19, 2016.
A full-text copy of the Accounting Firm's report is as follows:
To the Board of Directors and
Stockholders of PharmaCyte Biotech, Inc., formerly known as
Nuvilex, Inc.
We have audited the accompanying consolidated balance sheet of
PharmaCyte Biotech, Inc., formerly known as Nuvilex, Inc. (the
Company) as of April 30, 2015, and the related consolidated
statements of operations, comprehensive loss, stockholders'
equity (deficiency), and of cash flows for the year ended April
30, 2015. Our audit also included the financial statement
schedule listed in the Index at Item 15a(2). PharmaCyte
Biotech, Inc.'s management is responsible for these financial
statements and schedule. Our responsibility is to express an
opinion on these consolidated financial statements and schedule
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of PharmaCyte Biotech, Inc., formerly known as Nuvilex, Inc. as
of April 30, 2015, and the results of its operations and its
cash flows for the year ended April, 30, 2015, in conformity
with accounting principles generally accepted in the United
States of America. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
PharmaCyte Biotech, Inc., formerly known as Nuvilex, Inc.’s
internal control over financial reporting as of April, 30, 2015,
based on criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report
dated July 28, 2015, expressed an adverse opinion.
As discussed in Notes 1A, 2, 3, 7, 9, 13, 14 and 15 to the
consolidated financial statements, the consolidated financial
statements as of April 30, 2015 and for the year then ended have
been restated to correct a misstatement.
/s/ Farber Hass Hurley LLP
About PharmaCyte Biotech, Inc.
PharmaCyte Biotech, Inc., formerly known as Nuvilex Inc, is
dedicated to bringing to market scientifically derived products
designed to improve the health, condition and well-being of those
who use them. The Company is a clinical stage biotechnology
company focused on developing and preparing to commercialize
treatments for cancer and diabetes based upon a proprietary
cellulose-based live-cell encapsulation technology known as
Cell-in-a-Box. The Company intends to use this unique and patented
technology as a platform upon which to build treatments for several
types of cancer, including advanced, inoperable pancreatic cancer,
and diabetes.
The Company's restated balance sheet as of Oct. 31, 2015, showed
$7.97 million in total assets, $1.08 million in total liabilities
and $6.89 million in total stockholders' equity.
For the year ended April 30, 2015, the Company reported a net loss
of $10.85 million compared to a net loss of $27.25 million for the
year ended April 30, 2014.
PIONEER ENERGY: Moody's Lowers Corporate Family Rating to Caa3
--------------------------------------------------------------
Moody's Investors Service, on March 3, 2016, downgraded Pioneer
Energy Services Corp.'s Corporate Family Rating (CFR) to Caa3 from
B2, Probability of Default Rating (PDR) to Caa3-PD from B2-PD, and
senior unsecured notes to Ca from B3. The Speculative Grade
Liquidity (SGL) Rating of SGL-4 was affirmed and the rating outlook
is negative. This action concludes the rating reviews begun on
January 21, 2016.
"The rating downgrades were driven by the material deterioration in
Pioneer Energy's credit metrics through 2015 and our expectation of
continued deterioration through 2016. The demand outlook for
drilling and oilfield services is extremely weak, as witnessed by
the steep and continued drop in the US rig count" said Sreedhar
Kona, Moody's Vice President. "The negative outlook reflects the
deteriorating fundamentals of the services sector and the
likelihood of covenant breaches"
Downgrades:
Issuer: Pioneer Energy Services Corp.
-- Corporate Family Rating, Downgraded to Caa3 from B2
-- Probability of Default Rating, Downgraded to Caa3-PD from B2-
PD
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
(LGD5) from B3 (LGD5)
Affirmations:
Issuer: Pioneer Energy Services Corp.
-- Speculative Grade Liquidity (SGL) Rating, Affirmed at SGL-4
Outlook Actions:
Issuer: Pioneer Energy Services Corp.
-- Outlook, Changed to Negative from Rating under Review
RATINGS RATIONALE
The downgrade of Pioneer Energy's Corporate Family Rating (CFR) to
Caa3 from B2 is primarily driven by the continued decline in
Pioneer Energy's cash flow generation through 2015 due to poor
demand for drilling and services equipment and the worsened outlook
for these services through 2016 and 2017. Further reduction in 2016
budgets of E&P companies as compared to 2015 will have an adverse
impact on the utilization and the rates of drilling rigs and well
services equipment. Based on Moody's projections, Pioneer Energy's
debt to EBITDA ratio will increase towards 20x by yearend 2016 and
stay near that level through 2017. Although the company secured an
amendment to the credit agreement to get relief on the covenants,
there is still a significant risk of covenant breach on the
interest coverage covenant by the end of 2016. The company's small
scale, limited range of service offerings compared to other
oilfield services peers and customer concentration also impact the
ratings.
The Ca rating on Pioneer Energy's $300 million of senior unsecured
notes due 2022 reflects its subordination to the $200 million
senior secured revolving credit facility due 2019 ($95 million
outstanding and $17.3 million in committed letters of credit as of
December 31, 2015).
Pioneer Energy will have weak liquidity through the next 12-18
months, as indicated by the SGL-4 Speculative Grade Liquidity
Rating. At December 31, 2015, Pioneer Energy had $15 million of
cash on its balance sheet and $88 million of availability under its
$200 million revolving credit facility. For the full year 2016,
Pioneer Energy's cash interest will be approximately $25 million
and capital spending of approximately $25 million, resulting in a
negative free cash flow of approximately $34 million. We expect the
company to rely on the existing cash on the balance sheet and
borrow from the revolving credit facility to meet its cash needs,
as the EBITDA generated through 2016 will not be sufficient. The
$200 million credit facility expires in September 2019. Post the
December 2015 amendment to the credit facility, there are two
financial maintenance covenants under the facility. The maximum
senior consolidated leverage ratio covenant requires the company to
maintain the ratio below 3.0x at the end of first quarter 2016,
3.50x at the end of second quarter of 2016, 4.25x at the end of
third quarter 2016, and 4.75x from the end of fourth quarter 2016
to the end of second quarter 2017. Additionally the minimum
interest coverage ratio covenant requires the company to maintain
the ratio above 1.50x at the end of first and second quarters of
2016, and 1.25x from the end of third quarter 2016 to the end of
third quarter 2017. Moody's expects the company to breach both
covenants near the end of 2016, unless the company renegotiates the
covenants with the bank group. The company has few alternate
liquidity sources of liquidity as almost all assets are encumbered
and any net proceeds from asset sales have to be used to repay
revolver borrowings within 12 months.
The negative outlook reflects the deteriorating fundamentals of the
services sector and the likelihood of covenant breaches.
A downgrade could occur if the company is likely to file for
protection or undertakes a debt restructuring.
Ratings are not likely to be upgraded at least through 2016, given
the weak commodity price environment and softness in the drilling
and oilfield services sectors. Should utilization rates and
dayrates start rising, contributing to EBITDA growth and interest
coverage sustaining above 1.0x, combined with adequate liquidity,
Pioneer Energy's ratings could be upgraded.
Pioneer Energy provides contract land drilling and various well
site services to upstream oil and gas companies. The company
currently operates in Texas, North Dakota and Appalachian regions
and internationally in Columbia.
PIONEER NATURAL: Moody's Releases Corrected Press Release
---------------------------------------------------------
Moody's Investor Service, in mid-February 2016, corrected its press
release entitled, Moody's reviews 29 US E&P companies for
downgrade, which was originally issued on December 16, 2015. In
the list of ratings placed on review for downgrade, for issuer
Pioneer Natural Resources Company, Moody's corrected rating for
Preferred Shelf from (P)Ba2, Placed on Review for Downgrade to
(P)Ba1, Placed on Review for Downgrade.
The revised ratings release, as it pertains to Pioneer Natural,
notes these ratings:
Issuer: Pioneer Natural Resources Company
Issuer Rating, Baa3, Placed on Review for Downgrade
Preferred Shelf, (P)Ba1, Placed on Review for Downgrade
Subordinate Shelf, (P)Ba1, Placed on Review for Downgrade
Senior Unsecured Shelf, (P)Baa3, Placed on Review for Downgrade
Backed Preferred Shelf, (P)Ba1, Placed on Review for Downgrade
Backed Subordinate Shelf, (P)Ba1, Placed on Review for Downgrade
Backed Senior Subordinate Shelf, (P)Ba1, Placed on Review for
Downgrade
Backed Senior Unsecured Shelf, (P)Baa3, Placed on Review for
Downgrade
Senior Unsecured Regular Bond/Debenture, Baa3, Placed on Review
for Downgrade
The full revised ratings release is available at the Moody's site
at http://is.gd/bHeN8g
PLANDAI BIOTECHNOLOGY: Appoints Callum Duffield as New Secretary
----------------------------------------------------------------
Plandai Biotechnology, Inc., appointed Callum Cottrell Duffield to
serve as corporate secretary. Mr. Cottrell Duffield is currently a
director of the Company, and vice president of sales and marketing,
as disclosed in a Form 8-K report filed with the Securities and
Exchange Commission.
About Plandai
Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry. Its principle holdings consist of land, farms
and infrastructure in South Africa.
Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.
As of March 31, 2015, the Company had $9.86 million in total
assets, $15.7 million in total liabilities, $4.28 million
stockholders' deficit and $1.52 million in non-controlling
interest.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.
"The Company has incurred a deficit of approximately $26 million
and has used approximately $44 million of cash due to its
operating activities in the two years ended June 30, 2014. The
Company may not have adequate readily available resources to fund
operations through June 30, 2015. This raises substantial doubt
about the Company's ability to continue as a going concern," the
auditor noted.
PLANDAI BIOTECHNOLOGY: Jamen Shively Quits as Director
------------------------------------------------------
Plandai Biotechnology, Inc., disclosed in a Form 8-K report filed
with the Securities and Exchange Commission that it accepted the
resignation of Jamen Shively from the Board of Directors.
According to the Company, there was no disagreement between Mr.
Shively and the company associated with his resignation. The
Company has not taken steps to fill the vacancy left by Mr.
Shively's resignation; however, the remaining board members may
appoint someone fill the remainder of the term, which expires at
the next annual meeting of shareholders.
About Plandai
Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry. Its principle holdings consist of land, farms
and infrastructure in South Africa.
Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.
As of March 31, 2015, the Company had $9.86 million in total
assets, $15.7 million in total liabilities, $4.28 million
stockholders' deficit and $1.52 million in non-controlling
interest.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.
"The Company has incurred a deficit of approximately $26 million
and has used approximately $44 million of cash due to its
operating activities in the two years ended June 30, 2014. The
Company may not have adequate readily available resources to fund
operations through June 30, 2015. This raises substantial doubt
about the Company's ability to continue as a going concern," the
auditor noted.
PLANDAI BIOTECHNOLOGY: Terminates J. Gutierrez as EVP & Secretary
-----------------------------------------------------------------
Plandai Biotechnology, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Feb. 29, 2016, it
terminated the employment of Jessica Gutierrez as corporate
secretary and as executive vice president. According to the
Company, it had no disagreement with Ms. Gutierrez with her
termination. The Company said it has not taken steps to appoint a
new executive vice president and has no immediate plans to do so.
About Plandai
Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry. Its principle holdings consist of land, farms
and infrastructure in South Africa.
Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.
As of March 31, 2015, the Company had $9.86 million in total
assets, $15.7 million in total liabilities, $4.28 million
stockholders' deficit and $1.52 million in non-controlling
interest.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.
"The Company has incurred a deficit of approximately $26 million
and has used approximately $44 million of cash due to its
operating activities in the two years ended June 30, 2014. The
Company may not have adequate readily available resources to fund
operations through June 30, 2015. This raises substantial doubt
about the Company's ability to continue as a going concern," the
auditor noted.
PRECISION DRILLING: Moody's Cuts Corporate Family Rating to B2
--------------------------------------------------------------
Moody's Investors Service, downgraded Precision Drilling
Corporation's Corporate Family Rating (CFR) to B2 from Ba2,
Probability of Default Rating to B2-PD from Ba2-PD and senior
unsecured notes rating to B3 from Ba2. The Speculative Grade
Liquidity Rating was lowered to SGL-2 from SGL-1. The rating
outlook is negative. This action resolves the review for downgrade
that was initiated on January 21, 2016.
"The downgrade reflects the lower cash flow and weak leverage
resulting from the collapse in drilling activity," said Paresh
Chari, Moody's Analyst.
Downgrades:
Issuer: Precision Drilling Corporation
-- Probability of Default Rating, Downgraded to B2-PD from Ba2-PD
-- Corporate Family Rating, Downgraded to B2 from Ba2
-- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
(LGD4) from Ba2 (LGD4)
Ratings Lowered:
-- Speculative Grade Liquidity Rating, Lowered to SGL-2 from SGL-
1
Outlook Actions:
Issuer: Precision Drilling Corporation
-- Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
Precision's B2 Corporate Family Rating (CFR) reflects expected high
leverage resulting from low North American land drilling rig
utilization severely pressuring spot market margins, together with
a rolling off of expiring high margin contracts. The current
downturn in commodity prices has led to a significant decrease in
drilling activity across North America, reducing Moody's estimate
of Precision's 2016 EBITDA by about 40% from 2015, which was
already 40% below 2014 levels, and increasing leverage above 7x in
2016 and towards 8x in 2017. While Precision has a solid market
position in Canada, with almost all of its fleet consisting of high
quality Tier 1 rigs and a broad geographic footprint in the major
North American land drilling markets, neither has protected the
company from the downturn. In 2016, Moody's expects Precision will
have about a quarter of its fleet under contract, which will help
to slightly mute the impact of the downturn, as will its increasing
exposure to international land drilling markets. Moody's expects,
the company will generate negative free cash flow of about $100
million mainly due to the capex associated with new rig delivery
for its international markets, despite the elimination of the
dividend. In 2017, Precision is expected to have about 10% of its
rigs under contract, but will generate positive free cash flow as
build spending ceases.
Precision's SGL-2 liquidity rating reflects good liquidity through
the first quarter of 2017. As of December 31, 2015, Precision had
roughly C$445 million of cash and an undrawn US$550 million secured
revolving credit facility (but for US$46 million in LCs), due June
2019. Moody's expects roughly C$60 million of negative free cash
flow through the fifteen months to March 31, 2017. Compliance under
the senior debt leverage covenant (less than 2x) is expected to be
comfortable, but the interest coverage covenant (above 2x) will be
very tight. Alternative sources of liquidity are limited
principally to the sale of Precision's existing drilling rigs and
completion and well service rigs, which are largely encumbered.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated B3, one notch below the CFR,
reflecting the priority ranking of the US$550 million revolving
credit facility in the capital structure.
The negative outlook reflects Moody's expectation that EBITDA will
weaken significantly in 2016 and 2017 increasing leverage to above
7x and decreasing EBITDA to interest to around 2x.
The rating could be downgraded if leverage increases above 8x and
liquidity deteriorates.
The rating could be upgraded if leverage approaches 5x.
Precision is a Calgary, Alberta-based corporation engaged in
onshore drilling and providing well completion and production
services to upstream oil and gas companies in North America.
PUERTO RICO INVESTMENT: Case Summary & 4 Unsecured Creditors
------------------------------------------------------------
Debtor: Puerto Rico Investment, S.E.
1173 Ave. 65 De Infanteria
San Juan, PR 00924
Case No.: 16-01734
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 3, 2016
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Mildred Caban Flores
Debtor's Counsel: Carmen D Conde Torres, Esq.
C. CONDO & ASSOC.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
E-mail: condecarmen@condelaw.com
Total Assets: $2.58 million
Total Liabilities: $2.92 million
The petition was signed by John Hernandez Vazquez, vice
president/treasurer.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb16-01734.pdf
QUANTUM FUEL: Agrees to Amend Lease Agreement with Braden Court
---------------------------------------------------------------
As disclosed in a regulatory filing with the Securities and
Exchange Commission, Quantum Fuel Systems Technologies Worldwide,
Inc. and Braden Court Associates entered into a first amendment to
a lease agreement dated as of Sept. 8, 2014, pursuant to which the
Company and Landlord agreed that:
(1) $100,000 of the total monthly Base Rent amount that the
Company is scheduled to pay for each of the months of
March 2016 through June 2016 would be deferred until
Dec. 1, 2016;
(2) the Company would pay Landlord 9% interest on the amount
of the deferred Base Rate, which amounts to $22,525; and
(3) the Landlord has the right to occupy, free of charge,
approximately 2,000 square feet of office space located in
building 3A during the period of April 1, 2016, through
Dec. 31, 2016.
Quantum Fuel and the Landlord are parties to that the Amended and
Restated Lease Agreement under which the Company leases three
buildings located in Lake Forest, California.
About Quantum Fuel
Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles. Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.
Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.
As of Sept. 30, 2015, the Company had $67.5 million in total
assets, $45.5 million in total liabilities and $22.0 million in
total stockholders' equity.
RDIO INC: Strikes Deal with Creditors Over Chapter 11 Control
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Rdio and its
unsecured creditors committee reached an accord on Feb. 25, 2016,
in California federal court that will allow the defunct music
streaming service to keep control of its bankruptcy at least until
early April, resolving a dispute that threatened the company's
chance to submit its preferred Chapter 11 plan. The company
submitted court papers outlining an agreement, which must be
approved by the court, that will extend its exclusive period for
filing a Chapter 11 plan through April 4. Rdio had been seeking a
longer 90-day extension.
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.
RENAISSANCE CHARTER: Fitch Affirms BB+ Rating on $65.7MM 2010 Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $65.7
million of Florida Development Finance Corporation revenue bonds,
series 2010 A & B issued on behalf of Renaissance Charter School,
Inc. (RCS).
The Rating Outlook is Stable.
SECURITY
The bonds are jointly secured by lease payments made from the
unrestricted revenues of six Florida charter schools (the financed
schools); a cash-funded debt service reserve fund; a partial debt
service guarantee from Charter Schools USA (CSUSA) for one school
(Duval Charter Scholars Academy, or DCSA); and mortgage liens
(first liens on four of the financed facilities and a leasehold
interest in a fifth).
Bondholders benefit from structural aspects of the transaction,
including subordination of operating expenses along with CSUSA's
cost reimbursement and fees; and unrestricted revenues of the
financed schools flowing monthly from RCS to the trustee, with
initial allocations to debt service. Annual bond covenants include
liquidity tests and a 1.1x debt service coverage covenant (adjusted
for subordinated cost reimbursement and fees).
KEY RATING DRIVERS
IMPROVING COVERAGE: In fiscal 2015, with the inclusion of a
previously-excluded institution following attainment of a charter
renewal, the bond schools covered Fitch-calculated transaction
maximum annual debt service (TMADS) by about 1.4x.
SPECULATIVE CHARACTERISTICS: The series 2010 pooled transaction
continues to have speculative-grade characteristics, largely due to
the limited operating histories of some of the financed schools,
slim operating margins, weak balance sheet liquidity, and a high
debt burden.
OPERATING AND ENROLLMENT STABILITY: Enrollment at five of the six
financed schools declined slightly, but were at or close to
capacity, in fall 2015. Although one school remained well below
original projections and was about 66% capacity. Consolidated
operations for the group also benefitted from a 1.9% increase in
state per pupil education funding in fiscal 2015.
EXPERIENCED MANAGEMENT: The financed schools benefit from the
management oversight and successful track record of CSUSA, which
serves as their education management organization (EMO). CSUSA's
various EMO contracts are not coterminous with final bond maturity
(2041). Fitch notes that the bond schools have virtually no
management capability absent a contracted manager.
RATING SENSITIVITIES
STANDARD SECTOR CONCERNS: A limited financial cushion, substantial
reliance on enrollment-driven per-pupil funding, and charter
renewal risk are credit concerns common in all charter school
transactions which, if pressured, could negatively impact the
rating.
CREDIT PROFILE
The financed schools are Renaissance Elementary Charter School
(charter through 2019); Renaissance Charter School of St. Lucie
(RCSL, charter through 2019); Duval Charter Scholars Academy (DCSA,
charter through 2018); North Broward Academy of Excellence (charter
through 2026); North Broward Academy of Excellence Middle School
(charter through 2030); and, the Keys Gate Dorm Facility with
students from Keys Gate K-8 Charter School (charter through 2027).
All schools are within counties along the east coast of Florida.
Both of the North Broward schools are located on the same campus.
All of the financed schools have had at least one charter renewal.
Per sector criteria, Fitch attempted to correspond with all
authorizers associated with this credit. Fitch communicated with
three of the four district authorizers, who indicated that their
respective charter schools, at this time, were in good standing.
However, Fitch was unsuccessful in its attempts to contact the
remaining authorizer, Miami-Dade County School District. But,
given the strong student demand and stable financial positions at
the Miami-Dade authorized charter schools among Renaissance's
financed schools, Fitch is provided with reasonable confirmation to
accept the status of each of the schools' authorization as reported
by Charter Schools USA (the contracted manager).
STABLE OPERATIONS
More recently, the financed schools' February 2016 enrollment count
stood at 4,445 students, representing a 3.5% increase over June
2015 enrollment levels. Management adjusted the financed schools'
expenses during fiscal 2015 and consolidated operations were
positive. As in fiscal 2013 and 2014, DCSA remains well short of
its original enrollment target, and in fall 2015 the facility had a
utilization rate of about 66%. The other financed schools,
however, are at or close to their capacity/utilization levels.
Consolidated operating margin for the financed schools is typically
breakeven or modestly positive. The margin for fiscal 2015 was
approximately 2% at $749,000. When adjusted for all of CSUSA's
subordinated cost reimbursement and fees of about $3 million, the
adjusted margin increased to 10.1%. For fiscal 2015, CSUSA
reported a 1.9% increase in per pupil aid and a 3.6% increase for
fiscal 2016.
ADEQUATE DEBT SERVICE COVERAGE
Two of the financed schools (RCSL and DCSA) are relatively new.
RCSL was established in 2010 with an initial charter through June
2014, which has since been renewed through 2019. DCSA was
established in 2011 with an initial charter through June 2015,
which has since been renewed through 2018.
Fitch calculates consolidated net income available for debt service
equal to about 1.4x of TMADS ($5.06 million). In previous reviews,
Fitch excluded DCSA due to its limited operating history and lack
of any charter renewal, per Fitch criteria. Fiscal 2015 was the
sixth consecutive year when consolidated net available income of
all financed schools met or exceeded 1x TMADS.
LIMITED FINANCIAL CUSHION
RCS' consolidated available funds (defined as unrestricted cash and
investments) was $7.4 million as of June 30, 2015, equal to a slim
22.5% of consolidated operating expenses and 11.3% of outstanding
debt (approximately $65.7 million). These liquidity metrics remain
low and consistent with the rating category. Fitch expects
continued modest but gradual improvement over time. CSUSA holds
liquidity principally at the school level, not with the manager.
CONTRACTS REMAIN STABLE
Charters for the bond schools expire between 2018 and 2030. RCS
and CSUSA management report that they have never had a renewal
application rejected. CSUSA's management contracts for the
financed schools expire beginning in 2018, with automatic five-year
renewals thereafter.
ACADEMIC PERFORMANCE
Academic performance is a key factor in both charter and management
contract renewals. For the 2014/2015 academic year, three financed
schools maintained their academic grades, while three financed
schools' grades worsened. Management reports that the latter
schools' grades were affected by state academic calculations that
excluded learning gains (a factor included in previous years).
Management also indicated that the learning gains component will be
included in 2015/2016 academic grades, which may result in improved
grades.
Two schools maintained their academic grade at 'A'. Four of the
financed schools received at least an 'A' or 'B' from the Florida
State Department of Education, which the state considers
high-performing. DCSA maintained its 'C' academic grade.
Management attributes the relatively lower DCSA academic scores to
a challenging student demographic served by the school CSUSA
reports that management has stabilized at the school, and it
remains focused on addressing marketing, enrollment and academic
issues. Fitch will continue to monitor CSUSA's ability to build
enrollment and maintain academic progress at DCSA.
RENAISSANCE CHARTER: Fitch Affirms BB- Rating on $86.2MM 2011 Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the Florida
Development Finance Corporation's (FDFC) approximately $86.2
million revenue bonds series 2011A/B. The bonds are issued on
behalf of Renaissance Charter School, Inc. (RCS).
The Rating Outlook is Stable.
SECURITY
The bonds are jointly secured by lease payments made from the
unrestricted revenues of seven Florida charter schools (the
financed schools); a cash-funded debt service reserve; and first
liens on three of the financed facilities and a leasehold interest
in the fourth.
Bondholders benefit from structural aspects of the transaction,
including the consolidated revenue pledge of the financed schools;
subordination of operating expenses along with Charter Schools
USA's (CSUSA) cost reimbursement and fees; and unrestricted
revenues of the financed schools flowing monthly from RCS to the
trustee, with initial allocations to debt service. Annual bond
covenants include liquidity tests and a 1.1x debt service coverage
covenant (adjusted for subordinate cost reimbursement and fees).
KEY RATING DRIVERS
LIMITED CHARTER RENEWALS: The financed schools are nearing
completion of their enrollment ramp-ups, with all school facilities
in Feb. 2016 at 96% or greater utilization. Although all seven
schools have been in operation for five or more years, three
schools are still operating under their initial charters.
SLIM BUT IMPROVING FINANCIAL PERFORMANCE: The consolidated schools
generated break-even GAAP operating margins in fiscal 2015 and
2014, compared to negative margins in 2013 and 2012. On a
consolidated basis, transaction maximum annual debt service (TMADS)
coverage in fiscal 2015 was positive 1.3x. However, per Fitch's
criteria, the schools generated less than 1x adjusted coverage of
TMADS when only schools with at least one charter renewal and a
five-year operating history are included.
ENROLLMENT GROWTH ON TRACK: Enrollment in fall 2015 is stabilizing
and approaching facility utilization levels at each of the financed
schools. Fitch views this enrollment growth, as well as the
schools' solid academic performance, positively.
EXPERIENCED MANAGEMENT: The financed schools benefit from the
management oversight and successful track record of CSUSA, which
serves as the education management organization (EMO). CSUSA's
various EMO contracts are not coterminous with final maturity of
the bonds. Fitch notes that the bond schools have virtually no
management capability absent a contracted manager.
RATING SENSITIVITIES
STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven per pupil funding; and charter
renewal risk are credit concerns common in all charter school
transactions that, if pressured, could negatively impact the
rating.
CREDIT PROFILE
The financed schools are Hollywood Academy of Arts and Sciences
(current charter through June 30, 2029), Hollywood Academy of Arts
and Sciences Middle School (2030), Duval Charter School at
Baymeadows (2016), Duval Charter High School at Baymeadows (2016),
Renaissance Charter School at Coral Springs (2016), the Homestead
Facility with students from Keys Gate Charter School (2027) and
Keys Gate Charter High School (2020). All schools are within
counties along the east coast of Florida. The two Hollywood
schools are located on adjacent campuses, as are the two Duval
facilities.
Three of the financed schools (Hollywood Academy of Arts and
Sciences, Hollywood Academy of Arts and Sciences Middle School, and
Keys Gate Charter School) have operated between ten and 13 academic
years and have received at least one charter renewal. Keys Gate
Charter School opened in fall 2010 and attained a five-year renewal
last year. The remaining schools have only been open since fall
2011, reflecting the limited operating history of the series 2011
transaction.
Per sector criteria, Fitch attempted to correspond with all
authorizers associated with this credit. Fitch communicated with
two of the three district authorizers, who indicated that their
respective charter schools, at this time, were in good standing.
However, Fitch was unsuccessful in its attempts to contact the
remaining authorizer, Miami-Dade County School District. But,
given the strong student demand and stable financial positions at
the Miami-Dade authorized charter schools among Renaissance's
financed schools, Fitch is provided with reasonable confirmation to
accept the status of each of the schools' authorization as reported
by Charter Schools USA (the contracted manager).
ACADEMIC PERFORMANCE
Fitch views the oversight provided by CSUSA favorably, and the
overall solid academic performance of the financed schools. For
the 2014/2015 academic year, five of the financed schools received
a letter grade of either 'A' or 'B' from the Florida Department of
Education. Grades for Keys Gate Charter School and Keys Gate
Charter High School weakened to 'C' and 'D', respectively. Fitch
understands that the state considers a 'B' grade to be average for
the district. For the 2014/2015 academic year, four of the
financed schools maintained their academic grades, while three
financed schools' grades worsened.
Management reports that the latter schools' grades were affected by
new state academic calculations that did not include learning gains
(a factor included in previous years). Management indicated that
the learning gains component will be included in 2015/2016 academic
grades, which may improve academic results. Fitch considers
academic results as generally strong for the group as a whole.
STABILIZING ENROLLMENT
Combined enrollment (as of Feb. 2016) at the financed schools was
6,597, up from 6,412 in fiscal 2015. The manager reports that all
financed schools were between 96% - 100% of their facility
utilization, indicating that most grade build-out has been
completed, and that enrollment growth will be more modest going
forward.
IMPROVED BUT STILL WEAK FINANCIAL PROFILE
All of the financed schools have operated for at least five years,
although three are still operating under their initial charters. As
such, per Fitch's criteria, debt service coverage (TMADS, or
maximum annual debt service excluding a final bullet maturity) is
calculated with only three of the schools. For fiscal 2015 the
criteria TMADS calculation was below 1x, and the schools' financial
and debt profiles remain speculative.
On a consolidated basis in fiscal 2015, however, the combined
operating margin was a breakeven $311,000 or 0.7% - the second
straight year of balanced operations. This calculation is
conservative as it does not adjust for subordinated cost
reimbursement and fees of about $5.7 million (up from $4.9 million
the prior year) - that would have resulted in an adjusted operating
margin of over 11%. Fiscal 2015 results were supported in part by
enrollment growth and a 1.9% increase in state per-pupil funding.
Management projects that the current 2016 operating results will
again be balanced or slightly positive on a consolidated basis, due
in part to a 3.6% increase in per-pupil funding.
WEAK BALANCE SHEET
Balance sheet resources remain weak for the financed schools.
Available funds, defined as unrestricted cash and investments as of
June 30, 2015, were $7.1 million, up from $6.5 million at
fiscal-year-end 2014. Available funds ratios in fiscal 2015
improved only modestly, and remained weak at 15.2% of operating
expenses ($46.8 million) and 8.2% of outstanding debt
(approximately $86.2 million), consistent with peer charter schools
rated by Fitch. In the near term, Fitch does not anticipate
substantial improvement in balance sheet ratios. CSUSA holds
liquidity principally at the school level, not with the manager.
HIGH DEBT LEVERAGE
Debt metrics for the series 2011 schools remained weak in 2015,
which is typical of relatively new schools in build-out mode. The
TMADS debt burden has been moderating as enrollment has grown and
school expense budgets have increased relative to debt service;
however, it remained high at 14.4% in fiscal 2015, compared to
15.3% in fiscal 2014. Additionally, coverage of outstanding debt
by net income available for operations remained steady (although a
slight year-over-year improvement) at 8.6x in fiscal 2015.
REPUBLIC AIRWAYS: U.S. Trustee Forms Seven-Member Committee
-----------------------------------------------------------
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors.
The Committee members are:
(1) GE Engine Services, LLC
1 Neumann Way, MD F125
Cincinnati, Ohio 45215
Attention: T. Kellan Grant, Senior Counsel
Commercial Engines & Finance
Telephone: (513) 243-0080
(2) Pratt & Whitney Component Services
c/o United Technologies Corp.
400 Main Street M/S 133-54
East Hartford, Connecticut 06118
Attention: F. Scott Wilson
Associate General Counsel
Telephone: (860) 565-7364
(3) Embraer S.A.
c/o Embraer Aircraft Holding, Inc.
276 S.W. 34th Street
Ft. Lauderdale, Florida 33315
Attention: Sergio Guedes
Director, Sales Finance
Telephone: (954) 359-3786
(4) United Airlines, Inc.
233 S. Wacker Drive – 14th Floor-HDQUE
Chicago, Illinois 60606
Attention: David Leib
Managing Director – Treasury
Telephone: (872) 825-2718
(5) American Airlines, Inc.
4333 Amon Carter Blvd.
Fort Worth, Texas 76155
Attention: Thomas T. Weir
Vice President & Treasurer
(6) NAC Aviation 23 Limited
c/o Nordic Aviation Capital
5th Floor, Bedford Place, Henry Street
Limerick, Dublin, Ireland
Attention: Tom Turley – Chief Operating Officer
Telephone: +353 61 432400
(7) International Brotherhood of Teamsters Airline Division
25 Louisiana Avenue, N.W.
Washington, D.C. 20001
Attention: David P. Bourne – Director
Telephone: (202) 624-6848
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
Republic Airways Holdings Inc. and 6 affiliated debtors each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York (Bankr. S.D.N.Y., Case No.
16-10426) on Feb. 25, 2016. The Debtors have requested that their
cases be jointly administered under Case No. 16-10429. The
petitions were signed by Joseph P. Allman as senior vice president
and chief financial officer.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and noticing
agent.
SAMUEL E. WYLY: SEC Wants Creditors' Attys Requested Fees Denied
----------------------------------------------------------------
Vince Sullivan at Bankruptcy Law360 reported that the U.S.
Securities and Exchange Commission objected on Feb. 23, 2016, to an
attorneys' fee application from counsels representing the unsecured
creditors of Samuel Evans Wyly's bankruptcy estate, urging a Texas
court to deny it because the fees are unwarranted and excessive.
Haynes and Boone LLP attorneys, who represent the official
committee of unsecured creditors, filed their $246,000 fee and
expense application on Feb. 17 — with the bulk of the 472
billable hours allotted to handling Internal Revenue Service
claims.
About Sam Wyly
Sam Wyly is a lifelong entrepreneur and author. His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
About Caroline Wyly
Caroline Wyly is the widow of business tycoon Charles Wyly. She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission. Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).
SCORPION PERFORMANCE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the Middle District of Florida that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Scorpion Performance, Inc.
About Scorpion Performance
Scorpion Performance, Inc. filed a Chapter 11 petition (Bankr. M.D.
Fla., Case No. 15-05579) on December 30, 2015. The petition was
signed by Angela M. Stopiano, president.
The Debtor has tapped Polenberg Cooper PLLC as its legal counsel.
The Debtor estimated assets of $3.93 million and debts of $1.36
million.
SEABOARD REALTY: Groups Fight Over Examiner, Venue Change
---------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that the battle over
Connecticut real estate conglomerate Seaboard Realty LLC's troubled
past and murky future reached a fever pitch in Delaware on Feb. 23,
2016, with dueling court motions over the appointment of a debtor
examiner and a proposed change of venue for the Chapter 11
reorganization. In new court filings, a bankruptcy consultant for
the companies involved opposed both the appointment of an outside
examiner and a proposed emergency hearing on a venue change to
Connecticut, saying the moves are unjustified and will disrupt
efforts to stabilize.
About Seaboard Realty
Seaboard Realty LLC and certain of its affiliates on Dec. 13,
2015, filed petitions with the United States Bankruptcy Court for
the District of Delaware seeking protection under Chapter 11 of
the
United States Bankruptcy Code.
Seaboard and its affiliates own a portfolio of first class
commercial real estate in Stamford, Connecticut, including office,
residential and hotel properties. All operations are expected to
continue as normal throughout this process.
The Chapter 11 filing includes Seaboard Realty LLC and a number of
affiliates it manages, which own the equity of subsidiaries that
directly own the properties, but does not include the
property-owning subsidiaries themselves.
Seaboard Realty LLC is owned by John DiMenna, Thomas Kelly and
William Merritt. Mr. DiMenna actively managed the Seaboard
operations as the managing member of Seaboard Realty LLC, and
managed the properties owned by its affiliates through a
property-management company owned solely by Mr. DiMenna.
The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases, with all further
pleadings or other papers to be filed in the case of Newbury
Common Associates, LLC, Case No. 15-12507 (LSS).
The Debtors tapped Dechert LLP as counsel and directing
the accounting firm of Anchin, Block and Anchin as forensic
accountant.
SEARS ROEBUCK: S&P Assigns 'B' Rating on Proposed $750MM Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Sears Roebuck Acceptance Corp. and Kmart Corp.'s proposed
$750 million senior secured asset-based lending (ABL) term loan due
2020, with a '1' recovery rating, indicating S&P's expectation for
very high (90% to 100%) recovery in the event of default. S&P's
issue-level and recovery ratings on Sears Holding's existing ABL
revolving credit facility and term loan remain unchanged at 'B' and
'1', as do S&P's 'B' issue-level and '1' recovery rating on Sears'
6.625% second-lien notes.
Sears intends to use net proceeds from the ABL term loan to repay
borrowings under the existing revolving credit facility.
Approximately $1.3 billion of the revolving facility commitments
will expire in April 2016, leaving about $2.0 billion that expire
in July 2020.
S&P lowered its issue-level rating on Sears Holdings' 8% senior
notes due 2019 to 'CCC-' from 'CCC' after revising the recovery
rating to '6' from '5'. The '6' recovery rating indicates S&P's
expectation for negligible recovery (0% to 10%) in the event of
default.
Similarly, S&P lowered the ratings on Sears Roebuck Acceptance
Corp.'s (SRAC's) senior notes series due 2017 to 2043 to 'CCC+'
from 'B' as a result of revising the recovery rating to '3' from
'1'. The '3' recovery rating indicates S&P's expectation for
meaningful recovery in the event of default (lower half of the 50%
to 70% range).
In addition to the incremental $750 million of first lien debt,
S&P's updated recovery analysis contemplates Sears would seek to
raise more capital through additional store sales or other store
monetization transactions prior to S&P's hypothetical default. S&P
also assumes a pension-related claim equivalent to the recently
reported underfunding level. S&P thinks these risks (the potential
for a smaller asset base to support creditor recoveries and pension
liability exposure) continue to be important sensitivity factors
for unsecured creditor recovery prospects.
RATINGS LIST
Sears Holdings Corp.
Corporate Credit Rating CCC+/Negative/--
New Rating
Sears Roebuck Acceptance Corp.
Kmart Corp.
$750M senior secured ABL TL due 2020 B
Recovery rating 1
Ratings Lowered
Sears Holdings Corp.
8% senior notes due 2019 CCC- CCC
Recovery rating 6 5H
Sears Roebuck Acceptance Corp.
Senior notes series due 2017 to 2043 CCC+ B
Recovery rating 3L 1
SEQUENOM INC: Reports $16.3 Million Net Loss for 2015
-----------------------------------------------------
Sequenom, Inc., filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $16.3
million on $128 million of total revenues for the year ended Dec.
31, 2015, compared to net income of $1.01 million on $152 million
of total revenues for the year ended Dec. 31, 2014.
For the three months ended Dec. 31, 2015, the Company reported a
net loss of $12.2 million on $27.8 million of total revenues
compared to net income of $18.3 million on $36.8 million of total
revenues for the same period in 2014.
As of Dec. 31, 2015, Sequenom had $119 million in total assets,
$157 million in total liabilities and a total stockholders' deficit
of $38.4 million.
As of Dec. 31, 2015, total cash, cash equivalents, and marketable
securities were $76.2 million.
"We believe the clearest view of Sequenom's current business trend
can be seen by comparing our fourth quarter units to those in our
third quarter of 2015," said Dr. Dirk van den Boom, president and
chief executive officer. "When viewed from this perspective, our
commercial efforts are beginning to pay off in the form of higher
test volumes, which we expect to continue into 2016."
"We made several key transitions in 2015, with our business model
now including a recurring revenue stream. 2015 was the first full
year under the patent pool agreement, which allows Sequenom to
benefit financially when others use the intellectual property we
developed for NIPT. During 2015, we launched three new tests
including the most comprehensive NIPT available on the market
today, MaterniT GENOME. With MaterniT GENOME's unmatched
performance, Sequenom now offers the greatest number of options to
physicians seeking to provide the best in patient care. Other key
2015 accomplishments included an agreement with United Healthcare
to bring Sequenom's tests in-network, and the completion of key
oncology development milestones including analytical validation and
the signing of more than five academic collaboration agreements,"
said Dr. van den Boom. "We believe that these accomplishments,
together with our early 2016 decisions to achieve operating cost
reductions and explore partnerships for our oncology programs, will
allow Sequenom to establish its tests in new markets and position
the company to achieve a neutral operating cash flow run rate by
the end of 2017, in line with prior guidance."
A full-text copy of the Form 10-K is available for free at:
http://is.gd/6Df7rY
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
SERVICE CORP: S&P Assigns 'BB+' Rating on New $1.4BB Agreement
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' issue-level
rating to Service Corp. International's (SCI) new $1.4 billion
senior unsecured credit agreement consisting of a $700 million
revolving credit facility due 2021 and a $700 million term loan A
due 2021. The recovery rating on this debt is '3', which reflects
S&P's expectation for meaningful (50% to 70%, at the high end of
the range) recovery in the event of a payment default. S&P's
recovery rating on the credit facility is capped at '3'. The
company will use proceeds of the facilities to repay revolver
borrowings and to redeem all of the 6% senior notes due 2017.
S&P's rating on the senior unsecured notes that do not have
guarantees remains 'BB'. The recovery rating on these notes is
'5,' indicating expectations for modest (10% to 30%, at the low end
of the range) recovery in the event of a payment default.
S&P's 'BB+' corporate credit rating and stable outlook on SCI
reflects the company's narrow, but leading position as a provider
of funeral and cemetery services. It also reflects S&P's
expectation that adjusted leverage will range between the mid-3x
and low-4x area over the next couple of years.
RATINGS LIST
Service Corp. International
Corporate Credit Rating BB+/Stable/--
New Rating
Service Corp. International
Senior Unsecured
$700 Mil. Rev. Credit Fac. Due 2021 BB+
Recovery Rating 3H
$700 Mil. Term Loan A Due 2021 BB+
Recovery Rating 3H
SFX ENTERTAINMENT: Wants to Extend Stay of Suits to CEO
-------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that dance music
festival promoter SFX Entertainment Inc. asked the Delaware
bankruptcy court on Feb. 24, 2016, to extend Chapter 11's
litigation shield to its Chairman and CEO Robert F.X. Sillerman and
several other directors connected to a New York shareholder lawsuit
accusing them of trying to pump up the Debtor's stock. The bid was
made in an adversary action that names shareholder Guevoura Fund
Ltd., lead plaintiff in a putative shareholder class action in the
Southern District of New York, as the defendant.
About SFX Entertainment
Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively
on electronic music culture.
SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016. The petitions were signed by Michael
Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
Judge Mary F. Walrath is assigned to the case.
SH 130 CONCESSION: Hires Prime Clerk as Claims and Noticing Agent
-----------------------------------------------------------------
SH 130 Concession Company, LLC, and its debtor affiliates seek
authority from the Bankruptcy Court to employ Prime Clerk LLC as
their claims, noticing and balloting agent, nunc pro tunc to the
Petition Date, to, among other tasks, (i) serve as the noticing
agent to mail notices to the estates' creditors, equity security
holders, and parties-in-interest, (ii) provide computerized claims,
objection, soliciting, and balloting database services, and (iii)
provide expertise, consultation, and assistance in claim and ballot
processing and other administrative services with respect to the
Chapter 11 cases.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be several hundred
persons and entities to be noticed and that many of these parties
will file claims. In view of the number of anticipated claimants
and the complexity of their businesses, the Debtors assert that the
appointment of a claims and noticing agent will provide the most
effective and efficient means of, and relieve them and the Office
of the Clerk of the Bankruptcy Court of administrative burden of,
noticing, administering claims, and soliciting and balloting
votes.
Prime Clerk's current hourly rates are:
Title Hourly Rate
----- -----------
Analyst $45
Technology Consultant $120
Consultant $135
Senior Consultant $165
Director $190
Solicitation Consultant $190
Director of Solicitation $210
The Debtors request that the undisputed fees and expenses incurred
by Prime Clerk 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 pursuant to the Engagement
Agreement without further application to or order of the Court.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000. Prime Clerk seeks to first
apply the retainer to all prepetition invoices, and thereafter, to
seek to have the retainer replenished to the original retainer
amount, and thereafter, to hold the retainer under the Engagement
Agreement during these Chapter 11 cases as security for the payment
of fees and expenses incurred under the Engagement Agreement.
Under the terms of the Engagement Agreement, the Debtors have
agreed to indemnify, defend, and hold harmless Prime Clerk and its
members, officers, employees, representatives, and agents under
certain circumstances specified in the Engagement Agreement, except
in circumstances resulting solely from Prime Clerk's gross
negligence or willful misconduct.
To the best of the Debtors' knowledge, Prime Clerk is a
"disinterested person" as that term is defined in Bankruptcy Code
Section 101(14), as modified by Bankruptcy Code.
About SH 130 Concession
Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 (the "Tollway") in partnership with the Texas
Department of Transportation.
The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer. The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.
Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire. They have no
operations and have no creditors.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.
Judge Tony M. Davis has been assigned the case.
SH 130 CONCESSION: Requests Approval of Cash Collateral Use
-----------------------------------------------------------
SH 130 Concession Company, LLC, and certain of its affiliates seek
authority from the Bankruptcy Court to use cash collateral of their
prepetition lenders and agents. The Debtors intend to use Cash
Collateral generated from toll revenues to fund their day-to-day
operations, service other business obligations, and provide working
capital while they operate in Chapter 11.
"The Debtors have an immediate and urgent need for the use of Cash
Collateral during the Chapter 11 Cases to continue to operate their
businesses, pay employees, perform critical maintenance and upkeep
on the Tollway, satisfy other working capital and operational needs
and sufficiently fund their reorganization," said Patricia B.
Tomasco, Esq., at Jackson Walker L.L.P., counsel for the Debtors.
The Debtors are proposing to provide the Prepetition Secured
Parties with replacement liens on all of the Concessionaire's
unencumbered property, including Toll Revenue generated
postpetition, in exchange for the Prepetition Secured Parties'
consent to the Debtors' continued use of the Cash Collateral.
About SH 130 Concession
Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 (the "Tollway") in partnership with the Texas
Department of Transportation.
The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer. The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.
Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire. They have no
operations and have no creditors.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.
Judge Tony M. Davis has been assigned the case.
SH 130 CONCESSION: Seeks Joint Administration of Cases
------------------------------------------------------
SH 130 Concession Company, LLC and certain of its affiliates ask
the Bankruptcy Court to enter an order directing the joint
administration of their Chapter 11 cases under the Lead Case No.
16-10262. The Debtors said joint administration of their 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
their respective estates and other parties-in-interest.
Counsel for the Debtors, David M. Feldman, Esq., at Gibson, Dunn &
Crutcher LLP, said "Entering an order directing joint
administration of the Chapter 11 Cases will avoid the need for
duplicative notices, opinions, motions, applications, and orders,
thereby saving time and expense that otherwise would be required to
administer individual cases."
The Debtors maintained that because the Chapter 11 cases
potentially involve a large number of creditors and notice parties,
the entry of an order of joint administration will:
(a) significantly reduce the volume of pleadings that otherwise
would be filed with the Clerk of the Court;
(b) render the completion of various administrative tasks less
costly; and
(c) minimize the number of unnecessary delays associated with
the administration of numerous separate chapter 11 cases.
About SH 130 Concession
Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 (the "Tollway") in partnership with the Texas
Department of Transportation.
The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer. The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.
Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire. They have no
operations and have no creditors.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.
Judge Tony M. Davis has been assigned the case.
SH 130 CONCESSION: Wants 60-Day Extension to File Schedules
-----------------------------------------------------------
SH 130 Concession Company, LLC, and certain of its affiliates ask
the Bankruptcy Court to grant them a total of 60 days from the
Petition Date, through May 1, 2016, to file their (a) schedule of
assets and liabilities; (b)schedule of current income and
expenditures; (c) schedule of executory contracts and unexpired
leases; and (d) statement of financial affairs.
According to Patricia B. Tomasco, Esq., at Jackson Walker L.L.P.,
counsel for the Debtors, the size and complexity of the Debtors'
business operations, the number of creditors likely to be involved
in these Chapter 11 cases, and the importance to the Tollway of a
smooth transition into chapter 11, will make it difficult to the
Debtors' management to complete the Schedules and Statements within
the required time period.
Given the volume and complexity of the information that must be
compiled and reviewed, in addition to the substantial burdens
already imposed on the Debtors' management by the commencement of
these Chapter 11 Cases, the limited number of employees available
to collect the information, and the competing demands upon
employees, the Debtors assert that "cause" exists to extend the
Schedules deadline.
About SH 130 Concession
Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 (the "Tollway") in partnership with the Texas
Department of Transportation.
The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer. The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.
Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire. They have no
operations and have no creditors.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.
Judge Tony M. Davis has been assigned the case.
SH130 CONCESSION: Moody's Cuts Ratings to 'Ca' Over Bankruptcy
--------------------------------------------------------------
Moody's Investors Service, downgraded SH130 Concession Company
LLC's senior secured bank and subordinate TIFIA loan ratings to Ca
from Caa3. The downgrade was prompted by the March 2, 2016
announcement that company had initiated Chapter 11 bankruptcy
proceedings. The outlook was changed to stable from negative.
Subsequent to today's actions, Moody's will withdraw all ratings
and outlook.
RATINGS RATIONALE
The downgrade follows SH130 Concession Company LLC's announcement
that it filed for relief under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Western District of Texas
on March 2, 2016. The downgrade reflects our expectations of
recovery for the creditors.
Subsequent to the actions, Moody's will withdraw the ratings due to
SH130 Concession Company LLC's bankruptcy filing.
SH 130 Concession Company LLC ("the Project") is a limited
liability company owned by Cintra Tx 56, LLC (65% ownership) and
Zachry Toll Road 56, LP (35% ownership). The Project entered into a
Facility Concession Agreement with the Texas Department of
Transportation (TxDOT) on March 22, 2007 to construct, operate, and
maintain the southern-most tolled segments 5 and 6 of SH 130,
comprising 41 miles of a 90 mile bypass around the city of Austin,
TX.
SPORTS AUTHORITY: Bankruptcy No Major Impact on Under Armour
------------------------------------------------------------
Under Armour, Inc. on March 4 disclosed that it is reiterating its
previously issued outlook for 2016 following the recent
announcement by The Sports Authority of its commencement of a
pre-arranged chapter 11 bankruptcy restructuring.
Based on current visibility, the Company continues to expect 2016
net revenues of approximately $4.95 billion, representing growth of
25% over 2015, and 2016 operating income of approximately $503
million, representing growth of 23% over 2015, in line with the
financial targets outlined in the Company's recent earnings release
issued on January 28, 2016.
The Sports Authority is a longstanding customer of the Company, and
the Company intends to support them as they proceed through their
restructuring. The Company plans to offset the impact of the
bankruptcy on the Company's full year 2016 results through
continued sales to The Sports Authority and sales through other
channels and customers. In addition, although the Company does not
currently believe that the exposure to its receivables from The
Sports Authority is materially impacted by these developments, the
Company will continue to monitor the proceedings and its related
impact during the first quarter of 2016.
About Under Armour, Inc.
Under Armour -- http://www.uabiz.com-- the originator of
performance footwear, apparel and equipment, revolutionized how
athletes across the world dress. Designed to make all athletes
better, the brand's innovative products are sold worldwide to
athletes at all levels. The Under Armour Connected Fitness(TM)
platform powers the world's largest digital health and fitness
community through a suite of applications: UA Record, MapMyFitness,
Endomondo and MyFitnessPal. The Under Armour global headquarters
is in Baltimore, Maryland.
About Sports Authority
Sports Authority Holdings is a privately held company incorporated
in Delaware and headquartered in Englewood, Colorado. Sports
Authority is one of the nation's largest full-line sporting goods
retailers, with roots dating back to 1928. Sports Authority
currently operates 464 stores and five distribution centers across
40 U.S. states and Puerto Rico. Sports Authority is among the top
five sporting goods retailers.
On March 2, 2016, Sports Authority Holdings Inc. and six other
related entities filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code. The cases are jointly
administered under Case No. 16-10527 before the Honorable Mary F.
Walrath in the United States Bankruptcy Court for the District of
Delaware.
SPORTS AUTHORITY: Has $595-Mil. DIP Financing From Existing Lenders
-------------------------------------------------------------------
Sports Authority Holdings, Inc., and its affiliated debtors seek
authority from the Bankruptcy Court to obtain postpetition secured
financing totaling $595 million and to use cash collateral of their
prepetition lenders. The Debtors said the DIP Facility will
provide the bridge funding needed to complete a robust marketing
and auction process.
The Credit Facility consists of (i) a senior secured,
super-priority asset based revolving credit facility of up to
$500,000,000 in aggregate principal amount, and (ii) a senior
secured, super-priority first in last out term loan credit facility
of up to $95,285,000 in aggregate principal amount. Bank of
America, N.A., serves as administrative agent and collateral agent
and Wells Fargo Bank, National Association, serve as FILO Agent and
syndication agent.
The Revolving DIP Facility will bear interest at LIBOR plus 3.25%
per annum or, at the option of the Borrowers, the Base Rate plus
2.25% per annum. Letter of Credit fees will be payable on the
maximum amount available to be drawn under each Letter of Credit at
a rate equal to 3.25% per annum with respect to standby letters of
credit and 1.625% per annum with respect to commercial letters of
credit.
The DIP Credit Agreement also contemplates the issuance of the FILO
DIP Facility, which will not provide additional availability to the
Debtors, but rather will serve as a post-petition refinancing of
the Prepetition FILO Loan. Upon entry of the Final Order, the sole
use of the funds provided under the FILO DIP Facility will be to
repay the Prepetition FILO Loan. The FILO DIP Facility will bear
interest at LIBOR plus 7.90% per annum, with a LIBOR floor of 1%
per annum.
The DIP Facility will be secured by liens on substantially all of
the Debtors' prepetition and post-petition assets. The obligations
arising under the DIP Credit Agreement are scheduled to mature no
later than June 30, 2016.
"Without the DIP Facility, and the attendant loss of support from
their critical vendors, the Debtors could be required to quickly
terminate some or all of their operations, which would destroy at
least a substantial portion of the going concern value of the
Debtors' operations," according to Andrew L. Magaziner, Esq., at
Young Conaway Stargatt & Taylor, LLP, counsel for the Debtors.
The Debtors' Prepetition Secured Parties have consented to the
Debtors' Use of Cash Collateral.
About Sports Authority
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
SPORTS AUTHORITY: Proposes to Pay $30M to Critical Vendors
----------------------------------------------------------
Sports Authority Holdings, Inc., et al., seek permission from the
Bankruptcy Court to pay prepetition claims of critical vendors in
an amount up to $15 million on an interim basis and $30 million on
a final basis. In addition, the Debtors seek authority on an
interim basis to return up to $11.4 million in merchandise that was
supplied by certain Critical Vendors (the "RTVs").
The Debtors' Critical Vendors generally fall into one or more of
the following categories: brand name providers, private label
suppliers, foreign vendors, consignment vendors, and support
vendors.
In the ordinary course of business, the Debtors make payments to
certain essential trade vendors and service providers on a regular
basis. Prior to the Petition Date and in the ordinary course of
business, the Debtors returned unsold goods to certain vendors in
exchange for a credit of up to the amount that the Debtors paid for
the goods in question. The return-to-vendor program allows the
Debtors to move unsold merchandise in order to clear space for new
merchandise that is likely to be more appealing to their
customers.
The Debtors are seeking authority to pay or send RTVs only to
Critical Vendors that agree to supply goods or services to the
Debtors on the most favorable terms and practices that existed in
the one year period prior to the Petition Date.
According to Andrew L. Magaziner, Esq., at Young Conaway Stargatt &
Taylor, LLP, counsel for the Debtors, "If the Critical Vendors are
not paid, their resulting unwillingness to continue to provide
inventory and services to the Debtors could cause an interruption
of the Debtors' businesses and jeopardize the viability of the
Debtors' restructuring."
Moreover, he added, the the relief requested may help avoid the
institution and prosecution of numerous reclamation claims, suits
and motions that would disrupt and distract the Debtors' efforts to
maximize the value of these estates.
About Sports Authority
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
SPORTS AUTHORITY: Pursues Closing Sales for 200 Stores
------------------------------------------------------
Sports Authority Holdings, Inc., and its affiliated debtors seek
Bankruptcy Court approval of sale guidelines relating to the
conduct of store closing sales.
As of Jan. 30, 2016, the Debtors operated 464 stores in 40 states
and Puerto Rico, and five distribution centers located in New
Jersey, California, Colorado, Georgia, and Illinois. Prior to the
Petition Date, the Debtors commenced a restructuring process to
streamline their savings and efficiency initiatives. As part of
this process, the Debtors completed a comprehensive review of the
performance of all of their retail stores to analyze, among other
things, the profitability and viability of each store location and
to determine the Debtors' optimal footprint.
The Debtors, in consultation with their advisors, determined that
it is in the best interest of their estates to immediately prepare
for closure up to 200 stores and two of their their distribution
centers.
To effectuate a smooth transition into Chapter 11 and minimize
administrative expenses for their estates, the Debtors seek
authorization to (a) assume a Closing Store Agreement, and (b)
immediately continue the Closing Sales at designated Closing
Stores, for which they prepared prior to the Petition Date, with
the assistance of Gordon Brothers Retail Partners, LLC and Tiger
Capital Group, LLC (collectively "Liquidation Consultant").
"[T]he Debtors are in a difficult financial situation; they need to
maximize sources of liquidity and minimize expenses as much as
possible," asserts Andrew L. Magaziner, Esq., at Young Conaway
Stargatt & Taylor, LLP, counsel for the Debtors. "The Closing
Sales will help the Debtors with both of these goals," he adds.
Failure to secure an interim order approving the Closing Sales by
March 16, 2016, is an event of default under the Debtors' proposed
debtor-in-possession financing agreement.
The Sale Guidelines provide, among other things, that: (a) all
sales of Store Assets would be deemed free and clear of all
encumbrances; (b) ,erchandise could be sold with the benefit of
various marketing techniques and price mark-downs to promote
efficient liquidation; and (c) certain Store Assets that cannot be
promptly liquidated may be abandoned if and when the Debtors
determine, in their business judgment, that retaining, storing, or
removing those assets would result in unnecessary expense with
little or no benefit to the estates.
Engagement of Liquidation Consultant;
Closing Store Agreement
On Feb. 17, 2016, the Debtors and the Liquidation Consultant
executed the Closing Store Agreement. The Liquidation Consultant
will be retained as the Debtors' exclusive, independent consultant
to conduct the Closing Sales at the Closing Stores during the Sale
Term to, among other things: (a) recommend appropriate discounts,
advertising, and signage; (b) provide qualified supervisors to
oversee the Closing Sales to maximize sales; (c) maintain
communication with the Debtors' employees at the Closing Stores and
monitor the progress of the Closing Sales; (d) recommend loss
prevention initiatives; (e) advise the Debtors regarding legal
requirements and applicable laws, rules, and regulations affecting
"going out of business" sales; (f) develop and implement a Customer
Transition Program to assist the Debtors in their efforts to
transition their existing customers at the Closing Stores to the
Debtors' ongoing store locations and ecommerce platform; and (g)
assist the Debtors with the rebalancing and consolidation of
inventory within and, if necessary, across markets.
The Debtors will designate the Closing Stores on an ongoing basis.
The Closing Sales commenced Feb. 23, 2016, and will terminate on or
before June 7, 2016.
The Debtors will pay for all expenses incident to the Closing Sales
in accordance with a mutually agreed upon expense budget. With
respect to certain Consultant's controlled expenses, the
Liquidation Consultant will advance funds for these expenses and
the Debtors will thereafter reimburse the Liquidation Consultant
for those expenses. The Debtors will also reimburse the
Liquidation Consultant for its reasonable expenses associated with
the sale of the Offered FF&E.
The Debtors will pay the Liquidation Consultant a First Quality
Merchandise Incentive Fee that is between 0.75% and 1.75%, based on
the total amount of First Quality Gross Proceeds, net of sales
taxes. The Debtors will pay the Liquidation Consultant a Clearance
Merchandise Base Fee that is equal to 1.5% of the Clearance Gross
Proceeds, net of sales taxes. The Liquidation Consultant will also
earn the FF&E Commission equal to 17.5% of the gross sales of the
Offered FF&E, net of sales taxes.
The Debtors funded to the Liquidation Consultant $750,000 to be
held by the Liquidation Consultant and to be applied towards any
unpaid obligations of the Debtors pending the final reconciliation.
The Debtors are entitled to a commission equal to 5% of all
non-Debtor goods sold during the Closing Sale at the Closing
Stores.
Closing Bonuses
To ensure maximum success of the Closing Sales, the Debtors seek
authorization to implement the Bonus Program and fulfill their
obligations thereunder to Bonus Program participants, all of whom
are non-insiders. Specifically, the Debtors request the authority
to, at their discretion, provide additional compensation in the
form of bonuses to (a) three district managers calculated based on
a combination of sales revenues and retention of personnel; (b) the
store manager at each Closing Store, the assistant store manager at
each Closing Store, the two assistant sales managers at each
Closing Store, and five team sales people, calculated based
on a combination of sales revenues and shrink control.
The Debtors request authority to determine the individual amounts
of each Closing Bonus, except that the total aggregate cost of the
Bonus Program, in any event, will not exceed 0.5% of the Debtors'
overall gross annual payroll and will not exceed 6.0% of the
Debtors' gross annual payroll for the Closing Stores.
The Debtors believe that allowing the District Managers and Closing
Store Management Teams to earn Closing Bonuses at the Closing
Stores will provide much-needed motivation for key personnel who
are critical to the success of the Closing Sales.
Dispute Resolution Procedures
The Debtors recognize that the Closing Sales at certain Closing
Stores may be subject to certain Liquidation Laws, which include
but are not limited to various federal, state or local statute,
ordinance, or rule, or licensing requirement directed at regulating
"store closing," "sale on everything," "everything must go,"
"liquidation sale," "winter clearance outlet," or similar themed
sales or bulk sale laws, including laws restricting safe,
professional and non-deceptive, customary advertising such as
signs, banners, posting of signage, and use of sign-walkers in
connection with the sale, and ordinances establishing license or
permit requirements, waiting periods, time limits or bulk sale
restrictions. To the extent that any Liquidation Laws purport to
prohibit, restrict, or otherwise interfere with the Closing Sales
at any Closing Stores, the Debtors request that the Court deem
those Liquidation Laws to be waived with respect to the Closing
Sales, which are under the supervision of the Bankruptcy Court.
About Sports Authority
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
SPORTS AUTHORITY: Requests OK of Procedures to Protect NOLs
-----------------------------------------------------------
Sports Authority Holdings, Inc., and its affiliated debtors seek
permission from the Bankruptcy Court to (a) establish notice and
objection procedures regarding certain transfers of beneficial
interests in equity securities in Sports Authority and claims of
worthless stock deductions with respect to the Equity Securities;
and (b) establish a record date for notice and potential sell-down
procedures for trading in claims against them.
"By establishing procedures for monitoring the transfer of Equity
Securities, the Debtors can preserve their ability to seek the
necessary relief at the appropriate time if it appears that
transfers of Equity Securities may jeopardize the Debtors' ability
to benefit from their NOLs," said Andrew L. Magaziner, Esq., at
Young Conaway Stargatt & Taylor, LLP, counsel for the Debtors.
Sports Authority is a privately held corporation. As of the
Petition Date, there were approximately 42.7 million shares of
Sports Authority common stock outstanding. In addition, the
Debtors have approximately $1.1 billion in outstanding funded
debt.
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 were approximately $204.7
million as of the end of tax year 2014, plus a preliminarily
estimated additional $150 million for 2015. According to the
Debtors, these NOLs could translate into future reductions of their
federal income tax liabilities of approximately $124 million based
on a corporate federal income tax rate of 35%.
The Debtors may lose the ability to utilize their NOLs if they
experience an "ownership change" for federal income tax purposes
under Section 382 of the IRC. To prevent this potential loss of
estate property, the Debtors request Court approval of the
procedures to govern the transfers of Equity Securities and the
claiming of worthless stock deductions during the pendency of these
Chapter 11 cases.
Generally, an "ownership change" occurs if the percentage of the
stock of the corporation owned by one or more 5% shareholders has
increased by more than 50 percentage points over the lowest
percentage of stock owned by such shareholders at any time during
the relevant testing period, which is usually three years.
"[I]f left unrestricted, transfers of Equity Securities during the
pendency of these Chapter 11 Cases could severely limit the
Debtors' ability to utilize their NOLs, and could have significant
negative consequences for the Debtors, their estates and their
efforts to maximize value for creditors," according to Mr.
Magaziner.
Furthermore, claiming worthless stock deductions could also result
in a change of ownership. Under section 382(g)(4)(D) of the IRC,
equity holders that own or have owned 50% or more of the Equity
Securities and that take a worthless stock deduction are treated as
though
they disposed of their Equity Securities. The Debtors asserted it
is essential that holders of Equity Securities defer claiming such
worthless stock deduction until after the Debtors have emerged from
bankruptcy.
Proposed Equity Transfer Procedures
Any person or entity who currently is or becomes a Substantial
Equityholder shall (A) file with the Court and (B) serve upon
proposed counsel to the Debtors, Gibson, Dunn & Crutcher, LLP, 333
South Grand Avenue, Los Angeles, CA 90071-1512 (Attn: Robert A.
Klyman), and Young Conaway Stargatt & Taylor, LLP, 1000 North King
Street, Rodney Square, Wilmington, DE 19801 (Attn: Michael R.
Nestor), a notice of that status on or before the later of (i) 14
days after entry of the Interim Order or (ii) 14 days after
becoming a Substantial Equityholder.
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 proposed counsel 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
proposed counsel to the Debtors, advance written notice of the
intended transfer of Equity Securities.
At least 28 days prior to claiming any deduction for worthless
stock that 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 or potential
Substantial Equityholder shall (A) file with the Court and (B)
serve on proposed counsel to the Debtors, advance written notice of
the intended worthless stock deduction.
The Debtors will have 21 days after receipt of a Stock Acquisition
Notice, a Stock Disposition Notice, or a Worthless Stock Deduction
Notice to file with the Court and serve on the party filing the
Transfer Notice an objection to the proposed Transfer or worthless
stock deduction on the grounds that such Transfer or deduction may
adversely affect the Debtors' ability to utilize their NOLs. If
the Debtors file an objection, the proposed Transfer or deduction
will not be effective unless and until approved by a final and
non-appealable order of this Court. If the Debtors do not object
within that 21-day period, the Transfer or deduction may proceed
solely as set forth in the Transfer Notice.
Any acquisition or disposition of Equity Securities, or claims of a
worthless stock deductions, 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.
Record Date Notice and Potential Sell-Down Procedures
Under Section 382(l)(5) of the IRC, a corporation is not subject to
the limitations imposed by Section 382 of the IRC if (a) the
ownership change resulted from consummation of a Chapter 11 plan or
qualifying asset sale and (b) pursuant to the plan or qualifying
asset sale, the debtor's pre-change-in-ownership shareholders
and/or "Qualified Creditors" emerge from the reorganization owning
at least 50% of the total value and voting power of the debtor's
stock immediately after the ownership change.
To protect the Debtors' ability to maximize the use of their NOLs,
the Debtors may need to seek entry of a Sell-Down Order allowing
them to (a) determine whether the Debtors, as reorganized, will
qualify for and benefit from the Section 382(l)(5) Exception, and
(b) require certain persons or entities that have acquired Claims
during these Chapter 11 cases in an amount that would entitle those
claimholders to receive more than 4.5% of the equity of the
Debtors, as reorganized, to sell down their claims to the extent
necessary to allow the Debtors, as reorganized, to qualify for the
Section 382(l)(5) Exception.
The Debtors maintained that at this stage, it is too early to
determine whether it will be necessary for them to obtain a
Sell-Down Order. Accordingly, the Motion does not seek entry of a
Sell-Down Order, but seeks to establish the Record Date pursuant to
the Interim Order. The Debtors propose to set the Record Date as
the date of entry of the Interim Order.
In the event the Debtors seek entry of a Sell-Down Order, the
Debtors anticipate that the Sell-Down Procedures would require a
person or entity that has acquired an amount of Claims after the
Record Date entitling that claimholder to receive more than 4.5% of
the equity of the Debtors, as reorganized, to provide the Debtors
with limited information such as the size of its Claim and the
dates such Claim was acquired. The amount of Claims held by a
claimholder as of the Record Date would constitute the "Protected
Amount."
About Sports Authority
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
STAGE PRESENCE: U.S. Trustee Appoints 2-Member Creditors' Committee
-------------------------------------------------------------------
The Office of the U.S. Trustee appointed two creditors of Stage
Presence Incorporated to serve on the official committee of
unsecured creditors.
The Committee members are:
(1) Alan Adelman
258 Riverside Dr., 6B
New York, NY 10025
Tel No. (212) 662-9065
(2) KEnigma, Inc.
127 W. Fairbanks Ave., #226
Winter Park, FL 32789
Attn: Kelly Hernacki
Tel No. (407) 647-2026
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Stage Presence
Stage Presence Incorporated filed a Chapter 11 petition (Bankr.
S.D.N.Y., Case No. 12-10525) on February 9, 2012. The petition was
signed by Allen Newman, president.
The Debtor has tapped Shafferman & Feldman, LLP as its legal
counsel.
The Debtor estimated assets of $2,309,486 and debts of $1,373,349.
STARSHINE ACADEMY: Section 341 Meeting Scheduled for March 29
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Starshine Academy
has been set for March 29, 2016, at 9:30 a.m. at US Trustee Meeting
Room, 230 N. First Avenue, Suite 102, in Phoenix, Arizona.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Starshine Academy, dba Starshine Academy Schools, filed a Chapter
11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-01803) on Feb.
26, 2016. Patricia A. McCarty, the president, signed the petition.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million. Carmichael & Powell, P.C. represents
the Debtor as counsel. Judge Scott H. Gan is assigned to the case.
SUN BANCORP: Bank's EVP and Chief Risk Officer to Resign
--------------------------------------------------------
Sun Bancorp, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that Alberino J. Celini,
executive vice president and chief risk officer of Sun National
Bank, a wholly owned subsidiary of the Company, will resign to
pursue other interests, effective as of March 18, 2016.
In connection with Mr. Celini's resignation, the Company and the
Bank intend to enter into a General Release and Separation
Agreement with Mr. Celini. In connection with the resignation of
Mr. Celini as chief risk officer, the functions, duties and
responsibilities of the chief risk officer position will be
reassigned to existing officers, including the general counsel,
chief credit officer, chief compliance officer and chief
administrative officer. The allocation of these responsibilities
and whether in the future to reconsolidate these functions into one
position will be periodically reviewed by the Company.
Under the proposed Separation Agreement, Mr. Celini will be
entitled, subject to his execution, delivery and non-revocation of
a general release of claims in favor of the Company and the Bank,
including any and all claims under the Management and Severance
Agreement, dated July 3, 2014, between the Bank and Mr. Celini, to
the following separation benefits:
(i) a cash separation payment of $178,461 to be paid on a bi-
weekly basis commencing after the Bank's receipt and non-
revocation of the proposed Separation Agreement; and
(ii) through Oct. 31, 2016, payment of the employer's portion of
the premium for continued group health, vision and dental
insurance at the level at which Mr. Celini is enrolled as
of his resignation date.
About Sun Bancorp. Inc.
Sun Bancorp, Inc. is a bank holding company headquartered in Mount
Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a
community bank serving customers throughout New Jersey. Sun
National Bank -- http://www.sunnationalbank.com/-- is an Equal
Housing Lender and its deposits are insured up to the legal maximum
by the Federal Deposit Insurance Corporation (FDIC).
Sun Bancorp reported a net loss available to common shareholders of
$29.8 million in 2014, a net loss available to common shareholders
of $9.94 million in 2013, and a net loss available to common
shareholders of $50.49 million in 2012.
TERRA-GEN FINANCE: Moody's Cuts Sr. Secured Term Loan Rating to B1
------------------------------------------------------------------
Moody's Investors Service downgraded Terra-Gen Finance, LLC's (TGF)
rating on its senior secured term loan and senior secured working
capital facility to B1 from Ba3. The downgrade is driven by
financial underperformance over the past year which we expect to
continue for the next several years owing in large part to low
natural gas prices. TGF currently has $287 million in term loan B
debt due 2021 outstanding and a $25 million working capital
facility, of which about $10 million is utilized for a debt service
reserve letter of credit due 2019. The outlook is stable.
RATINGS RATIONALE
The rating downgrade to B1 principally reflects financial
deterioration owing to TGF's significant exposure to short-run
avoided cost (SRAC) prices for approximately 50% of TGF's revenues.
SRAC is effectively a proxy for the market price of energy and it
was nearly $30/MWh in 2015, around 25% lower than our expected
price and over 35% below management's expectation. SRAC's two
principal variables are natural gas prices and market heat rates,
both of which are expected to continue to stay weak for several
years. Based on Southern California Edison's SRAC price schedule,
market heat rates are roughly 8,900 Btu/kWh with natural gas prices
below $3.00/MMbtu. At these natural gas price levels, which is
consistent with our current views on natural gas prices, TGF's cash
available for debt service (CFADS) is expected to be nearly 20%
lower than Moody's base case assumptions for the next several years
and well below TGF's management expectations from financial close
in December 2014.
On a consolidated basis, including TGF's proportionate share of
structurally senior bonds at the SEGS solar projects and lease debt
at Dixie Valley, we calculate that TGF's debt service coverage
ratio (DSCR) in 2015 was 1.15x and funds from operations to debt
(FFO/Debt) was around 3%. On a stand-alone holding company basis,
after upstream distributions, TGF's DSCR approximated 1.3x while
FFO/Debt was 3.5%, respectively. While TGF was able to sweep a
portion of excess cash in 2015 with modest debt reduction above the
required amortization levels, debt repayment is expected to occur
at slower pace leading to greater refinancing risk. Specifically,
we calculate that TGF is now likely to have $40 million to $55
million more debt due at maturity than initially anticipated in
either management's base case or in our base case. We anticipate
TGF's financial metrics in 2016 and 2017 will approximate 2015's
financial performance.
The B1 rating reflects stable cash flow generation in which
approximately 50% of TGF's revenues are derived from long-term
contracts with fixed price power purchase agreements at a number of
renewable generating assets. California continues to show a high
level of regulatory support for renewable assets and 60% of TGF's
nameplate wind-generated capacity, albeit on the older side, is
located in California, a credit positive. However, we recognize
that this also represents a degree of geographic and asset
concentration as the wind resource was particularly low in 2015,
thus further compounding the weak 2015 financial performance. We
recognize 2015 was an aberration for the wind resource owing to the
effects of El Nino and therefore anticipate the wind resource to
return to historical generation levels.
The stable outlook incorporates our view that TGF's generation
assets will continue to operate consistent with their design
capabilities and that TGF continues to pay down debt above minimum
required amortization. The presence of a new contract at Dixie
Valley commencing in 2018 with substantially higher pricing
relative to the current contract is also a key driver in the B1
rating and stable outlook. Our outlook also considers that SRAC is
less likely to deviate substantially further from existing levels
owing to the depressed level of natural gas prices and that TGF
continues to maintain the current cushion above its 1.1x debt
service coverage covenant.
The rating could face upward momentum if the project's cash
generating profile returns to levels such that TGF achieves debt
levels contemplated in the target debt balance of its credit
agreement for several quarters. Specifically, reducing debt to
below $260 million by year-end 2016 would bring the project back in
line with our original expectations. Upward rating pressure could
also be warranted if TGF consistently achieves FFO/Debt metrics in
the high single digit percent levels on a consolidated basis.
The rating could face downward pressure should wind generation
underperform in 2016 relative to 2015 or if the project chronically
fails to sweep any additional cash to pay down debt. The rating
could also face downward pressure if TGF were to fail to meet its
1.1x DSCR covenant.
Terra-Gen Finance Company, LLC (TGF, or the company) owns 653MW of
generating capacity through 21 projects in operation across the
western US. The portfolio consists of 497MW of wind, 89MW of solar
and 67MW of geothermal generation assets. TGF is owned by
Terra-Gen, LLC (TG), a renewable energy company focused on
development, construction, and operation of wind, solar and
geothermal generating facilities. TGF is currently indirectly owned
by affiliates of Energy Capital Partners (ECP).
TIMOTHY PLACE: Creditors Have Until April 1 to File Claims
----------------------------------------------------------
A bankruptcy judge approved the deadline proposed by Timothy Place
NFP for filing pre-bankruptcy claims.
The order, issued by U.S. Bankruptcy Judge Jacqueline Cox, gives
creditors holding pre-bankruptcy claims until April 1, 2016, to
file proofs of their claims.
Meanwhile, all governmental units that have claims against Timothy
Place must submit a proof of their claims on or before July 15,
2016.
This deadline is called a "bar date" because it means that
creditors who come forward after that date may be "barred" from
ever filing a claim.
In a separate order, Judge Cox ruled that the appointment of a
patient care ombudsman in the bankruptcy case of Timothy Place is
not yet necessary.
Section 333 of the Bankruptcy Code mandates the appointment of a
patient care ombudsman within 30 days after the filing of a
healthcare bankruptcy. The bankruptcy court is required to appoint
either an individual or a firm as patient care ombudsman unless it
makes a specific finding that the appointment is not necessary for
the protection of patients.
About Timothy Place
Headquartered in Elmhurst, Illinois, Timothy Place, NFP and
Christian Healthcare Foundation, NFP own and operate Park Place
Christian Community of Elmhurst, a continuing care retirement
community which provides its residents with independent living
units, enriched housing, memory support services, comprehensive
licensed skilled nursing care, and related health, social, and
quality of life programs and services.
The Debtors filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ill.
Case Nos. 16-01336 and 16-01337, respectively) on Jan. 17, 2016.
The petitions were signed by William DeYoung as chief financial
officer. Judge Jacqueline P. Cox has been assigned the case.
The Debtors have engaged McDonald Hopkins LLC as counsel, North
Shores Consulting, Inc., as financial advisor and Globic Advisors
as claims and noticing agent.
The Debtors disclosed total assets of $142,807,261 and total debts
of $148,240,800.
TRACK GROUP: Utah State Confirms Filing of Amended Articles
-----------------------------------------------------------
Track Group, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it received confirmation
from the Utah Secretary of State that the Articles of Amendment to
the Company's Articles of Incorporation, increasing the number of
shares of the Company's common stock, par value $0.0001 per share,
authorized for issuance from 15 million to 30 million shares, was
filed.
The Company previously disclosed information with respect to the
Amendment in the definitive Information Statement on Schedule 14C,
filed with the Securities and Exchange Commission on Jan. 22,
2016.
About Track Group
Track Group (formerly SecureAlert) -- http://www.trackgrp.com/--
is a global provider of customizable tracking solutions that
leverage real-time tracking data, best-practice monitoring, and
analytics capabilities to create complete, end-to-end solutions.
Track Group reported a net loss attributable to common shareholders
of $5.66 million on $20.8 million of total revenues for the fiscal
year ended Sept. 30, 2015, compared with a net loss attributable to
common shareholders of $8.76 million on $12.26 million of total
revenues for the fiscal year ended Sept. 30, 2014.
As of Dec. 31, 2015, the Company had $52.35 million in total
assets, $39.70 million in total liabilities and $12.65 million in
total equity.
TRINIDAD DRILLING: Moody's Cuts CFR to B3, Negative Outlook
-----------------------------------------------------------
Moody's Investors Service, downgraded Trinidad Drilling Ltd.'s
Corporate Family Rating (CFR) to B3 from Ba3, Probability of
Default Rating to B3-PD from Ba3-PD and senior unsecured notes
rating to Caa1 from B1. The Speculative Grade Liquidity Rating was
lowered to SGL-3 from SGL-2. The rating outlook is negative. This
action resolves the review for downgrade that was initiated on
January 21, 2016.
"The downgrade reflects the anticipated decline in Trinidad's cash
flow in 2016 and 2017 resulting from the collapse in drilling
activity, which will result in debt to EBITDA metric rising towards
8x in 2017," said Paresh Chari, Moody's Analyst. "Visibility for
cash flow in 2016 is limited as Trinidad will only have 20% of its
fleet under contract. We expect increased pricing pressure leading
to margins being compressed as its contracted rigs transition to
the spot market."
Downgrades:
Issuer: Trinidad Drilling Ltd.
-- Probability of Default Rating, Downgraded to B3-PD from Ba3-PD
-- Corporate Family Rating, Downgraded to B3 from Ba3
-- Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa1(LGD4) from B1(LGD4)
Ratings Lowered:
-- Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-
2
Outlook Actions:
-- Issuer: Trinidad Drilling Ltd.
-- Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
Trinidad's B3 Corporate Family Rating (CFR) reflects expected high
leverage (5.5x) and weak interest coverage (2.2x) in 2016 which is
driven by its exposure to the weak North American land drilling
market. Moody's expects the company's financial leverage metrics
could deteriorate further in 2017(towards 8x), as contracts
continue to roll off. The rating also considers Trinidad's
geographic diversity through its international joint venture with
Halliburton (A2 RUR). The international business has longer term
contracts and higher margins than the North American market.
Trinidad's SGL-3 liquidity rating reflects adequate liquidity. As
of December 31, 2015, Trinidad had C$64 million of cash and C$250
million available under its C$360 million revolving credit
facilities due in 2017, which is comprised of C$150 million and
US$150 million tranches. Moody's expects roughly break even free
cash flow through to March 31, 2017 and expect there to be a
potential need to renegotiate two of its three financial covenants,
debt to EBITDA not greater than 6.0x and EBITDA to interest not
less than 2.00x. Trinidad will be well in compliance with its
senior debt to EBITDA covenant (senior debt to EBITDA not greater
than 3.0x) through this period. Alternative sources of liquidity
are limited principally to the sale of existing assets, which are
largely encumbered.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the notching of the senior unsecured notes at Caa1, one notch below
the B3 CFR, reflects the priority ranking secured credit facility
in the capital structure.
The negative outlook reflects Moody's expectation that leverage and
interest coverage could weaken in 2017.
The rating could be downgraded if Trinidad's adjusted debt to
EBITDA is likely to remain above 8x or if EBITDA to interest falls
below 1.5x or if the liquidity profile weakened.
The rating could be upgraded if Trinidad's EBITDA improves, which
would require commodity prices to improve to drive significantly
higher drilling activity, while reducing adjusted debt to EBITDA to
around 5x and increasing EBITDA to interest above 2.5x.
Trinidad, based in Calgary Alberta, provides land drilling services
primarily to North American exploration and production companies.
TWCC HOLDING: Moody's Withdraws B2 CFR Over Debt Repayment
----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings and LGD
assessments of TWCC Holding Corp. following the repayment of
company's debt on January 29, 2016.
RATINGS RATIONALE
TWCC Holding Corp. ratings were withdrawn because TWCC Holding
Corp. no longer has rated debt outstanding. Please refer to the
Moody's Investors Service's Policy for Withdrawal of Credit
Ratings, available on its website, www.moodys.com.
The following ratings and assessments were withdrawn:
Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
Senior secured revolving credit facility due November 2019 - B1
(LGD3)
Senior secured term loan due February 2017 -- B1 (LGD3)
Senior secured term loan due February 2020 -- B1 (LGD3)
Senior secured second lien term loan due June 2020 -- Caa1 (LGD5)
Outlook, changed to Withdrawn from Stable
ULTRA PETROLEUM: S&P Lowers CCR to 'CC', Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Houston-based oil and gas exploration and production
(E&P) company Ultra Petroleum Corp. to 'CC' from 'CCC-', given
S&P's view that a default, including a selective default, is almost
certain. The outlook is negative.
S&P's issue-level ratings on the company structurally subordinated
unsecured debt remain 'C'. The recovery remains '6', indicating
S&P's expectation for negligible (0% to 10%) recovery.
The rating action reflects Ultra Petroleum's announcement that it
has entered into waiver and amendment agreements with its lenders
to postpone and defer the March 1, 2016, debt maturity and interest
payments on its senior unsecured notes (held at operating company
Ultra Resources Inc.) until April 30, 2016. The deferral will
allow the company more time to negotiate with lenders on a
potential debt restructuring. S&P believes a default, including a
selective default, is almost certain.
"The negative outlook reflects our view that Ultra Petroleum will
either default on its financial obligations or enter into a
distressed exchange or restructuring," said Standard & Poor' Carin
Dehne-Kiley.
Although unlikely, S&P would consider an upgrade if it believed the
company would be able to fully meet its financial obligations and
S&P no longer believed it would enter into a distressed exchange or
restructuring.
UNI-PIXEL: Reports Year-End and Q4 2015 Financial Results
---------------------------------------------------------
UniPixel, Inc., reported a net loss of $4.82 million on $890,000 of
revenue for the three months ended Dec. 31, 2015, compared to a net
loss of $7.80 million on $0 of revenue for the same period in
2014.
For the year ended Dec. 31, 2015, the Company reported a net loss
of $36.3 million on $3.75 million of revenue compared to a net loss
of $25.7 million on $0 of revenue for the year ended Dec. 31,
2014.
As of Dec. 31, 2015, the Company had $26.5 million in total assets,
$6.71 million in total liabilities and $19.83 million in total
shareholders' equity.
Jeffrey A. Hawthorne, president and chief executive officer of
UniPixel, said, "We made substantial progress during 2015 to
position UniPixel as a legitimate competitor in the touchscreen
market. Since the April 2015 acquisition of certain technology and
manufacturing assets, we have successfully integrated the acquired
technology with UniPixel's manufacturing processes; we have our
products under evaluation at leading PC manufacturers in the U.S.
and Asia; and we have received purchase orders from new customers.
Everything that has been accomplished during 2015 sets the stage
for us to have improved operational and financial results in
2016."
"Our XTouch metal mesh touch sensors are currently being evaluated
at a number of technology manufacturers serving the tablet, laptop,
printers and industrial markets, as well as potential new customers
in the automotive industry," continued Mr. Hawthorne. "Discussions
with device manufacturers and touchscreen integrators indicate to
us that the metal mesh technology that we employ in our XTouch
sensors continues to gain increasing acceptance as a superior
solution to the ITO (indium tin oxide) technology widely in use.
Functional proof of concept laptop touch sensors that utilize our
XTouch and Diamond Guard technologies to eliminate the need for a
cover lens were recently delivered to three major OEMs. We have
received positive feedback with indications of the intention to
move forward with development plans."
Mr. Hawthorne concluded, "During the fourth quarter of 2015 and
first two months of 2016, we have raised additional capital to fund
our operations, completed the retirement of $15.5 million in
secured convertible notes and have added new customers. In less
than a year as a fully operational sales and manufacturing
organization, we have made substantial progress in introducing our
technology to a broad cross-section of the technology sector and we
believe that our XTouch sensors and Diamond Guard hardcoat will
become increasingly sought after in the coming quarters and years.
We look forward to aggressively growing our business in 2016 and
beyond."
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
US TELEPACIFIC: DSCI Acquisition Does Not Impact Moody's B3 Rating
------------------------------------------------------------------
Moody's Investors Service said that U.S. TelePacific Corporation's
plan to acquire managed services provider DSCI Corporation ("DSCI")
is strategically positive but does not impact the company's B3
corporate family rating. The $123 million purchase is expected to
be funded with incremental debt and will result in approximately
0.5x of additional leverage and a modest deterioration in free cash
flow for the first 12 to 18 months after deal close. TelePacific
will issue additional secured debt that is expected to be
pari-passu with the existing senior secured credit facility.
In recent years, TelePacific has successfully grown EBITDA through
cost discipline and stabilized revenues by focusing on larger
customers. These efforts have led to lower leverage of around 4.2x
(Moody's adjusted) for the last-twelve-months ended September 30,
2015 and modestly positive free cash flow.
The purchase of DSCI is strategically positive as it offers
TelePacific the opportunity to address a national market for
managed services, specifically for hosted voice solutions. DSCI
offers cloud-based services that customers can access via third
party connectivity. This allows TelePacific to expand beyond its
facilities-based footprint in California, Nevada and Texas and
compete nationally for these customers.
The transaction's high purchase multiple and the debt financing
costs will result in a slight deterioration in the company's credit
metrics, specifically leverage and free cash flow. However,
TelePacific's metrics have improved since 2011 such that this
acquisition will fit within the current ratings profile.
TelePacific's B3 corporate family rating reflects its low margins,
modest free cash flow and the intense competitive pressure it faces
within its core markets. TelePacific faces tough competition from
incumbent carriers and cable companies who operate more ubiquitous
networks and offer broader service capabilities. The rating is
supported by TelePacific's position as the largest CLEC in the
California and Nevada markets, its progress in acquiring or
developing alternative network access assets and the potential for
higher margins and cash flow going forward. With recent
acquisitions, TelePacific has been able to strengthen its market
position and asset base, increase high speed data offerings and
reduce its dependency on ILECs for last-mile access.
Moody's could raise TelePacific's ratings if adjusted Debt/EBITDA
leverage trends towards 4x and the company produces consistent,
positive free cash flow. Moody's would likely lower TelePacific's
ratings if revenues and EBITDA decline such that leverage exceeds
6x on a sustained basis. Additionally, evidence of liquidity
pressure or the failure to successfully integrate acquired
businesses could lead to lower ratings.
VERSO CORP: Challenge Rights, Other Issues Delay Loan Approval
--------------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that disputes over
bankruptcy plan challenge rights and other issues tripped up Verso
Corp.'s bid for approval of a $775 million Chapter 11
debtor-in-possession financing deal on Feb. 25, 2016, forcing the
big paper company and its creditors toward an unplanned argument
hearing in Delaware bankruptcy court on March 1. The lack of
agreement prompted a nearly three-hour pause in a regular hearing
on Feb. 25, as lawyers negotiated without full success over
objections raised by Verso's committee of unsecured creditors.
About Verso Corporation
Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications. It employs approximately 5,200
personnel.
Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The petitions were signed by David Paterson, the president and
CEO.
The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing agent.
WALTER INVESTMENT: Moody's Cuts Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service, has downgraded Walter Investment
Management Corp's Corporate Family Rating (CFR) and senior secured
bank credit facility to B3 from B2. Moody's also downgraded the
company's senior unsecured debt to Caa1 from B3. The outlook is
stable.
RATINGS RATIONALE
The rating actions reflect Walter's continued weak profitability
and high financial leverage, as well as Moody's expectation that
near-term profitability will remain constrained. This will limit
the company's ability to significantly reduce its financial
leverage.
Over the last two years, the company has lost $524 million before
taxes, driven by about $700 million of MSR fair value decline,
goodwill impairments and legal and regulatory matters. Even
excluding these items, profitability was modest with pre-tax income
to total assets of just 0.5% per annum as the company has been
grappling with elevated operating costs due to the heightened
regulatory environment.
As a result of the company's weak profitability and rapid
debt-financed growth, its financial leverage is very high and
unlikely to significantly improve. As of 31 December 2015, the
company's tangible common equity (TCE) to tangible assets was just
1.94%, a further drop from the 2.17% as of year-end 2014. The
company's financial flexibility is further limited by its
dependency on short-term, secured funding facilities.
The stable outlook reflects our expectation that Walter will be
able to generate a modest profit in 2016 along with modestly
reducing its financial leverage.
Walter's ratings could be upgraded if the company is able to
improve its profitability such that net income to managed assets is
sustained above 1.0% while materially reducing its leverage such
that TCE to tangible assets increases to above 5.0%.
The ratings could be downgraded if the company's financial
performance does not improve over the next 12-18 months, such as if
the company is unable to demonstrate sustained GAAP profitability
or if TCE to tangible assets remains below 2.5% at year-end 2016.
WEIGHT WATCHERS: Moody's Affirms 'B3' CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed Weight Watchers International,
Inc.'s credit ratings. The Corporate Family rating ("CFR") was
affirmed at B3, the Probability of Default rating ("PDR") was
affirmed at B3-PD, the senior secured debt ratings were affirmed at
B3 and the Speculative Grade Liquidity rating ("SGL") was affirmed
at SGL-3. The rating outlook was revised to stable from negative.
Issuer: Weight Watchers International, Inc.
Affirmations:
-- Corporate Family Rating, Affirmed B3
-- Probability of Default Rating, Affirmed B3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
-- Senior Secured Bank Credit Facilities, Affirmed B3 (LGD3)
Outlook Actions:
-- Outlook, Changed To Stable From Negative
RATINGS RATIONALE
"In 2015, new programs, marketing initiatives and about $40 million
of fresh equity from Oprah Winfrey, who has also become the new
face of Weight Watchers, may have succeeded in arresting the sharp
declines in paid weeks and active subscribers the company had
experienced since 2012," noted Edmond DeForest, Moody's Senior
Credit Officer.
The B3 CFR reflects Moody's expectation for moderate subscriber
growth and flat revenues in 2016, with debt to EBITDA declining to
about 7.5 times by year end from EBITDA growth and debt repayment.
Moody's remains concerned that increased competition for weight
loss service customers could make further operating and financial
improvements difficult and slow to achieve. Moody's anticipates
free cash flow to debt of about 3% and EBITA to interest expense of
about 2 times, driven by low interest expense despite the high
amount of debt; these metrics are solid for the B3 rating, but
financial leverage remains high for the category. Moody's expects
Weight Watchers may use free cash flow to purchase its debt in the
market at a discount, helping speed the pace of financial leverage
reduction.
All financial metrics cited reflect Moody's standard adjustments.
The SGL-3 reflects an adequate liquidity profile, supported by cash
balances of $241 million at January 2, 2016, which provides 1.4
times coverage of the $144.3 million May 2016 term loan maturity
and $24 million of required annual term loan amortization. The $50
million revolver, which is fully drawn, matures in 2018 and almost
$2 billion of secured term loans mature in 2020.
The stable ratings outlook reflects Moody's expectations for modest
growth in subscribers, flat revenues and about $50 million of free
cash flow in 2016. A ratings downgrade is possible if: (1) Moody's
expects declines in paid weeks, active subscribers, revenues,
profits or free cash flow; (2) there is a departure from the
company's commitment to repaying upcoming debt maturities using
cash balances and cash flow; (3) there is increasing uncertainty
regarding the company's ability to repay or refinance debt maturing
in 2020; or (4) liquidity becomes less than adequate. The ratings
could be upgraded if Moody's expects sustained revenue growth and
debt reduction, leading to expectations for debt to EBITDA to
remain below 6 times and free cash flow to debt of over 5%.
Weight Watchers is a provider of weight management services.
Moody's expects revenue for 2016 to be about $1.1 billion.
WESTERN ENERGY: Moody's Lowers Corporate Family Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded Western Energy Services
Corp.'s (Western) Corporate Family Rating (CFR) to Caa2 from B2,
Probability of Default Rating to Caa2-PD from B2-PD and senior
unsecured notes rating to Caa3 from B3. The Speculative Grade
Liquidity Rating was lowered to SGL-3 from SGL-1. The rating
outlook is stable. This action resolves the review for downgrade
that was initiated on January 21, 2016.
"The downgrade reflects the anticipated decline in Western's cash
flow in 2016 and 2017, which will result in debt to EBITDA metric
rising above 10x," said Paresh Chari, Moody's Analyst. "Visibility
for cash flow for the next two years is limited as Western
currently has only 10% of its fleet under contract. We expect
increased pricing pressure leading to margins being compressed as
its contracted rigs transition to the spot market."
Downgrades:
Issuer: Western Energy Services Corp.
-- Probability of Default Rating, Downgraded to Caa2-PD from B2-
PD
-- Corporate Family Rating, Downgraded to Caa2 from B2
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
(LGD5) from B3 (LGD4)
Ratings Lowered:
-- Speculative Grade Liquidity Rating, Lowered to SGL-3 from
SGL-1
Outlook Actions:
-- Issuer: Western Energy Services Corp.
-- Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Western's Caa2 Corporate Family Rating (CFR) reflects expected high
leverage (10x in 2016, increasing to about 20X in 2017) and weak
interest coverage (1.1x in 2016 and 0.7X in 2017), driven by its
concentration and exposure to the weak North American land drilling
market. A significant portion of the fleet is uncontracted and
Western will be challenged in a very limited and competitive spot
market. The rating also considers Western's high quality assets and
adequate liquidity.
Western Energy's SGL-3 liquidity rating reflects adequate
liquidity. As of December 31, 2015, Western had C$58 million of
cash and full availability under its C$175 million revolving credit
facility due December 2018. Moody's expects negative free cash flow
of about C$15 million through March 31, 2017 to be funded with cash
on hand. Western will breach its EBITDA to interest covenant (not
less than 2x) in early 2016 and will need to get covenant relief.
Western will be in compliance with its two remaining covenants.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged under the revolver.
The C$265 million senior unsecured notes are rated Caa3, one notch
below the Caa2 CFR, because of the priority ranking C$195 million
secured credit facilities in accordance with Moody's Loss Given
Default Methodology.
The stable outlook reflects Moody's expectation that company will
maintain adequate liquidity.
The rating could be downgraded if Western's EBITDA to interest
falls below 1x or if the liquidity profile weakened.
The rating could be upgraded if Western's EBITDA to interest
improves to 1.5x, with continuing adequate liquidity.
Western Energy Services Corp., based in Calgary, Alberta, provides
land drilling services, well servicing and oilfield rental
equipment to North American exploration and production companies.
WESTMORELAND COAL: Jeff Gendell Has 9.4% Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Jeffrey L. Gendell disclosed that as of Dec. 31, 2015,
he beneficially owns 1,705,436 shares of common stock of
Westmoreland Coal Company representing 9.4 percent of the shares
outstanding. Also included in the filing are Tontine Capital
Management, L.L.C. (101,306 shares); Tontine Management, L.L.C.
(37,462 shares); Tontine Capital Overseas Master Fund II, L.P.
(901,643 shares) Tontine Asset Associates, L.L.C. (901,643 shares);
and Tontine Associates, L.L.C. (116,025 shares). A copy of the
regulatory filing is available at http://is.gd/UaRG7p
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.
As of Sept. 30, 2015, the Company had $1.72 billion in total
assets, $2.21 billion in total liabilities and a $489 million total
deficit.
* * *
As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'. "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.
Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the
company's proposed new $300 million First Lien Term Loan, the TCR
reported on Nov. 20, 2014. The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the company will
be break-even to modestly free cash flow positive over the same
time period.
YELLOW CAB COOP: U.S. Trustee Forms Five-Member Committee
---------------------------------------------------------
The U.S. Trustee for Region 17 on March 3 appointed five creditors
of Yellow Cab Cooperative, Inc., to serve on the official committee
of unsecured creditors.
The Committee members are:
(1) Ida Christina Cruz Fua
c/o David J. Cook, Esq.
165 Fell Street
San Francisco, CA 94102-5106
(2) Sumi Lim
c/o Gary A. Angel, Esq.
177 Post Street, Suite 550
San Francisco, CA 94108
(3) Marshall Childs
c/o Benjamin Siegel, Esq.
1939 Harrison St., #307
Oakland, CA 94612
(4) Michael Moran
c/o Michael Padway, Esq.
3140 Chapman Street
Oakland, CA 94601
(5) Tanya R. Thienngern
c/o Lawrence E. Biegel, Esq.
2801 Monterey-Salinas Highway, Suite A
Monterey, CA 93940
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Yellow Cab Cooperative
Yellow Cab Cooperative, Inc. filed a Chapter 11 petition (Bankr.
N.D. Calif., Case No. 16-30063) on January 22, 2016. The petition
was signed by Pamela Martinez, president.
The Debtor has tapped Farella Braun and Martel LLP as its legal
counsel. The case is assigned to Judge Dennis Montali.
The Debtor estimated assets of $1 million to $10 million, and debts
of $10 million to $50 million.
YRC WORLDWIDE: Approves New Performance Stock Unit Agreement
------------------------------------------------------------
The Compensation Committee of the Board of Directors of YRC
Worldwide Inc. approved a new Performance Stock Unit Agreement to
grant performance-based stock unit awards pursuant to the YRC
Worldwide Inc. Amended and Restated 2011 Incentive and Equity Award
Plan, according to a Form 8-K report filed with the Securities and
Exchange Commission.
Other than a change in the definition of "Adjusted Operating
Income," the New Agreement is substantially similar to the
performance stock unit agreement approved by the Company on
March 13, 2015. The number of shares that may be earned pursuant
to the New Agreement will continue to be determined based upon the
performance measure of adjusted return on invested capital of the
Company, measured over a one-year period.
"Adjusted ROIC" continues to equal Adjusted Operating Income
divided by total invested capital.
"Adjusted Operating Income" under the New Agreement is defined as
operating income, as reported on the Company's Consolidated
Statement of Operations in its Annual Report on Form 10-K, (a)
reduced by the dividends paid in the performance year, and (b)
adjusted, positively or negatively (as appropriate), by the impact
of (i) compliance with California Labor Code Section 226.2 as
adopted in October 2015, and effective Jan. 1, 2016, and (ii) any
non-cash items not contemplated at the time the performance goals
are established by the Compensation Committee. Further, the New
Agreement provides for settlement of the PSUs in cash in lieu of
Company common stock. PSUs earned under the New Agreement continue
to be subject to three-year time based vesting.
About YRC Worldwide
Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services. These
services include global, national and regional transportation as
well as logistics.
YRC Worldwide reported net income attributable to common
shareholders of $700,000 on $4.83 billion of operating revenue for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common shareholders of $85.8 million on $5.06 billion of
operating revenue for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, YRC Worldwide had $1.89 billion in total
assets, $2.27 billion in total liabilities and a total
shareholders' deficit of $379 million.
* * *
As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its refinancing
transactions.
In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Overland, Kan.-based less-than-truckload (LTL) trucking company YRC
Worldwide to 'B-' from 'CCC+'.
"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures that
are commensurate with the rating," said Standard & Poor's credit
analyst Michael Durand.
[*] Bankruptcy Attorney Mark Silverschotz Rejoins Anderson Kill
---------------------------------------------------------------
Anderson Kill P.C. on March 2 disclosed that veteran bankruptcy
attorney Mark D. Silverschotz has rejoined the firm. Mr.
Silverschotz will be of counsel and will co-chair Anderson Kill's
Bankruptcy & Restructuring Group.
Mr. Silverschotz has worked in the bankruptcy and reorganization
field since 1981, representing secured, unsecured, and subordinated
creditors, as well as trustees, debtors-in-possession, and official
committees of creditors and equity holders. These clients have
included multiple tax and regulatory authorities, including
agencies of the states of Washington, Missouri, Kansas, Hawaii,
California and Illinois, among others.
Mr. Silverschotz has represented banks, Fortune 100 corporations,
and private individuals in connection with the enforcement of
creditors' rights in Chapter 11 cases and informal work-outs. He
represents clients in complex bankruptcy matters including those
concerning issues of jurisdiction and due process. He has been
involved in the restructuring of scores of companies including
those engaged in the real estate, retail, oil and gas,
manufacturing, financial services, apparel, and entertainment
industries. He also has served as special insurance counsel in
multiple bankruptcies stemming from asbestos and other toxic tort
liabilities, including the Celotex and Dow Corning cases, among
numerous others.
"Mark was in at the birth of bankruptcy practice as we know it, and
he's been a player in major cases for more than thirty years. He
also was one of the first attorneys in the country to understand
the significance of the interplay between bankruptcy and insurance
recoveries" said Robert M. Horkovich, Anderson Kill's managing
shareholder." We're delighted to welcome him back at a time when
our bankruptcy practice has been gaining momentum."
"It's deeply satisfying to return to Anderson Kill," said Mr.
Silverschotz. "I look forward not only to building on my
representation of state tax and regulatory authorities in
bankruptcy proceedings, but also to once again work with my
Anderson Kill colleagues on matters where insurance coverage and
bankruptcy law intersect."
In addition, Mr. Silverschotz has an active mediation practice and
serves on mediation panels in United States Bankruptcy Courts for
the Southern and Eastern Districts of New York and in the United
States Bankruptcy Court for the District of Delaware. He holds a
mediation training certificate from the Hugh L. Carey Center for
Dispute Resolution at St. John's University and is admitted to
practice in New York and New Jersey. He holds a J.D. from
Georgetown University and a B.A. from Columbia University.
About Anderson Kill
Anderson Kill practices law in the areas of Insurance Recovery,
Commercial Litigation, Environmental Law, Estate, Trusts and Tax
Services, Corporate and Securities, Antitrust, Banking and Lending,
Bankruptcy and Restructuring, Real Estate and Construction, Foreign
Investment Recovery, Public Law, Government Affairs, Employment and
Labor Law, Captive Insurance, Intellectual Property, Corporate Tax,
Hospitality, and Health Reform. Recognized nationwide by Chambers
USA for Client Service and Commercial Awareness, and best-known for
its work in insurance recovery, the firm represents policyholders
only in insurance coverage disputes -- with no ties to insurance
companies and has no conflicts of interest. Clients include
Fortune 1000 companies, small and medium-sized businesses,
governmental entities, and nonprofits as well as personal estates.
Based in New York City, the firm also has offices in Ventura, CA,
Philadelphia, PA, Stamford, CT, Washington, DC, and Newark, NJ.
[*] Bracewell Adds Tax Partner Michele J. Alexander to NY Office
----------------------------------------------------------------
Michele J. Alexander has joined Bracewell LLP's New York office as
a partner in the tax practice. Ms. Alexander counsels clients in
mergers and acquisitions, securities and capital markets, funds and
joint ventures, bankruptcy, real estate, and compensation matters.
"Michele’s experience will strengthen our already-fruitful tax
practice," said Bracewell Managing Partner Mark C. Evans. “Her
expertise in diverse transactional matters will bring new insights
to the firm, as well as invaluable advice to our clients.”
"We are excited to have Michele join us in the New York office,"
said Elizabeth L. McGinley, leader of Bracewell’s tax practice.
"Her breadth of expertise and depth of experience will provide
tremendous value to clients in a variety of transactions. In
Michele’s 20 years of practice, she has been a valued advisor,
providing sophisticated yet practical tax advice, guided by her
understanding of her clients' businesses."
Ms. Alexander has represented clients in mergers and acquisitions,
issuers and underwriters in both public offerings and private
placements of debt and equity and debtors and creditors in
bankruptcy and restructuring matters. She has been instrumental in
the formation of new funds for private equity and hedge fund
clients, including the structuring of sponsor entities. Her
experience includes designing tax-efficient structures for
international acquisitions and investments, with a particular focus
on inbound U.S. investments by sovereign wealth funds and other
international clients.
Ms. Alexander received her law degree from Georgetown University
Law Center, cum laude, and a B.A., magna cum laude, from The
College of New Jersey. She has also worked at Wachtell, Lipton,
Rosen & Katz and Gibson, Dunn & Crutcher LLP.
[*] FINRA Arbitration Beset with Unpaid Awards, Report Says
-----------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that a report
released on Feb. 25, 2016, by a plaintiffs attorney organization
blasted the Financial Industry Regulatory Authority, saying that
nearly one in three awards won by investors in arbitration go
unpaid by brokers and calling on FINRA to create a national
recovery pool. The Public Investors Arbitration Bar Association
released a report on Feb. 25, investigating unpaid arbitration
awards, finding that 33.3% of awards issued in claimants' favor in
2013 went unpaid by brokers and brokerage firms. The report
strongly criticized FINRA's lack of data on award payments.
[*] Moody's B3 Neg. & Lower Corporate Ratings List Nears its Peak
-----------------------------------------------------------------
Ratings downgrades predominantly in the energy sector pushed
Moody's B3 Negative and Lower Corporate Ratings List to a
multi-year high of 274. The size of the list has increased steadily
over the past two years and is nearing its record peak of 291, said
Moody's Investors Service in a March 3, 2016 release.
In February, 12 exploration & production companies and one offshore
driller (out of 24 additions) joined Moody's speculative-grade
cohort, resulting in a 4% month-over-month and 49% year-over-year
increase. Moody's believes that the drop in oil prices and weak
natural gas prices has caused a fundamental change in the energy
industry, with many companies struggling to maintain cash flow.
"The growth in our list continues to be driven by weakness in
commodities," said Julia Chursin, a Moody's Associate Analyst. "The
oil & gas sector now makes up nearly one third of the list."
Moody's also notes that when looking at its broader portfolio of
speculative-grade issuers in the oil & gas sector, namely those
with corporate family ratings of Ba1 and lower, nearly 49% are part
of the B3 Negative and Lower list, the highest of any sector.
While on the B3 Negative and Lower list, Consumer/Business Services
(13.1%) and Retail (6.2%) are the next largest sectors after oil &
gas, is important to note that 34.5% of speculative-grade issuers
in the metals & mining sectors are already part of the lower-rung
cohort, followed by the defense and environmental services/waste
management sectors, each representing 33.3% of the total number of
spec-grade issuers in corresponding sectors.
[*] Moody's Concludes Reviews for 12 B-Rated U.S. E&P Companies
---------------------------------------------------------------
Moody's Investors Service, on Feb. 22, 2016, concluded rating
reviews on 12 US B-rated exploration and production (E&P)
companies. Moody's confirmed 1 company's ratings, and downgraded 2
companies' ratings two notches, 5 companies' ratings three notches,
2 companies' ratings four notches, and 2 companies' ratings five
notches.
These actions conclude the rating reviews begun on Jan. 21, 2016.
Oil prices have dropped substantially reflecting continuing
oversupply in the global oil markets, very high inventory levels
and additional Iranian oil exports coming on line. Furthermore,
North American natural gas and natural gas liquids prices remain
quite weak. Moody's lowered its oil price estimates on Jan. 21,
and expects a slow recovery for oil prices over the next several
years. For E&P companies, cash flow declines in tandem with oil
and natural gas prices, with the decline weakening credit metrics
and liquidity, and increasing their negative free cash flow. The
drop in energy prices and corresponding capital markets concerns
will also raise financing costs and increase refinancing risks for
E&P companies.
The drop in oil prices and weak natural gas prices has caused a
fundamental change in the energy industry, and its ability to
generate cash flow has fallen substantially. Moody's believes this
condition will persist for several years. As a result, Moody's is
recalibrating the ratings of many energy companies to reflect this
industry shift. However, the impact of the drop in oil prices and
low natural gas prices will vary substantially from issuer to
issuer. Therefore, Moody's confirmed the current ratings of some
companies, while downgrading others by multiple notches.
RATINGS RATIONALE
Approach Resources, Inc.
Moody's downgraded Approach's Corporate Family Rating (CFR) to Caa2
from B2 with a negative outlook. This action considers Approach's
deteriorating credit metrics in light of the weak commodity prices,
and its weak liquidity. Moody's expects a significant drop in
Approach's 2016 and 2017 EBITDA resulting in much weaker leverage
metrics. The likelihood of a borrowing base reduction in the
spring 2016 redetermination severely restricts Approach's liquidity
and its ability to spend enough to maintain its current production
levels. Approach could potentially breach its EBITDAX to interest
covenant by the end of 2016 under its senior secured revolving
credit facility.
Bill Barrett Corporation
Moody's downgraded Bill Barrett's Corporate Family Rating (CFR) to
Caa2 from B2 with a stable outlook. This action reflects the
company's high leverage and weak cash flow based leverage metrics
in 2017 after its hedges roll off, relatively small size and scale,
and limited geographic diversification of its oil plays. The rating
is supported by management's experience in the Rocky Mountain
region. The company has transitioned toward a higher oil-weighted
production and reserve base, with investments in two scalable
development programs in the DJ and Uinta Basins. Higher liquids
contribution and commodity hedging strategy support cash flow
generation in 2016.
Chaparral Energy, Inc.
Moody's downgraded Chaparral's Corporate Family Rating (CFR) to Ca
from B3 with a negative outlook. Chaparral's Ca CFR reflects its
weak cash flow, high debt leverage and an excessive interest burden
exacerbated by its high coupon debt. The modest scale of its
production and proved reserves have also acted to pressure its
ongoing viability. Ratings also consider the extent to which
Chaparral has hedged itself against weak commodity prices in 2016,
and its long lived, liquids-weighted production profile. Through a
recent series of non-core divestitures and acquisitions, Chaparral
has further focused its production activity exclusively in
Oklahoma, where it remains one of the state's largest crude oil
producers. Chaparral acted quickly to reduce costs and manage its
liquidity beginning in late 2014. However, in this weak commodity
price environment, Chaparral's operating and financial flexibility
continue to be constrained by its highly leveraged balance sheet
and its high debt service cost.
Chesapeake Energy Corporation
Moody's downgraded Chesapeake's Corporate Family Rating (CFR) to
Caa2 from B2 with a negative outlook. The Caa2 CFR incorporates
Chesapeake's very weak cash flow generation capacity at our
commodity price assumptions relative to its high debt levels and
weak liquidity resulting in an unsustainable capital structure. The
challenging environment for large asset sales will hinder
Chesapeake's ability to reduce debt in the magnitude necessary
without further restructuring transactions, which heightens the
risk of default. Low commodity prices will pressure its available
borrowing capacity under its revolving credit facility and
Chesapeake still has sizable debt maturities in 2017 and 2018.
Endeavor Energy Resources, LP
Moody's downgraded Endeavor's Corporate Family Rating (CFR) to Caa3
from B1 with a negative outlook. This action reflects Endeavor's
significant weakening of credit metrics, liquidity stress,
concentration of reserves in Permian's Midland Basin and weak
capital efficiency. Moody's projects a significant drop in
Endeavor's 2016 and 2017 EBITDA resulting in much weaker leverage
metrics. Endeavor could potentially breach its covenants by the
end of 2016 under its senior secured revolving credit facility.
EV Energy Partners, LP
Moody's downgraded EV Energy's Corporate Family Rating (CFR) to
Caa2 from B2 with a stable outlook. The Caa2 CFR reflects the
effect of weaker commodity prices on EVEP's cash flow-based
leverage metrics in 2016 and particularly in 2017, when its hedge
position deteriorates considerably. The company benefits from a
long-lived reserve base and relatively low production decline rate.
However, Moody's expects that continued underspending and a very
weak equity price will provide steep challenges to the company's
ability to raise capital and add reserves through drilling or
acquisitions such that production is sufficient to service its debt
longer term. As a result, there is a heightened risk of debt
restructuring. Liquidity is weak given our expectation that EVEP's
cash flow generation will diminish materially in 2017 and that the
partnership is likely to have difficulty maintaining compliance
with the leverage-based financial covenants on its revolving credit
facility by the first quarter of 2017.
Legacy Reserves LP
Moody's downgraded Legacy's Corporate Family Rating (CFR) to Caa3
from B2 with a stable outlook. This action reflects expectations
of a significant increase in leverage through 2017, weak liquidity
with heightened risk of a future covenant violation, and weak asset
coverage of debt. The company suspended its MLP distributions,
which will help it live within cash flow in 2016, however in 2017,
it faces a combination of potential production declines, weaker
hedge protection and a high interest expense that will drive EBITDA
and cash flow lower. Moody's believes any asset sale proceeds
would raise the risk of distressed debt repurchases. Without
material capital investment, it will be challenging for Legacy to
reverse production declines beyond 2016.
Resolute Energy Corporation
Moody's downgraded Resolute's Corporate Family Rating (CFR) to Caa3
from B3 with a stable outlook. The Caa3 CFR reflects the material
decline in cash flow-based leverage metrics in 2016 and especially
2017, when hedging volumes diminish substantially. While asset
sales in 2015 allowed the company to reduce debt and provided
needed liquidity, the company is now faced with a relatively small
production base and below breakeven leveraged cash margins
(unhedged) through 2018. Given low commodity prices and what is
likely to be a very limited 2016 capital budget as the company
seeks to preserve liquidity, we do not expect Resolute's EBITDA to
cover interest in 2017. Liquidity is expected to remain adequate
into 2017; however we believe Resolute's leverage is unsustainable
and its debt is likely to be restructured, heightening the risk of
default.
RSP Permian, Inc.
Moody's confirmed RSP's B2 Corporate Family Rating (CFR) with a
stable outlook. The B2 CFR reflects RSP's cash margins derived
from high-quality oil production and moderate cash flow based
leverage metrics, while factoring in the significant capital that
is needed to develop RSP's assets in West Texas. The rating also
considers the company's modest size and scale with additional
growth opportunities embedded in the company's prolific Permian
Basin acreage. Moody's expects RSP to continue to outspend cash
flow through 2016. The company operates almost all of its proved
reserves, providing a high degree of operational control and with
it the flexibility to reduce spending in a low commodity price
environment.
Sanchez Energy Corporation
Moody's downgraded Sanchez's Corporate Family Rating (CFR) to Caa1
with a stable outlook from B2 stable. This action reflects its
heavy debt load with a significant increase in leverage anticipated
in 2017 and increasing concern of a distressed debt restructuring.
Sanchez's oil and natural gas production volumes are almost
entirely hedged in 2016 and will be roughly flat. The only hedge
protection next year is about half of its gas production. As a
result, Moody's expects credit metrics to weaken further in 2017;
burning through cash over the next two years. While Sanchez has
significantly reduced drilling and operating costs, Moody's
believes capital efficiency metrics will weaken through 2017 due to
low expected energy prices. The rating is supported by its good
liquidity, with sufficient cash on hand to cover its drilling
program and full availability on its revolver.
Stone Energy Corporation
Moody's downgraded Stone's Corporate Family Rating (CFR) to Caa2
from B3 with a negative outlook. This action reflects the
company's declining liquidity, high covenant violation and
refinancing risks as well an increasing likelihood of a potential
debt restructuring following the drop in oil prices and a
corresponding anticipated drop in reserves value. Although
management plans to spend significantly less capital in 2016 and
the company had no drawings under its revolver as of November 2015,
we expect the revolver borrowing base to contract, covenant
headroom to drop and refinancing risk to become more prominent in
2016. Despite the benefit of incremental production from several
new deepwater Gulf of Mexico wells in 2016, the company's natural
gas volumes in the Marcellus will remain challenged due to weak
regional price conditions. The Caa2 rating is supported by Stone's
modestly diversified operations, significant liquids production,
low-risk growth potential and sizeable production compared to
similarly rated peers.
Templar Energy, LLC
Moody's downgraded Templar's Corporate Family Rating (CFR) to Ca
from B2 with a negative outlook. The downgrade reflects Templar's
weakening liquidity and very high debt leverage relative to cash
flow, proved reserves and production. While Templar as an
operating entity was only established in December 2012, the
company's Anadarko Basin assets have been significantly de-risked
by previous operators and have producing lives which stretch back
many decades. Moreover, Templar management is well acquainted with
the technical and operating characteristics of the Anadarko Basin
in which it has operated a series of E&P companies over the past
two decades. However, this does little to aid the company's
sustainability as a going concern given its current capital
structure and deteriorating cash flow generation as its 2016 hedged
position rolls off into 2017. Having retained financial advisors
to explore strategic alternatives, it is highly likely that Templar
will restructure its balance sheet.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Issuer: EV Energy Partners, L.P.
Downgrades:
Probability of Default Rating, Downgraded to Caa2-PD from B2-PD
Corporate Family Rating, Downgraded to Caa2 from B2
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
(LGD 5) from Caa1 (LGD 5)
Lowered:
Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: Resolute Energy Corporation
Downgrades:
Probability of Default Rating, Downgraded to Caa3-PD from B3-PD
Corporate Family Rating, Downgraded to Caa3 from B3
Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD
5) from Caa2 (LGD 5)
Affirmations:
Speculative Grade Liquidity Rating, Affirmed SGL-3
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: Legacy Reserves LP
Downgrades:
Probability of Default Rating, Downgraded to Caa3-PD from B2-PD
Corporate Family Rating , Downgraded to Caa3 from B2
Senior Unsecured Regular Bond/Debentures, Downgraded to Ca (LGD
5) from Caa1 (LGD 5)
Lowered:
Speculative Grade Liquidity Rating, lowered to SGL-4 from SGL-3
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: Sanchez Energy Corporation
Downgrades:
Probability of Default Rating, Downgraded to Caa1-PD from B2-PD
Corporate Family Rating, Downgraded to Caa1 from B2
Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2
(LGD 4) from B3 (LGD 4)
Affirmations:
Speculative Grade Liquidity Rating, Affirmed SGL-2
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: Approach Resources Inc.
Downgrades:
Probability of Default Rating, Downgraded to Caa2-PD from B2-PD
Corporate Family Rating, Downgraded to Caa2 from B2
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
(LGD 5) from Caa1 (LGD 5)
Lowered:
Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3
Outlook Actions:
Outlook, Changed To Negative From Rating Under Review
Issuer: Endeavor Energy Resources, L.P.
Downgrades:
Probability of Default Rating, Downgraded to Caa3-PD from B1-PD
Corporate Family Rating, Downgraded to Caa3 from B1
Senior Unsecured Regular Bond/Debentures, Downgraded to Ca
(LGD 5) from B3 (LGD 5)
Withdrawals:
Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-3
Outlook Actions:
Outlook, Changed To Negative From Rating Under Review
Issuer: Bill Barrett Corp
Downgrades:
Probability of Default Rating, Downgraded to Caa2-PD from B2-PD
Corporate Family Rating, Downgraded to Caa2 from B2
Senior Unsecured Regular Bond/Debentures, Downgraded to Caa3
(LGD 4) from B3 (LGD 4)
Lowered:
Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: RSP Permian, Inc.
Confirmations:
Probability of Default Rating, Confirmed at B2-PD
Corporate Family Rating, Confirmed at B2
Senior Unsecured Regular Bond/Debenture, Confirmed at B3 (LGD 5)
Affirmations:
Speculative Grade Liquidity Rating, Affirmed SGL-2
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: Chesapeake Energy Corporation
Downgrades:
Probability of Default Rating, Downgraded to Caa2-PD from B2-PD
Corporate Family Rating, Downgraded to Caa2 from B2
Senior Secured Regular Bond/Debenture, Downgraded to Caa1
(LGD 3) from B1 (LGD 3)
Senior Unsecured Conv./Exch. Bond/Debentures, Downgraded to Caa3
(LGD 5) from B3 (LGD 5)
Senior Unsecured Regular Bond/Debentures, Downgraded to Caa3
(LGD 5) from B3 (LGD 5)
Senior Unsecured Shelf, Downgraded to (P)Caa3 from (P)B3
Lowered:
Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3
Outlook Actions:
Outlook, Changed To Negative From Rating Under Review
Issuer: Stone Energy Corporation
Downgrades:
Probability of Default Rating, Downgraded to Caa2-PD from B3-PD
Corporate Family Rating, Downgraded to Caa2 from B3
Senior Unsecured Regular Bond/Debentures, Downgraded to Caa3
(LGD 4) from Caa1 (LGD 4)
Affirmations:
Speculative Grade Liquidity Rating, Affirmed SGL-4
Outlook Actions:
Outlook, Changed To Negative From Rating Under Review
Issuer: Chaparral Energy, Inc.
Downgrades:
Probability of Default Rating, Downgraded to Ca-PD from B3-PD
Corporate Family Rating, Downgraded to Ca from B3
Senior Unsecured Regular Bond/Debentures, Downgraded to Ca
(LGD 4) from Caa1 (LGD 4)
Lowered:
Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3
Outlook Actions:
Outlook, Changed To Negative From Rating Under Review
Issuer: Templar Energy, LLC
Downgrades:
Probability of Default Rating, Downgraded to Ca-PD from B2-PD
Corporate Family Rating, Downgraded to Ca from B2
Senior Secured Bank Credit Facility, Downgraded to Ca (LGD 4)
from B3 (LGD 4)
Outlook Actions:
Outlook, Changed To Negative From Rating Under Review
[*] Moody's Concludes Reviews for 6 U.S. E&P Companies
------------------------------------------------------
Moody's Investors Service, on Feb. 25, 2016, concluded rating
reviews on three A-rated US exploration and production (E&P)
companies, three Baa-rated US E&P companies, and one associated
midstream MLP. Moody's downgraded 2 companies' ratings one notch, 2
companies' ratings two notches, 2 companies' ratings three notches,
and 1 company's ratings four notches. A list of each company's
rating actions is included below.
Oil prices have dropped substantially reflecting continuing
oversupply in the global oil markets, very high inventory levels
and additional Iranian oil exports coming on line. Furthermore,
North American natural gas and natural gas liquids prices remain
quite weak. Moody's lowered its oil price estimates on January 21
and expects a slow recovery for oil prices over the next several
years. For E&P companies, cash flow declines in tandem with oil and
natural gas prices, with the decline weakening credit metrics and
liquidity, and increasing their negative free cash flow. The drop
in energy prices and corresponding capital markets concerns will
also raise financing costs and increase refinancing risks for E&P
companies.
The drop in oil prices and weak natural gas prices has caused a
fundamental change in the energy industry, and its ability to
generate cash flow has fallen substantially. Moody's believes this
condition will persist for several years. As a result, Moody's is
recalibrating the ratings of many energy companies to reflect this
industry shift. However, the impact of the drop in oil prices and
low natural gas prices will vary substantially from issuer to
issuer. Therefore, Moody's downgraded ratings by one to four
notches.
RATINGS RATIONALE
Apache Corporation
Moody's downgraded Apache's senior unsecured rating to Baa3 from
Baa1, with a negative outlook. Moody's also downgraded Apache's
short-term commercial paper ratings to Prime-3 from Prime-2. The
Baa3 senior unsecured rating incorporates Moody's expectation of
much lower cash flow generation and correspondingly weak cash flow
based credit metrics. The Baa3 rating is supported by Apache's
sizable cash balance, aggressive reductions in capital spending
which has limited anticipated negative free cash flow in 2016 and
2017, and only modest debt maturities through 2020. The company's
asset portfolio benefits from the ownership of producing properties
in the North Sea and Egypt that generate meaningful cash flow even
in a low price environment, adding diversification to its high
quality large acreage positions in multiple basins in North
America. The company also has stronger asset value coverage of debt
than most peers, which combined with its sizable cash balances and
flexible capital spending requirements gives the company the
optionality to further reduce debt in order to strengthen its
metrics over the course of 2016 and 2017.
ConocoPhillips
Moody's downgraded ConocoPhillips's (COP) senior unsecured ratings
to Baa2 from A2, with a negative outlook. Moody's also downgraded
COP's short-term commercial paper ratings to Prime-2 from Prime-1.
The Baa2 senior unsecured rating reflects a reasonable positioning
relative to its independent exploration and production (E&P) peers,
with the benefit of a much larger and more diversified reserves and
production profile, but with a more elevated financial leverage
profile. The company has considerable scale and global geographic
diversification of reserves and production, and a large cash flow
profile generated from a wide base of mature producing assets
across oil, liquids, and oil-linked LNG, as well as a meaningful
legacy position in North American natural gas. We expect COP's cash
flow-based leverage metrics to deteriorate in 2016 and remain weak
through 2017 relative to its investment-grade rated E&P peers. In
addition, COP's debt levels will modestly increase in 2016 as
dividends and capital spending remain in excess of internal cash
flows, despite the benefit of both dividend and capital spending
reductions.
Devon Energy Corporation
Moody's downgraded Devon's senior unsecured ratings to Ba2 from
Baa1, with a negative outlook. At the same time, Moody's assigned
Devon a Ba2 Corporate Family Rating (CFR). The Ba2 CFR reflects
Moody's expectation that Devon will have challenged cash flow and
asset coverage of debt during a sustained low commodity price
environment. The Ba2 CFR also reflects weak operating and capital
productivity as compared to peers. Devon's Ba2 CFR is supported by
the significant size and scale of its E&P operations, its
diversified geographic presence across key onshore hydrocarbon
basins in North America, and a manageable overall portfolio decline
rate. The rating is further supported by Devon's interest in the
EnLink companies, which own a sizeable and valuable midstream
business and represents a source of alternative liquidity for
Devon.
EnLink Midstream Partners, LP
Moody's downgraded EnLink's senior unsecured ratings to Ba2 from
Baa3, with a negative outlook, consistent with the downgrade of the
controlling owner of EnLink's General Partner, Devon Energy. At the
same time, Moody's assigned EnLink a Ba2 Corporate Family Rating
(CFR). While EnLink's stand-alone credit profile is more consistent
with a Ba1 rating, EnLink's high customer concentration risk with
Devon combined with Devon's controlling ownership effectively
limits its rating to that of Devon's. EnLink's stand-alone credit
profile benefits from a very high proportion of fee-based revenue
and strong amount of minimum volume commitments that help provide
volume stability and support cash flow visibility over the next
several years, and an increasingly coordinated growth strategy with
Devon. These strengths are partially offset by EnLink LP's
concentration in the mature Barnett Shale, where volumes have been
in decline, and the need to continue to offset this exposure
through growth in other regions. The rating is also restrained by
the inherent risks associated with EnLink's high-payout master
limited partnership (MLP) business model.
EOG Resources, Inc.
Moody's downgraded EOG's senior unsecured rating to Baa1 from A3,
with a stable outlook. EOG's Baa1 senior unsecured rating reflects
a long track record of good capital reinvestment productivity and
organic growth, and a good liquidity profile through 2017. Given
the weak commodity price outlook, Moody's expects EOG to outspend
cash flow in 2016 and its production to decline modestly, which
will pressure leverage and return metrics. However, we expect
leverage metrics and returns to improve in 2017 and remain well
positioned relative to its Baa-rated E&P peers.
Marathon Oil Corporation
Moody's downgraded Marathon's senior unsecured rating to Ba1 from
Baa1 with a negative outlook. At the same time, Moody's assigned a
Corporate Family Rating (CFR) of Ba1. Marathon's Ba1 CFR reflects
the considerable deterioration of credit metrics likely in 2016 due
to the weak commodity price outlook. The oil focused production
base will contribute to worsening cash margins, cash flow
generation, capital efficiency ratios and leverage metrics. The
company's position as a large independent exploration and
production (E&P) company with a diversified reserve and production
base supports the rating. In 2016, management is likely to adjust
its capital spending program to a significantly lower level and
focus capital expenditures on the North American resource plays
having the best returns and lower risk. There is some refinancing
risk associated with the 2017 and 2018 maturities and liquidity
stress on the company could increase, absent sizable asset sales.
However, the company's large cash balance and undrawn revolver
alleviate near-term liquidity concerns.
Occidental Petroleum Corporation
Moody's downgraded Occidental's (OXY) senior unsecured debt rating
to A3 from A2, with a stable outlook. Moody's also downgraded OXY's
short-term commercial paper rating to Prime-2 from Prime-1. The A3
unsecured debt rating is supported by OXY's substantial scale and
diversification, its long-lived US oil and gas assets predominantly
located in the Permian Basin and its modest financial leverage,
offset by weakness in cash flow brought about by the multi-year low
price of crude oil and US natural gas. Because of its relatively
limited exposure to high decline rate unconventional resource
production, OXY can adjust the capital spending required to
maintain its asset base while generating modest production growth.
OXY entered 2016 with a $4.4 billion cash balance, which readily
funds two years of declining negative free cash flow and helps
enable the company maintain its high cash dividend payout. The size
of its annual dividend pressures OXY's modest retained cash flow to
debt metric, without which would be significantly higher.
Notwithstanding healthy cash balances, minimal debt reduction is
anticipated.
-- Issuer: Burlington Resources Finance Company
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: Burlington Resources Finance Company
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Burlington Resources, Inc.
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: Burlington Resources, Inc.
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Conoco Funding Company
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: Conoco Funding Company
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: ConocoPhillips
-- Issuer Rating, Downgraded to Baa2 from A2
-- Senior Unsec. Shelf, Downgraded to (P)Baa2 from (P)A2
-- Senior Unsecured Commercial Paper, Downgraded to P-2 from P-1
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: ConocoPhillips
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: ConocoPhillips Canada Funding Company I
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: ConocoPhillips Canada Funding Company I
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: ConocoPhillips Canada Funding Company II
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: ConocoPhillips Canada Funding Company II
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: ConocoPhillips Canada Resources Limited
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
from A2
Outlook Actions:
Issuer: ConocoPhillips Canada Resources Limited
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: ConocoPhillips Company
-- Issuer Rating, Downgraded to Baa2 from A2
-- Senior Secured Regular Bond/Debentures, Downgraded to Baa2
from A2
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Baa2
from A2
-- Senior Secured Equipment Trust, Downgraded to Baa1 from A1
-- Senior Secured Shelf, Downgraded to (P)Baa1 from (P)A1
-- Senior Unsecured Shelf, Downgraded to (P)Baa2 from (P)A2
-- Senior Unsecured Medium-Term Note Program, Downgraded to
(P)Baa2 from (P)A2
Outlook Actions:
-- Issuer: ConocoPhillips Company
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: ConocoPhillips Holding Company
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
from A2
-- Issuer: ConocoPhillips Qatar Funding Ltd.
-- Senior Unsecured Commercial Paper, Downgraded to P-2 from P-1
-- Issuer: EOG Resources, Inc.
-- Commercial Paper, Confirmed at P-2
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Baa1
from A3
-- Senior Unsec. Shelf, Downgraded to (P)Baa1 from (P)A3
-- Subordinate Shelf, Downgraded to (P)Baa2 from (P)Baa1
-- Pref. Shelf, Downgraded to (P)Baa3 from (P)Baa2
Outlook Actions:
-- Issuer: EOG Resources, Inc.
-- Outlook, Changed To Stable From Rating Under Review
-- Issuer: Louisiana Land & Exploration Company
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: Louisiana Land & Exploration Company
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Polar Tankers, Inc.
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
from A2
Outlook Actions:
-- Issuer: Polar Tankers, Inc.
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Tosco Corporation
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Baa2
from A2
-- Issuer: Valdez (City of) AK
-- Senior Unsecured Revenue Bonds, Downgraded to Baa2 from A2
-- Senior Unsecured Revenue Bonds, Downgraded to VMIG 3 from VMIG
1
-- Issuer: Occidental Petroleum Corporation
-- Commercial Paper, Downgraded to P-2 from P-1
-- Issuer Rating, Downgraded to A3 from A2
-- Senior Unsec. Shelf, Downgraded to (P)A3 from (P)A2
-- Senior Unsecured Medium-Term Note Program, Downgraded to (P)A3
from (P)A2
-- Senior Unsecured Regular Bond/Debentures, Downgraded to A3
from A2
Outlook Actions:
-- Issuer: Occidental Petroleum Corporation
-- Outlook, Changed To Stable From Rating Under Review
-- Issuer: Maryland Industrial Development Financ. Auth.
-- Senior Unsecured Revenue Bonds, Downgraded to A3 from A2
-- Senior Unsecured Revenue Bonds, Downgraded to VMIG 2 from VMIG
1
-- Issuer: Maury (County of) TN, Indust. Devel. Board
-- Senior Unsecured Revenue Bonds, Downgraded to A3 from A2
-- Issuer: Apache Corporation
-- Senior Unsecured Commercial Paper, Downgraded to P-3 from P-2
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Baa3
from Baa1
Outlook Actions:
-- Issuer: Apache Corporation
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Apache Finance Canada Corporation
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
from Baa1
Outlook Actions:
-- Issuer: Apache Finance Canada Corporation
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Apache Finance Canada II Corporation
-- Senior Unsec. Shelf, Downgraded to (P)Baa3 from (P)Baa1
-- Subordinate Shelf, Downgraded to (P)Ba1 from (P)Baa2
Outlook Actions:
-- Issuer: Apache Finance Canada II Corporation
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Marathon Oil Corporation
Assignments:
-- Probability of Default Rating, Assigned Ba1-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-2
-- Corporate Family Rating, Assigned Ba1
Downgrades:
-- Senior Unsec. Shelf, Downgraded to (P)Ba1 from (P)Baa1
-- Senior Unsecured Commercial Paper, Downgraded to NP from P-2
-- Senior Unsecured Medium-Term Note Program, Downgraded to
(P)Ba1 from (P)Baa1
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Ba1
(LGD 4) from Baa1
Outlook Actions:
-- Issuer: Marathon Oil Corporation
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: St. John the Baptist (Parish of) LA
-- Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa1
-- Issuer: Devon Energy Corporation
Assignments:
-- Probability of Default Rating, Assigned Ba2-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-2
-- Corporate Family Rating, Assigned Ba2
Downgrades:
-- Pref. Shelf, Downgraded to (P)B1 from (P)Baa3
-- Subordinate Shelf, Downgraded to (P)Ba3 from (P)Baa2
-- Senior Unsec. Shelf, Downgraded to (P)Ba2 from (P)Baa1
-- Senior Unsecured Commercial Paper, Downgraded to NP from P-2
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Ba2
(LGD 4) from Baa1
Outlook Actions:
-- Issuer: Devon Energy Corporation
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Devon Financing Corporation U.L.C.
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
(LGD 4) from Baa1
-- Senior Unsecured Shelf, Downgraded to (P)Ba2 from (P)Baa1
Outlook Actions:
-- Issuer: Devon Financing Corporation U.L.C.
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: Devon Financing Trust II
-- Pref. Stock Shelf, Downgraded to (P)B1 from (P)Baa3
Outlook Actions:
-- Issuer: Devon Financing Trust II
-- Outlook, Changed To Negative From Rating Under Review
-- Issuer: EnLink Midstream Partners, LP
-- Senior Unsec. Shelf, Downgraded to (P)Ba2 from (P)Baa3
-- Senior Unsecured Regular Bond/Debentures, Downgraded to Ba2
(LGD 4) from Baa3
Reinstatements:
-- Probability of Default Rating, Reinstated to Ba2-PD
-- Speculative Grade Liquidity Rating, Reinstated to SGL-3
-- Corporate Family Rating, Reinstated to Ba2
Outlook Actions:
-- Issuer: EnLink Midstream Partners, LP
-- Outlook, Changed To Negative From Rating Under Review
[*] Resort Founder's Atty Beats Sanctions Threat by 10th Circ.
--------------------------------------------------------------
Braden Campbell at Bankruptcy Law360 reported that the Tenth
Circuit backed down on Feb. 24, 2016, from disciplining an attorney
who failed to apply for admission to the court in a racketeering
suit pitting his client, a bankrupt resort's founder, against
Cushman & Wakefield and Credit Suisse, accepting his story of woe
on the condition he submit a certificate of good standing
posthaste. The discharge order comes two weeks after the court
asked Philip H. Stillman to show cause why he shouldn't be
disciplined for failure to apply for admission to the court.
[^] BOND PRICING: For the Week from February 22 to 26, 2016
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
99 Cents Only Stores LLC NDN 11.000 35.250 12/15/2019
A. M. Castle & Co CAS 12.750 71.969 12/15/2016
A. M. Castle & Co CAS 7.000 39.000 12/15/2017
AAR Corp AIR 2.250 99.250 3/1/2016
ACE Cash Express Inc AACE 11.000 42.000 2/1/2019
ACE Cash Express Inc AACE 11.000 46.500 2/1/2019
Alpha Appalachia Holdings Inc ANR 3.250 2.750 8/1/2015
Alpha Natural Resources Inc ANR 7.500 0.700 8/1/2020
Alpha Natural Resources Inc ANR 3.750 0.500 12/15/2017
Alpha Natural Resources Inc ANR 7.500 0.500 8/1/2020
Alpha Natural Resources Inc ANR 7.500 0.826 8/1/2020
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 9.625 23.000 10/15/2018
American Eagle Energy Corp AMZG 11.000 17.250 9/1/2019
American Eagle Energy Corp AMZG 11.000 5.250 9/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.125 24.500 11/1/2020
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.375 24.750 11/1/2021
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.119 24.000 8/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.119 23.750 8/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.375 24.125 11/1/2021
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.125 24.250 11/1/2020
American Gilsonite Co AMEGIL 11.500 45.250 9/1/2017
American Gilsonite Co AMEGIL 11.500 45.000 9/1/2017
Approach Resources Inc AREX 7.000 20.500 6/15/2021
Appvion Inc APPPAP 9.000 32.500 6/1/2020
Appvion Inc APPPAP 9.000 38.250 6/1/2020
Arch Coal Inc ACI 7.000 0.902 6/15/2019
Arch Coal Inc ACI 7.250 1.291 6/15/2021
Arch Coal Inc ACI 9.875 1.157 6/15/2019
Arch Coal Inc ACI 8.000 1.375 1/15/2019
Arch Coal Inc ACI 8.000 0.846 1/15/2019
Armstrong Energy Inc ARMS 11.750 33.325 12/15/2019
Armstrong Energy Inc ARMS 11.750 40.625 12/15/2019
Aspect Software Inc ASPECT 10.625 65.000 5/15/2017
Aspect Software Inc ASPECT 10.625 73.750 5/15/2017
Aspect Software Inc ASPECT 10.625 73.750 5/15/2017
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource Finance Corp ARP 9.250 14.189 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource Finance Corp ARP 7.750 14.000 1/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource Finance Corp ARP 9.250 14.875 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource Finance Corp ARP 9.250 14.875 8/15/2021
Avaya Inc AVYA 10.500 26.500 3/1/2021
Avaya Inc AVYA 10.500 20.566 3/1/2021
BPZ Resources Inc BPZR 6.500 4.000 3/1/2015
BPZ Resources Inc BPZR 6.500 2.504 3/1/2049
Basic Energy Services Inc BAS 7.750 19.250 2/15/2019
Basic Energy Services Inc BAS 7.750 18.750 10/15/2022
Berry Petroleum Co LLC LINE 6.375 11.000 9/15/2022
Berry Petroleum Co LLC LINE 6.750 11.000 11/1/2020
Black Elk Energy Offshore
Operations LLC /
Black Elk Finance Corp BLELK 13.750 3.136 12/1/2015
Bon-Ton Department Stores
Inc/The BONT 10.625 62.000 7/15/2017
Bon-Ton Department Stores
Inc/The BONT 10.625 56.625 7/15/2017
Bon-Ton Department Stores
Inc/The BONT 10.625 56.625 7/15/2017
Bonanza Creek Energy Inc BCEI 6.750 30.000 4/15/2021
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 7.875 10.989 4/15/2022
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.625 11.000 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.625 11.125 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.625 11.125 10/15/2020
CNG Holdings Inc CNGHLD 9.375 41.500 5/15/2020
CNG Holdings Inc CNGHLD 9.375 42.000 5/15/2020
Caesars Entertainment
Operating Co Inc CZR 10.000 34.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 12.750 32.500 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 6.500 30.550 6/1/2016
Caesars Entertainment
Operating Co Inc CZR 10.000 32.500 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 30.000 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 8.000 12/15/2015
Caesars Entertainment
Operating Co Inc CZR 11.250 73.500 6/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 33.375 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 11.250 73.500 6/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 33.375 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 32.125 12/15/2018
California Resources Corp CRC 8.000 24.750 12/15/2022
California Resources Corp CRC 6.000 14.100 11/15/2024
California Resources Corp CRC 5.000 16.000 1/15/2020
California Resources Corp CRC 5.500 13.250 9/15/2021
California Resources Corp CRC 8.000 24.750 12/15/2022
California Resources Corp CRC 6.000 12.875 11/15/2024
California Resources Corp CRC 5.000 35.750 1/15/2020
California Resources Corp CRC 6.000 12.875 11/15/2024
California Resources Corp CRC 5.000 15.750 1/15/2020
Cenveo Corp CVO 11.500 47.250 5/15/2017
Cenveo Corp CVO 7.000 43.250 5/15/2017
Chaparral Energy Inc CHAPAR 7.625 10.944 11/15/2022
Chaparral Energy Inc CHAPAR 9.875 9.000 10/1/2020
Chaparral Energy Inc CHAPAR 8.250 8.680 9/1/2021
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chesapeake Energy Corp CHK 6.500 44.900 8/15/2017
Chesapeake Energy Corp CHK 6.625 22.921 8/15/2020
Chesapeake Energy Corp CHK 3.872 20.250 4/15/2019
Chesapeake Energy Corp CHK 7.250 34.375 12/15/2018
Chesapeake Energy Corp CHK 2.500 43.750 5/15/2037
Chesapeake Energy Corp CHK 6.125 20.811 2/15/2021
Chesapeake Energy Corp CHK 5.750 20.889 3/15/2023
Chesapeake Energy Corp CHK 4.875 21.000 4/15/2022
Chesapeake Energy Corp CHK 6.875 22.300 11/15/2020
Chesapeake Energy Corp CHK 2.250 26.000 12/15/2038
Chesapeake Energy Corp CHK 5.375 20.000 6/15/2021
Chesapeake Energy Corp CHK 2.500 45.250 5/15/2037
Chesapeake Energy Corp CHK 6.875 21.250 11/15/2020
Claire's Stores Inc CLE 8.875 15.750 3/15/2019
Claire's Stores Inc CLE 7.750 14.500 6/1/2020
Claire's Stores Inc CLE 10.500 58.000 6/1/2017
Claire's Stores Inc CLE 7.750 14.250 6/1/2020
Clean Energy Fuels Corp CLNE 5.250 42.776 10/1/2018
Cliffs Natural Resources Inc CLF 5.950 20.750 1/15/2018
Cliffs Natural Resources Inc CLF 4.875 11.600 4/1/2021
Cliffs Natural Resources Inc CLF 6.250 11.000 10/1/2040
Cliffs Natural Resources Inc CLF 5.900 8.250 3/15/2020
Cliffs Natural Resources Inc CLF 7.750 22.000 3/31/2020
Cliffs Natural Resources Inc CLF 4.800 10.500 10/1/2020
Cliffs Natural Resources Inc CLF 7.750 14.138 3/31/2020
Cloud Peak Energy
Resources LLC / Cloud
Peak Energy Finance Corp CLD 8.500 39.690 12/15/2019
Community Choice
Financial Inc CCFI 10.750 31.000 5/1/2019
Computer Sciences Corp CSC 6.500 110.274 3/15/2018
Comstock Resources Inc CRK 7.750 9.500 4/1/2019
Comstock Resources Inc CRK 10.000 38.500 3/15/2020
Comstock Resources Inc CRK 9.500 10.000 6/15/2020
Comstock Resources Inc CRK 10.000 33.500 3/15/2020
Cumulus Media Holdings Inc CMLS 7.750 34.580 5/1/2019
Denbury Resources Inc DNR 6.375 26.889 8/15/2021
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 30.000 5/1/2020
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 6.375 27.000 6/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 20.250 9/1/2022
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 6.375 20.125 6/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 6.375 20.125 6/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 20.625 9/1/2022
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 20.625 9/1/2022
EPL Oil & Gas Inc EXXI 8.250 3.625 2/15/2018
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 21.828 4/15/2019
EXCO Resources Inc XCO 7.500 19.150 9/15/2018
EXCO Resources Inc XCO 8.500 12.065 4/15/2022
Eagle Rock Energy
Partners LP / Eagle Rock
Energy Finance Corp EROC 8.375 15.129 6/1/2019
Emerald Oil Inc EOX 2.000 2.750 4/1/2019
Endeavour International Corp END 12.000 1.017 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.000 1.345 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 1.345 7/1/2019
Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Holdings Corp TXU 9.750 35.050 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10.000 3.250 12/1/2020
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10.000 3.125 12/1/2020
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 16.000 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 6.875 2.875 8/15/2017
Energy XXI Gulf Coast Inc EXXI 11.000 11.125 3/15/2020
Energy XXI Gulf Coast Inc EXXI 9.250 4.958 12/15/2017
Energy XXI Gulf Coast Inc EXXI 7.500 3.400 12/15/2021
Energy XXI Gulf Coast Inc EXXI 6.875 3.250 3/15/2024
Energy XXI Gulf Coast Inc EXXI 7.750 4.136 6/15/2019
FBOP Corp FBOPCP 10.000 1.843 1/15/2009
FTS International Inc FTSINT 6.250 10.250 5/1/2022
FairPoint
Communications Inc/Old FRP 13.125 1.879 4/2/2018
Federal Farm Credit Banks FFCB 3.250 97.611 4/26/2028
Federal Farm Credit Banks FFCB 2.720 99.880 4/22/2024
Federal Farm Credit Banks FFCB 3.150 97.750 6/14/2027
Federal Farm Credit Banks FFCB 2.300 100.000 3/28/2022
Federal Farm Credit Banks FFCB 2.900 99.500 12/26/2024
Federal Farm Credit Banks FFCB 3.200 100.016 1/22/2027
Federal Farm Credit Banks FFCB 3.390 100.000 12/3/2029
Federal Farm Credit Banks FFCB 2.910 98.902 3/3/2025
Federal Farm Credit Banks FFCB 3.180 100.017 3/30/2027
Federal Farm Credit Banks FFCB 2.650 100.013 7/21/2023
Federal Farm Credit Banks FFCB 2.650 100.013 7/14/2023
Federal Farm Credit Banks FFCB 2.300 99.856 3/28/2022
Federal Home Loan Banks FHLB 3.250 100.000 6/18/2027
Federal Home Loan Banks FHLB 2.100 99.850 9/27/2021
Federal Home Loan Banks FHLB 2.430 99.500 10/11/2022
Federal Home Loan Banks FHLB 3.200 99.900 3/27/2028
Federal Home Loan Banks FHLB 2.390 100.000 10/4/2022
Federal Home Loan Banks FHLB 1.550 99.207 2/5/2020
Federal Home Loan Banks FHLB 3.000 100.030 10/8/2025
Federal Home Loan Banks FHLB 3.830 100.200 9/4/2035
Federal National
Mortgage Association FNMA 3.250 100.084 3/6/2028
Federal National
Mortgage Association FNMA 3.170 100.063 3/6/2028
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Forbes Energy Services Ltd FES 9.000 33.255 6/15/2019
GT Advanced Technologies Inc GTAT 3.000 0.125 12/15/2020
Gastar Exploration Inc GST 8.625 47.000 5/15/2018
Gibson Brands Inc GIBSON 8.875 48.650 8/1/2018
Gibson Brands Inc GIBSON 8.875 55.450 8/1/2018
Gibson Brands Inc GIBSON 8.875 56.750 8/1/2018
Goodman Networks Inc GOODNT 12.125 30.032 7/1/2018
Goodrich Petroleum Corp GDPM 8.875 1.599 3/15/2019
Goodrich Petroleum Corp GDPM 8.875 4.375 3/15/2018
Goodrich Petroleum Corp GDPM 8.875 1.000 3/15/2018
Goodrich Petroleum Corp GDPM 8.875 0.511 3/15/2019
Goodrich Petroleum Corp GDPM 8.875 0.511 3/15/2019
Gymboree Corp/The GYMB 9.125 20.696 12/1/2018
Halcon Resources Corp HKUS 9.750 10.500 7/15/2020
Halcon Resources Corp HKUS 13.000 15.000 2/15/2022
Halcon Resources Corp HKUS 8.875 11.000 5/15/2021
Halcon Resources Corp HKUS 9.250 8.000 2/15/2022
Halcon Resources Corp HKUS 13.000 15.000 2/15/2022
Hexion Inc HXN 7.875 22.885 2/15/2023
Hexion Inc HXN 9.200 24.500 3/15/2021
Horsehead Holding Corp ZINC 10.500 56.000 6/1/2017
Horsehead Holding Corp ZINC 3.800 11.500 7/1/2017
Horsehead Holding Corp ZINC 9.000 20.000 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
ION Geophysical Corp IO 8.125 40.150 5/15/2018
Illinois Power Generating Co DYN 7.000 43.000 4/15/2018
Illinois Power Generating Co DYN 6.300 34.750 4/1/2020
Interactive Network Inc /
FriendFinder Networks Inc FFNT 14.000 48.250 12/20/2018
James River Coal Co JRCC 7.875 3.050 4/1/2019
James River Coal Co JRCC 4.500 0.400 12/1/2015
K Hovnanian Enterprises Inc HOV 7.000 45.500 1/15/2019
K Hovnanian Enterprises Inc HOV 7.000 45.125 1/15/2019
Key Energy Services Inc KEG 6.750 9.950 3/1/2021
Las Vegas Monorail Co LASVMC 5.500 5.042 7/15/2019
Laureate Education Inc LAUR 9.250 44.250 9/1/2019
Laureate Education Inc LAUR 9.250 63.240 9/1/2019
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.625 10.000 12/1/2021
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 11.620 12/1/2020
Lehman Brothers Holdings Inc LEH 5.000 5.625 2/7/2009
Lehman Brothers Holdings Inc LEH 4.000 5.625 4/30/2009
Lehman Brothers Inc LEH 7.500 3.750 8/1/2026
Light Tower Rentals Inc LHTTWR 8.125 45.000 8/1/2019
Light Tower Rentals Inc LHTTWR 8.125 44.000 8/1/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 8.625 4.750 4/15/2020
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.500 4.250 5/15/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 12.000 11.125 12/15/2020
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.250 4.250 11/1/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 7.750 4.000 2/1/2021
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.500 4.515 9/15/2021
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.250 84.000 11/1/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.250 4.258 11/1/2019
Logan's Roadhouse Inc LGNS 10.750 21.800 10/15/2017
MBIA Insurance Corp MBI 11.882 26.750 1/15/2033
MBIA Insurance Corp MBI 11.882 26.375 1/15/2033
MF Global Holdings Ltd MF 3.375 22.250 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 6.000 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 6.875 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 6.875 5/15/2018
Magnum Hunter Resources Corp MHRC 9.750 23.000 5/15/2020
Manitowoc Co Inc/The MTW 8.500 104.370 11/1/2020
Memorial Production
Partners LP / Memorial
Production Finance Corp MEMP 7.625 24.797 5/1/2021
Memorial Production
Partners LP / Memorial
Production Finance Corp MEMP 6.875 24.794 8/1/2022
Midstates Petroleum Co Inc /
Midstates Petroleum Co LLC MPO 10.000 27.000 6/1/2020
Midstates Petroleum Co Inc /
Midstates Petroleum Co LLC MPO 10.750 0.250 10/1/2020
Midstates Petroleum Co Inc /
Midstates Petroleum Co LLC MPO 9.250 2.200 6/1/2021
Midstates Petroleum Co Inc /
Midstates Petroleum Co LLC MPO 10.000 28.250 6/1/2020
Midstates Petroleum Co Inc /
Midstates Petroleum Co LLC MPO 10.750 0.398 10/1/2020
Midstates Petroleum Co Inc /
Midstates Petroleum Co LLC MPO 10.750 0.398 10/1/2020
Modular Space Corp MODSPA 10.250 27.875 1/31/2019
Modular Space Corp MODSPA 10.250 27.625 1/31/2019
Molycorp Inc MCP 10.000 10.000 6/1/2020
Molycorp Inc MCP 6.000 2.500 9/1/2017
Molycorp Inc MCP 5.500 1.500 2/1/2018
Morgan Stanley MS 2.502 99.750 3/1/2016
Morgan Stanley MS 2.702 99.750 3/1/2016
Murray Energy Corp MURREN 11.250 11.500 4/15/2021
Murray Energy Corp MURREN 9.500 11.500 12/5/2020
Murray Energy Corp MURREN 11.250 13.750 4/15/2021
Murray Energy Corp MURREN 9.500 11.500 12/5/2020
Natural Resource Partners
LP / NRP Finance Corp NRP 9.125 47.230 10/1/2018
Natural Resource Partners
LP / NRP Finance Corp NRP 9.125 46.875 10/1/2018
Natural Resource Partners
LP / NRP Finance Corp NRP 9.125 46.875 10/1/2018
Navistar International Corp NAV 4.750 37.742 4/15/2019
Navistar International Corp NAV 4.500 41.100 10/15/2018
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 28.875 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 29.000 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 28.875 5/15/2019
Nine West Holdings Inc JNY 8.250 22.250 3/15/2019
Nine West Holdings Inc JNY 6.875 16.838 3/15/2019
Nine West Holdings Inc JNY 6.125 14.500 11/15/2034
Nine West Holdings Inc JNY 8.250 23.250 3/15/2019
Noranda Aluminum
Acquisition Corp NOR 11.000 1.000 6/1/2019
Nuverra Environmental
Solutions Inc NESC 9.875 8.000 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 13.000 1/29/2020
Peabody Energy Corp BTU 6.000 3.347 11/15/2018
Peabody Energy Corp BTU 6.500 2.700 9/15/2020
Peabody Energy Corp BTU 6.250 2.930 11/15/2021
Peabody Energy Corp BTU 10.000 4.062 3/15/2022
Peabody Energy Corp BTU 4.750 0.125 12/15/2041
Peabody Energy Corp BTU 7.875 2.860 11/1/2026
Peabody Energy Corp BTU 10.000 5.800 3/15/2022
Peabody Energy Corp BTU 6.000 2.802 11/15/2018
Peabody Energy Corp BTU 6.000 17.250 11/15/2018
Peabody Energy Corp BTU 6.250 2.750 11/15/2021
Peabody Energy Corp BTU 6.250 2.286 11/15/2021
Penn Virginia Corp PVAH 8.500 7.186 5/1/2020
Penn Virginia Corp PVAH 7.250 5.000 4/15/2019
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
PetroQuest Energy Inc PQ 10.000 46.380 9/1/2017
Praxair Inc PX 5.200 103.746 3/15/2017
Prospect Holding Co LLC /
Prospect Holding Finance Co PRSPCT 10.250 50.500 10/1/2018
Prospect Holding Co LLC /
Prospect Holding Finance Co PRSPCT 10.250 46.800 10/1/2018
Quicksilver Resources Inc KWKA 11.000 2.125 7/1/2021
Quicksilver Resources Inc KWKA 9.125 2.500 8/15/2019
RAIT Financial Trust RAS 7.000 97.000 4/1/2031
Resolute Energy Corp REN 8.500 33.000 5/1/2020
Rex Energy Corp REXX 8.875 12.590 12/1/2020
Rex Energy Corp REXX 6.250 8.750 8/1/2022
Rex Energy Corp REXX 8.875 12.000 12/1/2020
Rex Energy Corp REXX 8.875 12.000 12/1/2020
Reynolds American Inc RAI 6.750 106.510 6/15/2017
Rolta LLC RLTAIN 10.750 39.250 5/16/2018
SFX Entertainment Inc SFXE 9.625 5.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 5.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 5.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 5.000 2/1/2019
Sabine Oil & Gas Corp SOGC 7.250 6.938 6/15/2019
Sabine Oil & Gas Corp SOGC 7.500 7.375 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 7.000 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 7.000 9/15/2020
SandRidge Energy Inc SD 8.750 19.500 6/1/2020
SandRidge Energy Inc SD 7.500 4.000 3/15/2021
SandRidge Energy Inc SD 7.500 6.000 2/15/2023
SandRidge Energy Inc SD 8.750 5.250 1/15/2020
SandRidge Energy Inc SD 8.125 5.750 10/15/2022
SandRidge Energy Inc SD 8.125 0.375 10/16/2022
SandRidge Energy Inc SD 7.500 5.750 3/15/2021
SandRidge Energy Inc SD 8.750 25.000 6/1/2020
SandRidge Energy Inc SD 7.500 5.750 3/15/2021
Savient Pharmaceuticals Inc SVNT 4.750 0.225 2/1/2018
Sequa Corp SQA 7.000 15.250 12/15/2017
Sequa Corp SQA 7.000 15.000 12/15/2017
Seventy Seven Energy Inc SSE 6.500 3.490 7/15/2022
Seventy Seven Operating LLC SSE 6.625 19.250 11/15/2019
Seventy Seven Operating LLC SSE 6.625 17.000 11/15/2019
Seventy Seven Operating LLC SSE 6.625 48.000 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 39.000 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 39.000 11/15/2019
Solazyme Inc SZYM 6.000 47.167 2/1/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 49.000 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 55.500 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 45.625 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 45.625 5/15/2018
Speedy Group Holdings Corp SPEEDY 12.000 45.875 11/15/2017
Speedy Group Holdings Corp SPEEDY 12.000 45.875 11/15/2017
SquareTwo Financial Corp SQRTW 11.625 28.500 4/1/2017
Stone Energy Corp SGY 7.500 27.750 11/15/2022
Stone Energy Corp SGY 1.750 55.000 3/1/2017
SunEdison Inc SUNE 2.375 17.750 4/15/2022
SunEdison Inc SUNE 2.000 18.000 10/1/2018
SunEdison Inc SUNE 0.250 13.850 1/15/2020
SunEdison Inc SUNE 2.750 16.000 1/1/2021
SunEdison Inc SUNE 2.625 13.500 6/1/2023
Swift Energy Co SFY 7.875 9.250 3/1/2022
Swift Energy Co SFY 7.125 3.211 6/1/2017
Swift Energy Co SFY 8.875 2.200 1/15/2020
Syniverse Holdings Inc SVR 9.125 37.125 1/15/2019
TMST Inc THMR 8.000 15.250 5/15/2013
Talos Production LLC / Talos
Production Finance Inc TALPRO 9.750 28.000 2/15/2018
Talos Production LLC / Talos
Production Finance Inc TALPRO 9.750 28.250 2/15/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
TetraLogic
Pharmaceuticals Corp TLOG 8.000 26.500 6/15/2019
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 4.250 11/1/2015
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 11.500 30.000 10/1/2020
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 15.000 4.000 4/1/2021
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 7.000 11/1/2015
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 15.000 2.800 4/1/2021
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 11.500 30.750 10/1/2020
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 6.125 11/1/2015
Triangle USA Petroleum Corp TPLM 6.750 14.000 7/15/2022
Triangle USA Petroleum Corp TPLM 6.750 27.000 7/15/2022
Trilogy International
Partners LLC / Trilogy
International Finance Inc TRIINT 10.250 88.063 8/15/2016
Trilogy International
Partners LLC / Trilogy
International Finance Inc TRIINT 10.250 96.500 8/15/2016
UCI International LLC UCII 8.625 18.905 2/15/2019
Vanguard Natural Resources
LLC / VNR Finance Corp VNR 7.875 11.060 4/1/2020
Venoco Inc VQ 8.875 1.500 2/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 14.375 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 18.500 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 0.100 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 5.875 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 5.875 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 1.379 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 1.379 1/15/2019
W&T Offshore Inc WTI 8.500 12.000 6/15/2019
Walter Energy Inc WLTG 9.500 15.000 10/15/2019
Walter Energy Inc WLTG 9.500 14.875 10/15/2019
Walter Energy Inc WLTG 9.500 28.500 10/15/2019
Walter Energy Inc WLTG 9.500 14.875 10/15/2019
Whiting Petroleum Corp WLL 5.000 46.500 3/15/2019
Whiting Petroleum Corp WLL 6.500 36.000 10/1/2018
iHeartCommunications Inc IHRT 10.000 32.500 1/15/2018
iHeartCommunications Inc IHRT 6.875 50.509 6/15/2018
*********
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 ***