/raid1/www/Hosts/bankrupt/TCR_Public/160308.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, March 8, 2016, Vol. 20, No. 68
Headlines
21ST CENTURY: Notifies Patients of Data Security Incident
AFFIRMATIVE INSURANCE: Panel Opposes More Exclusivity, Seeks Ch. 7
AIRCASTLE LTD: Risk Tolerance Approach Provides Help, Moody's Says
ALPHA NATURAL: Mountain Valley's Bid to Lift Stay Denied
ALROSE KING: Case Summary & 5 Unsecured Creditors
ALROSE KING: Files Chapter 11 Anew to Reorganize or Sell Hotel
AMERICAN AIRLINES: Bank Debt Trades at 2% Off
ANIXTER INT'L: Fitch Affirms 'BB+' LT Issuer Default Rating
ARCHDIOCESE OF ST. PAUL: Summit Property Sale Hearing on March 31
ASSOCIATED WHOLESALERS: Di Giorgio Retirement Plan Terminated
ASSOCIATED WHOLESALERS: Filing of Plan Under Seal Opposed
BATE LAND: Laura Williams/Riverdale Tract Valued at $3.8-Mil.
BOOMERANG SYSTEMS: Plan Confirmation Hearing Set for March 9
BUFFETS LLC: Case Summary & 30 Largest Unsecured Creditors
BUFFETS LLC: Files for 'Chapter 33' After Closing 166 Stores
CARMIKE CINEMAS: Moody's Puts 'B2' CFR on Review for Upgrade
CEQUEL COMMUNICATIONS: Bank Debt Trades at 2% Off
CLIFFS NATURAL: Moody's Assigns Caa3 Rating on New $219MM Notes
CRYOPORT INC: Amends $923,791 Related Party Notes
DOVER DOWNS: Reports $1.87 Million Net Earnings for 2015
DRAFTDAY FANTASY: Incurs $44.7 Million Net Loss in Second Quarter
E Z MAILING: Can Employ Porzio Bromberg as Counsel
E Z MAILING: Can Hire Chris Carey as Financial Advisor
E Z MAILING: Seeks to Hire Bederson as Crisis Manager
E Z MAILING: Seeks to Hire Genova Burns as Special Counsel
E Z MAILING: Toyota Industries Asks for Automatic Stay Relief
EFRON DORADO SE: Parties Delay Cash Use Hearing to March 30
ELBIT IMAGING: Unit Inks Agreement to Sell Liberec Plaza
EMIGRANT BANCORP: Fitch to Withdraw 'BB' LT Issuer Default Rating
EZRI NAMVAR: Trustee Obtains Default Judgment vs. Synergy Holdings
FLOORING SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
FORTESCUE METALS: Bank Debt Trades at 24% Off
FORTRESS RESOURCES: Callidus Wins Relief from Bankr. Stay
FORTRESS RESOURCES: Sale of Assets to Quest Energy Completed
FRESH & EASY: Taps Hilco Streambank to Sell IP Assets
FUTUREWORLD CORP: Eastmore Reports 9.9% Stake as of Feb. 23
GEORGIA PROTON: Involuntary Chapter 11 Case Summary
HAGGEN HOLDINGS: Albertson's Settlement Approved by Judge
HAGGEN HOLDINGS: Committee Taps Giuliano as Tax Advisors
HAGGEN HOLDINGS: Core Stores Auction Moved to March 11
HAGGEN HOLDINGS: DIP Lenders Agree to Push Back Core Stores Sale
HAGGEN HOLDINGS: KPMG Provides Tax Compliance & Consulting Svcs.
INEOS GROUP: Bank Debt Due 2018 Trades at 4% Off
INFORMATICA CORP: Bank Debt Trades at 7% Off
INTEGRATED FREIGHT: Taps Stevenson & Company as New Auditors
JOHN PAUL SMITH: Order on Consummation of Chapter 11 Plan Affirmed
JORGE WILSON: Court Partially Grants Bid to Junk Wilson's Suit
JULIO PRUDENCIO: Court Allows 12th Street to Proceed with Eviction
JW RESOURCES: Court Denies Motion to Enforce Sale Order
KAR AUCTION: Moody's Assigns Ba3 Rating on New $1.6-Bil. Loans
KEY SAFETY: Moody's Affirms B1 CFR & Revises Outlook to Negative
MEG ENERGY: Bank Debt Trades at 30% Off
METROPLEX: May Sell NY Property Under Ch. 11 Plan
METROPOLITAN AUTOMOTIVE: Seeks $7.5MM DIP Financing from Bidder
MID-ATLANTIC CORPORATE: Fitch to Withdraw bb- Viability Rating
MONEY CENTERS: RBSM's Bid to Withdraw Reference Granted
NEIMAN MARCUS: Bank Debt Trades at 16% Off
NEWBURY COMMON ASSOCIATES: March 23 Hearing on Transfer, Examiner
NOVELIS: Bank Debt Trades at 8% Off
NRG ENERGY: Bank Debt Trades at 2% Off
PACIFIC SUNWEAR: Hires Restructuring Firm FTI
PALMAZ SCIENTIFIC: Case Summary & 20 Largest Unsecured Creditors
PALMAZ SCIENTIFIC: Lawsuits Force Bankruptcy Filing
PARAGON OFFSHORE: 341 Meeting of Creditors Set for March 24
PATHEON INC: Bank Debt Trades at 5% Off
PENN TRAFFIC: Former Exec Wins Summary Judgment vs. PBGC
PETROLEUM PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
PETROLEUM PRODUCTS: Files for Chapter 11 Bankruptcy Protection
PLUG POWER: Closes $30 Million Loan Facility
PRICEVILLE PARTNERS: Case Summary & 20 Top Unsecured Creditors
PRIMORSK INTERNATIONAL: Use of $2.7-Mil. Cash Collateral Approved
PT HOLDCO: Seeks Recognition of Canadian Orders for Assets Sale
PUERTO RICO: Main Street Launches Ad Campaign on Restructuring
RAAM GLOBAL: Plan Declared Effective; Assets Sold to Highbridge
RAAM GLOBAL: Sale to Highbridge Revised as to Avoidance Actions
RAAM GLOBAL: WesternGeco Seeks to Partially Vacate Sale Order
REPUBLIC AIRWAYS: Court Approves Joint Administration of Cases
REPUBLIC AIRWAYS: May 10 Deadline Set for 503(b)(9) Claims
REPUBLIC AIRWAYS: Payment to Critical Vendors Has Interim Approval
REPUBLIC AIRWAYS: Reclamation Demands Due March 16
REPUBLIC AIRWAYS: Schedules Deadline Extended to April 11
REXNORD: Bank Debt Trades at 5% Off
RIENZI & SONS: Proposes Plan & Claims Settlement With Bank
ROSETTA GENOMICS: Dolphin Offshore Owns 6.2% of Ordinary Shares
S-3 PUMP SERVICE: Case Summary & 19 Largest Unsecured Creditors
SEARS HOLDINGS: Moody's Assigns Ba3 Rating on New $750MM Loan
SFS LTD: B&B and Cunningham Okayed to Continue Pursuing BP Claims
SFS LTD: Delays Hearing on Chapter 7 Conversion
SNEED SHIPBUILDING: Case Summary & 20 Largest Unsecured Creditors
SPENDSMART NETWORKS: Appoints Brett Schnell as CFO
SPIRIT AEROSYSTEMS: Moody's Withdraws Ba1 CFR, Outlook Stable
SPORTS AUTHORITY: Joint Administration of Cases Sought
SPORTS AUTHORITY: Section 341 Meeting Set for March 29
SPORTS AUTHORITY: Taps KCC as Claims and Noticing Agent
SPORTS AUTHORITY: Wants 90-Day Extension of Lease Decision Period
SPX FLOW: Moody's Affirms Ba2 CFR & Changes Outlook to Negative
SUNDEVIL POWER: Court Approves Joint Administration of Cases
SUPERVALU: Bank Debt Trades at 6% Off
TAR HEEL OIL: Case Summary & 20 Largest Unsecured Creditors
TRANSCARE CORP: Employee Sues Equity Fund Over Shutdown
TRANSCARE CORP: In Chapter 7, Sued by Laid-Off Workers
TRAVELPORT INC: Bank Debt Trades at 3% Off
TRONOX INC: Bank Debt Trades at 13% Off
ULTRA PETROLEUM: Moody's Affirms Ca CFR, Outlook Remains Negative
UNIFRAX I: Moody's Lowers CFR to B3, Outlook Stable
UNIVERSAL SECURITY: Trims Net Loss in December 31 Quarter
UPC BROADBAND: Bank Debt Trades at 3% Off
UTE MESA: Seeks Case Dismissal, Not Conversion
VALEANT PHARMACEUTICALS: Bank Debt Trades at 6% Off
VILLAGE MANOR: No Further Contempt Damages for Colonial Health
WALTER ENERGY: Court Authorizes Formation of Walter Retirees' VEBA
WALTER ENERGY: Court Dismisses UMWA Appeal Without Prejudice
WHISKEY ONE: Files Ch. 11 Plan of Reorganization
WHISKEY ONE: Seeks to Obtain $5.1M Financing from Gibraltar
WINDSOR FINANCIAL: Proposes April 21 Plan Confirmation Hearing
WWC HOLDING: Moody's Retains B2 CFR on Loan Upsize Plans
YBOR III LTD: Case Summary & 2 Unsecured Creditors
ZAYO GROUP: Bank Debt Trades at 2% Off
[^] Large Companies with Insolvent Balance Sheet
*********
21ST CENTURY: Notifies Patients of Data Security Incident
---------------------------------------------------------
21st Century Oncology Holdings, Inc., announced that it is
investigating an unauthorized third party intrusion into its
network. The Company provided notice to individuals that may have
been affected by the incident and offering one year of
complimentary identity protection services to those individuals.
On Nov. 13, 2015, the Federal Bureau of Investigation advised 21st
Century that patient information was illegally obtained by an
unauthorized third party who may have gained access to a 21st
Century database. Upon learning of the intrusion, the Company
immediately hired a leading forensics firm to support its
investigation, assess its systems and bolster security. Based on
this investigation, 21st Century has determined that the intruder
may have accessed the database on Oct. 3, 2015, which contained the
personal information of some patients, including their names,
social security numbers, physicians' names, diagnoses and treatment
information, and insurance information. The Company has no
evidence that patients' medical records were accessed.
The FBI asked that 21st Century delay notification or public
announcement of the incident until March 4 so as not to interfere
with its investigation. Now that law enforcement's request for
delay has ended, the company is notifying patients as quickly as
possible. 21st Century continues to work closely with the FBI on
its investigation. In addition to security measures already in
place, the Company said it has also taken additional steps to
enhance internal security protocols to help prevent a similar
incident in the future.
21st Century has no indication that patients' information has been
misused in any way; however, out of an abundance of caution, the
company is offering one year of free identify theft protection
services to potentially affected patients.
21st Century remains committed to maintaining the privacy and
security of our patients' personal information.
About 21st Century
21st Century Oncology, Inc., formerly known as Radiation Therapy
Services, Inc. ("RTS") owns and operates radiation treatment
facilities in the US and Latin America.
The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $1.38 billion in total liabilities, $46.65
million in noncontrolling interests-redeemable, and a $325.04
million total deficit.
* * *
As reported by the TCR on Feb. 27, 2015, Moody's Investors Service
upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and
Probability of Default Rating to B3 and B3-PD, respectively.
The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2
reflects the receipt of a $325 million preferred equity investment
from the Canada Pension Plan Investment Board and subsequent debt
reduction.
In the April 16, 2015, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'B-' corporate credit rating on Fort
Myers-based cancer care provider 21st Century Oncology Holdings
Inc.
AFFIRMATIVE INSURANCE: Panel Opposes More Exclusivity, Seeks Ch. 7
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Affirmative
Insurance Holdings, Inc., et al., is opposing a request by
Affirmative Insurance to extend their exclusive Chapter 11 plan
filing period until April 11, 2016, and insists that the bankruptcy
cases should each be converted to a Chapter 7 liquidation.
In its objection, the Committee avers that the Debtors simply have
not earned the continuing benefit of exclusivity. According to the
Committee, although plan negotiations did take place, as reported
at the hearing on Feb. 25, those negotiations have broken down, and
the Committee has not been invited to any further discussions to
reach a consensual resolution. Without the backing of the
Committee and its members, the Committee believes the Debtors will
be unable to confirm a plan -- in addition to the Debtors'
inability to satisfy administrative expenses upon the effective
date of a plan, there will not be an impaired, accepting class,
determined without including any acceptance of the plan by an
insider.
The Committee has filed a motion to convert the Debtor's case to a
Chapter 7 liquidation. The Committee argues that the Debtors are
incapable of confirming a feasible plan of reorganization or
liquidation. It notes that more than four months and $1.4 million
of professional fees into their cases, the Debtors have failed to
propose a confirmable plan supported by the Committee or its
members. Negotiations between the Debtors and the Committee have
since reached an impasse.
A hearing on the Conversion Motion is scheduled for March 10, 2016.
In the event the Motion to Convert is granted, the Exclusivity
Motion will be moot.
The Creditors Committee's attorneys:
POTTER ANDERSON & CORROON LLP
Jeremy W. Ryan, Esq.
Etta R. Mayers, Esq.
1313 North Market Street, Sixth Floor
P.O. Box 951
Wilmington, DE 19899-0951
Tel: (302) 985-6000
Fax: (302) 658-1192
- and -
KILPATRICK TOWNSEND & STOCKTON LLP
Todd Meyers, Esq.
1100 Peachtree Street NE, Suite 2800
Atlanta, GA 30309-4528
Tel: (404) 815-6500
Fax: (404) 815-6555
Exclusivity Motion
As reported in the Feb. 16, 2016 edition of the TCR, Affirmative
Insurance Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the period by which they have
the exclusive right to: (a) file a chapter 11 plan through and
including April 11, 2016; and (b) solicit acceptances of a chapter
11 plan through and including June 10, 2016.
In support of the extension request, the Debtors state: "The
Chapter 11 Cases have been pending for approximately four months.
Given that the Debtors have made substantial progress in these
Chapter 11 Cases, and that the filing of a confirmable plan is on
the horizon, the Debtors anticipate that the requested extension
will provide them with sufficient time to propose and confirm a
plan."
A hearing on the Exclusivity Motion is scheduled for April 25,
2016, at 10:00 a.m.
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.
AIRCASTLE LTD: Risk Tolerance Approach Provides Help, Moody's Says
------------------------------------------------------------------
The respective approaches of Aircastle Limited (Aircastle, Ba2
positive) and Fly Leasing Limited (Fly, B1 positive) to risk
tolerance, funding and capital policies provide a credit advantage
to Aircastle, said Moody's Investors Services.
In a new report, Moody's provided a credit comparison of Aircastle
and Fly, both mid-sized commercial aircraft leasing companies with
investment strategies focused on newer to mid-life aircraft. The
companies, each well-established niche competitors in aircraft
leasing, specialize in managing aircraft lifecycles and lessee
credit risks in the cyclical airline sector.
Moody's analysts said that Aircastle's credit profile held an
advantage over Fly, in part because of its increased funding
diversity and low leverage which increases its financial and
operational flexibility to manage riskier fleet composition.
However, despite the fact that Fly's fleet is weighted toward
versatile narrow-body models -- reducing its residual risk -- the
company's significant reliance on secured funding, encumbers assets
and constrains its flexibility.
According to the report, Aircastle and Fly have sold older aircraft
and invested in newer models, reducing the residual risks of
obsolescence and declining demand. Fly's average fleet age is
lower at 7.0 years as of September 2015, down from 8.1 in December
2010, but the average age of Aircastle's fleet has declined more
rapidly over this period to 7.7 years from 11 years. However,
Aircastle's fleet has a higher percentage of wide-body aircraft,
which are more challenging to remarket at lease termination.
"Overall, Fly's fleet is lower-risk than Aircastle's, but
Aircastle's greater financial flexibility has allowed it to move
faster in making investments to improve its fleet composition,"
said Moody's Vice President Mark Wasden.
Moody's said that Aircastle and Fly both have high exposure to
emerging markets as each has grown their businesses by leasing more
aircraft in rapidly growing, but volatile, Asia Pacific markets,
including China. The companies' reliance on their respective large
customers is also high, with the top ten customers for each
representing 50% - 55% of the net book value of their fleets.
Still, Moody's analysts said the risk to Fly's operating stability
is higher because its largest customer, Philippines Airlines,
accounts for 12% of the net book value of its fleet, versus 7% for
Aircastle's largest customer, Avianca Brazil.
Moody's noted that, of the two companies, Aircastle maintains a
lower leverage profile. Fly, conversely, will temporarily increase
its already higher leverage as it pivots from dividend payouts to
increased share repurchases.
ALPHA NATURAL: Mountain Valley's Bid to Lift Stay Denied
--------------------------------------------------------
Judge David A. Faber of the United States District Court for the
Southern District of West Virginia, Beckly, denied the motion filed
by Mountain Valley Pipeline, LLC, to lift the stay in the case
captioned MOUNTAIN VALLEY PIPELINE, LLC, Plaintiff, v. KENNETH
DOSIER, et al., Defendants, Civil Action No. 5:15-03858 (S.D.W.
Va.), but granted Mountain Valley an additional 60 days to serve
four remaining defendants after resolution of the bankruptcy action
involving defendant Green Valley Coal Company.
After receiving notice that Alpha Natural Resources, Inc. and
certain of its direct and indirect subsidiaries, including Green
Valley, filed voluntary petitions for relief in the United States
Bankruptcy Court for the Eastern District of Virginia, Judge Faber
ordered that all proceedings in the case be stayed until resolution
of Green Valley's bankruptcy claim.
Mountain Valley moved to lift the stay for the limited purpose of
requesting an order of publication as to four remaining defendants
or, in the alternative, an additional 60 days to serve these
defendants after the bankruptcy stay is lifted.
Judge Faber held that his court does not have jurisdiction to grant
relief from the automatic stay because Mountain Valley did not
state whether it has moved the bankruptcy court for relief from the
automatic stay, whether the relief it seeks could have adverse
effects upon the interest of the debtor, Green Valley, or whether
the requested judicial action is material to the claim against the
debtor.
However, Judge Faber found that Mountain Valley has demonstrated
good cause for an additional 60 days to serve the four defendants.
The judge determined that Mountain Valley had undertaken due
diligence in an attempt to serve the defendants, and thus, the
court must extend the time for service.
A full-text copy of Judge Faber's February 19, 2016 memorandum
opinion and order is available at http://is.gd/C4ipSSfrom
Leagle.com.
Mountain Valley Pipeline, LLC is represented by:
Charles S. Piccirillo, Esq.
K. Brian Adkins, Esq.
SHAFFER & SHAFFER
330 State Street
Madison, WV 25130
Tel: (304)369-0511
Fax: (304)369-5431
Email: cpiccirillo@shafferlaw.net
-- and --
Edward Ryan Kennedy, Esq.
Stephen F. Gandee, Esq.
ROBINSON & MCELWEE
140 West Main Street, Suite 300
Clarksburg, WV 26301-2914
Tel: (304)622-5022
Fax: (304)622-5065
Email: erk@ramlaw.com
sfg@ramlaw.com
Michael Losch, Charles F. Chong, Rebecca A. Chong, Judy Wilda,
Melissa Howard, W. Nathaniel Bernhart, Sara L. Alm, Harold Bostic,
Leressa Bostic, Woodrow Estep, Randy L. Stone, Jr., Donna Huffman,
Suzanne (Soucier) Fry, Harold Butler, Dale L. McMillion, Alicia
McMillion, Lane McMillion, Roger A. Flanagan, Betty J. Flanagan,
Margaret Ann Burkhardt, Phillip Harrah, Tammy A. Capaldo are
represented by:
Isak Jordan Howell, Esq.
ISAK HOWELL, ATTORNEY AT LAW
10 S Jefferson St, Ste 1400
Roanoke, VA 24011-1327
-- and --
Joseph Mark Lovett, Esq.
Derek O. Teaney, Esq.
APPALACHIAN CENTER FOR THE ECONOMY AND THE ENVIRONMENT
415 7th St NE
Charlottesvill, VA 22902
Tel: (434)529-6787
Green Valley Coal Company is represented by:
J. Mark Adkins, Esq.
Patrick C. Timony, Esq.
BOWLES RICE MCDAVID GRAFF & LOVE
600 Quarrier Street
Charleston, WV 25301
Tel: (304)347-1100
Fax: (304)343-2867
Email: madkins@bowlesrice.com
ptimony@bowlesrice.com
Anthony M. Carter, Kimberly Stone, Steve Ballard, Cathy Ballard,
Marietta Clendenen, Clarence A. Thomas, Joyce L. Thomas, Marie
Comer are represented by:
Isak Jordan Howell, Esq.
ISAK HOWELL, ATTORNEY AT LAW
10 S Jefferson St, Ste 1400
Roanoke, VA 24011-1327
-- and --
Derek O. Teaney, Esq.
APPALACHIAN CENTER FOR THE ECONOMY AND THE ENVIRONMENT
415 7th St NE
Charlottesvill, VA 22902
Tel: (434)529-6787
Roger Allen is represented by:
Stephen J. Clarke, Esq.
WALDO & LYLE
301 West Freemason St.
Norfolk, VA 23510
Tel: (757)622-5812
Fax: (757)622-5815
Email: sjc@waldoandlyle.com
-- and --
William J. Stevens, II, Esq.
THE LAW FIRM OF C. JOSEPH STEVENS
PO Box 635
Hamlin, WV 25523-0635
Tel: (304)824-5253
Robert Q. Jones, Elden W. Dotson, Geraldine S. Dotson, Gregory
Wayne Dotson are represented by:
Anna Ruth Ziegler, Esq.
ZIEGLER & ZIEGLER
110 James Street
Hinton, WV 25951
Tel: (304)466-1224
Fax: (304)466-4294
Lake Floyd Club is represented by:
Gregory H. Schillace, Esq.
SCHILLACE LAW OFFICES
Huntington Bank Building, Third Floor
230 West Pike Street
Clarksburg, WV 26302
Tel: (888)290-7794
Fax: (304)624-9100
About Alpha Natural
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second
largest among publicly traded U.S. coal producers as measured by
2014 consolidated revenues of $4.3 billion. As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
ALROSE KING: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Alrose King David LLC
30 East 39th Street
New York, NY 10016
Case No.: 16-10536
Type of Business: Real Property Owner
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Richard J. Bernard, Esq.
Barry G. Felder, Esq.
Alissa M. Nann, Esq.
FOLEY & LARDNER LLP
90 Park Avenue
New York, NY 10016
Tel: 212-338-3586
Fax: 212-687-2329
E-mail: rbernard@foley.com
anann@foley.com
bgfelder@foley.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Allen Rosenberg, managing member.
List of Debtor's five Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Diane E. Lynch Lawsuit Unknown
Internal Revenue Service Tax Liens $6,488,198
P.O. Box 7346
Philadelphia, PA 19101
Joseph Maniscalco, as Plan Plan Administrator $190,838
Administrator
Lawrence Feltzin Lawsuit Unknown
NYS Taxation & Finance Tax Liens Unknown
ALROSE KING: Files Chapter 11 Anew to Reorganize or Sell Hotel
--------------------------------------------------------------
Alrose King David LLC filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-10536) on March
4, 2016, five years after its original Chapter 11 case. Allen
Rosenberg, the managing member, signed the petition.
According to the bankruptcy filing, the Debtor has estimated assets
of $10 million to $50 million and liabilities of at least $10
million.
Alrose King owns a 140-room Allegria Hotel located at 80 W.
Broadway, Long Beach, New York. Alrose Allegria, LLC, an affiliate
of the Debtor, leases the Property.
In a declaration filed with the Court, Mr. Rosenberg said that
given the difficulties in opening the Allegria Hotel, and the
intervening shutdowns caused by major storms, Allegria -- the sole
source of funds for the Debtor -- has been unable to operate the
Hotel under normal conditions for a single calendar year, which has
significantly impacted both the Debtor's and Allegria's revenues
and cash flow.
The Debtor said it intends to work collectively with the Allegria
and Stabilis Fund IV, LP (successor by merger to Brooklyn Federal
Savings Bank) to negotiate an implement a plan to resolve
liabilities, without threat of business interruption. In the event
that the Debtor is unable to reach a consensual resolution with
creditor constituencies, including the taxing authorities, to the
terms of some other plan of reorganization, the Debtor plans to
exit bankruptcy through a sale process.
"A sale of the Property and all assets of Allegria as a going
concern, whether through a plan or Section 363 of the Bankruptcy
Code, is currently being discussed by the main constituencies..."
Mr. Rosenberg related.
Stabilis asserts a secured claim of approximately $31.7 million
against the Debtor. The taxing authorities also assert claims
against the Debtor totaling $22.1 million.
The Debtor is owned 75% by Mr. Rosenberg and 25% by SG Broadway.
Foley & Lardner LLP acts as the Debtor's counsel.
AKD's First Filed Chapter 11 Case
In July 2011, following action by Brooklyn Federal Savings Bank on
its secured debt and other vendors, the Debtor sought protection
under Chapter 11 of the Bankruptcy Code in the Eastern District of
New York, Case No. 11-75361.
By order dated June 18, 2012, the Debtor's Plan of Reorganization
was confirmed, and on the same date, Joseph S. Maniscalco, Esq.,
was appointed as the administrator of the AKD Plan. The effective
date of the AKD Plan was June 18, 2012. The EDNY Court issued a
final decree and order closing the First Chapter 11 case on March
18, 2014.
The AKD Plan provides for the establishment of a GUC Distribution
Fund and sets forth a schedule for the funding of the GUC
Distribution Fund. Under the AKD Plan, a total of $2 million was
to be paid into the GUC Distribution Fund by the Debtor, the
Reorganized Debtor, Allegria and Mr. Rosenberg. Pursuant to a
Stipulation and Order dated Feb. 24, 2014, the payment schedule set
forth in the AKD Plan was modified to extend certain of the due
dates and deadlines. Additional extensions were granted by the
Plan Administrator at Mr. Rosenberg's request.
On Oct. 20, 2015, written notice was provided by the Plan
Administrator to the Debtor and Allegria of the default under the
AKD Plan. The Debtor said it failed to cure its default under the
AKD Plan to date.
On Feb. 10, 2016, the Plan Administrator filed his motion to reopen
and convert to Chapter 7 the First Chapter 11 Case.
According to the Motion to Reopen, the Plan Administrator
represented that the sum of $1,809,162 was paid in the GUC
Distribution Fund, leaving a balance owed in the amount of $190,838
plus attorney's fees and costs. The Motion to Reopen is currently
scheduled to be heard March 23.
Allegria's Chapter 11 Case
On July 2, 2015, Allegria filed a voluntary petition under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York, Case No. 15-11760 in order to
maintain hotel operations, continue generate revenue and to work
out tax liability in an orderly manner. Court filings indicate
that Allegria incurred certain tax liabilities beginning in 2010
that it was unable to pay in full when due.
The major creditor constituencies in the Allegria Chapter 11 Case
are the federal, state and local taxing authorities, all of which
have asserted substantial tax claims. To date, attempts to settle
or otherwise resolve the claims have proven unsuccessful.
By order dated Feb. 5, 2016, the SDNY Court directed the
appointment of a Chapter 11 trustee in the Allegria Chapter 11
Case. By order dated Feb. 10, 2016, the Court approved the
appointment of Kenneth P. Silverman as Chapter 11 trustee in the
Allegria Chapter 11 case. The Allegria Trustee supports the
commencement of the Debtor's Chapter 11 case.
AMERICAN AIRLINES: Bank Debt Trades at 2% Off
---------------------------------------------
Participations in a syndicated loan under which American Airlines
is a borrower traded in the secondary market at 97.68
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.67 percentage points from the
previous week. American Airlines pays 275 basis points above LIBOR
to borrow under the $1.867 billion facility. The bank loan matures
on June 1, 2020 and carries Moody's Ba1 rating and Standard &
Poor's BB+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Feb. 26.
ANIXTER INT'L: Fitch Affirms 'BB+' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Anixter International,
Inc., including the Long-term Issuer Default Rating (IDR) at 'BB+'.
The rating actions affect $1.3 billion of debt including the
undrawn $150 million revolving credit facility (RCF). The Rating
Outlook is Stable.
KEY RATING DRIVERS
Debt to EBITDA Target: Fitch believes Anixter has the capacity to
meet its debt to EBITDA target of 2.5x - 3.0x by the first half of
calendar year 2017 given Fitch's expectations that Anixter will
have $100 million to $200 million of annual FCF available for debt
repayment over the forecast period. Fitch acknowledges that large
opportunistic acquisitions could derail Anixter's deleveraging
plans, but the company has a demonstrated history of reducing
leverage following debt financed acquisitions.
Market Position: Anixter has a leading market position in niche
distribution markets, which Fitch believes contributes to Anixter's
above-average margins for a distributor;
Thin Operating Margins: Anixter has thin operating margins
characteristic of the distribution industry, which amplifies
movement in credit protection measures through the IT cycle;
Diversified: The company has broad diversification of products,
suppliers, customers and geographies, which adds stability to the
company's financial profile by reducing operating volatility;
Exposure to Copper Prices: Anixter has significant unhedged
exposure to copper prices and currency prices; however, the larger
mix of services in the recently acquired Power Solutions business
reduces Anixter's exposure to copper prices.
FCF in Downturn: Counter-cyclical inventory that allows the company
to generate free cash flow in a downturn from inventory
liquidation.
Integration Risks: Anixter faces integration risk following the
Power Solutions acquisition. Integration missteps could impact
planed leverage reduction. Fitch anticipates Anixter will achieve
approximately $40 million in run rate EBITDA synergies from the
Power Solutions and Tri-Ed acquisitions by 2018.
Aging Electric Grid: Fitch believes the aging electric grid in the
U.S. will drive medium- to long-term demand for Anixter's Utility
Power Solutions segment (approximately 19% of expected 2016
revenue). The aging electric grid will need replacements, repair
and upgrades. An increasing mix of natural gas and renewables vs.
coal for electric generation will also drive opportunities around
transmission and substation projects.
Fitch believes the ratings have limited capacity to accommodate
weak demand from Anixter's industrial and OEM customers, which
together represent approximately 30% of revenues, due to global
macro weakness and reduced industrial investment. Many of Anixter's
industrial customers, particularly the customers with emerging
markets exposure, are in or service commodity related industries
that have reduced investment following step price declines in
commodity prices.
Anixter's continued diversification of its business, including a
larger mix of services in the Power Solutions business will reduce
the impact of copper price volatility on gross profit margin.
Contractual prices are reset quarterly, further limiting the
potential impact of copper price volatility.
Anixter's costs with suppliers change to reflect the changing
copper prices, the mark-up to customers remains relatively
constant, resulting in higher or lower sales revenue and gross
profit depending upon whether copper prices are increasing or
decreasing.
The degree to which price changes in the copper commodity spot
market correlate to product price changes, is a factor of market
demand for products. When demand is strong, there is a high degree
of correlation but when demand is weak, there can be significant
time lags between spot price changes and market price changes.
KEY ASSUMPTIONS
-- Revenue synergies and share consolidation support longer-term
organic revenue growth in the low- to mid-single digit range.
Near-term revenue growth will be constrained by FX and
commodity price headwinds.
-- Acquisition activity will remain muted with Anixter focusing
on integration of Power Solutions, as well as continued
integration of Tri-Ed and rationalization post-sale of the
fasteners business.
-- Operating EBITDA margin ranging from 5.5% to 6% through the
intermediate-term, supported by higher revenues and increasing
mix of value added services, despite lower base line
profitability for utilities markets.
-- Approximately $40 million of run rate EBITDA synergies from
the Power Solutions and Tri-Ed acquisitions by 2018.
-- Lower blended capital and working capital intensity following
the divestiture of the Fasteners business supports more
consistent FCF through the cycle.
-- Anixter will use FCF for debt reduction rather than
shareholder returns over the near-term, returning total
leverage to below 3x by the first half of calendar year 2017.
RATING SENSITIVITIES
Negative rating actions could occur if Fitch expects Anixter will
sustain debt to EBITDA above 3x or adjusted leverage (Total Debt
plus 8x annual rent expense to EBITDAR) above 4x likely due to
shift in stated financial policy toward special dividends or other
shareholder returns instead of debt repayment.
Fitch believes positive rating actions are limited in the absence
of management's commitment to more conservative financial policies,
including a meaningfully lower leverage target.
LIQUIDITY
Anixter's liquidity was adequate at Jan. 1, 2016 and was supported
by:
-- $151 million of cash;
-- An undrawn $150 million revolving credit facility; and
-- $210 million available under a $600 million A/R securitization
facility.
Annual FCF of $100 million to $200 million also supports
liquidity.
Total debt was $1.7 billion as of 1/1/2016 and consisted primarily
of the following:
-- $390 million under a A/R receivables facility due 2023
-- $173 million Canadian term due 2020;
-- $350 million 5.625% senior unsecured notes due May 2019;
-- $400 million 5.125% senior unsecured notes due October 2021;
-- $350 million senior unsecured notes due 2023.
Fitch currently rates Anixter as follows:
Anixter International, Inc.
-- Issuer Default Rating (IDR) 'BB+';
Anixter Inc.
-- IDR 'BB+';
-- Senior unsecured notes 'BB+/RR4';
-- Senior unsecured bank credit facility 'BB+/RR4'.
The Rating Outlook is Stable.
ARCHDIOCESE OF ST. PAUL: Summit Property Sale Hearing on March 31
-----------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis noted that on Jan.
28, 2016, the Court entered an order approving the bidding process
for the sale of real property located at 226 Summit Avenue and 230
Summit Avenue in St. Paul, Minnesota. A hearing to approve the
sale will be held on March 31, 2016 at 10:30 a.m., Objections to
the sale should be filed no later than March 25, 2016.
The Archdiocese of Saint Paul and Minneapolis is represented by:
Richard D. Anderson, Esq.
BRIGGS AND MORGAN, P.A.
2200 IDS Center, 80 South 8th Street
Minneapolis, MN 55402
Telephone: (612)977-8400
Facsimile: (612)977-8650
E-mail: randerson@briggs.com
About the Archdiocese of Saint Paul
and Minneapolis
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: Di Giorgio Retirement Plan Terminated
-------------------------------------------------------------
ADI Liquidation, Inc., formerly AWI Delaware, Inc., et al., sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware of a stipulation they reached with the Pension
Benefit Guaranty Corporation regarding the termination of the Third
Stated Di Giorgio Retirement Plan.
Debtor AW Liquidation, Inc. (f/n/a Associated Wholesalers, Inc.),
pursuant to a June 2006 Stock Purchase Agreement, purchased the
stock of Di Giorgio Corporation (n/k/a WR Liquidation). WR
Liquidation previously adopted and currently maintains the Third
Restated Di Giorgio Retirement Plan. The Pension Plan is a frozen
defined benefit plan covered by the Employee Retirement Income
Security Act of 1974, as amended. As of June 30, 2015, the value
of the assets in the Pension Plan was approximately $51.4 million.
The price that Sellers received from AWI for the stock of Di
Giorgio was subject to adjustment following the closing date for
certain potential liabilities and anticipated costs. Assets
(mainly
consisting of AWI Class B shares) were placed in an escrow
account,
referred to as the SPA Escrow, established in accordance with the
SPA for certain adjustment items. In addition, funding of the
Frozen Plan prior to termination was to be accomplished by means
of
redeeming certain AWI Class B shares held in the SPA Escrow.
In October 2014, the PBGC issued a notice determining that the
Pension Plan should be terminated to protect the interests of
participants in the Plan and to avoid any unreasonable increase in
the liability of the PBGC insurance fund.
Separately, the PBGC has filed certain claims against each of the
Debtors, including a claim in the estimated amount of $30,332,982
on account of alleged underfunding of the Pension Plan, a claim in
the estimated amount of $3,170,388 on account of contributions
alleged to be owed to the Pension Plan, and a claim in the
estimated amount of $5,257,500 on account of asserted termination
premiums regarding the Pension Plan.
While the amount, validity and/or priority of the PBGC's claims
remain subject to dispute, the Debtors acknowledge that the
Pension
Plan is significantly underfunded. The Debtors thus concede that
given the nature of their cases, it is unrealistic to expect that
any of the Debtors will be able to continue to sponsor of the
Pension Plan, as none would be able to bear the ongoing financial
burdens of the Pension Plan, which would include substantial
ongoing contributions to the Pension Plan.
Because it cannot be maintained, the Pension Plan must be
terminated, the Debtors aver.
As reported in the March 4, 2016 edition of the TCR, the Debtors
reached a stipulation with the PBGC for the termination of the
Pension Plan. The Stipulation further provides that that the
Debtors may elect to cause funds to be contributed to the Pension
Plan from the Custodial Account, to the extent authorized by
further order of the Court, and that any amounts paid to the
Pension Plan or to the PBGC from the Custodial Account shall be
deemed, at the Debtor's election, to be contributions to the
Pension Plan made prior to, and in connection with, the termination
of the Pension Plan, irrespective of when such amounts are actually
paid, while expressly reserving the rights of the Debtors and other
parties-in-interest regarding the use(s) of the funds in the
Custodial Account.
Mark Minuti, Esq., of Saul Ewing LLP, represents the Debtors.
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.
ASSOCIATED WHOLESALERS: Filing of Plan Under Seal Opposed
---------------------------------------------------------
New World Pasta and Riviana Foods oppose a motion by ADI
Liquidation, Inc., f/k/a AWI Delaware, Inc., to file an unredacted
version of their Chapter 11 Plan and Disclosure Statement under
seal.
The Debtors on Feb. 21 only filed a redacted version of their
Chapter 11 Plan and Disclosure Statement. The Debtors assert that
the redacted portion of the Plan and Disclosure Statement, which
allegedly contains information related to a not-yet-final
settlement agreement between the Debtors, the Official Committee of
Unsecured Creditors (the "Committee"), and C&S Wholesale Grocers,
Inc. ("C&S"), is the type of information Congress sought to protect
from disclosure under 11 U.S.C. Sec. 107(b)(1). Specifically, the
Debtors assert that the not-yet-final settlement agreement
qualifies as "commercial information," pursuant to 11 U.S.C. Sec.
107(b)(1).
However, New World Pasta and Riviana Foods -- Administrative
Claimants -- asserts it is not possible for the Court to make such
a finding because the Debtors have no competitors – they sold
their business in an asset sale to C&S on October 29, 2014.
Further, they point out that the Debtors already should have filed
a motion pursuant to Bankruptcy Rule 9019 last October, when the
Debtors, C&S, and the Committee "reached a global resolution of
their disputes," memorializing the same in a term sheet.
According to the Administrative Claimants, the Debtors' Motion
attempts to conflate, without explanation, terms describing a
not-yet-final settlement agreement and "commercial information."
Not only are the two types of information wholly unrelated, but the
terms of the not-yet-final settlement agreement do not relate to
the "commercial operations of the debtor," nor would disclosure
cause the debtor "commercial injury" or "unfairly benefit [the
Debtors'] competitors." Alterra, 353 B.R. at 75-76.
Rather, according to the Administrative Claimants, the timing of
the Debtors' Motion, Plan, and Disclosure Statement, as well as the
hoops they request the Court and all other parties in interest to
jump through, suggests that the Debtors are more concerned with
ensuring that the Debtors maintain their exclusive control over the
Chapter 11 plan process than they are with providing a plan and
disclosure statement that gives all parties in interest adequate
information on which to evaluate the merits of the Debtors' Plan.
The Administrative Claimants request that the Court deny the
Debtors' Motion and require that the Debtors either file an
unredacted version of the Plan and Disclosure Statement or withdraw
the same.
New World Pasta and Riviana Foods are represented by:
POLSINELLI PC
Christopher A. Ward
Jarrett Vine (Del. Bar No. 5400)
222 Delaware Avenue, Suite 1101
Wilmington, DE 19801
Telephone: (302) 252-0920
Facsimile: (302) 252-0921
E-mail: cward@polsinelli.com
jvine@polsinelli.com
- and -
VORYS, SATER, SEYMOUR AND PEASE LLP
Thomas H. Grace, Esq.
700 Louisiana Street, Suite 4100
Houston, TX 77002
Telephone: (713) 588-7000
Facsimile: (713) 588-7050
E-mail: thgrace@vorys.com
- and -
Kari B. Coniglio, Esq.
Aaron M. Williams, Esq.
200 Public Square, Suite 1400
Cleveland, OH 44114-2327
Telephone: (216) 479-6100
Facsimile: (216) 479-6060
E-mail: kbconiglio@vorys.com
amwilliams@vorys.com
The Chapter 11 Plan
As reported in the Feb. 29 edition of the TCR, ADI Liquidation,
Inc., f/k/a AWI Delaware, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware a Chapter 11 plan of liquidation
and an accompanying disclosure statement.
Under the Plan, holders of general unsecured claims will receive
cash on the initial, subsequent and final distribution dates in the
amount of the Allowed General Unsecured Claim multiplied by the
Initial, Subsequent or Final Distribution Percentage, as
applicable, and, if applicable, a Catch-Up Distribution. General
Unsecured Claims against AWI are estimated to total $30,506,586.
The sale of substantially all of the Debtors' assets to C&S
Wholesale Grocers, Inc., closed on November 12, 2014. Upon
Closing, C&S paid $152,739,122 to Bank of America, N.A. C&S
further delivered cash at closing in the amount of $77,861,113, of
which $74,725,119 was paid to the Debtors following the payment
of,
among other things, real estate taxes, municipal utilities, title
charges and fees. C&S also paid $2,458,397 to Fulton Bank to
collateralize certain letters of credit issued by the bank.
A full-text copy of the Disclosure Statement dated Feb. 21, 2016,
is available at http://bankrupt.com/misc/ADIds0221.pdf
The Debtors are represented by Mark Minuti, Esq., Monique B.
DiSabatino, Esq., at Saul Ewing LLP, in Wilmington, Delaware;
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, Esq., at at Saul
Ewing LLP, in Philadelphia, Pennsylvania.
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.
BATE LAND: Laura Williams/Riverdale Tract Valued at $3.8-Mil.
-------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Wilmington Division issued an
order on the valuation of six properties that were surrendered
under Debtor Bate Land & Timber, LLC's plan of reorganization.
Judge Humrickhouse reached the following valuation conclusions for
the six properties:
(1) Laura Williams/Riverdale tract - $3,800,000
(2) Messick tract - $125,000
(3) Louise McCotter tract - $275,000
(4) Silverthorne A tract - $315,000
(5) New River tract - $225,000
(6) Silverthorne tract - $100,000
The Debtor filed a motion to clarify the Court's Order and alleged
that the "Valuation Order contains one statement that does not
appear to be supported by evidence presented either by Debtor or by
creditor Bate Land Company, LP ("BLC")." The Debtor sought
clarification that the Court's value of the Laura
Williams/Riverdale tract is not affected by the lack of a
prepetition appraisal.
Judge Humrickhouse issued an Order Clarifying Order on Valuation
which states: "Upon review of the evidence, the debtor is correct
that the court mistakenly referenced a pre- petition appraisal of
the Laura Williams/Riverdale Tract, when in fact, BLC's expert
appraiser only conducted a pre-petition appraisal of the Laura
Williams/Oakwood Tract. The Laura Williams/Oakwood Tract is of
larger size than the Laura Williams/Riverdale Tract, but the two
tracts are in the same general location and have similar
characteristics. The court's erroneous citing of the existence of
a pre-petition appraisal of the Laura Williams/Riverdale Tract was
not dispositive of the court's determination of highest and best
use of the Tract, although it would doubtless support the court's
conclusion. As is more specifically set out in the Order on
Valuation, the court relied upon several other factors in arriving
at its conclusion regarding highest and best use. Accordingly, the
court's valuation of the Laura Williams/Riverdale Tract stands at
$3,800,000."
On Feb. 4, 2016, BLC gave notice of its appeal from Judge
Humrickhouse's Order Clarifying Order on Valuation.
Bate Land & Timber, LLC is represented by:
George Mason Oliver, Esq.
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
PO Box 1548
New Bern, NC 28563
Telephone: (252)633-1930
Facsimile: (252)633-1950
E-mail: george@olivercheek.com
Bate Land Company, LP is represented by:
Trawick H. Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
310 Craven Street, Post Office Box 1654
New Bern, NC 28563
Telephone: (252)633-2700
Facsimile: (252)633-9600
E-mail: tstubbs@stubbsperdue.com
About Bate Land & Timber
Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.
The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing. The
petition was signed by Brad Cheers, manager.
The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.
BOOMERANG SYSTEMS: Plan Confirmation Hearing Set for March 9
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware conditionally approved the disclosure statement
explaining Boomerang Systems, Inc., et al.'s Chapter 11 Plan of
Liquidation and scheduled a March 9, 2016, hearing to consider
confirmation of the Plan and final approval of the Disclosure
Statement.
Judge Walrath will also hear objections to the Disclosure Statement
and Plan, including the objections raised by JBT Corporation and
the State of Michigan's Department of Treasury.
JBT, which filed proofs of claims against two Debtors each in the
amount of at least $1,590,378, complained that it cannot determine
whether its contract with Boomerang is being assumed or rejected,
and thus cannot determine what consideration it will receive under
the Plan. JBT asserted that the Plan should clarify exactly how
its claims will be treated.
Michigan Treasury, which filed an administrative, priority and
secured proof of claim in the amount of $9,099, complains that the
Plan failed to provide default language for the non-payment/late
payment of priority claims to be paid over time, which is warranted
under Section 1123(a)(5)(G) of the Bankruptcy Code. Michigan
Treasury asserts that in the event the Debtor elects to pay the
priority tax claims over time as contemplated in the Plan, the
Debtor should expressly provide that interest will be paid
according to the rate determined under applicable non-bankruptcy
law.
JBT is represented by:
Lauren Garraux, Esq.
K&L GATES LLP
405 N. King Street, Suite 700
Wilmington, DE 19801
Tel: (302) 416-7000
Fax: (302) 416-7020
Email: lauren.garraux@klgates.com
-- and --
Robert T. Honeywell, Esq.
K&L GATES LLP
599 Lexington Avenue
New York, NY 10022
Tel: (212) 536-3900
Fax: (212) 536-3901
Email: robert.honeywell@klgates.com
Michigan Treasury is represented by Bill Schuette, Attorney
General, and Heather L. Donald, Assistant Attorney General.
The Debtors are represented by Garvan F. McDaniel, Esq., at Hogan
McDaniel, in Wilmington, Delaware.
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.
BUFFETS LLC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Buffets, LLC 16-50557
DBA Old Country Buffet
DBA Country Buffet
DBA HomeTown Buffet
DBA Ryan's
DBA Ryan's Family Steakhouse
DBA Fire Mountain
DBA Granny's
DBA Tahoe Joe's
DBA Tahoe Joe's Famous Steakhouse
DBA Soup 'N Salad Unlimited
DBA Roadhouse Grill
DBA JJ North's Grand Buffet
FDBA Buffets, Inc.
DBA Ovation Brands
120 Chula Vista Drive
Hollywood Park, TX 78232
Hometown Buffet, Inc. 16-50558
OCB Restaurant Company, LLC 16-50559
OCB Purchasing Co. 16-50561
Ryan's Restaurant Group, LLC 16-50562
Fire Mountain Restaurants, LLC 16-50563
Tahoe Joe's, Inc. 16-50564
Type of Business: Operator of more than 150 buffet style
restaurants in 25 states.
Chapter 11 Petition Date: March 7, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Ronald B. King
Debtors' Counsel: John E. Mitchell, Esq.
David W. Parham, Esq.
AKERMAN, LLP
2001 Ross Avenue, Suite 2550
Dallas, TX 75201
Tel: (214) 720-4300
Fax: (214) 981-9339
Email: john.mitchell@akerman.com
david.parham@akerman.com
- and -
Andrea Hartley, Esq.
Esther A. McKean, Esq.
Amy M. Leitch, Esq.
AKERMAN, LLP
Three Brickell City Centre
98 Southeast Seventh Street
Miami, FL 33131
Tel: (305) 374-5600
Fax: (305) 374-5095
Email: andrea.hartley@akerman.com
esther.mckean@akerman.com
amy.leitch@akerman.com
Debtors' BRIDGEPOINT CONSULTING, LLC
Financial
Advisor:
Debtor's DONLIN, RECANO & COMPANY, INC.
Claims and Re: Buffets, LLC, et al.
Noticing P.O. Box 899
Agent: Madison Square Station
New York, NY 10010
Tel: (212) 771-1128
Estimated Assets: $10 million to $50 million
Estimated Debts: $50 million to $100 million
The petition was signed by Peter Donbavand, vice president.
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Christopher Gage and $11,371,472
Heather Gage
Kyle Long & Robert Pahlke
Robert Pahlke Law Group
2425 Circle Drive, Suite 200
Scottsbluff, NE 69363
Van Eerden Distribution Co $2,992,508
P. 0. Box 3110
Grand Rapids, MI 49501-3110
c/o its Registered Agent,
Tracy Christian
650 Ionia Ave SW
Grand Rapids, MI 49503
Tel: (616) 475-0900
Fax: (616) 475-0990
California State $2,751,261
Tax Collector
1010 10th St.
PO Box 859
Modesto, CA 95353
Pocono Profoods $2,048,563
P. 0. Box 669
Stroudsburg, PA 18360
c/o Pocono Produce Co., Inc,
Rt. 191 & Chipperfield Dr.
Stroudsburg, PA 18360
Pocono Profoods
c/o Pocono Produce Co., Inc.
Attn.: Terrence B. Snyder, its
President
Rt. 191 & Chipperfield Dr.
Stroudsburg, PA 18360
Tel: 570-421-4990
Fax: 570-424-5790
Saladino's Inc. $1,906,498
P. 0. Box 12266
Fresno, CA 93777-2266
Oracle $1,737,175
500 Oracle Parkway
Redwood Shores, CA 94065
Email: kyle.zipes@oracle.com
General Mills -
#1 General Mills Blvd.
Minneapolis, MN 55426
Email: Jim.Vaughan@genmills.com
Micros $1,511,513
500 Oracle Parkway
Redwood Shores, CA 94065
Email: kyle.zipes@oracle.com
Bryce King $1,102,600
1099 Duffer Circle
North Salt Lake, UT 84054
Haag Food Service Inc. $888,240
P. 0. Box 4520
Carol Stream, IL 60197-4520
Realty Income Corporation $789,933
11995 El Camino Real
San Diego, CA 92130
Tel: 800-375-6700
Arc Properties Partnership LP $754,560
Vereit
Suite 1100
2325 East Camelback Road
Phoenix, AZ 85016
Windstream $776,547
4001 Rodney Parham Road
Little Rock, AR 72212
Berta Martin Del Camp $739,690
Khorrami Boucher Sumner
Sanguinetti, LLC
Thirty-Third Floor
444 S. Flower, St.
Los Angeles, CA 90071
Gallagher Basset Services, Inc. $428,639
CFO
The Gallagher Centre
2 Pierce Place
Itasca, IL 60143
SYSCO Food Service $420,189
P. O. Box 509101
San Diego, CA 92150-9101
Cole BU Portfolio II, LLC $378,725
Vereit
Suite 100
2325 East Camelback Road
Phoenix, AZ 85016
Spirit Master Funding VII LLC $377,735
Attn: Portfolio Servicing
16767 N. Perimeter Drive
Scottsdale, AZ 85260
Food Services of America $301,196
P. 0, Box 3929
Portland, OR 97208
ADP $261,923
5800 Windward Parkway
Alpharetta, GA 30005
Illinois State $237,178
Office of the State Fire Marshal
1035 Stevenson Drive
Springfield, IL 62703-4259
Missouri State Dept. of Revenue $202,938
Email: dormall@dor.mo.gov
Sunrise Produce $199,169
500 Burning Tree Road
Fullerton, CA 92833
Fax: 323-582-5222
Email: customerservice@sunriseproduce.com
Ohio State $179,975
Ohio Dept. of Taxation
P. 0. Box 2476
Columbus, OH 43266-0076
Pennsylvania State $178,890
Dept. of Revenue
Dept. 280421
Harrisburg, PA 17128-0421
South Carolina State $153,152
Unclaimed Property Program
P. 0. Box 11778
Columbia, SC 29211
New York State $139,949
Dept. of State
41 State St.
Albany, NY 12231
Icee Company $137,931
1205 DuPont Ave.
Tel: 1-800-874-4233
E-Mail: contacticee@icee.com
Minnesota State Secretary of State $134,353
Alabama State Dept. Revenue $125,518
BUFFETS LLC: Files for 'Chapter 33' After Closing 166 Stores
------------------------------------------------------------
Buffets LLC, operator of Country Buffet, HomeTown Buffet, Ryan's,
Ryan's Family Steakhouse, Granny's, Tahoe Joe's, Tahoe Joe's Famous
Steakhouse, Soup 'N Salad Unlimited, Roadhouse Grill, J.J. North's
Grand Buffet and Ovation Brands restaurants, filed for Chapter 11
bankruptcy protection marking the third time in less than a decade
that the all-you-can-eat brands have sought creditor protection.
To finance the Chapter 11 filing, Buffets LLC has arranged a $2
million loan -- with a possibility of requesting an additional $2
million -- from Alamo CRG, LLC, which is also the proposed
purchaser of the new equity to be issued under the Debtors'
proposed plan. The loan matures 180 days from the initial
advance.
In August 2015, Buffet Restaurants Holdings merged into Alamo
Ovation, LLC, and operated 300 buffet restaurants following the
merger. In October 2015, an $11.37 million judgment against
Buffets, LLC was awarded to plaintiffs in a 2014 court case in
Wyoming for an incident dating back to 2010, which lawsuit was
"apparently overlooked" and not disclosed by the previous
management during merger negotiations. The financial results since
the merger have been far less than expected, as sales were down 22
percent from the seller's projections.
Due to the numerous underperforming restaurants, the Debtors closed
and vacated 74 stores several weeks prior to the Petition Date and
closed another 92 stores -- and cut 6,000 jobs -- immediately
preceding the bankruptcy filing which the Debtors will vacate
within the next 7-10 days. As of the Petition Date, the Debtors
continue to operate 150 stores with about 9,000 employees in 25
states.
"The Debtors have diligently evaluated, in consultation with their
professionals, a number of options to address the Debtors' current
financial issues. These efforts have included retaining a Chief
Restructuring Officer, Bill Patterson of Bridgepoint Consulting,
LLC, for the Debtors with the goal of consensually restructuring
the Debtors' restaurant footprint and balance sheet," Peter
Donbavand, vice president for business development of Buffets, LLC,
said in a court filing.
"The Debtors have commenced these cases in order to fully implement
their restructuring efforts and to deal with both legacy costs and
those liabilities resulting from the store closures. The Debtors
believe that once they shed themselves of the burdens associated
with the Wyoming litigation and the unprofitable stores, they can
focus their efforts on their successful stores which will provide
sufficient cash to fund the Debtors' ordinary course expenses and
enable the Debtors to become a profitable enterprise."
Debt Structure
As of the Petition Date, Buffets is the primary obligor on several
term notes the approximate principal amounts of which total in the
aggregate $46,168,000 (the "Loans"). Buffets pledged all of its
assets as collateral to secure the Loans. The Loans are guaranteed
by each of the Debtors as well as the following non-debtors: Alamo
Ovation, LLC, Buffets Restaurants Holdings, Inc. and Buffets
Holdings, LLC. In addition, the Debtors have unsecured debt in an
aggregate amount exceeding $60 million which includes over $18
million in ordinary course trade debt and rent that was unpaid as
of the Petition Date.
First Day Motions
The Debtors are filing "first-day" applications and motions. The
relief sought in the various First Day Motions will allow the
Debtors to, among other things, (a) establish certain
administrative procedures to promote a seamless transition into
Chapter 11; (b) continue to operate effectively; and (c) protect
their assets and interests from any actions that may be taken by
third parties. A hearing on the First Day Motions is scheduled for
March 8, 2016 at 2:30 p.m. (Prevailing Central Time).
A copy of the affidavit in support of the First Day Motions is
available for free at:
http://bankrupt.com/misc/Buffets_23_1st_Day_Affidavit.pdf
About Buffets LLC
Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S. The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R). These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price. In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).
Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012 after shedding $255 million in
debt and closing 140 restaurants that were less profitable.
In August 19, 2015, Alamo Ovation, LLC acquired Buffets
Restaurants Holdings, Inc., and as a result of the merger, Buffets
operated over 300 restaurants in 35 states.
Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016. The cases are assigned to
Judge Ronald B. King.
The Debtors tapped Akerman LLP as bankruptcy counsel and Donlin
Recano as claims and noticing agent.
CARMIKE CINEMAS: Moody's Puts 'B2' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed Carmike Cinemas, Inc. B2 Corporate
Family Rating, Ba2 senior secured credit facility, and B1 senior
secured second lien notes on review for upgrade. The review is
prompted by AMC Entertainment Inc.'s (AMC, B1 stable) announcement,
on March 3, 2015, that they had entered into a definitive merger
agreement to acquire Carmike for $1.1 billion, including the
assumption of debt.
The all-cash transaction, expected to close in the last quarter of
2016, subject to customary closing conditions including regulatory
approval and approval by Carmike's shareholders. The combined
entity, with over 600 theatres and more than 8,000 screens
generating close to $3.8 billion, will become the largest theatre
company in the U.S. It will control nearly 25% of the total U.S
box office, followed by Regal Entertainment (B1 stable) and
Cinemark (B1 stable) which, together, control approximately 30%.
AMC's offer price represents approximately 6.8x reported 2015
Carmike EBITDA (adjusted for synergies of $35 million) equal to
nearly $370 thousand per screen. Cash paid to Carmike shareholders
to acquire the equity will be approximately $757 million (at a
19.47% premium, equal to $30 per share), net transaction fees.
Consideration also includes net debt of around $400 million
(including $230 million in second lien notes).
AMC will seek a waiver from Carmike's lenders to avoid triggering
the change in control provision which would put the debt to AMC,
requiring full repayment at the close of the transaction. Citigroup
has committed to backstop AMC with financing in the event the put
was exercised.
Moody's rating actions assume the planned financing, transaction
terms and conditions, as well as the pro forma capital structure
remain materially unchanged. In the event modifications are made
to the deal, our view of the credit risk could change. If the
transaction occurs as proposed, Moody's expects to withdraw all of
Carmike's ratings, including the B2 CFR and the instrument level
ratings.
A summary of actions follow:
On Review for Upgrade:
Issuer: Carmike Cinemas, Inc.
Probability of Default Rating, currently B2-PD
Corporate Family Rating, currently B2
Senior Secured Bank Credit Facility, currently Ba2 (LGD1)
Senior Secured Regular Bond/Debentur, currently B1 (LGD3)
Outlook Actions:
Outlook, Changed To Rating Under Review From Stable
Unchanged:
Speculative Grade Liquidity Rating, unchanged at SGL-1
RATINGS RATIONALE
The review for upgrade reflects the benefit of merging with a
higher-rated, larger entity, with a capital structure that is
expected to lower the credit risk in the second lien note. The
assumption of the notes in AMC's capital structure will reduce
credit risk for lenders of the instrument, with over $2 billion in
junior debt supporting the obligation.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
Headquartered in Columbus, Georgia, Carmike operates 276 cinema
theaters with 2,954 screens located in 41 states, primarily in
small to mid-sized communities. With 2015 revenue of approximately
$804.3 million, the company is the fourth largest theatre operator
in the U.S. The company is being acquired by AMC, 78% owned by
Dalian Wanda Group Co., Ltd., and headquartered in Leawood, Kansas,
which operates 387 theatres with 5,426 screens, primarily in major
metropolitan markets in the United States. With 2015 revenue of
approximately $2.9 billion, AMC is the second largest theatre
operator in the US.
CEQUEL COMMUNICATIONS: Bank Debt Trades at 2% Off
-------------------------------------------------
Communications Holdings is a borrower traded in the secondary
market at 97.93 cents-on-the-dollar during the week ended Friday,
Feb. 26, 2016, according to data compiled by LSTA/Thomson Reuters
MTM Pricing. This represents an increase of 0.53 percentage points
from the previous week. Cequel Communications pays 325 basis
points above LIBOR to borrow under the $2.313 billion facility. The
bank loan matures on Dec. 26, 2022 and carries Moody's and Standard
& Poor's did not give any rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Feb. 26.
CLIFFS NATURAL: Moody's Assigns Caa3 Rating on New $219MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Cliffs Natural
Resources Inc.'s new $219 million 1.5 Lien secured notes maturing
in 2020. At the same time, Moody's downgraded the 2nd Lien secured
notes to Ca from Caa3. The probability of default rating (PDR) was
changed to Ca-PD/LD. Moody's views the exchange of new 1.5 lien
secured notes for existing senior unsecured and 2nd lien secured
notes as a distressed exchange and limited default under Moody's
definition of default. The LD designation will be removed within 3
business days and the PDR will be Ca-PD. All other ratings were
affirmed, including the Ca corporate family rating (CFR) and SGL-3
Speculative Grade Liquidity rating. The outlook is negative.
Issuer: Cliffs Natural Resources Inc.
Affirmations:
Probability of Default Rating, Affirmed Ca-PD /LD
Speculative Grade Liquidity Rating, Affirmed SGL-3
Corporate Family Rating, Affirmed Ca
Senior Secured 1st Lien Global Notes, Affirmed Caa1 (LGD2)
Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD5)
Assignments:
Senior Secured 1.5 Lien Global Notes, Assigned Caa3 (LGD3)
Downgrades:
Senior Secured 2nd Lien Notes, Downgraded to Ca (LGD3) from Caa3
(LGD3)
Outlook Actions:
Outlook, Remains Negative
RATINGS RATIONALE
The Ca CFR incorporates expectations for continued weakening in
debt protection metrics and high leverage. Moody's estimates that
leverage, as measured by the debt/EBITDA ratio was approximately
13x at year-end 2015. The company's performance deteriorated over
the course of 2015 due to weakness in the iron ore markets and the
US steel industry, notwithstanding the contract nature of Cliffs US
iron ore business. Moody's expects continued stress on metrics in
2016 due to weak industry fundamentals with respect to both iron
ore prices and demand from the US steel industry. Capacity
utilization, although up from the low 60% levels seen in 2015
remains low at roughly 69% through February 20, 2016, although
improvement has been noticeable in recent weeks. Nonetheless,
Moody's do not expect material improvement in 2016 and believe
capacity utilization will average between 70 and 74%.
Notwithstanding the exchange of roughly $512 million in existing
notes for $219 million in new notes, the company remains highly
leveraged with pro-forma leverage measured at around 12x.
The negative outlook incorporates the challenges that continue to
face the company in light of weaker iron ore prices and steel
industry conditions. The outlook also reflects the need to
renegotiate material offtake contracts expiring in December 2016
and January 2017.
The Speculative Grade Liquidity rating of SGL-3 continues to
reflect our expectation for adequate liquidity despite increased
cash consumption on lower earnings and cash flow generation, as
well as higher seasonal working capital requirements in the first
several months of 2016.
The ratings could be downgraded should performance not show an
improving trend or should liquidity contract. Ratings upgrade
could be considered should Cliffs be able to achieve and sustain
leverage, as measured by the debt/EBITDA ratio of no more than
7.5x, (CFO-dividends)/debt of at least 5% and EBIT/interest of at
least 1x.
The C rating on the senior unsecured notes reflects their weak
position and poor recovery prospects given their position in the
capital structure behind the 1st lien and 1.5 lien secured notes as
well as the ABL facility, which has a priority interest in
receivables and inventory and proceeds therefrom. The 1st lien,
1.5 lien and 2nd lien secured notes share the same collateral
package and are secured by plant, property and equipment, including
mineral rights. Their ratings reflect their relative position in
the capital structure and the diminishing protection afforded the
1.5 lien and 2nd lien secured note holders. The downgrade of the
2nd lien secured notes to Ca, reflects the further weakening in
their position by the introduction of the 1.5 lien secured notes.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America with approximately 25.5 million equity
tons of annual capacity. In addition, the company participates in
the international seaborne iron ore markets through its subsidiary
in Australia. Cliffs' operations at Bloom Lake are being
restructured under the Canadian Companies' Creditors Arrangement
Act CCAA) and in May 2015, its Wabush iron ore operations in
Canada, which had been permanently closed, were included in the
CCAA filing. For the twelve months ended September 30, 2015, the
company had revenues of $2.4 billion (which includes revenues in
the fourth quarter of 2014 from the Canadian and Coal segments,
subsequently classified as discontinued operations). In December
2015, Cliffs' remaining coal operations - the Pinnacle Mine and the
Oak Grove Mine were sold to Seneca Coal Resources, LLC. The
transaction was valued at roughly $268 million based upon the
assumption of all liabilities by Seneca Coal. Cliffs' revenues for
the fiscal year ended Dec. 31, 2015, were approximately $2 billion.
CRYOPORT INC: Amends $923,791 Related Party Notes
-------------------------------------------------
Cryoport, Inc., and its wholly owned subsidiary Cryoport Systems,
Inc., amended certain related party notes with an aggregate
outstanding principal balance of $923,791 and issued warrants to
purchase a certain number of shares of the Company's Common Stock,
according to a regulatory filing with the Securities and Exchange
Commission. The Company also amended another related party note
with on outstanding principal balance of $35,761 to extend the term
of that note to April 1, 2016.
On March 1, 2016, the Company and Cryoport Systems entered into
material definitive agreements with three note holders to amend and
restate the Outstanding Notes, which were to become due on March 1,
2016, pursuant to certain Second Amended and Restated Promissory
Notes dated as of Feb. 29, 2016. The Amended and Restated Notes
increased the interest rate to 7% per annum, extended the term to
April 1, 2017, and modified the repayment provisions to provide for
(i) repayment on March 1, 2016, of the outstanding amount of
interest accrued through Feb. 29, 2016, (ii) repayment of 10% of
the original principal balance and accrued interest of such notes
on a quarterly basis commencing April 1, 2016, and (iii) payment of
the remaining outstanding balance on April 1, 2017. In addition,
the Company issued such note holders warrants for the purchase of
5,553, 7,088, and 11,910 shares, respectively, of the Company's
Common Stock at an exercise price of $1.88 per share, immediately
exercisable and expiring on
April 1, 2019. The Company also agreed to reimburse up to $5,000
of legal fees incurred by the note holders.
On March 1, 2016, the Company and Cryoport Systems entered into a
verbal agreement with one note holder to extend the term of another
related party note with an outstanding principal balance of $35,761
to extend the term to April 1, 2016.
The three Amended and Restated Notes were issued in the aggregate
original principal amounts of $448,163, $266,686, and $208,941. The
Amended and Restated Notes accrue interest at a rate of 7% per
annum. All principal and interest under the Amended and Restated
Notes will be due and shall be paid on the earlier of (i) April 1,
2017, (ii) the date of a sale of all or substantially all of the
assets of the Registrant or Cryoport Systems, or (ii) the date of a
merger, consolidation or other similar reorganization of a
Registrant affiliate or Cryoport Systems with another entity. The
Company may not prepay the Amended and Restated at any time without
prior written consent of the Amended and Restated Note holder. The
Company agreed to reimburse up to $5,000 of legal fees incurred by
the Amended and Restated Note holders.
The Exchange Note was issued in the aggregate principal amount of
$35,761. The Exchange Note accrues interest at a rate of 6% per
annum. All principal and interest under the Exchange Note will be
due on April 1, 2016. The Company may prepay the Note at any time
without penalty.
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.
DOVER DOWNS: Reports $1.87 Million Net Earnings for 2015
--------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc., filed with the Securities
and Exchange Commission its annual report on Form 10-K disclosing
net earnings of $1.87 million on $183 million of revenues compared
to a net loss of $706,000 on $185 million of revenues for the year
ended Dec. 31, 2014.
As of Dec. 31, 2015, Dover Downs had $174 million in total assets,
$58.9 million in total liabilities and $115 million in total
stockholders' equity.
The Company's auditors, KPMG LLP, in Philadelphia, Pennsylvania,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company's credit facility expires on Sept. 30, 2016, and at
present no agreement has been reached to refinance the debt.
At Dec. 31, 2015, the Company had a credit agreement with a bank
group. The maximum borrowing limit under the facility was
$45,000,000 as of Dec. 31, 2015. At Dec. 31, 2015, there was
$31,500,000 outstanding under the facility. The credit facility is
classified as a current liability as of Dec. 31, 2015, in the
Company's consolidated balance sheets as the facility expires on
Sept. 30, 2016.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/hBOg6c
About Dover Downs
Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker. The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space. Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season. Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops. Visit http://www.doverdowns.com/
DRAFTDAY FANTASY: Incurs $44.7 Million Net Loss in Second Quarter
-----------------------------------------------------------------
DraftDay Fantasy Sports, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $44.69 million on $1.78 million of revenues for the
three months ended Dec. 31, 2015, compared to a net loss of $22.23
million on $1.54 million of revenues for the same period in 2014.
For the six months ended Dec. 31, 2015, the Company reported a net
loss of $58.10 million on $3.25 million of revenues compared to a
net loss of $39.83 million on $2.89 million of revenues for the six
months ended Dec. 31, 2014.
As of Dec. 31, 2015, Draftday had $38.81 million in total assets,
$60.08 million in total liabilities, $12.28 million in series C
convertible redeemable preferred stock, and a $33.54 million total
stockholders' deficit.
"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue. Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed. There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the filing.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/K260M4
About DraftDay
DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers
a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams. DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake. Sportech
owns 35%. By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market. DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.
E Z MAILING: Can Employ Porzio Bromberg as Counsel
--------------------------------------------------
E Z Mailing Services, Inc., sought and obtained Bankruptcy Court
approval to employ Porzio, Bromberg & Newman, P.C., as its
attorney.
Porzio will:
a) advise the Debtors of their rights, powers, and duties as
debtors-in-possession in continuing to operate and manage its
assets;
b) advise the Debtors concerning, and assisting in the
negotiation of and documentation of post-petition financing, the
use of cash collateral, debt restructuring and related
transactions;
c) review the nature and validity of agreements relating to the
Debtors' business and property and advise the Debtors in connection
therewith;
d) review the nature and validity of liens, if any, asserted
against the Debtors and advise as to the enforceability of such
liens;
e) advise the Debtors concerning the actions the Debtors might
take with respect to property of the estate, including, with
respect to an 11 U.S.C. Section 363 sale of substantially all of
the Debtors' assets;
f) prepare on the Debtors' behalf all necessary and appropriate
applications, motions, pleadings, orders, notices, petitions,
schedules, and other documents, and review all financial and other
reports to be filed in the Debtors' chapter 11 cases;
g) advise the Debtors concerning, and preparing responses to,
applications, motions, pleadings, notices, and other papers which
may be filed in the Debtors' chapter 11 cases;
h) counsel the Debtors in connection with formulation,
negotiation and promulgation of a plan of
reorganization/liquidation and related documents; and
i) perform all other legal services for and on behalf of the
Debtors which may be necessary or appropriate in the administration
of its chapter 11 case and the Debtors' business and property,
including advising and assisting the Debtors with respect to debt
restructuring, asset dispositions, and litigation matters.
Porzio will seek compensation based upon its normal hourly billing
rates. The present hourly rates for the attorneys who are expected
to be most actively involved with the Chapter 11 cases ranges from
$365 to $765 per hour. The present hourly rate for the
paraprofessionals who are expected to be most actively involved
with these cases is $220 per hour. Porzio will also seek
reimbursement of necessary and reasonable out-of-pocket expenses.
Porzio was paid $60,000 for prepetition services to the Debtors.
The Debtors have agreed to pay Porzio a retainer of $25,000 to be
applied against the final invoice owed by the Debtors to Porzio for
post-petition services.
Warren J. Martin, Jr., Esq., a principal of Porzio, assures the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors.
The firm can be contacted at:
Warren J. Martin Jr., Esq.
Michael J. Naporano, Esq.
Kelly D. Curtin, Esq.
Rachel A. Parisi, Esq.
PORZIO, BROMBERG & NEWMAN, P.C.
100 Southgate Parkway
Morristown, New Jersey 07962
Tel: (973) 538-4006
Fax: (973) 538-5146
E-mail: wjmartin@pbnlaw.com
mjnaporano@pbnlaw.com
kdcurtin@pbnlaw.com
raparisi@pbnlaw.com
E Z Mailing Services Inc. and United Business Freight Forwarders,
transportation logistics companies, filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016. Ajay Aggarwal, the president,
signed the petitions. The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million. Porzio,
Bromberg & Newman, PC, serves as counsel to the Debtors. Judge
Stacey L. Meisel presides over the cases.
E Z MAILING: Can Hire Chris Carey as Financial Advisor
------------------------------------------------------
E Z Mailing Services, Inc., sought and obtained Bankruptcy Court
approval to employ Chris Carey Advisors, LLC, as financial
advisor.
The Debtor said that the employment of Chris Carey is necessary for
financial advisory services in improving the profitability of the
Debtors' business operations through financial measurements and
reporting, changes to organizational structure, improving customer
profitability, optimizing asset utilization warehousing, improving
productivity, leveraging information technology and reducing costs,
as well as to assist with arranging funding to replace the PNC Bank
debt.
For its professional advisory services, Chris Carey Advisors, LLC,
will charge for its services at a rate of $25,000 monthly for four
months. The total engagement is expected to be $100,000.
For financing services, including arranging funding to replace the
PNC Bank debt, Chris Carey Advisors, LLC, will charge an engagement
fee of $25,000, with 50% payable at Court approval and 50% due in
60 days thereafter. Chris Carey Advisors, LLC, will also be
entitled to 3% of the total line commitment offered by lenders
brought to the table by Chris Carey Advisors, LLC (but the Debtors
will not owe any fees if the Debtors raise this capital on their
own), and for all reasonable out-of-pocket expenses, with any
expenses in excess of $500 to be approved in advance by the
Debtors.
The firm assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors.
PNC Bank Responds
PNC Bank, National Association, takes no position with respect to
the retention of Chris Carey Advisors. With respect to payment of
the Applicant, PNC Bank, however, does not consent to payment of
Applicant from its cash collateral. PNC Bank reserves all rights,
including, without limitation, the right to object to payment of
the Applicant from PNC Bank's cash collateral, and all rights of
PNC Bank under applicable cash collateral orders.
PNC Bank is represented by:
McCarter & English, LLP
Lisa S. Bonsall
Peter M. Knob
Four Gateway Center, 100 Mulberry Street
Newark, New Jersey 07102
Tel: (973) 622-4444
Fax: (973) 624-7070
E-mail: lbonsall@mccarter.com
pknob@mccarter.com
E Z Mailing Services Inc. and United Business Freight Forwarders,
transportation logistics companies, filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016. Ajay Aggarwal, the president,
signed the petitions. The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million. Porzio,
Bromberg & Newman, PC, serves as counsel to the Debtors. Judge
Stacey L. Meisel presides over the cases.
E Z MAILING: Seeks to Hire Bederson as Crisis Manager
-----------------------------------------------------
E Z Mailing Services, Inc., asks the Bankruptcy Court for authority
to employ Bederson LLP as Crisis Manager to provide Ed Bond as
Chief Restructuring Officer.
Bederson is familiar with the Debtors' businesses, financial
affairs, and capital structure. Since the firm's initial
consultation, Bederson has worked closely with the Debtors'
management and counsel in assisting with the myriad requirements of
these Chapter 11 cases. Consequently, the Debtors believe that
Bederson and the CRO have developed significant relevant experience
and expertise regarding the Debtors and is thus both well qualified
and uniquely suited to deal effectively and efficiently with
matters that may arise in the context of these cases
Among other things, Bederson will provide assistance to the
Debtors, as directed by the Debtors' board of directors, with
respect to:
A. reviewing and assessing financial information, including
without limitation the Debtors' short and long-term projected cash
flows, and including but not limited to financial information
provided by the Debtors to their creditors,
B. assisting in asset sales and the identification of cost
reduction and operational improvement opportunities,
C. developing possible restructuring plans or strategic
alternatives for maximizing the enterprise value of the Debtors'
various business lines,
D. serving as the principal contact with the Debtors' creditors
with respect to financial and operational matters, and
E. performing such other services in connection with the
restructuring process as reasonably requested or directed by the
Debtors' Board of Directors and other authorized company
personnel.
The CRO will be compensated on a weekly basis, at a rate of $6,250
per week. In addition, the Debtors propose to pay Bederson for the
services of any additional professional personnel and Bederson
staff assigned to this matter at the following customary hourly
billing rates:
Partner $380 - $515
Managers $320
Associates $175 - $260
Currently, the CRO is being assisted by Sean Raquet, partner, and
Shari Hartstein, manager.
Edward Bond, a founding member of Bederson LLP, assures the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors.
E Z Mailing Services Inc. and United Business Freight Forwarders,
transportation logistics companies, filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016. Ajay Aggarwal, the president,
signed the petitions. The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million. Porzio,
Bromberg & Newman, PC, serves as counsel to the Debtors. Judge
Stacey L. Meisel presides over the cases.
E Z MAILING: Seeks to Hire Genova Burns as Special Counsel
----------------------------------------------------------
E Z Mailing Services, Inc., asks the Bankruptcy Court for
authorization to employ Genova Burns as special litigation and
conflicts counsel.
The Debtors wish to retain Genova as their special litigation and
conflicts counsel to perform necessary transactional and litigation
matters as they arise. Initially, and specifically, the Debtors
wish to have Genova advise the Debtors concerning issues related to
their commercial leases with Prologis, including a lease in Newark,
NJ that Genova actually negotiated for the Debtors prepetition.
Prologis is a current client of Porzio Bromberg & Newman P.C., the
Debtor's counsel. As such, Porzio cannot represent the Debtors in
their dealings with Prologis. Genova's focus initially will be to
perform such legal services as may be necessary or appropriate in
dealing with Prologis.
Genova will seek compensation, upon proper application to the
Court, based upon its normal hourly billing rates in effect for the
period in which services are performed. The present hourly rates
for the attorneys who are expected to be most actively involved
with these cases ranges from $220 to $600 per hour. The present
hourly rate for the para-professionals who are expected to be most
actively involved with these cases is $175 per hour. Genova will
also seek, upon proper application to the Court, reimbursement of
necessary and reasonable out-of-pocket expenses. The hourly rates
are subject to change on an annual basis.
James M. Burns, a partner at Genova Burns, assures the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors.
The firm can be reached at:
James M. Burns, Esq.
GENOVA BURNS
494 Broad Street
Newark, NJ 07102
Tel: (973) 535-7101
Fax: (973) 533-1112
E-mail: jburns@genovaburns.com
E Z Mailing Services Inc. and United Business Freight Forwarders,
transportation logistics companies, filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016. Ajay Aggarwal, the president,
signed the petitions. The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million. Porzio,
Bromberg & Newman, PC, serves as counsel to the Debtors. Judge
Stacey L. Meisel presides over the cases.
E Z MAILING: Toyota Industries Asks for Automatic Stay Relief
-------------------------------------------------------------
Toyota Industries Commercial Finance, Inc., on March 22, 2016,
will be asking the U.S. Bankruptcy Court for the District of New
Jersey for relief from the automatic stay as against certain
vehicles which are the subject of the multiple Master Agreements
and related documents between Debtors E Z Mailing Services, Inc.,
et. al., and Toyota.
Toyota will also be asking the Court to fix the extent of Toyota's
claims which are entitled to administrative priority, attorney's
fees and expenses, and other relief that the Court may deem just
and equitable.
The deadline for the filing of objections to Toyota's Motion is set
on March 15, 2016 at 4:00 p.m.
Toyota Industries Commercial Finance is represented by:
Frank Peretore, Esq.
PERETORE & PERETORE, P.C.
191 Woodport Road
Sparta, NJ 07871
Telephone: (973)729-8991
E-mail: peretore@peretore.com
About E Z Mailing Services
E Z Mailing Services Inc. and United Business Freight Forwarders,
transportation logistics companies, filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016. Ajay Aggarwal, the president,
signed the petition. The Debtors estimated both assets and
liabilities in the range of $10 million to $50 million. Porzio,
Bromberg & Newman, PC represents the Debtors as counsel. Judge
Stacey L. Meisel presides over the cases.
EFRON DORADO SE: Parties Delay Cash Use Hearing to March 30
-----------------------------------------------------------
At the behest of debtor Efron Dorado SE and lender PR Asset
Portfolio 2013-1 International Sub I, LLC, the Bankruptcy Court has
granted a continuance of the March 2 hearing on the Debtors' motion
to use cash collateral until March 30, 2016 at 9:00 a.m.
On Feb. 2, 2016, the Debtor filed an "Urgent Motion for Use of Cash
Collateral and Adequate Protection", where it requested the use of
PRAPI's Cash Collateral under Section 363 of the Bankruptcy Code.
PRAPI filed its opposition to the Cash Collateral Motion on Feb.
19, 2016.
A hearing to consider the Cash Collateral Motion and the Opposition
was scheduled for March 2, 2016.
The Debtor and PRAPI are currently engaged in discovery proceedings
which are relevant to the resolution of the Cash Collateral issues
before the Court. As a result, attorneys for the Parties have
conferred, and Debtor has agreed, to submit certain documentation
to PRAPI, within the next two days, as well as to make Mr. David
Efron available for the taking of a deposition on April 6, 2016 at
2:00 p.m. The Debtor will shortly submit a budget to PRAPI as to
Debtor's operating expenses.
In view of the fact that the information being procured as part of
the discovery proceedings are necessary for the effective
consideration of the Cash Collateral issues in this case, the
Parties requested that the March 2, 2016 hearing be re-scheduled to
a later date after the next two weeks, and/or an available date
after the second week of April.
Attorneys for PR Asset Portfolio 2013-1 International Sub I, LLC:
O'NEILL & BORGES LLC
Hermann D. Bauer, Esq.
American International Plaza
250 Munoz Rivera Avenue, Suite 800
San Juan, Puerto Rico 00918-1813
Tel: (787) 764-8181
Fax: (787) 753-8944
E-mail: hermann.bauer@oneillborges.com
About Efron Dorado Se
Efron Dorado Se, based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy protection (Bankr. D.P.R. Case No. 16-00283) on Jan.
20, 2016. The petition was signed by David Efron, partner.
Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office,
serves as its bankruptcy counsel.
In its petition, the Debtor listed total assets of $33.2 million
and total debt of $15.2 million. According to the schedules, the
Debtor owns the shopping mall known as Paseo Del Plata Shopping
Center located in Dorado, Puerto Rico; a parcel of land consisting
of 80 Cuerdas, identified as Quintas De Dorado; and a parcel of
land consisting of 30 Cuerdas known as Hernandez Farm.
ELBIT IMAGING: Unit Inks Agreement to Sell Liberec Plaza
--------------------------------------------------------
Elbit Imaging Ltd. announced that with respect to the acquisition
of loan to control Liberec Plaza in the Czech Republic by Plaza
Centers N.V., an indirect subsidiary of the Company, Plaza has has
agreed to sell its subsidiary holding, Liberec Plaza, a shopping
and entertainment centre in the Czech Republic, for EUR9.5
million.
In line with the terms of the agreement, the buyer has deposited
15% of the consideration in escrow.
The due diligence process, final closing and settlement is expected
to conclude by the end of March.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
EMIGRANT BANCORP: Fitch to Withdraw 'BB' LT Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings plans to withdraw the ratings of Emigrant Bancorp,
Inc. on or about April 4, 2016, for commercial reasons.
Fitch currently rates the following entities with a Stable
Outlook:
Emigrant Bancorp, Inc.
-- Long-term Issuer Default Rating (IDR) at 'BB';
-- Viability Rating at 'bb';
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Emigrant Bank
-- Long-term IDR at 'BB';
-- Viability Rating at 'bb';
-- Long-term deposits at 'BB+';
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'
-- Short-term deposits at 'B'.
Emigrant Mercantile Bank
-- Long-term IDR at 'BB';
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Emigrant Capital Trust I & II
-- Trust preferred stock at 'B+'.
Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market of the rating withdrawal of Emigrant Bancorp, Inc. and
its related entities. Ratings are subject to analytical review and
may change up to the time Fitch withdraws the ratings.
Fitch's last rating action for the above referenced entities was on
April 7, 2015. The ratings were upgraded.
EZRI NAMVAR: Trustee Obtains Default Judgment vs. Synergy Holdings
------------------------------------------------------------------
Judge Otis D. Wright of the United States District Court for the
Central District of California granted R. Todd Neilson's
application for default judgment against Synergy Holdings, LLC.
On January 28, 2011, Neilson, Trustee for the Chapter 11 Bankruptcy
Estate of Ezri Namvar, filed a complaint against Synergy Holdings
to avoid and recover fraudulent transfers, to avoid and recover
preferential transfers, for turnover, and to disallow a claim. On
March 4, 2015, the parties entered into a settlement agreement for
$350,000 in partial payments, resolving Neilson's claims. They
also agreed to a stipulated judgment in Neilson's favor for
$400,000, less any payments made during the payment period, in the
event Synergy Holdings defaulted in making payments.
After making partial payments totaling $84,166.68, Synergy Holdings
failed to make payments to Neilson for the months of June 2015 and
July 2015 and failed to cure the defaulted payments as required by
the settlement agreement.
On November 5, 2015, Neilson filed a complaint against Synergy
Holdings, alleging breach of contract. After Synergy Holdings
failed to answer the complaint, the Clerk of Court entered default
as to Synergy Holdings on December 18, 2015.
On January 19, 2016, Neilson filed a motion for default judgment,
asking for default judgment on its breach of contract claim in the
amount of $315,833.32 plus post-judgment interest.
Judge Wright found that Neilson has satisfied the procedural
requirements for default judgment set forth in Federal Rules of
Civil Procedures 54(c) and 55, as well as Local Rule 55-1. The
judge also found that the factors set forth in the case Eitel v.
McCool, 782 F.2d 147-, 1471-72 (9th Cir. 1986) weigh in favor of
default judgment.
The case is R. TODD NEILSON, Plaintiff, v. SYNERGY HOLDINGS, LLC
and Does 1-10, inclusive, Defendants, Case No.
2:15-cv-08658-ODW-AJW (C.D. Cal.).
A full-text copy of Judge Wright's February 23, 2016 order is
available at http://is.gd/C6r4u8from Leagle.com.
R. Todd Neilson is represented by:
Richard Kenneth Diamond, Esq.
Uzzi Ophir Raanan, Esq.
Kevin David Meek, Esq.
DANNING GILL DIAMOND AND KOLLITZ LLP
1900 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
Tel: (310)277-0077
Fax: (310)277-5735
Email: rdiamond@dgdk.com
uraanan@dgdk.com
kmeek@dgdk.com
FLOORING SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Flooring Solutions By Candace, Inc.
dba Candace Carpet One
1634 Hwy 42 South
McDonough, GA 30252
Case No.: 16-54257
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: Joseph Chad Brannen, Esq.
THE BRANNEN FIRM, LLC
Suite G, 7147 Jonesboro Road
Morrow, GA 30260
Tel: (770) 474-0847
Fax: 770-474-6078
E-mail: chad@brannenlawfirm.com
Total Assets: $1.38 million
Total Liabilities: $1.82 million
The petition was signed by John D. Sealey, CEO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb16-54257.pdf
FORTESCUE METALS: Bank Debt Trades at 24% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 76.25
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 7.21 percentage points from the
previous week. Fortescue Metals pays 275 basis points above LIBOR
to borrow under the $4.95 billion facility. The bank loan matures
on June 13, 2019 and carries Moody's Ba1 rating and Standard &
Poor's BB+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Feb. 26.
FORTRESS RESOURCES: Callidus Wins Relief from Bankr. Stay
---------------------------------------------------------
At the behest of Fortress Resources, LLC, and Callidus Capital
Corporation, Judge Tracey N. Wise in February entered a stipulated
order providing that:
1. The automatic stay is lifted as to Callidus or its
assignee(s) or designee(s) as to the following assets of the
Debtor: (1) all machinery, equipment and all other personal
property assets listed in Docket Nos. 128-1, 176, and 193; (2) all
other machinery, equipment and all other personal property that has
been removed from the mines since the petition date; (3) all other
surface mobile equipment; (4) all coal stockpiles; (5) all cash;
and (6) all accounts receivable (collectively, the "Lift Stay
Collateral"). All other assets of the Debtor not included in Lift
Stay Collateral are referred to as the "Remaining Assets".
For the avoidance of doubt, Remaining Assets consist of the
Debtor's real property, buildings and improvements, fixtures,
leases and leasehold rights, contract rights relating to mining
operations other than accounts receivable, books and records,
mining supplies, office supplies, safe-havens and mine safety
equipment, office equipment, and rights in mining permits and all
other necessary operating permits and licenses, and any other
miscellaneous non-mobile equipment or machinery on the surface. The
GUC Carve-out, including, but not limited to, the Actions, do not
constitute either Lift Stay Collateral or Remaining Assets and
remain available for the benefit of unsecured creditors.
2. The Debtor agrees to, and is ordered to, surrender any or all
of the Lift Stay Collateral to Callidus immediately upon the
request of Callidus, without further legal process. The Debtor
shall not prevent Callidus' removal of the Lift Stay Collateral.
3. Callidus may, at its option, direct and control sales of any
or all of the Lift Stay Collateral from the Debtor's premises or
otherwise. Callidus may leave the Lift Stay Collateral on the
Debtor's premises rent free for up to 90 days for this purpose, and
the Debtor will reasonably cooperate with Callidus in removal of
any of the Lift Stay Collateral from the premises. Callidus may,
at its option, credit bid on any or all of the Lift Stay
Collateral.
4. Following an evidentiary hearing on the matter held on Jan.
29, 2016, the Court has determined that the Debtor may spend up to
a maximum of the amount set forth in the Budget, to be paid from
proceeds of the Lift Stay Collateral. In addition, the Court has
ruled that an additional $10,000 for payment of Debtor's legal fees
and $40,000 for payment of the Committee's legal fees will be added
to the Budget and paid for from proceeds of the Lift Stay
Collateral. These payments constitute absolute final payment of
all administrative expenses and professional fees from Callidus'
cash collateral in this case.
5. The Debtor may proceed with its proposed auction process (as
amended by the statements on the record at the hearing held on
January 29, 2016) in order to attempt to sell all Remaining Assets
of the Debtor, either piecemeal or in bulk by auction to be held on
Feb. 9, 2016. However, any such sale or sales are subject to all
terms and conditions of the Stipulated Order, including but not
limited to any potential buyer or buyers agreeing to the rent free
provisions.
6. The Budget is an absolute final budget. The Debtor may not
request any further use of Callidus' cash collateral for any
purpose. In the event the Debtor runs out of money under the
Budget, the case may be dismissed by the Court but all of Callidus'
and the Committee's respective rights under this Order will be
preserved and fully enforceable.
7. The Debtor will spend the line items listed in the Budget for
security and preservation of the Lift Stay Collateral, as well as
for retrieval of any remaining machinery and equipment constituting
Lift Stay Collateral which remains in the mines. All remaining
machinery and equipment constituting Lift Stay Collateral must be
removed from the mines (and stored and secured on surface) by the
Debtor as soon as possible but in any event by no later than Feb.
15, 2016. The 90-day provision of Paragraph 3 of the Stipulated
Order will begin on the date that all Lift Stay Collateral has been
removed from the mines and stored and secured on the surface by the
Debtor.
8. Callidus agrees to consent to the 363 sale or sales of the
Remaining Assets, free and clear of Callidus' liens, so long as (1)
the auction process is fair; (2) the Debtor makes good faith
efforts to obtain the highest and best bid for the Remaining
Assets, including by making good faith efforts to obtain cash
proceeds; and (3) the sale or sales are subject to the buyer's or
buyers' agreement to comply with the Stipulated Order just as the
Debtor would have. Any cash generated from the sale or sales will
be deemed to be part of the Lift Stay Collateral; however, such
cash will be held pending allowance of Callidus' administrative
superpriority claim.
9. Callidus' Objection to Debtor's First Interim Fee Application
is deemed withdrawn.
10. Subject to this Order and the Final Cash Collateral Order,
Callidus expressly preserves all of its claims, rights and
remedies, against the Debtor and its estate. The Order will have
no bearing on the claims, rights and remedies of Callidus vis-a-
vis third parties or such third parties' claims, rights and
remedies against Callidus, if any.
11. The agreements reached between Callidus and the Committee as
set forth in the Final Order Regarding Debtor's Use of Cash
Collateral (the "Final Cash Collateral Order") remain in full force
and effect. Any claim held by Callidus will not be entitled to be
paid from any portion of the GUC Carve-out (as defined in the Final
Cash Collateral Order), and any claim held by Callidus that is not
satisfied by the Debtor's guarantors or the Lift Stay Collateral
will be treated as a general unsecured deficiency claim. The
amount of such deficiency claim will be established in connection
with any dismissal order or as otherwise agreed to by Callidus and
the Debtor or a responsible person, trust or trustee named in the
dismissal order.
12. If the Debtor completes sale(s) and closing(s) on the
Remaining Assets and post-closing activities within the Budget, the
Debtor, Callidus, and the Committee will agree to a structured
dismissal of the case, which structured dismissal will be subject
to Court approval. All of Callidus' and the Committee's rights
under this Order will be preserved and will be fully enforceable
following such dismissal. The structured dismissal order will
provide for a responsible person, trust or trustee, who will be
chosen by the Committee, and who will have derivative standing to
(i) control and use the GUC Carve-out for the benefit of the
Debtor's unsecured creditors and (ii) assert all Actions (as
defined in the Final Cash Collateral Order), including director and
officer liability claims, for the benefit of the Debtor's unsecured
creditors. The structured dismissal will also provide a mechanism
for the Court's review and approval of all of the Debtor's and
Committee's professional fee claims, and for the payment of all
allowed professional fee claims with payment to be made first out
of the carve-out for professionals' fees, and only once such
carve-out is completely used, and solely for the benefit of the
Committee's professionals' fees, from a source other than the Lift
Stay Collateral, Remaining Assets, or their proceeds.
13. Notwithstanding any provision of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure or local rule, including
without limitation Fed. R. Bankr. P. 6004(h), the Stipulated Order
is not stayed and will be effective and enforceable immediately
upon entry.
The Official Committee of Unsecured Creditors did not object to
entry of the Stipulated Order. The sole objection filed by Lexon
Insurance Company and Bond Safeguard Insurance Company was
overruled.
Callidus on Jan. 26, 2016, filed the motion for relief from the
automatic stay to allow it to liquidate its Collateral and/or
otherwise pursue its state law rights and remedies including, but
not limited to, accessing the Debtor's premises and liquidating the
Collateral either on site and/or removing the Collateral and then
liquidating offsite.
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.
Samuel K. Crocker, United States Trustee on Nov. 16, 2015,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors. The Committee retained McGuirewoods LLP and
Bingham Greenebaum Doll LLP as attorneys.
* * *
Fortress Resources, LLC, ceased all mining operations on Jan. 22,
2016, and then filed a Chapter 11 plan that contemplates an orderly
liquidation of all assets.
FORTRESS RESOURCES: Sale of Assets to Quest Energy Completed
------------------------------------------------------------
Fortress Resources, LLC, has announced the closing of the sale of
substantially all assets to Quest Energy Inc.
On Jan. 15, 2016, the Debtor filed a motion for authorization to
sell substantially all assets as well as a proposed Plan of Orderly
Liquidation. The Official Committee of Unsecured Creditors and
Callidus Capital Corporation initially objected to the bidding
procedures.
The Debtor won approval of the bidding procedures, which provided
for a Feb. 9 auction for the assets.
The Debtor contacted over 30 different companies and individuals
about the sale and furnished information about the process and the
webpage.
Following the auction, the Debtor and the Committee selected Quest
as the winning bidder, beating a credit bid by Callidus Capital
Corporation at the auction.
Callidus filed a limited objection to the sale to Quest.
Following a sale hearing on Feb. 11, 2016, the Court on Feb. 12,
overruled outstanding objections and approved the sale to Quest. A
copy of the sale order is available for free at:
http://bankrupt.com/misc/Fortress_R_268_Sale_Order.pdf
Quest Energy on Feb. 8, 2016, paid the $100,000 security deposit to
Bunch & Brock, PSC to become a qualified bidder.
On Feb. 15, 2016, the Debtor and Quest Energy closed the sale
transaction by executing all the exhibits required by the Asset
Purchase Agreement dated Feb. 8, 2016. The Debtor and Quest Energy
also executed the Special Warranty Deed, and an Interim Operating
and Permits Agreement.
The Auction
On Feb. 5, 2016, Brushy Development Corporation submitted an offer
for the purchase of 5 tracts of land, consisting 350 acres of real
property, for the sum of $20,000, and said that it won't raise the
offer. The Debtor, in consultation with Callidus and the
Committee, rejected this offer.
On Feb. 8, 2016, Callidus submitted a credit bid in the amount of
$100,000 for (a) the 5 tracts of land sought to be purchased by
Brushy, (b) all of the Debtor's fixtures, and (c) all of the
Debtor's inventory, supplies, office equipment, mine safety
equipment and any other equipment and machinery of the Debtor of
any kind that was not included as "Lift Stay Collateral" in the
Stipulated Order. $21,000 of this amount is designated as a credit
bid for the real property.
On Feb. 8, 2016, the Debtor received a bid and an executed Asset
Purchase Agreement from Quest Energy Inc. for the purchase price of
$100 plus the assumption of all reclamation obligations and
environmental liabilities related to the Debtor's permits. The
assets acquired are all assets of the Debtor, except (a) the "Lift
Stay Collateral" described in paragraph 1 of the Stipulated Order,
(b) the Seller's laptop computers that contain Seller's financial
data, (c) all refunds for Taxes in a Pre-Closing Tax Period that
relate to the Purchased Assets and other tax refunds, (d) all Tax
assets and net operating losses of Seller, (e) all Avoidance
Actions, or proceeds thereof, (f) all books & records related to
the Excluded Assets, and (g) all rights of Seller arising under the
Asset Purchase Agreement or the transactions contemplated thereby.
Quest Energy will also assume certain leases and contracts with
third parties and pay the "cure costs" of such assumption, but is
presently reviewing such leases/contracts to determine which ones
it wishes to assume. All leases & contracts not assumed by Quest
Energy will be rejected by the Debtor. During the Auction, Quest
agreed that the "Purchased Assets" in the Asset Purchase Agreement
will not include the Debtor's Claims and Causes of Action against
third parties, including the Debtor's officers, directors and
management.
During the Auction, the Debtor's counsel encouraged Callidus and
Quest to resolve their differences in order to arrive at a
consensual sale of all assets of the Debtor. Both Callidus and
Quest made at least one offer to the other, but were unable to
agree on terms that would result in a consensual sale. Callidus
contends that its credit-bid offer is the highest and best offer
for the remaining assets of the Debtor, even though it excludes (a)
almost all of the Debtor's real property and (b) does not provide
for the assumption of the Debtor's mining permits and related
reclamation liability. Quest contends that its bid is the highest
and best offer for the remaining assets of the Debtor because Quest
agrees to take all of the Debtor's permits, assume all of the
reclamation obligations and related environmental liability for
those permits, and finally, replace the Debtor's surety bonds on
the permits with its own bonds (although it will keep the Debtor's
approx. $3,100,000 in cash as collateral for said bonds held by
Lexon Insurance Company). Further, Quest agrees to assume many of
the Debtor's coal leases and third-party contracts as a part of its
purchase.
Both the Committee and the Debtor believe that the bid made by
Quest, as modified, is the highest and best offer for the Debtor's
remaining assets because such offer satisfies all of the Debtor's
environmental responsibilities as required by applicable state and
federal law.
The Debtor believes that its reclamation liability under the
existing permits, if coal is mined to the end– of-life of the
mines, is approximately $6.9 million. If the mines are shut down
completely as of this present date, then the reclamation liability
is approximately $18.9 million. The Debtor believes that a sale to
Quest is in the best interests of the Debtor's estate and its
creditors, and therefore, the Debtor accepted Quest's bid.
Attorney for the Debtor:
BUNCH & BROCK
W. Thomas Bunch II
271 West Short Street, Suite 805
Lexington, KY 40507-1217
Tel: (859) 254-5522
E-mail: tom@bunchlaw.com
Attorneys for Callidus Capital Corporation:
DICKINSON WRIGHT PLLC
Brian M. Johnson
300 West Vine Street, Suite 1700
Lexington, Kentucky 40507
Telephone: (859) 899-8704
Facsimile: (859) 899-8759
E-mail: bjohnson@dickinsonwright.com
- and –
Michael C. Hammer, Esq.
Doron Yitzchaki, Esq.
350 S. Main Street, Suite 300
Ann Arbor, MI 48104
Telephone: (734) 623-7075
Facsimile: (734) 623-1625
E-mail: mhammer@dickinsonwright.com
dyitzchaki@dickinsonwright.com
Counsel to the Official Committee of Unsecured Creditors:
James R. Irving, Esq.
Michael J. Roeschenthaler, Esq.
MCGUIREWOODS LLP
EQT Plaza, 625 Liberty Avenue, 23rd Floor
Pittsburgh, PA 15222
Telephone: (412) 667-6000
Facsimile: (412) 667-6050
E-mail: mroeschenthaler@mcguirewoods.com
- and -
James R. Irving, Esq.
BINGHAM GREENEBAUM DOLL LLP
3500 National City Tower
101 South Fifth Street
Louisville, KY 40202
Telephone: (502) 587-3606
Facsimile: (502) 540-2215
E-mail: jirving@bgdlegal.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.
Samuel K. Crocker, United States Trustee on Nov. 16, 2015,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors. The Committee retained McGuirewoods LLP and
Bingham Greenebaum Doll LLP as attorneys.
* * *
Fortress Resources, LLC, ceased all mining operations on Jan. 22,
2016, and then filed a Chapter 11 plan that contemplates an orderly
liquidation of all assets.
FRESH & EASY: Taps Hilco Streambank to Sell IP Assets
-----------------------------------------------------
Fresh & Easy, LLC, filed an application with the Bankruptcy Court
to employ Hilco IP Services, LLC d/b/a Hilco Streambank to provide
intellectual property disposition services, nunc pro tunc to Feb.
24, 2016.
On the Petition Date, the Debtor a motion to continue its store
closing sales. The Court subsequently approved the "Going Out of
Business" Motion, and the Debtor conducted store closing sales at
its retail locations, which concluded no later than Nov. 30, 2015.
On Nov. 13, 2015, the Debtor filed a motion seeking to establish
bid procedures and guidelines for the disposition of leases in the
Debtor's lease portfolio. In conjunction therewith, the Court
entered an order on Nov. 24, 2015, establishing a timeline for the
submission of bids by parties interested in taking assignment of
the Debtor's leases and purchasing related assets, and scheduling
an auction and sale hearing with respect thereto. On Dec. 7, 2015,
the Court approved various agreements entered into by and between
the Debtor and third party purchasers or landlords, as applicable,
which proved to be the respective highest and best offers -- and in
some instances only offers -- submitted for certain Marketed
Leases.
An affiliate of Hilco Streambank was previously retained in
connection with the Debtor's store closing sales.
As detailed on the record at the Dec. 7, 2015 hearing, and in
pleadings related thereto, the Debtor determined, upon consultation
with the Committee, to withhold certain leases from both the Global
Sale Process and the Court-approved rejection process,
notwithstanding that such leases -- Withheld Leases -- did not
garner qualified bids by the bid deadline. The Withheld Leases
were thoroughly evaluated by both the Debtor and the Committee's
advisors, and not rejected because, in the Debtor's business
judgment, value could be generated through further marketing
efforts and an extended due diligence period. Accordingly, the
Debtor continued to pay rent and related charges under the Withheld
Leases pending a further determination regarding rejection or
assignment. As of the date hereof, the Debtor has entered into
various agreements with landlords and third party purchasers
regarding the Withheld Leases, and continues to seek
value-maximizing deals for the limited number of Withheld Leases
currently remaining in the Debtor's lease portfolio.
At this stage of the chapter 11 case, the Debtor has initiated
steps to monetize its remaining, non-real estate assets, including
the Debtor's intellectual property, and seeks to retain Hilco
Streambank in connection therewith.
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Bankruptcy Rule 2014(a) and Local Rule 2014-1, the Debtor seeks to
employ Hilco Streambank on an exclusive basis to provide
intellectual property disposition services nunc pro tunc to Feb.
24, 2016, pursuant to the terms and conditions set forth in a
letter, dated as of Feb. 22, 2016, by and between the Debtor and
Hilco Streambank.
The Debtor proposes to engage Hilco Streambank to provide these
intellectual property disposition services:
(i) Collection and Securing of Intellectual Property. Hilco
Streambank will assist the Debtor in collecting and securing its
Intellectual Property;
(ii) Marketing and Selling Intellectual Property. Hilco
Streambank will actively market the Debtor's intellectual property
and, subject to court approval, conduct a sales process aimed at
maximizing the value of the assets for the Debtor and its creditor
constituents; and
(iii) Intellectual Property Transfers. Hilco Streambank will
assist the Debtor as may be necessary with the transfer of
Intellectual Property to the buyer or buyers offering the highest
consideration for such assets.
Subject to the Court's approval, the Debtor has agreed to pay Hilco
Streambank on a commission basis equal to a graduated percentage of
the aggregate gross proceeds paid to the Debtor for the sale,
license or other assignment of the Intellectual Property as
follows:
Gross Consideration Amount Commission Rate
-------------------------- ---------------
The first $500,000 10%
$500,001 to $1,000,000 15%
Amounts over $1,000,000 20%
In addition, Hilco Streambank will be entitled to reimbursement by
the Debtor for reasonable out of pocket expenses incurred in
connection with the marketing and disposition of the Intellectual
Property, up to a maximum aggregate amount of $20,000.
Because the Debtor is seeking to retain Hilco Streambank under
Section 328(a) of the Bankruptcy Code, the Debtor requests that
Hilco Streambank not be required to file time records in accordance
with the U.S. Trustee Fee Guidelines.
As more fully set forth in the declaration of Hilco's David Peress,
(a) Hilco Streambank is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, (b) does not hold or
represent an interest adverse to the Debtor's estate, and (c) has
no material connection to the Debtor, its creditors, or its related
parties.
Hilco Streambank does not hold any prepetition claim against the
Debtor.
A hearing on the Application is slated for March 17, 2016, at 11:00
a.m. (ET). Objections are due March 10.
The firm can be reached at:
David Peress
Executive Vice President
HILCO STREAMBANK
E-mail: dperess@hilcoglobal.com
About Fresh & Easy
Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del., Case No. 15-12220) on Oct. 30, 2015. The petition was signed
by Peter McPhee, the chief financial officer. The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$100 million.
Judge Christopher S. Sontchi is assigned to the case.
The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy
Solutions, LLC as claims and noticing agent, DJM Realty Services,
LLC and CBRE Group, Inc., as real estate consultants and FTI
Consulting, Inc. as restructuring advisors.
* * *
Judge Brendan Linehan Shannon extended Fresh & Easy, LLC's
exclusive plan filing period through and including April 27, 2016,
and its exclusive solicitation period through and including June
27, 2016. As part of the claims process, a bar date of Feb. 19,
2016 was established by the Court for creditor claims.
FUTUREWORLD CORP: Eastmore Reports 9.9% Stake as of Feb. 23
-----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Eastmore Capital, LLC and EMA Financial, LLC disclosed
that as of Feb. 23, 2016, they beneficially own 301,095,326 shares
of common stock of FutureWorld Corp. representing 9.9 percent of
the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/RNN0IC
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.
As of Dec. 31, 2015, Futureworld had $35.27 million in total
assets, $1.68 million in total liabilities and $33.58 million in
total stockholders' equity.
GEORGIA PROTON: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Georgia Proton Treatment Holdings, LLC
4747 Executive Drive, Suite 590
San Diego, CA 92121
Case Number: 16-10569
Type of Business: Health Care
Involuntary Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Petitioner's Counsel: Brian A. Sullivan, Esq.
WERB & SULLIVAN
300 Delaware Avenue, 13th Floor
P.O. Box 25046
Wilmington, DE 19899
Tel: 302-652-1100
Fax: 302-652-1111
E-mail: bsullivan@werbsullivan.com
- and -
Michael J. Collins, Esq.
BREWER, ATTORNEYS & COUNSELORS
1717 Main Street, Suite 5900
Dallas, TX 75201
Tel: 214-653-4000
E-mail: mjc@brewerattorneys.com
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Zeitgeist Capital, LLC Loan $8,069,105
2711 N. Haskell Avenue
Suite 2800
Dallas, TX 75204
Gryphon Resources, Inc. Loan $162,787
2711 N Haskell Avenue
Suite 2800
Dallas, TX 75204
Cobalt, LLC Loan $50,871
2711 N. Haskell Avenue
Suite 2800
Dallas, TX 75204
HAGGEN HOLDINGS: Albertson's Settlement Approved by Judge
---------------------------------------------------------
Haggen Holdings, LLC, et al. and the Official Committee of
Unsecured Creditors received approval from the U.S. Bankruptcy
Court of their settlement agreement with Albertson's LLC, Cerberus
Capital Management, L.P., et al., and Comvest Investment Partners
IV, LP, et al.
The Debtors and the Official Committee relate that AB Acquisition
LLC, and certain affiliates of AB Acquisition LLC, and Safeway Inc.
entered into an agreement whereby AB Acquisition LLC agreed to
acquire all of the outstanding shares of Safeway. They further
relate that in conjunction with the Merger, the Federal Trade
Commission initiated an investigation of the Merger and ordered
Albertson's and Safeway to divest 168 stores. The Debtors and the
Official Committee added that Albertson's sold, and Haggen
acquired, 146 stores -- Divested Stores -- pursuant to an Asset
Purchase Agreement dated Dec. 10, 2014.
Albertson's commenced an action against Haggen Holdings in the
Superior Court of the State of Delaware in and for New Castle
County, seeking payment for inventory sold and other related
charges and damages of at least $41,104,056 related to the 2014
APA, and asserting claims for breach of contract, anticipatory
breach of contract, fraud, and breach of the implied covenant of
good faith and fair dealing. As a result of the commencement of
the Chapter 11 Cases, the State Court Action was stayed.
Haggen Holdings commenced an action against Albertson's in the
United States District Court for the District of Delaware, seeking
damages in excess of $1 billion for claims under Section 7 of the
Clayton Act, Section 2 of the Sherman Act, breach of contract,
indemnification, breach of the implied covenant of good faith and
fair dealing, fraud, unfair competition, misappropriation of trade
secrets under several state laws, conversion, and Washington's
Consumer Protection Act. The Debtors and the Official Committee
contend Albertson's denied any liability for the claims asserted
against it in the District Court Action and asserted counter-claims
seeking approximately $100 million in damages against Haggen for
claims including breach of contract, fraud, breach of implied
covenant of good faith and fair dealing, recovery of attorneys'
fees, and recoupment.
After extensive negotiations, the parties reached a Settlement
Agreement, which provides that:
(a) Cash Payment: Within 3 business days after the
occurrence of the Effective Date, Albertson's will pay
$5,750,000 in cash to a trust to be formed by the
Committee for the exclusive benefit of the unsecured
creditors of the Debtors, other than Haggen Holdings.
(b) Allowed Claim: Upon the occurrence of the Effective
Date, Albertson's shall be deemed to have an allowed
general unsecured claim in the amount of $8,250,000
solely against the estate of Haggen Holdings, provided,
however, that Albertson's will, upon the Effective Date,
irrevocably and unconditionally transfer the Holdco
Claim, including all voting and distribution rights with
respect thereto, to the Creditor Trust.
(c) Dismissal of Pending Litigation: Within 3 business days
after the Final Order Date, Haggen will file a
stipulation dismissing with prejudice the District Court
Action, and Albertson's will file a stipulation
dismissing with prejudice the State Court Action.
(d) Releases: Upon the occurrence of the Effective Date,
the Haggen/Comvest Releasors will release the
Albertson's/Cerberus Releasees, and the
Albertson's/Cerberus Releasors will release the
Haggen/Comvest Releasees from any and all claims,
demands, causes of action or sums owed, foreseeable or
unforeseeable, which have accrued at any time before the
signing of the Settlement Agreement, including both
known and Unknown Claims, in any way relating to Haggen,
the State Court Action, the District Court Action, the
2014 APA, the Counter-Claims, the operation of Haggen's
business, or these Cases, including any and all causes
of action arising under chapter 5 of the Bankruptcy
Code.
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors. The members appointed to the Committee are:
(i) Unified Grocers, Inc., (ii) PepsiCo, Inc., (iii) Starbucks,
(iv) Santa Monica Seafood, (v) United Food and Commercial Workers
International, (vi) Valassis Communications, Inc., Valassis Direct
Mail, Inc., and (vi) Spirit SPE HG 2015-1, LLC; c/o Spirit SPE
Manager, LLC. Unified Grocers and UFCW are co-chairs of the
Committee. The Creditors Committee tapped Pachulski Stang Ziehl &
Jones LLP as counsel.
HAGGEN HOLDINGS: Committee Taps Giuliano as Tax Advisors
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Haggen Holdings,
LLC, et al., filed an application to employ Giuliano, Miller &
Company, LLC, as tax advisors, nunc pro tunc to Feb. 1, 2016.
Prior to the Petition Date, debtor Haggen Holdings, LLC, executed
an asset purchase agreement, dated Dec. 10, 2014, with Albertson's
LLC, pursuant to which Haggen purchased 146 stores from Albertson's
for the total purchase price of $454 million. The Debtors have
provided the Committee with a report prepared on Dec. 4, 2015 by
KPMG regarding the determination of the taxable gain from the
disposition of such properties (the "KPMG Report").
The Committee has retained GMC, subject to Court approval, as its
tax advisors for the purpose of analyzing the determination 9f
taxable gain from the disposition of property in connection with
the Albertson's Acquisition. GMC's retention is requested as of
Feb. 1, 2016, as that is the date the Committee first requested GMC
to render tax advisory services on behalf of the Committee, and GMC
has been actively advising the Committee since that date.
The Committee believes that it is necessary to employ GMC as its
tax advisor and potential testifying expert to assist with the
discrete issue of analyzing the KPMG Report and conducting an
independent evaluation an behalf of the Committee with respect to
determining the taxable gain from the disposition of property in
connection with the Albertson's Acquisition and its effect on the
Debtors' estates, including the impact on potential recoveries to
general unsecured creditors. The services to be rendered by GMC to
the Committee will also include preparing expert reports and, if
necessary, providing expert testimony at trial, regarding such
issues. Importantly, the services to be provided by GMC are limited
in scope, and are separate and distinct from the services Zolfo
Cooper, the Committee's financial advisor, is providing.
GMC has advised the Committee that GMC's current hourly rates are:
Hourly Rate
-----------
Senior Member $625
Managers $450 to $475
Senior Staff $375 to $395
Staff $250 to $295
Paraprofessional $160 to $180
GMC has advised the Committee that GMC neither (i) holds an adverse
interest in connection with the Debtors' cases, nor (ii) represents
any other entity having an adverse interest in connection with the
Debtors' cases.
A hearing on the Application is scheduled for March 29, 2016, at
10:00 a.m. (ET). Objections are due March 11, 2016, at 4:00 p.m.
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors. The members appointed to the Committee are:
(i) Unified Grocers, Inc., (ii) PepsiCo, Inc., (iii) Starbucks,
(iv) Santa Monica Seafood, (v) United Food and Commercial Workers
International, (vi) Valassis Communications, Inc., Valassis Direct
Mail, Inc., and (vi) Spirit SPE HG 2015-1, LLC; c/o Spirit SPE
Manager, LLC. Unified Grocers and UFCW are co-chairs of the
Committee. The Creditors Committee tapped Pachulski Stang Ziehl &
Jones LLP as counsel.
HAGGEN HOLDINGS: Core Stores Auction Moved to March 11
------------------------------------------------------
Haggen Holdings, LLC, et al., announced that the auction for their
core stores scheduled for Feb. 22, 2016, has been adjourned to
March 11 at 9:00 a.m. (ET).
The Auction will be held at the offices of Stroock & Stroock &
Lavan LLP, 180 Maiden Lane, New York, New York 10038.
Pursuant to the Bidding Procedures Order, the Sale Hearing with
respect to the sale of the Core Stores was scheduled to be
conducted on Feb. 29, 2016. The Debtors has adjourned the sale
hearing to a date that will be set forth in a notice to be
subsequently filed by the Debtors.
The Debtors won approval of a bidding process for their core stores
in December 2015. The procedures allow the grocery chain to enter
into a deal with a buyer that will serve as the stalking horse
bidder at auction. PNC Bank can submit a credit bid.
Haggen considers the stores in Oregon and Washington as its "core"
stores as they are "relatively successful" and are located in
strategic locations, according to its lawyer, Robert Poppiti Jr.
Esq., at Young Conaway Stargatt & Taylor LLP.
Objection to Lease Assignment
Loja Trails End L.L.C., also known as Trails End Marketplace, LLC,
a landlord to a shopping center located at 19701 Highway 213,
Oregon City, says it reserves the right to object to the assignment
of the lease to the winning bidder unless the assignee is able to
provide adequate assurance of future performance.
Counsel for Loja Trails End:
SAUL EWING LLP
Teresa K.D. Currier
222 Delaware Avenue, Suite 1200
P.O. Box 1266
Wilmington, DE 19899
Tel: (302) 421-6826
Fax: (302) 421-5873
E-mail: tcurrier@saul.com
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors. The members appointed to the Committee are:
(i) Unified Grocers, Inc., (ii) PepsiCo, Inc., (iii) Starbucks,
(iv) Santa Monica Seafood, (v) United Food and Commercial Workers
International, (vi) Valassis Communications, Inc., Valassis Direct
Mail, Inc., and (vi) Spirit SPE HG 2015-1, LLC; c/o Spirit SPE
Manager, LLC. Unified Grocers and UFCW are co-chairs of the
Committee. The Creditors Committee tapped Pachulski Stang Ziehl &
Jones LLP as counsel.
HAGGEN HOLDINGS: DIP Lenders Agree to Push Back Core Stores Sale
----------------------------------------------------------------
Haggen Holdings, LLC, et al., won approval from the Bankruptcy
Court to enter into a Seventh Amendment to the Debtor-In-Possession
Revolving Credit and Security Agreement with PNC Bank, National
Association as agent for the lenders.
On Oct. 15, 2015, the Court entered a final order authorizing the
Debtors to obtain postpetition financing in accordance with the DIP
Credit Agreement. The Debtors secured financing of up to $215
million from PNC Bank, National Association, in its capacity as
agent.
The Seventh Amendment extends the deadline to:
-- conduct an auction for the Debtors' core stores (as
provided in Sec. 10.7(u) of the DIP Credit Agreement) to March 11,
2016; and
-- obtain court approval of the Core Stores Sale (as provided
in Sec. 10.7(v) of the DIP Credit Agreement) to March 11, 2016.
The original auction deadline was Jan. 15, and the sale order
deadline was Jan. 18. Those deadlines were extended through entry
of amendments to the DIP Credit Agreement. Failing to comply with
the core stores sales deadlines is an event of default under the
DIP Credit Agreement.
The parties also agreed to extend the term of the DIP Credit
Agreement until March 11, 2016.
Pursuant to the Seventh Amendment, the parties also agreed to a new
Section 10.7(gg), which provides that it will be an event of
default if the Loan Parties fail to (i) obtain a commitment letter
for replacement debtor-in-possession financing or an executed DIP
credit agreement to replace the PNC Credit Agreement and (ii) file
with the Bankruptcy Court a motion to approve such replacement
debtor-in-possession financing on or before March 11.
The U.S. Trustee and the Official Committee of Unsecured Creditors
didn't object to the Seventh Amendment.
A copy of the Seventh Amendment is available for free at:
http://bankrupt.com/misc/Haggen_1480_7th_Am_DIP_Ord.pdf
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors. The members appointed to the Committee are:
(i) Unified Grocers, Inc., (ii) PepsiCo, Inc., (iii) Starbucks,
(iv) Santa Monica Seafood, (v) United Food and Commercial Workers
International, (vi) Valassis Communications, Inc., Valassis Direct
Mail, Inc., and (vi) Spirit SPE HG 2015-1, LLC; c/o Spirit SPE
Manager, LLC. Unified Grocers and UFCW are co-chairs of the
Committee. The Creditors Committee tapped Pachulski Stang Ziehl &
Jones LLP as counsel.
HAGGEN HOLDINGS: KPMG Provides Tax Compliance & Consulting Svcs.
----------------------------------------------------------------
Haggen Holdings, LLC, et al., announced that they have entered into
a second engagement letter with KPMG LLP pursuant to which the
firm will provide tax compliance and tax consulting services.
By order dated Jan. 4, 2016, the Court approved Haggen Holdings,
LLC and its affiliated debtors to employ KPMG as tax consultants.
Pursuant to an additional engagement letter, KPMG has agreed to
provide tax compliance and tax consulting services to the Debtors.
For tax compliance services, KPMG will prepare federal and state
tax returns and supporting schedules for Haggen's 2015 tax year,
and if requested, KPMG will determine the corporation's quarterly
estimated tax payments for the 2016 tax year. Tax consulting
services cover tax consulting matters that may arise for which the
Debtors seek KPMG's advice.
The firm's fee for tax compliance services will be based on actual
time incurred to complete the work at 65% of its standard hourly
rates for the individuals involved in providing services; not to
exceed $125,000. For 2016 quarterly estimated tax payments, the
firm will also bill at the 65% of its standard hourly rates. The
firm's fees for any tax consulting services will be based on the
actual time incurred to complete the work at 80% of its standard
hourly rates for the individuals involved in providing the
services. In addition, the firm will bill the Debtors for
out-of-pocket expenses.
A copy of the Additional Engagement Letter is available for free
at:
http://bankrupt.com/misc/Haggen_H_1490_KPMG_2nd_Letter.pdf
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors. The members appointed to the Committee are:
(i) Unified Grocers, Inc., (ii) PepsiCo, Inc., (iii) Starbucks,
(iv) Santa Monica Seafood, (v) United Food and Commercial Workers
International, (vi) Valassis Communications, Inc., Valassis Direct
Mail, Inc., and (vi) Spirit SPE HG 2015-1, LLC; c/o Spirit SPE
Manager, LLC. Unified Grocers and UFCW are co-chairs of the
Committee. The Creditors Committee tapped Pachulski Stang Ziehl &
Jones LLP as counsel.
INEOS GROUP: Bank Debt Due 2018 Trades at 4% Off
------------------------------------------------
Participations in a syndicated loan under which Ineos Group Plc is
a borrower traded in the secondary market at 96.36
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.61 percentage points from the
previous week. Ineos Group pays 275 basis points above LIBOR to
borrow under the $2.617 billion facility. The bank loan matures on
May 2, 2018 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
INFORMATICA CORP: Bank Debt Trades at 7% Off
--------------------------------------------
Participations in a syndicated loan under which Informatica Corp is
a borrower traded in the secondary market at 92.60
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.35 percentage points from the
previous week. Informatica Corp pays 350 basis points above LIBOR
to borrow under the $1.875 billion facility. The bank loan matures
on June 1, 2022 and carries Moody's B2 rating and Standard & Poor's
B rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
INTEGRATED FREIGHT: Taps Stevenson & Company as New Auditors
------------------------------------------------------------
Integrated Freight Corporation announced that it has engaged
Stevenson & Company CPAs LLC as its new audit firm.
Integrated Freight's former auditor, DKM Certified Public
Accountants, the Company's independent audit firm for fiscal years
ended March 31, 2013, and 2014, resigned as the Company's
independent audit firm on July 10, 2015, after learning of an
investigation by the Securities and Exchange Commission which
resulted in the SEC's termination on Dec. 10, 2015, of that firm's
privilege to practice before the SEC.
David N. Fuselier, Integrated Freight CEO stated, "This recent
ruling was a significant setback for our Company. Any delay in
achieving full compliance with SEC reporting requirements impacts
IFCR's progress toward up listing to OTCBB and capital formation.
However, it should be noted that our Company was not at fault and
had no responsibility whatsoever in this ruling."
According to Jace Simmons, IFCR's CFO, "In spite of this setback,
we have hired a new audit firm and are moving forward as rapidly as
possible to becoming fully compliant with the SEC's reporting
requirements. Our subsidiary trucking operations are unaffected by
these events."
As a result of the SEC ruling, the Company must have fiscal year
2014 re-audited by Stevenson & Company for inclusion in its annual
report on Form 10-K for the 2015 fiscal year.
About Integrated Freight
Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers. The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard. IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.
Integrated Freight reported a net loss of $1.43 million on $20.2
million of revenue for the year ended March 31, 2014, compared with
net income of $4.81 million on $20.1 million of revenue for the
year ended March 31, 2013.
As of Dec. 31, 2014, the Company had $4.30 million in total assets,
$16.7 million in total liabilities, and a $12.4 million total
stockholders' deficit.
DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014, citing that the
Company has significant net losses and cash flow deficiencies.
Those conditions raise substantial doubt about the Company's
ability to continue as a going concern.
JOHN PAUL SMITH: Order on Consummation of Chapter 11 Plan Affirmed
------------------------------------------------------------------
Judge Terence W. Boyle of the United States District Court, Eastern
District of North Carolina, Southern Division, affirmed the order
on consummation of a Chapter 11 reorganization plan that was
entered by the Bankruptcy Court for the Eastern District of North
Carolina on July 10, 2015.
Well's Fargo had filed a proof of claim asserting a secured lien on
real property in Columbus County, North Carolina in the amount of
$146,559.52. On February 3, 2010, the bankruptcy court entered a
confirmation order confirming Smith's amended Chapter 11 plan.
Smith, however, was unable to meet the terms and conditions imposed
by the Chapter 11 plan, and the bankruptcy case was dismissed on
October 4, 2012.
On May 14, 2013, Wells Fargo commenced a foreclosure action in
Columbus County Superior Court, but the superior court entered an
order holding that Wells Fargo's lien was void in light of the
confirmation order.
Wells Fargo moved to reopen the Chapter 11 case in the bankrupcty
court, seeking a determination of the meaning and effect of the
Chapter 11 plan and confirmation order on its lien. On July 27,
2015, the bankruptcy court held that Smith's Chapter 11 plan was
never confirmed, that Wells Fargo's lien on the subject property is
unaffected by the plan and the bankruptcy case, and that Smith did
not receive a discharge under 11 U.S.C. Section 1141(d).
Smith appealed, contending that the confirmation order was a final
order which confirmed the reorganization plan without condition.
Judge Boyle held that the bankrupcty court correctly concluded that
the confirmation order conditioned confirmation of the Chapter 11
plan on Smith's making the payments on allowed claims as required
under the plan. The judge explained that because Smith did not pay
the allowed claims pursuant to the plan and voluntarily dismissed
his bankruptcy case, the condition precedent to confirmation was
not satisfied, and Smith's reorganization plan was therefore not
confirmed, and he cannot derive the benefits of Chapter 11
protection.
The case is JOHN PAUL SMITH, Appellant, v. WELLS FARGO BANK, N.A.,
Appellee, No. 7:15-CV-156-BO (E.D.N.C.).
A full-text copy of Judge Boyle's February 18, 2016 order is
available at http://is.gd/jAoPjwfrom Leagle.com.
John Paul Smith is represented by:
Ciara L. Rogers, Esq.
George Mason Oliver, Esq.
OLIVER FRIESEN CHEEK PLLC
405 Middle Street
New Bern, NC 28563
Tel: (252)633-1930
Fax: (252)633-1950
Email: ciara@olivercheek.com
george@olivercheek.com
Wells Fargo is represented by:
Francisco T. Morales, Esq.
Julie Barker Pape, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
555 Fayetteville Street, Suite 1100
Raleigh, NC 27601
Tel: (919)755-2100
Fax: (919)755-2150
Email: fmorales@wcsr.com
-- and –-
Julie Barker Pape, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
One West Fourth Street
Winston Salem, NC 27101
Tel: (336)721-3600
Fax: (336)721-3660
Email: jpape@wcsr.com
JORGE WILSON: Court Partially Grants Bid to Junk Wilson's Suit
--------------------------------------------------------------
Judge Mildred Caban Flores of the United States Bankruptcy Court
for the District of Puerto Rico granted in part and denied in part
the motion filed by Jose Nater Vazquez, Esq., to dismiss Dr. Jorge
E. Rodriguez Wilson's adversary complaint.
Gladys Arroyo Heredia previously obtained a state court judgment
against Dr. Rodriguez for tort damages, and then pursued and
obtained an order and writ of attachment against Dr. Rodriguez'
income stemming from health insurance providers. Nater represented
Arroyo in the state court proceedings.
The adversary complaint alleged that after Dr. Rodriguez filed for
bankruptcy, the garnishments on Dr. Rodriguez's income continued,
although the automatic stay was in effect. Dr. Rodriguez thus
sought damages for willful violation of the automatic stay and
turnover of the monies garnished from Dr. Rodriguez due to the
violations of stay and preferential transfer.
Nater argued that Dr. Rodriguez must prove every single element to
establish a colorable claim for preference under Section 547(b) of
the Bankruptcy Code. Judge Flores agreed with Nater that Dr.
Rodriguez cannot establish the first element that the transfer was
made "to or for the benefit of a creditor" because Nater is a
non-creditor of Dr. Rodriguez, but merely an attorney of the
judgment creditor in the state court litigation. Thus, the motion
to dismiss was granted as to count three for turnover of property
with respect to Nater.
Nater also argued that the amended complaint must be dismissed
because he personally did not undertake the seizure of monies from
Dr. Rodriguez. Nater blamed the marshal instead, who executed the
attachment order issued by the state court judge. Judge Flores
disagreed, citing the legal practice that it is the judgment
creditors through the assistance of their counsel who present the
writ of attachment to the marshal.
Nater further argued that the stay violations must be dismissed
against him because Dr. Rodriguez never provided adequate
protection and that retention does not constitute a willful
violation of the stay. Judge Flores again rejected this argument,
explaining that Dr. Rodriguez is not required to afford adequate
protection for post-judgment attachments that occurred after the
bankruptcy case was commenced because such action is void.
The case is IN RE: JORGE E. RODRIGUEZ WILSON, Chapter 11, Debtor.
JORGE E. RODRIGUEZ WILSON, Plaintiff, v. GLADYS ARROYO HEREDIA AND
JOSE NATAR VAZQUEZ, Defendants
A full-text copy of Judge Flores' February 25, 2016 opinion and
order is available at http://is.gd/OAPmJNfrom Leagle.com.
Jorge E. Rodriguez is represented by:
Emily Darice Davila Rivera, Esq.
LAW OFFICE EMILY D DAVILA RIVERA
420 Ponce Leon Midtown Suite 311
San Juan, PR 00918
Gladys Arroyo Heredia is represented by:
Modesto Bigas Mendez, Esq.
BIGAS & BIGAS
515 Calle Ferrocarril
Urb Santa Maria
Ponce, PR 00717
Tel: (78)844-1444
Jose Nater Vazquez is represented by:
Sergio Criado, Esq.
CORREA ACEVEDO & ABESADA LAW OFFICE
Centro Internacional De Mercado
Torre II, 90 Carr., Suite 407
Guaynabo, PR 00968
Tel: (787)273-8300
JULIO PRUDENCIO: Court Allows 12th Street to Proceed with Eviction
------------------------------------------------------------------
Judge S. Martin Teel, Jr., of the United States Bankruptcy Court
for the District of Columbia denied Julio Prudencio's motion to
reconsider an order granting 12th Street Real Estate, LLC, relief
from the automatic stay, and permitting 12th Street to proceed with
an eviction proceeding against Prudencio in the Superior Court of
the District of Columbia.
Since 2010, Prudencio held a leasehold interest in real property
located at 3000 12th Street, N.E., Washington, D.C. However, after
the property was conveyed to 12th Street by virtue of a foreclosure
sale, 12th Street treated Prudencio's leasehold interest as a
tenancy at will and terminated the same.
12th Street commenced an eviction proceeding against Prudencio.
When Prudencio filed his bankruptcy petition, 12th Street filed a
motion for relief from the automatic stay in Prudencio's bankruptcy
case to resume the eviction proceeding. Prudentio asserted that
the foreclosure sale was void because it violated the automatic
stay in Case No. 11-00645, a bankruptcy case that his grantors,
Gary and Delores Stancil filed just prior to the foreclosure sale.
Judge Teel held that the foreclosure sale conveying the property to
12th Street is effective. The judge found that Gary Stancil
previously brought an adversary proceeding seeking a deterrmination
that the foreclosure sale violated the automatic stay that arose in
Case No. 11-00645, and then decided to settle the adversary
proceeding wherein the parties agreed, and the court declared, that
title to the property is vested in 12th Street.
Thus, Judge Teel concluded that Prudencio's tenancy became a
tenancy at will and 12th Street was free to terminate the lease.
The case is In re JULIO PRUDENCIO, Chapter 11, Debtor, Case No.
15-00535 (Bankr. D.C.).
A full-text copy of Judge Teel's February 23, 2016 memorandum
decision and order is available at http://is.gd/Wj5e4sfrom
Leagle.com.
Julio Prudencio, Debtor In Possession, is represented by:
Claude Roxborough, Esq.
FOWLER ROXBOROUGH
U. S. Trustee for Region Four, U.S. Trustee, is represented by:
Bradley D. Jones, Esq.
U.S. TRUSTEE'S OFFICE
115 South Union Street, Plaza Level, Suite 210
Alexandria, VA 22314
Tel: (703)557-7176
Fax: (703)557-7279
JW RESOURCES: Court Denies Motion to Enforce Sale Order
-------------------------------------------------------
Judge Gregory Shaaf of the U.S. Bankruptcy Court for the Eastern
District of Kentucky, Lexington Division, denied the motion to
enforce sale order which was filed by movants H.I.G. Bayside Debt &
LBO Fund II, L.P. and Bayside JW Resources, LLC.
The Movants asked the Court to require Revelation Energy, LLC, to
replace a letter of credit issued pursuant to the terms of a lease
between the Debtor SCRB Properties, Inc., as lessee and Kentucky
River Properties, LLC ("KRP"), as lessor ("KRP Lease").
The Court previously entered the Sale Order, which reserved the
issue of jurisdiction and required Revelation to comply with its
counsel's representation on the record that if a minimum royalty
payment is due pursuant to the terms of the KRP Lease, it will pay.
After hearing the remaining issues, the Court denied the Movant's
Motion and held that it "declines to exercise jurisdiction over the
third party dispute that can only have a minimal effect, if any, in
the bankruptcy estate."
The Official Committee of Unsecured Creditors of JW Resources,
Inc., et. al. is represented by:
T. Kent Barber, Esq.
BARBER LAW PLLC
3168 Arrowhead Drive
Lexington, KY 40503
Telephone: (859)296-4372
E-mail: kbarber@barberlawky.com
H.I.G. Bayside Debt & LBO Fund II, L.P. and Bayside JW Resources,
LLC are represented by:
Mary Elisabeth Naumann, Esq.
Jay E. Ingle, Esq.
JACKSON KELLY PLLC
175 E. Main Street, Ste. 500
Lexington, KY 40507
Telephone: (859)255-9500
E-mail: mnaumann@jacksonkelly.com
jingle@jacksonkelly.com
About JW Resources
JW Resources Inc. and its subsidiaries are U.S. producers of
thermal coal with mineral reserves, mining operations and coal
properties located in the Central Appalachian ("CAPP") regions
of Kentucky. JW acquired the thermal coal mining operations of
Xinergy in eastern Kentucky for $47.2 million in February 2013.
JW's business operations comprise what is known as the "Straight
Creek" operations located in Bell, Leslie and Harlan Counties,
Kentucky, and the "Red Bird" operations located in Bell, Leslie,
Knox, and Clay Counties, Kentucky. JW Resources is the parent and
sole shareholder of SCRB Properties, Inc., Straight Creek Coal
Mining, Inc. and SCRB Processing, Inc.
JW Resources and its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. E.D. Ky. Lead Case No. 15-60831) in London,
Kentucky on June 30, 2015.
The Debtors tapped Frost Brown Todd LLC as counsel, and Energy
Ventures Analysis, Inc., as sale advisor.
JW Resources estimated $1 million to $10 million in assets and
$50 million to $100 million in debt. Straight Creek estimated
$10 million to $50 million in assets and $50 million to $100
million in debt.
KAR AUCTION: Moody's Assigns Ba3 Rating on New $1.6-Bil. Loans
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to KAR Auction
Services, Inc.'s proposed $300 million revolving credit facility
and $1.35 billion of term loans, and affirmed KAR's B1 Corporate
Family Rating, B1-PD Probability of Default Rating and SGL-1
Speculative Grade Liquidity rating. The ratings have a stable
outlook.
The company plans to use the proceeds from the new term loans to
refinance its outstanding revolver borrowings and for general
corporate purposes. The refinancing will also extend the company's
debt maturities.
RATINGS RATIONALE
Moody's estimates that pro forma for the refinancing and the
pending acquisition of Brasher's Auto Auctions, KAR's leverage will
be approximately 5.6x (Moody's adjusted). The affirmation of the
B1 CFR reflects Moody's expectation that KAR's leverage will
decline toward 5x over the next 12 months from organic EBITDA
growth of about 7% to 8% and EBITDA contribution from acquisitions.
Moody's expects KAR to generate free cash flow of approximately
$190 million in 2016 (about 4% of total adjusted debt).
KAR's B1 CFR reflects its large scale and leading market positions
in its core markets which support its good EBITDA margins. Moody's
expects KAR's revenue growth to continue to benefit from growing
volumes in each of its three segments, although pricing pressure
and declines in average used car prices driven by higher volumes
will modestly temper revenue growth rates. Nonetheless, Moody's
expects good growth in KAR's whole car and salvage vehicle auction
volumes and add-on services to drive consolidated revenue growth of
about 7% to 8% over the next 12-18 months on an organic basis. The
ratings are constrained by KAR's high financial leverage. The
company's strong EBITDA growth in recent years has been offset by
the increase in borrowings under its receivables securitization
agreements and incremental debt to fund acquisitions.
The stable outlook is based on Moody's expectations that KAR will
generate good EBITDA growth and leverage will decline toward 5x
(Moody's adjusted) over the next 12 months.
KAR's SGL-1 liquidity rating is supported by its good cash
balances, availability under the new $300 million revolving credit
facility and projected free cash flow.
Moody's could upgrade KAR's ratings if the company maintains good
earnings growth and total debt to EBITDA (Moody's adjusted) is
sustained under 4.5x. The ratings could be downgraded if leverage
(total adjusted debt including the securitization/ EBITDA)
increases to 6.0x or free cash flow declines to the low single
digit percentages of total debt for an extended period of time as a
result of weak revenue growth, erosion in EBITDA margins or large
debt-financed acquisitions or shareholder returns.
Assignments:
Issuer: KAR Auction Services, Inc.
$300 million senior secured revolver due 2021, Ba3 (LGD3)
$1,350 million senior secured Term Loan B-3 due 2023, Ba3 (LGD3)
Affirmations:
Issuer: KAR Auction Services, Inc.
Corporate Family Rating, B1
Probability of Default Rating, B1-PD
Speculative Grade Liquidity Rating, SGL-1
$1,098 million (outstanding) senior secured Term Loan B-2 due
March 2021, Ba3 (LGD3)
Outlook Actions:
Issuer: KAR Auction Services, Inc.
Outlook, Remains Stable
KAR is a leading provider of vehicle auction services in North
America with $2.64 billion in annual revenues.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
KEY SAFETY: Moody's Affirms B1 CFR & Revises Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed Key Safety Systems, Inc.'s
ratings -- Corporate Family Rating and Probability of Default
Rating at B1 and B2-PD, respectively. The ratings of Key Safety's
secured revolver and secured term loan were also affirmed at Ba2.
In a related action Moody's revised the rating outlook to
negative.
These ratings were affirmed:
Key Safety Systems, Inc.
Corporate Family Rating, at B1
Probability of Default Rating, at B2-PD
$75 million senior secured revolver due 2019 at Ba2 (LGD2)
$575 million ($568.2 million outstanding) senior secured term
loan due 2021 at Ba2 (LGD2)
Rating Outlook, revised to negative from stable.
RATINGS RATIONALE
On Feb. 2, 2016, Key Safety entered into a definitive agreement to
merge with Ningbo Joyson Electronic Corporation (Joyson) under
which Joyson will acquire all the outstanding shares of Key Safety
for approximately $920 million. Joyson is a leading global
supplier of automotive electronic and other components
headquartered in Ningbo, China and publicly listed on the Shanghai
Stock Exchange. As part of the transaction, Joyson is expected to
pay down $100 million of Key Safety's senior secured debt and
contribute $30 million for general corporate purposes. Over the
long-term the new strategic ownership should support additional
cross selling opportunities. The transaction is expected to close
in the first half of 2016, and is subject to regulatory filings,
approvals and other customary closing conditions.
The affirmation of Key Safety's B1 Corporate Family Rating
incorporates the company's competitive position as a global
supplier of airbags, seatbelts, and steering wheels within the
automotive industry. This strength has supported increasing new
business wins for which management expects to grow by 11% for
year-end 2015. The company's balanced geographic profile should
support strong revenue growth with management expecting Asia to
represent an estimated 48% of 2016 revenues, the Americas -- 34%,
and Europe -- 18%. Moody's forecasts automotive demand to increase
in each of these markets for 2016. Key Safety's debt/EBITDA
leverage remains high at 6.2x as of Sept. 30, 2015, (inclusive of
Moody's adjustments) which incorporates the $50 million incremental
term loan added in August 2015 to support business growth capital
expenditures. Considering debt reduction related to the current
transaction, pro forma debt/EBITDA deleverages to 5.3x as of Sept.
30, 2015. Key Safety's credit metric should improve by year-end
2016 supported by the company's new business wins. Management
expects Key Safety's year-end 2015 Debt/EBITDA to approximate 5.4x
(inclusive of Moody's adjustments) with the deleveraging impact of
the current transaction to reduce leverage to approximately 4.6x.
Yet, this remains above Moody's expectations of Debt/EBITDA at
approximately 4x for year-end 2015 when the initial B1 rating was
assigned in July 2014.
The positive aspects of the Key Safety's acquisition by Joyson are
weighed by certain funding aspects of the transaction and Joyson's
aggressive acquisition history. J oyson plans to finance this
transaction with cash (40%) and a bridge loan (60%). Joyson's
management expects the bridge loan to be paid down through an
equity offering at Joyson in the second half of 2016. Joyson is
not expected to guarantee nor assume the Key Safety debt, and the
current restricted payment limitation within the Key Safety senior
secured credit facilities are expected to remain in place. However,
following the close of the transaction Key Safety will become a key
support for Joyson's high leverage, representing over 40% of
consolidated EBITDA for Joyson. The negative outlook reflects
looking through the operations of Joyson that the consolidated
leverage will approach the previously establish downward rating
trigger of 5x. In addition, the negative outlook incorporates the
increased business risk of Joyson's aggressive and rapid pace of
global acquisitions, which inclusive of the acquisition of Key
Safety, have increased revenues from approximately $480 million at
year-end 2010 to $3.3 billion by year-end 2015. That said, while
the pace strategic growth and near-term funding strategy of Joyson
adds additional debt risk, the successful paydown of Joyson's
bridge debt supporting the Key Safety acquisition could support a
positive rating action. Assuming the public equity offering in the
second half of 2016 successfully reduces Joyson's bridge debt
supporting the Key Safety acquisition, Joyson's consolidated
leverage is expected to reduce below 2x.
Key Safety is anticipated to have an adequate liquidity profile
over the near-term supported by cash on hand and availability under
its revolving credit facility. As of Sept. 30, 2015, the company
had approximately $54.5 million of cash and equivalents plus an
additional $51.6 million of bank acceptance notes which are also a
source of liquidity. Availability under the $75 million revolving
credit facility due 2019 was approximately $58 million after $14.7
million of borrowings and $2 million in undrawn letters of credit.
Pro Forma for the transaction, borrowings under the revolver are
expected to paid down completely. Free cash flow is expected to
roughly break even over the near-term, due to higher capital
spending levels to support new business wins. Key Safety's credit
facility has a springing maximum net leverage ratio covenant that
is tested during periods where the ending utilization of the
revolver is at least 32.5%. Moody's do not expect this covenant to
spring into effect over the next 18 months.
An improvement in Key Safety's rating or outlook would be driven by
an improvement in credit metrics and free cash flow generation used
to reduce debt. A consideration for a higher rating or outlook
could result from EBITA / interest sustained above 3.3x and debt /
EBITDA approaching 3.5x while demonstrating a financial policy that
is focused on debt reduction rather than shareholder returns. The
successful paydown of the Joyson bridge loan used to finance the
acquisition of KSS could also support a positive rating action.
A lower rating could result from weakening global automotive demand
or inefficiencies resulting from the company addressing its new
business backlog. Consideration for a lower rating could result
from EBITA margins falling below 4%, EBITA / interest approaching
1.5x, or debt / EBITDA sustained above 5.0x. A deteriorating
liquidity profile or the initiation of large shareholder
distributions could also result in the lowering of the company's
rating. The unsuccessful paydown of the Joyson bridge loan used to
finance the acquisition of KSS or additional debt funded
acquisitions at Joyson could also support a negative rating
action.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013.
Key Safety, headquartered in Sterling Heights, Michigan, designs,
engineers and manufactures airbags and inflators, seatbelts, and
steering wheels for the global automotive industry. Revenues for
the LTM period ended September 30, 2015 were approximately
$1.5 billion. Key Safety is currently majority-owned by
FountainVest Partners.
MEG ENERGY: Bank Debt Trades at 30% Off
---------------------------------------
Participations in a syndicated loan under which MEG Energy Corp is
a borrower traded in the secondary market at 69.65
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.10 percentage points from the
previous week. MEG Energy pays 275 basis points above LIBOR to
borrow under the $1.287 billion facility. The bank loan matures on
March 16, 2020 and carries Moody's B3 rating and Standard & Poor's
BB+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
METROPLEX: May Sell NY Property Under Ch. 11 Plan
-------------------------------------------------
Judge Carla E. Craig of the United States Bankruptcy Court for the
Eastern District of New York granted the joint motion filed by
Metroplex on the Atlantic, LLC, and DOF IV Metroplex, LLC, seeking
an order in support of confirmation of their Amended Chapter 11
Plan determining that Metroplex's property located in Far Rockaway,
Queens County, New York, may be sold under the plan pursuant to
Section 363(f)(4) and (5) of the Bankruptcy Code, free and clear of
all claims and interests including an alleged easement running with
the land.
The motion was filed January 29, 2016. On February 8, 2016, an
objection was filed by Richard George, who claimed to hold rights
to the easement which Metroplex was alleged to have intentionally
and willfully violated with the construction of its building.
George argued that the property cannot be sold free and clear of
the easement unless he consents or the easement is in bona fide
dispute.
Judge Craig held that the easement is an in rem interest in the
property that would be subject to section 363(f). The judge also
found that George can be compelled to accept a monetary
satisfaction for his interest in the easement because the removal
of Metroplex's building would impose a substantial burden on
Metroplex and its creditors without providing any actual benefit to
George.
The case is In re: Metroplex on the Atlantic, LLC, Chapter 11,
Debtor, Case No. 15-42499-cec (Bankr. E.D.N.Y.).
A full-text copy of Judge Craig's February 24, 2016 decision is
available at http://is.gd/pU0LhMfrom Leagle.com.
Metroplex on the Atlantic, LLC is represented by:
Elizabeth M Aboulafia, Esq.
Alissa K Piccione, Esq.
Bonnie Pollack, Esq.
Matthew G Roseman, Esq.
CULLEN & DYKMAN LLP
100 Quentin Roosevelt Boulevard
Garden City, NY 11530-4850
Tel: (516)357-3700
Fax: (516)357-3792
Email: eaboulafia@cullenddykman.com
apiccione@cullenddykman.com
bpollack@cullenanddykman.com
roseman@cullenanddykman.com
-- and --
Lawrence P. Gottesman, Esq.
ALLEGAERT BERGER & VOGEL LLP
111 Broadway, 20th Floor
New York, NY 10006
Tel: (212)571-0550
Fax: (212)571-0555
Email: lgottesan@abv.com
Office of the United States Trustee, U.S. Trustee, is represented
by:
Marylou Martin, Esq.
DEPARTMENT OF JUSTICE
Office of the United States Trustee
201 Varick Street, Suite 1006
New York, NY 10014
Tel: (212)510-0500
Fax: (212)668-2255
METROPOLITAN AUTOMOTIVE: Seeks $7.5MM DIP Financing from Bidder
---------------------------------------------------------------
Metropolitan Automotive Warehouse, Inc., and Star Auto Parts, Inc.,
ask the U.S. Bankruptcy Court to approve Parts Authority Metro LLC,
as the stalking horse bidder for substantially all of the Debtors'
assets.
The Debtors also seek authority from the Court to obtain
postpetition financing up to $7.5 million to be provided by PAM.
According to the Debtors, post-petition financing provided by PAM
will pay off the balance owing pursuant to the Interim DIP
Financing already advanced by Parts Authority, Inc., in the amount
of $2.5 million, $2.50 million of which will fund the inventory
needs of the Debtors through to the Sale Hearing, and the final
$2.5 million of which will fund the inventory needs of the Debtors.
Approximately $21 million is currently owed and outstanding on an
interim basis, $2.5 million from Parts Authority, Inc., the Debtors
tell the Court.
According to the Debtors, the goal of the 363 sale process is to
ensure that the Debtors continue as a going concern, which will
maximize asset value, maintain the jobs of approximately 800
employees, preserve employee and retiree benefits, maintain
important contracts and other vendor relationships, ensure payment
of secured claims and certain other obligations critical to the
Debtors' ongoing operations, and provide value to help fund
payments to unsecured creditors under a plan.
The Debtors have selected the bid from PAM, which they believe to
be the highest and otherwise best stalking horse bid, and will pave
the way toward a successful sale of the Debtors' business as a
going concern. In order to realize the greatest recovery for
creditors in these cases, the Debtors need to promptly consummate a
sale of substantially all assets of their estates. This can be
best accomplished by the Court's approval of PAM (i) as the
Stalking Horse Bidder, which will jump-start the Debtors' auction
process, and (ii) as the Debtors' post-petition lender, which is
necessary to provide the Debtors with additional financing
sufficient to sustain the Debtors' operations through the closing
of the sale of the Debtors' businesses.
The Debtors ask that the sale hearing be set for hearing on or
before March 9, 2016. Scheduling a sale hearing on a date later
than march 9 will (i) subject to estate to approximately $400,000
of losses per week, risking the estates administrative solvency;
(ii) result in a significant decrease in the expected value
ultimately realized from the stalking horse's bid, and (iii) chill
bidding, effectively eliminating any potential over bidders, and
requiring the estates to close on the existing stalking bid from
PAM, without the benefit of a vigorous auction.
Metropolitan Automotive Warehouse, Inc. is represented by:
Garrick A. Hollander, Esq.
Richard H. Golubow, Esq.
Jeannie Kim, Esq.
WINTHROP COUCHOT PROFESSIONAL CORPORATION
660 Newport Center Drive, Fourth Floor
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Email: ghollander@winthropcouchot.com
rgolubow@winthropcouchot.com
jkim@winthropcouchot.com
About Metropolitan Automotive
Metropolitan Automotive Warehouse, Inc. filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 16-10096) on Jan. 6,
2016. The petition was signed by Ron Turner, the president.
The Debtor has estimated assets in the range $10 million to $50
million and estimated liabilities of $50 million to $100 million.
Winthrop Couchot Professional Corporation serves as the Debtor's
counsel. Judge Wayne E. Johnson has been assigned the case.
Metropolitan Automotive Wholesale, Inc. is a family-owned Southern
California-based business, distributing automotive aftermarket
parts for the last 60 years, with operations in Southern California
and Central California. The Debtor distributes aftermarket
automotive parts to retail stores and also sells to and fulfills
orders for various e-commerce customers.
Star Auto Parts, Inc., a wholly-owned subsidiary of the Debtor, is
a Southern California based retailer of aftermarket parts. Star
sells aftermarket automotive parts directly to repair facilities
also known as the "Do-it-for-Me" channel, end users, also known as
the "Do-it-Yourself" channel, and businesses which own and operate
vehicle fleets. The Debtors employ approximately 1,000 persons.
MID-ATLANTIC CORPORATE: Fitch to Withdraw bb- Viability Rating
--------------------------------------------------------------
Fitch Ratings plans to withdraw the ratings for Mid-Atlantic
Corporate Federal Credit Union (Mid-Atlantic) on or about April 4,
2016, for commercial reasons.
Fitch currently rates the following entity with a Stable Outlook:
Mid-Atlantic Corporate Federal Credit Union
-- Long-term IDR 'A+';
-- Short-term IDR 'F1+';
-- Viability Rating 'bb-';
-- Support Rating '1';
-- Support Rating Floor 'A-'.
Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market of the rating withdrawal of Emigrant Bancorp, Inc. and
its related entities. Ratings are subject to analytical review and
may change up to the time Fitch withdraws the ratings.
Fitch's last rating action for the above referenced entities was on
Jan. 29, 2016. The ratings were affirmed.
MONEY CENTERS: RBSM's Bid to Withdraw Reference Granted
-------------------------------------------------------
In the case captioned MICHAEL ST. PATRICK BAXTER, solely in his
capacity as Chapter 11 Trustee of MONEY CENTERS OF AMERICA, INC.,
Plaintiff, v. SHERB & CO., LLP and RBSM, LLP, Defendants, No.
15-cv-8754 (SAS) (S.D.N.Y.), relating to In re MONEY CENTERS OF
AMERICA, INC. and CHECK HOLDINGS, LLC, Debtors, Judge Shira A.
Scheindlin of the United States District Court for the Southern
District of New York granted the motion filed by RBSM, LLP, to
withdraw the reference to the bankruptcy court of the adversary
proceeding.
The adversary proceeding was filed in the Bankruptcy Court for the
Southern District of New York by Michael St. Patrick Baxter, solely
in his capacity as Chapter 11 Trustee of Money Centers of America,
Inc., against Sherb & Co., LLP, and RBSM for breach of contract and
professional negligence.
Judge Scheindlin held that the reference should be withdrawn
because "unnecessary costs could be avoided by a single proceeding
in the district court." The judge noted that the claims are
non-core, that RBSM does not consent to the bankruptcy court
entering a final judgment, and that the parties do not obtain any
benefit from the case being before the bankruptcy court.
A full-text copy of Judge Scheindlin's February 16, 2016 opinion
and order is available at http://is.gd/bngfJ1from Leagle.com.
Michael St. Patrick Baxter is represented by:
Dianne Frances Coffino, Esq.
COVINGTON & BURLING LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
Tel: (212)841-1000
Email: dcoffino@cov.com
RBSM, LLP is represented by:
Christopher Bopst, Esq.
GOLDBERG SEGALLA, LLP
500 Lexington Avenue / Suite 900
New York, NY 10022-6000
Tel: (646)292-8700
Fax: (646)292-8701
-- and --
Eric Scott Cohen, Esq.
DONOVAN HATEM, LLP
112 W 34th Street, 18th Floor
New York, NY 10120
Tel: (212)244-3333
About Money Centers
Headquartered in King of Prussia, Pa., Money Centers of America
Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--
provides cash access services to the gaming industry. The company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos. The company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain their own cash access services, including the addition
of merchant card processing.
NEIMAN MARCUS: Bank Debt Trades at 16% Off
------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc is a borrower traded in the secondary market at 83.56
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.79 percentage points from the
previous week. Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's
did not give any rating. The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Feb. 26.
NEWBURY COMMON ASSOCIATES: March 23 Hearing on Transfer, Examiner
-----------------------------------------------------------------
Judge Laurie Selber Silverstein will convene a hearing on March 23,
2016 at 10:00 a.m. (ET), to consider these motions filed in the
Chapter 11 cases of Newbury Common Associates, LLC, et al.:
-- Emergency Motion of Debtors for Entry of Interim and Final
Orders (I) Authorizing the Use of Cash Collateral, (II) Granting
Adequate Protection to Prepetition Secured Parties, and (III)
Scheduling a Final Hearing [D.I. 176] (Final Hearing);
-- United States Trustee's Motion for an Order Directing the
Appointment of an Examiner;
-- Motion of Certain Investors for an Order Appointing an
Official Committee of Investors; and
-- Motion of Patriot Bank, N.A. to Transfer Venue of These
Chapter 11 Cases to the United States Bankruptcy Court for the
District of Connecticut.
Patriot Bank seeks a change of venue for the Chapter 11 Cases to
the United States Bankruptcy Court for the District of Connecticut
because, among other things, the Debtors' Properties are located in
Connecticut and the majority of the Debtors are domiciled
exclusively in Connecticut. Two out of three of the Original
Debtors' principal managers, John DiMenna, Thomas Kelly and William
Merritt, are located in Connecticut and the majority of the
Additional Debtors' Equity Security Holders are located in
Connecticut. Similarly, more than two-thirds of the Debtors'
creditors are located in Connecticut.
According to Patriot Bank, the economic effect of these Chapter 11
Cases is felt most acutely in Connecticut, where the Debtors'
Properties, Managers, Owners and creditors are located. Transfer of
these Chapter 11 Cases to Connecticut would facilitate the
participation of creditors and members/stakeholders in the
determinations affecting the Debtors' debts and the future of the
Debtors' assets.
Investors representing approximately $25,747,598 of investments
across 15 Debtor entities and 5 non-Debtor affiliates filed a
redacted motion for an order directing the U.S. Trustee to appoint
an official investors committee. The Debtors have sought approval
to file the unredacted motion under seal. Beginning on January 12
and continuing through February 4, 2016, the Investors sent several
letters to the U.S. Trustee requesting that he appoint an Investors
Committee. The U.S. Trustee has so far refused to appoint an
Investors Committee. The Investors assert that they are entitled
to their day in court on whether there is equity value, or the
potential for equity value, sufficient to warrant appointment of an
Investors Committee.
In its motion for an appointment of an examiner, the U.S. Trustee
said that the immediate appointment of an examiner under Sec.
1104(c)(1) is required so that an independent and disinterested
person can investigate extensive irregularities in the management
of the Debtors' affairs, including purported prepetition
wrongdoing, misconduct, and mismanagement, as well as inter-debtor
claims and claims that may exist against current or former
insiders. According to the U.S. Trustee, the facts and
circumstances that support the appointment of an examiner include:
* the prepetition failure of the debtors and their affiliates to
maintain proper business records and cash controls, including a
disregard of corporate formalities and a failure to maintain the
corporate separateness of the various entities;
* the purported mishandling of investor funds prepetition;
* the alleged forging by one insider of other insiders'
signatures on financial documents, including personal guarantees,
prior to the commencement of these cases;
* the postpetition filing of deficient monthly financial
reports;
* the postpetition filing of schedules with multiple disclaimers
that call their reliability into question;
* the Debtors' postpetition failure to open and maintain
appropriate postpetition bank accounts for the various estates in
compliance with 11 U.S.C. Sec. 345, and the commingling of estate
and non-estate funds, including funds that may be cash collateral
of creditors of non-debtors;
* inadequate information regarding the adverse interests of the
various bankruptcy estates, posing conflicts among the various
debtors and non-debtors, with corresponding problems for the
fulfillment of fiduciary responsibilities by estate representatives
and professionals.
Counsel for the Investors:
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Robert J. Dehney, Esq.
Curtis S. Miller, Esq.
Matthew B. Harvey, Esq.
1201 North Market Street
P. O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: rdehney@mnat.com
cmiller@mnat.com
mharvey@mnat.com
Attorneys for Patriot Bank, N.A.:
GELLERT SCALI BUSENKELL & BROWN, LLC
Michael Busenkell (No. 3933)
Shannon Dougherty Humiston (No. 5740)
1201 N. Orange St., Ste. 300
Wilmington, DE 19801
Telephone: (302) 425-5800
Facsimile: (302) 425-5814
E-mail: mbusenkell@gsbblaw.com
shumiston@gsbblaw.com
Andrew R. Vara, Acting United States Trustee, is represented by:
David L. Buchbinder, Esq.
David Gerardi, Esq.
United States Department of Justice
Office of the United States Trustee
844 King Street, Suite 2207, Lockbox 35
Wilmington, DE 19801
Phone: (302) 573-6491
Fax: (302) 573-6497
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.
NOVELIS: Bank Debt Trades at 8% Off
-----------------------------------
Participations in a syndicated loan under which Novelis is a
borrower traded in the secondary market at 91.96
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.61 percentage points from the
previous week. Novelis pays 325 basis points above LIBOR to borrow
under the $1.8 billion facility. The bank loan matures on May 27,
2022 and carries Moody's Ba2 rating and Standard & Poor's BB
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
NRG ENERGY: Bank Debt Trades at 2% Off
--------------------------------------
Participations in a syndicated loan under which NRG Energy is a
borrower traded in the secondary market at 97.75
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.29 percentage points from the
previous week. NRG Energy pays 200 basis points above LIBOR to
borrow under the $2.0 billion facility. The bank loan matures on
July 1, 2018 and carries Moody's Baa3 rating and Standard & Poor's
BB+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
PACIFIC SUNWEAR: Hires Restructuring Firm FTI
---------------------------------------------
Lilian Rizzo, writing for Dow Jones' Daily Bankruptcy Review,
reported that Pacific Sunwear of California Inc., a retailer with
surf-inspired clothing, has hired financial advisers ahead of
maturing debt load as the company continues to struggle amid a
downturn in the teen retail industry.
According to the report, the publicly traded retailer is working
with restructuring firm FTI Consulting Inc. and investment bank
Guggenheim Securities to get a handle on $160 million in debt
slated to mature later this year. The company is weighing its
options whether to restructure the debt outside of court, or as
part of a restructuring under chapter 11, according to people
familiar with the situation, the report related.
The DBR report said the company's performance weakened during the
financial crisis, and it has been unable to fully rebound ever
since, one of the people said. The company has had three
consecutive quarters of declining sales, negative comparable-store
sales, and a looming debt maturity and interest payment, the report
related.
PALMAZ SCIENTIFIC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Palmaz Scientific Inc. 16-50552
18618 Tuscany Stone Dr, Suite 100
San Antonio, TX 78258
Advanced Bio Prosthetic Surfaces, Ltd. 16-50555
ABPS Management, LLC 16-50556
ABPS Venture One, Ltd. 16-50554
Type of Business: Research and Development Company
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtors' Counsel: Michael M. Parker, Esq.
Steve A. Peirce
NORTON ROSE FULBRIGHT US LLP
300 Convent St, Suite 2100
San Antonio, TX 78205
Tel: (210) 224-5575
Fax: (210) 270-7205
E-mail: michael.parker@nortonrosefulbright.com
steve.peirce@nortonrosefulbright.com
Debtors' KREAGER MITCHELL
Corporate
Counsel:
Debtors' ANDY TAYLOR & ASSOCIATES
Litigation
Counsel:
Debtors' GERBSMAN PARTNERS
Investment
Banker:
Debtors' Jennifer L. Rothe, C.P.A.
Accountants: GROFF & ROTHE
Debtors'
Noticing
Agent: UPSHOT SERVICES LLC
Estimated Assets: $10 million to $50 million
Estimated Debt: $10 million to $50 million
The petitions were signed by Eugene Sprague, director.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Texas Treasury Safekeeping Grant with $3,000,000
Trust Company Conditions
Emerging Technology
Fund Award Program
Attn: Jyoti Gupta
Steven Solomon Compensation $1,078,395
4405 Belclaire
Dallas, TX 75205
Christopher Boyle Settlement $990,000
c/o David Dunham Agreement
301 Congress Avenue,
Suite 1050
Austin, TX 78701
Rosenbaum IP, P.C. Professional $628,552
1480 Techoy Road Fees
Northbrook, IL 60062
Asel & Associates Professional $350,000
Attn: John Asel Fees
18618 Tuscany Stone
Drive, Suite 100
San Antonio, TX 78258
Elder Bray & Bankler, PC Professional $194,660
Fees
Pinnacle Technical Resources, Inc. Trade $143,160
Davis & Santos Professional $134,246
Fees
Thompson & Knight LLP Professional $124,216
Fees
Leigh Rinearson Loan $100,000
Synergistix Trade $51,500
Bank Direct Capital Finance LLC Insurance $44,369
David Xu Payroll $21,427
Chansu Consulting, LLC Creditor $18,539
Miguel Marquez Wages $16,083
Silvio Ouchi Wages $11,825
Efrain Velazquez Wages $11,201
Dublin & Associates, Inc. Professional $10,000
Fees
Edward Cydzik Payroll $9,769
Advanced Chemical Transport Inc. Trade $9,408
PALMAZ SCIENTIFIC: Lawsuits Force Bankruptcy Filing
---------------------------------------------------
Palmaz Scientific Inc., a research and development company
dedicated to the advancement of the technology and science of
medical implants, commenced a Chapter 11 case in the U.S.
Bankruptcy Court for the Western District of Texas due to its
inability to raise additional capital. The Company currently has
no source of revenue and intends to sell all or substantially all
of its assets.
According to its bankruptcy filing, ongoing litigations have
disrupted the Company's fundraising ability in the past 18 months.
The Debtor claimed that the plaintiffs intentionally disseminated
to current investors, potential business partners, the press, and
even the federal government authorities, false and disparaging
information about it, which essentially caused it millions of
dollars in damages.
Palmaz Scientific is or has been a party to the following lawsuits:
(a) Harriman v. Palmaz Scientific, Inc., et al.; 134th Judicial
District, Dallas County, Texas, Cause No. DC-15-12314; (b)
Ehrenberg, et al., v. Palmaz Scientific, Inc., et al. 162nd
Judicial District, Dallas County, Texas, Cause No. DC-15-11994; (c)
Advanced Bio Prosthetics Surfaces Ltd., et al. v. Akin Gump
Strauss Hauer & Feld, Baker Botts, L.L.P. and Cecil Schenker; 225th
District Court, Bexar County Texas, Cause No. 2014-CI-16776; and
(d) Palmaz Scientific, Inc. v. Susan E. Harriman, United States
District Court, Western District of Texas, San Antonio Division,
Case No. 5:15-cv-734.
Palmaz Scientific's three direct affiliates also filed for
bankruptcy, namely: Advanced Bio Prosthetic Surfaces, Ltd.; ABPS
Management, LLC; and ABPS Venture One, Ltd.
The Debtors own 256 issued United States and international patents
and 182 active U.S. and international pending patent filings on its
technologies including thin-film technologies and physical vapor
deposition process innovations to produce more reliable implantable
prosthetic devices.
Palmaz Scientific owns a highly specialized equipment valued at
approximately $1.8 million. Prior to the Petition Date, the
Company terminated 10 of its 17 employees, leaving seven active
employees in Freemont. The Company said the key employees are just
a few people who know how to operate the equipment and, therefore,
its assets will realize substantially more value with these key
employees than without them.
Also prior to the Petition Date, Palmaz Scientific suspended
operations in Fremont, California. The Company's raw materials,
supplies, and equipment remain on site in Fremont in preparation
for bidder review and due diligence.
Contemporaneously with the petitions, the Debtors filed "first day"
motions seeking authority to, among other things, use existing cash
management system, pay employee obligations, prohibit utility
providers from discontinuing services, and obtain post-petition
financing.
About Palmaz Scientific
Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Proposed Lead Case No.
16-50552) on March 4, 2016. The petition was signed by Eugene
Sprague as director. The Debtors estimated both assets and
liabilities in the range of $10 million to $50 million.
The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.
The case is assigned to Judge Craig A. Gargotta.
PARAGON OFFSHORE: 341 Meeting of Creditors Set for March 24
-----------------------------------------------------------
The meeting of creditors of Paragon Offshore plc and its affiliated
debtors is set to be held on March 24, 2016, at 10:00 a.m.,
according to a filing with the U.S. Bankruptcy Court in Delaware.
The meeting will be held at J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, 844 King Street, Wilmington, Delaware.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.
Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb.
14, 2016, after reaching a deal with lenders on a reorganization
plan that would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.
The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.
PATHEON INC: Bank Debt Trades at 5% Off
---------------------------------------
Participations in a syndicated loan under which Patheon Inc is a
borrower traded in the secondary market at 94.95
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.34 percentage points from the
previous week. Patheon Inc pays 325 basis points above LIBOR to
borrow under the $0.985 billion facility. The bank loan matures on
Jan. 14, 2021 and carries Moody's B1 rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
PENN TRAFFIC: Former Exec Wins Summary Judgment vs. PBGC
--------------------------------------------------------
Judge Randolph D. Moss of the United States District Court for the
District of Columbia granted Joseph Fisher's motion for summary
judgment and denied Pension Benefit Guaranty Corporation's motion
for summary judgment.
Judge Moss also denied as moot Fisher's motion under Federal Rule
of Civil Procedure 56(d).
Fisher, a former executive of Penn Traffic Company, filed an action
challenging the decision of the PBGC Appeals Board, which denied
his request for lump-sum benefits payment from the company's
retirement plan, although his request was made and denied before
the plan administrator submitted to PBGC formal notice of intent to
terminate the plan. The parties then filed cross-motions for
summary judgment. Fisher also filed a motion for relief under
Federal Rule of Civil Procedure 56(d), arguing that the court
should permit additional discovery rather than accept certain
arguments made by PBGC in its motion.
Judge Moss found that while the decision of the Appeals Board
relied on 29 U.S.C. Section 1341 and the PBGC regulations and
policy that implemented it, it did not speak to whether an
administrator may deny a request for a lump-sum benefit before
submitting a notice of distress termination, as in Fisher's case.
Judge Moss further found that the Appeals Board also wholly ignored
whether and how 29 C.F.R. Section 4044.4, which prohibits
allocation of assets made in anticipation of plan termination,
might apply to Fisher's claim.
Because the Appeals Board failed to address the distinction between
pre-notice and post-notice denials and did not address, much less
adjudicate, Fisher's challenge to 29 C.F.R. Section 4044.4(b),
Judge Moss concluded that the Appeals Board's decision must be set
aside and the case remanded to the agency for further proceedings.
The case is JOSEPH V. FISHER, Plaintiff, v. PENSION BENEFIT
GUARANTY CORPORATION, Defendant, Civil Action No. 14-1275 (RDM)
(D.C.).
A full-text copy of Judge Moss' February 25, 2016 memorandum
opinion is available at http://is.gd/Q0PYTgfrom Leagle.com.
Joseph V. Fisher is represented by:
David S. Preminger, Esq.
KELLER ROHRBACK L.L.P.
1140 Avenue of the Americas, Ninth Floor
New York, NY 10036
Tel: (646)380-6690
Fax: (646)380-6692
Email: dpreminger@kellerrohrback.com
-- and –-
George Michael Chuzi, Esq.
KALIJARVI, CHUZI & NEWMAN & FITCH, P.C.
1901 L Street N.W., Suite 610
Washington, D.C. 20036
Tel: (202)331-9260
Fax: (866)452-5789
Pension Benefit Guaranty Corporation is represented by:
Mark R. Snyder, Esq.
PENSION BENEFIT GUARANTY CORORATION
About Penn Traffic
Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names. The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort. Donlin Recano is the
Company's claims agent. The Company disclosed $150,347,730 in
assets and $136,874,394 in liabilities as of May 4, 2009.
The Company's affiliates also filed separate Chapter 11 petitions
-- Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss
Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods
Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development,
LLC.
Following a bankruptcy court-sanctioned auction, Tops Markets LLC
purchased almost all of Penn Traffic's stores as a going concern
by paying $85 million cash. The sale was structured so Penn
Traffic avoided a $72 million claim for pension plan termination
and a $27 million claim by the principal supplier.
On Oct. 29, 2010, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming the Company's Chapter 11 plan
of liquidation, which became effective on Nov. 1, 2010. On the
effective date of the Plan, all existing equity interests in the
Company, including the Preferred Stock and the Common Stock, were
canceled and extinguished without consideration.
PETROLEUM PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Petroleum Products & Services, Inc.
dba Wellhead Distributors Int'l
dba WDi
22420 State Highway 249
Houston, TX 77070
Case No.: 16-31201
Type of Business: Wholesale distributor of API - 6A wellhead
equipment and valves in North America
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Josh T. Judd, Esq.
HOOVER SLOVACEK, LLP
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, TX 77056
Tel: 713-735-4165
Fax: 713-977-5395
E-mail: judd@hooverslovacek.com
- and -
Edward L Rothberg, Esq.
HOOVER SLOVACEK, LLP
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, TX 77056
Tel: 713-977-8686
Fax: 713-977-5395
E-mail: rothberg@hooverslovacek.com
Debtor's
Special
Litigation
Counsel: HIRSCH WESTHEIMER, P.C.
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Alejandro Kiss, president.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Cepai Group $834,517
No. 333, Jianshe Road (West)
Jinhu Econom
Huaian City, Jiangsu
Province 223001, China
Linda@Cepai.com
Dan-Loc Group $17,263
lbirchfield@danlocgroup.com
Eshipping $47,326
sbrann@eshipping.biz
Golden Star Valve & Fitting Co. Ltd. $90,673
Rechal@GLDSTAR.com
Haitu Mechanical Co. Ltd. $129,702
ashley@htoiltools.com
Lead Screws International, Inc. $17,457
tnoonan@rmccash.com/
Laura.LaVack@lsitvc.com
Matson Driscoll & Damico LLP $186,544
National Oilwell Varco $45,860
tia.eaton@nov.com
Ndemand $31,024
Offshore Technology Conference $36,000
Omni Valve Company, LLC $33,000
rebecca.brock@omnivalve.com
PRAAVRIT Engineering Technologies $229,685
Bonneag@yahoo.fr
River Cities Machine, LLC $28,685
mickey@rivercitiesmachine.com
Rushing Machine $22,400
rms@etex.net
Sanders Machine Inc. $60,460
Diana@SandersMachine.com
Shanghai Baoyou Machinery & Equipment $79,955
Minli@ShanghaiBaoyou.com
Sichuan Tiangong Petroleum Equipment $49,536
ivy@chinatg.cc
Stibbs & Company $36,816
Teer Holding Group $143,388
Joice@teervalve.com
Wenzhou Fanzheng Trading Co. Ltd. $18,061
suki.lian@chian-fzv.com
PETROLEUM PRODUCTS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Petroleum Products & Services, Inc. sought bankruptcy protection in
the U.S. Bankruptcy Court for the Southern District of Texas
(Bankr. S.D. Tex. Case No. 16-31201) on March 4, 2016, blaming the
bad economy for the oilfield service business.
Petroleum Products, doing business as Wellhead Distributors Int'l
and WDi, distributes API-6A wellhead equipment and valves used in
the petroleum and natural gas industries. The Company said it
experienced a drop in revenue to just over $26 million in 2015 from
to $100 million during the last two to five years, as oil prices
reached below $30 a barrel in early 2016 compared to $105 per
barrel 19 months prior.
"The rapid and unexpected decline in oil prices led to a
significant decline in demand for oilfield equipment and services
as the Debtor's customers implemented severe reductions in capital
spending," said Alejandro Kiss, CEO and president of Petroleum
Products.
Mr. Kiss added that the reduced demand for wellhead equipment and
services, coupled with certain unfortunate and unforeseeable events
related to the Debtor's supply chain and resulting litigation,
caused uncertainty on the Debtor's short-term financial viability.
According to Mr. Kiss, the Company's ability to litigate lawsuits
had been impaired as a result of its financial struggles. The
Company sued shareholders CP International, Inc., Jiangsu Jinjia
Machinery Group and China Petroleum & Development Company, for
competing against its business in an alleged violation of an
agreement that the Company would be the exclusive dealer in all
sales of the API 6A equipment.
"While JMP and CPTDC sold tens of millions of dollars of Equipment,
WDI received nothing," Mr. Kiss asserted.
Concurrently with the filing of the Chapter 11 case, the Debtor has
filed a number of "first day" motions seeking authority to, among
other things, pay employee obligations, use existing cash
management system, use cash collateral, obtain post-petition
financing, and pay taxes and fees.
The Debtor estimated both assets and debts in the range of $10
million to $50 million. Petroleum Products said it owes JP Morgan
Chase Bank $2.3 million under a revolving line of credit and $3.8
million under a term loan.
The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch
Westheimer, P.C. as special litigation counsel.
Judge Marvin Isgur is assigned the case.
PLUG POWER: Closes $30 Million Loan Facility
--------------------------------------------
Plug Power Inc., together with its subsidiaries Emerging Power Inc.
and Emergent Power Inc., entered into a Loan Agreement with
Generate Lending, LLC, according to a Form 8-K report filed with
the Securities and Exchange Commission.
The proceeds will be used for general corporate and working capital
purposes, including to help finance lease transactions for certain
customers. The funding will support growth in 2016 and beyond in
helping Plug Power accelerate customer adoption of its hydrogen and
fuel cell solutions.
The Loan Agreement, among other things, provides for a $30 million
secured term loan facility. Advances under the Term Loan Facility
bear interest at the rate of 12.0% per annum, subject to compliance
with financial covenants and other conditions. The Loan Agreement
includes covenants, limitations and events of default customary for
similar facilities, including a minimum cash and cash equivalents
covenant and a minimum working capital covenant. Upon the
occurrence and continuance of an event of default, the amounts
advanced under the Term Loan Facility bear interest at a default
rate of 14.0% per annum. The term of the Loan Agreement is one
year, ending March 2, 2017.
Pursuant to the Loan Agreement, (i) $12.5 million of the Term Loan
Facility is available immediately, (ii) availability of $12.5
million of the Term Loan Facility is subject to the Loan Parties
satisfying certain conditions and (iii) availability of the
remaining $5 million of the Term Loan Facility is subject to the
Lender's discretion. The Company has borrowed $12.5 million under
the Loan Agreement. Interest is payable on a monthly basis and the
entire then outstanding principal balance of the Term Loan
Facility, together will all accrued and unpaid interest, is due and
payable on the Maturity Date. On and after Oct. 1, 2016, as and
when the Company receives net proceeds from certain restricted cash
accounts securing the financing of customer power purchase
agreements, the Company is required to prepay the outstanding
principal balance of the Term Loan Facility with such net
proceeds.
Plug Power developed GenFund in the third quarter of 2015 as a
financing platform that works with customers and lending
organizations to facilitate project funding for the purchase of the
Company's hydrogen and fuel cell solutions. This immediate
financing is the first phase of these kinds of strategic,
collaborative partnerships intended to develop improved capital
solutions for Plug Power. This financing marks another key step
related to GenFund and demonstrates the quality institutions Plug
Power is partnering with to help accelerate fuel cell adoption.
Plug Power is on the path to making the deployment and financing of
hydrogen and fuel cell solutions even more efficient for
customers.
"Plug Power's work with its financing partners will yield greater
economics and more robust capital solutions in 2016 and beyond for
Plug Power and its customers," said Andy Marsh, CEO of Plug Power.
"Plug Power is the undeniable leader in the fuel cell industry, and
by continuing to improve our customer financing solutions, we
intend to drive rapid growth in 2016 and into the foreseeable
future."
Plug Power will discuss this loan facility and partnership in more
detail on March 10, 2016, during its 2015 fourth quarter and year
end results conference call.
About Plug Power
Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.
Plug Power reported a net loss attributable to common shareholders
of $88.6 million on $64.2 million of total revenue for the year
ended Dec. 31, 2014, compared to a net loss attributable to common
shareholders of $62.8 million on $26.6 million of total revenue for
the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $205 million in total assets,
$54.8 million in total liabilities, $1.15 million in Series C
redeemable convertible preferred stock and $149 million in total
stockholders' equity.
PRICEVILLE PARTNERS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Priceville Partners, LLC
aka Performance Auto Sales
4136 Indian Hills Road
Decatur, AL 35603
Case No.: 16-80675
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Northern District of Alabama (Decatur)
Judge: Hon. Clifton R. Jessup Jr.
Debtor's Counsel: Lee R. Benton, Esq.
BENTON & CENTENO, LLP
2019 3rd Ave N
Birmingham, AL 35203
Tel: 205 278-8000
E-mail: lbenton@bcattys.com
- and -
Samuel Stephens, Esq.
BENTON & CENTENO, LLP
2019 third avenue north
Birmingham, AL 35203
Tel: 205-278-8000
Fax: 205-776-8433
E-mail: sstephens@bcattys.com
Debtor's
Special
Counsel: Andrew P. Campbell, Esq.
Todd Campbell, Esq.
LAW FIRM OF CAMPBELL GUIN, LLC
505 20th Street North
Suite 1600
Birmingham, AL 35203
Tel: 205-224-0750
E-mail: todd.campbell@campbellguin.com
andy.campbell@campbellguin.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Harold B. Jeffreys, majority member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb16-80675.pdf
PRIMORSK INTERNATIONAL: Use of $2.7-Mil. Cash Collateral Approved
-----------------------------------------------------------------
Primorsk International Shipping Limited and its affiliated debtors
sought and obtained from Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York authorization to use
cash collateral.
The Debtors sought to use cash collateral in the amount of $2.7
million, consisting primarily of funds held in the Encumbered Bank
Account with Nordea Bank Norge ASA in London, England.
The parties with a purported interest in the cash collateral
include all lenders under the Debtors' Prepetition Credit
Facilities, which include the Senior Secured Facility, Junior
Secured Facility and Third Ranking Swap Facility.
The Debtors proposed to use the cash collateral to, among other
things: (a) continue their operations consistent with their
prepetition practices; (b) pay certain prepetition obligations; and
(c) pay the costs of administering their chapter 11 cases.
Pursuant to the Court's Final Order, the Debtors' authorization to
use cash collateral will automatically terminate on the earliest to
occur of (a) Aug. 15, 2016, and (b)the date of occurrence of a
Termination Event.
The Debtors said they do not have enough available sources of
working capital and financing to operate their business with
sufficient liquidity in the ordinary course without the use of cash
collateral. Without the use of cash collateral, the continued
operation of the Debtors' business in a prudent manner would not be
possible and immediate and irreparable harm could result to the
Debtors and their estates and creditors.
A full-text copy of the Final Order, dated February 18, 2016, is
available at http://is.gd/aTQ0nj
Facility Agent, Nordea Bank Norge ASA, reserved all rights and
claims in the cases.
Primorsk International Shipping Limited and its affiliated Debtors
are represented by:
Andrew G. Dietderich, Esq.
Brian D. Glueckstein, Esq.
Alexa J. Kranzley, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004
Telephone: (212)558-4000
Facsimile: (212)558-3588
E-mail: dietdricha@sullcrom.com
gluecksteinb@sullcrom.com
kranzleya@sullcrom.com
Nordea Bank Norge ASA is represented by:
Glenn M. Kurtz, Esq.
Scott Greissman, Esq.
Charles R. Koster, Esq.
WHITE & CASE LLP
1155 Avenue of the Americas
New York, NY 10036
Telephone: (212)819-8200
Facsimile: (212)354-8113
E-mail: gkurtz@whitecase.com
sgreissman@whitecase.com
ckoster@whitecase.com
About Primorsk International
Headquartered in Nicosia, Cyprus, Primorsk International Shipping
Limited (Prisco) aka PISL operates a fleet of ice-class oil tankers
in the Arctic. It was founded in 2004 and is owned by Apington
Investments, a British Virgin Islands holding company, which is
controlled by Russian native Alexander Kirilichev.
Primorsk sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 16-10073) in New York, in the U.S., on Jan. 15, 2016.
Affiliates Boussol Shipping Limited, Malthus Navigati on Limited,
Jixandra Shipping Limited, Levaser Navigation Limited, Hermine
Shipping Limited, Laperouse Shipping Limited (Bankr. S.D.N.Y. Case
No. 16-10079), Prylotina Shipping Limited, Baikal Shipping Ltd, and
Vostok Navigation Ltd. also filed separate Chapter 11 bankruptcy
petitions. The bankruptcy petitions were signed by Holly Felder
Etlin, chief restructuring officer. Judge Martin Glenn presides
over the cases.
Primorsk estimated assets and liabilities between $100 million and
$500 million.
Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as
the Debtors' bankruptcy counsel. AlixPartners, LLP, is the
Debtors' financial and restructuring advisor.
PT HOLDCO: Seeks Recognition of Canadian Orders for Assets Sale
---------------------------------------------------------------
FTI Consulting Canada Inc., the authorized foreign representative
for debtors PT Holdco, Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a motion seeking an order
recognizing and enforcing the assignment, vesting and distribution
orders issued by the Ontario Superior Court of Justice in the
Canadian insolvency proceedings.
The Canadian Orders authorized the sale and transfer of all the
business ("Purchased Assets") of the Debtors to purchaser Birch
Communications, Inc., pursuant to an Asset Purchase Agreement.
The Asset Purchase Agreement contains, among others, these terms:
(a) The Purchaser will acquire substantially all of the
business, assets and operations of the Debtors, including
principally all of their patents, patent applications, trademarks
and domains, but excluding any shares and other securities owned by
any Primus entity, on as "as is, where is" basis, as existing at
"Closing Time."
(b) The aggregate purchase price is calculated based on the
following:
(i) The "Base Purchase Price" of $44 million;
(ii) Less certain Cure Costs; and
(iii) Less certain other amounts payable that do not
constitute Cure Costs in respect of "Essential Contracts", as
defined in the Asset Purchase Agreement.
(c) The Purchaser may, in its sole discretion, offer
employment to any or all active and inactive Primus Entity
employees conditional on "Closing."
(d) The Purchaser will assume, perform, discharge and pay the
obligations of the Primus Entities, including, but not limited to
the following:
(i) all debts, liabilities and obligations under an
"Assumed Contract" assigned or transferred to the Purchaser on
Closing for the period from and after Closing Time, provided that
such debts, obligations or liabilities do not arise from or are due
or attributable to:
(1) any default existing or breach by any Debtor
occurring prior to or as a consequence of Closing, or
(2) any default, breach or violation of any Debtors of
any term or condition of the APA;
(ii) all debts, liabilities and obligations for which the
Purchaser is responsible in respect of Transferred Employees as per
the Asset Purchase Agreement.
The Purchaser may terminate the Asset Purchase Agreement, in its
sole and absolute discretion, if the Canadian Court orders a
post-filing sales process or it may elect not to terminate the
Asset Purchase Agreement and have it served as a stalking horse
offer in such post-filing sales process with customary stalking
horse protections, in accordance with the terms of the exclusivity
letter arrangement, which are to include a three percent break-free
to be paid from the proceeds of any overbid in favor of the
Purchaser, subject to court approval.
The Foreign Representative relates that pursuant to the Canadian
Court's Sale Recognition Order, the Sale will be free and clear of
all interests other than the permitted encumbrances. According to
the Canadian Court's Vesting Order, the Purchaser will not be
liable to any of the Debtors or any predecessor or successor to any
of the Debtors arising out of the Sale and/or Asset Purchase
Agreement except as set forth in the Canadian Orders.
FTI Consulting Canada Inc., authorized foreign representative for
PT Holdco, Inc., et. al., is represented by:
Rafael X. Zahralddin-Aravena, Esq.
Shelley A. Kinsella, Esq.
Kate Harmon, Esq.
ELLIOTT GREENLEAF, P.C.
1105 N. Market St., Ste. 1700
Wilmington, DE 19801
Telephone: (302)384-9400
Facsimile: (302)384-9399
E-mail: rxza@elliottgreenleaf.com
sak@elliottgreenleaf.com
khh@elliottgreenleaf.com
About PT Holdco, Inc.
PT Holdco, Inc., et al., filed Chapter 15 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10131 to 16-10135) on Jan. 19, 2016.
FTI Consulting Canada Inc., signed the petition in its capacity as
Monitor. Elliott Greenleaf, P.C. represents the Monitor as
counsel.
The Primus Entities re-sell a wide selection of residential and
business telecommunications services (with the exception of
wireless phone services).
As of Dec. 9, 2015, the Primus Entities employed approximately 500
people in Canada and 28 in the United States.
As of Nov. 30, 2015, the Primus Entities had a net book value of
approximately $145,147,981 in assets and consolidated liabilities
totaling $100,972,326.
PUERTO RICO: Main Street Launches Ad Campaign on Restructuring
--------------------------------------------------------------
Today, March 8, Main Street Bondholders is set to launch a new
advertising campaign exposing the Obama Administration's radical
restructuring plan for Puerto Rico headed by Treasury Secretary
Antonio Weiss, which would harm the ability of states to borrow.
The campaign will run throughout the week in various outlets in
Washington, D.C. and New York, NY, including the Wall Street
Journal, The Hill and Politico.
"Antonio Weiss' reckless 'Super Territories Restructuring' plan is
unprecedented and will raise borrowing costs for states," said 60
Plus Association Vice-President Matthew Kandrach.
As the advertisement points out, several governors also voiced
concern over the imminent threat posed by the Treasury's "Super
Territory Restructuring" through a join letter to Speaker Paul Ryan
and Majority Leader Mitch McConnell.
"Of most concern to us as governors, granting Puerto Rico such
unprecedented bankruptcy authority would likely raise the borrowing
costs of our states, reducing our ability to invest in vital
services and eroding investor confidence in the whole notion of
full faith and credit debt," said Governors Bentley (AL), Ducey
(AZ), LePage (ME,) Ricketts (NE), Martinez (NM) and Daugaard (SD).
Main Street Bondholders Coalition is a project of the 60 Plus
Association, and is comprised of small bondholders from across
America who are committed to a policy process that returns Puerto
Rico to sound financial management, respect for the rule of law,
and the protection of their retirement savings.
RAAM GLOBAL: Plan Declared Effective; Assets Sold to Highbridge
---------------------------------------------------------------
RAAM Global Energy Company, et al.'s Second Amended Joint Plan of
Liquidation became effective Feb. 1, 2016.
On Dec. 22, 2015, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement, and on Jan. 19, 2016, the Court
entered an Order confirming the Debtors' Second Amended Joint Plan
of Liquidation.
On Jan. 19, Bankruptcy Judge Marvin Isgur also entered an order
approving the sale of substantially all of the Debtors' assets to
the first lien lenders, comprised of Highbridge Principal
Strategies - Specialty Loan Fund III, L.P., Highbridge Specialty
Loan Sector A Investment Fund, L.P., Highbridge Specialty Loan
Institutional Holdings Limited, Highbridge Principal Strategies -
Specialty Loan Institutional Fund III, L.P., Highbridge Principal
Strategies - Specialty Loan VG Fund, L.P., Highbridge Principal
Strategies - NDT Senior Loan Fund, L.P., Highbridge Principal
Strategies - Jade Real Assets Fund, L.P., Highbridge Aiguilles
Rouges Sector a Investment Fund, L.P., Lincoln Investment
Solutions, Inc., and American United Life Insurance Company.
The Court on Dec. 2, 2015, approved the Debtors' proposed sale
procedures. As a result of not receiving any qualified bids other
than the offer from Highbridge, the Debtors determined that the bid
submitted by Highbridge was the highest and best bid. The Court
approved the sale following a hearing on Jan. 19. A copy of the
Sale Order is available for free at:
http://bankrupt.com/misc/RAAM_G_377_Sale_Order.pdf
As of the Petition Date, the Debtors were indebted to the first
lien lenders in the aggregate principal amount of $63,817,860
pursuant to the First Lien Credit Agreement.
Pursuant to the Asset Purchase Agreement, the base consideration
bid by Highbridge consists of (i) cash, and a (ii) credit bid from
the claims arising under the Credit Agreement.
The Sale Order provides that Harris County, Texas, Jasper County,
Texas, Montgomery County, Texas; Orange County, Texas; and the
Jasper Central Appraisal District ("Taxing Authorities") will
retain all liens securing their claims for unpaid 2015 ad valorem
taxes owed by the Debtors until the claims have been paid in full.
Post-Effective Date ad valorem taxes will be paid by the Purchaser
when due in the ordinary course of business.
On Jan. 20, 2016, the Court entered a separate order to approve the
sale of the Debtors' oil and gas properties located in California
to Protho Energy Services, LLC. Protho has agreed to pay a nominal
$1, and assume any and all cost and liability associated with the
California assets from and after Jan. 1, 2016, including, without
limited, the responsibility to plug and abandon wells and all
associated gathering lines. The Debtors say that the offer by
Protho constitutes as the highest bid for the California assets.
Douglas J. Brickley was named as Trustee of the Liquidating Trust
formed pursuant to the Plan. The Trustee can be reached at:
Douglas J. Brickley, Trustee
The Claro Group, LLC
1221 McKinney St. Suite 2850
Houston, TX 77010
Tel: (713) 454-7741
E-mail: dbrickley@theclarogroup.com
About RAAM Global
RAAM Global Energy Company, Century Exploration New Orleans, LLC,
Century Exploration Houston, LLC, and Century Exploration
Resources, LLC filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. Lead Case No. 15-35615) on Oct. 26, 2015. The petitions were
signed by James R. Latimer as chief restructuring officer.
RAAM Global is an independent oil and natural gas exploration and
production company engaged in the exploration, development,
production, exploitation, and acquisition of oil and natural gas
properties.
The Debtors estimated assets of more than $50 million and
liabilities in the range of $100 million to $500 million.
The Debtors listed unsecured trade and vendor claims in the
aggregate amount of $3.3 million.
The U.S. Trustee named Montco Oilfield Contractors, LLC, Island
Operating Company, Inc., and Quality Energy Services, Inc. as
members to an Official Committee of Unsecured Creditors.
RAAM GLOBAL: Sale to Highbridge Revised as to Avoidance Actions
---------------------------------------------------------------
Douglas J. Brickley, Trustee of the Liquidating Trust formed under
RAAM Global Energy Company, et al.'s Second Amended Joint Plan of
Liquidation, on Feb. 15, 2016, notified creditors of a third
amendment to the Asset Purchase and Sale Agreement between the
Debtors as sellers and Highbridge Principal Strategies - Specialty
Loan Fund III, L.P., et al., as buyer.
The Third Amendment, executed on Jan. 29, 2016, was not previously
filed on the docket of the Bankruptcy Cases. Although the Trustee
was not a party to the APA and amendments thereto, the Trustee
filed a notice of the execution of the amendments to the APA so
that creditors and parties in interest will be apprised of the
changes.
The Debtors and Highbridge have amended the APA three times.
The APA defines Purchased Assets as assets transferred to the
Buyer, and Excluded Assets as assets retained by the Debtors (and
subsequently assigned to the Liquidating Trust). The language
regarding the status of certain rights, claims and causes of action
as Purchased or Excluded Assets was amended over the course of the
Second Amendment and the Third Amendment.
Under the APA (dated Nov. 6, 2015), sections 2.1(s) and 2.2(c)
identify the treatment of Avoidance Actions under the APA. The APA
states in relevant part:
[Purchased Assets] 2.1(s) any of Seller's rights, claims and
causes of action under the Bankruptcy Code and any Avoidance
Actions, in each case, solely to the extent related to any Assigned
Contracts;
[Excluded Assets] 2.2(c) any of Seller's rights, claims and
causes of action under the Bankruptcy Code and any Avoidance
Actions, but excluding those rights, claims and causes of action
described in Section 2.1(s);
This language was not modified in the First Amendment (dated
December 1, 2015). In the Second Amendment (dated January 4,
2016), the language in sections 2.1(s) was substituted and replaced
with the following language, and section 2.1(u) was added as
follows:
[Purchased Assets] 2.1(s) any of Seller's rights, claims and
causes of action under the Bankruptcy Code (subject to Section
2.2(c)), and any Avoidance Actions, solely to the extent that any
such Avoidance Actions are related to any Assigned Contracts;
2.1(u) the first $2,000,000 of Litigation Recoveries (as defined in
the Stipulation) and fifty percent (50%) of the next $4,000,000 of
Litigation Recoveries (as defined in the Stipulation);
[Excluded Assets] 2.2(c) any of Seller's rights, claims and
causes of action under (i) any Avoidance Actions, subject, however,
to Section 2.1(s), and (ii) the Specified Litigation Claims (as
defined in the Stipulation), subject, however, to
Section 2.1(u);
After the Bankruptcy Court approved the transaction in the APA and
its amendments and after the Confirmation Order was entered on Jan.
19, 2016, ten days later on Jan. 29, 2016, the Buyer and the Seller
entered into the Third Amendment. With respect to the Avoidance
Actions, the Third Amendment substituted and replaced the language
in sections 2.1(s) and 2.2(c) to state as follows:
[Purchased Assets] 2.1(s) any of Seller's rights, claims and
causes of action under the Bankruptcy Code and any Avoidance
Actions other than those set forth in Section 2.2(c);
[Excluded Assets] 2.2(c) any of Seller's rights, claims and
causes of action under (i) the Specified Litigation Claims (as
defined in the Stipulation), which Specified Litigation Claims
shall be subject to Section 2.1(u) or (ii) Avoidance Actions that
are not either (A) related to any Assigned Contracts, other Assets,
Assumed Obligations or other obligations or liabilities assumed by
Buyer under Seller's Second Amended Joint Plan of Liquidation
Pursuant to Chapter 11 of the Bankruptcy Code or (B) actions under
Bankruptcy Code Sec. 547 against any vendor used or retained, or in
good faith intended to be used or retained, by Buyer in connection
with Buyer's ownership or operation of the Assets, or, subject to
Section 2.1(u), against any Person otherwise described in Exhibit A
to that certain Notice of Supplement as Required by Confirmation
Order, of even date herewith, filed with the Bankruptcy Court at
Docket No. 403.
Exhibit A to the Supplement provides an expansive list of claims.
The Order approving the APA expressly recognizes that Buyer and
Seller shall and may update or revise certain schedules prior to
Closing. The Order does not expressly reference substituting and
replacing language in APA sections 2.1(s) or 2.2(c).
The Trustee is not a party to nor was involved in the negotiation
of the APA, the Second Amendment or the Third Amendment. The
Trustee is not a party to nor was involved in the preparation or
filing of the Supplement or the Stipulation.
At this time, the Trustee takes no position with respect to either
the appropriateness or consequence of the Third Amendment.
The Liquidating Trustee can be reached at:
Douglas J. Brickley, Trustee
The Claro Group, LLC
1221 McKinney St. Suite 2850
Houston, TX 77010
Tel: (713) 454-7741
E-mail: dbrickley@theclarogroup.com
Attorneys for the Trustee:
KELL C. MERCER, P.C.
Kell C. Mercer, Esq.
1602 E. Cesar Chavez Street
Austin, Texas 78702
Tel: (512) 627-3512
Fax: (512) 597-0767
E-mail: kell.mercer@mercer-law-pc.com
About RAAM Global
RAAM Global Energy Company, Century Exploration New Orleans, LLC,
Century Exploration Houston, LLC, and Century Exploration
Resources, LLC filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. Lead Case No. 15-35615) on Oct. 26, 2015. The petitions were
signed by James R. Latimer as chief restructuring officer.
RAAM Global is an independent oil and natural gas exploration and
production company engaged in the exploration, development,
production, exploitation, and acquisition of oil and natural gas
properties.
The Debtors estimated assets of more than $50 million and
liabilities in the range of $100 million to $500 million.
The Debtors listed unsecured trade and vendor claims in the
aggregate amount of $3.3 million.
The U.S. Trustee named Montco Oilfield Contractors, LLC, Island
Operating Company, Inc., and Quality Energy Services, Inc. as
members to an Official Committee of Unsecured Creditors.
RAAM GLOBAL: WesternGeco Seeks to Partially Vacate Sale Order
-------------------------------------------------------------
WesternGeco, L.L.C., on Feb. 26, 2016, filed a motion asking the
Bankruptcy Court to vacate its sale orders approving the sale of
the assets of RAAM Global Energy Company, et al., to the extent
that these orders approve of the assumption, assignment and/or sale
of WesternGeco's Master License Agreement and/or licensed Seismic
Data or otherwise affect WesternGeco's rights or interests.
WesternGeco licensed valuable and copyright protected seismic data
to one or more of the Debtors pursuant to a Master License
Agreement For Multiclient Seismic Data.
While the Debtors' bankruptcy proceedings were initiated on Oct.
26, 2015, and on November 6, 2015 the Debtors filed the Sale
Motion, in which it was proposed, among other things, that
substantially all of the Debtors' assets, including the Debtors'
seismic data, would be sold free and clear of all claims,
encumbrances, liens and other interests, and expedited procedures
were proposed for the assumption and assignment of executory
contracts as well as the filing of objections thereto, the Debtors
failed to place WesternGeco on their mailing matrix or provide
WesternGeco with any other notice of the Sale Motion, the hearing
thereon, or even of the filing of their bankruptcy proceedings.
Thus, WesternGeco says it was deprived of the right and ability to
participate in the Debtors' bankruptcy proceedings and, among other
things, to file objections to the Sale Motion, proposed bid
procedures, including the expedited procedures for objecting to the
proposed assumption and assignment of its Master License Agreement
and licensed seismic data, and the Debtors' Plan.
Rather, the first written notice received by WesternGeco that the
Debtors proposed to assume and assign its Master License Agreement
and the seismic data it had licensed to the Debtors was the
Supplemental Notice dated Jan. 22, 2016 sent by the Debtors to
WesternGeco by U.S. Mail, and which was received at the earliest by
WesternGeco late in the afternoon on Jan. 27, 2016 at its mail
facility and not processed and actually delivered to anyone to be
read and analyzed until the morning of Jan. 28, 2016, after the
deadline for filing objections to the Supplemental Notice had
already expired. As a result, WesternGeco says it was again
deprived of the right to assert a timely objection to the
Supplemental Notice and the assumption and assignment of its Master
License Agreement and seismic data to any third party.
As soon as practicable after it received the Supplemental Notice,
WesternGeco filed a late-filed objection to the Supplemental Notice
and the Sale Motion on the basis that WesternGeco's Master License
Agreement is a non-assignable executory contract under Bankruptcy
Code Sec. 365(c)(1)(A) because, among other things, the United
States Copyright Act excuses WesternGeco from accepting performance
from or rendering performance to an entity other than the Debtors.
However, since the objection was filed after the objection deadline
and after the Court's final order authorizing the Debtors to assume
and assign executory contracts, the Court will not be in a position
to hear and rule upon WesternGeco's objection unless the Orders
approving the sale and assignment of WesternGeco's Master License
Agreement and licensed seismic data are vacated as to WesternGeco.
Thus, WesternGeco filed the motion seeking an order partially
vacating the above Orders to the extent that they approve of the
assumption, assignment and/or sale of WesternGeco's Master License
Agreement or licensed seismic data or otherwise affect
WesternGeco's rights or interests.
A hearing on WesternGeco's motion is slated for March 28, 2016, at
1:30 p.m.
Counsel for WesternGeco, L.L.C.:
Andrew A. Braun
GIEGER, LABORDE & LAPEROUSE, L.L.C.
Suite 4800 - One Shell Square
701 Poydras Street
New Orleans, LA 70139-4800
Telephone: (504) 561-0400
Facsimile: (504) 561-0100
E-mail: abraun@glllaw.com
- and -
Margaret V. Glass
GIEGER, LABORDE & LAPEROUSE, L.L.C.
5151 San Felipe, Suite 750
Houston, TX 77056
Telephone: (832) 255-6000
Facsimile: (832) 255-6001
E-mail: mglass@glllaw.com
About RAAM Global
RAAM Global Energy Company, Century Exploration New Orleans, LLC,
Century Exploration Houston, LLC, and Century Exploration
Resources, LLC filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. Lead Case No. 15-35615) on Oct. 26, 2015. The petitions were
signed by James R. Latimer as chief restructuring officer.
RAAM Global is an independent oil and natural gas exploration and
production company engaged in the exploration, development,
production, exploitation, and acquisition of oil and natural gas
properties.
The Debtors estimated assets of more than $50 million and
liabilities in the range of $100 million to $500 million.
The Debtors listed unsecured trade and vendor claims in the
aggregate amount of $3.3 million.
The U.S. Trustee named Montco Oilfield Contractors, LLC, Island
Operating Company, Inc., and Quality Energy Services, Inc. as
members to an Official Committee of Unsecured Creditors.
REPUBLIC AIRWAYS: Court Approves Joint Administration of Cases
--------------------------------------------------------------
Republic Airways Holdings Inc. obtained from the Bankruptcy Court
an order directing joint administration of their Chapter 11 cases.
The docket in Case No. 16-10429 (SHL) should be consulted for all
matters affecting the cases.
The Debtors assert that joint administration of these cases is
warranted as it will avoid the preparation, replication, service,
and filing, as applicable, of duplicative notices, applications,
and orders, thereby saving them considerable expense and
resources.
Republic also obtained approval to file monthly operating reports
required by the Operating Guidelines and Reporting Requirements for
Debtors in Possession and Trustees, issued by the U.S. Trustee, by
consolidating the information required for each Debtor in one
report that tracks and breaks out the specific information on a
debtor-by-debtor basis in each monthly operating report.
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.
On Feb. 25, 2016 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. 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.
Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
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.
REPUBLIC AIRWAYS: May 10 Deadline Set for 503(b)(9) Claims
----------------------------------------------------------
Republic Airways Holdings Inc. and its debtor affiliates sought and
obtained an order establishing procedures filing claims pursuant to
Section 503(b)(9) of the Bankruptcy Code and prohibiting vendors
from pursuing 503(b)(9) Claims outside of the procedures.
The procedures applying to all 503(b)(9) Claims are:
(a) Any Vendor asserting a 503(b)(9) Claim must prepare and
sign, under penalty of perjury, a proof of claim (a "Proof of
503(b)(9) Claim") that sets forth (i) the value of the Goods the
Vendor contends the Debtors received within 20 days before the
Commencement Date, (ii) documentation, including invoices,
receipts, purchase orders, bills of lading, and the like,
identifying the particular Goods for which the claim is being
asserted, (iii) documentation regarding which Debtor the Goods were
shipped to, the date the Goods were received by such Debtor, and
the alleged value of such Goods, and (iv) a statement indicating
(I) whether the value of such Goods listed in the Proof of
503(b)(9) Claim represents a combination of services and Goods,
(II) the percentage of value related to any such services and the
percentage of value related to the Goods, and (III) whether the
Vendor has filed any other claim against any Debtor regarding the
Goods with respect to which its Proof of 503(b)(9) Claim is
filed;
(b) Usage of the Proof of 503(b)(9) Claim Form is approved;
(c) All Proofs of 503(b)(9) Claims must be submitted to
Republic's proposed claims and noticing agent, Prime Clerk LLC
("Prime Clerk"), so as to be received no later than the 75th day
after the Commencement Date (the "503(b)(9) Claim Filing
Deadline"), either (1) by mail or hand delivery at Republic Airways
Holdings Claims Processing Center c/o Prime Clerk LLC, 830 Third
Avenue, 3rd Floor, New York, New York 10022, or (2) electronically
via the interface provided on Prime Clerk's website at
http://cases.primeclerk.com/RJET/EPOC-index.Proofs of 503(b)(9)
Claim sent by facsimile or electronic mail will not be accepted;
(d) A copy of all Proofs of 503(b)(9) Claim must also be served
upon:
(i) the Debtors
c/o Republic Airways Holdings Inc.
8909 Purdue Road, Suite 900
Indianapolis, IN 46268
Attn: Ethan J. Blank, Esq.
E-mail: Ethan.Blank@rjet.com
(ii) the proposed attorneys for Republic
Zirinsky Law Partners PLLC
375 Park Avenue, Suite 2607
New York, NY 10152
Attn: Bruce R. Zirinsky, Esq.
Sharon J. Richardson, Esq.
Gary D. Ticoll, Esq.
E-mail: bzirinsky@zirinskylaw.com
srichardson@zirinskylaw.com
gticoll@zirinskylaw.com
- and -
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
Attn: Christopher K. Kiplok, Esq.
Ramsey Chamie, Esq.
E-mail: chris.kiplok@hugheshubbard.com
ramsey.chamie@hugheshubbard.com
(e) Republic will have 75 days (or such later date as may be
approved by the Court) after the 503(b)(9) Claim Filing Deadline to
file with the Court and serve any objections to timely filed
503(b)(9) Claims;
(f) Vendors will have until 30 days after the filing of the
applicable Objection to file with the Court and serve on the
attorneys for Republic any replies to such Objections;
(g) All timely filed 503(b)(9) Claims will be deemed allowed
unless objected to by Republic on or before the Objection
Deadline;
(h) Notwithstanding and without limiting the foregoing, Republic
is authorized, but not required, to negotiate, in its sole
discretion, with any Vendor and to seek an agreement resolving any
Objection to such Vendor's 503(b)(9) Claim. The approval of such
an agreement will be subject to notice and a hearing;
(i) If Republic cannot reach agreement with a Vendor regarding a
particular Objection to such Vendor's 503(b)(9) Claim, Republic
will schedule the matter for a hearing by the Court;
(j) To the extent a 503(b)(9) Claim is allowed, such 503(b)(9)
Claim will be satisfied pursuant to and as set forth in such
chapter 11 plan as will be confirmed by the Court, any agreement
between Republic and the holder of a 503(b)(9) claim, or as
otherwise ordered by the Court after notice and an opportunity for
a hearing; provided that Republic reserves the right to exercise
any lawful right of setoff against any 503(b)(9) Claim; and
(k) Vendors will be forever barred, without further order of the
Court, from asserting a Section 503(b)(9) Claim after the
expiration of the 503(b)(9) Claim Filing Deadline, but shall not be
barred from asserting a related or unrelated general unsecured
claim.
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.
On Feb. 25, 2016 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. 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.
REPUBLIC AIRWAYS: Payment to Critical Vendors Has Interim Approval
------------------------------------------------------------------
Republic Airways Holdings Inc. obtained from the Bankruptcy Court
interim approval of its motion to pay the prepetition claims of
critical vendors. Republic is authorized to pay $155,000, pending
a final hearing on the motion. The final hearing is slated on
March 22, 2016, at 11:00 a.m. (Eastern time). Objections are due
March 15.
At the final hearing, Republic will seek final approval of its
motion to pay up to $310,000 for prepetition claims of vendors,
suppliers, service providers, and other similar entities that are
essential to maintaining the going concern value of their
business.
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.
On Feb. 25, 2016 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. 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.
Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
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.
REPUBLIC AIRWAYS: Reclamation Demands Due March 16
--------------------------------------------------
Republic Airways Holdings Inc. and its debtor-affiliates sought and
obtained an order from the Bankruptcy Court authorizing them to
establish and implement procedures to address and reconcile
reclamation claims.
These reclamation procedures will apply to all reclamation claims:
(a) Any Seller asserting a Reclamation Claim must satisfy all
procedural and timing requirements entitling it to have a right to
reclamation under section 546(c) of the Bankruptcy Code;
(b) Any Seller asserting a Reclamation Claim must submit a
written demand asserting such Reclamation Claim (a "Reclamation
Demand"), which must include (i) a description of the Goods subject
to the Reclamation Demand, (ii) the name of the Debtor to
which such goods were delivered, (iii) copies of any purchasing
orders, invoices, receipts, bills of lading and the like,
identifying the particular Goods for which the Reclamation Demand
is being asserted, (iv) any evidence regarding the date(s) such
Goods were shipped to and received by Republic and the alleged
value of such Goods, and (v) a statement indicating whether the
Seller has filed or intends to file any other claim against any
Debtor regarding the Goods with respect to which its Reclamation
Demand is made;
(c) Unless a Seller has made a Reclamation Demand to upon
Republic within 45 days prior to the Commencement Date, any Seller
asserting a Reclamation Claim must submit a Reclamation Demand so
that it is received on or before 20 calendar days after the
Commencement Date by:
(i) the Debtors
c/o Republic Airways Holdings Inc.
8909 Purdue Road, Suite 900
Indianapolis, IN 46268
Attn: Ethan J. Blank, Esq.
E-mail: Ethan.Blank@rjet.com
(ii) the proposed attorneys for Republic
Zirinsky Law Partners PLLC
375 Park Avenue, Suite 2607
New York, NY 10152
Attn: Bruce R. Zirinsky, Esq.
Sharon J. Richardson, Esq.
Gary D. Ticoll, Esq.
E-mail: bzirinsky@zirinskylaw.com
srichardson@zirinskylaw.com
gticoll@zirinskylaw.com
- and -
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
Attn: Christopher K. Kiplok, Esq.
Ramsey Chamie, Esq.
E-mail: chris.kiplok@hugheshubbard.com
ramsey.chamie@hugheshubbard.com
(d) Upon receipt of a Reclamation Demand, Republic will serve
upon the Seller, at the address indicated in its Reclamation
Demand, a copy of this Order granting the Motion;
(e) No later than 120 days after entry of this Order granting
the Motion, Republic will file with the Court a notice listing the
timely submitted Reclamation Claims and the amount (if any) of each
such Reclamation Claim that Republic determines to be valid.
Republic will serve the Reclamation Notice on the following
parties: (i) the Office of the United States Trustee for the
Southern District of New York, (ii) the attorneys for any statutory
committee of unsecured creditors appointed in these chapter 11
cases, and (iii) each Seller listed in the Reclamation Notice, at
the address indicated in the respective Seller's Reclamation
Demand;
(f) If Republic fails to file the Reclamation Notice by the
Reclamation Notice Deadline, any holder of a Reclamation Claim that
submitted a timely Reclamation Demand in accordance with the
Reclamation Procedures may bring a motion on its own behalf to seek
relief with respect to its Reclamation Claim;
(g) Any party that wishes to object to the Reclamation Notice
must file and serve an objection on the Notice Parties and the
attorneys for Republic, so as to be received no later than 4:00
p.m. (Eastern Time) on the 20th day after the date on which the
Reclamation Notice is filed. Any Reclamation Notice Objection must
include (i) a copy of the Reclamation Demand, with evidence of the
date mailed to Republic and (ii) a statement describing with
specificity the objections to the Reclamation Notice and any legal
and factual bases for such objections;
(h) Any Reclamation Claim listed in the Reclamation Notice for
which no Reclamation Notice Objection is filed and served by the
Objection Deadline shall be deemed allowed by the Court in the
amount identified by Republic in the Reclamation Notice, provided
that all issues relating to the treatment of any such allowed
Reclamation Claim shall be reserved;
(i) Notwithstanding and without limiting the foregoing, Republic
will be authorized, but not required, to negotiate, in their sole
discretion, with any Seller to seek an agreement resolving the
Seller's Reclamation Claim. If Republic and a Seller agree on the
validity, amount, or treatment of the Seller's Reclamation Claim,
Republic will file with the Court a notice of settlement and serve
such Settlement Notice on the Notice Parties. Each Notice Party
will have 10 days from the date of service of such Settlement
Notice to file with the Court and serve on the other Notice Parties
and attorneys for Republic an objection thereto;
(j) If no Settlement Objection with respect to a Reclamation
Claim that is the subject of a Settlement Notice is timely filed
and served, such Reclamation Claim will be treated in accordance
with the Settlement Notice without further order of the Court;
(k) If a Settlement Objection with respect to a Reclamation
Claim that is the subject of a Settlement Notice is timely filed
and served, the parties may negotiate a consensual resolution of
such objection to be incorporated in a stipulation filed with the
Court (a "Settlement Stipulation"). Upon the filing of a
Settlement Stipulation, the applicable Reclamation Claim shall be
allowed and treated in accordance with the terms of the Settlement
Stipulation without further order of the Court;
(l) If no consensual resolution of a Settlement Objection with
respect to a Reclamation Claim that is the subject of a Settlement
Notice is reached, Republic may file a motion with the Court
requesting a hearing with respect to the Settlement Notice; and
(m) All Sellers shall be forever barred, without further order
of the Court, from asserting a Reclamation Demand after the
expiration of the Reclamation Deadline, but shall not be barred
from asserting, subject to applicable deadlines, related or
unrelated general unsecured claims or administrative expense claims
pursuant to section 503(b)(9) of the Bankruptcy Code.
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.
On Feb. 25, 2016 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. 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.
REPUBLIC AIRWAYS: Schedules Deadline Extended to April 11
---------------------------------------------------------
At the behest of Republic Airways Holdings Inc. and its
debtor-affiliates, Judge Sean H. Lane has entered an order:
(a) extending their deadline to file schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs by an additional
30 days, through April 11, 2016;
(b) extending the time to file the initial report of financial
information with respect to any nondebtor entities in which
they hold a controlling or substantial interest, or to file
a motion with the Court seeking a modification of those
reporting requirements for cause;
(c) waiving the requirements to file a list of creditors; and
(d) waiving the requirement to file a list of equity security
holders within 14 days of the Petition Date.
The Debtors filed with the Court a consolidated list of creditors
holding the 10 largest secured claims against their estates and a
consolidated list of creditors holding the 40 largest unsecured
claims against their estates. The Debtors have approximately
$3.56
billion in assets and approximately $2.97 billion in liabilities
as
indicated in their most recent consolidated balance sheet, and
more
than 10,000 creditors.
According to the Debtors, given the size and complexity of their
operations, they anticipate they will be unable to complete the
Schedules in the mere 14 days provided under Fed. R. Bankr. P.
1007(c). While they are mobilizing their employees to work
diligently and expeditiously on preparing the Schedules, the
Debtors maintained their resources are strained.
Bruce R. Zirinsky, Esq., at Zirinsky Law Partners PLLC, counsel
for
the Debtors, related that cause exists to extend the deadline for
filing the 2015.3 Reports based on the size, complexity, and
geographic reach of Republic's business and the substantial
burdens
imposed by compliance with Rule 2015.3 in the early days of these
Chapter 11 cases. He added that extending the deadline for the
initial Rule 2015.3 Reports also will enable Republic to work with
its advisors and the Office of the United States Trustee to
determine the appropriate nature and scope of the 2015.3 Reports
and any proposed modifications to the reporting requirements.
Republic has filed a motion to retain and employ Prime Clerk LLC
as
their claims and noticing agent. Mr. Zirinsky asserted that
because Prime Clerk will receive the list of creditors and will
use
the list to furnish the notice of commencement to creditors,
filing
the list of creditors would serve no useful purpose and
accordingly, the Notice Rules should be waived.
Mr. Zirinsky maintained that preparing the list of equity security
holders with last-known addresses and sending notices to all
parties on the Equity List is unnecessary at this time and would
create an additional expense without a concomitant benefit to the
estates. Mr. Zirinsky further said that to the extent equity
security holders are entitled to distributions or entitled to vote
on a Chapter 11 plan, those parties can nevertheless be provided
with the appropriate bar date or plan-related notices and then have
an opportunity to assert their interests.
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.
On Feb. 25, 2016 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. 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.
REXNORD: Bank Debt Trades at 5% Off
-----------------------------------
Participations in a syndicated loan under which Rexnord is a
borrower traded in the secondary market at 95.30
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.52 percentage points from the
previous week. Rexnord pays 300 basis points above LIBOR to borrow
under the $1.95 billion facility. The bank loan matures on Aug. 15,
2020 and carries Moody's B2 rating and Standard & Poor's BB-
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
RIENZI & SONS: Proposes Plan & Claims Settlement With Bank
----------------------------------------------------------
Rienzi & Sons, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of New York for authorization to enter into a Stipulation
of Settlement with Banco Popolare Societa Cooperative and Michael
Rienzi. The Stipulation of Settlement compromises and settles the
controversy regarding Banco Popalare's claim, and issues regarding
the Debtor's plan of reorganization.
Banco Popolare's Claim
Banco Popalare filed a proof of claim, seeking a general unsecured
claim of $9,293,253. The claim is based upon two judgments
rendered in Italy, a "Rome Judgment" and a "Verona Judgment".
The Rome Judgment is a judgment in the action Acque Minerale
Riunite S.p.A. V. Rienzi & Sons, Tribunale Civile di Roma (Italy),
relating to an alleged breach by the Debtor of a July 9, 2009
purchase agreement to purchase the stock of a company Monticchio
Gaudianello S.p.A. The Rome Judgement is currently being apealed
by the Debtor. The Verona Judgment is the result of a challenge to
Banco Poplare standing to enforce the Rome Judgment in a plenary
action, Rienzi & Sons Inc. v. Monticchio Gaudianello S.p.A.,
Tribunal de Verona (Italy). The Verona Judgment is in favor of
Banco Popolare, and it is also being appealed by the Debtor.
The Debtor objected to Banco Popolare's claim and raised the issue
of whether Banco Popolare even owns a claim against the Debtor, or
whether that claim is owned by some other party. Banco Popolare
asserts that it merged with an equity called Efibanca s.p.a., which
itself was the 100% shareholder of Acque Minerali Riunite s.p.a.,
the named party to the Rome Judgment.
Plan of Reorganization
The Debtor's Plan calls for the Debtor's principal and 100% equity
holder Michael Rienzi to invest in the Reorganized Debtor (i) $4.25
million as a "New Value Contribution", and (ii) additional cash
funds sufficient to pay administrative expense claims in full.
According to the Plan, the Debtor will continue the Debtor's
business operations post-confirmation, servicing all of the Debtors
customers and using all of the Debtor's suppliers.
Banco Popolare asserted that it can block confirmation of the
Debtor's Plan due to the size of its claim, which is the largest
unsecured claim by far against the Debtor.
Terms of Settlement
The Debtor tells the Court that it amended its Plan and Disclosure
statement to incorporate the terms of the Settlement that had been
reached during mediation. The Debtor believes that the Official
Committee of Unsecured Creditors now supports the Debtor's Amended
Plan.
Similar to the previous plan, the Amended Plan contemplates that
the Debtor continue operating its business post-confirmation,
servicing all of its customers and using all of its suppliers.
The Settlement contains, among others, the following terms:
(a) Mr. Rienzi will purchase the Banco Popolare Claim for a
purchase price of $3,100,000 pursuant to an Assignment Agreement.
(b) Mr. Rienzi will pay Banco Popolare $1,000,000 ("First
Installment"), upon the date when the Court Order under approving
this settlement becomes final and non- appealable ("Settlement
Effective Date"). Once the First Installment is transferred to
Banco Popolare, the Banco Popolare Claim shall be deemed to be
transferred to Mr. Rienzi for distribution and voting purposes
("Triggering Event"). In the event that Mr. Rienzi will fail to
make payment of the First Installment, the Settlement Agreement
shall be null and void ab initio.
(c) Mr. Rienzi will pay Banco Popolare the balance of
$2,100,000 in accordance with the following schedule:
i. $357,500 by the earlier of (i) June 1, 2016 or (ii)
within three (3) days of the effective date of the Debtor's
reorganization plan approved and confirmed by the Court in the
Chapter 11 Case (the "Plan Effective Date");
ii. $332,000 by the earlier of (i) Dec. 1, 2016 or (ii)
the 6th month anniversary of the Plan Effective Date;
iii. $357,000 by the earlier of (i) June 1, 2017 or (ii)
the 12th month anniversary of the Plan Effective Date;
iv. $357,000 by the earlier of (i) Dec. 1, 2017 or the
(ii) 18th month anniversary of the Plan Effective Date; and
v. The balance by no later than two years after the
Settlement Effective Date.
(d) Mr. Rienzi will simultaneously give Banco Popolare a
second lien on Mr. Rienzi's warehouse or real estate located at
18-81 Steinway Street, Astoria, New York 11105, shall execute
mortgage and related documentation, and pay for recording and for
title insurance in connection with said mortgage.
(e) The Banco Popolare Claim shall be an allowed claim for
distribution and voting purposes, to the extent that such voting
rights exist under 11 U.S.C. Sec. 1129(a)(10), in the amount of
$9,293,253.
(f) The Debtor, Mr. Rienzi, and Banco Popolare exchange
releases in accordance with the Settlement Agreement.
The Debtor contends that the Settlement Agreement ends potential
litigation with Banco Popolare with respect to the plan
confirmation, in addition to ending litigation with respect to the
Claim Objection. The Debtor further contends that though it could
have confirmed a plan over the objection of Banco Popolare,
protracted litigation could have jeopardized the Debtor's business
operations, and ultimately harmed creditors. The Debtor believes
that it will be able to confirm its amended Plan and emerge as a
reorganized entity.
Riezi & Sons, Inc., is represented by:
Vincent J. Roldan, Esq.
BALLON STOLL BADER & NADLER, P.C.
729 Seventh Avenue
New York,
NY 10019
Telephone: (212)575-7900
Facsimile: (212)764-5060
E-mail: vroldan@ballonstoll.com
About Rienzi & Sons, Inc.
Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was
signed by Michael Rienzi as president. The Debtor disclosed
assets of 13,349,383 and total liabilities of $24,965,511.
Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon
Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge
Nancy Hershey Lord presides over the Chapter 11 case.
Wayne Greenwald, P.C., represents Alma Bank.
The U.S. Trustee for for Region 2 appointed five creditors to
serve in the Official Committee of Unsecured Creditors. Klestadt
Winters Jureller Southard & Stevens LLP represents the Committee.
ROSETTA GENOMICS: Dolphin Offshore Owns 6.2% of Ordinary Shares
---------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Dolphin Offshore Partners, L.P., and Dolphin Mgmt.
Services, Inc. disclosed that as of Feb. 24, 2016, they
beneficially own 1,114,738 ordinary shares, NIS $0.06 par value per
share, of Rosetta Genomics Ltd., representing 6.25 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/f1FDfh
About Rosetta
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
Rosetta Genomics reported a loss from continuing operations of
$14.5 million on $1.32 million for the year ended Dec. 31, 2014, a
loss from continuing operations of $13.2 million in 2013 and a
loss from continuing operations of $10.69 million in 2012.
As of June 30, 2015, Rosetta Genomics had $23.3 million in total
assets, $3.49 million in total liabilities and $19.8 million in
total shareholders' equity.
Bankruptcy Warning
"We will likely require substantial additional funding and expect
to augment our cash balance through financing transactions,
including the issuance of debt or equity securities and further
strategic collaborations. On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance of
ordinary shares, various series of debt securities and/or warrants
to purchase any of such securities, either individually or in
units, with a total value of up to $75 million, from time to time
at prices and on terms to be determined at the time of such
offerings. The filing was declared effective on December 19, 2012.
As of the time of the filing of this Annual Report on Form 20-F,
we had sold through the Cantor Sales Agreement an aggregate of
4,736,854 of our ordinary shares for gross proceeds of $19.9
million under this shelf registration statement, leaving an
aggregate of approximately $55.1 million of securities available
for sale under this Form F-3, subject to limitations imposed by the
SEC for companies with a public float of less than $75 million. If
we need additional funding, there can be no assurance that we will
be able to obtain adequate levels of additional funding on
favorable terms, if at all. If adequate funds are needed and not
available, we may be required to:
* delay, reduce the scope of or eliminate certain research and
development programs;
* obtain funds through arrangements with collaborators or
others on terms unfavorable to us or that may require us to
relinquish rights to certain technologies or products that we
might otherwise seek to develop or commercialize
independently;
* monetize certain of our assets;
* pursue merger or acquisition strategies; or
* seek protection under the bankruptcy laws of Israel and the
United States," the Company said in its annual report for the
year ended Dec. 31, 2014.
S-3 PUMP SERVICE: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: S-3 Pump Service, Inc.
1918 Barton Drive
Shreveport, LA 71107
Case No.: 16-10383
Type of Business: Provider of high pressure pumping service
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Western District of Louisiana (Shreveport)
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Robert W. Johnson, Esq.
BLANCHARD, WALKER, O'QUIN & ROBERTS
P.O. Drawer 1126
Shreveport, LA 71163
Tel: (318) 221-6858
Fax: 318-227-2967
E-mail: rjohnson@bwor.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Malcolm H. Sneed, III, president.
List of Debtor's 19 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Ally Financial Vehicles $39,348
CAT Financial Equipment $87,868
Chrysler Capital Vehicles $699,014
PO Box 660335
Dallas, TX 75266
CIT Finance LLC Equipment $308,475
1 CIT Drive - Mail
Stop 4130
Livingston, NJ 07039
Citizens Bank & Trust of Vivian Vehicles $91,690
Citizens National Bank Real Estate Unknown
Element Financial Corp Equipment $233,698
First National Bank of Hughes Sp Equipment $589,353
PO Box 779
Jefferson, TX 75657
First National Capital LLC Equipment $7,361
Ford Credit Vehicles $40,555
GE Capital Equipment $69,375
MB Financial Equipment $168,868
PACCAR Financial Corp Vehicles $840,400
PO Box 530491
Atlanta, GA 30353
Prime Alliance Bank Equipment $258,956
1868 South 500 West
Woods Cross, UT 84087
Signature Financial LLC Equipment $622,181
225 Broadhollow Rd- Ste 132W
Melville, NY 11747
Susquehanna Comm Fin Inc. Equipment $216,191
Trinity, Div of Bank Equipment $316,311
of the West
475 Sansonne St -19th Flr
San Francisco, CA 94111
Wells Fargo Equipment $285,326
Equipment Leasing
NW8704
PO Box 1450
Minneapolis, MN 55485
Wintrust Equip Finance Equipment $56,258
SEARS HOLDINGS: Moody's Assigns Ba3 Rating on New $750MM Loan
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sears Holdings
Corp.'s new $750 million senior secured ABL Term Loan due 2020. All
other ratings including the Caa1 Corporate Family Rating, and the
negative outlook, are unchanged.
Moody's views this transaction as a credit positive for Sears, as
it lengthens company's debt maturity profile and improves liquidity
as the company will how have greater access to the revolving
portion of the ABL revolver. The Ba3 rating assigned to Sears
Holdings' first lien term loan reflects its first priority position
on the company's domestic inventory and accounts receivable as well
as the structural protections provided to this loan as provided for
in the asset based credit agreement. The new term loan ranks
pari-passu with the existing $980 million secured term loan due
2018 (also rated Ba3). Proceeds from the new term loan are
expected to be used to pay down a substantial portion of amounts
drawn under the company's ABL Revolver (as of January 30, 2016 the
company had approximately $797 million drawn under the ABL
Revolver).
This rating was assigned:
Sears Holdings Corp.
Senior secured ABL Term Loan due 2020 at Ba3, LGD 2
RATINGS RATIONALE
Sears' Caa1 rating reflects the company's sizable operating
losses -- Domestic Adjusted EBITDA (as defined by Sears) was a loss
of $836 million during fiscal 2015 and its cash burn was
approximately $2.5 billion. It remains uncertain if the company's
operating strategies will stem its continued losses and be
sufficient for its cash burn to approach breakeven levels. While
the company maintains a sizable asset base its debts are
significant with approximately $3.2 billion of funded debt as well
as an unfunded pension obligation of $2.1 billion. The ratings
also reflect Moody's view on the uncertainty of the viability of
the Kmart franchise in particular given its meaningful market share
erosion. The Caa1 rating also reflects that even after recent
transactions, Sears still retains ownership of around 419
properties across the Sears and Kmart banners and the $2.7 billion
Seritage transaction (266 properties) demonstrates the company's
ability and willingness to monetize its holdings. Moody's also
recognizes the nature of the arrangements with Seritage and the
joint ventures with three large mall developers provide flexibility
for Sears to reduce its store footprint over time, which we think
has the potential to be positive for Sears.
The negative rating outlook reflects Moody's expectations the
company will face challenges in mitigating operating losses and
reducing its high cash burn despite its ability to monetize
additional real estate as needed to maintain liquidity. The
negative outlook recognizes the company's benign debt maturity
profile with no meaningful debt maturities until 2018 but
recognizes the company's high cash needs including minimum pension
contributions of approximately $596 million in 2016 and 2017,
annual interest expense of $300 million and annual capex of $200
million.
In light of the negative outlook, an upgrade in the near-term is
unlikely. However, ratings could be upgraded if the company were
to make meaningful further progress improving operating results
while maintaining a good liquidity profile. Quantitatively ratings
could be upgraded if we expected EBITDA-Cap Ex to interest to
sustainably approach 1 times while maintaining a good liquidity
profile.
Ratings could be downgraded if the company's unencumbered asset
base continued to erode while adjusted EBITDA losses remained
significant and asset sale proceeds primarily were used to fund
operating losses. Ratings could be downgraded if the company's
liquidity were to become more constrained, operating losses widened
beyond current levels, or if probability of default were to
otherwise increase.
Headquartered in Hoffman Estates, IL, Sears Holdings Corporation
through its subsidiaries, including Sears, Roebuck and Co. and
Kmart Corporation, operates 1,672 stores in US as of Jan. 30, 2016.
For the most recent LTM period, domestic revenues were $25.2
billion. 48.5% of Sears Holdings' common stock is held by entities
affiliated with Sears Chairman and CEO Mr. Edward S. Lampert
The principal methodology used in this rating was Retail Industry
published in October 2015.
SFS LTD: B&B and Cunningham Okayed to Continue Pursuing BP Claims
-----------------------------------------------------------------
Simply Fashion Stores, Ltd. and Adinath Corp. won approval from the
Bankruptcy Court of their amended application to employ Badham &
Buck, LLC ("B&B") and Cunningham Bounds, LLC, as special litigation
counsel to the Debtor, nunc pro tunc to the Petition Date, for
purposes of pursuing claims against BP in connection with the
Deepwater Horizon oil spill (the "BP Claims").
B&B and Cunningham have represented the Debtor in pursuing claims
against BP since August 2012.
B&B and Cunningham will render necessary services to the Debtors in
pursuing the BP Claims during the pendency of the Chapter 11 cases.
The professional services that B&B and Cunningham, through their
attorneys, will render include:
(a) Preparing documents and submissions in connection with
the BP Claims;
(b) Advising and assisting the Debtor in connection with any
settlements concerning the Retained Matters; and
(c) Performing all other necessary or appropriate legal
services in connection with the Retained Matters.
B&B and Cunningham will provide legal services to the Debtors on a
contingency fee basis. Specifically, B&B and Cunningham will
pursue the BP Claims on behalf of the Debtors, and the Debtors will
pay a total contingency fee of 15% of the money received on any
claim filed by B&B and/or Cunningham on the Debtor's behalf. B&B
and Cunningham will not charge the Debtor for any costs and
expenses incurred by such firms in prosecuting the BP Claims,
although B&B and Cunningham will seek recovery from BP of
accounting fees incurred as part of any claim filed.
As of the Petition Date, neither B&B nor Cunningham was a creditor
of the Debtor.
The firms attested that they do not hold or represent an interest
that is adverse to the Debtors or the Debtors' estate with respect
to the matter upon which they are to be employed.
The firms can be reached at:
W. Percy Badham, III
BADHAM & BUCK, LLC
2001 Park Place North, Suite 500,
Birmingham, AL 35203.
E-mail: pbadham@badhambuck.com
- and -
Steve Olen, Esq.
CUNNINGHAM BOUNDS, LLC
1601 Dauphin Street
Mobile, AL 36604
E-mail: sco@cunninghambounds.com
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SFS LTD: Delays Hearing on Chapter 7 Conversion
-----------------------------------------------
SFS, Ltd. and Adinath Corp. asked the Bankruptcy Court to continue
the March 2, 2016 hearing to consider their motion to convert each
of their bankruptcy cases to a Chapter 7 liquidation for a period
of 10 days to pave way for settlement discussions.
In a Feb. 29 filing, the Debtors said that they have been brokering
renewed settlement discussions between and among the Committee and
the defendants in the pending Adversary Proceeding. Although no
settlement has been reached at this time that would pave the way
for a liquidating plan that might provide a distribution to the
general unsecured creditors, the Debtors requested the Court to
continue the hearing on the Conversion Motion for approximately 10
days to allow the settlement discussions to continue.
Although the secured lender has not agreed at this time to extend
the Debtors' use of cash collateral beyond February 29, 2016, the
Debtors believe that the settlement negotiations should continue.
The Debtors hope that the Court will approve a number of
preference-related settlements at the hearing to be held on March
2, 2016, which will provide funds to the estates which are not
subject to the lien of the secured lender. Moreover, the Debtors
expect to finalize a settlement with another preference target, and
if the settlement is approved by the Court at a later hearing, the
estates will receive additional necessary funds.
The Official Committee of Unsecured Creditors and the U.S. Trustee
did not oppose the Debtors' request for a short continuance.
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SNEED SHIPBUILDING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sneed Shipbuilding, Inc.
17112 Market Street
Channelview, TX 77530
Case No.: 16-60014
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Victoria)
Judge: Hon. David R Jones
Debtor's Counsel: Amber Michelle Chambers, Esq.
MCCATHERN, PLLC
3710 Rawlins St, Ste 1600
Dallas, TX 75219
Tel: 214-741-2662
E-mail: achambers@mccathernlaw.com
- and -
Eric Michael VanHorn, Esq.
MCCATHERN, PLLC
3710 Rawlins St, Ste 1600
Dallas, TX 75219
Tel: 214-741-2662
E-mail: ericvanhorn@mccathernlaw.com
- and -
Nicholas Zugaro, Esq.
MCCATHERN, PLLC
2000 West Loop South, Suite 2100
Houston, TX 77027
Tel: 832-533-8689
E-mail: nzugaro@mccathernlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Clyde E. Sneed, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb16-60014.pdf
SPENDSMART NETWORKS: Appoints Brett Schnell as CFO
--------------------------------------------------
Spendsmart Networks, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission it appointed Brett Schnell as
chief financial officer. Mr. Schnell had been serving as the
Company's Controller since October 2012. Mr. Schnell's annual base
salary is $130,000 of which $117,000 is paid in cash and $13,000 in
options to purchase the Company's common stock.
About SpendSmart Networks
SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues. These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems. We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets. The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.
SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $8.52 million in total
assets, $4.48 million in total liabilities and $4.04 million in
total stockholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation. These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern.
SPIRIT AEROSYSTEMS: Moody's Withdraws Ba1 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured ratings of
Spirit AeroSystems, Inc. to Baa3 from Ba2. Concurrently, Moody's
withdrew the Ba1 Corporate Family, the Ba1-PD Probability of
Default and the SGL-1 Speculative Grade Liquidity ratings. The
rating outlook is stable.
Issuer: Spirit AeroSystems, Inc
These ratings were upgraded:
$300 million senior notes due 2020, to Baa3 from Ba2 (LDG5)
$300 million senior notes due 2022, to Baa3 from Ba2 (LDG5)
Rating outlook, Stable
Withdrawals:
Corporate Family Rating, previously rated Ba1
Probability of Default Rating, previously rated Ba1-PD
Speculative Grade Liquidity Rating, previously rated SGL-1
RATINGS RATIONALE
"Spirit is expected to maintain a strong balance sheet with
sustainable earnings and cash flow generation over the coming
years", said Moody's analyst, Eoin Roche. "Moody's also expects
that Spirit will maintain prudent financial policies with respect
to capital structure and liquidity along with a conservative mix of
mature programs relative to new and developing programs. These
elements should support a stable operating profile and a robust set
of credit metrics".
Spirit's Baa3 rating reflects the company's unique position in the
aero-structures market underpinned by life-of-program production
agreements and long-term requirements contracts on the most popular
Boeing and Airbus platforms, particularly as supplier for the 737.
Moody's believes Spirit's position as the largest independent
supplier of aerostructures to Boeing and its role as the
sole-provider of critical airframe parts make it a supplier of
strategic importance. On-going concern around the A350 platform as
well as uncertainty around the Boeing negotiations which involves
pricing on existing programs act as tempering considerations.
Nonetheless, we view Spirit's currently low debt level and high
cash balance and robust forward cash flow profile as providing
sufficient cushion in absorbing any negative developments from
these risks.
Spirit's liquidity profile is supported by meaningful cash balances
(almost $1.0 billion as of December 2015) and a substantial
revolving credit facility. Free cash flow generation of over $900
million during FY 2015 was particularly robust although this was in
part driven by a number of one-time items including the tax
benefits from the sale of the Gulfsteam wing work ($220 million),
an interim pricing agreement on the 787 ($192 million), and the
temporary suspension of advance payments on the 787 ($30 million).
Moody's expects the company to continue to generate meaningful free
cash flow over the next few years, albeit lower than 2015, with
free cash flow likely to be at least $300 million or 20% free cash
flow-to-debt in 2016 (assuming no mandatory repayment of the
deferred revenues on the 787).
The stable outlook incorporates our expectations that Spirit will
continue to maintain a strong credit profile, a conservative
financial policy and robust levels of free cash flow.
A dramatically reduced risk profile on the A350 along with a good
balance of new and developing programs relative to mature programs
would be prerequisites for any upgrade. An expectation of reduced
operating and working capital volatility and strong execution on
the production rate ramp-up would be important upward ratings
drivers. A continuation of strong credit metrics, a prudent
investment grade financial policy, and a satisfactory resolution of
the Boeing negotiations would also underpin a ratings upgrade. The
rating could be downgraded if there is a shift to an aggressive
financial policy or meaningful charges/production delays on
existing platforms. A weakening liquidity and cash flow profile,
such that free cash flow-to-debt were sustained in the low-teens
context could result in a downgrade. Ratings could also be
downgraded if the resolution of the Boeing negotiations resulted in
a material weakening of Spirit's forward earnings profile or if
Debt-to-EBITDA were anticipated to be sustained in the very low 2x
range or if cash is expected to be lower than $500 million.
Spirit AeroSystems, Inc., headquartered in Wichita, Kansas, is an
independent non-OEM designer and Tier-1 manufacturer of commercial
aircraft aero-structures. Components include fuselages, pylons,
struts, nacelles, thrust reversers, and wing assemblies, primarily
for Boeing but also for Airbus and others. Revenues for the twelve
months ended Dec. 31, 2015, were approximately $6.6 billion.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
SPORTS AUTHORITY: Joint Administration of Cases Sought
------------------------------------------------------
Sports Authority Holdings, Inc. and certain of its debtor
affiliates ask the Bankruptcy Court to enter an order directing
joint administration of their Chapter 11 cases under the Lead Case
No. 16-10527. The Debtors assert that joint administration is
warranted because (i) their financial affairs and business
operations are closely related, and (ii) it will ease the
administrative burden on the Court and other parties.
The Debtors maintained that joint administration will prevent
duplicative efforts and unnecessary expenses.
"With seven affiliated debtors, each with its own case docket,
administering these cases separately would result in duplicative
pleadings, notices and orders filed and served upon separate
service lists," said Andrew L. Magaziner, Esq., at Young Conaway
Stargatt & Taylor, LLP, counsel for the Debtors. "This unnecessary
duplication would be costly for the estates and would not create
any counterbalancing benefit for creditors," he added.
According to the Debtors, the relief requested is purely procedural
and does not effectuate substantive consolidation of their
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: Section 341 Meeting Set for March 29
------------------------------------------------------
Pursuant to Section 341 of the Bankruptcy Code, Andrew R. Vara, the
Acting United States Trustee for the District of Delaware, has
scheduled a meeting of creditors of Sports Authority Holdings,
Inc., et al., on March 29, 2016, at 9:00 a.m. at J. Caleb Boggs
Federal Building, 844 King Street, 2nd Floor, Room 2112, in
Wilmington, Delaware.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About 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: Taps KCC as Claims and Noticing Agent
-------------------------------------------------------
Sports Authority Holdings, Inc., et al., seek authority from the
Bankruptcy Court to employ Kurtzman Carson Consultants LLC as their
claims and noticing agent in lieu of the Clerk of the United States
Bankruptcy Court for the District of Delaware, effective as of the
Petition Date.
The Debtors anticipate that thousands of entities will be noticed
during the course of these Chapter 11 cases. In view of the number
of anticipated claimants and the complexity and scope of their
business, the Debtors assert that KCC's appointment as the claims
and noticing agent is both necessary and in the best interests of
their estates and their creditors because they and the Clerk will
be relieved of the burdens associated with the Claims and Noticing
Services.
KCC's hourly rates are:
Position Hourly Rate
-------- -----------
Executive Vice President Waived
Director/Senior Managing Consultant $175
Consultant/Senior Consultant $70-$160
Technology/Programming Consultant $35-$70
Clerical $25-$50
Solicitation Lead/Securities Director $215
Securities Senior Consultant $200
The Debtors request that the undisputed fees and expenses incurred
by KCC in the performance of the services be treated as
administrative expenses of their estates and be paid in the
ordinary course of business without further application to or order
of the Court.
Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $50,000. KCC seeks to hold that retainer under the
Services Agreement during the cases as security for the payment of
fees and expenses incurred under the Services Agreement.
As part of the overall compensation payable to KCC under the terms
of the Services Agreement, the Debtors have agreed to certain
indemnification and contribution obligations.
KCC represents it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is to be engaged.
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: Wants 90-Day Extension of Lease Decision Period
-----------------------------------------------------------------
Sports Authority Holdings, Inc., and its affiliated debtors seek a
90-day extension, through and including Sept. 28, 2016, of their
statutory deadline by which they must assume or reject leases,
subleases and other agreements that may be considered unexpired
leases of non-residential real property under applicable law.
The Debtors have initiated multiple sales processes pursuant to
which they seek to maximize value for their retail locations,
underlying leasehold interests and related assets. Specifically,
the Debtors are conducting store closing sales at certain
designated retail locations and, simultaneously therewith,
marketing their leasehold interests in their remaining retail
stores, together with related assets, to third party purchasers.
The Debtors and their advisors intend to thoroughly review the Real
Property Leases that govern their occupancy of the Closing Stores,
and make an informed decision regarding the potential value that
may be realized from assignment thereof. In the event that the
Debtors determine that there is a robust market for any or all of
Closing Store leases, the Debtors intend to solicit offers for
assignment and explore all commercially reasonable options.
The Debtors do not believe that they will have had sufficient time
by the expiration of the initial Assumption/Rejection Period to
make informed decisions whether to reject or assume the Real
Property Leases.
"Given the inherent fluidity in these Chapter 11 Cases,
circumstances may arise during the pendency of these cases that
would cause the Debtors to re-evaluate the need to continue leasing
a particular property," according to Andrew L. Magaziner, Esq., at
Young Conaway Stargatt & Taylor, LLP, counsel for the Debtors. "In
the absence of an extension of the current Assumption/Rejection
Period, the Debtors could be forced to prematurely assume Real
Property Leases that may later prove to be burdensome, which could
give rise to large administrative expense claims against the
Debtors' estates and hamper the Debtors' ability to successfully
prosecute these Chapter 11 Cases," he maintained.
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.
SPX FLOW: Moody's Affirms Ba2 CFR & Changes Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service changed SPX Flow rating outlook to
negative from stable to reflect Flow's elevated leverage, and
ongoing market weakness in the company's end markets. Moody's
affirmed a Ba2 corporate family rating of SPX Flow, Inc. Moody's
also affirmed a probability of default rating at Ba2-PD and the Ba3
rating on the $600 million senior unsecured notes. Moody's lowered
the Speculative Grade Liquidity Rating to SGL-3 from SGL-2.
Moody's affirmed this rating at SPX Flow, Inc.:
-- Corporate family rating, affirmed Ba2
-- Probability of default rating, affirmed Ba2-PD
-- $600 million senior unsecured notes due 2017, affirmed Ba3,
LGD5
The Speculative Grade Liquidity Rating is SGL-3, lowered from
SGL-2.
The ratings outlook is negative.
RATINGS RATIONALE
The change in Flow's rating outlook to negative reflects the
expectation of further near term weakening in performance as over
20% of SPX Flow's revenues are exposed to the oil and gas sector
that is undergoing major uncertainties. Moody's expectations for a
weak 2016 follows a difficult 2015 where the company's performance
was affected by the strengthening of the US dollar, the impact of
weak oil and gas end market, and weakness in its power and energy,
food and beverage, and industrial end markets. Moody's outlook for
the oil and gas segment was also considered in the negative
outlook. In addition to its end market weakness, the dollar's
appreciation has hurt the currency translation on its foreign sales
which account for the majority of its revenues.
The Ba2 Corporate Family Rating reflects SPX Flow's global scale,
extensive geographic footprint, and end market diversification.
Longer term we believe the food segment will provide predictable
cash flows while the energy segment will remain under pressure
short term. The expectations for the industrial segment will
likely be muted by the slow growing economy.
The Ba3 rating on the $600 million Senior Notes due 2017 reflects
the Notes' junior position given that the unsecured notes are the
most junior material obligations in the company's capital
structure. The Ba3 rating on the notes issue also reflects the
significant amount of senior secured obligations in the SPX Flow
liability structure, comprised of a $250 million domestic revolving
credit facility, a $400 million Senior Secured Term Loan, and a
$200 million multi-currency revolver.
The SGL-3 rating speculative grade liquidity rating reflects
Moody's expectation of SPX to have adequate liquidity over the next
12 months, supported by anticipation for positive free cash flow
due in part to its modest capital expenditures. Moody's expects
positive free cash flow well into 2018, yet in comparison to prior
years the amounts generated would be less than $100 million
annually. Moreover, Moody's expects Flow's cash position to exceed
$300 million by year end 2016, although the majority of the cash is
outside the US. Availability under the credit facilities is
considered adequate, and we anticipate some draw given $600 million
of senior notes mature in 2017. Moody's notes that the company may
not have sufficient liquidity to repay the notes without
refinancing them. The rating also captures our expectation that
SPX will remain in compliance with its covenants over the next 12
months.
The ratings could be downgraded, if credit metrics were anticipated
to deteriorate further as a result of decline in revenues or
margins, particularly if Debt to EBITDA is expected to be over 4.0x
or EBITA to Interest was expected to fall below 3.0x on a
sustainable basis. The company is considered to be very weakly
positioned in the current rating category. As a result, failure to
meaningfully improve its operating margins could result in a
ratings downgrade over the short term. Moody's notes that the
rating on the $600 million senior unsecured notes versus the CFR
could widen in the event the company's CFR is downgraded. Longer
term, the company's growth will likely include acquisitions as it
seeks to expand its product offerings. Although not anticipated
over the intermediate term, meaningful debt-funded acquisitions
and/or a more aggressive financial policy leading credit metrics
towards the down triggers would also pressure the ratings.
An upgrade in the near term is not anticipated given SPX Flow's
current weak end markets and Moody's expectation for only
flat-to-modest near-term improvement. However, continued
deleveraging and a successful integration of future acquisitions
with Debt to EBITDA expected to be below 3.5x and Free Cash Flow to
Debt above 15% would provide positive ratings traction.
Nevertheless, upward ratings traction is constrained by macro
factors tied to deterioration in the end markets.
SPX Flow is a spinoff from SPX Corporation with expected annual
revenues just under $2.4 billion. The company is comprised of
three segments: Food and Beverage 37% of sales, Power and Energy
31% of sales, and Industrial 32% sales. Although the company
primarily focuses on fluids, Moody's considers it reasonably well
diversified as it serves many industries. The North American
market comprises 36% of sales, while the second largest market is
Europe at 28% closely followed by Asian market at 26%. The
company's large foreign exposure results in higher earnings
volatility, particularly due to strengthening US dollar.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
SUNDEVIL POWER: Court Approves Joint Administration of Cases
------------------------------------------------------------
Sundevil Power Holdings, LLC and SPH Holdco LLC sought and obtained
an order from the Bankruptcy Court directing consolidation of their
Chapter 11 cases for procedural purposes only. The cases are
jointly administered by the Court for proceural purposes under the
case styled In re Sundevil Power Holdings, LLC, Case No. 16-10369.
The procedural consolidation will be for administrative purposes
only and will not be a substantive consolidation of the Debtors'
estates.
About Sundevil Power
Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016. The petitions were signed by
Blake M. Carlson as authorized signatory.
The Debtors estimated assets in the range of $100 million to $500
million and liabilities of at least $100 million.
The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.
Judge Kevin J. Carey oversees the Debtors' cases.
* * *
The Debtors have received interim approval of their motion to
obtain financing and use cash collateral. A copy of the Interim
DIP Order is available for free at:
http://bankrupt.com/misc/Sundevil_45_Int_DIP_Order.pdf
SUPERVALU: Bank Debt Trades at 6% Off
-------------------------------------
Participations in a syndicated loan under which SuperValu is a
borrower traded in the secondary market at 94.40
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.28 percentage points from the
previous week. SuperValu pays 350 basis points above LIBOR to
borrow under the $1.485 billion facility. The bank loan matures on
March 21, 2019 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
TAR HEEL OIL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Tar Heel Oil II, Inc. 16-50216
dba Tarheel Oil
dba Mountain Oil
dba Colonial Distributors
dba Hall Petroleum
PO Box 608
North Wilkesboro, NC 28659-0608
Gambill Oil , LLC 16-50217
PO Box 608
North Wilkesboro, NC 28659
Chapter 11 Petition Date: March 4, 2016
Court: United States Bankruptcy Court
Middle District of North Carolina (Winston-Salem)
Judge: Hon. Benjamin A. Kahn
Debtors' Counsel: Charles M. Ivey, III, Esq.
IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP
Suite 500, 100 S. Elm St.
Greensboro, NC 27401
Tel: 336-274-4658
Fax: 336-274-4540
E-mail: jlh@imgt-law.com
Debtors'
Financial
Advisor: Ira D. Morris
Estimated Estimated
Assets Liabilities
--------- -----------
Tar Heel Oil II, Inc. $3.18MM $6.03MM
Gambill Oil , LLC $986,674 $3.28MM
The petitions were signed by Arthur H. Lankford, president.
A list of Tar Heel Oil's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ncmb16-50216.pdf
A list of Gambill Oil, LLC's 15 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ncmb16-50217.pdf
TRANSCARE CORP: Employee Sues Equity Fund Over Shutdown
-------------------------------------------------------
A former employee of TransCare Corporation has commenced a class
action lawsuit against the Company's owner, Patriarch Partners LLC,
alleging that the private equity fund violated the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et
seq., and the New York WARN Act, New York Labor Law Sec. 860 et
seq.
TransCare is a for-profit ambulance company headquartered in
Brooklyn,
New York. TransCare provides ambulatory services in New York
City,
Long Island, Westchester, Maryland, and Pennsylvania.
Prior to the Shutdown, TransCare employed approximately 2,000
employees. TransCare's emergency medical technicians in the 911
division that serviced Manhattan hospitals were based out of
TransCare's Hamilton Avenue base. The Hamilton Avenue base is
where
ambulances were serviced and replenished with medical supplies.
The
Hamilton Avenue base was also where most 911 division employees
picked
up their final paychecks.
In 2003, Patriarch Partners, LLC provided loans to TransCare,
allowing
TransCare to complete successfully a reorganization under Chapter
11
of the United States Bankruptcy Code. Patriarch now owns
TransCare.
For months leading up to the Shutdown, TransCare informed its
hospital
partners and the New York City Fire Department that it was in
financial trouble. In response, certain of TransCare's hospital
partners cancelled their contracts with TransCare. In addition,
the
FDNY prepared contingency plans for the potential complete shutdown
of
TransCare, which the FDNY understood could be sudden. At the same
time, TransCare continually communicated to its employees that
TransCare's business prospects were positive. Transcare even went
so
far as to recruit new EMTs as late as one month prior to the
Shutdown.
On February 24, 2016, TransCare and several affiliated entities
filed
for bankruptcy protection under Chapter 7 of the United States
Bankruptcy Code in the Southern District of New York. That same
day,
TransCare notified its employees that a restructuring would be
taking
place over the next several months, and instructed that they
should
continue working as usual until told otherwise.
But on February 25, 2016, TransCare suddenly shut down its NYC 911
and
certain other operations.
As part of the restructuring, several profitable divisions of
TransCare were split off into separate related entities. Employees
in
the divisions being liquidated were terminated immediately.
The Complaint says Patriarch, the owner of TransCare, directed the
restructuring and ultimate Shutdown of TransCare. It also notes
that
on February 3, 2016, Patriarch posted a job offering for CEO of
TransCare. In addition, following the announcement of the
Shutdown,
Patriarch CEO Lynn Tilton stated on Twitter that "we saved" 700
jobs
by virtue of splitting off the profitable divisions.
Plaintiff Garcia, on behalf of herself and some 1,200 similarly
situated former employees of TransCare, seeks to recover 60 days'
wages and employee benefits from Patriarch.
The case is, Dalibel Garcia, Plaintiff, individually and on behalf
of
all others situated v. Patriarch Partners, LLC, et al.,
Defendants,
Case No. 1:16-cv-01596 (E.D.N.Y., March 2, 2016).
The Plaintiff is represented by:
Eduard Korsinsky, Esq.
Christopher J. Kupka, Esq.
Michael B. Ershowsky, Esq.
LEVI & KORSINSKY LLP
30 Broad Street, 24th Floor
New York, NY 10004
Tel: (212) 363-7500
Fax: (212) 363-7171
TRANSCARE CORP: In Chapter 7, Sued by Laid-Off Workers
------------------------------------------------------
Patriarch Partners LLC's TransCare Corp. which filed a Chapter 7
petition on Feb. 24, shutting down operations in New York,
Pennsylvania and Maryland, is facing a suit, seeking class action
status, filed by laid off workers.
According to Patricia Hurtado, writing for Bloomberg Brief -
Distress & Bankruptcy, former employees of TransCare sued the
private-equity fund founded by Lynn Tilton, claiming it broke the
law when it fired them without cause in a bankruptcy proceeding.
The Bloomberg report related that the suit, which was filed in
federal court in Manhattan, says the company violated New York
labor law requiring employers to give workers 60 days' written
notice of termination and has failed to pay wages and benefits.
Plaintiff Dalibel Garcia says at least 1,200 former employees were
affected by the company's closing, the Bloomberg report further
related.
Tom Corrigan and Peg Brickley, writing for Dow Jones' Daily
Bankruptcy Review, reported that TransCare and 10 affiliates, all
controlled by Lynn Tilton's Patriarch Partners, filed for chapter 7
in U.S. Bankruptcy Court in Manhattan. TransCare, according to the
DBR report, said in a statement it was forced into bankruptcy when
a senior lender abruptly cut off its access to funding. In its
bankruptcy filing, the company listed total assets between $10
million and $50 million and debts between $50 million and $100
million, the DBR report noted.
The company plans to restructure and spin off at least two of its
businesses into new companies, the DBR said. Transcendence Transit
Inc. would take over its ambulance services in Pittsburgh and the
Hudson Valley, and Transcendence Transit II Inc. would take over
its paratransit business, which provides transportation for people
with limited mobility, the DBR added.
The employees case is Garcia v. Patriarch Partners LLC, 16-cv-1596,
U.S. District Court, Southern District of New York (Manhattan).
TRAVELPORT INC: Bank Debt Trades at 3% Off
------------------------------------------
Participations in a syndicated loan under which Travelport Inc is a
borrower traded in the secondary market at 96.83
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.78 percentage points from the
previous week. Travelport Inc pays 500 basis points above LIBOR to
borrow under the $2.375 billion facility. The bank loan matures on
Aug. 4, 2021 and carries Moody's B2 rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
TRONOX INC: Bank Debt Trades at 13% Off
---------------------------------------
Participations in a syndicated loan under which Tronox Inc is a
borrower traded in the secondary market at 87.23
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.48 percentage points from the
previous week. Tronox Inc pays 300 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
March 15, 2020 and carries Moody's B1 rating and Standard & Poor's
BB+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
ULTRA PETROLEUM: Moody's Affirms Ca CFR, Outlook Remains Negative
-----------------------------------------------------------------
Moody's Investors Service changed Ultra Petroleum Corp.'s
Probability of Default Rating to Ca-PD/LD from Ca-PD. Concurrently,
Moody's affirmed Ultra's Ca Corporate Family Rating, C senior
unsecured notes rating and the SGL-4 Speculative Grade Liquidity
Rating. The outlook remains negative.
The appending of the PDR with an "/LD" designation indicates
limited default, reflecting the recent announcement by the company
that it had entered into waiver and amendment agreements covering
certain of its debt obligations and would defer interest and
principal payments due March 1, 2016. Missing an interest or
principal payment according to the terms of the original debt
agreements, after the applicable grace period, is a default under
Moody's definition of default.
This summarizes the ratings.
Issuer: Ultra Petroleum Corp.
Ratings affirmed:
Corporate Family Rating -- Ca
Probability of Default Rating -- Ca-PD/LD from Ca-PD
$450 mil. Sr Unsec Notes due 2018 -- C (LGD5)
$850 mil. Sr Unsec Notes due 2024 -- C (LGD5)
Speculative Grade Liquidity Rating -- SGL-4
Outlook: Negative
RATINGS RATIONALE
Ultra's Ca CFR reflects its weak liquidity, elevated leverage and
the need for the company to restructure its debt. Moody's expects
the company will seek to fully restructure its debt obligations
such that it can continue to operate in the current low commodity
price environment, before it resumes interest and principal
payments. The company has hired outside advisors Kirkland & Ellis
and Rothschild to aid in restructuring its debt. On March 1, 2016,
the company had a $62 million maturity of senior notes and $40
million of interest due.
The waiver and amendment agreements cover the private placement
notes at subsidiary Ultra Resources, Inc. and the revolving credit
facility. The agreements do not cover the two rated notes issues
at Ultra Petroleum Corp, which require interest payments to be made
in April. Moody's sees heightened risk that the company may not
make the interest payments on the Ultra Petroleum Corp. notes
unless a broader restructuring plan is in place.
Ultra is over levered for the current commodity price environment.
It had $3.39 billion of balance sheet debt as of Dec. 31, 2015,
compared to a year-end 2015 SEC PV-10 value of $1.9 billion (0.6x
PV-10 / debt ratio) and expected 2016 EBITDA of $300 million
(debt/EBITDA of 11x).
Ultra's SGL-4 Speculative Grade Liquidity rating reflects its weak
liquidity. The company expects its EBITDA will decline to $300
million in 2016 from approximately $600 million (on an as reported
basis) in 2015. The lower EBITDA and drop in the value of its
reserves will not allow it to comply with its financial covenants
under its revolving credit facility and Ultra Resources, Inc.'s
senior unsecured notes purchase agreement that require it to limit
leverage to 3.5x (actual was 3.37x as of Dec. 31, 2015,) and
maintain a present value of reserves (PV-9) to debt ratio above
1.5x. The company did not meet the reserve ratio test at year-end
2015 and does not expect to meet the debt to EBITDA covenant in the
first quarter 2016.
Ultra's $1 billion unsecured revolving credit facility, which is
fully drawn, matures in October 2016 and the company has not been
able to extend the facility on similar terms. Efforts to replace
the existing unsecured revolver with a secured facility have not
been successful and will be a challenge while Ultra's debt far
exceeds its asset values.
Ultra does benefit from elevated cash balances, having drawn down
the $266 million of remaining availability under its revolver in
the first quarter 2016. (It had a cash balance of $4 million as of
year-end 2015.) This should be sufficient to allow the company to
operate in the near-term, if it does not make any payments to
service its debt and address debt maturities.
The negative outlook reflects the weak liquidity and the need for
the company to restructure its debt to avoid further defaults under
its debt agreements. The rating could be upgraded if the company
improves its liquidity and reduces its debt to levels that can be
supported in the current commodity price environment.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Ultra Petroleum Corp., headquartered in Houston, Texas, is a
publicly traded independent exploration and production company
engaged in US natural gas and crude oil exploration, development,
and production in the Green River basin of Wyoming (Pinedale
Anticline and Jonah Field), and in the Uinta Basin where it owns
crude oil assets. Over 90% of the company's production consists of
natural gas.
UNIFRAX I: Moody's Lowers CFR to B3, Outlook Stable
---------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Unifrax I LLC to B3 from B2, the probability of default rating to
B3-PD from B2-PD. Moody's also downgraded the senior secured bank
credit facilities to B2 from B1 and the senior unsecured notes to
Caa2 from Caa1. The outlook was changed to stable.
"The downgrade reflects uncertainty over the ability of management
to significantly increase profitability from the initiated cost
cuts amid further declines in key thermal management end markets,
as well as the company's reduced financial flexibility due to
limited availability on its revolver," said Anastasija Johnson,
Moody's analyst. "While the company has increased cash balances to
maintain adequate liquidity, this situation will prevent the
company from reducing debt after its investment in a Chinese
ceramic fiber producer."
Moody's took these actions for Unifrax I LLC
-- Downgraded Corporate Family Rating to B3 from B2
-- Downgraded Probability of Default Rating to B3-PD from B2-PD
-- Downgraded Senior Secured First Lien Bank Credit Facilities
to B2, LGD3 from B1, LGD3
-- Downgraded Senior Unsecured Notes to Caa2, LGD5 from Caa1,
LGD5
-- Changed Outlook to Stable from Negative
RATINGS RATIONALE
The downgrade reflects Moody's concerns over the ability of the
company's cost cutting programs to materially increase earnings and
cash flow during a difficult operating environment that will likely
extend into 2017 at a minimum. Moody's expects further declines in
key thermal management end markets, which will likely keep leverage
above 5.5x in 2016. In addition, limited access to the revolver
may cause the company to accrue cash in order to maintain
liquidity. Moody's believe that this will prevent any material
debt reduction over the next 12 to 18 months, making it less likely
that leverage will fall below 5.5x.
The B3 corporate family rating reflects the company's modest scale,
high leverage and narrow product line of ceramic and glass fiber
products. The rating also reflects exposure to cyclical automotive
and industrial end markets, which together account for nearly 80%
of the company's sales. Moody's expects adjusted leverage to
remain above 5.5 times in 2016 because of projected volume declines
in Unifrax's thermal management products, which account for roughly
half of the company's sales. The company has initiated a sizeable
cost savings program to offset the impact of weaker volumes and
negative currency translation in 2015, however, Moody's is
concerned that the timing and the amount of realized savings may
not deliver significant earnings and cash growth with headwinds
from weaker end market conditions.
Unifrax's thermal management products are primarily used in steel
production and other industrial applications. Moody's currently
views global steel industry to be challenged by overcapacity and
slow demand. While Unifrax benefits from more stable volumes in
its emission control segment and anticipated growth in specialty
fibers, this may not be enough to offset weakness in its main
segment. Despite these headwinds, Moody's expects the company to
maintain strong margins due to vertical integration and strong
position in its key markets. Moody's also expects the company to
continue to generate free cash flow and maintain adequate
liquidity.
Stable outlook reflects expectations that leverage will remain
closer to 6 times in the next 12 to 18 months.
The could upgrade Unifrax's ratings if cost reductions materially
improve earnings and cash flow such that Moody's adjusted
debt/EBITDA declines below 5.5x and retained cash flow/debt remains
in high single digits. Moody's could downgrade the ratings if
operating environment worsens further and the company's cost saving
initiatives are delayed, causing debt/EBITDA to rise above 6.5x on
a sustained basis, free cash flow to turn negative and liquidity to
deteriorate.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Headquartered in Tonawanda, N.Y., Unifrax I LLC produces
heat-resistant ceramic fiber products and specialty glass
microfiber materials for a variety of industrial applications.
Unifrax generated revenues of approximately $518 million for the
twelve months ended Sept. 30, 2015. Unifrax has been a portfolio
company of American Securities since 2011.
UNIVERSAL SECURITY: Trims Net Loss in December 31 Quarter
---------------------------------------------------------
The Company's net loss narrowed to $174,172 for the three months
ended Dec. 31, 2015, from $1,101,372 for the same period in 2014.
Universal Security Instruments, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q for the
period ended December 31, 2015.
The Company's net loss narrowed to $174,172 for the three months
ended Dec. 31, 2015, from $1,101,372 for the same period in 2014.
Net sales were $4,112,908 for the three months ended Dec. 31, 2015,
from $2,371,016 for the same period in 2014.
At Dec. 31, the Company had $20,213,695 in total assets, $3,226,026
in total current liabilities and $16,987,669 in total shareholders'
equity.
The Company said its history of operating losses, declining
revenues in prior years, and limited financing options raises
substantial doubt about its ability to continue as a going concern.
The Company noted it had net losses of $1,362,552 for the nine
months ended December 31, 2015, and $3,704,985 and $4,450,244 for
the fiscal years ended March 31, 2015 and 2014, respectively. The
Company said it is monitoring its liquidity and working capital
position in light of continued operating losses, and decreases in
its cash and working capital position over the past four fiscal
years of operations.
In addition to an expanded factoring agreement with Merchant
Factors Corporation, the Company has negotiated payment terms on
its trade accounts payable to a Hong Kong Joint Venture. The
payment terms on the trade accounts payable to the Hong Kong Joint
Venture provide 90-day repayment terms on up to $1,000,000 of
purchases of the Company's new sealed product line.
The Company also believes that its cash position can be improved by
a combination of reductions in inventory and by lowering expenses.
In addition, the Company is prepared to initiate changes in its
operations, if needed, to reduce its operating costs while
maintaining its current level of customer service. However, there
are potential risks, including that the Company's revenues may not
reach levels required to return to profitability, costs may exceed
the Company's estimates, or the Company's working capital needs may
be greater than anticipated. Any of these factors may change the
Company's expectation of cash usage in the remainder of the fiscal
year ending March 31, 2016, and beyond, or may significantly affect
the Company's level of liquidity.
A copy of the Quarterly Report is available at http://is.gd/BPLSlh
Owings Mills, Maryland-based Universal Security markets and
distributes safety and security products which are primarily
manufactured through its 50%-owned Hong Kong Joint Venture.
UPC BROADBAND: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which UPC Broadband
Holding is a borrower traded in the secondary market at 97.04
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.28 percentage points from the
previous week. UPC Broadband pays 250 basis points above LIBOR to
borrow under the $1.305 billion facility. The bank loan matures on
June 1, 2021 and carries Moody's Ba3 rating and Standard & Poor's
BB rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
UTE MESA: Seeks Case Dismissal, Not Conversion
----------------------------------------------
Ute Mesa Lot 1, LLC, filed with the U.S. Bankruptcy Court for the
District of Colorado a motion seeking the dismissal of its chapter
11 case.
The Debtor is a real estate developer of a partially developed real
property in Aspen, Colorado. The Debtor, a prepetition lender, and
a title insurance company are involved in litigation in Pitkin
County, Colorado involving the Property. The pendency of the State
Court Litigation and associated notice of lis pendens filed against
the Property have prevented the Debtor from proceeding with
development, although there have been several lenders willing to
fund construction. Depending on the outcome of the State Court
Litigation, the Property either will have substantial equity or
will be leveraged. Until the State Court Litigation is completed,
the Debtor believes it is unable to reorganize.
The Debtor seeks dismissal rather than conversion.
The creditors at the status conference held in January 2016 (the
only creditors who have taken an active role in this case, other
than some mechanic's lien claimants whose claims have been
satisfied) also favored dismissal.
According to the Debtor, there is nothing for a Chapter 7 trustee
to administer and there are no assets from which to compensate a
Chapter 7 trustee. It notes that if Debtor is successful in the
State Court Litigation, then the project will proceed and creditors
will be paid. On the other hand, if Debtor is unsuccessful in the
State Court Litigation, then Debtor's assets would be subject to
the claims affirmed in the State Court Litigation.
The Debtor's Motion is scheduled for hearing on March 10, 2016 at
9:00 a.m. The deadline for the filing of objections was March 1.
Ute Mesa Lot 1's attorneys:
Duncan E. Barber, Esq.
Stacey S. Dawes, Esq.
BEIGING SHAPIRO & BARBER LLP
4582 S. Ulster St. Pkwy, Suite 1650
Denver, CO 80237
Telephone: (720)488-0220
E-mail: dbarber@bsblawyers.com
ssd@bsblawyers.com
About Ute Mesa Lot 1, LLC
Denver, Colorado-based Ute Mesa Lot 1, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 10-30620) on Aug. 13, 2010.
Duncan E. Barber, Esq., and Steven T. Mulligan, Esq., at Bieging
Shapiro & Burrus LLP, in Denver, assist the Debtor in its
restructuring effort. Ute Mesa owns real property located in
Pitkin County, Colorado. The Debtor disclosed $10,017,982 in
assets and $11,633,024 in liabilities.
VALEANT PHARMACEUTICALS: Bank Debt Trades at 6% Off
---------------------------------------------------
Participations in a syndicated loan under which Valeant
Pharmaceuticals is a borrower traded in the secondary market at
94.47 cents-on-the-dollar during the week ended Friday, Feb. 26,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.47 percentage points from
the previous week. Valeant Pharmaceuticals pays 325 basis points
above LIBOR to borrow under the $2.350 billion facility. The bank
loan matures on April 9, 2022 and carries Moody's Ba1 rating and
Standard & Poor's BB rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Feb. 26.
VILLAGE MANOR: No Further Contempt Damages for Colonial Health
--------------------------------------------------------------
Judge Julie A. Manning of the United States Bankruptcy Court for
the District of Connecticut granted in part the Motion for
Sanctions filed on behalf of Colonial Health & Rehab Center for
Plainfield, LLC, consistent with her prior order dated June 11,
2015, awarding attorney fees and costs in the total amount of
$23,997.00. However, Colonial Health's request for further civil
contempt damages was denied.
On November 27, 2012, a contempt order was entered against the New
England Health Care Employees Union for filing an unfair labor
practices charge against Colonial Health. In filing the NLRB
charge, the Union was deemed to have violated a previous sale order
which authorized the sale of Village Manor Health Care, Inc.'s
nursing home facility to Colonial Health free and clear of all
liens, claims, interests, and encumbrances.
The Union requested for stay pending appeal of the contempt order,
which the court granted on December 7, 2012. On December 11, 2013,
the contempt order was affirmed by the United States District Court
for the District of Connecticut. The NLRB charge was withdrawn on
December 31, 2013.
On January 16, 2014, Colonial Health filed a Motion to Clarify the
Stay Pending Appeal and Order of Contempt and Determination of
Fees, Costs, and Damages. The court took under advisement the
amount of attorney's fees and costs to be awarded in connection
with the contempt order, but informed Colonial Health that any
claim for further damages would have to be brought by a separate
motion.
On January 14, 2015, Colonial Health filed a Motion for Sanctions,
seeking an award of further civil contempt damages. Colonial
Health argued that as a direct result of the NLRB charge, it was
forced to honor the Union's existing employment terms rather than
implement its own business plan to it's detriment.
On June 11, 2015, an order on the motion to clarify was entered,
awarding Colonial Health attorney's fees and costs in the total
amount of $23,997.00, and scheduling an evidentiary hearing on any
further damages to be awarded to Colonial Health.
After the evidentiary hearing, Judge Manning found that the
evidence introduced by Colonial Health failed to establish a causal
link between the filing of the NLRB charge and its alleged damages
sustained in not implementing its own business plan. The stay
order explicitly provided that Colonial Health was not bound to
close the sale of the facility. However, Colonial Health chose to
do so because it obtained a higher Medicaid daily reimbursement
rate from the Connecticut Department of Social Services. Thus,
Judge Manning was convinced that whatever further consequences
flowed from Colonial Health's business decision occurred because of
its own actions and not the Union's contempt.
The case is IN RE: VILLAGE MANOR HEALTH CARE, INC., CHAPTER 7,
DEBTOR, Case No. 07-20151 (JAM) (Bankr. D. Conn.).
A full-text copy of Judge Manning's February 25, 2016 memorandum
and order is available at http://is.gd/G55Gcdfrom Leagle.com.
Village Manor Health Care, Inc. is represented by:
Carol A. Felicetta, Esq.
Jon P. Newton, Esq.
REID AND RIEGE, P.C.
One Financial Plaza, 21st Floor
Hartford, CT 06103
Tel: (860)278-1150
Fax: (860)240-1002
Email: jnewton@rrlawpc.com
-- and --
David M. S. Shaiken, Esq.
SHIPMAN, SHAIKEN & SCHWEFEL, LLC
Corporate Center West
433 South Main Street, Suite 319
West Hartford, CT 06110
Tel: (860)952-3715
Fax: (866)431-3248
Email: david@shipmanlawct.com
Thomas C. Boscarino, Trustee, is represented by:
Stephen M. Kindseth, Esq.
ZEISLER & ZEISLER
10 Middle Street
Bridgeport, CT 06604
Tel: (203)368-4234
Fax: (203)367-9678
Email: skindseth@zeislaw.com
-- and --
Jeffrey M. Sklarz, Esq.
GREEN & SKLARZ LLC
700 State St, Ste 100
New Haven, CT 06511
Tel: (203)285-8545
Fax: (203)691-5454
Email: jsklarz@gs-lawfirm.com
U. S. Trustee is represented by:
Holley L. Claiborn, Esq.
Abigail Hausberg, Esq.
B. Amon James, Esq.
Steven E. Mackey, Esq.
Kim L. McCabe, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
Giamo Federal Building
150 Court Street, Room 302
New Haven, CT 06510
Tel: (203)773-2210
Fax: (203)773-2217
New England Health Care Employees Union, District 1199, SEIU,
Respondent Labor Union, 3rd Pty Defendant, is represented by:
Michael E. Passero, Esq.
LAW FIRM OF JOHN CREANE
92 Cherry Street
Milford, CT 06460
Tel: (203)878-2419
Fax: (203)878-6021
Email: mpassero@jmcreanelaw.com
Official Committee of Unsecured Creditors, Creditor Committee, is
represented by:
Kent C. Kolbig, Esq.
MOSES & SINGER LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174-1299
Tel: (212)554-7800
Fax: (212)554-7700
Email: kkolbig@mosessinger.com
-- and --
Melissa Zelen Neier, Esq.
IVEY, BARNUM, AND O'MARA
170 Mason Street
Greenwich, CT 06830
Tel: (203)661-6000
Fax: (203)661-9462
Email: mneier@ibolaw.com
WALTER ENERGY: Court Authorizes Formation of Walter Retirees' VEBA
------------------------------------------------------------------
Debtors Walter Energy, Inc., et al., the United Mine Workers of
America ("UMWA"), and buyer Coal Acquisition LLC sought and
obtained from Judge Tamara O. Mitchell of the U.S. Bankruptcy Court
for the Northern District of Alabama, Southern Division,
authorization to form and fund a Voluntary Employees' Beneficiary
Association for the benefit of the UMWA Retirees ("Water Retirees'
VEBA").
UMWA represents the interests of the UMWA employees at the Debtors'
mining complexes and the Debtor's UMWA retirees and their
Dependents.
The Debtors and Coal Acquisition LLC ("Buyer") executed an Asset
Purchase Agreement ("APA") for the sale of substantially all of the
Debtors' Alabama coal operations, subject to higher or better
offers. The Alabama coal operations include Jim Walter Resources,
Inc.'s number 4 and 7 mines, related to methane gas operations, and
certain additional incidental assets. The Court entered its Sale
Order, and the UMWA filed a notice of appeal, which remains
pending.
Debtor Jim Walter Resources, Inc., was a party to a collective
bargaining agreement with the UMWA ("UMWA CBA"), which governed the
relationship between the UMWA, UMWA Employees, UMWA Retirees and
the Debtors. The Debtors sought and obtained authorization to
reject the UMWA CBA and terminate the Debtors' retiree benefit
obligations owed to UMWA Retirees, including retiree health benefit
obligations. UMWA appealed the Court's Order authorizing the
rejection of the UMWA CBA.
UMWA and the Buyer have engaged in negotiations with respect to an
initial collective bargaining agreement. UMWA and the Buyer have
executed an agreement ("Buyer CBA"), subject to ratification by the
UMWA Employees and the Closing of the Sale. If the Buyer CBA is
ratified, the UMWA will withdraw all of the appeals filed by the
UMWA, subject to the Closing of the Sale. The Buyer CBA
contemplates the formation and funding of the Walter Retirees' VEBA
for the benefit of eligible UMWA Retirees.
Should ratification of the Buyer CBA and the Closing of the Sale
occur, the VEBA will be(i) formed and administered by the UMWA,(ii)
funded by the Buyer following the Closing of the Sale, and (iii)
solely responsible for the payment of healthcare benefits for the
UMWA Retirees incurred following the Closing of the Sale.
Walter Energy and its affiliated debtors are represented by:
Jay Bender, Esq.
Cathleen Moore, Esq.
Jaimes Bailey, Esq.
BRADLEY ARANT BOULT CUMMINGS LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, AL 35203
Telephone: (205)521-8000
E-mail: jbender@babc.com
ccmoore@babc.com
jbailey@babc.com
- and -
Stephen J. Shimshak, Esq.
Kelley A. Cornish, Esq.
Claudia R. Tobler, Esq.
Ann K. Young, Esq.
Michael S. Rudnick, Esq.
PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212)373-3000
E-mail: sshimshak@paulweiss.com
kcornish@paulweiss.com
ctobler@paulweiss.com
ayoung@paulweiss.com
mrudnick@paulweiss.com
The United Mine Workers of America is represented by:
Jennifer B. Kimble, Esq.
RUMBERGER KIRK & CALDWELL
2001 Park Place North Suite 1300
Birmingham, AL 35203
Telephone: (205)327-5550
Facsimile: (205)326-6786
E-mail: jkimble@rumberger.com
- and -
Sharon Levine, Esq.
Paul Kizel, Esq.
Philip J. Gross, Esq.
Nicole M. Brown, Esq.
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, New Jersey 07068
Telephone: (973)597-2500
E-mail: slevine@lowenstein.com
pkizel@lowenstein.com
pgross@lowenstein.com
nbrown@lowenstein.com
About Walter Energy Inc.
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global
steel industry with strategic access to steel producers in Europe,
Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in
Birmingham, Alabama on July 15, 2015, after signing a
restructuring
support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services,
L.P., as investment banker; AlixPartners, LLP, as financial
advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Court Dismisses UMWA Appeal Without Prejudice
------------------------------------------------------------
Judge R. David Proctor of the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, granted the
informal joint request filed by United Mine Workers of America
("UMWA") and Debtors Walter Energy Inc., et. al., asking the
Bankruptcy Court to dismiss an appeal filed by UMWA without
prejudice.
UMWA filed an appeal from the Court's Order which authorized the
Debtors to reject Collective Bargaining Agreements and Terminate
Retiree Benefits. The main issue that UMWA presented on appeal is
whether the bankruptcy court's ruling, granting the Debtors
permission to terminate the (i) June 2011 collective bargaining
agreement between the UMWA and the Debtors; and (ii) Debtor's
retiree benefit obligations owed to UMWA Retirees is legally
erroneous and should be reversed.
UMWA represents the interests of over 1,280 active and laid-off
employees at the Debtors' mining complexes and 2,700 of the
Debtors' retirees and their dependents.
United Mine Workers of America is represented by:
Sharon Levine, Esq.
Paul Kizel, Esq.
Philip J. Gross, Esq.
Nicole M. Brown, Esq.
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, New Jersey 07068
Telephone: (973)597-2500
E-mail: slevine@lowenstein.com
pkizel@lowenstein.com
pgross@lowenstein.com
nbrown@lowenstein.com
- and -
Jennifer B. Kimble, Esq.
RUMBERGER KIRK & CALDWELL
2001 Park Place North Suite 1300
Birmingham, AL 35203
Telephone: (205)327-5550
Facsimile: (205)326-6786
E-mail: jkimble@rumberger.com
About Walter Energy Inc.
Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global
steel industry with strategic access to steel producers in Europe,
Asia
and South America. The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in
Birmingham, Alabama on July 15, 2015, after signing a
restructuring
support
agreement with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services,
L.P., as investment banker; AlixPartners, LLP, as financial
advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WHISKEY ONE: Files Ch. 11 Plan of Reorganization
------------------------------------------------
Whiskey One Eight, LLC, filed with the U.S. Bankruptcy Court for
the District of Maryland, Baltimore Division, a plan of
reorganization, which impairs all general unsecured claims.
Under the Plan, Class 3 - Non-Insider General Unsecured Claims,
Class 4 - Law Office of William F. Jones Unsecured Claim, and Class
5 - Allowed Insider General Unsecured Claims will be paid by means
of a distribution in an amount equal to the face amount of each
claim, plus postpepetition interest from net sale proceeds. The
claims will accrue simple interest from the Petition Date at a rate
of 2% per annum.
Distributions under the Plan, and the Reorganized Debtor's
operations post-Effective Date will be funded from proceeds of the
DIP Loan, any refinancing thereof or of the Class 1 - FAIRMD
Secured Claim, Net Sale Proceeds, and Specified Litigation
Proceeds, if any, received in Cash by the Reorganized Debtor.
The Debtor is a real estate developer that owns a 50+ acre parcel
of real property having an address of 520 Brock Bridge Road,
Laurel, in Maryland, known as "Riverwood."
A full-text copy of the Plan dated Feb. 10, 2016, is available at
http://bankrupt.com/misc/WOEplan0210.pdf
The Plan was filed by Lawrence J. Yumkas, Esq., and Corinne E.
Donohue, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, in
Columbia, Maryland, on behalf of the Debtor.
About Whiskey One
Whiskey One Eight, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois
signed the petition as managing member. The Debtor disclosed total
assets of $18,008,600 and total liabilities of $5,100,057 as of the
Chapter 11 filing.
Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as
the Debtor's counsel. Judge David E. Rice presides over the case.
WHISKEY ONE: Seeks to Obtain $5.1M Financing from Gibraltar
-----------------------------------------------------------
Whiskey One Eight, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Maryland, Baltimore Division, to obtain
postpetition financing from Gibraltar Capital and Asset Management,
LLC.
The agreement with Gibraltar provides that Gibraltar will provide
first mortgage financing to refinance the property referred to as
"Riverwood," in the amount of $5,180,000. The financing accrues
interest at 13.00% per annum.
According to the Debtor, after experiencing unacceptable delays in
Forman Capital's due diligence and submission of draft loan
documents, it reached out and successfully negotiated financing
through Gibraltar on terms that are similar and, in some instances,
superior to the terms approved by the Court.
The Debtor's counsel, Lawrence J. Yumkas, Esq., at Yumkas, Vidmar,
Sweeney & Mulrenin, LLC, in Columbia, Maryland, tells the Court
that, in contrast to the Forman Capital term sheet, the Gibraltar
Term Sheet contains no right of first refusal, contains a draw down
process rather than giving the Debtor all funds at closing, and
calls for only a $25,000 deposit, which is the amount being
returned by Forman Capital to the Debtor.
FAIRMD Objects
FAIRMD, LLC, asks the Court to strike the Debtor's motion,
complaining that "the terms of the illusory Gibraltar term sheet
are in some instances the same as the illusory Forman Capital term
sheet, others are different. Some of the different terms in the
Gibraltar Term sheet are better than the Forman Capital term sheet;
others are materially less favorable to the Debtor (and in turn its
creditors, such as FAIRMD, LLC). The one glaringly identical term
is that the Gibraltar Capital term sheet, like its predecessor from
Forman Capital, does not commit Gibraltar to provide any financing,
even subject to conditions or due diligence."
FAIRMD points out that as was the case with Forman, Gibraltar has
not committed, even conditionally, to make a loan.
FAIRMD is represented by:
Lawrence J. Gebhardt, Esq.
Lisa Bittle Tancredi, Esq.
Michael D. Nord, Esq.
Keith M. Lusby, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, MD 21202
Tel: (410) 385-5048
Fax: (443) 957-1920
Email: mnord@gebsmith.com
ltancredi@gebmith.com
klusby@gebsmith.com
About Whiskey One
Whiskey One Eight, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois
signed the petition as managing member. The Debtor disclosed total
assets of $18,008,600 and total liabilities of $5,100,057 as of the
Chapter 11 filing.
Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as
the Debtor's counsel. Judge David E. Rice presides over the case.
The Debtor, on Feb. 10, 2016, filed with the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, a plan of
reorganization, which impairs all general unsecured claims. A
full-text copy of the Plan is available at
http://bankrupt.com/misc/WOEplan0210.pdf
WINDSOR FINANCIAL: Proposes April 21 Plan Confirmation Hearing
--------------------------------------------------------------
Windsor Financial Group LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to convene a hearing on April 21,
2016, to consider confirmation of its Plan of Liquidation and
approval of the accompanying Disclosure Statement.
The Court will convene a hearing on March 10, 2016, at 10:00 a.m.,
to consider conditional approval of the disclosure statement. At
the March 10 hearing, the Debtor will seek conditional approval of
the Disclosure Statement, to permit the Debtor to commence to
solicit votes for and against the Plan, and the setting of the
Combined Hearing to consider final approval of the Disclosure
Statement to be immediately followed by the Court's consideration
of Plan confirmation.
The Debtor was forced to cease business by the wrongful conduct of
ASICS America Corporation and intends to use the chapter 11 process
to sue ASICS for its misconduct and fraud in the hopes of using
those litigation proceeds to provide a distribution to creditors
and equity interest holders.
The Plan provides for the distribution of the proceeds, if any,
from the litigation of certain claims the Debtor proposes to bring
against ASICS. The $80,000 Funding Loan extended by Mickey Segal,
one of the Debtor's equity holders, used to fund the litigation
will be paid in full from the Litigation Proceeds before any
distributions are made under the Plan. Upon repayment of the
Funding Loan in full, the remaining amount of the Litigation
Proceeds will be used to pay Allowed Administrative Claims, if any.
Upon payment of any Allowed Administrative Expense Claims, in
full, the remaining amount of the Net Litigation Proceeds will be
distributed under the Plan in accordance with the following
distribution scheme: first, to the Holders of Allowed Secured
Claims, if any; second, to the Holders Allowed Priority Tax Claims,
pro rata, provided that such Holders agree to such treatment under
the Plan; third, to the Holders of Allowed General Unsecured
Claims, pro rata, up to an aggregate amount of $1,500,000; and
fourth, to Interest Holders, as set forth in the Plan. The
distribution of the cash proceeds to the Holders of Claims and
Interests will be in full and complete satisfaction of all claims
against the Debtor's Estate.
A full-text copy of the Disclosure Statement dated Jan. 27, 2016,
is available at http://bankrupt.com/misc/WFGds0127.pdf
The Disclosure Statement was filed by Sharon L. Levine, Esq., and
Nicole Stefanelli, Esq., at Lowenstein Sandler LLP, in New York, on
behalf of the Debtor.
About Windsor Financial
Windsor Financial Group LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016. Armando Ruiz
signed the petition as chief executive officer. The Debtor
estimated both assets and liabilities in the range of $10 million
to $50 million. Lowenstein Sandler LLP serves as the Debtor's
counsel.
WWC HOLDING: Moody's Retains B2 CFR on Loan Upsize Plans
--------------------------------------------------------
WWC Holding Corp.'s (SSI Opinionology/Newco LLC; "SSI") B2
Corporate Family Rating, B2-PD Probability of Default Ratings, debt
instrument ratings and stable rating outlook remain unchanged
following the company's announcement that it plans to upsize its
first-lien term loan by $30 million, utilizing the accordion shared
by its first- and second-lien bank facilities. SSI is applying the
proceeds from the incremental facility, along with
$4 million of cash to replace a bridge financing obtained for the
acquisition of Instantly, Inc., which closed in January 2016, and
to pay related fees and expenses. Moody's views the synergistic
Instantly acquisition as credit positive despite the increase in
debt as it expands the company's current service offering and
strengthens its North American market share, particularly in the
B2B arena. In addition, Moody's expects the incremental earnings
and projected cost synergies over the next 12 to 18 months will
largely offset the increase in debt and cash interest expense. The
anticipated increase in free cash flow from the transaction will
also strengthen the company's liquidity.
WWC Holdings Corp., headquartered in Shelton, CT, is one of the
largest providers of tech-enabled, B2C and B2B survey-based data
that is used by market research firms, consulting firms, and
corporate customers. SSI provides online, mobile, and
telephone-based survey-data collection, processing, and reporting
services. As a result of a late 2014 LBO, the company is owned
primarily by private equity firm HGGC, LLC. Revenues for the 12
months ended Sept. 30, 2015, totaled close to $230 million.
YBOR III LTD: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Ybor III, Ltd.
c/o The Partnership Inc.
2001 W. Blue Heron Blvd.
Riviera Beach, FL 33404
Case No.: 16-13199
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 5, 2016
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Erik P. Kimball
Debtor's Counsel: Frank R Brady, Esq.
BRADY & BRADY, PA
1200 N. Federal Hwy., Suite 200
Boca Raton, FL 33432
Tel: (561) 338-9256
E-mail: frank@bradylawfirm.biz
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hugh Jacobs, manager of Nonprofit
Housing Preservation I. Ltd., general partner of Ybor Ill, Ltd.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-13199.pdf
ZAYO GROUP: Bank Debt Trades at 2% Off
--------------------------------------
Participations in a syndicated loan under which Zayo Group is a
borrower traded in the secondary market at 97.86
cents-on-the-dollar during the week ended Friday, Feb. 26, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.27 percentage points from the
previous week. Zayo Group pays 275 basis points above LIBOR to
borrow under the $1.995 billion facility. The bank loan matures on
May 12, 2022 and carries Moody's and Standard & Poor's did not give
any rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 26.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM)
($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 108.3 (42.6)
(41.9)
ABSOLUTE SOFTWRE ALSWF US 108.3 (42.6)
(41.9)
ABSOLUTE SOFTWRE ABT2EUR EU 108.3 (42.6)
(41.9)
ABSOLUTE SOFTWRE OU1 GR 108.3 (42.6)
(41.9)
ADV MICRO DEVICE AMD* MM 3,109.0 (412.0) 917.0
ADVANCED EMISSIO ADES US 106.4 (46.1)
(15.3)
ADVENT SOFTWARE ADVS US 424.8 (50.1)
(110.8)
AEROJET ROCKETDY GCY GR 2,034.9 (145.5) 108.5
AEROJET ROCKETDY AJRD US 2,034.9 (145.5) 108.5
AEROJET ROCKETDY GCY TH 2,034.9 (145.5) 108.5
AK STEEL HLDG AKS* MM 4,084.4 (595.6) 763.6
AK STEEL HLDG AK2 TH 4,084.4 (595.6) 763.6
AK STEEL HLDG AK2 GR 4,084.4 (595.6) 763.6
AK STEEL HLDG AKS US 4,084.4 (595.6) 763.6
AMER RESTAUR-LP ICTPU US 33.5 (4.0)
(6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC 8AL GR 174.9 (2.4)
(21.3)
ANGIE'S LIST INC ANGI US 174.9 (2.4)
(21.3)
ANGIE'S LIST INC 8AL TH 174.9 (2.4)
(21.3)
ARCH COAL INC ACIIQ* MM 5,848.0 (605.4) 824.1
ARIAD PHARM APS TH 546.7 (103.1) 142.9
ARIAD PHARM APS GR 546.7 (103.1) 142.9
ARIAD PHARM ARIAEUR EU 546.7 (103.1) 142.9
ARIAD PHARM ARIA US 546.7 (103.1) 142.9
ARIAD PHARM ARIACHF EU 546.7 (103.1) 142.9
ARIAD PHARM ARIA SW 546.7 (103.1) 142.9
ASPEN TECHNOLOGY AZPN US 276.4 (22.2)
(4.4)
ASPEN TECHNOLOGY AST GR 276.4 (22.2)
(4.4)
AUTOZONE INC AZ5 TH 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZOEUR EU 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZ5 GR 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZ5 QT 8,366.4 (1,741.3)
(784.8)
AUTOZONE INC AZO US 8,366.4 (1,741.3)
(784.8)
AVID TECHNOLOGY AVID US 264.2 (327.6)
(158.4)
AVID TECHNOLOGY AVD GR 264.2 (327.6)
(158.4)
AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1
AVON - BDR AVON34 BZ 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP TH 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP US 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP* MM 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP GR 3,879.5 (1,056.4) 146.0
AVON PRODUCTS AVP CI 3,879.5 (1,056.4) 146.0
BARRACUDA NETWOR 7BM GR 429.9 (30.5)
(27.7)
BARRACUDA NETWOR CUDAEUR EU 429.9 (30.5)
(27.7)
BARRACUDA NETWOR CUDA US 429.9 (30.5)
(27.7)
BENEFITFOCUS INC BNFT US 182.1 (18.0) 18.4
BENEFITFOCUS INC BTF GR 182.1 (18.0) 18.4
BERRY PLASTICS G BP0 GR 7,710.0 (67.0) 646.0
BERRY PLASTICS G BERY US 7,710.0 (67.0) 646.0
BLUE BIRD CORP BLBD US 251.0 (121.5) 1.5
BLUE BIRD CORP 1291067D US 251.0 (121.5) 1.5
BLUE BUFFALO PET BUFF US 479.1 (2.7) 290.6
BLUE BUFFALO PET BUFFEUR EU 479.1 (2.7) 290.6
BLUE BUFFALO PET B6B TH 479.1 (2.7) 290.6
BLUE BUFFALO PET B6B GR 479.1 (2.7) 290.6
BOMBARDIER INC-B BBDBN MM 22,903.0 (4,054.0) 282.0
BOMBARDIER-B OLD BBDYB BB 22,903.0 (4,054.0) 282.0
BOMBARDIER-B W/I BBD/W CN 22,903.0 (4,054.0) 282.0
BRINKER INTL BKJ GR 1,579.9 (164.9)
(195.1)
BRINKER INTL EAT US 1,579.9 (164.9)
(195.1)
BUFFALO COAL COR BUC SJ 54.9 (10.1)
(4.5)
BURLINGTON STORE BUI GR 2,580.1 (99.0) 46.4
BURLINGTON STORE BURL US 2,580.1 (99.0) 46.4
CABLEVISION SY-A CVY GR 6,867.3 (4,911.6)
(313.1)
CABLEVISION SY-A CVCEUR EU 6,867.3 (4,911.6)
(313.1)
CABLEVISION SY-A CVC US 6,867.3 (4,911.6)
(313.1)
CABLEVISION-W/I 8441293Q US 6,867.3 (4,911.6)
(313.1)
CABLEVISION-W/I CVC-W US 6,867.3 (4,911.6)
(313.1)
CAMBIUM LEARNING ABCD US 185.8 (72.7)
(12.7)
CASELLA WASTE CWST US 660.7 (15.6) 4.9
CASELLA WASTE WA3 GR 660.7 (15.6) 4.9
CENTENNIAL COMM CYCL US 1,480.9 (925.9)
(52.1)
CHARTER COM-A CKZA GR 39,316.0 (46.0)
(1,627.0)
CHARTER COM-A CKZA TH 39,316.0 (46.0)
(1,627.0)
CHARTER COM-A CHTR US 39,316.0 (46.0)
(1,627.0)
CHOICE HOTELS CHH US 717.0 (395.9) 102.9
CHOICE HOTELS CZH GR 717.0 (395.9) 102.9
CINCINNATI BELL CIB GR 1,454.4 (298.2)
(58.8)
CINCINNATI BELL CBB US 1,454.4 (298.2)
(58.8)
CLEAR CHANNEL-A CCO US 6,133.3 (297.8) 433.3
CLEAR CHANNEL-A C7C GR 6,133.3 (297.8) 433.3
CLIFFS NATURAL R CLF* MM 2,135.5 (1,811.6) 401.0
COGENT COMMUNICA OGM1 GR 662.8 (12.3) 182.4
COGENT COMMUNICA CCOI US 662.8 (12.3) 182.4
COHERUS BIOSCIEN 8C5 TH 212.4 (6.9)
(6.9)
COHERUS BIOSCIEN 8C5 GR 212.4 (6.9)
(6.9)
COHERUS BIOSCIEN CHRSEUR EU 212.4 (6.9)
(6.9)
COHERUS BIOSCIEN CHRS US 212.4 (6.9)
(6.9)
COLGATE-BDR COLG34 BZ 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CLCHF EU 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CL* MM 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CL SW 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CL US 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CPA TH 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CPA GR 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CLEUR EU 11,958.0 (44.0) 850.0
COLGATE-PALMOLIV CPA QT 11,958.0 (44.0) 850.0
COMMUNICATION 8XC GR 2,622.8 (1,092.2) -
COMMUNICATION CSAL US 2,622.8 (1,092.2) -
CPI CARD GROUP I PNT CN 280.4 (86.6) 59.0
CPI CARD GROUP I PMTS US 280.4 (86.6) 59.0
CPI CARD GROUP I CPB GR 280.4 (86.6) 59.0
CYAN INC CYNI US 112.1 (18.4) 56.9
CYAN INC YCN GR 112.1 (18.4) 56.9
DELEK LOGISTICS D6L GR 375.3 (11.0) 26.4
DELEK LOGISTICS DKL US 375.3 (11.0) 26.4
DENNY'S CORP DE8 GR 297.0 (60.6)
(65.1)
DENNY'S CORP DENN US 297.0 (60.6)
(65.1)
DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0
DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0
DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0
DOMINO'S PIZZA DPZ US 799.8 (1,800.3) 226.7
DOMINO'S PIZZA EZV GR 799.8 (1,800.3) 226.7
DOMINO'S PIZZA EZV TH 799.8 (1,800.3) 226.7
DUN & BRADSTREET DNB1EUR EU 2,273.6 (1,105.3) 0.4
DUN & BRADSTREET DNB US 2,273.6 (1,105.3) 0.4
DUN & BRADSTREET DB5 TH 2,273.6 (1,105.3) 0.4
DUN & BRADSTREET DB5 GR 2,273.6 (1,105.3) 0.4
DUNKIN' BRANDS G 2DB GR 3,197.1 (220.7) 139.0
DUNKIN' BRANDS G 2DB TH 3,197.1 (220.7) 139.0
DUNKIN' BRANDS G DNKN US 3,197.1 (220.7) 139.0
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
EDGE THERAPEUTIC EU5 GR 58.5 (50.6) 47.1
EDGE THERAPEUTIC EDGE US 58.5 (50.6) 47.1
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
ENERGIZER HOLDIN ENR-WEUR EU 1,617.5 (32.5) 639.3
ENERGIZER HOLDIN EGG GR 1,617.5 (32.5) 639.3
ENERGIZER HOLDIN ENR US 1,617.5 (32.5) 639.3
EOS PETRO INC EOPT US 1.2 (27.9)
(29.0)
EPL OIL & GAS IN EPL US 1,140.6 (388.7)
(257.6)
EPL OIL & GAS IN EPA1 GR 1,140.6 (388.7)
(257.6)
EXELIXIS INC EX9 TH 332.3 (104.3) 151.4
EXELIXIS INC EX9 GR 332.3 (104.3) 151.4
EXELIXIS INC EXELEUR EU 332.3 (104.3) 151.4
EXELIXIS INC EXEL US 332.3 (104.3) 151.4
FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0
GAMING AND LEISU 2GL GR 2,448.2 (253.5)
(83.7)
GAMING AND LEISU GLPI US 2,448.2 (253.5)
(83.7)
GARDA WRLD -CL A GW CN 1,828.2 (378.3) 124.2
GARTNER INC IT US 2,174.7 (132.4)
(182.5)
GARTNER INC GGRA GR 2,174.7 (132.4)
(182.5)
GCP APPLIED TECH GCP US 961.6 (224.1) 217.6
GCP APPLIED TECH 43G GR 961.6 (224.1) 217.6
GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0
GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GRZ CN 15.0 (32.3)
(42.5)
GOLD RESERVE INC GOD GR 15.0 (32.3)
(42.5)
GOLD RESERVE INC GDRZF US 15.0 (32.3)
(42.5)
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GYMBOREE CORP/TH GYMB US 1,242.0 (386.5) 30.8
H&R BLOCK INC HRBEUR EU 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB TH 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB GR 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB US 2,874.0 (536.7) 631.6
HCA HOLDINGS INC 2BH TH 32,744.0 (6,046.0) 3,716.0
HCA HOLDINGS INC HCAEUR EU 32,744.0 (6,046.0) 3,716.0
HCA HOLDINGS INC 2BH GR 32,744.0 (6,046.0) 3,716.0
HCA HOLDINGS INC HCA US 32,744.0 (6,046.0) 3,716.0
HD SUPPLY HOLDIN HDS US 5,486.0 (126.0) 1,101.0
HD SUPPLY HOLDIN 5HD GR 5,486.0 (126.0) 1,101.0
HECKMANN CORP-U HEK/U US 582.6 (4.9) 50.0
HERBALIFE LTD HOO GR 2,477.9 (53.5) 541.9
HERBALIFE LTD HLFEUR EU 2,477.9 (53.5) 541.9
HERBALIFE LTD HLF US 2,477.9 (53.5) 541.9
HEWLETT-PACKA-WI HPQ-W US 25,517.0 (4,909.0)
(1,606.0)
HOVNANIAN-A-WI HOV-W US 2,602.3 (128.1) 1,612.1
HP INC HWP QT 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ SW 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ US 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ TE 25,517.0 (4,909.0)
(1,606.0)
HP INC 7HP GR 25,517.0 (4,909.0)
(1,606.0)
HP INC 7HP TH 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQCHF EU 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ* MM 25,517.0 (4,909.0)
(1,606.0)
HP INC HPQ CI 25,517.0 (4,909.0)
(1,606.0)
HUGHES TELEMATIC HUTCU US 110.2 (101.6)
(113.8)
IDEXX LABS IX1 GR 1,475.0 (84.0)
(35.1)
IDEXX LABS IDXX US 1,475.0 (84.0)
(35.1)
IDEXX LABS IX1 TH 1,475.0 (84.0)
(35.1)
IMMUNOGEN INC IMU TH 251.6 (16.7) 179.3
IMMUNOGEN INC IMGN US 251.6 (16.7) 179.3
IMMUNOGEN INC IMU GR 251.6 (16.7) 179.3
INFOR US INC LWSN US 6,778.1 (460.0)
(305.9)
INNOVIVA INC HVE GR 424.1 (342.6) 200.8
INNOVIVA INC INVA US 424.1 (342.6) 200.8
INSTRUCTURE INC INST US 64.2 (15.3)
(15.5)
INSTRUCTURE INC 1IN GR 64.2 (15.3)
(15.5)
INTERNATIONAL WI ITWG US 345.4 (9.7) 99.8
INVENTIV HEALTH VTIV US 2,205.7 (699.2) 112.4
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
J CREW GROUP INC JCG US 1,627.1 (759.0) 111.7
JACK IN THE BOX JACK1EUR EU 1,273.0 (60.1)
(103.2)
JACK IN THE BOX JBX GR 1,273.0 (60.1)
(103.2)
JACK IN THE BOX JACK US 1,273.0 (60.1)
(103.2)
JUST ENERGY GROU 1JE GR 1,274.3 (673.6)
(97.6)
JUST ENERGY GROU JE US 1,274.3 (673.6)
(97.6)
JUST ENERGY GROU JE CN 1,274.3 (673.6)
(97.6)
KEMPHARM INC KMPH US 61.4 (5.7) 52.8
KEMPHARM INC 1GD GR 61.4 (5.7) 52.8
KOPPERS HOLDINGS KOP US 1,125.4 (12.4) 163.8
KOPPERS HOLDINGS KO9 GR 1,125.4 (12.4) 163.8
L BRANDS INC LB US 8,493.2 (256.5) 2,280.7
L BRANDS INC LTD TH 8,493.2 (256.5) 2,280.7
L BRANDS INC LB* MM 8,493.2 (256.5) 2,280.7
L BRANDS INC LTD GR 8,493.2 (256.5) 2,280.7
L BRANDS INC LBEUR EU 8,493.2 (256.5) 2,280.7
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0
MADISON-A/NEW-WI MSGN-W US 911.0 (1,213.9) 103.4
MAJESCOR RESOURC MJXEUR EU 0.0 (0.1)
(0.1)
MALIBU BOATS-A M05 GR 199.9 (1.4) 13.7
MALIBU BOATS-A MBUU US 199.9 (1.4) 13.7
MANNKIND CORP MNKD IT 278.0 (124.6)
(196.1)
MARRIOTT INTL-A MAQ GR 6,082.0 (3,590.0)
(1,849.0)
MARRIOTT INTL-A MAQ TH 6,082.0 (3,590.0)
(1,849.0)
MARRIOTT INTL-A MAQ QT 6,082.0 (3,590.0)
(1,849.0)
MARRIOTT INTL-A MAR US 6,082.0 (3,590.0)
(1,849.0)
MDC COMM-W/I MDZ/W CN 1,590.2 (417.6)
(403.9)
MDC PARTNERS-A MDCA US 1,590.2 (417.6)
(403.9)
MDC PARTNERS-A MD7A GR 1,590.2 (417.6)
(403.9)
MDC PARTNERS-A MDZ/A CN 1,590.2 (417.6)
(403.9)
MDC PARTNERS-EXC MDZ/N CN 1,590.2 (417.6)
(403.9)
MEAD JOHNSON 0MJA GR 3,998.1 (592.5) 1,349.1
MEAD JOHNSON 0MJA TH 3,998.1 (592.5) 1,349.1
MEAD JOHNSON MJNEUR EU 3,998.1 (592.5) 1,349.1
MEAD JOHNSON MJN US 3,998.1 (592.5) 1,349.1
MERITOR INC AID1 GR 2,050.0 (653.0) 118.0
MERITOR INC MTOR US 2,050.0 (653.0) 118.0
MERRIMACK PHARMA MACK US 102.7 (140.7)
(24.3)
MERRIMACK PHARMA MP6 GR 102.7 (140.7)
(24.3)
MICHAELS COS INC MIM GR 2,083.1 (1,909.9) 585.9
MICHAELS COS INC MIK US 2,083.1 (1,909.9) 585.9
MIDSTATES PETROL MPO1EUR EU 1,298.1 (816.0) 96.2
MONEYGRAM INTERN MGI US 4,505.2 (222.8)
(19.0)
MOODY'S CORP DUT TH 5,123.4 (333.0) 2,024.6
MOODY'S CORP MCOEUR EU 5,123.4 (333.0) 2,024.6
MOODY'S CORP DUT GR 5,123.4 (333.0) 2,024.6
MOODY'S CORP MCO US 5,123.4 (333.0) 2,024.6
MOTOROLA SOLUTIO MOT TE 8,387.0 (96.0) 2,389.0
MOTOROLA SOLUTIO MTLA TH 8,387.0 (96.0) 2,389.0
MOTOROLA SOLUTIO MTLA GR 8,387.0 (96.0) 2,389.0
MOTOROLA SOLUTIO MSI US 8,387.0 (96.0) 2,389.0
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
MSG NETWORKS- A MSGN US 911.0 (1,213.9) 103.4
MSG NETWORKS- A 1M4 TH 911.0 (1,213.9) 103.4
MSG NETWORKS- A 1M4 GR 911.0 (1,213.9) 103.4
NATHANS FAMOUS NFA GR 81.0 (65.2) 57.4
NATHANS FAMOUS NATH US 81.0 (65.2) 57.4
NATIONAL CINEMED XWM GR 1,084.3 (171.7) 84.6
NATIONAL CINEMED NCMI US 1,084.3 (171.7) 84.6
NAVIDEA BIOPHARM NAVB IT 17.5 (51.8) 8.7
NAVISTAR INTL IHR GR 6,692.0 (5,160.0) 834.0
NAVISTAR INTL NAV US 6,692.0 (5,160.0) 834.0
NAVISTAR INTL IHR TH 6,692.0 (5,160.0) 834.0
NEFF CORP-CL A NEFF US 656.3 (178.0) 20.5
NEW ENG RLTY-LP NEN US 202.4 (30.1) -
NORTHERN OIL AND NOG US 1,001.2 (28.3) 32.8
NORTHERN OIL AND 4LT GR 1,001.2 (28.3) 32.8
NTELOS HOLDINGS NTLS US 668.4 (22.1) 150.8
OMEROS CORP OMEREUR EU 41.4 (9.0) 17.2
OMEROS CORP 3O8 GR 41.4 (9.0) 17.2
OMEROS CORP 3O8 TH 41.4 (9.0) 17.2
OMEROS CORP OMER US 41.4 (9.0) 17.2
OMTHERA PHARMACE OMTH US 18.3 (8.5)
(12.0)
OUTERWALL INC OUTR US 1,366.1 (22.1) 43.2
OUTERWALL INC CS5 GR 1,366.1 (22.1) 43.2
PALM INC PALM US 1,007.2 (6.2) 141.7
PBF LOGISTICS LP PBFX US 422.9 (185.7) 34.2
PBF LOGISTICS LP 11P GR 422.9 (185.7) 34.2
PHILIP MORRIS IN PMI1 IX 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PMI EB 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM FP 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM1EUR EU 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM1 TE 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN 4I1 GR 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM US 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PM1CHF EU 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN PMI SW 33,956.0 (11,476.0) 418.0
PHILIP MORRIS IN 4I1 TH 33,956.0 (11,476.0) 418.0
PLANET FITNESS-A 3PL GR 699.2 (1.1) 6.7
PLANET FITNESS-A PLNT US 699.2 (1.1) 6.7
PLANET FITNESS-A 3PL TH 699.2 (1.1) 6.7
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4)
(16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4)
(16.9)
PLY GEM HOLDINGS PGEM US 1,311.1 (80.8) 264.6
PLY GEM HOLDINGS PG6 GR 1,311.1 (80.8) 264.6
POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1
PROTECTION ONE PONE US 562.9 (61.8)
(7.6)
PURETECH HEALTH PRTCGBX EU - - -
PURETECH HEALTH PRTCL EB - - -
PURETECH HEALTH PRTC LN - - -
PURETECH HEALTH PRTCL IX - - -
QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9
QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9
QUINTILES TRANSN QTS GR 3,926.3 (335.7) 817.8
QUINTILES TRANSN Q US 3,926.3 (335.7) 817.8
RAYONIER ADV RYQ GR 1,288.0 (17.0) 195.0
RAYONIER ADV RYAM US 1,288.0 (17.0) 195.0
REGAL ENTERTAI-A RETA GR 2,409.1 (902.0)
(133.8)
REGAL ENTERTAI-A RGC* MM 2,409.1 (902.0)
(133.8)
REGAL ENTERTAI-A RGC US 2,409.1 (902.0)
(133.8)
RENAISSANCE LEA RLRN US 57.0 (28.2)
(31.4)
RENTECH NITROGEN 2RN GR 291.1 (138.0) 13.7
RENTECH NITROGEN RNF US 291.1 (138.0) 13.7
RENTPATH LLC PRM US 208.0 (91.7) 3.6
REVLON INC-A REV US 2,014.3 (587.5) 351.9
REVLON INC-A RVL1 GR 2,014.3 (587.5) 351.9
ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7
ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING RYI US 1,793.9 (119.1) 620.3
SALLY BEAUTY HOL S7V GR 2,043.1 (321.7) 674.9
SALLY BEAUTY HOL SBH US 2,043.1 (321.7) 674.9
SANCHEZ ENERGY C 13S TH 1,542.3 (456.2) 499.1
SANCHEZ ENERGY C SN US 1,542.3 (456.2) 499.1
SANCHEZ ENERGY C 13S GR 1,542.3 (456.2) 499.1
SANCHEZ ENERGY C SN* MM 1,542.3 (456.2) 499.1
SBA COMM CORP-A SBJ GR 7,403.2 (1,706.1) 20.6
SBA COMM CORP-A SBAC US 7,403.2 (1,706.1) 20.6
SBA COMM CORP-A SBJ TH 7,403.2 (1,706.1) 20.6
SBA COMM CORP-A SBACEUR EU 7,403.2 (1,706.1) 20.6
SCIENTIFIC GAM-A TJW GR 7,732.2 (1,495.5) 521.6
SCIENTIFIC GAM-A SGMS US 7,732.2 (1,495.5) 521.6
SEARS HOLDINGS SEE GR 11,337.0 (1,956.0) 607.0
SEARS HOLDINGS SHLD US 11,337.0 (1,956.0) 607.0
SEARS HOLDINGS SEE TH 11,337.0 (1,956.0) 607.0
SENSEONICS HLDGS SENH US 5.5 (9.7)
(2.4)
SILVER SPRING NE 9SI TH 457.7 (33.9) 6.5
SILVER SPRING NE SSNI US 457.7 (33.9) 6.5
SILVER SPRING NE 9SI GR 457.7 (33.9) 6.5
SIRIUS XM CANADA SIICF US 311.1 (147.2)
(189.0)
SIRIUS XM CANADA XSR CN 311.1 (147.2)
(189.0)
SIRIUS XM HOLDIN RDO GR 8,046.7 (166.5)
(1,934.6)
SIRIUS XM HOLDIN RDO TH 8,046.7 (166.5)
(1,934.6)
SIRIUS XM HOLDIN SIRI US 8,046.7 (166.5)
(1,934.6)
SONIC CORP SONC US 616.1 (20.7) 7.4
SONIC CORP SO4 GR 616.1 (20.7) 7.4
SONIC CORP SONCEUR EU 616.1 (20.7) 7.4
SPORTSMAN'S WARE 06S GR 343.4 (14.0) 91.8
SPORTSMAN'S WARE SPWH US 343.4 (14.0) 91.8
SUN BIOPHARMA IN SNBP US - - -
SUPERVALU INC SJ1 TH 4,643.0 (444.0) 81.0
SUPERVALU INC SJ1 GR 4,643.0 (444.0) 81.0
SUPERVALU INC SVU US 4,643.0 (444.0) 81.0
SUPERVALU INC SVU* MM 4,643.0 (444.0) 81.0
SYNERGY PHARMACE SGYP US 115.9 (55.2) 95.5
SYNERGY PHARMACE SGYPEUR EU 115.9 (55.2) 95.5
SYNERGY PHARMACE S90 GR 115.9 (55.2) 95.5
TRANSDIGM GROUP T7D GR 8,330.0 (964.3) 1,204.3
TRANSDIGM GROUP TDG SW 8,330.0 (964.3) 1,204.3
TRANSDIGM GROUP TDGCHF EU 8,330.0 (964.3) 1,204.3
TRANSDIGM GROUP TDG US 8,330.0 (964.3) 1,204.3
TRINITY PLACE HO TPHS US 56.3 (3.3) -
UNISYS CORP USY1 GR 2,143.2 (1,378.6) 165.2
UNISYS CORP UISEUR EU 2,143.2 (1,378.6) 165.2
UNISYS CORP USY1 TH 2,143.2 (1,378.6) 165.2
UNISYS CORP UISCHF EU 2,143.2 (1,378.6) 165.2
UNISYS CORP UIS1 SW 2,143.2 (1,378.6) 165.2
UNISYS CORP UIS US 2,143.2 (1,378.6) 165.2
VECTOR GROUP LTD VGR US 1,398.8 (56.8) 457.4
VECTOR GROUP LTD VGR GR 1,398.8 (56.8) 457.4
VENOCO INC VQ US 403.8 (354.3) 195.7
VERISIGN INC VRSN US 2,357.7 (1,070.4) 464.9
VERISIGN INC VRS TH 2,357.7 (1,070.4) 464.9
VERISIGN INC VRS GR 2,357.7 (1,070.4) 464.9
VERIZON TELEMATI HUTC US 110.2 (101.6)
(113.8)
VERSEON CORP VSN LN - - -
VIRGIN MOBILE-A VM US 307.4 (244.2)
(138.3)
WEIGHT WATCHERS WTW US 1,395.2 (1,337.7)
(193.6)
WEIGHT WATCHERS WTWEUR EU 1,395.2 (1,337.7)
(193.6)
WEIGHT WATCHERS WW6 GR 1,395.2 (1,337.7)
(193.6)
WEIGHT WATCHERS WW6 TH 1,395.2 (1,337.7)
(193.6)
WEST CORP WT2 GR 3,612.3 (552.1) 243.1
WEST CORP WSTC US 3,612.3 (552.1) 243.1
WESTERN REFINING WNRL US 412.0 (28.1) 66.3
WESTERN REFINING WR2 GR 412.0 (28.1) 66.3
WINGSTOP INC EWG GR 121.1 (9.7) 7.1
WINGSTOP INC WING US 121.1 (9.7) 7.1
WINMARK CORP WINA US 47.4 (30.7) 16.9
WINMARK CORP GBZ GR 47.4 (30.7) 16.9
YRC WORLDWIDE IN YRCW US 1,894.6 (379.4) 160.9
YRC WORLDWIDE IN YEL1 GR 1,894.6 (379.4) 160.9
YRC WORLDWIDE IN YRCWEUR EU 1,894.6 (379.4) 160.9
YRC WORLDWIDE IN YEL1 TH 1,894.6 (379.4) 160.9
*********
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.
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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 ***