/raid1/www/Hosts/bankrupt/TCR_Public/160309.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, March 9, 2016, Vol. 20, No. 69
Headlines
38 STUDIOS: SEC Charges R.I., Wells Fargo with Fraud
470 NLSD: U.S. Trustee Unable to Appoint Committee
AGT FOOD: DBRS Raises Issuer Rating to B(high)
ALCO STORES: PI Claimant Excused From Plan Injunction
ALONSO & CARUS: Reaches Deal with Lender on Plan Treatment
ALONSO & CARUS: Seeks Confirmation of Consensual Plan
ALPHA NATURAL: Files Plan; Sets March 10 Hearing on Sale Procedures
ALPHA NATURAL: Files Reorganization Plan Centered on Asset Sale
ALPHA NATURAL: Five Straight Years in the Red
ALPHA NATURAL: Harman Claytor Okayed as Retiree Panel's Counsel
ALPHA NATURAL: Retiree Panel May Hire Tavenner as Bankr. Counsel
ALPHA NATURAL: Zolfo Cooper Okayed as Retiree Panel's Advisor
ALROSE KING: Seeks Joint Administration of Chapter 11 Cases
ALTA MESA: S&P Raises Corp. Credit Rating to 'CCC+', Outlook Neg.
AMC ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating
ARCH COAL: Fitch Cuts Issuer Default Ratings to 'D'
ARCH COAL: Fitch Withdraws 'C' Rating on Sr. Secured 2nd Lien Notes
ARCH COAL: Lenders Waive Termination Event Under Support Deal
ASSOCIATED WHOLESALERS: Hearing on Exclusivity Extension March 15
ATLANTIC & PACIFIC: Court OK's Sale of Store 36708 for $1-Mil.
BTCS INC: Reports $10-Mil. Net Loss for 2015
BUFFETS LLC: Alamo CRG Providing Up to $4M Financing
BUFFETS LLC: Appoints Donlin Recano as Claims and Noticing Agent
BUFFETS LLC: Asks for April 20 Deadline to File Schedules
BUFFETS LLC: Files Motion to Reject 101 Store Leases
BUFFETS LLC: Noteholders Consent to Cash Collateral Use
BUFFETS LLC: To Implement Procedures for Payment of Vendor Claims
CAESARS ENTERTAINMENT: Trial Suspended Until Completion of Probe
CARMIKE CINEMAS: S&P Puts 'B+' CCR on CreditWatch Negative
CENTRAL STATES PENSION: Senate Hearing to Offer Forum on Rescue
CHICAGO STATE UNIVERSITY: Ill. Solons Fail to Override Rauner Veto
CURTIS JAMES JACKSON: Rick Ross Defends "In Da Club" Remix
DETROIT, MI: Judge Rhodes Appointed to Lead Troubled Schools
DIGIPATH INC: Reports $1.73 Mil. Net Loss in Dec. 31 Quarter
EAGLE BULK: Lenders Extend Forbearance
ENCINO CORPORATE: US Trustee to Continue 341 Meeting on April 13
EXTREME PLASTICS: Court Approves Joint Administration of Cases
EXTREME PLASTICS: Hearing on Access to Cash Collateral March 11
EXTREME PLASTICS: Taps Sullivan Hazeltine as Bankruptcy Counsel
EXTREME PLASTICS: U.S. Trustee Appoints Five-Member Committee
EXTREME PLASTICS: Wants to Hire Opportune LLP as Crisis Managers
FELD LIMITED: Files List of 20 Largest Unsecured Creditors
FOREST PARK FORT WORTH: Seeks to Obtain $7-Mil. DIP Loan from THF
FOREST PARK SOUTHLAKE: Court OKs April 26 Auction of Hospital
FOREST PARK SOUTHLAKE: Court OKs Payment to Critical Vendors
FREEDOM COMMUNICATIONS: Seeks to Extend Plan Filing to April 29
FRONTIER STAR: Can Use cash Collateral Until March 19
FRONTIER STAR: Judge Extends Termination Date of DIP Loan
GAMBILL OIL: Bankruptcy Administrator to Form Committee
GC SYNEXUS: Golub Capital Shuts Distressed Debt Fund
GEORGIA PROTON: Investors Want Cancer Center in Ch. 11
GOODRICH PETROLEUM: Skips $15 Million in Interest Payments
IHEARTMEDIA INC: Said to Enter Lender Pact to Stop Default Fight
INTERPOOL INC: S&P Assigns 'B-' Rating on $485MM 2nd-Lien Notes
LA PERRONA: U.S. Trustee Unable to Appoint Committee
LIVE OAK: S&P Lowers Rating on 2013 Refunding Bonds to 'BB+'
MAGNETATION LLC: Seeks May 30 Extension of Plan Filing Period
MAGNUM HUNTER: Lenders Extend Bankr. Exit Milestone to April 15
MASCO CORP: Moody's Alters Outlook to Positive & Affirms Ba2 CFR
MOLYCORP INC: Cancels Auction Due to Lack of Bids
MONTREAL MAINE: Ten-Second Procedure Might Have Averted Disaster
NORANDA ALUMINUM: Creditors Push for Delay in Foil Biz Auction
PALMAZ SCIENTIFIC: Engages Norton Rose as Counsel
PALMAZ SCIENTIFIC: Has $2-Mil. DIP Agreement with Vactronix
PALMAZ SCIENTIFIC: Hires Groff & Rothe as Accountant
PALMAZ SCIENTIFIC: Joint Administration of Cases Sought
PALMAZ SCIENTIFIC: Seeks Extension of Schedules Filing Deadline
PALMAZ SCIENTIFIC: Taps UpShot Services as Noticing Agent
PARKVIEW ADVENTIST: CMHC Wants Disputed Claims Allowed for Voting
PETROLEUM PRODUCTS: Requests OK of $500K Financing & Cash Use
PETROLEUM PRODUCTS: Seeks to Reject Four Executory Contracts
PUERTO RICO ELECTRIC: Gets Extension to File Rate Petition
REPUBLIC AIRWAYS: Seeks Advance Approval for $3M-or-Less Sales
RG STEEL: PBGC to Restore Pension Plans to Renco Group
RG STEEL: Renco Group Settles with PGBC Over Pension Plans
S-3 PUMP SERVICE: Hires Blanchard Walker as Attorneys
SABINE OIL: Can Reject Nordheim, HPIP Pipeline Contracts
SABINE OIL: Can Use Cash Collateral Until March 14
SABINE OIL: Exclusive Right to File Plan Extended to March 22
SAWYER WOOD: U.S. Trustee Forms 3-Member Committee
SEADRILL LTD: Bank Debt Trades at 60% Off
SENSEONICS HOLDINGS: Ernst & Young Raises Going Concern Doubt
SHERWIN ALUMINA: Committee Objects to DIP, Stalking Horse Deals
SHERWIN ALUMINA: Nashtec, TCEQ Object to Stalking Horse Bid
SHERWIN ALUMINA: Outotec Objects to DIP Financing Bid
SIGA TECHNOLOGIES: Has $39 Million Net Loss in 2015
SPORTS AUTHORITY: March 10 Meeting Set to Form Creditors' Panel
STONEWALL GAS: S&P Affirms 'B-' CCR & Revises Outlook to Positive
SUNDEVIL POWER: Defends Open Bid Procedures, May 4 Auction
SUNGARD AVAILABILITY: S&P Lowers CCR to 'B-', Outlook Stable
TAR HEEL OIL: Bankruptcy Administrator to Form Committee
TASEKO MINES: Moody's Lowers CFR to Caa1, Outlook Negative
TGHI INC: Employs Kramer Levin as Special Counsel
TGHI INC: Wants to Employ Klestadt Winters as Bankruptcy Counsel
THE CHOSEN CHORD: U.S. Trustee Unable to Appoint Committee
TIMOTHY PLACE: Files Schedules of Assets and Liabilities
TIMOTHY PLACE: Final Order Approving Cash Collateral Use Issued
TRAC INTERMODAL: Moody's Assigns Caa1 Rating on New $485MM Notes
TRINITY TOWN: Has $500K DIP Financing From Sunfield Homes
VICTORY MEDICAL: Hearing on Plan Confirmation Set for March 21
VICTORY MEDICAL: Wins Approval to Get Loan from HFG Capital
VILLAGE VENTURES: U.S. Trustee Unable to Appoint Committee
WIRECO WORLDGROUP: S&P Lowers CCR to 'B-', Outlook Negative
WOOD RESOURCE: U.S. Trustee Forms 3-Member Committee
ZUCKER GOLDBERG: Examiner Taps DSI as Accountant
[*] Conway Eyes Hospital, Municipal Advisory Work with New Firm
[*] MorrisAnderson Promotes Steve Agran to Principal
[*] Randy Mehrberg Rejoins Jenner & Block as Partner
*********
38 STUDIOS: SEC Charges R.I., Wells Fargo with Fraud
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review, citing the Associated Press,
reported that the U.S. Securities and Exchange Commission on March
4 charged Rhode Island's economic development agency and Wells
Fargo with defrauding investors in the state's disastrous $75
million deal with 38 Studios, the failed videogame company started
by former Red Sox pitcher Curt Schilling.
According to the Associated Press, the civil complaint, filed in
U.S. District Court in Providence, accuses the Rhode Island
Commerce Corp. and Wells Fargo Securities of making materially
misleading statements when they sold the bonds used to fund the
deal.
38 Studios LLC, a video-game developer founded by former Boston
Red
Sox pitcher Curt Schilling, filed for liquidation on June 8, 2012,
without attempting to reorganize. Although based in Providence,
Rhode Island, the company filed the Chapter 7 petition in Delaware
(Case No. 12-11743).
470 NLSD: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 470 NLSD BKB, LLC.
470 NLSD BKB, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla., Case No. 16-00723) on February
4, 2016. The Debtor is represented by Jeffrey Ainsworth, Esq., at
Brasonlaw PLLC.
AGT FOOD: DBRS Raises Issuer Rating to B(high)
----------------------------------------------
DBRS Limited upgraded the Issuer Rating of AGT Food and Ingredients
Inc. (AGT or the Company) to B (high) and the Senior Secured
High-Yield Notes to BB (low). The trends have been changed to
Stable from Positive. The upgrade of the Senior Secured High-Yield
Notes reflects the upgrade of the Issuer Rating as well as a change
in the Recovery Rating to RR3 from RR4. AGT's new B (high) Issuer
Rating is supported by the growth in its less-cyclical and
higher-margin Food Ingredients and Packaged Foods segment, as well
as its solid position in staple foods, diversification in terms of
geography, suppliers and customers and favourable industry trends
and demographics. The rating also reflects the volatility of input
costs and AGT's sensitivity to weather, as well as the low-margin
and capital-intensive nature of the legacy Pulse Processing
business, competition with other commodity-type products and risks
associated with the Company's growth.
On February 24, 2015, DBRS changed the trend on AGT's ratings to
Positive. The trend change reflected the Company's improving
earnings profile since the inception of the rating in 2013,
including solid growth in the higher-margin, less-cyclical Food
Ingredients and Packaged Foods segment. In addition, the financial
profile benefited from a common share issuance to help invest in
growth. At the time, DBRS stated that should AGT continue to
display solid growth in its Food Ingredients and Packaged Foods
segment and maintain its credit metrics (i.e., debt-to-EBITDA below
6.0 times (x), long-term debt-to-EBITDA below 3.75x and EBITDA
coverage above 2.5x), an upgrade of its Issuer Rating to B (high)
would likely result.
Since that time, AGT continued to deliver solid growth in its Food
Ingredients and Packaged Foods segment as well as strong margins in
its legacy Pulse Processing segment through Q3 F2015. The Company
also completed strategic acquisitions of rail logistic and bulk
handling assets to increase shipping capacity. Revenues increased
19.4% in the nine months ended Q3 F2015 to approximately $1.52
billion for the last 12-months (LTM) ended Q3 F2015 versus $1.4
billion in F2014 and $1.1 billion in F2013. Revenue increased
primarily as a result of changes in mix and increasing commodity
prices and growth in the Food Ingredients and Packaged Foods
segment more than offsetting a decline in metric tonnes invoiced in
AGT's legacy businesses. EBITDA margins declined modestly versus
the previous year, primarily because of pressure on gross margins
from supply constraints as the Company approached the new harvest.
Gross margin per metric tonne, however, has continued to improve
notably, driven by strong performance in the Food Ingredients and
Packaged Foods segment as well as the legacy Pulse Processing
segment. As such, EBITDA continued to increase, rising to
approximately $86 million for the LTM ended Q3 F2015, versus $80
million in F2014 and $56 million in F2013.
AGT's financial profile improved through the first nine months of
F2015 because of the rising earnings and cash flow, more than
offsetting a further increase in balance sheet debt. Cash flow from
operations continued to track operating income, while capital
expenditure (capex) increased as the Company invested in the
expansion of its Minot, North Dakota, Food Ingredients facility.
Cash outlay for dividends remained relatively flat as the Company
maintained its dividend on a per-share basis. As such, the Company
generated a modest amount of positive free cash flow before changes
in working capital. The Company used drawings from its revolving
credit facility to fund cash requirements for changes in working
capital as well as its acquisition (by its subsidiary Alliance
Pulse Processors Inc.) of the assets West Central Road and Rail
Ltd. Despite the increase in long-term debt to $276 million at the
end of Q3 F2015 from nearly $240 million at the end of Q3 F2014,
credit metrics continued to improve (debt-to-EBITDA of 4.44x,
long-term debt-to-EBITDA of 3.20x and EBITDA coverage of 2.84x for
the LTM ended Q3 F2015 versus 4.96x, 3.22x and 2.55x, respectively,
for the LTM ended Q3 F2014). DBRS notes that on October 30, 2015,
AGT completed the acquisition Mobil Capital Holdings Ltd. & Subs.
for total consideration of $57.5 million consisting of $19 million
of cash, the issuance of $19 million of common shares and a $19.5
million five-year promissory note.
Going forward, DBRS believes that AGT's Issuer Rating is now well
placed in the B (high) rating category on a through-the-cycle
basis. DBRS expects AGT's Food Ingredients and Packaged Foods
segment will continue to grow as a proportion of the Company,
benefiting from its sales and distribution agreements with
Ingredion Incorporated, with a focus on North America, Europe and
China. Sales and margins will benefit from added capacity and the
introduction of new products (i.e., deflavouring) as product mix
shifts to human and pet food from feed. AGT's legacy Pulse
Processing business is expected to continue to benefit from strong
Canadian pulse exports and higher pulse prices driven by lower
local production in key regions. Margins and earnings should also
benefit from the recent acquisitions, which will allow AGT to
effectively control its logistics with an integrated supply chain
for efficient transportation of pulses and durum wheat, increasing
shipping capacity and allowing AGT facilities to focus on
higher-margin activities. As such, DBRS believes that AGT's EBITDA
should continue to rise above the $100 million level in the near
term and toward the $130 million level over the medium term.
DBRS expects AGT's financial profile to remain at least stable in
the near term based on improved cash flow-generating capacity and
relatively stable financial leverage. Cash flow from operations
should continue to track operating income while maintenance capex
should remain moderate and the Company continues to focus on growth
after the investment in expanding the Minot facility. DBRS expects
the Company's dividend will remain relatively stable on a per-share
basis. As such, AGT's cash flow-generating capacity should improve.
Any free cash flow as well as possible incremental debt is expected
to be used to invest in growth as AGT scales its Food Ingredients
business. Over the longer term, DBRS believes free cash flow could
be used to support increasing returns to shareholders. As such,
DBRS expects credit metrics should improve over the medium term
with earnings growth and debt amortization payments. Should AGT
continue improve its business mix by growing its higher margin and
more stable business segment, in addition to improving its free
cash flow and credit metrics (i.e., debt-to-EBITDA below 4.0x,
long-term debt-to-EBITDA below 3.0x and EBITDA coverage toward
3.25x), a further positive rating action could result.
DBRS has upgraded the recovery rating on AGT's Senior Secured
High-Yield Notes to RR3 from RR4. The improvement in the recovery
rating reflects DBRS's view that holders of AGT's $125 million
Senior Secured High-Yield Notes would receive improved recovery in
the 60% to 80% range. DBRS believes that recovery on the Senior
Secured High-Yield Notes would continue to be primarily based on
the assets in Turkey of the Arbel Group, reflecting increases in
normal inventory levels at that entity.
ALCO STORES: PI Claimant Excused From Plan Injunction
-----------------------------------------------------
Anthony M. Saccullo, as trustee of the ALCO Liquidating Trust,
signed a stipulation allowing a personal injury claimant to pursue
litigation solely as to seek determination of liability and
insurance coverage.
On Jan. 12, 2010, Carol Hill allegedly sustained injuries at a
retail store owned by the Debtors as a result of the Debtors'
negligence. On Jan. 9, 2012, Hill brought suit against the Debtors
in the District Court of Crawford County, Texas. On Oct. 12, 2014,
the Debtors sought bankruptcy protection. On Jan. 5, 2015, Hill
filed Claim No. 1284, asserting an unsecured claim for an amount in
excess of $75,000.
On June 4, 2015, the Bankruptcy Court entered an order confirming
the Debtor's Plan of Liquidation and appointing Mr. Saccullo as
liquidating trustee. The Plan became effective July 22, 2015.
Paragraph P of the Confirmation Order permanently enjoins Hill from
continuing her litigation against the Debtors, their estates and
the Liquidating Trustee.
After negotiations, the parties on March 1, 2016, signed a
stipulation providing that (i) the Confirmation Injunction should
be modified to the extent necessary to permit Hill to proceed with
the litigation, and (ii) Hill will seek recovery only from the
proceeds of the Debtors' insurance policy. Claim 1284 is deemed
disallowed and expunged.
The Court won't hold a hearing on the Stipulation unless a written
response is filed within 14 days of service of the Stipulation.
Counsel for the Liquidating Trustee:
Jay R. Indyke
Seth Van Aalten
Jeremy Rothstein
COOLEY LLP
1114 Avenue of the Americas
New York, New York 10036
Tel: 212-479-6000
Fax: 212-479-6275
E-mail: jindyke@cooley.com
svanaalten@cooley.com
jrothstein@cooley.com
Texas Counsel for the Liquidating Trustee:
Judith W. Ross
Neil J. Orleans
LAW OFFICES OF JUDITH W. ROSS
700 N. Pearl Street, Suite 1610
Dallas, TX 75201
Tel: 214-377-7879
Fax: 214-377-9409
E-mail: Judith.ross@judithwross.com
Neil.orleans@judithwross.com
About ALCO Stores
Then with 198 stores in 23 states throughout the central United
States, ALCO Stores, Inc., and ALCO Holdings LLC sought Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in
Dallas, Texas, on Oct. 12, 2014, intending to let liquidators
conduct store closing sales or sell the business to a going-concern
buyer.
Judge Stacey G. Jernigan presides over the Chapter 11 cases.
As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million. The bulk of the liabilities was
total debt outstanding under a credit facility with Wells Fargo
Bank, National Association, of which the aggregate outstanding was
$104.2 million as of the Petition Date.
The Debtors tapped DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent. Michael Moore serves as consultant to the
Debtors.
The official committee of unsecured creditors tapped Cooley LLP as
bankruptcy counsel; the Law Office of Judith W. Ross serves as
local counsel; and Glassratner Advisory & Capital Group as
financial advisor.
* * *
The Debtors received court approval to sell some of its real estate
along with store leases.
On April 7, 2015, the Debtors filed their First Amended Plan of
Liquidation which provides that holders of secured claims will
recover 100%, holders of general unsecured claims will recover 1%
to 15%, and holders of equity interests won't receive anything.
Judge Jernigan on April 14 entered an order approving the
disclosure statement explaining the Debtors' First Amended Plan of
Liquidation. The Court confirmed the Plan on June 3, 2015.
ALONSO & CARUS: Reaches Deal with Lender on Plan Treatment
----------------------------------------------------------
Alonso & Carus Iron Works, Inc., and secured creditor Banco Popular
de Puerto Rico have presented a stipulation regarding the treatment
of BPPR's claim under the Debtor's plan of reorganization.
Prior to the Petition Date, the Debtor entered into various loan
agreements with BPPR's predecessor Westernbank, pursuant to which
the Debtor was provided certain credit facilities.
The Loans are secured by, among other things, certain real property
located at Palmas Ward, Catano, Puerto Rico, and at Candelaria
Ward, Toa Baja, Puerto Rico -- Real Estate Collateral -- as well as
a lien over certain assets. As of the Petition Date, the amounts
due under the Loans, prior to certain reconciliations made during
the reorganization period, amounted to $11,285,200.
The Debtor filed a Disclosure Statement and Chapter 11 Plan of
Reorganization on May 28, 2015, later amended on January 11, 2016.
In order to quickly and expeditiously resolve the outstanding
issues among them, the Debtor and BPPR have reached an agreement
providing that BPPR will have a fixed allowed reconciled secured
claim of $10,228,162.
The Secured Claim will be paid with equal monthly payments of
$67,007, including principal and interests, at 5.25% per annum. The
Secured Claim will be paid by the Debtor in monthly payments of
$67,007 with a final balloon payment for the outstanding amount
then due for the Claim on or before Feb. 1, 2021.
The Debtor's failure to make any of the payments in accordance with
the terms of the stipulation constitutes as an Event of Default.
Upon the occurrence of any Event of Default, all of the Loans,
Collateral, BPPR Claim and the Debtor's obligations with BPPR shall
revert to their original, prepetition state, and the indebtedness
shall become immediately due and payable without further notice by
BPPR.
Attorneys for Banco Popular de Puerto Rico:
O'NEILL & BORGES, LLC
Luis C. Marini-Biaggi
Nayuan Zouairabani
American International Plaza
250 Munoz Rivera Ave., Ste. 800
San Juan, PR 00918-1813
Tel.: (787) 764-8181
Fax: (787) 753-8944
E-mail: luis.marini@oneillborges.com
nayuan.zouairabani@oneillborges.com
Attorneys for the Debtor:
CHARLES A CUPRILL, PSC LAW OFFICE
Charles A. Cuprill
356 Calle Fortaleza
Second Floor San Juan, Puerto Rico 00901
Tel: (787) 977-0515
Fax: (787) 977-0518
E-mail: ccuprill@cuprill.com
About Alonso & Carus
Alonso & Carus Iron Works, Inc., is the largest integrated
structural steel and tank builder in Puerto Rico. The Company
provides a full range of design, engineering, construction and
erection services through an innovative, responsive and customer
focused organization. The Company has participated in the
construction of hundreds of demanding and challenging projects,
including many landmarks in Puerto Rico and the Caribbean that
showcase the superior capabilities of steel.
Alonso & Carus Iron Works sought Chapter 11 protection (Bankr.
D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March
27, 2015. The case is assigned to Judge Enrique S. Lamoutte
Inclan.
The Catano, Puerto Rico-based debtor has filed schedules of assets
and liabilities, disclosing $23,028,113 in total assets and
$14,919,146 in total debt.
The Debtor on the Petition Date filed applications to employ
Charles A Curpill, PSC Law office, as counsel; and CPA Luis R.
Carrasquillo & Co, PSC as financial consultant.
The Official Committee of Unsecured Creditors in the Chapter 11
case retained Javier Vilarino, Esq., at Vilarino & Associates LLC,
serves as Puerto Rico counsel; and Jeffrey D. Prol, Esq., at
Lowenstein Sandler LLP, as general bankruptcy counsel; and
Glassratner Advisory & Capital Group, LLC, as financial advisors.
ALONSO & CARUS: Seeks Confirmation of Consensual Plan
-----------------------------------------------------
Alonso & Carus Iron Works, Inc., reached an agreement with the
Official Committee of Unsecured Creditors on the terms of a
proposed reorganization plan that's mutually acceptable, and has
scheduled confirmation hearing for a plan that will pay unsecured
creditors in full in 6 years.
On May 28, 2015, Debtor filed its original Plan of Reorganization
and Disclosure Statement. A hearing on the approval of the
adequacy of the Disclosure Statement was scheduled for Oct. 9,
2015. An objection to the approval of the Disclosure Statement was
filed by the Official Committee of Unsecured Creditors.
The Debtor and the Committee's representatives have been discussing
and negotiating a plan of reorganization and disclosure that would
be mutually acceptable. Those negotiations have resulted in
Debtor's First Amended Disclosure Statement and Debtor's First
Amended Plan of Reorganization, both of which have been filed Jan.
11, 2016.
Since the Plan and Disclosure Statement are consensual in nature,
and considering that there are no other pending objections to the
Original Disclosure Statement other than that of the Committee, the
Debtors sought an order approving the Disclosure Statement without
scheduling a new hearing on the approval of the Disclosure
Statement. The motion was unopposed by parties.
The Court approved the Disclosure Statement on Feb. 1, 2016, and
scheduled a March 8 hearing to consider confirmation of the Amended
Plan.
No objections to confirmation of the Plan have been filed.
As of March 8, 2016, the Court has not yet entered an order
confirming the Plan.
Terms of the Plan
The Debtor's reorganization plan proposes to pay unsecured
creditors in full, without interest, in 72 months and let current
management and owners retain control of the company.
According to the First Amended Disclosure Statement describing the
Debtor's First Amended Plan:
* Holders of administrative expense claims totaling $341,200.
* Holders of allowed priority tax claims totaling $632,000 will
be paid in full by either (i) payment on the later of the Effective
Date or the date the claims would have been due if the bankruptcy
case had not been commenced (ii) monthly payments of $11,615 over a
60-month period to pay off the full amount of the claims plus the
statutory rate of interest, estimated at 4 percent.
* The secured claims of Banco Popular de Puerto Rico in the
amount of $11.1 million will be paid in full including interest at
5.25% per annum, in the form of equal monthly payments of $67,007
over a 300 month period (25 years), with a balloon payment due on
June 30, 2021.
* Holders of allowed general unsecured claims greater than or
equal to $2,000, with claims estimated to total $3.21 million, will
receive promissory notes providing for payment in full of their
claims without interest in the form of equal installments over 72
months from the Effective Date. Effective on Dec. 15, 2015, and on
the 15th day of each month thereafter until March 15, 2016, the
Debtor will deposit into an escrow account with Debtor's counsel,
the sum of $30,900, which shall be used exclusively to fund a
distribution to Holders of allowed general unsecured claims. Aside
from Department of the Treasury of Puerto Rico's proof of claim
number 44, which is pending review by Debtor, and any Claims filed
after the Bar Dates, Debtor shall not object to any other General
Unsecured Claim and all such other Claims shall be allowed as filed
or as otherwise listed in Debtor's Schedule F.
* Holders of general unsecured claims that are less than $2,000
estimated to aggregate $45,600 will be paid in full on the
Effective Date.
* Equity Holders will be entitled to retain their shares in the
Debtor unaltered.
Eng. Jorge Ramos Viruet, is Debtor's president with 70% of Debtor's
common shares. Eng. Jorge Ramos Ortiz holds the remaining 30% of
Debtor's shares.
After confirmation of the Plan, Debtor will continue with its
current management, consisting of its President, Eng. Jorge Ramos
Viruet, and others members of its management team in fundamental
positions for Debtor's operations. Effective as of November 2015
and continuing through the date that the Notes are paid in full,
Jorge L. Ramos Viruet's annual salary has been reduced from
$217,200 to $188,400. Mr. Ramos Viruet will not receive any
bonuses, additional compensation or perquisites during this period.
Jorge Ramos, Jr.'s total compensation will remain at $99,580
during this period.
The Debtor and the Committee believe that the Plan provides the
quickest recovery and will maximize the return to creditors on
their Claims.
A copy of the First Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/Alonso_Carus_196_1st_Am_DS.pdf
About Alonso & Carus
Alonso & Carus Iron Works, Inc., is the largest integrated
structural steel and tank builder in Puerto Rico. The Company
provides a full range of design, engineering, construction and
erection services through an innovative, responsive and customer
focused organization. The Company has participated in the
construction of hundreds of demanding and challenging projects,
including many landmarks in Puerto Rico and the Caribbean that
showcase the superior capabilities of steel.
Alonso & Carus Iron Works sought Chapter 11 protection (Bankr.
D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March
27, 2015. The case is assigned to Judge Enrique S. Lamoutte
Inclan.
The Catano, Puerto Rico-based debtor has filed schedules of assets
and liabilities, disclosing $23,028,113 in total assets and
$14,919,146 in total debt.
The Debtor on the Petition Date filed applications to employ
Charles A Curpill, PSC Law office, as counsel; and CPA Luis R.
Carrasquillo & Co, PSC as financial consultant.
The Official Committee of Unsecured Creditors in the Chapter 11
case retained Javier Vilarino, Esq., at Vilarino & Associates LLC,
serves as Puerto Rico counsel; and Jeffrey D. Prol, Esq., at
Lowenstein Sandler LLP, as general bankruptcy counsel; and
Glassratner Advisory & Capital Group, LLC, as financial advisors.
ALPHA NATURAL: Files Plan; Sets March 10 Hearing on Sale Procedures
-------------------------------------------------------------------
Alpha Natural Resources, Inc. on March 8 disclosed that it has
filed a proposed Chapter 11 Plan of Reorganization and a related
Disclosure Statement with the United States Bankruptcy Court for
the Eastern District of Virginia. Together with the recently-filed
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis. By selling certain assets as a going concern
and restructuring the company's remaining assets into a reorganized
Alpha, the company is able to provide maximum recovery to its
creditors, while preserving jobs and putting itself in the best
position to meet its reclamation obligations. This path will allow
for a conclusion of Alpha's bankruptcy proceedings by June 30,
2016.
On February 8, 2016, Alpha filed a motion with the Bankruptcy Court
requesting approval of procedures to govern a marketing and sale
process for Alpha's core assets. These procedures are designed to
implement a fair and competitive process that will allow all
interested parties to bid for Alpha's assets and enable the company
to realize the greatest possible value for the benefit of its
stakeholders. The process includes a "stalking horse" credit bid
of existing secured debt submitted by the company's first lien
lenders. As a stalking horse bid, it is subject to higher or
better offers, but provides Alpha with a backstop bid for its core
assets in the amount of $500 million (plus the lenders' assumption
of certain liabilities). Unless a higher offer is received prior
to the bid deadline, Alpha plans to sell its core businesses and
related assets to the company's first lien lenders pursuant to the
terms of the stalking horse bid. This and all asset sales are
subject to Bankruptcy Court approval.
The stalking horse bid identifies the core assets to be auctioned
by Alpha. Specifically, the stalking horse bid contemplates the
purchase of:
-- the company's Alpha Coal West mine complexes in Wyoming;
-- the company's McClure, Nicholas and Toms Creek mine complexes
in West Virginia and Virginia;
-- all of the company's coal operations and reserves located in
Pennsylvania, including the debtors' Cumberland and Emerald mine
complexes, their Freeport, Sewickley, and Foundation coal reserves,
and all related assets;
-- the company's interest in a natural gas business in the
Marcellus Shale owned by Alpha entity Pennsylvania Land Resources
Holding Company, LLC;
-- the company's interest in Dominion Terminal Associates, a
coal export terminal in Newport News, Virginia; and
-- certain other assets, including working capital.
In addition, the stalking horse bid addresses matters pertaining to
environmental and other liabilities, prospective workforce,
equipment, supplies, licenses, permits, intellectual property and
conditions for closing. The first lien lenders are led by Citicorp
North America, Inc., as administrative and collateral agent under
Alpha's first lien prepetition credit agreement.
Through the Plan of Reorganization, all remaining unsold assets
will become part of reorganized Alpha, a smaller, sustainable
company, structured to focus primarily on fulfilling all of the
company's environmental reclamation obligations on an ongoing
basis. To ensure that the company is able to fulfill these
obligations, the Plan provides that reorganized Alpha will be
sufficiently funded to meet all of its operating and reclamation
activities, including through contributions from Alpha's first lien
lenders. It is expected that certain of Alpha's remaining mines
will continue operating, adjusting to market conditions and
allowing for a phased approach to this work. Alpha is working
toward resolutions with governmental entities regarding the scope
and necessary funding of the company's reclamation obligations.
"Since we began the bankruptcy process last August, we have taken
numerous steps to enhance efficiency throughout our business and
make tough but necessary decisions regarding the future of our
operations," said Alpha's Chairman and CEO Kevin Crutchfield. "By
leveraging core assets for sustainable productivity, while
addressing the stewardship obligations of our remaining properties,
these filings represent an important step in our effort to
effectively restructure the company and emerge from Chapter 11
better positioned to meet new market realities. While markets
continue to be challenged in the near term, we firmly believe that
coal's role as a vital fuel source for electricity generation and
steel production is secure for the foreseeable future, both here
and around the world. We appreciate the support of our lenders to
help advance our restructuring process."
A hearing to consider approval of the proposed bidding and sale
procedures is scheduled before the Bankruptcy Court on March 10,
2016. Following subsequent approval of the Disclosure Statement,
certain related procedures for voting on the Plan, and other
pending matters, the company will seek creditor acceptance of the
Plan, which is also subject to Bankruptcy Court approval.
About Alpha Natural Resources
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.
ALPHA NATURAL: Files Reorganization Plan Centered on Asset Sale
---------------------------------------------------------------
Alpha Natural Resources, Inc., et al., filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, a plan of reorganization and accompanying disclosure that
is centered on the sale of substantially all of the Debtors'
assets.
The Plan provides that: (a) value will be distributed pursuant to
the provisions of the Bankruptcy Code and
applicable settlements; and (b) the Debtors will be reorganized by
employing those assets that are not sold, which assets will be
operated for the principal purpose of conducting and completing
environmental reclamation. To this end, the First Lien Lenders
have agreed to provide cash and/or credit support to facilitate the
confirmation of the Plan for the remaining assets, including cash
and/or credit support for the cost of reclaiming these assets (in
addition to providing for the reclamation of the purchased assets
in the event the First Lien Lenders are the successful bidder with
respect to such assets). As further support for the Plan, the
First Lien Lenders have agreed to provide value to junior creditor
constituencies through the Plan.
The Debtors' prepetition First Lien Lenders agreed to serve as a
stalking horse bidder by credit bidding $500 million of the secured
debt due them for certain of the Debtors' assets. As a "stalking
horse bid," the bid by the First Lien Lenders is subject to higher
or otherwise better offers that the Debtors may receive for the
assets pursuant to a marketing and sale process approved by the
Bankruptcy Court. The First Lien Lenders' participation in the
sale process as stalking horse bidders ensures that the Debtors
recover maximum value for their assets in this challenging
environment by subjecting the assets to a competitive marketing
process, thereby providing considerable benefit to the Debtors'
estates. Notably, the Stalking Horse Bid does not include any
customary bid protections generally paid to a stalking horse
bidder, and therefore merely sets a floor to begin a bidding
process on a level playing field without any cost to the Debtors'
estates.
In connection with the stalking horse process and following
extensive analysis and negotiations, the Debtors have negotiated
the principal terms of a comprehensive settlement of issues with
the First Lien Lenders and
the DIP Lenders. This settlement includes agreements with respect
to (a) which of the Debtors' assets will be deemed not to have been
encumbered by the Prepetition Senior Liens as of the Petition Date
and (b) the methodology that will be used to establish the amount
of the First Lien Lenders' secured claim granted them as adequate
protection for diminution in value of their collateral since the
Petition Date.
Full-text copies of the Plan and Disclosure Statement dated March
7, 2016, are available at http://bankrupt.com/misc/ANRplan0307.pdf
A full-text copy of the Stalking Horse Agreement dated March 8,
2016, is available at http://bankrupt.com/misc/ANRapa0308.pdf
The Debtors are represented by David G. Heiman, Esq., Carl E.
Black, Esq., and Thomas A. Wilson, Esq., at Jones Day, in
Cleveland, Ohio; and Tyler P. Brown, Esq., J.R. Smith, Esq., Henry
P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., at Hunton &
Williams LLP, in Richmond, Virginia.
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.
ALPHA NATURAL: Five Straight Years in the Red
---------------------------------------------
Alpha Natural Resources, Inc., disclosed in a regulatory filing
that it ended 2015 with a net loss of $5,785,001,000, which is
wider compared to its 2014 net loss of $874,961,000. ANR also
posted a net loss of $1,113,498,000 in 2013.
ANR made the disclosure in a report titled "Consolidated financial
statements for fiscal year ended December 31, 2015," which it filed
with the Securities and Exchange Commission last week. The
financial report was delivered as an attachment to a Form 8-K
Report. The Company has yet to formally file its Annual Report on
Form 10-K with the SEC.
ANR said a copy of the financial report has been furnished to
certain of its creditors pursuant to the terms of its
debtor-in-possession financing arrangements.
ANR's last year in black was 2010, when it posted net income of
$95,551,000. The Company reported a net loss of $730,542,000 the
following year, and $2,437,148,000 in 2012.
Total revenues for 2015 were also down to $2,965,065,000 from
$4,287,078 in 2014.
At Dec. 31, 2015, the Company said total assets were $4,745,995,000
against total liabilities of $7,465,830,000; shareholder deficit is
$7,465,830,000.
At Dec. 31, 2014, ANR had total assets were $10,585,015,000 against
total liabilities of $7,598,215,000 and shareholder equity of
$2,986,800,000.
A copy of the Annual financial report for the year ended Dec. 31,
2015, is available at http://is.gd/EG0px5
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.
ALPHA NATURAL: Harman Claytor Okayed as Retiree Panel's Counsel
---------------------------------------------------------------
The Hon. Kevin R Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized the Official Committee of
Retired Employees in the Chapter 11 cases of Alpha Natural
Resources, Inc. et al., to retain Harman Claytor Corrigan & Wellman
as its special counsel retroactive to Dec. 4, 2015.
The Retiree Committee is composed of five retired former employees
of the Debtor: (i) Rickey Simpkins, (ii) David Canterbury, (iii)
Leo Harris, (iv) Michael Quillen, and (v) Clarence Whisenhunt, Jr.
The Retiree Committee voted to retain Harman Claytor as its special
counsel to complement the bankruptcy knowledge and experience of
Tavenner & Beran, as lead bankruptcy counsel, in ERISA employment
benefit related matters, commercial litigation, and insurance
coverage. Specifically, Harman Claytor is expected to:
a) review and analyze historical Retiree benefits plans and
documents pertaining to benefits and the proposed termination
thereof;
b) conduct investigation and discovery on matters pertaining to
the benefits of the Retirees;
c) research and analyze ERISA and insurance-related matters
impacting Retiree benefits and the proposed termination thereof;
d) consult with advisors regarding the financial impact of the
proposed termination of Retiree benefits and the impact on Retirees
and Debtors;
e) prepare on behalf of the Retiree Committee any necessary
motions, objections, or other legal papers relating to matters
pertaining to the benefits of the Retirees;
f) prosecute and defend litigation matters and such other
matters concerning any proposed modification of the Retirees'
medical benefits, or the Retirees' benefits in general that might
arise;
g) advise the Retiree Committee with respect to general
corporate, labor, employee benefits, and litigation issues
concerning any proposed modification of the Retirees' medical
benefits, or the Retirees' benefits in general; and
h) perform other legal services as may be necessary and
appropriate for the efficient and economical resolution of the
Retiree Committee's consideration of any proposal to modify the
Retirees' benefits.
Harman Claytor will use its reasonable efforts to avoid any
duplication of services provided by any of the Retiree Committee's
other retained professionals in the cases.
John R. Owen -- jowen@hccw.com -- a partner and shareholder of
Harman Claytor which maintains offices of the practice of law at
4951 Lake Brook Drive, Suite 100, Glen Allen, Virginia, told the
Court that the firm's hourly rates from Jan. 1, 2014, to Dec. 31,
2014, for work contemplated by the engagement were:
Billing Category Range
---------------- -----
Partners $325 - $350
Associates $225 - $275
Paraprofessionals $125
As of Jan. 1, 2015, Harman Claytor's rates were:
Billing Category Range
---------------- -----
Partners $325 - $350
Associates $225 - $275
Paraprofessionals $125
Harman Claytor's current hourly rates for matters related to their
representation of the Retiree Committee are:
Billing Category Range
---------------- -----
Partners $325 - $350
Associates $225 - $275
Paraprofessionals $125
In the 90 days prior to the Petition Date, the Retiree Committee
has not made any payment to Harman Claytor of any sort.
Mr. Owen also disclosed that Harman Claytor did not represent the
Retiree Committee during the 12-month period before the Petition
Date. Harman Claytor previously represented these Retiree
Committee members in an individual capacity: Michael J. Quillen and
Leo Douglas Harris. On Dec. 18, 2015, an order was entered
permitting Harman Claytor to withdraw as counsel of record for
these individuals.
To the best of the Retiree Committee's knowledge, Harman Claytor is
a "disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
ALPHA NATURAL: Retiree Panel May Hire Tavenner as Bankr. Counsel
----------------------------------------------------------------
The Official Committee of Retired Employees in the Chapter 11 cases
of Alpha Natural Resources, Inc., and its affiliated debtors, won
approval from a bankruptcy judge in Richmond, Va., to retain
Tavenner & Beran, PLC, as the Retiree panel's counsel.
Tavenner & Beran is expected to:
a) provide assistance, advice and representation concerning any
proposed modification of the benefits to be provided to the
Retirees;
b) negotiate with the Debtors concerning any proposed
modification of the Retirees' benefits in general;
c) represent the Retiree Committee in any proceedings and
hearings that involve or might involve matters pertaining to the
benefits of the Retirees;
d) prepare on behalf of the Retiree Committee any necessary
adversary complaints, motions, applications, orders, and other
legal papers relating to such matters;
e) advise the Retiree Committee of its powers and duties;
f) prosecute and defend litigation matters and such other
matters concerning any proposed modification of the Retirees'
medical benefits, or the Retirees' benefits in general that might
arise;
g) advise the Retiree Committee with respect to bankruptcy,
general corporate, labor, employee benefits, and litigation issues
concerning any proposed modification of the Retirees' medical
benefits, or the Retirees' benefits in general; and
h) perform such other legal services as may be necessary and
appropriate for the efficient and economical resolution of the
Retiree Committee's consideration of any proposal to modify the
Retirees' benefits.
Lynn L. Tavenner, a member of Tavenner & Beran which maintains
offices of the practice of law at 20 North Eighth Street, Second
Floor, Richmond, Virginia, told the Court that the firm's hourly
rates from Jan. 1, 2014, to Dec. 31, 2014, were:
Billing Category Range
---------------- -----
Partners $385 - $395
Associates N/A
Paraprofessionals $100
As of Jan. 1, 2015, its rates were:
Billing Category Range
---------------- -----
Partners $395 - $410
Associates N/A
Paraprofessionals $105
Tavenner & Beran's current hourly rates for matters related to
their representation of the Retiree Committee are:
Billing Category Range
---------------- -----
Partners $400 - $415
Associates $235
Paraprofessionals $110
Ms. Tavenner also said that in the 90 days prior to the Petition
Date, neither the Retiree Committee nor any individual member
thereof has made any payment to Tavenner & Beran of any sort.
Furthermore, Tavenner & Beran has not received compensation from
the Debtors.
Michael Quillen at Tavenner & Beran attests that his firm is a
"disinterested person" as defined in 11 U.S.C. Sec. 101(104).
The Retiree Committee said in court papers it has retained two
firms to represent it in the Debtors' cases:
Lynn L. Tavenner, Esq.
Paula S. Beran, Esq.
David N. Tabakin, Esq.
TAVENNER & BERAN PLC
20 North Eighth Street, Second Floor
Richmond, VA 23219
Tel: 804-783-8300
Telecopy: 804-783-0178
- and -
John R. Owen, Esq.
Jeremy D. Capps, Esq.
Melissa Y. York, Esq.
HARMAN, CLAYTOR, CORRIGAN & WELLMAN
P.O. Box 70280
Richmond, VA 23235
Tel: 804-747-5200
Telecopy: 804-747-6085
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
ALPHA NATURAL: Zolfo Cooper Okayed as Retiree Panel's Advisor
-------------------------------------------------------------
The Hon. Kevin R Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized the Official Committee of
Retired Employees in the Chapter 11 cases of Alpha Natural
Resources, Inc. et al., to retain Zolfo Cooper, LLC, as bankruptcy
consultant and financial advisor effective as of Dec. 16, 2015.
Zolfo Cooper is expected to:
a) analyze and comment on operating and cash flow projections,
business plans, operating results, financial statements, other
documents and information provided by the Debtors/Debtors'
professionals, and other information and data pursuant to
the Retiree Committee's request;
b) advise and assist the Retiree Committee in reviewing the
Debtors' support information relating to any proposed
modifications, including historical financial information,
financial projections and underlying assumptions, retiree-related
proposed modifications for each retiree class, underlying retiree
plan assumptions, and any other relevant information deemed
appropriate.
c) advise and assist the Retiree Committee in its examination
and analysis of any proposed retiree benefit modifications by the
Debtors that impact the Retiree Committee or its constituents;
d) participate in meetings and negotiations with the Debtors,
their advisors and counsel regarding proposed modifications,
underlying assumptions, and support information; and provide
testimony on related matters, as appropriate; and
e) provide other services as requested by the Retiree
Committee.
David MacGreevey -- dmacgreevey@zolfocooper.com -- a managing
director of Zolfo Cooper, told the Court that the billing rates for
professionals who may be assigned to the engagement in effect as of
July 1, 2015, are:
Managing Directors $775 - $925
Professional Staff $265 - $770
Support Personnel $60 - $310
The billing rates for professionals who may be assigned to the
engagement in effect as of Jan. 1, 2016, are:
Managing Directors $790 - $985
Professional Staff $280 - $790
Support Personnel $60 - $270
The firm also charges for reasonably incurred, out-of-pocket
expenses associated with an assignment.
To the best of the Retiree Committee's knowledge, Zolfo Cooper is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Alpha Natural
Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015. The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the case.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
ALROSE KING: Seeks Joint Administration of Chapter 11 Cases
-----------------------------------------------------------
Alrose King David, LLC asks the Bankruptcy Court to enter an order
directing the joint administration of its Chapter 11 case with the
case of its affiliate Alrose Allegria LLC. The Debtor said that it
and Allegria have interrelated business operations and overlapping
creditors.
According to Richard J. Bernard, Esq., at Foley & Lardner LLP,
counsel for the Debtor, joint administration of the procedural
matters respecting these cases will:
(a) expedite and make administration more efficient for both
cases;
(b) dispense with the need for duplicative hearings, motions,
applications, notices, and orders, which will save
significant time and expense for the Debtor;
(c) allow the Clerk of the Court to use a single general docket
for both cases and to combine notices in order to ensure
timely and proper notice to creditors of each Debtor's
estate and other parties-in-interest; and
(e) simplify the supervision of the administrative aspects of
these Chapter 11 cases by the Office of the United States
Trustee for the Southern District of New York.
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.
About Alrose King
Alrose King David LLC, owner of a 140-room Allegria Hotel located
at 80 W. Broadway, Long Beach, New York, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10536) on
March 4, 2016. The petition was signed by Allen Rosenberg as
managing member. The Debtor estimated both assets and liabilities
in the range of $10 million to $50 million. Foley & Lardner LLP
represents the Debtor as counsel.
This is Alrose King's second bankruptcy filing. In July 2011,
following an action by secured creditor Brooklyn Federal Savings
Bank 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.
ALTA MESA: S&P Raises Corp. Credit Rating to 'CCC+', Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Alta Mesa Holdings L.P. to 'CCC+' from 'CC'. The outlook
is negative.
S&P also raised the issue-level rating on the company's $450
million senior unsecured notes to 'CCC+' from 'CC'. The recovery
rating on the senior unsecured notes remains '3', reflecting S&P's
expectation of meaningful (50%-70%; lower half of range) recovery
in the event of a conventional default.
The upgrade follows Alta Mesa's announcement that it had terminated
its offer to exchange existing senior unsecured debt for third-lien
term loans significantly below par value. In February 2016, S&P
lowered the ratings to 'CC' after the company launched an exchange
offer to existing holders of its $450 million senior unsecured
notes for a new issue of third-lien term loans due 2021. If the
transaction had closed, S&P would have treated it as a selective
default, since the investors would have received 60% of par
(assuming early participation premium). S&P is now returning the
ratings to the levels prior to that announcement. "The negative
outlook reflects our view that weighted-average credit measures
will weaken in 2016-2017, approaching levels we would view as
unsustainable," said Standard & Poor's credit analyst Daniel
Krauss.
S&P could lower the ratings within the next 12 months if liquidity
deteriorates significantly to levels it would consider weak. S&P
could also consider a downgrade if Alta Mesa announced a subsequent
debt exchange offer, given the current market value of its
unsecured notes, which S&P could view as distressed exchanges.
S&P could revise the outlook to stable if market conditions
improve, such that the company could maintain liquidity at a level
S&P considers to be adequate. S&P could also consider an outlook
revision if the company is able to generate stronger-than-expected
earnings and free cash flow, leading to a significant improvement
in credit measures.
AMC ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating of AMC
Entertainment, Inc. along with the specific issuer ratings assigned
to the company's senior secured credit facility at 'BB+/RR1'. Fitch
has downgraded the specific issuer ratings assigned to the
company's senior subordinated notes to 'B-/RR6' from 'B/RR5.' The
downgrade is driven by the increase in incremental secured debt and
subordinated debt related to the acquisition of Carmike Cinemas,
Inc. The Rating Outlook remains Stable.
Fitch's action follows the company's announcement that it will
acquire Carmike Cinemas, Inc. for a total consideration of $1.1
billion consisting of $757 million in cash and the assumption of
Carmike's net indebtedness of approximately $350 million. The
acquisition is consistent with Fitch's expectations that AMC will
continue to focus on deploying capital towards acquisition of
theatre assets that are complementary to AMC's portfolio and
overall enhancing of the guest experience. Fitch believes Carmike's
portfolio provides significant geographical diversification
benefits given minimal geographical overlap, which will enhance
AMC's presence in small-to-mid-size markets, specifically in the
south and southeast regions. In addition, Carmike's screens will
benefit from AMC's reseating strategy, which Fitch believes will
lead to higher concession revenue and gross profit per attendee.
The acquisition will be financed with cash and incremental debt of
$625 million and is expected to close during the fourth quarter of
2016 (4Q16). The transaction price represents an 8.2x multiple of
Carmike's fiscal year 2015 (FY15) EBITDA of approximately $135
million. Fitch expects pro forma leverage of approximately 4.8x and
pro forma adjusted gross leverage of 6.3x followed by a period of
delevering to the company's target net leverage of 3.5x by year-end
2017. While pro forma leverage is outside of Fitch's expectations
for the rating, we expect AMC to utilize free cash flow (FCF) to
pay down debt and return to a credit profile more reflective of a
'B+' rating by year-end 2017.
KEY RATING DRIVERS
AMC has demonstrated traction in key strategic initiatives, as can
be seen in its improving admission revenue per attendee, concession
revenue per attendee, and concession gross profit per attendee.
Fitch calculates Dec. 31, 2015 latest 12 months (LTM) EBITDA
margins of 16.8% (excludes National Cinemedia distribution), an
improvement from 13.6% at Sept. 27, 2012. Fitch recognizes that
AMC's continued expansion into premium food offerings will pressure
high concession margins; however, growth in the top line should
grow absolute gross profit dollars in this segment.
AMC Entertainment Holdings Inc. (AMCH) instituted a quarterly
dividend of $19.6 million, with the first dividend paid in 2Q14.
For the LTM period ended Dec. 31, 2015, AMCH paid $78.5 million in
dividends. In conjunction with elevated capital expenditures
relative to historical periods, the dividend will pressure FCF.
Fitch has modeled capital expenditure spending of approximately
$255 million and $275 million in 2016 and 2017, respectively. As a
result, Fitch expects FCF will range from zero to positive $50
million over the next two years. LTM FCF at Dec. 31, 2015 was $56
million.
Fitch believes that AMC has sufficient liquidity to fund capital
initiatives, make small theater-circuit acquisitions, and cover its
term loan amortization. Liquidity is supported by cash balances of
$211 million and availability of $75 million on its secured
revolver as of Dec. 31, 2015.
AMC's ratings reflect Fitch's belief that movie exhibition will
continue to be a key promotion window for the movie studios'
biggest/most profitable releases.
According to Box Office Mojo, 2015's box office delivered positive
growth of 7.4% and record-setting box office revenues of $11.1
billion. Industry fundamentals benefited from a strong slate which
recorded attendance growth of 4.1% and a 3.2% increase in average
ticket price. As 2015 was a record year, it will pose a tough
comparison year in 2016. Similar to past years, the 2016 film slate
features many high-profile sequels and anticipated new tent poles.
The releases of 'Deadpool', 'Batman v Superman,' 'Finding Dory,'
and 'Independence Day: Resurgence' headline a strong film slate.
Fitch believes the film slate will support industry-wide box office
revenue levels with low- to mid-single-digit increase in attendance
and a slightly increased average ticket price.
Fitch believes the investments made by AMC and its peers to improve
the patron's experience are prudent. While capital expenditure may
be elevated in the near term and concession high margins may be
pressured over the long term, Fitch believes that exhibitors will
benefit from delivering an improved value proposition to their
patrons and that the premium food services/offerings will grow
absolute levels of revenue and EBITDA.
In addition, AMC and its peers also rely on the quality, quantity,
and timing of movie product, all factors out of management's
control.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for AMC
Entertainment include:
-- Low-single-digit admissions revenue growth; low-single-digit
growth in average ticket price;
-- EBITDA margin expansion;
-- Capital expenditures are expected to remain elevated in the
near term as AMC continues to invest in recliner re-seats and
F&B offerings. Fitch expects capex of $255 million-$270
million during 2016;
-- Pro forma unadjusted gross leverage above 4.5x with expected
delivering during 2017.
RATING SENSITIVITIES
Positive Trigger: Fitch weighs the prospective challenges facing
AMC and its industry peers in arriving at the long-term credit
ratings heavily. Significant improvements in the operating
environment (sustainable increases in attendance from continued
success of operating initiatives) driving FCF/adjusted debt above
2% and adjusted leverage below 4.5x on a sustainable basis could
have a positive effect on the rating. In strong box office years,
metrics may be strong in order to provide a cushion for weaker box
office years.
Negative Trigger: Negative rating actions are more likely to
coincide with the company's inability to reduce adjusted leverage
below 6.0x (4.5x on an unadjusted basis) by the end of 2017
following the acquisition of Carmike Cinemas, and/or rent-adjusted
interest coverage declines below 1.5-1.75x. In addition,
meaningful, operational deterioration that may include sustained
declines in attendance and/or per-guest concession spending or
other change in capital allocation that delays the company's
planned leverage reduction may also pressure the ratings.
LIQUIDITY
AMC's liquidity is supported by $211 million of cash on hand (as of
December 2015) and $75 million availability on its revolving credit
facility, which is sufficient to cover minimal amortization
payments on its term loan.
FULL LIST OF RATING ACTIONS
Fitch has taken the following rating actions:
AMC Entertainment, Inc.
-- Senior subordinated notes downgraded to 'B-/RR6' from 'B/RR5'.
Fitch has affirmed the following ratings for AMC:
-- Long-term IDR at 'B+';
-- Senior secured credit facilities at 'BB+/RR1'.
The Rating Outlook is Stable.
ARCH COAL: Fitch Cuts Issuer Default Ratings to 'D'
---------------------------------------------------
Fitch Ratings has published updated recovery analysis for Arch
Coal, Inc., in line with the Jan. 11, 2016 downgrade of the
company's IDR to 'D' from 'C'.
The monthly operating report for Jan. 31, 2016 shows cash and
short-term investments of $612 million and that the term loan
interest is being paid. A $275 million delayed draw
Debtor-in-Possession term loan (DIP Financing) has been approved
and the $200 million accounts receivable facility continues to be
provided to Arch Receivable Company LLC, a subsidiary that is not
party to the bankruptcy filing.
The Restructuring Support Agreement dated as of Jan. 10, 2016 as
amended Feb. 25, 2016 (RSA) with certain holders of the first-lien
term loans remains in effect but has not been approved by the
court. Pursuant to the amendment, Arch is required to obtain court
approval of the assumption of the agreement on or before April 10,
2016, unless otherwise agreed by the required lenders.
Principal terms of the RSA are: extinguishment of the existing
common stock; claims arising from the DIP Financing to be permitted
to be satisfied in cash; claims of the first-lien term loan holders
to be exchanged for a combination of cash and $326.5 million of new
first-lien debt and 100% of the common stock of the reorganized
company, subject to dilution on account of a proposed management
incentive plan and the distribution to unsecured creditors of any
new common stock and warrants; and first-lien term loan deficiency
claims as well as second-lien notes, unsecured notes and general
unsecured claims against the debtors to be exchanged for either
common stock in the reorganized company and warrants or the value
of unencumbered assets of the company, if any.
If the reorganization follows the restructuring plan it would
reduce Arch's long-term debt by more than $4.5 billion, reducing
total debt-to-EBITDA to about 2x, which would be sustainable even
in a weak environment.
ACI submitted revised projections as an exhibit to its form 8K
filed Jan. 11, 2016, which show a decline in EBITDA from $374
million for the latest 12 months ended Sept. 30, 2015 to $152
million for 2017. Fitch's going-concern estimated EBITDA is about
$200 million, generating a going-concern enterprise value of $1.1
billion using a 5.5x multiple. Under this valuation, the first-lien
senior secured debt including an assumption of 100% utilization
under the $200 million accounts receivable facility and full
drawing of the DIP Facility, has recovery given default at 36%. The
second lien and senior unsecured debt have no recovery.
ARCH COAL: Fitch Withdraws 'C' Rating on Sr. Secured 2nd Lien Notes
-------------------------------------------------------------------
Fitch Ratings has withdrawn the 'C/RR6' ratings on Arch Coal,
Inc.'s (Arch Coal; NYSE: ACI) senior secured second-lien notes and
senior unsecured notes, and has affirmed ACI's IDR at 'D' and
senior secured term loan at 'C/RR4'.
Roughly $5.1 billion in principal amount of debt is affected by
this action.
ACI filed for bankruptcy protection on Jan. 11, 2016 following the
missed payment of $90 million aggregate semi-annual coupons due on
Dec. 15, 2015.
The monthly operating report for Jan. 31, 2016 shows cash and
short-term investments of $612 million and that the term loan
interest is being paid. A $275 million delayed draw
Debtor-in-Possession term loan (DIP Financing) has been approved
and the $200 million accounts receivable facility continues to be
provided to Arch Receivable Company LLC, a subsidiary that is not
party to the bankruptcy filing.
The Restructuring Support Agreement dated as of Jan. 10, 2016 as
amended Feb. 25, 2016 (RSA) with certain holders of the first-lien
term loans remains in effect but has not been approved by the
court. Pursuant to the amendment, Arch is required to obtain court
approval of the assumption of the agreement on or before April 10,
2016, unless otherwise agreed by the required lenders.
Principal terms of the RSA are: extinguishment of the existing
common stock; claims arising from the DIP Financing to be permitted
to be satisfied in cash; claims of the first-lien term loan holders
to be exchanged for a combination of cash and $326.5 million of new
first-lien debt and 100% of the common stock of the reorganized
company, subject to dilution on account of a proposed management
incentive plan and the distribution to unsecured creditors of any
new common stock and warrants; and first-lien term loan deficiency
claims as well as second lien notes, unsecured notes and general
unsecured claims against the debtors to be exchanged for either
common stock in the reorganized company and warrants or the value
of unencumbered assets of the company, if any.
If the reorganization follows the restructuring plan it would
reduce Arch's long-term debt by more than $4.5 billion, reducing
total debt-to-EBITDA to about 2x, which would be sustainable even
in a weak environment.
Recovery Analysis:
ACI submitted revised projections as an exhibit to its form 8K
filed Jan. 11, 2016, which show a decline in EBITDA from $374
million for the latest 12 months ended Sept. 30, 2015 to $152
million for 2017. Fitch's going concern estimated EBITDA is about
$200 million, generating a going-concern enterprise value of $1.1
billion using a 5.5x multiple. Under this valuation, the first-lien
senior secured debt, including an assumption of 100% utilization
under the $200 million accounts receivable facility and full
drawing of the DIP Facility, has recovery given default at 36%. The
second-lien and senior unsecured debt have no recovery.
ARCH COAL: Lenders Waive Termination Event Under Support Deal
-------------------------------------------------------------
Arch Coal, Inc. entered into an amendment to the Restructuring
Support Agreement, dated as of February 25, 2016, which provides
for the waiver of the termination event that would have occurred on
February 25, 2016 as a result of the Debtors not having obtained
Court approval of the assumption of the Restructuring Support
Agreement within 45 days of the Petition Date.
Certain of the Debtors entered into a Restructuring Support
Agreement, dated as of January 10, 2016. The following day, they
sought Chapter 11 creditor protection.
Under the RSA, the Debtors had previously agreed, with the consent
of the Majority Consenting Lenders under the RSA, to adjourn the
Court hearing on the RSA at the request of the official committee
of unsecured creditors appointed in the case. Pursuant to the
Amendment, unless otherwise agreed by the Majority Consenting
Lenders, the Debtors are required to obtain Court approval of the
assumption of the Restructuring Support Agreement on or before the
date that is 90 days from the Petition Date.
The RSA Amendment also provides:
(1) for a waiver of any termination event that otherwise would
occur as a result of the dismissal of the Chapter 11 case of one of
the Company's subsidiaries following the sale of that subsidiary;
and
(2) a 45-day extension of the date after which the Debtors
and the Majority Consenting Lenders may modify the proposed
distributions to holders of unsecured claims if holders of more
than $1.6125 billion of unsecured claims against the Debtors have
not executed a restructuring support agreement substantially in the
form of the Restructuring Support Agreement.
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full- and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debts
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and
Prime Clerk LLC as notice, claims and solicitation agent
The Official Committee of Unsecured Creditors tapped Spencer Fane
LLP and Kramer Levin Naftalis & Frankel LLP as attorneys.
ASSOCIATED WHOLESALERS: Hearing on Exclusivity Extension March 15
-----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware issued a bridge order extending ADI Liquidation, Inc.,
f/k/a AWI Delaware, Inc., et al.'s exclusive period to file a plan
through and including March 9, 2016. The period in which the
Debtors have the exclusive right to solicit acceptances of the
Chapter 11 plan is extended through March 18.
The hearing on the Debtors' request for extension of their
exclusive periods is continued to March 15.
As previously reported by The Troubled Company Reporter, the
Official Committee of Unsecured Creditors objects to the Debtors'
request for an extension of their exclusive right to file
a plan and solicit votes for that plan.
The Committee asserted that given the cost of administration and
unnecessary delays, it is in creditors' best interest to continue
to allow the Debtors to have exclusive control over the plan
process any longer. "The lack of progress demonstrated over the
past five months only reinforces the need to end the Debtors' right
to maintain exclusive control over these cases for the next several
months," the Committee said.
The Committee insisted that the Debtors have had more than enough
time -- and then some -- to move the plan process along but they
have not done so.
The Committee said that in contrast, it has done everything in
its power to move the plan process forward and is ready to proceed
with a plan immediately upon expiration of the Exclusive Periods.
The Committee thus urged the Bankruptcy Court to deny the Exclusive
Periods Extension Motion.
In response to the Committee's objection, the Debtors tell the
Court that "the Committee's purpose in filing the Objection is to
advance what appears to be an attempt to create a false perception
regarding the status of the Debtors' cases in an effort to appease
the Committee's frustration as to the realities of the situation."
The Debtors assert that instead of debating exclusivity, it would
be far more productive and beneficial to all constituencies if the
Debtors and the Committee could instead focus on finalizing the
proposed C&S Settlement and work together on any changes that may
improve the Debtors' Plan.
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.
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.
ATLANTIC & PACIFIC: Court OK's Sale of Store 36708 for $1-Mil.
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., sought and
obtained authority from the U.S. District Court for the Southern
District of New York to sell to AF Norwich, LLC, Store 36708
located at 250 West 90th Street, in Brooklyn, New York, for
$1,000,000.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
The Debtor disclosed total assets of $601,441,108 and total
liabilities of $1,984,459,086 as of the Petition Date.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
The U.S. Trustee for Region 2 appointed seven creditors to serve on
the official committee of unsecured creditors. Pachulski Stang
Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC, as
serves as its financial advisors and bankruptcy consultants.
BTCS INC: Reports $10-Mil. Net Loss for 2015
--------------------------------------------
BTCS Inc. and its subsidiaries posted a net loss of $10,047,036 for
the year ended Dec. 31, 2015, from a net loss of $14,757,016 for
2014.
BTCS said total revenues were $506,190 for 2015 and $38,214 for
2014.
The Company had $3,232,853 in total assets and $6,022,773 in total
liabilities, all current, at Dec. 31. It had $2,789,920 in
shareholders' deficit.
The Company's independent auditors, New York-based Marcum LLP, have
indicated in their report on the Dec. 31, 2015 financial statements
that there is substantial doubt about the Company's ability to
continue as a going concern.
"We have commenced our planned operations but had limited operating
activities to date. We have financed our operations from inception
using proceeds received from capital contributions made by its
members and proceeds in financing transactions," the Company said.
"On January 19, 2015, we raised approximately $433,000 of capital
in a private placement transaction, $20,000 of capital through the
issuance of a promissory note to Michal Handerhan, our Chief
Operating Officer, and $45,000 of capital through the issuance of a
promissory note to a third party. On April 20, 2015, we raised
$2,312,500 of capital in a private placement transaction. On
December 16, 2015, we raised $1,377,500 of capital through the
issuance of convertible notes and warrants. Notwithstanding, we
have limited revenues, limited capital resources and are subject to
all of the risks and uncertainties that are typical of an early
stage enterprise. Significant uncertainties include, among others,
whether we will be able to raise the capital needed to finance
longer term operations and whether such operations, if launched,
will enable us to sustain operations as a profitable enterprise."
"Our working capital needs are influenced by our level of
operations, and generally decrease with higher levels of revenue.
We used approximately $796,533 of cash in its operating activities
for the year ended December 31, 2015. We incurred approximately a
$10 million net loss for the year ended December 31, 2015. We had
cash of approximately $125,000 and a working capital deficiency of
approximately $5.9 million at December 31, 2015. We expect to incur
losses into the foreseeable future as it undertakes its efforts to
execute its business plans.
"We will require significant additional capital to sustain
short-term operations and make the investments needed to execute
our longer term business plan. Our existing liquidity is not
sufficient to fund operations and anticipated capital expenditures
for the foreseeable future. If we attempt to obtain additional debt
or equity financing, it cannot provide assurance that such
financing will be available to us on favorable terms, if at all.
"Because of recurring operating losses, net operating cash flow
deficits, and an accumulated deficit, there is substantial doubt
about our ability to continue as a going concern."
The Company added, "We plan to further establish and expand a low
cost transaction verification services business (bitcoin mining)
and believe this will provide revenue growth and synergies with our
platform development efforts. During January 2015, we entered into
a two year lease for an 83,000 square foot facility. Additionally
we have the option to purchase the property for $775,000 less the
$10,000 security deposit and all lease payments. With minimal
improvements, the new facility is anticipated to handle over 10
megawatts (mw) of power and can potentially house up to 40,000 TH/s
of mining servers. Transaction verification entails running ASIC
(application-specific integrated circuit) servers which solve a set
of prescribed complex mathematical calculations in order to add a
block to the Blockchain and thereby confirm bitcoin transactions.
When we are successful in adding a block to the Blockchain, we are
awarded a fixed number of bitcoins for our effort. Over time it is
anticipated that the rewarded value of adding a block to the
Blockchain will decrease, and we expect to charge transaction fees
to verify transactions. Given the size and low cost of our facility
and electricity, we are also evaluating offering hosted mining
services as well as traditional data center services."
A copy of the Company's Form 10-K report is available at
http://is.gd/JsiQ8F
BTCS is an early entrant in the digital currency ecosystem and one
of the first U.S. publicly traded companies to be involved with
digital currencies. On July 24, 2015, the Company effected a
change in its name from Bitcoin Shop, Inc. to BTCS Inc. On August
3, 2015, the Company's common stock began trading on the OTC
Markets under the new name and with a new CUSIP (05581M 107), but
retained the stock symbol "BTCS."
BUFFETS LLC: Alamo CRG Providing Up to $4M Financing
----------------------------------------------------
Buffets, LLC, and its debtor affiliates are seeking permission from
the Bankruptcy Court enter into a note and security agreement with
Alamo CRG, LLC, which is also the proposed purchaser of the new
equity to be issued under the Debtors' proposed plan. The Debtors
will use the proceeds of the credit facility for payroll,
landlords, inventory purchases, and bankruptcy professionals
expenses.
In papers filed with the Court, the Debtors said the DIP Lender has
agreed to provide $2,000,000 in financing. Subsequent advances up
to an additional $2,000,000 may be made at the Lender's
discretion.
Interest on the Loan will accrue at a rate of 7% per annum and,
upon default, 10% per annum, and will be paid on the first day of
each month.
The Debtors' obligations under the DIP Note will be payable on
demand of the DIP Lender, or upon the Maturity Date, which will be
180 days after the Petition Date, unless extended in writing by the
DIP Lender.
A fee of 1% or $20,000 will be due at origination. In addition,
legal fees for up to $10,000 in connection with the Loan will
likewise be reimbursed to the Lender.
The Loan will be secured by a blanket lien on all assets of the
Debtors and will be entitled to super-priority status.
Events of default under the DIP Note include, but not limited to,
failure to make payments to the DIP Lender as required under the
DIP Note, dismissal or conversion of the Cases, appointment of a
trustee, allowance of a surcharge against the DIP Lender, failure
to obtain confirmation on the schedule required under the DIP Note
or confirmation of a plan that is not acceptable to the DIP Lender,
and failure to obtain approval of the Transaction Termination Fee.
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.
In Aug. 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 have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BUFFETS LLC: Appoints Donlin Recano as Claims and Noticing Agent
----------------------------------------------------------------
Buffets, LLC, et al., seek permission from the Bankruptcy Court to
hire Donlin, Recano & Company, Inc. as its claims and noticing
agent in order to assume full responsibility for the distribution
of notices and the maintenance, processing and docketing of proofs
of claim filed in their Chapter 11 cases.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
20,000 entities to be noticed. In view of the number of
anticipated claimants and the complexity of their businesses, the
Debtors assert that the appointment of a claims and noticing agent
is both necessary and in the best interests of both their estates
and their creditors.
Donlin Recano's professional service rates are:
Title Rate/Hour
----- ---------
Senior Bankruptcy Consultant $165
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
The Debtors request that the undisputed fees and expenses incurred
by Donlin Recano in the performance of the services be treated as
administrative expenses of their Chapter 11 estates and be paid in
the ordinary course of business without further application to or
order of the
Court.
Prior to the Petition Date, the Debtors provided Donlin Recano a
retainer in the amount of $25,000. Donlin Recano seeks to first
apply the retainer to all pre-petition invoices, thereafter, to
have the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Engagement Agreement
during the Chapter 11 cases as security for the payment of fees and
expenses under the Engagement Agreement.
Donlin Recano 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 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.
In Aug. 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 have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BUFFETS LLC: Asks for April 20 Deadline to File Schedules
---------------------------------------------------------
Buffets, LLC, et al., ask the Bankruptcy Court to:
(i) extend the time within which they must file their
(a) statement of financial affairs, (b) schedule of assets
and liabilities, (c) schedule of current income and
expenditures, and (d) schedule of executory contracts and
unexpired leases by an additional 30 days through April 20,
2016;
(ii) authorize the Office of the United States Trustee for the
Western District of Texas to schedule the meeting of
creditors under Section 341 of the Bankruptcy Code after
the 40 day deadline imposed by Bankruptcy Rule 2003(a);
and
(iii) allow them to file Schedules and Statements to reflect
assets and liabilities as of March 2, 2016.
The Debtors said they have begun compiling the information required
to complete their Schedules and Statements. Nevertheless, as a
consequence of the complexity of their business operations, coupled
with the limited time and resources available, they have not yet
finished gathering such information.
"Given the numerous critical operational matters that the Debtors'
accounting and legal personnel must address in the early days of
this Chapter 11 Case, and the volume of information that must be
reviewed, prepared, and included in their Schedules and Statements,
the Debtors anticipate that they will be unable to complete their
Schedules and Statements within the time required under Bankruptcy
Rule 1007," according to David W. Parham, Esq., at Akerman LLP,
attorney for the Debtors.
Buffets, et al., anticipate that the United States Trustee will
soon schedule the meeting of creditors required by Section 341 of
the Bankruptcy Code in accordance with Bankruptcy Rule 2003(a), but
that the United States Trustee may desire to instead schedule the
meeting after the 40-day period. To the extent that relief is
necessary, the Debtors also request that the Court authorize the
United States Trustee to schedule the Section 341 meeting after the
40-day deadline.
The Debtors operate on a weekly accounting cycle beginning Thursday
and ending Wednesday of the following week. The Debtors last
complete Weekly Accounting Cycle as of the Petition Date ended on
Wednesday, March 2, 2016. Thus, the Debtors seek permission to
file Schedules and Statements to reflect assets and liabilities as
of March 2, 2016.
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.
In Aug. 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 have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BUFFETS LLC: Files Motion to Reject 101 Store Leases
----------------------------------------------------
Buffets, LLC, intends to reject 101 non-residential real property
leases nunc pro tunc to the Petition Date and abandon any of their
personal property remaining on the premises.
As disclosed in a Court filing, the locations were unprofitable,
and the Debtors no longer have any ongoing operations at the leased
premises under the Real Property Leases, and thus cannot continue
to service the obligations under the Real Property Leases. The
continuation of the leases would cause the Debtors to incur
expenses for which their estates would receive no value.
Prior to closing of the stores that were the subject of the Real
Property Leases, the Debtors removed all personal property of any
value that was present on site.
A list of the Real Property Leases subject for rejection is
available for free at:
http://bankrupt.com/misc/11_BUFFETS_FirstOmniReject.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.
In Aug. 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 have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BUFFETS LLC: Noteholders Consent to Cash Collateral Use
-------------------------------------------------------
Buffets LLC, et al. seek authority from the Bankruptcy Court to use
cash collateral of their prepetition secured creditors to fund
ongoing operations. The Debtors said they require immediate access
to the cash collateral to, among other things, fund any interim
obligations while the debtor-in-possession financing is
forthcoming.
According to the Debtors, noteholders Alamo CRG, LLC; Larrac Inv.,
LLC; Dayspring Operating, LLC; All Jones, LLC; BPTX Holdings, LLC;
and FMP SA Management Group, LLC have all consented to the use of
their cash.
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.
In Aug. 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 have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BUFFETS LLC: To Implement Procedures for Payment of Vendor Claims
-----------------------------------------------------------------
Buffets, LLC, et al., intend to establish procedures by which they
may pay prepetition claims of certain vendors that are critical to
the operations of their business.
The Debtors said they are in the process of evaluating the several
thousands of goods and services vendors likely to have outstanding
claims against them as of the Petition Date. The Debtors are also
in the process of analyzing which of their providers of goods or
services are necessary to their ability to operate their business.
The proposed procedures provide that:
(a) To the extent an entity claims a lien against property of
any of the Debtors' estate to secure a Critical Vendor
Claim and to the extent payment of such Critical Vendor
Claim is, in the exercise of the Debtors' business
judgment, in the best interests of their estates, the
Debtors are authorized to pay up to 75% of such Critical
Vendor Claim (with the balance agreed to be treated as an
unsecured claim). The Debtors shall file with the Court
and provide to the United States Trustee for the Western
District of Texas, and any committee approved under Section
1102 of the Code an accounting, itemized by claims paid, of
any debts paid.
(b) To the extent an entity asserts any Critical Vendor Claim,
the payment of which the Debtors, upon advice of counsel,
reasonably believe would be authorized under existing laws
related to critical vendors and payment is in the best
interests of the estates, the Debtors may pay up to 75% of
such claim (with the balance to be treated as an unsecured
claim). The Debtors shall file with the Court, and provide
to the Notice Parties an accounting of each such claim
paid, including the bases on which payment of such claim is
warranted under existing law. Upon motion of any party in
interest filed within 30 days of such accounting, the
Debtors shall be required to show cause why payment of such
claim should be deemed by the Court to be properly
authorized. If the Court determines that a payment was not
properly authorized, the Debtors are authorized to,
in their discretion and without further order of the Court,
declare that payments made to such Critical Vendor on
account of its Critical Vendor Claim shall be deemed to
have been in payment of then outstanding postpetition
claims of such vendor without further order of the Court or
action by any person or entity. In addition, such Critical
Vendor shall immediately repay to the Debtors any payments
made to it on account of its prepetition claim to the
extent that the aggregate amount of such payments exceed
the postpetition obligations then outstanding, without the
right of any setoffs, claims, provision for payment of
reclamation or trust fund claims, or otherwise.
(c) Any entity provided with a copy of the Order authorizing
these procedures shall be deemed on notice that a refusal
to provide postpetition goods, or services to the Debtors
by reason of non-payment of any prepetition debt, and
despite assurance, in the form of a deposit or prepayment,
that such entity will suffer no loss through provision of
postpetition goods or services, absent good cause,
constitutes a willful violation of Section 362(a)(6) of the
Code.
As a prerequisite to payment of any Critical Vendor Claim, the
Debtors intend to require Critical Vendors to agree to transact
with the Debtors postpetition on Customary Trade Term.
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.
In Aug. 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 have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
CAESARS ENTERTAINMENT: Trial Suspended Until Completion of Probe
----------------------------------------------------------------
Steven Church, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that Caesars Entertainment Corp. doesn't have to face a
trial next month that could have pushed the casino company into
bankruptcy alongside its insolvent operating unit.
According to the report, the judge overseeing the operating unit's
bankruptcy agreed to suspend the New York lawsuit until 60 days
after a court-ordered investigation of creditor claims against
Caesars is completed. The ruling is one of the biggest legal
victories for Caesars and the operating unit, temporarily removing
a risk that gave leverage to disgruntled bondholders in stalled
settlement talks, the Bloomberg report noted.
U.S. Bankruptcy Judge A. Benjamin Goldgar found that if Caesars
lost to bondholders in the New York trial "the chances of a global
settlement in the CEOC bankruptcy will be slim. The chances of a
settlement that CEC funds will be nil," the report cited.
Bondholders, however "stand to lose nothing but time if an
injunction is granted -- and not much time at that," Judge Goldgar
wrote in his decision.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and Restated Restructuring Support and Forbearance Agreement,
dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and
the Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
CARMIKE CINEMAS: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings,
including the 'B+' corporate credit rating, on Columbus Ga.-based
movie theater exhibitor Carmike Cinemas Inc. on CreditWatch with
negative implications.
"The CreditWatch placement follows AMC Entertainment Holdings
Inc.'s announcement that it has entered into a definitive agreement
to acquire Carmike in a transaction valued at $1.1 billion," said
Standard & Poor's credit analyst Jeanne Shoesmith. The combined
company will own and operate 600 theatres in 45 states and the
District of Columbia before any required divestitures. Although
there isn't a large degree of market overlap, the combined entity
would be the largest movie theater exhibitor in the U.S., which
could create regulatory concerns.
Although Carmike's current business risk profile assessment is
weak, S&P views the combined company's business risk profile as
fair, based on its increased size, scale, and diversification of
exhibition assets. This should provide some benefit in film rental
and concession negotiations for the combined entity.
AMC plans on assuming $230 million of Carmike's senior secured
notes and financing the remaining $830 million of consideration and
fees with cash. S&P expects AMC to fund the cash component with
cash on the balance sheet and the issuance of incremental debt. As
a result, S&P expects the combined company's adjusted leverage to
be above its 5x leverage threshold for an aggressive financial risk
profile assessment when the transaction closes. Leverage, pro forma
for the transaction and $35 million of identified synergies, will
increase to roughly 5.3x.
In resolving our CreditWatch placement, S&P will evaluate the
combined company's ability to integrate the acquired theaters. In
addition, S&P will assess the combined company's financial risk
profile and evaluate its financial policy and ability to reduce
debt to EBITDA below 5x on a sustained basis within one year of the
transaction's closing. S&P expects the transaction to close in the
fourth quarter of 2016.
CENTRAL STATES PENSION: Senate Hearing to Offer Forum on Rescue
---------------------------------------------------------------
David B. Brandolph, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that a bipartisan group of Senate Finance
Committee members have called proposed benefit cuts by the Central
States Pension Fund "devastating" and said they could set a
"dangerous precedent," presaging a possible verbal barrage against
the fund's rescue plan and the law authorizing it during a full
committee hearing set for March 1.
According to the report, seven members of the committee, including
two Republicans, joined a group of 25 U.S. Senators who in a letter
in February urged Treasury Department Special Master Kenneth
Feinberg to protect the benefits of the thousands of retirees and
families who could be harmed by the Central States, Southeast and
Southwest Areas Pension Fund's proposed benefit cuts, authorized
under the Multiemployer Pension Reform Act.
The Central States fund became the first multiemployer plan to file
for a rescue under the MPRA, also known as the Kline-Miller Act,
when it filed its application with the Treasury last Sept. 25, the
report related.
CHICAGO STATE UNIVERSITY: Ill. Solons Fail to Override Rauner Veto
------------------------------------------------------------------
Elizabeth Campbell, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Illinois lawmakers failed to override
Governor Bruce Rauner's veto of a bill providing $721 million for
colleges, leaving schools under pressure because of the escalating
political fight that has left the state without a budget for more
than eight months.
According to the report, the measure, originally passed by the
Democrat-led legislature in January, would have funded community
colleges and the Monetary Award Program, which provides
scholarships for low-income college students. Mr. Rauner, a
Republican, vetoed the bill on Feb. 19, saying it spends money the
state doesn't have, the report noted. Lawmakers in the House were
unable to secure the votes needed to override the governor, despite
its passage in the Senate, the report said.
As previously reported by The Troubled Company Reporter, citing
Bloomberg Brief, the university in Chicago's South Side is on the
brink of running out of money as soon as March because of
Illinois's budget impasse, providing the most prominent example yet
of the consequences of the seven-month political standoff.
According to the report, the 5,200-student institution founded in
1867, is considering drawing up a financial exigency plan,
equivalent to college bankruptcy, as soon as next month, according
to Tom Wogan, a spokesman. The move would be a first step to keep
the school afloat as it hemorrhages cash to cover the loss of
state
funds, the report related. All options are on the table to get
through the current semester, including missing payments on $12
million of outstanding tax-exempt bonds, he said, the report
added.
The school, with a 70 percent black student body, would become the
most visible casualty of the stalemate between Republican Governor
Bruce Rauner, a former private-equity executive, and legislative
Democrats, with leaders from Chicago, over a spending plan for the
year that began July 1, the report noted. While other public
universities can draw on endowments or raise funds from alumni as
the impasse persists, that's not the case at Chicago State, whose
students count on federal and state grants, the report noted.
CURTIS JAMES JACKSON: Rick Ross Defends "In Da Club" Remix
----------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
lawyers for for rapper Rick Ross, whose real name is William
Leonard Roberts II, are defending his decision to take snippets of
rival 50 Cent's popular "In Da Club" song and mix them into a
promotional bit for his "Black Market" album, which was released in
December.
According to the Journal, in court papers filed in February, Mr.
Ross's lawyers asked a federal judge to dismiss a lawsuit from 50
Cent, who said that 45 seconds of his "vocal performance" were
illegally used from the recognizable anthem that helped his "Get
Rich or Die Tryin'" album go multi-platinum and led to his Grammy
nomination.
But lawyers for Mr. Ross said in court papers that Mr. Ross's
reference to 50 Cent "did not create any blurring or
association…that would harm his trademark," the Journal said,
citing documents filed in U.S. Bankruptcy Court in Hartford, Conn.
Judge Ann Nevins agreed to go over the arguments in the lawsuit at
a March 17 hearing, the Journal related.
Curtis James Jackson, III, aka 50 Cent, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on
July 13, 2015.
DETROIT, MI: Judge Rhodes Appointed to Lead Troubled Schools
------------------------------------------------------------
Brian Chappatta, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Steven Rhodes, who oversaw Detroit's
record municipal bankruptcy, was appointed by Governor Rick Snyder
to lead the city's cash-strapped school system as state lawmakers
work to bolster its finances.
According to the report, Judge Rhodes will oversee the operations
of the school district, which faces a financial emergency, Gov.
Snyder said in a statement. The schools have reached their
borrowing limit and won't be able to take on more debt to pay bills
when money runs out in April if lawmakers don't restructure some of
its $2 billion of obligations, state officials said in February,
the report related.
The Troubled Company Reporter, on Feb. 25, 2016, citing Bloomberg
Brief, reported that Detroit's public schools have reached their
borrowing limit and won't be able to take on more debt to pay bills
when money runs out in April if Michigan lawmakers don't
restructure some of its $2 billion of obligations, state officials
said.
According to the report, though the district has borrowed when it
ran out of money before, it has reached the statutory limit of its
ability to do that, said Terry Stanton, spokesman for Michigan's
Treasury Department. This month the amount of state aid that's
siphoned off to service debt will jump to roughly what is spent on
salaries and benefits, pressuring the district's ability to pay
its
bills in April, the report related.
The district may have to stop paying workers if lawmakers fail to
reach an agreement, the report cited Peter Wills, chief of staff
to
state Senator Goeff Hansen, the Republican sponsor of
restructuring
legislation, as saying.
About the City of Detroit
The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers appointed in
the case is represented by Dentons US LLP. Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.
Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.
Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.
DIGIPATH INC: Reports $1.73 Mil. Net Loss in Dec. 31 Quarter
------------------------------------------------------------
DigiPath, Inc. posted a net loss of $1,732,861 for the fiscal first
quarter ended December 31, 2015, from a net loss of $1,699,602 for
the same period in 2014.
DigiPath reported revenues of $102,136 for the recent quarter, down
from $173,758 in 2014.
The Company had total assets of $1,531,827 against total
liabilities, all current, of $48,066 at Dec. 31.
The Company noted that it has incurred recurring losses from
operations resulting in an accumulated deficit of ($8,465,373), and
as of Dec. 31, 2015, the Company's cash on hand may not be
sufficient to sustain operations.
"These factors raise substantial doubt about the Company's ability
to continue as a going concern. Management is actively pursuing new
customers to increase revenues. In addition, the Company is
currently seeking additional sources of capital to fund short term
operations. Management believes these factors will contribute
toward achieving profitability," DigiPath said.
A copy of the Company's Form 10-Q Report is available at
http://is.gd/oRcrN9
Las Vegas, Nevada-based DigiPath, Inc. supports the cannabis
industry's best practices for reliable testing, cannabis education
and training, and brings unbiased cannabis news coverage to the
cannabis industry.
Anton & Chia, LLP, in a January 13, 2016 letter to the board of
directors and stockholders of DigiPath, Inc., expressed substantial
doubt about the company's ability to continue as a going concern.
The firm audited the consolidated balance sheets of the company as
of September 30, 2015 and 2014 and the related consolidated
statements of operations and comprehensive loss, statement of
stockholders' equity and cash flows for the years then ended.
Anton & Chia pointed out that the company has recurring losses and
insufficient working capital, which raises substantial doubt about
its ability to continue as a going concern.
EAGLE BULK: Lenders Extend Forbearance
--------------------------------------
Jacqueline Palank and Stephanie Gleason, writing for Dow Jones'
Daily Bankruptcy Review, reported that lenders to Eagle Bulk
Shipping Inc. gave it a few more days to negotiate a deal to boost
its liquidity and avoid default.
According to the report, in a regulatory filing March 7, the
shipping company said lenders extended a forbearance agreement to
the end of March 8.
About Eagle Bulk Shipping
With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq:
EGLE) provides ocean-borne transportation services for a broad
range of major and minor "dry bulk" cargoes, including iron ore,
coal, grain, cement, and fertilizer, along worldwide shipping
routes. Each of Eagle's 45 vessels is flagged in the Marshall
Islands and owned by a separate wholly-owned subsidiary organized
as a limited liability company under the Marshall Islands.
On Aug. 6, 2014, Eagle Bulk entered into a restructuring support
agreement with certain of its lenders regarding the terms of a
balance sheet restructuring that will reduce debt by $975 million.
To implement the restructuring, Eagle Bulk, the parent company,
commenced a voluntary "prepackaged" chapter 11 case (Bankr.
S.D.N.Y. Case No. No. 14-12303). The case has been assigned to
the Honorable Sean H. Lane. The Chapter 11 filing does not
include any of Eagle Bulk's operating or management subsidiaries.
The Company estimated $850 million to $950 million in assets and
debt of $1.21 billion as of the Petition Date.
The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod,
Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy
counsel, Moelis & Company as financial advisor and investment
banking advisor, Alvarez & Marsal as restructuring advisors, and
PricewaterhouseCoopers LLP as its accountant and auditor. Eagle
Bulk's noticing agent is Kurtzman Carson Consultants.
Wilmington Trust (London) Limited, solely in its capacity as
successor agent and security trustee under a 2012 credit
agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss
Rifkind Wharton & Garrison LLP.
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York, on Sept. 22, 2014, issued a findings of
fact, conclusions of law and order approving the disclosure
statement and confirming the prepackaged plan of reorganization
filed by Eagle Bulk Shipping Inc.
Eagle Bulk Shipping Inc. notified the U.S. Bankruptcy Court for
the Southern District of New York that on Oct. 15, 2014, the
Effective Date of its Prepackaged Plan of Reorganization occurred,
and the Plan was substantially consummated.
ENCINO CORPORATE: US Trustee to Continue 341 Meeting on April 13
----------------------------------------------------------------
The Office of the U.S. Trustee will continue the meeting of
creditors of Encino Corporate Plaza LP on April 13, 2016, at 10:00
a.m.
The meeting will take place at Room 100, 21041 Burbank Boulevard,
Woodland Hills, California, according to a filing with the U.S.
Bankruptcy Court for the Central District of California.
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 Encino Corporate
Encino Corporate Plaza, L.P. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Calif. Case No. 15-14234) on Dec. 31, 2015. The
petition was signed by Raymond Yashouafar as manager of Lyon-GP,
LLC, its general partner. The Debtor estimated assets of $50
million to $100 million and liabilities of $10 million to $50
million. Lewis R. Landau Attorney at Law represents the Debtor as
counsel. Judge Geraldine Mund presides over the case.
EXTREME PLASTICS: Court Approves Joint Administration of Cases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the joint administration of the Chapter 11 cases of Extreme
Plastics Plus, Inc. and EPP Intermediate Holdings, Inc., for
procedural purposes only.
The cases will be administered under the case of Extreme Plastics
Plus, Inc., Case No. 16-10221.
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt. EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.
EXTREME PLASTICS: Hearing on Access to Cash Collateral March 11
---------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware issued a second interim order authorizing
Extreme Plastics Plus, Inc., et al., to use cash collateral
securing their indebtedness from Citizens Bank of Pennsylvania as
agent for a consortium of lenders.
The Debtors may use Cash Collateral through and including the
earlier of (A) March 11, 2016, and (B) the time when the Agent's
consent to the Debtors' use of Cash Collateral is terminated. The
amount of the Cash Collateral usage during the period must not
exceed in the aggregate of $2,861,143, plus the amounts to be paid
to the Agent.
A final hearing on the Cash Collateral Motion and any objections
will be held on March 11.
A full-text copy of the Second Interim Order with Budget is
available at http://bankrupt.com/misc/EPPIcashcolord0225.pdf
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt. EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors. The Committee selected Reed
Smith LLP as counsel.
EXTREME PLASTICS: Taps Sullivan Hazeltine as Bankruptcy Counsel
---------------------------------------------------------------
Extreme Plastics Plus, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Sullivan
Hazeltine Allinson LLC as bankruptcy counsel nunc pro tunc to the
Petition Date.
Sullivan will:
1. provide legal advice regarding the rules and practices of the
Court applicable to the Debtors' powers and duties as
debtors-in-possession under the Bankruptcy Code;
2. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defense of any action commenced against the
debtors, negotiations concerning all litigation in which the
Debtors are or may become involved, and objections to claims filed
against the Debtors' estates;
3. prepare and review on behalf of the debtors all motion,
applications, answers, order, reports and papers necessary to the
administration of the estate;
4. appear before the Court, any appellate courts, and the U.S.
Trustee and protect the interest of the Debtors' estates before the
Courts and the U.S. Trustee;
5. perform any other necessary legal services and provide all
other necessary legal advice to the Debtors in connection with the
cases.
Subject to Court approval under Section 330(a) of the Bankruptcy
Code, compensation will be payable to Sullivan Hazeltine on an
hourly basis, plus reimbursement of actual, necessary expenses and
other charges incurred by the firm.
The specific attorneys and legal assistants designated to represent
the Debtors and their hourly rates are:
William D. Sullivan, Member $425
William A. Hazeltine, Member $375
Elihu E. Allison, III, member $350
Heidi M. Coleman, paralegal $150
As of the Petition Date, the Debtors did not owe Sullivan Hazeltine
any amounts for legal services rendered before the Petition Date
and thus Sullivan is not a creditor of the Debtor.
Sullivan received a total amount of $125,000 prior to the Petition
Date as retainer for legal services rendered and expenses
incurred.
The Debtors' remaining balance held in Sullivan's trust account is
$99,331 which will be held pending further order of the Court.
To the best of the Debtors' knowledge, Sullivan is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
William D. Sullivan, Esq.
William A. Hazeltine, Esq.
Elihu E. Allinson III
SULLIVAN HAZELTINE ALLISON LLC
901 North Market Street, Suite 1300
Wilmington, DE 19801
Tel: (302) 428-8191
Fax: (302) 428-8195
E-mail: bsullivan@sha-llc.com
whazeltine@sha-llc.com
zallinson@sha-llc.com
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt. EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.
EXTREME PLASTICS: U.S. Trustee Appoints Five-Member Committee
-------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Extreme Plastics Plus, Inc., and its
debtor affiliates.
The Committee members are:
1. GSE Lining Technology
Attn: Daniel Storey
19103 Gundle Rd.
Houston, TX 77073
Tel: (281) 230-6733
2. Solmax
Attn: Joanne Belanger
2801 Marie-Victorin
Varennes (Quebec), Canada, J3X1P7
Tel: (450) 929-1234 extn 204
Fax: (450) 929-2547
3. Bergad Inc.
Attn: Paul Bergad
11858 State Route 85
Kittanning, PA 16201
Tel: (724) 763-2883
Fax: (866) 262-4217
4. Lee Tech Solutions LLC
Attn: Bryan Henderson
P.O. Box 989
Aledo, TX 76008
Tel: (817) 805-6405
5. Rexer's LLC
Attn: Richard J. Rexer
8724 Route 220
Dushore, PA 18614
Tel: (570) 928-9355
Fax: (570) 928-7247
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt. EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
EXTREME PLASTICS: Wants to Hire Opportune LLP as Crisis Managers
----------------------------------------------------------------
Extreme Plastics Plus, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Opportune LLP
as crisis managers, nunc pro tunc to the Petition Date.
The Debtors also seek permission to designate Ryan Bouley as chief
restructuring officer. The CRO will devote the time to the
performance of his services thereunder, including onsite
involvement at the Debtors' offices, as he determines appropriate
in hid sole discretion.
Subject to the business judgment and fiduciary responsibilities and
with the assistance of the president and chief executive officer of
the Debtors, and the Debtors' other executive officers, the CRO
will:
1. assume a lead management position in guiding the Debtors
through their reorganization efforts and the evaluation,
development, negotiation and implementation of the restructuring
efforts;
2. determine the retention and use of other
restructuring-related professionals in the cases;
3. granted authority to evaluate, implement and manage cost
reduction measures, operational improvement and capital structure
optimization measures necessary to preserve and maximize the value
and efficiency of the Debtors.
Opportune and Mr. Bouley will provide to the Debtors will be
appropriately directed by the Debtors so as to avoid duplication of
efforts among other professionals.
Their hourly rates are:
CRO $795
Partner $695
Managing Directors $595
Directors $505
Managers $450
Senior Consultants $350
Consultants $280
Administrative $220
The Debtors also agreed to reimburse the firm's out of pocket
expenses.
Opportune receive an initial retainer of $150,000 on Dec. 8, 2015
from the Debtors. On Jan 29, 2016, Opportune received an
additional retainer of $200,000 from the Debtors. As of the
Petition Date, no amounts were due or outstanding.
To the best of the Debtors' knowledge, neither the firm nor Mr.
Bouley holds nor represents an interest adverse to the Debtors'
estates.
The firm may be reached at:
Ryan Bouley
Managing Director
OPPORTUNE LLP
Email: rbouley@opportune.com
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt. EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.
FELD LIMITED: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Feld Limited Partnership filed with the U.S. Bankruptcy Court for
the Eastern District of Wisconsin a list of creditors with 20
largest unsecured claims and are not insiders, disclosing:
Name of Creditor Nature of Claim Amount of Claim
---------------- --------------- ---------------
AMA Heating & Air Conditioning Goods or services $373
Anthem Blue Cross Employee Health $6,199
Insurance Payments
Associated Bank Checking $7,057,817
200 N. Adams Street
P.O. Box 19006
Green Bay, WI
54307-9006
Attorney Jon Anderson Legal Services $8,000
Brown County Treasurer Property Tax $268,125
Chase Cardmember Service Credit Card $3,478
DL Couch Goods or services $902
Green Bay Water Utilities $949
Internal Revenue Service Fed Payroll Taxes $1,846
LaPlant Goods and Services $1,504
Larry W. Kemp Wages $1,891
Midwest Moulding & Door Goods and Services $1,802
Otis Elevator Company Goods and Services $835
Schenck & Associates Services $6,500
Sign Solutions Goods and Services $382
Thomas A. Klatt Wages $327
Vernon J. Goin Mortgage $50,000
VL roofing & Sheet Metal Inc. Goods and Services $325
Wisconsin Department of Revenue State Payroll Taxes $1,361
Wisconsin Public Service Goods and Services $1,324
About Feld Limited Partnership
Feld Limited Partnership, engaged in the business of leasing and
managing real properties in the Madison and Green Bay areas, filed
a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No.
16-20826) on Feb. 3, 2016. Dennis J. Feld signed the petition as
general partner. The Debtor disclosed total assets of $15.17
million and total debts of $7.50 million. Steinhilber, Swanson,
Mares, Marone & McDermott serves as the Debtor's counsel.
FOREST PARK FORT WORTH: Seeks to Obtain $7-Mil. DIP Loan from THF
-----------------------------------------------------------------
Forest Park Medical Center at Forthwith LLC seeks authority from
the Bankruptcy Court to obtain secured post-petition financing in
the form of a senior revolving line of credit from Triumph
Healthcare Finance in an amount not to exceed $7 million.
The Debtor tells the Court that the DIP Loan is necessary in order
for the Debtor to pay down existing loans as well as to provide
working capital and/or general corporate purposes of the Debtor to
continue its operations and preserve its estate. The Debtor owes
$2.55 million to Jefe Plover Interests, Ltd.
The DIP Loan will bear an interest rate of 5.5% plus the base rate
per annum, which Base Rate will be subject to a floor of 2%. The
DIP Loan also includes a commitment fee of 1.5% of the total credit
facility due, unused line fee of 0.5% per annum of the unused
portion of the Senior Revolving Line of Credit, and a collateral
monitoring fee of $1,500 per month.
The Debtor will grant THF a blanket security interest in all of its
assets, except the Equipment in the Hospital, which is leased from
Forest Park I and Forest Park II. The Debtor will also grant THF
superpriority security interest which will prime any security
interest asserted by Jefe Plover, Forest Park I and Forest Park
II.
Forest Park Medical Center at Forthwith LLC is represented by:
J. Robert Forshey, Esq.
Jeff P. Prostok, Esq.
Suzanne K. Rosen, Esq.
FORSHEY & PROSTOK, L.L.P.
777 Main Street, Suite 1290
Fort Worth, Texas 76102
Telephone: (817) 877-8855
Facsimile: (817) 877-4151
Email: bforshey@forsheyprostok.com
jprostok@forsheyprostok.com
srosen@forsheyprostok.com
About Forest Park Medical
Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned
Texas limited liability company that owns and operates the Forest
Park Medical Center, a state of the art medical facility, including
private rooms, family suites and intensive care rooms located in
West Fort Worth, Texas. The hospital employs 175 persons on a
full-time or part-time basis. The hospital offers a broad range of
surgical services.
Forest Park Medical Center at Fort Worth filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft.
Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides
over the case.
The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.
J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald
Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves
as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and
Chiron Financial Group, Inc. as co-investment bankers.
Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the
Debtor's hospital in Forth Worth. Vibrant is the manager of the
hospital operations of Debtor, and FPMC Services employs the
employees at Debtor's hospital and those dedicated to servicing the
hospital's "back office" operations. They are represented by
William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert
M. Millimet, Esq., at Brewer, Attorneys & Counselors.
An Official Committee of Unsecured Creditors has been appointed in
this case by the United States Trustee, and is represented by Cole
Schotz PC and Arent Fox, LLP lawyers. CohnReznick serves as the
panel's financial advisors. The Committee consists of (i) Pro
Silver Star Limited; (ii) Summit Spine, LLC; and (iii) Vintage
Medical, LLC. The Committee selected Pro Silver to serve as
Committee Chairperson.
FOREST PARK SOUTHLAKE: Court OKs April 26 Auction of Hospital
-------------------------------------------------------------
Forest Park Medical Center at Southlake, LLC sought and obtained
from the U.S. Bankruptcy Court for the Northern District of Texas,
Fort Worth Division, approval of its bidding procedures for the
sale of substantially all of the Debtor's 54-bed hospital in
Southlake, Texas, and other assets.
To optimally and expeditiously solicit, receive, and evaluate bids
in a fair and accessible manner, the Debtor has developed and
proposed bidding procedures to govern the sale process.
The Bidding Procedures provide that the Assets will be sold free
and clear of all liens, claims, encumbrances and other interests,
and that all of the Assets will be transferred on an "as is,"
"where is," and "with all faults" basis.
The Bidding Procedures contain, among others, the following
material terms:
(a) Initial Bid Deadline: No later than March 25, 2016 at 5:00
p.m.
(b) Selection of a Lead Bidder: After the Initial Bid Deadline
has passed, the Debtor and DIP Lender will determine which Letter
of Intent constitutes the highest and best offer for the Debtor's
Assets. On or before April 8, 2016, the Debtor will negotiate a
signed definitive purchase agreement and sale agreement ("Initial
APA") acceptable to the DIP Lender.
(c) Filing of Sale Motion: On or before April 10, 2016, the
Debtor will file a motion with the Court seeking approval of a sale
to the Lead Bidder pursuant to the Initial APA, subject to higher
and better Bids at the Auction.
(d) Auction: April 26, 2016 at 10:00 a.m.
(e) Final Bid Deadline: April 22, 2016 at 5:00 p.m.
(f) Sale Hearing: May 2, 2016.
(g) Closing: The Closing will take place as soon as
practicable after the entry of the Sale order, but in no event
later than May 18, 2016.
The Debtor contends that the Bidding Procedures provide an adequate
framework for selling the Assets and will enable the Debtor to
review, analyze and compare all bids received to determine which
bid is in the best interests of the Debtor's estate and creditors.
Forest Park Medical Center at Southlake, LLC's attorneys:
Stephen M. Pezanosky, Esq.
Ian T. Peck, Esq.
Jarom J. Yates, Esq.
HAYNES AND BOONE, LLP
301 Commerce Street, Suite 2600
Fort Worth, TX 76102
Telephone: (817)347-6600
Facsimile: (817)347-6650
E-mail: stephen.pezanosky@haynesboone.com
ian.peck@haynesboone.com
jarom.yates@haynesboone.com
Sale Milestones
In seeking approval of the proposed timeline, the Debtor pointed
out that in exchange for the DIP Financing from GAHC3 Southlake DIP
Lender, LLC,, the Debtor is required to, among other things: (i)
file the Bidding Procedures Motion and obtain entry of the Bidding
Procedures Order in a form acceptable to the DIP Lender no later
than Feb. 29, 2016; (ii) have received
one or more letters of intent for the Assets no later than March
25, 2016; (iii) file with the Bankruptcy Court a motion seeking
approval of a sale of the Assets on terms and conditions
acceptable to the DIP Lender not later than April 10, 2016; (iv)
obtain entry of a sale order in a form acceptable to the DIP Lender
not later than May 2, 2016; and (v) consummate and close a
sale of all or substantially all of the Debtor's assets that (a)
cures all defaults under the Lease and repays the DIP Financing in
full, or (b) is otherwise acceptable to the DIP Lender in its sole
and absolute discretion, not later than May 18, 2016.
About Forest Park Medical Center
Forest Park Medical Center at Southlake, LLC, owns and operates a
54 private bed state-of-the-art medical facility, including 10
family suites and 6 intensive care beds, located at 421 East Texas
114 Frontage Road, Southlake, Texas, and commonly known as Forest
Park Medical Center at Southlake (the “Hospital”). The
Hospital is a licensed, full service, acute-care medical facility
with an emergency room, full service imaging and lab, twelve
operating rooms and two procedure rooms. The Hospital provides all
manner of in-patient and out-patient services and treatments,
including primarily elective scheduled out-patient surgery. The
Hospital was opened in June of 2013, and since that time has
performed over 15,000 surgeries and provided non-surgical
procedures, x-rays, lab work, ER, and related services to numerous
other patients.
Forest Park Medical Center at Southlake, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40273) on
Jan. 19, 2016. Charles Nasem, the CEO, signed the petition.
Judge Russell F. Nelms has been assigned the case.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Haynes and Boone, LLP, serves as counsel to the Debtor.
FOREST PARK SOUTHLAKE: Court OKs Payment to Critical Vendors
------------------------------------------------------------
Forest Park Medical Center at Southlake, LLC, sought and obtained
from the U.S. Bankruptcy Court for the Northern District of Texas,
Fort Worth Division, authorization to pay their prepetition
obligations to certain critical vendors and service providers.
In its Motion, the Debtor stated: "The Debtor's business is
particularly sensitive to disruption because of the critical
services that the Debtor provides to its patients. The
uninterrupted supply of all goods and services, including those
provided by the Critical Vendors, is necessary not only for
operational success but also for the health and safety of the
Debtor's patients. Without the supply of the materials and services
provided by the Critical Vendors, the doctors and patients may lose
confidence in the Debtor's ability to serve them and abandon their
relationships with the Debtors."
The Debtor will consult with the DIP lender, GAHCS Southlake DIP
Lender, LLC, regarding any payments on account of Critical Vendor
Claims.
Any payment to the Critical Vendors will be conditioned on the
Critical Vendors' continued post-petition performance according to
the ordinary and customary course of dealing between the parties.
The Debtor will have the right to recover any payment made to the
extent a Critical Vendor refuses to provide post-petition services.
The Debtors said that list of the Critical Vendors and the
prepetition amounts owed to each such Critical Vendor will be
provided to the Court at the hearing scheduled hereon.
The order approving the Critical Vendor Motion did not include a
cap of the proposed payments. The Order only stated that the
Debtor will provide notice to counsel for any official committee
appointed in the Chapter 11 Case of any agreement to pay a Critical
Vendor Claim. Any such committee will consult with the Debtor and
it's professionals regarding the proposed payment. If after
consulting with the Debtor and its professionals, the committee
does not approve the proposed payment, the Debtor may seek an
expedited hearing for a determination by the Court regarding
whether the proposed payment is a proper exercise of the Debtor's
business judgment.
About Forest Park Medical Center
Forest Park Medical Center at Southlake, LLC, owns and operates a
54 private bed state-of-the-art medical facility, including 10
family suites and 6 intensive care beds, located at 421 East Texas
114 Frontage Road, Southlake, Texas, and commonly known as Forest
Park Medical Center at Southlake (the “Hospital”). The
Hospital is a licensed, full service, acute-care medical facility
with an emergency room, full service imaging and lab, twelve
operating rooms and two procedure rooms. The Hospital provides all
manner of in-patient and out-patient services and treatments,
including primarily elective scheduled out-patient surgery. The
Hospital was opened in June of 2013, and since that time has
performed over 15,000 surgeries and provided non-surgical
procedures, x-rays, lab work, ER, and related services to numerous
other patients.
Forest Park Medical Center at Southlake, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40273) on
Jan. 19, 2016. Charles Nasem, the CEO, signed the petition.
Judge Russell F. Nelms has been assigned the case.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Haynes and Boone, LLP, serves as counsel to the Debtor.
FREEDOM COMMUNICATIONS: Seeks to Extend Plan Filing to April 29
---------------------------------------------------------------
Freedom Communications, Inc., et al., ask the U.S. Bankruptcy Court
for the Central District of California to extend their exclusive
periods to file a plan of reorganization to April 29, 2016, and to
solicit acceptances of that plan to June 28, 2016.
The Debtors' current plan exclusivity period ended on Feb. 29, and
its exclusive solicitation period ends on April 29.
William N. Lobel, Esq. -- wlobel@lwgfllp.com -- at Lobel Weiland
Golden Friedman LLP, in Costa Mesa, California, contends that the
Debtors require additional time to complete the sale of their
assets. He adds that the Debtors anticipate that a plan and
disclosure statement will be filed and served after the completion
of the sales process, which they hope to be completed by the end of
March 2016.
About Freedom Communications
Headquartered in Santa Ana, California, Freedom Communications,
Inc., owns two daily newspapers -- The Press-Enterprise in
Riverside, Calif. and The Orange County Register in Santa Ana,
Calif.
Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.
Headquartered in Santa Ana, California, Freedom owns two daily
newspapers -- The Press-Enterprise in Riverside, Calif. and The
Orange County Register in Santa Ana, Calif.
Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on
Nov. 1, 2015. Richard E. Mirman signed the petition as chief
executive officer. Lobel Weiland Golden Friedman LLP serves as the
Debtors' counsel.
Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.
FRONTIER STAR: Can Use cash Collateral Until March 19
-----------------------------------------------------
Frontier Star LLC and its affiliates received court approval to use
the cash collateral until March 19, 2016.
The order, issued by U.S. Bankruptcy Judge Eddward Ballinger Jr.,
allowed the companies to use the cash collateral of Western
Alliance Bank and Meadowbrook Meat Co. to support their
operations.
As of Nov. 16, 2015, the companies owed more than $24.9 million to
Western Alliance, a pre-bankruptcy lender. Meadowbrook, a major
supplier, is owed more than $2.67 million, according to court
filings.
About Frontier Star
Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC
are large Carl's Jr. and Hardee's franchisees operated by three
grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger
chain, now owned by parent company CKE Restaurants, Inc.
The grandchildren include the LeVecke siblings Carl, Margaret and
Jason, who is listed as chief executive officer/manager of both
companies. The LeVecke siblings had more than 130 Carl's Jr. and
Hardee's franchises in seven states and Puerto Vallarta, Mexico, as
of late 2013.
Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on
July 27, 2015. The petitions were signed by Jason LeVecke as
CEO/manager. The Cavanagh Law Firm serves as counsel to the
Debtors.
On November 19, 2015, P. Gregg Curry was appointed as the Debtors'
Chapter 11 trustee.
Frontier Star disclosed $71.9 million in assets and $27.3 million
in debt in its schedules.
FRONTIER STAR: Judge Extends Termination Date of DIP Loan
---------------------------------------------------------
A U.S. bankruptcy judge extended the termination date of the loan
provided by Western Alliance Bank to get Frontier Star LLC and its
affiliates through bankruptcy.
The order, issued by Judge Eddward Ballinger Jr. of the U.S.
Bankruptcy Court in Arizona, extended the termination date to March
19.
Judge Eddward Ballinger also extended the expiration date of the
letter of credit issued by the bank in the face amount of $2.9
million to March 31.
The extension would give the company's Chapter 11 trustee
additional time to sell its restaurant operations, which must be
completed by March 15, according to court filings.
On Jan. 15, Judge Ballinger signed off on an order giving final
approval to the $7.9 million loan that Western Alliance committed
to provide to get the company through bankruptcy. The order
granted the bank "first priority liens" in Frontier Star assets
that were used as collateral for the loan.
The Jan. 15 order contains provisions protecting the security
interests held by Wells Fargo Financial Leasing Inc. in certain
equipment, and the liens held by Protective Life Insurance Co. in a
real property located in Tempe, Arizona.
Frontier Star used both assets as collateral for the $7.9 million
loan, according to court filings.
About Frontier Star
Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC
are large Carl's Jr. and Hardee's franchisees operated by three
grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger
chain, now owned by parent company CKE Restaurants, Inc.
The grandchildren include the LeVecke siblings Carl, Margaret and
Jason, who is listed as chief executive officer/manager of both
companies. The LeVecke siblings had more than 130 Carl's Jr. and
Hardee's franchises in seven states and Puerto Vallarta, Mexico, as
of late 2013.
Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on
July 27, 2015. The petitions were signed by Jason LeVecke as
CEO/manager. The Cavanagh Law Firm serves as counsel to the
Debtors.
On November 19, 2015, P. Gregg Curry was appointed as the Debtors'
Chapter 11 trustee.
Frontier Star disclosed $71.9 million in assets and $27.3 million
in debt in its schedules.
GAMBILL OIL: Bankruptcy Administrator to Form Committee
-------------------------------------------------------
William Miller, U. S. bankruptcy administrator, filed with the U.S.
Bankruptcy Court for the Middle District of North Carolina a notice
of formation of an official committee of unsecured creditors in the
Chapter 11 case of Gambill Oil, LLC.
Unsecured creditors willing to serve on the committee are required
to file a response within 10 days from March 7, 2016.
An organizational meeting will be scheduled after the committee is
appointed, according to the filing.
Mr. Miller can be reached through:
Susan O. Gattis
Bankruptcy Analyst
101 S. Edgeworth Street
Greensboro, NC 27401
Fax: 336-358-4185
Email: susan_gattis@ncmba.uscourts.gov
About Gambill Oil
Tar Heel Oil II, Inc., (Bankr. M.D.N.C., Case No. 16-50216) and
Gambill Oil, LLC (Bankr. M.D.N.C., Case No. 16-50217) sought
protection under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Middle District of North Carolina
(Winston-Salem) on March 4, 2016. The petitions were signed by
Arthur H. Lankford, president.
The Debtors are represented by Charles M. Ivey, III, Esq., at Ivey,
McClellan, Gatton, & Siegmund, LLP. The case is assigned to Judge
Benjamin A. Kahn.
Tar Heel Oil estimated assets of $3.18 million and debts of $6.03
million. Gambill Oil estimated assets of $986,674 and debts of
$3.28 million.
GC SYNEXUS: Golub Capital Shuts Distressed Debt Fund
----------------------------------------------------
Sridhar Natarajan and Carol Ko, writing for Bloomberg Brief -
Distress & Bankruptcy, reported that Golub Capital is shutting down
a $150 million credit-hedge fund that invested in distressed debt,
following the market's worst rout since the financial crisis.
According to the report, the Chicago-based asset manager is closing
the GC Synexus fund after losses exceeded 20 percent in 2015,
according to a person with knowledge of the matter, who asked not
to be identified because the information isn't public. Daniel
Posner, who led the fund after joining from D.E. Shaw & Co. in
2011, is leaving the firm, Bloomberg said, citing the person.
"Market illiquidity has created a fundamental mismatch between the
liquidity that hedge-fund investors expect and the illiquidity of
the underlying investment assets," Mr. Posner told Bloomberg in in
an e-mailed statement. "In light of this, we concluded that it was
in the best interests of our investors to close the fund given the
limitations on what we could provide within the fund's structure."
GEORGIA PROTON: Investors Want Cancer Center in Ch. 11
------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that several investment funds with ties to Texas
billionaire Tim Headington are trying to push an unfinished Atlanta
cancer treatment center into bankruptcy protection.
According to the report, lawyers for Zeitgeist Capital LLC and two
other funds filed an involuntary bankruptcy petition on March 4,
2016, for the partially built Emory Proton Therapy Center, stating
in court documents that the funds are owed more than $8.2 million.
Zeitgeist Capital, LLC, Gryphon Resources, Inc., and Cobalt, LLC,
signed an involuntary Chapter 11 petition (Bankr. D. Del. Case No.
16-10569) for Georgia Proton Treatment Holdings, LLC on March 4,
2016.
Zeitgeist Capital, et al., are represented by:
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
GOODRICH PETROLEUM: Skips $15 Million in Interest Payments
----------------------------------------------------------
Goodrich Petroleum Corporation (OTC Markets: GDPM) on Tuesday said
it has elected to exercise its right to a grace period with respect
to certain interest payments due March 15, 2016 and April 1, 2016.
The Company will hold a conference call March 9, 2016 at 10:00 am
Central time to discuss the definitive proxy materials filed
February 12, 2016 and Exchange Offers for its Unsecured Notes and
Preferred Stock filed January 26, 2016, as amended February 5,
2016.
The Company is exercising the grace period on its:
$5.2 million interest payment due on its 8.875% Senior
Notes due 2019,
$4.0 million interest payment due on its 8.00% Second
Lien Senior Secured Notes due 2018 and
$3.0 million interest payment due on its 8.875% Second
Lien Senior Secured Notes due 2018.
These interest payments are due March 15, 2016.
The Company has also elected to exercise its right to a grace
period with respect to:
$0.2 million interest payment due on its 5.00% Convertible
Senior Notes due 2029,
$2.4 million interest payment due on its 5.00% Convertible
Senior Notes due 2032 and a
$0.2 million interest payment due on its 5.00% Convertible
Exchange Senior Notes due 2032.
These interest payments are due on April 1, 2016.
The grace periods permit the Company 30 days to make the interest
payments before an event of default occurs under the respective
indentures governing the notes.
The Company has commenced offers to exchange all of its outstanding
Unsecured Notes and Preferred Stock for shares of the Company's
Common Stock.
The Company noted that if the Exchange Offers are unsuccessful, it
will likely to seek relief under the U.S. Bankruptcy Code.
"In such an event, we expect that the holders of our outstanding
Unsecured Notes, shares of Preferred Stock and shares of our
Common Stock would likely receive no consideration due to asset
valuation in the current commodity price environment and the pledge
of the Company's assets as collateral to the secured noteholders,"
the Company said.
The Company has engaged Lazard, as restructuring advisor, and
Vinson & Elkins L.L.P., as restructuring counsel, and is working on
a plan of reorganization that the Company expects to implement if
the Exchange Offers are unsuccessful.
Conference Call
To access the conference call, domestic participants should dial
(888) 317-6003 and international participants should dial (412)
317-6061. The participant passcode is 3966589. The Company
encourages participants to dial into the conference call ten
minutes before the scheduled start time. A telephonic replay of the
conference call will be available through March 17, 2016 and will
be permanently archived thereafter on the Company's website at
www.goodrichpetroleum.com. Domestic participants accessing the
telephonic replay should dial (877) 344-7529 and international
participants should dial (412) 317-0088. The participant passcode
is 10082401.
Participants are encouraged to access the live audio webcast of the
conference call through the following web link:
https://www.webcaster4.com/Webcast/Page/937/13971 or by accessing
the webcast through the investor relations section of the Company's
website at www.goodrichpetroleum.com.
Copies of the amended and restated offers to exchange and amended
and restated letters of transmittal may be found on the Company's
website at www.goodrichpetroleum.com and may be obtained from the
Exchange Agent or the Information Agent for the Exchange Offers as
follows:
-- Georgeson, Inc., at 888-607-6511 (toll free) or
www.georgeson.com
-- American Stock Transfer & Trust Company, LLC, at (877)
248-6417 (toll free) or (718) 921-8317 or
www.americanstocktransfer.com
Exchange Offer
The Troubled Company Reporter, on Jan. 28, 2016, reported that
Goodrich Petroleum has commenced offers to exchange newly issued
shares of common stock, par value $0.20 per share (the "Common
Stock"), for any and all of its Existing Unsecured Notes (the
"Unsecured Notes Exchange Offers") and for any and all shares of
its Existing Preferred Stock (as defined below) (the "Preferred
Exchange Offers").
The Company has also announced it intends to offer to exchange its
Second Lien Notes (as defined below) (the "Second Lien Notes
Exchange Offers") into new second lien notes with materially
identical terms except that interest thereon may be paid either (a)
at the Company's option in cash or in-kind or (b) deferred until
maturity.
NYSE Delisting
The TCR also reported that Goodrich Petroleum on Jan. 13 disclosed
that it received notification from the New York Stock Exchange that
the NYSE has commenced proceedings to delist the Company's common
stock as a result of the NYSE's determination that the Company's
common stock was no longer suitable for listing on the NYSE based
on "abnormally low" price levels, pursuant to Section 802.01D of
the NYSE's Listed Company Manual. The NYSE suspended trading in
the Company's common stock effective immediately.
About Goodrich Petroleum
Goodrich Petroleum Corporation is an independent oil and gas
exploration and production company.
As of Sept. 30, 2015, Goodrich had total assets of $584,968,000
against total liabilities of $601,595,000 and stockholders' deficit
of $16,627,000.
* * *
The TCR, on Feb. 23, 2016, reported that Standard & Poor's Ratings
Services said it lowered its issue-level
rating on U.S.-based exploration and production (E&P) company
Goodrich Petroleum Corp.'s 3.25% senior unsecured convertible notes
due 2026 and 5% senior unsecured convertible notes due 2029 to 'CC'
from 'CCC' following the company's offer to exchange the unsecured
notes to common stock at a ratio of 800.635 shares of common stock
per $1,000 principal amount of notes. The recovery rating on the
unsecured notes remains '6', indicating negligible (0%-10%)
recovery in the event of a default.
Additionally, S&P has lowered the company's 8% second-lien senior
secured notes due 2018 to 'CC' from 'CCC+' based on the company's
announcement that it will offer to exchange the notes for new
senior secured notes with materially identical terms except that
interest thereon may be paid at the company's option either in
cash
or in-kind or deferred until maturity. The recovery
rating on the secured notes remains '5', indicating modest (higher
end of the 10%-30% range) recovery in the event of default.
IHEARTMEDIA INC: Said to Enter Lender Pact to Stop Default Fight
----------------------------------------------------------------
Laura J. Keller and Carol Ko, writing for Bloomberg Brief -
Distress & Bankruptcy, reported that struggling radio broadcaster
IHeartMedia Inc. reached an agreement with a group of lenders that
could forestall a fight over whether the company violated its debt
agreement, according to two people with knowledge of the matter.
The report related that creditors have agreed to temporarily hold
off from filing a default notice claiming that IHeart breached its
debt terms by shifting assets to its Broader Media LLC subsidiary
last year, said the people, who asked not to be identified because
the deal hasn't been made public. Under the so-called standstill
agreement, the company won't move any additional assets, the people
said, the report related.
The deal gives creditors an opportunity to propose a plan to
address IHeart's more than $12 billion in debt coming due in the
next five years, said the people, the report further related.
The senior creditor group, which is represented by investment bank
PJT Partners Inc. and law firm Jones Day, is working on a debt
exchange that would push out maturities through at least 2020, the
people said, the report added.
* * *
The Troubled Company Reporter, on Jan. 11, 2016, reported that
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on San Antonio, Texas-based radio
broadcaster and outdoor advertising company iHeartMedia Inc. to
'CCC' from 'CCC+'. The rating outlook is negative.
At the same time, S&P lowered its issue-level ratings on Clear
Channel Outdoor Holding Inc.'s (CCOH's) and iHeartCommunications
Inc.'s debt by one notch. Recovery ratings remain unchanged.
The downgrades follow CCOH's announcement that it has reached an
agreement to sell a portion of its outdoor assets to Lamar Media
Corp. for $458.5 million. "Although the asset sale will be
beneficial to iHeartMedia's liquidity and modestly beneficial to
the company's very high leverage, we believe there are still
substantial risks surrounding the long-term viability of its
capital structure," said Standard & Poor's credit analyst Jeanne
Shoesmith. "We believe iHeartCommunications may use existing cash
and a portion of the asset sale proceeds to repurchase debt at
discounted levels, which we would view as tantamount to default,
based on our criteria." S&P could further lower its ratings on
iHeartMedia in the event that a subpar debt tender offer is
announced. Various tranches of debt at iHeartCommunications are
currently trading at roughly a 30%-60% discount to par.
INTERPOOL INC: S&P Assigns 'B-' Rating on $485MM 2nd-Lien Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to Princeton, N.J.-based chassis
lessor Interpool Inc. affiliates TRAC Intermodal LLC and TRAC
Intermodal Corp.'s $485 million senior secured second-lien notes
due 2021. The '6' recovery rating indicates S&P's expectation that
lenders would receive negligible recovery (0%-10%) of their
principal in the event of a payment default.
Both of these companies are wholly owned subsidiaries of TRAC
Intermodal Holding Corp., which is the parent of Intermodal Inc.
The company plans to use the proceeds from this issuance to redeem
$150 million of its second-lien notes due 2019 and pay a cash
dividend of approximately $325 million to Interpool's owner,
Fortress Investment Group LLC.
"Our ratings on Interpool reflect our fair assessment of the
company's business risk profile and our aggressive assessment of
its financial risk profile. The stable outlook reflects our
expectation that the company's credit metrics will remain
relatively consistent through 2016 after it completes the proposed
debt-financed dividend. Although unlikely, we could lower our
ratings on Interpool over the next year if renewed economic
weakness causes the company's utilization and pricing to decline
and its earnings and cash flow to weaken, leading its funds from
operations (FFO)-to-total debt ratio to deteriorate to about 7% on
a sustained basis. Although also unlikely, we could raise our
ratings on Interpool over the next year if the company's earnings
are better-than-expected because of stronger demand and/or pricing
or reduced debt, causing its FFO-to-debt ratio to remain at current
levels in the low-teens percent area. We would also have to
believe that the company's financial policy had evolved such that
it would maintain its current credit measures on an ongoing basis,"
S&P said.
RATINGS LIST
Interpool Inc.
Corporate Credit Rating B+/Stable/--
New Rating
TRAC Intermodal LLC
TRAC Intermodal Corp.
$485 Mil. Sr Secd 2nd-Lien Notes Due 2021 B-
Recovery Rating 6
LA PERRONA: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of La Perrona Botas Y Ropa I, LLC.
About La Perrona
La Perrona Botas Y Ropa I, LLC, sought protection under Chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Arizona (Phoenix) (Bankr. D. Ariz., Case No. 16-00434)
on January 19, 2016. The petition was signed by Ana De Anda,
member.
The Debtor is represented by Patrick F. Keery, Esq., at Hague Keery
& McCue, PLLC. The case is assigned to Judge Madeleine C.
Wanslee.
The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.
LIVE OAK: S&P Lowers Rating on 2013 Refunding Bonds to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Live Oak Community Development District No. 1, Fla.'s series 2013
refunding special assessment revenue bonds five notches, to 'BB+'
from 'A'. The outlook is stable.
"The downgrade is based on a deterioration in the district's debt
service reserve coverage," said Standard & Poor's credit analyst
Ruth Ducret.
The district recently informed S&P of a change in the bond's debt
service reserve (DSR) requirement that occurred on March 7, 2013,
pursuant to the second supplemental indenture that reduced the
bond's cash-funded debt service reserve (DSR) requirement to 10% of
maximum annual debt service (MADS) from 50%. In community
development districts, special assessments are typically levied to
match debt service payments with very limited excess cash flow, so
the DSR is an important security feature that provides additional
liquidity if assessments are not received in full or timely basis.
As a result of this change in the DSR requirement, the DSR is now
$43,916. S&P estimates liquidity is sufficient to cover just a
0.5% maximum loss of all assessment payers through maturity, which
S&P considers a credit weakness.
S&P estimates that the bond's DSR can now withstand the permanent
loss of the assessments levied on the 10 leading assessment payers
for just one year. The DSR liquidity is sufficient to account for
the loss of the five leading assessment payers for two years. At
S&P's last review, the DSR could withstand the loss of the 10
leading assessment payers for 11 years.
Non-ad valorem special debt assessments on benefited properties in
Live Oak CDD No. 1 secure the bonds. None of the revenues derived
from the levy and collection of non-ad valorem assessments from
Live Oak CDD No. 2 secure the bonds. The district issued the bonds
with a final maturity date of May 1, 2033, to refund its series
2003A series for present value savings.
The district is largely residential in nature and encompasses
approximately 892 acres, including 82 acres of commercial/office
property, in unincorporated Hillsborough County near Tampa.
MAGNETATION LLC: Seeks May 30 Extension of Plan Filing Period
-------------------------------------------------------------
Magnetation LLC and its debtor subsidiaries ask, for the third
time, the U.S. District Court for the District of Minnesota to
extend their exclusive plan filing period to May 30, 2016, and
solicitation period to July 29, 2016.
Pursuant to the Second Extension Order, the Debtors' exclusive plan
filing period was extended to February 29, 2016, and their
solicitation period to April 29, 2016.
Marshall S. Huebner, Esq. -- marshall.huebner@davispolk.com -- at
Davis Polk & Wardwell LLP, in New York City, says the Debtors seek
these extensions to avoid the necessity of having to pursue
confirmation of a plan of reorganization prematurely and to ensure
that their plan of reorganization best addresses the interests of
the Debtors and their employees, creditors and estates.
Specifically, an extension of the Debtors' Exclusive Periods is
required to enable the Debtors to, among other things, continue to
refine their business model to deliver both a more efficient cost
structure and future revenue growth so that the Debtors can
continue to compete effectively in the iron ore industry, and
further implement specific restructuring initiatives, Mr. Huebner
explains.
The Court will hold a hearing on the Motion on March 15, 2016, at
1:00 p.m. (prevailing Central time). Any response to the Motion
must be filed and served not later than March 10.
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory Partners LP as financial advisor; and Donlin, Recano &
Company, Inc., as the claims agent.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.
MAGNUM HUNTER: Lenders Extend Bankr. Exit Milestone to April 15
---------------------------------------------------------------
Magnum Hunter Resources Corporation and its debtor-affiliates on
February 25, 2016, entered into a First Amendment to Restructuring
Support Agreement with:
1. certain of the lenders under the Second Lien Credit
Agreement, dated as of October 22, 2014 (as amended),
by and among the Company, each of the guarantors party
thereto, Credit Suisse AG, Cayman Islands Branch, as
administrative agent and collateral agent, and the
lenders party thereto; and
2. certain holders of the Company's 9.750% Senior Notes
Due 2020 issued pursuant to the Indenture, dated as
of May 16, 2012, by and among the Company, each of
the guarantors party thereto, Wilmington Trust,
National Association, as trustee, and Citibank,
N.A., as paying agent, registrar, and authenticating
agent.
Pursuant to the First Amendment, the dates for achievement of three
of the Milestones were modified, as follows:
(i) the date by which the Bankruptcy Court for the
District of Delaware shall have entered an order
approving the disclosure statement of the Plan of
Reorganization was extended from February 12, 2016
to February 26, 2016 (which Milestone has been
achieved);
(ii) the date by which Debtors shall have commenced
solicitation of the Plan was set to February 29,
2016 (which Milestone has been achieved); and
(iii) the date by which the Bankruptcy Court shall have
commenced the confirmation hearing on the Plan was
extended from March 28, 2016 to March 31, 2016.
The Milestone deadlines for entry by the Bankruptcy Court of the
Plan confirmation order and for consummation of the transactions
contemplated by the Plan were not modified and remain April 1, 2016
and April 15, 2016, respectively.
Pursuant to the First Amendment, the parties also stipulated and
agreed to the form of a Second Amended Joint Chapter 11 Plan of
Reorganization of Magnum Hunter Resources Corporation and its
Debtor Affiliates, which was filed by the Debtors with the
Bankruptcy Court on February 25, 2016.
The Original Plan contemplated that, among other things:
-- the loans outstanding under the DIP Facility would
convert to new common equity of the reorganized
Company;
-- the loans outstanding under the Second Lien
Facility would convert to New Common Equity;
-- the outstanding Notes would convert to New Common
Equity;
-- the general unsecured claims of the Company would
receive a blended recovery, to be paid in cash,
through a combination of payments to be made
pursuant to Bankruptcy Court orders (critical
vendors, assumption, etc.) and a cash pool included
in the Plan;
-- holders of the Company's preferred stock and common
equity would not be entitled to any recovery; and
-- the Other Secured Debt would be reinstated.
The Second Amended Plan provides that:
-- the pool of cash set aside for payment of General
Unsecured Claims was increased from $20,000,000 to
$23,000,000;
-- holders of Allowed General Unsecured Claims that
are Allowed in an amount that is less than or
equal to $15,000 will receive payment in cash in
an amount equal to $0.50 on account of each dollar
of their Allowed Convenience Claims, payable from
the Unsecured Creditor Cash Pool;
-- holders of Allowed General Unsecured Claims that
are not Convenience Claims will receive either:
(i) cash in an amount equal to the lesser of:
(A) $0.50 on account of each dollar of their
Allowed General Unsecured Claims, payable
from the Unsecured Creditor Cash Pool; or
(B) their Pro Rata share of the Unsecured
Creditor Cash Pool after all payments to
holders of Convenience Claims and Creditor
Claim Representative Expenses have been paid
in accordance with the Plan; or
(ii) if the holders have timely and properly so
elected under the Plan, the right to receive New
Common Equity in an amount of shares equal to
the amount of New Common Equity such holders
would have received had such holders' Allowed
General Unsecured Claims been an Allowed Note
Claim of equal value as of the Effective Date,
subject to dilution on account of the Management
Incentive Plan; which New Common Equity issued
to holders of Allowed General Unsecured Claims
that are not Convenience Claims shall dilute the
New Common Equity issued to Second Lien Lenders
on account of their Second Lien Claims and
Noteholders on account of their Note Claims;
provided, however, that the percentage of New
Common Equity held by holders of Second Lien
Claims, in the aggregate, shall exceed the
percentage of New Common Equity held by holders
of Note Claims, in the aggregate, by 5.54%. The
percentage of New Common Equity held by holders
of Allowed DIP Claims and by holders of Allowed
DIP Backstop Fee Claims would not be diluted as
a result of the issuance of New Common Equity to
holders of Allowed General Unsecured Claims;
-- the official committee of unsecured creditors in the
Chapter 11 Cases waives the right to commence litigation
against holders of Preferred Stock for any dividends that
the holders received prior to the Petition Date;
-- the Committee waives the right to challenge the validity,
priority and amount of any pre-petition liens asserted by
the Company's Bridge Financing Lenders and Second Lien
Lenders;
-- the reorganized Company and the Committee will cooperate
and share the responsibilities of claims reconciliation
following the Effective Date; and
-- on account of its claim against the Debtors, Samson will
receive the Samson Note, or such other treatment as
described in Article III.B.3 of the Second Amended Plan.
A copy of the First Amendment to Restructuring Support Agreement,
dated as of February 25, 2016, by and among the Company and the
supporting parties thereto -- together with a copy of the Second
Amended Plan -- is available at http://is.gd/AZVcHb
Magnum Hunter originally entered into the Restructuring Support
Agreement on December 15, 2015, with the lenders under the Fourth
Amended and Restated Credit Agreement, dated as of October 22,
2014, by and among the Company, each of the guarantors party
thereto, and the lenders and agents from time to-time party
thereto, as amended, including as amended pursuant to those certain
Sixth and Seventh Amendments thereto dated as of November 3, 2015,
and November 30, 2015, respectively; certain Second Lien Lenders;
and certain Noteholders.
The Restructuring Support Agreement contains certain milestones for
progress in the Chapter 11 Cases and incorporates the key terms of
a restructuring of the Debtors agreed to by the parties thereto, as
memorialized in a term sheet dated December 15, 2015. The agreed
terms of the restructuring of the Debtors, as contemplated in the
Restructuring Support Agreement and the Term Sheet, were
memorialized in the Joint Chapter 11 Plan of Reorganization of
Magnum Hunter Resources Corporation and its Debtor Affiliates,
which originally filed by the Debtors on January 7, 2016. The
Debtors filed their First Amended Joint Chapter 11 Plan of
Reorganization on February 19.
The lenders and bondholders that signed on the First Amendment to
the RSA are:
* CVC Global Credit Opportunities Master Fund, L.P.
* CVC Global Credit Opportunities Master Fund II, L.P.
* CVC Credit Partners Global Special Situations Holdings,
L.P.
* CVC European Credit Opportunities S.A R.L. Acting In
Respect Of Its Compartment A;
* CVC European Credit Opportunities (No.8) S.A R.L.
* Farmstead Master Fund, Ltd.
* OC 530 Offshore Fund, Ltd.
* Kayne Anderson Capital Income Partners (QP), L.P.
* Kayne Energy Opportunities, L.P.
* Kayne Anderson Income Partners, L.P.
* Young Men's Christian Association Retirement Fund
* Kaiser Foundation Hospitals
* River Birch Master Fund L.P.
* P River Birch Ltd.
* Third Point Partners Qualified LP
* Third Point Partners LP
* Third Point Offshore Master Fund LP
* Third Point Ultra Master Fund LP
* Third Point Reinsurance Company Ltd
* Third Point Reinsurance (USA) Ltd.
* Lyxor / Third Point Fund Ltd.
* Alpine Swift Master Fund, LP; and Wingspan Master Fund, LP
* Amtrust International Insurance, Ltd.
* National General Reinsurance, Ltd
* Fifth Street Station, on behalf of itself and the funds it
manages
* Highbridge Principal Strategies - NDT Senior Loan
Fund L.P.
* Highbridge Principal Strategies - Specialty Loan VG Fund,
L.P.
* Highbridge Specialty Loan Institutional Holdings Limited
* HPS Specialty Loan Sector D Investment Fund, L.P.
* Highbridge Aiguilles Rouges Sector A Investment Fund, L.P.
* Highbridge Principal Strategies - Specialty Loan
Institutional Fund III, L.P.
* Highbridge Principal Strategies - Specialty Loan Fund III,
L.P.
* Goldman Sachs Asset Management, L.P., on behalf of its
participating funds and accounts
About Magnum Hunter
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.
As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock. The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing Facility;
(b) approximately $336.6 million in principal amount of obligations
under the Debtors' second lien credit agreement; (c) approximately
$13.2 million in principal amount of Equipment and Real Estate
Notes; and (d) approximately $600 million in principal amount of
Notes.
MASCO CORP: Moody's Alters Outlook to Positive & Affirms Ba2 CFR
----------------------------------------------------------------
Moody's Investors Service changed Masco Corporation's rating
outlook to positive from stable, driven by anticipated debt
reduction and improving operating performance. Moody's affirmed
the company's Ba2 Corporate Family Rating, Ba2-PD Probability of
Default Rating, and Ba2 ratings assigned to its senior unsecured
notes. The Speculative Grade Liquidity Rating of SGL-1 is
affirmed.
These ratings/assessments were affected by this action:
Corporate Family Rating affirmed at Ba2;
Probability of Default Rating affirmed at Ba2-PD:
Senior unsecured notes affirmed at Ba2 (LGD4).
Speculative Grade Liquidity Rating of SGL-1 is affirmed.
Outlook changed to Positive from Stable
RATINGS RATIONALE
The change in rating outlook to positive from stable results from
Moody's expectations that the company will pay down debt, extend
the remaining balance of its near-term maturing notes, and grow
operating profits organically, resulting in debt credit metrics
supportive of higher ratings. Over the next 12 to 18 months,
Moody's projects Masco's EBITA margins approaching 13.75% from
13.3% for FY15. Moody's now forecasts interest coverage (measured
as EBITA-to-interest expense) nearing 4.5x by mid-2017 compared to
3.7x for 2015, and debt leverage in the range of 3.0x over the same
time horizon from 3.6x at FYE15 (ratios incorporate Moody's
standard adjustments for operating leases and pension
liabilities).
Domestic repair and remodeling activity, from which Masco derives
about a great majority of its business, continues to expand. The
National Association of Home Builders Remodeling Index was 57.6 in
December 2015, a 1.2% increase from the prior quarter. The number
has remained above 50 for the past eleven quarters, indicating a
sustained growth trend. New home construction, another driver of
sales, is increasing. Moody's estimates that new housing starts
will increase to 1.2 million in 2016, at least a 9% increase from
the 2015 total of about 1.1 million new units.
Masco's Ba2 Corporate Family Rating is constrained by sizeable
share repurchases. Since 4Q14 the company has spent about $600
million to buy back its shares, and Moody's anticipates further
share repurchases of up to another $700 million over the next few
years. The company's dividend and share repurchase policies will
slow the pace of de-levering. Moody's projects adjusted free cash
flow-to-debt to weaken to 8% from 10.3% at FYE15, due to an
expected increase in capital spending.
Positive ratings momentum could occur if Masco continues to benefit
from the strength in its end markets, resulting in performance that
exceed Moody's forecasts and the following credit metrics (ratios
include Moody's standard adjustments) and characteristics:
-- Free cash flow-to-debt sustained above 10% (8% projected
over next 12 to 18 months)
-- Very good liquidity profile is maintained
Moody's does not anticipate downward rating pressures over its time
horizon. However, negative rating pressures could result if
Masco's operating performance deteriorates or fails to meet Moody's
expectations such that operating margins contract such that
adjusted debt credit metrics are:
-- EBITA-to-interest expense sustained below 3.0x (3.7x for
2015)
-- Debt-to-EBITDA rises to 4.5x (3.6x at FYE15)
-- Deterioration in the company's liquidity profile or
increased cadence of share repurchases could result in a
downgrade as well.
Masco Corp., headquartered in Taylor, MI, is among the largest
manufacturers in North America of a number of home improvement and
building products, including faucets, cabinets, architectural
coatings and windows. North American operations generated
approximately 79% of total sales. Revenues excluding its
Installation and Other Services business for the 12 months through
December 31, 2015 totaled about $7.1 billion.
MOLYCORP INC: Cancels Auction Due to Lack of Bids
-------------------------------------------------
Molycorp Inc., et al., notified the U.S. Bankruptcy Court for the
District of Delaware that they did not receive more than one
Qualified Bid with respect to any Permitted Asset Group prior to
the February 26 Bid Deadline. Accordingly, the Debtors, pursuant
to the terms of the Bid Procedures Order, cancelled the Auction
scheduled for March 4.
The Debtors are selling substantially all of their assets,
including the assets associated with the Debtors'
Mountain Pass rare earths mining and processing facility in San
Bernardino County, California.
The Debtors said that with respect to the Molycorp Minerals Assets
Sale, one bid was received by the Bid Deadline, and the Debtors, in
consultation with the Consultation Parties, are in the process of
determining whether that bid is a Qualified Bid.
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that a failed effort to find a buyer has roiled the
Debtors' bankruptcy. After scrapping an auction because of a lack
of acceptable bids, Molycorp is trying to get out of bankruptcy
reorganized around one line of business, Neo, with the fate of
another still up in the air, the DBR report related. Mountain
Pass, a facility in California that is the only U.S. source of
rare-earths elements used in consumer electronics, went unsold and
may be liquidated, the DBR report said.
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
rare earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt &
Taylor LLP act as legal counsel to the Company in this process.
Prime Clerk serves as claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.
* * *
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing to consideration confirmation of Molycorp, Inc., et al.'s
Plan, including the approval of the sale of substantially all of
the Debtors' assets pursuant to the Plan, on March 28, 2016, 10:00
a.m., Eastern Time.
Judge Christopher Sontchi in Delaware approved the disclosure
statement explaining the Debtors' Plan on Jan. 20, 2015, after the
Debtors revised the Disclosure Statement to incorporate certain
modifications directed by the Court during the Jan. 14 hearing.
The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.
MONTREAL MAINE: Ten-Second Procedure Might Have Averted Disaster
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review, citing The Globe and Mail,
reported that nearly three years after the Lac-Mégantic rail
disaster, new information shows the tragic explosion that killed 47
people could have been avoided by a simple 10-second safety
procedure that Transport Canada did not require the cost-cutting
railway to use.
According to Globe and Mail, the revelation comes after the federal
regulator issued revamped rail operating rules late last year,
aimed at preventing another tragedy like the one that gutted the
Quebec town in July, 2013, when a parked train loaded with highly
volatile crude oil rolled down a hill and exploded, killing dozens
of people instantly and decimating the downtown.
About Montreal Maine
Montreal, Maine & Atlantic Railway Ltd., operated the train that
derailed and exploded in July 2013, killing 47 people and
destroying part of Lac-Megantic, Quebec.
The Company sought bankruptcy protection (Bankr. D. Maine Case No.
13-10670) on Aug. 7, 2013, with the aim of selling its business.
ts Canadian counterpart, Montreal, Maine & Atlantic Canada Co.,
meanwhile, filed for protection from creditors in Superior Court
of
Quebec in Montreal.
Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian
unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd.
("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition
(Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek
recognition and enforcement in the U.S. of the order by the Quebec
Court approving MMA Canada's plan to pay off victims of the July
2013 derailment.
The law firm of Verrill Dana serves as counsel to the Debtor.
Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., is the Chapter 11 trustee. Lindsay K. Zahradka and and D.
Sam Anderson, Esq. serves as his counsel. Development
Specialists, Inc., serves as his financial advisor; and Gordian
Group, LLC, serves as his investment banker.
Justice Martin Castonguay oversees the case in Canada. Andrew
Adessky at Richter Consulting was named CCAA monitor. The CCAA
Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A
Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur
Henderson LLP.
The U.S. Trustee appointed a four-member official committee of
derailment victims. The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.
The unofficial committee of wrongful death claimants is
Represented by George W. Kurr, Jr., Esq., at Gross, Minsky &
Mogul,
P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J.
Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq.,
at
The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller,
Green
Toups & Terrell LLP.
NORANDA ALUMINUM: Creditors Push for Delay in Foil Biz Auction
--------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that Noranda Aluminum's junior creditors say this is the
wrong time for a hurried bankruptcy sale of the company's foil
operations and are pushing to delay an auction of the "crown jewel"
business.
According to the report, the Franklin, Tenn., company filed for
chapter 11 bankruptcy in February, having agreed to sell its
aluminum foil operations, three plants that churn out various forms
of industrial and consumer rolled aluminum. The foil business is
profitable and Noranda's senior creditors contend the best way to
preserve its value is to get it into the hands of new owners, the
report said.
About Noranda Aluminum
Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils. The
Company has two businesses: an Upstream Business and a Downstream
Business. The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an
alumina
refinery ("Gramercy"). The Downstream, or Flat-Rolled Products
Business is one of the largest aluminum foil producers in North
America, and consists of four rolling mill facilities. Noranda
had
approximately 1,857 employees as of the Petition Date.
Noranda Aluminum, Inc., et al., filed separate Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on
Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the
chief financial officer. Judge Barry S. Schermer is assigned to
the cases.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of
secured indebtedness, consisting of a revolving credit facility
and
a term loan facility.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as general counsel, Carmody MacDonald P.C. as local counsel,
PJT Partners, LP as investment banker, Alvarez & Marsal North
America, LLC as restructuring advisors and Prime Clerk LLC as
claims, solicitation and balloting agent.
* * *
The Court on Feb. 9, 2016, entered an order granting joint
administration of the Chapter 11 cases under Case No.
16-10083-399.
On Feb. 11, 2016, the Court entered an order confirming that the
Debtors are entitled to statutory protections under Sec. 105, 362
and 525 of the Bankruptcy Code.
The meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for April 13, 2016, at 11:00 a.m. at U.S. Attorney Conference
Room,
21.130. The last day to oppose discharge or dischargeability is
June 13, 2016.
PALMAZ SCIENTIFIC: Engages Norton Rose as Counsel
-------------------------------------------------
Palmaz Scientific Inc. seeks permission from the Bankruptcy Court
to employ Norton Rose Fulbright US LLP as its counsel, nunc pro
tunc to the Petition Date.
The engagement of Norton Rose in this bankruptcy case does not
include the representation of the Debtor in any litigation.
It is expected that the primary attorneys at Norton Rose who may be
working in connection with this engagement and their hourly rates
are:
Attorney Hourly Rate
-------- -----------
Michael M. Parker $675
Steve A. Peirce $640
Tim Springer $385
Greg Wilkes $640
Liz Boydston $525
The Debtor also agreed to reimburse Norton Rose for its customary
expenses.
Pursuant to a Letter Agreement, Norton Rose will commence its
representation of the Debtor upon the deposit of a retainer of
$150,000 plus filing fees.
Norton Rose represented that it is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
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 Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were 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.
PALMAZ SCIENTIFIC: Has $2-Mil. DIP Agreement with Vactronix
-----------------------------------------------------------
Palmaz Scientific Inc. and its debtor affiliates seek authority
from the Bankruptcy Court to obtain postpetition financing in an
aggregate amount of up to $1,600,000 on an interim basis and up to
$2,000,000 on a final basis from Vactronix Scientific, Inc.
Proceeds of the DIP Facility will be used to, among other things,
permit the orderly continuation of the operation of the Debtors'
business, make payroll, and satisfy other working capital and
operation needs.
Loans under the DIP Facility will accrue interest at the rate of
10% (increasing to 14% upon an Event of Default) per annum with all
interest due and payable on the maturity date of the DIP Facility.
The DIP Facility will mature on the earliest of:
(a) the later of (1) 120 days after the first advance under
the DIP Facility and (2) 60 days after a disclosure
statement has been approved by the Bankruptcy Court;
(b) the closing and funding of a sale of all or
substantially all of the Borrower's property and assets
whether pursuant to a sale or a confirmation order under
Section 1129 of the Bankruptcy Code;
(c) the effective date of any confirmed Chapter 11 plan of
Borrower;
(d) the date on which all amounts under the DIP Facility shall
become due and payable in accordance with the Loan
Documents; or
(e) the date the Borrower pays the DIP Lender all amounts
under the DIP Facility in full and terminates the DIP
Facility.
As security for the prompt payment and performance of the DIP
Obligations, the Lender receives (i) a first-priority, perfected
lien upon all of the DIP Collateral, and (ii) the Priming Liens on
all DIP Collateral, subject only to the Carve Out.
As of the Petition Date, the aggregate amount of secured
pre-petition indebtedness was no less than $12,500,000. Julio
Palmaz and Oak
Court Partners are the Debtors' prepetition secured parties.
The Debtors also seek Court approval of the consensual use of cash
collateral of their prepetition lenders. The Debtors and the
Prepetition Secured Lenders have agreed on the adequate protection
to be provided for such use.
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
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 Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were 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.
PALMAZ SCIENTIFIC: Hires Groff & Rothe as Accountant
----------------------------------------------------
Palmaz Scientific Inc. seeks permission from the Bankruptcy Court
to employ accountant Jennifer L. Rothe, C.P.A. at Groff & Rothe,
effective nunc pro tunc to March 4, 2016.
On or prior to the Petition Date, Groff & Roth and Jennifer L.
Roth, C.P.A. began the process of assisting the Debtor with
accounting services. The Debtor seeks to continue its
relationsihop with the accountant during the post-petition period.
The accountant will: (a) assume primary responsibility for the
preparation and filing of necessary federal tax schedules for the
bankruptcy estate; (b) prepare monthly operating reports and other
financial reports for the bankruptcy estate; and (c) provide other
accounting services as may be required by the Debtor from time to
time.
If approved, Groff & Rothe and Jennifer L. Rothe, C.P.A. will be
entitled to an hourly fee of $300 for court appearances and $200
for all other work, plus expenses.
The accountant represents she is disinterested within the meaning
of Section 101(14) of the Bankruptcy Code.
The Debtor signed an engagement letter with Groff & Rothe and
delivered a retainer payment of $5,000, Court documents show.
Groff & Rothe and Jennifer L. Rothe, C.P.A. can be contacted at:
Jennifer L. Rothe, C.P.A.
GROFF & ROTHE
1618 Avenue M
P.O. Box 628
Hondo, Texas 78861
Tel: (830) 426-4374
Fax: (830) 426-4054
Email: jrothe@groofandrothe.com
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
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 Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were 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.
PALMAZ SCIENTIFIC: Joint Administration of Cases Sought
-------------------------------------------------------
Palmaz Scientific Inc., et al., seek joint administration of their
Chapter 11 cases under the Lead Case No. 16-50552.
In papers filed with the Court, the Debtors said joint
administration will: (a) avoid duplicative notices, motions,
applications, and orders; (b) relieve burdens on the Court in that
one judge will preside over all the related estates; (c) lessen the
burden on parties-in-interest, who will not have to monitor four
separate cases; and (d) save cost.
The Debtors propose that all proofs of claim be filed under the
case number representing the Debtor's estate against which the
claim is made.
Each of the Debtors will (a) file separate monthly operating
reports; (b) maintain separate financial accounts and records; (c)
not be liable for the claims against any of the Debtors; and (d)
file separate bankruptcy schedules and statements of financial
affairs.
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
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 Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were 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.
PALMAZ SCIENTIFIC: Seeks Extension of Schedules Filing Deadline
---------------------------------------------------------------
Palmaz Scientific Inc. and its debtor affiliates ask the Bankruptcy
Court to extend their time to file schedules of assets and
liabilities, schedules of executory contracts and unexpired leases,
and statement of financial affairs until no later than three
business days before their first meeting of creditors.
"Debtors must compile all necessary information to complete
schedules and statement of financial affairs for each of these
chapter 11 cases so as to provide the U.S. Trustee, creditors, and
interest holders with an accurate statement of Debtors' assets and
liabilities," said Michael M. Parker, Esq. at Norton Rose Fulbright
US LLP, counsel for the Debtors. "Gathering and analyzing this
information requires a significant amount of time, only some of
which was completed during the prepetition period," he added.
Moreover, the Debtors also have limited resources due to the recent
downsizing and competing demands on their employees and
professionals.
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
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 Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were 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.
PALMAZ SCIENTIFIC: Taps UpShot Services as Noticing Agent
---------------------------------------------------------
Palmaz Scientific Inc. filed with the Bankruptcy Court an
application to employ UpShot Services LLC as its noticing agent,
nunc pro tunc to March 4, 2016.
UpShot will provide consulting services to the Debtor, including,
but not limited to, noticing, claims management and related
reconciliation, solicitation, balloting, tabulation, disbursements
and any other services on an as-needed basis.
The Debtor intends to file a motion seeking to establish a
procedure to sell all or substantially all of its assets. Part of
the sales process will entail noticing all parties-in-interest of
the proposed sale.
Pursuant to a Services Agreement, the Debtor will pay UpShot a
retainer of $2,500 which may be held by Upshot as security for the
Company's payment obligations.
UpShot's consulting rates are:
Clerical $25/hour
Case Assistant $55/hour
IT Manager $120/hour
Case Consultant $145/hour
Case Director $170/hour
The Debtor has agreed to reimburse Upshot for its expenses.
The Debtor requests that it may be allowed to pay UpShot for its
reasonable fees and expenses in the ordinary course of business
without the need for a fee application.
UpShot represented that it is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
UpShot can be contacted at:
UpShot Services LLC
8269 E. 23rd Avenue, Suite 275
Denver, CO 80239
Tel: (855) 812-6112
E-mail: PalmazInfo@upshotservices.com
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
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 Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were 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.
PARKVIEW ADVENTIST: CMHC Wants Disputed Claims Allowed for Voting
-----------------------------------------------------------------
Central Maine Healthcare Corporation ("CMHC") and Central Maine
Medical Center ("CMMC") asked the U.S. Bankruptcy Court for the
District of Maine to temporarily allow their claims for purposes of
voting in connection with debtor Parkview Adventist Medical
Center's Amended Chapter 11 Plan.
CMHC' timely-filed proof of claim asserts a secured claim in the
amount of $6,340,575 and an unsecured claim in the amount of
$1,137,368, for a total claim of $7,477,943. CMMC asserts an
unsecured claim in the amount of $6,959,419. According to the
claims register, CMMC's unsecured claim is the largest unsecured
claim filed against the Debtor, representing approximately 66% of
the total filed unsecured claims in Class Five, and the unsecured
claims of CMHC and CMMC, combined, comprise at least 75% of the
total amount of the filed unsecured claims in Class Five.
"CMHC and CMMC each filed substantial proofs of claim against the
Debtor. CMHC presented evidence before this Court demonstrating the
validity of its liens. Although the Debtor has appealed this prior
Court's decision acknowledging the validity of CMHC's liens, has
filed an objection to each of CMHC's and CMMC's claim, has filed a
separate adversary proceeding which, among other things challenges
the validity of CMHC's and CMMC's claims, and has moved to withdraw
the reference with respect to the adversary proceeding, the
objection and the adversary proceeding are in preliminary stages
and no decision on the appeal has been rendered. CMHC and CMMC have
had very little opportunity at this point in the process to defend
against these objections. Such unilateral actions on the part of
the Debtor should not be permitted to disenfranchise CMHC and CMMC
in the plan confirmation process, particularly in light of this
Court's prior ruling validating CMHC's liens. Under such
circumstances, this Court should use the authority granted to it
under Federal Rule Bankruptcy Procedure 3018(a) and temporarily
allow the claims of CMHC and CMMC, permitting each of them to cast
a ballot with respect to the Debtor's Chapter 11 Plan," the
Claimants said in their Motion.
Debtor's Objection
Debtor Parkview Adventist Medical Center filed an objection,
stating that CMHC and CMMC ("CM Entities") seek to have certain
secured and unsecured claims that they have asserted ("Disputed CM
Claims"), temporarily allowed so that they may be voted to defeat
the Debtor's Plan. The Debtors point out that none of these claims
have been allowed and all of them are the subject of vigorous
dispute.
"The CM Entities desire to control Class 5 of the Plan for their
own selfish interests and not to promote the interests of the Class
in general... This conflict of interest is one of the many reasons
why it would be an abuse of discretion for this Court to grant the
Motion. Any analysis of the Motion must start with the recognition
that the Bankruptcy Code provides that the only party that may
participate in the balloting process is "the holder of a claim or
interest allowed under section 502..." 11 U.S.C. Section 1126(a).
Bankruptcy Rule 3018 provides a limited exception to Section 1126,
and permits the Court to exercise discretion to temporarily allow
disputed claims for voting purposes. The Court's discretion is
limited, however, and Rule 3018 is certainly not designed to
accommodate a creditor with (a) a claim that is the subject of a
substantial and meritorious dispute and (b) a conflict of interest
which indicates a clear motivation to scuttle a reorganization plan
that will hold that creditor accountable for the damages it has
caused to the other creditors of the estate. This is no justice in
temporary allowance in this case and the Motion must be
disallowed," the Debtor avers.
CM Entities Respond
In their reply to the Debtor's objection, CMHC and CMMC stated: "If
CMHC and CMMC are permitted to vote and they vote to reject the
Plan, the Debtor will be required to demonstrate that the Plan does
not discriminate unfairly and is fair and equitable to each class
of claims that are impaired and have not accepted the Plan,
including the classes of which the claims of CMHC and CMMC are a
part... The sole purpose, then, of denying CMHC and CMMC the right
to vote is to relieve the Debtor of the requirement to comply with
Section 1129(b). Given that the parties are in the early stages of
litigation regarding the claims of CMHC and CMMC, allowing CMHC and
CMMC to vote is the best means to ensure that all parties' rights
are protected. CMHC and CMMC are not trying "to escape their
exposure for millions of dollars of liability"; CMHC and CMMC are
trying to preserve their rights until the allegations in the
Adversary Proceeding can be fully adjudicated. This is precisely
what Bankruptcy Rule 3018 is designed to accomplish."
Central Maine Healthcare Corporation and Central Maine Medical
Center are represented by:
Darcie P.L. Beaudin, Esq.
Michael R. Poulin, Esq.
SKELTON, TAINTOR & ABBOTT
95 Main Street
Auburn, ME 04210
Telephone: (207)784-3200
E-mail: dbeaudin@sta-law.com
mpoulin@sta-law.com
- and -
Jeremy R. Fischer, Esq.
DRUMMOND WOODSUM
84 Marginal Way, Suite 600
Portland, ME 04101-2480
Telephone: (207)772-1941
E-mail: jfischer@dwmlaw.com
Parkview Adventist Medical Center is represented by:
George J. Marcus, Esq.
Jennie L. Clegg, Esq.
David C. Johnson, Esq.
Andrew C. Helman, Esq.
MARCUS, CLEGG & MISTRETTA, P.A.
One Canal Plaza, Suite 600
Portland, ME 04101
Telephone: (207)828-8000
E-mail: gmarcus@mcm-law.com
jclegg@mcm-law.com
djohnson@mcm-law.com
ahelman@mcm-law.com
About Parkview Adventist Medical Center
Parkview Adventist Medical Center, a Maine non-profit corporation,
operates the Parkview Hospital, a faith-based acute care community
hospital located in Brunswick, Maine, affiliated with the Seventh
Day Adventist Church. Its mission is to provide services
supporting the physical, emotional and spiritual wellness of its
patients.
Parkview sought Chapter 11 protection (Bankr. D. Maine Case No.
15-20442) in Portland, Maine, on June 16, 2015. The case is
assigned to Judge Peter G. Cary.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor is represented by George J. Marcus, Esq., at Marcus,
Clegg & Mistretta, PA, in Portlane, Maine.
PETROLEUM PRODUCTS: Requests OK of $500K Financing & Cash Use
-------------------------------------------------------------
Petroleum Products & Services, Inc., seeks authority from the
Bankruptcy Court to use cash collateral on an interim basis, as
well as access DIP financing.
"Without the use of cash collateral on an interim basis, the Debtor
would suffer immediate and irreparable harm pending a final hearing
on the Motion and would likely be required to cease operations
immediately..." Josh Judd, Esq., at Hoover Slovacek LLP, counsel
for the Debtor, said.
JP Morgan Chase Bank, which holds liens on the Debtor's assets,
will be given replacement liens on post-petition receivables for
use of its cash collateral. JP Morgan Chase is owed more than $6
million with respect to prepetition indebtedness.
While the terms of an agreed order have not been reached, the
Debtor said it will continue to work with JP Morgan to reach an
agreement for the use of cash Collateral and the Debtor expects
that an agreed order will include, among others, the following:
A. The Debtor may each use cash Collateral pursuant to approved
budgets, with a 10% variance per line item and the ability to
apply any un-used budgeted funds at its discretion.
B. The Lender's prepetition liens will be adequately protected
by replacement liens to the same extent and priority as its
respective prepetition liens.
DIP Financing
The Debtor maintained that it will likely require an infusion of
funds to pay ongoing expenses in the near term. In this regard,
Alex Kiss, the Debtor's largest shareholder, is willing to provide
DIP financing to the Debtor during the pendency of this case
of up to $500,000 to cover any shortfall. The DIP Financing will
be used to help fund the Debtor's operations for the next six to
nine months, as necessary.
The Debtor anticipates confirming a plan of reorganization prior to
the maturity of the DIP Promissory Note.
The DIP Promissory Note bears an interest rate of 7.00% and will
mature on the earlier (a) Dec. 31, 2016; (b) the effective date
of a plan of reorganization or arrangement in the Chapter 11 Case;
or (c) conversion of the case to a Chapter 7.
About Petroleum Products
Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors
Int'l and dba WDi) distributes API-6A wellhead equipment and valves
used in the petroleum and natural gas industries.
The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Tex. Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed
the petition as president. The Debtor estimated assets in the
range of $10 million to $50 million and liabilities of at least $10
million.
The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch
Westheimer, P.C. as special litigation counsel.
PETROLEUM PRODUCTS: Seeks to Reject Four Executory Contracts
------------------------------------------------------------
Petroleum Products & Services, Inc., seeks the Court's permission
to reject four non-residential real property leases with Summer
Creek Investments, LLC, Southview Corporation and The Heinrich J.
Aberle Revocable Trust, that are no longer necessary for its
operations. The Company said the Executory Contracts relate to
locations where it has surrendered the premises to the Landlord but
the leases have not yet been terminated.
"As a result of the significant decline in oil prices and
corresponding contraction in demand for oilfield equipment, the
Debtor has reduced its operations and closed six offices located
throughout the United States," said the Debtor's attorney Josh
Judd, Esq., at Hoover Slovacek LLP.
According to the Debtor, it has explored the possibility of
marketing the Executory Contracts, but has determined that doing so
would provide no meaningful benefit or value to its estate.
The Debtor related that its primary purpose at this stage is to
streamline its operations and liquidate claims in preparation for
developing and ultimately filing of a Plan of Reorganization.
About Petroleum Products
Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors
Int'l and dba WDi) distributes API-6A wellhead equipment and valves
used in the petroleum and natural gas industries.
The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Tex. Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed
the petition as president. The Debtor estimated assets in the
range of $10 million to $50 million and liabilities of at least $10
million.
The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch
Westheimer, P.C. as special litigation counsel.
PUERTO RICO ELECTRIC: Gets Extension to File Rate Petition
----------------------------------------------------------
Michelle Kaske, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Puerto Rico officials won an additional
three weeks to submit a proposed rate charge to the island's energy
commission, a fee that would repay bonds used to help restructure
about $9 billion of debt owed by the government's power company.
According to the report, creditors for the Puerto Rico Electric
Power Authority, known as Prepa, agreed to give officials until
March 22 to work on their petition to implement a new customer fee,
called a securitization charge, Jose Echevarria, a spokesman for
the utility, said in a statement.
"These extensions were necessitated by amendments to the Prepa
Revitalization Act during the legislative process which required
additional information and documentation to be provided to the
energy commission as part of the rate review process," Echevarria
said in the statement, the report cited.
The restructuring would be the first step in Puerto Rico's attempt
to reduce its $70 billion debt load after the commonwealth and its
agencies borrowed for years to fill budget gaps, the report noted.
As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2015, Standard & Poor's Ratings Services maintained its
'CC' long-term and underlying ratings (SPURs) on Puerto Rico
Electric Power Authority's (PREPA) electric revenue bonds.
However, the ratings remain on CreditWatch, where they were
originally placed with negative implications on June 18, 2014.
As of June 30, 2015, PREPA had about $8.44 billion of long-term
debt outstanding, and an additional $730 million due to
noteholders.
REPUBLIC AIRWAYS: Seeks Advance Approval for $3M-or-Less Sales
--------------------------------------------------------------
Republic Airways Holdings Inc., et al., at a hearing on March 22,
2016, at 11:00 a.m., will seek approval of certain procedures to:
(i) sell certain obsolete, surplus, or burdensome assets
having a sale price of $3,000,000 or less or where such sale is
arguably outside the ordinary course of Republic's business, and
(ii) abandon any de minimis assets where a sale cannot be
consummated at a price greater than the costs of such sale (taking
into account costs of, among other things, interim storage,
shipping, and marketing).
Objections to the proposed procedures are due March 15.
Prior to the Commencement Date, Republic routinely and in the
ordinary course of business sold or, when necessary, otherwise
disposed of non-core assets that were unnecessary or could not be
used profitably in their operations. As the chapter 11 cases
progress, Republic anticipates that certain of its property may be
rendered obsolete or otherwise become burdensome to its estates.
Republic has been and is actively implementing cost-cutting and
revenue enhancing measures through a variety of means including
expected reductions in its fleet of certain aircraft types. As a
result, certain De Minimis Assets -- such as expendables (e.g.,
bolts, nuts, rivets), rotables (e.g., cockpit display units,
auxiliary power units), repair tools, and ground service equipment
-- will or have become superfluous and dispensable. The Procedures
will maximize the value of the De Minimis Assets for the benefit of
Republic and its creditors and reduce the burden of maintaining the
De Minimis Assets. While Republic believes that the majority of
the individual sales of De Minimis Assets will be for less than
$3,000,000, Republic estimates that such sales, in the aggregate,
could yield up to approximately $30,000,000 over the next five
years.
It would be an inefficient use of Republic's resources and the
Court's time to seek Court approval each and every time Republic
has an opportunity to sell De Minimis Assets. Also, to the extent
a sale of De Minimis Assets would generate less revenue to Republic
than the amount of cash expended in the sale process (taking into
account costs of, among other things, interim storage, shipping and
marketing), Republic seeks authority to abandon De Minimis Assets
without further Court approval.
The Debtors propose to implement these Procedures:
A. Sale Price Less than or Equal to $500,000. If the Sale Price
of a De Minimis Asset is less than or equal to $500,000, no notice
or hearing will be required.
B. Sale Price Greater than $500,000 and Less than or Equal to
$3,000,000. If the Sale Price of a De Minimis Asset that Republic
believes is arguably outside of the ordinary course of Republic's
business is greater than $500,000 and less than or equal to
$3,000,000, the following Procedures will be followed:
1. Republic shall file a notice with the Court, specifying
(i) the De Minimis Assets to be sold, (ii) if the purchaser is an
"affiliate," as that term is defined under Section 101(2) of the
Bankruptcy Code, of any of the Debtors, the identity of such
purchaser, (iii) any commissions to be paid to third parties
(including brokers or consignees), and (iv) the proposed purchase
price. Republic will serve the Sale Notice only on the following
parties: (i) the Office of the United States Trustee, 201 Varick
Street, Suite 1006, New York, New York 10014 (Attn: Brian Masumoto,
Esq.) (the "U.S. Trustee"), (ii) the attorneys for any official
committee of unsecured creditors appointed in the Chapter 11 cases,
and (iii) any person or entity with a particularized interest in
the De Minimis Assets to be sold, including any known creditor
asserting a lien, claim, interest, or encumbrance (collectively, a
"Lien") on such De Minimis Assets.
2. The deadline for filing an objection (an "Objection") to
the proposed sale of De Minimis Assets shall be 4:00 p.m.
(prevailing Eastern time) on the day that is 10 days from the date
the Sale Notice is filed and served (the "Sale Objection
Deadline").
3. An Objection will be considered timely only if it is filed
with the Court, One Bowling Green, New York, New York 10004-1408
and actually received by the following parties on or before the
Sale Objection Deadline: (i) the U.S. Trustee, (ii) proposed
counsel for Republic, Zirinsky Law Partners PLLC, 375 Park Avenue,
Suite 2607, New York, New York 10152 (Attn: Bruce R. Zirinsky, Esq.
(bzirinsky@zirinskylaw.com), Sharon J. Richardson, Esq.
(srichardson@zirinskylaw.com), and Gary D. Ticoll, Esq.
(gticoll@zirinskylaw.com)) and Hughes Hubbard & Reed LLP, One
Battery Park Plaza, New York, New York 10004 (Attn: Christopher K.
Kiplok, Esq. (chris.kiplok@hugheshubbard.com) and Ramsey Chamie,
Esq. (ramsey.chamie@hugheshubbard.com)), and (iii) the attorneys
for any official committee of unsecured creditors appointed in
these chapter 11 cases.
4. Unless otherwise ordered by the Court, a reply to an
Objection may be filed with the Court and served on or before 12:00
p.m. (prevailing Eastern Time) on the day that is at least two
business days before the date of the applicable hearing.
5. If no Objections are timely received and filed by the Sale
Objection Deadline, Republic may immediately sell the De Minimis
Assets listed in the Sale Notice and take any actions and execute
any agreements or other documentation that are necessary or
desirable to close the transaction and obtain the sale proceeds.
If an Objection is timely received and filed and cannot be settled
by Republic and the objecting parties, the De Minimis Asset that is
the subject of the Objection will not be sold except upon order of
the Court; provided, however, that any De Minimis Asset set forth
in the Sale Notice that is not the subject of an Objection may be
immediately sold in accordance with the foregoing sentence.
C. Sale Price Greater than $3,000,000. If the Sale Price of a
De Minimis Asset that Republic believes is arguably outside of the
ordinary course of Republic's business is greater than $3,000,000,
Republic will file a motion with the Court requesting approval of
the sale.
Republic proposes that it be permitted to compensate any third
party, including a broker or consignee, engaged by Republic in
connection with any sale or attempted sale of De Minimis Assets.
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.
RG STEEL: PBGC to Restore Pension Plans to Renco Group
------------------------------------------------------
The Pension Benefit Guaranty Corporation on March 4 announced an
agreement that restores two pension plans to The Renco Group Inc.,
a privately held investment holding company based in New York
City.
Under the agreement, PBGC will restore plans covering 1,350 people
who worked at Renco's former subsidiary, RG Steel LLC, which is
liquidating in bankruptcy. PBGC took responsibility for the plans,
which had a funding gap of about $70 million, in 2012. The
participants in the two plans worked at RG Steel facilities in
Wheeling, W.Va. and Warren, Ohio.
The agreement resolves litigation that PBGC brought in the U.S.
district court in Manhattan. PBGC alleged that Renco attempted to
evade financial responsibility for the RG Steel pension plans by
concealing the transfer of its ownership interest in RG Steel.
"The vast majority of companies that sponsor pension plans keep the
promises they make, but when companies attempt to evade their
obligations PBGC will act to protect participants' benefits and
PBGC's premium payers from unnecessary losses," said PBGC Director
Tom Reeder. "Our action restores the expectation RG Steel's
former employees have that their promised benefits will be paid and
restores the obligation to keep that promise back to the
employer."
In the settlement, Renco agreed to take the plans back as of June
1, 2016, pay all future benefits promised to the former RG Steel
employees, and make back payments for benefits not guaranteed by
PBGC. Renco also agreed to reimburse the agency for $15 million
in benefits that it paid to RG Steel retirees since PBGC took over
the plans. Additionally, the company will pay about $35 million in
shutdown benefits that would have gone unpaid absent the
restoration of the pension plans.
The restoration of the RG Steel plans marks only the second time in
PBGC's history that terminated pension plans were restored to an
employer. In 1993, after litigation that reached the Supreme Court,
PBGC restored three LTV Steel pension plans.
PBGC protects the pension benefits of more than 40 million
Americans in private-sector pension plans. The agency is directly
responsible for paying the benefits of about 1.5 million people in
failed pension plans. PBGC receives no taxpayer dollars and never
has. Its operations are financed by insurance premiums, investment
income, and with assets and recoveries from failed single-employer
plans.
About RG Steel
RG Steel LLC -- http://www.rg-steel.com/ --was the United
States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owned finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owned Wheeling Corrugating Company and has
a
50% ownership in Mountain State Carbon and Ohio Coatings Company.
RG Steel, along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012. Bankruptcy was precipitated by
liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.
The Debtors estimated assets and debts in excess of $1 billion. As
of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to senior
lenders led by Wells Fargo Capital Finance, LLC, as administrative
agent, (ii) $218.7 million to junior lenders, led by Cerberus
Business Finance, LLC, as agent, (iii) $130.5 million on account of
a subordinated promissory note issued by majority owner The Renco
Group, Inc., and (iv) $100 million on a secured promissory note
issued by Severstal.
Judge Kevin J. Carey presides over the case.
The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors. Conway MacKenzie, Inc., serves as the Debtors'
financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman
Carson Consultants LLC is the claims and notice agent.
Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.
Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.
Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors. Huron Consulting Services LLC
serves as the Committee's financial advisor.
The Debtor has sold off the principal plants. The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million. That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million. CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant. RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.
A federal judge approved on Oct. 15, 2015, a structured settlement
of claims in RG Steel's Chapter 11 bankruptcy case that gives
United Steelworkers-related entities about 70% of the $17.4
million total to be distributed to creditors.
RG STEEL: Renco Group Settles with PGBC Over Pension Plans
----------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that billionaire Ira Rennert's Renco Group has agreed to
restore the pensions of 1,350 retirees from RG Steel, which
liquidated in bankruptcy about a year after it was formed.
According to the report, the agreement grew out of a court fight
with the Pension Benefit Guaranty Corp., which took over RG Steel's
pension obligations when RG Steel filed for bankruptcy in 2012.
According to the PBGC, the U.S. government's pension insurer, Renco
raced to sell down its stake in the failing steel operation to
evade being held responsible for RG Steel's obligations to
retirees, the report related.
The Troubled Company Reporter previously reported that Mr. Rennert
has settled a lawsuit in which a U.S. government agency accused his
holding company Renco Group Inc of trying to evade $70 million of
pension obligations for its bankrupt RG Steel unit.
In a letter filed on Jan. 19, 2016, in Manhattan federal court,
lawyers for Rennert and the U.S. Pension Benefit Guaranty Corp
said
they reached an agreement in principle to end the three-year-old
case.
Terms were not disclosed, and the lawyers said they plan to work
out a settlement agreement by Feb. 19.
Renco had been sued by the PBGC for $97 million over the New
York-based company's January 2012 sale of a 24.5 percent stake in
RG to private equity firm Cerberus Capital Management LP.
About RG Steel
RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.
RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012. Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.
The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by
Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on
account of a subordinated promissory note issued by majority owner
The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.
Judge Kevin J. Carey presides over the case.
The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman
Carson Consultants LLC is the claims and notice agent.
Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.
Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.
Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors. Huron Consulting Services LLC
serves as the Committee's financial advisor.
The Debtor has sold off the principal plants. The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million. That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million. CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant. RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.
A federal judge approved on Oct. 15, 2015, a structured settlement
of claims in RG Steel's Chapter 11 bankruptcy case that gives
United Steelworkers-related entities about 70% of the $17.4
million total to be distributed to creditors.
S-3 PUMP SERVICE: Hires Blanchard Walker as Attorneys
-----------------------------------------------------
S-3 Pump Service, Inc., filed an application with the Bankruptcy
Court seeking authority to employ Blanchard, Walker, O'Quin &
Roberts (A Professional Law Corporation), as its attorneys, to:
(a) advise the Debtor as to its rights, duties and powers as a
Debtor-in-Possession;
(b) prepare and file all necessary statements, schedules, and
other documents;
(c) negotiate and prepare one or more plans of reorganization
for the Debtor;
(d) represent the Debtor, as debtor-in-possession, in the
administration and operation of its business affairs;
(e) represent the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings in
this case; and
(f) perform legal services as may be necessary in connection
with this case.
Pursuant to an employment agreement, the Debtor agreed to pay
professionals at Blanchard Walker at its hourly rates: Robert W.
Johnson, $325; Jerry Edwards, $250; Timothy R. Wynn, $175; and
paralegals, $85. The Debtor will also reimburse Blanchard Walker
for its expenses.
Court documents show that Blanchard Walker has received in trust a
security retainer in the amount of $8,636 to secure the payment of
any attorney fees and reimbursable expenses. In addition to the
Retainer, the Debtor said it paid Blanchard Walker $40,954 within
the 30 days preceding the Petition Date for attorney fees and
costs.
To the best of Debtor's knowledge, Blanchard Walker has no
connection with it, its creditors, the United States Trustee for
the Western District of Louisiana or any other party-in-interest,
or their respective attorneys or accountants.
About S-3 Pump Service
S-3 Pump Service, Inc., provider of high pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016. The petition was signed by Malcolm H.
Sneed, III as president. The Debtor estimated both assets and
liabilities in the range of $10 million to $50 million. Blanchard,
Walker, O'Quin & Roberts serves as the Debtor's counsel. Judge
Jeffrey P. Norman is assigned to the case.
SABINE OIL: Can Reject Nordheim, HPIP Pipeline Contracts
--------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York issued a bench decision authorizing
Sabine Oil & Gas Corporation, et al., to reject their contracts
with Nordheim Eagle
Ford Gathering, LLC, and HPIP Gonzales Holdings, LLC.
Under the contracts with each of Nordheim and HPIP, Sabine agreed
to "dedicate" to the "performance" of that agreement all of the gas
produced by Sabine from a designated area and deliver the gas to
Nordheim and HPIP, and Nordheim agreed to gather, treat, dehydrate,
and re-deliver that gas to Sabine.
In ruling for the Debtors, Judge Chapman held, "If it is ultimately
determined that the covenants at issue in the Agreements do not run
with the land, as the Debtors argue and the Court believes to be
the case, the Debtors will be free to negotiate new gas gathering
agreements with any party, likely obtaining better terms than the
existing agreements provide. If, however, the covenants are
ultimately determined to run with the land, the Debtors will likely
need to pursue alternative arrangements with Nordheim and HPIP
consistent with the covenants by which the Debtors would remain
bound. In either scenario, the Debtors’ conclusion that they are
better off rejecting the Nordheim and HPIP Agreements is a
reasonable exercise of their business judgment."
Therefore, even though, the Court's conclusion that the covenants
at issue do not run with the land is non-binding, the Court finds
the Debtors’ decision to reject each of the Nordheim Agreements
and the HPIP Agreements to be a reasonable exercise of business
judgment.
Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review,
reported that Judge Chapman agreed to let Sabine out of the
pipeline deals in a closely watched decision that energy and
restructuring experts warn could roil the so-called midstream
sector.
Tiffany Kary and Tim Loh, writing for Bloomberg News, reported that
pipeline operators including Williams Cos. and Energy Transfer
Equity LP slid on speculation that Judge Chapman's ruling may set a
precedent for distressed energy explorers looking to break
transportation commitments. Williams fell 9.4 percent in New York,
Energy Transfer Equity dropped 11.4 percent, while Cheniere lost 8
percent, according to the Bloomberg report dated March 9.
"It was a ruling against the existing rate structure," Michael Kay,
an analyst for Bloomberg Intelligence, said. "In all likelihood,
it means that they'll either renegotiate the rates or those
contracts won't be resigned."
"It sets a precedent for the group," Mr. Kay added. "But there's
more risk for certain players than others."
The Debtors are represented by:
Paul M. Basta, P.C., Esq.
Jonathan S. Henes, P.C., Esq.
Christopher Marcus, P.C., Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
-- and --
James H.M. Sprayregen, P.C., Esq.
Ryan Blaine Bennett, Esq.
Brad Weiland, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, IL 60654
Nordheim is represented by:
Robert G. Burns, Esq.
BRACEWELL & GIULIANI LLP
1251 Avenue of the Americas, 49th Floor
New York, NY 10020
-- and --
William A. (Trey) Wood III, Esq.
Jason G. Cohen, Esq.
BRACEWELL & GIULIANI LLP
711 Louisiana St., Suite 2300
Houston, TX 77002
HPIP is represented by:
Keith Simon, Esq.
Annemarie V. Reilly, Esq.
LATHAM & WATKINS LLP
885 Third Avenue
New York, NY 10022
The Official Committee of Unsecured Creditors is represented by:
Mark R. Somerstein, Esq.
Keith H. Wofford, Esq.
D. Ross Martin, Esq.
C. Thomas Brown, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036
Wells Fargo, National Associate, as Administrative Agent under
First Lien Credit Agreement, is represented by:
Margot B. Schonholtz, Esq.
Robert H. Trust, Esq.
LINKLATERS LLP
1345 Avenue of the Americas
New York, NY 10105
About Sabine Oil & Gas Corporation
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the
North Louisiana Haynesville. The Company operates, or has joint
working interests in, approximately 2,100 oil and gas production
sites (approximately 1,800 operating and approximately 315
non-operating) and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11
Protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan
on July 15, 2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee
tapped Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as counsel. The
Committee also retained Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
* * *
The Troubled Company Reporter, on Feb. 3, 2016, citing Bankruptcy
Law360, reported that Sabine Oil &
Gas Corp. submitted a Chapter 11 plan on Jan. 26, 2016, in New York
federal court and asked the court for permission to begin
soliciting creditors on the gas and oil producer's plan to
restructure $2.9 billion in debt.
SABINE OIL: Can Use Cash Collateral Until March 14
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
issued a bridge order extending to March 14 the expiration date
under its final order authorizing Sabine Oil & Gas Corp. to use
cash collateral.
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SABINE OIL: Exclusive Right to File Plan Extended to March 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
issued a bridge order extending Sabine Oil & Gas Corp.'s exclusive
right to file a plan to March 22, 2016.
The extension would prevent others from filing rival plans in court
and maintain the company's control over its bankruptcy case.
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SAWYER WOOD: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------
The U.S. Trustee for Region 18 appointed three creditors of Sawyer
Wood Products, Inc., to serve on the official committee of
unsecured creditors.
The Committee members are:
(1) Brett Cowman
System Three Resins, Inc.
brett@systemthree.com
P. O. Box 399
Auburn, WA 98071-0399
Tel: 253-245-5304
Fax: 253-322-3960
(2) Matthew Weaver
Fiberglass Supply
matthew@fiberglasssupply.com
11824 Watertank Rd.
Burlington, WA 98233
Tel: 360-635-7164
Fax: 360-757-8284
(3) Bruce Bergstrom
bbashland@hotmail.com
705 Roca Street
Ashland, OR 97520
Tel: 541-482-5740
Fax: 541-482-5740
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Sawyer Wood
Sawyer Wood Products, Inc. sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Oregon (Bankr. D. Ore., Case No. 16-60250) on February 3, 2016.
The petition was signed by Peter Newport, president.
The Debtor is represented by Keith Y. Boyd, Esq., at The Law
Offices of Keith Y. Boyd. The case is assigned to Judge Frank R.
Alley III.
The Debtor estimated assets of $100,000 to $500,000 and debts of $1
million to $10 million.
SEADRILL LTD: Bank Debt Trades at 60% Off
-----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 39.50
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 0.71 percentage points from the
previous week. Seadrill Ltd pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Feb 17, 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.
SENSEONICS HOLDINGS: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------------
Ernst & Young LLP, in McLean, Va., audited the consolidated balance
sheet of Senseonics Holdings, Inc. as of December 31, 2015, and the
related consolidated statements of operations, changes in
stockholders' equity (deficit), and cash flows for the year then
ended. Ernst & Young said the Company has recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
Senseonics Holdings reported a net loss of $29,877,000 for the year
ended Dec. 31, 2015, from a net loss of $18,885 for 2014. It
disclosed revenues of $38,000 for 2015. At Dec. 31, the Company
had Total assets of $5,492,000 against Total liabilities of
$15,189,000; and Total stockholders' deficit of $9,697,000.
The Company noted in its 2015 Annual Report: "From our founding in
1996 until 2010, we devoted substantially all of our resources to
researching various sensor technologies and platforms. Beginning in
2010, we narrowed our focus to designing, developing and refining a
commercially viable glucose monitoring system. However, we do not
yet have regulatory approval in any jurisdiction to sell any
products and, to date, we have not generated any significant
revenue from product sales. Since our inception, we have funded our
activities primarily through equity and debt financings. We have
incurred substantial losses and cumulative negative cash flows from
operations since our inception in October 1996. We have never been
profitable and our net losses were $29.9 million and $18.9 million
for the years ended December 31, 2015 and 2014, respectively. As of
December 31, 2015, we had an accumulated deficit of $160.8
million."
"To date, we have funded our operations principally through the
issuance of preferred stock, common stock and debt. As of December
31, 2015, we had cash and cash equivalents of $3.9 million. Under
the terms of a Note Purchase Agreement with Energy Capital, LLC, or
Energy Capital, we may borrow an aggregate principal amount up to
$10.0 million, subject to the conditions specified in the Note
Purchase Agreement.
"Additionally, under our credit facility with Oxford, if we receive
the CE mark for Eversense, we may borrow an additional $5.0 million
until the earlier of (i) March 31, 2016, if we receive net cash
proceeds of at least $2.5 million from the sale of equity
securities or a convertible note to Energy Capital, by March 4,
2016, or (ii) March 4, 2016, if an Equity Event does not occur by
March 4, 2016. Currently, our funds are primarily held in money
market funds consisting of U.S. government‑backed securities.
"Our ability to generate revenue and achieve profitability depends
on our completion of the development of Eversense and future
product candidates and obtaining of necessary regulatory approvals
for the manufacture, marketing and sales of those products. These
activities, including our planned significant research and
development efforts, will require significant uses of working
capital through 2016 and beyond. Upon the completion of the audit
of our financial statements for the year ended December 31, 2015,
we did not have sufficient cash to fund our operations beyond early
2016 without additional financing and, therefore, we concluded
there was substantial doubt about our ability to continue as a
going concern. As a result, our independent registered public
accounting firm included an explanatory paragraph regarding this
uncertainty in its report on those financial statements. The
financial information throughout this Annual Report and the
financial statements included elsewhere in this Annual Report have
been prepared on a basis that assumes that we will continue as a
going concern, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business. This financial information and these statements do not
include any adjustments that may result from the outcome of this
uncertainty."
A copy of the Annual Report on Form 10-K is available at
http://is.gd/qh2Tlx
Germantown, Maryland-based Senseonics Holdings is a medical
technology company focused on the design, development and
commercialization of glucose monitoring systems. The Company was
originally incorporated as ASN Technologies, Inc. in Nevada on June
26, 2014. On December 4, 2015, the Company entered into a merger
agreement with Senseonics, Incorporated and SMSI Merger Sub, Inc.,
to acquire Senseonics, Incorporated. It was reincorporated in
Delaware and changed it name to Senseonics Holdings, Inc. The deal
was consummated on December 7.
SHERWIN ALUMINA: Committee Objects to DIP, Stalking Horse Deals
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sherwin Alumina
Company, LLC, et al., object to the Debtors' motions seeking
authority to obtain postpetition financing and use cash collateral
and approval of a stalking horse purchase agreement.
The Committee asserts that "the Motions are the culmination of an
orchestrated attempt by Glencore, the Debtors' corporate parent and
sole equity owner (among other roles), to preserve for itself the
Debtors' business and assets while wiping clean all liabilities on
the Debtors' balance sheet." The Committee complains that if
Commodity Funding, LLC, which is a wholly owned subsidiary of
Glencore, is permitted to credit bid the equity or capital
contributions, it is likely that the Debtors' legitimate creditors
will receive $0 on account of their claims.
The Committee also filed a reservation of rights regarding the
Debtors' Proposed Approved Budget, relating that they have been
negotiating to reach an agreement on an acceptable Proposed Budget,
but as of close of business on March 7, 2016, the parties had been
unable to reach an agreement. As a precaution, the Committee said
it filed the reservation to reserve its rights, among other things,
to argue that the allocation of funds to compensate estate
professionals is objectionable, inequitable and inadequate. The
Committee added that it intends to continue conferring with the
Debtors to achieve a resolution; however, in the event there is no
resolution, the Committee objects to the Proposed Budget.
The Committee is represented by:
Robin Russell, Esq.
Timothy S. McConn, Esq.
Ashley Gargour, Esq.
ANDREWS KURTH LLP
600 Travis, Suite 4200
Houston, TX 77002
Tel: (713) 220-4200
Fax: (713) 220-4285
Email: rrussell@andrewskurth.com
timmcconn@andrewskurth.com
ashleygargour@andrewskurth.com
About Sherwin Alumina
Sherwin Alumina Company, LLC and Sherwin Pipeline, Inc. filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas
Russell signed the petitions as authorized signatory. Judge David
R Jones has been assigned the case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.
Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite. Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.
On Feb. 5, 2016, the Debtors disclosed total assets of
$254,617,187
and total liabilities of $218,177,760.
The U.S. Trustee has appointed
SHERWIN ALUMINA: Nashtec, TCEQ Object to Stalking Horse Bid
-----------------------------------------------------------
Nashtec, LLC, and the Texas Commission on Environmental Quality
object to Sherwin Alumina Company, LLC, et al.'s motion for
approval of a stalking horse purchase agreement.
Nashtec complains that the sale under the Stalking Horse Purchase
agreement would violate the Nashtec Operating Agreement as it will
result in a sale of the assets free and clear of Nashtec's
easements and a sale or transfer of Allied's interests in Nashtec
and the Sherwin Plant. Nashtec says the Nashtec Operating
Agreement expressly limits the assignment of the members' interests
in Nashtec, and prohibits the sharing of information with a third
party. Nashtec asserts that the bid procedures should include a
requirement that prohibits Sherwin from producing any Nashtec
confidential information to any potential purchaser unless that
purchaser executes a confidentiality agreement satisfactory to
Nashtec to ensure that all of Nashtec's confidential information
held by or available to Sherwin is protected.
TCEQ asks the Court for the inclusion a provision stating: "that
any Purchaser will be obligated to comply with all applicable
environmental laws and regulations as the post-acquisition owner or
operator of potentially contaminated property or equipment," into
the Sale Notice in order to avoid any ambiguity and ensure that any
potential Purchaser is aware of these obligations and TCEQ's
position with respect to the ultimate sale of any property.
The Official Committee of Unsecured Creditors reserves its rights
to object or otherwise respond to the Debtors' Bid Procedures
Motion and reserves all rights with respect to the Motion and any
other pending matters that the Debtors have adjourned or will seek
to adjourn.
As previously reported by The Troubled Company Reporter, the
Debtors and Corpus Christi Alumina LLC, an affiliate of Commodity
Funding, LLC, as stalking horse bidder, entered into the Asset
Purchase Agreement, dated as of Jan. 11, 2016, pursuant to which
Corpus has agreed to acquire the Debtors' assets for $95.25
million, consisting of a credit bid of $95 million on account of
the Prepetition Secured Lender's secured claims, and if the
Debtors' general unsecured creditors vote to accept the Plan, cash
in the amount of $250,000.
Nashtec, LLC is represented by:
Edward L. Rothberg, Esq.
T. Josh Judd, Esq.
HOOVER SLOVACEK LLP
5051 Westheimer, Suite 1200
Galleria Tower II
Houston, Texas 77056
Telephone: 713.977.8686
Facsimile: 713.977.5395
Email: rothberg@hooverslovacek.com
judd@hooverslovacek.com
Texas Commission on Environmental Quality is represented by:
Hal F. Morris, Esq.
Ashley Flynn Bartram, Esq.
ASSISTANT ATTORNEYS GENERAL
Bankruptcy & Collections Division
P. O. Box 12548
Austin, Texas 78711-2548
Telephone: (512) 463-2173
Facsimile: (512) 936-1409
Email: hal.morris@texasattorneygeneral.gov
ashley.bartram@texasattorneygeneral.gov
The Official Committee of Unsecured Creditors is represented by:
Robin Russell, Esq.
Timothy S. McConn, Esq.
Ashley Gargour, Esq.
ANDREWS KURTH LLP
600 Travis, Suite 4200
Houston, Texas 77002
Telephone: (713) 220-4200
Facsimile: (713) 220-4285
Email: rrussell@andrewskurth.com
timmcconn@andrewskurth.com
ashleygargour@andrewskurth.com
About Sherwin Alumina
Sherwin Alumina Company, LLC and Sherwin Pipeline, Inc. filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas
Russell signed the petitions as authorized signatory. Judge David
R Jones has been assigned the case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.
Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite. Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.
The Debtors, on Feb. 5, 2016, the disclosed total assets of
$254,617,187 and total liabilities of $218,177,760.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.
SHERWIN ALUMINA: Outotec Objects to DIP Financing Bid
-----------------------------------------------------
Outotec (USA) Inc. objects to Sherwin Alumina Company, LLC, et
al.'s motion seeking authority from the Bankruptcy Court to obtain
postpetition secured financing and utilize cash collateral.
Outotec tells the Court that it has filed a Motion for Reclamation
of Goods concurrently with its objection in order to recover goods
received by the Debtors' reclamation provisions, with an invoice
covering the Goods in the amount of $550,825, which the Debtor
failed to pay in full.
Outotec asserts that the additional liens contemplated by the DIP
Motion do not extend to the Goods and do not comprise "prior
rights" because neither the Debtor nor the Debtor's prepetition
lender, Commodity Funding, LLC, have demonstrated that the Goods
are subject to the prepetition credit facility. However, Outotec
says it intends to seek discovery regarding the prepetition credit
facility in order to confirm that its Goods are not subject to the
prepetition liens.
The Official Committee of Unsecured Creditors reserves its rights
to object or otherwise respond to the the DIP and Cash Collateral
Motion.
Outotec (USA) Inc. is represented by:
Camisha L. Simmons, Esq.
SIMMONS LEGAL PLLC
3131 McKinney Ave., Suite 600
Dallas, Texas 75204
Telephone: (214) 643-6192
Facsimile: (800) 698-9913
E-mail: camisha@simmonslegal.solutions
-- and --
Edward E. Neiger, Esq.
Dina Gielchinsky, Esq.
ASK LLP
151 West 46th Street, 4th Floor
New York, New York 10036
Telephone: (212) 267-7342
Facsimile: (212) 918-3427
Email: eneiger@askllp.com
dgielchinsky@askllp.com
The Official Committee of Unsecured Creditors is represented by:
Robin Russell, Esq.
Timothy S. McConn, Esq.
Ashley Gargour, Esq.
ANDREWS KURTH LLP
600 Travis, Suite 4200
Houston, Texas 77002
Telephone: (713) 220-4200
Facsimile: (713) 220-4285
Email: rrussell@andrewskurth.com
timmcconn@andrewskurth.com
ashleygargour@andrewskurth.com
About Sherwin Alumina
Sherwin Alumina Company, LLC and Sherwin Pipeline, Inc. filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas
Russell signed the petitions as authorized signatory. Judge David
R Jones has been assigned the case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.
Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite. Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.
The Debtors, on Feb. 5, 2016, the disclosed total assets of
$254,617,187 and total liabilities of $218,177,760.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.
SIGA TECHNOLOGIES: Has $39 Million Net Loss in 2015
---------------------------------------------------
SIGA Technologies, Inc., which has been under bankruptcy protection
since 2014, reported Net and comprehensive loss of $39,451,324 for
the year ended December 31, 2015. This is down from the
$265,463,138 net loss the Company incurred in 2014. SIGA also
posted a net loss of $17,177,333 for 2013.
SIGA obtains revenues from research and development. For 2015, the
Company reported revenues of $8,175,878, higher compared to
$3,139,835 in 2014 and $5,519,300 in 2013.
SIGA had total assets of $185,732,936 against total liabilities of
$470,161,486 and Total stockholders' deficit of $284,428,550.
A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2015, is available at http://is.gd/5i18dC
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is
assigned to Judge Sean H. Lane.
The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
The Debtor's Chapter 11 plan and disclosure statement are due
May 14, 2015.
The Debtor disclosed total assets of $131,669,746 and $7,954,645
in liabilities as of the Chapter 11 filing.
The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.
SPORTS AUTHORITY: March 10 Meeting Set to Form Creditors' Panel
---------------------------------------------------------------
Andy Vara, United States Trustee of Region 3, will hold an
organizational meeting on March 10, 2016, at 10:00 a.m. in the
bankruptcy case of Sports Authority Holdings, Inc.
The meeting will be held at:
The Hotel DuPont
11th & Market Streets
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
STONEWALL GAS: S&P Affirms 'B-' CCR & Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Stonewall Gas Gathering LLC and revised the
outlook to positive.
At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured term loan B due 2022. The recovery rating
on this debt remains '2', indicating S&P's expectation lenders
could receive substantial (70% to 90%; in the upper half of the
range) recovery in the event of a payment default.
"The outlook revision follows Stonewall's recent debt repayment,"
said Standard & Poor's credit analyst Mike Llanos. WGL Midstream
acquired a 35% equity interest in the gathering system for $89
million and Stonewall used a portion of those proceeds to repay
debt. The debt repayment in S&P's view somewhat offsets the high
level of counterparty risk. Another participant has the option to
acquire a 15% nonoperating interest in the system which could
continue to lead to improved credit measures as Stonewall would use
proceeds to further reduce debt. The outlook revision reflects
S&P's expectation that Antero will make up the majority of volumes
and cash flows on the gathering system.
Stonewall is a single-asset gas-gathering pipeline system located
in the southwestern part of the Marcellus shale basin. The company
is majority owned by M3 Midstream LLC, an investment vehicle for
the Momentum Energy Group.
Stonewall's gas-gathering pipeline system has been operational as
of Nov. 30, 2015, and completed construction within budgeted
expectations. S&P's assessment of Stonewall's business risk
profile as vulnerable reflects the company's limited scale, lack of
geographic diversity, and counterparty risk. Partially offsetting
these factors is the fee-based nature of its contracted cash
flows.
The positive outlook reflects the potential an additional
participant could exercise its option to acquire a nonoperating
equity interest in Stonewall, leading to a further decline in
leverage below 4x by year-end 2016.
S&P could raise the rating if an additional participant acquires an
ownership interest in the system and Stonewall uses the proceeds to
pay down debt. S&P could consider higher ratings if it expects
leverage to remain below 4x even if weaker counterparties are
forced to curtail volumes.
S&P could revise the outlook to stable if operational issues
pressure volumes such that liquidity becomes constrained or debt
leverage is expected to remain above 4x should counterparty risk
remain elevated.
SUNDEVIL POWER: Defends Open Bid Procedures, May 4 Auction
----------------------------------------------------------
Sundevil Power Holdings, LLC, responded to objections to its sale
motion and proposed bidding procedures, saying that the procedures
are designed to maximize the value of their assets, though an open,
agnostic process that can accommodate all options, be it an equity
transaction or one or more asset transactions. The Debtors are
proposing a process that is over two months in duration between bid
procedures approval and the auction, leading to an auction on May
4, 2016 and a sale hearing the following week. If, in the early
stages of the process, a party can satisfy the rigorous test
required to earn bidder protections and to serve in a stalking
horse bidder capacity, the Debtors also seek the flexibility to
award reasonable stalking horse protections to such a party, in
order to further maximize value in their sale process.
According to the Debtors, the proposed procedures have been
improved since the original procedures proposed in the Sale Motion,
as a result of comments from the U.S. Trustee, many of which the
Debtors have accepted, as well as comments from the DIP Lenders.
The Debtors note that the discussions with the U.S. Trustee have
been fruitful in many respects, and the Debtors will continue to
work with the U.S. Trustee to resolve or narrow the remaining open
issues.
Four responses were filed to the proposed bidding procedures.
In its formal objection, the U.S. Trustee pointed out that the
Debtors' Motion seeks approval of bid procedures for a Sec. 363
sale, but includes almost no information regarding the terms of the
sale -- no sale price or price floor, no form of asset purchase
agreement ("APA"), and no identification of a stalking horse or
other potential buyer. It added that although no stalking horse
has yet been identified, the Debtors request advance approval from
the Court to pay a break-up fee of up to 3% of the cash portion of
the purchase price to any stalking horse that might later be
identified. Moreover, the U.S. Trustee opposes the proposal to
have the break-up fee granted super-priority administrative claim
status.
The Debtors contend that the U.S. Trustee takes a "glass half
empty" view of what are among the most open bid procedures
possible. According to the Debtors, the U.S. Trustee appears to
miss the benefit of having a pure
market process, by complaining that the process "includes almost no
information regarding the terms of the sale - no sale price or
price floor, no form of asset purchase agreement ("APA"), and no
identification of a stalking horse or other potential buyer." The
Debtors added that including a reserve price is essentially an
argument by the U.S. Trustee to add a new barrier to entry to the
Debtors' marketing process. As to the U.S. Trustee's objection to
pre-approval of a range of stalking horse bidder protections, the
Debtors intend to propose a modified form of bidding procedures
order which would include a streamlined filing and approval
procedure to seek approval of a stalking horse with bidder
protections.
An objection was also filed by Tucson Electric Power Company
("TEP") and UNS Electric, Inc. ("UNSE"). The Debtors contend that
there is no colorable basis for TEP's/UNSE's request that potential
bidders be required to disclose their strategy for obtaining FERC
approval. According to the Debtors, any such disclosure to market
competitors -- including to TEP/UNSE – may implicate commercially
sensitive information about the bidder's plans for the southwestern
power markets. The Debtors also stated that the objections of
TEP/UNSE, the co-owners of one of the Debtors' two adjoining power
blocks, feature serious mischaracterizations of the relevant
agreements that comprise the rights of the Debtors, TEP/UNSE, and
other parties who own and operate the Gila River Power Station (the
"GRPS") facilities. The Debtors said that their chief concern is
that the TEP/UNSE response will harm the Debtors' process by
creating a false sense of barriers to entry, when in fact the
supposed barriers to entry either do not exist or have been
significantly exaggerated by these potential bidders.
A limited objection was filed by Nevada Power Company d/b/a NV
Energy, raising a concern that regulatory approvals for a buyer may
take longer than the current proposed outside closing date of July
7, 2016. The Debtors responded by saying that they are optimistic
that a value-maximizing balance can be achieved insofar as the
proposed July deadline is concerned.
According to the Debtors, the fourth response, from the Debtors'
property taxing authority, is easily addressed as it is a sale
objection seeking to preserve rights.
Attorneys for the Debtors:
DRINKER BIDDLE & REATH LLP
Steven K. Kortanek
Howard A. Cohen
Joseph N. Argentina, Jr.
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: (302) 467-4200
Fax: (302) 467-4201
E-mail: Steven.Kortanek@dbr.com
Howard.Cohen@dbr.com
Joseph.Argentina@dbr.com
- and -
VINSON & ELKINS LLP
David S. Meyer
Jessica C. Peet
Lauren R. Kanzer
666 Fifth Avenue, 26th Floor
New York, NY 10103-0040
Tel: (212) 237-0000
Fax: (212) 237-0100
E-mail: dmeyer@velaw.com
jpeet@velaw.com
lkanzer@velaw.com
- and -
Paul E. Heath
Reese A. O'Connor
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Dallas, TX 75201
Tel: (214) 220-7700
Fax: (214) 220-7716
E-mail: pheath@velaw.com
roconnor@velaw.com
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 is assigned to the case.
SUNGARD AVAILABILITY: S&P Lowers CCR to 'B-', Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Wayne, Pa.-based Sungard Availability Services
Capital Inc. to 'B-' from 'B.' The outlook is stable.
S&P also lowered its issue-level ratings on the company's senior
secured revolving credit facility expiring 2018 and senior secured
term loan due 2019 to 'B' from 'B+'. The recovery rating remains
'2', which indicates S&P's expectations for substantial (70% to
90%; upper half of the range) recovery in the event of payment
default. S&P lowered its issue-level ratings on the company's
senior unsecured notes due 2022 to 'CCC' from 'CCC+.' The recovery
rating remains '6', which indicates S&P's expectation for
negligible (0% to 10%) recovery in the event of payment default.
"The rating action reflects the company's revenue and earnings
declines over the past year, and our belief that it will continue
to experience these declines over the coming year and negative FOCF
generation as it pursues further traction in growing its recovery
services markets, including integrated and cloud-based solutions,"
said Standard & Poor's credit analyst Tuan Duong.
Despite the company's modest positive net bookings in 2015, S&P
expects revenue to decline in the low- to mid-single-digit
percentage area in 2016 as a result of revenue declines in its
traditional recovery business, partially offset by growth in its
nontraditional and managed services businesses.
The stable outlook reflects S&P's expectation that while the
company continues to face revenue and profitability challenges in
its traditional recovery solutions business, it will maintain
adequate liquidity given there are no near-term debt maturities.
TAR HEEL OIL: Bankruptcy Administrator to Form Committee
--------------------------------------------------------
William Miller, U. S. bankruptcy administrator, filed with the U.S.
Bankruptcy Court for the Middle District of North Carolina a notice
of formation of an official committee of unsecured creditors in the
Chapter 11 case of Tar Heel Oil II, Inc.
Unsecured creditors willing to serve on the committee are required
to file a response within 10 days from March 7, 2016.
An organizational meeting will be scheduled after the committee is
appointed, according to the filing.
Mr. Miller can be reached through:
Susan O. Gattis
Bankruptcy Analyst
101 S. Edgeworth Street
Greensboro, NC 27401
Fax: 336-358-4185
Email: susan_gattis@ncmba.uscourts.gov
About Tar Heel Oil
Tar Heel Oil II, Inc., (Bankr. M.D.N.C., Case No. 16-50216) and
Gambill Oil, LLC (Bankr. M.D.N.C., Case No. 16-50217) sought
protection under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Middle District of North Carolina
(Winston-Salem) on March 4, 2016. The petitions were signed by
Arthur H. Lankford, president.
The Debtors are represented by Charles M. Ivey, III, Esq., at Ivey,
McClellan, Gatton, & Siegmund, LLP. The case is assigned to Judge
Benjamin A. Kahn.
Tar Heel Oil estimated assets of $3.18 million and debts of $6.03
million. Gambill Oil estimated assets of $986,674 and debts of
$3.28 million.
TASEKO MINES: Moody's Lowers CFR to Caa1, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Taseko Mines Limited's
Corporate Family rating to Caa1 from B3, Probability of Default
Rating to Caa1-PD from B3-PD and senior unsecured note ratings to
Caa2 from B3. Taseko's Speculative Grade Liquidity Rating has been
affirmed at SGL-3. The rating outlook is negative. This concludes
the review for downgrade initiated on Jan. 21, 2016. The unsecured
notes are rated one notch below the Caa1 CFR because of the new
US$70 million credit facility ranking ahead of the notes.
"The downgrade of Taseko's rating is driven by the company's high
leverage and Moody's expectation of continued weakness in copper
prices ", said Jamie Koutsoukis, Moody's Vice-President, Senior
Analyst.
This rating action reflects Moody's view that there has been a
fundamental downward shift in the mining sector with the downturn
being deeper and prospects for a recovery extended, resulting in
increased credit risk and weaker metrics for Taseko as well as the
global mining sector. Consequently, ratings need to be
recalibrated to reflect expected performance over a more protracted
challenging operating environment. The slowing economic growth
rates in China materially impact the demand for base metals leading
to lower prices. While lower oil prices, lower freight costs, and
currency depreciation contribute to reduced costs, the drop in
prices has and will continue to significantly impact performance.
In addition, the strong US dollar is a further factor contributing
to weakening demand and driving prices lower since most metals are
traded in dollars.
RATING RATIONALE
Taseko's Caa1 corporate family rating is driven by high leverage
(adjusted debt/EBITDA of 11x at Dec15) and a concentration of cash
flow from one metal (copper) at a single mine (Gibraltar), but
mitigated by adequate liquidity. Though leverage is expected to
improve in 2016 with the increased cash flow contribution from
higher production at Gibraltar, weak commodity prices will limit
the improvement and there remains considerable risk to the downside
with Taseko's exposure to copper prices which have seen sharp
declines.
Taseko's liquidity is adequate over the next year (SGL-3). Taseko's
primary sources of liquidity consist of C$76 million of cash at
Dec. 31, 2015, and $40 million of availability under its $70
million revolver. Moody's expects the company will produce
breakeven free cash flow in 2016. The company has no debt
maturities until April 2019, when its US$200 million senior
unsecured notes and outstanding amounts under its revolver both
come due. The company is expected to maintain good covenant
headroom (minimum $20 million of working capital, as defined; $37
million actual as at Dec15). Alternative liquidity from asset
sales seems limited in the current copper price environment.
The negative rating outlook on Taseko is driven by the increasing
risk over time that the company may not be able to refinance its
debts due in April 2019 unless the price of copper improves, and
the company may restructure its debt well before that date.
Taseko's CFR could be upgraded if there is a sustained recovery in
commodity prices that improve the company's profitability and
Taseko is able to maintain total adjusted debt/EBITDA at or below
5.5x.
The ratings could be downgraded if it becomes more likely that
Taseko will not be able to refinance its debt prior to the 2019
maturity, the company experiences operating challenges at
Gibraltar, or if liquidity weakens.
Rating Downgrades:
Issuer: Taseko Mines Limited
Corporate Family Rating, downgraded to Caa1 from B3
Probability of Default Rating, downgraded to Caa1-PD from B3-PD
Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2
(LGD4) from B3 (LGD4)
Senior Unsecured Shelf. Downgraded to (P)Caa2 from (P)B3
Affirmed:
Speculative Grade Liquidity Rating, affirmed at SGL-3
Outlook Actions:
Issuer: Taseko Mines Limited
Outlook, Negative
Taseko Mines Limited operates Gibraltar, an open-pit copper mine
located in British Columbia, Canada, producing about 140 million
pounds/year. Gibraltar is an unincorporated joint venture 75%
owned by Taseko and 25% owned by Cariboo Copper Corp. (a Japanese
consortium).
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
TGHI INC: Employs Kramer Levin as Special Counsel
-------------------------------------------------
TGHI, Inc. and Parent THI, Inc., seek authority from the U.S.
District Court for the Southern District of New York to employ
Kramer Levin Naftalis & Frankel LLP, as their special counsel, nunc
pro tunc to the Petition Date.
The Debtors seek to retain Kramer Levin with respect to its general
corporate, transactional and tax advice it provided to the Debtors
since its engagement in December 2014. It is expected that Kramer
Levin's services in connection with the Engagement will include
assisting, advising and representing the Debtors with respect to
these matters:
(a) oversight of the Debtors' general affairs, including
issues arising from and impacting the Debtors, the Chapter
11 Cases and their wind down;
(b) advise the boards of directors in connection with the
Debtors' Chapter 11 Cases, corporate governance and their
wind down;
(c) assist in the preparation of necessary applications,
motions, memoranda, orders, reports and other legal
pleadings to the extent the historical knowledge Kramer
Levin holds is beneficial;
(d) advice to the Debtors and appearances in Court to the
extent necessary or beneficial to represent the interests
of the Debtors with respect to the Transaction Support
Agreement and Amendment; and
(e) communications with creditors, Transaction Support
Agreement parties and others as the Debtors consider
desirable or necessary.
Kramer Levin's current customary U.S. hourly rates are $800 to
$1,195 for members, counsel, and special counsel, $470 to $855 for
associates, and $310 to 365 for paraprofessionals. Kramer Levin
also intends to seek reimbursement for reasonable expenses incurred
in connection with its representation of the Debtors in accordance
with Kramer Levin's normal reimbursement policies.
Adam C. Rogoff, Esq., a member of the Firm, informs the Court that
neither he, Kramer Levin, nor any member of, counsel to, or
associate of the Firm represents any entity other than the Debtors
in connection with these Chapter 11 cases. He adds that after due
inquiry, neither he, Kramer Levin, nor any member of, counsel to,
or associate of the Firm represents any party in interest in these
Chapter 11 cases in matters related to cases.
Mr. Rogoff discloses that in anticipation of impending covenant
defaults in December 2014, Kramer Levin was retained by the Debtors
and the "Formerly Owned Operating Businesses," which consist of the
businesses previously owned by Holdings and operated by non-debtor
Targus Group International, Inc., and its direct and indirect
subsidiaries. Kramer Levin, among other things, assisted the
Debtors and the Formerly Owned Operating Businesses in their
restructuring discussions and negotiations with their secured
lenders and unsecured funded debt holders. Mr. Rogoff adds that
Kramer Levin has been intimately involved in the forbearances,
negotiations of the Debtors' Transaction Support Agreement,
amendment and the Prepack Plan, including tax and corporate
expertise.
As a result of Kramer Levin's review of its conflicts checklist and
master client database, Mr. Rogoff says these connections warrant
disclosure:
* prior to the Collateral Agent Stock Turnover, Kramer Levin
represented non-debtor Targus Group International, Inc. and
its subsidiaries in connection with their restructuring
efforts, including in matters relating to the Transaction
Support Agreement and the Amendment. TGII and its
subsidiaries have consented to Kramer Levin's representation
of Holdings and Parent in these Chapter 11 Cases;
* Bank of America, N.A. is identified on the Retention
Checklist as the agent and lender under the ABL Facility for
which Holdings provided a guarantee. Banc of America
Securities LLC is identified on the Retention Checklist as a
holder of the 10% PIK Notes for the Debtors. Merrill Lynch,
Pierce, Fenner & Smith Incorporated is also identified on
the Retention Checklist as a holder of Common Stock of
Parent. In matters wholly unrelated to these Chapter 11
cases, Kramer Levin represents or formerly represented Bank
of America, N.A. or certain of its affiliates in connection
with litigation, real estate, corporate and litigation
matters and as agent or participant in various bank groups;
* Guggenheim Partners and certain of affiliates are lenders
under the Prepetition $185 Million Facility and the
Prepetition $20 Million Facility. Kramer Levin currently
represents or has represented Guggenheim in insurance
regulatory, corporate and employment matters wholly
unrelated to these Chapter 11 Cases;
* Law Debenture Trust Company of New York is the
administrative agent for the 10% PIK Notes and the 16% PIK
Notes. Kramer Levin has represented Law Debenture as an
indenture trustee in matters wholly unrelated to these
Chapter 11 Cases. In addition, Law Debenture has served as
a member of the Official Committee of Unsecured Creditors of
General Motors Corporation (n/k/a Motors Liquidation
Corporation) and Capmark Financial Group, Inc. and Kramer
Levin formerly represented those committees;
* Mudrick Capital Management LP and certain affiliates are
lenders under the Prepetition $185 Million Facility and the
Prepetition $20 Million Facility and holders of 10% PIK
Notes and Common Stock of Parent;
* Wilmington Trust N.A. is identified on the Retention
Checklist as an agent under the Prepetition $185 Million
Facility and the Prepetition $20 Million Facility. In
addition, Wilmington Trust previously served as a member of
the Official Committees of Unsecured Creditors of NII
Holdings, Inc., Residential Capital LLC, Patriot Coal
Corporation, Capmark Financial Group, Inc., General Motors
Corporation (n/k/a Motors Liquidation Company), Smurfit-
Stone Container Corp., Cooper-Standard Automotive, Inc. and
Dana Corporation and Kramer Levin formerly represented those
committees;
* As part of Kramer Levin's creditors' rights practice, Kramer
Levin represents agent banks, bank groups, shareholder
groups, bondholder groups and creditors' committees in
connection with restructuring, bankruptcy and corporate
matters. The Debtors have numerous creditors and other
parties-in-interest. Kramer Levin may have represented, may
currently or in the future represent, or be deemed adverse
to, creditors or parties-in-interest in addition to those
specifically disclosed herein in matters unrelated to these
cases;
* As part of its practice, Kramer Levin routinely represents
buyers and sellers of distressed debt and securities. One
or more clients of the firm may now or later purchase
secured or unsecured claims against the Debtors. Kramer
Levin has not and will not represent any entity in the
purchase or sale of any debt or securities of the Debtors
during Kramer Levin's representation of the Debtors herein;
and
* In addition to its creditors' rights practice, Kramer Levin
is a full service law firm with active real estate,
intellectual property, corporate, tax and litigation
practices. Kramer Levin appears in cases, proceedings and
transactions involving many different attorneys,
accountants, financial consultants and investment bankers,
some of which now or may in the future represent claimants
or parties-in-interest in these cases.
Mr. Rogoff contends that each of the described connections are
unrelated to the matters upon which Kramer Levin is to be
retained.
About TGHI, Inc.
TGHI, Inc. and Parent THI, Inc. filed petitions under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 16-10300 and
16-10301, respectively) on Feb. 9, 2016, to effectuate a wind down
and dissolution of their estates.
The Debtors were the former direct or indirect holding companies of
Targus Group International, Inc. and its operating subsidiaries --
which are now unaffiliated with the Debtors and are not "Debtors"
in the Chapter 11 Cases -- and were a leading global supplier of
carrying cases and accessory products for the mobile lifestyle.
TGII and its operating subsidiaries were a global supplier of
carrying cases and accessory products for the mobile lifestyle.
The Parent owns 100% of the equity interests in Holdings. Holdings
owned 100% of the equity interests in TGII prior to the Oct. 30,
2015 transaction.
After various events of default commencing in December 2014 under
each of the operative senior secured revolving loan and term loan
credit facilities, the Debtors obtained various forbearances.
Pursuant to a Transaction Support Agreement dated May 21, 2015 with
holders of a prepetition $185 million credit facility, the Debtors
agreed to release the common stock into escrow and a marketing
process for a sale or refinancing transaction was commenced. The
marketing process, however, failed to yield a result that would
repay a meaningful portion of the debt facilities. On Oct. 30,
2015, 100% of the stock of TGII was released to an entity
controlled by the $185 Million Facility Lenders in exchange for an
agreement to fund the administration of the Debtors' Chapter 11
cases and the wind-down of the Debtors, and provide a "transaction
consideration" for the benefit of Holdings' creditors.
TGHI, Inc. estimated assets in the range of $1 million to $10
million and liabilities of $10 million to $50 million. Parent THI,
Inc. estimated assets of $0 to $50,000 and liabilities of $50
million to $100 million.
Judge Michael E. Wiles is assigned to the cases.
The Debtors have engaged Klestadt Winters Jureller Southard &
Stevens, LLP as counsel and Kurtzman Carson Consultants LLC as
claims, noticing agent and administrative agent.
The Debtors also tapped Kramer Levin Naftalis & Frankel LLP's Adam
C. Rogoff, Esq. -- arogoff@kramerlevin.com -- and Anupama
Yerramalli, Esq. -- ayerramalli@kramerlevin.com -- as special
counsel.
* * *
On Feb. 11, 2016, the Court entered an order establishing a March
18, 2016 general claims bar date, and an Aug. 8, 2016 governmental
claims bar date.
The Combined Hearing -- at which time the Court will consider,
among other things, the Solicitation Procedures, the adequacy of
the Disclosure Statement and confirmation of the Prepack Plan of
Liquidation --
will commence at 11:00 a.m., (prevailing New York time) on April 1,
2016, which date may be continued from time to time without further
notice other than adjournments announced in open court.
TGHI INC: Wants to Employ Klestadt Winters as Bankruptcy Counsel
----------------------------------------------------------------
TGHI, Inc. and Parent THI, Inc., seek authority from the U.S.
District Court for the Southern District of New York to employ
Klestadt Winters Jureller Southard & Stevens, LLP, as their general
bankruptcy counsel, nunc pro tunc to the Petition Date.
As general bankruptcy counsel, KWJS&S will, among other things:
(a) advise the Debtors with respect to their rights, powers
and duties as debtors and debtors in possession in the
continued management and operation of their businesses and
assets;
(b) attend meetings and negotiating with representatives of
creditors and other parties-in-interest and advising and
consulting on the conduct of the case, including all of
the legal and administrative requirements of operating
under Chapter 11;
(c) take all necessary action to protect and preserve the
Debtors' estates, including prosecution of actions on
behalf of the Debtors, the defense of any actions
commenced against the estates, negotiations concerning
litigation in which the Debtors may be involved and
objections to claims filed against the estates;
(d) prepare on behalf of the Debtors such motions,
applications, answers, orders, reports, and papers
necessary to the administration of the estates;
(e) assist the Debtors in their analysis and negotiations with
any third party concerning matters related to the
realization by creditors of a recovery on claims and other
means of realizing value;
(f) represent the Debtors at all hearings and other
proceedings;
(g) assist the Debtors in their analysis of matters relating
to the legal rights and obligations of the Debtors with
respect to various agreements and applicable laws;
(h) review and analyze all applications, orders, statements,
and schedules filed with the Court and advise the Debtors
as to their propriety;
(i) assist the Debtors in preparing pleadings and applications
as may be necessary in furtherance of the Debtors'
interests and objectives;
(j) assist and advise the Debtors with regard to their
communications to the general creditor body regarding any
proposed Chapter 11 plan or other significant matters in
these Chapter 11 Cases;
(k) assist the Debtors with respect to consideration by the
Court of any disclosure statement or plan prepared or
filed pursuant to Section 1125 or 1121 of the Bankruptcy
Code and taking any necessary action on behalf of the
Debtors to obtain confirmation of the plan; and
(l) perform other legal services as may be required and deemed
to be in the interest of the Debtors in accordance with
their powers and duties as set forth in the Bankruptcy
Code.
Partners of the Firm bill from $475 to $675 per hour; associates
bill from $250 to $375 per hour; and the Firm's paralegals bill at
$150 per hour. KWJS&S will also charge the Debtors in all areas of
practice for all other expenses incurred in connection with the
case.
Tracy L. Klestadt, Esq., a partner at KWJS&S, tells the Court that
KWJS&S does not hold and does not represent any interest adverse to
the Debtors, their creditors, landlords, professionals or any other
party-in-interest or their attorneys or professionals. Mr.
Klestadt assures the Court that the Firm is "disinterested", as
that term is defined in section 101(14) of the Bankruptcy Code.
Mr. Klestadt discloses that prior to the Petition Date, on
June 12, 2015, KWJS&S received a retainer deposit of $50,000 from
non-debtor Targus Group International, Inc. on behalf of the
Debtors. On February 5, 2016, KWJS&S received an additional
retainer deposit of $75,000 from the Debtors. On the Petition
Date, KWJS&S debited $28,647 from the then-remaining balance of the
Retainer. The remaining balance of $46,352 is being held by KWJS&S
for payment of postpetition fees and expenses after allowance by
the Court.
About TGHI, Inc.
TGHI, Inc. and Parent THI, Inc. filed petitions under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 16-10300 and
16-10301, respectively) on Feb. 9, 2016, to effectuate a wind down
and dissolution of their estates.
The Debtors were the former direct or indirect holding companies of
Targus Group International, Inc. and its operating subsidiaries --
which are now unaffiliated with the Debtors and are not "Debtors"
in the Chapter 11 Cases -- and were a leading global supplier of
carrying cases and accessory products for the mobile lifestyle.
TGII and its operating subsidiaries were a global supplier of
carrying cases and accessory products for the mobile lifestyle.
The Parent owns 100% of the equity interests in Holdings. Holdings
owned 100% of the equity interests in TGII prior to the Oct. 30,
2015 transaction.
After various events of default commencing in December 2014 under
each of the operative senior secured revolving loan and term loan
credit facilities, the Debtors obtained various forbearances.
Pursuant to a Transaction Support Agreement dated May 21, 2015 with
holders of a prepetition $185 million credit facility, the Debtors
agreed to release the common stock into escrow and a marketing
process for a sale or refinancing transaction was commenced. The
marketing process, however, failed to yield a result that would
repay a meaningful portion of the debt facilities. On Oct. 30,
2015, 100% of the stock of TGII was released to an entity
controlled by the $185 Million Facility Lenders in exchange for an
agreement to fund the administration of the Debtors' Chapter 11
cases and the wind-down of the Debtors, and provide a "transaction
consideration" for the benefit of Holdings' creditors.
TGHI, Inc. estimated assets in the range of $1 million to $10
million and liabilities of $10 million to $50 million. Parent THI,
Inc. estimated assets of $0 to $50,000 and liabilities of $50
million to $100 million.
Judge Michael E. Wiles is assigned to the cases.
The Debtors have engaged Klestadt Winters Jureller Southard &
Stevens, LLP as counsel and Kurtzman Carson Consultants LLC as
claims, noticing agent and administrative agent.
The Debtors also tapped Kramer Levin Naftalis & Frankel LLP's Adam
C. Rogoff, Esq. -- arogoff@kramerlevin.com -- and Anupama
Yerramalli, Esq. -- ayerramalli@kramerlevin.com -- as special
counsel.
* * *
On Feb. 11, 2016, the Court entered an order establishing a March
18, 2016 general claims bar date, and an Aug. 8, 2016 governmental
claims bar date.
The Combined Hearing -- at which time the Court will consider,
among other things, the Solicitation Procedures, the adequacy of
the Disclosure Statement and confirmation of the Prepack Plan of
Liquidation --
will commence at 11:00 a.m., (prevailing New York time) on April 1,
2016, which date may be continued from time to time without further
notice other than adjournments announced in open court.
THE CHOSEN CHORD: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of The Chosen Chord, Inc.
The Chosen Chord, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla., Case No. 16-00875) on February
2, 2016. The Debtor is represented by Joel S. Treuhaft, Esq., at
Palm Harbor Law Group P.A.
TIMOTHY PLACE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Timothy Place, NFP filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:
Schedule A/B: Assets-Real and Personal Property
1a. Real property: $122,732,569
1b. Total personal property: $20,074,693
-----------------
1c. Total of all property: $142,807,262
Summary of Liabilities
Schedule D: Creditors Who Have Claims
Secured by Property $148,121,692
Schedule E/F: Creditors Who Have
Unsecured Claims
3a. Total claim amounts of
priority unsecured claims $0
3b. Total amount of claims of
nonpriority amount of
unsecured claims $119,109
-----------------
Total liabilities $148,240,800
About Timothy Place
Headquartered in Elmhurst, Illinois, Timothy Place, NFP and
Christian Healthcare Foundation, NFP own and operate Park Place
Christian Community of Elmhurst, a continuing care retirement
community which provides its residents with independent living
units, enriched housing, memory support services, comprehensive
licensed skilled nursing care, and related health, social, and
quality of life programs and services.
The Debtors filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Ill. Case Nos. 16-01336 and 16-01337, respectively) on Jan. 17,
2016. The petitions were signed by William DeYoung as chief
financial officer. The Debtors estimated both assets and
liabilities in the range of $100 million to $500 million. Judge
Jacqueline P. Cox has been assigned the case.
The Debtors have engaged McDonald Hopkins LLC as counsel, North
Shores Consulting, Inc., as financial advisor and Globic Advisors
as claims and noticing agent.
TIMOTHY PLACE: Final Order Approving Cash Collateral Use Issued
---------------------------------------------------------------
Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, entered a final
order authorizing debtors Timothy Place, NFP, et. al., to use cash
collateral.
Judge Cox authorized the Debtors to use, as cash collateral, any
revenues derived by them in the ordinary course of their business,
all accounts receivable held by the Debtors, and all amounts
currently held in the Debtors' operating accounts ("Cash
Collateral") until the earlier of (i) the Debtors' ability to use
Cash Collateral terminates as the result of the occurrence of a
Termination Event or (ii) the last day included in the Cash
Collateral Budget.
Pursuant to the Budget, the Cash Collateral will be used to pay for
expenses totaling approximately (a) $493,864, for the week
beginning March 6, 2016; (b)$336,500, for the week beginning March
13, 2016; (c) $233,592, for the week beginning March 20, 2016; (d)
$520,881, for the week beginning March 27, 2016; and (e) $594,216,
for the week beginning April 3, 2016.
The Final Order was entered upon terms agreed to by and between the
Debtors and UMB Bank, N.A., in its capacity as successor trustee
for the bonds issued by the Illinois Finance Authority for the
benefit of the Debtors. As adequate protection for any diminution
in value of its collateral, the Bond Trustee will receive
replacement liens and a superpriority administrative expense
claim.
The Final Order provides that the Debtors' access to cash
collateral will terminate in the event the Debtors fail to comply
with certain plan milestones, including failure to obtain an order
confirming their plan of reorganization by March 29, 2016.
A full-text copy of the Final Order, dated Feb. 16, 2016 is
available at http://is.gd/JUJA2a
Timothy Place, NFP, and its affiliated debtors are represented by:
David A. Agay, Esq.
Joshua A. Gadharf, Esq.
MCDONALD HOPKINS LLC
300 North LaSalle Street, Suite 2100
Chicago, IL 60654
Telephone: (312)280-0111
Facsimile: (312)280-8232
E-mail: dagay@mcdonaldhopkins.com
jgadharf@mcdonaldhopkins.com
- and -
Shawn M. Riley, Esq.
Manju Gupta, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue, E., Suite 2100
Cleveland, OH 44114
Telephone: (216)348-5400
Facsimile: (216)348-5474
E-mail: sriley@mcdonaldhopkins.com
mgupta@mcdonaldhopkins.com
About Timothy Place, NFP
Headquartered in Elmhurst, Illinois, Timothy Place, NFP and
Christian Healthcare Foundation, NFP own and operate Park Place
Christian Community of Elmhurst, a continuing care retirement
community which provides its residents with independent living
units, enriched housing, memory support services, comprehensive
licensed skilled nursing care, and related health, social, and
quality of life programs and services.
The Debtors filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Ill. Case Nos. 16-01336 and 16-01337, respectively) on Jan. 17,
2016. The petitions were signed by William DeYoung as chief
financial officer. The Debtors estimated both assets and
liabilities in the range of $100 million to $500 million. Judge
Jacqueline P. Cox has been assigned the case.
The Debtors have engaged McDonald Hopkins LLC as counsel, North
Shores Consulting, Inc., as financial advisor and Globic Advisors
as claims and noticing agent.
TRAC INTERMODAL: Moody's Assigns Caa1 Rating on New $485MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to TRAC Intermodal
LLC's planned $485 million senior secured second lien notes due
2021. The Second Lien Notes are being issued to fund a $325
million dividend and redeem TRAC's $150 million 11% Senior Secured
Notes due 2019. Should the transaction proceed as planned, Moody's
expects to downgrade TRAC's corporate family rating (CFR) to B2
from B1 and withdraw the ratings on TRAC's existing $150 million
senior secured second lien notes. Moody's has also assigned an
SGL-3 rating to TRAC. The outlook is stable.
RATINGS RATIONALE
The Caa1 rating on the Second Lien Notes reflects TRAC's high
financial leverage and less predictability in the cash flow going
forward. Pro forma for the increased debt, Moody's anticipates
that TRAC's leverage will be about 7.0 times debt to EBITDA.
The chassis leasing industry has changed in the last several years
to a potentially more volatile model of shared pools by multiple
users at a daily rate, rather than the more stable model that had
relied on long term leases. The new model has yet to be tested
through a downcycle, wherein TRAC would experience capacity and
pricing pressure, in Moody's view. In addition, Moody's believes
the liquidation value of the company's fleet in a stressed scenario
would be insufficient to make lenders whole.
The stable outlook anticipates that TRAC, as the largest
independent North American lessor of chassis, will efficiently
manage its fleet during the current period of moderating freight
volumes to support margin and cash flows. As such, the cash flow
we expect TRAC to generate will enable the company to lower debt to
EBITDA through calendar year 2017.
The ratings could be downgraded if Moody's expects EBIT margins to
fall to 15%, or debt to EBITDA is not lowered below 5.0 times on a
sustained basis, EBIT to Interest of less than 1.3 times or
persistently negative free cash flow and a deterioration in
liquidity could also result in a ratings downgrade.
The ratings could be upgraded if the company were to repay a
substantial portion of its debt, while improving operating margins
and maintaining an appropriate balance of fleet size to underlying
demand, such that debt to EBITDA declines below 4.5 times, EBIT to
Interest approaches 2.0 times, and Retained Cash Flow to Debt would
exceeds 15%.
Moody's assigned these ratings:
Issuer: TRAC Intermodal LLC:
Proposed 5-year Second Lien Senior Secured Notes, Caa1 (LGD5)
Speculative Grade Liquidity Rating, SGL-3
TRAC Intermodal LLC, headquartered in Princeton, NJ, is a leading
provider of intermodal container chassis to the transportation
industry in North America.
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.
TRINITY TOWN: Has $500K DIP Financing From Sunfield Homes
---------------------------------------------------------
Trinity Town Center, LLLP, asks the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, for authorization to
obtain postpetition financing from existing lender Sunfield Homes.
The Debtor contends that it has an immediate need to obtain
post-petition financing to pay its normal and ordinary operating
expenses as they come due in the ordinary course of the Debtor's
business and to make those purchases necessary to preserve the
going concern value of its business and assets pending any
reorganization efforts.
Sunfield has agreed to an open-ended line of credit up to $500,000
to be secured by a security interest in and lien upon the Debtor's
real property and other business assets and an extension of its
first-priority lien and administrative expense claim. The Debtor
submits that the protection requested by Sunfield are reasonable in
light of the risk that Sunfield is taking by agreeing to lend the
Debtor the additional sums, and are the only realistic source of
postpetition financing and liquidity.
The principal terms of the DIP Financing Agreement are:
* Borrower: Debtor
* Amount of DIP Financing: $500,000.
* Term: Open-ended line of credit. The monthly payments will
consist of fixed 6.5% interest per annum. The Interest will be
paid monthly, maturity due of Oct. 31, 2016. The Term will
commence Oct. 31, 2016.
* Interest Rate: 6.25% APR.
* Security: The loan is an extension of credit secured by (a) a
Mortgage and Security Agreement dated as of December 21, 2012,
recorded on December 28, 23012, in O.R. Book 8806, page 940, public
records of Pasco County, Florida ("Mortgage"); (b) an Assignment of
Rents and Leases dated December 21, 2012, recorded on December 28,
2012, in O.R. Book 8806, page 966, public records of Pasco County,
Florida ("Assignment of Rents"); and (c) a UCC financing statement
recorded on December 28, 2012, in O.R. Book 8806, page 974, public
records of Pasco County, Florida ("Financing Statement"). All liens
against Maker's real and personal property granted under the
Mortgage, Assignment of Rents and Financing Statement to secure
repayment of the Original Note shall also secure the obligations
evidenced by this Revolving Line of Credit Promissory Note.
* Specific Contingency: Sunfield will seek administrative
priority treatment as a creditor by the bankruptcy judge of
jurisdiction and will continue to secure a first priority lien,
senior in dignity to all other liens encumbering the property.
A continued hearing on the Debtor's Motion is scheduled on March
17, 2016 at 3:30 p.m.
Limited Objection
Creditor Gravity Systems, Inc., contends that although it does not
want to obstruct the Debtor's efforts to obtain financing to
prevent irreparable harm to the Debtor's real estate project
located in Trinity, Florida ("Project"), it must, however, protect
its first position lien on the Project. Gravity Systems requests
that the Court: (i) authorize the Debtor to obtain postpetition
financing to pay only those expenses such as insurance and
utilities which are necessary to avoid immediate and irreparable
harm to the estate; (ii) schedule a further hearing to consider the
Debtor's request to pay other expenses; and (iii) grant Sunfield a
priming lien on the Project only to the extent of the postpetition
financing authorized by the Court and provided to the estate.
Trinity Town Center, LLLP, is represented by:
James W. Elliott, Esq.
MCINTYRE THANASIDES BRINGGOLD ELLIOTT
GRIMALDI & GUITO, P.A.
501 E. Kennedy Blvd., Ste. 1900
Tampa, FL 33602
Telephone: (813)899-6059
Facsimile: (813)899-6069
E-mail: james@mcintyrefirm.com
Gravity Systems, Inc., is represented by:
Russell M. Blain, Esq.
Amy Denton Harris, Esq.
Adam G. Suess, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison Street, Suite 200
Tampa, FL 33602
Telephone: (813)229-0144
Facsimile: (813)229-1811
E-mail: rblain@srbp.com
aharris@srbp.com
asuess@srbp.com
About Trinity Town Center
Trinity Town Center LLLP is a Florida limited liability limited
partnership, developing, owning and operating the Trinity Town
Center, a real estate project located in Trinity, Florida, that is
intended to be used as a life style center containing retail,
restaurant, financial services, and offices for professional and
medical.
On Jan. 20, 2015, Trinity Town Center LLLP filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-00405) in Tampa, Florida.
The petition was signed by Michael D. Luetgert, the CRO.
The Debtor estimated assets of $10 million to $50 million and debt
of $0 to $50,000.
The Debtor has tapped McIntyre Thanasides Bringgold Elliot as its
legal counsel.
* * *
The 11 U.S.C. Sec. 341(a) meeting of creditors was scheduled for
March 9, 2016. The deadline for filing claims is May 9, 2016.
VICTORY MEDICAL: Hearing on Plan Confirmation Set for March 21
--------------------------------------------------------------
A Chapter 11 plan for Victory Medical Center Mid-Cities LP and its
affiliates will be considered for approval this month, according to
court filings.
U.S. Bankruptcy Judge Russell Nelms will hold a hearing on March
21, 2016, to consider the restructuring plan proposed by Victory
Medical Center and the official committee of unsecured creditors.
Last month, the bankruptcy judge approved the outline of the plan
or the so-called disclosure statement, allowing Victory Medical
Center to begin soliciting votes from creditors.
A disclosure statement gives creditors in-depth information about a
bankrupt company's affairs to enable them to make an informed
judgment and vote on a proposed plan.
Victory Medical Center's restructuring plan proposes to pay
creditors from the available cash held by the companies and the
official appointed to administer the trusts that will be created
under the plan.
According to the plan, HPRH Investments LLC, a secured creditor,
will be paid over time from the trustee's available cash with
simple interest at a rate of 10% per annum while other secured
creditors will have their collateral surrendered in satisfaction of
their claims.
General unsecured creditors will be paid a pro rata share of the
remaining cash held by the trustee. Meanwhile, those who own
equity interest will receive no distribution until all claims that
are classified under the plan are paid.
The plan will also be funded through the exit facility provided by
HPRH Investments, accounts receivables collected and proceeds from
the prosecution of certain claims.
A copy of the latest version of the disclosure statement is
available for free at http://is.gd/C7Fy3h
About Victory Healthcare
Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.
Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas. Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.
The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.
VICTORY MEDICAL: Wins Approval to Get Loan from HFG Capital
-----------------------------------------------------------
Victory Medical Center Mid-Cities LP received court approval to get
a loan from HFG Capital Investments LLC.
The order, issued by U.S. Bankruptcy Judge Russell Nelms, approved
the loan, which will be used to pay the expenses that Victory
Medical Center and its affiliates will incur from the solicitation
of votes on their proposed restructuring plan.
HFG-Cap will provide $6,500 loan to Victory Medical Center and each
of its affiliates for a total of $71,500 at an annual interest rate
of 7%, according to court filings.
Separately, Victory Medical Center announced in a court filing that
a reconciliation of the intercompany transfers between the
companies and their non-debtor affiliates has been completed. A
copy of the court filing is available at http://is.gd/u2BQBx
About Victory Healthcare
Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.
Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas. Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.
The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.
VILLAGE VENTURES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Village Ventures Realty, Inc.
Village Ventures Realty, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Ark., Case No. 16-70284) on
February 8, 2016. The Debtor is represented by Marc Honey, Esq.,
at Honey Law Firm, PA.
WIRECO WORLDGROUP: S&P Lowers CCR to 'B-', Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Kansas City, Mo.-based WireCo WorldGroup Inc. one
notch to 'B-' from 'B'. The rating outlook is negative.
At the same time, S&P lowered the issue-level ratings on WireCo's
senior credit facilities due February 2017 to 'B' from 'B+' and its
$425 million senior unsecured notes due 2017 to 'CCC+' from 'B-'.
The '2' recovery rating on the company's senior secured credit
facilities due February 2017 and '5' recovery rating on the
company's 9.5% senior unsecured notes due May 2017 are unchanged.
The '2' recovery rating indicates S&P's expectation for substantial
(70% to 90%; at the upper end of the range) recovery in the event
of a payment default while the '5' recovery rating indicates S&P's
expectation for modest (10% to 30%; at the lower end of the range)
recovery in the event of a payment default.
"The negative outlook reflects the heightened execution risk
related to WireCo refinancing its near-term debt maturities, which
could result in a rating within the 'CCC' category if the
refinancing is not completed over the next several months," said
Standard & Poor's credit analyst Michael Maggi. "We also continue
to expect adjusted debt to EBITDA will remain below 8x over the
next 12 months."
S&P could lower the ratings further if it viewed a default to be
likely over the next 12 months. This would likely occur if the
company does not refinance its upcoming debt maturities over the
next several months.
Until WireCo refinances its upcoming debt maturities, it is
unlikely that S&P would take a positive rating action. However, if
its debt is refinanced in a favorable manner, it is likely S&P
would revise the outlook to stable. S&P could also raise the
ratings on WireCo to 'B' if the company maintained adjusted
leverage below 8x and a liquidity assessment of at least adequate.
WOOD RESOURCE: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, appointed three
creditors of Wood Resource Recovery, LLC, to serve on the official
committee of unsecured creditors.
The Committee members are:
(1) Reinhold Corporation
dba Shadowlawn Farms/Nursery
c/o George M. Egan, President/CEO
1845 Town Center Blvd., Suite 105
Orange Park, FL 32003
904-269-5857 FAX: 904-269-8382
Email: gegan@reinholdcorporation.com
(2) Beard Equipment Company
c/o Kimberly A. Daly, Credit Manager
6870 Phillips Highway
Jacksonville, FL 32216
904-296-5000 FAX: 904-296-0525
Email: kdaly@beardequipment.com
(3) Gainesville Renewable Energy Center, LLC
c/o Energy Management, Inc.
Attn.: Mitchell H. Jacobs, Esq.
20 Park Plaza, Suite 320
Boston, MA 02116
617-904-3100 FAX: 617-904-3109
Email: jacobs@emienergy.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Wood Resource
Gainesville, Florida-based Wood Resource Recovery, L.L.C., filed on
Jan 28, 2016, voluntary petitions (Bankr. N.D. Fla., Case No.
16-10014). The case is assigned to Judge Karen K. Specie.
Wood Resource Recovery disclosed estimated assets and liabilities
of between $10 million to $50 million as of the Chapter 11 filing.
The Debtor's proposed bankruptcy counsel is Seldon J. Childers,
Esq., at ChildersLaw, LLC.
ZUCKER GOLDBERG: Examiner Taps DSI as Accountant
------------------------------------------------
Donald H. Steckroth, the examiner appointed in the Chapter 11 case
of the law firm Zucker, Goldberg & Ackerman, LLC, seeks to employ
Development Specialists, Inc., as examiner, effective as of Feb.
22, 2016.
The Examiner is authorized to investigate any and all claims of the
estate against insiders and related third parties and any matters
determined to be appropriate by the Examiner. To discharge his
duties, the Examiner has determined that retaining an accountant
will assist him in conducting his investigation.
DSI will perform these services: (a) forensically analyzing the
historical financial information and operations of the Debtor; (b)
analyzing transactions of the Debtor to evaluate potential claims
for preferences or fraudulent transfers under either Section 547 or
Section 548 of the United States Bankruptcy Code, or under
applicable New Jersey state statutes; (c) investigating any and all
claims of the estate against any insiders and related third
parties; and (d) performing such other tasks as, from time to time,
will be directed of DSI by the Examiner.
DSI will maintain detailed, contemporaneous time records and will
request reimbursement for actual and necessary expenses incurred.
The current hourly rates of DSI professionals are: (a) senior
managing directors, $660 per hour; and (b) financial analysts, $280
per hour.
William A. Brandt, Jr., CEO of DSI, attests that DSI does not hold
an adverse interest to the estate, does not represent an adverse
interest to the estate, and is a disinterested person under 11
U.S.C. Sec. 101(14).
The firm can be reached at:
William A. Brandt, Jr.
President & CEO
DEVELOPMENT SPECIALISTS, INC.
110 East 42nd Street, Suite 1818
New York, NY 10017
Tel: 312-263-4141
E-mail: bbrandt@dsi.biz
About Zucker Goldberg
Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters. The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm. ZGA's primary offices
are in Mountainside, New Jersey.
Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on
Aug. 3, 2015, to complete the orderly liquidation of the business.
The case is assigned to Judge Christine M. Gravelle.
The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.
ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing
and balloting agent.
On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee. The
Committee on Oct. 15, 2015, won approval to retain McCarter &
English, LLP ("McCarter") to serve as Committee counsel, effective
as Aug. 14, 2015.
* * *
The Debtor in December 2015 filed a "Plan of Orderly Liquidation"
which provides for the wind down of the firm's business. The Plan
was put on hold pending the issuance of a report by the examiner.
The Court on Feb. 8, 2016, entered an order approving the Acting
U.S. Trustee's appointment of former bankruptcy judge Donald H.
Steckroth, Esq., as examiner. The Creditors Committee sought an
examiner to investigate possible claims against current and former
members of the bankrupt foreclosure law firm and related
"insiders".
[*] Conway Eyes Hospital, Municipal Advisory Work with New Firm
---------------------------------------------------------------
Aleksandrs Rozens, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Van Conway, a co-founder of Conway
Mackenzie, which advised Detroit on the city's record bankruptcy,
has started a new advisory firm that will focus on troubled
hospitals and local governments.
According to the Bloomberg report, the new firm, Van Conway &
Partners LLC, is based in Birmingham
Michigan, Conway said in a telephone interview. Mr. Conway, 63,
left Conway MacKenzie in February, the report related.
Mr. Conway told Bloomberg he plans to hire 10 senior professionals
by the end of March for the new consulting firm. Van Conway &
Partners has already hired as partner Shane Cerone, a former
president of Beaumont Hospital in Royal Oak, Michigan, the report
said. Mr. Cerone will focus on advising hospitals and medical
practices, the company said.
Van Conway also hired William Martines as a partner in a separate
line of business focused on public-private transactions and the
federal government's EB-5 immigrant investor program, the report
related.
[*] MorrisAnderson Promotes Steve Agran to Principal
----------------------------------------------------
The Wall Street Journal reported that Steven Agran has been
promoted to principal and shareholder at turnaround firm
MorrisAnderson, and Mark Briden has been promoted to director.
According to the Journal, Mr. Agran was previously managing
director. He has experience leading restructurings, turnarounds
and interim management projects for distressed companies in
industries including trucking and food services, the report
related.
Mr. Briden, previously associate director, advises underperforming
and distressed companies, the Journal further related. He has
worked on corporate turnarounds and restructurings both in and out
of court, the Journal added.
Mr. Agran may ba reached at:
Steven F. Agran
Principal
MORRISANDERSON
469 Seventh Avenue
7th Floor
New York, NY 10018
Tel: (917) 281-9310
Fax: (877) 273-1129
E-mail: sagran@morrisanderson.com
Mr. Briden may be reached at:
Mark Briden
Director
MORRISANDERSON
55 West Monroe Street
Suite 2350
Chicago, IL 60603
Tel: (312) 254-0880
E-mail: mbriden@morrisanderson.com
[*] Randy Mehrberg Rejoins Jenner & Block as Partner
----------------------------------------------------
Jenner & Block announced on March 4 that former partner Randall E.
Mehrberg is rejoining the firm in the Chicago office. Mr. Mehrberg
has more than 35 years of experience in private practice, and as a
chief legal counsel and a strategic business leader for
multi-billion-dollar public companies. As a Jenner & Block
partner, Mr. Mehrberg will support the firm's Corporate,
Litigation, and Restructuring and Bankruptcy Practices. He will
also help grow the firm's Energy and Regulatory industry groups.
In addition to having both transactional and litigation experience,
Mr. Mehrberg twice served as general counsel for large public
companies, ran a subsidiary of a multinational company and was also
a government GC. He has had significant P&L responsibility, led
thousands of employees, managed multi-million-dollar budgets, and
directed M&A and corporate strategy at two public companies.
"I look forward to helping clients across the business and legal
landscape," Mr. Mehrberg said. "Having run a business and as a
member of senior leadership teams, I helped leading companies
establish strategies, set goals, prioritize, execute plans and
achieve results across industries and geographies. As a general
counsel, I focused my teams on finding a way to yes within the
bounds of ethics and the law, providing clients with multiple
business solutions to complex problems. I understand the
challenges, pressures, barriers and budgetary constraints general
counsel and their teams face every day. I have engaged scores of
law firms over the years, and I know what differentiates great law
firms and superior legal services, how to drive excellence and help
clients achieve their goals. I look forward to employing those
experiences to help my Jenner & Block clients achieve success on
their most important matters."
Mr. Mehrberg has worked across all aspects of corporate law,
including mergers and acquisitions, financings, securities,
corporate governance, regulatory, commercial transactions,
government relations, restructuring, work-outs, tax, real estate,
environmental and labor and employment. He also has significant
litigation experience, including internal investigations.
In addition to his legal experience, Mr. Mehrberg also has had
leadership experience at major, complex organizations, including
serving as executive vice president, chief administrative
officer/chief legal officer at Exelon, the United States' largest
electric utility at the time, and as president of PSEG Energy
Holdings, a multi-billion-dollar subsidiary of Public Service
Enterprise Group. At PSEG, Mr. Mehrberg also had responsibility
for the parent company's strategy, M&A, government affairs,
communications, human resources, diversity and inclusion and
philanthropy. He also served on the board of directors and as Vice
Chairman of Nuclear Electric Insurance Limited, an insurer of every
US and many international nuclear utilities.
"We are both fortunate and excited to have Randy rejoin the firm,"
said Jenner & Block Managing Partner Terrence J. Truax. "His deep
understanding of the business and legal landscape is a significant
asset to the firm in advising on our strategic efforts in several
practice areas."
Mr. Mehrberg rejoins the firm after serving most recently as
executive vice president and general counsel at Vail Resorts, a
leading mountain resort company headquartered in Colorado. In that
role, he was responsible for all legal affairs, governance,
compliance, ethics, sustainability, public affairs and
philanthropy.
"Randy has had a distinguished business career involving
significant leadership positions at major corporations and
organizations," firmwide Corporate Chair Joseph P. Gromacki said.
"His experience adds to the corporate governance and strategic
counseling capabilities of the firm in advising boards and senior
management on their most challenging issues. Randy's arrival
represents yet another significant addition to our firm."
Mr. Mehrberg represents the sixth lateral partner to join Jenner &
Block's transactional practice in the past 12 months. Partner H.
Kurt von Moltke, a three-decade corporate lawyer, in February
departed Kirkland & Ellis to become co-chair of the firm's Mergers
and Acquisitions Practice. Richard Levin, an author of the 1978 US
Bankruptcy Code, left Cravath, Swaine & Moore in 2015 to join
Jenner & Block as a partner in New York; he is currently co-chair
of the firm's Restructuring and Bankruptcy Practice. In addition,
Chicago private equity lawyer Alan B. Roth, who has one of the most
active fund formation and small business investment company
practices in the United States, joined the firm as a partner from
Locke Lord.
Mr. Mehrberg began his legal career in 1980 as an associate at
Jenner & Block, where he became a partner in 1986. In 1993, he
became general counsel and lakefront director for the Chicago Park
District. He returned to the law firm in 1997, remaining until he
joined Exelon as its general counsel in 2000.
During his time with the firm, Mr. Mehrberg had a broad and diverse
practice, including significant restructuring and work-out matters.
He was a key member of teams involved in the firm's notable
railroad restructuring work; he represented media companies in
libel matters and law firms in malpractice matters. Mr. Mehrberg
maintained an active pro bono practice and successfully intervened
in the United States Supreme Court and lower courts on behalf of 65
major corporations in support of the University of Michigan's
consideration of diversity in admissions. He served as second
chair in an independent investigation into allegations of racial
profiling by the Highland Park Police Department.
Mr. Mehrberg has served on the boards of a variety of
organizations, including the University of Pennsylvania School of
Medicine, the University of Michigan Law School Dean's Advisory
Council, the Lincoln Park Zoo, Museum of Science & Industry and
Millennium Park in Chicago. He is a member of the Association of
General Counsel, which comprises the GCs of the largest companies
in the United States. Mr. Mehrberg also chaired the Northwestern
Law School Corporate Counsel Institute.
"Jenner & Block is my professional home. It is where I learned how
to be a lawyer, grew as a professional and a person, made many life
friends, and practiced with a strong sense of purpose, ethics and
pride. I have tremendous respect and affection for the firm," Mr.
Mehrberg said. "There is a genuine Jenner & Block difference.
Across the firm, lawyers operate at the highest levels in the legal
profession, driving excellence in all they do with complete
devotion to their clients. This consistent level of excellence
enables the firm’s lawyers to truly achieve superior outcomes."
Mr. Mehrberg earned his JD from the University of Michigan and his
BS in economics from the University of Pennsylvania, Wharton School
of Business, magna cum laude.
Mr. Mehrberg may be reached at:
Randall E. Mehberg, Esq.
JENNER & BLOCK
353 N. Clark Street
Chicago, IL 60654-3456
Tel: 312 840-7505
Email: rmehrberg@jenner.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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The TCR subscription rate is $975 for 6 months delivered via
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