/raid1/www/Hosts/bankrupt/TCR_Public/160406.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, April 6, 2016, Vol. 20, No. 97
Headlines
ABEINSA HOLDING: Meeting to Form Creditors' Panel Set for April 13
ABENGOA BIONERGY: Prime Clerk Approved as Claims Agent
AGRITECH WORLD: Delays Filing of 2015 Annual Report
ALONSO & CARUS: Settlement With Banco Popular Approved
ALONSO & CARUS: Wins Approval of Consensual Plan
ALPHA NATURAL: Ernst & Young OK'd to Conduct Liquidation Analysis
AMERICAN HOSPICE: Hires Harris Williams as Investment Banker
AMERICAN NATURAL: Baker Donelson OK'd as Bankruptcy Counsel
APPLIED MINERALS: Reports $9.80 Million Net Loss for 2015
ARCHDIOCESE OF ST. PAUL: Terms of NorthMarq's Employment Extended
ASPECT SOFTWARE: Court Approves Joint Administration of Cases
ASPECT SOFTWARE: Has Final Approval of $30M DIP Financing
ASPECT SOFTWARE: Kirkland & Ellis LLP as Attorneys
ASPECT SOFTWARE: Prime Clerk Approved as Claims Agent
ASSET PROTECTION: Voluntary Chapter 11 Case Summary
ASSOCIATED WHOLESALERS: Plan Exclusivity Extended to May 4
ATLANTIC CITY, NJ: Moody's Lowers Rating on $16MM GO Bonds to Caa3
ATP OIL: Bankruptcy Court Dismisses Omega Natchiq's Suit
AUBURN TRACE: Marcus and Millichap Okayed as Brokerage Agent
BAYTEX ENERGY: Moody's Lowers Rating on Sr. Unsec. Notes to Caa2
BIRMINGHAM COAL: May 2 Final Hearing on Payments to Regions Bank
BLUFF CREEK: Case Summary & 9 Unsecured Creditors
BUFFETS LLC: Hires Hilco as Real Estate Consultant and Advisor
BUFFETS LLC: Taps Donlin Recano as Administrative Agent
CAESARS ENTERTAINMENT: Fitch Affirms CC IDR Over Examiner Report
CANEJAS S.E.: Case Summary & 14 Unsecured Creditors
CARDINAL LOCAL SCHOOL: Moody's Confirms B1 Rating on GO Debt
CAREFREE WILLOWS: Ch. 11 Trustee Wants Management Fees Reduced
CCNG ENERGY: Guggenheim Buys Trinity Environmental
CHC GROUP: Moody's Lowers CFR to Caa3, Outlook Negative
CHINA SHIANYUN: Needs More Time to File 2015 Annual Report
CICERO INC: Incurs $3.81 Million Net Loss in 2015
CLAIRE'S STORES: Reports Q4 and 2015 Preliminary Results
CLEAREDGE POWER: Moves Plan Effective Date to April 8
CLEAREDGE POWER: WARN Act Claims Compromise Approved
COATES INTERNATIONAL: Delays Filing of 2015 Form 10-K
COLUMBIA HOSPITALITY: Case Summary & 12 Unsecured Creditors
ECOSPHERE TECHNOLOGIES: Delays Filing of 2015 Annual Report
ELEPHANT TALK: Gets Audit Opinion with Going Concern Explanation
ENERGY FUTURE: Severance Program Hiked to $35 Million
ENERGY PRODUCATION: Voluntary Chapter 11 Case Summary
ESSENTIAL POWER: Moody's Alters Outlook to Neg, Affirms B1 Rating
ESTATE FINANCIAL: Silicon Forensics Okayed as Trustee's Consultant
FBX3 LLLP: Voluntary Chapter 11 Case Summary
FILMED ENTERTAINMENT: Disclosure Statement Hearing on Thursday
FILMED ENTERTAINMENT: Solicitation Period Extended to May 6
FIRST PHILADELPHIA: S&P Affirms 'BB' Rating on Bonds, Outlook Pos.
FIRSTENERGY CORP: Fitch Retains BB+ Ratings Amid ESP IV Settlement
FORBES ENERGY: Moody's Lowers CFR to Caa2, Outlook Stable
FOREST PARK MEDICAL: Sabra Health Closes Sale of Investments
FREEDOM COMMUNICATIONS: April 29 Set as Governmental Bar Date
FREEDOM COMMUNICATIONS: Can Pay Up to $1.5-Mil. in Bonuses
FRONTIER STAR: Ch. 11 Trustee May Sell Wells Fargo's Collateral
GENERAL STEEL: Needs More Time to File 2015 Form 10-K
GOODRICH PETROLEUM: Incurs $479 Million Net Loss in 2015
GREAT LAKES COMNET: Committee Taps O'Keefe as Financial Advisor
HARRON COMMUNICATIONS: S&P Affirms 'BB-' Then Withdraws CCR
HAWAIIAN RIVERBEND: Voluntary Chapter 11 Case Summary
HCSB FINANCIAL: Reports $1.75 Million Net Loss for 2015
HEALTH DIAGNOSTIC: Shareholder Sues over APA Releases
HEALTH DIAGNOSTIC: Sues Buyer Over Interference in Asset Collection
HORSEHEAD HOLDING: Taps RAS's Timothy Boates as CRO
HOUSTON REGIONAL: Ogle's Suit vs. Comcast, et al., Partially Junked
INDUSTRIAL NOISE: Case Summary & 20 Largest Unsecured Creditors
INMOBILIARIA BAFCO: Case Summary & 13 Unsecured Creditors
INSPIREMD INC: Gets Audit Opinion With Going Concern Explanation
INTERPARK INVESTORS: Employs Shaw Fishman as Bankruptcy Counsel
INTERPARK INVESTORS: Files Schedules of Assets and Liabilities
INTERPARK INVESTORS: Has Access to Cash Collateral Until May 26
IOWA FERTILIZER: S&P Puts Bonds' 'BB-' Rating on CreditWatch Neg.
ISIGN SOLUTIONS: Needs More Time to File 2015 Annual Report
JUMIO INC: Hires Ernst & Young as Financial Advisor
LEADFX INC: Lender Extends Forbearance Period Until July 31
LEXI DEVELOPMENT: North Bay Seeks to Pursue Foreclosure Suit
LEXI DEVELOPMENT: Plans Deferred Amid Trial on Default Interest
LGA&M MANAGEMENT: Case Summary & 3 Unsecured Creditors
LKQ ITALIA: Moody's Assigns Ba2 Rating on EUR500MM Sr. Notes
LUCKY SOIL: Case Summary & 2 Unsecured Creditors
MAGNUM HUNTER: Employs Deloitte to Provide Tax Services
MAGNUM HUNTER: Time to Remove Actions Extended to July 12
MARK TECHNOLOGIES: Taps Turoci Firm as General Bankruptcy Counsel
MARVELL TECHNOLOGY: Gets Nasdaq Delisting Notice on Delayed Filing
MID-STATES SUPPLY: Court Approves Winter Harbor as Fin'l Advisor
MIDLAND PROPERTIES: Case Summary & 20 Top Unsecured Creditors
MIDSTATES PETROLEUM: S&P Lowers CCR to 'D' on Missed Payment
MIRION TECHNOLOGIES: Moody's Affirms B2 CFR, Outlook Stable
MKS INSTRUMENTS: Moody's Gives Ba2 CFR & Ba2 Rating on $800MM Loan
MKS INSTRUMENTS: S&P Assigns 'BB' CCR, Outlook Stable
MOBIVITY HOLDINGS: Reports $6.13 Million Net Loss for 2015
MORRIS BROWN: Invest Atlanta Fails in Bid to Dismiss CAU Suit
MOUNTAIN PROVINCE: Incurs C$43.2 Million Net Loss in 2015
NAS HOLDINGS: Bankruptcy Administrator to Form Committee
NATROL INC: Has Until April 29 to Remove Causes of Action
NORANDA ALUMINUM: Opposes Sherwin's Motion to Expedite Dismissal
NORTH AMERICAN ENERGY: Moody's Confirms B3 CFR, Outlook Stable
NRAD MEDICAL: Hires Tandem to Sell Remaining Medical Equipment
NRAD MEDICAL: PwC Serving as Committee's Financial Advisor
NUO THERAPEUTICS: Hires Dentons as Bankruptcy Counsel
NUO THERAPEUTICS: Taps Ashby & Geddes as Bankruptcy Co-Counsel
NUO THERAPEUTICS: Taps Shaun Martin of Winter Harbor as CRO
NYC CONSTRUCTORS: Banker Steel Acquires Business
ORAGENICS INC: Gets Audit Opinion with Going Concern Explanation
PACIFIC SUNWEAR: Said to Be Preparing to File for Bankruptcy
PARK PLACE OF ELMHURST: Can Leave Bankruptcy Following Deal
PICO HOLDINGS: Activist Bloggers Criticize John Hart Compensation
POSITIVEID CORP: Delays 2015 Form 10-K for Review
POSTROCK ENERGY: Court Orders Joint Administration of Cases
POSTROCK ENERGY: Hires Crowe & Dunlevy as General Counsel
POSTROCK ENERGY: Seeks Court Approval to Use Cash Collateral
PREMIUM TRANSPORTATION: U.S. Trustee Forms 5-Member Committee
PRESIDENTIAL REALTY: Needs More Time to File 2015 Form 10-K
QUEEN ELIZABETH: Full-Payment Reorganization Plan Confirmed
QUICKSILVER RESOURCES: Colorado Property Sold for $3.75M
QUICKSILVER RESOURCES: Taps KMPG to Review 2016 Tax Provision
RCCG EAGLE: Case Summary & 2 Unsecured Creditors
RCS CAPITAL: Entry Into Amended RSA Approved
RCS CAPITAL: Hires KPMG as Tax and Accounting Consultants
RELATIVITY FASHION: Court Oks Payment Confirmation Agreement
REX ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchange Offer
SAMSONITE INTERNATIONAL: Moody's Assigns Ba2 CFR, Outlook Stable
SANJEL (USA) INC: Chapter 15 Case Summary
SANJEL (USA) INC: Seeks U.S. Recognition of CCAA Proceedings
SANJEL CORP: Inks Asset Sale Agreements, Initiates CCAA Process
SDI SOLUTIONS: Proposes April 28 Auction for All Assets
SEA SHELL COLLECTIONS: Files for Chapter 11 Bankruptcy Protection
SEABOARD REALTY: Reaches Accord with Lenders on Sale
SH 130 CONCESSION: Proposes Jackson Walker as Secondary Counsel
SH 130 CONCESSION: Seeks to Employ Gibson Dunn as Counsel
SHERIDAN FUND I: S&P Affirms 'CCC+' Rating on Credit Facilities
SHERIDAN FUND II: S&P Affirms 'CCC' Rating on Credit Facilities
SIGA TECHNOLOGIES: Shareholders Campaign for Rights After Ch. 11
SPENDSMART NETWORKS: Delays Filing of 2015 Annual Report
SPORTS AUTHORITY: April 22 Auction of Assets
SPORTS AUTHORITY: ASICS Objects to Proposed Sale of Assets
SPORTS AUTHORITY: Brown Rudnick Representing Term Loan Lenders
SPORTS AUTHORITY: Frost Brown & Ballard Spahr Represent Landlords
STAR COMPUTER: Committee Can Employ DSI as Financial Consultant
STAR COMPUTER: Genovese Joblove OK'd as Panel's Litigation Counsel
STATE FISH: Ch. 11 Trustee Has Deal Reducing Perkins Claim to $207K
SUNDEVIL POWER: Files Proposed Form of Asset Purchase Agreement
SUNDEVIL POWER: Hires Vinson & Elkins as Special Counsel
SUNOCO LP: Fitch Gives 'BB' Rating to $500MM Sr. Unsecured Notes
SUNOCO LP: Moody's Assigns Ba3 Rating on $500MM Sr. Unsec. Notes
SWIFT ENERGY: Obtains Court Confirmation of 2nd Amended Plan
TILLMAN PARK: Case Summary & 4 Unsecured Creditors
TNP TITAN PLAZA: Case Summary & 20 Largest Unsecured Creditors
TRISTREAM EAST: Employs Coats Rose as Bankruptcy Counsel
TRISTREAM EAST: Needs to Assume Services Agreement with Parent
TRISTREAM EAST: Wants Schedules Filing Deadline Moved to April 30
TROLLEY ROCK: Case Summary & 5 Unsecured Creditors
UNIVERSITY PLAZA: Case Summary & 3 Unsecured Creditors
VANTAGE ONCOLOGY: S&P Raises CCR to 'B', Off Watch Negative
VERSO CORP: Taps Alvarez & Marsal as Restructuring Advisors
VERSO CORPORATION: Opts to Shut Down Wickliffe Paper Mill
VERTICAL COMPUTER: Needs More Time to File 2015 Form 10-K
VISHAY INTERTECHNOLOGY: Moody's Rates 2042 Debentures 'B1'
VUZIX CORP: Incurs $14.9 Million Net Loss in 2015
WALTER ENERGY: Canadian Unit CCAA Stay Period Extended to June 24
WALTER ENERGY: Closes Sale of Alabama Assets to 1st Lien Creditors
WALTER ENERGY: William Harvey Joins Board, Named President & CFO
WOODVILLE LUMBER: Voluntary Chapter 11 Case Summary
WRIGHTWOOD GUEST: Court Denies Hiring of Drummond as Special Atty
WRIGHTWOOD GUEST: Richard J. Laski Appointed as Chapter 11 Trustee
YORK CITY, PA: Moody's Affirms Ba1 GO Rating, Outlook Still Neg.
[*] Insolvency Trustee John Adamson Supports OSB Directive No. 33
*********
ABEINSA HOLDING: Meeting to Form Creditors' Panel Set for April 13
------------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on April 13, 2015, at 9:30 a.m. in the
bankruptcy case of Abeinsa Holding Inc., et al.
The meeting will be held at:
The Double Tree Hotel
700 King Street
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.
ABENGOA BIONERGY: Prime Clerk Approved as Claims Agent
------------------------------------------------------
Abengoa Bioenergy US Holding, LLC, and its debtor affiliates
received approval from the U.S. Bankruptcy Court for the Eastern
District of Missouri to employ Prime Clerk LLC as their claims,
noticing and solicitation agent, effective nunc pro tunc to the
Petition Date, to expedite the distribution of notices and the
processing of claims, facilitate other administrative aspects of
these Chapter 11 cases, and relieve the Office of the Clerk of the
Bankruptcy Court of administrative burdens.
Prime Clerk's Claims and Noticing Rates are:
Title Hourly Rate
----- -----------
Analyst $25-$45
Technology Consultant $35-$85
Consultant/Senior Consultant $65-$170
Director $175-$190
Solicitation Consultant $190
Director of Solicitation $200
Prime Clerk represents it is a "disinterested person" as that term
is defined in Bankruptcy Code Section 101(14) for the matters on
which it is engaged.
About Abengoa Bionergy
Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The
global headquarters of Abengoa Bioenergy is in Chesterfield,
Missouri. With a total investment of $3.3 billion, the United
States has become Abengoa S.A.'s largest market in terms of sales
volume, particularly from developing solar, bioethanol, and water
projects.
Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary
case is Bankr. D. Neb. Case No. 16-80141. An order for relief has
not been entered, and no interim Chapter 7 trustee has been
appointed in the Involuntary Cases. The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion. The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.
The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.
About Abengoa S.A.
Spanish energy giant Abengoa S.A. is a leading engineering and
clean technology company with operations in more than 50
countries worldwide that provides innovative solutions for a
diverse range of customers in the energy and environmental
sectors. Abengoa is one of the world's top builders of power
lines transporting energy across Latin America and a top
engineering and construction business, making massive renewable-
energy power plants worldwide.
As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.
On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. On March 16, 2016, Abengoa presented its
business plan and financial restructuring plan in Madrid to all of
its stakeholders.
U.S. Bankruptcies
Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on
March 28, 2016, to seek U.S. recognition of its restructuring
proceedings in Spain. Christopher Morris signed the petitions as
foreign representative. DLA Piper LLP (US) represents the
Debtors as counsel.
Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC
("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7
petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's
involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178.
ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An
order for relief has not been entered, and no interim Chapter 7
trustee has been appointed in the Involuntary Cases. The
petitioning creditors are represented by McGrath, North, Mullin &
Kratz, P.C.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own,
operate, and/or service four ethanol plants in Ravenna, York,
Colwich, and Portales, each filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
Missouri. The cases are pending before the Honorable Kathy A.
Surratt-States and are jointly administered under Case No. 16-
41161.
Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10790) on March 29, 2016.
AGRITECH WORLD: Delays Filing of 2015 Annual Report
---------------------------------------------------
Agritech Worldwide, Inc., filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended Dec.
31, 2015.
The Company said it was unable to file its Annual Report by the
prescribed date without unreasonable effort or expense because it
was unable to compile and review certain information required in
order to permit the Company to file a timely and accurate report on
the Company's financial condition. The Company believes that the
Annual Report will be completed and filed within the fifteen-day
extension period provided under Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.
About Agritech
Agritech Worldwide, Inc., formerly known as Z Trim Holdings, Inc.,
is a functional food ingredient company which provides custom
product solutions that help answer the food industry's problems.
Z Trim Holdings reported a net loss of $5.57 million in 2014,
following a net loss of $13.4 million in 2013.
As of Sept. 30, 2015, the Company had $1.49 million in total
assets, $4.43 million in total liabilities and a $2.93 million
total stockholders' deficit.
M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, citing that the Company does not have
enough cash on hand to meet its current liabilities and has had
reoccurring losses as of Dec. 31, 2014. These conditions raise
substantial doubt about its ability to continue as a going
concern.
ALONSO & CARUS: Settlement With Banco Popular Approved
------------------------------------------------------
Alonso & Carus Iron Works, Inc., and secured creditor Banco Popular
de Puerto Rico won approval from the Bankruptcy Court of a
stipulation regarding the treatment of BPPR's claim under the
Debtor's plan of reorganization. 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.
Attorneys for Banco Popular de Puerto Rico:
O'NEILL & BORGES, LLC
Luis C. Marini-Biaggi, Esq.
Nayuan Zouairabani, Esq.
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, Esq.
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.
ALONSO & CARUS: Wins Approval of Consensual Plan
------------------------------------------------
Alonso & Carus Iron Works, Inc., in March received confirmation of
its proposed reorganization plan. The Debtor reached an agreement
with the Official Committee of Unsecured Creditors on the terms of
a proposed reorganization plan that's mutually acceptable. No
objections to confirmation of the Plan were filed. The Plan
proposes to pay unsecured creditors in full, without interest, in
72 months and let current management and owners retain control of
the company.
The Plan provides:
* 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.
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: Ernst & Young OK'd to Conduct Liquidation Analysis
-----------------------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District Of Virginia authorized Alpha Natural Resources,
Inc., et al., to expand the scope of employment of Ernst & Young
LLP, effective as of Dec. 7, 2015.
On Dec. 31, the Debtors submitted a supplemental application to
enable EY LLP to assist the Debtors in conducting a Liquidation
Analysis in connection with the Debtors' negotiation, preparation
and proposal of a plan of reorganization and any related disclosure
statement.
According to the Debtors, the Initial Retention Order approved the
retention and employment of EY LLP to provide certain tax,
accounting and valuation services to the Debtors in the cases, and
its did not include services related to the valuation of the
Debtors' assets under a hypothetical liquidation scenario, as will
be required in connection with the confirmation of any plan of
reorganization filed by the Debtors in the cases.
The valuation services described in the Supplemental Statement of
Work is an essential component of any such Liquidation Analysis and
will enable the Debtors to analyze, among other things, whether a
potential plan of reorganization will satisfy the "best interests
of the creditors" test set forth in Section 1129(a)(7) of the
Bankruptcy Code.
The Debtors anticipate that EY LLP will, among other things,
provide an estimate of the value of certain of the Debtors' assets,
based on appropriate methodologies for each particular asset class,
under the conditions of:
a) a "forced sale liquidation"; and
b) an "orderly liquidation."
The Debtors believe that the Liquidation Analysis Services will
complement, and not duplicate, the services rendered by the other
professionals retained by the Debtors in the cases. The
Liquidation Analysis Services are outside the scope of those
services the Debtors have engaged any other professional to
perform.
EY LLP intends to charge the Debtors for the Liquidation Analysis
Services based on its hourly rates, which are currently:
Classification Hourly Rates
-------------- ------------
Partner/Principal $600
Executive Director $525
Senior Manager $450
Manager $375
Senior $275
Staff $190
In addition to the fees, the Debtors agreed to reimburse EY LLP for
any direct expenses incurred in connection with EY LLP's
services.
To the best of the Debtors' knowledge, EY LLP (a) is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The Debtors are represented by:
David G. Heiman, Esq.
Carl E. Black, Esq.
Thomas A. Wilson (admitted pro hac vice)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, OH 44114
Tel: (216) 586-3939
Fax: (216) 579-0212
-- and --
Tyler P. Brown, Esq.
J.R. Smith, Esq.
Henry P. (Toby) Long, III, Esq.
Justin F. Paget, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Tel: (804) 788-8200
Fax: (804) 788-8218
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 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.
AMERICAN HOSPICE: Hires Harris Williams as Investment Banker
------------------------------------------------------------
American Hospice Management Holdings, LLC and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the District
of Delaware to employ Harris Williams LLC as investment banker,
nunc pro tunc to the March 20, 2016 petition date.
The Debtors require Harris Williams to:
(a) assist the Debtors in the preparation of confidential
marketing materials, which will be distributed by Harris
Williams on behalf of the Debtors to prospective
purchasers;
(b) identify and screen prospective purchasers subject to
approval by the Debtors;
(c) contact each prospective purchaser approved by the Debtors;
(d) schedule visits of any interested prospective purchasers to
the Debtors' facilities and assist them in their due
diligence efforts;
(e) assist the Debtors in evaluating each proposal made by the
prospective purchasers to assess the relative advantages
and disadvantages of each proposal;
(f) assist the Debtors' attorneys in preparing and negotiating
a letter of intent, a purchase and sale agreement, and any
other legal documentation with any final prospective
purchaser; and
(g) render such other financial advisory and investment banking
services as may be from time to time agreed by the Debtors
and Harris Williams.
In the event of a Transaction, the Debtors shall pay Harris
Williams a cash fee (the "Closing Fee"), equal to (i) $1,200,000,
plus (ii) 3% of the amount by which the Purchase Price exceeds $50
million but is less than or equal to $60 million, plus (iii) 5% of
that portion of the Purchase Price in excess of $60 million.
Harris Williams will also be reimbursed for reasonable
out-of-pocket expenses incurred.
James Clark, managing director of Harris Williams, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Bankruptcy Court will hold a hearing on the motion on April 18,
2016, at 10:00 a.m. Objections, if any, are due April 11, 2016, at
4:00 p.m.
Harris Williams can be reached at:
James Clark
HARRIS WILLIAMS LLC
dba Harris Williams & Co.
1001 Haxall Point, 9th Floor
Richmond, VA 23219
Tel: (804) 648-0072
E-mail: jclark@harriswilliams.com
About American Hospice
Headquartered in Jacksonville, Florida, American Hospice Management
Holdings, LLC is a hospice care provider for patients with
conditions including, among other things, cancer, cardiopulmonary
diseases, Alzheimer's and strokes. American Hospice currently
provides hospice care in the following six markets: (i) Phoenix,
Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv)
Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New
Jersey. The Company employs 365 people.
American Hospice and 10 of its affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
16-10670) on March 20, 2016. Scott Mahosky signed the petition as
chief executive officer. The Debtors estimated assets in the range
of $10 million to $50 million and liabilities of up to $50
million.
The Debtors have hired Denton US LLP as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as
investment banker, and Kurtzman Carson Consultants, LLC as notice
and claims agent.
Each of the Debtors is owned 100% by American Hospice Management
Holdings, LLC which is a Delaware limited liability company. The
majority owner of American Hospice Management Holdings, LLC is
American Hospice Holdings Corporation, a Delaware corporation.
American Hospice Holdings Corporation is wholly owned by 2000
Riverside Capital Appreciation Fund, L.P.
AMERICAN NATURAL: Baker Donelson OK'd as Bankruptcy Counsel
-----------------------------------------------------------
Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana authorized, on an interim basis,
American Natural Energy Corporation to employ Jan M. Hayden, and
the Law Firm of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C, nunc pro tunc to Oct. 2, 2015, to represent the Debtor in the
bankruptcy proceedings.
The Court's order provides that the application is approved except
that the hourly rate of Mr. Hayden is approved at $375 per hour and
Ms. Hayden's right to request an increase in the rate is
specifically reserved.
The Official Committee of Unsecured Creditors filed a limited
objection to the application, complaining that the $110,000
retainer was paid by the Debtor. However, the statement of
financial affairs, filed on October 26, 2015, states that the
retainer was paid on behalf of [the] Debtor by Hillair.
Additionally, the Committee stated that the issue of the
disinterestedness of the applicant should be further explored.
The Debtor, in response, said it paid the firm a certified check on
Oct. 1, 2015. The source of that funding was an advance from
Hillair Capital Investments, LP. The Debtor also stated that the
amended application filed by Baker Donelson requested fees for Ms.
Hayden to be set at $405, a substantial reduction from her ordinary
fee.
The Debtor is represented by:
Jan M. Hayden, Esq.
Edward H. Arnold, III, Esq.
Patrick H. Willis, Esq.
BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC
201 St. Charles Avenue, Suite 3600
New Orleans, LA 70170
Tel: (504) 566-5200
Fax: (504) 636-4000
About American Natural Energy Corporation
American Natural Energy Corporation is a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana. ANEC is engaged in the
acquisition, development, exploitation and production of oil and
natural gas. ANEC holds mineral interests in approximately 1,320
acres of land in St. Charles Parish, Louisiana. ANEC's wholly
owned subsidiary, Gothic Resources Inc., is a corporation organized
under the Canada Business Corporation Act.
American Natural was subject to an involuntary Chapter 11 petition
on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco,
Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies,
Inc., and Hillair Capital Investments, L.P. ANEC consented to
entry of an Order for Relief on October 2, 2015, and an Order for
Relief was entered by the Court on the same date.
The Petitioners are represented by Philip Kirkpatrick Jones, Jr.,
Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A.
Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton
Rouge, Louisiana.
he Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz,
PC as attorneys and (ii) Northpoint Energy Partners, LLC, to
provide Andrew Reckles and James Schroeder as CRO.
The U.S. trustee overseeing the Debtor's case appointed three
creditors to the official committee of unsecured creditors. The
creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc.,
and Summa Engineering Inc. The committee is represented by
Lugenbuhl Wheaton Peck Rankin & Hubbard.
* * *
By final order entered on Oct. 30, 2015, the Court authorized the
Debtor to obtain DIP financing from its existing primary secured
creditor, Hillair, of up to $1,000,000. Subsequently on December
11, 2015 the Debtor requested and later obtained approval to raise
the maximum to be borrowed under that facility to $1,360,000.
On Dec. 21, 2015, the Court entered an order granting the Debtor's
bar date motion, and set non-government proofs of claim for
Feb. 15, 2016, and governmental proofs of claim for March 31, 2016.
APPLIED MINERALS: Reports $9.80 Million Net Loss for 2015
---------------------------------------------------------
Applied Minerals, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$9.80 million on $507,474 of revenues for the year ended Dec. 31,
2015, compared to a net loss of $10.31 million on $234,221 of
revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $8.33 million in total assets,
$24.07 million in total liabilities and a total stockholders'
deficit of $15.73 million.
EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations and used cash in operating activities. In
addition, the Company's working capital at December 31, 2015 may
not be sufficient to fund its operations for the next twelve months
after giving consideration to management's plans and certain
transactions. Further, the Company may not be able to raise
additional financing if needed. Collectively, the auditors said,
these conditions raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/byYafE
About Applied Minerals
New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications. The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere. Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.
ARCHDIOCESE OF ST. PAUL: Terms of NorthMarq's Employment Extended
-----------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Minnesota to extend the term of the Debtor's employment agreement
with, and to expand the scope of employment, of NorthMarq Real
Estate Services, LLC as leasing representative.
Specifically, the Court approved the continued employment of
NorthMarq under the listing agreement through June 30, 2016.
The Court also authorized the Debtor to pay commissions under the
listing agreement for work performed during the extended term.
About the Archdiocese of St. Paul
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and
parishes are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases
in the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
U.S. Trustee for Region 12 appointed five creditors to serve on
the official committee of unsecured creditors.
The U.S. Trustee appointed five creditors to serve on the
Committee of Parish Creditors. Ginny Dwyer appointed as the
acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
* * *
The Debtor's exclusive period for filing a Chapter 11 plan and
disclosure statement ends on Nov. 30, 2015.
ASPECT SOFTWARE: Court Approves Joint Administration of Cases
-------------------------------------------------------------
Aspect Software Parent, Inc., et al., obtained from Judge Mary F.
Walrath of the U.S. Bankruptcy Court for the District of Delaware
an order directing the joint administration of their Chapter 11
cases for procedural purposes. The cases are consolidated for and
will be jointly administered by the Court under Case No. 16-10597.
About Aspect Software
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs
of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact
center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed
the petitions as executive vice president and chief financial
officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy
counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as
investment banker and Prime Clerk LLC as claims, notice, and
balloting agent.
ASPECT SOFTWARE: Has Final Approval of $30M DIP Financing
---------------------------------------------------------
Aspect Software Parent, Inc., et al., won approval from the U.S.
Bankruptcy Court for the District of Delaware to obtain up to $30
million of postpetition secured financing and to use cash
collateral of their prepetition secured lenders.
Judge Mary F. Walrath on March 11, 2016, granted interim approval
to the DIP financing and on April 4, 2016, entered a final approval
order. Copies of the orders are available at:
http://bankrupt.com/misc/Aspect_Soft_65_Int_DIP_Ord.pdf
http://bankrupt.com/misc/Aspect_Soft_65_Int_DIP_Ord.pdf
The DIP Facility provides postpetition financing in the form of a
non-amortizing multiple draw term loan facility in an aggregate
principal amount of $30 million ($10 million of which will be
available upon entry of the Court's interim order). Wilmington
Trust, N.A. serves as the DIP Agent under the DIP Agreement.
Loans under the DIP Facility bear an interest rate of 9.75%, in the
case of a Eurodollar Loan and 8.75%, in the case of an ABR Loan,
with a 1% floor per annum. Aspect agrees to pay to the
Administrative Agent for the account of each Lender (i) a
commitment fee of 3.00% of the Commitments of such Lender available
to the Borrower on the Effective Date, earned on the Effective Date
and payable in cash upon the earlier of the Initial Draw Date and
the Termination Date, (ii) an unused line fee, which will accrue at
2.50% per annum on the average daily unused amount of the
Commitment of such Lender during the period from and including the
Effective Date to but excluding the date on which the Commitments
terminate, and an annual administrative fee of $50,000.
The DIP Agreement will terminate on the earliest to occur of:
* the Maturity Date (Sept. 30, 2016);
* the date of termination of the Commitments and acceleration
of any outstanding extensions of credit, in each case, under
the Facility in accordance with the terms of the DIP Credit
Agreement;
* the Prepayment Date;
* the Plan Effective Date;
* the date of dismissal of the Cases by the Bankruptcy Court;
or
* the earlier of the date (x) the Borrower enters into (or
files a motion with the Bankruptcy Court or otherwise takes
action to pursue the Bankruptcy Court for approval of) a
purchase agreement for all or substantially all of the
Borrower's assets and (y) the Borrower files a motion or
otherwise takes action to pursue the Bankruptcy Court
for approval of a sale of all or substantially all of the
Debtors' assets, (vii) the consummation of a sale of all or
substantially all of the assets of the Borrower pursuant to
Section 363 of the Bankruptcy Code or otherwise and (viii)
the date of filing or support by the Borrower of a
Reorganization Plan that is not an Acceptable Reorganization
Plan.
The following are the parties with interest in the Cash Collateral:
(a) Wilmington Trust, N.A., as administrative and collateral agent,
and each of the lenders under the Prepetition Credit Agreement
(collectively, the "Prepetition First Lien Secured Parties"); and
(b) U.S. Bank N.A., as trustee and collateral agent, and each of
the lenders under the Prepetition Second Lien Indenture and holders
of Prepetition Second Lien Notes (collectively, the "Prepetition
Second Lien Secured Parties").
The Debtors will provide the Prepetition Secured Parties with
adequate protection of their respective interests in the
Prepetition Collateral. The First Lien Agent and Prepetition First
Lien Lenders will have the right to credit bid up to the full
amount of their Prepetition First Lien Obligations under the
Prepetition First Lien Loan Documents and any obligations related
thereto in connection with the sale of the Prepetition Collateral,
including, without limitation, (a) pursuant to Section 363 of the
Bankruptcy Code, (b) a plan of reorganization or a plan of
liquidation under Section 1129 of the Bankruptcy Code, or (c) a
sale or disposition by a chapter 7 trustee.
About Aspect Software
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs
of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact
center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D.
Del.
Proposed Lead Case No. 16-10597) on March 9, 2016. Robert
Krakauer
signed the petitions as executive vice president and chief
financial officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy
counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as
investment banker and Prime Clerk LLC as claims, notice, and
balloting agent.
ASPECT SOFTWARE: Kirkland & Ellis LLP as Attorneys
--------------------------------------------------
Aspect Software Parent, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis LLP and Kirkland & Ellis
International as Attorneys, nunc pro tunc to March 1, 2016.
The Debtors require Kirkland & Ellis to:
(a) advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their businesses and properties;
(b) advise and consult on the conduct of the chapter 11 cases,
including all of the legal and administrative requirements of
operating in chapter 11:
(c) attendi meetings and negotiate with representatives of
creditors and other parties in interest;
(d) take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defend any action commenced against the Debtors, and
represent the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
(e) prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estate;
(f) represent the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
(g) advise the Debtors in connection with any potential sale
of assets;
(h) appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
(i) advise the Debtors regarding tax matters;
(j) take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
(k) perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11 cases,
including: (i) analyzing the Debtors' leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyzing the
validity of liens against the Debtors; and (iii) advising the
Debtors on corporate and litigation matters.
Kirkland & Ellis will be paid at these hourly rates:
Partners $875-$1,445
Of Counsel $480-$1,445
Associates $510-$945
Paraprofessionals $180-$400
According to the Debtors, like many of its peer law firms, Kirkland
typically increases the hourly billing rate of attorneys and
paraprofessionals twice a year in the form of: (i) step increases
historically awarded in the ordinary course on the basis of
advancing seniority and promotion and (ii) periodic increases
within each attorney's and paraprofessional's current level of
seniority. The step increases do not constitute "rate increases"
(as the term is used in the Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under 11
U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases, effective
November 1, 2013). As set forth in the Order, Kirkland will
provide ten business days' notice to the Debtors, the U.S. Trustee,
and any official committee before implementing any periodic
increases, and shall file any such notice with the Court.
Kirkland represented the Debtors in connection with their current
restructuring engagement during the approximately seven-month
period before the Petition Date. Per the terms of the parties'
Engagement Letter, on October 2, 2015, the Debtors paid $500,000 to
Kirkland. Subsequently, the Debtors paid to Kirkland additional
advance payment retainers totaling $1,250,000 in the aggregate.
Joshua A. Sussberg, the president of Joshua A. Sussberg, P.C., a
partner of Kirkland & Ellis LLP, and a partner of Kirkland & Ellis
International LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
Kirkland & Ellis can be reached at:
Joshua A. Sussberg, P.C.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212)446-4800
Facsimile: (212)446-4900
About Aspect Software
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed
the petitions as executive vice president and chief financial
officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy
counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as
investment banker and Prime Clerk LLC as claims, notice, and
balloting agent.
ASPECT SOFTWARE: Prime Clerk Approved as Claims Agent
-----------------------------------------------------
Aspect Software Parent, Inc., et al., won approval from the
Bankruptcy Court to hire Prime Clerk LLC as their claims and
noticing agent, including assuming full responsibility for the
distribution of notices and the maintenance, processing, and
docketing of proofs of claim filed in their Chapter 11 cases.
Prime Clerk's claims and noticing rates are:
Title Hourly Rate
----- -----------
Analyst $30-$50
Technology Consultant $80-$100
Consultant/Senior Consultant $90-$170
Director $175-$195
Solicitation Consultant $185
Director of Solicitation $210
Prime Clerk has represented that it neither holds nor represents
any interest materially adverse to the Debtors' estates in
connection with any matter on which it would be employed and that
it is a "disinterested person," as defined in Section 101(14) of
the Bankruptcy Code.
About Aspect Software
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs
of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact
center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D.
Del.
Proposed Lead Case No. 16-10597) on March 9, 2016. Robert
Krakauer
signed the petitions as executive vice president and chief
financial officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy
counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as
investment banker and Prime Clerk LLC as claims, notice, and
balloting agent.
ASSET PROTECTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Asset Protection, LLC
P.O. Box 548
Provo, UT 84603
Case No.: 16-22732
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Debtor's Counsel: Franklin L. Slaugh, Esq.
THE LAW OFFICE OF FRANKLIN L SLAUGH
880 East 9400 South, Suite 103
Sandy, UT 84094
Tel: (801) 572-4412
Fax: (801) 572-9259
E-mail: frank@fiber.net
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $1 million to $10 million
The petition was signed by Milton Christensen, managing member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
ASSOCIATED WHOLESALERS: Plan Exclusivity Extended to May 4
----------------------------------------------------------
Judge Kevin J. Carey in mid-March entered an order extending the
exclusive period for ADI Liquidation, Inc., f/k/a AWI Delaware,
Inc., et al., to file and solicit acceptances of a Chapter 11
through and including May 4, 2016. The extension is without
prejudice to the Official Committee of Unsecured Creditors' right
to seek to reduce the forgoing period on an expedited basis and the
Debtors' right to oppose any such request. The Committee
previously filed documents opposing the Debtors' latest request for
an extension.
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 CITY, NJ: Moody's Lowers Rating on $16MM GO Bonds to Caa3
------------------------------------------------------------------
Moody's Investors Service has downgraded the City of Atlantic City,
NJ's General Obligation rating to Caa3 from Caa1 and removes the
rating from review for possible downgrade started on Jan. 29, 2016,
affecting $16 million of $345 million in general obligation bonds
outstanding. The outlook is negative.
The downgrade to Caa3 reflects the greater likelihood of default
within the next year and higher probability of significant
bondholder impairment given an ongoing political stalemate over an
Atlantic City fiscal rescue package. The downgrade also
incorporates renewed signals from the state that bondholders will
face losses as part of a possible debt restructuring. The Caa3
rating indicates an expected loss to bondholders of up to 35% of
principal, in light of the city's very large structural deficit
with limited sources of relief without state assistance.
Rating Outlook
The negative outlook reflects ongoing risks from the absence of a
plan to restore the city's financial health. The city faces a
liquidity crisis, large structural deficit and near-term service
insolvency.
Factors that Could Lead to an Upgrade
Adoption of legislation that meaningfully augments city revenues
and materially reduces the structural budget deficit;
Indication that the state will ensure that bondholders are paid
in full, even as fiscal recovery legislation remains pending;
Other actions by the state that materially reduce default risk
Factors that Could Lead to a Downgrade
Failure by the state and city to adopt adequate budget
solutions; and
Default on debt obligations, with indication that bondholder
recoveries would fall below 65%
Legal Security
The bonds are secured by the city's unlimited ad valorem tax
pledge.
Obligor Profile
Atlantic City is a tourism and gaming center located along the
south New Jersey shore.
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.
ATP OIL: Bankruptcy Court Dismisses Omega Natchiq's Suit
--------------------------------------------------------
Omega Natchiq, Inc., filed an adversary proceeding against ATP
Infrastructure Partners, LP, seeking a recognition and enforcement
of its alleged privilege on the ATP Innovator, a floating
hydrocarbon production facility. ATP Infrastructure Partners, L.P.
seeks to dismiss this adversary proceeding, or, alternatively,
requests the Bankruptcy Court to withdraw the reference for lack of
subject matter jurisdiction.
In a Memorandum Opinion dated March 15, 2016, which is available at
http://is.gd/dFUYi6from Leagle.com, Judge Marvin Isgur of the
United States Bankruptcy Court for the Southern District of Texas,
Houston Division, granted Infrastructure's motion to dismiss.
The United States District Court for the Southern District of Texas
has already deferred under the first-to-file rule to the United
States District Court for the Eastern District of Louisiana. As per
Judge Isgur, he will not revisit the decision of another judge of
this Court when that decision has resolved this matter between the
parties.
As already explained by the District Court, there are a variety of
reasons this matter should ultimately be resolved by the Louisiana
district court, the court in which it was first filed: (1) the
Louisiana court is the court most familiar with this case; (2)
extensive discovery has already taken place; (3) in denying the
motion to transfer, the Louisiana court has demonstrated its intent
to resolve the matter; and (4) any ruling by this Court would
infringe upon the authority of the Louisiana court. The principles
that underpin the first- to file rule are all present in this case.
The bankrutpcy case is IN RE: ATP OIL & GAS CORPORATION, Chapter 7,
Debtor(s), Case No. 12-36187 (Bankr. S.D. Tex.).
The adversary case is OMEGA NATCHIQ, INC. Plaintiff(s), v. ATP
INFRASTRUCTURE PARTNERS, LP Defendant(s), Adversary No. 14-3301
(Bankr. S.D. Tex.).
Omega Natchiq, Inc., Plaintiff, is represented by Gerald C
deLaunay, Esq. -- Perrin Landry deLaunay Dartez & Ouellet.
ATP Infrastructure Partners, LP, Defendant, is represented by Paul
E Heath, Esq. -- pheath@velaw.com -- Vinson and Elkins, John Paul
Napier, Esq. -- jnapier@velaw.com -- Vinson Elkins LLP.
About ATP Oil
Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York
MellonTrust Co. as agent. ATP's other debt includes $35 million
on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue. Trade suppliers have claims
for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A seven-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order on June 26,
2014, converting ATP Oil & Gas Corporation's Chapter 11 case to
one under Chapter 7 of the Bankruptcy Code.
AUBURN TRACE: Marcus and Millichap Okayed as Brokerage Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Auburn Trace, Ltd., to employ Evan P. Kristol and Marcus
and Millichap Inc. as exclusive brokerage agent for the purposes of
procuring purchasers for the real property to sell the Debtor's
real property.
The Debtor is a Florida limited partnership that owns affordable
homes in Delray Beach, Florida. The Debtor owns a 152 unit
apartment building and freestanding commercial building located at
625 Auburn Circle W., Delray Beach, Florida that is more commonly
known as Auburn Trace Apartments.
The Debtor's prepetition secured creditors with liens on the real
property are The City of Delray Beach in the amount of
approximately $4,221,557 plus interest, DB in the amount of
approximately $4,231,816 plus interest; U.S. Small Business
Administration in the amount of approximately $199,514; and the
Palm Beach County Tax Collector in the aggregate amount of $287,954
for 2014 and 2015 real property taxes.
Pursuant to the Listing Agreement, the Debtor agreed to accept an
offer with a cash only purchase price of $11,750,000 (including the
$250,000 deposit) with no financing. Additionally, all prospective
purchases must sign a Confidentiality Agreement.
In consideration of the brokerage services to be rendered by the
Firm, the Firm will be compensated a commission equal to 2.5% of
the purchase price of the real property upon the occurrence of any
of these events:
i. the firm procures a buyer during the term in the Listing
Agreement, or any extension thereof, who is ready, willing and able
to purchase the Real Property on the terms and conditions set forth
in the Listing Agreement, or on any other terms and conditions
acceptable to the Debtor;
ii. the Real Property is sold, exchange or otherwise conveyed
during the Term, or any extension thereof, whether by the Debtor or
by or through any other person or entity;
iii. the Real Property is withdrawn from the market or made
marketable by the Debtor during the Term, or any extension thereof,
or the Listing Agreement is revoked by the Debtor, or the Debtor
otherwise prevents or precludes the Firm's performance under the
Listing Agreement;
iv. a sale, exchange or other conveyance of the Real Property is
made within nine months of the expiration of the Term to a person
or entity with whom the Firm has negotiated, or to whose attention
the firm has brought the Real Property, or who was introduced to
the Debtor by the Firm as a prospective purchase, provided that the
name of any such person or entity has been submitted by the Debtor
by delivery of a written offer to purchase the Real Property prior
to expiration of the Term or by written notice within 15 calendar
days of such expiration. With respect to a sale, exchange or other
conveyance to any such person or entity, the Firm will conclusively
be deemed to be the procuring cause. The term "prospective
purchaser" will include that person or entity to whose attention
the Firm has brought the Real Property, as well as any partnership,
joint venture, corporation, trust or other similar entity which
that person or entity represents or in which it holds an ownership
or beneficial interest.
In the event The Related Group or The Sim Group Holdings, LLC,
acquires the Real Property during the Term, the Firm will be owed a
$50,000 brokerage commission.
To the best of the Debtor's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Auburn Trace
Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed
by Brian J. Hinners as president. The Debtor disclosed $9.61
million in assets and $9.54 million in liabilities as of the
Chapter 11 filing. The case is assigned to Judge Paul G. Hyman,
Jr. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau,
P.A., serves as the Debtor's counsel.
The Debtor's reorganization plan allows (i) its owners to retain
control of the company in exchange for a $200,000 contribution, and
(ii) unsecured creditors to recover 100 cents on the dollar if they
wait for payments that begin 2 years from now, or 65 cents on the
dollar if they want payment immediately after confirmation. Funds
to be used to make cash payments under the Plan will be derived
from the Debtor's monthly income, and from the new value payment
estimated to range from $192,719 to $219,714 from owners Auburn
Trace Joint Venture and Brian J. Hinner's.
The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors.
BAYTEX ENERGY: Moody's Lowers Rating on Sr. Unsec. Notes to Caa2
----------------------------------------------------------------
Moody's Investors Service downgraded Baytex Energy Corp.'s senior
unsecured notes to Caa2 from Caa1. The Speculative Grade Liquidity
Rating was raised to SGL-3 (adequate) from SGL-4 (weak). Moody's
affirmed Baytex's CFR at Caa1 and PDR at Caa1-PD. The rating
outlook remains negative.
"The downgrade of the unsecured notes is a result of security being
given to the revolver," said Paresh Chari, Moody's Analyst.
"Liquidity has improved, however, as covenants have been
significantly relaxed, giving the company ample headroom through
2017."
Downgrades:
Issuer: Baytex Energy Corp.
Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa2(LGD4) from Caa1(LGD4)
Senior Unsecured Shelf, Downgraded to (P)Caa2 from (P)Caa1
Outlook Actions:
Issuer: Baytex Energy Corp.
Outlook, Remains Negative
Affirmations:
Issuer: Baytex Energy Corp.
Probability of Default Rating, Affirmed Caa1-PD
Corporate Family Rating, Affirmed Caa1
Ratings Raised:
Issuer: Baytex Energy Corp.
Speculative Grade Liquidity Rating, Raised to SGL-3 from SGL-4
RATINGS RATIONALE
Baytex's Caa1 Corporate Family Rating (CFR) reflects expected high
leverage in 2017 (debt to EBITDA of 9x; retained cash flow/debt of
5%) and a weak leveraged full-cycle ratio (LFCR near zero). As
well, Moody's expects production and reserves to decline in 2016
and 2017, with total production falling 10% year over year, mostly
coming from Canadian heavy oil. The rating is supported by the
company's sizeable production and reserves base, evident with
expected EBITDA of about C$200 million in 2017.
The SGL-3 Speculative Grade Liquidity Rating reflects Baytex's
adequate liquidity through March 31, 2017. At Dec. 31, 2015, and
pro forma the revolver reduction at March 31 2016, Baytex had
negligible cash and roughly C$540 million available under its
approximately C$800 million secured revolving credit facility
(US$575 million) due in June 2019, which is not subject to
borrowing base redeterminations. Moody's expects Baytex to fund
negative free cash flow of about C$50 million through the revolver
over the next fifteen months ending March 31, 2017. Baytex has no
material debt maturities until 2021. Moody's expects Baytex to be
in compliance with its two significantly relaxed financial
covenants (Senior Secured Debt to EBITDA not greater than 5x and
interest coverage and not less than 1.25x) through this period.
Alternate liquidity is limited by the fact that all of the assets
are pledged to the secured revolving credit facility lenders.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated Caa2, one notch below the CFR,
due to the priority-ranking US$575 million revolving credit
facility.
The negative outlook reflects Moody's view that Baytex's credit
metrics are weakening through 2017 and that production and reserves
will also decline.
The ratings could be upgraded if retained cash flow to debt is
likely to trend towards 10%, EBITDA to interest is above 2x and
liquidity is adequate.
The ratings could be downgraded if EBITDA to interest falls below
1.5x or if liquidity worsens.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
BIRMINGHAM COAL: May 2 Final Hearing on Payments to Regions Bank
----------------------------------------------------------------
Judge Tamara O. Mitchell entered a fourth interim order authorizing
Birmingham Coal & Coke Company, Inc., et al., to provide adequate
protection payments to Regions Bank as to the equipment which
constitutes the collateral of Regions. The Court will hold a final
hearing on the Debtors' motion to enter into an Adequate Protection
Agreement with Regions on May 2, 2016, at 10:30 a.m. The Fourth
Interim Order provides:
* The Debtor will remit weekly payments of $50,000 commencing
March 11, 2016, and shall be made every Friday thereafter until,
and including April 29, 2016, for a total of 8 weekly payments and
a total of $400,000.00. , Said payments shall be applied to
principal by Regions on the Equipment Debt.
* On or before March 18, 2016, the Debtors will file with the
Court a motion, pursuant to Section 363 of the Bankruptcy Code, to
sell, by a public auction conducted by Ritchie Brothers
Auctioneers, or some other auction company suitable to Regions, the
Debtor’s excess equipment, with such Auction to occur not later
than May 7, 2016, or other such date set by the Court, with the net
proceeds of the Auction to be distributed pursuant to further
Orders of the Court.
A copy of the Fourth Interim Order is available at:
http://bankrupt.com/misc/Birm_CCC_551_4th_Ord_Regions.pdf
About Birmingham Coal
Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons. The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.
On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.
The Debtors tapped Jones Walker LLP as counsel.
Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1
million
to $10 million in assets and debt.
BLUFF CREEK: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: Bluff Creek Production, LLC
6088 CR 3118
Ira, TX 79527
Case No.: 16-70045
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Western District of Texas (Midland)
Debtor's Counsel: Jesse Blanco Jr, Esq.
JESSE BLANCO ATTORNEY AT LAW
7406 Garden Grove
San Antonio, TX 78250
Tel: (713) 320-3732
Fax: 210-509-6903
E-mail: jesseblanco@sbcglobal.net
lawyerjblanco@gmail.com
Total Assets: $13.6 million
Total Debts: $7.09 million
The petition was signed by Robert G. Call, manager.
List of Debtor's nine Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Green Bank, NA Letter of Credit $249,897
Jana Young Tax Assessor Taxes $41,340
Stephens Engineering Goods and/or $26,250
services
Shackleford County Taxes $23,286
Appraisal District
Jones County Appraisal District Taxes $4,038
Cotton & Cotton Goods and/or $475
services
Colton P. Johnson Goods and/or $350
services
Texas Railroad Commission $0
Leuders ISD $0
BUFFETS LLC: Hires Hilco as Real Estate Consultant and Advisor
--------------------------------------------------------------
Buffets, LLC, et al., seek permission from the U.S. Bankruptcy
Court for the Western District of Texas to employ Hilco Real
Estate, LLC to provide real estate consulting and advisory
services.
The Debtors require Hilco to:
(a) meet with the Debtors to ascertain the Debtors' goals,
objections, and financial parameters;
(b) mutually agree with the Debtors with respect to a strategic
plan for restructuring, assumption, assignment, and/or
rejection of the Leases (the "Strategic Plan");
(c) on the Debtors' behalf, negotiate the terms of the
restructuring, assignment, and/or termination agreements
with third parties and landlords under the Leases, in
accordance with the Strategic Plan;
(d) provide written reports periodically to the Debtors
regarding the status of such negotiations;
(e) assist the Debtors in closing the pertinent Lease
restructuring, assignment and/or termination agreements;
and
(f) provide testimony, as needed, with respect to the
foregoing.
The compensation arrangement for Hilco, subject to Court approval,
includes the following terms:
-- for each Lease that becomes a Restructured Lease, Hilco will
earn a fee equal to the Restructured Lease Savings Fee,
which is defined by Section 4(a)(v) of the Agreement as "an
amount equal to a base fee of $2,500 plus the aggregate
Restructured Lease Savings multiplied by 4.0%, plus an
additional fee of $750 for non-economic modifications to
such Restructured Lease", subject to certain qualifications
set forth in that Section. The amounts payable on account of
a Restructured Lease shall be paid in a lump sum upon
closing of the transaction having the effect of
restructuring the Lease.
-- for each Lease that becomes an Assigned/Terminated Lease,
Hilco will earn a fee equal to the Assigned/Terminated
Lease Savings Fee, which is defined by Section 4(a)(ii) of
the Agreement as an amount equal to a base fee of $2,500
plus the aggregate Lease Savings multiplied by 4.0%, subject
to certain qualifications set forth in that Section. The
amounts payable on account of an Assigned/Terminated Lease
shall be paid in a lump sum upon closing of the transaction
having the effect of assigning or terminating the Lease.
Hilco will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Ryan Lawlor, vice president of Hilco, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Hilco can be reached at:
HILCO REAL ESTATE, LLC
5 Revere Dr Suite 320
Northbrook, IL 60062
Tel: (847) 714-1288
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: Taps Donlin Recano as Administrative Agent
-------------------------------------------------------
Buffets, LLC, et al., seek permission from the U.S. Bankruptcy
Court for the Western District of Texas to employ Donlin, Recano &
Company, Inc. as administrative agent, nunc pro tunc to the March
7, 2016 petition date.
Donlin Recano will perform the following tasks in its capacity as
Administrative Agent, as well as all quality control relating
thereto:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, if
requested (the "Balloting Services");
(b) if requested prepare an official ballot certification and,
if necessary, testify in support of the ballot tabulation
results;
(c) assist with preparation of the Debtors' schedules of assets
and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
chapter 11 plan or otherwise, if requested; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the scope of Donlin Recano's
services under 28 U.S.C. section 156 (c), as may be
requested from time to time by the Debtors, the Court
or the Office of the Clerk of the Bankruptcy Court.
During the course of these cases, Donlin Recano will apply to the
Court for allowance of compensation for professional services
rendered and reimbursement of expenses incurred in connection with
the services rendered in connection with the Engagement Agreement.
Prior to the filing of the Chapter 11 cases, the Debtors paid
Donlin Recano a retainer of $25,000 in connection with retention
under the Section 156 (c) Application.
Roland Tomforde, the chief operating officer of Donlin Recano,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Donlin Recano can be reached at:
Roland Tomforde
DONLIN, RECANO & COMPANY, INC.
48 Wall Street
New York, NY 10005
Tel: (212) 481-1411
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: Fitch Affirms CC IDR Over Examiner Report
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
Caesars Entertainment Corp (CEC) at 'CC' and the IDRs of Caesars
Entertainment Resort properties, LLC (CERP), Caesars Growth
Properties Holdings, LLC (CGPH) and Corner Investment PropCo, LLC
(Corner) at 'B-'. Fitch also affirmed the issue ratings of CERP,
CGPH and Corner. These subsidiaries' Rating Outlooks remain
Stable.
KEY RATING DRIVERS
Fitch's affirmation of Caesars' IDRs follows the release of the
examiner's report investigating transactions with Caesars
Entertainment Operating Company, Inc (CEOC), which is now in
bankruptcy. Neither CERP nor CGPH is well equipped to handle
potential claims identified in the report. However, the range of
outcomes remains broad enough that CERP's and CGPH's 'B-' IDRs
adequately capture the risks associated with these potential
claims. Fitch expects CEOC and CEC to contest the findings and to
continue to seek resolution with the CEOC creditors without
disrupting CERP or CGPH.
The Stable Outlook reflects Fitch's expectation that the resolution
to CEOC's bankruptcy will take considerable time, possibly more
than two years, a typical timeframe to resolve a Negative Outlook.
In the case of Lehman Brothers and Tribune Company, complex
bankruptcies involving examiners, the timespan between the
examiner's report and emergence was approximately two years.
Caesars' own situation is especially complex in terms of the
transactions prior to bankruptcy, the multiple tiers of creditors
and difficulty of valuing Caesars' assets - both in and outside
CEOC.
EXAMINER FINDINGS MORE NEGATIVE THAN FITCH EXPECTED
The examiner's report identified $3.6 billion - $5.1 billion of
potential claims against Caesars entities, its directors and the
LBO sponsors - Apollo and TPG. Of these claims, Fitch has
identified $1.2 billion that directly relates to CERP and $1
billion - $1.3 billion that relates to CGPH. Fitch believes that
neither CERP nor CGPH have the covenant or financial strength
capacity to absorb the claims of this magnitude should the court
agree with the examiner's report and the claims are directed
against CERP and CGPH. In the scenario analysis Fitch ran where
CERP and CGPH raise debt to make the shortfall payments, both
entities end up with negative FCF and leverage exceeding 9x.
For CERP, the examiner identified $329 million - $427 million in
potential claims relating to the 2013 transfer of Octavius Tower
and Linq. This range is gross of the cash and debt forgiveness
consideration provided by CEC for the assets since the examiner
thinks CERP did not act as a good faith transferee. Another $829
million of potential claims is related to CERP's use of CEOC's
management services and Total Rewards loyalty program. The examiner
makes an argument that CEOC was not adequately compensated for
CERP's use of these services prior to and after the creation of
Caesars Enterprise Services (CES), through which CERP will get
these services going forward.
The examiner's valuation of Octavius Tower/Linq was consistent with
our own but Fitch did not expect as large of a claim estimate
relating to the management services and Total Rewards. In general,
the scope of investigation relating to CES was broader than Fitch
expected.
For CGPH, the examiner found a consideration short-fall for Planet
Hollywood of $363 million - $484 million and for the second batch
of sold casino assets (Bally, The Quad, The Cromwell and Harrah's
New Orleans) a short-fall range of $592 million - $968 million. The
report also identified $109 million - $146 million of value for
land that came with the second batch of assets that CEOC allegedly
was not properly compensated for. The examiner's fair value
estimates for CGPH were well above our own. The main difference in
valuation relates to the examiner using outer year projections for
these assets; whereas, Fitch used LTM figures making certain pro
forma adjustments (e.g. The Quad room renovations).
POTENTIAL RESOLUTION REMAINS UNCERTAIN
Fitch continues to believe that a reversal of the CEOC transactions
- as seen in the Dynegy case - is an unlikely yet real risk. The
examiner's report states throughout that the reversal of asset
transfers in fraudulent transfer cases is uncommon, although also
states that it remains an option. The report's analysis cites the
alleged shortfalls between the considerations paid by CEC or its
entities for CEOC assets relative to the fair value. In many cases,
the examiner identifies the entities receiving the assets
(transferees) as good faith transferees, meaning that that the
amount owed to CEOC would be net of the consideration already
provided.
To Fitch's best knowledge, Caesars is still working to get CEOC
creditors to agree to its restructuring support agreement (RSA)
with the first-lien creditors being largely on board. The last RSA,
amended in October 2015, contemplates approximately 100%, 73% and
9% recoveries for the first-lien term loan holders, first-lien
bondholders and more junior bondholders, respectively. The plan
includes splitting CEOC into an OpCo/PropCo structure and
mortgaging Caesars Palace. Creditors would receive debt and equity
securities tied to these entities and some of these securities
creditors can put to CEC for cash.
The largely negative examiner's report may make executing the RSA
in the current form more difficult. However, CEC has potential
levers to make the RSA more attractive for CEOC creditors before
risking having the CGPH and CERP related transactions unwound or
having these entities become insolvent. Such levers could include
offering CEOC creditors equity in CEC or certain components of
CEC.
RATING SENSITIVITIES
No positive rating action is expected over the near-term given the
CEOC related risk and, in CERP's case, the high leverage. Positive
rating action may result from CEOC's debt being restructured
without having a material adverse effect on CERP/CGPH,
discretionary FCF sustaining above $100 million and leverage
declining below 6.5x (for both entities).
Future developments that may, individually or collectively, lead to
negative rating action include a court ordered reversal of the
respective CEOC asset transactions or significant assessments
against CERP or CGPH; discretionary FCF declining towards $0; and
leverage exceeding 9.0x for an extended period of time.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Caesars Entertainment Corp. (CEC)
-- Long-term IDR at 'CC'.
Caesars Entertainment Resort Properties, LLC (CERP)
-- IDR at 'B-'; Outlook Stable;
-- Senior secured first-lien credit facility at 'B+/RR2';
-- First-lien notes at 'B+/RR2';
-- Second-lien notes at 'CCC/RR6'.
Caesars Growth Properties Holdings, LLC (CGPH)
-- IDR at 'B-'; Outlook Stable;
-- Senior secured first-lien credit facility at
'BB-/RR1';
-- Second-lien notes at 'B-/RR4'.
Corner Investment PropCo, LLC (The Cromwell)
-- Long-term IDR at 'B-'; Outlook Stable;
-- Senior secured credit facility at 'B+/RR2'.
CANEJAS S.E.: Case Summary & 14 Unsecured Creditors
---------------------------------------------------
Debtor: Canejas, S.E.
Metro Office Park
Calle 1, #7, Suite 204
Guaynabo, PR 00968
Case No.: 16-02644
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Mildred Caban Flores
Debtor's Counsel: Carmen D Conde Torres, Esq.
C. CONDE & ASSOC.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
E-mail: notices@condelaw.com
Total Assets: $11.1 million
Total Debts: $8.55 million
The petition was signed by Diego Chevere, socio gestor.
List of Debtor's 14 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Acodese Rent Deposit $4,642
CRIM Property Tax $37,821
Electromatic Parking Access $262
System
ITL International, Inc. Advance Rent $42,646
Luis Bonilla Cepeda Lawsuit $0
Manual Garcia Valles Lawsuit $0
MOP Owners Assoc. Mop Dues $2,602
Nosce Te Ipsum Shared Services $5,962
OneSource Facility Serv Janitorial $12,494
Services
PRASA Water Bill $2,725
PREPA Electricity Bill $31,075
Sorenson Communications, Inc. Rent Deposit $5,256
Specialist Pest Control Pest Control $115
Thyssenkrupp Elevator Elevator $5,607
Maintenance
CARDINAL LOCAL SCHOOL: Moody's Confirms B1 Rating on GO Debt
------------------------------------------------------------
Moody's Investors Service has confirmed the B1 rating on Cardinal
Local School District, OH's general obligation (GO) debt. The
district has $7.5 million of Moody's-rated GO debt outstanding.
This rating action concludes a review for possible downgrade that
Moody's initiated on Feb. 17, 2016.
The B1 rating reflects the district's ongoing structural imbalance
that has led to narrow reserves and severe cash pressures,
including the default on a December 2015 GO debt service payment.
Also incorporated in the rating is the district's modestly-sized
tax base which has seen recent growth in agricultural values,
limited history of voter support for new operating revenues, and
ongoing enrollment declines.
Rating Outlook
The negative outlook reflects our expectation of continued
financial stress given the district's weak liquidity, and
uncertainty surrounding a return to balanced operations without
voter support for new levies.
Factors that Could Lead to an Upgrade
Restoration of operational balance
Significant and sustained growth in liquidity
New operating levies or other revenues resulting in substantial
increases to reserve levels
Factors that Could Lead to a Downgrade
Inability to gain voter support for new levies
Failure to maintain positive operations and restore General Fund
cash reserves
Further delays and/or delinquencies in payment of debt service
Legal Security
The district's outstanding bonds are secured by a general
obligation unlimited tax pledge which benefits from a dedicated
property tax levy which is not limited as to rate or amount.
Use of Proceeds
Not applicable.
Obligor Profile
The district is located 35 miles southeast of Cleveland (A1 stable)
in Geauga County, and encompasses the village of Middlefield and
several surrounding towns. The district has an approximate
population of 15,000 and enrolls over 1,100 students.
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.
CAREFREE WILLOWS: Ch. 11 Trustee Wants Management Fees Reduced
--------------------------------------------------------------
Samuel R. Maizel, Chapter 11 Trustee for Carefree Willows, LLC,
seeks authority from the U.S. Bankruptcy Court for the District of
Nevada to amend the management agreement with Ken Templeton Realty
& Investment, Inc., nunc pro tunc to Dec. 31, 2015.
The firm will, among other things, operate and manage the property
-- a 300 unit senior housing complex located at 3250 S. Town Center
Drive, Las Vegas, Nevada.
The Chapter 11 Trustee relates that he has examined the viability
of retaining a new management company for the property. The
trustee, however, believes in his business judgment that it is in
the best interest of the estate to enter into a modified agreement
with the manager rather than find a new management company.
The Amended Management Agreement reduces the monthly fee payable to
the manager under the management agreement from six to four
percent. The trustee's professionals estimate that the reduction
will result in a savings to the estate of approximately $7,300 per
month.
The trustee is represented by:
John A. Moe, II, Esq.
David E. Gordon, Esq.
DENTON US LLP
601 South Figueroa, Suite 2500
Los Angeles, CA 90017-5704
E-mails: john.moe@dentons.com
david.gordon@dentons.com
Brian D. Shapiro, Esq.
LAW OFFICE OF BRIAN D. SHAPIRO, LLC
228 S. 4th Street, Suite 300
Las Vegas, NV 89101
Tel: (702) 386-8600
Fax: (702) 383-0994
E-mail: brian@brianshapirolaw.com
About Carefree Willows
Carefree Willows LLC owns the real property consisting of 11 acres
located at 3250 S. Town Center Drive, Las Vegas, Nevada. The
property has improvements consisting of almost new, high quality,
two and three-story wood frame/stucco buildings with 300 apartment
units, which is referred to as "Carefree Willows Senior
Apartments."
Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 10-29932) on Oct. 22, 2010. The Debtor disclosed $30.6 million
in assets and $36.5 million in liabilities as of the Chapter 11
filing.
The Law Offices of Alan R. Smith, in Reno, Nevada, served as
counsel to the Debtor. AG/ICC Willows Loan Owner, LLC, was
represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego,
Esq., Janet Dean Gertz, Esq., at COOLEY LLP.
After nearly five years of highly contentious disputes and
litigation, primarily between the Debtor and secured creditor
AG/ICC, which include the Debtor proposing five plans of
reorganization and AG proposing two plans, Samuel R. Maziel was
appointed the Chapter 11 trustee on Oct. 26, 2015.
CCNG ENERGY: Guggenheim Buys Trinity Environmental
--------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that a bankruptcy judge signed off on Guggenheim Corporate
Funding purchase of the assets of Texas oil field services company
Trinity Environmental Services LLC in a deal valued at some $150
million.
According to the report, Judge Ronald B. King Friday signed off on
the sale to Guggenheim, the corporate lending arm of investment
firm Guggenheim Partners, for Trinity's oil field treatment
assets.
As previously reported by The Troubled Company Reporter, CCNG
Energy Partners, L.P., in early March filed a motion to sell its
membership interests and assets and certain assets of Moss Bluff
Property, L.L.C., Trinity Environmental Catarina SWD, L.L.C.,
Trinity Environmental Services, L.L.C., Trinity Environmental SWD,
L.L.C., and Trinity Environmental Titan Trucking, L.L.C. ("Sale
Entities") to an affiliate of Guggenheim Corporate Funding, LLC.
Absent higher and better offers, the Debtors will sell certain of
the Debtors' membership interests and other assets to Guggenheim
for a total consideration of (a) $250,000 in cash, plus (b) a
credit bid of obligations under the Pre-Petition Credit Facility
as
well as any obligations incurred by the Debtors under the
Post-Petition Credit Facility, plus (c) the assumption of the
Assumed Liabilities, plus (d) the assumption of Assumed
Indebtedness, plus (e) the agreement to provide $4,500,000 subject
to certain reductions, for payment to creditors upon consummation
of the sale.
The gross proceeds of the Sale will include (a) $4.5 million
payable to holders of pre-petition unsecured claims (less any
payments to critical vendors), and (b) a $250,000 cash payment.
The cash payment will be distributed by the Debtors in accordance
with the priorities of the Bankruptcy Code.
In the event that the Debtors consummate an alternative
transaction
instead of the proposed sale to the Guggenheim affiliate under the
terms of the Agreement, the Debtors will pay purchaser a break-up
fee equal to $3,000,000 and expense reimbursement.
About CCNG Energy
CCNG Energy Partners, L.P., et al., are engaged in the business of
(a) disposing of non-hazardous oil and gas exploration and
production waste, such as mud cuttings and other solid oilfield
waste along with waste water produced during the hydraulic
fracturing and production processes, (b) truck and oilfield
equipment cleaning services, and (c) selling recovered oil and
brine.
CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners
GP,
L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity
Environmental Catarina SWD, L.L.C., Trinity Environmental Titan
Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity
Environmental Services, L.L.C. (collectively, the "Operating
Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The
petition was signed by Daniel B. Porter as CEO of General Partner.
All of the Debtors' operations are performed by the Operating
Subsidiaries.
The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.
The Debtors were initially represented by Taube Summers Harrison
Taylor Meinzer Brown LLP. After the firm's merger with Waller
Lansden Dortch & Davis, LLP, the Debtors have hired Waller Lansden
as counsel.
Judge Ronald B. King is assigned to the case.
The Debtors are engaged in the disposal of produced saltwater and
waste from the exploration and production of oil and gas.
In 2015, the Office of the U.S. Trustee appointed six creditors to
the official committee of unsecured creditors. The creditors are
Sun Coast Resources Inc., KBK Industries, Sabine Storage &
Operations Inc., Cambrian Management Ltd., WLP Oilfield Services,
and Dolphin Services & Chemicals LLC.
CHC GROUP: Moody's Lowers CFR to Caa3, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgrades CHC Group Ltd.'s CFR to Caa3
from B2 and its PDR to Caa3-PD from B2-PD. Moody's also downgraded
CHC Helicopter S.A.'s senior secured notes to Caa3 from B1 and the
senior unsecured notes to Ca from Caa1. The Speculative Grade
Liquidity Rating was lowered to SGL-4 from SGL-3. The rating
outlook is negative. This action resolves the review for downgrade
that was initiated on Jan. 21, 2016.
"The downgrade reflect CHC's very weak liquidity given its
commitments and need to restructure its debt," said Paresh Chari,
Moody's Analyst. "Pricing pressure and activity levels have
severely impacted CHC's cash flow resulting in weak leverage
metrics which will lead to a breach of covenants in early fiscal
year 2017."
Downgrades:
Issuer: CHC Group Ltd.
Probability of Default Rating, Downgraded to Caa3-PD from B2-PD
Corporate Family Rating, Downgraded to Caa3 from B2
Issuer: CHC Helicopter S.A.
Senior Secured Regular Bond/Debenture, Downgraded to Caa3 (LGD
3) from B1 (LGD 3)
Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD
5) from Caa1 (LGD 5)
Ratings Lowered:
Issuer: CHC Group Ltd.
Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3
Outlook Actions:
Issuer: CHC Group Ltd.
Outlook, Changed To Negative From Rating Under Review
Issuer: CHC Helicopter S.A.
Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
CHC's Caa3 CFR reflects its weak liquidity evident by Moody's
expectation of an imminent covenant breach with its lessors in the
first quarter of its FY2017 (July 31, 2016), which could force the
company to repay the remaining lease commitments of $258 million.
The company has also fully drawn its revolver and will continue to
have negative free cash flow in FY2017, leading to leverage of
about 7.5x and EBITDA to interest under 2x. Moody's expects that
CHC will not have the ability to meet its basic cash obligations in
FY2017, absent an amendment to its lessor covenants.
CHC's SGL-4 reflects weak liquidity through FY2017. At Jan. 31,
2016, and pro forma the full revolver draw down, CHC had about $340
million in cash. CHC has no availability under its $375 million
revolver due 2019 and has $34 million available under its $145
million ABL that can only be used to finance helicopters. Moody's
expects negative free cash flow of about $300 million over the next
five quarters ending FY2017 plus $280 million in payments to
lessors if CHC cannot amend covenants. Moody's expects CHC will
breach lessor covenants in early FY2017 (July 31, 2016,). CHC's
assets are pledged under the revolver and secured notes.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the notching of the secured notes at Caa3, the same as the CFR,
reflects their predominance in the capital structure. The senior
unsecured notes are rated Ca, one notch lower than the CFR,
reflecting the significant amount of priority ranking debt. CHC
also made senior unsecured note repurchases through calendar 2015
which we would have viewed as a distressed exchange and placed a
limited default modifier on the rating.
The negative outlook reflects Moody's view that CHC's liquidity is
very weak and the capital structure will need to be restructured.
The ratings could be downgraded if CHC is unable to make interest
payments, files for creditor protection or restructures its debt.
The ratings could be upgraded if CHC's liquidity improves and it is
not likely to restructure its debt.
CHC, headquartered in Vancouver, British Columbia, is a significant
provider of helicopter services to the global offshore exploration
and production industry with operations in approximately 30
countries.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.
CHINA SHIANYUN: Needs More Time to File 2015 Annual Report
----------------------------------------------------------
China Shianyun Group Corp., Ltd, filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2015. The Company said it is in the process of preparing
its consolidated financial statements as at Dec. 31, 2015, and for
the fiscal year then ended.
According to the Company, the process of compiling and
disseminating the information required to be included in its Form
10-K Annual Report for the 2015 fiscal year, as well as the
completion of the required audit of the Registrant's financial
information, could not be completed by March 30, 2016, without
incurring undue hardship and expense.
The Company undertakes the responsibility to file such annual
report no later than fifteen calendar days after its original due
date.
About China Shianyun
China Shianyun Group Corp., Ltd, formerly known as China Green
Creative, Inc., develops and distributes consumer goods, including
herbal teas, health liquors, meal replacement products, and cured
meat using ecological breeding methods in China. The Company is
based in Shenzhen Guandong Province, China.
China Shianyun reported a net loss of $1.33 million on $210,000 of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $382,000 on $2 million of revenues for the year ended Dec. 31,
2013.
As of Sept. 30, 2015, the Company had $7.76 million in total
assets, $7.40 million in total liabilities and $362,000 in total
stockholders' equity.
AWC (CPA) Limited, in Hong Kong, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, noting that the Company has a significant
accumulated deficits and negative working capital. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
CICERO INC: Incurs $3.81 Million Net Loss in 2015
-------------------------------------------------
Cicero Inc. filed with the Securities and Exchange Commission its
annual report on Form 10-K reporting a net loss applicable to
common stockholders of $3.81 million on $1.94 million of total
operating revenue for the year ended Dec. 31, 2015, compared to a
net loss applicable to common stockholders of $4.05 million on
$1.90 million of total operating revenue for the year ended
Dec. 31, 2014.
As of Dec. 31, 2015, Cicero had $3.16 million in total assets,
$10.44 million in total liabilities and a total stockholders'
deficit of $7.27 million.
Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, noting that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2015. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/DJFQSZ
About Cicero Inc.
Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.
The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products. Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.
CLAIRE'S STORES: Reports Q4 and 2015 Preliminary Results
--------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $238 million on $1.40
billion of net sales for the 12 months ended Jan. 30, 2016,
compared to a net loss of $212 million on $1.49 billion of net
sales for the 12 months ended Jan. 31, 2015.
For the three months ended Jan. 30, 2016, the Company reported a
net loss of $148 million on $403 million of net sales compared to a
net loss of $126 million on $412 million of net sales for the three
months ended Jan. 31, 2015.
As of Jan. 30, 2016, Clarie's Stores had $2.21 billion in total
assets, $2.79 billion in total liabilities and a stockholders'
deficit of $582 million.
As of Jan. 30, 2016, cash and cash equivalents were $18.9 million.
The Company had $42.2 million drawn on its Credit Facilities and an
additional $119 million of borrowing availability under its Credit
Facilities as of Jan. 30, 2016. The fiscal 2015 fourth quarter
cash balance decrease of $5 million consisted of positive impacts
of $80.6 million of Adjusted EBITDA and $31.6 million from seasonal
working capital, offset by $79.3 million from net payments under
the Credit Facilities, reductions for $28.1 million of cash
interest payments, $6.0 million of capital expenditures and $3.8
million for tax payments and other items.
A full-text copy of the press release is available for free at:
http://is.gd/zz8dfH
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally. It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.
Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America. As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe. Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd. The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.
* * *
As reported by the TCR on April 13, 2015, Moody's Investors
Service downgraded Claire's Corporate Family Rating (CFR) to
Caa2 from Caa1. The downgrade of Claire's ratings reflect
continued weak operating performance and deterioration of its
liquidity profile.
The TCR reported in April 2015 that Standard & Poor's Ratings
Services lowered its corporate credit rating on Claire's Stores
Inc. to 'CCC' from 'B-'. "The rating action reflects our belief
that Claire's could violate its financial covenant under its
revolving credit facility in the upcoming quarters, given
continuously weak operating trends," said credit analyst Mariola
Borysiak.
CLEAREDGE POWER: Moves Plan Effective Date to April 8
-----------------------------------------------------
CEP Reorganization, Inc., formerly known as ClearEdge Power, Inc.,
et al., and their Official Committee of Unsecured Creditors, sought
and obtained an order authorizing modifications to the already
confirmed Second Amended Joint Plan of Liquidation in order
consummate the sale of the assets of ClearEdge Power Finance, LLC,
pursuant to an agreement with REF Investments, Ltd.
Prior to the Petition Date, ClearEdge Power Finance, LLC ("CEP
Finance"), a wholly owned subsidiary of CEP LLC, entered into a
financing arrangement (the "REF Loan") with REF Investments, Ltd.
("REF") secured by substantially all of CEP Finance's assets,
including certain fuel cells and related equipment (collectively,
the "Fuel Cells") and certain Energy Services Agreements and/or
Power Purchase Agreements (collectively, the "ESAs"), pursuant to
which (a) CEP Finance agreed to operate and maintain the Fuel Cells
and to provide certain customers with the beneficial energy output
generated from the Fuel Cells and (b) CEP Finance collects certain
renewable energy credits ("RECs"). The REF Loan also is secured by
CEP LLC's right, title and interest in, among other things, CEP
LLC's limited liability company interest in CEP Finance and is
guaranteed by CEP Inc.
During the Bankruptcy Cases, REF filed four Proofs of Claim,
including a secured claim against CEP LLC in the amount of
$5,166,400 and an unsecured claim against CEP Inc. in the amount of
$5,166,400, based on certain documents related to the REF Loan.
The Debtors (with the support of the Committee), REF, CEP Finance
and certain customers under the ESAs, have engaged in extensive
negotiations and have tentatively reached agreement on terms to
sell substantially all of CEP Finance's assets, including the Fuel
Cells, to REF, which could result in, inter alia, the satisfaction
or release of obligations owed to REF, including the REF Claims and
the reconciliation of certain tax obligations. If consummated, the
Debtors will request the Court's approval of any such agreement.
Judge Charles Novack on March 3, 2016, entered an order confirming
the Second Amended Chapter 11 Plan proposed by the Debtors and the
Committee. Section 1.44 of the Plan defines the Plan's "Effective
Date" as the first business day following the date on which the
Order of Confirmation becomes a Final Order.
In view of the structure of the REF Loan and the numerous
complexities circumventing the Proposed REF Agreement, in
combination with the vesting of the Liquidation Trust Assets, the
establishment of the Liquidation Trust and the tax payment
obligations imposed on it under the Plan on the Effective Date, the
Plan Proponents and the Liquidation Trustee believe, for several
reasons, that it is in the best interests of the estates for the
Proposed REF Agreement, and the transfer of the Fuel Cells
contemplated thereunder, to be completed prior to the Effective
Date.
Accordingly, the Plan Proponents sought and obtained an order
providing that Section 1.44 of the Plan is modified to read as
follows:
1.44 "Effective Date" means either the earlier of (a)
April 8, 2016, or (b) the first Business Day after the
date on which the Proposed REF Agreement (as that term is
defined in the MOTION FOR APPROVAL OF MODIFICATION TO
SECOND AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION OF
DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS
(DATED JANUARY 8, 2016) [D.E. 1040]) is consummated and
approved by the Court.
The Confirmed Plan
As reported in the March 10, 2016 edition of the TCR, the Debtors
and the Committee won approval of a Chapter 11 Plan that provides
for:
-- the reorganization of CEP Reorganization, Inc., formerly
known as ClearEdge Power, Inc. ("CEP"),
-- the liquidation of CEP Reorganization LLC ("CEP LLC"),
and CEP Service Reorganization, LLC ("CEPIS"), and
-- the formation of a liquidation trust pursuant to a
Liquidation Trust Agreement to be executed by the Debtors
and the liquidation trustee (and approved by the
Committee) as of the Plan effective date.
The Liquidation Trust will be managed by a liquidation trustee as
well as by an oversight committee selected by the Committee and the
Debtors, and its primary purpose will be to administer and
liquidate the liquidation trust assets (including potential
avoidance actions and other affirmative causes of action, if any)
and resolve disputed claims.
On the Plan effective date, CEP will emerge as "Reorganized CEP"
and continue to exist as a separate corporation permitted to
conduct its business without supervision by the Bankruptcy Court.
Under the Plan, (a) holders of CEP stock may elect to be sponsors
of the Plan who will pay the aggregate amount of, at minimum,
$200,000 to the Liquidation Trust on or before the date on which
the Court enters its order confirming the Plan; and (b) Reorganized
CEP will, on an annual basis, calculate, report on, and, if
required, periodically pay contributions to the Liquidation Trust,
equal to 20% of all amounts, if any, realized from tax attributes
retained by Reorganized CEP under the Plan and carried forward or
carried backward.
The Plan provides that:
-- Holders of secured claims will have a 100% recovery in
the form of (i) 100% of net proceeds from the sale of the
collateral, or (ii) the return of the collateral.
-- Holders of unsecured claims each in the amount of not more
than $3,000, which are classified as administrative
convenience claims, will recover 100% on the Effective
Date.
-- Holders of general unsecured claims will have a 3% to 6.6%
recovery. They will receive a pro rata share of
Liquidation Trust interests. If Reorganized CEP
Contributions are realized, Liquidation Trust Assets will
be increased, and distributions to general unsecured
creditors could increase up to the approximate range of
between 19% and 22%
-- Holders of allowed interests in CEP who elect to be Plan
Sponsors will have left unaltered the legal, equitable
and contractual rights to which each such holder is
entitled on account of such interest. All stock Interests
of Plan Non-Sponsors will be cancelled as of the Effective
Date.
-- In the unlikely event that a surplus of available cash
remains after creditors are paid in full, holders of CEP
interests will receive one or more distributions of
available cash.
A copy of the Second Amended Disclosure Statement filed Jan. 8,
2016, is available for free at:
http://bankrupt.com/misc/ClearEdge_951_2nd_Am_DS.pdf
Attorneys for the Debtors:
Stephen T. O'Neill, Esq.
Robert A. Franklin, Esq.
Thomas T. Hwang, Esq.
DORSEY & WHITNEY LLP
305 Lytton Avenue
Palo Alto, CA 94301
Telephone: (650) 857-1717
Facsimile: (650) 857-1288
E-mail: oneill.stephen@dorsey.com
franklin.robert@dorsey.com
hwang.thomas@dorsey.com
Attorneys for the Official Committee of Unsecured Creditors:
Cathrine M. Castaldi, Esq.
Howard L. Siegel, Esq.
R. Benjamin Chapman, Esq.
BROWN RUDNICK LLP
2211 Michelson Drive, Seventh Floor
Irvine, CA 92612
Telephone: (949) 752-7100
Facsimile: (949) 252-1514
E-mail: ccastaldi@brownrudnick.com
hsiegel@brownrudnick.com
bchapman@brownrudnick.com
About ClearEdge Power
Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.
Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications. ClearEdge
bought
United Technologies Corp.'s UTC Power division in late 2012.
ClearEdge sought bankruptcy protection just a week after shutting
operations.
The petitions were signed by David B. Wright, chief executive
officer.
ClearEdge Power disclosed $31.3 million in assets and $67.4
million
in liabilities as of the Chapter 11 filing.
The Debtors have employed these professionals to assist in their
reorganization efforts: (i) Dorsey & Whitney LLP, as general
bankruptcy counsel; (ii) Davis Polk & Wardwell LLP, as special
corporate counsel; (iii) McNutt Law Group LLP, as special
conflicts
counsel; (iv) Leonard Law Group LLP as special counsel to manage
all matters related to a certain receivership proceeding in the
Circuit Court for the State of Oregon, County of Clackamas; (v)
Kieckhafer, Schiffer & Company LLP, as 401(k) auditors; (vi) BDO
USA, LLP as accountants; (vii) KPMG, LLP as tax professionals, and
(viii) TGI Financial, Inc. dba Gerbsman Partners as financial
advisor. In addition, the Court appointed Insolvency Services
Group, Inc., serves as noticing and claims agent.
On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee. The Committee retained Brown
Rudnick as Counsel and Teneo Securities as financial advisors.
* * *
The U.S. Bankruptcy Court in San Jose, California, on July 18,
2014, approved the sale of substantially all of the assets of the
Debtors to Doosan Corporation, a unit of Doosan Co. Ltd., of South
Korea. The consideration included cash, the assumption of certain
liabilities and the assumption of certain executory contracts and
unexpired leases, and resulted in an estimated $32,397,000 to the
Estates, $20,000,000 of which were reserved for the payment of
cure
costs associated with assumption but which will be released to the
Estates to the extent of any reserved funds remaining following
the
payment of all cure costs.
The Debtors changed their names to CEP Reorganization, Inc., et
al., following the sale to Dooasan.
The Debtors estimate that the total value of their remaining
assets
as of Sept. 30, 2015, approximates $13,585,000, including
unrestricted cash equivalents of $9,821,000 and restricted cash
equivalents comprised of amounts held in trust for payments to be
made in connection with the sale of $2,834,000. The Debtors
estimate that, in addition to administrative claims, their
liabilities through Sept. 30, 2015, approximate $82,000,000,
comprised of $5,420,000 asserted as Secured Claims, $4,605,000
asserted as Priority Claims, $1,070,000 asserted as Tax Claims,
$70,935,000 asserted as General Unsecured Claims.
CLEAREDGE POWER: WARN Act Claims Compromise Approved
----------------------------------------------------
Judge Charles Novack on March 21, 2016, approved the settlement
that CEP Reorganization, Inc., formerly known as ClearEdge Power,
Inc., and its affiliate, CEP Reorganization, LLC, entered into with
class representative, Peter Wojciechowski.
As reported in the March 15, 2016 edition of the TCR, the
Settlement Agreement resolves the claims alleged in Adversary
Proceeding No. 14-4152, entitled Peter Wojciechowski v. ClearEdge
Power, Inc., ClearEdge Power, LLC.
Mr. Wojciechowski filed the Adversary Proceeding, alleging that
CEP
and CEP, LLC failed to provide 60 days written notice to its
employees before ordering mass layoffs and plant closings, as
required by the Worker Adjustment and Retraining Notification Act
("WARN Act"). Mr. Wojciechowski sought payment for himself and the
Class Members for all unpaid wages, including unpaid accrued
vacation pay and fringe benefits.
Mr. Wojciechowski contends that should he prevail in the
litigation, the WARN Act priority claim of the approximately 260
Class Members for 60 days wages and benefits would be
approximately
$4.9 million. The total damages within the priority cap of
$12,450
for the class members is approximately $3.2 million, assuming no
other priority wages are owed, plus attorneys' fees and expenses,
and that such claims are entitled to priority status.
The Debtors relate that litigation of the WARN Class Action would
be protracted and expensive. They contend that the terminations
were caused by sudden and dramatic events outside of their control
and that at the time WARN notice was due, CEP and CEP, LLC were
actively seeking capital or financing that would have allowed it
to
avoid the terminations. The Debtors further contend that
unforeseeable business circumstances and faltering company
exceptions to the WARN Act excused CEP and CEP, LLC from providing
60 days written notice to their employees in advance of their
termination.
The Settlement Agreement contains, among others, the following key
terms:
(a) Settlement Amount: The Settlement Class will have an
allowed claim under 11 U.S.C. Section 507(a)(4) in the total
amount
of $1,300,217, from which the Class Representative Payment and
Class Counsel's fees and expenses shall be paid, to the extent
approved by the Bankruptcy Court.
(b) Distribution of Settlement Amount: Distributions to
individual Eligible Class Members shall be allocated to each Class
Member on a pro rata basis based on the relationship that such
Class Member's potential damages under the WARN Act bears to the
aggregate potential damages of all Class Members under the WARN
Act
and shall be made contemporaneously with the payment of Class
Counsel's Fees and Expenses and the Class Representative Payment.
(c) Payment to Class Representative: A one-time payment in
the
amount of $10,000, payable from the Settlement Amount to the Class
Representative Peter Wojciechowski, as compensation for his
services to the Class in addition to his pro rata share of the
Settlement Amount.
(d) Class Counsel's Fees: Provides for attorneys' fees in the
amount of one-third, net of litigation expenses, from the
Settlement Amount.
(e) Release of Defendants: Upon the Effective Date of the
Settlement Agreement, the Class Members shall release Defendants
CEP and CEP, LLC and their respective bankruptcy estates, each of
the Defendants' current and former shareholders, officers,
directors, employees, accountants and attorneys, among others,
excluding any third parties which may or may not be affiliated
with
Defendants including Kohlberg Ventures LLC of any and all claims
which relate or are based on the WARN Action or claim under
federal, state or local law or regulation arising out of the
termination of the Class Members' employment by Defendants.
About CEP Reorganization, Inc.
Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.
Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications. ClearEdge
bought
United Technologies Corp.'s UTC Power division in late 2012.
ClearEdge sought bankruptcy protection just a week after shutting
operations.
The petitions were signed by David B. Wright, chief executive
officer.
ClearEdge Power disclosed $31.3 million in assets and $67.4
million
in liabilities as of the Chapter 11 filing.
The Debtors have employed these professionals to assist in their
reorganization efforts: (i) Dorsey & Whitney LLP, as general
bankruptcy counsel; (ii) Davis Polk & Wardwell LLP, as special
corporate counsel; (iii) McNutt Law Group LLP, as special
conflicts
counsel; (iv) Leonard Law Group LLP as special counsel to manage
all matters related to a certain receivership proceeding in the
Circuit Court for the State of Oregon, County of Clackamas; (v)
Kieckhafer, Schiffer & Company LLP, as 401(k) auditors; (vi) BDO
USA, LLP as accountants; (vii) KPMG, LLP as tax professionals, and
(viii) TGI Financial, Inc. dba Gerbsman Partners as financial
advisor. In addition, the Court appointed Insolvency Services
Group, Inc., serves as noticing and claims agent.
On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee. The Committee retained Brown
Rudnick as Counsel and Teneo Securities as financial advisors.
COATES INTERNATIONAL: Delays Filing of 2015 Form 10-K
-----------------------------------------------------
Coates International, Ltd., disclosed in a regulatory filing with
the Securities and Exchange Commission it was unable, without
unreasonable effort or expense, to file its annual report on Form
10-K for the year ended Dec. 31, 2015, by the March 30, 2016,
filing date applicable to smaller reporting companies due to a
delay experienced by the Registrant in completing its financial
statements and other disclosures in the Annual Report.
As a result, the Company is still in the process of compiling
required information to complete the Annual Report and its
independent registered public accounting firm requires additional
time to complete its audit of the financial statements for the year
ended Dec. 31, 2015, to be incorporated in the Annual Report. The
Company anticipates that it will file the Annual Report no later
than the fifteenth calendar day following the prescribed filing
date.
About Coates
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines. This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.
The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve. It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.
As of June 30, 2015, the Company had $2.4 million in total assets,
$7.5 million in total liabilities and a stockholders' deficit of
$5.1 million.
In its report on the consolidated financial statements for the
year ended Dec. 31, 2014, Cowan, Gunteski & Co., P.A., expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company continues to have negative
cash flows from operations, recurring losses from operations, and a
stockholders' deficiency.
COLUMBIA HOSPITALITY: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------------
Debtor: Columbia Hospitality Services, LLC
1803 Sun Valley Dr., Ste C
Jefferson City, MO 65109
Case No.: 16-20272
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Western District of Missouri (Jefferson City)
Debtor's Counsel: Gwen Froeschner Hart, Esq.
SHURTLEFF FROESCHNER HARRIS
25 N. 9th St.
Columbia, MO 65201
Tel: 573-449-3874
Fax: 573-875-5055
E-mail: gwenf@tranquility.net
Total Assets: $11.9 million
Total Liabilities: $9.71 million
The petition was signed by George Pate, president/secretary.
List of Debtor's 12 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
A-1 Container Trash Container $2,191
American Family Insurance Insurance $15,705
Boone County Collector Real Estate Tax $191,437
Global Equipment Company Equipment $2,568
Purchase
Grand Oaks Heaing HVAC $9,560
H.D. Supply Solutions Purchase of $28,000
supplies
Hospitality Sign Co. Indoor Sign $2,292
Koonse Glass Window and Doors $7,624
Pate Development, Inc. Insider Loans $5,000
Private Capital Group, Inc. 2904 Clark Lane $6,857,016
and other hotel
assets
Promaxima Manufacturing, Ltd. Purchase of $6,809
Equipment
Relax Investments, Inc. Insider Loans $80,000
ECOSPHERE TECHNOLOGIES: Delays Filing of 2015 Annual Report
-----------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended Dec.
31, 2015.
Ecosphere said it has been delayed in resolving certain payment
issues with its auditors which have been resolved.
The Company anticipates the Annual Report will reflect the
following:
"The Registrant's total revenues were $736,874 for fiscal year
2015, compared to $1,119,879 for fiscal year 2014. The
Registrant's total expenses were $5,651,388 for fiscal year 2015,
compared to $7,758,485 for fiscal year 2014. The Registrant's loss
from operations was $4,914,514 for fiscal year 2015, compared to
$6,638,606 for fiscal year 2014. The Registrant's total other
expense was $16,974,466 for fiscal year 2015, compared to
$3,156,717 for fiscal year 2014. Due to the depressed oil and gas
prices which affected the entire industry, the Company's auditors
recommended it take an impairment charge of $11,911,955 resulting
from the Registrant's oil and gas investment. This followed
similar write downs by customers and others in the oil and gas
industry. Net loss applicable to the Registrant's common stock was
$22,604,535 for fiscal year 2015, compared to $11,566,098 for
fiscal year 2014. All of the numbers are subject to audit."
About Ecosphere Technologies
Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets. Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.
Ecosphere reported a net loss of $11.5 million on $1.11 million of
total revenues for the year ended Dec. 31, 2014, compared with net
income of $19.2 million on $6.71 million of total revenues for the
year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $3.03 million in total
assets, $10.4 million in total liabilities, $3.86 million in total
redeemable convertible cumulative preferred stock, and a total
deficit of $11.2 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company reported a
net loss of $11.5 million in 2014, and cash used in operating
activities of $4.55 million and $10.3 million in 2014 and 2013,
respectively. At Dec. 31, 2014, the Company had a working capital
deficiency, and accumulated deficit of $2.86 million, and $109
million, respectively. These matters raise substantial doubt about
the Company's ability to continue as a going concern.
ELEPHANT TALK: Gets Audit Opinion with Going Concern Explanation
----------------------------------------------------------------
Elephant Talk Communications Corp., a provider of cloud-based
mobile network solutions, on April 1 announced that, as previously
disclosed in its Annual Report on Form 10-K for the year ended
December 31, 2015, which was filed on March 30, 2016, the audited
financial statements for the year ended December 31, 2015 included
in the Form 10-K contained an audit opinion from its independent
registered public accounting firm which includes a going concern
qualification.
This announcement is made pursuant to NYSE MKT Company Guide
Section 610(b), which requires separate disclosure of receipt of an
audit opinion containing a going concern qualification.
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $21.9 million in 2014, a net
loss of $25.5 million in 2013 and a net loss of $23.1 million in
2012.
As of Sept. 30, 2015, the Company had $30.7 million in total
assets, $14.3 million in total liabilities and $16.4 million in
total stockholders' equity.
ENERGY FUTURE: Severance Program Hiked to $35 Million
-----------------------------------------------------
Energy Future Holdings won approval from the U.S. Bankruptcy Court
for the District of Delaware to increase, to a total amount not to
exceed $35 million, the limit on the Debtors' authority to pay
non-insider severance and authorizing the Debtors to pay insider
severance. In seeking an increase, the Debtors noted that they
have already honored approximately $10.5 million -- of the $15
million available under the existing Non-Insider Severance Cap --
in postpetition obligations to non-insiders under the Severance
Program. Primarily due to the pending wind-down of the Monticello
mines in April, as well as the challenging current market and
business climate, the Debtors sought authority to honor up to $35
million in postpetition obligations to non-insiders under the
Severance Program in the aggregate -- an increase of $20 million
from the existing Non-Insider Severance Cap.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
Jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
Agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The
EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ENERGY PRODUCATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Energy Producation Specialties, LLC
PMB 491
1719 Guadalupe
Laredo, TX 78040
Case No.: 16-50078
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Laredo)
Judge: Hon. David R Jones
Debtor's Counsel: Carl Michael Barto, Esq.
LAW OFFICES OF CARL M. BARTO
817 Guadalupe St.
Laredo, TX 78040
Tel: 956-725-7500
Fax: 956-722-6739
E-mail: cmblaw@netscorp.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joel Pena, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
ESSENTIAL POWER: Moody's Alters Outlook to Neg, Affirms B1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Essential Power
LLC's (Essential or Borrower or Project) senior secured credit
facilities. These facilities consist of a $565 million senior
secured term loan due 2019 (about $533.5 million currently
outstanding) and a $100 million revolving credit facility due 2017.
Concurrent with the ratings affirmation, Moody's changed the
rating outlook for Essential to negative from stable.
RATINGS RATIONALE
The B1 ratings affirmation reflects our view that the Borrower's
financial position has stabilized enabling it to produce key credit
metrics within the 'B' rating category. The rating affirmation
considers the capacity revenue visibility that exists across the
portfolio over the next several years along with the existence of
various hedging arrangements, which together provide greater
certainty to financial performance in the near term. The B1
incorporates the 15% permanent reduction in annual debt service
obligations that has occurred following the 2014 refinancing which
helps to lower default risk during a more challenging commodity
environment. The B1 rating further acknowledges the existence of
strong sponsor support from the current owner, IFM Investors (IFM),
as its large capital contribution in 2014 has provided support to
the Essential credit profile.
Moody's understands that IFM is planning to sell its interest in
the portfolio to a fund managed by The Carlyle Group, a large
private equity group with about $183 billion under management,
including a growing power portfolio. Moody's understands that in
addition to the amount that Carlyle will pay IFM for the Essential
equity, Carlyle intends to "step into the shoes" for all of the
remaining obligations due from IFM entered into during 2014. These
arrangements expire at the end of 2016. Given these facts, Moody's
views the sale of Essential to Carlyle as a credit neutral event,
and as such, the planned change in ownership, in and of itself, has
no impact on the Borrower's rating or the rating outlook.
The change in rating outlook to negative reflects the increasing
level of merchant exposure across the portfolio, particularly after
2016, which will increase cash flow volatility over the remaining
term loan life owing to sustained low natural gas and power prices
in the regions where it operates. In addition, Moody's believes
that under the terms of the current credit facilities, there is the
potential for a financial covenant breach in the future, if
merchant energy margins do not improve as the tests under both the
leverage covenant and the interest coverage covenant tighten in
2017 and again in 2018. While Essential has ample headroom under
the current covenant tests, the tightening of the financial
covenants (a step-down in the leverage coverage and a step-up in
the interest coverage ratio) occurring during a period of weak
power prices increases the potential for a covenant violation at
some future point. Moody's understands that the existence of
equity cures in the credit agreement mitigates this risk to some
extent in the absence of an amendment to or a refinancing of the
credit facilities.
From a financial perspective, based on Moody's calculation of key
financial ratios (which excludes certain add backs such as expenses
associated with long-term services agreements), Moody's expects
Essential to produce financial metrics in line with the 'B' rating
category in the Power Generation Project Methodology. For example,
we calculate that the ratio of funds from operations to debt
(FFO/Debt) is expected to be about 7.0% for 2015 and 2016, based on
our understanding of the 2015 results and 2016 budget. Moody's
also calculates the debt service coverage ratio (DSCR) to be about
1.9x for each of those years. Moody's notes that the cash flow
that is used in the calculation of these ratios includes the
benefit of draws from the Heat Rate Call Option (HRCO) Reserve and
Newington Floor Reserve Accounts, which remain in place until the
end of 2016.
Going forward, Moody's believes that because of the rising capacity
revenue coming from both the PJM and ISO-New England markets,
Essential could still produce FFO/Debt and DSCR ratios in the 'B'
rating category. Specifically, we understand that the Lakewood
plant was able to clear the 2017/18 Capacity Performance Transition
Incremental Auction at a price of $151.50/MW-day, which is
significantly higher than the RPM Base Auction price of
$120.00/MW-day for the same capacity year. Moreover, the RPM Base
Auction price for the 2018/19 capacity year is even higher at
$225.42/MW-day, and forward capacity auctions in ISO-New England
have also seen rising prices. This provides some visibility for
future contractual cash flows, which helps to offset the expected
volatility from merchant energy margins.
With respect to refinancing risk, the term loan B matures in August
2019, which is several years away. However, based upon Moody's
view of the merchant energy market, Moody's do not anticipate
appreciable de-leveraging to occur above the required 1%
amortization over the next several years leaving a still sizeable
amount to be refinanced in 2019. That said, several PJM and
ISO-New England capacity auctions will occur prior to the maturity
of the term loan, which will give visibility into cash flows into
2019 and beyond and should aid refinancing prospects, particularly
if the capacity results meet or exceed our expectations.
From a liquidity standpoint, Essential has access to a $100 million
revolving credit facility, which matures in August 2017. There is
currently $25 million outstanding; leaving $75 million available.
Essential also currently has about $14.8 million in cash and
equivalents as well as a $22.4 million cash-collateralized, debt
service reserve letter of credit. In addition, in March 2015,
Essential established a separate $25 million revolver for the
Lakewood facility, which matures in March 2020. Moody's views
these pockets of liquidity as beneficial to lenders in the current
environment, but also recognize that the revolver will need to be
renewed before August 2017, a time frame where we expect energy
prices to remain under pressure.
Counterbalancing this credit pressure is a management team that we
believe has been successful in managing this portfolio through
difficult times. The plants have performed well from an
operational perspective, and we would expect similar performance
following the change in ownership, given the operating expertise of
Cogentrix, a Carlyle affiliate, who will operate the plants after
the acquisition. Also, as mentioned, Essential's credit quality
has benefited from its ownership by IFM, and Moody's views
Carlyle's decision to purchase Essential's equity at the current
time and to step into IFM's obligations under the HRCO Reserve and
Newington Floor Reserve Accounts as positive factors for the
long-term sustainability of this portfolio.
In light of the negative rating outlook, limited prospects exist
for the rating to be upgraded. The rating outlook could stabilize
if the Project shows improvement in its credit metrics such that
Moody's believes that Essential can remain in compliance with its
financial covenants on a sustained basis. Additionally, the rating
could stabilize if financial performance met or exceeded current
expectations and if there were modifications to the credit
facilities, which addressed the tightening in covenant terms that
begin in 2017.
Conversely, the rating could be revised downward if Essential
appears likely to breach a covenant, if the owner fails to address
the covenant violation with either an equity cure and/or securing
some lender covenant relief. The rating could also face downward
pressure if the anticipated energy margins are not realized, or if
there are any events such as extended outages or fuel supply
disruptions that reduce energy margins on a sustained basis and
credit metrics fall below those expected or appropriate for the 'B'
rating category.
The principal methodology used in this rating was Power Generation
Projects published in December 2012.
Essential is a wholesale power generation and marketing company
owned by IFM. Essential owns a portfolio of five power generation
assets totaling 1,820 MWs located in the PJM and ISO-New England
power markets. In the eastern area of PJM, Essential owns an 80%
interest in the 265 MW dual-fueled Lakewood Energy facility
(Lakewood), as well as the Ocean Peaking Power and Rock Springs
facilities, both of which are 358 MW natural gas-fired peaking
plants. In ISO-New England, Essential owns the 575 MW dual-fueled,
combined-cycle Newington Energy (Newington) facility. Essential
also owns and manages a collection of oil-fired and natural
gas-fired aero-derivative units, a dual-fueled steam turbine
generator, and several 'run-of-the-river' hydro-electric generation
facilities, which combined represent 264 MWs of total portfolio
capacity.
ESTATE FINANCIAL: Silicon Forensics Okayed as Trustee's Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Thomas P. Jeremiassen, the Chapter 11 Trustee for Estate
Financial, Inc., to employ Silicon Forensics, Inc., as consultant.
Silicon will assist the trustee with the collection, processing and
management of electronically stored information, effective as of
July 13, 2015.
Specifically, Silicon will:
1. translate the data in the Imaged Server Version into usable
electronic format, to the extent that has not already been
completed;
2. analyze the data in the Imaged Server Version;
3. scanning, analyzing and storing data or documents and
information on behalf of the Trustee and his professionals;
4. maintaining a database of the documents stored by the Trustee
and his professionals; and
5. help the trustee and his professionals to locate documents
stored in the database maintained by Silicon on the trustee's
behalf.
The trustee agreed to pay Silicon in its hourly rates:
Hourly Billing Rates
--------------------
Associate/Project Manager $150 - $185
Consultant/Sr. Consultant $190 - $250
Managing Consultant/Senior
Managing Consultant $275 - $350
Director/Managing Director $375 - $500
To the best of the Trustee's knowledge, Silicon is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The trustee is represented by:
Robert B. Orgel, Esq.
Jeffrey L. Kandel, Esq.
Cia H. Mackle, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067-4003
Tel: (310) 277-6910
Fax: (310) 201-0760
E-mail: jkandel@pszjlaw.com
About Estate Financial
Estate Financial, Inc., was a licensed real estate brokerage firm
since the later 1980's. EFI solicited funding for, and arranged
and made, loans secured by various real property. EFI also was the
sole manager of Estate Financial Mortgage Fund LLC, which was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.
Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457)
on June 25, 2008. EFI consented to the bankruptcy petition on July
16, 2008.
In its schedules, Estate Financial disclosed total assets of $27.4
million, and total debt of $7.32 million.
Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, serve as counsel to
the Debtor.
A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the
Court on July 23, 2008.
Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus
& Gubner, serve as counsel to the official committee of unsecured
creditors.
FBX3 LLLP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: FBX3, LLLP
fka Michael D. Tomberlin Holdings, LLLP
PO Box 211027
Augusta, GA 30907
Case No.: 16-10496
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Southern District of Georgia (Augusta)
Debtor's Counsel: Todd Boudreaux, Esq.
BOUDREAUX LAW FIRM
493 Furys Ferry Road
Augusta, GA 30907
Tel: 706-869-1334
Fax: 706-869-3143
E-mail: toddb@csra.law
Total Assets: $6.04 million
Total Liabilities: $2.65 million
The petition was signed by Michael D. Tomberlin, authorized
representative.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
FILMED ENTERTAINMENT: Disclosure Statement Hearing on Thursday
--------------------------------------------------------------
Filmed Entertainment Inc., which has sold most of its assets, filed
with the U.S. Bankruptcy Court for the Southern District of New
York a proposed Plan of Liquidation that provides that unsecured
creditors would receive distributions from proceeds of causes of
action pursued by the litigation trust.
Under the Plan, secured claims and general unsecured claims are
impaired. The Plan did not provide an estimated percentage
recovery for secured creditors and unsecured creditors. Holders of
equity interests won't receive anything and are deemed to reject
the Plan.
According to the Disclosure Statement, the primary purpose of the
Plan is to effectuate the orderly wind down of the Debtor's affairs
by distributing proceeds received from the sale of most assets to
Edge Line Ventures LLC and the Debtor's other remaining cash on
hand. The Debtor contemplates distributing the funds through a
Plan
Administrator and a Litigation Trust established for the benefit of
general unsecured creditors.
The Debtor will seek approval of the Disclosure Statement and
solicitation procedures on April 7, 2016, at 11:00 a.m.
The Debtor's proposed Plan confirmation schedule is as follows:
Event(s) Date
-------- ----
Disclosure Statement Hearing April 7, 2016
at 11:00 a.m. (ET)
Voting Record Date April 7, 2016
Mailing Solicitation Packages April 21, 2016
Deadline for Publication of the
Confirmation Hearing Notice April 21, 2016
Deadline to File Claims
Estimation Motion April 28, 2016 at 5:00 p.m.
Voting Deadline May 19, 2016 at 5:00 p.m.
Plan Objection Deadline May 19, 2016 at 5:00 p.m.
Deadline for Prime to File the
Tabulation Affidavit and
Cure Claims Bar Date May 26, 2016 at 4:00 p.m.
Deadline for Replies to
Confirmation Objections May 26, 2016
Confirmation Hearing June 2, 2016 at 10:00 a.m.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Filmed_Ent_217_DS.pdf
About Filmed Entertainment Inc.
Filmed Entertainment Inc. owns and operates the "Columbia House DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel and Prime Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment to serve on the official committee of unsecured
creditors.
FILMED ENTERTAINMENT: Solicitation Period Extended to May 6
-----------------------------------------------------------
Judge Shelley C. Chapman on March 16, 2016, entered an order
extending Filmed Entertainment Inc.'s exclusive period to propose a
Chapter 11 plan until March 7, and the period to solicit
acceptances thereof through and including May 6. The Debtor filed
its proposed Plan of Liquidation and Disclosure Statement on March
7, 2016.
About Filmed Entertainment Inc.
Filmed Entertainment Inc. owns and operates the "Columbia House DVD
Club," a direct-to-customer distributor of movies and television
series in the United States. FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site. FEI was historically
active in the musical compact disc business, but exited the music
business in 2010. Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.
On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York. The case is pending
before the Honorable Shelley C. Chapman.
The Debtor tapped Griffin Hamersky P.C. as counsel and Prime Clerk
LLC as claims and noticing agent.
The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.
The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment to serve on the official committee of unsecured
creditors.
FIRST PHILADELPHIA: S&P Affirms 'BB' Rating on Bonds, Outlook Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB' long-term rating on Philadelphia
Authority for Industrial Development, Pa.'s series 2013A tax-exempt
and series 2013B taxable revenue bonds, issued for the First
Philadelphia Preparatory Charter School (FPPCS) on behalf of
Frankford Valley Foundation for Literacy.
"The positive outlook reflects our view of FPPCS' growing
enrollment, healthy demand profile characterized by a strong
waiting list, and strong liquidity position along with a stable
relationship with the authorizer," said Standard & Poor's credit
analyst Stephanie Wang. "The positive outlook also reflects our
expectation that maximum annual debt service coverage will be
stronger going forward."
MADS coverage for fiscal 2015 is slightly deflated as it included
both debt service on the bonds and eight months of additional lease
expense payments for the old building, which is not expected for
fiscal 2016 and onward. In S&P's opinion, the affirmation of the
'BB' rating reflects the school's high MADS burden of 18.5% of
fiscal 2015 expenses and the transition risk at FPPCS as it adds
the final 12th grade to the high school.
The positive outlook reflects S&P's belief that within the one year
outlook period, enrollment and demand will continue to increase as
projected with the expansion of the high school, liquidity will
continue to improve or remain at current levels, and operating
performance will remain positive on a full accrual basis such that
MADS coverage will improve. S&P also expects the school to remain
in good standing with the authorizer.
S&P could consider a positive rating action during the one-year
outlook if the school were to maintain liquidity at current levels,
reduce MADS as a percent of expenses and were to maintain strong
operating surpluses on a full accrual basis leading to improved
MADS coverage that is more commensurate with a higher rating.
S&P could consider a negative rating action if there was a
significant decline in enrollment, operations deteriorate either
due to volatile funding environment or other reasons leading to
declining MADS coverage of less than 1x or if liquidity weakens to
levels that are no longer commensurate with the current rating. In
addition, a negative rating action could occur if FPPCS issues
additional debt that pressure metrics notably from current levels.
First Philadelphia Preparatory Charter School is located in
northeast Philadelphia, serving a base almost entirely within the
city and attracting students from all over Philadelphia.
FIRSTENERGY CORP: Fitch Retains BB+ Ratings Amid ESP IV Settlement
------------------------------------------------------------------
Fitch Ratings does not expect FirstEnergy Corporation's (FE;
'BB+'/Outlook Positive) ratings to change as a result of the Public
Utilities Commission of Ohio's (PUCO) approval of FE's electric
security plan (ESP) IV settlement. The PUCO approved the ESP IV
settlement with some modification. All else equal, Fitch expects
FE's consolidated business risk profile and operating cash flows to
improve with implementation of the eight-year PUCO authorized rate
plan.
The rate plan's affiliate purchased power agreement (PPA) is highly
controversial and Fitch expects motions for rehearing to be filed
at the PUCO and that the decision will be subject to judicial
review. In addition, two complaints have been filed with the
Federal Energy Regulatory Commission as to waivers granted to FE in
2008 regarding affiliate transaction restrictions and seeking
modification of PJM Interconnections, Inc.'s minimum offer-price
rule to address subsidies.
The rate plan authorizes a retail rate stability rider (RSR) for
recovery of costs associated with FE's Ohio operating utility
subsidiaries' PPA with affiliate FirstEnergy Solutions (FES). In
Fitch's opinion, the affiliate PPA provides FES with a more
predictable source of revenue and cash flow, resulting in an
improved credit profile from both a qualitative and quantitative
point-of-view.
Under ESP IV, FE's operating utility subsidiaries, Ohio Edison
Company (OE), The Cleveland Electric Illuminating Co. (CEI), and
The Toledo Edison Co. (TE), will purchase power from FES at a
cost-based rate and sell it in the wholesale power market.
Differences between the cost of the affiliate PPA and amounts
received in wholesale markets will be charged or credited to OE,
CEI and TE's ratepayers through a rate stabilization tariff.
However, the mechanism is subject to a PUCO modification precluding
changes in average customer bills June 1, 2016 - May 31, 2018.
On balance, Fitch believes the PUCO authorized settlement is credit
supportive, notwithstanding a freeze on base distribution rates
through the eight-year term of ESP IV (June 1, 2016 - May 31, 2024)
and the commission's modification barring increases to average
customer bills June 1, 2016 - May 31, 2018. Fitch notes that
unrecovered costs associated with the PUCO-imposed average customer
bill restriction may be deferred for future recovery in the second
fiscal year of the two-year period (i.e. June 1, 2017 through May
31, 2018).
Provisions in the approved ESP IV settlement also include revenue
caps on the utilities' distribution capital recovery rider and a
guaranteed $100 million of total rate credits in years 5 through 8.
In Fitch's opinion, ESP IV aligns FE's corporate strategy with Ohio
energy policy goals to reduce carbon emissions while providing a
path to timely recovery of related costs. OE, CEI and TE are
committed under the commission authorized settlement to reduce
carbon emissions by at least 90% below 2005 levels by 2045. Under
the rate plan, investment in grid modernization is to be recovered
through a forward-looking tariff mechanism based on a 10.38% return
on equity.
In addition, OE, CEI and TE will file a rate proceeding with PUCO
to phase in fixed / variable rates starting at 25% fixed / 75%
variable in 2019 and moving to 75% fixed / 25% variable in 2021.
FORBES ENERGY: Moody's Lowers CFR to Caa2, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Forbes Energy Services Ltd.'s
Corporate Family Rating to Caa2 from Caa1, its senior unsecured
notes rating to Caa3 from Caa2, and affirmed its SGL-3 Speculative
Grade Liquidity Rating. The outlook was changed to stable from
negative.
"The downgrade reflects our expectation that the prolonged downturn
in oil prices will last through at least 2017 and as a result
Forbes's weak cash flow will be unlikely to cover interest
expense," said John Thieroff, Moody's VP-Senior Analyst. "While
Forbes has a measure of flexibility due to its very low maintenance
capital spending requirements, we expect weak demand for oilfield
services to continue through 2017 and Forbes' cash flow metrics to
remain pressured and that the company will need to rely on its
significant cash balances to fully fund its obligations."
Issuer: Forbes Energy Services Ltd.
Ratings Downgraded:
Corporate Family Rating, Downgraded to Caa2 from Caa1
Probability of Default Rating, Downgraded to Caa2-PD from
Caa1-PD
GTD Senior Unsecured Notes Rating, Downgraded to Caa3 (LGD4)
from Caa2 (LGD4)
Ratings Affirmed:
Speculative Grade Liquidity Rating, affirmed SGL-3
Outlook Actions:
Outlook Changed to Stable from Negative
RATINGS RATIONALE
The Caa2 Corporate Family Rating reflects Forbes' weak cash flow
generation, driven by declining demand from upstream exploration &
production (E&P) companies, and elevated financial leverage. A
pronounced protracted downturn in oil prices since late 2014 and
the resulting diminished demand for its services has materially
weakened Forbes' credit metrics. While ratings benefit from the
company's low maintenance capital requirements, Forbes' small scale
and operational concentration are limiting factors.
Although considerable cuts to spending and G&A have helped Forbes
preserve liquidity and somewhat limit margin erosion, the steep
decline in utilization rates and the pricing of Forbes services has
led to a steep decline in EBITDA. Demand for services is expected
to remain weak with dim prospects for material cash flow
improvement flow through 2017, given our WTI estimates of $33 and
$38 per barrel for 2016 and 2017, respectively. As a result,
adjusted EBITDA to interest coverage is likely to remain at or near
break-even for 2016 and below 1x in 2017. Despite weak cash flow,
we expect Forbes to internally fund maintenance level capital
spending in 2016, augmented by cash from the balance sheet. Longer
term, the company's prolonged period of austere capital spending
could cause a heightened need for reinvestment in the asset base,
once a robust oilfield services recovery commences.
The SGL-3 Speculative Grade Liquidity Rating reflects our view of
adequate liquidity through early 2017. At Dec. 31, Forbes had $75
million of balance sheet cash and $49 million of availability under
its secured borrowing base revolving credit facility, net of $10.7
million posted letters of credit. The facility contains a
springing covenant, which becomes effective if utilization exceeds
$75 million. If initiated, the covenant would require maintenance
of a fixed charge ratio greater than 1.1x. While Moody's expects
that Forbes will not be able to comply with the covenant through
2016, Forbes is not expected to utilize the facility to the extent
the covenant would become effective. The credit facility matures
July 2018. The Caa3 unsecured notes rating reflects the
subordination of the notes to Forbes' senior secured revolving
credit facility's priority claim to company assets, causing them to
be rated one notch below the Caa2 CFR under Moody's Loss Given
Default Methodology.
The stable outlook reflects Moody's view that Forbes's adequate
liquidity should allow it to cover interest and its minimal capital
spending needs into 2018 despite our expectation of very weak cash
flow generation. A ratings downgrade is likely if liquidity falls
below $50 million. While unlikely in 2016, an upgrade could be
considered if interest coverage approaches 2x and leverage is
reduced to under 5x for a sustained period.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.
Alice, Texas-based Forbes Energy Services Ltd. is an independent
oilfield services (OFS) company providing a wide range of well site
services to oil and natural gas exploration and production
companies to help develop and enhance production. Forbes' broad
range of end-to-end services include Well Servicing and Fluid
Logistics (62% and 38% of 2015 revenues, respectively.) Total
revenue for 2015 was $244 million.
FOREST PARK MEDICAL: Sabra Health Closes Sale of Investments
------------------------------------------------------------
Sabra Health Care REIT, Inc. on April 4 disclosed that it has
closed on the previously-announced sale of its investments in the
Forest Park Medical Center - Frisco hospital. The Company expects
to use the proceeds from the sale and repayment of its
debtor-in-possession loan investment to repay borrowings under the
Company's revolving credit facility.
About Sabra
Sabra Health Care REIT, Inc., a Maryland corporation, operates as a
self-administered, self-managed real estate investment trust (a
"REIT") that, through its subsidiaries, owns and invests in real
estate serving the healthcare industry. Sabra leases properties to
tenants and operators throughout the United States and Canada.
About Forest Park
Forest Park Medical Center, LLC, based in Dallas, Texas, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
16-40302) on February 21, 2016. The Debtor estimated $10 million
to $50 million in both assets and liabilities. The petition was
signed by David Genecov, chairman of the Board of Managers. Howard
Marc Spector, Esq., at Spector & Johnson PLLC, serves as counsel to
the Debtor.
FREEDOM COMMUNICATIONS: April 29 Set as Governmental Bar Date
-------------------------------------------------------------
The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the
Central District of California established April 29, 2016, as the
deadline for governmental units to file proofs of claim in the
Chapter 11 cases of Freedom Communications, Inc., and its debtor
affiliates.
Proofs of claim must be received by the Debtors' claims agent
Donlin Recanco & Company, Inc.:
by mail:
Donlin Recano & Company, Inc.
Re: Freedom Communications, Inc., et al.
P.O. Box 899
Madison Square Station
New York, NY 10010
By courier, hand delivery, or overnight delivery:
Donlin Recano & Company, Inc.
Re: Freedom Communications, Inc., et al.
6201 15th Avenue
Brooklyn, NY 11219
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, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1,
2015, with the intention of selling their assets to a group of
local investors led by Rich Mirman,Freedom's chief executive
officer and publisher.
Richard E. Mirman, the chief executive officer, signed the
petitions.
Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.
Freedom Communications Inc., in an amended schedules disclosed
total assets of $59,368,451 and total liabilities of $213,887,330.
The Debtor previously reported assets of $59,368,451 and
liabilities of $218,890,683.
Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel.
FREEDOM COMMUNICATIONS: Can Pay Up to $1.5-Mil. in Bonuses
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved Freedom Communications, Inc., et al.'s employee incentive
and severance program providing for (i) payment of incentive pay to
seven key members of the Debtors' management; and (ii) payment of
severance pay to associate employees and key executives (including
one insider executive).
The KEIP Payment Event will only be triggered if the sale of the
Debtors' assets results in Aggregate Value sufficient to not only
pay the Debtors' obligations under its debtor-in-possession
financing facility and other estimated secured and administrative
claims, but is also likely to result in a material distribution to
unsecured creditors. Accordingly, the KEIP Payment Event threshold
will only be met if the Key Executives are able to improve EBITDA,
profitability, and other metrics to obtain Aggregate Value to the
Debtors' estates in excess of an agreed-to figure of $42 million.
The KEIP is structured as follows:
(a) The KEIP Payment Event threshold is satisfied if the
Aggregate Value to the Debtors' estates is at least $42,000,000. If
the Minimum Aggregate Value Amount is not reached, there will be no
Bonus Pool.
(b) If the Aggregate Value equals the Minimum Aggregate Value
Amount, the total Bonus Pool to be shared by the KEIP Participants
will be $500,000.
(c) For every dollar ($1.00) increase in Aggregate Value over
the Minimum Aggregate Value Amount, the Bonus Pool will be
increased by four cents ($0.04), until the Bonus Pool reaches the
amount of $1,500,000, at which point the Bonus Pool is capped.
The Debtors anticipate that the potential cost of the KEIP to the
Debtors' estates (which could range from zero to a maximum of the
$1.5 million KEIP Cap) will be more than offset by the added value
directly resulting from the services of these Key Executives, and
would be approved as being in the best interests of all
constituencies.
Based on current salary amounts, the potential ESP payments for
individual Associate Employees range from $400 to $6,632 (based on
2 weeks of pay), with a mean of $1,827.24. For the seven Key
Executives eligible for the ESP, the maximum possible amount to be
paid pursuant to the ESP is $51,688.87 (based on 2 weeks of pay),
with a mean of $7,384.12. While the ESP has a maximum possible
expense of approximately $1.83 million (assuming that each and
every Associate Employee and Key Executive were to be terminated
without cause), however, the Debtors anticipate that most of the
Associate Employees and Key Executives will be retained in
connection with the sale of the Debtors' businesses and, under such
circumstances, no ESP payments will be due to such retained
Employees.
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, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1,
2015, with the intention of selling their assets to a group of
local investors led by Rich Mirman,Freedom's chief executive
officer and publisher.
Richard E. Mirman, the chief executive officer, signed the
petitions.
Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.
Freedom Communications Inc., in an amended schedules disclosed
total assets of $59,368,451 and total liabilities of $213,887,330.
The Debtor previously reported assets of $59,368,451 and
liabilities of $218,890,683.
Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel.
FRONTIER STAR: Ch. 11 Trustee May Sell Wells Fargo's Collateral
---------------------------------------------------------------
The Hon. Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for
the District of Arizona entered on March 31, 2016, an order
allowing P. Gregg Curry, the Chapter 11 Trustee in the bankruptcy
case of Frontier Star, LLC, et al., to sell Wells Fargo Financial
Leasing, Inc.'s collateral to the Starcorp LLC free and clear of
the Wells Fargo lien.
Wells Fargo has a valid, perfected security interest in the
personal property and equipment identified and described in Proof
of Claim 18. As of the Petition Date, Wells Fargo was owed
$780,725.05. The Buyer has offered to purchase some of the
collateral for $425,000. Wells Fargo Leasing consents to the sale
provided that: (i) the Wells Fargo lien attach to the Sale Price
to the same extent, validity, and priority that it was attached to
the sold collateral; (ii) the Buyer pay the Sale Price to Wells
Fargo by wire transfer by March 31, 2016; and (iii) the Court
approve the Stipulation, a copy of which is available for free at:
http://bankrupt.com/misc/FRONTIERSTAR_891_cashcollstip.pdf
The sold collateral does not include all of the collateral. The
collateral not being sold to the Buyer remains subject to the Wells
Fargo Lien notwithstanding anything to the contrary in the
Stipulation. The Court will address the Chapter 11 Trustee's
agreement to grant Wells Fargo relief from the automatic stay in
regard to the unsold collateral by separate order once the time to
object under Local Rule 4001-1(d) expires.
The Buyer is represented by:
Motschenbacher & Blattner LLP
Nicolas J. Henderson, Esq.
117 SW Taylor Street, Suite 300
Portland, Oregon 97204
Wells Fargo is represented by:
Snell & Wilmer L.L.P.
Benjamin W. Reeves, Esq.
One Arizona Center
400 E. Van Buren, Suite 1900
Phoenix, Arizona 85004-2202
The Chapter 11 Trustee is represented by:
Law Offices of Michael W. Carmel, Ltd.
Michael W. Carmel, Esq.
80 E. Columbus Avenue
Phoenix, Arizona 85012
Judge Ballinger extended to March 31, 2016, the termination date of
the loan provided by Western Alliance Bank to get the Debtors
through bankruptcy. The Bank issued a letter of credit in the face
amount of $2.9 million naming MBM Corporation as beneficiary. The
expiration date of the existing Letter of Credit, as amended, is
March 31, 2016.
As reported by the Troubled Company Reporter on March 11, 2016,
Judge Ballinger previously extended the termination date to March
19. Judge 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.
The Debtors sought on Nov. 17, 2015, court authorization to obtain
secured post-petition financing on a super priority basis. On Jan.
15, 2016, 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.
In November 2015, the U.S. Trustee filed a motion for an order to
dismiss, convert or appoint a Chapter 11 trustee in the bankruptcy
case of the Debtors, who were at that time asking the Court to
extend until Feb. 22, 2016, the deadline by which the Debtors must
assume or reject unexpired, nonresidential real property 25 leases.
The U.S. was joined by SJFT, LLC, et al., and CSC Holdings, LLC,
and CSC Trust, among others. Landlords Ricardo Hector Abellan and
Trinidad Alba Navarro De Abellan, Trustees of The Abellan Family
Trust dated Sept. 16, 1991, objected to the motion.
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 Nov. 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.
GENERAL STEEL: Needs More Time to File 2015 Form 10-K
-----------------------------------------------------
General Steel Holdings, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission it was unable to file its
annual report on Form 10-K for the year ended Dec. 31, 2015, within
the prescribed time period without unreasonable effort or expense
because additional time is required to complete the preparation of
its financial statements in time for filing. The Company said the
Annual Report on Form 10-K will be filed as soon as practicable.
About General Steel Holdings
General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe. General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.
General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013.
As of Sept. 30, 2015, General Steel had $1.12 billion in total
assets, $2.82 billion in total liabilities and a $1.69 billion
total deficiency.
Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has an accumulated deficit,
has incurred a gross loss from operations, and has a working
capital deficiency at Dec. 31, 2014. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
GOODRICH PETROLEUM: Incurs $479 Million Net Loss in 2015
--------------------------------------------------------
Goodrich Petroleum Corporation filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $479.42 million on $77.65 million of revenues for the
year ended Dec. 31, 2015, compared to a net loss of $353.13 million
on $208.55 million of revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Goodrich had $98.97 million in total assets,
$507.05 million in total liabilities and a total deficit of $408.08
million.
"The precipitous decline in oil and natural gas prices during 2015
and into 2016 has had a significant adverse impact on our business,
and as a result of our financial condition, our registered
independent public accountants have issued an opinion with an
explanatory paragraph expressing substantial doubt as to our
ability to continue as a "going concern." As a result, we are in
default under the Senior Credit Facility as of the date hereof. As
a result of the default, we are unable to make further draws on the
Senior Credit Facility unless the default is waived by the lenders
under our Senior Credit Facility.
"We are currently in discussions with the lenders under our Senior
Credit Facility regarding a waiver of this requirement. If we do
not obtain a waiver of this requirement within 15 days, an event of
default will exist under the Senior Credit Facility and the lenders
under the Senior Credit Facility will be able to accelerate the
repayment of debt under the Senior Credit Facility.
"Furthermore, if we are unable to restructure our current
obligations under our existing outstanding debt and preferred stock
instruments, and address near-term liquidity needs, we may need to
seek relief under the U.S. Bankruptcy Code. This relief may
include: (i) seeking bankruptcy court approval for the sale or
sales of some, most or substantially all of our assets pursuant to
section 363(b) of the U.S. Bankruptcy Code and a subsequent
liquidation of the remaining assets in the bankruptcy case; (ii)
pursuing a plan of reorganization (where votes for the plan may be
solicited from certain classes of creditors prior to a bankruptcy
filing) that we would seek to confirm (or "cram down") despite any
classes of creditors who reject or are deemed to have rejected such
plan; or (iii) seeking another form of bankruptcy relief, all of
which involve uncertainties, potential delays and litigation
risks," the Company said in the report.
The Company's auditors Ernst & Young LLP, Houston, Texas, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has near term liquidity constraints and is not in
compliance with their Current Ratio covenant that raise substantial
doubt about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/tqqXPE
About Goodrich
Goodrich Petroleum Corporation is an independent oil and natural
gas company engaged in the exploration, development and production
of oil and natural gas on properties primarily in (i) Southwest
Mississippi and Southeast Louisiana, which includes the Tuscaloosa
Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which
includes the Haynesville Shale, and (iii) South Texas, which
includes the Eagle Ford Shale Trend.
GREAT LAKES COMNET: Committee Taps O'Keefe as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Great Lakes Comnet, Inc., and Comlink, L.L.C.,
seek authorization from the U.S. Bankruptcy Court for the Western
District of Michigan to retain O'Keefe & Associates Consulting LLC
as financial advisor, nunc pro tunc to February 2, 2016.
As financial advisor, O'Keefe will:
(a) attend the meetings of the Committee;
(b) analyze and review financial information;
(c) assist in the efforts to sell assets of the Debtors in a
manner that maximizes value for creditors;
(d) provide financial advice;
(e) prepare financial analysis as requested by the Committee
and its legal advisors;
(f) review and investigate prepetition transactions in which
the Debtors and their insider(s) were involved;
(g) analyze and negotiate any proposed sale, plan or exit
strategy in these cases;
(h) confer with the Debtors' advisors, management and
counsel;
(i) review the Debtors' schedules, statements of financial
affairs and business plan; and
(j) review and analyze the Debtors' work product of the
Debtors' investment bankers and financial advisors.
The current standard hourly rates of O'Keefe professionals are:
Standard
Position Hourly Rate
-------- -----------
Managing Directors $425
Directors $285
Senior Consultants $200
Paraprofessionals $100
O'Keefe will also be paid for all charges and disbursements
incurred in rendering services to the Committee.
Michael Deighan, a managing director of O'Keefe, assures the Court
that O'Keefe is a "disinterested person" as such term is defined in
Section 101(14) of the Bankruptcy Code.
About Great Lakes Comnet
East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and
operates a 6,500 mile fiber network serving the carrier and
enterprise sectors in Michigan, with the network extending to Ohio,
Indiana, Illinois, Wisconsin, and Minnesota. GLC's services
include transport, dark fiber sales, cloud and datacenter
operations, toll resale, toll routes, local switching, tandem
switching and SS7.
GLC's tandem switch is used -- in conjunction with tandem transport
services provided by GLC and Westphalia Telephone Company -- to
send long distance calls from the network of one telecommunications
carrier to the network of another telecommunications carrier. By
using the services provided by GLC and WTC, interexchange carriers
such as AT&T, are able to exchange interstate long distance calls
with local telecommunications service providers, namely, rural
Incumbent Local Exchange Carriers and competitive LECs, located
throughout Michigan, where the rural ILECs and CLECs operate "end
office switches" homing on GLC's tandem switch.
Comlink provides data and communication services, including
dedicated ultra-high-speed bandwidth data transmission, Ethernet
private line services and virtual private network services,
cloud-based and colocation data center services, and data
management services to Consumers Energy, several hospital systems,
municipalities and state correctional facilities.
Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11
bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and
16-00292, respectively) on Jan. 25, 2016. The petitions were
signed by John Summersett as chief executive officer. The Debtors
estimated both assets and debts in the range of $10 million to $50
million.
The Debtors have engaged Miller Canfield Paddock & Stone PLC as
counsel, Alix Partners LLP as restructuring advisors and Kurtzman
Carson Consultants, LLC as claims, balloting and noticing agent.
HARRON COMMUNICATIONS: S&P Affirms 'BB-' Then Withdraws CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Frazer, Pa.-based incumbent cable
operator Harron Communications L.P.
"We subsequently withdrew all of the ratings at the request of the
issuer, including the 'BB-' corporate credit rating, 'BB+'
issue-level rating on the company's credit facility, and 'BB-'
issue-level rating on the company's unsecured notes," said Standard
& Poor's credit analyst Rose Askinazi.
HAWAIIAN RIVERBEND: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hawaiian Riverbend LLC
PO Box 3181
Saratoga, CA 95070
Case No.: 16-00348
Nature of Business: Property Developer
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
District of Hawaii (Honolulu)
Judge: Hon. Robert J. Faris
Debtor's Counsel: Ramon J. Ferrer, Esq.
LAW OFFICE OF RAMON J. FERRER
135 S. Wakea Ave., Suite 204
Kahului, HI 96732
Tel: 808.298.7277
Fax: 808.877.3682
E-mail: ramonlawfirm@hotmail.com
Total Assets: $8.65 million
Total Debts: $1.71 million
The petition was signed by Ryan Smith, co-manager.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
HCSB FINANCIAL: Reports $1.75 Million Net Loss for 2015
-------------------------------------------------------
HCSB Financial Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common shareholders of $1.75 million on $13.7 million
of total interest income for the year ended Dec. 31, 2015, compared
to a net loss available to common shareholders of $1.40 million on
$16.09 million of total interest income for the year ended Dec. 31,
2014.
As of Dec. 31, 2015, HCSB Financial had $362 million in total
assets, $374 million in total liabilities and a total shareholders'
deficit of $12.3 million.
Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation (FDIC) that requires, among
other provisions, capital ratios to be maintained at certain
levels. As of December 31, 2015, the Company's subsidiary is
considered significantly undercapitalized based on its regulatory
capital levels. These considerations raise substantial doubt about
the Company's ability to continue as a going concern. The Company
also has deferred interest payments on its junior subordinated
debentures for 20 consecutive quarters as of December 31, 2015.
Under the terms of the debentures, the Company may defer payments
for up to 20 consecutive quarters without creating a default.
Payment for the 20th quarterly interest deferral period was due in
March 2016. The Company failed to pay the deferred and compounded
interest at the end of the deferral period, and the trustees of the
corresponding trusts, have the right, after any applicable grace
period, to exercise various remedies, including demanding immediate
payment in full of the entire outstanding principal amount of the
debentures. The balance of the debentures and accrued interest as
of December 31, 2015 were $6,186,000 and $901,000, respectively.
These events also raise substantial doubt about the Company's
ability to continue as a going concern as of December 31, 2015.
Bankruptcy Warning
"On February 29, 2016, the Company entered into a securities
purchase agreement with Alesco Preferred Funding VI LTD, pursuant
to which the Company will repurchase all of its floating rate trust
preferred securities issued through its subsidiary, HCSB Financial
Trust I, for an aggregate cash payment of $600,000, plus
reimbursement of attorneys' fees and other expenses incurred by
Alesco not to exceed $25,000. Alesco also agreed to forgive any
and all unpaid interest on the trust preferred securities. The
securities purchase agreement is subject to closing conditions,
including regulatory approval of the transaction. Alesco has the
right, but not the obligation, to terminate the securities purchase
agreement in the event that any closing condition is not satisfied
within 45 days of the date of the securities purchase agreement.
The Company anticipates that the closing of this repurchase will
occur immediately following the closing of the private placement
transaction. However, if we are unable to close the repurchase in
a timely manner, because the Company is in default under the terms
of the Indenture related to the trust preferred securities, the
trustee or Alesco, by providing written notice to the Company, may
declare the entire principal and unpaid interest amounts of the
trust preferred securities immediately due and payable. As of
March 16, 2016, the total principal amount outstanding on the trust
preferred securities plus accrued and unpaid interest was $7.1
million. The trust preferred securities are junior to the
subordinated notes, so even if the entire principal and unpaid
interest amounts of the trust preferred securities immediately is
declared due and payable, the trust preferred securities cannot be
repaid prior to repayment of the subordinated promissory notes.
However, if the trustee or Alesco declares the entire principal and
unpaid interest amounts of the trust preferred securities
immediately due and payable, we could be forced into involuntary
bankruptcy."
A full-text copy of the Form 10-K is available for free at:
http://is.gd/pEwxIS
About HCSB Financial
Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank. The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988. From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services. During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach. All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.
HEALTH DIAGNOSTIC: Shareholder Sues over APA Releases
-----------------------------------------------------
G. Russell Warnick filed an adversary complaint asking the U.S.
Bankruptcy Court to declare that the releases granted by Health
Diagnostic Laboratory, Inc., in the asset purchase agreement with
True Health Diagnostics, LLC, to be wholly without legal effect and
unenforceable against the Warnick Parties.
In the alternative, Mr. Warnick, a shareholder, asks the Court to
relieve the Warnick Parties from its Sale Order, pursuant to
Federal Rule of Civil Procedure 60 and Federal Rule of Bankruptcy
Procedure 9024.
According to Mr. Warnick, the Debtor negotiated an expansive
"Sellers Release" clause to be included within the APA, which is
executed by and among True Health, HDL, and Integrated Health,
enumerating four categories of parties released, comprising of two
entities and over eighty individuals.
The Debtors led the Court to believe they possessed the authority
to execute and effectuate the Secret Release on behalf of Mr.
Warnick and other non-signatories to the APA, but to the contrary,
Mr. Warnick did not authorize the Debtors to release any party on
his behalf -- he did not sign the APA or any of the sale documents
-- he did not even have access to the Secret Release until weeks
after the True Health Sale closed. In all likelihood, most of the
individuals purportedly bound by the Secret Release have never seen
the Secret Release. Moreover, Mr. Warnick did not receive any
consideration on account of the Secret Release.
Consequently, the Secret Release is unauthorized, ultra vires,
void, illegitimate and illusory as to Mr. Warnick for lack of
consideration, lack of authorization, and lack of due process. As
such, the Court must clarify that the Warnick Parties are not bound
by the Secret Release, otherwise, it will have enabled the theft,
conversion, and involuntary abandonment of Mr. Warnick’s legal
rights.
G. Russell Warnick is represented by:
Dion W. Hayes, Esq.
K. Elizabeth Sieg, Esq.
Kyle R. Hosmer, Esq.
McGUIREWOODS LLP
800 East Canal Street
Richmond, Virginia 23219
Telephone: (804) 775–1000
Facsimile: (804) 775–1061
Email: dhayes@mcguirewoods.com
bsieg@mcguirewoods.com
khosmer@mcguirewoods.com
About Health Diagnostic
Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia. HDL is a blood testing company.
Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015. The petitions were signed by
Martin McGahan, chief restructuring officer.
HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities
as of the Chapter 11 filing.
Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.
Alvarez & Marsal is the Debtors' financial advisor. Robert S.
Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors'
conflicts counsel. American Legal Claims Services, LLC, is the
Debtors' claims, noticing and balloting agent. Ettin Group, LLC,
will market and sell the miscellaneous equipment and other assets.
MTS Health Partners, L.P., serves as investment banker.
To assist them with their restructuring efforts and to help
maximize the value of their estates, the Debtors filed with the
Court an application seeking entry of an order authorizing the
Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC
("A&M") to provide the Debtors with a Chief Restructuring Officer
and certain additional personnel. Richard Arrowsmith is presently
the CRO.
The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors. The official committee
retained Cooley LLP as its counsel and Protiviti Inc. as its
financial advisor.
* * *
On Oct. 29, 2015, the Court entered an order extending until Jan.
4, 2016, the period during which the Debtors have the exclusive
right to propose a Chapter 11 plan, and until March 3, 2016, the
exclusive period to solicit acceptances of that plan.
On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015,
as the Bar Date for the filing of all proofs of claim.
On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation
and Disclosure Statement.
HEALTH DIAGNOSTIC: Sues Buyer Over Interference in Asset Collection
-------------------------------------------------------------------
Health Diagnostic Laboratory, Inc., filed an adversary complaint
asking the U.S. Bankruptcy Court to enjoin True Health Diagnostics,
LLC, and Jeffrey P. "Boomer" Cornwell from continuing to interfere
with the collection of certain estate assets and issue a judgment
holding them in contempt for continuing to willfully violate the
automatic stay.
In addition, the Debtor seeks specific performance of certain of
True Health's contractual obligations, and damages for breach of
contract, tortious interference with contract, violations of the
automatic stay, and violations of the Code of Virginia.
According to the Debtor, it has retained ownership of certain
Excluded Receivables pursuant to an Asset Purchase Agreement
entered into by and among True Health, as the Buyer, and the
Debtor, and Integrated Health Leaders, LLC (IHL), as Sellers. In
addition, True Health has an ongoing obligation to “perform all
necessary and appropriate commercial collection activities in
arranging the timely payment of Accounts Receivable due and owing
to Maker and shall promptly remit such collections to Holder in
accordance with the Note,” since there still remain outstanding
Purchased Receivables.
To pursue its collection of any sums that fall within the Excluded
Receivables, the Debtor entered into an Agreement for Services with
Accelerated Receivables Management, Inc. (ARM), the Debtor tells
the Court.
Initially, the Debtor alleges that True Health has collected and
continued collection of up to $10 million worth of Purchased
Receivables and paid the amount to the Debtor to satisfy the
initial principal amount it owed to the Debtor under the Note but
have slowed considerably during January 2016. As a result of True
Health's failure to engage in appropriate collection efforts
related to the Purchased Receivables, True Health defaulted, the
Debtor continues.
Worst, the Debtor asserts that the Defendants have willfully
violated the automatic stay and unjustifiably interfered with the
ARM Agreement and the collection of the Excluded Receivables, when
they colluded with each other and numerous physicians to convince
patients not to pay amounts rightfully owed to the Plaintiff by
circulating electronic mail notices to physicians, groups of
physicians, and/or related entities stating that collection letters
sent by ARM to patients are a fraudulent attempt to collect funds
from patients and that such collection efforts are in direct
violation of the Plaintiff's stated billing policy.
Moreover, the Plaintiff asserts that pursuant to the APA, True
Health is obligated to provide information to the Plaintiff
concerning the Excluded Receivables for a period of seven years
following the Closing Date. However, True Health has failed to
provide, and has refused to provide the Plaintiff with information
concerning the Excluded Receivables, constituting material breach
to the APA and causing Plaintiff to lose significant estate funds,
specifically since the Plaintiff cannot collect the Excluded
Receivables without access to the books and records.
Health Diagnostic Laboratory, Inc. is represented by:
Tyler P. Brown, Esq.
Jason W. Harbour, Esq.
Henry P. (Toby) Long, III, Esq.
Shannon E. Daily, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
Email: tpbrown@hunton.com
jharbour@hunton.com
hlong@hunton.com
sdaily@hunton.com
About Health Diagnostic
Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia. HDL is a blood testing company.
Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015. The petitions were signed by
Martin McGahan, chief restructuring officer.
HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities
as of the Chapter 11 filing.
Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.
Alvarez & Marsal is the Debtors' financial advisor. Robert S.
Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors'
conflicts counsel. American Legal Claims Services, LLC, is the
Debtors' claims, noticing and balloting agent. Ettin Group, LLC,
will market and sell the miscellaneous equipment and other assets.
MTS Health Partners, L.P., serves as investment banker.
To assist them with their restructuring efforts and to help
maximize the value of their estates, the Debtors filed with the
Court an application seeking entry of an order authorizing the
Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC
("A&M") to provide the Debtors with a Chief Restructuring Officer
and certain additional personnel. Richard Arrowsmith is presently
the CRO.
The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors. The official committee
retained Cooley LLP as its counsel and Protiviti Inc. as its
financial advisor.
* * *
On Oct. 29, 2015, the Court entered an order extending until Jan.
4, 2016, the period during which the Debtors have the exclusive
right to propose a Chapter 11 plan, and until March 3, 2016, the
exclusive period to solicit acceptances of that plan.
On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015,
as the Bar Date for the filing of all proofs of claim.
On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation
and Disclosure Statement.
HORSEHEAD HOLDING: Taps RAS's Timothy Boates as CRO
---------------------------------------------------
U.S. Bankruptcy Judge Mary Walrath, signing for Judge Christopher
S. Sontchi, has authorized Horsehead Holding Corp. to tap RAS
Management Advisors, LLC, to (a) provide Timothy D. Boates as chief
restructuring officer; (b) provide additional personnel; and (c)
provide financial advisory and restructuring-related services to
the Debtors, nunc pro tunc to the Petition Date.
RAS will, among other things:
a. manage all aspects of the Debtors' financial resources,
including cash and liquidity management;
b. evaluate all aspects of the Debtors' operations to determine
if any cost reduction measures can be implemented in order to
improve the Debtors' operations during the pendency of the cases;
and
c. direct the efforts of the Debtors' management, its employees,
and its external professionals in connection with any bankruptcy
matters or potential transactional efforts, including any matters
related to the Debtors' debtor-in-possession financing or any
related issues.
Mr. Boates and the additional personnel from RAS have agreed to be
paid according to these fee structure:
Daily Hourly
----- ------
Timothy Boates $5,000 $500
Michael Rizzo $3,500 $350
Robert Tetreault $3,250 $325
RAS may be reached at:
Timothy Boates
RAS MANAGEMENT ADVISORS, LLC
Tel: 256-776-4989
E-mail: tboates@rasmanagement.com
About Horsehead Holding Corp.
Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a U.S. producer of specialty zinc and zinc-based
products and a leading recycler of electric arc furnace dust; The
International Metals Reclamation Company, LLC ("INMETCO"), a
leading recycler of metals-bearing wastes and a leading processor
of nickel-cadmium (NiCd) batteries in North America; and Zochem
Inc., a zinc oxide producer located in Brampton, Ontario.
Horsehead, headquartered in Pittsburgh, Pa., has seven facilities
throughout the U.S. and Canada. The Debtors currently employ
approximately 730 full-time individuals.
Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal
Products, LLC, The International Metals Reclamation Company, LLC,
and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition
was signed by Robert D. Scherich as vice president and chief
financial officer. Judge Christopher S. Sontchi is assigned to the
case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management
Advisors, LLC as financial advisor, Lazard Middle Market LLC as
investment banker, Epiq Bankruptcy Solutions, LLC as claims and
noticing agent and Aird & Berlis LLP as Canadian counsel.
The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million. As of the Petition Date, the
Debtors' consolidated long-term debt obligations totaled
approximately $420.7 million.
HOUSTON REGIONAL: Ogle's Suit vs. Comcast, et al., Partially Junked
-------------------------------------------------------------------
Plaintiff Robert E. Ogle commenced an adversary proceeding naming
Comcast Corp., Comcast Services, Comcast Lender, Comcast Cable,
Comcast Partner, National Digital Television Center, LLC, Comcast
California, NBCU, Jon Litner, John Ruth, Robert Pick, and Madison
Bond as Defendants.
The complaint alleges nine causes of action: fraudulent
misrepresentation, fraud by nondisclosure, business disparagement,
tortious interference with prospective business relations,
promissory estoppel, breach of fiduciary duty, breach of contract,
aiding and abetting, and conspiracy. It also alleges various
theories of liability such as vicarious liability and piercing the
corporate veil.
The Comcast Defendants filed their motion to dismiss Ogle's
complaint for failure to state a claim upon which relief may be
granted.
In a Memorandum Opinion dated March 16, 2016, which is available at
http://is.gd/1a0b1Bfrom Leagle.com, Judge Marvin Isgur of the
United States Bankruptcy Court for the Southern District of Texas,
Houston Division, granted the motion in part and denied in part.
The following claims are dismissed:
-- Count 2: Fraud by nondisclosure
-- Count 3: Business disparagement
-- Count 6: Breach of fiduciary duty
-- Count 7: All breach of contract claims against NBC Universal
Media, LLC, and all claims pursuant to Sections 2.2(e) and 2.5 of
the Comcast Services Agreement
-- Count 10: Conspiracy
The motion to dismiss is denied as to the claim against Comcast
Sports Management Services, LLC, under Section 2.4 of the Comcast
Services Agreement.
The motion to dismiss is denied with respect to all other claims.
The bankruptcy case is IN RE: HOUSTON REGIONAL SPORTS NETWORK,
L.P., Chapter 11, Debtor, Case No. 13-35998 (Bankr. S.D. Tex.).
The adversary case is ROBERT E OGLE, Plaintiff, v. COMCAST
CORPORATION, INC., et al, Defendants, Adversary No. 15-03144
(Bankr. S.D. Tex.).
Robert E Ogle, Plaintiff, is represented by Miriam Michelle
Carreras, Esq. -- The Lanier Law Firm, Eugene R Egdorf, Esq. --
Lanier Law Firm PC, W Mark Lanier, Esq. -- Lanier Law Firm PC
Comcast Corporation, Inc., Defendant, is represented by Vincent P
Slusher, Esq. -- vince.slusher@dlapiper.com -- DLA Piper (US) LLP,
Andrew B Zollinger, Esq. -- andrew.zollinger@dlapiper.com -- DLA
Piper LLP.
About Houston Regional
Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation. The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC. The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.
Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.
Judge Marvin Isgur presides over the case.
The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief. It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel. It also hired Conway MacKenzie, Inc., as
financial advisor.
Harry Perrin, Esq., represents Astros owner Jim Crane. Alan
Gover, Esq., represents the Rockets.
The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC. Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP. Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.
The Troubled Company Reporter, on Nov. 4, 2014, citing Daily
Bankruptcy Review, reported that U.S. Bankruptcy Judge Marvin
Isgur in Houston has approved the restructuring plan that will
hand control of Comcast SportsNet Houston.
INDUSTRIAL NOISE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Industrial Noise Control Corp.
630 S. Jupiter Road
Garland, TX 75042
Case No.: 16-31399
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
E-mail: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bill Badgett, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb16-31399.pdf
INMOBILIARIA BAFCO: Case Summary & 13 Unsecured Creditors
---------------------------------------------------------
Debtor: Inmobiliaria Bafco, Inc.
Metro Office Park
Calle 1 #7, Suite 204
Guaynabo, PR 00968
Case No.: 16-02642
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Mildred Caban Flores
Debtor's Counsel: Carmen D Conde Torres, Esq.
C. CONDE & ASSOC.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
E-mail: notices@condelaw.com
Total Assets: $13.4 million
Total Debts: $12.05 million
The petition was signed by Fernando Batlle, president.
List of Debtor's 13 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
AWS Caribbean Rent Deposit $11,990
Cor Vel Health Corp. Advance Rent $5,979
CRIM Tax $43,177
Delta Dental of PR, Inc. Rent Deposit $9,040
Fluor Daniel Caribbean, Inc. Advance Rent $27,196
Inovalon Rent Deposit $3,793
Markup Language Devlmet. Rent Deposit $2,021
Meddev Technologies Rent Deposit $930
Miller Coors PR, Inc. Advance Rent $15,170
OneSource Facility Serv. Janitorial $15,193
Services
Pharmaceutical Ind. Assoc. of Rent Deposit $2,370
PR, Inc.
PREPA Electricity Bill $44,710
RCM Technologies, Inc. Rent Deposit $4,143
INSPIREMD INC: Gets Audit Opinion With Going Concern Explanation
----------------------------------------------------------------
InspireMD, Inc., a provider of embolic prevention systems (EPS),
neurovascular devices and thrombus management technologies, on
March 31 disclosed that as previously disclosed in its Annual
Report on Form 10-K for the year ended December 31, 2015, which was
filed on March 28, 2016 with the Securities and Exchange
Commission, the audited financial statements contained a going
concern qualification paragraph in the audit opinion from its
independent registered public accounting firm.
This announcement is made pursuant to NYSE MKT Company Guide
Section 610(b), which requires public announcement of the receipt
of an audit opinion containing a going concern paragraph. This
announcement does not represent any change or amendment to the
Company's consolidated financial statements or to its Annual Report
on Form 10-K for the year ended December 31, 2015.
About InspireMD, Inc.
InspireMD seeks to utilize its proprietary MGuard(TM) with
MicroNet(TM) technology to make its products the industry standard
for embolic protection and to provide a superior solution to the
key clinical issues of current stenting in patients with a high
risk of distal embolization, no reflow and major adverse cardiac
events. InspireMD intends to pursue applications of this MicroNet
technology in coronary, carotid (CGuard(TM)), neurovascular, and
peripheral artery procedures. InspireMD's common stock is quoted
on the NYSE MKT under the ticker symbol NSPR.
InspireMD reported a net loss $3.6 million for the three months
ended September 30, 2015 from $6.8 million during the same period
in 2014.
At September 30, 2015, the company had total assets of $9,761,000,
total liabilities of $10,335,000, and total capital deficiency of
$574,000.
INTERPARK INVESTORS: Employs Shaw Fishman as Bankruptcy Counsel
---------------------------------------------------------------
Interpark Investors, LLC, sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Peter J. Roberts, Esq., and the law firm of Shaw Fishman
Glantz & Towbin LLC as its general bankruptcy counsel in connection
with its Chapter 11 case.
As counsel, Shaw Fishman will:
(a) give the Debtor legal advice with respect to its rights,
powers and duties as debtor in possession in connection
with administration of the estate, operation of its
business and management of its property;
(b) advise the Debtor with respect to asset dispositions,
including sales, abandonments, and assumptions or
rejections of executory contracts and unexpired leases,
and take such action as may be necessary to effectuate
those dispositions;
(c) assist the Debtor in the negotiation, formulation and
drafting of a Chapter 11 plan;
(d) take such action as may be necessary with respect to
claims that may be asserted against the Debtor and
property of the estate;
(e) prepare applications, motions, complaints, orders and
other legal documents as may be necessary in connection
with the appropriate administration of the Case;
(f) represent the Debtor with respect to inquiries and
negotiations concerning creditors and property of the
Debtor's estate;
(g) initiate, defend or otherwise participate on behalf of the
Debtor in all proceedings before this Court or any other
court of competent jurisdiction; and
(h) perform any and all other legal services on behalf of the
Debtor that may be required to aid in the proper
administration of Debtor's estate.
Pursuant to a prepetition engagement letter agreement, the Debtor
has agreed to compensate Shaw Fishman according to Shaw Fishman's
standard rates for cases of the size and complexity as the Case.
Shaw Fishman will also request reimbursement for expenses incurred
in connection with its representation of the Debtor. As of January
1, 2016, Shaw Fishman's hourly rates ranged from $390 to $725 for
members and $250 to $350 for associates. The firm will also be
reimbursed for its out-of-pocket costs and disbursements.
Prior to the Petition Date, the Debtor transferred $50,000 to Shaw
Fishman as a partial prepayment for expenses and services rendered
in advance of and in connection with the Case.
Peter J. Roberts, Esq., a member of the law firm, assures the Court
that Shaw Fishman is a "disinterested person" within the scope of
Section 101(14) of the Bankruptcy Code.
Shaw Fishman can be reached at:
Peter J. Roberts, Esq.
David R. Doyle, Esq.
SHAW FISHMAN GLANTZ & TOWBIN LLC
321 North Clark Street, Suite 800
Chicago, IL 60654
Telephone: (312) 541-0151
Facsimile: (312) 980-3888
E-mail: proberts@shawfishman.com
ddoyle@shawfishman.com
About Interpark Investors
Interpark Investors, LLC, is an Illinois limited liability company
that owns and operates two real estate parcels commonly known as
(i) 8601-8623 West Bryn Mawr Avenue, Chicago, IL (the "Bryn Mawr
Property") and (ii) 8600-8622 West Catalpa Avenue, Chicago, IL (the
"Catalpa Property").
Though the Company acquired the Properties as a single Class B
multitenant office development consisting of 12 single-story
buildings and known as Interpark Corporate Center, the Company has
since divided the two Properties into two separate projects.
The Company continues to operate the Catalpa Property, which is the
southern parcel, as an office park with several commercial tenants.
However, prior to the Petition Date, the Company terminated the
office rental operations at the Bryn Mawr Property, which is the
northern parcel, and slated it for demolition and redevelopment as
a seven-story, 394-unit residential apartment complex with 9,500
square feet of retail space.
Shortly before the Petition Date, the Company engaged CBRE, Inc. to
sell the Bryn Mawr Property. The Company intends to use the
proceeds generated from the sale of the Bryn Mawr Property to pay
down secured debt. The Company intends to retain the Catalpa
Property.
Based on the most recent appraisal conducted on the Properties,
plus recent broker opinions of value, the Debtor asserts that the
collective value of the Properties exceeds $23 million. CBRE has
estimated that the value of the Bryn Mawr Property alone exceeds
$17 million.
Interpark Investors, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill., Case No. 16-04404) on Feb. 12,
2016. The case is assigned to Judge Carol A. Doyle. The Debtor's
counsel is Peter J Roberts, Esq., at Shaw Fishman Glantz & Towbin
LLC, in Chicago, Illinois. The petition was signed by John J
Fitzmaurice, manager of Interpark Manager, LLC, the Debtor's
manager.
INTERPARK INVESTORS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Interpark Investors, LLC, filed with the Court its schedules of
assets and liabilities, disclosing:
Schedule A/B: Assets-Real and Personal Property
1a. Real property: $26,030,000
1b. Total personal property: $537,301
--------------
1c. Total of all property: $26,567,301
Summary of Liabilities
Schedule D: Creditors Who Have Claims
Secured by Property $15,571,383
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 $3,939,306
--------------
Total liabilities $19,510,689
A copy of the Schedules is available at no extra charge at:
http://bankrupt.com/misc/Interpark_Inv_23_SAL.pdf
About Interpark Investors
Interpark Investors, LLC, is an Illinois limited liability company
that owns and operates two real estate parcels commonly known as
(i) 8601-8623 West Bryn Mawr Avenue, Chicago, IL (the "Bryn Mawr
Property") and (ii) 8600-8622 West Catalpa Avenue, Chicago, IL
(the
"Catalpa Property").
Though the Company acquired the Properties as a single Class B
multitenant office development consisting of 12 single-story
buildings and known as Interpark Corporate Center, the Company has
since divided the two Properties into two separate projects.
The Company continues to operate the Catalpa Property, which is
the
southern parcel, as an office park with several commercial
tenants.
However, prior to the Petition Date, the Company terminated the
office rental operations at the Bryn Mawr Property, which is the
northern parcel, and slated it for demolition and redevelopment as
a seven-story, 394-unit residential apartment
complex with 9,500 square feet of retail space.
Shortly before the Petition Date, the Company engaged CBRE, Inc.
to
sell the Bryn Mawr Property. The Company intends to use the
proceeds generated from the sale of the Bryn Mawr Property to pay
down secured debt. The Company intends to retain the Catalpa
Property.
Based on the most recent appraisal conducted on the Properties,
plus recent broker opinions of value, the Debtor asserts that the
collective value of the Properties exceeds $23 million. CBRE has
estimated that the value of the Bryn Mawr Property alone exceeds
$17 million.
Interpark Investors, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-04404) on
Feb. 12, 2016. The case is assigned to Judge Carol A. Doyle.
The petition was signed by John J Fitzmaurice, manager of Interpark
Manager, LLC, the Debtor's manager.
The Debtor's counsel is Peter J Roberts, Esq., at Shaw Fishman
Glantz & Towbin LLC, in Chicago, Illinois.
INTERPARK INVESTORS: Has Access to Cash Collateral Until May 26
---------------------------------------------------------------
Judge Carol A. Doyle entered an interim order authorizing Interpark
Investors, LLC, to use cash collateral of Athene Annuity and Life
Company, through the final hearing on the Debtor's cash collateral
motion. The interim order was entered March 9 following a
preliminary hearing. A final hearing is scheduled for May 26,
2016, at 10:30 a.m. As adequate protection for any use or
diminution in value of any of its interests in the Debtor's
prepetition assets, Athene is granted replacement liens. A copy of
the Interim Order is available for free at:
http://bankrupt.com/misc/Interpark_Inv_22_Int_Cash_Ord.pdf
About Interpark Investors
Interpark Investors, LLC, is an Illinois limited liability company
that owns and operates two real estate parcels commonly known as
(i) 8601-8623 West Bryn Mawr Avenue, Chicago, IL (the "Bryn Mawr
Property") and (ii) 8600-8622 West Catalpa Avenue, Chicago, IL
(the
"Catalpa Property").
Though the Company acquired the Properties as a single Class B
multitenant office development consisting of 12 single-story
buildings and known as Interpark Corporate Center, the Company has
since divided the two Properties into two separate projects.
The Company continues to operate the Catalpa Property, which is the
southern parcel, as an office park with several commercial tenants.
However, prior to the Petition Date, the Company terminated the
office rental operations at the Bryn Mawr Property, which is the
northern parcel, and slated it for demolition and redevelopment as
a seven-story, 394-unit residential apartment complex with 9,500
square feet of retail space.
Shortly before the Petition Date, the Company engaged CBRE, Inc.
to
sell the Bryn Mawr Property. The Company intends to use the
proceeds generated from the sale of the Bryn Mawr Property to pay
down secured debt. The Company intends to retain the Catalpa
Property.
Based on the most recent appraisal conducted on the Properties,
plus recent broker opinions of value, the Debtor asserts that the
collective value of the Properties exceeds $23 million. CBRE has
estimated that the value of the Bryn Mawr Property alone exceeds
$17 million.
Interpark Investors, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-04404) on Feb. 12,
2016. The case is assigned to Judge Carol A. Doyle. The petition
was signed by John J Fitzmaurice, manager of Interpark Manager,
LLC, the Debtor's manager.
The Debtor's counsel is Peter J Roberts, Esq., at Shaw Fishman
Glantz & Towbin LLC, in Chicago, Illinois.
IOWA FERTILIZER: S&P Puts Bonds' 'BB-' Rating on CreditWatch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on Iowa
Finance Authority's $1.194 billion tax-exempt financing on
CreditWatch with negative implications. The secured bonds consist
of three tranches maturing between 2019 and 2025. Project revenues
of the obligor, Iowa Fertilizer Co. (IFCo), will service the bonds
upon construction completion.
The CreditWatch listing follows IFCo's announcement that first
production of ammonia is delayed a further five months from the
anticipated May 2016 start. The project is in the process of
finalizing its liquidity needs, which S&P will assess over the next
month. The project would face a downgrade if S&P determines that
construction funds are insufficient to cover the schedule delay.
Given that IFCo is a valuable asset in the merger transaction
announced between OCI and CF Industries last year, S&P believes
both the companies remain strongly committed to the project,
though, under S&P's project finance criteria, it do not ascribe any
specific benefit as a result of this commitment.
S&P expects to resolve the CreditWatch listing over the next month
after reviewing IFCo's liquidity needs arising from the schedule
delay, progress made toward settling disputed claims, and the cost
impact of the settlement, if any, as well as the expected liquidity
support from OCI NV.
The CreditWatch affects nearly $1.2 billion of debt.
ISIGN SOLUTIONS: Needs More Time to File 2015 Annual Report
-----------------------------------------------------------
iSign Solutions, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended Dec.
31, 2015.
The Company said it is working with a third-party valuation firm to
determine the fair value of a bifurcated embedded derivative
related to convertible debt to be recorded and disclosed in the
Form 10-K for the period ending Dec. 31, 2015. According to the
Company, the calculation and review of the fair value calculation
will not be completed by March 30, 2016, without unreasonable
effort and expense to the Registrant. The Company expects to be in
a position to file the Form 10-K within 15 days after March 30,
2016.
ABOUT iSIGN
iSIGN (formerly known as Communication Intelligence Corporation or
CIC) is a provider of digital transaction management (DTM) software
enabling fully digital (paperless) business processes. iSIGN's
solutions encompass a wide array of functionality and services,
including electronic signatures, simple-to-complex workflow
management and various options for biometric authentication. These
solutions are available across virtually all enterprise, desktop
and mobile environments as a seamlessly integrated software
platform for both ad-hoc and fully automated transactions. iSIGN's
software platform can be deployed both on-premise and as a
cloud-based service, with the ability to easily transition between
deployment models. iSIGN is headquartered in Silicon Valley. For
more information, please visit the Company's Web site at
www.isignnow.com. iSIGN's logo is a trademark of iSIGN.
As of Sept. 30, 2015, Communication Intelligence had $1.36 million
in total assets, $2.28 million in total liabilities and a $924,000
total deficit.
Communication Intelligence has incurred significant cumulative
losses since its inception and, at June 30, 2015, the Company's
accumulated deficit was $125,231,000. The Company has primarily
met its working capital needs through the sale of debt and equity
securities. As of June 30, 2015, the Company's cash balance was
$409,000. The Company said these factors raise substantial doubt
about its ability to continue as a going concern.
JUMIO INC: Hires Ernst & Young as Financial Advisor
---------------------------------------------------
Jumio Inc. seeks authorization from the U.S. Bankruptcy Court for
the District of Delaware to employ Ernst & Young LLP as financial
advisor, nunc pro tunc to the March 21, 2016 petition date.
The Debtor requires Ernst & Young to:
(a) prepare financial related disclosures required by the
Court, including the Schedules of Assets and Liabilities,
the Statement of Financial Affairs and the Monthly
Operating Reports;
(b) prepare and comply with the information and analysis
requirements of the Debtor's post-petition financing
agreements;
(c) prepare financial information for distribution to various
constituencies and their legal and financial advisors;
(d) analyze the cost/benefit of key executory contracts and
leases to determine the impacts of affirming or rejecting
such contracts;
(e) perform claims analysis on as needed basis (including but
not limited to 503(b)(9) claims);
(f) prepare other operational and liquidity management tools to
monitor and control cash flow, including but not limited
to:
-- cash flow projections and budgets and related
budget to actual variance analysis,
-- cash receipts and disbursements analysis, and
analysis of proposed transactions for which Court
approval as necessary;
(g) attend meetings and assist in discussions with potential
investors, banks and other secured lenders, and official
committees appointed in this chapter LL case, the U.S.
Trustee, other parties in interest and professionals hired
by the same, as requested;
(h) advice management regarding the Debtor's business plan and
financial forecast and updating as needed;
(i) assist, as needed, in the preparation of a liquidation
analysis to produce an illustrative summary of potential
recoveries under various scenarios;
(j) assist management in responding to information/due
diligence request of parties in interest as well as
prospective acquirers, as necessary;
(k) advice and assist management in the development and
preparation of the Plan of Reorganization and Disclosure
Statement; and
(l) provide other additional assistance as requested by the
Debtor and agreed upon by Ernst & Young.
Ernst & Young will be paid at these hourly rates:
Partner $725-$850
Senior Manager $600-$700
Manager $450-$550
Other Personnel $200-$400
Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ernst & Young is currently holding a retainer totaling $27,024,
which Retainer is to be applied by Ernst & Young in payment of
compensation and reimbursement of expenses incurred following the
Petition Date, subject to prior Court approval.
Rocky Ho, principal at Ernst & Young, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Ernst & Young can be reached at:
Rocky Ho
ERNST & YOUNG LLP
350 Hudson Street, Suite 300
New York, NY 10014-4504
Tel: (808) 226-3133
Fax: (800) 793-9313
About Jumio
Headquartered in Palo Alto, California, Jumio is an online and
mobile identity management and credentials authentication company.
Its customers include, among others, Airbnb, United Airlines,
WorldRemit, EasyJet, and Duolingo. Jumio has operations in the
United States, Europe and India. Jumio employs 43 individuals.
Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 16-10682) on March 21, 2016. The petition was signed by
Stephen Stuut as chief financial officer. The Debtor estimated
assets in the range of $1 million to $10 million and debts of up to
$50 million. Judge Brendan Linehan Shannon has been assigned the
case.
The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy
counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special
corporate counsel, Ernst & Young LLP as financial advisor, Sagent
Advisors, LLC as investment banker, Cooley LLP as special SEC
counsel and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
LEADFX INC: Lender Extends Forbearance Period Until July 31
-----------------------------------------------------------
LeadFX Inc. on March 31 disclosed that Enirgi Group Corporation
("Enirgi Group" or the "Lender"), subject to regulatory approval,
has agreed to extend the period of forbearance and maturity date
under its credit agreement, as amended, with the Company (the
"Credit Agreement") to July 31, 2016 while management works through
a close out solution. All other terms and conditions of the Credit
Agreement remain the same.
LeadFX -- http://www.leadfxinc.com/-- is a Canadian-based mining
company focused on the development of lead-silver projects located
in stable jurisdictions. Our current portfolio includes a
restart-ready lead operation in Western Australia and a development
project in Utah, USA. The Company is developing opportunities at
its new properties in North America to underpin future cash flow
and growth. LeadFX trades under the symbol "LFX" on the Toronto
Stock Exchange.
LEXI DEVELOPMENT: North Bay Seeks to Pursue Foreclosure Suit
------------------------------------------------------------
Lexi North Bay LLC, asks the U.S. Bankruptcy Court to confirm that
the automatic stay imposed in the Chapter 11 case of Lexi
Development Company, Inc., is terminated and asks the Court to
direct the Debtor to abandon the property of the estate in personam
and in rem in order for the foreclosure proceeding to be
completed.
According to North Bay, since the Court has not issued an order
continuing stay, it is entitled to protect its interest over the
Subject Property as mandated under the unequivocal and
self-executing Section 326(e)(1) of the Bankruptcy Code which
provides that, "the stay may be automatically terminated with
respect to Movant by operation of law because more than thirty (30)
days have passed since Movant filed its Motion and because the
Court has not issued an order, upon notice and a hearing,
maintaining the stay."
North Bay relates that it has filed a Lift Stay Motion on Jan. 13,
2016, where it established its interest over the Subject Property
when one of the Debtor's prepetition lenders, Regions Bank,
assigned its Senior Loan to North Bay. Upon the Debtor's failure to
pay the Loan at maturity, North Bay filed a foreclosure proceeding
in the Eleventh Judicial Circuit in and for Miami Dade County,
Florida under Case No. 09-45018-CA-I0. North Bay asserts that it
holds a valid lien against the Subject Property.
The Debtor, in opposition to the Lift Stay Motion, argues that it
is simply yet another misguided effort of North Bay to forum shop
considering that the remaining main dispute in this case is already
set for trial before the Court, under Adversary Case No.
10-03582-AJC, for the determination of the propriety of default
interest, if any, is owed to North Bay. The Debtor says there has
been no dispute that the principal and note rate interest has been
paid in full after North Bay has been paid in an amount in excess
of $60,000,000 at the end of 2012.
According to the Debtor, North Bay may only be seeking some sort of
strategic advantage by initiating these flurry filings, since this
current relief sought is in addition to other very recent actions
taken by North Bay against the Debtor and its principals. The
Debtor further argues that modification of the automatic stay and
abandonment of any of the Debtor's property is not warranted in any
way specifically since all property of the estate is necessary in
order for the Debtor to reorganize and exit its Chapter 11
bankruptcy proceeding for the benefit of its estate and creditors.
Lexi Development Company, Inc. is represented by:
Peter D. Russin, Esq.
Joshua W. Dobin, Esq.
MELAND RUSSIN & BUDWICK, P.A.
3200 Southeast Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
Telephone: (305) 358-6363
Telecopy: (305) 358-1221
Email: prussin@melandrussin.com
jdobin@melandrussin.com
Lexi North Bay LLC is represented by:
Kenneth G.M. Mather, Esq.
Raymond V. Miller, Esq.
Michael B. Green, Esq.
GUNSTER, YOAKLEY & STEWART, P.A.
401 E. Jackson Street, Suite 2500
Tampa, FL 33602
Telephone: (813) 222-6630
Facsimile: (813) 228-6739
-- and --
600 Brickell Avenue, Suite 3500
Miami, FL 33131-1897
Telephone: (305) 376-6000
Facsimile: (305) 376-6010
E-mail: kmather@gunster.com
rmiller@gunster.com
mgreen@gunster.com
About Lexi Development
South Miami, Florida-based Lexi Development Company, Inc., owns and
is developing a 164 Unit, 19-story, mixed-use residential and
retail bay view condominium development at 1700 Kennedy Causeway,
North Bay Village, Florida, known as "The Lexi". It filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D. Fla.
Case No. 10-27573). Joshua W. Dobin, Esq., at Meland Russin &
Budwick, P.A., in Miami, Florida, serves as counsel. In its
schedules, the Debtor disclosed $22,601,336 in total assets and
$21,558,876 in total liabilities as of the Petition Date.
LEXI DEVELOPMENT: Plans Deferred Amid Trial on Default Interest
---------------------------------------------------------------
Debtor Lexi Development Company, Inc., and creditor Lexi North Bay,
LLC, have proposed competing Chapter 11 plans in the six-year-old
Chapter 11 case.
In March 2016, Judge A. Jay Cristol entered an order denying
approval of the disclosure statement explaining Lexi North's
proposed plan of liquidation and ordered the parties to submit
revised plan documents after the Court rules on an adversary
proceeding that will determine whether Lexi North will be entitled
to default interest of at least $5 million.
"Approval of the Disclosure Statement is DENIED, without
prejudice," Judge Cristol ruled.
"Within 30 days after the conclusion of the trial set to commence
on March 17, 2016 in adversary proceeding case no. 10-AP-3582-AJC,
any party may file a disclosure statement (or a revised disclosure
statement) and the Court will consider approval of each such
disclosure statement with the intent to proceed with the
confirmation process of the plans filed with each such approved
disclosure statement in tandem. The Court will consider and
resolve any issues occasioned by the potential for competing plans
by further order."
North Bay, which filed a secured claim asserting $16,012,468.53 due
plus interest, 25% default interest, fees and costs as of the
Petition Date, has filed a Chapter 11 plan that provides that the
Debtor's property will be transferred to Lexi North on the effectve
date of the Plan. It is not anticipated that any funds will be
available for distribution for unsecured claims although Lexi North
Bay may elect to pay some portion of the Allowed General Unsecured
Claims at the Closing. Holders of equity interests won't receive
anything. A copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/Lexi_Devt_279_LN_DS.pdf
The Debtor's Plan provides that in the event North Bay has an
Allowed Secured Claim, such Class 2 Claim shall be paid to North
Bay at note rate interest of 30-day LIBOR plus 275 basis points,
and will be paid the default rate interest, fees and costs as may
be determined by the Court in the Lien Adversary proceeding from
rental income and the net sales proceeds pursuant to priority and
after any senior liens are paid in full. It is anticipated that if
the Debtor and NBV prevail in the Lien Adversary Proceeding,
unsecured creditors will be paid a substantial dividend If North
Bay prevails in the Lien Adversary Proceeding, it is not
anticipated that any funds will be available for distribution to
unsecured creditors. Equity holders will retain their interests.
A copy of the Second Amended Disclosure Statement is available at
http://bankrupt.com/misc/Lexi_Devt_292_2nd_Am_DS.pdf
In Adversary Case No. 10-03582, the Debtor on September 10, 2010,
filed a complaint against Lexi North Bay LLC, and Great Florida
Bank, ("Lien Adversary Proceeding") to seek a seeking a
determination of the validity, priority, and extent of North Bay's
and GFB's conflicting asserted liens over the Property.
The Debtor has paid North Bay and its predecessor over $60,000,000
in principal plus note rate interest under a prepetition loan. The
last payment of principal and note rate interest was paid by the
Debtor at the end of 2012, and there is no dispute that the
principal and note rate interest has been paid in full to North
Bay. However, the main remaining dispute in this case regards the
propriety of North Bay's claim to prepetition default interest on
the loan ($5.5 Million) and GFB's crossclaim. These issues will be
resolved by the Lien Adversary Proceeding. All pending motions for
summary judgment were recently denied by the Bankruptcy Court, and
the parties were ordered to proceed to trial on March 17, 2016.
On Nov. 15, 2010, the Debtor filed its Disclosure Statement and
Plan of Reorganization. On Jan. 20, 2012, the Debtor filed its
Amended Disclosure Statement. The Debtor filed a Second Amended
Disclosure Statement on Feb. 22, 2016. Awaiting the results of the
Lien Adversary Proceeding has delayed confirmation.
Objections to LN Disclosures
In its objection, the Debtor said that North Bay's plan and
disclosure statement is unnecessary, deficient and patently
unconfirmable. "North Bay is attempting, through its plan and
disclosure statement, to influence the outcome of the Lien
Adversary Proceeding which will determine whether North Bay is
entitled to its claim of default interest – the sole remaining
dispute in this bankruptcy case."
NBV Loan Acquisition, LLC, also filed an objection noting that
notwithstanding the fact that the Court ordered the parties to
proceed to trial to determine the extent, validity and priority of
their competing claims (among other issues), the Disclosure
Statement assumes North Bay's claim is valid and superior in extent
and priority to NBV's claim. Further, according to NBV, the
Disclosure Statement erroneously represents that North Bay "holds
an Allowed Secured Claim against the Subject Property, the cash,
including cash collateral of the Estate, and all other assets
including the Lien Adversary Proceeding."
Attorneys for Debtor:
Peter D. Russin, Esq.
Joshua W. Dobin, Esq.
MELAND RUSSIN & BUDWICK, P.A.
3200 Southeast Financial Center
200 South Biscayne Boulevard
Miami, FL 33131
Telephone: (305) 358-6363
Telecopy: (305) 358-1221
E-mail: prussin@melandrussin.com
jdobin@melandrussin.com
Attorneys for NBV Loan Acquisition, LLC:
Paul D. Friedman, Esq.
Todd R. Friedman, Esq.
FRIEDMAN & FROST, P.L.
Sabadell Financial Center
1111 Brickell Avenue, Suite 2350
Miami, FL 33131
Telephone: 305.377.4100
Facsimile: 305.377.4103
E-mail: service@friedmanfrost.com
Paul@friedmanfrost.com
Todd@friedmanfrost.com
Lexi North's attorneys:
Kenneth G.M. Mather
GUNSTER, YOAKLEY & STEWART
401 E. Jackson St., Suite 2500
Tampa, FL 33602
Tel: (813) 222-6630
E-mail: kmather@gunster.com
About Lexi Development
South Miami, Florida-based Lexi Development Company, Inc., owns
and is developing a 164 Unit, 19-story, mixed-use residential and
retail bay view condominium development at 1700 Kennedy Causeway,
North Bay Village, Florida, known as "The Lexi".
Lexi Development filed for Chapter 11 bankruptcy protection on June
23, 2010 (Bankr. S.D. Fla. Case No. 10-27573).
In its schedules, the Debtor disclosed $22,601,336 in total assets
and $21,558,876 in total liabilities as of the Petition Date.
Joshua W. Dobin, Esq., at Meland Russin & Budwick, P.A., in Miami,
Florida, serves as counsel to the Debtor. The Debtor tapped Gary
L. Brown, Esquire, and the law firm of Eisinger, Brown, Lewis,
Frankel, Chaiet & Krut P.A. as special counsel. Moreover, the
Debtor hired Elliot B. Kula, W. Aaron Daniel and Kula & Associates,
P.A. to represent the Debtor regarding current and potential
appellate issues in the Bankruptcy Court, the District Court and
the Eleventh Circuit Court of Appeals.
* * *
The Sec. 341 meeting of creditors was held on July 23, 2010.
The United States Trustee docketed a notice of non-appointment of a
committee of unsecured creditors pursuant to 11 U.S.C Sec. 1102.
The Bankruptcy Court set a deadline requiring anyone holding or
asserting a claim against the Debtor to file a proof of claim on or
before Oct. 21, 2010.
The Debtor's exclusivity to file a Plan and Disclosure Statement
has expired.
LGA&M MANAGEMENT: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: LGA&M Management, LLC
3030 Edgewater
Sugar Land, TX 77478
Case No.: 16-31687
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Karen K. Brown
Debtor's Counsel: Gregg K. Saxe, Esq.
LAW OFFICE OF GREGG SAXE, P.C.
6666 Harwin Dr, Ste 600
Houston, TX 77036
Tel: 713-995-5733
Fax: 713-995-5122
E-mail: gsaxe@sbcglobal.net
Total Assets: $1.78 million
Total Liabilities: $1.12 million
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb16-31687.pdf
LKQ ITALIA: Moody's Assigns Ba2 Rating on EUR500MM Sr. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to LKQ Italia
Bondco S.p.A.'s EUR500 million senior unsecured notes due 2024. LKQ
Italia Bondco S.p.A. is an indirect wholly owned subsidiary of LKQ
Corporation ("LKQ"). The new notes are expected to be guaranteed
by LKQ Corporation and each of its 100% owned domestic subsidiaries
that guarantee the company's existing senior secured credit
facilities as well as certain other foreign subsidiaries that are
subsidiaries of Rhiag-Inter Auto Parts Italia S.p.A. (Rhiag), the
Italian-based entity LKQ bought in March of this year. Moody's
affirmed all of LKQ's existing ratings including its Ba1 Corporate
Family Rating ("CFR"), Ba1-PD Probability of Default Rating and Ba2
rating on its 4.75% $600 million senior notes due 2023. The
ratings outlook is negative.
The outlook remains negative primarily due to the currently
elevated financial leverage pro forma for the acquisition of Rhiag
and the pending acquisition of Pittsburgh Glass Works (PGW).
However, Moody's anticipates in the ratings that the company will
use a portion of anticipated free cash flow to repay
acquisition-related borrowings under its revolver.
As the company had previously indicated, the proposed notes are
being issued to term out a portion of the revolver borrowings used
to fund its recent acquisitions. As a result, the proposed
transaction is leverage neutral. Net proceeds from the proposed
offering are expected to be used to repay approximately $542
million of revolver borrowings and pay related fees and expenses.
The proposed notes are in a slightly better credit position than
LKQ's existing senior unsecured notes because they have a
structurally senior claim on certain Italian assets and operations.
However, Moody's does not believe such assets are material enough
to warrant a higher rating than the existing 2023 notes.
Moody's has taken these rating actions:
Ratings assigned:
LKQ Italia Bondco S.p.A.
Backed Senior Unsecured Notes due 2024, at Ba2 (LGD-5)
Outlook, Negative
Ratings affirmed:
LKQ Corporation
Corporate Family Rating, at Ba1;
Probability of Default Rating, at Ba1-PD;
Existing $600 million senior unsecured notes due 2023, at Ba2
(LGD5)
Speculative Grade Liquidity Rating, at SGL-2
Outlook, Negative
Moody's does not rate LKQ's $3.2 billion senior secured bank credit
facility.
RATINGS RATIONALE
LKQ's Ba1 CFR was affirmed primarily because it incorporates the
company's demonstrated ability to globally grow its presence in the
market for non-OEM aftermarket collision replacement parts while
maintaining credit metrics consistent with the rating. Over the
past several years LKQ has grown through both acquisitions and
organically. These acquisitions have expanded the company's market
share and its global reach. Its acquisition strategy has expanded
product offerings to the automotive aftermarket specialty and
mechanical replacement parts markets. Management has completed
other vertical acquisitions in order to support the company's
competitive position as well as undertaken other profitability
initiatives and streamlining of operations to improve margins.
However, the margin profile of some of the target businesses are
lower than that of LKQ's traditional businesses.
Pro forma for the acquisition of Rhiag and pending acquisition of
Pittsburgh Glass Works, financial leverage metrics would be
elevated for the rating category with debt/EBITDA increasing by
roughly one turn to 3.3 times from 2.3 times. Moody's anticipates
that the company will not enter into another meaningfully-sized
acquisition before substantially restoring its credit metrics to
pre-acquisition levels, including using part of its healthy free
cash flow generation to repay acquisition-related debt.
Revenue scale, geographic breadth and market presence should
counterbalance some of the near-term revenue growth headwinds
presented by a weaker Euro and low steel prices. Moody's also
anticipates that LKQ will maintain a good liquidity profile
characterized by consistent free cash flow generation and revolver
availability, as a buffer against the business challenges.
The negative outlook incorporates the higher financial risk from
plans to fund the PGW and Rhiag acquisitions with debt, and the
relatively short time between the Rhiag and PGW acquisitions. The
negative outlook also reflects Moody's concern that a continued
broadening of product offerings exposes the company to areas where
their competitive position is weaker and margins are lower.
The absence of another sizable debt financed acquisition while the
company integrates Rhiag and PGW while using free cash flow
generation to reduce debt levels could lead to a stabilization of
the ratings outlook.
Although unlikely over the near-term, ratings could be upgraded if
LKQ were to meaningfully reduce absolute debt levels subsequent to
the closing of the PGW and Rhiag acquisitions while reducing the
pace of acquisition activity to enable time for acquisition
integration. In addition, Moody's belief that LKQ's pace of growth
through acquisitions has abated away from larger market expansion
transactions toward bolt-on level transactions to fill-out the
company's regional exposure and product offerings could also lead
to upward ratings momentum. In addition to the above,
consideration for a higher rating could result from debt/EBITDA
being maintained at approximately 2.0x and retained cash flow/net
debt of about 35% while maintaining a good liquidity profile.
Factors that could lead to a downgrade of the ratings include
complications in the integration of acquisitions or additional debt
financed acquisitions which increase leverage. Debt/EBITDA
approaching 3.5x, retained cash flow/net debt approaching 15%,
EBITA/interest coverage below 4x, or a significant deterioration in
liquidity could cause downward ratings pressure.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013.
LKQ Corporation, headquartered in Chicago, Illinois, is a leading
provider of alternative and specialty parts to repair and
accessorize automobiles and other vehicles. LKQ has operations in
North America, the United Kingdom, the Netherlands, Belgium,
France, Australia and Taiwan. The company offers its customers a
broad range of replacement systems, components, equipment and parts
to repair and accessorize automobiles, trucks, and recreational and
performance vehicles. Revenues for the fiscal year ended Dec. 31,
2015 totaled approximately $7.2 billion. LKQ acquired Rhiag, an
Italian-based aftermarket parts distributor and is in the process
of acquiring PGW, a U.S.-based manufacturer, supplier and
distributor of automotive glass products. Pro forma for these two
acquisitions, annual revenues total $9.2 billion.
LUCKY SOIL: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Lucky Soil Investment
aka Lucky Soil LLC
7171 Harwin Drive
Houston, TX 77036
Case No.: 16-31756
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Debtor's Counsel: John Robert Brown, Jr, Esq.
GAMAL DANG & ASSOCIATES
9600 Bellaire, Ste 212
Houston, TX 77036
Tel: 713-995-6300
E-mail: robertbrown@gamaldang.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Cathy Nguyen, managing director.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb16-31756.pdf
MAGNUM HUNTER: Employs Deloitte to Provide Tax Services
-------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has authorized Magnum Hunter
Resources Corporation, et al., to employ Deloitte Tax LLP as their
tax services provider nunc pro tunc to Dec. 22, 2015.
Deloitte Tax will, among other things:
a) assist the Debtors under the Prepetition Sales and Use Tax
Work Order and provide a sales and use tax refund study to identify
potential sales and use tax overpayments and prepare vendor or
taxing jurisdiction refund requests, as necessary.
b) assist the Debtors in performing certain federal, state, or
local tax services related to the continuing operation of the
Debtors' businesses under the Miscellaneous Tax Services Engagement
Letter.
c) perform Services pursuant to the Tax Compliance Engagement
Letter, including:
-- assist the Debtors with the preparation and electronic filing
of certain specified 2015 federal and state tax returns of the
Debtors;
-- in connection with preparing the Tax Returns, assist the
Debtors in calculating the amounts of related extension payments
and preparing the extension requests; and
-- to the extent the Internal Revenue Service and/or certain
states requires the Debtors to disclose their participation in
certain reportable transactions, assist the Debtors with the
assessment of such rules and requirements and, if necessary, the
preparation and filing of any required reportable transaction
disclosure forms with the IRS and the applicable state agency.
d) perform Services pursuant to the Tax Advisory Engagement
Letter, including:
-- advise the Debtors on the cash tax effects of restructuring
and bankruptcy and the post-restructuring tax profile, including
plan of reorganization tax costs. This will include gaining an
understanding of the Debtors' financial advisors' valuation model
and disclosure model to consider the tax assumptions contained
therein;
-- advise the Debtors regarding the restructuring and bankruptcy
emergence process from a tax perspective, including a tax work
plan;
-- advise the Debtors on the cancellation of debt income for tax
purposes under Internal Revenue Code Section 108.
Pursuant to the Prepetition Sales and Use Tax Work Order, Deloitte
Tax's professional fees are a tiered contingent fee as follows: 30%
of any Benefits6 received by the Debtors, up to $1,500,000, and 25%
of any Benefits exceeding $1,500,000. This fee is billed upon the
receipt or realization of any portion of the Benefits by the
Debtors. To the extent that refunds of $1,500,000 or more are
identified, the training sessions included as part of the Refund
Request Filing Phase (as such term is defined in the Prepetition
Tax Work Order Engagement Letter), will be included in the project
at no additional cost. If the refunds are less than $1,500,000 of
Benefits, the sessions will be presented at a cost of 55% of
Deloitte Tax's standard hourly rates required to prepare and
present the training.
For Services rendered pursuant to the terms of the Tax Advisory
Engagement Letter and the Miscellaneous Tax Services Engagement
Letter, other than for Services that are the subject of a separate
engagement letter with a different fee arrangement or a work order,
Deloitte Tax will bill at the following hourly rates:
Personnel Classification Applicable Hourly Rates
------------------------ -----------------------
National Specialist/Partner $800
Partner/Principal/Director $730
Senior Manager $640
Manager $540
Senior $425
Staff $295
Deloitte Tax's professional fees earned pursuant to the terms of
the Tax Compliance Engagement Letter will be at a fixed amount of
$350,000. Subject to the approval of the Court, Deloitte Tax will
bill the fees for these services according to the billing schedule
referenced in the Tax Compliance Engagement Letter, whereby each of
the four scheduled bills will be in the amount of $87,500. In
addition to the fixed fee of $350,000, for any out-of-scope tax
compliance activities performed by Deloitte Tax, Deloitte Tax will
bill the Debtors based on the amount of professional time required
at the agreed-upon hourly rates.
Personnel Classification Applicable Hourly Rates
------------------------ -----------------------
Partner/Director $690
Senior Manager $610
Manager $525
Senior Staff $435
Staff $345
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.
The Debtor disclosed total assets of $1,592,735,153 plus an
undetermined amount and total liabilities of $1,099,500,655 plus an
undetermined amount.
MAGNUM HUNTER: Time to Remove Actions Extended to July 12
---------------------------------------------------------
The Hon. Kevin Gross has extended the time within which Magnum
Hunter Resources Corporation may remove actions by an additional
120 days, or up to July 12, 2016.
In seeking the extension, the Debtors said they need more time to
analyze actions, wells as any proofs of claim to determine whether
they will seek to remove any actions. The Debtors are involved in
actions in a number of jurisdictions, including West Virginia, Ohio
and Kentucky. The actions involve a variety of types of cases,
including tort and contract disputes.
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.
The Debtor disclosed total assets of $1,592,735,153 plus an
undetermined amount and total liabilities of $1,099,500,655 plus an
undetermined amount.
MARK TECHNOLOGIES: Taps Turoci Firm as General Bankruptcy Counsel
-----------------------------------------------------------------
Mark Technologies Corporation seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
The Turoci Firm as its general bankruptcy counsel, nunc pro tunc to
the Petition Date.
The Firm will, among other things:
(a) represent the Debtor at its Initial Debtor Interview;
(b) advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
(c) advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor in regards
to their assets and with respect to the claims of
creditors; and
(d) represent or assist the Debtor and other professionals in
any proceedings or hearings in the Bankruptcy Court and in
any action in any other court where the Debtor's rights
under the Bankruptcy Code be litigated or affected.
The Firm received a retainer payment of $25,000 from the Debtor
prior to the bankruptcy filing, inclusive of the $1,717 filing fee.
The Firm deducted the sum of $1,687 and the $1,717 filing fee from
the retainer, and has on deposit in its attorney-client trust
account the balance of $21,595 as an advance against legal fees and
costs for postpetition services to be rendered and costs incurred.
Pursuant to the Debtor's initial retainer agreement, the Debtor
agreed to pay for services as they were performed, subject to court
approval. The Firm will also be paid for its out-of-pocket
expenses. The Firm's current rates are:
Attorney Hourly Rate
-------- -----------
Todd Turoci $500
Michael Ortiz $250
Law Clerks/
Paralegal Hourly Rate
--------- -----------
Mary Atalla $175
Daisy Diaz $175
Laura Lebron $175
Dana Cormey $175
Todd Turoci, Esq., a member of the Firm, assures the Court that the
Firm is a "disinterested person," within the meaning of Section
101(14) of the Bankruptcy Code.
The Firm can be reached at:
Todd Turoci, Esq.
Michael Ortiz, Esq.
THE TUROCI FIRM
3845 10th St.
Riverside CA 92501
Telephone: (951) 784-1678
Facsimile: (866) 762-0618
E-mail: mail@theturocifirm.com
About Mark Technologies
Mark Technologies Corporation filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 16-12192) on March 11, 2016.
The petition was signed by Mark G. Jones, as president.
MTC's principal businesses are real property and alternative energy
development. MTC is a wholly-owned subsidiary of METC, Inc., a
California corporation, whose controlling shareholder and member of
the Board of Directors is Mark G. Jones, who is also the President
of MTC.
The Turoci Firm represents the Debtor as its general bankruptcy
counsel. The Hon. Wayne E. Johnson has been assigned the case.
MARVELL TECHNOLOGY: Gets Nasdaq Delisting Notice on Delayed Filing
------------------------------------------------------------------
Marvell Technology Group Ltd. on April 4 disclosed that, as a
result of its delayed filing of its Form 10-K for fiscal 2016, as
disclosed in the Form 12b-25 filed on March 31, 2016, Marvell
received notice from the Listing Qualifications Staff of The Nasdaq
Stock Market LLC ("Nasdaq") that this matter serves as an
additional basis for delisting Marvell's securities from the Nasdaq
Stock Market, which will be considered at Marvell's upcoming
hearing before the Nasdaq Hearings Panel (the "Panel"). Marvell is
scheduled for a hearing before the Panel on April 14, 2016. The
Panel granted Marvell's request for the Company's shares to remain
trading on Nasdaq pending the hearing and a final determination
following the hearing.
About Marvell
Marvell (NASDAQ: MRVL) -- http://www.Marvell.com-- is a global
provider of complete silicon solutions and Kinoma software enabling
the "Smart Life and Smart Lifestyle." From storage to Internet of
Things (IoT), cloud infrastructure, digital entertainment and
in-home content delivery, Marvell's diverse product portfolio
aligns complete platform designs with industry-leading performance,
security, reliability and efficiency.
MID-STATES SUPPLY: Court Approves Winter Harbor as Fin'l Advisor
----------------------------------------------------------------
The Hon. Cynthia A. Norton of the U.S. Bankruptcy Court for the
Western District of Missouri entered a final order authorizing
Mid-States Supply Company, Inc., to:
(i) employ Winter Harbor LLC to provide restructuring-
management and advisory services; and
(ii) the firm's Stuart Noyes as chief restructuring officer.
Mid-States Supply requires Winter Harbor to:
a. prepare analyses and data required under Debtor's financing
documents;
b. in conjunction with Debtor's management, manage Debtor's
cash, prepare ongoing forecasting of the cash flows and
operations, and monitor and analyze operational and
financial condition;
c. oversee the development of a business restructuring plan
and potential sale of assets;
d. manage Debtor's negotiations with their creditor
constituencies, including negotiations relating to Debtor's
restructuring; and
e. provide such other services as necessary.
Winter Harbor will be paid at an hourly rate as follows:
Managing Director $495
Director $395
Manager $295
Clerical/Administrative $75
Winter Harbor will also be paid as follows: Stuart Noyes
($495/hour), one Winter Harbor professional as Additional Personnel
($395/hour), and one or more Winter Harbor professionals as
Additional Personnel ($295/hour).
Winter Harbor will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Within the 90 days preceding the bankruptcy filing date, the firm
was paid $1,041,444 by the Debtor.
Stuart Noyes, managing partner of Winter Harbor LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Court Order provides that Mid-States Supply is authorized to
engage Winter Harbor and Mr. Noyes as follows:
a. Winter Harbor, its affiliates and Mr. Noyes will not act in
any other capacity (for example, and without limitation, as
a financial advisor, claims agent/claims administrator, or
investor/acquirer) in connection with the case.
b. in the event Debtor seeks to have Winter Harbor personnel
or Mr. Noyes assume executive officer positions that are
different than the position(s) disclosed in the motion, or
to materially change the terms of the engagement by either
(i) modifying the functions of personnel, (ii) adding new
personnel, or (iii) altering or expanding the scope of the
engagement, a motion to modify the retention will be filed.
c. Winter Harbor and Mr. Noyes will file with the Court, with
copies to the U.S. Trustee and all official committees, a
report of staffing on the engagement for the previous
month. Such report will include the names and functions
filled of the individuals assigned. All staffing will be
subject to review by the Court in the event an objection is
filed.
d. No principal, employee or independent contractor of Winter
Harbor and its affiliates (including Mr. Noyes) shall serve
as a director of Debtor during the pendency of the
captioned case.
e. Winter Harbor and Mr. Noyes shall file with the Court, and
provide notice to the UST and all official committees,
reports of compensation earned and expenses incurred on a
monthly basis. Such reports shall contain summary charts
which describe the services provided, identify the
compensation earned by each executive officer and staff
employee provided, and itemize the expenses incurred. Time
records shall (i) be appended to the reports, (ii) contain
detailed time entries describing the task(s) performed, and
(iii) be organized by project category. Where personnel are
providing services at an hourly rate, the time entries
shall identify the time spent completing each task in 0.5
hour increments and the corresponding charge (time
multiplied by hourly rate) for each task; where personnel
are providing services at a "flat" rate, the time entries
shall be kept in hourly increments. All compensation and
expenses shall be subject to review by the Court in the
event an objection is filed.
f. Success fees, transaction fees, or other back-end fees
shall be approved by the Court at the conclusion of the
case on a reasonable standard and are not being pre-
approved by entry of this Order. No success fee,
transaction fee or back-end fee shall be sought upon
conversion of the case, dismissal of the case for cause, or
appointment of a trustee.
g. Debtor is permitted to indemnify those persons serving as
executive officers, including but not limited to Mr. Noyes,
who is serving as Debtor's Chie Restructuring Officer (as
appointed by Debtor's board of directors), on the same
terms as provided to Debtor's other officers and directors
under the corporate bylaws and applicable state law, along
with insurance coverage under Debtor's D&O policy.
h. No indemnification of Winter Harbor or its affiliates.
i. for a period of three years after the conclusion of the
engagement, neither Winter Harbor, any of its affiliates,
nor Mr. Noyes shall make any investments in Debtor.
j. Winter Harbor and Mr. Noyes shall disclose any and all
facts that may have a bearing on whether the firm its
affiliates, and/or any individuals working on the
engagement hold or represent any interest adverse to
Debtor, its creditors, or other parties in interest. The
obligation to disclose identified in this subparagraph is a
continuing obligation.
Winter Harbor can be reached at:
Stuart Noyes
WINTER HARBOR LLC
265 Franklin Street, 10th Floor
Boston, MA 02110
Tel: (617) 275-5411
E-mail: info@winterharborco.com
About Mid-States Supply
Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016. The petition was signed by Stuart Noyes
as chief restructuring officer.
The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million. The Debtor has engaged Spencer Fane
LLP as counsel, Winter Harbor LLC as financial advisor, SSG
Advisors, LLC and Frontier Investment Banc Corporation as
investment bankers, Tarsus CFO Services, LLC as chief financial
officer services provider and Epiq Bankruptcy Solutions, LLC as
claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the case and is represented by Marcus A. Helt, Esq., and Michael S.
Haynes, Esq., at Gardere Wynne Sewell LLP.
MIDLAND PROPERTIES: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Midland Properties II, LLC
P.O. Box 45121
Omaha, NE 68145
Case No.: 16-80487
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
District of Nebraska (Omaha Office)
Debtor's Counsel: David Grant Hicks, Esq.
POLLAK, HICKS, & ALHEJAJ, P.C.
Burt Street Professional Building
11717 Burt Street, Suite 106
Omaha, NE 68154
Tel: (402) 345-1717
E-mail: dhicks@bankruptcynebraska.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jerry J. Morgan, Sr., agent/managing
member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/neb16-80487.pdf
MIDSTATES PETROLEUM: S&P Lowers CCR to 'D' on Missed Payment
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Midstates Petroleum Co. Inc. to 'D' from 'CCC-'.
At the same time, S&P lowered its issue-level rating on the
company's second-lien debt to 'D' from 'CCC'. The recovery rating
is '2', indicating S&P's expectation of substantial (70% to 90%,
lower half of the range) recovery in the event of a payment
default. S&P also lowered its issue-level ratings on the company's
third-lien and senior unsecured debt to 'D' from 'C'. The recovery
rating is '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.
The 'D' rating reflects Midstates Petroleum's announcement that it
has elected not to make the interest payment on its 10.75% senior
notes due 2020, and S&P's belief that the company will not make
this payment before the 30-day grace period ends. S&P believes the
company will likely reorganize under Chapter 11.
MIRION TECHNOLOGIES: Moody's Affirms B2 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Mirion
Technologies (HoldingRep), Ltd. including the B2 Corporate Family
Rating and the B2-PD Probability of Default Rating. At the same
time, Moody's affirmed Mirion Technologies, Inc.'s
(successor-in-interest to Heisenberg MergerSub, Inc.) B1 rating on
the first-lien credit facility - term loan and revolving facility -
and the Caa1 rating on the second-lien term loan. This rating
action follows Mirion's announcement to acquire Canberra
Industries, Inc. and Canberra France SAS (collectively, Canberra)
and to upsize its first-lien and second-lien term loans to help
fund the purchase. The rating outlook is stable.
The affirmation reflects Moody's expectation that despite the
elevated pro forma leverage, Mirion with the addition of Canberra
will continue to solidify its leading position within the nuclear
measurement sector. The addition of Canberra broadens Mirion's
portfolio of products and end markets -- boosts the combined
company's presence in higher-growth markets such as fuel cycle,
decontamination & decommissioning (D&D) and labs and research --
and expands the geographic footprint. In addition, the
complementary businesses should provide meaningful cost and revenue
synergies over the near-to-intermediate term. The affirmation also
anticipates that Mirion will generate improved free cash flow over
the next 12-18 months after demonstrating high seasonality of cash
flows over the past four-plus years.
Moody's took these rating actions on Mirion Technologies
(HoldingRep), Ltd.:
-- Corporate Family Rating affirmed at B2
-- Probability of Default affirmed at B2-PD
-- Outlook is stable
Moody's took these rating actions on Heisenberg MergerSub, Inc.:
-- Senior Secured First-Lien Revolving Credit Facility affirmed
at B1 (LGD3)
-- Senior Secured First-Lien Term Loan affirmed at B1 (LGD3)
-- Senior Secured Second-Lien Term Loan affirmed at Caa1 (LGD6)
-- Outlook is stable
RATINGS RATIONALE
Mirion's B2 CFR considers the company's high leverage following the
acquisition of Canberra, the company's significant seasonality with
a large percentage of annual revenues generated in the fourth
quarter and uneven free cash flow generation in recent years.
Additionally, the rating reflects Mirion's small scale due to its
niche product focus and high reliance on the low-volume nuclear
power end market which brings with it a level of uncertainty,
especially D&D projects that are prone to inaction and delays. The
rating benefits from the company's leading position in a
specialized market within the highly regulated nuclear industry
that help create significant barriers to entry, sizable recurring
revenue stream and good geographic diversity as combined non-US
revenues account for over 60% of total revenues. Moody's notes
that nuclear development is considerably stronger outside of North
America, particularly in Asia led by robust growth in China.
The stable outlook reflects Mirion's niche, leading market position
with a specialized focus enhanced by a high percentage of recurring
revenues that provide good top-line visibility. Positive end
market fundamentals, a strong competitive position and an
attractive free cash flow profile characterized by limited working
capital and capital expenditure requirements provide further
support. Leverage is expected to decline relatively quickly over
the next 12-18 months driven by earnings expansion stemming from
meaningful cost and revenue synergies from the Canberra
acquisition.
Strong growth in the non-nuclear end markets, sizable D&D project
revenues and materially positive and consistent free cash flow
generation could result in upward ratings momentum.
Quantitatively, debt-to-EBITDA trending towards 4.5x and free cash
flow-to-debt in the mid-single digit range on a sustainable basis
would be viewed favorably.
Ratings could be downgraded if debt-to-EBITDA remains near the
acquisition pro forma level or if EBIT-to-interest coverage was
expected to fall below 1.5x. Downward pressure would also develop
if Mirion's recurring revenue stream were to meaningfully decrease
or if free cash flow weakened materially, leading to an erosion in
the already modest liquidity position. Additionally, a debt-funded
transaction (acquisition or dividend) in the near-to-intermediate
term, as Canberra is being integrated financially and
operationally, could also result in a ratings downgrade.
Mirion Technologies (HoldingRep), Ltd. provides radiation
detection, measurement, analysis and monitoring products and
services to the nuclear, home security & defense and medical end
markets. Key products and services include: dosimeters,
contamination & clearance monitors, detection & identification
instruments and radiation monitoring systems. Mirion is owned by
Charterhouse Capital Partners LLC after it purchased the company
from American Capital, Ltd. in early 2015. Mirion reported
revenues of nearly $250 million for the latest twelve months ended
Sept. 30, 2015.
Canberra Industries, Inc. and Canberra France SAS, US and French
subsidiaries of the Areva Group (France), provide nuclear
measurement solutions for nuclear safety and security
applications.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
MKS INSTRUMENTS: Moody's Gives Ba2 CFR & Ba2 Rating on $800MM Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and Ba2-PD Probability of Default Rating to MKS Instruments, Inc.
Concurrently, Moody's assigned a Ba2 rating to the company's
proposed $800 million secured term loan B and assigned a
Speculative Grade Liquidity ("SGL") rating of SGL-1. The proceeds
of the new debt financing will be used principally to fund the
pending acquisition of Newport Corporation ("Newport"), a leading
provider of photonics solutions, for approximately $980 million
(including fees). The ratings assume that the Newport acquisition
will be completed in a timely manner. The ratings outlook is
stable.
Moody's assigned these ratings to MKS Instruments, Inc. ("MKSI"):
Corporate Family Rating- Ba2
Probability of Default Rating- Ba2-PD
Senior Secured Term Loan B due 2023 -- Ba2 (LGD4)
Speculative Grade Liquidity Rating -- SGL-1
Outlook is Stable
RATINGS RATIONALE
The Ba2 CFR reflects MKSI's leveraged capital structure with 2015
pro forma debt to EBITDA (Moody's adjusted for pensions and
operating leases) approximating 3x as well as concentration risk
with nearly half of the combined entity's business focused on
products targeting the semiconductor capital equipment market and
two large customers accounting for about 20% of pro forma sales.
The ratings are also constrained by integration risk relating to
the sizable Newport acquisition and significant exposure to
cyclical end markets which leave the company susceptible to
economic downturns. The ratings are supported by MKSI's strong
market positions as a global supplier of components and subsystems
that power and control critical parameters of semiconductor and
other advanced manufacturing processes and the company's
longstanding strategic relationships with an established customer
base. The ratings are also supported by a meaningful equity
cushion as well as healthy cash flow generation prospects and very
good liquidity.
Moody's expects pro forma free cash flow of approximately $120
million in 2016 . The company's healthy profitability margins and
modest capital expenditures should support free cash flow to debt
of nearly 15% in 2016. Solid free cash flow, coupled with
approximately $475 million in pro forma cash on the company's
balance sheet and an undrawn $50 million asset based revolving
credit facility, support a very good liquidity position and the
SGL-1 rating. The term loan is not subject to any financial
maintenance covenants, but features a debt incurrence test of 2.5x
leverage. The company's revolving credit facility, which is
unrated, will have a springing covenant that is not expected to be
in effect over the next 12-18 months as excess availability should
remain above minimum levels.
The stable ratings outlook reflects Moody's projection for a modest
decrease in pro forma annual revenue and adjusted EBITDA in 2016.
These muted near term operating expectations principally reflect
softening demand conditions and modest pricing pressure in MKSI's
core semiconductor capital equipment market. Moody's expects
revenue to improve moderately in 2017 alongside a recovery in end
market demand while operating leverage and the realization of
acquisition-related cost synergies drive margin expansion with
Debt/EBITDA falling to the high 2x level.
What Could Change the Rating - Up
The ratings could be upgraded if MKSI reduces debt leverage below
2x, meaningfully expands its revenue base, diversifies its customer
and end market exposure, and adheres to disciplined financial
policies.
What Could Change the Rating - Down
The ratings could be lowered if revenue contracts materially from
current levels, MKSI adopts more aggressive financial policies, or
the company fails to delever to below 3.0x over the next 18
months.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
MKS Instruments, Inc. is global supplier of components and
subsystems that power and control critical parameters of
semiconductor and other advanced manufacturing processes. The
company also offers repair services, conversions, upgrades, and
refurbishments to its customers through a network of service
support centers. MKSI is in the process of acquiring Newport
Corporation ("Newport"), a leading provider of photonics solutions.
MKS INSTRUMENTS: S&P Assigns 'BB' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
corporate credit rating to Andover, Mass.-based MKS Instruments
Inc. The outlook is stable.
At the same time, S&P assigned a 'BB' issue-level rating and '3'
recovery rating to the company's proposed $800 million senior
secured term loan due 2023. The '3' recovery rating on the term
loan indicates S&P's expectation for meaningful (50% to 70%; lower
end of the range) recovery of principal in the event of payment
default.
"The corporate credit rating on MKS Instruments reflects our view
of the company's operations in the highly volatile semiconductor
equipment manufacturing industry and its significant customer
concentration," said Standard & Poor's credit analyst Minesh
Shilotri.
Its good position as a supplier to the largest semiconductor
equipment manufacturers, improved product and end-market
diversification due to the Newport acquisition, and good
discretionary cash flow generation partly offset these factors.
The stable outlook incorporates S&P's view that MKS Industries will
deliver operating performance that is consistent with the
semiconductor equipment manufacturing industry, and continue to
generate discretionary cash flow (free cash flow less dividends) of
greater than $90 million annually.
MOBIVITY HOLDINGS: Reports $6.13 Million Net Loss for 2015
----------------------------------------------------------
Mobivity Holdings Corp. filed with the Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$6.13 million on $4.61 million of revenues for the year ended
Dec. 31, 2015, compared to a net loss of $10.44 million on $4
million of revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Mobivity had $5.93 million in total assets,
$1.05 million in total liabilities and $4.87 million in total
stockholders' equity.
As of Dec. 31, 2015, the Company had current assets of $1,465,830,
including $634,129 in cash, and current liabilities of $1,059,446,
resulting in working capital of $406,384. Since Dec. 31, 2015, the
Company has entered into a Working Capital Line of Credit Facility
with Silicon Valley Bank to provide up to $2 million to finance our
general working capital needs. In addition, the Company's working
capital has increased as a result of our gross receipts from our
private placement of approximately $2 million of securities in
March 2016, partially offset by continuing losses from operations.
The Company believes that as of the date of this report, it has
working capital on hand that is adequate to support our working
capital for at least the next 12 months.
"However, there can be no assurance that we will not require
additional capital within the next 12 months. If we require
additional capital, we will seek to obtain this through the sale of
our securities and, if available, bank lines of credit. However,
there can be no assurance we will be able to obtain access to
capital as and when needed and, if so, the terms of any available
financing may not be subject to commercially reasonable terms."
A full-text copy of the Form 10-K is available for free at:
http://is.gd/u6qjjg
About Mobivity Holdings
Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008. On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger. Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company. In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.
MORRIS BROWN: Invest Atlanta Fails in Bid to Dismiss CAU Suit
-------------------------------------------------------------
The Supreme Court of Georgia granted Atlanta Development Authority
d/b/a Invest Atlanta an interlocutory appeal of the superior
court's denial of its motion to dismiss Clark Atlanta University,
Inc.'s complaint for declaratory judgment, which sought a
declaration regarding CAU's rights to three adjoining parcels of
real property in southwest Atlanta that it donated to Morris Brown
College in 1940.
In a Decision dated March 7, 2016, which is available at
http://is.gd/bGgtrYfrom Leagle.com, the Supreme Court of Georgia
affirmed the judgment of the superior court.
The case is ATLANTA DEVELOPMENT AUTHORITY, d/b/a INVEST ATLANTA, v.
CLARK ATLANTA UNIVERSITY, INC., S15A1684 (Ga.).
About Morris Brown College
Morris Brown College, a black college founded in 1881, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
12-71188) on Aug. 25, 2012, in Atlanta to stop foreclosure on a
$13 million mortgage.
Morris Brown was denied accreditation from the Commission on
Colleges of the Southern Association of Colleges and Schools in
December 2002. Without its accreditation, Morris Brown College
didn't qualify for federal funding.
The Debtor estimated assets and liabilities of $10 million to
$50 million as of the Chapter 11 filing.
Morris Brown filed applications to employ Dilworth Paxson LLP as
lead counsel; The Moore Law Group, LLC, as local counsel; and BDO
USA, LLP, as auditors.
MOUNTAIN PROVINCE: Incurs C$43.2 Million Net Loss in 2015
---------------------------------------------------------
Mountain Province Diamonds Inc. filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of C$43.16 million for the year ended Dec. 31, 2015, compared
to a net loss of C$4.39 million for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Mountain Province had C$583 million in total
assets, C$274 million in total liabilities and C$309 million in
total shareholders' equity.
The Company said it has arranged a Loan Facility of US$370 million
and during the year ended December 31, 2015, issued common shares
by way of a rights offering for gross proceeds of $95 million. The
Company believes that the Loan Facility of US$370 million together
with $95 million raised by way of a rights offering should be
sufficient to fund its proportionate share of the development of
the Gahcho Kue diamond mine and does not expect to seek additional
equity financing, however if the Company is required to seek
additional equity financing, the issuance of additional shares will
dilute the interests of the Company's current shareholders. The
amount of the dilution would depend on the number of new shares
issued and the price at which they are issued. The Company has
raised funds in recent years through share, option and warrant
issuances. As of December 31, 2015, the Company had cash and
short-term investments of approximately $9.1 million and working
capital deficiency of approximately $32.4 million.
"Until the Company is generating positive cash flow from its
investment in the Gahcho Kue diamond mine any exploration on any
other properties acquired will require additional funding and the
Company will need to investigate sources of additional liquidity to
increase the cash balances required in the future. These
additional sources include, but are not limited to, share
offerings, private placements, rights offerings, credit and debt
facilities, as well as the exercise of outstanding options. There
can be no assurance that the Company will be able to raise
additional funds as needed, or that funds raised, if any, would be
on terms and conditions acceptable to the Company. The Company's
annual cash administrative operating costs, excluding the costs
directly associated with the Gahcho Kue Project, are approximately
$4.3 million."
Until the Arrangement with Glenmore, all of the Company's assets
are and have been located in Canada. Since the Arrangement, the
Company has not generated any revenue from operations. Pursuant to
the Arrangement, the assets of Glenmore, were acquired by Mountain
Glen, and are now held by the Company, having been distributed to
the Company on the winding up of Mountain Glen.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/nDOe4M
About Mountain Province Diamonds
Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada. The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.
KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's ability to continue
operations is dependent upon its ability to obtain sufficient
financing to fund its operations and development costs.
NAS HOLDINGS: Bankruptcy Administrator to Form Committee
--------------------------------------------------------
William Miller, U. S. bankruptcy administrator, on April 4 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 NAS Holdings, Inc.
Unsecured creditors willing to serve on the committee are required
to file a response within 10 days from April 4.
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 NAS Holdings
NAS Holdings, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C., Case No. 16-50346) on April 1,
2016. The petition was signed by Neeket Vadgama, vice president.
The Debtor is represented by Kenneth Love, Esq., at Love and
Dillenbeck Law, PLLC. The case is assigned to Judge Catharine R.
Aron.
The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.
NATROL INC: Has Until April 29 to Remove Causes of Action
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until April 29, 2016, the period by which Leaf123, Inc., formerly
known as Natrol, Inc., et al., to file notices of removal of claims
and causes of action related to the Debtors' Chapter 11
proceedings
Counsel to the Reorganized Debtors submitted a certification of no
objection to the Debtors' fifth motion extension of the Debtors'
time to remove actions.
The Debtors are represented by:
Michael R. Nestor, Esq.
Maris J. Kandestin, Esq.
Laurel D. Roglen, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
About Natrol, Inc.
Headquartered in Chatsworth, Calif., Natrol, Inc. sold herbs and
botanicals, multivitamins, specialty and sports nutrition
supplements made to support health and wellness throughout all ages
and stages of life. Natrol, Inc., was a wholly owned subsidiary of
Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO).
Natrol, Inc., and its six affiliates sought bankruptcy protection
(Bankr. D. Del. Case No. 14-11446) on June 11, 2014. The case is
assigned to Judge Brendan Linehan Shannon. The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware. The Debtors' Claims and Noticing Agent is
Epiq Systems INC.
The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.
The Official Committee of Unsecured Creditors tapped Otterbourg
P.C. as lead counsel; Pepper Hamilton LLP as Delaware counsel; and
CMAG as financial advisors.
On Nov. 10, 2014, the Debtors held an auction for the sale of the
assets, and Aurobindo Pharma USA Inc. emerged as the successful
bidder. The Court approved the sale and the sale closed on
Dec. 4, 2014. The Debtors changed their names to Leaf123, Inc.,
following the sale.
* * *
The Troubled Company Reporter, on Feb. 23, 2015, reported that
Leaf123, Inc., f/k/a Natrol Inc., and its debtor affiliates filed a
Chapter 11 plan of liquidation, pursuant to which tax refunds and
credits, all shares of capital stock or other Equity Interests in
Natrol UK, all Avoidance Actions not otherwise purchased by the
Buyer under the Purchase Agreement, the proceeds from prepetition
litigation, the proceeds from the Sale Transaction, and certain
other assets are being pooled and distributed to persons or
entities holding allowed claims in accordance with the priorities
of the Bankruptcy Code.
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on April 2, 2015, approved the disclosure
statement explaining the First Amended Joint Liquidating Plan of
Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates.
A full-text copy of the Disclosure Statement dated April 2, 2015,
is available at http://bankrupt.com/misc/NATROLds0402.pdf
Leaf123, Inc., formerly known as Natrol, Inc., et al., notified
that on June 17, 2015, at 12:01 a.m. (ET), the effective date
occurred with respect to their Second Amended Joint Liquidating
Plan.
NORANDA ALUMINUM: Opposes Sherwin's Motion to Expedite Dismissal
----------------------------------------------------------------
Noranda Aluminum, Inc., has filed an opposition to the motion of
Sherwin Alumina Company setting an expedited hearing on motion to
dismiss and motion for leave to pursue withdrawal of the reference
and transfer of venue in the District Court and establishing
accelerated discovery deadlines.
The Debtors state that Sherwin's Motion to Expedite should be
denied because there is no emergency, only litigation maneuvering.
Weeks ago, Sherwin stipulated that the Bankruptcy Court should hear
the Debtors' Rejection Motion on March 21, that is, a full six
weeks after Debtors filed the Motion. The parties also stipulated
that the Court should hear the Rejection Motion before the Texas
court in Sherwin's bankruptcy heard Sherwin's motion to assume the
same contract.
Sherwin's newfound contention that its Assumption Motion and the
Rejection Motion are duplicative, and should be heard in a single
forum to avoid inconsistent outcomes, is unprecedented and
meritless. The Texas court needs to consider Sherwin's business
judgment in deciding to assume the Bauxite Agreement; this Court
needs to consider the Debtors' business judgment in deciding to
reject it. Acceptance of Sherwin's view that the contract is
advantageous to it shows why it is disadvantageous to the Debtors
and vice versa.
Never during the negotiation of the Amended Agreed Order did
Sherwin even hint that it believed the Debtors' filing in Missouri
was inappropriate or abusive. Never did it suggest it intended to
move to withdraw or to dismiss and no provision for such motions
was made in the Order. Sherwin's implication, in its Motion to
Expedite as well as elsewhere, that the Debtors somehow
manufactured these chapter 11 cases to resolve their dispute with
Sherwin is refuted by the uncontroverted evidence in the
Declaration of Dale W. Boyles and the Jan. 4, 2016 Engagement
Letter with Paul, Weiss, Rifkind, Wharton & Garrison LLP, which
demonstrate that the Debtors contemplated the commencement of these
chapter 11 cases well before, and without any regard to or
knowledge of, the commencement of Sherwin's chapter 11 cases.
The Debtors stipulated to attempt a mediated solution with the help
of the Texas court, but that effort has not yet produced any
satisfactory results. Now the Bankruptcy Court's hearing
approaches and Sherwin understands, given all the facts and
circumstances, that the Rejection Motion should be granted. Thus,
Sherwin has had a change of heart and launched a blizzard of
litigation efforts to extract itself from the agreed schedule.
Such unfair tactics should not be condoned.
The Debtors believe that the most expeditious and efficient
solution, one that will eliminate the "duplicative" litigation
Sherwin laments, is for the Bankruptcy Court to approve the
Rejection Motion as soon as possible. If an order approving the
Rejection Motion is not entered, or a settlement with Sherwin not
approved, by April 8, 2016 the Debtors will trigger a default under
their DIP Facilities.
If Sherwin still wishes to litigate its Motions after the Court
considers the Rejection Motion, the Court can hear the Motions on a
timeline that fairly balances Sherwin's desire to expeditiously
resolve the issues relating to their Motions with fairness to the
Debtors' estates. The proposed expedited hearing contemplated by
the Motion to Expedite falls far short of this balance, and would
significantly prejudice the Debtors' ability to address the many
legal and factual issues raised by the Motions.
Denial of the Motion to Expedite is further warranted because the
alleged exigencies that are said to demand an accelerated schedule
are of Sherwin's creation. The Rejection Motion has been pending
for over a month, and Sherwin has filed pleadings in these and its
own chapter 11 cases referencing it. The Local Rules and Case
Management Order provided Sherwin a clear path to making and having
their Motions heard earlier, but Sherwin chose to ignore both.
Sherwin makes no attempt to explain its delay in its motion papers.
Had Sherwin truly believed Debtors' filing was abusive, it could
have moved weeks ago.
The burdensome "emergency" discovery that Sherwin seeks is grossly
disproportionate to the limited factors the Court should consider
in deciding the Rejection Motion. The requests could have been
made on a timely basis, just as the Debtors' were in Sherwin's
case. But Sherwin chose to wait until 10 days before the hearing
on the Motion to Reject to serve any discovery at all.
Nonetheless, the Debtors will work with Sherwin to agree on
appropriate discovery that can be conducted in the time remaining.
This is in stark contrast to Sherwin's default on its discovery
obligations in its own chapter 11 case in failing to respond to the
discovery requests Debtors served more than 30 days ago.
Sherwin Alumina Company is represented by:
Joshua A. Sussberg, Esq.
Joseph Serino, Esq.
Shireen Barday, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212)446-4800
Facsimile: (212)446-4900
E-mail: joshua.sussberg@kirkland.com
joseph.serino@kirkland.com
shireen.barday@kirkland.com
- and -
James H.M. Sprayregen, Esq.
Gregory F. Pesce, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312)862-2000
Facsimile: (312)862-2200
E-mail: james.sprayregen@kirkland.com
gregory.pesce@kirkland.com
- and -
Cullen D. Speckhart, Esq.
WOLCOTT RIVERS GATES
200 Bendix Road, Suite 300
Virginia Beach, VA 23452
E-mail: cspeckhart@wolriv.com
- and -
Mory S. Cole, Esq.
GRAY, RITTER, GRAHAM, PC
701 Market Street, Suite 800
St. Louis, MO 63101
Telephone: (314)241-5620
Facsimile: (314)241-4141
E-mail: mcole@grgpc.com
About Sherwin Alumina Company
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.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORTH AMERICAN ENERGY: Moody's Confirms B3 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service confirmed North American Energy Partner
Inc.'s (NAEP) B3 Corporate Family Rating, B3-PD Probability of
Default Rating (PDR) and Caa1 senior unsecured notes rating. The
Speculative Grade Liquidity Rating remains SGL-3. The rating
outlook is stable. This action resolves the review for downgrade
that was initiated on Jan. 21, 2016.
"The ratings confirmation reflects NAEP's relatively low leverage
and adequate liquidity" said Paresh Chari, Moody's Analyst.
"However, the rating also takes into account the company's
concentration in the Canadian oil sands mining sector, and
customers' decisions to defer or cancel projects especially in the
current low oil price environment."
Outlook Actions:
Issuer: North American Energy Partners, Inc.
Outlook, Changed To Stable From Rating Under Review
Confirmations:
Issuer: North American Energy Partners, Inc.
Probability of Default Rating, Confirmed at B3-PD
Corporate Family Rating, Confirmed at B3
Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1(LGD5)
Affirmations:
Issuer: North American Energy Partners, Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-3
RATINGS RATIONALE
The B3 Corporate Family Rating reflects NAEP's high concentration
in the Canadian oil sands sector and reliance on a few customers
that have strong negotiating power and the ability to defer and
change the scope of work performed by NAEP, leading to sudden
declines in revenue and cash flow. In the current low oil price
environment, NAEP is being affected by customers' decisions to
defer and or cancel projects. The B3 rating is supported by the
company's low leverage and long-standing customer relationships as
a reliable service provider in the oil sands mining sector.
The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. NAEP has a C$100 million borrowing base facility due
September 2018 that is broken into two tranches, a C$70 million
revolving facility and a C$30 million term loan. At Dec. 31, 2015,
NAEP had C$32 million in cash and C$53 million availability under
the C$84 million borrowing base. Moody's expects breakeven free
cash flow through the fifteen months to March 31, 2017, and for
NAEP to have ample room under its two financial covenants (senior
debt to EBITDA maximum 3.5x and fixed charge cover ratio minimum
1x). The company has access to modest alternate liquidity through
the sale of underutilized or old equipment. The C$20 million notes
are due in April 2017, which Moody's expects will be redeemed with
cash and some revolver drawings.
The C$20 million senior unsecured notes are rated Caa1, one notch
below the CFR, reflecting the priority ranking of the company's
secured C$100 million revolving credit facility. Moody's believes
that the Caa1 rating is more appropriate for the senior unsecured
notes than the Caa2 rating suggested by Moody's Loss Given Default
Methodology based on our view of an improved recovery of the
notes.
The stable outlook reflects Moody's expectation that leverage will
remain below 4x.
The ratings could be upgraded if it appears that NAEP is able to
increase its diversification away from oil sands mining and
diversify its customer base while maintaining debt to EBITDA below
4x.
The ratings could be downgraded if it appears that debt to EBITDA
is likely to rise towards 6x or if liquidity worsens.
North American Energy Partners Inc. primarily serves the Canadian
oil sands mining sector with overburden removal, tailings
management, site reclamation, and site preparation services.
These rated entities or its agent(s) did not participate in the
rating process. Moody's was not provided, for purposes of the
rating, access to the books, records and other relevant internal
documents of the rated entity.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.
NRAD MEDICAL: Hires Tandem to Sell Remaining Medical Equipment
--------------------------------------------------------------
NRAD Medical Associates, P.C., sought and obtained approval from
the Bankruptcy Court to employ Tandem Medical Equipment Inc. as
consignment broker to market and sell certain of its remaining
medical equipment.
The Debtor explained that certain medical equipment was not
included in the court-approved sale of the Debtor's RT Practice and
prepetition sale of the Imaging Practice.
As part of its services, Tandem moves the equipment to its
facilities and stores it for resale. This is important to the
Debtor because the Debtor has already assigned all of its leased
space as part of the Meridian and St. Francis transactions.
Tandem will be paid a 15 percent commission in accordance with a
consignment agreement.
The Debtor believes that Tandem is "disinterested" within the
meaning of Sec. 101(14) and 372(a) of the Bankruptcy Code.
The firm can be reached at:
Ian Alpert, President
TANDEM MEDICAL EQUIPMENT INC.
738 Smithtown Bypass, Suite 202
Smithtown, NY 11787
Toll Free: (877) 255-0852
Tel: (631) 979-9299
Fax: (631) 979-9399
Web site: http://www.tandemeq.com
E-mail: ian@tandemequipment.com
About NRAD Medical Associates
NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York. In
June 2015, NRAD sold most of the assets utilized in the imaging
practice assets in June 2015 to Meridian Imaging Group, LLC. In
addition, NRAD and certain multi-specialty practitioners (e.g.
gynecologists, internists, surgeons) were parties to agreements
pursuant to which MSPs were employed by NRAD, certain assets
require acquired and certain obligations were assumed.
NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015. The case is assigned to Judge Louis A. Scarcella.
The Debtor estimated assets and liabilities of $10 million to $50
million.
The Debtor is represented by Anthony C Acampora, Esq., at Silverman
Acampora LLP, in Jericho, New York.
* * *
On Aug. 13, 2015, the U.S. Trustee appointed David Kaplan, M.D.,
Henry Schein, Julian Safir, M.D., Nuclear Diagnostic Products and
415 Northern Blvd. Realty to the Official Committee of Unsecured
Creditors. The Committee tapped Farrell Fritz, P.C. as counsel.
On Sept. 10, 2015, the Court approved the sale of substantially all
of the assets of the Debtor's RT Practice to St. Francis Hospital,
Roslyn, NY or its designee, free and clear of all liens, and
claims. On Sept. 24, 2015, the Court entered an order approving
the RT Sale. On Oct. 14, 2015, the Debtor filed its notice of
closing and effective date with respect to the RT sale.
NRAD MEDICAL: PwC Serving as Committee's Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in NRAD Medical
Associates, P.C.'s Chapter 11 case sought and obtained approval
from the Bankruptcy Court to retain PricewaterHouseCoopers LLP as
financial advisor, nunc pro tunc to Oct. 19, 2015.
PwC is expected to render such professional services as the
Committee may consider desirable to discharge the Committee's
responsibilities and further the interests of the unsecured
creditors in this bankruptcy case
Pursuant to the terms and conditions of the Engagement Letter, and
subject to the Court's approval, PwC intends to seek compensation
for the hourly services based on their customary hourly billing
rates:
Personnel Hourly Billing Rate
--------- -------------------
Partner/Principal $600
Director/Senior Manager $575
Manager $415
Senior Associate $350
Associate $250
Secretarial $100
PwC's fees will be subject to a rolling cumulative cap not to
exceed $75,000 in the first month, $50,000 in the second month and
$25,000 in each subsequent month. To the extent that its fees in
the first month exceed or are below the $75,000 cap, any variances
are to be applied to the second month cap, and any variances for
the second and third months of the engagement will similarly be
applied on a going forward basis.
It is PwC's policy to charge its clients in all areas of practice
for identifiable, non-overhead expenses incurred in connection with
the representation of that particular client.
To the best of the Committee's knowledge, PwC does not "represent
any other entity having an adverse interest in connection with the
case" for purposes of section 1103(b) of the Bankruptcy Code. In
addition, and although not a requirement applicable to
professionals retained by official committees, the Committee
believes that PwC is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Steven J. Fleming
PRICEWATERHOUSECOOPERS LLP
300 Madison Avenue, 24th Floor
New York, New York 10017
Tel: (646) 471-7589
About NRAD Medical Associates
NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York. In
June 2015, NRAD sold most of the assets utilized in the imaging
practice assets in June 2015 to Meridian Imaging Group, LLC. In
addition, NRAD and certain multi-specialty practitioners (e.g.
gynecologists, internists, surgeons) were parties to agreements
pursuant to which MSPs were employed by NRAD, certain assets
require acquired and certain obligations were assumed.
NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015. The case is assigned to Judge Louis A. Scarcella.
The Debtor estimated assets and liabilities of $10 million to $50
million.
The Debtor is represented by Anthony C Acampora, Esq., at Silverman
Acampora LLP, in Jericho, New York.
* * *
On Aug. 13, 2015, the U.S. Trustee appointed David Kaplan, M.D.,
Henry Schein, Julian Safir, M.D., Nuclear Diagnostic Products and
415 Northern Blvd. Realty to the Official Committee of Unsecured
Creditors. The Committee tapped Farrell Fritz, P.C. as counsel.
On Sept. 10, 2015, the Court approved the sale of substantially all
of the assets of the Debtor's RT Practice to St. Francis Hospital,
Roslyn, NY or its designee, free and clear of all liens, and
claims. On Sept. 24, 2015, the Court entered an order approving
the RT Sale. On Oct. 14, 2015, the Debtor filed its notice of
closing and effective date with respect to the RT sale.
NUO THERAPEUTICS: Hires Dentons as Bankruptcy Counsel
-----------------------------------------------------
Nuo Therapeutics, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Dentons US
LLP as bankruptcy counsel, nunc pro tunc to the Petition Date.
As bankruptcy counsel, Dentons will, among other things:
(a) advise the Debtor with respect to its powers and duties as
debtor and debtor in possession in the continued
management and operation of its businesses and property;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and
consult on the conduct of the Chapter 11 case, including
all of the legal and administrative requirements of
operating in Chapter 11;
(c) take necessary action to protect and preserve the Debtor's
estate;
(d) review and prepare on behalf of the Debtor all documents
and agreements as they become necessary and desirable; and
(e) review and prepare on behalf of the Debtor all motions,
administrative and procedural applications, answers,
orders, reports and papers necessary to the administration
of the estate.
The Debtor has been advised that Dentons US is a member of the
Dentons Verein, a global legal practice providing client services
worldwide through its member firms and affiliates, each of which is
its own legal practice. Dentons US has made clear to the Debtor
that it is not retaining any Dentons Legal Practice other than
Dentons US and that:
-- each Legal Practice maintains separate books and records,
profit pools, financial statements, budgets and income tax
records in accordance with its own methods of accounting
and on is respective year-ends;
-- Dentons Verein Legal Practices do not share revenues,
profits or loses;
-- Member firms in the Dentons Verein have no access to each
other's client data and files; and
-- Member firms do not share privileged information with other
member firms unless they are retained by and working
together for a client on the same matter.
The hourly rates of Dentons US for matters implicated in the
Debtor's bankruptcy case are:
Partners and $400 - $1,240
senior counsel
Counsel $315 - $875
Associates $220 - $595
Paraprofessionals $195 - $350
The hourly rates of principal attorneys and paralegal at Dentons
US, who are presently designated to represent the Debtor, are:
Hourly
Professional Position Rate
------------ -------- ----
Jeff Baumel Partner $880
Sam Alberts Partner $835
Bryan Bates Partner $585
James Copeland Associate $585
Dan Pina Paralegal $340
Dentons US will seek reimbursement of expenses incurred in
accordance with the applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules and the Local Rules.
The total amount paid by the Debtor to Dentons US in the 90-day
period immediately preceding the commencement of the bankruptcy
case was $505,330, including retainer payments totaling $477,271.
Dentons US still holds $59,657 from those retainer payments. As of
the Petition Date, the Debtor does not owe any sum to Dentons US.
Sam J. Alberts, Esq., a partner with Dentons US, assures the Court
that Dentons US is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code and does not represent or
hold an interest adverse to the Debtor or the Debtor's estate.
Dentons US can be reached at:
Sam J. Alberts, Esq.
DENTONS US LLP
1301 K Street, NW
Suite 600. East Tower
Washington, DC 20005
Telephone: (202) 408-7004
Facsimile: (202) 408-6399
E-mail: sam.alberts@dentons.com
- and -
Bryan E. Bates, Esq.
303 Peachtree Street, NE, Suite 5300
Atlanta, GA 30308
Telephone: (404) 527-4073
Facsimile: (404) 527-4198
E-mail: bryan.bates@dentons.com
About NUO Therapeutics
Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition
was signed by David E. Jorden as acting chief executive officer and
acting chief financial officer.
Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq
Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting
and noticing agent. Hon. Mary F. Walrath has been assigned the
case.
The U.S. Trustee for Region 2 originally appointed three members to
the Official Committee of Unsecured Creditors. The U.S. Trustee,
on March 14, 2016, said New Hampshire Ball Bearings, Inc., has
resigned from the Committee. The remaining committee members are
AAPC and CPA Global Limited.
The Bankruptcy Court has entered an Order granting conditional
approval to the Debtor's Disclosure Statement for the First Amended
Plan of Reorganization. The Court also approved an expedited
pathway to the Company's emergence from Chapter 11 by scheduling a
combined hearing on April 25, 2016 to consider the adequacy of the
Disclosure Statement and confirmation of the Company's proposed
First Amended Plan of Reorganization.
NUO THERAPEUTICS: Taps Ashby & Geddes as Bankruptcy Co-Counsel
--------------------------------------------------------------
Nuo Therapeutics, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Ashby &
Geddes, P.A., as co-counsel, nunc pro tunc to the Petition Date.
As co-counsel, Ashby & Geddes will, among other things:
(a) assist Dentons US LLP in advising the Debtor with respect
to its powers and duties as debtor and debtor in
possession in the continued management and operation of
its businesses and property;
(b) perform all necessary services as the Debtor's co-counsel,
including preparing or assisting in the preparation of all
necessary documents on behalf of the Debtor;
(c) appear at hearings before the Bankruptcy Court on behalf
of the Debtor;
(d) take all necessary actions to protect and preserve the
Debtor's estate during the pendency of this Chapter 11
case, including prosecution of actions by the Debtor; and
(e) assist Dentons US in preparing and reviewing, on behalf of
the Debtor, all necessary motions, applications, answers,
orders, reports and papers in connection with the
administration if the case for compliance with the rules
and practices of the Court.
To the extent that Dentons US is determined to have a conflict with
respect to a particular matter, Ashby & Geddes will, in the first
instance to the extent appropriate, serve as conflicts counsel.
The current hourly rates of the principal attorneys and paralegal
of Ashby & Geddes presently designated to represent the Debtor
are:
Hourly
Professional Position Rate
------------ -------- ----
William P. Bowden Member $710
Karen B. Skomorucha Owens Member $495
Stacy L. Newman Associate $405
Aaron H. Stulman Associate $300
Chris Warnick Paralegal $200
Ashby & Geddes will also charge the Debtor for disbursements and
expenses incurred in relation to its services.
Ashby & Geddes commenced work on this matter on January 18, 2016.
On the next day, the Firm received a retainer for $40,000 in
connection with planning and preparation of initial documents,
pleadings and its proposed postpetition representation of the
Debtor. Prior to the filing of the Debtor's bankruptcy petition,
Ashby & Geddes applied the remainder of the retainer against its
fees and expenses for the period from January 18 through
immediately before the filing of the Debtor's petition. As of the
Petition Date, none of the retainer remains. Ashby & Geddes is
owed approximately $4,500 for prepetition work and has agreed to
waive this amount.
William P. Bowden, Esq., a director of Ashby & Geddes, assures the
Court that Ashby & Geddes is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code, and does not
represent or hold an interest adverse to the Debtor or the Debtor's
estate.
Ashby & Geddes can be reached at:
William P. Bowden, Esq.
Stacy L. Newman, Esq.
ASHBY & GEDDES, P.A.
500 Delaware Avenue, P.O. Box 1150
Wilmington, DE 19899-1150
Telephone: (302) 654-1888
Facsimile: (302) 654-2067
E-mail: wbowden@ashby-geddes.com
snewman@ashby-geddes.com
About NUO Therapeutics
Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition
was signed by David E. Jorden as acting chief executive officer and
acting chief financial officer.
Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq
Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting
and noticing agent. Hon. Mary F. Walrath has been assigned the
case.
The U.S. Trustee for Region 2 originally appointed three members to
the Official Committee of Unsecured Creditors. The U.S. Trustee,
on March 14, 2016, said New Hampshire Ball Bearings, Inc., has
resigned from the Committee. The remaining committee members are
AAPC and CPA Global Limited.
The Bankruptcy Court has entered an Order granting conditional
approval to the Debtor's Disclosure Statement for the First Amended
Plan of Reorganization. The Court also approved an expedited
pathway to the Company's emergence from Chapter 11 by scheduling a
combined hearing on April 25, 2016 to consider the adequacy of the
Disclosure Statement and confirmation of the Company's proposed
First Amended Plan of Reorganization.
NUO THERAPEUTICS: Taps Shaun Martin of Winter Harbor as CRO
-----------------------------------------------------------
Nuo Therapeutics, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to:
(i) employ Winter Harbor LLC to provide restructuring-
management and advisory services to the Debtor; and
(ii) employ of Shaun Martin as the Chief Restructuring Officer
for the Debtor, and additional professional personnel,
nunc pro tunc to the Petition Date.
On December 13, 2015, the Debtor entered into an agreement to
retain Winter Harbor to provide CRO services. As set forth in the
Engagement Letter, Winter Harbor has been providing and will
continue to provide these services, among others:
-- prepare data and analyses necessary to meet the
requirements and requests of various parties related to the
Chapter 11 case;
-- compile and format data and analyses necessary to meet the
financial reporting requirements mandated by the Bankruptcy
Code and the U.S. Trustee, including, but not limited to,
statements of financial affairs, schedules of assets and
liabilities and monthly operating reports;
-- in conjunction with the Debtor's management, manage the
Debtor's cash, prepare ongoing forecasting of the cash
flows and claim pools and estimate creditor recoveries;
-- prepare analyses and data required under the Debtor's
financing documents;
-- manage analyses and reconciliation of claims against the
Debtor and bankruptcy avoidance actions;
-- prepare for court hearings, for the argument of motions and
provide expert testimony as required;
-- prepare analyses in support of, and preparation of a
Chapter 11 plan of liquidation and disclosure statement;
-- manage the Debtor's negotiations with their creditor
constituencies, including negotiations relating to the
Debtor's Chapter 11 plan of liquidation;
-- advise the Board on restructuring matters; and
-- provide such other services as requested or directed by the
Board.
The Debtor has agreed to compensate Winter Harbor at its standard
hourly rates during the pendency of the Chapter 11 case. The
billing rates for professionals who may be assigned to this
engagement are:
Managing Director $495 to $595 per hour
Director $395 to $450 per hour
Manager $250 to $325 per hour
Associate $175 to $225 per hour
Clerical/Admin. $75 to $125 per hour
Winter Harbor anticipates that the staffing of the Debtor's
engagement will be: Shaun Martin ($495/hour), a Winter Harbor
professional as Additional Personnel ($395/hour), and an additional
Winter Harbor professional as Additional Personnel ($295/hour).
Out of pocket expenses (including transportation, lodging, meals,
communications, supplies, copying, etc.) will be billed at the
actual amounts incurred. Out of pocket expenses may also include
reasonable fees and expenses of attorneys consulted or engaged by
Winter Harbor.
The Debtor will indemnify Winter Harbor, its principals, employees
and affiliates in the event of certain losses, subject to these
limitations and notwithstanding the provisions of the Engagement
Letter:
* the Debtor is permitted to indemnify Winter Harbor and the
Winter Harbor personnel on the same terms as provided to
(and not on terms more favorable than) the Debtor's officers
and directors under the corporate bylaws and applicable
state law, along with insurance coverage under the Debtor's
directors' and officers' liability policy;
* except as otherwise provided in the proposed order, there
will be no indemnification of Winter Harbor or its
affiliates; and
* during the course of this Chapter 11 case, all provisions in
the Engagement Letter or elsewhere that attempt to limit
Winter Harbor's liability to the amount of its fees (or a
multiple thereof) will be of no force or effect.
Within the 90 days preceding the Petition Date, Winter Harbor
billed the Debtor and received payment total invoices and retainer
amounting to $155,554.
Shaun Martin, a Managing Member of Winter Harbor, assures the Court
that Winter Harbor is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code and does not represent or
hold an interest adverse to the Debtor or the Debtor's estate.
About NUO Therapeutics
Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition
was signed by David E. Jorden as acting chief executive officer and
acting chief financial officer.
Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq
Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting
and noticing agent. Hon. Mary F. Walrath has been assigned the
case.
The U.S. Trustee for Region 2 originally appointed three members to
the Official Committee of Unsecured Creditors. The U.S. Trustee,
on March 14, 2016, said New Hampshire Ball Bearings, Inc., has
resigned from the Committee. The remaining committee members are
AAPC and CPA Global Limited.
NYC CONSTRUCTORS: Banker Steel Acquires Business
------------------------------------------------
Banker Steel on March 31 disclosed that it has acquired New York
City-based NYC Constructors, LLC and New Jersey-based MRP, LLC,
together referred to as NYCC. The transaction will expand Banker's
capabilities in the growing New York City commercial construction
market, providing its customers, many of whom are also served today
by NYCC, with a vertically-integrated suite of erection and
fabrication services. Terms of the transaction were not disclosed.
With over 300 employees in New York and New Jersey, NYCC fabricates
and erects structural steel for commercial, industrial and
government end-markets. The company is one of only a handful of
large erectors with a proven capability of erecting complex jobs in
New York City. Its fabrication facility in South Plainfield, New
Jersey, to be known as Banker Steel NJ, LLC is one of the closest
heavy steel fabrication yards to the New York City market.
Due to recent financial challenges, NYCC filed for Chapter 11
Bankruptcy protection on January 14, 2016. Banker, which was and
remains currently working with NYCC on the fabrication and erection
of the World Trade Center Tower 3 and the Rockefeller University
expansion over the FDR Drive in New York City, was named the
stalking horse bidder in the bankruptcy process and provided
Debtor-in-Possession financing during the bankruptcy period.
Despite its recent financial difficulties, NYCC is recognized for
its operational and technical expertise, which will be combined
with Banker Steel's financial strength and operating capabilities
to create a highly competitive suite of services for current and
future customers.
"We are very excited to have NYCC and its 300 associates join the
Banker family as we continue to strengthen our ability to meet our
customers' needs in major markets across the east coast," said
Donald Banker, Chief Executive Officer and co-owner of Banker
Steel. "We've worked with NYCC for some time; the NYCC team's
expertise and ability to execute complex projects is unquestioned.
The combination of these two companies is a ‘win-win' for our
customers and the associates of NYCC."
"The acquisition of NYCC will allow Banker Steel to fully
capitalize on a robust and growing New York City commercial
construction market, one in which Banker is already known as a
premier steel fabricator," said Edward Fletcher, Partner of Atlas
Holdings LLC, the majority owner of Banker Steel. "We see a unique
opportunity for growth at NYCC as we partner with its outstanding
workforce to deliver unsurpassed customer service."
About NYC Constructors
NYC Constructors Inc. and its subsidiary, MRP, LLC, are under
contract to install steel at the 3 World Trade Center tower.
Besides work at 3 World Trade Center, New York Constructors said in
court documents that it has active steel erection projects at the
Museum of Modern Art and Rockefeller University.
NYC Constructors and MRP, LLC, sought Chapter 11 protection (Bankr.
S.D.N.Y. Case Nos. 16-10069 and 16-10070) on Jan. 14, 2016, with
plans to their assets to Banker Steel for at least $7.2 million.
Judge Shelley C. Chapman presides over the cases.
The Debtors tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, as attorneys; and Getzler Henrich & Associates LLC, as
advisor. NYC Constructors estimated $1 million to $10 million in
assets and debt. The petition was signed by Barry King, president.
ORAGENICS INC: Gets Audit Opinion with Going Concern Explanation
----------------------------------------------------------------
Florida-based biopharmaceutical company Oragenics, Inc. on April 1
announced that, as previously disclosed in its Annual Report on
Form 10-K for the year ended December 31, 2015, which was filed on
March 30, 2016 with the Securities and Exchange Commission, the
audited financial statements contained an unqualified audit opinion
from its independent registered public accounting firm that
included a going concern emphasis of matter paragraph.
This announcement is made pursuant to NYSE MKT Company Guide
Section 610(b), which requires public announcement of the receipt
of an audit opinion containing a going concern paragraph. This
announcement does not represent any change or amendment to the
Company's financial statements or to its Annual Report on Form 10-K
for the year ended December 31, 2015.
About Oragenics Inc.
Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics. Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3. Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its patented,
novel organic chemistry platform to create additional antibiotics
for therapeutic use.
Oragenics incurred a net loss of $1.03 million on $201,010 of net
revenue for the three months ended Sept. 30, 2014, compared with a
net loss of $9.32 million on $253,374 of net revenue for the same
period last year.
The Company's balance sheet at Sept. 30, 2014, showed $12.3 million
in total assets, $739,507 in total liabilities and total
stockholders' equity of $11.56 million.
PACIFIC SUNWEAR: Said to Be Preparing to File for Bankruptcy
------------------------------------------------------------
Pacific Sunwear of California, Inc., is preparing to file for
bankruptcy, Bloomberg News' Lauren Coleman-Lochner and Jodi Xu
Klein have reported, citing people with knowledge of the matter.
One source said the Chapter 11 filing could come as soon as next
week, according to Bloomberg. That source asked not to be
identified because the process isn't public. Bloomberg also said
the situation remains fluid, and the timing could change, according
to those sources.
Bloomberg noted that PacSun did not immediately respond to a
request for comment.
The report added that an affiliate of Golden Gate Capital has
provided PacSun with a $60 million senior secured term loan, giving
it sway in a potential bankruptcy.
As reported by the Troubled Company Reporter on March 8, 2016,
Lilian Rizzo, writing for Dow Jones' Daily Bankruptcy Review, said
PacSun has hired financial advisers ahead of maturing debt load as
the company continues to struggle amid a downturn in the teen
retail industry.
PacSun's fiscal year 2015 ended on January 30, 2016. It has yet to
file its Annual Report on Form 10-K for the period.
In its most recent quarterly report for the fiscal quarter ended
Oct. 31, 2015, PacSun said its liquidity has been adversely
impacted by negative operating results and the Company cannot
ensure it will have sufficient liquidity going forward if certain
negative trends continue, or if it is not able to refinance the
Term Loan in light of the upcoming maturity of the Wells Fargo
credit facility as well as a term loan.
As of Oct. 31, 2015, the Company had cash and cash equivalents of
$11 million and borrowings of $35 million under its $100 million
revolving credit facility with Wells Fargo Bank, N.A., which is
scheduled to mature on Dec. 7, 2016.
During the fourth quarter of fiscal 2015, the Company expects to
borrow up to an additional $35 million under the Wells Credit
Facility primarily to fund inventory purchases for the peak holiday
selling season.
The Company said in the Quarterly Report that it anticipates that a
substantial portion of these borrowings will be repaid prior to the
end of the fourth quarter.
The Company also has a $60 million term loan with an affiliate of
Golden Gate Capital, which is scheduled to mature on December 7,
2016. Upon maturity of the Term Loan, $27 million of
payable-in-kind ("PIK") interest also will become due and payable.
"In light of the upcoming maturity of the Term Loan and the Wells
Credit Facility, the Company is considering various alternatives
regarding the Term Loan, including discussions with Golden Gate. As
part of such evaluation, the Company is considering the sales and
leasebacks of its corporate headquarters in Anaheim, California and
the distribution center in Olathe, Kansas, as a source of potential
additional liquidity. There can be no assurance that any
contemplated alternatives can be achieved," the Company said.
At October 31, 2015, PacSun had total assets of $298,853,000;
against total current liabilities of $153,807,000; total long-term
liabilities of $151,249,000 and total shareholders' deficit of
$6,203,000.
About PacSun
Based in Anaheim, California, Pacific Sunwear of California, Inc.
is a specialty retailer rooted in the action sports, fashion and
music influences of the California lifestyle. It operates a
nationwide, primarily mall-based chain of retail stores under the
names "Pacific Sunwear" and "PacSun." In addition, the Company
operates an e-commerce website at www.pacsun.com which sells PacSun
merchandise online, provides content and community for its target
customers and provides information about the Company. As of
October 31, 2015, the Company leased and operated 611 stores in
each of the 50 states and Puerto Rico.
PARK PLACE OF ELMHURST: Can Leave Bankruptcy Following Deal
-----------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that Illinois retirement community Park Place of Elmhurst
got permission from a judge to leave bankruptcy after negotiating a
more affordable borrowing agreement with municipal bondholders.
According to the report, with her signature, Judge Jacqueline P.
Cox cleared the retirement community, which has struggled to find
residents to move in since opening in 2012, to leave chapter 11
protection.
The Wall Street Journal reported that officials who put Park Place
into chapter 11 protection on Jan. 17 said the retirement
community, which has 284 homes that range from independent living
units to skilled nursing beds, was only about 85% full at the time
of the filing.
In earlier documents filed in U.S. Bankruptcy Court in Chicago,
Chief Financial Officer William DeYoung blamed the real-estate
crisis in 2008, which has made it tough for prospective residents
to sell their home and move in, the Journal related. Many
residents use money from their home's sale to pay for the Park
Place's entrance fees, which range from $227,500 to $899,000, the
report further related, citing court documents.
PICO HOLDINGS: Activist Bloggers Criticize John Hart Compensation
-----------------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings,
Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified
holding company reporting recurring losses since 2008. PICO owns
57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a
securities portfolio and various interests in small businesses.
PICO has $664 million in assets and $434 million in shareholder
equity. Central Square Management LLC and River Road Asset
Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.
The activist bloggers strongly criticize the Compensation Agreement
awarded to PICO CEO John Hart. In a post entitled, "John 'The
Juicer' Hart Compensation Plan Betrays PICO Shareholders -- Part
I," the bloggers lay blame squarely on the PICO Compensation
Committee, comprised of Chairman Carlos Campbell, Michael Machado
and Eric Speron.
The bloggers note that, under the Revised Business Plan, Mr. Hart
has been stripped of the duties normally associated with a CEO,
namely articulation of strategy, capital allocation and growth
objectives. "After a lengthy track record of complete failure as a
CEO, measured by any and all relevant metrics, Mr. Hart has about
as much responsibility as a dog that fetches slippers." Given Mr.
Hart's limited mandate, the bloggers wonder out loud why Mr. Hart
should be paid a $1 million base salary.
Next, they observe that if terminated without cause, Mr. Hart would
get cash of almost $11 million, plus exorbitant benefits and
payments. "Such an obscene amount of money for a CEO who has driven
a stock from $40 to $9 in 5 years, who is a complete failure by any
and all relevant metrics, is insane."
At the end of the Employment Term, in 5 years, Mr. Hart can be
awarded an exit payment of $5 million, if he and PICO can't come to
agreeable terms on future employment. In response to this
provision, the bloggers colorfully write, "We shake our heads. We
just don't get it. Does shareholder abuse at the hands of the PICO
Compensation Committee have any limits? Is there one
shareholder-oriented brain cell in the heads of Messrs. Campbell,
Machado or Speron? Is this the PICO Compensation Committee or is
this "The John Hart Luxury Retirement Committee?" Or perhaps "The
PICO Shareholder Abuse Committee?" Even "Failure CEO Charity
Committee?"'
Continuing, the blog post assesses Mr. Hart thusly: "Mr. Hart is a
complete failure as a CEO. His talent lies in placing small groups
of sycophants in positions of financial control to award him large
sums of other people's money." Turning to the PICO Compensation
Committee, "Messrs. Campbell, Machado and Speron should be ashamed
of themselves. They have betrayed the trust of shareholders."
The activist bloggers finish, "We have a direct question for
Messrs. Campbell, Machado and Speron: Please tell shareholders in
your own words, why in your independent business judgement, the
Hart Employment Agreement is beneficial for PICO and its
shareholders?"
POSITIVEID CORP: Delays 2015 Form 10-K for Review
-------------------------------------------------
PositiveID Corporation was unable, without unreasonable effort or
expense, to file its annual report on Form 10-K for the year ended
Dec. 31, 2015, by the March 30, 2016, filing date applicable to
smaller reporting companies due to a delay experienced by the
Company in the completion of its independent auditor's review of
the financial statements included in the Annual Report, according
to a regulatory filing with the Securities and Exchange Commission.
The Company anticipates that it will file the Annual Report as
soon as possible, but no later than April 14, 2016.
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
PositiveID reported a net loss attributable to common stockholders
of $8.22 million on $945,000 of revenue for the year ended
Dec. 31, 2014, compared with a net loss attributable to common
stockholders of $13.33 million on $0 of revenue for the year ended
Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $1.04 million in total
assets, $10.86 million in total liabilities and a $9.82 million
total stockholders' deficit.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014. The accounting firm noted that the
Company reported a net loss, and used cash for operating
activities of approximately $7.19 million and $2.57 million
respectively, in 2014. At Dec. 31, 2014, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of approximately $8.076 million, $8.45 million and $133 million,
respectively.
POSTROCK ENERGY: Court Orders Joint Administration of Cases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
entered an order granting joint administration of the Chapter
Chapter 11 cases of PostRock Energy Corporation, et al., under the
Lead Case No. 16-bk-11230.
The Debtors requested joint administration of their cases to:
(a) avoid duplicative filings that would be wasteful and
unnecessarily overburden the Clerk of the Bankruptcy Court,
the Debtors and their estates;
(b) permit the Clerk of the Bankruptcy Court to use a single
general docket for each of these Chapter 11 cases, allow
the Debtors to combine notices to creditors and other
parties-in-interest, and allow parties-in-interests to
request, and the Court to hold, joint hearings on matters
pending in any of these Chapter 11 cases;
(c) protect parties-in-interest by ensuring that they are
apprised of the various matters presented to the Court for
consideration in all of these Chapter 11 cases.
The Debtors also maintained that the rights of their respective
creditors will not be adversely affected by joint administration of
these Chapter 11 cases inasmuch as the relief sought is purely
procedural and is in no way intended to affect anyone's substantive
rights.
About PostRock
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region
in southeastern Kansas and northeastern Oklahoma. The Debtors have
approximately 129 employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel.
Judge Sarah A. Hall is assigned to the cases.
POSTROCK ENERGY: Hires Crowe & Dunlevy as General Counsel
---------------------------------------------------------
PostRock Energy Corporation, et al., seek authority from the
Bankruptcy Court to employ Crowe & Dunlevy, a Professional
Corporation, as their general bankruptcy and litigation counsel,
nunc pro tunc to April 1, 2016.
If the Bankruptcy Court approves this Application, Mark A. Craige
will serve as lead counsel for the Debtors in these Chapter 11
cases. Mr. Craig is a shareholder/director at Crowe & Dunlevy, is
Board Certified in Business Bankruptcy Law by the American Board of
Certification and is a fellow of the American College of
Bankruptcy. He has represented numerous parties in over 150
Chapter 11 bankruptcy cases in his more than 30 years practicing
bankruptcy law and is listed in The Best Lawyers in America and
Oklahoma Super Lawyers.
Other Crowe & Dunlevy attorneys who may assist Mr. Craig include
William H. Hoch III, John P. Napier, and Christopher M. Staine.
The Debtors have agreed to compensate Crowe & Dunlevy at its
regular hourly rates, plus Crowe & Dunlevy's actual and necessary
expenses. The following are Crowe & Dunlevy's current hourly rates
for work of this nature: partners, $350-$410 per hour; associates,
$225-$300 per hour and; paraprofessionals, $150-$200 per hour.
Prior to the Petition Date, Crowe & Dunlevy received $37,660 in
connection with bankruptcy and debt restructuring-related advice
and corporate counseling, according to Court documents. Crowe &
Dunlevy has received and holds a prepetition retainer for services
to be performed and reimbursement of related expenses in the
prosecution of these Chapter 11 cases of $212,339.
To the best of the Debtors' knowledge, Crowe & Dunlevy does not
hold or represent any interest adverse to them or their estates,
and that Crowe & Dunlevy is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
About PostRock
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma. The Debtors have
approximately 129 employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel.
Judge Sarah A. Hall is assigned to the cases.
POSTROCK ENERGY: Seeks Court Approval to Use Cash Collateral
------------------------------------------------------------
PostRock Energy Corporation and its affiliated debtors filed a
motion with the Bankruptcy Court seeking authority to use cash
collateral of Citibank, N.A., their secured lender.
The Debtors said they have an urgent need to use cash collateral to
continue to operate their businesses in Chapter 11 with the least
amount of disruption.
According to Mark A. Craige, Esq. at Crowe & Dunlevy, P.C., counsel
to the Debtors, given the immediate need for cash collateral use,
the Debtors request the Bankruptcy Court to enter an interim order,
subject to final approval after additional notice and opportunity
for hearing.
The Debtors have negotiated the terms of use of cash collateral
with Citibank for the interim period. The Debtors proposed to
grant liens and priority claims as adequate protection to
Citibank.
About PostRock
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma. The Debtors have
approximately 129 employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel.
Judge Sarah A. Hall is assigned to the cases.
PREMIUM TRANSPORTATION: U.S. Trustee Forms 5-Member Committee
-------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Premium Transportation Services Inc., to serve on the
official committee of unsecured creditors.
The committee members are:
(1) The Claro Group, LLC
Attn: Douglas Brickley
1221 McKinney St., Ste. 2850
Houston, TX 77010
Phone: 713-454-7741
Fax: 713-236-0033
(2) TEC of California Inc.
Attn: Marsha Johnson
P.O. Box 11272
Portland, OR 97211
Phone: 503-247-4614
Fax: 503-972-4307
(3) Flexi Van Leasing Inc.
Attn: Philip V. Connors
251 Monroe Ave.
Kenilworth, NJ 07033
Phone: 908-603-1606
Fax: 908-931-0286
(4) QED Software LLC d/b/a Trinium Technologies
Attn: Michael Thomas
304 Tejon Place
Palos Verdes, CA 96274
Phone: 310-214-3118, x101
Fax: 310-214-3959
(5) Mr. Juan Umana
c/o D. Briana Rivera, Esquire
McAvoy & Rivera
3008 First Avenue
San Diego, CA 92103
Phone: 619-260-1323
Fax: 888-812-1323
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 Premium Transportation
Premium Transportation Services, Inc. sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Delaware (Delaware) (Case No. 16-10629) on March
13, 2016. The petition was signed by Sam Joumblat, CFO.
The Debtor is represented by Robert J. Dehney, Esq., and Erin R.
Fay, Esq., at Morris, Nichols, Arsht & Tunnell, LLP.
The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.
PRESIDENTIAL REALTY: Needs More Time to File 2015 Form 10-K
-----------------------------------------------------------
Presidential Realty Corporation filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended Dec.
31, 2015, stating that: "We could not complete our annual report on
Form 10-K for the fiscal year ended December 31, 2015, including
the financial statements for such period, on a timely basis, due to
unanticipated delays arising in connection with the preparation
thereof."
The Company anticipates that it will file the annual report on Form
10-K no later than the fifteenth calendar day following the
prescribed filing date.
About Presidential Realty
Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate. On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.
Presidential Realty reported a net loss attributable to the Company
of $941,000 on $871,000 of total revenue for the year ended Dec.
31, 2014, compared to net income attributable to the Company of
$1.02 million on $847,000 of total revenues during the prior year.
As of Sept. 30, 2015, the Company had $1.49 million in total
assets, $2.26 million in total liabilities and a total
stockholders' deficit of $771,223.
Baker Tilly Virchow Krause, LLP, in Melville, New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has suffered recurring losses from operations and has a
working capital deficiency. These factors raise substantial doubt
about its ability to continue as a going concern.
QUEEN ELIZABETH: Full-Payment Reorganization Plan Confirmed
-----------------------------------------------------------
Queen Elizabeth Realty Corp. won approval of a Chapter 11 plan of
reorganization funded by majority owners Jeffrey Wu and Lewis Wu.
Under the Plan, the secured claim of Shanghai Commercial Bank Ltd.,
in the amount of $14.4 million as of June 23, 2015, was to be paid
in full by March 31, 2015, and SCB will waive late charges and
default interest. SBC, the sole claimant entitled to vote on the
Plan, voted in favor of the Plan following re-solicitation. The
sole unsecured claim was a $176,360 claim filed by the receiver,
which later agreed to withdraw the claim pursuant to a settlement.
Jeffrey Wu, Lewis Wu and Phillip WU each own one-third of the
equity interests. Under the Plan, new equity interests in the
amount of one third will be issued to Jeffrey Wu, one-third to
Lewis Wu, and one third to the receiver in respect of the equity
interests owned by Phillip Wu. The Debtor said that its entry into
a triple-net lease with its existing tenant, Hong Kong Supermarket
of Hester Corp. will provide sufficient cash flow to allow the
Debtor to make post-confirmation operating expenses.
A full-text copy of the Modified Plan filed Jan. 13, 2016, is
available for free at:
http://bankrupt.com/misc/Queen_Eliz_313_Mod_Plan.pdf
A copy of the order confirming the Plan signed Jan. 29, 2016, is
available for free at:
http://bankrupt.com/misc/Queen_Eliz_324_Plan_Ord.pdf
A copy of the modified order confirming the Plan signed Feb 4,
2016, is available for free at:
http://bankrupt.com/misc/Queen_Eliz_328_Am_Plan_Ord.pdf
About Queen Elizabeth Realty Corp.
Queen Elizabeth Realty Corp. was formed in 1994 and owns a
commercial condominium unit consisting of the ground and basement
floors of the Royal Elizabeth Condominium located at 157 Hester
Street a/k/a 68-82 Elizabeth Street, New York, New York.
Queen Elizabeth filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013. Judge Stuart M.
Bernstein presides over the case.
The petition was signed by Jeffrey Wu, president of QERC and owner
of 1/3 of the Debtor's shares. Jeffrey Wu and Lewis Wu (brothers
of Phillip Wu, brothers-in-law of Margaret Wu), and Phillip Wu,
each own 1/3 of the shares of the Debtor.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.
Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as the Debtor's counsel.
On Aug. 8, 2013, Margaret Wu filed a motion to dismiss the case.
On Sept. 18, 2013, receiver Dean K. Fong, Esq., filed a motion to
dismiss the case or in the alternative, excuse the receiver from
turnover requirements. The Court denied the motions to dismiss
from the bench at a hearing on Oct. 31, 2013.
The Debtor has commenced an adversary proceeding, Adv. Pro. No.
13-01386, against the receiver and Margaret Wu, seeking, among
other things, declaratory judgment clarifying the ownership
interests of the Debtor, and turnover of the property from the
receiver.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
QUICKSILVER RESOURCES: Colorado Property Sold for $3.75M
--------------------------------------------------------
Quicksilver Resources Inc. and its affiliated debtors obtained
Bankruptcy Court approval to sell all their rights, title and
interest in approximately 3,400 acres of unimproved property
located in Routt County, Colorado to SBRJWM Ltd. Objections to the
Debtors' motion were resolved. The purchase price for the Colorado
Property is $3,750,000 in cash. The sale order was entered March
17, 2016. The broker's fee is 6% of the purchase price.
About Quicksilver Resources
Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.
The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana. The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.
On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of
the Bankruptcy Code in Delaware. Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP
in the U.S. and Bennett Jones in Canada. Richards Layton &
Finger,
P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey
Capital, Inc., is serving as financial advisor. Garden City Group
Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and a
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.
* * *
The Debtors won approval to sell substantially all assets to
BlueStone Natural Resources II, LLC. BlueStone offered $240
million to acquire Quicksilver's oil and gas assets located in the
Barnett Shale in the Fort Worth basin of North Texas, and $5
million for those assets located in the Delaware basin in West
Texas.
QUICKSILVER RESOURCES: Taps KMPG to Review 2016 Tax Provision
-------------------------------------------------------------
Quicksilver Resources Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to approved the additional engagement
letter entered between the Debtors and KPMG LLP.
KMPG will review the Debtors 2016 tax provision. Specifically,
KMPG will, among other things:
-- review necessary year end tax and financial information and
schedule;
-- review temporary and permanent differences; and
-- review income tax provision.
The Debtor and KMPG agreed that the fee estimates for services will
range from:
Period Services Tax Fees
------ -------- --------
1st quarter Tax provision Review $17,400 - $22,400
2nd quarter Tax Provision Review $14,900 - $19,900
3rd Quarter Tax Provision Review $14,900 - $19,900
Year End Tax Provision Review $17,400 - $24,300
-----------------
Total: $64,600 $86,500
The Debtors are represented by:
Paul N. Heath, Esq.
Amanda R. Steele, Esq.
Rachel L. Biblo, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Charles R. Gibbs, Esq.
Sarah Link Schultz, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
Tel: (214) 969-2800
Fax: (214) 969-4343
Ashleigh L. Blaylock, Esq.
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Tel: (202) 887-4000
Fax: (202) 887-4288
About Quicksilver Resources
Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.
The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana. The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.
On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware. Quicksilver's
Canadian subsidiaries were not included in the chapter 11 filing.
The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP
in the U.S. and Bennett Jones in Canada. Richards Layton & Finger,
P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey
Capital, Inc., is serving as financial advisor. Garden City Group
Inc. is the claims and noticing agent.
The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.
Quicksilver Resources Inc. and its U.S. subsidiaries on January
22, 2016, entered into an Asset Purchase Agreement with BlueStone
Natural Resources II, LLC pursuant to which the Buyer agreed to
purchase substantially all of the Sellers' U.S. oil and gas assets
for a cash purchase price of $245.0 million.
The consummation of the transactions contemplated by the Purchase
Agreement is subject to customary closing conditions, and such
transactions are expected to close on or before March 31, 2016.
RCCG EAGLE: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: RCCG Eagle Believers Chapel
1569 W. Main Street
Lewisville, TX 75067
Case No.: 16-40620
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Judge: Hon. Brenda T. Rhoades
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Total Assets: $3.20 million
Total Liabilities: $1.60 million
The petition was signed by Nosa Evbuomwan, authorized
representative.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb16-40620.pdf
RCS CAPITAL: Entry Into Amended RSA Approved
--------------------------------------------
RCS Capital Corporation, et al., won approval to enter into an
Amended Restructuring Support Agreement with their key
constituents. The restructuring contemplated in the RSA is
supported by overwhelming majorities of the lenders under the First
Lien Facility and the Second Lien Facility, and by Luxor Capital
Group L.P. and its affiliates, which hold the majority of the
Debtors' unsecured debt.
On Jan. 29, 2016, the Debtors and the First Lien Agent, et al.
("Supporting Parties"), entered into the Restructuring Support
Agreement ("RSA"). The Debtors filed their RSA Motion, seeking
approval of the RSA. The Debtors later filed a Supplement to the
RSA Motion, seeking authority to enter into Exit Financing
Letters.
The Restructuring Support Agreement provides for, among other
things, (a) an agreement among the Company and constituencies that
include holders of approximately 92.5% in principal face amount in
amount of the Company's first lien secured credit facility and
approximately 87.6% in principle face amount of the Company's
second lien secured credit facility and Luxor, which holds the
majority of the unsecured claims against the Debtors, to support
the proposed Restructuring, (b) $150 million of new-money financing
through a new DIP Facility and Exit Facility
In her March 16, 2016 order, Judge Mary F. Walrath authorized the
Debtors to (i) enter into and assume the RSA, as amended, (ii)
enter into and perform under the Exit Financing Letters; (iii) pay
fees and expenses and provide certain discounts in connection with
the Exit Financing Letters and the Amended RSA; and (iv) provide
related indemnities under the Commitment Letter.
RCS CAPITAL: Hires KPMG as Tax and Accounting Consultants
---------------------------------------------------------
RCS Capital Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ KPMG LLP as tax and accounting consultants, nunc
pro tunc to the January 31, 2016 petition date.
KPMG has agreed to provide tax provision services, tax compliance
services, tax restructuring services, bankruptcy accounting and
fresh start reporting services, and tax consulting services to the
Debtor and its subsidiaries as outlined below:
The Tax Provision Services include:
(a) assistance with gathering necessary year-end tax and
financial information and schedules;
(b) assistance with the identification and computation of
temporary and permanent differences;
(c) computation of a preliminary income tax provision based on
assumptions determined by management for management's
review and approval;
(d) assistance to management with the preparation of the income
tax related balance sheet accounts and footnote disclosures
for which management is solely responsible for its review
and approval; and
(e) assistance to Debtor RCS Capital Corporation in its efforts
to work with its independent auditors to draft income tax
provision work papers.
The Tax Compliance Services include:
(a) preparation of federal Form 1120, Form 1065 and state and
local tax returns and supporting schedules for Debtors'
2015 tax year including preparation of 34-37 federal and
384 state and local tax returns; and
(b) determination of the corporation's quarterly estimated tax
payments for the 2016 tax year.
The Tax Restructuring Services include:
(a) analysis of any Section 382 issues, including a sensitivity
analysis to reflect the Section 382 impact of the proposed
and/or hypothetical equity transactions pursuant to the
restructuring and analysis of Section 382(l)(5) and (l)(6);
(b) analysis of net unrealized built-in gains and losses and
Notice 2003-65 as applied to the ownership change, if any,
resulting from or in connection with the restructuring;
(c) analysis of the Debtors' tax attributes including net
operating losses, tax basis in assets, and tax basis in
stock of the Debtors;
(d) analysis of the cancellation of debt income, including the
application of Section 108 and consolidated tax return
regulations relating to the restructuring on non-
intercompany debt and the completed capitalization/
settlement of intercompany debt;
(e) analysis of the application of the attribute reduction
rules under Section 108(b) and Treasury Regulation Section
1.1502-28, including a benefit analysis of Section
108(b)(5) and 1017(3)(D) elections;
(f) analysis of the tax implications of any internal
reorganizations and proposal of restructuring alternatives;
(g) cash tax modeling;
(h) analysis to the tax implications of any dispositions of
assets and/or Debtors' stock pursuant to the restructuring;
(i) analysis of potential bad debt and retirement tax losses;
(j) analysis of any proof of claims from tax authorities; and
(k) analysis of the tax treatment of bankruptcy-related costs.
The Bankruptcy Accounting and Fresh Start Reporting Services
include:
(a) assistance with project management, including the
preparation and execution of project work plans, status
reporting, issue tracking, and communication plans;
(b) assistance with SEC reporting activities including
assistance with the preparation of registration statements,
prospectuses, and the financial information contained
within;
(c) assistance with the preparation of whitepapers that
document Debtor RCS Capital Corporation's conclusions on
accounting issues, key assumptions, methodologies, and
outcomes;
(d) assistance with the assembly and documentation of support
to facilitate the financial statement audit effort;
(e) participation in discussions with auditors and other
advisors to discuss accounting and reporting conclusions;
and
(f) assistance with the push down of valuation results and plan
effects into Debtor RCS Capital Corporation's sub-ledgers,
books and records.
KPMG will also provide the Tax Consulting Services, which will
consist of other consulting, advice, research, planning, and
analysis regarding tax and accounting services as may be necessary,
desirable, or requested from time to time.
The majority of fees to be charged for Tax Provision Services and
reflect a reduction of approximately 35% from KPMG's normal and
customary rates, depending on the types of services to be rendered.
The hourly rates for Tax Provision Services to be rendered by KPMG
and applicable herein are as follows:
Partners $715-$797
Managing Directors $699-$731
Director/Senior Managers $667-$715
Managers $504–$650
Senior Associates $406-$471
Associates $260-$293
The majority of fees to be charged for Tax Compliance Services
reflect a reduction of approximately 50% from KPMG's normal and
customary rates, depending on the types of services to be rendered.
The hourly rates for Tax Compliance Services to be rendered by KPMG
and applicable herein are as follows:
Partners $550-$613
Managing Directors $538-$563
Director/Senior Managers $513-$550
Managers $388-$500
Senior Associates $313-$363
Associates $200-$225
The majority of fees to be charged for Tax Restructuring Services
reflect a reduction of approximately 35%-40% from KPMG's normal and
customary rates, depending on the types of services to be rendered.
The hourly rates for Tax Restructuring Services to be rendered by
KPMG and applicable herein are as follows:
Partners $715
Managing Directors $700
Director/Senior Managers $667
Managers $505
Senior Associates $406
Associates $260
The majority of fees to be charged for Bankruptcy Accounting and
Fresh Start Reporting Services reflect a reduction of approximately
35% from KPMG's normal and customary rates, depending on the types
of services to be rendered. The hourly rates for Bankruptcy
Accounting and Fresh Start Reporting Services to be rendered by
KPMG and applicable herein are as follows:
Partners $750
Managing Directors $750
Director/Senior Managers $625
Managers $560
Senior Associates $445
Associates $310
The majority of fees to be charged for general tax consulting
services reflect a reduction of approximately 25% from KPMG's
normal and customary rates, depending on the types of services to
be rendered. The hourly rates for general tax consulting services
to be rendered by KPMG and applicable herein are as follows:
Partners $825-$919
Managing Directors $807-$844
Director/Senior Managers $769-$825
Managers $581-$750
Senior Associates $469-$544
Associates $300-$338
KPMG will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Howard Steinberg, partner of KPMG, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
KPMG can be reached at:
Howard Steinberg
KPMG LLP
345 Park Avenue
New York, NY 10154
Tel: (212) 758-9700
Fax: (212) 758-9819
About RCS Capital
New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor. With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.
RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016. The RCS Debtors' petitions were signed
by David Orlofsky as chief restructuring officer. The Debtors
disclosed total assets of $1.97 billion and total debts of $1.39
billion. RCS Capital Corp. disclosed total assets of
$1,403,924,232 and total liabilities of $912,449,960.
RCS Capital's affiliates led by Cetera Advisor Networks Insurance
Services, LLC and Cetera Financial Group, Inc. filed separate
Chapter 11 petitions (Bankr. D. Del. Case Nos. 16-10730 to
16-10748) on March 26, 2016. The cases are jointly administered
under the Chapter 11 case of RCS Capital Corporation, Case No.
16-10223.
The RCS and Cetera Debtors have engaged Dechert LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel,
Zolfo Cooper Management, LLC as restructuring advisor, Lazard
Freres & Co. LLC as investment banker and Prime Clerk LLC as
administrative advisor and claims and noticing agent.
Cetera Advisor Networks Insurance Services, LLC, estimated under
$50,000 in assets and $500 million to $1 billion in debts. The
Cetera Debtors' petitions were signed by Carol Flaton, chief
restructuring officer.
RELATIVITY FASHION: Court Oks Payment Confirmation Agreement
------------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York approved Relativity Fashion, LLC, et
al.'s payment confirmation agreement and release dated Feb. 3,
2016, with Relativity Europacorp Distribution, LLC.
Pursuant to that certain services agreement entered into as of Feb.
20, 2014:
1. RED is required to pay RML, among other amounts, the Fees
related to certain expenses RML incurred on behalf of RED; and
2. RED is obligated to pay RML Fees related to employee health
and welfare benefit plan expenses RML incurred on behalf of certain
RED personnel for the period beginning on Jan. 1, 2015, and ending
on Aug. 31, 2015, after which time RML ceased to make such
payments;
3. RED is obligated to pay RML Fees related to rent for the
facilities located at 9242 Beverly Boulevard, Beverly Hills,
California, and 315 Park Avenue, New York City or the period
beginning on Jan. 1, 2015, and ending on Dec, 31, 2015;
4. RED is obligated to pay RML Fees related to compensation for
Peter Adee, RED's Interim President, which was paid by RML on
behalf of RED for the period beginning on Jan. 1, 2015, and ending
on Dec. 31, 2015; and
5. the Parties have confirmed that the total amount of the
Benefits Expenses, Rent Expenses and Interim President Expenses are
$410,228, $835,707 and $266,666, respectively, and $1,512,603 in
total.
The Court has authorized the parties to, among other things:
-- RED will make a one-time wire transfer in the amount of
$1,512,603 to an account designated by RML. The Parties agree and
acknowledge that the payment will fully satisfy and extinguish all
of RED's obligations to RML, its affiliates, or any other person or
entity with respect to the Expenses and all Fees related to the
Expenses. For the avoidance of doubt, only RED's obligations with
respect to the Expenses and the Fees related to the Expenses are
satisfied by this Agreement, and the Parties acknowledge that they
are in discussions regarding other amounts that may be owing under
the Services Agreement that are separate and apart from the
Expenses, including, but not limited to Fees or other obligations
that are not related to the Expenses.
-- for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the execution of the
Agreement, each Party, for itself and for its parents,
subsidiaries, affiliates, divisions, predecessors, successors,
assigns, and each of their respective directors, officers,
partners, attorneys, shareholders, administrators, employees,
agents, representatives, employment benefit plans, plan
administrators, fiduciaries, trustees, insurers and re-insurers,
agents, and all of their predecessors, successors and assigns,
hereby releases the other Party and its parents, subsidiaries,
affiliates, divisions, predecessors, successors, assigns, and each
of their respective directors, officers, partners, attorneys,
shareholders, administrators, employees, agents, representatives,
employment benefit plans, plan administrators, fiduciaries,
trustees, insurers and re-insurers, agents, and all of their
predecessors, successors and assigns of any and all claims,
covenants, debts, liabilities, demands, obligations, promises,
acts, contracts, agreements, costs, expenses, attorneys' fees,
damages, actions, and causes of action of every nature, character,
and description, whether in in law or in equity, arising only from
the Obligations and the previous non-payment of the Obligations.
The Released Claims will not include any Fees or other obligations
that are not related to the Expenses.
The Debtors are represented by:
Craig A. Wolfe, Esq.
Malani J. Cademartori, Esq.
Blanka K. Wolfe, Esq.
SHEPPARD MULLIN RICHTER & HAMPTON LLP
30 Rockefeller Plaza
New York, NY 10112
Tel: (212) 653-8700
Fax: (212) 653-8701
Richard L. Wynne, Esq.
Bennett L. Spiegel, Esq.
Lori Sinanyan, Esq.
JONES DAY
222 East 41st Street
New York, NY 10017
Tel: (212) 326-3939
Fax: (212) 755-7306
About Relativity
Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music. More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.
Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The
case is assigned to Judge Michael E. Wiles.
The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.
Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager. Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker. The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.
The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.
* * *
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct. 21, 2015, completed its purchase of the assets of Relativity
Television.
After selling their TV business, the Debtors and CEO Ryan C.
Kavanaughfiled a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.
Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors
in raising up to $100 million of new equity to fund the Plan.
The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth
Amended Plan. A copy of the Fourth Amended Plan is available at
http://is.gd/wZI1gd
REX ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchange Offer
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Rex Energy Corp. to 'SD' from 'CC'. S&P
also lowered the issue-level rating on the company's senior
unsecured notes to 'D' from 'C'. The recovery rating is '5',
indicating S&P's expectation of modest (10% to 30%, high end of the
range) recovery in the event of a default.
"The downgrade follows Rex's announcement that it has closed an
exchange offer to existing holders of its 8.875% and 6.25% senior
unsecured notes for a new issue of 8% senior secured second-lien
notes due 2020 (not rated) and shares of common equity," said
Standard & Poor's credit analyst Aaron McLean.
The new notes will bear interest at a rate of 1% per annum for the
first three interest payments after issuance and 8% per annum
payable in cash thereafter. The company's exchange offer to
holders of both the 6.25% and 8.875% senior unsecured notes
includes 100% of par value and 15 shares of common stock. S&P
views the transaction as a distressed exchange because at the close
of the transaction investors will receive interest at a later date,
and to an extent, a lesser amount than promised on the original
securities. S&P expects to review the corporate credit and
issue-level ratings when it assess the likelihood of further debt
exchanges as low. S&P's analysis will incorporate the company's
current liquidity position, while still taking into account its
challenging operating environment and high leverage measures.
SAMSONITE INTERNATIONAL: Moody's Assigns Ba2 CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating to
Samsonite International S.A. and a Ba2 rating to Samsonite's $2.425
billion senior secured credit facilities ($1.25 billion Term Loan
A, $500 million revolver and $675 million Term Loan B). Moody's
also assigned an SGL-1 speculative grade liquidity rating. The
rating outlook is stable.
"Proceeds from the term loans will be used to fund Samsonite's $1.8
billion acquisition of Tumi announced last month," said Kevin
Cassidy, Senior Credit Officer, at Moody's Investors Service. The
deal is expected to close in the second half of 2016.
The term loans are guaranteed by the company's domestic operating
subsidiaries and are secured on a first lien basis by substantially
all of the assets of Samsonite and its domestic subsidiaries. The
Ba2 rating on the term loans is the same as the CFR as this
represents the preponderance of debt in Samsonite's capital
structure.
The SGL 1 Speculative Grade Liquidity rating reflects Samsonite's
very good liquidity profile, highlighted by pro forma cash balances
of around $250 million, a manageable debt maturity schedule with no
significant maturities until 2021 (term loan A and revolver),
access to an undrawn $500 million revolving credit facility, and
Moody's expectation of $100 to $150 million of free cash flow in
the next year with capital expenditures estimated around $125
million. Moody's expects adequate headroom of at least 30% under
financial covenants (leverage and interest coverage) over the next
year. Moody's anticipates no share repurchases in 2016 or 2017.
Ratings assigned:
Corporate Family Rating at Ba2;
Probability of Default Rating at Ba2-PD;
$1.25 billion Term Loan A due 2021 at Ba2 (LGD 3);
$500 million Revolver due 2021 at Ba2 (LGD 3);
$675 million Term Loan B due 2023 at Ba2 (LGD 3);
Speculative Grade Liquidity Rating at SGL 1;
Outlook is stable
RATINGS RATIONALE
Samsonite's Ba2 Corporate Family Rating reflects its substantial
size for its product niche with pro forma revenue around $3 billion
and solid credit metrics with pro forma debt/EBITDA under 4 times
and pro forma EBIT/interest over 4 times. Moody's expects leverage
to approach 3 times in the next two years due to debt repayment
with free cash flow and earnings growth. Because of Samsonite's
sensitivity to discretionary consumer spending, Moody's expects
Samsonite's credit metrics to be stronger than other
similarly-rated consumer durable companies. The rating benefits
from strong brand recognition and market share for Samsonite
luggage and Tumi bags and accessories. The presence that Tumi
brings in the premium segment of the global business bags, travel
luggage and accessories market is considered. The rating also
reflects Samsonite's substantial geographic diversification, with
Asia and North America each generating over 35% of pro forma
revenue and Europe around 20%. The uncertain economic environment
in Asia constrains the ratings, but at the same time this region
represents the biggest opportunity for growth due to its large
population and growing economy. Samsonite is susceptible to
geo-political risks that affect travel behavior such as the 911
terrorist attacks.
The stable outlook reflects Moody's view that the company's
operating performance will remain strong and that leverage will be
sustained around 3 times. A temporary spike in leverage between
3.5 and 4.0 times is consistent with a stable outlook provided
leverage quickly approaches 3.0 times.
If the company's operating performance were to materially weaken
for any reason, the rating could be lowered. Significant changes
in travel patterns could prompt a downgrade. Key credit metrics
driving a downgrade would be debt/EBITDA sustained above 4 times.
An upgrade is unlikely in the near term given the economic
uncertainties in Asia and Europe. Key credit metrics that could
prompt an upgrade over the longer term are: debt/EBITDA approaching
2 times and interest coverage sustained above 6 times.
Samsonite International S.A. engages in the design, manufacture,
sourcing, and distribution of travel luggage bags worldwide. It
offers luggage, business, computer, outdoor, and casual bags, as
well as travel accessories and slim protective cases under the
Samsonite, American Tourister, Hartmann, High Sierra, Gregory,
Speck, and Lipault brands, as well as other owned and licensed
brand names. Tumi Holdings, Inc. is a designer, producer and
marketer of a comprehensive line of travel and business products
and accessories in multiple categories. Tumi's product offerings
include travel bags, business cases, totes, handbags, business and
travel accessories and small leather goods. Combined revenue of
Samsonite and Tumi for the twelve month ended Dec. 31, 2015,
approximated $3 billion.
SANJEL (USA) INC: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Petitioner: PricewaterhouseCoopers Inc.
Chapter 15 Debtors:
Sanjel (USA) Inc. 16-50778
111 5 Ave. SW #3100
Calgary, AB T2P 5L3
Canada
Sanjel Corporation 16-50784
Suretech Group Ltd. 16-50786
Sanjel Energy Services (USA) Inc. 16-50795
Suretech Completions (USA) Inc. 16-50789
Sanjel Capital (USA) Inc. 16-50783
Terracor Group Ltd. 16-50790
Terracor (USA) Inc. 16-50791
Terracor Resources (USA) Inc. 16-50793
Terracor Logistics (USA) Inc. 16-50794
Type of Business: Oil, Gas & Coal
Chapter 15 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Chapter 15 Petitioner's Deborah D. Williamson, Esq.
Counsel: Patrick L. Huffstickler, Esq.
Patrick B. McMillin, Esq.
DYKEMA COX SMITH
112 E. Pecan St., Ste. 1800
San Antonio, TX 78205
Tel: (210) 554-5500
Fax: (210) 226-8395
Email: phuffstickler@dykema.com
dwilliamson@dykema.com
pmcmillin@dykema.com
- and -
Reese A O'Connor, Esq.
VINSON & ELKINS LLP
1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel: 713-758-2551
Email: roconnor@velaw.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
SANJEL (USA) INC: Seeks U.S. Recognition of CCAA Proceedings
------------------------------------------------------------
Canada's Sanjel Corporation and nine of its subsidiaries sought
creditor protection in the United States by filing cases under
Chapter 15 of the Bankruptcy Code on April 4, 2016. The petitions,
signed by PricewaterhouseCoopers Inc., the court-appointed foreign
representative of the Chapter 15 Debtors, seek recognition in the
United States of proceedings pending in the Court of Queen's Bench
of Alberta, Judicial Centre of Calgary under the Companies'
Creditors Arrangement Act.
The Chapter 15 Debtors commenced these cases "to achieve a
Court-approved restructuring of the entire Sanjel Group, which may
involve the restructuring, sale and/or recapitalization of some or
all of the entities in the Sanjel Group," according to Deborah D.
Williamson, Esq., at Dykema Cox Smith, counsel for the Monitor.
"Because of the highly integrated nature of the Sanjel Group's
business and the presence of assets and operations in Canada and
the U.S., the Chapter 15 Debtors anticipate that highly-coordinated
proceedings are required," she added.
The Monitor said it seeks expedited relief because the Chapter 15
Debtors are on an expedited schedule to market their assets as part
of their Canadian Proceedings. Also, the Monitor maintained, a
meeting is currently scheduled for April 14, 2016, in regard to
Senior Bonds at which the holders of the Senior Bonds will be asked
to vote on, among other things, instructing the Trustee to
immediately begin exercising remedies against the Chapter 15
Debtors, a process the Monitor and the Chapter 15 Debtors believe
will be detrimental to the Chapter 15 Debtors and other creditors.
On June 18, 2014, Sanjel Corp issued US$300,000,000 principal
amount 7.5% Senior Bonds due June 19, 2019, pursuant to a Bond
Agreement entered into between Sanjel Corp and Nordic Trustee ASA
as trustee. Sanjel Corp decided not to make a semi-annual interest
payment of US$11,250,000 which was due and owing on Dec. 19, 2015,
under the Bond Agreement, "given the extremely constrained working
capital situation it was facing at the time." This non-payment of
interest was a default of the Bond Agreement and a cross-default
under the Bank Credit Agreement.
On April 4, 2016, the Chapter 15 Debtors instituted the Canadian
Proceedings by filing applications for the commencement of
reorganization proceedings pursuant to the CCAA in the Canadian
Court. On the same day, the Canadian Court granted an initial
order for relief in the Canadian Proceedings pursuant to which a
stay is in place in Canada which prohibits any proceeding or
enforcement process against the Chapter 15 Debtors or their assets.
Also, the Canadian Court appointed PwC as the "Monitor" of the
Canadian Proceedings under the Initial Order.
According Ms. Williamson, the decline in oil prices has severely
curtailed the revenues of North American oil and gas exploration
and production companies, including the Sanjel Group, as North
American E & P Companies are drilling far fewer oil and gas wells.
In addition, Ms. Williamson noted, even on drilled wells, North
American E & P Companies are simply deferring the completion of
many wells until commodity prices recover. These factors have had
a direct negative impact on the Sanjel Group's revenue because the
amount of work available from North American E & P Companies has
decreased significantly.
As of March 31, 2016, the Chapter 15 Debtors' cash balances have
decreased to C$58,200,000 from C$137,000,000 as at Dec. 31, 2015,
Court documents show.
Ms. Williamson said that as a result of the decreasing revenues and
profitability earned by the Sanjel Group, certain covenants under
the Bank Credit Agreement were breached in late 2015. Since late
December of 2015, the Syndicate has been in a position to exercise
enforcement rights under the Bank Credit Agreement, including
accelerating all amounts outstanding under the Facility. Pursuant
to an Amended and Restated Credit Agreement dated as of April 21,
2015, Sanjel Corp and Sanjel (USA) Inc., as borrowers, are party to
a secured credit facility with a three-year term with a syndicate
of twelve financial institutions led by Alberta Treasury Branches
(collectively the "Syndicate"). The total amount currently
outstanding under the Bank Credit Facility is approximately
C$396,700,000, Court documents show.
The Monitor said Sanjel Group has taken aggressive steps to attempt
to cut its costs in anticipation of and in reaction to declining
revenues. Over the past 18 months, Sanjel Group has, among other
things, reduced staffing levels from approximately 4300 to
approximately 2200 employees; instituted across the board salary
and benefit reductions; and consolidated, closed and suspended
various locations.
In addition, the Sanjel Group entities are involved in a number of
litigation actions, in the ordinary course of business. Two
material current litigation actions are:
(a) Three class actions commenced in the U.S. alleging breaches
of labor laws. The total potential exposure for the one
class action that has been thoroughly analyzed by the Sanjel
Group, if proven, believed not to exceed US$5,000,000. The
exposure with respect to the other two class actions has not
been analyzed; and
(b) A claim by Preferred Sands of Canada, ULC and Preferred
Pipeline, LLC, alleging a multi-year breach of a take-or-pay
sand supply contract, in which the amount claimed is
US$29,000,000.
A copy of the Chapter 15 Petition is available for free at:
http://bankrupt.com/misc/9_SANJEL_Petition.pdf
About Sanjel (USA)
Headquartered in Calgary, Alberta, Sanjel Corp, through its
subsidiaries comprising the Sanjel Group, is an independent oil and
gas services company. The Sanjel Group's pressure pumping
operations provide fracturing, cementing, coiled tubing and
reservoir solutions services in Canada, the U.S. and Saudi Arabia
(via its joint venture). Through the Suretech entities, the Sanjel
Group offers patented multistage completions system solutions for
unconventional reservoir development with operations in the USA,
Canada and the other international locations.
As of Jan. 31, 2016, Sanjel Group had consolidated assets of
approximately C$1,438,788,000 and consolidated liabilities of
approximately C$1,104,602,000. The majority of the current
liabilities include accounts payable (approximately C$134,646,000),
indebtedness under the Facility, indebtedness to the Senior Bonds
(the amount outstanding under the Facility and the Senior Bonds
were together, approximately C$890,638,000 plus interest payable of
C$18,659,000) and future tax liability (approximately
C$51,219,000), as disclosed in Court documents.
As of the Petition Date, the Chapter 15 Debtors had more than
$500,000,000 in assets in the United States (at book value), with
more than 50% of those assets located in Texas.
The Chapter 15 Debtors seek joint administration of their cases
under Lead Case No. 16-50778.
The Chapter 15 cases are pending in the U.S. Bankruptcy Court for
the Western District of Texas and assigned to Judge Craig A.
Gargotta.
SANJEL CORP: Inks Asset Sale Agreements, Initiates CCAA Process
---------------------------------------------------------------
Sanjel Corporation ("the Company" or "Sanjel") on April 4 announced
the signing of two transformative agreements for its sale to two
separate North American pressure pumping providers.
Sanjel has signed a definitive agreement for the sale of its
Canadian fracturing, coiled tubing and cementing assets to STEP
Energy Services Ltd. ("STEP"), an ARC Financial Corp. sponsored
company. STEP is a privately owned, technically focused, oilfield
services company providing specialized coiled tubing and associated
pressure pumping equipment and fracturing services.
Concurrently, Sanjel also announced that it has signed a definitive
agreement for the sale of its United States fracturing, coiled
tubing and cementing assets to Liberty Oilfield Services
("Liberty"). Liberty is an innovative oilfield service company
providing specialized stimulation services to optimize well
production. Liberty currently operates in the Williston, DJ and
Powder River basins and is headquartered in Denver, CO.
Sanjel also announced on April 4 that it has initiated a
Court-supervised restructuring process to facilitate the closing of
the two sale agreements. The Company on April 4 obtained an
initial order (the "initial Order") from the Court of Queen's Bench
of Alberta under the Companies' Creditors Arrangement Act ("CCAA").
The Court appointed PricewaterhouseCoopers Inc. as Monitor of
Sanjel during this process. The Company has also applied for
recognition of the Initial Order under Chapter 15 of the US
Bankruptcy Code.
The Company anticipates operating on an uninterrupted basis
throughout the CCAA process until closing of the transactions. The
Company has arranged interim financing for this purpose with its
existing twelve member banking syndicate. Closing of the sale
transactions are anticipated over the next 30 days.
Over the past 34 years, Sanjel has been providing premium pressure
pumping services to a wide variety of oil and gas companies in
North America. Its reputation for best in class service quality
and Health, Safety and Environmental performance will continue with
its new owners in Canada and the United States.
PricewaterhouseCoopers Inc. will make information relevant to the
restructuring process available on their website at
http://www.pwc.com/ca/sanjel
Sanjel is a specialized, privately owned global energy service
company.
SDI SOLUTIONS: Proposes April 28 Auction for All Assets
-------------------------------------------------------
SDI Solutions LLC, et al., have sought approval of an April 25,
2016 deadline for initial bids and an April 28 auction, as part of
their plans to sell substantially all of their assets. A hearing
on the bidding procedures was scheduled for April 5.
As reported by the Troubled Company Reporter on March 15, 2016, the
Debtors reached an agreement with with PGV Solutions Midwest, LLC,
prior to the Petition Date, pursuant to which PGV has agreed
to serve as the stalking horse purchaser of the Debtors' assets.
The sale will be subject to higher or otherwise better offers. The
purchase price of the assets will consist of an assumption of
indebtedness and a credit bid of up to the amount of the Stalking
Horse Purchaser's secured claims against the Debtors, which is
estimated to be approximately $17 million plus an assumption of
liabilities.
A copy of the summary of the terms of the Stalking Horse Agreement,
as well as the summary of proposed bidding procedures, is available
for free at:
http://bankrupt.com/misc/SDISOLUTIONS_19_sale.pdf
If the bid is for all or substantially all of the offered assets,
it must have a value to the Debtors that is greater than or equal
to the sum of the value offered under the Stalking Horse Agreement
and $400,000.
Bids must be received by no later than April 25, 2016, at 5:00 p.m.
(prevailing Eastern Time).
If the Debtors receive one or more qualified bids in addition to
the Stalking Horse Agreement, the Debtors will conduct the auction
of the offered assets, which will be transcribed at April 28, 2016,
at 10:00 a.m. (prevailing Eastern Time).
Bidding at the Auction will have bidding increments providing a net
value to the estate of at least an additional $150,000 above the
prior bid.
The Debtors will seek entry of an order from the Court at the sale
hearing to start by May 2, 2016, to approve and authorize the sale
transaction to the successful bidder on terms and conditions
determined in accordance with the Bidding Procedures.
The Debtors propose that any objections to the Sale be filed by
4:00 p.m. (prevailing Eastern Time) on April 29, 2016.
About SDI Solutions
SDI Solutions LLC and SDI Opco Holdings, LLC sought protection
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware (Delaware) (Bankr. D. Del., Case
Nos. 16-10627 and 16-10628) on March 13, 2016. The petition was
signed by David Sullivan, chief executive officer.
The cases are jointly administered under Case No. 16-10627.
The Debtors are represented by Stuart M. Brown, Esq., Kaitlin
MacKenzie Edelman, Esq., and Thomas R. Califano, Esq., at DLA Piper
LLP (US). The Debtors tapped Gulf Atlantic Capital Corp. as their
financial advisor and Donlin, Recano & Company Inc. as their claims
and noticing agent.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
SEA SHELL COLLECTIONS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Sea Shell Collections LLC, owner and operator of a shopping center
in Gulf Breeze, Florida, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Fla. Case No. 16-30304) on March 31, 2016, listing
total assets of $21.28 million and total liabilities of $37.03
million.
Contemporaneously with the petition, the Debtor has requested
various types of relief in a number of "first day" motions and
applications, intended to, among other things, maintain its ability
to continue its business operations with minimal disruption,
maintain tenant confidence and prevent unnecessary harm to the
estate and its creditors as a result of the filing.
Specifically, the Debtor seeks: (a) authority to use cash
collateral of its existing lender in order to continue to operate
successfully; (b) permission to employ Richard M. Colbert, PLLC, as
its attorney; and (c) authority to pay pre- and post-petition
accounts for electrical services or utilities.
The petition was signed by James C. Moulton as president - Moulton
Properties, Inc., manager.
SEABOARD REALTY: Reaches Accord with Lenders on Sale
----------------------------------------------------
Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review,
reported that Seaboard Realty LLC said on April 4 it has reached a
deal with a majority of its mortgage lenders that largely settles
the company's bankruptcy turbulence and facilitates a sale of its
residential and commercial properties in or near Stamford, Conn.
According to the report, during a hearing at the U.S. Bankruptcy
Court in Wilmington, Del., lawyers for Seaboard told Judge Laurie
Silverstein that its lenders have agreed to a deal that keeps the
company operating and funds the proposed sale process. Lenders,
wary of the cost of a restructuring, had previously sought to have
the chapter 11 case dismissed, the report related.
As previously reported by The Troubled Company Reporter, citing Dow
Jones' Daily Bankruptcy Review, a bankruptcy judge denied a request
by the Justice Department to appoint an examiner to investigate
Seaboard Realty LLC's finances, but only after the agency delivered
a searing report on the state of the company's bankruptcy.
According to the report, during a hearing on March 23 at the U.S.
Bankruptcy Court in Wilmington, Del., David Buchbinder, a lawyer
for Acting U.S. Trustee Andrew Vara -- a watchdog appointed by the
Justice Department -- told Judge Laurie Silverstein that the
company wasn't prepared for bankruptcy and couldn't explain
discrepancies between documents filed with the bankruptcy court
and
its own ledgers.
About Seaboard Realty
Seaboard Realty LLC and certain of its affiliates on Dec. 13,
2015, filed petitions with the United States Bankruptcy Court for
the District of Delaware seeking protection under Chapter 11 of
the
United States Bankruptcy Code.
Seaboard and its affiliates own a portfolio of first class
commercial real estate in Stamford, Connecticut, including office,
residential and hotel properties. All operations are expected to
continue as normal throughout this process.
The Chapter 11 filing includes Seaboard Realty LLC and a number of
affiliates it manages, which own the equity of subsidiaries that
directly own the properties, but does not include the
property-owning subsidiaries themselves.
Seaboard Realty LLC is owned by John DiMenna, Thomas Kelly and
William Merritt. Mr. DiMenna actively managed the Seaboard
operations as the managing member of Seaboard Realty LLC, and
managed the properties owned by its affiliates through a
property-management company owned solely by Mr. DiMenna.
The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases, with all further
pleadings or other papers to be filed in the case of Newbury
Common Associates, LLC, Case No. 15-12507 (LSS).
The Debtors tapped Dechert LLP as counsel and directing
the accounting firm of Anchin, Block and Anchin as forensic
accountant.
SH 130 CONCESSION: Proposes Jackson Walker as Secondary Counsel
---------------------------------------------------------------
SH 130 Concession Company, LLC, asks the Bankruptcy Court for
authority to employ Jackson Walker LLP as secondary bankruptcy
counsel.
The firm will:
a. Provide legal advice and services regarding local rules,
practices, and procedures;
b. Provide certain services in connection with administration of
the chapter 11 cases, including, without limitation, preparing
agenda letters, hearing notices, and hearing binders of documents
and pleadings;
c. Review and comment on proposed drafts of pleadings to be
filed with the Court as second bankruptcy counsel to the Debtors;
d. At the request of the Debtors, in consultation with Gibson
Dunn, appear in Court and at any meeting with the U.S. Trustee and
any meeting of creditors at any given time on behalf of the Debtors
as their secondary bankruptcy counsel; and
e. Perform all other services assigned by the Debtors, in
consultation with Gibson Dunn to the Firm as secondary bankruptcy
counsel to the Debtors.
The Firm's fees are determined principally on the basis of time
billed at hourly rates. The Firm's hourly rates vary with the
experience and seniority of its attorneys and legal assistants, and
are adjusted on October 1 of each year. Work is assigned among the
attorneys and other professionals so as to meet the Debtors' needs,
including timing requirements, in an economically efficient manner,
typically resulting in blended rates of approximately $425 an
hour.
Patricia B. Tomasco's hourly rate is currently $675 while Jennifer
F. Wertz's hourly rate is $415. The rates of other attorneys in
the Firm range from $275 to $745 an hour and paralegal rates are
$215 an hour.
Patricia B. Tomasco, Esq., a partner at Jackson Walker, assures the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor.
The firm can be reached at:
Patricia B. Tomasco, Esq.
Jennifer F. Wertz, Esq.
JACKSON WALKER LLP
100 Congress Ave., Suite 1100
Austin, Texas 78701
Tel: (512) 236-2000
Fax: (512) 236-2002
E-mail: ptomasco@jw.com
jwertz@jw.com
About SH 130 Concession
Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 (the "Tollway") in partnership with the Texas
Department of Transportation.
The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer. The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.
Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire. They have no
operations and have no creditors.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.
Judge Tony M. Davis has been assigned the case.
SH 130 CONCESSION: Seeks to Employ Gibson Dunn as Counsel
---------------------------------------------------------
SH 130 Concession Company, LLC, and its debtor-affiliates seek
authority to employ Gibson, Dunn & Crutcher, LLP, as their general
bankruptcy and restructuring counsel, effective as of the Petition
Date.
The Debtors seek to employ Gibson Dunn on an hourly basis to act as
the Debtors' general bankruptcy and restructuring counsel in the
Chapter 11 cases and in matters that arise with respect thereto or
to the Debtors, and to provide the Debtors with general legal
services in other areas, including, without limitation, legal
services relating to the operation of the Debtors' businesses,
securities laws, tax, and corporate governance. In particular, the
Debtors anticipate that Gibson Dunn will render, among others, the
following professional services:
(a) advise the Debtors of their rights, powers, and duties as
debtors in possession under chapter 11 of the Bankruptcy Code;
(b) prepare, on behalf of the Debtors, all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules, and other documents; and review all
financial and other reports to be filed in the Chapter 11 Cases;
(c) advise the Debtors concerning, and prepare responses to,
applications, motions, other pleadings, notices, and other papers
that may be filed and served in the Chapter 11 Cases;
(d) advise the Debtors with respect to, and assist in the
negotiation and documentation of, financing agreements and related
transactions;
(e) review the nature and validity of any liens asserted against
the Debtors' property and advise the Debtors concerning the
enforceability of such liens;
(f) advise the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;
(g) counsel the Debtors in connection with the formulation,
negotiation, and promulgation of a plan of reorganization and
related documents;
(h) advise and assist the Debtors in connection with any
potential property dispositions;
(i) advise the Debtors concerning executory contract and
unexpired lease assumptions, assignments, and rejections as well as
lease restructurings and recharacterizations;
(j) assist the Debtors in reviewing, estimating, and resolving
claims asserted against the Debtors' estates;
(k) commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtors, protect assets of
the Debtors' chapter 11 estates, or otherwise further the goal of
completing the Debtors' successful reorganization;
(l) provide corporate, employee benefit, environmental,
litigation, tax, and other general non-bankruptcy services to the
Debtors to the extent requested by the Debtors and agreed to by
Gibson Dunn; and
(m) perform all other necessary or appropriate legal services in
connection with the Chapter 11 Cases for or on behalf of the
Debtors as requested by the Debtors and agreed to by Gibson Dunn.
On May 23, 2013, as security for payment of fees and expenses, the
Debtors made an advance payment to Gibson Dunn of approximately
$150,000, which advance payment has been refreshed and increased
throughout the prepetition period. In accordance with the
Engagement Letter, throughout the prepetition period, Gibson Dunn
applied fees earned and expenses incurred against the Advance
Payment.
Shortly before the Petition Date, Gibson Dunn applied the Advance
Payment to pay all then accrued and anticipated unpaid fees for
services performed and expenses incurred. Due to the ordinary
course and the unavoidable reconciliation of fees and submission of
expenses immediately prior to the Petition Date, and a last minute
decision to push the filing date by one day, Gibson Dunn incurred
some fees and expenses in the days prior to filing that while
covered by the Advance Payment were not applied against the
remaining Advance Payment prior to the Petition Date. Gibson Dunn
seeks the Court's approval to apply the Advance Payment to these
amounts. To the extent Gibson Dunn incurred any unbilled fees or
reimbursable expenses in excess of the Advance Payment, Gibson Dunn
will not seek payment of such amounts and agrees to waive any claim
against Debtors for such amounts. Accordingly, the Debtors will
not owe Gibson Dunn any sums for prepetition services.
Gibson Dunn intends to (a) charge for its legal services on an
hourly basis in accordance with its ordinary and customary hourly
rates in effect on the date services are rendered, and (b) seek
reimbursement of actual and necessary out-of-pocket expenses.
Gibson Dunn's current hourly rates for matters related to the
Chapter 11 cases are as follows: $995 to $1,165 for partners, $585
to $855 for associates, and $410 for paraprofessionals. Gibson
Dunn's hourly rates are set at a level designed to compensate
Gibson Dunn fairly for the work of its attorneys and
paraprofessionals and to cover fixed and routine expenses.
David M. Feldman, Esq., a partner at Gibson Dunn, assures the Court
that the Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor.
The firm can be reached at:
David M. Feldman, Esq.
Matthew K. Kelsey, Esq.
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, New York 10166-0193
Tel: (212) 351-4000
Fax: (212) 351-4035
E-mail: DFeldman@gibsondunn.com
MKelsey@gibsondunn.com
About SH 130 Concession
Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 (the "Tollway") in partnership with the Texas
Department of Transportation.
The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer. The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.
Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire. They have no
operations and have no creditors.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.
Judge Tony M. Davis has been assigned the case.
SHERIDAN FUND I: S&P Affirms 'CCC+' Rating on Credit Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
issue rating on Sheridan Production Partners I-A, Sheridan
Investment Partners I, and Sheridan Production Partners I-M's
(Sheridan Fund I) revolving credit facility and removed it from
CreditWatch, where S&P placed it on Feb. 2, 2016, with negative
implications. The recovery rating remains '1', indicating S&P's
expectation of very high recovery (90%-100%) if a payment default
occurs. The 'CCC-' issuer credit rating remains unchanged, and the
outlook is negative.
"The rating action follows our updated recovery analysis for
Sheridan Fund I," said Standard & Poor's credit analyst Trevor
Martin. The valuation reflects the company's most recent PV-10
report, using S&P's revised price assumptions of $50 per barrel for
West Texas Intermediate crude oil and $3.00 per million Btu for
Henry Hub natural gas.
The issuer credit rating is 'CCC-', based on S&P's forward-looking
opinion that further restructurings are likely in the next six
months. For the same reason, the ratings on the first-lien senior
secured term loan will remain at 'D' until S&P believes that the
prospect of additional prepayments is remote.
The negative outlook reflects S&P's view that further reductions in
the borrowing base are likely to strain what S&P already perceives
to be a "weak" liquidity position. S&P also believes that
additional below-par prepayments are likely in the next six months.
S&P is unlikely to revise the outlook to stable unless oil and gas
prices show growth and stability.
SHERIDAN FUND II: S&P Affirms 'CCC' Rating on Credit Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC' issue
rating on Sheridan Production Partners II-A, Sheridan Investment
Partners II, and Sheridan Production Partners II-M's (Sheridan Fund
II) revolving credit facility and removed it from CreditWatch,
where S&P placed it on Feb. 2, 2016, with negative implications.
The recovery rating remains '2', indicating S&P's expectation of
substantial recovery (70%-90%; the lower end of the range) if a
payment default occurs. The 'CCC-' issuer credit rating remains
unchanged, and the outlook is negative.
The rating action follows S&P's updated recovery analysis for
Sheridan Fund II. "The valuation reflects the company's most
recent PV-10 report, using our revised price assumptions of
$50 per barrel for West Texas Intermediate crude oil and $3.00 per
million Btu for Henry Hub natural gas," said Standard & Poor's
credit analyst Trevor Martin.
The issuer credit rating is 'CCC-', based on S&P's forward-looking
opinion that further restructurings are likely in the next six
months. For the same reason, the ratings on the first-lien senior
secured term loan will remain at 'D' until S&P believes that the
prospect of additional prepayments is remote.
The negative outlook reflects S&P's view that further reductions in
the borrowing base are likely to strain what S&P already perceives
to be a "weak" liquidity position. S&P also believes that
additional below-par prepayments are likely in the next six months.
S&P is unlikely to revise the outlook to stable unless oil and gas
prices show growth and stability.
SIGA TECHNOLOGIES: Shareholders Campaign for Rights After Ch. 11
----------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that Siga Technologies Inc. shareholders say they
shouldn't lose their voting rights under an unusual chapter 11 plan
that lets the company exit bankruptcy with a big question mark over
its future course.
According to the report, up for court review in New York is a
chapter 11 exit plan that gives Siga months to make major decisions
about its future without having to account either to a bankruptcy
judge or to shareholders.
As previously reported by The Troubled Company Reporter, citing Dow
Jones' Daily Bankruptcy Review, shareholders are asking a
bankruptcy judge to block the chapter 11 exit plan of Siga
Technologies Inc., which makes an experimental smallpox remedy
that's part of the national biodefense stockpile.
According to the report, PharmAthene Inc. bested Siga in
litigation
over a failed deal that was driven by hopes the drug, tecovirimat,
would be a blockbuster. It hasn't borne out that potential, but
tecovirimat is one of the drugs the government keeps on hand in
case of a biological attack.
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.
* * *
The Court scheduled a confirmation hearing on April 5, 2016.
SPENDSMART NETWORKS: Delays Filing of 2015 Annual Report
--------------------------------------------------------
SpendSmart Networks, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2015. The Company said it requires additional time to
complete the financial statements for the year ended Dec. 31, 2015,
and cannot, without unreasonable effort and expense, file its Form
10-K on or before the prescribed filing date.
About SpendSmart Networks
SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues. These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems. We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets. The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.
SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $8.52 million in total
assets, $4.48 million in total liabilities and $4.04 million in
total stockholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation. These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern.
SPORTS AUTHORITY: April 22 Auction of Assets
--------------------------------------------
Sports Authority Holdings, Inc., et al., informed the U.S.
Bankruptcy Court that the correct proposed date for the auction of
substantially all of their assets is April 22, 2016, instead of
April 24, 2016, as inadvertently listed in the Sale Procedures
Motion, and that the proposed Sale Timeline is accurate in all
respects as provided in the Motion.
The Debtors, in consultation with their advisors, determined that
it is in the best interest of their estates to immediately prepare
for closure up to 200 stores and two of their their distribution
centers.
The Sale Guidelines provide, among other things, that: (a) all
sales of Store Assets would be deemed free and clear of all
encumbrances; (b) ,erchandise could be sold with the benefit of
various marketing techniques and price mark-downs to promote
efficient liquidation; and (c) certain Store Assets that cannot be
promptly liquidated may be abandoned if and when the Debtors
determine, in their business judgment, that retaining, storing, or
removing those assets would result in unnecessary expense with
little or no benefit to the estates.
Sports Authority Holdings, Inc. and its affiliated debtors are
represented by:
Michael R. Nestor, Esq.
Kenneth J. Enos, Esq.
Andrew L. Magaziner, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mnestor@ycst.com
kenos@ycst.com
amagaziner@ycst.com
-- and --
Robert A. Klyman, Esq.
Matthew J. Williams, Esq.
Jeremy L. Graves, Esq.
Sabina Jacobs, Esq.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
Email: rklyman@gibsondunn.com
mjwilliams@gibsondunn.com
jgraves@gibsondunn.com
sjacobs@gibsondunn.com
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.
SPORTS AUTHORITY: ASICS Objects to Proposed Sale of Assets
----------------------------------------------------------
ASICS America Corporation objects to Sports Authority Holdings,
Inc., et al.'s request to sell substantially all of their assets
and request for approval of bidding procedures, complaining that
the Motion fails to disclose whether the Debtors are seeking to
sell the ASICS Property and fails to carve-out property the Debtors
do not own, including the ASICS Property, from any proposed sale
under the Sale Motion.
ASICS informs the Court that pursuant to a Vendor Agreement entered
into between ASICS and TSA Stores, Inc., ASICS periodically
consigned goods to TSA for sale in several of the Debtors' brand
stores across the country, and under this consignment relationship,
the parties acknowledged and agreed that all right, title, and
interest in and to any consigned ASICS goods, including the ASICS
Property, remained with ASICS and never transferred to TSA.
However, said Agreement has been terminated as of the Petition Date
resulting in an immediate right for ASICS, as a bailor, to retake
possession of the ASICS Property.
It is unclear whether the Debtors contemplate selling the ASICS
Property under the Sale Motion because the Debtors have failed to
confirm that the Assets do not include the ASICS Property and the
Debtors appear to be seeking to sell the ASICS Property free and
clear of ASICS’ express ownership interest.
A bankruptcy sale of assets under section 363 must provide
potential buyers and interested parties with sufficient information
to evaluate whether to submit a bid, ASICS asserts. Therefore, to
avoid confusion among potential buyers, any order or notice
relating to the Sale Motion must be modified so as to expressly
provide necessary disclosures and safeguards to potential buyers
that the ASICS' Agreement has already been terminated, that the
Debtors' interest in the ASICS Property is in dispute, and that
ASICS strongly objects to any potential sale of its property, ASICS
further asserts.
Sports Authority Holdings, Inc. and its affiliated debtors are
represented by:
Michael R. Nestor, Esq.
Kenneth J. Enos, Esq.
Andrew L. Magaziner, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mnestor@ycst.com
kenos@ycst.com
amagaziner@ycst.com
-- and --
Robert A. Klyman, Esq.
Matthew J. Williams, Esq.
Jeremy L. Graves, Esq.
Sabina Jacobs, Esq.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
Email: rklyman@gibsondunn.com
mjwilliams@gibsondunn.com
jgraves@gibsondunn.com
sjacobs@gibsondunn.com
ASICS America Corporation is represented by:
Adrienne K. Walker, Esq.
Eric R. Blythe, Esq.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center
Boston, Massachusetts 02111
Telephone: 617-542-6000
Facsimile: 617-542-2241
E-mail: awalker@mintz.com
eblythe@mintz.com
-- and --
Jeffry A. Davis, Esq.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
3580 Carmel Mountain Road, Suite 300
San Diego, CA 92130
Telephone: 858-314-1500
Facsimile: 858-314-1501
E-mail: jdavis@mintz.com
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
SPORTS AUTHORITY: Brown Rudnick Representing Term Loan Lenders
--------------------------------------------------------------
To comply with the requirements imposed by Rule 2019 of the Federal
Rules of Bankruptcy Procedure, Brown Rudnick LLP disclosed that it
serves as lead counsel and Morris, Nichols, Arsht & Tunnell LLP
disclosed that it serves as local counsel to the Ad Hoc Committee
of Prepetition Term Loan Lenders, which consists of lenders that
have made loans under that certain Amended and Restated Credit
Agreement, dated as of November 16, 2010.
Brown Rudnick relates that the lenders hired the firm in October
2015 in connection with potential restructuring discussions
involving the Debtors. Subsequently, in December 2015, Wilmington
Savings Fund Society, FSB, in its capacity as successor
Administrative Agent under the Prepetition Term Loan Credit
Agreement, engaged Brown Rudnick to represent the Successor Agent
in connection with potential restructuring discussions involving
the Debtors. On or about February 26, 2016, the Ad Hoc Committee
and the Successor Agent engaged Morris Nichols as their Delaware
co-counsel in connection with the Debtors' anticipated filing for
relief under Chapter 11. The Brown Rudnick lawyers are:
Robert J. Stark, Esq.
Bennett S. Silverberg, Esq.
BROWN RUDNICK LLP
Seven Times Square
New York, NY 10036
Tel: (212) 209-4800
The lenders and the amounts they are owed are:
Name & Address Loan Amount
-------------- -----------
Columbia Management Investment Advisers, LLC
100 N. Sepulveda Blvd., Suite 650
El Segundo, California 90245 $59,952,813.89
CVC Credit Partners, LLC
712 Fifth Avenue, 42nd Floor
New York, New York 10019 $18,744,697.70
FMR LLC
245 Summer Street
Boston, Massachusetts 02210 $20,235,844.14
Fort Warren Capital Management, LP
175 Federal Street, Suite 900
Boston, Massachusetts 02110 $16,859,681.36
GoldenTree Asset Management, LP
300 Park Ave.
New York, NY 10022 $28,526,468.67
GSO / Blackstone Debt Funds Management LLC
345 Park Ave, 29th Floor
New York, NY 10154 $20,485,720.01
GSO Capital Partners LP
345 Park Ave, 31st Floor
New York, NY 10154 $36,778,966.85
Wellington Management Company LLP
280 Congress Street
Boston, MA 02210 $27,325,392.24
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent. Lawyers at
Pachulski Stang Ziehl & Jones LLP represent the Official Committee
of Unsecured Creditors.
SPORTS AUTHORITY: Frost Brown & Ballard Spahr Represent Landlords
-----------------------------------------------------------------
Complying with their obligations under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, two law firms disclosed that they
represent more than one of Sports Authorities' landlords in the
retailer's chapter 11 cases. The landlords are:
WP Glimcher
180 East Broad Street
Columbus, Ohio 43215
-and-
CP Pembroke Pines
c/o Select Strategies Realty Corporation
5770 Hoffner Avenue, Suite 102
Orlando, Florida 32822
The lawyers are:
Leslie C. Heilman, Esq.
BALLARD SPAHR LLP
919 N. Market Street, 11th Floor
Wilmington, DE 19801
Telephone: (302) 252-4465
E-mail: heilmanl@ballardspahr.com
-and-
Ronald E. Gold, Esq.
FROST BROWN TODD LLC
3300 Great American Tower
301 East Fourth Street
Cincinnati, OH 45202
Telephone: (513) 651-6800
E-mail: rgold@fbtlaw.com
The landlords don't support bidding procedures Sports Authority has
proposed to sell substantially all of its assets.
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent. Lawyers at
Pachulski Stang Ziehl & Jones LLP represent the Official Committee
of Unsecured Creditors.
STAR COMPUTER: Committee Can Employ DSI as Financial Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Star Computer Group, Inc., to retain Joseph J.
Luzinski and the firm of Development Specialists, Inc., as
financial consultant nunc pro tunc to Nov. 3, 2015.
DSI maintain offices for the practice of accounting and financial
services throughout the country, including at 200 South Biscayne
Boulevard, Suite 1818, Miami, Florida.
Joseph J. Luzinski and Yale Scott Bogen, who specialize in the
necessary disciplines, will be primarily responsible for DSI's
engagement for the Committee in the matter, delegating tasks to
staff consultants as necessary.
DSI is expected to render these services to the Committee, among
other things:
a. provide assistance in connection with the assessment of the
Debtor's budgets, business plan and related financial forecasts;
b. provide assistance in connection with the Debtor's
liquidation of the business in an orderly and cost effective
manner;
c. provide assistance in the assessment of possible claims and
causes of action, including but not limited to preferential
payments, fraudulent transfers, insider transactions, lender
liability claims and director and officer claims.
DSI will work closely with the Committee, Committee Counsel, and
any other professionals the Committee may retain in the case, to
ensure that there is no unnecessary duplication of services
performed.
DSI will charge for its services on an hourly basis in accordance
with its ordinary and customary hourly rates:
Jospeh J. Luzinski $580
Yale Scott Bogen $450
Staff Consultants $150 - $295
DSI has agreed to a blended rate of $400 per hour for the initial
assessment phase of the case (Nov. 3 - Nov. 20, 2015) and will
thereafter work with the Committee to develop a fee budget for the
services to be provided at standard hourly rate.
To the best of the Committee's knowledge, Mr. Luzinski is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Star Computer Group
Star Computer Group, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The
petition was signed by James S. Howard as chief restructuring
officer.
The Debtor listed assets of $22.7 million and liabilities of
$68.3 million.
Founded in 1994 with its office located at 2175 N.W. 115 Avenue,
Miami, FL 33172, the Company was engaged in the business of
supplying wholesale computers, smart phones, and related equipment
and software to dealers and wholesales in Latin America. The
Company is jointly owned by Henry Waissmann (54%) and Henry
Aguilar
(46%).
The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as
bankruptcy counsel, GlassRatner as financial advisor, Fuerst
Ittleman David & Joseph PL as special tax counsel, and Cherry
Bekaert, LLP as accountants.
Judge Jay Cristol is assigned to the case.
The U.S. Trustee for Region 21, appointed five creditors to serve
in the official committee of unsecured creditors. The Committee
is
represented by Stearns Weaver Miller Weissler Alhadeff &
Sitterson,
P.A., as counsel.
STAR COMPUTER: Genovese Joblove OK'd as Panel's Litigation Counsel
------------------------------------------------------------------
The U.S. States Bankruptcy Court for the Southern District of
Florida authorized the Official Committee of Unsecured Creditors in
the Chapter 11 case of Star Computer Group, Inc., to retain Paul J.
Battista, David C. Cimo and the law firm of Genovese, Joblove and
Battista, P.A., as special litigation counsel for the Committee.
GJB has agreed to undertake the representation on these terms:
a. compensation to be paid based upon any value recovered or
achieved for
the estate in connection with the claims, whether based on funds
recovered or claims waived at these contingency fee rates:
i. 18% of any value recovered or achieved through the date
of the filing of a complaint;
ii. 25% of any value recovered or achieved after the
filing of a complaint and through trial;
iii. 31% of any value recovered or achieved after the
completion of the
trial and through any appeal.
Upon review and further order of the Court, GJB will be entitled to
reimbursement of out of pocket expenses, including expert fees if
applicable, incurred in connection with prosecuting the claims, to
be paid by the estate.
Mr. Cimo, a shareholder in the GJB which maintains office at 100
Southeast Second Street, Suite 4400, Miami, Florida and at East
Broward Boulevard, Suite 1100, Fort Lauderdale, Florida, told the
Court that as part of the engagement, GJB will be entitled to a
contingency fee based on any value recovered or achieved for the
Bankruptcy estate in connection with the claims, whether through
settlement, judgment or otherwise, as:
i) 18% of any percent of any value achieved, whether based
funds recovered or claims waived though the date of filing of a
complaint;
ii) 25% of any such value achieved, whether based on funds
recovered or claims waived though the following of the filing of a
complaint and through trial; and
iii) 31% of any such value achieved, whether based on funds
recovered or claims waived, after completion of the trial and
through any appeal.
GJB will also be entitled to reimbursement of all out of pocket
expenses, including expert fee if applicable, incurred in
connection with prosecuting the the claims, which expenses would be
paid by the bankruptcy estate.
To the best of the Committee's knowledge, Mr. Luzinski GJB is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Star Computer Group
Star Computer Group, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The
petition was signed by James S. Howard as chief restructuring
officer.
The Debtor listed assets of $22.7 million and liabilities of
$68.3 million.
Founded in 1994 with its office located at 2175 N.W. 115 Avenue,
Miami, FL 33172, the Company was engaged in the business of
supplying wholesale computers, smart phones, and related equipment
and software to dealers and wholesales in Latin America. The
Company is jointly owned by Henry Waissmann (54%) and Henry
Aguilar
(46%).
The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as
bankruptcy counsel, GlassRatner as financial advisor, Fuerst
Ittleman David & Joseph PL as special tax counsel, and Cherry
Bekaert, LLP as accountants.
Judge Jay Cristol is assigned to the case.
The U.S. Trustee for Region 21, appointed five creditors to serve
in the official committee of unsecured creditors. The Committee
is
represented by Stearns Weaver Miller Weissler Alhadeff &
Sitterson,
P.A., as counsel.
STATE FISH: Ch. 11 Trustee Has Deal Reducing Perkins Claim to $207K
-------------------------------------------------------------------
R. Todd Neilson, the acting Chapter 11 Trustee of the bankruptcy
estates of State Fish Co., Inc., and Calpack Foods, LLC, asks the
U.S. Bankruptcy Court to approve the settlement agreement with
Perkins Coie LLP.
The Settlement is a resolution of disagreements by and among the
parties, chiefly regarding the Trustee’s objection to the Perkins
Fee Application, requesting $335,681 in fees and $8,308 in
expenses. In its objection, the Trustee alleges that some of the
fees and expenses that Perkins requests are objectionable and/or
subject to reduction, offset, or counterclaim.
According to the Trustee, in order to avoid costly litigation with
Perkins, and in order to ensure that the Perkins Fee Application is
resolved without discovery requests or further expense, the Trustee
has sought a compromise with Perkins. The Trustee and his
professionals have negotiated at arm’s-length with Perkins’
representatives and have reached the Settlement which is in the
best interests of the Debtors and their estates.
The most relevant provisions of the Settlement are as follows:
1. Perkins agrees to accept on account of its fees and expenses
an allowed administrative expense totaling $207,155, a reduction of
over $136,000.00 from the amount requested in the Perkins Fee
Application. Satisfaction of the Allowed Amount will consist of the
application of a prepetition retainer in the amount of $57,155
currently held by Perkins and a $150,000 payment by the Trustee to
Perkins.
2. Upon the occurrence of the Effective Date, the Perkins Fee
Application shall be deemed withdrawn with respect to any and all
amounts exceeding the Allowed Amount, with prejudice, without need
for the Trustee or Perkins to take any further action. Perkins
also agrees not to file any further applications for fees or
expenses from the Debtors' estates.
3. The Settlement contains a back-out option in favor of
Perkins, which provides that, subject to certain notice provisions,
if any person files a written objection to this Motion prior to the
entry of an order granting the Motion, or if any person appeals
such an order, Perkins shall have the option to terminate the
Settlement. In such event, the entire Settlement, including the
mutual releases, will be completely null and void and
inadmissible.
4. Each of the parties provides mutual releases to each of the
other parties.
R. Todd Neilson, Chapter 11 Trustee, is represented by:
David M. Stern, Esq.
Michael L. Tuchin, Esq.
Colleen M. Keating, Esq.
Jonathan M. Weiss, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, Thirty-Ninth Floor
Los Angeles, California 90067
Telephone: 310-407-4000
Facsimile: 310-407-9090
Email: dstern@ktbslaw.com
mtuchin@ktbslaw.com
ckeating@ktbslaw.com
jweiss@ktbslaw.com
About State Fish
State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California. Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.
State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches. Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.
The Hon. Sandra R. Klein presides over the jointly administered
cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel. George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.
State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.
The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales – to
serve on the official committee of unsecured creditors. The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.
R. Todd Neilson was appointed as Chapter 11 trustee effective as of
Feb. 27, 2015. The Trustee tapped Klee, Tuchin, Bogdanoff & Stern
LLP as counsel. The Trustee also received approval to hire Michael
M. Ozawa and Robert E. Bates, by and through Enterprise Management
Advisors, LLC as consultants nunc pro tunc to Nov. 16, 2015.
SUNDEVIL POWER: Files Proposed Form of Asset Purchase Agreement
---------------------------------------------------------------
Sundevil Power Holdings, LLC, filed a proposed form of asset
purchase agreement in connection with the sale of their assets. The
Debtors are proposing a sale 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.
A copy of the proposed form of the APA is available for free at:
http://bankrupt.com/misc/SundevilPower_110_84_17_APA.pdf
Attorneys for the Debtors:
DRINKER BIDDLE & REATH LLP
Steven K. Kortanek, Esq.
Howard A. Cohen, Esq.
Joseph N. Argentina, Jr., Esq.
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, Esq.
Jessica C. Peet, Esq.
Lauren R. Kanzer, Esq.
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, Esq.
Reese A. O'Connor, Esq.
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.
SUNDEVIL POWER: Hires Vinson & Elkins as Special Counsel
--------------------------------------------------------
Sundevil Power Holdings, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Vinson &
Elkins LLP as special counsel to the Debtors, nunc pro tunc to
February 11, 2016.
Sundevil Power requires Vinson & Elkins to:
(a) provide legal advice and representation with respect to
the transactions contemplated by the Debtors' proposed
sale of assets or equity interests or in any subsequent
sale motion or other sale or restructuring transaction
proposed under a plan of reorganization including any
necessary federal regulatory approvals required in
connection with such sale or other transaction;
(b) provide legal advice and representation with respect to
the transactions related to the Debtors' debtor in
possession financing and use of cash collateral or in any
subsequent motion relating to the financing of the
Debtors' estates;
(c) provide such other general corporate, commercial
transaction, regulatory, and related tax advice to the
Debtors (and in coordination with Drinker Biddle &
Reath LLP) as may be necessary from time to time;
(d) prepare on behalf of the Debtors transactional agreements
and documents relating to or in furtherance of the matters
described in (a)-(c), as well as assist the Debtors (in
coordination with DBR) in the transactional and regulatory
elements of all necessary motions, answers, orders, and
reports (within the scope of (a)-(c)); and
(e) appear at hearings before the Court as may be necessary in
furtherance of the matters upon which V&E is retained.
Vison & Elkins will be paid on an hourly rate as follows:
Attorneys $365 - $1,300
Paraprofessionals $125 - $380
The Debtors paid $250,000 to Vinson & Elkins as advance payment
retainer. The balance of Vinson & Elkins' advance payment retainer
is $229,880.
Vinson & Elkins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The following are provided in response to the request for
additional information as follows:
-- Vinson & Elkins and the Debtors have not agreed to any
variations from, or alternatives to, Vison & Elkins'
standard biling arrangements for the agreement. The rate
structure provided by Vinson & Elkins is appropriate and
reflects (a) the same or similar standard rates that Vinson
& Elkins charges for other non-bankruptcy representations
and (b) the rates of other comparably skilled
professionals.
-- Prior to its engagement by the Debtors to provide services
in connection with the Debtors' restructuring and sales
efforts. V&E was paid for one 2015 invoice that used V&E's
discount hourly rates. Consistent with V&E's practice, it
has used its standard hourly rates in connection with the
restructuring matter. During the month of December 2015,
V&E's standard hourly rates for services rendered on behalf
of the Debtors ranges as follows:
Timekeeper U.S Range
---------- ---------
Partners $690-&1,300
Of Counsel $625-$1,020
Associates $340-$1,020
Paraprofessionals $225-$370
Effective January 1, 2016, V&E has represented the Debtors
using the following standard hourly rates:
Timekeeper U.S Range
---------- ---------
Partners $720-&1,350
Of Counsel $680-$1,055
Associates $365-$1,000
Paraprofessionals $230-$380
Paul E. Heath, partner of Vinson & Elkins, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Vinson & Elkins can be reached at:
Paul E. Heath, Esq.
VINSON & ELKINS LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Dallas, TX 75201
Tel: (214) 220-7976
Fax: (214) 999-7976
E-mail: pheath@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.
SUNOCO LP: Fitch Gives 'BB' Rating to $500MM Sr. Unsecured Notes
----------------------------------------------------------------
Fitch rates Sunoco, LP's (SUN) offering of $500 million in senior
unsecured notes due 2021 'BB/RR4.' The notes are being co-issued
with Sunoco Finance Corp. and are pari passu to SUN's existing
senior unsecured notes. Proceeds from the notes are expected to be
used to repay a portion of SUN's Term Loan A which it entered into
to finance an acquisition of 100% of the equity interest of Sunoco
Retail LLC and the remaining 68.4% interest in Sunoco, LLC from
Energy Transfer Partners, LP (ETP; 'BBB-'/Stable Outlook) for
roughly $2.2 billion in November 2015. The acquisition closed last
week. Fitch believes the acquisition of these assets allow SUN to
grow its size, scale, geographic diversity and ultimately
distributions for investors.
SUN's ratings are reflective of its growing size and scale, as well
as, its relationship with the Energy Transfer Equity, LP (ETE;
'BB'/Stable Outlook) family. The acquisition completes all of ETP's
planned dropdowns of the legacy Sunoco Inc. and Susser Holdings
retail assets. With the dropdowns complete Fitch expects SUN to be
more focused on organic growth and third-party acquisitions. Fitch
continues to expect ETE to be supportive of growth at all its
partnerships, including SUN, as it has historically been, providing
support if and as needed.
KEY RATING DRIVERS
Parent Affiliation: SUN's ratings consider SUN's relationship with
its parent and sponsor, ETE ('BB'/Rating Watch Positive) and with
ETP. SUN's affiliation with ETE and ETP provides significant
benefits to SUN, particularly with regard to SUN's ability to
acquire and fund assets through dropdown transactions such as this
one. These benefits are not available to standalone partnerships.
Fitch believes that the affiliation with ETP, and ultimately ETE,
helps minimize event financing and operating risks associated with
the newly acquired inventory of retail assets.
Growing Scale: Fitch believes that SUN will benefit from the
increased economies of scale that the acquisition provides. As the
store count managed by SUN continues to grow, SUN will be able to
benefit from increased purchasing power, logistical support and the
awareness of its top regional and national brands to create value.
This growing presence should allow SUN to increase its share of a
highly fragmented convenience store-fuel station market in which
nearly 60% of its competitors only own one store.
Moderate Leverage: Fitch expects SUN 2016 leverage will flex out to
between 5.0x to 5.5x, but fall to 5.0x and below for 2017 and
beyond. If leverage were to be meaningfully above 5.0x on a
sustained basis, Fitch would likely take a negative rating action.
Conversely, sustained leverage below 3.5x could lead to a positive
ratings action. Fitch expects future acquisitions and organic
spending to be funded with a balance of debt and equity with a
focus on maintaining moderate leverage at SUN. Fitch expects SUN
distribution coverage of above 1.0x for 2016 through 2018. If
distribution coverage were to be below 1.0x on a sustained basis
Fitch would likely take a negative rating action.
Organic Growth: A key to SUN's growth going forward will be
development of new stores targeted in high growth markets with
favorable demographics. New stores with more open and modern store
designs typically produce more cash flows than legacy stores. They
carry a larger proportion of higher margin food offerings and
private label products. Foodservice drives higher than average
gross margins and drives additional customer traffic. SUN also
plans to raze and rebuild on existing sites with attractive volume
and customer traffic. Utilizing existing locations eliminates the
need to permit sites. Fitch expects significant growth and
acquisition capital spending for 2016-2018, which is expected to be
funded on a balanced debt/equity basis, with SUN achieving leverage
in the 4.0x-4.5x range on a sustainable basis.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Wholesale distribution volume growth at a five-year compound
average growth rate (CAGR) of about 1.5%-2%;
-- Same-store retail distribution volume growth at a five-year
CAGR of 1.5%-2%;
-- SUN funds drop down acquisitions with proposed debt and equity
issuance.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- Sustained leverage (debt/EBITDA) below 3.5x, along with
consistent operating margin improvements could result in
positive rating action.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Deteriorating EBIT margins at or below 1% on a consistent
basis could lead to negative rating action.
-- An aggressive distribution policy that consistently resulted
in a distribution coverage ratio below 1.0x on a sustained
basis;
-- Higher than expected leverage, with debt/adjusted EBITDA
ratios above 5.0x on a sustained basis could result in
negative rating action.
LIQUIDITY
SUN's liquidity is adequate. As of Dec. 31, 2015, SUN had $61.7
million in cash and equivalents on hand and roughly $1.03 billion
in availability under its $1.5 billion secured revolving credit
facility due 2019. The revolver requires SUN to maintain a leverage
ratio as defined in the credit agreement of not more than 5.5x,
subject to an upward adjustment to 6.0x for three fiscal quarters
following an acquisition whose purchase price is not less than $50
million. SUN receives pro forma EBITDA credit for acquisitions and
material projects. SUN is currently in compliance with its leverage
covenant and is expected to remain so following the announced
acquisition transaction. SUN's debt maturities are manageable;
inclusive of the Term Loan A SUN does not have any significant debt
maturities until 2019.
FULL LIST OF RATING ACTIONS
Fitch rates Sunoco, LP's (SUN) offering of $500 million in senior
unsecured notes due 2021 'BB/RR4.'
Fitch currently rates SUN as follows:
Sunoco, LP
-- Long-term Issuer Default Rating 'BB';
-- Senior unsecured debt 'BB/RR4';
-- Senior secured debt 'BB+/RR1'.
Sunoco Finance Corp.
-- Senior unsecured debt 'BB/RR4'.
SUNOCO LP: Moody's Assigns Ba3 Rating on $500MM Sr. Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sunoco LP's
proposed $500 million senior unsecured note issuance. There is no
impact on the Ba2 Corporate Family Rating or the stable rating
outlook.
The proceeds of the proposed $500 million note issuance will be
used to refinance a portion of the company's $2.0 billion term loan
A and pay fees and expenses. The term loan A was put in place to
effectuate the acquisition of Energy Transfer Partners' (ETP, Baa3
stable) remaining wholesale fuel and retail assets by SUN which
closed on March 31, 2016.
"This refinancing is the first step in the process of refinancing
the term loan A which was intended as a bridge until permanent
financing can be placed", said Peter Trombetta an Analyst at
Moody's. "We expect over time the entire term loan A will be
refinanced with senior unsecured debt", Trombetta added.
Assignments:
Issuer: Sunoco LP
Senior Unsecured Regular Bond/Debenture (Local Currency)
April 1, 2021, Assigned Ba3(LGD5)
RATINGS RATIONALE
SUN's Ba2 Corporate Family Rating (CFR) continues to reflect the
growing size, scale and geographic reach of the company's wholesale
and retail motor fuel business through the sequenced dropdown of
assets from ETP. Debt-to-EBITDA leverage is high following the
final March 2016 dropdown of assets from ETP, but we expect credit
metrics to improve to levels more in line with the Ba2 rating over
the next 18 months because of earnings growth. SUN's earnings
stream is likely to evidence resilience to cyclical economic
conditions reflecting relatively stable consumer demand for motor
fuel and value priced convenience items. The ratings are
constrained by the execution risk associated with the rapid growth
trajectory and continuing acquisition appetite on the part of SUN.
The ratings are also constrained by the company's susceptibility to
swings in profitability due to the volatility in fuel volumes and
prices.
The stable rating outlook reflects our expectation that SUN will
successfully execute on its operating strategy following the March
2016 dropdown completion to grow earnings and reduce debt-to-EBITDA
leverage to approximately 4.0x by the end of 2017. Presuming a
well-executed growth trajectory, an upgrade could be considered
should debt/EBITDA improve to a sustained level of 3.0x or below.
Ratings could be downgraded if debt/EBITDA is sustained above 4.0x,
if deterioration in operating performance results in weakening of
liquidity or credit metrics. Growth strategy that negatively
impacts liquidity or metrics could also pressure ratings.
Sunoco LP is a master limited partnership (MLP) that distributes
motor fuel to convenience stores, independent dealers, commercial
customers and distributors. At Dec. 31, 2015, SUN's retail segment
operated about 900 convenience stores and fuel outlets.
On Aug. 29, 2014, Energy Transfer Partners, L.P. (ETP, Baa3 stable)
acquired Susser Holdings Corporation (Susser, not rated), an
owner/operator of a retail motor fuel and convenience store system
in the southwestern US, and the general partner of the Susser
Petroleum Partners LP, (SUSP, not rated) MLP. Subsequently SUSP
was renamed Sunoco LP. Through Susser, ETP owns a 38.9% limited
partnership interest in SUN. In a series of asset dropdowns, ETP
has contributed all of its Sunoco, Inc. legacy retail and wholesale
assets, and all of Susser's retail assets, to SUN. On a pro forma
basis SUN will distribute its fuel and fuel products to
approximately 6,800 locations situated across 30 states, including
5,323 independently operated convenience stores and retail fuel
outlets.
The principal methodology used in this rating was Retail Industry
published in October 2015.
SWIFT ENERGY: Obtains Court Confirmation of 2nd Amended Plan
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware on March 31, 2016, issued a findings of fact,
conclusions of law, and order confirming Swift Energy Company, et
al.'s Second Amended Joint Plan of Reorganization.
Classes 4A and 4F voted to accept the Plan. RBL Secured Claims are
allowed in the aggregate principal amount of $329,000,000 in
respect of Loans outstanding and $5,000,000 in face amount of
letters of credit outstanding, plus interest.
Objections to confirmation of the Plan were filed by the Texas
Comptroller of Public Accounts; Paul A. Melita; Nancy Furey; the
Internal Revenue Service; The Bracken Group, The Baetz Group and
The Petty Group, Y Bar Ranch; Morris Propp II; the Department of
the Interior; Eagle Ford Gathering LLC and Copano Energy
Services/Upper Gulf Coast LLC; Louisiana Department of Revenue; and
Anadarko E&P Company LP. The U.S. Trustee for the District of
Delaware, the Environmental Protection Agency, Bruce Vincent, James
Mitchell, and certain Foster family lessors also filed informal
objections. Any objections or responses to confirmation of the
Plan that have not been sustained by the Court, have not been
withdrawn, waived or settled, or are not cured are overruled or
denied in their entirety.
Nothing in the Plan discharges or enjoins any environmental
liability to any government unit, any environmental claim of a
governmental unit arising on or after the effective date, or any
environmental liability to a government unit on the part of any
entity as the owner or operator of property after the effective
date, or any liability to the United States on the part of any
person other than the Debtors or Reorganized Debtors.
The ad hoc group of holders of 7.125% Senior Notes due 2017, 8.875%
Senior Notes due 2020, and 7.875% Senior Notes due 2022, filed a
joinder to the Debtors' memorandum of law in support of
confirmation of the Second Amended Plan.
A full-text copy of the Plan Confirmation Order is available for
free at http://bankrupt.com/misc/SWIFTplanord0331.pdf
A full-text copy of the Second Amended Plan dated March 28, 2016,
is available at http://bankrupt.com/misc/SWIFTplan0328.pdf
A full-text copy of the Management Incentive Program Agreements is
available at http://bankrupt.com/misc/SWIFTplanex0316.pdf
A full-text copy of the Commitment and Fee Letters for Exit
Facility Term Sheet is available at http://is.gd/00Bsue
The Noteholders Group is represented by Domenic E. Pacitti, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware;
and Morton Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Philadelphia, Pennsylvania; and Joshua A. Sussberg, P.C., Esq.,
and Alexander N. Cross, Esq., at Kirkland & Ellis LLP, in New York;
and David L. Eaton, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois.
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration,
development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of
Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.
The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO. Judge Mary F. Walrath is assigned to the
cases.
Swift Energy Company disclosed total assets of $416,358,243 plus
an
undetermined amount and total liabilities of $1,233,022,421 plus
an
undetermined amount. Other Debtors disclosed total assets of
$1.02
billion and total debt of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing
agent.
Reed Smith LLP represents the committee.
TILLMAN PARK: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Tillman Park, LLC
Post Office Box 1157
Statesboro, GA 30459
Case No.: 16-60147
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Southern District of Georgia (Statesboro)
Debtor's Counsel: Jon A. Levis, Esq.
MERRILL & STONE, LLC
P O Box 129
Swainsboro, GA 30401
Tel: 478-237-7029
Fax: 478-237-9211
E-mail: bkymail@merrillstonehamilton.com
Total Assets: $3.28 million
Total Liabilities: $5.20 million
The petition was signed by T. Holmes Ramsey, Jr., managing member.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb16-60147.pdf
TNP TITAN PLAZA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TNP Titan Plaza Fund, LLC
8200 Perrin Beitel Road
San Antonio, TX 78218
Case No.: 16-50780
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Thomas Rice, Esq.
PULMAN, CAPPUCCIO, PULLEN, BENSON & JONES, LLP
2161 N.W. Military Highway, Suite 400
San Antonio, TX 78213
Tel: (210) 222-9494
Fax: (210) 892-1610
E-mail: trice@pulmanlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony W. Thompson, CEO of managing
member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb16-50780.pdf
TRISTREAM EAST: Employs Coats Rose as Bankruptcy Counsel
--------------------------------------------------------
Tristream East Texas, LLC, filed an application with the Bankruptcy
Court requesting permission to employ Coats Rose, P.C., as its
bankruptcy counsel. Coats Rose will, among other tasks:
(a) render legal advice with respect to the powers and duties
of a debtor in Chapter 11;
(b) negotiate, prepare and file a plan of reorganization and
disclosure statement and otherwise promote the financial
rehabilitation of the Debtor;
(c) take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions
on the Debtor's behalf, the defense of any actions
commenced against the Debtor, negotiations concerning all
litigation in which the Debtor is involved, and the
evaluation of and objection to claims filed against the
estate;
(c) prepare, on behalf of the Debtor, all necessary
applications, motions, answers, orders, reports and papers
in connection with the administration of the estate, and
appear on behalf of the Debtor at all Court hearings in
connection with the Debtor's case;
(d) render legal advice and perform general legal services; and
(e) perform all other necessary legal services in connection
with this Chapter 11 case.
The primary attorneys who will represent the Debtor and their
standard hourly rates are:
Frank J. Wright $650 per hour
Ashley C. Ellis $475 per hour
Erin C. McGee $325 per hour
As disclosed in the Application, other attorneys and support staff
may provide services to the Debtor in connection with this
bankruptcy proceeding, within the following ranges: for partners
and attorneys of counsel, $325 to $650 per hour; for associates,
$150 to $325 per hour; and for paralegals, $100 to $150 per hour.
The Debtor has agreed to reimburse Coats Rose for its expenses
including, among other things, telephone charges, mail and express
mail charges, facsimile charges, travel expenses and computerized
research.
Coats Rose said it received a $92,920 payment from the Debtor prior
to the Petition Date. The firm did not receive a retainer.
Coats Rose represents it is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code.
About Tristream
Headquartered in Houston, Texas, Tristream East Texas, LLC is a
wholly owned subsidiary of Tristream Energy, LLC, a Delaware
limited liability company. The Debtor is a midstream operating
company that provides gas gathering and processing services to
producers from facilities in East Texas.
Tristream East Texas filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. Case No. 16-31521) on March 30, 2016.
The petition was signed by Reid Smith as CEO. The Debtor estimated
assets and liabilities in the range of $10 million to $50 million.
Coats Rose, P.C. serves as the Debtor's counsel. Judge David R
Jones has been assigned the case.
TRISTREAM EAST: Needs to Assume Services Agreement with Parent
--------------------------------------------------------------
Tristream East Texas, LLC asked permission from the Bankruptcy
Court to assume a management services agreement with its parent
Tristream Energy, LLC. Under the MSA, Tristream Energy:
-- employs and pays, on the Debtor's behalf, the salaries of
12 individuals including the Debtor's executive officers,
upper management, and support staff;
-- pays the Debtor's rent obligations; and
-- administers all of the Debtor's employee benefit plans
including health, dental and vision insurance, life
insurance, short term and long term disability insurance,
401(k), and vacation/paid time off benefit programs.
"It is essential that the Management Services provided by Parent,
which is already intimately familiar with the Debtor's business and
affairs, be continued to avoid disruption of the Debtor's normal
business operations," said Frank J. Wright, Esq., at Coats Rose,
P.C., counsel to the Debtor.
Under the MSA, the Debtor is obligated to pay a monthly fee of
$425,000. This payment is intended to cover Parent's actual costs
and expenses for each calendar month incurred in performing the
Management Services, including, without limitation, the salaries,
wages and reimbursable expenses paid by Tristream Energy to its
employees.
About Tristream
Headquartered in Houston, Texas, Tristream East Texas, LLC is a
wholly owned subsidiary of Tristream Energy, LLC, a Delaware
limited liability company. The Debtor is a midstream operating
company that provides gas gathering and processing services to
producers from facilities in East Texas.
Tristream East Texas filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. Case No. 16-31521) on March 30, 2016.
The petition was signed by Reid Smith as CEO. The Debtor estimated
assets and liabilities in the range of $10 million to $50 million.
Coats Rose, P.C. serves as the Debtor's counsel. Judge David R
Jones has been assigned the case.
TRISTREAM EAST: Wants Schedules Filing Deadline Moved to April 30
-----------------------------------------------------------------
Tristream East Texas, LLC, asked the Bankruptcy Court to extend its
deadline to file its schedules of assets and liabilities, current
income and expenditures, executory contracts and unexpired leases,
and statement of financial affairs to April 30, 2016.
According to the Debtor, given the large amounts of information
that must be assembled and compiled and the number of hours that
must of devoted by their employees and professionals to the task of
completing the Schedules and Statements, cause exists to grant the
requested extension.
The Debtor said it has already begun compiling the necessary
information to complete the Schedules and expects to complete this
process as soon as possible .
Tristream intends to continue to work diligently to cooperate with
ongoing information requests from the UST.
About Tristream
Headquartered in Houston, Texas, Tristream East Texas, LLC is a
wholly owned subsidiary of Tristream Energy, LLC, a Delaware
limited liability company. The Debtor is a midstream operating
company that provides gas gathering and processing services to
producers from facilities in East Texas.
Tristream East Texas filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. Case No. 16-31521) on March 30, 2016.
The petition was signed by Reid Smith as CEO. The Debtor estimated
assets and liabilities in the range of $10 million to $50 million.
Coats Rose, P.C. serves as the Debtor's counsel.
Judge David R Jones has been assigned the case.
TROLLEY ROCK: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Trolley Rock Truck Stop, LLC
705 Dinah Shore Boulevard
Winchester, TN 37398
Case No.: 16-11355
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Eastern District of Tennessee (Winchester)
Judge: Hon. Shelley D. Rucker
Debtor's Counsel: Robert S. Peters, Esq.
SWAFFORD, PETERS, PRIEST & HALL
120 North Jefferson Street
Winchester, TN 37398
Tel: (931) 967-3888
Fax: (931) 967-2172
E-mail: rspeters@spphlaw.com
Total Assets: $1.43 million
Total Liabilities: $859,266
The petition was signed by Floyd Don Davis, owner.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb16-11355.pdf
UNIVERSITY PLAZA: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: University Plaza, Inc.
Post Office Box 1157
Statesboro, GA 30459
Case No.: 16-60148
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Southern District of Georgia (Statesboro)
Debtor's Counsel: Jon A. Levis, Esq.
MERRILL & STONE, LLC
P O Box 129
Swainsboro, GA 30401
Tel: 478-237-7029
Fax: 478-237-9211
E-mail: bkymail@merrillstonehamilton.com
Total Assets: $2.43 million
Total Liabilities: $6.74 million
The petition was signed by T. Holmes Ramsey, Jr., president.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb16-60148.pdf
VANTAGE ONCOLOGY: S&P Raises CCR to 'B', Off Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Vantage Oncology Holdings LLC to 'B' from 'B-' and
removed the ratings from CreditWatch, where it was placed with
positive implications on Feb. 26, 2016. The outlook is stable.
S&P is subsequently withdrawing all of its ratings on the company
because most of Vantage's debt has been tendered and it is no
longer responsible for the remaining portion of debt still
outstanding.
"The upgrade reflects the close of the transaction with McKesson
and our assessment of Vantage as a moderately strategic subsidiary
of McKesson Corp.," said Standard & Poor's credit analyst Matthew
O'Neill. S&P's assessment reflects Vantage's importance as part of
the consolidated entity. S&P views Vantage as important to the
group's long-term strategy and that it is unlikely to be sold in
the near term. S&P subsequently withdrew all of its ratings on the
company because most of Vantage's debt has been tendered and it is
no longer responsible for the remaining portion of debt still
outstanding.
VERSO CORP: Taps Alvarez & Marsal as Restructuring Advisors
-----------------------------------------------------------
Verso Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Alvarez & Marsal
North America, LLC, together with employees of its affiliates, its
wholly owned subsidiaries, and independent contractors to serve as
restructuring advisors to the Debtors, nunc pro tunc to Jan. 26,
2016.
A&M will, among other things:
a) assist with bankruptcy preparation and case administration or
other restructuring initiatives, if necessary;
b) assist with certain aspects of claim management and
resolution; and
c) provide general and expert witness testimony as may be
required.
Dennis Stogsdill, a managing director at Alvarez & Marsal North
America, LLC, tells the Court that A&M will be paid for the
services at their customary hourly billing rates which will be
subject to these ranges:
Restructuring Advisory Services
Managing Directors $750 - $950
Directors $525 - $750
Analysts/Associates $325 - $525
Claims Management Services
Directors/MDs $500 - $700
Analysts/Associates $325 - $475
A&M received $250,000 as a retainer in connection with preparing
for and conducting the filing of the cases. In the 90 days prior
to the Petition Date, A&M received retainers and payments totaling
$1,059,660 in the aggregate for services performed for the Debtors.
A&M has applied these funds to amounts due for services rendered
and expenses incurred prior to the Petition Date. The unapplied
residual retainer, which is estimated to total approximately
$205,310, will not be segregated by A&M in a separate account, and
will be held until the end of the cases and applied to A&M's
finally approved fees in the proceedings.
To the best of the Debtors' knowledge, A&M is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Stogsdill may be reached at:
Dennis Stogsdill
Managing Director
ALVAREZ & MARSAL NORTH AMERICA, LLC
Tel: (646) 495-4153
Email: dstogsdill@alvarezandmarsal.com
About Verso Corporation
Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications. It employs approximately 5,200
personnel.
Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The petitions were signed by David Paterson, the president and
CEO.
The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.
The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.
VERSO CORPORATION: Opts to Shut Down Wickliffe Paper Mill
---------------------------------------------------------
Verso Corporation on April 5 announced the closure of its paper
mill located in Wickliffe, Kentucky. The mill has been idle since
November 2015, the result of a continuing and accelerated decline
in demand for the company's coated paper products and a significant
influx of imports driven by the strength of the U.S. dollar
relative to foreign currencies.
"After an exhaustive, but ultimately unsuccessful effort to find a
buyer of our Wickliffe Mill, Verso has made the difficult decision
to close the facility," said Verso President and CEO David J.
Paterson. "A handful of potential buyers expressed interest in
purchasing and continuing to operate the mill, but either offered
an unrealistically low purchase price or ultimately chose not to
pursue the purchase. The decision to close the Wickliffe Mill is
aligned with Verso's long-held commitment to balance the supply of
our products with our customers' demand for them, and is not
related to the company's Chapter 11 proceedings," he said.
Approximately 310 Wickliffe Mill employees were furloughed when the
mill was idled in November 2015, while a smaller group remained at
the mill to maintain critical systems during the marketing process.
Both groups of employees were notified in accordance with the
Worker Adjustment and Retraining Notification (WARN) Act that their
last day of employment with Verso is expected to be June 4.
Represented employees will receive a severance allowance as
outlined in a memorandum of agreement negotiated prior to the
idling of the mill. Salaried employees will receive a severance
allowance in accordance with Verso's established severance policy.
Verso will continue to work closely with state and local officials
to help Wickliffe Mill employees take full advantage of all
available support resources.
"We know that the closure of the Wickliffe Mill will be a
challenging and emotional experience for our employees and their
families," Mr. Paterson said. "Verso is committed to treating them
with fairness, dignity and respect during this difficult time. The
closure of the mill is in no way a reflection on our Wickliffe team
members, and I want to thank each and every one of them for their
hard work and dedicated service to Verso and our customers."
In compliance with the WARN Act, Verso notified the state of
Kentucky of the decision to close the mill. Notwithstanding the
WARN notice, Verso also told state officials that although it was
unable to sell the facility as an operating paper mill, it would
welcome any assistance the state might provide in identifying a
buyer that would continue to operate the facility, possibly for
non-papermaking uses.
Shortly after the Wickliffe Mill was idled, Verso successfully
qualified paper grades formerly manufactured there for production
at other mills in the company's highly flexible manufacturing
system, so the mill closure will have virtually no impact on
Verso's customers. Verso will proceed immediately with all actions
necessary to close the mill in a safe and environmentally
responsible manner, with the shutdown expected to be complete by
July 1. The final disposition of the mill is yet to be
determined.
About Verso Corporation
Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications. It employs approximately 5,200
personnel.
Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The petitions were signed by David Paterson, the president and
CEO.
The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.
The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.
VERTICAL COMPUTER: Needs More Time to File 2015 Form 10-K
---------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended Dec.
31, 2015, saying it has experienced delays in resolving issues
material to its consolidated financial statements. The Company
expects to file the Form 10-K within fifteen days after the
prescribed filing date.
About Vertical Computer
Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.
Vertical Computer reported a net loss applicable to common
stockholders of $2.07 million on $7.43 million of total revenues
for the year ended Dec. 31, 2014, compared to a net loss applicable
to common stockholders of $3.08 million on $6.05 million of total
revenues for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $1.60 million in total
assets, $17.6 million in total liabilities, $9.90 million in
convertible cumulative preferred stock, and a total stockholders'
deficit of $25.9 million.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company suffered net losses
and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.
VISHAY INTERTECHNOLOGY: Moody's Rates 2042 Debentures 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Vishay
Intertechnology Inc.'s Convertible Senior Debentures due 2042 and
affirmed Vishay's other ratings: Corporate Family Rating (CFR) of
Ba3, Probability of Default Rating (PDR) of Ba3-PD, and a
Speculative Grade Liquidity rating of SGL-1. The rating outlook is
stable.
RATINGS RATIONALE
The Ba3 CFR reflects Vishay's operating scale and leading market
position in the discrete semiconductor and passive electronic
components industry. The rating also reflects Vishay's very good
liquidity supported by the net cash leverage position, which is
prudent given the cyclical demand for electronic components and the
competitive intensity and pricing pressure, especially in its
semiconductor product lines. The Ba3 rating incorporates Moody's
expectation that Vishay will follow a conservative financial
policy, avoiding large, debt-funded acquisitions or returns to
shareholders such that debt to EBITDA (Moody's adjusted) will
remain below 3.0x over the next few years.
The stable ratings outlook reflects Moody's expectation that
Vishay's revenue and operating profits should increase modestly
year-over-year in 2016. Moody's also expects Vishay to produce
free cash flow to debt (Moody's adjusted) in the low teens digit
percentages, and its debt to EBITDA (Moody's adjusted) should
remain below 3x (Moody's adjusted) over the next 12 months.
The B1 rating for the Debentures and the loss given default
assessment of LGD5 reflect the absence of collateral, leaving the
Debentures effectively subordinated to the Credit Facility. (The
Credit Facility benefits from a first priority security interest in
a collateral pool that includes substantially all assets.) To the
extent that Vishay adds senior secured debt to the capital
structure, either through new debt offerings or increased usage on
the Credit Facility, the rating of the Debentures could be
lowered.
The SGL-1 speculative grade liquidity rating reflects Moody's
expectation that Vishay will maintain very good liquidity
consisting of cash and cash equivalents, access to funds under its
revolving credit facility, and free cash flow. While the company
maintains nearly all of its cash and short term investments
balances outside the U.S., Moody's expects the company to maintain
adequate cash reserves in the U.S. to support its domestic funding
requirements, including cash dividends of about $37 million
annually.
Although not anticipated in the near-to-intermediate term, Moody's
could upgrade Vishay's ratings if the company demonstrates the
ability to sustain operating margins in the 10% to 12% range, total
debt-to-EBITDA leverage under 2.5x (Moody's adjusted), and free
cash flow-to-total debt in excess of 20%, through industry cycles,
and if the company pursues a conservative financial strategy.
Vishay's ratings could be downgraded if the company experiences
sustained erosion in operating margins or revenue such that
debt-to-EBITDA exceeds 3.5x (Moody's adjusted) for a protracted
period. In addition, deterioration in liquidity or aggressive
shareholder-friendly policies could trigger a rating downgrade.
Vishay Intertechnology, Inc., headquartered in Malvern, PA, is a
leading manufacturer and supplier of discrete semiconductors and
passive electronic components. The company's discrete
semiconductor products include diodes, infrared emitters and
detectors (optoelectronic components), and MOSFETs. Its portfolio
of passive components include resistors & inductors and
capacitors.
Assignments:
Issuer: Vishay Intertechnology Inc.
Convertible Senior Debentures -- B1, LGD5
Ratings affirmed:
Issuer: Vishay Intertechnology Inc.
Corporate Family Rating -- Ba3
Probability of Default Rating -- Ba3-PD
Speculative Grade Liquidity Rating -- SGL-1
Outlook Actions:
Issuer: Vishay Intertechnology Inc.
Outlook, remains stable
The principal methodology used in this rating was Semiconductor
Industry Methodology published in December 2015.
VUZIX CORP: Incurs $14.9 Million Net Loss in 2015
-------------------------------------------------
Vuzix Corporation filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss attributable
to common stockholders of $14.94 million on $2.74 million of total
sales for the year ended Dec. 31, 2015, compared to a net loss
attributable to common stockholders of $7.86 million on $3.03
million of total sales for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Vuzix had $19.56 million in total assets,
$3.46 million in total liabilities and $16.09 million in total
stockholders' equity.
As of Dec. 31, 2015, the Company had cash and cash equivalents of
$11,877,058, an increase of $11,792,091 from $84,967 as of
Dec. 31, 2014.
At Dec. 31, 2015, the Company had current assets of $16,530,211
compared to current liabilities of $1,802,122 which resulted in a
working capital position of $14,728,089. As at Dec. 31, 2014, the
Company had a negative working capital position of $1,427,139. The
Company's current liabilities are comprised principally of accounts
payable and accrued expenses.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/E3sVXf
About Vuzix Corporation
Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field. Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.
WALTER ENERGY: Canadian Unit CCAA Stay Period Extended to June 24
-----------------------------------------------------------------
Walter Energy Canada Holdings, Inc., ("Walter Energy Canada"), its
direct and indirect subsidiaries and affiliates (collectively with
Walter Energy Canada, the "Canadian Petitioners") and partnerships
(collectively with the Canadian Petitioners, the "Walter Canada
Group"), on March 31 disclosed that it has received an extension of
the Stay Period under the Companies' Creditors Arrangement Act
(Canada) (the "CCAA") to June 24, 2016 from the Supreme Court of
British Columbia. Walter Canada Group obtained creditor protection
under CCAA pursuant to an Initial Order granted on December 7,
2015. The extension of the Stay Period will allow Walter Canada
Group to continue its sale and investment solicitation process for
the Company's assets (the "SISP") with the assistance of its
financial advisor, PJT Partners LP ("PJT").
In accordance with the terms of the SISP, PJT launched Phase 1 of
the SISP on January 18, 2016 to solicit indications of interest in
the business and assets of the Walter Canada Group in the form of
non-binding letters of intent ("LOIs") from various potential
bidders. In light of the number of LOIs received prior to the
March 18, 2016 Phase 1 deadline, the Chief Restructuring Officer,
in consultation with the Monitor, KPMG Inc. and PJT, has determined
that there is a reasonable prospect of obtaining one or more Bids.
Accordingly, prospective bidders were notified that the SISP was
progressing to Phase 2 on or about March 28, 2016.
Obligations incurred after the filing date, including obligations
to employees and key suppliers of goods and services, continue to
be paid on an ongoing basis.
Walter Energy Canada is a holding company for the Canadian and UK
operations of Walter Energy, Inc. of Birmingham, Alabama. Walter
Energy Canada and Walter United Kingdom were not part of the U.S.
chapter 11 filing of Walter Energy, Inc. on July 15, 2015 and are
not included in the asset purchase agreement that Walter Energy,
Inc. entered into on November 5, 2015.
About Walter Energy Canada
Walter Energy Canada's Canadian operations consist primarily of
three coal mines and exploration properties in the Chetwynd and
Tumbler Ridge areas of Northeast British Columbia. Walter Energy
Canada also owns one coal mine in South Wales through its
subsidiary Walter United Kingdom. All four mines are idled as a
result of current market conditions.
The Wolverine Mine in British Columbia is an open-pit metallurgical
coal mine with a coal processing plant and a rail load-out facility
capable of handling 2.0-2.5 million metric tons per year.
The Brule Mine in British Columbia is an open pit metallurgical
coal mine and produces a premium low volatile pulverized coal
injection (PCI) product.
The Willow Creek Mine in British Columbia is an open-pit
metallurgical coal mine with a coal processing plant and a rail
load-out facility capable of handling production from both the
Brule and Willow Creek mines. The Willow Creek Mine produces both
metallurgical coal and coal used for pulverized injection purposes.
The coal reserves are comprised of an estimated one-third
metallurgical coal and two-thirds low-volatile pulverized coal
(PCI).
The Aberpergwm Mine in South Wales is an underground development
mine located near the town of Neath. The mine produces anthracite
coal, which can be sold as a low-volatile PCI coal, and other
products used for domestic purposes.
About Walter Energy
Walter Energy, Inc. -- http://www.walterenergy.com/-- is a
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America. The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in the
United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on
July 15, 2015, after signing a restructuring support agreement
with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: Closes Sale of Alabama Assets to 1st Lien Creditors
------------------------------------------------------------------
Walter Energy, Inc., has closed the previously announced sale of
substantially all of its core assets, comprising its Alabama coal
assets, to Warrior Met Coal, LLC (formerly known as Coal
Acquisition LLC), an entity owned by the Company's first lien
creditors. The transaction was effective as of 11:59 pm CDT on
March 31, 2016.
As reported by the Troubled Company Reporter, Walter Energy on
November 5, 2015, entered into a stalking horse asset purchase
agreement with Coal Acquisition, a Delaware limited liability
company formed by members of the Company's senior lender group,
pursuant to which, among other things, the Buyer agreed to acquire
substantially all of the Company's Alabama assets for aggregate
consideration of approximately $5.4 million in cash (subject to
certain adjustments), a credit bid of first lien obligations in an
aggregate amount of approximately $1.15 billion, as adjusted, and
the assumption of certain liabilities.
On January 8, 2016, the Bankruptcy Court for the Northern District
of Alabama entered an order approving the sale pursuant to section
363 of the Bankruptcy Code and entry into an asset purchase
agreement setting forth the terms of the sale transaction, after a
court-supervised sale process.
On March 31, 2016, immediately prior to the closing of the Asset
Sale, the Company and the Buyer entered into an amended and
restated asset purchase agreement, incorporating prior amendments
to the asset purchase agreement and providing for certain changes
to the terms of the Asset Sale as agreed to by the parties. A copy
of the revised deal is available at http://is.gd/JsAQob
With the close of this transaction, Walter Energy has transferred
ownership of virtually all of its U.S. operating assets to third
parties under the court-supervised sale process. Earlier this year
it completed the sale of its non-core U.S. assets to Seminole Coal
Resources, LLC, ERP Compliant Coke, LLC and ERP Environmental Fund,
Inc., all affiliates of ERP Compliant Fuels, LLC and Virginia
Conservation Legacy Fund, Inc.
Following the consummation of the Asset Sale, the Company and the
other Debtors have no further material business operations. The
Debtors are evaluating their options with respect to wind down of
their remaining assets.
Walter Energy's remaining assets include Walter Energy Canada
Holdings, Inc., a wholly-owned subsidiary with assets in both
Canada and the UK. On December 7, 2015, Walter Canada obtained
creditor protection under the Companies' Creditors Arrangement Act
pursuant to an Initial Order granted by the Supreme Court of
British Columbia located in Vancouver, B.C.
Walter Energy was advised in the transaction by the law firms of
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Bradley Arant
Boult Cummings LLP, as well as investment banking and financial
advisors PJT Partners and AlixPartners LLP. Advisors to Warrior Met
Coal, LLC included Akin Gump Strauss Hauer & Feld LLP and Burr &
Forman LLP, with Lazard Freres & Co. LLC serving as investment
banking advisor.
About Walter Energy
Walter Energy, Inc. (OTC Pink:WLTG) -- http://www.walterenergy.com/
-- was a metallurgical coal producer for the global steel industry
with strategic access to steel producers in Europe, Asia and South
America. The Company also produced thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in the
United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama
on July 15, 2015, after signing a restructuring support agreement
with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WALTER ENERGY: William Harvey Joins Board, Named President & CFO
----------------------------------------------------------------
Walter Energy, Inc. said that on March 24, 2016, its Board of
Directors increased the size of the board from eight directors to
nine directors and appointed William G. Harvey as a director to
fill the vacancy, effective immediately. Also on March 24, 2016,
the Board of Directors appointed Mr. Harvey as President,
Secretary, Treasurer, Chief Financial Officer and Executive Vice
President effective as of the closing of the Asset Sale.
Immediately following the closing of the sale of the Debtors'
Alabama assets to Coal Acquisition, each of the directors other
than Mr. Harvey resigned from the board, including Messrs. Michael
T. Tokarz, Jerry W. Kolb, Patrick A. Kriegshauser, Joseph B.
Leonard, Bernard G. Rethore, Walter J. Scheller, III, and A.J.
Wagner and Ms. Mary R. "Nina" Henderson, in each case, effective
immediately.
In addition, on March 31, 2016, effective upon the closing of the
Asset Sale, each of the Company's officers, other than Mr. Harvey,
resigned from all positions with the Debtors, including: Messrs.
Walter J. Scheller, III, the Company's Chief Executive Officer;
Richard A. Donnelly, the President of Jim Walter Resources, Inc.;
Earl H. Doppelt, the Company's Executive Vice President, General
Counsel and Secretary; Michael T. Madden, the Company's Senior Vice
President and Chief Commercial Officer; and Brian M. Chopin, the
Company's Chief Accounting Officer and Corporate Controller.
Effective upon the closing of the Asset Sale, on March 31, 2016,
the Board also amended the By-Laws of the Company to require a
minimum of one director serving on the board, as opposed to five
directors as previously provided.
About Walter Energy
Walter Energy, Inc. (OTC Pink:WLTG) -- http://www.walterenergy.com/
-- was a metallurgical coal producer for the global steel industry
with strategic access to steel producers in Europe, Asia and South
America. The Company also produced thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in the
United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama
on July 15, 2015, after signing a restructuring support agreement
with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WOODVILLE LUMBER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Woodville Lumber Inc. 16-90088
498 County Road 1050
Woodville, TX 75979
Woodville Lumber II, LLC 16-90089
498 County Road 1050
Woodville, TX 75979
GP Lumber LLC 16-90090
498 County Road 1050
Woodville, TX 75979
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 4, 2016
Court: United States Bankruptcy Court
Eastern District of Texas (Lufkin)
Debtors' Counsel: William Steven Bryant, Esq.
LOCKE LORD LLP
600 Travis Street, Suite 2800
Houston, TX 77002
Tel: (713) 226-1489
Fax: (713) 223-3717
E-mail: sbryant@lockelord.com
Estimated Estimated
Assets Liabilities
---------- -----------
Woodville Lumber Inc. $10MM-$50MM $10MM-$50MM
Woodville Lumber II $10MM-$50MM $10MM-$50MM
GP Lumber LLC $10MM-$50MM $10MM-$50MM
The petitions were signed by Anna Leibold, CEO.
The Debtors did not include a list of their largest unsecured
creditors when they filed the petitions.
WRIGHTWOOD GUEST: Court Denies Hiring of Drummond as Special Atty
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied Wrightwood Guest Ranch, LLC's motion to employ Drummond &
Associates as special counsel for the Greenlake Real Estate Fund,
LLC litigation.
Secured Creditor GreenLake Real Estate Fund LLC objected to to the
motion, complaining that: (1) the Debtor has not and cannot
demonstrate how employment of Drummond would benefit the estate or
be necessary to the administration of the case; and (2) the
Debtor's claims of unconscionability, usury and breach of fiduciary
duty are meritless.
The Official Committee of Unsecured Creditors stated that it does
not object to the employment of D&A so long as the employment is
limited to the filing of an objection to the proof of claim of
Greenlake. The Committee objects to any work to be performed by
D&A other than the filing of an objection to Greenlake's proof of
claim.
As reported by the Troubled Company Reporter on Dec. 28, 2015,
the firm will be paid at these hourly rates:
Donald F. Drummond $425
Bridget B. Laurent $400
Drummond & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Donald F. Drummond, attorney and owner of Drummond & Associates,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
The Committee is represented by:
Douglas A. Plazak, Esq.
REID & HELLYER
A Professional Corporation
3880 Lemon Street, Fifth Floor
P.O. Box 1300
Riverside, CA 92502-1300
Tel: (951) 682-1771
Fax: (951) 686-2415
E-mail: dplazak@rhlaw.com
GreenLake is represented by:
Timothy L. Neufeld, Esq.
Yuriko M. Shikai, Esq.
Eva Wong, Esq.
NEUFELD MARKS
A Professional Corporation
315 West Ninth Street, Suite 501
Los Angeles, CA 90015
Tel: (213) 625-2625
Fax: (213) 625-2650
E-mails: tneufeld@neufeldmarks.com
ewong@neufeldmarks.com
yshikai@neufeldmarks.com
Stephen F. Biegenzahn, Esq.
FRIEDMAN LAW GROUP, P.C.
1900 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
Tel: (310) 552-8210
Fax: (310) 733-5442
E-mail: sbiegenzahn@flg-law.com
The Debtor is represented by:
Riley C. Walter, Esq.
Holly E. Estes, Esq.
WALTER & WILHELM LAW GROUP
A Professional Corporation
205 East River Park Circle, Suite 410
Fresno, CA 93720
Tel: (559) 435-9800
Fax: (559) 435-9868
E-mails: rileywalter@W2LG.com
hestes@W2LG.com
Drummond & Associates can be reached at:
Donald F. Drummond, Esq.
DRUMMOND & ASSOCIATES
One California Street, Suite 300
San Francisco, CA 94111
Tel: (415) 433-2261
Fax: (415) 438-9819
E-mail: buldogdrum@drummondlaw.net
About Wrightwood Guest Ranch
Wrightwood Guest Ranch LLC, a California limited liability
company, provides recreational services such as Snow Play, Zip
Line, endurance races, logging and other outdoor events at a
300-acre property it owns in Wrightwood area of Los Angeles County.
WGR also operates a wedding and special event center at a
2.45-acre property at Wrightwood area.
WGR is 60% owned by Richard and Judy Halllett and 40% owned by
GREF WGR I, LLC, an affiliate of secured creditor GreenLake Real
Estate Fund, LLC. WGR owns 100% of the interests in Wrightwood
Guest Ranch Holdings, LLC, which in turns owns 100% of the
interests in Wrightwood Canopy Tours, LC.
Being concerned about GreenLake's threat of foreclosure, unsecured
creditors Masterpiece Marketing, Larry Rundle, and Snyder
Dorenfeld, filed an involuntary petition against Wrightwood Guest
Ranch LLC (Bankr. C.D. Cal. Case No. 15-17799) on Aug. 5, 2015.
The Petitioners' counsel is Douglas A Plazak, Esq., at Reid &
Hellyer, APC, in Riverside, California.
The Bankruptcy Court on Aug. 31, 2015, granted Wrightwood Guest
Ranch's request for relief under Chapter 11 and vacated the
Involuntary Petition filed against the Debtor.
The case is assigned to Judge Scott C. Clarkson.
The Debtor tapped Walter & Wilhelm Law Group as bankruptcy
counsel; Hall & Company as accountants; and Baker, Manock & Jensen
as special counsel.
The Debtor filed a proposed Plan and Disclosure Statement on
Oct. 26, 2015. On Dec. 4, 2014, it filed an amended Plan and
Disclosure Statement.
Under the Plan, the Debtor intends to pay unsecured creditors 100
percent of their allowed claims, together with interest at a rate
of 1.5 percent. Part of the creditor payments will be made in
semi-annual installments over the course of the next 60 months; the
remainder will be paid "with a balloon payment due at the end of
the sixtieth month following the Effective Date."
WRIGHTWOOD GUEST: Richard J. Laski Appointed as Chapter 11 Trustee
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The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California approved the appointment of Richard
J. Laski as Chapter 11 trustee for Wrightwood Guest Ranch, LLC.
On Jan. 19, 2016, Peter C. Anderson, the U.S. Trustee for Region
16, applied for the approval of appointment of Mr. Laski, pursuant
to a Jan. 15 order directing appointment of a trustee.
Counsel to the U.S. Trustee consulted with these
parties-in-interest regarding the appointment of Mr. Laski:
a. Holly Estes and Riley C. Walter as counsel for the Debtor;
b. Douglas A. Plazak as counsel to the Official Committee of
Unsecured Creditors;
c. Stephen F. Biegenzahn as counsel for Greenlake Real Estate
Fund LLC; and
d. David K. Dorenfeld as counsel for Creditor Larry Rundle.
To the best of the U.S. Trustee's knowledge, Mr. Laski's
connections with the Debtor, creditors, any other
parties-in-interest, their respective attorneys and accountants,
the U.S. Trustee, and persons employed in the Office of the U.S.
Trustee, are limited to the connections set forth in the
declaration filed in support of this Application.
The U.S. Trustee is represented by:
Peter C. Anderson
U.S. Trustee
Abram S. Feuerstein, Esq.
Assistant U.S. Trustee
Jason Schrader, Esq.
Trial Attorney
U.S. Department of Justice
Office of the U.S. Trustee
3801 University Ave, Suite 720
Riverside, CA 92501-2804
Tel: (951) 276-6990
Fax: (951) 276-6973
E-mail: Abram.S.Feuerstein@usdoj.gov
About Wrightwood Guest Ranch
Wrightwood Guest Ranch LLC, a California limited liability
company, provides recreational services such as Snow Play, Zip
Line, endurance races, logging and other outdoor events at a
300-acre property it owns in Wrightwood area of Los Angeles County.
WGR also operates a wedding and special event center at a
2.45-acre property at Wrightwood area.
WGR is 60% owned by Richard and Judy Halllett and 40% owned by
GREF WGR I, LLC, an affiliate of secured creditor GreenLake Real
Estate Fund, LLC. WGR owns 100% of the interests in Wrightwood
Guest Ranch Holdings, LLC, which in turns owns 100% of the
interests in Wrightwood Canopy Tours, LC.
Being concerned about GreenLake's threat of foreclosure, unsecured
creditors Masterpiece Marketing, Larry Rundle, and Snyder
Dorenfeld, filed an involuntary petition against Wrightwood Guest
Ranch LLC (Bankr. C.D. Cal. Case No. 15-17799) on Aug. 5, 2015.
The Petitioners' counsel is Douglas A Plazak, Esq., at Reid &
Hellyer, APC, in Riverside, California.
The Bankruptcy Court on Aug. 31, 2015, granted Wrightwood Guest
Ranch's request for relief under Chapter 11 and vacated the
Involuntary Petition filed against the Debtor.
The case is assigned to Judge Scott C. Clarkson.
The Debtor tapped Walter & Wilhelm Law Group as bankruptcy
counsel; Hall & Company as accountants; and Baker, Manock & Jensen
as special counsel.
The Debtor filed a proposed Plan and Disclosure Statement on
Oct. 26, 2015. On Dec. 4, 2014, it filed an amended Plan and
Disclosure Statement.
Under the Plan, the Debtor intends to pay unsecured creditors 100
percent of their allowed claims, together with interest at a rate
of 1.5 percent. Part of the creditor payments will be made in
semi-annual installments over the course of the next 60 months; the
remainder will be paid "with a balloon payment due at the end of
the sixtieth month following the Effective Date."
YORK CITY, PA: Moody's Affirms Ba1 GO Rating, Outlook Still Neg.
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Moody's Investors Service has affirmed York (City of) PA's General
Obligation rating of Ba1. The Ba1 rating will applies to $62
million of debt outstanding. The outlook remains negative.
The Ba1 rating reflects the continued pressure the city faces in
returning to structural balance as liquidity remains extremely
tight and the tax base remains stagnant. While the city has taken
measures to improve its fiscal position, the General Fund continues
to rely on its enterprise fund and cash flow borrowing for
operations. The rating also reflects the city's moderately-sized
tax base with low wealth levels, and an elevated debt burden.
Rating Outlook
The negative outlook incorporates Moody's expectation that the
city's finances will remain consistent in the near term with
extremely tight liquidity and limited financial flexibility.
Factors that Could Lead to an Upgrade
Trend of structurally balanced operations leading to growth in
reserves and improved liquidity
General Fund becomes self-supporting
Substantial reduction in debt burden
Material growth and diversification in tax base
Factors that Could Lead to a Downgrade
Fiscal 2014 results differ significantly from unaudited
financials
Fiscal 2015 outcome worse than anticipated
Further declines in reserves
Loss of enterprise funds to support General Fund operations
Inability to secure cash flow borrowing as needed
Increase in debt burden further limiting financial flexibility
Legal Security
Series 1995 bonds are secured by City of York's unlimited
general obligation tax pledge.
Use of Proceeds
N/A
Obligor Profile
The City of York is located in York County, 25 miles south of
Harrisburg. The city has a population of 43,865.
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.
[*] Insolvency Trustee John Adamson Supports OSB Directive No. 33
-----------------------------------------------------------------
As of April 1, 2016, all trustees with a valid licensed issued by
the Superintendent of Bankruptcy (OSB) are required to use the
professional designation "Licensed Insolvency Trustee" (LIT). The
objective of OSB Directive No.33, issued on December 2, 2015, is to
make it easier for Canadians to recognize and identify
professionals licensed by the OSB, so they can make informed
decisions on how to restructure debt. According to John Adamson,
Licensed Insolvency Trustee, Accountant (CMA), Chartered Insolvency
and Restructuring Practitioner (CIRP), and owner of Adamson &
Associates Inc. -- http://www.adamsontrustee.com-- the changes
implemented by the OSB will help consumers and businesses in
financial trouble find the qualified licensed professional that
best suits their needs.
"Although initially the change in title from Trustee in Bankruptcy
to Licensed Insolvency Trustee will cause some confusion for those
familiar with the prior title, it is a welcomed change, and we see
it as a step in the right direction," says Mr. Adamson. "The word
bankruptcy has a negative connotation and scares many people. Too
often people seek help from unqualified, unlicensed people, only to
be eventually referred to a trustee in bankruptcy. Sadly, many
people are not aware that it's only a trustee in bankruptcy that
can settle debts through a proposal. There are two types of
proposals; consumer proposals are a highly effective tool for those
people with unsecured debts of less than $250,000. We can usually
negotiate a substantial reduction in the amount a person owes, and
we can usually negotiate the repayment be interest-free, and the
person is given up to five years to repay the negotiated amount,"
states Mr. Adamson.
"In situations where a corporation or a person with more than
$250,000 needs to settle their debts, a division one proposal will
be offered by the trustee in bankruptcy. In both cases, it is the
trustee that becomes involved to restructure the debt situation and
thus helping the person to avoid bankruptcy. There are numerous
other duties that trustees in bankruptcy execute. For example,
only a trustee in bankruptcy can perform a receivership which is an
option used by secured lenders to recover their loans, usually made
to corporations. In addition, trustees perform various financial
reviews for lenders, and in some instances, provide litigation
support.
It, therefore, seems only appropriate that the title for the
profession be changed from the archaic term trustee in bankruptcy
to licensed insolvency trustee as it more accurately reflects the
range of services we provide," explains Mr. Adamson.
About Adamson & Associates Inc.
Working with a team of qualified professionals, John Adamson --
http://www.adamsontrustee.com-- a Licensed Insolvency Trustee
(LIT), Chartered Insolvency and Restructuring Practitioner (CIRP),
and accountant (CMA), assists individuals and businesses in
financial distress. Serving Southwestern Ontario, Adamson &
Associates Inc. offers personal and commercial bankruptcy services
and credit counseling. As experienced and respected Ontario
trustees, Adamson and Associates solve personal debt problems and
assists businesses in debt. They also provide receivership
liquidation services, business restructuring, and proposals. With
offices in St. Thomas, Kitchener/Waterloo, London South, London
North, Chatham, and Windsor, Adamson & Associates Inc. offers free
consultations, evening and weekend appointments, and flexible fee
payment arrangements.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***