/raid1/www/Hosts/bankrupt/TCR_Public/160407.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 7, 2016, Vol. 20, No. 98
Headlines
21ST CENTURY ONCOLOGY: Moody's Lowers CFR to Caa1
AGRIPROCESSORS INC: Trustee Can Recover Transfers to Luana Savings
ALLIED FINANCIAL: Employs Leomarie Pabon as Real Estate Broker
ALLIED FINANCIAL: Seeks to Hire Ismael Isern Suarez as Appraiser
AMAN RESORTS: Parties Seeks to Withdraw From Amended Petition
AMERICAN AIRLINES: No Extension to File Proof of Claim for G. Hayes
AMERICAN EAGLE ENERGY: Payout Plan Filed After Assets Sold for $37M
ANTERO ENERGY: Schedules $45M in Assets, $25.5M in Debt
APOLLO MEDICAL: Gets $5M Equity Investment From Network Medical
ASPECT SOFTWARE: Seek Approval of Performance Award Program
ASSOCIATED COMMUNITY: C&C's Bid to Strike Partially Denied
ATLANTIC & PACIFIC: Affiliate Settles Dispute With New Utrecht
BALMORAL RACING: Sells OTB Operation to Hawthorne for $50K
BG MEDICINE: Incurs $6.95 Million Net Loss in 2015
BIG APPLE VOLKSWAGEN: Partial Grant of Summary Judgment Recommended
BIOLIFE SOLUTIONS: Names K. Foster Principal Operations Officer
BION ENVIRONMENTAL: Provides Copy of Shareholder Update Letter
BULLIONDIRECT INC: May 23 Auction for Web Platform Assets
CASA MEDIA: Has Until May 30 to File Ch. 11 Plan
CEB INC: S&P Puts 'BB' CCR on Watch Negative Over Evanta Deal
CHAMPION INDUSTRIES: CEO Holds 33,043 of Class A Shares
CHARLESTON ASSOCIATES: Suit vs. RA Southeast Closed
DF SERVICING: Schedules $94.7M in Assets, $159.9M in Debt
EFTENI INC: Case Summary & 6 Unsecured Creditors
EIDOS LLC: Court Allows Stairway to Proceed with Arbitration
EMMAUS LIFE: Delays Filing of 2015 Annual Report
EMPRESAS OMAJEDE: Wins Approval of Reorganization Plan
FILMED ENTERTAINMENT: Taps Prime Clerk as Balloting Agent
FINJAN HOLDINGS: Court Lifts Stay in Finjan v. Symantec
GELTECH SOLUTIONS: Amends 8.9M Shares Prospectus with SEC
GLYECO INC: Incurs $12.5 Million Net Loss in 2015
GREAT BASIN: Has Swap Agreements with Warrant Holders
GREAT LAKES COMNET: Schedules $24.4M in Assets, $28.3M in Debt
GREAT LAKES COMNET: To Employ Loomis Ewert as Special Counsel
HORSEHEAD HOLDING: Akin Gump Advising Ad Hoc Noteholder Committee
HOWELL MOUNTAIN: Cannot Assume Lease Prior to Ruling in Rent Claim
IHEARTCOMMUNICATIONS INC: Cancels Talks with D.E. Shaw, et al.
INTERPARK INVESTORS: Hires CBRE Inc. as Real Estate Broker
LAWRENCE SCHIFF SILK: Involuntary Chapter 11 Case Summary
LEAPFROG ENTERPRISES: Now a Wholly-owned Subsidiary of VTech
LEXI DEVELOPMENT: North Bay Seeks Turnover of Cash Collateral
LILY GROUP: Hires Chilcote Kibbe & Hillery as Co-Counsel
MAGNETATION LLC: DIP Maturity Date Extended to July 7
MAGNUM HUNTER: Creditors Object to Creation of Equity Committee
MAGNUM HUNTER: Objects to Creation of Equity Committee
MAGNUM HUNTER: U.S. Trustee, Pipeline Operators Object to Plan
MEDOMICS LLC: Case Summary & 20 Largest Unsecured Creditors
MGM RESORTS: Units Commence $1.05 Billion Senior Notes Offering
MID-STATES SUPPLY: $20M DIP Financing Has Final Approval
MIDSTATES PETROLEUM: Grant Thornton Replaces Deloitte as Auditors
MOUNTAIN COUNTRY: W. Va. Affirms Arbitration Award in "Cunningham"
NEWBURY COMMON: Deadline to Remove Suits Extended to May 3
NORANDA ALUMINUM: Creditors' Panel Hires Lowenstein as Counsel
NORANDA ALUMINUM: Creditors' Panel Hires Spencer Fane as Counsel
NORANDA ALUMINUM: Panel Hires Houlihan Lokey as Fin'l Advisor
NOVOLEX HOLDINGS: Moody's Affirms B2 CFR, Outlook Stable
NUO THERAPEUTICS: Committee Retains Pepper Hamilton as Counsel
NUO THERAPEUTICS: Employs Gordian Group as Financial Advisor
NUO THERAPEUTICS: Plan, Disclosures Hearing Set for April 25
NUO THERAPEUTICS: Taps Epiq Bankruptcy as Administrative Advisor
PACIFIC EXPLORATION: Fitch Cuts Issuer Default Ratings to 'RD'
PALMAZ SCIENTIFIC: Seeks to Hire Rosenbaum IP as Special Counsel
PALMAZ SCIENTIFIC: To Hire Kreager Mitchell as Corporate Counsel
PETROLEUM PRODUCTS: Hires H&W as Special Litigation Counsel
PREMIUM TRANSPORTATION: TEC of California Resigns From Committee
PT USA LP: Voluntary Chapter 11 Case Summary
PUERTO RICO: Governor Signs Bill Allowing Halt to Debt Payments
RADIOSHACK CORP: Haywood's Bid for Admin. Expense Claim Denied
RCS CAPITAL: Amends Schedules of Assets and Liabilities
RCS CAPITAL: April 22 Confirmation Objection Deadline
RENN FUND: Board Approves Plan of Liquidation & Dissolution
RESPONSE GENETICS: Asks Court to Dismiss Ch. 11 Case
SALADO SMILES: Case Summary & 20 Largest Unsecured Creditors
SCHUPBACH INVESTMENTS: Rose Hill May Disburse Bond Money
SDI SOLUTIONS: Hires Donlin Recano as Administrative Agent
SDI SOLUTIONS: To Employ Gulf Atlantic as Financial Advisor
SEDGWICK CLAIMS: Moody's Maintains B3 CFR on Plans to Borrow
SEDGWICK INC: S&P Affirms 'B' CCR on Proposed Dividend Recap
SOUTHERN MARINE: Asks Court to Dismiss Involuntary Ch. 11 Case
SPENDSMART NETWORKS: Amends Convertible Promissory Notes
SPRINT INDUSTRIAL: S&P Affirms 'CCC' CCR, Off Watch Negative
ST. VINCENT'S HOSPITAL: NY Court Grants P. Kelleher Leave to Amend
STERIGENICS-NORDION HOLDING: S&P Rates New $120MM Sr. Sec. Notes B
SUTTON 58 OWNER: Case Summary & 20 Largest Unsecured Creditors
TREMONT AREA: S&P Lowers Rating on 2011 GO Bonds to 'BB-'
TRISTREAM EAST: Seeks Approval of $8 Million DIP Financing
VALEANT PHARMACEUTICALS: Moody's Retains B2 CFR on Ad Hoc Comm.
VERSO CORP: Court Approves Sec. 503(b)(9) Claims Filing Protocol
VERSO CORP: Wants to Hire PJT Partners as Investment Banker
VKI HOLDINGS: Case Summary & Unsecured Creditor
VKI VENTURES: Case Summary & Unsecured Creditor
WINSWAY ENTERPRISES: Chapter 15 Case Summary
WINSWAY ENTERPRISES: Files for Chapter 15 Protection in New York
WRIGHTWOOD GUEST: Court OKs Wilshire Partners as Accountant
X K SPORTS: Case Summary & 2 Unsecured Creditors
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
21ST CENTURY ONCOLOGY: Moody's Lowers CFR to Caa1
-------------------------------------------------
Moody's Investors Service downgraded 21st Century Oncology, Inc.'s
Corporate Family Rating to Caa1 from B3, Probability of Default
Rating to Caa1-PD from B3-PD, first lien bank credit facility
ratings to B2 from B1, and senior unsecured notes rating to Caa3
from Caa2. Concurrently, Moody's lowered the Speculative Grade
Liquidity Rating to SGL-4 from SGL-2. The ratings outlook is
stable.
The rating downgrade reflects Moody's expectation for negative free
cash flow in 2016, which will further stress the company's weak
liquidity position. Moody's also believes that operating pressures
will result in lower EBITDA and that Moody's adjusted leverage will
increase to around 6.5 times by the end of 2016.
The company's Speculative Grade Liquidity Rating was lowered to
SGL-4, reflecting Moody's expectation of a weak liquidity position,
characterized by negative free cash flow and limited cash
availability. Moody's estimates that revolver availability plus
cash declined from about $170 million at Sept. 30, 2015, to around
$75 million at the end of March 2016. Further, the company has
fully drawn its $125 million revolver and is currently in technical
default of its credit agreement and bond indentures for the failure
to file its financial statements timely.
21st Century Oncology, Inc.:
These ratings were downgraded:
-- Corporate Family Rating, downgraded to Caa1 from B3
-- Probability of Default Rating, downgraded to Caa1-PD from
B3-PD
-- Senior Secured Revolving Credit Facility, downgraded to B2
(LGD3) from B1 (LGD2)
-- Senior Secured Term Loan, downgraded to B2 (LGD3) from B1
(LGD2)
-- Senior Unsecured Notes, downgraded to Caa3 (LGD5) from Caa2
(LGD5)
This rating was lowered:
-- Speculative Grade Liquidity Rating, lowered to SGL-4 from
SGL-2
RATINGS RATIONALE
21st Century's Caa1 Corporate Family Rating reflects the company's
weak liquidity profile, negative free cash flow and high financial
leverage. Moody's adjusted debt to LTM EBITDA was 6.2 times at
Sept. 30, 2015. The rating also considers risks associated with
the company's considerable concentration by geography and payor.
Furthermore, Moody's expects that the company will have difficulty
offsetting industry pressures by reducing costs or increasing
average daily treatment volumes above industry growth rates in the
near term. However, the rating benefits from 21st Century's
competitive industry position as the largest freestanding oncology
provider with over $1 billion in revenue and a significant
technology platform. The rating is also supported by the company's
clustered facility strategy that offers competitive advantages and
its pricing advantage versus similar services provided in
hospitals.
The stable outlook reflects Moody's expectation that 21st Century
will resolve the issues resulting in the company's inability to
provide audited financial statements in the near term. Further,
Medicare reimbursement rates will remain at 2016 levels for 2017
and 2018, which compares favorably to the historic declines
experienced in the sector, and alleviates pressure on the company's
top line and profitability in these years.
The rating could be downgraded if the company's liquidity position
deteriorates due to greater than expected negative free cash flow.
If interest coverage, defined as EBITDA minus capital
expenditures-to-interest expense, is sustained below 1 time or if
the company does not file its 2015 financial statements within the
30 day cure period, the rating will be downgraded.
The rating could be upgraded if 21st Century is able to materially
improve earnings and cash flow. If free cash flow becomes
materially positive and the company is able to improve liquidity,
the rating could be upgraded. Moody's would also need to see
Moody's adjusted debt to EBITDA below 6 times for a sustained
period.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
21st Century is an integrated cancer care company that as of
September 30, 2015 operated 182 radiation treatment facilities in
the US (90% of revenue) and Latin America (10% of revenue). The
company's revenue for the twelve months ended Sept. 30, 2015, was
$1.1 billion. 21st Century is majority owned by Vestar Capital.
AGRIPROCESSORS INC: Trustee Can Recover Transfers to Luana Savings
------------------------------------------------------------------
Judge Linda R. Reade of the United States District Court for the
Northern District of Iowa, Eastern Division, affirmed the April 20,
2015 order of the United States Bankruptcy Court for the Northern
District of Iowa, which ruled that the trustee, Joseph E. Sarachek,
was entitled to recover $1,556,782.89 of preferential transfers
that the Chapter 7 debtor Agriprocessors, Inc., made to Luana
Savings Bank during the 90-day preference period.
Sarachek, who had sought to avoid at least $5,134,582.68 in
allegedly preferential transfers and an improper setoff between the
debtor's accounts with account numbers 367788 and 1430, appealed
the order on May 1, 2015. Sarachek argued that the bankruptcy
court erred in excluding the posting errors the bank made during
the preference period, netting the funds in the 1430 account and
367788 account, and adopting a distinction between true overdrafts
and intraday overdrafts for establishing antecedent debt.
Luana Savings Bank cross-appealed on May 13, 2015, arguing that the
bankruptcy court erred in finding that the bank did not qualify for
the ordinary course of business defense, finding that the bank was
not entitled to invoke the contemporaneous exchange for new value
defense, holding that the bank was not acting as a mere "conduit"
for the debtor's funds, rejecting the bank's claims that any
recovery in the instant action would constitute improper double
recovery for the trustee, and failing to limit the total amount of
recovery to the "darkest day" of overdrafts.
Judge Reade agreed with the bankruptcy court in holding that
intraday overdrafts do not constitute antecedent debt. The judge
also affirmed the bankruptcy court's finding that Luana Savings
Bank was not acting as a mere conduit when it received transfers on
account of true overdrafts in the 1430 account.
Judge Reade also affirmed the bankruptcy court's finding that the
parties did not intend any sort of contemporaneous exchange. The
judge found that the parties' course of dealings provides evidence
of the bank's intent, not to provide some sort of new value in
exchange for transfers on the true overdrafts, but merely to permit
"a continuation of its 'long standing relationship' with the
debtor.
Judge Reade also affirmed the bankruptcy court's rejection of the
bank's section 547(c)(2) defense, finding that the debts in
question, true overdrafts, were not incurred in the ordinary course
of business.
Finally, Judge Reade found that the bankruptcy court did not err as
to its calculation of total avoidable transfers that Luana Savings
Bank received from Agriprocessors, Inc.
The case is IN RE: AGRIPROCESSORS, INC., Debtor. JOSEPH E.
SARACHEK, in his capacity as Chapter 7 Trustee,
Appellant/Cross-Appellee, v. LUANA SAVINGS BANK,
Appellee/Cross-Appellant, No. 15-CV-1015-LRR (N.D. Iowa).
A full-text copy of Judge Reade's March 15, 2016 order is available
at http://is.gd/yIX6L5from Leagle.com.
Joseph E Sarachek is represented by:
Dan Childers, Esq.
Paula Lynn Roby, Esq.
Nicholas J Kilburg, Esq.
ELDERKIN & PIRNIE LAW FIRM
316 Second St. S.E., Suite 124
Cedar Rapids, IA 52401
Tel: (319)362-2137
Fax: (319)362-1640
Email: dchilders@elderkinpirnie.com
proby@elderkinpirnie.com
nkilburg@elderkinpirnie.com
Luana Savings Bank is represented by:
Dale Lee Putnam, Esq.
Erik W Fern, Esq.
PUTNAM LAW OFFICE
801 Commerce Dr.
Decorah, IA 52101
Tel: (563)382-2984
Fax: (563)382-8810
Email: putlaw@putlaw.com
efern@putlaw.com
Iowa Bankers Association is represented by:
Julie J McLean, Esq.
DAVIS BROWN LAW FIRM
215 10th Street, Ste. 1300
Des Moines, IA 50309
Tel: (515)288-2500
Fax: (515)243-0654
Email: juliemclean@davisbrownlaw.com
About Agriprocessors, Inc.
Agriprocessors, Inc. owned and operated one of the nation's largest
kosher meatpacking and food-processing facilities in Postville,
Iowa. On November 4, 2008, it filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 08-47472) in the Bankruptcy Court for the Eastern
District of New York. Joseph E. Sarachek was appointed as the
Chapter 11 trustee. The case was transferred to the Bankruptcy
Court for the Northern District of Iowa (Bankr. N.D. Iowa Case No.
08-02751) on December 15, 2008. Upon the trustee's motion, the
case was converted to a Chapter 7 bankruptcy. The U.S. Trustee for
this region retained Mr. Sarachek as the Chapter 7 Trustee.
Agriprocessors filed for bankruptcy following a raid by immigration
authorities in May 2008 on the plant in Postville, Iowa, where 389
workers were arrested for having forged immigration documents. The
raid led to numerous federal criminal charges, including a
high-profile case against Agriprocessors' President, Sholom
Rubashkin.
Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash,
represented the Company in its Chapter 11 effort. The Debtor
estimated assets and debts of $100 million to $500 million in its
Chapter 11 petition.
SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star. The Court approved the sale free and clear of all liens.
ALLIED FINANCIAL: Employs Leomarie Pabon as Real Estate Broker
--------------------------------------------------------------
Allied Financial, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Leomarie Pabon,
doing business as L Pabon Realty, as real estate broker to act as
exclusive sales agent of the Debtor's property located at 309
Carmen Street, Urb. Cumbres de Mirandero, in Mayaguez, Puerto
Rico.
Leomarie Pabon, doing business as L Pabon Realty will receive a
commission fee of 5% of the sale amount payable upon the execution
of the corresponding deed of sale. Approval by the Court of this
application will constitute approval of the commission fee amount
and the payment terms.
According to the pending closing statement attached to the
application, the Property is proposed to be sold to David Velazquez
and Malky Rivera for $175,000, less debits to the Debtor/Seller for
a net proceed of $161,814.
Leomarie Pabon assures the Court that she is a disinterested person
and her employment is in the best interest of the estate.
About Allied Financial
Allied Financial, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Puerto Rico Case No. 16-00180) on Jan. 15, 2016. The
petition was signed by Rafael Portela as president of the Board of
Directors. The Debtor disclosed total assets of $10.28 million and
total debts of $9.14 million. C. Conde & Assoc. represents the
Debtor as counsel. Mildred Caban Flores has been assigned the
case.
ALLIED FINANCIAL: Seeks to Hire Ismael Isern Suarez as Appraiser
----------------------------------------------------------------
Allied Financial, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Ismael
Isern Suarez from I.S. Appraiser Group, PSC, as appraiser.
The Debtor says it seeks to employ Ismael Isern Suarez in order to
emit an opinion related to the market value of each of the Debtor's
real estate properties.
The Appraiser's compensation for the work to be done will be as
follows:
(a) Non Residential Properties:
* $800 for new appraisal; and
* $200 for each additional property in the same project;
(b) Update of a Non Residential Property:
* 50% of the Original Report fee for the first year; and
* 75% of the Original Report fee after the year; and
(c) Residential Properties single unit:
* $400 for each new appraisal;
* $300 for an update of existing appraisal during the
first year and $400 after the year; and
* $100 each additional unit in the same lot.
The Appraiser will submit the original appraisal and one copy in or
within 30 calendar days after the inspection and the submittal of
all the necessary information.
The total amount to be paid by the Debtor is generated from the
operation of its business. Approval by the Court of this
application will constitute approval of the flat fee amount for the
preparation of the appraisal and the described payment terms.
Ismael Isern Suarez assures the Court that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
About Allied Financial
Allied Financial, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Puerto Rico Case No. 16-00180) on Jan. 15, 2016. The
petition was signed by Rafael Portela as president of the Board of
Directors. The Debtor disclosed total assets of $10.28 million and
total debts of $9.14 million. C. Conde & Assoc. represents the
Debtor as counsel. Mildred Caban Flores has been assigned the
case.
AMAN RESORTS: Parties Seeks to Withdraw From Amended Petition
-------------------------------------------------------------
Adriaan Zecha, George Robinson, and Carolyn Turnbull (the
"Withdrawing Petitioners") seek permission from the U.S. Bankruptcy
Court for the Southern District of New York to withdraw their
claims from the Amended Involuntary Petition Against a
Non-Individual filed on March 7, 2016, against Aman Resorts Group
Limited.
This Chapter 11 proceeding was commenced on March 4, 2016, through
an Involuntary Petition filed against ARGL by Omar Amanat, Peak
Venture Partners, and Carpentaria Management Services Ltd., as
petitioning creditors (the "Original Petitioners"). The Amended
Petition was then filed on March 7, 2016, by attorney Kent Gross,
Esq., purportedly acting on behalf of the Withdrawing Petitioners
and Fonde Investment Capital SA.
Although each Withdrawing Petitioner holds claims against ARGL,
none of the Withdrawing Petitioners signed an engagement letter
retaining Mr. Gross, the Withdrawing Petitioners assert. The
Amended Petition was filed without the knowledge of Mr. Zecha,
without the authorization of Ms. Turnbull, and with Mr. Robinson's
claim having been amended without his authority or consent, the
Withdrawing Petitioners argue.
The Withdrawing Petitioners retained Willkie Farr & Gallagher LLP
on with instructions to withdraw them as petitioning creditors and
take any other corrective action, as appropriate.
The Withdrawing Petitioners are represented by:
Rachel C. Strickland, Esq.
Antonio Yanez, Jr., Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 728-8000
Facsimile: (212)728-8111
E-mail: rstrickland@willkie.com
ayanez@willkie.com
About Aman Resorts Group
The Chapter 11 proceeding of Aman Resorts Group Limited (Bankr.
S.D. New York, Case No. 16-10517 (SCC)) was commenced on March 4,
2016 through an involuntary petition filed against the Debtor by
Omar Amanat, Peak Venture Partners, and Carpentaria Management
Services Ltd., as petitioning creditors. The case is assigned to
the Hon. Shelley C. Chapman.
The Amended Petition was then filed on March 7, 2016, by attorney
Kent Gross, purportedly acting on behalf of Adriaan Zecha, George
Robinson, Carolyn Turnbull, and Fonde Investment Capital SA.
AMERICAN AIRLINES: No Extension to File Proof of Claim for G. Hayes
-------------------------------------------------------------------
Judge Sean H. Lane of the United States Bankruptcy Court for the
Southern District of New York denied the motion filed by pro se
claimant Glad Hayes for an extension to file proof of claim in the
case captioned In re: AMR CORPORATION, et al., Chapter 11,
Reorganized Debtors, Case No. 11-15463 (SHL) (Bankr. S.D.N.Y.).
Hayes' claim arose out of her pending legal dispute against
American Airlines in an action styled as Glad Rustyn Hayes v.
American Airlines, Inc., Case No. 2011-CI-10057 before the District
Court of Bexar County, Texas, 22fth Judicial District. Hayes filed
proof of claim on July 19, 2012, three days after the bar date.
Hayes asserted that she did not receive actual notice of the
deadline for filing claims in the Chapter 11 case, and therefore,
the court should consider her proof of claim filed after the bar
date as if it was still timely. In the alternative, Hayes also
argued that she meets the excusable neglect standard to permit a
late filed claim.
Judge Lane found that Hayes has not provided sufficient evidence to
overcome the presumption that she received the bar date notice.
Judge Lane also found that Hayes has neither satisfied the high
hurdle for excusable neglect as a reason for her delay.
A full-text copy of Judge Failla's March 17, 2016 memorandum of
decision is available at http://is.gd/UMBwORfrom Leagle.com.
AMR Corporation, et al. is represented by:
Robert D. Albergotti, Esq.
Scott W. Everett, Esq.
Autumn D. Highsmith, Esq.
HAYNES AND BOONE, LLP
2323 Victory Avenue, Suite 700
Dallas, TX 75219
Tel: (214)651-5000
Fax: (214)651-5940
Email: robert.albergotti@haynesboone.com
autumn.highsmith@haynesboone.com
-- and --
Jasmine Ball, Esq.
Richard F. Hahn, Esq.
DEBEVOISE & PLIMPTON LLP
919 Third Avenue
New York, NY 10022
Tel: (212)909-6000
Fax: (212)909-6836
Email: jball@debevoise.com
rfhahn@debevoise.com
-- and --
Richard J. Bernard, Esq,
FOLEY & LARDNER LLP
90 Park Avenue
New York, NY 10016-1314
Tel: (212)682-7474
Fax: (212)687-2329
Email: rbernardo@foley.com
-- and --
Paul A. Covell, Esq.
Jeanette L. Dixon, Esq.
MANNING & KASS ELLROD, RAMIREZ, TRESTER LLP
One Battery Park Plaza, 4th Floor
New York, NY 10004
Tel: (212)858-7769
Fax: (212)858-7543
Email: jld@manningllp.com
-- and --
Todd C. Duffield, Esq,
PAUL HASTINGS
75 East 55th Street
New York, NY 10022
Tel: (212)318-6000
Fax: (212)319-4090
-- and --
Lars C. Golumbic, Esq.
Edward J. Meehan, Esq.
Kevin Walsh, Esq.
Julia E. Zuckerman, Esq.
GROOM LAW GROUP, CHARTERED
1701 Pennsylvania Avenue, N.W.
Washington, DC 20006-5811
Tel: (202)857-0629
Fax: (202)659-4503
Email: lgolumbic@groom.com
emeehan@groom.com
kwalsh@groom.com
-- and --
Stephen Karotkin, Esq.
Stephen A. Youngman, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Tel: (212)310-8000
Email: stephen.karotkin@weil.com
-- and --
Alfredo R. Perez, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana, Suite 1700
Houston, TX 77002-2784
Tel: (713)546-5000
Email: alfredo.perez@weil.com
-- and --
Rachel J. Mauceri, Esq
MORGAN, LEWIS & BOCKIUS LLP
1701 Market St.
Philadelphia, PA 19103-2921
Tel: (215)963-5000
Fax: (215)963-5001
Email: rmauceri@morganlewis.com
-- and --
Trey Monsour, Esq.
K&L GATES LLP
1000 Main St., Suite 2550
Houston, TX 77002
Tel: (713)815-7300
Fax: (713)815-7301
Email: trey.monsour@klgates.com
-- and --
Marc G. Schildkraut, Esq.
COOLEY LLP
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004
Tel: (202)728-7000
Fax: (202)842-7899
Email: mschildkraut@cooley.com
-- and --
Jeffrey S. Stein, Esq.
GCG, INC.
1985 Marcus Ave.
Lake Success, NY 11042
Tel: (800)327-3664
-- and --
Michael E. Wiles, Esq.
UNITED STATES BANKRUPTCY COURT SDNY
United States Trustee, U.S. Trustee, is represented by:
Elisabetta Gasparini, Esq.
Brian Shoichi Masumoto, Esq.
Eric J. Small, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
1835 Assembly Street, Suite 953
Columbia, SC 29201
Tel: (803)765-5250
Fax: (803)765-5260
GCG, Inc. Claims Agent, Claims and Noticing Agent, is represented
by Angela Ferrante, Garden City Group, LLC.
Angela Ferrante, Esq.
GARDEN CITY GROUP, LLC
1985 Marcus Ave.
Lake Success, NY 11042
Tel: (800)327-3664
Email: angela.ferrante@gardencitygroup.com
Official Committee of Unsecured Creditors, Creditor Committee, is
represented by:
Neil Matthew Berger, Esq.
Albert Togut, Esq.
TOGUT, SEGAL & SEGAL LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Tel: (212)594-5000
Fax: (212)967-4258
Email: neilberger@teamtogut.com
altogut@teamtogut.com
-- and --
John Wm. Butler, Jr., Esq.
John K. Lyons, Esq.
SKADDEN ARPS SLATE MEAGHER & FLOM LLPS
155 N. Wacker Drive
Chicago, IL 60606
Tel: (312)407-0700
Fax: (312)407-0411
Email: jbutler@hilcoglobal.com
john.lyons@skadden.com
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel; Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, as special counsel; Rothschild Inc., as
financial advisor; and Garden City Group Inc. as claims and notice
agent.
The Official Committee of Unsecured Creditors retained Jack
Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay
Goffman,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP as counsel;
Togut, Segal & Segal LLP as co-counsel for conflicts and other
matters; Moelis & Company LLC as investment banker; and Mesirow
Financial Consulting, LLC, as financial advisor.
AMR Corp., emerged from Chapter 11 bankruptcy protection on Dec. 9,
2013, upon which it merged with US Airways Group. The combination
of American Airlines and US Airways will result in the largest U.S.
airline, with the leading share of traffic along the East Coast and
Central U.S. regions.
AMERICAN EAGLE ENERGY: Payout Plan Filed After Assets Sold for $37M
-------------------------------------------------------------------
Eagle Energy Corporation and AMZG Inc., which sold most of the
assets to Resource Energy Can-Am, LLC, for $36.75 million filed a
Joint Plan of Liquidation that's being co-proposed by the holders
of the Debtors' 11.0% Senior Secured Notes due 2019.
The purpose of the Plan is to provide for the distribution of the
sale proceeds to creditors, and to create the Liquidation Trust to
oversee an orderly liquidation and distribution of the Debtors'
remaining assets.
On the Effective Date of the Plan, the remaining assets will be
transferred to the Liquidating Trust. The Liquidation Trust will
liquidate such assets in an orderly fashion for the benefit of
unsecured creditors.
The Plan Proponents did not state the projected estimated
percentage recovery for unsecured creditors.
A copy of the Plan of Liquidation is available for free at:
http://bankrupt.com/misc/American_Eagle_516_DS.pdf
Sale to Noteholders
The Debtors have already sold most of the assets to Resource Energy
Can-Am, LLC, for $36.75 million following an auction.
The Debtors entered into extensive, arm's length discussions with
the Ad Hoc Noteholders Group regarding a potential acquisition of
the Debtors' assets by credit bidding a portion of the Debtors'
obligations under the Indenture, subject to higher or better bids.
These discussions culminated in the negotiation of an asset
purchase agreement by and between the Debtors and AMZG Acquisition
LLC, an entity formed by the Ad Hoc Noteholders Group, pursuant to
which the Ad Hoc Noteholders Group proposed to acquire the Debtors'
assets for $70 million in the form of a credit bid, as well as
assumption by the Ad Hoc Group at the closing of certain
liabilities.
With the Ad Hoc Noteholders Group acting as the stalking horse, the
Debtors determined that a full and open marketing of the Debtors'
assets was in the best interest of the estate and its creditors.
After approval of the bid procedures, the oil and gas market
continued to decline. As such, the Ad Hoc Noteholders' credit bid
was reduced from $70 million to $52.5 million on or about Aug. 18,
2015.
In accordance with the court-approved sale process, the Debtors and
their professionals worked closely with potential purchasers by,
for example, providing extensive due diligence materials and
reviewing and negotiating numerous proposals, offers and letters of
intent regarding the Debtors' assets. The Debtors' marketing
efforts led to the negotiation of the Asset Purchase Agreement
dated Oct. 21, 2015, among American Eagle and AMZG, as sellers, and
Resource Energy Can-Am, LLC, as buyers, which contemplated the sale
to Purchaser of substantially all of the Debtors' assets ???
excluding cash and accounts receivable. Pursuant to the terms and
conditions of the APA, at the "Closing" of the transactions
contemplated by the APA, the Purchaser was to pay the Debtors the
"Base Purchase Price" of $36,750,000 for substantially all of the
Debtors' assets -- primarily Leasehold Interests and related
operating assets. In connection with the APA, the parties also
executed an escrow agreement providing for an escrow account that
will hold all or substantially all of the Sale Proceeds.
Because of the claim of various lienholders to some or all of the
sale proceeds (as claimed in the adversary proceeding commenced by
lien claimants and the adversary proceeding filed by USG Properties
Bakken I, LLC), funds will be held in the current escrow account or
in a subsequent account until the claims of the various lienholders
are consensually resolved or adjudicated to final order by the
Bankruptcy Court or another court of competent jurisdiction. The
Debtors determined that the sale contemplated by the APA was in the
best interest of the estate and all parties in interest.
Thereafter, the Debtors sought Bankruptcy Court approval of the APA
and authorization to consummate the Sale Transaction contemplated
by the APA. On Nov. 6, 2015, the Bankruptcy Court authorized the
Debtors to enter into the APA. In the Sale Order, the Bankruptcy
Court found, among other things, that: (i) the Debtors had provided
sufficient notice of the APA and Sale Transaction to all interested
parties; (ii) the Debtors' extensive marketing efforts afforded all
interested parties and full and fair opportunity to bid for the
Debtors' assets; (iii) the APA was negotiated and undertaken by the
Debtors and the Purchaser at arm's length without collusion or
fraud, and in good faith; and (iv) that the APA represented the
highest or best offer for the Debtors' assets. On Nov. 23, 2015,
the Sale Transaction closed in accordance with the terms of the
APA.
About American Eagle
Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties. The Company is primarily focused on extracting
proved oil reserves from those properties.
American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073). The case is assigned to Judge Howard R.
Tallman. The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.
On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.
American Eagle Energy disclosed total assets of $21,980,687 and
total liabilities of $193,604,113 as of the Chapter 11 filing.
The U.S. Trustee for Region 6 appointed seven creditors to serve on
the Official Committee of Unsecured Creditor. The Committee tapped
Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie
as financial advisor.
ANTERO ENERGY: Schedules $45M in Assets, $25.5M in Debt
-------------------------------------------------------
Antero Energy Partners LLC disclosed $45,001,559 in assets and
$25,454,894 in liabilities in its amended schedules of assets and
liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $44,776,000
B. Personal Property $225,559
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $24,290,000
E. Creditors Holding Unsecured
Priority Claims $0
F. Creditors Holding Unsecured
Non-priority Claims $1,164,894
-------------- --------------
TOTAL $45,001,559 $25,454,894
A copy of the company's schedules is available without charge at
http://is.gd/9PE7ho
About Antero Energy
Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge
Stacey G. Jernigan is assigned to the case. The Debtor tapped
Keith William Harvey, Esq., at The Harvey Law Firm, P.C., as
counsel. The Debtor estimated $10 million to $50 million in assets
and debt.
APOLLO MEDICAL: Gets $5M Equity Investment From Network Medical
---------------------------------------------------------------
Apollo Medical Holdings, Inc., has received an additional $5
million strategic equity investment from Network Medical
Management, Inc., one of the largest healthcare Management Services
Organizations in California, according to a Company press release.
Under the terms of the investment agreement, ApolloMed issued
555,555 preferred shares of stock to NMM at $9.00 per share with
warrants to purchase an additional 555,555 shares at $10.00 per
share. The Company intends to use these funds for further growth
initiatives and for working capital, in addition to strengthening
its balance sheet.
The latest round of funding follows a $10 million equity investment
by Network Medical Management in October 2015. The two companies
have been working closely together on multiple initiatives,
including hospitalist medicine, hospice & palliative care, ACO
management and population health management.
Founded in 1994 and headquartered in Alhambra, California, NMM is
part of an integrated healthcare organization which includes two
IPAs (Allied Pacific IPA and La Salle Medical Associates), a
Knox-Keene, Medicare-approved health plan (Universal Care), two
Medicare Shared Savings Program (MSSP) Accountable Care
Organizations (ACOs), a 99-bed skilled nursing facility, two
ambulatory surgical care centers, lab, pharmacy and multiple
clinics. NMM currently is responsible for coordinating the care
for over 600,000 covered patients in Southern and Central
California through a network of over 10 IPAs with over 4500
contracted physicians.
"We are pleased that Network Medical Management has chosen to
increase its investment in ApolloMed," stated Warren Hosseinion,
M.D., chief executive officer of Apollo Medical Holdings. "The
outcomes of our initiatives to date have been excellent, and we
look forward to even more collaboration among the two companies."
"ApolloMed has a long track record of success in hospitalist
medicine, hospice/palliative care and population health
management," stated Kenneth Sim, M.D., co-chairman of Network
Medical Management. "We are excited about their long-term strategy
and pleased to partner with ApolloMed as they continue their rapid
growth."
On March 28, 2016, the Company filed an Amended and Restated
Certificate of Designation with the Secretary of State of the State
of Delaware, in connection with the creation of the Series B
Preferred Stock sold to NMM on March 30, 2015.
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.
Apollo Medical reported a net loss attributable to the Company of
$1.8 million on $32.9 million of net revenues for the year ended
March 31, 2015, compared to a net loss attributable to the Company
of $5 million on $10.5 million of net revenues for the year ended
Jan. 31, 2014.
For the nine months ended Dec. 31, 2015, the Company reported a net
loss attributable to the Company of $4.69 million on $32.23 million
of net revenues compared to a net loss attributable to the Company
of $1.99 million on $23.40 million of net revenues for the nine
months ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $14.6 million in total
assets, $9.78 million in total liabilities, $7.07 million in
mezzanine equity and a total stockholders' deficit of $2.29
million.
ASPECT SOFTWARE: Seek Approval of Performance Award Program
-----------------------------------------------------------
Aspect Software Parent, Inc., and its affiliated Debtors ask the
U.S. Bankruptcy Court for the District of Delaware to approve their
Performance Award Program.
The Debtors contend that each of the participants of the
Performance Award Program has been intimately involved in managing
the Debtors' business and restructuring efforts. The Debtors
further contend that the Performance Award Program is intended to
stimulate that continued involvement and drive the successful
performance of the Debtors' business.
The Performance Award Program contains, among others, the following
relevant terms:
(a) The Participants: The 14 participants include the chief
executive officer, chief financial officer, general counsel,
president, chief information officer, chief marketing officer,
chief technology officer, and seven other senior employees.
(b) Performance Metrics: The Performance Award Program
utilizes the following two equally-weighted metrics in each
Performance Period to measure employee performance, each considered
independently of each other:
(1) ???EBITDAR,???which is adjusted earnings before
interest, tax, depreciation, amortization, and restructuring costs;
and
(2) ???Recurring Revenue,??? which is calculated based on
the retention of business from customers generating recurring
revenue.
(c) The Performance Targets: Participants qualify for
incentive payments if the Debtors achieve specified targets for
each of the Performance Metrics for each quarter: (i) for EBITDAR,
the threshold and maximum performance outcomes are established
within a range of 70 to 110 percent of the target annual operating
plan performance level, and (ii) for Recurring Revenue, the
threshold and maximum performance outcomes are established with a
range of 70 to 100 percent of the targeted annual operating plan
performance level
(d) Potential Payment Amounts: The estimated cost of the
Performance Award Program is approximately $1.75 million each
quarter, for two quarters, at target pay-out levels and $1.925
million each quarter, for two quarters, at maximum overachievement
pay-out levels, totaling a maximum cost of $3.85 million for both
quarters.
The Debtors aver that in addition to running the Debtors???
day-to-day affairs, the participants have seen a substantial
increase in their workloads in recent months without any
concomitant increase in their compensation. The Debtors further
aver that as the chapter 11 cases progress, management will again
see their workload increase, and it will be essential to
incentivize superb performance. The Debtors contend that providing
incentive opportunities, such as those contemplated by the
Performance Award Program, will serve as a reasonable incentive for
the Debtors to achieve and possibly to exceed, their near-term
operational goals.
The Debtors' Motion is scheduled for hearing on April 11, 2016 at
11:30 a.m. The deadline for the filing of objections to the
Debtors' Motion is set on April 4, 2016 at 4:00 p.m.
Aspect Software Parent, Inc. and its affiliated Debtors are
represented by:
Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302)426-1189
Facsimile: (302)426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
- and -
Morton Branzburg, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Telephone: (215)569-2700
Facsimile: (215)568-6603
Email: mbranzburg@klehr.com
- and -
Joshua A. Sussberg, Esq.
Aparna Yenamandra, Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212)446-4800
Facsimile: (212)446-4900
Email: joshua.sussberg@kirkland.com
aparna.yenamandra@kirkland.com
- and -
James H.M. Sprayregen, Esq.
William A. Guerrieri, Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312)862-2000
Facsimile: (312)862-2200
Email: james.sprayregen@kirkland.com
will.guerrieri@kirkland.com
About Aspect Software Parent, Inc.
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.
ASSOCIATED COMMUNITY: C&C's Bid to Strike Partially Denied
----------------------------------------------------------
Judge Phillip J. Shefferly of the United States Bankruptcy Court
for the Eastern District of Michigan, Southern Division, granted in
part and denied in part the motion filed by Copilevitz & Canter,
LLC, to strike allegations against it in the Internal Revenue
Service's complaint against Associated Community Services, Inc.
C&C, a law firm in Kansas City, Missouri, was among the
professionals that represented the debtor in its Chapter 11 case.
On October 20, 2015, the IRS, which was a large and active creditor
throughout the Chapter 11 case, filed the complaint alleging that
the debtor procured the confirmation order for its combined plan of
reorganization by fraud. Although the complaint named only one
defendant, Associated Community Services, and sought only one form
of relief, revocation of the confirmation order, the complaint made
a number of allegations about C&C.
On November 20, 2015, C&C filed a motion to intervene in the
adversary proceeding for the limited purpose of filing a motion to
strike the allegations against it in the complaint. By the time
that C&C intervened, the IRS had filed other pleadings that also
made allegations about C&C.
On January 8, 2016, C&C filed a motion requesting the court to find
that the allegations by the IRS against C&C in the complaint, the
brief, and the amended complaint are scandalous and defamatory and
should therefore be stricken.
Judge Shefferly found that the referenced allegations in the
complaint and brief are scandalous and defamatory sufficient for
purposes of section 107(b)(2), because these would cause a
reasonable person to alter his or her opinion about C&C, are
potentially untrue, and are irrelevant to the relief requested in
the complaint.
However, Judge Shefferly found that the amended complaint just
alleges the fact of communications among the debtor, C&C and the
charities that are subject to the Federal Trade Commission's
enforcement action, and are neither scandalous nor defamatory.
Thus, the judge denied C&C's request that the amended complaint be
stricken and sealed from public view.
The case is In re: Associated Community Services, Inc., Chapter 11,
Debtor. In re: United States of America (IRS), Plaintiff, v.
Associated Community Services, Inc., Defendant, No. 15-5029-PJS,
Adversary Proceeding No. 15-5029-PJS (Bankr. E.D. Mich.).
A full-text copy of Judge Shefferly's March 17, 2016 opinion is
available at http://is.gd/WKTKqAfrom Leagle.com.
ATLANTIC & PACIFIC: Affiliate Settles Dispute With New Utrecht
--------------------------------------------------------------
An affiliate of Great Atlantic & Pacific Tea Company Inc. received
court approval for a deal that would resolve its dispute with 81-21
New Utrecht LLC.
Under the deal, A&P Real Property LLC has agreed to discontinue the
lawsuit it filed against its former landlord early last year.
The company sued 81-21 New Utrecht after the latter leased out its
Brooklyn property where an A&P store was located to a subsidiary of
Key Food Stores Co-Operative Inc. The lawsuit seeks to prevent
81-21 New Utrecht from evicting A&P.
The deal, approved by the U.S. Bankruptcy Court for the Southern
District of New York, also required A&P to pay $122,203 to permit
the assignment of 81-21 New Utrecht's lease agreement with Key
Food's subsidiary in connection with the sale of the A&P store.
A&P has sold its store to 8121 Property LLC, the designee of JMart
Group Inc., which emerged as the winning bidder at a
court-supervised auction conducted on Jan. 26.
The sale was approved by the court on Feb. 8 and closed on Feb. 22,
according to court filings.
Separately, A&P has sold its assets, which include two New York
store leases, to Wakefern Food Corp. and Valley Cottage Food Inc.
Wakefern offered $300,000 for the store lease and certain assets
used in operating the store located at 5508 Sunrise Highway,
Massapequa, New York.
Meanwhile, Valley Cottage purchased the assets, including the store
lease, used in operating an A&P store located at 14 Lake Ridge
Plaza, Valley Cottage, New York. The buyer made a $150,000 offer.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
300 supermarkets, beer, wine, and liquor stores, combination food
and drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an order directing joint administration
of the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, Inc., and its debtor affiliates under lead case no.
15-23007.
BALMORAL RACING: Sells OTB Operation to Hawthorne for $50K
----------------------------------------------------------
Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc., sought and obtained permission from the U.S. Bankruptcy Court
for the Northern District of Illinois to sell to Hawthorne Race
Course, Inc., the personal property located at and previously used
in connection with its off-track betting operation in Oakbrook
Terrace, Illinois.
The Sale Assets are generally comprised of televisions, furniture
(such as restaurant tables, chairs, bar tops and stools), corporate
art prints, and various restaurant equipment, all of which was
purchased between six and 23 years ago, as well as the relevant
books and records of the Debtors. The Sale Assets do not include
food and beverage inventory of Coast to Coast Food Service, Ltd.,
or the Debtors' cash and cash equivalents.
The principal terms of the Sale are:
-- Purchase Price -- Hawthorne will pay $50,000 for the Sale
Assets;
-- Earnest Money and Payment of Purchase Price -- There is no
earnest money deposit, as there is no separate purchase
agreement. The Purchase Price will be paid in full at the
closing;
-- Title -- Title will be conveyed at the closing by quitclaim
deed, free and clear of all liens, claims, interests and
encumbrances as provided by the Sale Order; and
-- Condition of Sale Assets -- The Sale Assets will be
transferred on an "as is", "where is" basis with all
faults.
About Balmoral Racing
Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood
Park racetracks in Illinois under a license granted by the State of
Illinois pursuant to the Illinois Horse Racing Act of 1975.
Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and
Maywood Park Trotting Association (Bankr. N.D. Ill. Case No.
14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24,
2014, to continue operations into 2015 and protect themselves
against property seizure. Both cases were consolidated on December
31, 2014.
Alexander F. Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q.
Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors'
bankruptcy counsel.
Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Cases.
BG MEDICINE: Incurs $6.95 Million Net Loss in 2015
--------------------------------------------------
BG Medicine, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common stockholders of $6.95 million on $1.56
million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss attributable to common stockholders of $8.06
million on $2.78 million of total revenues for the year ended Dec.
31, 2014.
As of Dec. 31, 2015, BG Medicine had $2.13 million in total assets,
$1.51 million in total liabilities, $2.59 million in convertible
preferred stock, and a $1.97 million in total stockholders'
deficit.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that the Company's recurring losses from
operations, recurring cash used in operating activities and
accumulated deficit 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/sTGYIK
About BG Medicine
Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs. The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure. The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.
BIG APPLE VOLKSWAGEN: Partial Grant of Summary Judgment Recommended
-------------------------------------------------------------------
Judge James L. Garrity of the United States Bankruptcy Court for
the Southern District of New York recommended that district court
grant in part and deny in part Alan Nisselson's motion for partial
summary judgment in the case captioned Alan Nisselson, Chapter 7
Trustee of Big Apple Volkswagen, LLC, Plaintiff, v. Ratiba Salim
and Wahid Saleem, Defendants, Adv. Proc. No. 11-2251 (JLG) (Bankr.
S.D.N.Y.).
Nisselson, the court-appointed chapter 7 trustee for the estate of
Big Apple Volkswagen, LLC, filed a complaint against Ratiba Salim
and Wahid Saleem, seeking to avoid and recover as fraudulent and
preferential under federal and state law the debtor's prepetition
transfer of estate funds to Ratiba, and her subsequent transfer of
real property located at 8529 65th Road, Rego Park, New York titled
in her name, and that had been freed of a mortgage using some of
the debtor's funds transferred to Ratiba, to her husband, Wahid.
Nisselson filed a motion for summary judgment. On March 12, 2014,
the bankruptcy court issued a memorandum decision granting the
motion. On June 26, 2014, the court entered final judgment with
respect to the First and Eighth Claims for Relief in favor of the
trustee on behalf of the debtor's estate, against Ratiba and Wahid,
jointly and severally, in the sum of $705,000. These were,
however, vacated by the bankruptcy court in compliance with the
district court's July 8, 2015 order that it vacate the decision and
judgment and instead issue proposed findings of faact and
conclusions of law with regard to the avoidance claims.
Accordingly, Judge Garrity filed proposed findings of fact and
conclusions of law, recommending that the district court grant
judgment to the trustee against Ratiba on the First Claim for
Relief pursuant to sections 547(b), 550(a)(1), and 551 of the
Bankruptcy Code (i) avoiding and preserving the transfers for the
benefit of Big Apple's estate; (ii) directing the transfers to be
set aside; and (iii) recovering the transfers or value thereof from
Ratiba. Judge Garrity did not recommend entering judgment against
Wahid as he is not a party to the First Claim for Relief. The
judge found that in any event, Nisselson has not established on
summary judgment that he is an immediate or mediate transferee of
the preferential transfer and, thus, liable to the trustee for
those transfers or the value thereof under section 550(a)(2) of the
code.
The bankruptcy case is In re Big Apple Volkswagen, LLC, Chapter 11,
Debtor, Case No. 11-11388 (JLG)(Bankr. S.D.N.Y.).
A full-text copy of Judge Garrity's March 17, 2016 memorandum
decision and proposed findings of fact and conclusions is available
at http://is.gd/RrtA1ifrom Leagle.com.
Alan Nisselson, Chapter 11 Trustee of Big Apple Volkswagen, LLC is
represented by:
Leslie S. Barr, Esq.
Alan Nisselson, Esq.
John J. Tepedino, Esq.
WINDELS MARX LANE & MITTENDORF, LLP
156 West 56th Street
New York, NY 10019
Tel: (212)237-1000
Fax: (212)262-1215
Email: lbarr@windelsmarx.com
anisselson@windelsmarx.com
jtepedino@windelsmarx.com
Ratiba Salim is represented by:
Karamvir Dahiya, Esq.
DAHIYA LAW OFFICES LLC
75 Maiden Lane Suite 506
New York, NY 10038
Tel: (212)766-8000
-- and --
Roman Leonov, Esq.
VALE LAW GROUP P.C.
22 Cortland Street, Suite 1625
New York, NY 10007
Tel: (212)518-1503
Email: rleonov@valelawgroup.com
-- and --
Irina Lust, Esq.
GARVEY, TIRELLI & CUSHNER LTD.
50 Main St, Suite 390
White Plains, NY 10606
Tel: (914)946-2200
Fax: (914)946-1300
BIOLIFE SOLUTIONS: Names K. Foster Principal Operations Officer
---------------------------------------------------------------
BioLife Solutions Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that Karen Foster will join the
Company as vice president, operations, effective April 13, 2016. In
such capacity, Ms. Foster will be the Company's principal
operations officer.
From 2003 to early 2016, Ms. Foster, 56, was vice president of
laboratory operations and site leader at ViaCord, LLC, a family
cord blood bank, and subsidiary of PerkinElmer Inc. Over a 25-year
career, Ms. Foster has managed manufacturing and quality operations
in several capacities for companies including ViaCord, Pfizer, Inc.
(formerly Pharmacia Corporation) and Amersham Pharmacia Biotech,
Inc. (formerly Phamacia Biotech, Inc.). She holds an M.B.A. from
the University of Wisconsin-Milwaukee (specialization in Operations
Management), an M.S. in Zoology from University of
Wisconsin-Milwaukee (specialization in Microbiology) and a B.S. in
Biological Sciences from Michigan Technological University.
The employment agreement is not for a definite time period, but
rather, will continue until terminated in accordance with its
terms.
Ms. Foster will receive a salary of $285,000 per year. If Ms.
Foster's employment is terminated without "Cause" (other than by
reason of death or disability) or if she resigns for "Good Reason,"
she will be entitled to a lump sum payment equal to three months???
salary; provided that if Ms. Foster's employment is terminated
without "Cause" upon or within 90 days following a "Change in
Control," Ms. Foster is entitled to a lump sum payment equal to 12
months' salary and a prorated portion of the current year's target
bonus amount.
The Employment Agreement contains a covenant of Ms. Foster not to
compete with the Company or solicit the Company's employees,
customers or suppliers for a period of one year after the date of
termination.
Ms. Foster is expected to receive, effective April 13, 2016,
100,000 nonqualified stock options under the Company's amended and
restated 2013 performance incentive plan, with an exercise price
equal to the closing price on April 13, 2016. The options will be
for a period of ten years and vest 25% on the first anniversary of
the date of grant and thereafter, in 36 equal monthly
installments.
About BioLife Solutions
Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.
BioLife reported a net loss of $4.99 million on $6.44 million of
product sales for the year ended Dec. 31, 2015, compared to a net
loss of $3.30 million on $6.19 million of product sales for the
year ended Dec. 31, 2014.
As of Dec. 31, 2015, Biolife had $12.36 million in total assets,
$2.51 million in total liabilities and $9.85 million in total
shareholders' equity.
BION ENVIRONMENTAL: Provides Copy of Shareholder Update Letter
--------------------------------------------------------------
On March 31, 2016, Bion Environmental Technologies, Inc.,
distributed a 'shareholder update letter' which has been placed on
the Company's website, http://www.biontech.com/
To Bion shareholders and followers:
The past few weeks have been encouraging in several ways. From the
Pennsylvania budget hearings to important court proceedings to a
new agreement between the U.S. and Canada to cut phosphorus to Lake
Erie, there have been several policy-related developments that
should have a positive impact on Bion. Additionally, the livestock
industry and its waste management practices, and the effects they
have on the environment and public health, have continued to make
national headlines. The march to the inevitable cleanup of
large-scale livestock waste seems to be gathering momentum, driven
by a growing understanding of its environmental impacts and costs,
industry economics and consumer demand.
Craig Scott
Director of Communications
Shareholder Questions and Feedback
Several shareholders and reps have asked for clarification of our
recent press release, Bion's Next-Gen Technology To Unlock Greater
Value From Livestock Waste Stream, concerning the capabilities of
the new 3rd generation technology platform -- specifically the
byproduct values and overall economics. I will try to clarify as
much as possible.
If you have followed Bion for any length of time, you know our
technology platform is based on a 'Separate and Aggregate' strategy
that maximizes the value of the byproducts we recover from the
waste stream. Using the 3G platform, potential projects can be
configured in a variety of ways, based on a complex calculus of
species and scale; potential integration with processing; location
that determines available infrastructure, proximity to markets, and
potential for nutrient credits; and other factors. We believe that
the economics of Bion projects will be substantially improved when
the 3G technology platform can be utilized, to where byproduct and
renewable energy-related revenues will represent approximately half
of total system revenues.
Several have asked what this will mean for the cost of a system.
The additional process units needed for byproduct and renewable
energy recovery in the 3G system will materially increase both
system cost and operating expenses. The process units are modular:
more units for more animals. For example, we estimate that the 3G
platform for Kreider Phase 2 (to treat poultry waste), will cost
approximately $4M to $5M for every 1M birds whose waste is being
treated, which at full buildout we expect to be approximately 10
million birds.
The next step in the 3G technology development is successful
certification of the nitrogen byproduct for use in organic
production. Organic certification will deliver substantially
higher value compared to synthetic fertilizer markets and is an
important part of our strategy. Also note that, now that
technology development on the ammonia-nitrogen recovery process has
proceeded far enough to establish what is 'left over' in the
remaining solids, Bion is working to evaluate their best use(s).
The residual solids still contain a significant amount of nitrogen,
along with phosphorus, micronutrients, and fiber. There are a
number of options, from wholesale filler markets that essentially
cover disposal costs to potential organic fertilizer and feed
products.
Another advantage of our 3G technology over the 2G platform, which
is designed to treat wet manure waste streams from dairy, beef and
swine production, is the 3G platform's ability to cost-effectively
treat 'dry' manure from poultry egg-laying operations. Layers
represent a large segment of the livestock industry that we were
previously unable to target. Bion estimates there are 30 million
layers in the Susquehanna Valley alone; according to USDA's 2012
census, there are 350 million in the U.S. Bion's 3G platform
provides new economics to poultry waste treatment that we believe
are unmatched in the industry today.
It is impossible to make blanket statements or projections about
potential projects developed with the 3G technology -- now or ever;
their economics will vary widely with each proposed project, based
on species and scale, location, level of integration and
ownership/revenue share, and other factors.
Policy and Politics
The battle continues in Pennsylvania and Bion continues to educate
leadership in the Pennsylvania Legislature as to the real costs of
the current approach and the benefits of adopting competitive
bidding. In January, PA DEP submitted its 'Reboot' to the US EPA
to demonstrate how Pennsylvania intends to get back on track to
meet its Chesapeake Bay commitments in the agriculture sector. The
plan calls for $378 million in annual spending for conservation
practices, with a total cost of $5.6 billion over 15 years.
Now that the Reboot has been submitted, supporters of competitive
bidding are able force responses from the DEP as to why they
continue to oppose the recommendations of the Commonwealth's own
legislative review that estimated competitive bidding could reduce
Bay compliance costs by 80 percent. For comparison, competitive
bidding as recommended by the Legislative Budget and Finance
Committee study, would cost $1.54B to $2.3B for the same period,
based on credit prices of $8 to $12 per pound.
The Reboot plan utilizes a 2013 PSU study to determine the cost of
using riparian buffers, which are modeled BMPs, to achieve 24
million pounds of nitrogen reductions. In English that means they
want to plant trees and vegetation along streams and rivers to
capture nutrients during runoff -- a massive BMP program. In fact,
according to the Secretary, it will require 95,000 acres of them --
almost 8,000 stream miles -- which represents a staggering
logistical undertaking. Incidentally, according to the Susquehanna
River Basin Commission, there are only about 3,800 miles of streams
and rivers in the watershed that are impacted by nutrients and
sediment.
In recent testimony, Secretary Quigley stated that competitive
bidding and manure technologies were unnecessary to meet the Bay
mandate, since riparian buffers and cover crops were available at
$2 per pound of nitrogen reduced. This is utter nonsense and the
Coalition for an Affordable Bay Solution (CABS), of which Bion is a
founding member, issued a detailed response calling into question
the Secretary's conflicting statements. Following are three key
issues:
-- A 2013 bipartisan PA legislative study (based on the
independent RTI study conducted for the Chesapeake Bay
Program) estimated the average annual cost of BMPs at $54 per
pound of nitrogen reduced; a 2015 University of Maryland
study put it at $44 per pound. Both studies included
riparian buffers the Secretary said are available at $2 per
pound.
-- If modeled BMP's can produce a solution at $2 per pound, then
the entire agriculture mandate could be solved for $48M
annually. Since PA is presently spending $127M on modeled
BMP's in the Susquehanna watershed, then no additional money
should be required to meet the Bay mandate. Yet, the Reboot
plan calls for $378 million in annual spending.
-- The Secretary did not include in his testimony the fact that
EPA Region III has determined that these same modeled BMPs
are 50 percent or less effective than modeled and, to account
for this, imposed a one-for-two 'uncertainty factor' in
2014/15 that cuts the 'credit' for BMPs in half. PA DEP went
a step further and adopted a one-for-three uncertainty
factor; so that now, it will require three times as many BMPs
-- from 95,000 acres to 285,000 acres -- to achieve the same
24 million pound reductions covered in the 2013 PSU study,
essentially tripling both the cost of the Reboot and the
logistical issues. The real cost of the Reboot Plan,
adjusted for the uncertainty factor, is more likely to be
$16.8 billion (before inflation, etc.) over 15 years,
rather than $5.6 billion, if it can be accomplished at
all.
As CABS has pointed out, the Secretary owes it to the legislature
and the public to reconcile these inconsistent statements. This is
taxpayer money and the difference in these conflicting demands on
the taxpayer is billions of dollars that will have real
consequences for taxpayers. Either the cost of Bay compliance for
agriculture is $48 million annually or the cost is $378 million
annually, both before adjustments for EPA's uncertainty factor. If
the former, no additional funding is required. If the latter,
technology credits are very competitive and the taxpayers of the
Commonwealth need a competitive bidding program to acquire them and
reduce their costs.
The DEP has steadfastly opposed cost-saving competitive bidding and
that position is now being challenged by individual members of the
legislature. Pennsylvania cannot continue to skirt the issue.
Stormwater requirements are due in 2017. The existing default
cannot continue to be ignored and the possibility of litigation by
other states that have spent billions to meet their requirements is
a real threat. The business community also has real concerns that
US EPA may enforce backstop level actions that could raise
compliance costs dramatically, since it would force municipal
wastewater treatment plants to go to zero discharge.
We are extremely confident that over the next several weeks and
months, these issues will be resolved in favor of the taxpayer,
either by the administration, the legislature or ultimately the
courts. For those that want to follow the Pennsylvania policy
issues more closely, visit the Coalition for an Affordable Bay
Solution (CABS) website. And keep in mind, Pennsylvania is just
one state out of more than 35 that are struggling with the same
agriculture- and livestock-related nutrient issues.
Sustainable Branding Initiative Update
Bion's PVP sustainable brand application has been submitted to the
USDA. It is noteworthy that the industry is already moving toward
sustainable branding in response to growing consumer demand. In
December, the Grocery Manufacturers Association, including ConAgra,
Hormel, Campbell Soup, and Land O'Lakes, announced a new
smart-label initiative that will include environmental impacts,
which was covered in Fortune and the WSJ. Bion will be able to
verify the cleanest production practices and lowest environmental
footprint in the industry -- both today and in the foreseeable
future -- and we believe branding related to these matters will be
of considerable value.
From the Courts
Supreme Court declines to hear case challenging Chesapeake Bay
'pollution diet' (Feb 29, Baltimore Sun)
-- The U.S. Supreme Court declined to hear the challenge to the
Chesapeake Bay Blueprint that was filed by the American Farm
Bureau and its allies that included the AGs from 22 states
(most in the Midwest and fearful of similar US EPA
intervention in the Mississippi River Basin). A federal
appeals court sided with the EPA last year; with the high
court's refusal to take the matter up, that ruling will
stand.
Missouri group sues EPA over nutrient levels in lakes (Feb 25, News
& Observer)
-- The nonprofit Missouri Coalition for the Environment
Foundation sued the US EPA, accusing it of shirking its
responsibility for properly regulating nutrient levels in
hundreds of the state's lakes. The lawsuit claims that the
EPA violated its mandatory duty to issue effective standards
for nitrogen and phosphorus levels in lakes statewide under
the federal Clean Water Act.
Advocates Say EPA Nutrients Response Falls Short of Appellate
Mandate (subscription required)
-- Environmental advocacy groups have asked a federal district
court to force EPA to respond to their petition for the
agency to impose strict federal Clean Water Act (CWA)
nutrient standards on Mississippi River Basin states, arguing
that its reasons for refusing are not "grounded in the
statute" as an appeals court has required. This is
progressing down a path similar to that of the Chesapeake Bay
Blueprint.
From the Headlines
US, Canada to seek 40 percent cut in Lake Erie phosphorus
"The U.S. and Canadian governments called Monday for deep cuts in
phosphorus runoff from farms and other sources into Lake Erie,
where an overload in recent years has fed harmful algae blooms that
have fouled drinking water and killed fish.
The deal targets a 40 percent reduction of phosphorus for the
lake's central and western sections, a target previously endorsed
by Ohio, Michigan and the Canadian province of Ontario. Those are
the areas hardest hit by increasingly massive algae blooms. Last
year's was the biggest on record, while another in 2014 left more
than 400,000 people in Toledo, Ohio, and southeastern Michigan
unable to consume tap water for two days." Associated Press, Feb
22, 2016.
And a related article from AP, Report: Farmers Doing Too Little to
Stop Lake Erie Algae, that was posted on ABC News on March 22.
Fast-food chains vow changes to meat amid "potential catastrophe"
Antibiotic usage in the livestock industry and growing concerns
over antibiotic-resistance have continued to be in the national
spotlight. Subway, Wendy's and In-N-Out Burger joined a growing
list of restaurants that have committed to sourcing antibiotic-free
meat and dairy products. For more, see the March 3 CBS News
article, among many others.
Why Your Hamburger Might Be Leading to Nitrogen Pollution
In keeping with a trend that started after the Toledo water crisis
in 2014, the national media continues to provide coverage of the
problems of excess nutrients in the U.S., including this
interesting piece about your 'nitrogen footprint' that aired on Feb
25 on NPR's The Salt. Keep Bion's sustainable branding initiative
in mind when reviewing this.
Big Agriculture Gets its Sh*t Together
This is a great piece (March issue of Fortune) on Fair Oaks Dairy,
which is also a founding member of the Coalition for an Affordable
Bay Solution.
If you are an HBO subscriber, DO NOT miss the March 4 episode of
Vice (S4/E5), with the segments, Meathooked and The End of Water. I
think you will see more and more of this kind of coverage.
Digital/Social Media
If you use social media, be sure to visit and like our Facebook
page and follow us on Twitter at @bionenviro. Any feedback or help
would be greatly appreciated. And if you haven't visited the
website, www.biontech.com, in a few months, it has a new look with
new content and lots of pretty pictures.
About Bion Environmental
Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).
Bion Environmental reported a net loss of $5.6 million on $3,658 of
revenue for the year ended June 30, 2015, compared to a net loss of
$5.8 million on $5,931 of revenue for the year ended
June 30, 2014.
As of Dec. 31, 2015, Bion had $2.06 million in total assets, $13.64
million in total liabilities and a total deficit of $11.58
million.
GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company has not generated
significant revenue and has suffered recurring losses from
operations. These factors raise substantial doubt about its
ability to continue as a going concern.
BULLIONDIRECT INC: May 23 Auction for Web Platform Assets
---------------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas, Austin Division, approved the procedures
governing the sale of BullionDirect, Inc.'s web-based precious
metal tradings platform and scheduled an auction for May 23, 2016,
at 9:30 a.m. (Central Daylight Time).
As previously reported by The Troubled Company Reporter, the Debtor
seeks to sell the web-based platform to Cheryl Huseman and Jack
Murph.
The web-based platform assets include but are not limited to: (a)
all patents, trademarks, domain names, (b) all software developed
or in various stages of development, (c) all procedures, manuals,
policies, (d) all claims past and present against any infringement
on these intellectual properties, (e) all the stock of ND Nucleo
Development Company, LLC, but excluding the causes of action of
NDC, the precious metals, other inventory, and cash, if any, of
NDC, and all of the other assets of NDC that are not needed for
the
operation of Newco, and (f) all the servers stored with Zcolo.
Huseman-Murph has offered $100,000 as a purchase price, plus
capitalization of a new company in an amount of up to $200,000 --
consisting of Newco post-closing capitalization of up to $100,000
and a reserve of up to $100,000 to invest or loan to Newco if
activities are realized prior to the expenditure of the first
$100,000 yield positive results that warrant further investment
and
the Creditor Support Obligations are met.
Bids must be submitted on or before May 16. Bidders must deposit
with the Debtor a good faith deposit in the amount of $10,000.00
and will be held by the Debtor. The Debtor shall identify the
prevailing highest and best Qualified Bid at the commencement of
the Auction, and any subsequent bids shall be in increments of not
less than $10,000.00 greater than that of, initially, the highest
and best Qualified Bid.
The Sale Hearing will commence immediately following the Auction on
May 23, 2016 if no Qualified Bids are received. At the Sale
Hearing, the Debtor will seek the Court???s entry of the Sale Order
approving and authorizing the Proposed Sale to the Successful
Bidder on the terms and conditions of the Successful Bid.
As stalking horse bidder, Huseman-Murph will be entitled to Bid
Protection Payment of $25,000.
About BullionDirect
BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 15-10940) on July 20, 2015. Dan Bensimon signed
the petition as president. The Debtor disclosed total assets of
$48,107 and total liabilities of $16,955,330 as of the Chapter 11
filing. Joseph D. Martinec, Esq., at Martinec, Winn & Vickers,
P.C., represents the Debtor as counsel. Judge Tony M. Davis
presides over the case.
BullionDirect Inc. disclosed total assets of $486,107 plus an
unknown amount and total liabilities of $24,247,546 as of the
Chapter 11 filing.
The U.S. Trustee for Region 7 appointed creditors to serve on an
official committee of unsecured creditors. The Committee tapped to
retain Dykema Cox Smith as its counsel.
CASA MEDIA: Has Until May 30 to File Ch. 11 Plan
------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida granted Casa Media Partners, LLC and Casa en
Denver, Inc.'s fourth request for an extension of their exclusive
periods.
The Court extended the exclusive time period within which only the
Debtors may (i) file a plan through and including May 30, 2016, and
(ii) solicit acceptances of the plan through and including July 29,
2016.
Kristopher E. Aungst, Esq., at Tripp Scott, P.A., in Fort
Lauderdale, Florida -- kea@trippscott.com -- asserted that the
request was not filed for the any improper purpose or for delay,
and no party in interest will be prejudiced by the relief
requested. He noted that the Debtors and Bank of Commerce have
been involved in substantive settlement discussions stemming from
an in-person settlement conference and meetings held between the
Parties culminating in a mediation that has led to a proposed
resolution that the Parties are in the process of jointly
finalizing for review and approval by the Court.
Additionally, the Debtors are seeking to enter and participate in
the Broadcast Incentive Auction held by the FCC as a means of
repurposing spectrum by encouraging licensees to voluntarily
relinquish spectrum usage rights in exchange for a share of the
proceeds from an auction of new licenses to use the repurposed
spectrum. Mr. Aungst said that the Debtors' participation in the
Auction will provide the opportunity for an increase in cash to the
Debtors' estates should any of Debtors' unused spectrum be
successfully auctioned, and that this will allow for a greater
distribution to creditors and aid in Debtors' successful emergence
from the Chapter 11.
About Casa Media
Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015. The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases. The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel. According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.
CEB INC: S&P Puts 'BB' CCR on Watch Negative Over Evanta Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings,
including the 'BB' corporate credit rating, on CEB Inc. on
CreditWatch with negative implications.
"The CreditWatch placement is based on CEB's announcement that it
will acquire Evanta Ventures Inc. for a total cash consideration of
$275 million," said Standard & Poor's credit analyst Elton Cerda.
"We expect the acquisition to increase CEB's debt leverage above
our 3.5x threshold for the 'BB' corporate credit rating."
"CEB's performance in 2015 was weaker than we'd expected. For the
quarter ended Dec. 31, 2015, CEB's revenue increased about 1.5% but
EBITDA declined almost 5%. New sales and cross-sell activity were
lower than we anticipated. The company's slower-than-expected
hiring of new sales staff and softness in the natural resources
sectors are possible contributing factors. With its sales force in
place, we expect CEB revenue to grow in 2016," S&P said.
S&P will meet with management to review the transaction and to
discuss its business outlook and financial policy. S&P will
resolve the CreditWatch placement shortly after the meeting. At
this point, S&P believes that the potential downgrade will likely
be limited to one-notch (to 'BB-').
CHAMPION INDUSTRIES: CEO Holds 33,043 of Class A Shares
-------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Adam M. Reynolds disclosed that as of Jan. 18, 2016, he
beneficially owns 33,043 shares of class A common stock of
Champion Industries, Inc., representing 0.003% of the shares
outstanding. Mr. Reynolds was named the new president and chief
executive officer of Champion Industries, effective March 1, 2016,
succeeding his uncle Marshall T. Reynolds who will remain the
Company's Chairman of the Board. A copy of the regulatory filing
is available for free at http://is.gd/hOAjgL
About Champion Industries
Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River. The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.
Champion Industries reported a net loss of $1.19 million on $61.28
million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $1.13 million on $63.52 million of total
revenues for the year ended Oct. 31, 2014.
As of Jan. 31, 2016, the Company had $22.89 million in total
assets, $21.15 million in total liabilities and $1.74 million in
total shareholders' equity.
CHARLESTON ASSOCIATES: Suit vs. RA Southeast Closed
---------------------------------------------------
Judge Miranda M. Du of the United States District Court for the
District of Nevada dismissed Charles Associates, LLC's appeal and
directed the closure of the case captioned CHARLESTON ASSOCIATES,
LLC, a Delaware limited liability company, Plaintiff, v. RA
SOUTHEAST LAND COMPANY, LLC, a Nevada limited liability company, et
al., Defendant, Adversary No. 10-01452-lbr (Bankr. D. Nev.).
Judge Du held that Charles Associates has not shown cause why its
appeal should not be dismissed. While Charles Associates contended
that the appeal should not be dismissed because one of the
judgments on appeal involves attorneys' fees and costs awarded by
the bankruptcy court, it also represented that the orders granting
attorneys' fees are the subject of the appeal in case no.
2:14-cv-01766-MMD. Accordingly, Judge Du found that the dismissal
of this appeal will not affect Charles Associates' appeal in that
suit, which will be decided in the normal course of the court's
disposition of pending matters.
RA Southeast Land Company's unopposed motion to strike and motion
to supplement were denied as moot.
The appeals case is CHARLES ASSOCIATES, LLC, Appellant, v. RA
SOUTHEAST LAND COMPANY, LLC and CITY NATIONAL BANK, Appellees, Case
No. 2:14-cv-00017-MMD (D. Nev.).
The bankruptcy case is In re CHARLESTON ASSOCIATES, LLC, Chapter
11, Debtor, Bankruptcy Case No. 13-10499-lbr (Bankr. D. Nev.).
Charleston Associates, LLC is represented by:
Neal L Wolf, Esq.
MUCH SELIST, P.C.
191 North Wacker Drive, Suite 1800
Chicago, IL 60606-1615
Tel: (312)521-2000
Fax: (312)521-2100
-- and --
Paul E Slater, Esq.
SPERLING & SLATER, P.C.
55 West Monroe Street, Suite 3200
Chicago, IL 60603
Tel: (312)641-3200
Fax: (312)641-6492
Email: pes@sperling-law.com
-- and --
Robert M. Charles, Jr., Esq.
LEWIS ROCA ROTHGERBER CHRISTIE LLP
3993 Howard Hughes Parkway, Suite 600
Las Vegas, NV 89169
Tel: (702)949-8200
Fax: (702)949-8398
Email: rcharles@lrrc.com
RA Southeast Land Company, LLC is represented by:
Lenard E. Schwartzer, Esq.
SCHWARTZER & MCPHERSON LAW FIRM
2850 South Jones Boulevard
Las Vegas, NV 89146
Tel: (702) 228-7590
Fax: (702) 892-0122
-- and --
Steve Morris, Esq.
Rosa Solis-Rainey, Esq.
MORRIS LAW GROUP
125 Main Street East
Hamilton, ON
L8N 3Z3
Tel: (905) 526-8080
Fax: (905) 521-1927
City National Bank is represented by:
Richard F. Holley, Esq.
F. Thomas Edwards, Esq.
COTTON, DRIGGS, WALCH, HOLLEY, WOLOSON & THOMPSON
400 S. Fourth Street, 3rd Floor
Las Vegas, NV 89101
Tel: (702) 791-0308
Fax: (702) 791-1912
Email: rholley@nevadafirm.com
tedwards@nevadafirm.com
-- and --
Lance N. Jurich, Esq.
LOEB & LOEB, LLP
10100 Santa Monica Boulevard Suite 2200
Los Angeles, CA 90067
Tel: (310) 282-2000
Fax: (310) 282-2200
Email: ljurich@loeb.com
-- and --
Vadim Rubinstein, Esq.
LOEB AND LOEB LLP
345 Park Avenue
New York, NY 10154
Tel: (212)407-4000
Fax: (212)407-4990
Email: vrubinstein@loeb.com
About Charleston Associates
Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC. The Debtor initially owned a 96-acre parcel of real estate
in Las Vegas, Nevada and began developing a large community
shopping center thereon. Situated at the northeast corner of
the intersection of Charleston Boulevard and Rampart Boulevard,
the entire shopping center was to be known as "The Shops at Boca
Park."
The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers. The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.
Phase III encompassed approximately 41.72 acres. The Debtor
divided Phase III into two parcels consisting of the approximately
18.28-acre parcel that is the Boca Fashion Village property, and
an approximately 23.44-acre parcel of undeveloped land adjacent
thereto. The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank.
The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers. Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site. The 3.74 acre site was formerly
subject to a ground lease, but is currently owned by Quality Real
Estate Management ("QREM"), and is being renovated to accommodate
the opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store. Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.
In addition, there is a cellular tower located on the property
that is currently leased to Nextel.
Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010. Judge Kevin J. Carey
presides over the case. Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel. Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel. In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.
Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel. Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.
DF SERVICING: Schedules $94.7M in Assets, $159.9M in Debt
---------------------------------------------------------
DF Servicing, LLC disclosed $94,661,858 in assets and $159,898,325
in liabilities in its amended schedules of assets and liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $2,160,000
B. Personal Property $92,501,858
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $99,948,964
E. Creditors Holding Unsecured
Priority Claims $798
F. Creditors Holding Unsecured
Non-priority Claims $59,948,561
-------------- --------------
TOTAL $94,661,858 $159,898,325
A copy of the company's schedules is available without charge at
http://is.gd/BhoWuO
About DF Servicing
Engaged in the business of purchase and sale of construction
projects, DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC,
and DF Holdings LLC filed Chapter 11 bankruptcy petitions (Bankr.
D.P.R. Case Nos. 15-10253 to 15-10256) on Dec. 24, 2015. The
petitions were signed by Mark Mashburn, the president.
Charles A Cuprill, PSC Law Office, serves as counsel to the
Debtors, CPA Luis R. Carrasquillo & Co, P.S.C. as financial
consultant, AFS CPA Group, LLC, serves as auditor, and Salichs Pou
& Associates, PSC, as special counsel.
EFTENI INC: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: Efteni, Inc.
41 State Route 36
Keyport, NJ 07735-1437
Case No.: 16-16547
Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: Brian L. Hoffman, Esq.
HOFFMAN & HOFFMAN
99 Highway 35
Keyport, NJ 07735
Tel: (732) 264-1956
Email: brian@hoffman-hoffman.net
Total Assets: $31,000
Total Liabilities: $1.05 million
The petition was signed by Suleyman Kilic, president.
A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb16-16547.pdf
EIDOS LLC: Court Allows Stairway to Proceed with Arbitration
------------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginaia, Alexandria Division, lifted the automatic
stay imposed in the Chapter 11 case of Eidos, LLC, et al., to allow
Stairway Capital Management II, L.P., to proceed with arbitration
required in the policy issued by IronShore Specialty Insurance
Company.
The Policy requires parties to mediate and submit for final
arbitration "any controversy, claim or dispute" arising in
connection with the Policy in accordance with the Commercial
Arbitration Rules of the American Arbitration Association.
Judge Kenney also ruled that with respect to the Injunction issued
by the Tribunal -- three appointed arbitrators of the American
Arbitration Association -- Stairway may proceed to enforce all of
the terms of the Injunction, provided, however, that no
disbursements may be made out of any Escrow Account until further
Order of the Court. With respect to the proceeds of the Ironshore
Policy which is Contingent Loss Reimbursement Policy that Eidos has
secured from Ironshore as an additional security for its Stairway
Loan, the policy proceeds will similarly be paid into escrow with a
third party Escrow Agent and no disbursements shall be made until
further Order of the Court should Ironshore be ordered to pay those
policy proceeds.
The Debtors objected to Stairway's Motion arguing that the
Insurance Policy, the proceeds of the AUO Settlement, and the
claims asserted against Stairway and Ironshore in the Arbitration
constitute property of the estate. Therefore, pursuant to the
express provisions of the Bankruptcy Code that "the scope of the
stay applies to any property that is property of the estate"
automatic stay applies to these actions as they directly affect the
property of the estate, the Debtors asserted.
The Debtors also argued that while the stay of proceedings under
the Bankruptcy Code is a protection generally afforded only to the
debtor, the Court may also extend the stay to non-debtor parties in
"unusual circumstances," when the "identity of the Debtor and the
third party are "inexorably interwoven" so that the Debtor may be
said to be the real party against whom the creditor is
proceeding."
Accordingly, if the Arbitration does not go forward, Stairway will
merely face the same delay in liquidating its claim that all
creditors face in complex Chapter 11 cases but still Stairway
remains protected, and the greater hardship would be suffered by
the Debtors should the Court grant Stairway???s requested relief,
the Debtors argued.
Eidos, LLC and Debtors-in-Possession are represented by:
Donald F. King, Esq.
Alexander M. Laughlin, Esq.
Lauren Friend McKelvey, Esq.
ODIN FELDMAN & PITTLEMAN PC
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Telephone: 703-218-2100
Facsimile: 703-218-2160
Email: donking@ofplaw.com
Alex.Laughlin@ofplaw.com
Lauren.McKelvey@ofplaw.com
About Eidos, LLC
Eidos LLC and six affiliated debtors each filed a Chapter 11
bankruptcy petition (Bankr. E.D. Va. Lead Case No. 16-10385-BFK) on
Feb. 4, 2016. The cases are assigned to Judge Brian F. Kenney.
The Debtors have tapped Odin, Feldman & Pittleman P.C. as their
legal counsel.
Eidos LLC estimated assets of $100 million to $500 million and debt
of $50 million to $100 million.
EMMAUS LIFE: Delays Filing of 2015 Annual Report
------------------------------------------------
Emmaus Life Sciences, 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 that it has been unable to complete its internal
process for its consolidated financial statements for the quarters
ended June 30, 2015, and Sept. 30, 2015, and for the year ended
Dec. 31, 2015.
The Company has not yet filed its interim financial statements for
the periods ended June 30, 2015, and Sept. 30, 2015, because a
member of its Audit Committee (who is no longer on the Company's
Board of Directors) would not approve the filing of the June 30,
2015 Form 10-Q. The unwillingness of the Audit Committee member to
approve the Form 10-Q filing arose from unspecified concerns.
According Emmaus, its prior independent registered public
accountant informed the Company that they would not be able to
complete their review of the interim financial statements for the
period ended June 30, 2015, until those concerns had been
independently investigated by its Audit Committee or Board of
Directors.
"The lack of independent representation on our Audit Committee
delayed our ability to review and investigate the reasons the
former Audit Committee member would not approve the filing of the
June 30, 2015 Form 10-Q and, consequently, delayed our ability to
approve our financial statements for the quarter ended September
30, 2015."
The Company has added members to its Board of Directors including a
member to serve as the new Chairman of the Audit Committee. The
Company has also engaged a new independent public accounting firm.
"We are, however, in the process of determining the proper charge
for certain stock-based compensation and warrant-related expenses.
Specifically, we are evaluating the amount to expense, and the
timing of such expense, for options previously granted to a former
board member upon his departure," the Company said.
The Company does not expect to file its Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2015, and Sept. 30,
2015, within the time period permitted by Rule 12b-25. Likewise,
the Company does not expect to file its Annual Report on Form 10-K
for the year ended Dec. 31, 2015, within the time period permitted
by Rule 12b-25.
About Emmaus Life
Emmaus Life Sciences, Inc., is engaged in the discovery,
development, and commercialization of treatments and therapies
primarily for rare and orphan diseases. This biopharmaceutical
company's headquarters is in Torrance, California.
Emmaus Life reported a net loss of $20.8 million on $500,700 of net
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $14.06 million on $391,000 of net revenues for the year ended
Dec. 31, 2013.
As of March 31, 2015, the Company had $2.2 million in total assets,
$24.3 million in total liabilities and a $22.1 million total
stockholders' deficit.
KPMG LLP, in San Diego, California, issued a "going Concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014. The independent auditors noted that the
Company has suffered recurring losses from operations, has
significant amounts of debt due within a year, and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
EMPRESAS OMAJEDE: Wins Approval of Reorganization Plan
------------------------------------------------------
Empresas Omajede, Inc., in mid-March 2016 won an order confirming
its Plan of Reorganization dated Nov. 20, 2015. The Economic
Development Bank for Puerto Rico's secured claim of $114,000 and
Banco Popular de Puerto Rico's $2.50 million claim are unimpaired.
Unsecured creditors are impaired -- they will be paid 100% of their
claims, as fully determined and allowed by the Court, without
interest, in deferred equal consecutive monthly installments
commencing in June of 2016 and continuing on the 30th day of the
following 55 months, with a balloon payment in the 57th month for
the balance owed. Equity holders will retain their shares.
A copy of the Amended Plan is available for free at:
http://bankrupt.com/misc/American_Eagle_516_DS.pdf
A copy of the Summary of Claims and Plan Payments filed together
with the Plan is available for free at:
http://bankrupt.com/misc/Empresas_O_331_Claims_Payment.pdf
About Empresas Omajede
Empresas Omajede, Inc., is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at La
Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico.
Empresas Omajede filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
The Debtor tapped G.A. Carlo-Altieri & Associates as counsel and
Nelson E. Galarza as financial advisor.
The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.
FILMED ENTERTAINMENT: Taps Prime Clerk as Balloting Agent
---------------------------------------------------------
Filmed Entertainment Inc. filed an application to employ Prime
Clerk LLC as soliciting and balloting agent, nunc pro tunc to Jan.
1, 2016.
The Debtor has filed it chapter 11 plan of liquidation.
Accordingly, the Debtor believes that administration of the Chapter
11 case will require Prime Clerk to perform duties outside the
scope of the Aug. 12, 2016 order authorizing the Debtor to tap
Prime Clerk as the noticing and claims agent (the "Section 156(c)
Order").
Prime Clerk has agreed to provide, among other things, the
following bankruptcy administration services, if, and to the
extent, requested:
(a) Assist with, 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;
(b) Prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results; and
(c) Provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the Section 156(c) Order, as may be
requested from time to time by the Debtor.
Michael J. Frishberg, Co-President and Chief Operating Officer of
Prime Clerk, attests that Prime Clerk is a ???disinterested
person??? within the meaning of section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code, and
does not hold or represent any interest materially adverse to the
Debtor's estates in connection with any matter on which it would be
employed.
For the firm's solicitation, balloting and tabulation services, the
rates are:
Hourly Rate
-----------
Solicitation Consultant $185
Director of Solicitation $200
A hearing will be held on April 7, 2016, at 11:00 a.m. to consider
the Application.
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.
FINJAN HOLDINGS: Court Lifts Stay in Finjan v. Symantec
-------------------------------------------------------
Finjan Holdings, Inc., announced that on March 29, 2016, the stay
was lifted in Finjan v. Symantec (3-14-cv-02998-HSG). Finjan and
Symantec Corp. jointly submitted a Case Management Statement to the
Northern District of California District Court requesting the Court
to lift the stay based on the recent decisions by the Patent Trial
and Appeal Board of the U.S. Patent and Trademark Office rejecting
Symantec's petitions to institute Inter Partes Review on seven of
Finjan's eight asserted patents. The parties are to submit a joint
schedule to the Court by April 15, 2016, outlining all dates and
events leading up to and including the trial.
Finjan asserts that Symantec is infringing eight of its patents,
U.S. Patent Nos.: 6,154,844; 7,613,926; 7,756,996; 7,757,289;
7,930,299; 8,015,182; 8,141,154; and 8,677,494, which cover Network
Security, Search Engine, and Endpoint technologies. The "Markman"
hearing in this case was held on June 29, 2015, and the Court's
Claim Construction Order is pending.
A summary of Symantec IPR challenges against Finjan Patents are:
* '154 Patent - IPR2015-01547: denied
* '182 Patent - IPR2015-01548: denied
* '289 Patent - IPR2015-01552: denied
* '299 Patent - IPR2015-01549: denied
* '494 Patent - IPR2015-01892: 3 grounds denied, 1 instituted
* '494 Patent - IPR2015-01897: denied
* '844 Patent - IPR2015-01894: denied
* '926 Patent - IPR2015-01893: denied
* '926 Patent - IPR2015-01895: denied
* '996 Patent - IPR2015-01545: denied
* '996 Patent - IPR2015-01546: denied
Finjan also has pending infringement lawsuits against FireEye,
Inc., Palo Alto Networks, Inc., Proofpoint Inc., Sophos, Inc., and
Blue Coat Systems, Inc. relating to, collectively, more than 20
patents in the Finjan portfolio. The court dockets for the
foregoing cases are publicly available on the Public Access to
Court Electronic Records (PACER) website, www.pacer.gov, which is
operated by the Administrative Office of the U.S. Courts.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan Holdings reported a net loss of $12.60 million in 2015, a
net loss of $10.47 million in 2014 and a net loss of $6.07 million
in 2013.
As of Dec. 31, 2015, Finjan had $9.20 million in total assets,
$2.85 million in total liabilities and $6.34 million in total
stockholders' equity.
GELTECH SOLUTIONS: Amends 8.9M Shares Prospectus with SEC
---------------------------------------------------------
GelTech Solutions, Inc., filed a post-effective amendment no.1 to
its registration statement on Form S-1 relating to the sale of up
to 8,965,601 shares of its common stock which may be offered by
selling shareholder, Lincoln Park Capital Fund, LLC. The shares of
common stock being offered by the selling shareholder are
outstanding or issuable pursuant to the Lincoln Park Purchase
Agreement.
The Company will not receive any proceeds from the sales of the
above shares of its common stock by the selling shareholder;
however, the Company will receive proceeds under the Purchase
Agreement if we sell shares to the selling shareholder.
The Company's common stock trades on the OTC Markets, Inc., or
OTCQB, under the symbol "GLTC". As of the last trading day before
the date of this prospectus, the closing price of the Company's
common stock was $0.45 per share.
A full-text copy of the amended prospectus is available for free at
http://is.gd/5ZgShG
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.
For the year ended June 30, 2015, the Company reported a net loss
of $5.51 million on $800,365 of sales compared to a net loss of
$7.11 million on $814,587 of sales for the year ended June 30,
2014.
As of Dec. 31, 2015, Geltech had $1.96 million in total assets,
$6.44 million in total liabilities and a total stockholders'
deficit of $4.48 million.
The Company's auditors Salberg & Company, P.A., in Boca Raton,
Florida, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has a net loss and net cash used in operating
activities in of $2,638,580 and $2,146,501, respectively, for the
six months ended Dec. 31, 2015, and has an accumulated deficit and
stockholders' deficit of $43,285,883 and $4,482,416, respectively,
at Dec. 31, 2015. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
GLYECO INC: Incurs $12.5 Million Net Loss in 2015
-------------------------------------------------
GlyEco, Inc., filed with the Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss available to
common shareholders of $12.5 million on $7.36 million of net sales
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $8.73 million on $5.89 million of net
sales for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, GlyEco had $4.87 million in total assets,
$1.69 million in total liabilities and $3.17 million in total
stockholders' equity.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that
the Company has had recurring losses from operations, has negative
operating cash flows during the year ended Dec. 31, 2015, and has
an accumulated deficit of $34,550,503 as of Dec. 31, 2015. These
factors 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/eSdrcr
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
GREAT BASIN: Has Swap Agreements with Warrant Holders
-----------------------------------------------------
Great Basin Scientific, Inc., entered into, effective April 4,
2016, certain warrant exchange agreements, each by and between the
Company and a holder of its outstanding Series E Warrants, pursuant
to which the Company and each such holder agreed to exchange
outstanding Series E Warrants for shares of common stock of the
Company.
The Series E Warrants were previously issued by the Company to
those holders on Feb. 24, 2016, as part of the Company's previously
announced public offering of 39.2 million units, each unit
consisting of one share of common stock and 1.5 Series E Warrants.
At the time of closing the Company will issue a press release
confirming the exchange.
Pursuant to the Exchange Agreements, the Company anticipates
issuing at closing 650,160 shares of common stock of the Company in
exchange for the surrender by the holders to the Company of Series
E Warrants exercisable to acquire approximately 1,680,000 shares of
common stock of the Company (representing an exchange ratio of one
share of common stock for each 2.584 shares of common stock
underlying the surrendered Series E Warrants). At such closing the
surrendered Series E Warrants will be immediately cancelled by the
Company and will no longer be outstanding. Following the exchange
under the Exchange Agreements, there will be no Series E Warrants
issued and outstanding.
The exchange of the Series E Warrants for 650,160 shares of common
stock of the Company is being made in reliance upon the exemption
from the registration requirements of the Securities Act of 1933,
as amended, pursuant to Section 3(a)(9) thereof based on the
representations of the holders. No commission or other
remuneration will be paid or given directly or indirectly for
soliciting the exchange. Other than the surrendered Series E
Warrants, the Company will not receive any compensation for the
issuance of the shares of common stock.
Each Exchange Agreement contains a lock-up provision pursuant to
which the holder signatory thereto agrees, on behalf of itself and
certain of its affiliates, not to, for a period of three trading
days commencing on the closing date of the exchange, to sell,
dispose or otherwise transfer more than their pro-rata portion
(based upon the aggregate number of shares of common stock acquired
by holders pursuant to the Exchange Agreements) of 30% of the daily
trading volume of the common stock for any trading day unless in a
sale or transfer at a price greater than $7.50 per share
(appropriately adjusted for any stock split, reverse stock split,
stock dividend or other reclassification or combination of the
Common Stock occurring after the date hereof).
The Exchange Agreements contain customary representations,
warranties and covenants.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.89 million in 2015 following
a net loss of $21.72 million in 2014.
As of Dec. 31, 2015, Great Basin had $28.55 million in total
assets, $51.75 million in total liabilities and a total
stockholder's deficit of $23.19 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
GREAT LAKES COMNET: Schedules $24.4M in Assets, $28.3M in Debt
--------------------------------------------------------------
Great Lakes Comnet Inc. disclosed $24,396,300 in assets and
$28,323,324 in liabilities in its amended schedules of assets and
liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $0
B. Personal Property $24,396,300
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $25,209,914
E. Creditors Holding Unsecured
Priority Claims $135,091
F. Creditors Holding Unsecured
Non-priority Claims $2,978,319
-------------- --------------
TOTAL $24,396,300 $28,323,324
A copy of the company's schedules is available without charge at
http://is.gd/D3n4Zs
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 cases are jointly administered under Case No. 16-00290.
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.
GREAT LAKES COMNET: To Employ Loomis Ewert as Special Counsel
-------------------------------------------------------------
Great Lakes Comnet, Inc., and Comlink, L.L.C., seek authorization
from the U.S. Bankruptcy Court for the Western District of Michigan
to employ Loomis, Ewert, Parsley, Davis & Gotting, P.C., as special
counsel to the Debtors, nunc pro tunc to the Petition Date, with
respect to certain currently pending and anticipated trial and
appellate litigation and administrative proceedings, including:
* Westphalia Tel. Co and Great Lakes Comnet, Inc. v AT&T
Corp., Case No. U-17619 (Michigan Public Service
Commission);
* Westphalia Tel. Co. & Great Lakes Comnet Inc. v AT&T Corp.,
Case No. 326100 (Michigan Court of Appeals);
* Great Lakes Comnet, Inc. & Westphalia Telephone Co. v. AT&T
Corp., Case No. 1:15-cv-00216 (Western District of
Michigan);
* Comlink, LLC v. Summit Digital, Inc. and Thomas A. Nix, Case
No. 15-K-31291-CK (Ionia County, Michigan Circuit Court);
and
* Comlink, LLC v. Markur Communications, LLC, Case No.
15-26013-CK (Wexford County, Michigan Circuit Court), and
other matters as the Debtors should expressly authorize,
including regulatory compliance filings and matters before
state and federal regulatory agencies and other legal
matters.
Loomis Ewert represented the Debtors with respect to the Legal
Proceedings prior to the filing of the Debtors' bankruptcy
petitions.
The professional services Loomis Ewert has rendered and, if
approved, will render to the Debtors will include:
(a) Advising the Debtors with respect to their rights, powers
and duties as regulated entities in the continued
management and operation of their business affairs and
property;
(b) Advising and consulting with the Debtors regarding the
conduct of the Legal Proceedings, including all legal and
administrative requirements associated with the Legal
Proceedings;
(c) Taking all necessary action to protect and preserve the
Debtors' estates by the prosecution and defense of the
Legal Proceedings and representation of the Debtors in
regulatory matters before Federal and Michigan regulatory
agencies; and
(d) Performing all other necessary or appropriate legal
services and providing all other necessary legal advice to
the Debtors and their bankruptcy counsel in connection
with the Legal Proceedings as they relate to the Debtors'
Chapter 11 cases.
Loomis Ewert's hourly rates as of the Petition Date, are:
* $200-$500/hour for Principals and Of Counsel
* $150-$200/hour for Associates
* $75-$150 / hour for Paralegals
Loomis Ewert is customarily reimbursed for all expenses it incurs
in connection with its representation of a client in a given
matter.
As Loomis Ewert is proposed as special counsel to provide services
in connection with the Legal Proceedings, Section 327(e) of the
Bankruptcy Code does not require that Loomis Ewert be
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code. Rather, Section 327(e) of the Bankruptcy Code
only requires that Loomis Ewert not represent or hold any interest
adverse to the Debtors or the estates with respect to the matters
on which Loomis Ewert is to be employed.
Michael G. Oliva, Esq., a Principal with Loomis Ewert, assures the
Court that Loomis Ewert's conflict check has not revealed the
existence of any matters adverse to the interests of the Debtors.
Loomis Ewert can be reached at:
Michael G. Oliva, Esq.
Jeffrey S. Theuer, Esq.
LOOMIS, EWERT, PARSLEY, DAVIS & GOTTING, P.C.
124 West Allegan, Suite 700
Lansing, MI 48933
Telephone: (517) 482-2400
E-mail: mgoliva@loomislaw.com
jstheuer@loomislaw.com
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.
HORSEHEAD HOLDING: Akin Gump Advising Ad Hoc Noteholder Committee
-----------------------------------------------------------------
To comply with Rule 2019 of the Federal Rules of Bankruptcy
Procedure, the law firm of Akin Gump Strauss Hauer & Feld LLP
disclosed this week that it represents an Ad Hoc Secured Noteholder
Committee whose members own (i) 10.50% Senior Secured Notes due
2017 issued by Horsehead Holding Corp. and (ii) 9.00% Senior Notes
due 2017 issued by Horsehead Holding Corp., and that certain of
those noteholders are also the lenders under Horsehead's
debtor-in-possession financing facility.
The Ad Hoc Secured Noteholder Committee engaged Akin Gump on
January 13, 2016 to represent them in connection with a potential
restructuring of the Debtors. The lawyers leading the engagement
are:
Michael S. Stamer, Esq.
Meredith A. Lahaie, Esq.
Rebecca A. Wirakesuma, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, New York 10036
Telephone: (212) 872-1000
E-mail: mstamer@akingump.com
mlahaie@akingump.com
rwirakesuma@akingump.com
The Ad Hoc Committee members and the securities they own are:
Greywolf Capital Management LP
on behalf of certain managed funds
4 Manhattanville Road, Suite 201
Purchase, NY 10577
$73,415,000 in 10.50% Senior Secured Notes due 2017
$10,500,000 in 9.00% Senior Notes due 2017
$8,095,000 in 3.80% Convertible Notes
3,619,622 shares of common equity issued by Horsehead
Holding Corp.
Hotchkis & Wiley Capital Management
725 South Figueroa Street, 39th Floor
Los Angeles, CA 90017-5439
$18,995,000 in 10.50% Senior Secured Notes due 2017
$18,450,000 in 9.00% Senior Notes due 2017
Lantern Capital Partners, LP
300 Crescent Court
Dallas, TX 75201
$39,000,000 in 10.50% Senior Secured Notes due 2017
$2,400,000 in 9.00% Senior Notes due 2017
MAK Capital
590 Madison Avenue, 24th Floor
New York, NY 10022
$32,060,000 in 10.50% Senior Secured Notes due 2017
$600,000 in 9.00% Senior Notes due 2017
$7,997,000 in 3.80% Convertible Notes
Pine River Capital Management
601 Carlson Pkwy, 7th Floor
Minnetonka, MN 55305
$17,865,000 in 10.50% Senior Secured Notes due 2017
Saye Capital Management2
820 Manhattan Ave, Suite 206
Manhattan Beach, CA 90266
$11,760,000 in 10.50% Senior Secured Notes due 2017
Trishield Capital Management, LLC
540 Madison Avenue, 14th Floor
New York, NY 10022
$5,350,000 in 10.50% Senior Secured Notes due 2017
$250,000 in 9.00% Senior Notes due 2017
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.
HOWELL MOUNTAIN: Cannot Assume Lease Prior to Ruling in Rent Claim
------------------------------------------------------------------
Judge Alan Jaroslovsky of the United States Bankruptcy Court for
the Northern District of California held that he cannot allow final
assumption of a lease by the debtor Howell Mountain Partners, L.P.,
until an objection to the lessors' claim for unpaid rent has been
sustained or has been satisfied.
Chapter 11 debtor in possession HMP filed a motion to assume its
33-year lease of 17.54 acres of agricultural land from Leanne and
Lawrence Patterson. The lease is a very valuable asset of the
bankruptcy estate.
The Pattersons have filed a claim for unpaid rent alleging that
they are entitled to $65,667.61. However, an accountant's error in
the calculation of the minimum annual rent had previously caused
HMP to overpay the Pattersons $67,636.34. Applying the overpayment
to the claim, Judge Jaroslovsky found that HMP is not in default
and the lease should be assumed.
Nevertheless, Judge Jaroslovsky explained that "where a nondebtor
party to a contract or lease has filed a proof of claim, the
bankruptcy court has full authority to decide all issues raised by
the claim, but it must be done in the context of an objection to
it, not a motion to assume or reject it." Thus, the judge held
that until an objection is filed to the Patterson's proof of claim,
they are deemed to have an allowed claim for unpaid rent in the
amount of $65,667.61 and the court cannot allow final assumption
until an objection to the Patterson claim has been sustained or the
claim has been satisfied.
The case is In re HOWELL MOUNTAIN PARTNERS, L.P., Debtor(s), No.
15-10524 (Bankr. N.D. Cal.).
A full-text copy of Judge Garr Jaroslovsky's March 16, 2016
memorandum is available at http://is.gd/X8ih2Rfrom Leagle.com.
Howell Mountain Partners, L.P., a California Limited Partnership,
is represented by:
Sean Benjamin Absher, Esq.
STRADLING YOCCA ET AL
44 Montgomery Street, Suite 4200
San Francisco, CA 941014
Tel: (415)283-2240
Fax: (415)283-2255
Email: sabsher@sycr.com
-- and --
Lisa Lenherr, Esq.
James A. Tiemstra, Esq.
TIEMSTRA LAW GROUP PC
1111 Broadway, Suite 1501
Oakland, CA 94607-4036
Tel: (510)987-8000
Fax: (510)987-7219
-- and --
Gary S. Vandeweghe, Esq.
LAW OFFICES OF GARY S. VANDEWEGHE
96 N 3rd St.
San Jose, CA 951150024
Office of the U.S. Trustee/SR, U.S. Trustee, is represented by:
Lynette C. Kelly, Esq.
Minnie Loo, Esq.
U.S. OFFICE OF THE U.S. TRUSTEE
1301 Clay Street, Suite 690N
Oakland, CA 94612-5217
Tel: (510)637-3200
Fax: (510)637-3220
IHEARTCOMMUNICATIONS INC: Cancels Talks with D.E. Shaw, et al.
--------------------------------------------------------------
As previously announced, on March 7, 2016, iHeartCommunications,
Inc., initiated an action against, among others, Benefit Street
Partners LLC, and certain related entities, Canyon Capital Advisors
LLC, D. E. Shaw Galvanic Portfolios, LLC, Franklin Advisers, Inc.,
and Franklin Mutual Advisers, LLC, which is styled
iHeartCommunications, Inc., f/k/a Clear Channel Communications,
Inc. v. Benefit Street Partners LLC, et al., and is pending in the
285th Judicial District, Bexar County, Texas, as Cause No. 2016 CI
04006. Only Benefit Street and Franklin Advisers have appeared in
the Texas Litigation. Canyon Capital, D. E. Shaw and Franklin
Mutual filed special appearances challenging the Texas Court's
jurisdiction over them.
The Texas Litigation relates to the transfer and/or contribution on
Dec. 3, 2015, of 100,000,000 shares of Class B common stock of
Clear Channel Outdoor Holdings, Inc., from Clear Channel Holdings,
Inc., one of the Company's wholly-owned subsidiaries that is a
"restricted subsidiary" under the Company's various debt documents,
to Broader Media, LLC, one of the Company's wholly-owned
subsidiaries that is an "unrestricted subsidiary" under the
Company's various debt documents. Certain holders of the Company's
senior secured indebtedness, including Benefit Street, D.E. Shaw,
Franklin Advisers and Franklin Mutual, have alleged that this
transfer violated certain covenants in certain of the Company's
priority guarantee note indentures.
On April 4, 2016, the Company announced that it has been in
discussions with Benefit Street, D.E. Shaw, Canyon Capital,
Franklin Advisers and Franklin Mutual to explore, among other
things, a possible resolution of all issues raised in the Texas
Litigation, including the Notices of Default issued by Benefit
Street, D.E. Shaw, Franklin Advisers and Franklin Mutual with
respect to the Specified Event.
"These discussions, which took place under a confidentiality
agreement among those parties, have terminated and are no longer
continuing based on the Company's written disclosure that it is no
longer pursuing the actions contemplated by those discussions, and
the Texas Litigation is continuing," the Company stated in a
regulatory filing with the Securities and Exchange Commission.
About iHeartCommunications
iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners. The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.
IheartCommunications reported a net loss attributable to the
Company of $755 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to the
Company of $793.76 million on $6.31 billion of revenue for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $13.8
billion in total assets, $24.4 billion in total liabilities and a
total shareholders' deficit of $10.6 billion.
Bankruptcy Warning
"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time. Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations. The terms of existing or
future debt instruments may restrict us from adopting some of these
alternatives. These alternative measures may not be successful and
may not permit us or our subsidiaries to meet scheduled debt
service obligations. If we or our subsidiaries cannot make
scheduled payments on indebtedness, we or our subsidiaries, as
applicable, will be in default under one or more of the debt
agreements and, as a result we could be forced into bankruptcy or
liquidation," the Company said in its annual report for the year
ended Dec. 31, 2015.
* * *
iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR)
from Fitch Ratings and a 'Caa2 Corp." corporate family rating from
Moody's Investors Service.
INTERPARK INVESTORS: Hires CBRE Inc. as Real Estate Broker
----------------------------------------------------------
Interpark Investors, LLC, sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ CBRE, Inc., as its real estate broker.
Prior to the Petition Date, the Debtor retained CBRE pursuant to
the terms of that certain Exclusive Sales Listing Agreement dated
February 1, 2016, to sell the Bryn Mawr Property located at
8601-8623 West Bryn Mawr Avenue, in Chicago, Illinois.
As real estate broker, CBRE will:
(a) develop a marketing plan for the Bryn Mawr Property and
prepare offering materials;
(b) advertise the Bryn Mawr Property for sale via direct
mail, print advertising and the Internet, as deemed
appropriate by CBRE;
(c) solicit and identify prospective purchasers of the Bryn
Mawr Property and assist the Debtor in evaluating and
qualifying such prospective purchasers;
(d) inform the Debtor of all inquiries related to the Bryn
Mawr Property;
(e) assist the Debtor prepare and execute and closing
checklist in connection with the Sale of the Bryn Mawr
Property; and
(f) accept and inform the Debtor of all offers to buy the
Bryn Mawr Property and assist the Debtor in communicating
counteroffers.
CBRE will receive a commission from the closing proceeds generated
from the sale of the Bryn Mawr Property. Specifically, CBRE will
receive: 2.5% of the first $15 million received, 3% of amounts
between $15 and $20 million received, and 4% of amounts over $20
million. CBRE will be deemed to have earned the Commission if: (a)
the Debtor enters into a contract for the sale of the Bryn Mawr
Property during the term of the Agreement; and (b) the contract for
the sale of the Bryn Mawr Property subsequently closes. CBRE will
not receive the Commission until after further Court approval.
James F. Carris, a Senior Managing Director at CBRE, assured the
Court that CBRE is a "disinterested person" within the scope of
Section 101(14) of the Bankruptcy Code.
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.
LAWRENCE SCHIFF SILK: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Lawrence Schiff Silk Mills, Inc.
590 California Road, Suite 109
Quakertown, PA 18951
Case Number: 16-12396
Type of Business: Apparel & Textile Products
Involuntary Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Jean K. FitzSimon
Petitioners' Counsel: Jeffrey Kurtzman, Esq.
KURTZMAN STEADY LLC
401 South 2nd Street, Suite 301
Philadelphia, PA 19147
Tel: 215 715-2814
E-mail: Kurtzman@kurtzmansteady.com
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Pyramid Realty Group, LP Lease Obligations $227,452
590 California Road
Quakertown, PA 18951
Aero Energy Trade Debt $12,910
230 Lincoln Way East
New Oxford, PA 17350
Grant Industries, Inc. Trade Debt $18,228
125 Main Avenue
Elmwood Park, NJ 07407
LEAPFROG ENTERPRISES: Now a Wholly-owned Subsidiary of VTech
------------------------------------------------------------
VTech Holdings Limited has completed its acquisition of LeapFrog
Enterprises, Inc., a leading developer of educational entertainment
for children.
Under the terms of the previously announced transaction, VTech
agreed to acquire 100% of the outstanding common stock of LeapFrog
at US$1.00 per share through an all cash tender offer followed by a
second-step merger. The tender offer commenced on March 3, 2016,
and expired at 11:59 p.m., New York City time, on April 1, 2016.
As previously announced, approximately 56.60% of all issued and
outstanding shares of LeapFrog common stock were tendered into the
offer and accepted for purchase by Bonita Merger Sub, L.L.C., an
indirect wholly-owned subsidiary of VTech.
The tender offer and the merger were completed.
Effective April 4, 2016, LeapFrog is an indirect wholly-owned
subsidiary of VTech.
About LeapFrog Enterprises
Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children. The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys. It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.
As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.
For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.
"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year. During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail. Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand. In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet. The
Company does not believe that these challenging conditions will
improve materially in the next two quarters. The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products. However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter. The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.
LEXI DEVELOPMENT: North Bay Seeks Turnover of Cash Collateral
-------------------------------------------------------------
Lexi North Bay LLC asks the U.S. Bankruptcy Court to prohibit Lexi
Development Company, Inc., from using existing or accruing cash
collateral and compel the Debtor to turnover all cash collateral
accrued and accruing, asserting that the Debtor's authority to use
cash collateral has expired.
According to North Bay, during the pendency of the Chapter 11
proceeding there were nine Interim Orders entered by the Court
granting agreed motions ". . . for continued use of Cash
Collateral," however, the Ninth Order was not followed by an
additional interim order, nor a final order was ever entered by the
Court. In addition, the Debtor had ceased making adequate
protection payments, or any other type of payments to North Bay,
while North Bay had already filed a proof of claim asserting a
secured claim in the amount of $15,512,642 as of Oct. 21, 2010.
The Debtor, in response, pointed out that North Bay's efforts has
come almost three full years after the entry of the Ninth Cash
Collateral Order and after the Debtor made its Final Payment at the
end of 2012.
According to the Debtor, North Bay has not objected to any of the
Debtor's ordinary expenses and payments as contained in the DIP
Reports, nor has North Bay insisted upon the entry of an additional
cash collateral order, as no such relief was or is needed since
North Bay has been paid the principal and note rate interest in
full. Therefore, at this time, no funds are currently due to North
Bay, and it is axiomatic that the Debtor should not be required to
turn over cash that is not owed to North Bay, the Debtor asserted.
The Debtor 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.
LILY GROUP: Hires Chilcote Kibbe & Hillery as Co-Counsel
--------------------------------------------------------
Lily Group, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Chilcote, Kibbe &
Hillery, P.C., as co-counsel, nunc pro tunc to January 1, 2016.
The Debtor is represented by the law firm of Tucker, Hester, Baker
& Krebs, P.C. Wendy D. Brewer of Jefferson & Brewer, LLC, the
Court-Appointed Chief Restructuring Officer for the Debtor, asserts
that roles of CKH and THBK will not overlap in the representation
of the Debtor.
Courtney Chilcote, Esq., of CKH, is previously affiliated with the
law firm of THBK, and now affiliated with the law firm of CKH. Ms.
Chilcote played a key role in the representation of the Debtor in
this case, the Debtor's CRO contends.
The professional services that CKH will render to the Debtor
include:
(a) advising the Debtor with respect to its powers and duties
as Debtor and Debtor- In-Possession in the continued
management of its property;
(b) attending meetings and negotiating with representatives of
creditors and other parties-in-interest and advising and
consulting on the conduct of the case, including all of
the legal and administrative requirements of Chapter 11;
(c) taking all necessary action to protect and preserve the
Debtor's bankruptcy estate, including the prosecution of
actions on its behalf, the defense of any actions
commenced against the Estate, negotiations concerning all
litigation in which the Debtor may be involved and
objections to claims filed against the Estate;
(d) preparing on behalf of the Debtor, motions, applications,
answers, orders, reports and papers necessary to the
administration of the Estate;
(e) attending meetings with third parties and participating in
negotiations with respect to the above matters;
(f) appearing before this Court, any appellate courts, and the
Office of the U.S. Trustee, and protecting the interests
of the Debtor's Estate before such court and the Office of
the U.S. Trustee;
(g) advising the Debtor regarding the maximization of value of
the Estate for its creditors and interest holders;
(h) consulting with the Debtor regarding tax matters and
representing the Debtor in negotiations with taxing
authorities; and
(i) performing all other necessary legal services and
providing all other necessary legal advice to the Debtor
in connection with this Chapter 11 case.
As of January 1, 2016, the CKH firm hourly rate for Courtney
Chilcote is $275 and for paraprofessionals is $125. Certain
charges and disbursements will also be paid.
According to the Affidavit of Courtney E. Chilcote, CKH is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Lily Group
Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, Indiana.
In its amended schedules, the Debtor disclosed $2.55 million in
assets and $39.0 million in liabilities.
Jefferson & Brewer LLC has been designated as the Debtor's chief
restructuring officer.
The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana. The official committee of unsecured
creditors has tapped Faegre Baker Daniels LLP as counsel.
MAGNETATION LLC: DIP Maturity Date Extended to July 7
-----------------------------------------------------
Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota grants authority to Magnetation LLC and its
subsidiaries to enter into the Amendment extending the DIP Maturity
Date and any related documentation, and also grants the Debtors'
request for an expedited hearing.
Judge Kishel further orders the Debtors to pay the reasonable and
documented fees and expenses of one financial advisor to the
Prepetition Revolving Agent on terms reasonably acceptable to the
Debtors and the Required Lenders as additional adequate protection
to the Prepetition Revolving Agent and the Prepetition Revolving
Lenders, and provide the Prepetition Revolving Lenders with certain
additional information and reporting.
In addition, Judge Kishel further authorized and empowered the
Debtors to take all actions necessary to implement the relief
granted, while the terms of the DIP Order shall remain in full
force and effect except to the extent modified by the Order.
In its Motion, the Debtors allege that the DIP Facility has an
extended the maturity date pursuant to Amendment No. 9 to the DIP
Credit Agreement that matures on March 7, 2016, prompting the
Debtors to seek for another extension of the DIP Maturity Date from
their DIP Lenders.
The Debtors request an extension of March 31, 2016, if the Debtors
will not have either entered into a new restructuring support
agreement or provided a business plan acceptable to DIP Lenders
holding a principal amount of Loans and Commitments constituting
more than 86% of the outstanding principal amount of all Loans and
Commitments or not satisfied certain reporting covenants,
otherwise, an extension of July 7, 2016. As previously agreed by
the Debtors, each consenting DIP Lender will receive its pro rata
share of a $4,000,000 maturity extension fee to incentivize the DIP
Lenders extending the DIP Maturity Date to the Extended DIP
Maturity Date.
The Statutory Lien Claimants Hammerlund Construction, Inc.,
Hammerlund???s Champion Steel, Inc., Northern Industrial Erectors,
Inc., A.W. Kuettel & Sons, Inc., and Range Electric, Inc. complain
that a $4,000,000 fee for the extension of the maturity date of the
DIP Credit Facility for a period of less than one month is
unreasonably high. The Statutory Lien Claimants give emphasis that
the maturity extension fee is approximately 7.7% of $52,242,042 of
new funds advanced to Debtors under the DIP Credit Facility and
expended by the Debtors.
Magnetation LLC and its subsidiaries are represented by:
Marshall S. Huebner, Esq.
Michelle M. McGreal, Esq.
Kevin J. Coco, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Email: marshall.huebner@davispolk.com
michelle.mcgreal@davispolk.com
kevin.coco@davispolk.com
-- and --
Ralph V. Mitchell, Esq.
LAPP, LIBRA, THOMSON, STOEBNER & PUSCH, CHARTERED
120 South Sixth Street, Suite 2500
Minneapolis, Minnesota 55402
Telephone: (612) 343-4962
Facsimile: (612) 338-6651
Email: rmitchell@lapplibra.com
Hammerlund Construction, Inc., Hammerlund???s Champion Steel, Inc.,
Northern Industrial Erectors, Inc., A.W. Kuettel & Sons, Inc., and
Range Electric, Inc. are represented by:
Paul L. Ratelle, Esq.
FABYANSKE, WESTRA, HART & THOMSON, P.A.
333 South Seventh Street, Suite 2600
Minneapolis, MN 55402
Telephone: 612-359-7600
Facsimile: 612-359-7602
Email: pratelle@fwhtlaw.com
About Magnetation LLC
Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.
Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.
The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.
The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.
MAGNUM HUNTER: Creditors Object to Creation of Equity Committee
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Magnum Hunter Resources Corporation and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware its objection to the requests to form an
official committee of equity security holders filed by Axel Pantin
on behalf of 201 non-insider equity security holders.
Norman L. Pernick, Esq., at Cole Schotz P.C., in Wilmington,
Delaware -- npernick@coleschotz.com -- contends that there is no
basis for an equity committee in these cases. He asserts that the
Debtors' bankruptcy estates are hopelessly insolvent, and unsecured
creditors will receive significantly less than satisfaction in
full.
Under the Debtors' Second Amended Joint Chapter 11 Plan of
Reorganization, general unsecured creditors are expected to receive
a recovery of between 17% and 50% on their claims, Mr. Pernick
notes. He explains that the Creditors Committee has evidenced its
conviction that these estates are insolvent by supporting the Plan,
which provides far less than full recovery to unsecured creditors.
If the Committee believed that these estates were solvent, the
Committee would have opposed the Plan, he continues.
The appointment of the Movants suggest that these estates are
solvent, but have failed to show that to be the case because the
Movants have presented no evidence or even a basis to allege a
likelihood -- let alone a substantial likelihood -- that the
Debtors' estates are solvent and that the estates contain value
available for distribution to equity holders, Mr. Pernick argues.
The Movants have, thereby, failed to satisfy this jurisdiction's
standard for the appointment of an equity committee, he adds.
Mr. Pernick further contends that the creation of an equity
committee would impose costs to these estates that are neither
necessary nor justified. These costs, he notes, would be borne by
the Debtors' creditors, not by the Movants.
Finally, the appointment of an equity committee at this late
juncture is no longer timely or relevant, Mr. Pernick asserts. He
argues that the Movants had ample time to move for the appointment
of an equity committee, but delayed the filing of the Motions until
the plan of reorganization had been filed, and the confirmation
process had commenced. Indeed, much earlier in these cases, the
Office of the United States Trustee received a request to appoint
an equity committee founded in part on the proposition that there
may be value for distribution to equity holders.
After receiving input from the Debtors and the Committee and
conducting the U.S. Trustee's own analysis, the U.S. Trustee
correctly determined that it was not appropriate to appoint an
official equity committee, Mr. Pernick says. "It would be wholly
unjustified to now compel a delay in confirmation of the Plan, and
thereby risk a value-destroying liquidation, merely to address the
fanciful hopes of equity holders who have, tragically, suffered
significant economic losses," he adds.
The Creditors Committee is represented by:
Norman L. Pernick, Esq.
Patrick J. Reilley, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
E-mail: npernick@coleschotz.com
preilley@coleschotz.com
- and -
Mark I. Bane, Esq.
Mark R. Somerstein, Esq.
James A. Wright, III, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036-8704
Telephone: (212) 596-9000
Facsimile: (212) 596-9090
E-mail: mark.bane@ropesgray.com
mark.somerstein@ropesgray.com
james.wright@ropesgray.com
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.
Judge Kevin Gross oversees the cases. 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.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors. The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter Resources Corporation, et al.'s Second Amended Joint Chapter
11 Plan of Reorganization and scheduled the confirmation hearing
for March 31, 2016, at 11:00 a.m., prevailing Eastern Time.
MAGNUM HUNTER: Objects to Creation of Equity Committee
------------------------------------------------------
Magnum Hunter Resources Corporation and its debtor affiliates
object to two substantially similar, but not identical, requests
for the appointment of an official committee of equity security
holders filed with the U.S. Bankruptcy Court for the District of
Delaware by Axel Pantin, on behalf of a putative group of 201
non-insider equity security holders.
While the Debtors are sympathetic to the financial impact of these
Chapter 11 cases on the Requesting Holders, sympathy does not trump
the Bankruptcy Code's rigid priority scheme, Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware
-- ljones@pszjlaw.com -- tells the Court. She asserts that as the
evidence presented in support of confirmation of the Debtors'
proposed Chapter 11 plan of reorganization will show, the Debtors'
enterprise valuation simply does not support a recovery for equity
security holders in these cases.
The Debtors are poised to achieve a truly extraordinary result --
full equitization of all of their approximately $1 billion in
prepetition funded debt obligations and their $200 million
debtor-in-possession financing facility, Ms. Jones notes. She
emphasizes that the Debtors are on pace to exit bankruptcy in fewer
than five months, substantially debt free -- a noteworthy result
considering the challenging market backdrop. Unfortunately, she
asserts, equity security holders are left with nothing in the vast
majority of cases that come before the Court, and this case is not
the rare exception.
In the Motions, the Requesting Holders argue that the Court should
direct the Office of the United States Trustee to appoint an
official committee of equity security holders based on three
general assertions: (a) the Debtors are not hopelessly insolvent
based on their prepetition book value of approximately $1.5
billion; (b) the Debtors have not been transparent with respect to
the marketing efforts related to and have otherwise undervalued
their 44.53% equity interest in Eureka Hunter Holdings, LLC; and
(c) various conflicts of interest exist that require investigation
by an Equity Committee.
Ms. Jones contends that the Requesting Holders' arguments are
irrelevant, unfounded, and based on a fundamental misunderstanding
of the economic realities facing the Debtors. She adds that the
Requesting Holders' arguments fail to recognize the reality with
respect to these cases. She insists that as stated in various
pleadings and declarations that the Debtors have filed in these
Chapter 11 cases, these cases are the result of macroeconomic
forces outside of the Debtors' control: a severe and prolonged
downturn in the commodities markets that has greatly affected the
Debtors and their competitors, many of which find themselves in
protracted, contentious bankruptcy cases.
Ms. Jones also asserts that the Requesting Holders are already
adequately represented by MHRC's board of directors, which is duty
bound to maximize the value of the Debtors' estates for all
stakeholders. She explains that the Board has upheld this duty
both prepetition and thus far during these cases. In fact, the
Board directed the Debtors' legal and financial advisors, upon
their engagement, to explore, analyze, and dissect every
conceivable out-of-court solution for the Debtors' liquidity and
balance sheet woes, she adds.
Ultimately, Ms. Jones says, the Requesting Holders cannot meet the
standard to appoint an Equity Committee because there is no
scenario where equity security holders will receive a recovery in
these Chapter 11 cases -- not under current valuations and not
under the Plan or any other confirmable plan of reorganization.
She adds that recognizing this reality, the U.S. Trustee, in an
exercise of its independent discretion, declined a similar request
for the appointment of an Equity Committee in these cases -- from a
group that Mr. Pantin and many of the Requesting Holders were
members of.
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.
Judge Kevin Gross oversees the cases. 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.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors. The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter Resources Corporation, et al.'s Second Amended Joint Chapter
11 Plan of Reorganization and scheduled the confirmation hearing
for March 31, 2016, at 11:00 a.m., prevailing Eastern Time.
MAGNUM HUNTER: U.S. Trustee, Pipeline Operators Object to Plan
--------------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3; and
pipeline operators Eureka Hunter Pipeline, LLC; North Haven
Infrastructure Partners II Buffalo Holdings, LLC; Continuum
Midstream, LLC and Continuum Energy Services, LLC, object to Magnum
Hunter Resources Corporation's Second Amended Joint Chapter 11 Plan
of Reorganization.
The U.S. Trustee complains that the Debtors' Plan is not
confirmable because it contains non-consensual third-party releases
deemed to be given by all of the current and former equity holders
of the Debtor Magnum Hunter Resources Corporation, a public
company, in favor of a large number of non-debtor parties, even
though such equity holders are to receive no distribution under the
Plan, have no right to vote on the Plan and are deemed to reject
the Plan. The Plan also contains other releases and exculpations,
and certain provisions relating to severance and other
compensation, that are contrary to applicable law, the U.S. Trustee
further complains.
Pipeline operators North Haven and Eureka complain that the Plan
treats them unfairly and is structured to deprive them of numerous
rights, including those arising under Chapter 11 and applicable
state law, as well as bargained-for, contractual rights pursuant to
the Gathering Agreement. The pipeline operators assert that as the
Debtors are well aware, the Court can confirm the Plan only if it
complies with all applicable provisions of the Bankruptcy Code.
Because the Plan does not comply with applicable provisions of
Section 365, it cannot be confirmed as currently proposed, the
pipeline operators tell the Court.
Continuum asserts that the Debtors may not reject the Acreage
Dedication because it is a covenant running with the land.
Continuum says, "Moreover, the Debtors cannot sever the Acreage
Dedication from the Agreement simply by identifying it as part of
the Agreement to be rejected under the Second Amended Plan
Supplement. Indeed, Continuum Energy's state law property rights
cannot be eviscerated simply by entering an order approving the
rejection of the Agreement in toto and confirming a Plan that will
vest all property in the reorganized Debtors free and clear of
Continuum Energy's property rights. Continuum Energy respectfully
submits that this is beyond the scope of the Court's jurisdiction
to decide the Acreage Dedication issue as part of Plan
confirmation. Determination of this issue in this manner is
tantamount to a taking of Continuum Energy???s valuable property
rights without due process."
Other parties who filed objections to the confirmation of the Plan
are Robert Napier and Bruce Warner.
The U.S. Trustee is represented by:
Juliet Sarkessian, Esq.
Trial Attorney
United States Department of Justice
Office of the United States Trustee
J. Caleb Boggs Federal Building
844 King Street, Suite 2207, Lockbox 35
Wilmington, DE 19801
Tel: (302) 573-6491
Fax: (302) 573-6497
Email: Juliet.M.Sarkessian@usdoj.gov
North Haven and Eureka are represented by:
Robert J. Dehney, Esq.
Gregory W. Werkheiser, Esq.
Matthew B. Harvey, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
Email: RDehney@MNAT.com
GWerkheiser@MNAT.com
MHarvey@MNAT.com
-- and --
Steven M. Abramowitz, Esq.
Ari M. Berman, Esq.
VINSON & ELKINS LLP
666 Fifth Avenue, 26th Floor
New York, NY 10103-0040
Tel: (212) 237-0000
Fax: (212) 237-0100
Email: SAbramowitz@velaw.com
ABerman@velaw.com
Counsel for Continuum Energy:
Natalie D. Ramsey, Esq.
Laurie A. Krepto, Esq.
Joseph O'Neil, Esq.
MONTGOMERY MCCRACKEN WALKER & RHOADS, LLP
1105 North Market Street, Suite 1500
Wilmington, DE 19801
Telephone: (302) 504-7800
Facsimile: (302) 504-7820
Email: nramsey@mmwr.com
Email: lkrepto@mmwr.com
Email: joneil@mmwr.com
-- and --
Steven W. Soule, Esq.
John Richer, Esq.
HALL ESTILL
320 South Boston Avenue
Tulsa, OK 74103-3706
Telephone: (918) 594-0466
Facsimile: (918) 594-0505
Email: ssoule@hallestill.com
Email: jricher@hallestill.com
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.
Judge Kevin Gross oversees the cases. 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.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors. The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter Resources Corporation, et al.'s Second Amended Joint
Chapter
11 Plan of Reorganization and scheduled the confirmation hearing
for March 31, 2016, at 11:00 a.m., prevailing Eastern time.
MEDOMICS LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MEDomics, LLC
426 N. San Gabriel Ave.
Azusa, CA 91702
Case No.: 16-14355
Nature of Business: Health Care
Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Neil W. Bason
Debtor's Counsel: Illyssa Fogel, Esq.
ILLYSSA I FOGEL & ASSOCIATES
PO Box 437
McDermitt, NV 89421
Tel: 775-532-8088
E-mail: ifogel@iiflaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steve Sommer, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-14355.pdf
MGM RESORTS: Units Commence $1.05 Billion Senior Notes Offering
---------------------------------------------------------------
MGM Resorts International announced that its indirect wholly-owned
subsidiaries, MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer,
Inc., propose to offer $1.05 billion in aggregate principal amount
of senior notes due 2024 in a private placement. The notes will be
offered in connection with the formation of MGM Growth Properties
LLC, a real estate investment trust that will be a subsidiary of
the Company. Following the consummation of certain formation
transactions, the Issuer will be merged with and into MGM Growth
Properties Operating Partnership LP.
The Issuers plan to use the net proceeds, together with the
proceeds from other anticipated financings in connection with the
formation transactions, to refinance indebtedness assumed by the OP
from the Company in connection with the formation transactions, and
to pay related fees and expenses.
About MGM Resorts
MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino. For more
information about MGM Resorts International, visit the Company's
Web site at www.mgmresorts.com.
MGM Resorts reported a net loss attributable to the Company of
$447.72 million in 2015, a net loss attributable to the Company of
$149.87 million in 2014 and a net loss attributable to the Company
of $171.73 milion in 2013.
As of Dec. 31, 2015, MGM Resorts had $25.21 billion in total
assets, $17.45 billion in total liabilities and $7.76 billion in
total stockholders' equity.
* * *
As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'. In March 2012, S&P revised
the outlook to positive from stable.
"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.
In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating. The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.
As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively. Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.
MID-STATES SUPPLY: $20M DIP Financing Has Final Approval
--------------------------------------------------------
Mid-States Supply Company, Inc., received final approval from the
Bankruptcy Court to obtain postpetition financing in the form of a
revolving line of credit of up to $20,000,000 from Wells Fargo
Bank, National Association, as lender.
Wells Fargo is also the Debtor's prepetition lender. Pursuant to a
Credit Agreement dated as of Sept. 1, 2011, as amended, Wells Fargo
holds a claim as of Feb. 7, 2016, against the Debtor in the
approximate sum of $23,473,700 consisting of line of credit
borrowings of $22,162,069, term loan borrowings of $616,667,
purchasing card indebtedness of approximately $1,600, accrued
interest and unused line fees of $689,015, reimbursement
obligations for outstanding letters of credit of $4,350, plus all
other costs, fees and obligations.
The Debtor is authorized to execute and enter into the Fourth
Amendment to the Financing Agreement, which amends the Credit
Agreement dated as of Sept. 1, 2011.
The Events of Default contained in the Credit Agreement (as amended
by the Fourth Amendment) are approved. The Events of Default
include, but are not limited to the Debtor's failure to satisfy
these milestones in the case:
(a) By no later than Feb. 16, 2016, the Debtor shall file a
motion with the Bankruptcy Court seeking authorization to sell
substantially all of its assets and seeking approval of bidding and
sale procedures therefor (which motion shall be in form and
substance satisfactory to Lender);
(b) By no later than March 21, 2016, a bid procedures Order (in
form and substance satisfactory to Lender) will be entered by the
Bankruptcy Court;
(c) By no later than March 11, 2016, the Debtor will have
entered into a definitive asset purchase agreement with a
prospective purchaser in form and substance satisfactory Lender;
(d) By no later than April 13, 2016, a sale hearing will be held
and a sale order entered by the Bankruptcy Court approving such
sale under Section 363 of the Bankruptcy Code (in form and
substance acceptable to Lender); and
(e) By no later than April 15, 2016, the sale of substantially
all of Debtor's assets shall be consummated.
The following will constitute new cumulative net cash flow
requirements under Section 5.2 of the Credit Agreement for the
following periods:
Reporting Date Cumulative net cash flow
-------------- ------------------------
Feb. 28, 2016 ($800,000)
March 6, 2016 ($1,200,000)
March 13, 2016 ($1,100,000)
March 20, 2016 ($1,200,000)
March 27, 2016 ($850,000)
For all periods
Thereafter As determined by Wells Fargo in its
sole discretion.
A copy of the supplemental budget for the period of March 28, 2016
through April 17, 2016, is available at:
http://bankrupt.com/misc/Mid-States_Supply_216_Supp_Budget.pdf
The Official Committee of Unsecured Creditors Committee has opposed
final approval of the DIP motion, noting that approval of the DIP
Motion will lock the Debtor into a 60-day sale process under which
the Debtor is required to pay off the Lender's claim either through
(i) the Lender's credit bid or (ii) a third party's bid just above
the combined amount of Lender's prepetition and postpetition
claims. The U.S. Trustee also raised objections to the $25,000
carve-out for the payment of fees for professionals hired by the
Committee, including avoidance actions in the collateral of the DIP
Lender, the waiver of surcharge rights, and the Committee's 45-day
challenge period.
As to the carve-out, the Final DIP Order provides that the Lender's
superpriority administrative claims are subordinated to the payment
of allowed unpaid professional fees of attorneys and financial
advisors of the Debtor or the Committee to the extent that the fees
and expenses (i) were incurred or accrued prior to the earlier of
(A) April 24, 2016, (B) the date on which the Debtor's plan of
reorganization becomes effective, or (C) receipt by the Debtor of
notice of an Event of Default; and (ii) do not exceed an amount
equal to $375,000 for the Debtor's counsel, $150,000 for the
Committee's professionals.
The Committee's deadline to challenge any acknowledgements or
admissions in the Final DIP Order is no later than (a) the date
that is 45 days from the date of formation of the Committee with
respect to the validity, nature and extent of the Lender's security
interests, and liens and amount of the Lender's claims and (b) May
15, 2016 as to any other potential claims against Lender.
A copy of the Final DIP Order is available for free at:
http://bankrupt.com/misc/Mid-States_Supply_218_Final_DIP_Ord.pdf
About Mid-States Supply Company
Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., is a supplier of pipes, valves and fittings
to ethanol, pipeline and power industries in the United States.
Mid-States Supply Company filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Mo. Case No. 16-40271) on Feb. 7, 2016, to pursue a
sale of substantially all assets. The petition was signed by
Stuart Noyes, the 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; Tarsus CFO Services, LLC as chief
financial officer services provider; and Epiq Bankruptcy
Solutions,
LLC as claims and noticing agent. The Debtor also tapped SSG
Advisors, LLC and Frontier Investment Banc Corporation as
investment bankers,
On Feb. 12, 2016, the Office of the United States Trustee
appointed
an Official Committee of Unsecured Creditors to represent the
interests of all unsecured creditors in this Case pursuant to
Section 1102 of the Bankruptcy Code. The Committee tapped Gardere
Wynne Sewell LLP as counsel.
MIDSTATES PETROLEUM: Grant Thornton Replaces Deloitte as Auditors
-----------------------------------------------------------------
Midstates Petroleum Company, Inc., dismissed Deloitte & Touche LLP
as the Company's independent registered public accounting firm
on March 30, 2016, according to a document filed with the
Securities and Exchange Commission. The audit committee of the
board of directors recommended and approved the dismissal of
Deloitte & Touche.
The reports of Deloitte & Touche on the consolidated financial
statements of the Company for each of the fiscal years ended
Dec. 31, 2015, and 2014 did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that
both those reports contained an explanatory paragraph regarding
substantial doubt about the Company's ability to continue as a
going concern.
The Company said that during the fiscal years ended Dec. 31, 2015,
and 2014, and through the Dismissal Date, there were no
disagreements with Deloitte & Touche on any matter of accounting
principles or practices, financial statement disclosures, or
auditing scope or procedure.
Also, on March 30, 2016, the Audit Committee recommended and
approved the selection of Grant Thornton LLP, effective
immediately, as the Company's new independent registered public
accounting firm.
During the fiscal years ended Dec. 31, 2015 and 2014, and through
the Dismissal Date, neither the Company, nor anyone on its behalf,
consulted Grant Thornton, the Company said.
About Midstates Petroleum Company
Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.
Midstates reported net income of $117 million on $794 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $344 million on $470 million of total revenues for the year
ended Dec. 31, 2013.
As of Dec. 31, 2014, the Company had $2.47 billion in total assets,
$2 billion in total liabilities and $466 million in total
stockholders' equity.
The Company's independent auditor, Deloittee & Touche LLP, in
Houston, Texas, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that Midstates' projected debt covenant violation and
resulting lack of liquidity raise substantial doubt about its
ability to continue as a going concern.
* * *
Midstates Petroleum carries a 'B' corporate credit rating from
Standard & Poor's Ratings Services.
As reported by the TCR on April 8, 2013, Moody's Investors Service
affirmed Midstates Petroleum's 'B3' Corporate Family Rating.
MOUNTAIN COUNTRY: W. Va. Affirms Arbitration Award in "Cunningham"
------------------------------------------------------------------
The Supreme Court of Appeals of West Virginia affirmed the Circuit
Court of Kanawha County's ruling confirming an arbitration award
and entering judgment on that award in the case captioned RYAN
CUNNINGHAM, Petitioner, v. RONALD F. LEGRAND and MOUNTAIN COUNTRY
PARTNERS, LLC, Respondents, No. 11-1613 (W. Va.).
Ryan Cunningham appealed from the November 2, 2011 order and sought
a vacatur of the arbitration award, arguing that the arbitrator
manifestly disregarded the law of West Virginia, considered hearsay
evidence, and refused to reopen the proceedings for rebuttal
evidence. In response, the bankruptcy trustee for respondent
Mountain County Partners, LLC argued that the petitioner failed to
identify any valid basis for setting aside the arbitration award.
The Supreme Court of Appeals of West Virginia found that Cunningham
relied upon improper grounds for relief by asserting such a
patently procedural complaint as the need to reopen the proceeding
to respond to hearsay evidence. Pointing out that a court may
vacate an arbitrator's decision issued pursuant to the Federal
Arbitration Act "only in very unusual circumstances," the Supreme
Court held that the procedural grounds asserted by Cunningham did
not constitute the requisite "unusual circumstances."
A full-text copy of the Supreme Court of Appeals of West Virginia's
February 24, 2016 opinion is available at http://is.gd/RAYvIhfrom
Leagle.com.
Petitioner is represented by:
Richard Neely, Esq.
NEELY & CALLAGHAN
159 Summers Street
Charleston, WV 25301-2134
Tel: (304)343-6500
Fax: (304)343-6528
Chapter 11 Trustee of The Bankruptcy Estate of Mountain Country
Partners, LLC is represented by:
William F. Dobbs, Jr., Esq.
William C. Ballard, Esq.
Elizabeth A. Amandus, Esq.
JACKSON KELLY PLLC
500 Lee Street East, Suite 1600
Charleston, WV 25301-3202
Tel: (304)340-1000
Fax: (304)340-1130
Email: wdobbs@jacksonkelly.com
wcballard@jacksonkelly.com
eamandus@jacksonkelly.com
About Mountain Country Partners
Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012. Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.
An Order for Relief was entered by the Court on June 25, 2012.
Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012.
James W. Lane, Jr., at the Law Offices of Jim Lane, Jr.,
represents the Debtor as counsel. The law firm of Turner & Johns,
PLLC, represents the Chapter 11 Trustee as counsel. Kay Biscopink
of Elliot Davis, LLP is the Trustee's accountant.
NEWBURY COMMON: Deadline to Remove Suits Extended to May 3
----------------------------------------------------------
The U.S. Bankruptcy Court in Delaware has given Newbury Common
Associates LLC until May 3, 2016, to file notices of removal of
lawsuits involving the company and its 13 affiliates.
About Newbury Common Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NORANDA ALUMINUM: Creditors' Panel Hires Lowenstein as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Noranda Aluminum,
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Missouri to retain Lowenstein Sadler
LLP as counsel for the Committee, nunc pro tunc to February 22,
2016.
The Committee requires Lowenstein Sandler to:
(a) advise the Committee with respect to its rights, duties,
and powers in these Chapter 11 Cases;
(b) assist and advise the Committee in its consultations with
the Debtors relative to the administration of these Chapter 11
Cases;
(c) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interest and the
Debtors' proposed financing;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' businesses;
(e) assist the Committee in its investigation of the liens and
claims of the holders of the Debtors' pre-petition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
(f) assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters related to,
among other things, the assumption or rejection of certain leases
of nonresidential real property and executory contracts, asset
dispositions, sales of assets, financing of other transactions and
the terms of one or more plans of reorganization for the Debtors
and accompanying disclosure statements and related plan documents;
(g) assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in these
Chapter 11 Cases;
(h) represent the Committee at hearings and other
proceedings;
(i) review and analyze applications, orders, statements of
operations, and schedules filed with the court and advise the
Committee as to their propriety;
(j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interest and objectives in these Chapter 11 Cases;
(k) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing; and
(l) perform other legal services as maybe required or are
otherwise deemed to be in the interest of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Rules, or other applicable law.
Lowenstein Sandler will be paid at these hourly rates:
Partners $550-$1,100
Senior Counsel and Counsel $390-$695
Associates $285-$595
Paralegals $110-$290
Lowenstein Sandler will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kenneth A. Rosen, Esq., partner of Lowenstein Sandler, 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.
Consistent with the United State Trustees' Appendix B - 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, which
became effective on November 1, 2013, Mr. Rosen attested that:
(a) Lowenstein Sandler did not agree to a variation of its
standard and customary billing arrangements for the engagement;
(b) Lowenstein Sandler's professionals included in the
engagement have not varied their rates based on the geographic
location of these Chapter 11 Cases;
(c) Lowenstein Sandler did not represent the Committee prior
to the Petition Date; and
(d) The Committee has approved Lowenstein Sandler's proposed
hourly billing rates and initial budget.
In accordance with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments in these Chapter 11 Cases.
By separate application, the Committee is seeking to retain Spencer
Fane LLP to serve as its Missouri co-counsel. Lowenstein Sandler
has discussed the division of responsibilities with co-counsel and
will make every effort to avoid duplication of efforts in
connection with these Chapter 11 Cases.
Lowenstein Sandler can be reached at:
Sharon L. Levine, Esq.
Jeffrey D. Prol, Esq.
S. Jason Teele, Esq.
Scott Cargill, Esq.
Nicholas B. Vislocky, Esq.
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, NJ 07068
Telephone: (973) 597-2500
- and -
Kenneth A. Rosen, Esq.
Bruce S. Nathan, Esq.
David M. Banker, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
New York, NY 10020
E-mail: krosen@lowenstein.com
About Noranda Aluminum
Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils. The
Company has two businesses: an Upstream Business and a Downstream
Business. The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an
alumina refinery ("Gramercy"). The Downstream, or Flat-Rolled
Products Business is one of the largest aluminum foil producers in
North America, and consists of four rolling mill facilities.
Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et
al., engaged in the production of primary aluminum and rolled
aluminum coils, 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 case.
The Debtors had approximately 1,857 employees as of the Petition
Date.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of secured indebtedness, consisting of a revolving credit facility
and a term loan facility.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as general counsel, Carmody MacDonald P.C. as local counsel,
PJT Partners, LP as investment banker, Alvarez & Marsal North
America, LLC as restructuring advisors and Prime Clerk LLC as
claims, solicitation and balloting agent.
The Office of the U.S. Trustee appointed seven creditors of Noranda
Aluminum Holding Corp. and its affiliated debtors to serve on the
official committee of unsecured creditors.
NORANDA ALUMINUM: Creditors' Panel Hires Spencer Fane as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Noranda Aluminum,
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Missouri to retain Spencer Fane LLP as
counsel for the Committee, nunc pro tunc to February 22, 2016.
The services to be rendered by Spencer Fane include:
(a) assisting the Committee's lead counsel -- Lowenstein
Sandler -- and advising and representing the Committee in its
consultation with the Debtors regarding the administration of the
cases, compliance with local rules, procedures, forms, and other
matters;
(b) assisting lead counsel and advising and representing the
Committee with respect to the Debtors' retention of professional
and advisors with respect to the Debtors' Business and the Cases;
(c) assisting lead counsel and advising and representing the
Committee in analyzing the Debtors' assets and liabilities,
investigating the extent and validity of liens and participating in
and reviewing any proposed asset sales, asset dispositions,
financing arrangements and cash collateral stipulations or
proceedings;
(d) assisting lead counsel and advising and representing the
Committee in any manner relevant to reviewing and determining the
Debtors' rights and obligations under leases and other contracts;
(e) assisting lead counsel and advising and representing the
Committee in investigating the acts, conduct, assets, liabilities
and financial conditions of the Debtors, the Debtors' operations
and the desirability of the continuance of any portions of those
operations, and any other matters relevant to the case or the
formulation of a plan;
(f) assisting lead counsel and advising and representing the
Committee in connection with any sale of the Debtors' assets;
(g) assisting lead counsel and advising and representing the
Committee in its participation in the negotiation, formulation, or
objection to any plan of liquidation or reorganization;
(h) advising the Committee on the issues concerning the
appointment of ta trustee or examiner under section 1104 of the
Bankruptcy Code;
(i) assisting lead counsel and advising and representing the
Committee in understanding its powers and its duties under the
Bankruptcy Code and the Bankruptcy Rules and in performing other
services as are in the interest of those represented by the
Committee;
(j) assisting lead counsel and advising and representing the
Committee in the evaluation of claims and on any litigation
matters, including avoidance actions; and
(k) providing other services to the Committee as may be
necessary in the case.
Spencer Fane will be paid at these hourly rates:
Scott J. Goldstein, partner $500
Eric C. Peterson, counsel $405
Sherry Dreisewerd, partner $395
Erica Johnson, partner $400
Lisa Epps, partner $400
Ryan Hardy, associate $270
Partners $290-$555
Of Counsel $310-$550
Associates $220-$300
Paralegals $130-$220
Spencer Fane will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lisa A. Epps, Esq., a partner of Spencer Fane, 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 following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
Spencer Fane did not represent the Committee before its formation
on February 19, 2016. Spencer Fane's billing rates have not changed
since the petition date Spencer Fane has in the past represented,
currently represents and may represent in the future certain
Committee members and/or their affiliates, or other creditors, as
set forth in this Application
Lowenstein Sandler is developing a budget and staffing plan that
will be represented for approval by the Committee. Spencer Fane
intends to work with Lowenstein Sandler within the parameters of
that budget.
Spencer Fane can be reached at:
Scott J. Goldstein, Esq.
Lisa A. Epps, Esq.
1000 Walnut, Suite 1400
Kansas City, MO 64106
Telephone: (816) 474-8100
Facsimile: (816) 474-3216
E-mail: sgoldstein@spencerfane.com
lepps@spencerfane.com
- and -
Eric C. Peterson, Esq.
Sherry K. Dreisewerd, Esq.
Ryan Hardy, Esq.
1 North Brentwood, Suite 1000
St. Louis, MO 63105
Telephone: (314) 863-7733
Facsimile: (314) 862-4656
E-mail: epeterson@spencerfane.com
sdreisewerd@spencerfane.com
rhardy@spencerfane.com
About Noranda Aluminum
Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils. The
Company has two businesses: an Upstream Business and a Downstream
Business. The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an
alumina refinery ("Gramercy"). The Downstream, or Flat-Rolled
Products Business is one of the largest aluminum foil producers in
North America, and consists of four rolling mill facilities.
Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et
al., engaged in the production of primary aluminum and rolled
aluminum coils, 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 case.
The Debtors had approximately 1,857 employees as of the Petition
Date.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of secured indebtedness, consisting of a revolving credit facility
and a term loan facility.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as general counsel, Carmody MacDonald P.C. as local counsel,
PJT Partners, LP as investment banker, Alvarez & Marsal North
America, LLC as restructuring advisors and Prime Clerk LLC as
claims, solicitation and balloting agent.
The Office of the U.S. Trustee appointed seven creditors of Noranda
Aluminum Holding Corp. and its affiliated debtors to serve on the
official committee of unsecured creditors.
NORANDA ALUMINUM: Panel Hires Houlihan Lokey as Fin'l Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Noranda Aluminum,
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Missouri to retain Houlihan Lokey
Capital, Inc., as financial advisor for the Committee, nunc pro
tunc to February 23, 2016.
Houlihan Lokey's services to the Committee include:
(a) analyzing business plans and forecasts of the Debtors;
(b) evaluating the assets and liabilities of the Debtors;
(c) assessing the financial issues and options concerning (i)
the sale of the Debtors, either in whole or in part, and (ii) the
Debtors' Chapter 11 plan(s) of reorganization or liquidation or any
other chapter 11 plan(s);
(d) analyzing and reviewing the financial and operating
statements of the Debtors;
(e) providing other financial analyses as the Committee may
require in reconnection with the Chapter 11 Cases;
(f) assisting in the determination of an appropriate capital
structure for the Debtors;
(g) assisting with review of the Debtors' employees benefit
programs, including key employee retention, incentive, pensions,
and other post-retirement benefit plans;
(h) analyzing strategic alternatives available to the
Debtors;
(i) evaluating the Debtors debt capacity in light of its
projected cash flows;
(j) assisting in the review on claims and with the
reconciliation, estimation, settlement, and litigation with respect
thereto;
(k) assisting the Committee in identifying potential
alternative sources of liquidity in connection with any
debtor-in-possession financing, any chapter 11 plan(s) or
otherwise;
(l) representing the Committee in regulations with the Debtors
and third parties with respect to any of the foregoing;
(m) providing testimony in Court on behalf of the Committee
with respect to any of the foregoing, if necessary; and
(n) providing other financial advisory and investment banking
services as may be required by additional issues and developments
not anticipated on the Effective Date.
Houlihan Lokey will be paid:
(1) A monthly cash fee of $125,000 for the first six months
during the term of the Engagement Agreement and $100,000 for each
month thereafter; 50% of the Monthly Fees paid on a timely basis to
Houlihan Lokey from and after the seventh month shall be credited
against a Deferred fee to which Houlihan Lokey becomes entitled and
no Monthly Fee shall be credited more the once. In no event will
the credits reduce the deferred fee to less than $500,000; and
(2) a so-called Deferred Fee of $1,250,000 to be paid in cash,
which shall be earned and payable upon the confirmation of a
chapter 11 plan of reorganization or liquidation with respect to
the Debtors, the terms of which are approved by the Committee.
Houlihan Lokey Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bradley Jordan, managing director of Houlihan Lokey Capital, Inc.,
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.
Houlihan Lokey Capital can be reached at:
Bradley Jordan
Houlihan Lokey Capital, Inc.
10250 Constellation Boulevard, 5th Floor
Los Angeles, CA 90067
About Noranda Aluminum
Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils. The
Company has two businesses: an Upstream Business and a Downstream
Business. The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an
alumina refinery ("Gramercy"). The Downstream, or Flat-Rolled
Products Business is one of the largest aluminum foil producers in
North America, and consists of four rolling mill facilities.
Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et
al., engaged in the production of primary aluminum and rolled
aluminum coils, 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 case.
The Debtors had approximately 1,857 employees as of the Petition
Date.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of secured indebtedness, consisting of a revolving credit facility
and a term loan facility.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as general counsel, Carmody MacDonald P.C. as local counsel,
PJT Partners, LP as investment banker, Alvarez & Marsal North
America, LLC as restructuring advisors and Prime Clerk LLC as
claims, solicitation and balloting agent.
The Office of the U.S. Trustee appointed seven creditors of Noranda
Aluminum Holding Corp. and its affiliated debtors to serve on the
official committee of unsecured creditors.
NOVOLEX HOLDINGS: Moody's Affirms B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating of Novolex Holdings, Inc.
and revised the outlook to stable from negative. Moody's also
affirmed all instrument ratings, including the B1 rating on the
upsized first lien senior secured term loan issued by Novolex's
direct subsidiary, Hilex Poly Co. LLC. The company plans to use
proceeds from a $295 million add-on to the term loan additional
subordinated debt (not rated by Moody's) to fund the acquisition of
Texas-based can liner manufacturer, Heritage Bag Company (Heritage
Bag), and related fees and expenses.
"We affirmed Novolex's ratings and revised the outlook to stable
from negative despite a pending debt-financed acquisition because
the company now has a track record of successfully integrating
several large acquisitions completed in the last two years," said
Moody's analyst Anastasija Johnson. "The rating action also
reflects expectations that the purchase of Heritage Bag will
solidify the company's position in the can liner business and that
Novolex will delever to low 5 times in the next 12 to 18 months."
Moody's took these rating actions:
Novolex Holdings, Inc.
-- Affirmed B2 Corporate Family Rating
-- Affirmed B2-PD Probability of Default Rating
Hilex Poly Co. LLC
-- Affirmed B1, LGD 3 to $125 million 1st lien senior secured
revolver due 2019
-- Affirmed B1, LGD 3 to $1,175 million (including $295 million
add-on) 1st lien senior secured term loan due 2021
-- Affirmed Caa1, LGD 5 to $230 million 2nd lien senior secured
term loan due 2022
Rating outlooks for Novolex Holdings, Inc. and for Hilex Poly Co.
LLC changed to stable from negative.
The ratings are subject to the receipt and review of the final
documentation. Novolex Holdings, Inc. guarantees the first and
second lien credit facilities.
RATINGS RATIONALE
The B2 CFR reflects Novolex's elevated leverage pro forma for the
proposed acquisition of Heritage Bag Company, exposure to the lower
margin commodity plastic retail bag business and event risk related
to the acquisition-driven growth strategy. Pro forma for the
acquisition, Novolex's debt/EBITDA leverage as adjusted by Moody's
rises from 5.1 times in the year ended December 2015 to
approximately 5.9 times excluding synergies and approximately 5.6
times including synergies related to the Heritage Bag acquisition.
Given the company's successful track record in integrating large
acquisitions, delevering and generating free cash flow, Moody's
expects Novolex to return its leverage ratio to the low 5 times
range over the next 12 to 18 months that would more solidly
position the company within the rating. The Heritage Bag Company
acquisition benefits Novolex's operating profile by increasing its
share in the fragmented institutional can liner business and
improving margins in this segment through manufacturing
optimization, access to improved manufacturing technology and
procurement benefits. Pro forma for the acquisition, the can liner
segment will increase to approximately 20% of sales from about 5%
and the legacy lower margin plastic retail bag business will
decline to 24% of sales from 29%. The legacy business has the risk
that more states and municipalities will enact legislation that may
negatively impact the use of plastic retail bags and the company's
revenues. Novolex is awaiting the impending decision by the
International Trade Commission regarding the extension of
anti-dumping tariffs on imported plastic bags until 2020 (decision
due in April 2016). Moody's anticipates an extension of the
tariffs; but a discontinuation of the tariffs in the future could
hurt the company's sales and profits. Novolex's paper retail bags
that are not subject to competition from imports as well as its
higher margin custom film and bag business somewhat offset these
risks. The rating benefits from the company's scale in the
fragmented flexible packaging industry, diversified product
portfolio and its recycling operations. Novolex's improved
margins, exposure to the more stable food packaging industry and
long-standing relationships with large customers also support the
rating.
The stable outlook reflects Moody's expectations that the company
will execute the integration of Heritage Bag Company as planned and
will lower its debt/EBITDA leverage metric to a low 5 times in the
next 12 to 18 months.
The ratings could be upgraded if the EBIT margin increases to the
high single digits, EBITDA to interest increases above 3.5 times,
free cash flow to debt increases to the high single digits, and
debt to EBITDA declines below 5.0 times. Any upgrade would also be
contingent upon the maintenance of good liquidity and financial
policies that would sustain the aforementioned credit metrics.
The ratings could be downgraded if debt/EBITDA remains above 5.8
times, free cash flow to debt falls below 3.5%, the EBIT margin
falls below 4.5% and EBITDA to interest declines below 2 times. The
ratings could also be downgraded if the company pursues another
large debt-financed acquisition or dividend recapitalization that
will strain its metrics. The ratings could also be downgraded if
liquidity deteriorates or there is an adverse ruling related to
anti-dumping tariffs or new municipal legislation that causes a
drop in retail bag volume and profitability.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
Headquartered in Hartsville, South Carolina, Novolex Holdings, Inc.
(formerly Hilex Poly) is a manufacturer of paper and plastic
flexible packaging products, ranging from bags for grocery, retail
and food service markets to can liners, specialty films and
lamination products. Novolex has been a portfolio company of
private equity firm Wind Point Partners since 2012 and TPG Growth
acquired a minority stake in 2015. Novolex's revenues for the
twelve months ended Dec. 31, 2015, were approximately $1.9 billion
($2.3 billion pro forma for Heritage Bag Company).
NUO THERAPEUTICS: Committee Retains Pepper Hamilton as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Nuo Therapeutics,
Inc., sought and obtained authority from the U.S. Bankruptcy Court
for the District of Delaware to retain Pepper Hamilton LLP as
counsel, nunc pro tunc to February 11, 2016.
As counsel, Pepper Hamilton will:
(a) advise the Committee with respect to its rights, duties
and powers in this case;
(b) assist and advise the Committee in its consultations with
the Debtor relating to the administration of this case;
(c) assist the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and
in negotiating with the holders of claims and, if
appropriate, equity interests;
(d) assist the Committee's investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtor
and other parties involved with the Debtor, and of the
operation of the Debtor's businesses;
(e) assist the Committee in its analysis of, and negotiations
with the Debtor or any other third party concerning
matters related to, among other things, the assumption
or rejection of certain leases of non-residential real
property and executory contracts, asset dispositions,
financing transactions and the terms of a plan of
reorganization or liquidation for the Debtor;
(f) assist and advise the Committee as to its communications,
if any, to the general creditor body regarding significant
matters in this case;
(g) represent the Committee at all hearings and other
proceedings;
(h) review, analyze, and advise the Committee with respect to
applications, orders, statements of operations and
schedules filed with the Court;
(i) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives; and
(j) perform such other services as may be required and are
deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code.
Pepper Hamilton's hourly rates, as of the Retention Date are:
Billing Category Range
---------------- -----
Partners, Special
Counsel and Counsel $475 to $1,040
Associates $250 to $595
Paraprofessionals $105 to $330
Pepper Hamilton will also be reimbursed for its actual and
necessary costs and expenses incurred in connection with its legal
services.
The professionals employed by Pepper Hamilton presently expected to
have primary responsibility for providing services to the Committee
are Donald J. Detweiler and Francis J. Lawall, partners at Pepper
Hamilton, and John H. Schanne, II, an associate with the Firm.
Donald J. Detweiler, Esq., a partner at Pepper Hamilton, assures
the Court that the Firm, its partners, counsel and associates are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.
Pepper Hamilton can be reached at:
Donald J. Detweiler, Esq.
John H. Schanne, II, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 Market Street
Wilmington, DE 19899-1709
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
E-mail: detweilerd@pepperlaw.com
schannej@pepperlaw.com
- and -
Francis J. Lawall, Esq.
PEPPER HAMILTON, LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103-2799
Telephone: (215) 981-4451
Facsimile: (215) 981-4750
E-mail: lawallf@pepperlaw.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: Employs Gordian Group as Financial Advisor
------------------------------------------------------------
Nuo Therapeutics, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ, nunc pro
tunc to the Petition Date, Gordian Group, LLC, as investment banker
and financial advisor on the terms set forth in that certain
engagement letter between the Debtor and Gordian dated December 28,
2015.
As advisor, Gordian will:
(a) advise and assist the Debtor with the general formulation
and evaluation of various options for effecting one or
more possible financial transactions;
(b) advise and assist the Debtor regarding any potential
restructuring, amendment, extension, conversion, exchange,
compromise, repayment, retirement, assumption, refinancing
or other modification or satisfaction of the Debtor's
indebtedness and obligations;
(c) advise and assist the Debtor in raising new or replacement
debt or equity capital (or other investment or financing)
for the Debtor or its affiliates;
(d) advise and assist the Debtor regarding any potential
merger or sale of any of the Debtor and its affiliates or
their securities, assets or businesses;
(e) assist in preparing, for review and approval by the
Debtor, proposals to creditors, equity holders and other
parties-in-interest in connection with any possible
financial transaction;
(f) assist with the restructuring and implementation of any
financial transaction, including evaluating proposals and
participating in negotiations with third parties regarding
such financial transaction;
(g) assist with making presentations to the Board of Directors
regarding any potential financial transaction, its
participating parties and other financial issues related
thereto;
(h) provide testimony to any bankruptcy court, as appropriate
and mutually agreed upon by Gordian and the Debtor; and
(i) render other financial advisory and investment banking
services as may be mutually agreed upon by the Gordian and
the Debtor.
Gordian's compensation will be as follows:
(w) Upfront Fee: $75,000 payable upon execution of the
agreement, which amount the Debtor paid to Gordian before
the Petition Date; plus
(x) Monthly Fees: Thereafter, subsequent monthly fees of
$50,000 per month, payable beginning 30 days after the
execution of the Engagement Letter;
(y) Transaction Fee: In connection with the consummation of
each financial transaction, fees payable concurrently with
Gordian and as a condition to consummation of such
financial transaction, consisting of 2% of the aggregate
consideration, provided that Gordian will receive a
$100,000 success fee in lieu of a transaction fee in the
event that:
* the Debtor closes a sale to Deerfield Management
Company, L.P., of substantially all of the Debtor's
assets; and
* no other potential purchaser has submitted a qualified
bid for the Debtor's assets; and
(z) Expenses Reimbursement. Gordian will be reimbursed upon
invoice for all of its reasonable out-of-pocket expenses,
provided that Gordian will require the prior consent of
the Debtor before incurring any legal expenses for which
it is seeking reimbursement.
As more fully outlined in the Engagement Letter, the Debtor agreed
to indemnify and hold harmless Gordian and its affiliates to the
full extent lawful from and against, and agrees that Gordian will
have no liability to any of the Debtor or its affiliates for any
losses, claims, expenses, damages or liabilities related to or
arising out of (i) information provided or approved by or on behalf
of any of the Debtor or its affiliates or (ii) action taken or not
taken by the Debtor or its affiliates or by Gordian at the Debtor's
request or with the Debtor's consent, or related to or arising out
of the Gordian's engagement under the Engagement Letter.
Peter S. Kaufman, the President and Head of Restructuring and
Distressed M&A at Gordian, assures the Court that Gordian is a
"disinterested person" within the meaning of Sections 101(14), 327,
328 and 1107 of the Bankruptcy Code.
Mr. Kaufman may be reached at:
Peter S. Kaufman
President and Head of Restructuring and Distressed M&A
GORDIAN GROUP
Tel: (212) 486-3600
Email: psk@gordiangroup.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: Plan, Disclosures Hearing Set for April 25
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware on March 29, 2016, issued an order conditionally
approving the solicitation protocol governing the approval of the
disclosure statement and the confirmation of Nuo Therapeutics,
Inc.'s First Amended Plan of Reorganization.
All Ballots must be delivered so that they are received by the
Voting Agent no later than April 20, 2016. A hearing will be held
on April 25, at 10:30 a.m. (prevailing Eastern Time) to consider
final approval of the Disclosure Statement and confirmation of the
Plan. Objections are due April 20.
Generally, the Plan contemplates that, prior to the Effective Date,
the Debtor will seek to raise not less than $10,500,000 in funding
(of which $3,000,000 may be in the form of backstop irrevocable
capital call commitments from creditworthy obligors in the
reasonable judgment of the Lenders) through a private placement of
common stock of the Reorganized Debtor. If the Debtor achieves a
Successful Capital Raise, then the amount raised will be available,
along with proceeds of the DIP Loan Agreement to pay in full all
amounts owing by the Debtor under the Plan. If the Debtor is
unable to achieve a Successful Capital Raise, then the Plan
contemplates alternative treatment of certain Claims and Interests.
A blacklined version of the Plan dated March 28, 2016, is available
at http://bankrupt.com/misc/NUOds0328.pdf
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.
Nuo Therapeutics, Inc., on March 29 disclosed that the United
States Bankruptcy Court for the District of Delaware entered an
Order granting conditional approval to the Company's Disclosure
Statement for the First Amended Plan of Reorganization in the
ongoing Chapter 11 bankruptcy case. 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 Epiq Bankruptcy as Administrative Advisor
----------------------------------------------------------------
Nuo Therapeutics, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor, nunc pro tunc
to the Petition Date.
The request supplemented the Debtor's previously filed application
to employ Epiq as the claims and noticing agent in the Chapter 11
case, which was already approved by the Court.
As administrative advisor, Epiq will:
(a) assist with, among other things, solicitation, balloting,
tabulation and calculation of votes, as well as prepare
any appropriate reports, as required in furtherance of
confirmation of any Chapter 11 plan;
(b) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results for
any Chapter 11 plan in the case;
(c) provide a confidential data room;
(d) provide assistance with preparation of the Debtor's
schedules of assets and liabilities and statements of
financial affairs;
(e) generate, provide and assist with claims objections,
exhibits, claims reconciliation and related matters;
(f) manage any distributions pursuant to any confirmed Chapter
11 plan in this case; and
(g) provide other claims processing, noticing, solicitation,
balloting and administrative services described in the
parties' Services Agreement and as may be requested by the
Debtor.
Under the terms of the Services Agreement, the Debtor has agreed to
indemnify, defend and hold harmless Epiq and its members, officers
and employees under certain circumstances specified in the Services
Agreement, to the extent permitted by applicable law.
The fees Epiq will charge for its services to the Debtor are set
forth in the pricing schedule attached to the Services Agreement.
Epiq will also seek reimbursement for reasonable expenses.
Prior to the Petition Date, the Debtor provided Epiq a retainer of
$20,000, in addition to paying any outstanding amounts due and
owing for prepetition services.
Todd Wuertz, an employee of Epiq, assures the Court that Epiq is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.
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.
PACIFIC EXPLORATION: Fitch Cuts Issuer Default Ratings to 'RD'
--------------------------------------------------------------
Fitch Ratings has downgraded Pacific Exploration and Production
Corp's (Pacific) Foreign and Local Currency Long-term Issuer
Default Ratings (IDRs) to restricted default 'RD' from 'C'.
Concurrently, Fitch has affirmed the 'C/RR4' long-term rating on
Pacific's outstanding senior
unsecured debt issuances totaling approximately USD4 billion with
final maturities in 2019 through and 2025.
KEY RATING DRIVERS
The rating downgrade to 'RD' is a result of the company's
announcement on March 24th of an extension of a previous
forbearance agreement to April 29, 2016 from March 31, 2016. Fitch
considers the extension of multiple waivers or forbearance periods
upon a payment default a
restricted default given they represent a material reduction in
terms compared with the original contractual terms.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Pacific include
West Texas Intermediate (WTI) average oil prices for 2016, 2017 and
2018 of $35/bbl, $45/bbl and $55/bbl, respectively, and $65/bbl in
the long-term. Fitch expects the company's production to decline to
approximately 100 thousand barrels of oil equivalent per day
(mboe/d) to 110 mmboe/d in the second half of 2016 and going
forward.
RATING SENSITIVITIES
The company's ratings could be revised to 'D' from 'RD' pursuant to
Fitch's rating definition. An upgrade is unlikely at this time.
LIQUIDITY
Weak Liquidity Position: The company's liquidity position versus
debt amortizations as of Dec. 31, 2015 was weak, with Pacific
reporting $343 million of cash on hand and $5,377 million of debt.
The company's debt amortization schedule is spread between 2017 and
2025 with an average of $1 billion coming due every two years. The
company's liquidity could improve if the company succeeds at
selling some none-core assets and if global oil prices rebound
significantly from current levels.
FULL LIST OF RATING ACTIONS
Fitch has taken the following ratings actions:
Pacific Exploration and Production Corp.
-- Foreign and local currency IDRs downgraded to 'RD' from 'C';
-- International senior unsecured bonds ratings affirmed at
'C/RR4'.
PALMAZ SCIENTIFIC: Seeks to Hire Rosenbaum IP as Special Counsel
----------------------------------------------------------------
Palmaz Scientific Inc. and its debtor affiliates seek interim
authority from the U.S. Bankruptcy Court for the Western District
of Texas to employ Rosenbaum IP, P.C., as Special Counsel, nunc pro
tunc to March 4, 2016.
The Debtors seek to employ the IP Counsel as special counsel to
represent Debtors in connection with preservation and prosecution
of their intellectual property portfolio pursuant to the parties'
engagement letter dated March 4, 2016. The IP Counsel will also
represent the Debtors in matters involving the State of Texas
Emerging Technology Fund and in litigation matters in the
Bankruptcy Court, as needed by the Debtors.
The primary IP Counsel attorneys, who may be working in connection
with the Matter, and their hourly rates are:
Hourly
Attorney Status Rate
-------- ------ ----
David G. Rosenbaum Shareholder $565
J. Peter Paredes Shareholder $415
Benjamin D. Rotman Associate $315
The IP Counsel will also apply to the Court, when appropriate, for
allowance of compensation and reimbursement of expenses in
accordance with applicable provisions of the Bankruptcy Code.
The IP Counsel (i) does not hold or represent an interest adverse
to the estate on the matter in which IP Counsel is to be employed,
and is, thus, fully qualified to represent the Debtors under
Section 327 of the Bankruptcy Code.
Rosenbaum IP can be reached at:
David G. Rosenbaum, Esq.
J. Peter Paredes, Esq.
Benjamin D. Rotman, Esq.
ROSENBAUM IP, P.C.
1480 Techny Road
Northbrook, IL 60062
Telephone: (847) 770-6000
Facsimile: (847) 770-6006
E-mail: drosenbaum@RosenbaumIP.com
jparedes@RosenbaumIP.com
brotman@RosenbaumIP.com
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director. The
Debtors estimated both assets and liabilities in the range of $10
million to $50 million.
The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.
The case is assigned to Judge Craig A. Gargotta.
PALMAZ SCIENTIFIC: To Hire Kreager Mitchell as Corporate Counsel
----------------------------------------------------------------
Palmaz Scientific Inc. and its debtor affiliates seek interim
authority from the U.S. Bankruptcy Court for the Western District
of Texas to employ Kreager Mitchell, PLLC, as Special Counsel, nunc
pro tunc to March 4, 2016.
The Debtors seek to employ Kreager Mitchell to represent the
bankruptcy estate as special corporate and business counsel as
described in the parties' engagement letter. In this regard, the
Matter will include negotiation of an asset purchase agreement with
buyers of the Debtors' assets and all ancillary transaction
documents, including a bill of sale, an assignment and assumption
of contracts and leases, non-competition agreements, consents by
third parties to assignment, and assignments of patents, trademarks
and other intellectual property. The scope of services will
include confidentiality and non-disclosure agreements, letter of
intent and definitive asset purchase agreements with possibly
multiple interested purchasers.
To the extent the Court approves the dissolution of the Debtors,
counsel will prepare necessary certificates of termination for
filing in Delaware. Kreager Mitchell is not engaged to prepare tax
returns on behalf of the Debtors in any jurisdiction.
The Debtors are a party to these prepetition litigation:
Style Court Case No.
----- ----- --------
Advanced Bio Prosthetics 225th District Court, 2014-CI-
Surfaces Ltd., et al. v. Bexar County, Texas 16776
Akin Gump Strauss Hauer &
Feld, et al.
Ehrenberg, et al. v. 162nd Judicial District, DC-15-
Palmaz Scientific, Inc., Dallas County, Texas 11994
et al.
Harriman v. Palmaz 134th Judicial District, DC-15-
Scientific, Inc., et al. Dallas County, Texas 12314
Palmaz Scientific, Inc. U.S. District Court, 15-cv-
v. Harriman Western District of Texas 00734
(case dismissed without prejudice)
The Debtors say the engagement of Kreager Mitchell in this
bankruptcy case does not include the representation of the Debtors
in the Litigation, and does not include representation of the
Debtors as general bankruptcy counsel.
The primary Kreager Mitchell attorneys, who may be working in
connection with the matter, and their hourly rates are:
Hourly
Attorney Status Rate
-------- ------ ----
Michael L. Kreager Associate $375
Alan J. Gretzinger Associate $225
Allen Ewald Senior $355
Associate
Kreager Mitchell will also apply to the Court, when appropriate,
for allowance of compensation and reimbursement of expenses in
accordance with applicable provisions of the Bankruptcy Code.
Michael L. Kreager, Esq., a member of Kreager Mitchell, says the
Firm holds no interests materially adverse to the bankruptcy
estate.
Kreager Mitchell can be reached at:
Michael L. Kreager, Esq.
Alan J. Gretzinger, Esq.
Allen Ewald, Esq.
KREAGER MITCHELL, PLLC
7373 Broadway St., Suite 500
San Antonio, TX 78209-3262
Telephone: (210) 829-7722
Facsimile: (210) 821-6672
E-mail: mkreager@kreagermitchell.com
agretzinger@kreagermitchell.com
aewald@kreagermitchell.com
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director. The
Debtors estimated both assets and liabilities in the range of $10
million to $50 million.
The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.
The case is assigned to Judge Craig A. Gargotta.
PETROLEUM PRODUCTS: Hires H&W as Special Litigation Counsel
-----------------------------------------------------------
Petroleum Products & Services, Inc. dba Wellhead Distributors
International seeks authorization from the Hon. Marvin Isgur of the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Hirsch & Westheimer, P.C. as special litigation counsel.
The Debtor seeks Court authority to retain H&W as special counsel
to represent the estate's interest in:
(a) the WDI/CPTDC/CPI Suit, the CPTDC/WDI Federal Suit, and
the WDI/Kana Suit (collectively, the "API-6A Litigation");
(b) the Fracmaster Litigation; and
(c) the Landlord-Tenant Dispute,
by assisting, advising, investigating and prosecuting certain
claims through trial and appeal, including prosecuting any Motion
to Estimate Claims involving the API-6A Litigation and prosecuting
any objections to proofs of claims filed by CPTDC, CPI, JMP, Kana,
Atencio and Nicholas Aberle.
H&W has agreed to accept a fee based on actual expenses and an
hourly fee of:
Eric Lipper $440
Joe G. Roady $365
Michael J. Durrschmidt $440
Associates $200-$250
Paralegals $150-$175
H&W has been advised that its compensation may be paid only after
making appropriate application to the Court.
H&W will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Eric Lipper, lead counsel of H&W, 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.
China Petroleum Technology & Development Corporation, a creditor in
this Chapter 11 case, objects to the Debtor's application to retain
H&W, stating that the application omits important facts regarding
H&W's representation.
China Petroleum is represented by:
H. Miles Cohn, Esq.
CRAIN, CATON & JAMES, P.C.
1401 McKinney Street, 17th Floor
Five Houston Center
Houston, TX 77010-4035
Tel: (713) 752-8668
Fax: (713) 658-1921
E-mail: mcohn@craincaton.com
H&W can be reached at:
Eric Lipper, Esq.
HIRSCH & WESTHEIMER, P.C.
1415 Louisiana, 36th Floor
Houston, TX 77002
Tel: (713) 220-9181
Fax: (713) 223-9319
About Petroleum Products
Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors
Int'l and dba WDi) distributes API-6A wellhead equipment and valves
used in the petroleum and natural gas industries.
The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Tex., Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed
the petition as president. The Debtor estimated assets in the
range of $10 million to $50 million and liabilities of at least $10
million.
The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch
Westheimer, P.C. as special litigation counsel.
PREMIUM TRANSPORTATION: TEC of California Resigns From Committee
----------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, announced on April 5
that TEC of California Inc. has resigned from the official
committee of unsecured creditors of Premium Transportation Services
Inc.
The remaining 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) Flexi Van Leasing Inc.
Attn: Philip V. Connors
251 Monroe Ave.
Kenilworth, NJ 07033
Phone: 908-603-1606
Fax: 908-931-0286
(3) 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
(4) 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
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.
PT USA LP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: PT USA LP
6125 W. Sam Houston Pkwy N.
Suite 406 & 303
Houston, TX 77041
Case No.: 16-31795
Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Kevin M Madden, Esq.
KANE RUSSELL COLEMAN & LOGAN PC
5225 Katy Freeway, Ste 520
Houston, TX 77007
Tel: 281-888-9681
Fax: 832-538-0937
E-mail: kmm@kmaddenlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Sandeep Patel, manager for general
partner.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
PUERTO RICO: Governor Signs Bill Allowing Halt to Debt Payments
---------------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Gov. Alejandro Garc??a Padilla of Puerto Rico has
signed a bill that would allow him to declare a state of emergency
and give him authority to halt payments on the island's crushing
$72 billion debt.
According to the report, the measures capped two days and nights of
marathon debate in Puerto Rico's legislature, where lawmakers from
the main opposition party called any unilateral debt moratorium
dangerous and members of the governor's party insisted that doing
nothing would be even worse.
The report related that in Washington, House Republicans seeking to
rescue Puerto Rico prepared to release a revised plan that includes
a federal oversight panel. The proposal has been contentious on
the island, where the governor and his top advisers are
increasingly at odds with investors over how to restructure the
debt, most of it in the form of municipal bonds, the report said.
"This legislation provides us with the tools to address the highest
priority of needs -- providing essential services to our people --
without fear of retribution," the DealBook cited the governor as
saying. He accused Puerto Rico's creditors of hampering federal
assistance by "misinforming the public and dissuading Congress from
doing what is right for our 3.5 million American citizens," the
report further related.
RADIOSHACK CORP: Haywood's Bid for Admin. Expense Claim Denied
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the United States Bankruptcy Court
for the District of Delaware denied Mark Haywood's motion for
allowance and payment of an administrative expense claim in the
case captioned In re: RS Legacy Corp., et al.,, Chapter 11,
Debtors, Case No. 15-10197 (BLS), (Jointly Administered) (Bankr.
D. Del.).
A day after the debtors filed their Chapter 11 bankruptcy
petitions, the court approved the debtors' motion to maintain
certain customer programs and honor related prepetition obligations
to their customers, among which is the obligation to pay or honor
outstanding prepetition gift cards.
During the pendency of the bankruptcy case, the Texas Attorney
General's Office initiated an adversary proceeding and then filed a
motion for summary judgment and a proof of claim on behalf of Texas
consumers holding unredeemed gift cards. Haywood intervened and
then filed his own summary judgment motion seeking priority
treatment for all the gift card holders claims. Haywood later
commenced his own adversary proceeding in which he filed motion for
certification of the gift card claim holders as a class.
While the adversary proceedings were pending, the debtors,
creditors' committee, and certain state attorneys general engaged
in substantial negotiations to resolve the issues involving the
gift card claim holders. Haywood eventually participated in the
negotiations, but did not participate in the initial settlement
discussions. The court eventually approved the parties'
comprehensive settlement. Thereafter, Haywood sought reimbursement
of expenses and compensation pursuant to sections 503(b)(3)(D) and
503(b)(4), requesting the allowance and payment of an
administrative claim in the total amount of $203,105.51. Haywood
argued that his efforts substantially contributed to the resolution
of the gift card claim holders.
Judge Shannon found that Haywood has neither overcome the
presumption that his efforts were not primarily designed to serve
his own interests, nor presented any evidence showing that his
efforts resulted in an actual and demonstrable benefit to the
debtors' estate. Thus, the judge held that Haywood is not entitled
to compensation under section 503(b)(3)(D).
A full-text copy of Judge Shannon's March 17, 2016, opinion is
available at http://is.gd/ihxaCZfrom Leagle.com.
RS Legacy Corporation, et al., Debtor, is represented by:
Michael Joseph Custer, Esq.
David M. Fournier, Esq.
Evelyn J. Meltzer, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 Market Street
Wilmington, DE
Tel: (302)777-6500
Fax: (302)421-8390
Email: custerm@pepperlaw.com
fournierd@pepperlaw.com
meltzer@pepperlaw.com
-- and --
Christopher Fuhrman, Esq.
PELZER LAW FIRM
266 Meeting St.
Charleston, SC 29401
Tel: (843)789-4511
Fax: (843)789-4591
-- and --
Robert W. Gaffey, Esq.
JONES DAY
222 East 41st Street
New York, NY 1001-6702
Tel: (212)326-3939
Fax: (212)755-7306
Email: rwgaffey@jonesday.com
-- and --
Basheer Ghorayeb, Esq.
Gregory M. Gordon, Esq.
Dan B Prieto, Esq.
JONES DAY
2727 North Harwood Street
Dallas, TX 75201-1515
Tel: (214)220-3939
Fax: (214)969-5100
Email: bghorayeb@jonesday.com
gmgordon@jonesday.com
dbprieto@jonesday.com
-- and --
Paul M. Green, Esq.
Thomas A. Howley, Esq.
JONES DAY
717 Texas Suite 3300
Houston, TX 77002-2712
Tel: (832)239-3939
Fax: (832)239-3600
Email: pmgreen@jonesday.com
tahowley@jonesday.com
-- and --
David G. Heiman, Esq.
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, OH
Tel: (216)586-3939
Fax: (216)579-0212
Email: dgheiman@jonesday.com
United States Trustee, U.S. Trustee, is represented by:
Richard L. Schepacarter, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
844 King Street, Suite 2207
Wilmington, DE 19801
Tel: (302)573-6491
Fax: (302)573-6497
Prime Clerk, Claims Agent, is represented by:
Benjamin Joseph Steele, Esq.
PRIME CLERK LLC
830 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212)257-5450
Email: bsteele@primeclerk.com
Peter Kravitz, as Liquidating Trustee, Liquidating Trustee, is
represented by:
L. Katherine Good, Esq.
Chantelle D'nae McClamb, Esq.
Christopher M. Samis, Esq.
WHITEFORD TAYLOR & PRESTON LLC
The Renaissance Centre, Suite 500
405 North King Street
Wilmington, DE 19801-3700
Tel: (302)357-3265
Fax: (302)357-3281
Email: kgood@wtplaw.com
cmcclamb@wtplaw.com
csamis@wtplaw.com
Official Committee of Unsecured Creditors, Creditor Committee, is
represented by:
Kendra K Bader, Esq.
Kara E Casteel, Esq.
Alex Govze, Esq.
Brigette G. McGrath, Esq.
Edward E Neiger, Esq.
Joseph L. Steinfeld, Jr., Esq.
Marianna Udem, Esq.
Gary D. Underdahl, Esq.
ASK LLP
151 West 46th Street, 4th Floor
New York, NY 10036
Tel: (212)267-7342
Fax: (212)918-3427
Email: kbader@askllp.com
kcasteel@askllp.com
agovze@askllp.com
bmcgrath@askllp.com
eneiger@askllp.com
jsteinfeld@askllp.com
mudem@askllp.com
gunderdahl@askllp.com
-- and --
Jeffrey Lawrence Cohen, Esq.
Cathy Hershcopf, Esq.
Jay R. Indyke, Esq.
Richard S. Kanowitz, Esq.
Michael Klein, Esq.
Seth Van Aalten, Esq.
COOLEY LLP
The Grace Building
1114 Avenue of the Americas
New York, NY 10036-7798
Tel: (212)479-6000
Fax: (212)479-6275
Email: jcohen@cooley.com
chershcopf@cooley.com
jindyke@cooley.com
rkanowitz@cooley.com
mkleine@cooley.com
svanaalten@cooley.com
-- and --
Benjamin Finestone, Esq.
Daniel S. Holzman, Esq.
Susheel Kirpalani, Esq.
Robert S. Loigman, Esq.
William Pugh, Esq.
Kate Scherling, Esq.
QUINN EMANUEL URQUHART & SULLIVAN LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
Tel: (212)849-7000
Fax: (212)849-7100
Email: benjaminfinestone@quinnemanuel.com
danielholzman@quinnemanuel.com
susheelkirpalani@quinnemanuel.com
robertloigman@quinnemanuel.com
williampugh@quinnemanuel.com
katescherling@quinnemanuel.com
-- and --
L. Katherine Good, Esq.
Chantelle D'nae McClamb, Esq.
Christopher M. Samis, Esq.
WHITEFORD TAYLOR & PRESTON LLC
The Renaissance Centre, Suite 500
405 North King Street
Wilmington, DE 19801-3700
Tel: (302)357-3265
Fax: (302)357-3281
Email: kgood@wtplaw.com
cmcclamb@wtplaw.com
csamis@wtplaw.com
-- and --
James C. Tecce, Esq.
MILBANK, TWEED, HADLEY & MCCLOY LLP
28 Liberty Street
New York, NY 10005-1413
Tel: (212)530-5000
Fax: (212)530-5219
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.
RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015,
disclosing total assets of $1.2 billion, versus total debt of $1.3
billion.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.
* * *
After an auction in March 2015, the Debtors sold most of the
assets to General Wireless, Inc., an entity formed by Standard
General,
L.P., for $150 million. The Debtors also sold Mexican assets to
Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the
assumption of debt. Regal Forest Holding Co. Ltd. bought the
Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.
In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand
name and customer data to General Wireless.
The bankruptcy judge on Oct. 2, 2015, issued an order confirming
the first amended joint plan of liquidation of the Debtors. The
centerpiece of the Plan is the resolution of various disputes
among the Debtors, the Creditors' Committee and the SCP Secured
Parties.
The Plan was declared effective on Oct. 7, 2015.
RCS CAPITAL: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
RCS Capital Corporation filed an amendment to schedule E/F of its
Schedules of Assets and Liabilities, a copy of which is available
for free at http://bankrupt.com/misc/RCS_Capital_286_Am_SAL.pdf
In its original schedules, RCS Capital Corp. disclosed:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $0
B. Personal Property $1,403,924,232
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $709,200,000
E. Creditors Holding Unsecured
Priority Claims $1,106,004
F. Creditors Holding Unsecured
Non-priority Claims $202,143,956
-------------- ------------
TOTAL $1,403,924,232 $912,449,960
A copy of the company's original schedules is available without
charge at http://is.gd/543ZP1
A copy of the Amended Schedules is available for free at:
http://bankrupt.com/misc/RCS_Capital_286_Am_SAL.pdf
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 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.
The 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.
RCS CAPITAL: April 22 Confirmation Objection Deadline
-----------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware issued an order amending the order approving the
disclosure statement explaining RCS Capital Corporation, et al.'s
Second Amended Joint Plan of Reorganization to provide that the
Confirmation Objection Deadline is April 22, 2016.
A prior order provided that the Confirmation Objection Deadline is
April 21.
Judge Walrath will convene a hearing to consider confirmation of
the Plan on May 2, 2016, at 2:00 p.m. (Eastern Time).
Under the Plan, holders of Class 5 - General Unsecured Claims are
set to recover 9% of the allowed claims. Holders of Class 3 -
Second Lien Claims are set to recover 0% to 36% of the allowed
claims. The Second Lien Claims will be allowed in the aggregate
amount of $153.2 million, with $50 million of the Allowed Claims to
be treated as Secured Second Lien Claims and $103.2 million to be
treated as Second Lien Deficiency Claims. Holders of Class 2 -
First Lien Claims are set to recover 90% to 100% of the allowed
claims. The First Lien Claims as of the Petition Date will be
Allowed in the aggregate amount of $556.0 million.
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 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.
The 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.
The U.S. Trustee has appointed five creditors of RCS Capital
Corporation, et al., to serve on the official committee of
unsecured creditors.
RENN FUND: Board Approves Plan of Liquidation & Dissolution
-----------------------------------------------------------
RENN Fund, Inc. on April 5 disclosed that the Fund's Board of
Directors has approved, subject to shareholder approval, the
liquidation and dissolution of the Fund. The plan of liquidation
and dissolution will be submitted to shareholders of the Fund at
its annual meeting of shareholders planned to be held on June 30,
2016. The Board of Directors believes it is in the best interest
of the Fund's shareholders to liquidate the Fund because the size
of the Fund and its income relative to expenses make it uneconomic
to continue operating the Fund. If shareholders approve the plan
of liquidation and dissolution, the Fund would distribute available
cash and securities after making reasonable provision for known and
potential liabilities, obligations and expenses of the Fund.
Details of the plan will be set forth in the proxy statement for
the Fund's 2016 annual shareholders' meeting.
RESPONSE GENETICS: Asks Court to Dismiss Ch. 11 Case
----------------------------------------------------
Response Genetics, Inc., asks the U.S. Bankruptcy Court to dismiss
its Chapter 11 Case and permit it and its professionals to
distribute any excess Wind Down Funds to SWK Funding, LLC, to the
extent that the professionals control the accounts containing the
Wind Down Funds.
The Debtor informs the Court that it has successfully completed the
sale of its assets to Cancer Genetics, Inc., after an extensive
prepetition and postpetition marketing effort, and consistent with
the terms of Court-approved Settlement among the Debtor,
prepetition lenders, and the Official Committee of Unsecured
Creditors, the Debtor is prepared to distribute cash in amount
equal to 10% of the allowed amount of general unsecured claims in
anticipation of imminent completion of the claims reconciliation
process.
According to the Debtor, there is no reason to incur additional
cost of administering these cases when its estate does not have
sufficient funds to distribute to the holders of allowed general
unsecured priority claims, to prosecute and confirm a Chapter 11
Plan of liquidation, and that any further administration of the
Debtor's case would deplete the funds being used to wind down the
Debtor's remaining affairs without any meaningful benefit to the
estate or creditors.
In addition, the Debtor asserts that there is no need to review
potential avoidance claims arising under Chapter 5 of the
Bankruptcy Code because these are already sold to the buyer under
the Asset Purchase Agreement, hence, the Debtor seeks the dismissal
of its Chapter 11 Case and authorizing the disbursement of
settlement funds to the holders of allowed general unsecured
claims.
Response Genetics, Inc. is represented by:
Jeffrey N. Pomerantz, Esq.
Ira D. Kharasch, Esq.
James E. O'Neill, Esq.
John W. Lucas, Esq.
PACHULSKI STANG ZIEHL &JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
E-mail: jpomerantz@pszjlaw.com
ikharasch@pszjlaw.com
joneill@pszjlaw.com
jlucas@pszjlaw.com
About Response Genetics
Los Angeles, California-based Response Genetics, Inc.
(otcqb:RGDX)-- http://www.responsegenetics.com-- is a
CLIA-certified clinical laboratory focused on the development and
sale of molecular diagnostic testing services for cancer. The
Company's technologies enable extraction and analysis of genetic
information derived from tumor cells stored as formalin-fixed and
paraffin-embedded specimens. The Company's principal customers
include oncologists and pathologists. In addition to diagnostic
testing services, the Company generates revenue from the sale of
its proprietary analytical pharmacogenomic testing services of
clinical trial specimens to the pharmaceutical industry.
Response Genetics, fdba Bio Type, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 15-11663) on Aug. 9, 2015,
represented by James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP. Canaccord Genuity, Inc., serves as its investment
banker; and Rust Consulting Omni Bankruptcy acts as its claims and
noticing agent.
The Company disclosed total assets of $10.7 million and total debts
of $15.7 million. The petition was signed by Thomas Bologna,
chairman and chief executive officer.
No request has been made for the appointment of a trustee or an
examiner in the cases, and no official committee has yet been
appointed by the Office of the U.S. Trustee.
* * *
Response Genetics executed a "stalking horse" agreement to sell all
of its business assets to Cancer Genetics, Inc., for $14 million,
comprised of a 50/50 split in value of cash and the common stock of
CGI.
CGI is represented by Kramer Levin Naftalis & Frankel LLP's James
A. Grayer, Esq.
SALADO SMILES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Salado Smiles, P.C.
fdba Sonterra Smiles
1501 Stagecoach Circle
Salado, TX 76571
Case No.: 16-10413
Nature of Business: Health Care
Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Tony M. Davis
Debtor's Counsel: Michael V. Baumer, Esq.
LAW OFFICE OF MICHAEL BAUMER
7600 Burnet Road, Suite 530
Austin, TX 78757
Tel: (512) 476-8707
E-mail: baumerlaw@baumerlaw.com
Total Assets: $177,203
Total Liabilities: $1.24 million
The petition was signed by Howard Lufburrow, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb16-10413.pdf
SCHUPBACH INVESTMENTS: Rose Hill May Disburse Bond Money
--------------------------------------------------------
Judge Dale L. Somers of the United States Bankruptcy Court for the
District of Kansas granted the motion filed by Rose Hill Bank to
disburse funds from the court registry.
On December 2, 2015, Rose Hill sought the release of funds in the
Court Registry that were deposited as a bond securing a stay
pending appeal of the court's order awarding attorney fees and
expenses to Schupbach Investments, LLC's counsel, Mark J. Lazzo,
P.A. Rose Hill sought an order disbursing the funds to Lazzo to
the extent his administrative claim was not reversed, and the
remainder to "the Trustee and/or [Rose Hill] as may be designated
between them."
Lazzo opposed the motion, arguing that the stay issued by the court
bars the distribution until his petition for a writ of certiorari
is ruled upon.
Judge Somers held that his court's stay order was effective only
until the Bankruptcy Appellate Panel for the Tenth Circuit (BAP)
disposed of the appeal by Rose Hill and the Trustee. Since then,
the judge clarified that there has been no stay since Lazzo did not
request a stay pending his appeal from the BAP to the Tenth Circuit
Court of Appeals or after the Tenth Circuit affirmed the BAP.
Judge Somers granted Rose Hill's motion and ordered that $11,675.91
of the bond money, plus accrued interest less a pro-rata share of
the Clerk's administrative fee, if any, be distributed to Lazzo,
and the remaining balance of the bond money, plus accrued interest
less a pro-rata share of the Clerk's administrative fee, if any, be
released to Carl B. Davis, the Liquidating Trustee pursuant to
Schupbach Investments' confirmed Chapter 11 Plan.
The case is In re: SCHUPBACH INVESTMENTS, LLC, Chapter 11, Debtor,
Case No. 11-11425 (Bankr. D. Kan.).
A full-text copy of Judge Somers' March 17, 2016 memorandum
opinion and order is available at http://is.gd/R7R0HHfrom
Leagle.com.
Schupbach Investments, LLC is represented by:
David P Eron, Esq.
ERON LAW, P.A.
229 E. William, Ste. 100
Wichita, KS 67202
Tel: (316)262-5500
Email: david@eronlaw.net
-- and --
Mark J Lazzo, Esq.
LANDMARK OFFICE PARK
-- and --
Larry D. Toomey, Esq.
229 E. William St.
Wichita, KS 67202-4019
Tel: (316)264-3700
Fax: (316)264-3898
U.S. Trustee, U.S. Trustee, is represented by:
Richard A. Wieland, Esq.
OFFICE OF THE U.S. TRUSTEE
301 N Main STE 1150
Wichita, KS 67202
Tel: (316)269-6637
Fax: (316)269-6182
About Schupbach Investments
Jonathan Isaac and Amy Marie Schupbach were engaged in the business
of buying, renovating, and renting or reselling homes in Wichita,
Kansas. They did business through Schupbach Investments LLC, which
filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.
Kan. Case No. 11-11425) on May 16, 2011. Jonathan and Amy filed
for relief on July 16, 2011, under Chapter 13, but the case was
later converted to Chapter 11 (Case No. 11-13633).
Schupbach Investments' schedule A listed 165 parcels of real
property, 39 of which were mortgaged to Bank of Commerce & Trust
Company. The Bank filed a proof of claim for $748,748.72 against
the Schupbachs.
In March 2014, the Debtors filed a proposed Chapter 11 plan. The
bankruptcy court confirmed the Individual Plan on April 20, 2014.
SDI SOLUTIONS: Hires Donlin Recano as Administrative Agent
----------------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Donlin, Recano & Company, Inc. as administrative agent, nunc
pro tunc to the March 13, 2016 petition date.
The Debtors seek to retain Donlin Recano to provide, among other
things, the following bankruptcy administrative services, if and to
the extent requested:
(a) assist with, among other things, solicitation, balloting
and tabulation and calculation of votes, as well as
preparing any appropriate reports, as required in
furtherance of confirmation of any chapter 11 plans;
(b) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
(c) in connection with the Balloting Services, handle requests
for documents from parties in interest;
(d) gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors??? schedules of assets
and liabilities and statements of financial affairs;
(e) provide a confidential data room, if requested;
(f) manage and coordinate any distributions pursuant to any
confirmed chapter 11 plan or otherwise; and
(g) provide such other processing, solicitation, balloting, and
other administrative services described in the Services
Agreement, but not included in the Section 156(c)
Application, as may be requested from time to time by the
Debtors, the Court, or the Clerk.
Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Prior to the filing of these chapter 11 cases, the Debtors paid
Donlin Recano a retainer of $15,000.00 in connection with retention
as claims and noticing agent in these chapter 11 cases under the
Section 156(c) Application.
Roland Tomforde, 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.
The Bankruptcy Court will hold a hearing on the motion on April 29,
2016, at 2:00 p.m. Objections, if any, are due April 14, 2016, at
4:00 p.m.
Donlin Recano can be reached at:
Roland Tomforde
DONLIN RECANO & COMPANY, INC.
48 Wall Street
New York, NY 10005
Tel: (212) 481-1411
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.
SDI SOLUTIONS: To Employ Gulf Atlantic as Financial Advisor
-----------------------------------------------------------
SDI Solutions LLC and SDI Opco Holdings, LLC, seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Gulf Atlantic Capital Corporation as financial advisor, nunc pro
tunc to the Petition Date.
The Debtors have been utilizing GACC's financial advisory services
since July 24, 2015, at which time GACC was engaged to provide
financial advisory services to the Debtors. On Nov. 2, 2015, the
scope of GACC's engagement was expanded to include restructuring
advisory services. Although the engagement letter of November 2,
2015, contemplated that GACC would serve as a Chief Restructuring
Officer, the Debtors never took any requisite or official actions
to appoint GACC or any of its employees as an officer of the
Debtors, and, therefore, neither GACC nor any of its employees
served as an officer of the Debtors. On March 4, 2016, the scope
of services provided by GACC was modified to financial advisory
services pertaining to the Chapter 11 filings.
GACC will provide financial advisory services as GACC and the
Debtors deem appropriate and feasible, including:
(a) Assistance to the Debtors in the preparation of financial
related disclosures required by the Court, including the
Schedules of Assets and Liabilities, the Statement of
Financial Affairs and Monthly Operating Reports;
(b) Assistance to the Debtors with information and analyses
required pursuant to the Debtors' Debtor-in-Possession
financing including, but not limited to, preparation for
hearings regarding the use of cash collateral and DIP
financing;
(c) Assistance with the identification and implementation of
short-term cash management procedures;
(d) Assistance and advice to the Debtors with respect to the
identification of core business assets and the disposition
of assets or liquidation of unprofitable operations;
(e) Assistance and advice with respect to soliciting parties
interested in a potential sales transaction with respect
to the Debtors' businesses and assets;
(f) Assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations
with respect to the affirmation or rejection of each;
(g) Assistance regarding the valuation of the present level of
operations and identification of areas of potential cost
savings, including overhead and operating expense
reductions and efficiency improvements;
(h) Assistance in the preparation of financial information for
distribution to creditors and others, including cash flow
projections and budgets, cash receipts and disbursement
analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which
Court approval is sought;
(i) Attendance at meetings and assistance in discussions with
potential investors, banks and other secured lenders, any
official committee appointed in these Chapter 11 Cases,
the U.S. Trustee, professionals hired by the same, and
other parties in interest, as requested;
(j) Analysis of creditor claims by type, entity, and
individual claim, including assistance with development of
databases, as necessary, to track such claims;
(k) Assistance in the preparation of information and analysis
necessary for the confirmation of any plan in these
Chapter 11 Cases;
(l) Assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;
(m) Litigation advisory services with respect to accounting
matters, along with expert witness testimony on
case-related issues, as required by the Debtors; and
(n) Other general business consulting or such other assistance
as Debtors' management or their counsel may deem necessary
that are consistent with the role of a financial advisor
and not duplicative of services provided by other
professionals in these Chapter 11 Cases.
During the 90-day period prior to the Petition Date, GACC received
$220,550 from the Debtors for prepetition professional services
performed and expenses incurred pursuant to the prior engagement
letters dated July 24, 2015, November 2, 2015, and the current
engagement letter dated March 4, 2016. The July 24, 2015 and
November 2, 2015 engagement letters were superseded by the
engagement letter-agreement dated March 4, 2016. As of March 17,
2016, GACC is not owed any amounts with respect to its prepetition
fees and expenses.
The customary hourly rates charged by GACC professionals
anticipated to be assigned to these Chapter 11 Cases range from
$250 to $400:
Title Per Hour
----- --------
Managing Directors $355 - $400
Directors/Managing Directors $295 - $350
Consultants/Senior Consultants $250 - $290
Because of the variety and complexity of the services that GACC
will be required to perform during these Chapter 11 Cases, GACC
requested an advance payment retainer for $30,175,000 as of the
Petition Date, which the Debtors deem reasonable under the
circumstances. The Retainer is in addition to the amounts received
by GACC for prepetition services performed and expenses incurred
during the 90-day period preceding the filing.
The indemnification provisions set forth in the Engagement Letter
are subject during the pendency of the Chapter 11 Cases to these:
(a) subject to the provisions of subparagraph (b), infra, the
Debtors are authorized to indemnify, and will indemnify,
GACC in accordance with the Engagement Letter for any
claim arising from related to or in connection with the
services provided for in the Engagement Letter; for the
avoidance of doubt, GACC will not be entitled to
indemnification, contribution, or reimbursement for
services other than the services provided under the
Engagement Letter, unless such services and the
indemnification, contribution, or reimbursement therefore
are approved by the Court;
(b) Notwithstanding any provisions of the Engagement Letter to
the contrary, the Debtors will have no obligation to
indemnify GACC or provide contribution or reimbursement to
GACC for any claim or expense that is either (i)
judicially determined to have resulted primarily from the
willful misconduct, gross negligence, bad faith, or
self-dealing of GACC, (ii) for a contractual dispute in
which the Debtors allege the breach of GACC's contractual
obligations unless the Court determines that
indemnification, contribution, or reimbursement would be
permissible pursuant to In re United Artists Theatre Co.,
315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to
judicial determination as to the exclusions set forth in
clauses (i) and (ii), but determined by this Court, after
notice and a hearing, to be a claim or expense for which
that person should not receive indemnity, contribution, or
reimbursement under the terms of the Engagement Letter as
modified by this Order; and
(c) If, before the earlier of (i) the entry of an order
confirming a chapter 11 plan in these Chapter 11 Cases
(that order having become a final order no longer subject
to appeal) and (ii) the entry of an order closing these
Chapter 11 cases, GACC believes that it is entitled to the
payment of any amounts by the Debtors on account of the
Debtors' indemnification, contribution, and reimbursement
obligations under the Engagement Letter, including without
limitation the advancement of defense costs, GACC must
file an application therefore in this Court, and the
Debtors may not pay any such amounts to GACC before the
entry of an order by this Court approving the payment.
GACC has informed the Debtors that it does not hold any interest
adverse to the Debtors' estates, and that it is a "disinterested
person" as defined within Section 101(14) of the Bankruptcy Code.
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.
SEDGWICK CLAIMS: Moody's Maintains B3 CFR on Plans to Borrow
------------------------------------------------------------
Moody's Investors Service is maintaining the B3 corporate family
rating and B3-PD probability of default rating of Sedgwick Claims
Management Services, Inc. following the company's announcement of
plans to borrow $300 million under a new first-lien term loan to
help fund a $375 million dividend to shareholders. SCMS is an
indirect wholly owned subsidiary of Sedgwick, Inc. (together with
its subsidiaries, Sedgwick). The company intends to use proceeds
from the term loan along with cash on hand to fund the dividend and
pay related fees and expenses.
The pending transaction is credit negative, but it does not change
Sedgwick's corporate family rating or existing debt ratings, which
include a B1 rating on its first-lien revolver and term loan and a
Caa2 rating on its second-lien term loan. Moody's has assigned a
B1 rating to the proposed new first-lien term loan. The rating
outlook for Sedgwick is stable.
RATINGS RATIONALE
While the issuance of debt to fund a large portion of the proposed
shareholder dividend will weaken Sedgwick's credit profile, the
company has a track record of reducing financial leverage through
earnings and free cash flow. Based on Moody's estimates (which
incorporate standard accounting adjustments), the pending
transaction will increase Sedgwick's debt-to-EBITDA ratio by nearly
a turn to the 7.0x-7.5x range, while lowering the company's (EBITDA
- capex) interest coverage to about 1.5x. The stable rating
outlook incorporates Moody's expectation that Sedgwick will reduce
its leverage ratio through EBITDA growth over the next 12-18
months.
Sedgwick's ratings reflect its status as the largest US third-party
claims service provider (according to Business Insurance, based on
2014 gross revenue); its diversified customer base, product lines
and geographic spread across the US; and its record of organic
revenue growth. Sedgwick generates steady earnings and cash flow
from long-term contracts with US corporations, insurance companies
and self-insured entities. The company benefits from relatively
high switching costs on the part of clients, a stable cost
structure and a lack of exposure to insurance underwriting risk.
These strengths are offset by the company's substantial financial
leverage and low interest coverage, as well as exposure to errors
and omissions claims, a risk inherent in professional services.
Moody's expects that Sedgwick will continue to pursue a combination
of organic growth and acquisitions, the latter giving rise to
integration and contingent risks.
Factors that could lead to an upgrade of Sedgwick's ratings
include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex)
coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt
ratio consistently exceeding 4%.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio exceeding 7.5x, (ii) (EBITDA - capex) coverage
of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.
Sedgwick's existing ratings and loss given default (LGD)
assessments include:
Corporate family rating B3;
Probability of default rating B3-PD;
$125 million first-lien revolving credit facility maturing
February 2019 rated B1 (to LGD3 from LGD2);
$1,066 million (amount outstanding) first-lien term loan
maturing February 2021 rated B1 (to LGD3 from LGD2);
$635 million second-lien term loan maturing February 2022 rated
Caa2 (LGD5).
Moody's has assigned the following rating and LGD assessment:
New $300 million first-lien term loan maturing February 2021 rated
B1 (LGD3).
The principal methodology used in this rating was Insurance Brokers
and Service Companies published in December 2015.
Sedgwick is one of the largest insurance claim service providers in
the US. The company processes claims for a wide range of insurance
product lines including workers' compensation, general liability
and disability. The company generated revenues of approximately
$1.6 billion in 2015.
SEDGWICK INC: S&P Affirms 'B' CCR on Proposed Dividend Recap
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term corporate credit rating on Sedgwick Inc. (parent company
of Sedgwick Claims Management Services Inc., where the debt
resides). The outlook is stable. At the same time S&P assigned a
'B' issue-level rating and recovery rating of '3L' to Sedgwick's
proposed $300 million first-lien facility. Although S&P is
affirming its 'B' and 'CCC+' issue-level ratings on existing first-
and second-lien facilities, S&P is moving its first-lien recovery
rating to the lower-end of '3' from the higher-end of '3'.
"The affirmation reflects our view that leverage and coverage
remain within our expectations for the company," said Standard &
Poor's credit analyst Caitlin Weir. In addition, business
performance has been very strong and S&P expects it to remain
robust over the next year. Sedgwick continues to obtain new
business and grow its customer base. The company in the most
recent quarter secured new business wins of over $40 million in
additional revenue and reported $1.6 billion in revenue and $268
million in EBITDA for year-end 2015. The ratings on Sedgwick Inc.
reflect the company's market position as the largest player in the
highly fragmented third-party administration (TPA) insurance
services industry. Key business risk factors include the company's
growing market position, strong customer retention, and
consistently strong double-digit EBITDA margins. Sedgwick provides
outsourced claims and productivity management solutions to
self-insured entities and insurers in areas such as workers'
compensation, disability management, absence management, and
managed care.
The stable outlook reflects S&P's expectation that Sedgwick Inc.
will maintain its leading competitive position in the highly
fragmented and competitive TPA industry. The company has a
specialized business model that, when combined with well-regarded
customer service, benefits from an improving economy. S&P expects
Sedgwick to maintain its positive revenue and EBITDA growth
momentum into 2016 and 2017 with leverage of 6.0x-7.0x and coverage
of 2.5x-3.5x.
S&P would consider a downgrade during the next 12 months if
Sedgwick is unable to execute its business and financial plans due
to, for example, deterioration in general business combined with
the loss of one or more top customers, or if Sedgwick's financial
policy becomes more aggressive than S&P anticipates, with
substantial debt-financed acquisitions or debt-funded dividends.
S&P would also consider lowering the ratings if leverage increases
to more than 8.0x (for example, if the company raises approximately
$375 million or more in debt), or if revenues decline and EBITDA
margin falls by approximately 5% such that interest coverage falls
to 2.0x or lower on a sustained basis.
S&P believes that any long-term leverage and coverage improvements
related to growing EBITDA, FFO, or debt reduction will not be
sustainable due to the firm's equity-sponsor ownership and
potential releveraging. Any consideration for positive ratings
momentum over the next year would be predicated on the company
maintaining leverage below 5x.
SOUTHERN MARINE: Asks Court to Dismiss Involuntary Ch. 11 Case
--------------------------------------------------------------
Southern Marine Services, LLC, asks the U.S. Bankruptcy Court to
dismiss the involuntary Chapter 11 petition filed by Peoples Bank,
or, alternatively, transfer the Chapter 11 case to the U.S.
Bankruptcy Court for the Eastern District of Kentucky for the
disposition of the disputed Involuntary Petition.
The Alleged Debtor relates that formerly it has leased docks on the
Big Sandy River in Kentucky but as of the filing of the involuntary
petition it has no assets or remaining leasehold interest in West
Virginia other than the potential litigation against the
Petitioning Creditor for all its former leases expired in 2015.
Other than the Petitioning Creditor, the Debtor only has one other
creditor with whom it is current on its obligations, the Alleged
Debtor adds.
According to the Alleged Debtor, the Involuntary Petition fails to
satisfy the requirements of Section 303(b) of the Bankruptcy Court
because the Petitioning Creditor's purported $12,464,140 unsecured
claim is subject to a bona fide dispute, as evidenced by a pending
litigation before the Circuit Court of Cabell County, West Virginia
at Docket No.: 15-C-806, and as such the Petitioning Creditor can
seek recourse before the Circuit Court of Cabell County, where it
has initially commenced a lawsuit against the Alleged Debtor.
Moreover, the Alleged Debtor asserts that this bankruptcy case is
essentially a two-party dispute that the Bankruptcy Court can
refuse to exercise jurisdiction under Section 305, especially where
the Alleged Debtor is not operating nor presently has the means to
do so.
Furthermore, the Alleged Debtor asserts that the Petitioning
Creditor improperly filed its Involuntary Petition before the
District of West Virginia on the sole basis of another defective
involuntary petition it has filed against the Alleged Debtor's
affiliate DJWV2, LLC. The defective filing against DJWV2 should
not serve as basis for venue of the Debtor???s involuntary
bankruptcy proceeding because the Debtor has no assets in West
Virginia.
Finally, the Alleged Debtor contends that if the Petitioning
Creditor's goal is to preserve the dissipation of the Debtor's
assets, if there are any, this could have been achieved under
Chapter 7. The Alleged Debtor points out that while resurrecting
its operations is possible, it will inarguably require some form of
debtor-in-possession financing and with it the protections afforded
under Section 363 and 364 of the Bankruptcy Code. Thus, the
Involuntary Petition is just a strategic artifice filed by a
lender-defendant seemingly seeking to secure improper waivers and
lien enhancements or otherwise effectively exercise control over
the Alleged Debtor.
Southern Marine Services, LLC and DJWV2, LLC are represented by:
S. Taylor Hood, Esq.
OFFUTT NORD BURCHETT PLLC
949 Third Avenue, Suite 300
Huntington, WV 25701
Telephone: 304-529-2868
Facsimile: 304-529-2999
Email: sthood@onblaw.com
-- and --
Michael J. Roeschenthaler, Esq.
WHITEFORD TAYLOR & PRESTON, LLP
500 Grant Street, Suite 2900
Pittsburgh, PA 15219
Telephone: 412-515-1422
Facsimile: 412-515-1515
Email: mroeschenthaler@wtplaw.com
Peoples Bank, N.A., which holds a $12,464,140 claim, filed
involuntary Chapter 11 petitions on February 12, 2016, against
DJWV2, LLC (Bankr. S.D. W. Va., Case No. 16-30062), Southern Marine
Services Limited Liability Company (Bankr. S.D. W. Va., Case No.
16-30063), and Southern Marine Terminal, LLC (Bankr. S.D. W. Va.,
Case No. 16-30064). The cases are pending before Judge Frank W.
Volk.
The Petitioner's Counsel is Kirk B Burkley, Esq., at
Bernstaine-Burkley, P.C., in Pittsburgh, Pennsylvania.
SPENDSMART NETWORKS: Amends Convertible Promissory Notes
--------------------------------------------------------
SpendSmart Networks, Inc., on April 4, 2016, amended the May 5,
2015 9% Convertible Promissory Note with a principal amount of
$275,000 as follows: the maturity date was extended to eighteen
months, the conversion price was lowered to $0.15 per share, the
provision limiting the conversion price adjustment to that of the
Series C Preferred Stock was removed, and an option to be repaid
prior to the maturity date in the event the Company raises capital
in excess of three million dollars was added. The Company also
amended the warrant issued in conjunction with the Convertible
Promissory Note reducing the exercise price to $0.15 and issued a
new warrant to purchase 366,667 shares of the Company's common
stock with a $0.15 exercise price and a three year expiration.
On March 30, 2016, the Company amended the March 30, 2015 9%
Convertible Promissory Note with a principal amount of $262,500 as
follows: the maturity date was extended to eighteen months, the
conversion price was lowered to $0.15 per share, the provision
limiting the conversion price adjustment to that of the Series C
Preferred Stock was removed, and an option to be repaid prior to
the maturity date in the event the Company raises capital in excess
of three million dollars was added. The Company also amended the
warrant issued in conjunction with the Convertible Promissory Note
reducing the exercise price to $0.15 and issued a new warrant to
purchase 350,002 shares of the Company's common stock with a $0.15
exercise price and a three year expiration.
On March 29, 2016, the Company amended the March 30, 2015 9%
Convertible Promissory Note with a principal amount of $300,000 as
follows: the maturity date was extended to eighteen months, the
conversion price was lowered to $0.15 per share, the provision
limiting the conversion price adjustment to that of the Series C
Preferred Stock was removed, and an option to be repaid prior to
the maturity date in the event the Company raises capital in excess
of three million dollars was added. The Company also amended the
warrant issued in conjunction with the Convertible Promissory Note
reducing the exercise price to $0.15 and issued a new warrant to
purchase 400,002 shares of the Company's common stock with a $0.15
exercise price and a three year expiration.
About SpendSmart Networks
SpendSmart Networks provides proprietary loyalty systems and a
suite of digital engagement and marketing services that help local
merchants build relationships with consumers and drive revenue.
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 and website
development. 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.
SPRINT INDUSTRIAL: S&P Affirms 'CCC' CCR, Off Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has removed its
ratings on Houston-based Sprint Industrial Holdings LLC from
CreditWatch, where S&P had placed them with negative implications
on Feb. 17, 2016.
At the same time, S&P affirmed all of its ratings on the company,
including its 'CCC' corporate credit rating. The outlook is
negative.
"This rating action follows the completion of Sprint's waiver
agreement, which waives the default related to a covenant breach on
the company's revolver from Dec. 31, 2015, to June 30, 2016, and
increases the maximum first-lien senior secured leverage ratio on
the facility to 6.5x from 5.0x through Dec. 31, 2017," said
Standard & Poor's credit analyst Svetlana Olsha. "Although this
agreement provides the company with additional headroom under the
leverage ratio covenant on its revolver, Sprint continues to face
liquidity pressure because of its recent weak operating
performance." Based on S&P's forecast, Sprint will operate with
minimal borrowing capacity, thin cash levels, and less than 15% of
headroom under the covenant on its revolver over the next 12
months.
The negative outlook on Sprint reflects the possibility that S&P
could lower its ratings on the company if it appears inevitable
that it will default over the next six months.
S&P could lower its ratings on Sprint if a near-term default
becomes more likely because, for instance, S&P expects that the
company will struggle to meet its debt service requirements or
violate its covenants. One or both of these events could lead S&P
to the conclusion that a default, distressed exchange, or
redemption is inevitable.
S&P could revise its outlook on Sprint to positive or raise S&P's
ratings on the company if its operating performance improves
(increasing the availability under its revolver), the risk of a
covenant breach is low, and S&P is comfortable with its ability to
meet its debt-service requirements.
-- S&P valued the company based on an enterprise value
approach. The gross emergence enterprise value of
approximately $145 million is based on an emergence EBITDA
of $29 million and a valuation multiple of 5x.
-- S&P's simulated default scenario contemplates a default
occurring in 2017 based on its assumption of declining
demand from the company's key end markets and the loss of
some of its customers, which would cause its utilization to
decline.
-- S&P believes that Sprint's net enterprise value would be
sufficient to provide substantial (70%-90%; lower end of the
range) recovery prospects for the first-lien term loan
lenders and negligible (0%-10%) recovery prospects for the
second-lien term loan lenders after satisfying
administrative expenses of 5% at default.
-- Simulated year of default: 2017
-- EBITDA at emergence: $29 million
-- EBITDA multiple: 5x
ST. VINCENT'S HOSPITAL: NY Court Grants P. Kelleher Leave to Amend
------------------------------------------------------------------
The Appellate Division of the Supreme Court of New York, Second
Department, affirmed but modified the order of the Supreme Court,
Richmond County, dated November 3, 2008, by adding a provision
thereto granting the defendant Paul Kelleher leave to amend his
answer to add the affirmative defense of discharge in bankruptcy.
Diana Dixon filed an action for medical malpractice arising, in
part, from treatment allegedly rendered to her on June 10, 2005,
while she was a patient at St. Vincent's Hospital in Staten
Island.
The hospital moved for summary judgment dismissing the complaint on
the ground that Dixon failed to file a timely proof of claim in its
bankruptcy proceeding. Kelleher, a physician, separately moved for
summary judgment on the same ground, arguing that, as an employee
of the hospital, he was a "covered person" under the hospital's
bankruptcy plan.
The Supreme Court denied both motions on the ground that they had
waived their discharge in bankruptcy defense by failing to raise it
in an answer or pre-answer motion to dismiss.
On appeal by Kelleher, the Supreme Court of New York held that
although the Supreme Court properly denied Kelleher's motion for
summary judgment, it should have done so with leave to amend his
answer to add the affirmative defense of discharge in bankruptcy.
The court found that "Kelleher's affirmative defense of discharge
in bankruptcy is neither patently insufficient nor palpably devoid
of merit, and there would be little or no prejudice resulting from
any delay in granting leave to amend his answer to add this
affirmative defense."
The case is DIANA DIXON, Respondent, v. EDWIN M. CHANG, ETC., ET
AL., Defendants, PAUL KELLEHER, ETC., Appellant, 2008-11225, Index
No. 10442/07 (N.Y.).
A full-text copy of the Supreme Court of New York's March 16, 2016
decision and order is available at http://is.gd/WyCQk4from
Leagle.com.
Appellant is represented by:
Neil F. Schreffler, Esq.
VASLAS LEPOWSKY HAUSS & DANKE, LLP
201 Edward Curry Avenue, Suite 100
Staten Island, NY 10314
Tel: (718)761-9300
Fax: (718)761-9090
Email: nschreffler@vlhd-law.com
Respondent is represented by:
Gregory Green, Esq.
LAW OFFICES OF JOSEPH M. LICHTENSTEIN, P.C.
131 Mineola Boulevard
Mineola, NY 11501
Tel: (516)873-6300
Fax: (516)547-5978
STERIGENICS-NORDION HOLDING: S&P Rates New $120MM Sr. Sec. Notes B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' issue-level
rating to Sterigenics-Nordion Holdings LLC's proposed $120 million
senior secured notes, which will be pari passu with the first-lien
credit facility. The ratings on the existing senior secured debt
and the company's senior unsecured debt are unchanged.
The recovery rating on the company's first-lien term loan and the
proposed senior secured note are '3', reflecting S&P's expectation
for meaningful (50% to 70%; at the lower end of the range) recovery
in the event of payment default.
The company will use proceeds from the note issuance to fund
acquisitions.
The 'B' corporate credit rating continues to reflect the company's
narrow business focus and S&P's expectation that leverage will
remain above 7x. While favorably comparing in scale to its
immediate contract sterilization competitors, Sterigenics remains a
relatively small player in the broad outsourced contract services
space. The outlook is stable.
RATINGS LIST
Sterigenics-Nordion Holdings LLC
Corporate Credit Rating B/Stable/--
New Rating
Sterigenics-Nordion Holdings LLC
$120 Mil. Senior Secured Notes B
Recovery Rating 3L
SUTTON 58 OWNER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sutton 58 Owner LLC
428-432 East 58th Street
New York, NY 10022
Related Case: BH Sutton Mezz LLC
Case No.: 16-10834
Chapter 11 Petition Date: April 6, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Sean H. Lane
Debtor's Counsel: Joseph S. Maniscalco, Esq.
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Avenue
Wantagh, NY 11793
Tel: (516) 826-6500
Fax: (516) 826-0222
E-mail: jsm@lhmlawfirm.com
- and -
Jordan C. Pilevsky, Esq.
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Avenue
Wantagh, NY 11793
Tel: (516) 826-6500
Fax: (516) 826-0222
E-mail: jp@lhmlawfirm.com
Estimated Assets: $100 million to $500 million
Estimated Debts: $100 million to $500 million
The petition was signed by Joseph Beninati, managing member.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Adam Hakim Trade Debt $250,000
9 Dawson Court
Purchase, NY 10604
Bryan Cave LLP Legal Services $202,753
Corcoran Sunshine Trade Debt $440,000
660 Madison
Avenue 12th Fl.
New Yor, NY 10065
Cosentini Consulting Engineers Trade Debt $150,049
PO Box 911669
Denver, CO 80291
DeSimone Consulting Trade Debt $84,637
Engineering Group LLC
Douglas Elliman LLC Trade Debt $40,000
Eastern Consolidated Trade Debt $335,321
355 Lexington Avenue
New York, NY 10017
Eiseman Levine Legal Services $32,500
FP Architects New York Inc. Trade Debt $968,954
300 West 57th Street
New York, NY 10019
Gemini Residential LLC $12,084,000
Fischer Brothers
299 Park Ave 42nd Fl.
New York, NY 10171
Herrick, Feinstein LLP Legal Services $145,455
James F. Capalino Trade Debt $40,000
Assoc. Inc.
Jones Lang LaSalle Americas Trade Debt $1,892,250
c/o Barry E. Lichtenberg
200 Liberty Street 30th Fl.
New York, NY 10281
Langan Engineering Environmental Trade Debt $99,154
Pembrooke & Ives Trade Debt $558,966
Luxerious Interiors LLC
330 West 38th St Ste 1001
New York, NY 10018
Rick Stafford Trade Debt $74,500
Rowan Williams Davies & Irwin Trade Debt $41,600
Steven Meister, Esq. Trade Debt $44,160
Thornton Tomasetti Inc. Trade Debt $42,526
Tishman Construction Corp. Trade Debt $80,000
TREMONT AREA: S&P Lowers Rating on 2011 GO Bonds to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BBB-' on Tremont Area Park District, Ill.'s series 2011
general obligation (GO) alternate revenue source park bonds and
placed the rating on CreditWatch with negative implications.
"The rating action reflects our view of the district's negative
general fund modified cash balance at fiscal year-end 2015, ongoing
budget pressure, and continued exposure to a privately placed loan
with an immediate acceleration provision," said Standard & Poor's
credit analyst Jennifer Boyd.
The CreditWatch action reflects S&P's view of the insufficient
information that the district has provided, given S&P's concerns
about the reliability of the unaudited financial statements coupled
with the district's distressed financial position and exposure to
the immediate acceleration provision. Unless S&P receives audited
information on the district's financial position by April 15, 2016,
which S&P believes is unlikely, it anticipates suspending the
rating for insufficient information.
TRISTREAM EAST: Seeks Approval of $8 Million DIP Financing
----------------------------------------------------------
Tristream East Texas, LLC, sought permission from the Bankruptcy
Court to use cash collateral and to obtain a junior secured
postpetition financing of up to $8 million from Haddington Energy
Partners IV LP, as lender.
The Debtor proposed to grant the DIP Lender superpriority
administrative claims.
According to Court documents, the DIP Lender has agreed to provide
the DIP Facility to fund amounts necessary to continue operations
as the Debtor transitions to "warm idle" status pending resumption
of full operational status.
The DIP Facility will accrue interest at the rate of 18% per annum
on the unpaid balance.
"It is essential that the Debtor obtain financing necessary to
conduct a safe and orderly idling of the Debtor's business ... and
to otherwise satisfy working capital requirements. Without
immediate access to new borrowing relief, the Debtor's business
operations and this Case in general could be seriously
jeopardized," said Frank J. Wright, Esq., at Coats Rose, P.C.,
counsel to the Debtor.
The Debtor contends that the Prepetition First Lien Secured
Parties' interest in the Prepetition First Lien Collateral will be
adequately protected because the Debtor will, subject to the
Court's approval, offer the Prepetition First Lien Secured Parties
valid and perfected liens on the Prepetition Collateral.
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.
VALEANT PHARMACEUTICALS: Moody's Retains B2 CFR on Ad Hoc Comm.
---------------------------------------------------------------
Moody's Investors Service commented that the conclusion of the Ad
Hoc Committee of Valeant Pharmaceuticals International, Inc. with
no additional adverse findings is a positive development. There
are no changes to Valeant's ratings including the B2 Corporate
Family Rating, the Caa1-PD Probability of Default Rating, the Ba2
senior secured rating or the B3 senior unsecured rating at this
time. These ratings remain under review for downgrade.
"We view the completion of the Ad Hoc Committee, particularly its
statement that it has not identified any new accounting matters, as
a key gating item prior to the filing of Valeant's overdue 2015
Form 10-K report" stated Michael Levesque, Moody's Senior Vice
President.
Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
with expertise including branded dermatology, gastrointestinal
disorders, eye health, neurology, branded generics and OTC
products. Valeant reported approximately $10 billion in total
revenue for the 12 months ended Sept. 30, 2015.
VERSO CORP: Court Approves Sec. 503(b)(9) Claims Filing Protocol
----------------------------------------------------------------
At Verso Corporation, et al.'s behest, the U.S. Bankruptcy Court
for the District of Delaware established a deadline for the filing
of administrative claims pursuant to Section 503(b)(9) of the
Bankruptcy Code and protocol for filing of these claims.
Each person or entity, including governmental units, that asserts
an administrative expense against any Debtor for the value of any
materials sold to the Debtor in the ordinary course of business and
received by the Debtor within 20 days before the Petition Date, is
required to file an original signed Section 503(b)(9) Claim Request
so as to be actually received on or before the first business day
that is 30 days after service of the Section 503(b)(9) Bar Date
Notice.
Proofs of claim must be filed with the Debtors' claims and noticing
agent, Prime Clerk LLC:
Verso Corporation Claims Processing Center
c/o Prime Clerk LLC
830 3rd Avenue, 3rd Floor
New York, NY 10022
The Debtors will have 60 days from the Section 503(b)(9) Bar Date
to file with the Court objections to timely filed Section 503(b)(9)
Claims. Claimants will have 20 days from the Objection Deadline to
file with the Court their replies to the objections.
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.
VERSO CORP: Wants to Hire PJT Partners as Investment Banker
-----------------------------------------------------------
Verso Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ PJT Partners LP as
investment banker nunc pro tunc to the Petition Date.
PJT will among other things:
a. assist in the evaluation of the Debtors' business and
prospects;
b. assist in the development of the Debtors' long-term business
plan and related financial projections; and
c. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such.
Steven Zelin, a senior partner at PJT, tells the Court that the
Debtors agreed to pay PJT during the cases according to these
terms:
a) The Debtors will pay PJT a monthly advisory fee of $175,000,
in cash, with the first Monthly Fee payable upon the execution of
the Engagement Agreement by both parties and additional
installments of such Monthly Fee payable in advance on each monthly
anniversary of the Effective Date. Fifty percent of all Monthly
Fees beginning with the ninth Monthly Fee payment will be credited
against the Restructuring Fee.
b) The Debtors will pay PJT an additional fee equal to
$7,500,000. Except as otherwise provided, a Restructuring will be
deemed to have been consummated upon:
i. the binding execution and effectiveness of all necessary
waivers, consents, amendments or restructuring agreements
between the Debtors and their creditors necessary to
effectuate an out of court Restructuring involving the
compromise of the face amount of such Obligations or the
conversion of all or a substantial portion of such
Obligations into alternative securities, including
equity, in the case of an out-of-court restructuring; or
ii. the execution, confirmation and consummation of a Plan of
Reorganization pursuant to a final order of the
Bankruptcy Court no longer subject to appeal, rehearing,
reconsideration or petition for certiorari, in the case
of an in-court restructuring.
The Restructuring Fee will be earned and payable, in immediately
available funds, upon consummation of the Restructuring; provided,
that, notwithstanding anything to the contrary set forth herein,
the Restructuring Fee will be reduced by an amount equal to the sum
of:
i. one-half of the aggregate amount of the Monthly Fees paid
to PJT following the nine-month anniversary of the Effective Date;
ii. 25% of any Transaction Fee earned and payable, unless such
Transaction Fee is earned due to a Transaction in which all or
substantially all of the assets of the Debtors are sold, merged, or
otherwise disposed of, in which case the Restructuring Fee will be
reduced by 100% of the Transaction Fee;
iii. 25% of any Capital Raising Fee earned and payable, unless
such Capital Raising Fee is earned due to a financing
transaction in which all or substantially all of the
capital raised is raised from existing equity security
holders, in which case the Restructuring Fee will be
reduced by 50% of the Capital Raising Fee;
iv. 25% of any Opinion Fee earned and payable; and
v. 100% of any Amendment Fee earned and payable.
c) The Debtors will pay PJT a capital raising fee for any
financing arranged by PJT, at the Debtors' request, earned and
payable upon the initial funding of such financing pursuant to
definitive financing documentation. The Capital Raising Fee will
be calculated as 1.0% of the total issuance size for senior debt
financing, 3.0% of the total Issuance size for junior debt
financing, and 5.0% of the issuance amount for equity financing it
being understood that, if financing arranged by PJT (and use of
proceeds generated from such financing) is the only Restructuring
undertaken, PJT, in its sole discretion, may choose to be paid
either the Capital Raising Fee or the Restructuring Fee, but not
both. PJT will not earn any fee under the Engagement Agreement
related to any financing in which Verso Androscoggin Power LLC is
the sole borrower or any financing by existing creditors of the
Debtors and its affiliates as of the date of such financing.
a) Transaction Fee:
i. Upon the consummation of a Transaction for less than all
or substantially all of the Debtors' assets, the Debtors
will pay a transaction fee payable in cash directly out
of the gross proceeds of the Transaction calculated based
on these scale:
a. 2.00% of Consideration10 up to $100,000,000; plus
b. 1.00% of Consideration between $100,000,000 and
$500,000,000; plus
c. 0.75% of Consideration above $500,000,000.
ii. Upon the consummation of a Transaction for all or
substantially all of the Debtors' assets or all of the
equity interests in the Debtors, a Transaction Fee
payable in cash directly out of the gross proceeds of
such Transaction equal to 0.75% of the Consideration
received by the Debtors or their shareholders in
connection with such Transaction.
b) Amendment Fee: The Debtors will pay PJT an amendment fee of
$500,000, payable in cash upon the effectiveness of any amendment
to any material terms of any Obligations.
c) Opinion Fee: If PJT renders an Opinion, the Debtors will pay
PJT an opinion fee, in the amount of $1,500,000, payable in cash
upon delivery of the Opinion to the Debtors' Board of Directors;
provided, that, notwithstanding anything to the contrary herein, in
no circumstances will more than one Opinion Fee be payable
(including the circumstance in which PJT renders more than one
Opinion during the course of its engagement hereunder).
d) Expenses: The Debtors will reimburse PJT for all reasonable
and documented out-of-pocket expenses incurred during this
engagement, including, but not limited to, travel and lodging,
direct identifiable data processing, document production,
publishing services and communication charges, courier services,
working meals, reasonable and documented fees and expenses of PJT's
outside counsel engaged with the Debtors' written consent (which
consent will not be unreasonably withheld, conditioned or delayed)
and other necessary expenditures, payable upon rendition of
invoices setting forth in reasonable detail the nature and amount
of such expenses. In connection therewith the Debtors will pay PJT
on the Effective Date and maintain thereafter a $10,000 expense
advance for which PJT will account upon termination of the
Engagement Agreement; provided, that reimbursement for such fees
and expenses will not exceed $60,000 in the aggregate prior to the
date that the Debtors file for Chapter 11. For the avoidance of
doubt, there will be no limitation on the amount of reimbursement
for such expenses incurred after the date that the Debtors file for
chapter 11.
Prior to the Petition Date, according to the Debtors' books and
records, the Debtors paid PJT $1,128,225 for fees and estimated
expenses during the 90-day period before the Petition Date,
including an expense advance of $10,000. Given the timing of the
filing, PJT was unable to account for all expenses it incurred
before the filing date. To the extent amounts paid by the Debtors
to PJT prior to the filing exceed amounts incurred by PJT, such
excess will be credited to amounts incurred postpetition. Further,
to the extent amounts paid by the Debtors to PJT prior to the
filing are less than amounts incurred by PJT, PJT will waive its
rights to any deficiency.
To the best of the Debtors' knowledge, PJT is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
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.
VKI HOLDINGS: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: VKI Holdings, LLC
5002 Elpine Way
Palm Beach Gardens, FL 33418
Case No.: 16-14900
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Paul G. Hyman, Jr.
Debtor's Counsel: Aaron A Wernick, Esq.
FURR & COHEN
2255 Glades Rd # 337W
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
E-mail: awernick@furrcohen.com
Total Assets: $484,757
Total Liabilities: $1.32 million
The petition was signed by Sriram Srinivasan, managing member.
The Debtor listed Deutsche Bank National Trust Company as its
largest unsecured creditor holding a claim of $417,364.
A copy of the petition is available for free at:
http://bankrupt.com/misc/flsb16-14900.pdf
VKI VENTURES: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: VKI Ventures, LLC
5002 Elpine Way
Palm Beach Gardens, FL 33418
Case No.: 16-14898
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Paul G. Hyman, Jr.
Debtor's Counsel: Aaron A Wernick, Esq.
FURR & COHEN
2255 Glades Rd # 337W
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
E-mail: awernick@furrcohen.com
Total Assets: $484,757
Total Liabilities: $1.32 million
The petition was signed by Sriram Srinivasan, managing member.
The Debtor listed Deutsche Bank National Trust Company as its
largest unsecured creditor holding a claim of $417,364.
A copy of the petition is available at no charge at:
http://bankrupt.com/misc/flsb16-14898.pdf
WINSWAY ENTERPRISES: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: Cao Xinyi
Chapter 15 Debtor: Winsway Enterprises Holdings Limited
f/k/a Winsway Coking Coal Holdings Limited
10 Hongdazhonglu
Business Development Area
Beijing BEJ, 100176
People's Republic of China
Chapter 15 Case No.: 16-10833
Type of Business: Processes and trades in coking coal
Chapter 15 Petition Date: April 6, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Martin Glenn
Chapter 15 Petitioner's Counsel: Michael J. Venditto, Esq.
Sarah K. Kam, Esq.
REED SMITH LLP
599 Lexington Avenue
New York, NY 10022
Tel: (212) 205-6081
Fax: 212-521-5450
E-mail: mvenditto@reedsmith.com
skam@reedsmith.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
WINSWAY ENTERPRISES: Files for Chapter 15 Protection in New York
----------------------------------------------------------------
Winsway Enterprises Holdings Limited has initiated a case under
Chapter 15 of the Bankruptcy Code, seeking recognition in the
United States of a proceeding currently pending in Hong Kong. The
petition was filed by Cao Xinyi as Winsway's foreign
representative, with authorization from the Board of Directors.
Winsway commenced a scheme of arrangement pursuant to sections 673
and 674 of the Companies Ordinance (Cap 622) of Hong Kong before
the High Court of the Hong Kong Special Administrative Region by
filing its originating summons with the Hong Kong Court on Feb. 26,
2016. The subject of the Scheme is to restructure approximately
US$350,000,000 in principal amount of outstanding notes plus
interest. According to Court documents, the Scheme is supported by
holders of US$257,281,000 Notes, representing approximately 83% by
value of the outstanding principal amount of the Notes.
Pursuant to a New York law-governed indenture dated April 8, 2011,
Winsway, with 14 related entities, issued US$500,000,000 in 8.5%
senior notes due in 2016. The Notes are supported by guarantees of
certain of Winsway's subsidiaries and a charge over the shares of
each Subsidiary Guarantor.
At Winsway's request, the Hong Kong Court entered an order
convening a meeting of creditors on May 3, 2016, to vote on the
Scheme. For the Scheme to be considered approved, it must get the
support from at least 75 per cent (by value) of the claims of each
class of creditors present and voting (whether in person or by
proxy) at the Scheme Meeting. In the Debtor's case, there is only
one class of creditors for voting purposes; that class is comprised
entirely of creditors holding beneficial interests in the Notes.
If the Scheme is approved at the Scheme Meeting, the Hong Kong
Court will conduct a fairness and sanctioning hearing on May 17,
2016, to determine whether to sanction the Scheme. A condition
precedent to the Scheme becoming fully effective and operational is
the entry of an order of the Bankruptcy Court recognizing the Hong
Kong Proceeding under Chapter 15. Accordingly, the Petitioner
requests that the Bankruptcy Court schedule a hearing prior to May
5, 2016.
"If the Restructuring as contemplated by the Scheme and other
Restructuring Documents is not given effect in the United States,
there is a risk that dissident Scheme Creditors could bring
proceedings in the United States against Winsway, the Subsidiary
Guarantors and/or other parties protected by the Scheme and the
Restructuring Documents based upon the Indenture's provisions
consenting to jurisdiction in New York," said Michael J. Venditto,
Esq., at Reed Smith LLP, attorney for the Petitioner.
As at Feb. 25, 2016, the Debtor owed Winsway Coking Coal Logistics
Co. Limited HK$326,869 and Winsway Resources (HK) Holdings Ltd
approximately HK$316,330,668, Court document shows.
Winsway Enterprises Holdings Limited, together with its
subsidiaries, processes and trades in coking coal and other
products in the People's Republic of China and internationally. The
company manages and operates coal processing plants. It also
provides logistics services. The company was formerly known as
Winsway Coking Coal Holdings Limited and changed its name to
Winsway Enterprises Holdings Limited in June 2014. Winsway
Enterprises Holdings Limited was incorporated in 2007 and is
headquartered in Beijing, the People's Republic of China
The Chapter 15 case, filed in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 16-10833)
on April 6, 2016, is assigned to Judge Martin Glenn.
WRIGHTWOOD GUEST: Court OKs Wilshire Partners as Accountant
-----------------------------------------------------------
Richard J. Laski, the Chapter 11 trustee of Wrightwood Guest Ranch,
LLC sought and obtained permission from the Hon. Scott C. Clarkson
of the U.S. Bankruptcy Court for the Central District of California
to employ Wilshire Partners of CA, LLC as accountant, effective
January 20, 2016.
The Trustee requires the assistance of Wilshire Partners to
prepare, maintain and update the Debtor's accounting and banking
records, to assist with the filing of tax returns and preparation
of other financial information as necessary, to update the Debtor's
Schedules of Assets and Liabilities, if necessary, to prepare the
required Monthly Operating Reports, to prepare financial forecasts
to support a possible reorganization plan, and to provide other
accounting services as may be required by the Trustee for the
benefit of the estate.
Wilshire Partners will charge the bankruptcy estate $165 per hour
for the accounting services provided by Amy Thibodeaux.
Wilshire Partners will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Richard J. Laski, managing director and owner of Wilshire Partners,
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.
Wilshire Partners can be reached at:
Richard J. Laski
WILSHIRE PARTNERS OF CA, LLC
470 Maylin Street
Pasadena, CA 91105
Tel: (716) 868-8483
E-mail: rlaski@wilshirellc.com
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."
X K SPORTS: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: X K Sports, LLC
c/o XiaoKui Ma
43096 Unison Knoll Circle
Ashburn, VA 20148
Case No.: 16-11220
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 5, 2016
Court: United States Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Hon. Brian F. Kenney
Debtor's Counsel: Thomas F. DeCaro, Jr., Esq.
DECARO & HOWELL P.C.
14406 Old Mill Rd.,#201
Upper Marlboro, MD 20772
Tel: 301-464-1400
E-mail: tfd@erols.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by XiaoKui Ma, managing member.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb16-11220.pdf
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Alicia Beard
Bankr. N.D. Cal. Case No. 16-50855
Chapter 11 Petition filed March 23, 2016
Represented by: Nam H. Le, Esq.
JAURIGUE LAW GROUP
E-mail: nam@jlglawyers.com
In re Edward Henry Fontaine, Jr
Bankr. N.D. Cal. Case No. 16-50858
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/canb16-50858.pdf
Filed Pro Se
In re Douglas Dixon
Bankr. M.D. Fla. Case No. 16-02453
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/flmb16-02453.pdf
represented by: Annette C Escobar, Esq.
ASTIGARRAGA DAVIS MULLINS GROSSMAN
E-mail: aescobar@astidavis.com
In re Restoration House Empowerment Ministries International, Inc.
Bankr. S.D. Fla. Case No. 16-14093
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/flsb16-14093.pdf
represented by: Brett A Elam, Esq.
FARBER + ELAM, LLC
E-mail: belam@brettelamlaw.com
In re FBM Leasing Corp.
Bankr. S.D. Fla. Case No. 16-14099
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/flsb16-14099.pdf
represented by: Brett A Elam, Esq.
FARBER + ELAM, LLC
E-mail: belam@brettelamlaw.com
In re Christopher Martin Ridgeway
Bankr. E.D. La. Case No. 16-10643
Chapter 11 Petition filed March 23, 2016
Represented by: Robin B. Cheatham, Esq.
Adams & Reese LLP
E-mail: cheathamrb@arlaw.com
In re Corbertt Ray Landry
Bankr. W.D. La. Case No. 16-20240
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/lawb16-20240.pdf
represented by: Gerald J. Casey, Esq.
E-mail: ECF@caseylaw.net
In re Arch Properties I, LLC
Bankr. W.D. Mo. Case No. 16-20231
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/mowb16-20231.pdf
represented by: Gwendolyn Froeschner Hart, Esq.
SHURTLEFF, FROESCHNER & BUNN LLC
E-mail: gwenf@tranquility.net
In re Kirby Brothers, Inc.
Bankr. D.N.J. Case No. 16-15442
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/njb16-15442.pdf
represented by: David A. Kasen, Esq.
KASEN & KASEN
E-mail: dkasen@kasenlaw.com
In re Victor Inwang
Bankr. E.D.N.Y. Case No. 16-41156
Chapter 11 Petition filed March 23, 2016
Filed Pro Se
In re Au Cafe, Inc.
Bankr. S.D.N.Y. Case No. 16-10682
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/nysb16-10682.pdf
represented by: Robert Leslie Rattet, Esq.
HERRICK, FEINSTEIN LLP
E-mail: rrattet@herrick.com
In re Laurence V Lubin and Susan D Lubin
Bankr. S.D.N.Y. Case No. 16-22376
Chapter 11 Petition filed March 23, 2016
represented by: Richard G. Gertler, Esq.
GERTLER LAW GROUP, LLC
E-mail: gertler@gertlerlawgroup.com
[ http://gertlerlawgroup.com/]
In re Power Trans Corp.
Bankr. D.P.R. Case No. 16-02276
Chapter 11 Petition filed March 23, 2016
See http://bankrupt.com/misc/prb16-02276.pdf
represented by: Alexis A Betancourt Vincenty, Esq.
LUGO MENDER GROUP LLC
E-mail: a_betancourt@lugomender.com
In re Deborah F. Chantarumporn
Bankr. M.D. Tenn. Case No. 16-02034
Chapter 11 Petition filed March 23, 2016
Represented by: PAUL E. JENNINGS, Esq.
PAUL E. JENNINGS LAW OFFICES, PC
E-mail: paulejennings@bellsouth.net
In re Keven D Shaw
Bankr. S.D. Ala. Case No. 16-00980
Chapter 11 Petition filed March 24, 2016
Represented by: Robert M. Galloway, Esq.
GALLOWAY WETTERMARK EVEREST RUTENS
E-mail: bgalloway@gallowayllp.com
In re Anthony Armao
Bankr. S.D. Fla. Case No. 16-14171
Chapter 11 Petition filed March 24, 2016
represented by: Patrick S. Scott, Esq.
Email: patrick.scott@gray-robinson.com
In re RLB Friendship, LLC
Bankr. N.D. Ga. Case No. 16-55237
Chapter 11 Petition filed March 24, 2016
See http://bankrupt.com/misc/ganb16-55237.pdf
represented by: Rodney L. Eason, Esq.
THE EASON LAW FIRM
E-mail: reason@easonlawfirm.com
In re AJR Peakview, Inc.
Bankr. S.D. Iowa Case No. 16-00580
Chapter 11 Petition filed March 24, 2016
See http://bankrupt.com/misc/iasb16-00580.pdf
represented by: Robert C Gainer, Esq.
CUTLER LAW FIRM
E-mail: rgainer@cutlerfirm.com
In re Tim H Rose
Bankr. D. Md. Case No. 16-13884
Chapter 11 Petition filed March 24, 2016
Represented by: Charles C. Iweanoge, Esq.
THE IWEANOGES' FIRM, PC
E-mail: cci@iweanogesfirm.com
In re Michele R. Sparrow
Bankr. E.D.N.C. Case No. 16-01550
Chapter 11 Petition filed March 24, 2016
represented by: Vicki L. Parrott, Esq.
NORTHEN BLUE, LLP
E-mail: vlp@nbfirm.com
In re Robert John Donovan and Debra Lynn Donovan
Bankr. E.D.N.C. Case No. 16-01557
Chapter 11 Petition filed March 24, 2016
represented by: Richard Preston Cook, Esq.
RICHARD P. COOK, PLLC
E-mail: capefeardebtrelief@gmail.com
In re WRWM Partnership, LLC
Bankr. E.D. Pa. Case No. 16-11997
Chapter 11 Petition filed March 24, 2016
See http://bankrupt.com/misc/paeb16-11997.pdf
represented by: Thomas Daniel Bielli, Esq.
BIELLI & KLAUDER, LLC
E-mail: tbielli@bk-legal.com
In re David Gonzalez Suarez and Maria Nino Santos
Bankr. D.P.R. Case No. 16-02295
Chapter 11 Petition filed March 24, 2016
represented by: Jacqueline Hernandez Santiago, Esq.
E-mail: quiebras1@gmail.com
In re Trinity Construction of Virginia, LLC
Bankr. W.D. Va. Case No. 16-50281
Chapter 11 Petition filed March 24, 2016
See http://bankrupt.com/misc/vawb16-50281.pdf
represented by: Beth C Driver, Esq.
HOOVER PENROD PLC
E-mail: bdriver@hooverpenrod.com
In re PK Golden Lion
Bankr. W.D. Wash. Case No. 16-41260
Chapter 11 Petition filed March 24, 2016
See http://bankrupt.com/misc/wawb16-41260.pdf
represented by: Jason E Anderson, Esq.
LAW OFFICE OF JASON E ANDERSON
E-mail: jason@jasonandersonlaw.com
In re P.E. Investment, LLC
Bankr. E.D. Ark. Case No. 16-11630
Chapter 11 Petition filed March 25, 2016
See http://bankrupt.com/misc/areb16-11630.pdf
represented by: Sheila F. Campbell, Esq.
SHEILA CAMPBELL, P.A.
E-mail: campbl@sbcglobal.net
In re Susan Elizabeth Hernandez
Bankr. C.D. Cal. Case No. 16-13813
Chapter 11 Petition filed March 25, 2016
represented by: Onyinye N Anyama, Esq.
ANYAMA LAW FIRM
E-mail: onyi@anyamalaw.com
In re James Emerson Davis
Bankr. N.D. Cal. Case No. 16-10249
Chapter 11 Petition filed March 25, 2016
Represented by: Michael C. Fallon, Esq.
LAW OFFICES OF MICHAEL C. FALLON
E-mail: mcfallon@fallonlaw.net
In re Sylvester King, Jr.
Bankr. S.D. Fla. Case No. 16-14224
Chapter 11 Petition filed March 25, 2016
Represented by: Kenneth S Rappaport, Esq.
Email: office@rorlawfirm.com
In re West Cabinet, Inc.
Bankr. E.D. Ky. Case No. 16-60324
Chapter 11 Petition filed March 25, 2016
See http://bankrupt.com/misc/kyeb16-60324.pdf
represented by: Jamie L. Harris, Esq.
DELCOTTO LAW GROUP PLLC
E-mail: jharris@dlgfirm.com
In re Todd Lee Hennings
Bankr. D. Md. Case No. 16-13935
Chapter 11 Petition filed March 25, 2016
represented by: Kimberly D. Marshall, Esq.
E-mail: somdbankruptcy@aol.com
In re Rena J Getchell
Bankr. D. Me. Case No. 16-10173
Chapter 11 Petition filed March 25, 2016
See http://bankrupt.com/misc/meb16-10173.pdf
represented by: Andrew J. Kull, Esq.
MITTELASEN, LLC
E-mail: akull@mittelasen.com
In re Pinzimino Trattoria of LBI, LLC
Bankr. D.N.J. Case No. 16-15701
Chapter 11 Petition filed March 25, 2016
See http://bankrupt.com/misc/njb16-15701.pdf
represented by: Carol A. Slocum, Esq.
KLEHR HARRISON HARVEY BRANZBURG & ELLERS
E-mail: cslocum@klehr.com
In re Grand Abbaco Development of Village West Corp.
Bankr. S.D. Fla. Case No. 16-14286
Chapter 11 Petition filed March 27, 2016
See http://bankrupt.com/misc/flsb16-14286.pdf
represented by: Michael Marcer, Esq.
MARRERO, CHAMIZO, MARCER LAW, LP
E-mail: Bankruptcy@marrerolawfirm.com
In re RWH Contracting, Inc.
Bankr. D. Md. Case No. 16-13958
Chapter 11 Petition filed March 27, 2016
See http://bankrupt.com/misc/mdb16-13958.pdf
represented by: David J. Kaminow, Esq.
MEISELMAN, SALZER, INMAN & KAMINOW, PC
E-mail: dkaminow@kamlaw.net
In re D. Noel Candland
Bankr. D. Ariz. Case No. 16-03105
Chapter 11 Petition filed March 28, 2016
represented by: Allen D. Butler, Esq.
LAW OFFICE OF ALLEN D. BUTLER PC
E-mail: abutleraz@gmail.com
In re A Greener Globe
Bankr. E.D. Cal. Case No. 16-21900
Chapter 11 Petition filed March 28, 2016
Represented by: W. Steven Shumway, Esq.
In re Lenny Shtab and Alla Shilman
Bankr. E.D.N.Y. Case No. 16-41274
Chapter 11 Petition filed March 28, 2016
Represented by: Alla Kachan, Esq.
E-mail: alla@kachanlaw.com
In re Maria's Mont Blanc Restaurant
Bankr. S.D.N.Y. Case No. 16-10742
Chapter 11 Petition filed March 28, 2016
See http://bankrupt.com/misc/nysb16-10742.pdf
Filed Pro Se
In re Shahnaz Vazin
Bankr. C.D. Cal. Case No. 16-13976
Chapter 11 Petition filed March 29, 2016
Represented by: Daniel King, Esq.
GENESIS LAW GROUP
E-mail: dking@TheGenesisLaw.com
In re Nilsa Quintana
Bankr. C.D. Cal. Case No. 16-13988
Chapter 11 Petition filed March 29, 2016
See http://bankrupt.com/misc/cacb16-13988.pdf
represented by: Anthony Obehi Egbase, Esq.
LAW OFFICES OF ANTHONY O EGBASE & ASSOC
E-mail: info@anthonyegbaselaw.com
In re Peter Dat Kham Ha
Bankr. N.D. Cal. Case No. 16-30331
Chapter 11 Petition filed March 29, 2016
See http://bankrupt.com/misc/canb16-30331.pdf
represented by: Nancy Weng, Esq.
TRINH LAW
E-mail: nweng@trinhlawfirm.com
In re Scout Ahead, LLC
Bankr. D. Mass. Case No. 16-11101
Chapter 11 Petition filed March 29, 2016
See http://bankrupt.com/misc/mab16-11101.pdf
represented by: Nina M. Parker, Esq.
PARKER & ASSOCIATES
E-mail: nparker@ninaparker.com
In re LC Electric, A New Mexico Limited Liability Company
Bankr. D.N.M. Case No. 16-10753
Chapter 11 Petition filed March 29, 2016
See http://bankrupt.com/misc/nmb16-10753.pdf
represented by: R Trey Arvizu III, Esq.
ARVIZULAW.COM, LTD.
E-mail: trey@arvizulaw.com
In re Grigory Shtender
Bankr. E.D.N.Y. Case No. 16-41281
Chapter 11 Petition filed March 29, 2016
represented by: Alla Kachan, Esq.
E-mail: alla@kachanlaw.com
In re Elizardo Matos Cruz
Bankr. D.P.R. Case No. 16-02354
Chapter 11 Petition filed March 29, 2016
represented by: Luis D Flores Gonzalez, Esq.
LUIS D FLORES GONZALEZ LAW OFFICE
E-mail: ldfglaw@coqui.net
In re Jon P. Simpson and Mika L. Simpson
Bankr. N.D. Tex. Case No. 16-41186
Chapter 11 Petition filed March 29, 2016
represented by: Christopher J. Moser, Esq.
QUILLINGSELANDER LOWNDS WINSLETT & MOSER
E-mail: cmoser@qslwm.com
In re Fairfax Crossing LLC
Bankr. N.D.W. Va. Case No. 16-
Chapter 11 Petition filed March 29, 2016
See http://bankrupt.com/misc/wvnb16-00274.pdf
represented by: Tate Morgan Russack, Esq.
RLC, PA
E-mail: Tate@russack.net
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***