/raid1/www/Hosts/bankrupt/TCR_Public/160411.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, April 11, 2016, Vol. 20, No. 102
Headlines
1111 MYRTLE AVENUE: Asks Extension of Plan Filing Date to July 27
ABEINSA HOLDING: Case Summary of 3 Additional Affiliates
ABEINSA HOLDING: Court OKs Prime Clerk as Claims & Noticing Agent
ADELPHIA COMMUNICATIONS: Extends Exchange Offers Until April 14
AEGIS TOXICOLOGY: S&P Affirms 'B' CCR & Revises Outlook to Neg.
AJR PEAKVIEW: U.S. Trustee Wants Chapter 11 Trustee Appointed
ALLY FINANCIAL: Fitch Affirms 'BB+' LT Issuer Default Rating
ALLY FINANCIAL: Offering $300M 5.750% Subordinated Notes Due 2025
ALLY FINANCIAL: Offering $600M of 4.250% Senior Notes Due 2021
AMERICAN HOSPICE: Needs Until May 9 to File Schedules
AMERICAN HOSPICE: Says Patient Care Ombudsman Not Necessary
AMERICAN NATIONAL: U.S. Trustee Forms 3-Member Committee
AMPLIPHI BIOSCIENCES: Holders Elect to Convert Preferred Shares
ANACOR PHARMACEUTICALS: Sells $288 Million Convertible Notes
APOLLO MEDICAL: Network Medical Reports 36.7% Stake as of March 30
ARCH COAL: Bank Debt Trades at 65% Off
ARCH COAL: Blackacre Approved as Committee's Coal Consultant
ARCH COAL: Committee Retains Spencer Fane as Local Counsel
ARCH COAL: Kramer Levin Approved as Committee Counsel
ASPECT SOFTWARE: Hires AlixPartners as Financial Advisor
ASPECT SOFTWARE: Taps Ernst & Young as Auditors and Tax Advisors
ASPECT SOFTWARE: Taps Prime Clerk as Administrative Advisor
ASTORIA FINANCIAL: Fitch Maintains 'B' Preferred Stock Rating
ATK OILFIELD: Files Temporary Restraining Order vs. U.S. Creditors
ATK OILFIELD: Seeks Joint Administration of Cases
ATLANTIC CITY, NJ: Council in Political Standoff with Governor
AUTHENTIDATE HOLDING: Common Stock Delisted From NASDAQ
AXION INTERNATIONAL: Seeks Extension of Exclusive Period to June 29
BALMORAL RACING: Winds Down Remaining Operations
BEYOND THE RACK: Can Restructure Under CCAA; RAG Named as Monitor
BILL BARRETT: Egan-Jones Cuts Sr. Unsecured Rating to C From CC
BRIDGE CLUB: Court Affirms Order Granting Abram's Atty Fees
BSA INTERNATIONAL: Bankr. Ct. Doesn't Approve Disclosure Statement
BURCON NUTRASCIENCE: Obtains $2-Mil. Financing from ITC Unit
CAESARS ENTERTAINMENT: Bank Debt Trades at 8% Off
CCO HOLDINGS: Fitch Rates New $1-Bil. Sr. Unsecured Notes 'BB-'
CCO HOLDINGS: S&P Rates Proposed $1BB Sr. Unsecured Notes 'BB-'
CHAMPION INDUSTRIES: Amends Schedule 13E-3 Transaction Statement
CHAPARRAL ENERGY: Moody's Lowers PDR to C-PD/LD
CINCINNATI TERRACE: Sec. 341(a) Meeting Rescheduled to April 13
CINCINNATI TERRACE: Seeks to Employ Newmark Grubb as Broker
CLAIRE'S STORES: Moody's Cuts Corporate Family Rating to Caa3
COLUMBIA HOSPITALITY: Asks Court Approval of Cash Collateral Use
COLUMBIA HOSPITALITY: Hires Gwen Froeschner Hart as Attorney
COLUMBIA HOSPITALITY: Secured Creditor Seeks Relief from Stay
COMBIMATRIX CORP: Bard Associates Holds 15.7% Stake
COMMUNICATIONS SALES: Bank Debt Trades at 4% Off
CROWN MEDIA: Hallmark Cards Holds 90.3% of Class A Shares
CYTORI THERAPEUTICS: Offering Units Subscription Rights
D & D WARNER: Case Summary & Unsecured Creditor
DIAMONDHEAD CASINO: Recurring Losses Cue Going Concern Doubt
DIME COMMUNITY I: Fitch Affirms 'BB-' Trust Preferred Ratings
DOLPHIN DIGITAL: Obtains $5.38 Million From Private Placement
ELBIT IMAGING: Settles Class Action for NIS 46 Million
ELEPHANT TALK: Names Erik Kloots Principal Accounting Officer
EMIGRANT BANCORP: Fitch Affirms Then Withdraws 'BB' IDR
EPICOR SOFTWARE: Bank Debt Trades at 6% Off
F-SQUARED INVESTMENT: Only Lead Case Remains Open
FINIS INVESTMENTS: U.S. Trustee Unable to Appoint Committee
FORESIGHT ENERGY: Forbearance Agreements Extended Until April 12
FOREST PARK REALTY: Objects to Sabra's Adequate Protection Bid
FORTESCUE METALS: Bank Debt Trades at 16% Off
FOUNTAINS OF BOYNTON: U.S. Trustee Unable to Appoint Committee
FRED FULLER: Court Rejects Disclosure Statement
FRED FULLER: U.S. Trustee Wants Case Converted to Chapter 7
FREDDIE MAC: Fed. Cir. Requests More Briefing in Piszel v. U.S.
FRIENDFINDER NETWORKS: SSG Helps Sell Penthouse to Reduce Leverage
GOODRICH PETROLEUM: Holders' Election Deadline Was April 8
GREENBRIER ENTERPRISES: Case Summary & 11 Unsecured Creditors
GREENSHIFT CORP: KCG Americas Reports 6.09% Equity Stake
GREIF INC: Egan-Jones Cuts Sr. Unsecured Rating to BB From BB+
GRIZZLY CATTLE: Debtor Asks Bankr. Court to Appoint an Examiner
HAMPSHIRE GROUP: Forbearance Agreements Extended Until April 18
HAMPSHIRE GROUP: Needs More Time to File 2015 Annual Report
HANGER INC: Egan-Jones Gives "No Rating" Status to Unsecured Debt
HARLEM PARK HOLDING: 1800 Mezz To Hold Public Auction on April 20
HCSB FINANCIAL: Labels 905,315 Shares as Series A Pref. Stock
HEALTH NET: A.M. Best Affirms bb ICR & bb Rating on $400MM Notes
HUB INTERNATIONAL: Bank Debt Trades at 3% Off
IHEARTCOMMUNICATIONS INC: Julia Donnelly Quits as Director
IMPLANT SCIENCES: Debt Maturities Extended Until June 2016
INFORMATICA CORP: Bank Debt Trades at 2% Off
INTERNATIONAL WIRE: S&P Lowers CCR to 'B', Outlook Negative
INVENTIV HEALTH: Files Registration Statement on Form S-1
ISIGN SOLUTIONS: Incurs $7.61 Million Net Loss in 2015
ISTAR FINANCIAL: Diamond Hill Reports 10% Stake
J. CREW: Bank Debt Trades at 22% Off
JEMSEK CLINIC: BCBSNC's Bid to Stay Enforcement of Judgment OK'd
KLD ENERGY: Hires Husch Blackwell as Bankruptcy Counsel
KU6 MEDIA: Shanda Pictures Holds 70% of Ordinary Shares
LIFE PARTNERS: Hersh Represents 114 Small Individual Investors
LINN ENERGY: Egan-Jones Cuts Sr. Unsecured Debt Rating to C
LOMA LINDA: Fitch Assigns 'BB+' Rating on $883MM Revenue Bonds
LOMA LINDA: S&P Cuts Rev. Debt Rating to BB on Weaker Fin. Profile
LOUISIANA PELLETS: Seeks April 28 Extension to File Schedules
M/I HOMES: Egan-Jones Cuts Commercial Paper Rating to B From A3
MADDOX FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
MALLINCKRODT GROUP: Bank Debt Trades at 4% Off
MASON'S TRANSPORT: U.S. Trustee Unable to Appoint Committee
MCGAHAN FAMILY: U.S. Trustee Unable to Appoint Committee
METINVEST BV: Court Grants Petition to Recognize Restructuring
MGM RESORTS: Prices $1.05 Billion Senior Notes Offering by Unit
MIDWAY GOLD: Asks Court to Extend Plan Filing Date to June 16
MIDWAY GOLD: Seeks to Sell Remaining Assets
MIDWAY GOLD: Sure Steel Asks Court to Allow MDW Claim as Timely
MILESTONE SCIENTIFIC: Reports $5.5 Million Net Loss for 2015
MOLYCORP INC: Mineral Debtors Seek Ch. 7 Conversion of Cases
NEW WORLD CONDOMINIUM: U.S. Trustee Unable to Appoint Committee
NEW YORK TIMES: Egan-Jones Hikes Sr. Unsecured Debt Rating From B
NEWBURY COMMON: Patriot Bank Loses Bid to Transfer Cases
NORANDA ALUMINUM: Can Employ Ernst & Young as Auditor
NORANDA ALUMINUM: Can Employ Paul Weiss as Attorneys
NORANDA ALUMINUM: Can Reject Sherwin Bauxite Sales Agreement
NORANDA ALUMINUM: Employs Carmody MacDonald as Local Counsel
NORANDA ALUMINUM: June 2 Auction for Downstream Business
NORANDA ALUMINUM: Sherwin Seeks Coordination of Texas, Mo. Courts
OHIO VALLEY: Moody's Lowers Rating on $25MM Debt to B2
PACIFIC RECYCLING: Seeks to Extend Plan Filing Date to June 30
PACIFIC SUNWEAR: Adage Capital No Longer Owns Common Shares
PACIFIC SUNWEAR: Asks Court to Set POC Filing Deadlines
PACIFIC SUNWEAR: Hires Prime Clerk as Claims and Noticing Agent
PACIFIC SUNWEAR: Meeting to Form Creditors' Panel Set for April 19
PALMAZ SCIENTIFIC: Gets Interim Approval to Hire Gerbsman
PANDA TEMPLE: S&P Puts Project Finance's 'B' Rating on Watch Neg.
PATELKA DENTAL: Case Summary & 20 Largest Unsecured Creditors
PHOTOMEDEX INC: Incurs $34.6 Million Net Loss in 2015
PICO HOLDINGS: Activist Bloggers Criticize Hart Compensation
POST HOLDINGS: Egan-Jones Hikes Sr. Unsecured Rating to B From B-
PREMIER GOLF: Court to Hold Status Conference April 27
PRESSURE BIOSCIENCES: Closes $6.32 Million of Equity Financing
PUERTO RICO: Rescue Bill Nears Completion in House Committee
QEP RESOURCES: Fitch Assigns 'BB' IDR, Outlook Stable
QUANTUM CORP: Appoints Clifford Press to Board of Directors
QUEEN ELIZABETH: Gets Court Approval for $16.3-Mil. Exit Loan
RED LIZARD: Case Summary & 3 Unsecured Creditors
REEVES DEVELOPMENT: Granted Additional Time to Amend Plan, Outline
RELIABLE RACING: Case Summary & 20 Largest Unsecured Creditors
REPUBLIC AIRWAYS: Needs Until May 26 to File Scheedules
REPUBLIC AIRWAYS: Seeks to Obtain $75-Mil. DIP Loan from Delta
RICE ENERGY: Moody's Confirms B2 Corporate Family Rating
RICHMOND COUNTY CAPITAL: Fitch Affirms BB- Preferred Stock Rating
RITE AID: Reports Fiscal 2016 Q4 and Full Year Results
ROTONDO WEIRICH: Cases of RW Lederach, 2 Others Dismissed
SANJEL (USA) INC: Asks for Approval of C$50M DIP Financing
SANJEL (USA) INC: Files Temporary Restraining Order vs. Creditors
SANJEL (USA) INC: Joint Administration of Cases Sought
SBM DEEP: Fitch Ups Rating on $450MM Sec. Notes Due 2021 From BB
SEACOR HOLDINGS: Egan-Jones Cuts Sr. Unsecured Debt Rating to B
SEADRILL LTD: Bank Debt Trades at 56% Off
SH 130 CONCESSION: Seeks to Hire AlixPartners as Financial Advisor
SIMPLY FASHION: Case Conversion Hearing Continued to April 11
SIONIX CORP: Kenneth Calligar Quits as Director
SIONIX CORP: Starts Initial Operations of Culbertson Facility
SKYBRIDGE SPECTRUM: Receiver Seeks to Renew FCC Licenses
SOUTHCROSS ENERGY: Charlesbank Files Schedule 13D/A with SEC
SOUTHCROSS ENERGY: EIG BBTS Files Schedule 13D/A with SEC
SOUTHCROSS ENERGY: Gets Noncompliance Notice for Late 10-K Filing
SOUTHCROSS ENERGY: TW BBTS Beneficially Owns 61.7% of Common Units
SOUTHERN TITLE: John O. Cox Appointed as Special Deputy Receiver
STEINWAY MUSICAL: Egan-Jones Gives No Rating Status on Unsec. Debt
STERIGENICS-NORDION HOLDINGS: Moody's Rates $120MM Note Offering B1
STONE ENERGY: State Street Reports 2.4% Stake as of March 31
SUPERVALU: Bank Debt Trades at 2% Off
SWIFT ENERGY: Committee Retains Akin Gump as Co-Counsel
SWIFT ENERGY: Committee Retains FTI as Financial Advisor
SWIFT ENERGY: Committee Retains Reed Smith as Delaware Counsel
TECHPRECISION CORP: Signs Employment Agreement with CFO
TERRAFORM GLOBAL: S&P Puts 'B-' CCR on CreditWatch Negative
TERRAFORM POWER: S&P Puts 'B-' CCR on CreditWatch Negative
TITAN INT'L: Egan-Jones Cuts Sr. Unsecured Debt Rating to B-
TRONOX INC: Bank Debt Trades at 7% Off
UNI-PIXEL INC: Signs Severance Agreements with Top Executives
VALEANT PHARMACEUTICALS: Bank Debt Trades at 6% Off
VALEANT PHARMACEUTICALS: Egan-Jones Cuts Sr. Unsec. Rating to B
VICTORY ENERGY: Chief Financial Officer Fred Smith Resigns
VICTORY ENERGY: Weaver and Tidwell Raises Going Concern Doubt
VIRGIN MEDIA: Egan-Jones Gives NR Status on Unsecured Debt
VYCOR MEDICAL: Fountainhead Reports 49.8% Stake as of March 31
WHISKEY ONE: Seeks Sept. 30 Extension of Solicitation Period
WHITING PETROLEUM: Egan-Jones Cuts Sr. Unsecured Rating to CCC
WINDSTREAM HOLDINGS: Egan-Jones Ups Commercial Paper Rating to B
[*] Simpson Thacher's Vyskocil Sworn as SDNY Bankruptcy Judge
[^] BOND PRICING: For the Week From April 4 to 8, 2016
*********
1111 MYRTLE AVENUE: Asks Extension of Plan Filing Date to July 27
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Debtor 77-79 Rivington Street Realty LLC asks the U.S. Bankruptcy
Court to further extend the period by which it has exclusive right
to file a plan of reorganization through and including June 27,
2016, and the period by which it has exclusive right to solicit
acceptances of that plan through and including August 24, 2016.
According to the Debtor, it continues to receive and evaluate
letters of intent for the commercial property at 1103-1111 Myrtle
Avenue, in Brooklyn, New York, in its continued efforts to sell the
property to a third party. In addition, the Debtor also tells the
Court that it has started prosecution of two adversary proceedings,
including an adversary proceeding instituted against D & L Dollar,
Inc., one of the tenants at the Property, for unpaid rent and
additional rent. The Debtor further asserts that while it does not
expect any creditor to file a competing plan, the Debtor seeks to
extend exclusivity so as to maintain control of the plan process
and preserve the status quo while the case continues to unfold.
77-79 Rivington Street Realty LLC is represented by:
J. Ted Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Telephone: (212) 221-5700
About 1111 Myrtle Avenue Group
1111 Myrtle Avenue Group LLC owns a commercial property located at
1103-1111 Myrtle Avenue, Brooklyn, New York. The property is
leased to two tenants: (a) the United States of America occupies
most of the commercial space as a Social Security office, pursuant
to a lease coming up for renewal, and (b) Eagle 99 Cents Store
Inc., which runs a retail store, occupies the remainder of the
premises. The Property is subject to a first mortgage lien
securing a loan in the principal amount of $6,283,545 received from
United International Bank ("UIB").
1111 Myrtle Avenue Group LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 15-12454) on Sept. 1, 2015, after Myrtle
Property Holdings LLC backed out of a deal to buy the Debtor's
property.
The petition was signed by Aaron C. Ambalu as manager. Judge
Shelley C. Chapman is assigned to the case.
The Debtor disclosed total assets of $29.6 million and total
liabilities of $6.23 million. The secured creditor is United
International Bank, which is owed $6.18 million on a first
mortgage.
The Debtor won approval to hire Goldberg Weprin Finkel Goldstein
LLP as counsel.
ABEINSA HOLDING: Case Summary of 3 Additional Affiliates
--------------------------------------------------------
Each of the following affiliated entities filed a voluntary
petition in the United States Bankruptcy Court for the District of
Delaware for relief under Chapter 11 of title 11 of the United
States Code. The Debtors have moved for joint administration of
these cases under In re Abeinsa Holding Inc., Case No. 16-10790.
Debtor Case No.
------ --------
Abengoa US Holding, LLC 16-10894
850 New Burton Road, Suite 201
Dover, DE 19904
Abengoa US, LLC 16-10895
Abengoa US Operations, LLC 16-10896
Chapter 11 Petition Date: April 7, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Kevin J. Carey
Debtors' Counsel: Craig R. Martin, Esq.
DLA PIPER LLP (US)
1201 North Martket Street, 21st Floor
Wilmington, DE 19801
Tel: 302-468-5655
Fax: 302-778-7834
Email: craig.martin@dlapiper.com
ABEINSA HOLDING: Court OKs Prime Clerk as Claims & Noticing Agent
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Abeinsa Holding Inc. and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Prime Clerk LLC as claims and noticing agent,
nunc pro tunc to the March 29, 2016 petition date.
The Debtors require Prime Clerk to:
(a) prepare and serve required notices and documents in these
Chapter 11 cases in accordance with the Bankruptcy Code and
the Bankruptcy Rules in the form and manner directed by the
Debtors and/or the Court, including (i) notice of the
commencement of these chapter 11 cases and the initial
meeting of creditors under Bankruptcy Code section 341(a),
(ii) notice of any claims bar date, (iii) notices of
transfers of claims, (iv) notices of objections to claims
and objections to transfers of claims, (v) notices of
any hearings on a disclosure statement and confirmation of
the Debtors' plan or plans of reorganization, including
under Bankruptcy Rule 3017(d), (vi) notice of the effective
date of any plan and (vii) all other notices, orders,
pleadings, publications and other documents as the Debtors
or Court may deem necessary or appropriate for an orderly
administration of these chapter 11 cases;
(b) maintain an official copy of the Debtors' schedules of
assets and liabilities and statements of financial affairs,
listing the Debtors' known creditors and the amounts owed
thereto;
(c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002(i), (j) and (k) and those parties that
have filed a notice of appearance pursuant to Bankruptcy
Rule 9010; update and make said lists available upon
request by a party-in-interest or the Clerk;
(d) furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a
proof of claim, after such notice and form are approved by
the Court, and notify said potential creditors of the
existence, amount and classification of their respective
claims as set forth in the Schedules, which may be effected
by inclusion of such information on a customized proof of
claim form provided to potential creditors;
(e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
(f) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service
within 7 business days of service which includes (i) either
a copy of the notice served or the docket number(s) and
titles of the pleadings served, (ii) a list of persons to
whom it was mailed with their addresses, (iii) the manner
of service and (iv) the date served;
(g) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy
and maintain the original proofs of claim in a secure area;
(h) maintain the official claims register for each Debtor
on behalf of the Clerk; upon the Clerk's request,
provide the Clerk with certified, duplicate unofficial
Claims Registers; and specify in the Claims Registers the
following information for each claim docketed: (i) the
claim number assigned, (ii) the date received, (iii) the
name and address of the claimant and agent, if applicable,
who filed the claim, (iv) the amount asserted, (v) the
asserted classification(s) of the claim, (vi) the
applicable Debtor and (vii) any disposition of the claim;
(i) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
(j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(k) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Prime Clerk,
not less than weekly;
(l) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the Claims Registers for the Clerk's review;
(m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and/or changes to the
claims register and any service or mailing lists, including
to identify and eliminate duplicative names and addresses
from such lists;
(n) identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
(o) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding these chapter 11 cases as directed by the Debtors
or the Court, including through the use of a case website
and/or call center;
(p) monitor the Court's docket in these chapter 11 cases and,
when filings are made in error or containing errors, alert
the filing party of such error and work with them to
correct any such error;
(q) if these chapter 11 cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's
office within 3 days of notice to Prime Clerk of entry of
the order converting the cases;
(r) 30 days prior to the close of these chapter 11 cases, to
the extent practicable, request that the Debtors submit to
the Court a proposed order dismissing Prime Clerk as Claims
and Noticing Agent and terminating its services in such
capacity upon completion of its duties and responsibilities
and upon the closing of these chapter 11 cases;
(s) within 7 days of notice to Prime Clerk of entry of an order
closing these chapter 11 cases, provide to the Court the
final version of the Claims Registers as of the date
immediately before the close of the chapter 11 cases; and
(t) at the close of these chapter 11 cases, (i) box and
transport all original documents, in proper format, as
provided by the Clerk's office, to (A) the Philadelphia
Federal Records Center, 14700 Townsend Road, Philadelphia,
PA 19154 or (B) any other location requested by the Clerk's
office; and (ii) docket a completed SF-135 Form indicating
the accession and location numbers of the archived claims.
Prime Clerk will also be reimbursed for reasonable out-of-
pocket expenses incurred.
The Debtors request authority to provide Prime Clerk a retainer in
the amount of $25,000. Prime Clerk seeks to hold the retainer under
the Engagement Agreement during these chapter 11 cases as security
for the payment of fees and expenses incurred under the Engagement
Agreement.
Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, 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.
Prime Clerk can be reached at:
Shai Waisman
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
E-mail: swaisman@primeclerk.com
About Abeinsa Holding
Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor
USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction
Services LLC, Abeinsa Abener Teyma General Partnership, Abener
Teyma Mojave General Partnership, Abener Teyma Inabensa Mount
Signal Joint Venture, Teyma USA & Abener Engineering and
Construction Services General Partnership, Teyma Construction USA,
LLC, Abener North America Construction L.P., and Inabensa USA, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 16-10790) on March 29, 2016. The petitions were signed by
Javier Ramirez as treasurer.
DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk
serves as the Debtors' claims and noticing agent.
About Abengoa S.A.
Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors. Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.
As of the end of 2015, Abengoa, S.A. was the parent company of 687
other companies around the world, including 577 subsidiaries, 78
associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests of
less than 20% in other entities.
On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.
On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its stakeholders.
U.S. Bankruptcy
Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on March
28, 2016, to seek U.S. recognition of its restructuring proceedings
in Spain. Christopher Morris signed the petitions as foreign
representative. DLA Piper LLP (US) represents the Debtors as
counsel.
Involuntary petitions were filed against the three affiliated
entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy
Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC -- under
Chapter 7 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Nebraska and the United States Bankruptcy
Court for the District of Kansas. The bankruptcy cases for
affiliate Abengoa Bioenergy of Nebraska, LLC and Abengoa Bioenergy
Company, LLC were converted to cases under chapter 11 of the
Bankruptcy Code and transferred to the United States Bankruptcy
Court for the Eastern District of Missouri.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own, operate,
and/or service four ethanol plants in Ravenna, York, Colwich, and
Portales, each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Eastern District of Missouri. The cases
are pending before the Honorable Kathy A. Surratt-States and are
jointly administered under Case No. 16-41161.
Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Proposed Lead Case No. 16-10790) on March 29, 2016.
ADELPHIA COMMUNICATIONS: Extends Exchange Offers Until April 14
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ACC Claims Holdings, LLC on April 8 announced the extension of
offers to Eligible Holders (as defined below) to exchange (i) class
A limited liability company interests of ACC Claims Holdings, LLC
for up to all of the outstanding ACC Senior Notes Claims (Class ACC
3) allowed under the Plan of Reorganization, including any
post-petition pre-effective date interest and post-effective date
interest to and including the extended expiration date of the
offers (the "Senior Claims"), against Adelphia Communications
Corporation, and (ii) class B limited liability company interests
of ACC Claims Holdings, LLC for up to all of the outstanding ACC
Trade Claims (Class ACC 4) allowed under the Plan of
Reorganization, including any post-petition pre-effective date
interest and post-effective date interest to and including the
extended expiration date of the offers (the "ACC 4 Claims"), and
ACC Other Unsecured Claims (Class ACC 5) allowed under the Plan of
Reorganization, including any post-petition pre-effective date
interest and post-effective date interest to and including the
extended expiration date of the offers (the "ACC 5 Claims" and,
together with the ACC 4 Claims, the "Other Claims"; the Senior
Claims and the Other Claims, together, the "Claims"), against
Adelphia Communications Corporation until 5:00 p.m., New York City
time, on Thursday, April 14, 2016. The exchange offers were
previously scheduled to expire at 5:00 p.m., New York City time, on
Thursday, April 7, 2016. As of 5:00 p.m., New York City time, on
Thursday, April 7, 2016, Eligible Holders of $3,501,856,416
original principal amount of Senior Claims outstanding, Eligible
Holders of $249,534,265.15 of ACC 4 Claims outstanding and Eligible
Holders of $43,927,491.92 of ACC 5 Claims outstanding had validly
tendered their Claims pursuant to the exchange offers.
ACC Claims Holdings, LLC recognizes that the Claims will continue
to accrue post-effective date interest between the original
expiration date and the extended expiration date. Therefore, the
consideration offered to Eligible Holders will be increased by a
corresponding amount.
Except as set forth herein, the terms and conditions of the
exchange offers remain unchanged. ACC Claims Holdings, LLC
reserves the right to further extend the exchange offers prior to
the termination of the extended expiration date. ACC Claims
Holdings, LLC does not contemplate any such additional extensions
of the exchange offers at this time.
The exchange offers are being made pursuant to (i) the offers to
exchange, dated March 3, 2016, and supplemented and amended on
March 9, 2016, March 21, 2016, April 1, 2016 and on the date hereof
and (ii) the related letter of transmittal, dated as of March 3,
2016 and supplemented and amended on March 21, 2016.
The exchange offers will only be made, and the offers to exchange
and the related letter of transmittal will only be distributed to,
holders who complete, execute and return an eligibility form
confirming that they are qualified purchasers ("Qualified
Purchasers") as defined in Section 2(a)(51)(A) of the Investment
Company Act of 1940, as amended (except to the extent waived by the
managing member of ACC Claims Holdings, LLC), excluding Benefit
Plan Investors (as defined below) (except as provided for and
subject to the terms of the exchange offers, as amended), each of
which is (x) a qualified institutional buyer within the meaning of
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), (y) an institutional investor that qualifies as
an "accredited investor" pursuant to Rule 501(a)(1), (2), (3) or
(7) under the Securities Act or (z) not a U.S. person in an
offshore transaction, in each case as defined in Regulation S under
the Securities Act (such persons, "Eligible Holders"). "Benefit
Plan Investor" means a benefit plan investor, as defined in Section
3(42) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and includes (a) an employee benefit plan (as
defined in Section 3(3) of Title I of ERISA) that is subject to the
fiduciary responsibility provisions of Title I of ERISA, (b) a plan
that is subject to Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or (c) any entity whose underlying
assets include, or are deemed for purposes of ERISA or the Code to
include, "plan assets" by reason of any such employee benefit
plan's or plan's investment in the entity. Holders who desire to
obtain and complete an eligibility form should either visit the
website for this purpose at www.dfking.com/adelphia or call D.F.
King & Co., Inc., the information agent and exchange agent for the
exchange offers, at (800) 761-6523 (toll-free) or (212) 269-5550
(collect for banks and brokers only).
The managing member of ACC Claims Holdings, LLC may, in its sole
discretion, waive the restriction on tenders by Benefit Plan
Investors. However, the managing member is not required to accept
a tender in whole or in part from an investor that is a Benefit
Plan Investor, and reserves the right to reject in its complete
discretion any tender by a Benefit Plan Investor.
This press release is neither an offer to purchase or exchange nor
a solicitation of an offer to sell or exchange securities. The
exchange offers are being made pursuant to the terms and conditions
contained in the offers to exchange and the related letter of
transmittal, copies of which may be obtained from D. F. King & Co.,
Inc., the information agent and exchange agent for the exchange
offers, by telephone at (800) 761-6523 (toll-free) or at (212)
269-5550 (collect for banks and brokers only) or in writing at D.
F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York
10005, Attention: Krystal Scrudato. Persons with questions
regarding the exchange offers should contact Deutsche Bank
Securities Inc., the dealer manager for the exchange offers, by
telephone at (855) 287-1922 (toll-free) or 212-250-7527 (collect).
The exchange offers are not being made to holders in any
jurisdiction in which the making of such offers would be unlawful
under applicable state securities, or "blue sky" laws, or
applicable securities laws of any other jurisdiction.
ACC Claims Holdings, LLC is a Delaware limited liability company
formed on November 18, 2015. ACC Claims Holdings, LLC exists
solely for the purpose of liquidating the claims and distributing
the proceeds thereof to the holders of its limited liability
company interests. ACC Claims Holdings, LLC does not conduct a
trade or business or engage in any transactions other than
transactions merely incidental to (i) liquidation of claims,
whether by sale, transfer or other disposition by ACC Claims
Holdings, LLC or the claims held thereby, or be merger,
consolidation or other reorganization of ACC Claims Holdings, LLC,
or otherwise, and (ii) its dissolution.
About Adelphia Communications
Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company. Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.
Adelphia collapsed in 2002 after disclosing that founder John Rigas
and his family owed $2.3 billion in off-balance-sheet debt on bank
loans taken jointly with the company. Mr. Rigas was sentenced to
12 years in prison, while son Timothy 15 years.
Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002. Willkie Farr & Gallagher represented the Debtors in
their restructuring effort. PricewaterhouseCoopers served as the
Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman
LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.
Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family. In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC. The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006. Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.
The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007. The Plan became effective on
Feb. 13, 2007.
The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed
pursuant to the Plan. The Trust holds certain litigation claims
transferred pursuant to the Plan against various third parties and
exists to prosecute the causes of action transferred to it for the
benefit of holders of Trust interests. Lawyers at Kasowitz,
Benson, Torres & Friedman, LLP (NYC), represent the Adelphia
Recovery Trust.
AEGIS TOXICOLOGY: S&P Affirms 'B' CCR & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Aegis Toxicology Sciences Corp. and revised the
outlook to negative from stable.
At the same time, S&P affirmed its 'B' rating on Aegis' first-lien
revolver and term loan. The recovery rating on this debt remains
'3', indicating S&P's expectation of meaningful (at the higher end
of the 50% to 70% range) recovery in the event of payment default.
In addition, S&P affirmed its 'CCC+' rating on Aegis' second-lien
term loan. The recovery rating on this debt is '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of default.
The negative rating outlook reflects the new reimbursement
environment for toxicology testing servicers following CMS'
revisions to the Current Procedural Terminology (CPT) codes for
2016, and S&P's belief that the reimbursement environment remains
uncertain. S&P has modified its base-case projections to reflect
these changes. S&P also sees significant uncertainty regarding
reimbursement in 2017 and beyond, and S&P believes there is a
possibility that Aegis could perform below S&P's lowered
expectations, which could result in negative free cash flow over
time.
"The negative outlook on Aegis Toxicology Sciences Corp. reflects
the underlying uncertainty regarding CMS reimbursement after 2016,"
said Standard & Poor's credit analyst James Uko. "Our 2016
base-case projections include Aegis sustaining leverage above 7x,
generating EBITDA margins 700 bps lower than 2015 levels, and
producing negligible cash flow," he added.
S&P could lower the rating to 'B-' from 'B' if S&P believes Aegis
will be unable to generate cash flow on a sustainable basis. A
revenue decline above 20% and a margin contraction of 300 bps more
than S&P's base-case contraction for 2016 would reflect an
underperformance that leads to a downgrade.
S&P could revise the outlook to stable if it believed Aegis could
sustainably generate positive cash flow despite the current
reimbursement environment. S&P's base case-projections for 2016
envision a double-digit revenue decline, a 700 bps decline in
EBITDA margins, and low-single-digit cash flows.
AJR PEAKVIEW: U.S. Trustee Wants Chapter 11 Trustee Appointed
-------------------------------------------------------------
The United States Trustee wants a chapter 11 trustee appointed in
the chapter 11 proceeding commenced by AJR Peakview, Inc. The U.S.
Trustee asserts that an appointment of a trustee is appropriate
because:
(1) Debtor's principal, Marvin Thomason, has engaged in
conduct in previous bankruptcy filings involving fraud and
dishonesty, and
(2) the underlying circumstances involving Debtor and
FirstBank of Nebraska and Debtor's sole asset deem it in the best
interest of the estate to appoint a trustee.
The U.S. Trustee tells the Bankruptcy Court that AJR Peakview,
Inc., is owned by John Sneller and Marvin Thomason, with Mr.
Thomason acting as the primary operator.
The Debtor's only substantial creditor is FirstBank, and the
Debtor's sole asset is rental property that's the subject of a
foreclosure action pending in the Iowa District Court for
Pottawattamie County, Case EQCV112988, brought by FirstBank against
the Debtor.
The Bankruptcy Court has scheduled a number of hearings to take
place on April 14, 2016, to address:
(A) the Debtor's motion for turnover and FirstBank's and the
U.S. Trustee's objections to that request;
(B) motions to dismiss by FirstBank and the U.S. Trustee and
the Debtor's objection to those requests; and
(C) FirstBank's motion for relief from stay and the Debtor's
objection to that move.
FirstBank and the U.S. Trustee assert that AJR filed this chapter
11 case in bad faith because, among other reasons, it is
essentially a two-party dispute filed after years of litigation on
the eve of entry of a judgment in the foreclosure action. In
addition, a receiver was appointed in the foreclosure action to
take possession and control of the Debtor's assets on Sept. 2,
2015. In appointing the receiver, the State Court noted the risk
of material injury or impairment to the property and burden upon
the property and other collateral due to Debtor's harmful conduct
towards FirstBank.
The U.S. Trustee relates that Mr. Thomason has engaged in
fraudulent and dishonest conduct in his previous attempts to seek
relief under the Bankruptcy Code. On May 12, 1995, Mr. Thomason
filed for chapter 7 relief in the Bankruptcy Court in the District
of
Colorado, Case No. 95-14691. The chapter 7 trustee commenced
Adversary Case No. 02-1375, which resulted in the entry of an order
revoking Mr. Thomason's s discharge on March 21, 2003. The order
found Mr. Thomason had knowingly and fraudulently transferred his
50% ownership in T & S Partnership to his spouse, had repeatedly
failed to obey court orders to turn that property over the trustee,
and even transferring the interest to a third party after the court
determined the ownership interest was property of the bankruptcy
estate.
In 2010, Mr. Thomason again filed for chapter 7 relief in the
Bankruptcy Court in the District of Colorado, Case No.
10-20470-ABC. On October 22, 2010, the United States Trustee for
Region 19 initiated a complaint to deny discharge, Adversary Case
No. 10-01778, alleging Mr. Thomason concealed his interest in an
oceanfront vacation property in Nova Scotia, noting the property
was awarded to him in 2009 in connection with his divorce, that Mr.
Thomason paid all expenses associated with the property, and that
he used it as his vacation home, even vacationing there for two
weeks shortly following his meeting of creditors. When
confronted, Mr. Thomason claimed the property was worth only
$80,000. It was discovered however that in late-2008, Mr. Thomason
offered the property for sale through a real estate agent for
$275,000 (Canadian). On February 9, 2011, the court approved Mr.
Thomason's waiver of discharge.
The UST submits that in the event this Court finds dismissal is not
appropriate, reasonable grounds render it necessary to appoint a
trustee.
AJR Peakview, Inc., sought chapter 11 protection (Bankr. S.D. Iowa
Case No. 15-00980) on May 12, 2015.
ALLY FINANCIAL: Fitch Affirms 'BB+' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Ally Financial's long-term Issuer
Default Rating at 'BB+' and short-term IDR at 'B'. The Rating
Outlook is Stable.
KEY RATING DRIVERS
IDRs, VRs, AND SENIOR DEBT
The rating affirmations reflect Ally's strong franchise, leading
market position in the U.S. auto finance industry, high credit
quality assets, diverse funding base, ample liquidity, adequate
risk-adjusted capitalization and seasoned management team.
Rating constraints include Ally's concentrated and cyclical
business model, higher reliance on wholesale funding sources
relative to peers, potential increased price sensitivity of
internet deposits, uneven financial performance relative to peers
and credit performance uncertainty surrounding recent vintages that
were originated outside of Ally's previous relationships with GM
and Chrysler.
The Stable Rating Outlook reflects Fitch's view that while a number
of Ally's credit attributes are on an improving trend, the company
faces counterbalancing challenges in the near term, including
navigating an increasingly competitive underwriting environment
which is expected to lead to asset quality and residual value
reversion.
The expected introduction of capital returns to shareholders,
product expansion into mortgage and credit card lending, albeit on
a low risk basis, and the presence of an activist investor are not
explicit rating constraints, but are other notable considerations
in Fitch's analysis.
Profitability has continued to improve, albeit off of a modest
base, supported by solid loan growth, expanding margins due to
liability management efforts and expense rationalization, partially
offset by reserve building. Adjusted net income increased to $1.3
billion in 2015, up from $1.15 billion in the prior year period.
Although core return on average assets (ROA) was essentially flat
with the prior year at 0.8% in 2015, core return on average
tangible common equity (ROTCE) increased to 9.4% in 2015, up from
7.9% in 2014.
Fitch expects 2016 financial performance to be supported by
moderate loan growth, a further reduction in Ally's funding costs
as more loans are funded through the bank, and continued operating
expense rationalization. These positive contributors to earnings
will be partially offset by higher loss provisions as a result of
industry credit normalization and the mix shift within Ally's
portfolio. In 2016, Ally expects to grow adjusted EPS by at least
15% over 2015, sustain a core ROTCE 10%+ and maintain a mid-40%
efficiency ratio.
Although consumer auto originations in 2015 were essentially flat
with the previous year at $41 billion, Ally's origination mix also
shifted meaningfully, following General Motors Company (GM)
electing to offer subvention loan and lease programs to dealers
exclusively through General Motors Financial Company, Inc. Roughly
32% of Ally's 2014 originations consisted of GM subvented business.
While Ally was successful in being able to replace this volume
through other channels, given the dramatic shift in Ally's loan
origination mix over a relatively short period of time, the
underlying credit performance of the more recent vintages will be
an important driver of Ally's ratings.
Credit performance continues to gradually normalize. Ally's retail
auto net charge-offs increased to 96bps in 2015, up 9bps from the
year-ago period, but remained well below historical levels. Ally's
retail auto 30+ day delinquencies increased to 2.91% of total
loans, up 18bps from year-ago period. Reserve coverage remained
strong at 1.4x total nonperforming assets and 1.3x net charge-offs
at Dec. 31, 2015. Fitch expects credit performance will continue
to normalize, driven by a portfolio mix shift which includes a
higher proportion of nonprime loans and used car financing, loan
seasoning, and a moderation in used car prices supporting recovery
values.
In addition to internet-based deposits, Ally utilizes a diverse mix
of other sources across various debt markets including unsecured
debt, securitizations and bank loans. Fitch views this strategy
positively as it reduces concentration risk and provides more
funding flexibility in the event that wholesale funding sources
(securitization and public debt markets) dry up or become cost
prohibitive, or if the online deposit platform experiences material
outflows in a rising interest rate environment.
At Dec. 31, 2015, deposits represented 47% of Ally's total funding
with secured debt accounting for 36% and unsecured accounting for
17% of total funding. Short-term wholesale funding, including $3.4
billion of unsecured demand notes, represented only 2.5% of Ally's
total funding at Dec. 31, 2015. Fitch views Ally's increased use
of retail deposit funding positively given the lower cost and
greater resiliency relative to wholesale funding during periods of
market stress.
Ally maintains adequate liquidity with $15 billion of total
consolidated liquidity at year-end 2015. This compared to
unsecured debt maturities of $1.9 billion during 2016. At the
parent company, Ally had $6.3 billion of total liquidity including
$300 million of committed unused capacity on its credit lines as of
the same date.
Fitch views unused credit line capacity as an additional liquidity
source, but potentially less reliable than cash or high-quality
liquid assets, given that it generally requires eligible assets to
collateralize incremental funding. Fitch believes the value of
eligible assets could be reduced during a period of market stress,
thereby affecting the company's liquidity position. That said,
Ally's loan portfolio is mostly unencumbered reflecting the
company's high mix of deposit and unsecured funding.
Ally remains well capitalized, as reflected by Basel III
Transitional Tier I capital and Tier I common ratios of 11.1% and
9.2%, respectively, as of Dec. 31, 2015. The company estimates
that the fully phased-in Basel III Tier I common ratio was 8.7% at
Dec. 31, 2015. Fitch views the company's capital position as
adequate given the risk profile of its balance sheet.
On March 11, 2015, Ally received a non-objection on its capital
plan from the Federal Reserve. This resulted in Ally redeeming all
($2.6 billion) of its Series G preferred securities in 2015, and
repurchasing $325 million of the $1 billion Series A preferred
securities outstanding at the beginning of 2015. In addition,
Fitch expects Ally to seek to redeem the remaining Series A
preferred securities over the course of 2016. Further, Fitch
expects Ally to seek to include distributions to common
shareholders in the form of share repurchases and dividends as part
of its 2016 CCAR submission. Ally has indicated that it
anticipates an earnings payout ratio of roughly 75%, which, when
coupled with the expected redemption of remaining preferred
securities, will slow the growth of Ally's regulatory capital
ratios.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
Ally's subordinated debt rating is rated one notch below Ally's VR
of 'bb+' in accordance with Fitch's assessment of each instrument's
respective non-performance and relative loss severity risk profile.
The subordinated note rating includes one notch for loss severity
given the subordination of these securities in the capital
structure, and zero notches for non-performance given contractual
limitations on interest payment deferrals and no mandatory trigger
events which could adversely impact performance.
The rating assigned to the trust preferred securities, series 2
issued out of GMAC Capital Trust I is 'b+', three notches below
Ally's VR of 'bb+'. The rating reflects the subordination of the
securities and Ally's option to defer coupon payments, and is in
accordance with Fitch's assessment of each instrument's respective
non-performance and relative loss severity risk profile.
Ally's perpetual preferred securities, series A rating are rated
'b', four notches below Ally's VR of 'bb+' and one notch below the
trust preferred securities as the series A securities are junior in
Ally's capital structure. The securities are non-cumulative, are
nonredeemable prior to May 15, 2016, and pay a fixed rate of 8.5%
per annum. Beginning on May 15, 2016, dividends will accrue at a
LIBOR-based floating rate.
SUPPORT RATING AND SUPPORT RATING FLOOR
Ally has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, Ally is not systemically important, and therefore
the probability of sovereign support is unlikely. Ally's IDRs and
VRs do not incorporate any support.
RATING SENSITIVITIES
VR, IDRs, AND SENIOR DEBT
Positive ratings momentum could potentially be driven by credit
performance on newer loan vintages that is consistent with Ally's
historical experience, measured growth in the increasingly
competitive lending environment, further improvements in
profitability and operating fundamentals, and further
diversification of its funding mix toward more stable retail
deposits while operating with strong capital levels at both the
parent and Ally Bank.
Ally's ability to retain online deposit customers in a
cost-effective manner in a rising rate environment will also be a
key consideration in evaluating the strength of its funding profile
relative to traditional bank models.
A material decline in profitability and/or asset quality, reduced
capital and liquidity levels, an inability to access the capital
markets for funding on reasonable terms, and non-compliance with
potential new and more onerous regulations are among the drivers
that could generate negative rating momentum.
In particular, Fitch remains focused on the credit performance of
Ally's consumer auto portfolio mix as it continues to shift towards
other origination channels (e.g. used vehicles, nonprime
originations, new dealer relationships) and away from GM lease
subvention during a period when the competitive environment has
intensified. Although Ally's exposure to residual value risk
should decline further with the decline in subvented lease volume,
to the extent that the higher risk profile of Ally's auto loan
portfolio outpaces the reduction in residual value risk, Ally's
ratings or Outlook could be pressured.
Similarly, Ally's rollout of new product initiatives, while viewed
as a having the potential to provide revenue diversification
longer-term, also creates other risks including execution risks,
increased reliance on third-party execution and reputational risk
that could result in ratings and Outlook pressure.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The subordinated debt ratings are directly linked to Ally's VR and
would move in tandem with any changes in the VR.
The preferred stock ratings are directly linked to Ally's VR and
would move in tandem with any changes in Ally's credit profile.
SUPPORT RATING AND SUPPORT RATING FLOOR
Since Ally's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.
Fitch has affirmed these ratings:
Ally Financial Inc.
-- Long-term IDR at 'BB+';
-- Senior unsecured debt at 'BB+';
-- Viability rating at 'bb+';
-- Subordinated debt at 'BB';
-- Perpetual preferred securities, series A at 'B';
-- Short-term IDR at 'B';
-- Short-term debt at 'B';
-- Support rating at '5';
-- Support Floor at 'NF'.
GMAC Capital Trust I
-- Trust preferred securities, series 2 at 'B+'.
GMAC International Finance B.V.
-- Long-term IDR at 'BB+';
-- Short-term IDR at 'B';
-- Short-term debt at 'B';
The Rating Outlook is Stable.
ALLY FINANCIAL: Offering $300M 5.750% Subordinated Notes Due 2025
-----------------------------------------------------------------
Ally Financial Inc. filed with the Securities and Exchange
Commission a free writing prospectus relating to the offering of
an aggregate principal amount of $300,000,000 of additional 5.750%
Subordinated Notes due 2025.
The new notes will form a single series with, and will have the
same CUSIP number as, the $750,000,000 aggregate principal amount
of 5.750% Subordinated Notes due 2025 issued on Nov. 20, 2015. Upon
completion of this offering, the aggregate principal amount of
outstanding notes will be $1,050,000,000. The new notes will have
the same terms as the Notes, other than initial issue price and
issue date.
Interest on the Notes are payable semi-annually, in arrears on May
20 and November 20 of each year, until maturity, commencing
May 20, 2016. The interest payment to be made with respect to the
new notes on May 20, 2016, will include accrued interest from and
including Nov. 20, 2015.
Joint Book-Running Managers:
Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets, LLC
Co-Managers:
BMO Capital Markets Corp.
Credit Agricole Securities (USA) Inc.
Lloyds Securities Inc.
Scotia Capital (USA) Inc.
U.S. Bancorp Investments, Inc.
Academy Securities, Inc.
Cabrera Capital Markets, LLC
CastleOak Securities, L.P.
Drexel Hamilton, LLC
A copy of the FWP as filed with the Securities and Exchange
Commission is available at no charge at http://is.gd/hiWXlu
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
Ally reported net income of $1.28 billion on $4.86 billion of total
net revenue for the year ended Dec. 31, 2015, compared to net
income of $1.15 billion on $4.65 billion of total net revenue for
the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had
$158.58 billion in total assets, $145.14 billion in total
liabilities and $13.43 billion in total equity.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
ALLY FINANCIAL: Offering $600M of 4.250% Senior Notes Due 2021
--------------------------------------------------------------
Ally Financial Inc. filed with the Securities and Exchange
Commission a free writing prospectus relating to the offering of
$600,000,000 principal amount of 4.250% senior notes due 2021.
Interest on the notes are payable semi-annually, in arrears on
April 15 and October 15 of each year, until maturity, commencing
Oct. 15, 2016.
Joint Book-Running Managers:
Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets, LLC
Co-Managers:
BMO Capital Markets Corp.
Credit Agricole Securities (USA) Inc.
Lloyds Securities Inc.
Scotia Capital (USA) Inc.
U.S. Bancorp Investments, Inc.
Academy Securities, Inc.
Cabrera Capital Markets, LLC
CastleOak Securities, L.P.
Drexel Hamilton, LLC
Concurrently with this offering of the Notes, Ally is offering
$300,000,000 aggregate principal amount of its 5.750% Subordinated
Notes due 2025. The Concurrent Offering is being conducted as a
separate public offering by means of a separate prospectus
supplement. This offering of Notes is not contingent upon the
completion of the Concurrent Offering, and the Concurrent Offering
is not contingent upon the completion of this offering of the
Notes.
A copy of the FWP as filed with the Securities and Exchange
Commission is available at no charge at http://is.gd/RHn8tN
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
Ally reported net income of $1.28 billion on $4.86 billion of total
net revenue for the year ended Dec. 31, 2015, compared to net
income of $1.15 billion on $4.65 billion of total net revenue for
the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had
$158.58 billion in total assets, $145.14 billion in total
liabilities and $13.43 billion in total equity.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
AMERICAN HOSPICE: Needs Until May 9 to File Schedules
-----------------------------------------------------
American Hospice Management Holdings, LLC, and its affiliated
Debtors ask the U.S. Bankruptcy Court to extend through May 9,
2016, the deadline by which they must to file their schedules of
assets and liabilities and statements of financial affairs.
The Debtors anticipate that they may require additional time to
complete the Schedules and Statements specifically since the
ordinary operation of the Debtors' businesses requires the Debtors
to maintain voluminous books, records, and complex accounting
systems. Collecting the necessary information requires an enormous
expenditure of time and effort on the part of the Debtors, their
employees, and their professional advisors due to the extensive
amount of information that must be assembled and compiled, the
multiple places where the information is located, and the hundreds
of employee and professional hours required to complete the
Schedules and Statements, the Debtors further assert.
American Hospice Management Holdings, LLC and its affiliated
Debtors are represented by:
Laura Davis Jones, Esq.
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
PO Box 8705
Wilmington, Delaware 19899
Telephone: 302.652.4100
Facsimile: 302.652.4400
Email: ljones@pszjlaw.com
crobinson@pszjlaw.com
-- and --
Samuel R. Maizel, Esq.
DENTONS US LLP
601 S. Figueroa Street, Suite 2500
Los Angeles, California 90017
Telephone: 213.623.9300
Facsimile: 213.623.9924
Email: samuel.maizel@dentons.com
-- and --
Gary W. Marsh, Esq.
DENTONS US LLP
303 Peachtree Street, NE Suite 5300
Atlanta, Georgia30308
Telephone: 404.527.4150
Facsimile: 404.527.4198
Email: gary.marsh@dentons.com
About American Hospice
Headquartered in Jacksonville, Florida, American Hospice Management
Holdings, LLC is a hospice care provider for patients with
conditions including, among other things, cancer, cardiopulmonary
diseases, Alzheimer's and strokes. American Hospice currently
provides hospice care in the following six markets: (i) Phoenix,
Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv)
Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New
Jersey. The Company employs 365 people.
American Hospice and 10 of its affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
16-10670) on March 20, 2016. Scott Mahosky signed the petition as
chief executive officer. The Debtors estimated assets in the range
of $10 million to $50 million and liabilities of up to $50
million.
The Debtors have hired Denton US LLP as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as
investment banker, and Kurtzman Carson Consultants, LLC as notice
and claims agent.
Each of the Debtors is owned 100% by American Hospice Management
Holdings, LLC which is a Delaware limited liability company. The
majority owner of American Hospice Management Holdings, LLC is
American Hospice Holdings Corporation, a Delaware corporation.
American Hospice Holdings Corporation is wholly owned by 2000
Riverside Capital Appreciation Fund, L.P.
AMERICAN HOSPICE: Says Patient Care Ombudsman Not Necessary
-----------------------------------------------------------
American Hospice Management Holdings, LLC, and its affiliated
debtors ask the U.S. Bankruptcy Court to issn an order finding that
the appointment of a Patient Care Ombudsman in their Chapter 11
cases is unnecessary because the cases will not affect patient
rights, the level or quality of care provided, or any other
services the Debtors historically offered patients and their
families.
The Debtors also assert that a PCO is not necessary as they operate
on a tight budget and can ill afford the additional administrative
expenses associated with a PCO.
The Debtors tell the Court that they only provide facilities and
support staff to doctors who perform medical procedures to their
patients, and therefore, since these healthcare professionals are
not employed by the Debtors, they are not in bankruptcy. Further,
the Debtors assert that they have a strong reputation in their
markets for providing quality patient care, hence the bankruptcy
filing is not caused by any failure on its part to provide adequate
care, facilities, or services to its patients.
Moreover, the Debtors are subject to a corporate integrity
agreement with the U.S. Department of Health and Human Services,
which agreement provides for certain enhancements to the Debtors'
internal compliance programs and policies as well as an additional
layer of reporting and oversight to ensure that they are well-run
and continue to comply with applicable rules and regulations.
American Hospice Management Holdings, LLC and affiliated debtors
are represented by:
Laura Davis Jones, Esq.
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
PO Box 8705
Wilmington, Delaware 19899
Telephone: 302.652.4100
Facsimile: 302.652.4400
Email: ljones@pszjlaw.com
crobinson@pszjlaw.com
-- and --
Samuel R. Maizel, Esq.
DENTONS US LLP
601 S. Figueroa Street, Suite 2500
Los Angeles, California 90017
Telephone: 213.623.9300
Facsimile: 213.623.9924
Email: samuel.maizel@dentons.com
-- and --
Gary W. Marsh, Esq.
DENTONS US LLP
303 Peachtree Street, NE Suite 5300
Atlanta, Georgia30308
Telephone: 404.527.4150
Facsimile: 404.527.4198
Email: gary.marsh@dentons.com
About American Hospice
Headquartered in Jacksonville, Florida, American Hospice Management
Holdings, LLC is a hospice care provider for patients with
conditions including, among other things, cancer, cardiopulmonary
diseases, Alzheimer's and strokes. American Hospice currently
provides hospice care in the following six markets: (i) Phoenix,
Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv)
Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New
Jersey. The Company employs 365 people.
American Hospice and 10 of its affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
16-10670) on March 20, 2016. Scott Mahosky signed the petition as
chief executive officer. The Debtors estimated assets in the range
of $10 million to $50 million and liabilities of up to $50
million.
The Debtors have hired Denton US LLP as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as
investment banker, and Kurtzman Carson Consultants, LLC as notice
and claims agent.
Each of the Debtors is owned 100% by American Hospice Management
Holdings, LLC which is a Delaware limited liability company. The
majority owner of American Hospice Management Holdings, LLC is
American Hospice Holdings Corporation, a Delaware corporation.
American Hospice Holdings Corporation is wholly owned by 2000
Riverside Capital Appreciation Fund, L.P.
AMERICAN NATIONAL: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------------
The Office of the U.S. Trustee on April 8 appointed three creditors
of American National Carbide Co. to serve on the official committee
of unsecured creditors.
The committee members are:
(1) Globe Metal
Attn: Jeffrey Solomon
1545 1 Avenue Sainte-Catherine
Quebec J5C 1C5, Canada
Tel. 450-635-9397
Fax 450-635-5639
Email: jeff@globemetal.com
(2) TI-Coating, Inc.
Attn: Anna A. Witters
Gina Rossi
50500 Corporate Drive
Utica, MI 48315
Tel. 586-726-1900
Fax 586-726-1735
Email: a.witters@ticoating.com g.rossi@ticoating.com
(3) Global Shop Solutions, Inc.
Attn: Barry G. Klein
975 Evergreen Circle
The Woodlands, TX 77380
Tel. 281-466-8115
Fax 281-681-2663
Email: bklein@gssmail.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About American National Carbide
American National Carbide Co. sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Texas (Houston) on February 26, 2016. The petition was
signed by Greg Stroud, president.
The Debtor is represented by Donald L Wyatt, Esq., at the Law
Offices of Donald L. Wyatt Jr. PC. The case is assigned to Judge
David R. Jones.
The Debtor disclosed total assets of $8.83 million and total debts
of $7.22 million.
AMPLIPHI BIOSCIENCES: Holders Elect to Convert Preferred Shares
---------------------------------------------------------------
Certain holders of over two-thirds of AmpliPhi Biosciences
Corporation' then-outstanding shares of Series B Convertible
Preferred Stock elected to automatically convert all outstanding
shares of Series B Preferred into shares of Common Stock in
accordance with Section 4.4.4(b)(ii) of the Company's Amended and
Restated Articles of Incorporation, as amended. As a result of the
Conversion, the 7,527,853 shares of Series B Preferred outstanding
as of immediately prior to the Conversion have been converted into
an aggregate of 1,505,560 shares of the Company's Common Stock.
On April 8, 2016, the Company entered into a Common Stock Issuance
Agreement with the Holders pursuant to which the Company agreed to
issue the Holders an aggregate of 853,465 shares of the Company's
Common Stock. Pursuant to the Agreement, the Company and the
Holders also agreed to amend the Common Stock warrants issued to
the Holders pursuant to that certain Subscription Agreement, dated
June 25, 2013, in order to reduce the exercise price of those
warrants from $7.00 per share to $4.05 per share and extend the
expiration date thereof from June 26, 2018, to March 31, 2021.
As consideration for the Shares and the Warrant Amendments, the
Holders waived their right to receive approximately $2.2 million in
aggregate cash payments to which they were entitled upon the
Conversion in respect of accrued dividends on their former shares
of Series B Preferred. The Holders also waived their registration
rights with respect to certain future registration statements that
may be filed, and certain future public offerings that may be
conducted, by the Company.
A complete copy of the Form 8-K filed with the Securities and
Exchange Commission is available at http://is.gd/S5B9TD
About AmpliPhi
AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics. It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting. The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections. AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.
Ampliphi Biosciences reported a net loss attributable to common
stockholders of $10.79 million on $475,000 of revenue for the year
ended Dec. 31, 2015, compared to net income attributable to common
stockholders of $21.8 million on $409,000 of revenue for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, AmpliPhi had $31.5
million in total assets, $6.88 million in total liabilities, $11.89
million in series B convertible preferred stock, and $12.7 million
in total stockholders' equity.
Ernst & Young LLP, in Richmond, Virginia, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company has
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
ANACOR PHARMACEUTICALS: Sells $288 Million Convertible Notes
------------------------------------------------------------
Anacor Pharmaceuticals, Inc., on April 6, 2016, issued and sold
$287.5 million aggregate principal amount of 2.00% Convertible
Senior Notes due 2023 to Goldman, Sachs & Co., Citigroup Global
Markets Inc., Cowen and Company, LLC, Wedbush Securities Inc. and
JMP Securities LLC, as initial purchasers, for resale to qualified
institutional buyers in a private offering exempt from registration
under the Securities Act of 1933, as amended, in reliance upon Rule
144A under the Securities Act.
Included in the Offering were $37.5 million aggregate principal
amount of Convertible Notes issued upon the exercise in full of the
over-allotment option granted to the initial purchasers in the
Offering. The Convertible Notes are general unsecured obligations
of the Company. The Convertible Notes bear interest at a fixed
rate of 2.00% per year, payable semiannually in arrears on April 15
and October 15 of each year, beginning on Oct. 15, 2016. Subject
to satisfaction of certain conditions and during certain periods,
the Convertible Notes will be convertible at the option of holders
into cash, shares of the Company's common stock or a combination
thereof (with the form of consideration at the Company's election).
The Convertible Notes will mature on
April 15, 2023, unless earlier purchased or converted. The
Convertible Notes will not be redeemable at the Company's option
prior to their maturity date.
In connection with the pricing of the Convertible Notes, the
Company entered into capped call transactions with each of
Citigroup Global Markets Inc. and Goldman, Sachs & Co. In
connection with the full exercise of the over-allotment option
granted to the initial purchasers in the Offering, the Company
entered into additional capped call transactions with the Option
Counterparties.
The Company received net proceeds from the Offering of
approximately $278.9 million, after deducting the initial
purchasers' fees. The Company used approximately $16.1 million of
the net proceeds from the Offering to fund the cost of the capped
call transactions and intends to use the remaining net proceeds for
general corporate purposes.
A full-text copy of the Form 8-K report is available at:
http://is.gd/isbgyp
About Anacor Pharmaceuticals
Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform. Anacor has discovered eight compounds
that are currently in development. Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.
Anacor reported a net loss of $61.2 million on $82.4 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $87.1 million on $20.7 million of total revenues for the
year ended Dec. 31, 2014.
As of Dec. 31, 2015, Anacor had $176 million in total assets, $124
million in total liabilities, $49,000 in redeemable common stock,
and $52.3 million in total stockholders' equity.
APOLLO MEDICAL: Network Medical Reports 36.7% Stake as of March 30
------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Network Medical Management, Inc. disclosed that as of
March 30, 2016, it beneficially owns 3,333,332 shares of common
stock of Apollo Medical Holdings, Inc., representing 36.7 percent
of the shares outstanding. A full-text copy of the regulatory
filing is available for free at http://is.gd/JYuajz
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.
ARCH COAL: Bank Debt Trades at 65% Off
--------------------------------------
Participations in a syndicated loan under which Arch Coal Inc is a
borrower traded in the secondary market at 34.55
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.30 percentage points from the
previous week. Arch Coal pays 500 basis points above LIBOR to
borrow under the $1.95 billion facility. The bank loan matures on
May 17, 2018 and carries Moody's WR rating and Standard & Poor's D
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 1.
ARCH COAL: Blackacre Approved as Committee's Coal Consultant
------------------------------------------------------------
U.S. Bankruptcy Judge Charles E. Rendlen, III, has authorized the
Committee of Unsecured Creditors of Arch Coal, Inc., to employ
Blackacre LLC as coal consultant, nunc pro tunc to Jan. 27, 2016.
The Committee requires Blackacre to:
(a) review and analyze any bid submitted as part of the process
to sell the Debtors' assets;
(b) review and analyze the Debtors' disclosure statement and
plan of reorganization;
(c) review and analyze other proposals made by the Debtors in
their chapter 11 cases to determine whether such proposals
are feasible and optimal;
(d) develop an expert report and opinion and provide expert
testimony with respect to any bid, disclosure statement,
plan of reorganization, or other proposal put forward by
the Debtors; and;
(e) provide such other consulting or advisory services as may
be needed;
Blackacre will charge $500 per hour for Mr. Blackburn's consulting
services. Blackacre will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Blackacre can be reached at:
W. Douglas Blackburn, Jr.
BLACKACRE LLC
2849 Oak Point Lane
Richmond, VA 23233
Tel: (804) 527-1015
Fax: (804) 527-5308
E-mail: blackacrellc@yahoo.com
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and Prime
Clerk LLC as notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.
ARCH COAL: Committee Retains Spencer Fane as Local Counsel
----------------------------------------------------------
U.S. Bankruptcy Judge Charles E. Rendlen, III, has authorized the
Committee of Unsecured Creditors of Arch Coal, Inc., to retain
Spencer Fane LLP as local counsel, nunc pro tunc to Jan. 27, 2016.
The Committee requires Spencer Fane to:
(a) assist lead counsel and advise and represent the Committee
in its consultations with the Debtors regarding the
administration of the case, compliance with local rules,
procedures, forms and other matters;
(b) assist lead counsel and advise and represent the Committee
with respect to the Debtors' retention of professionals and
advisors with respect to the Debtors' business and this
case;
(c) assist lead counsel and advise and represent the Committee
in analyzing the Debtors' assets and liabilities,
investigate the extent and validity of liens and
participate in and review any proposed asset sales, asset
dispositions, financing arrangements and cash collateral
stipulations or proceedings;
(d) assist lead counsel and advise and represent the Committee
in any manner relevant to reviewing and determining the
Debtors' rights and obligations under leases and other
contracts;
(e) assist lead counsel and advise and represent the Committee
in investigating the acts, conduct, assets, liabilities and
financial condition of the Debtors, the Debtors' operations
and the desirability of the continuance of any portion of
those operations, and any other matters relevant to this
Case or to the formulation of a plan;
(f) assist lead counsel and advise and represent the Committee
in connection with any sale of the Debtors' assets;
(g) assist lead counsel and advise and represent the Committee
in its participation in the negotiation, formulation, or
objection to any plan of liquidation or reorganization;
(h) advise the Committee on the issues concerning the
appointment of a trustee or examiner under Section 1104 of
the Bankruptcy Code;
(i) assist lead counsel and advise and represent 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 interests of those represented
by the Committee;
(j) assist lead counsel and advise and represent the Committee
in the evaluation of claims and on any litigation matters,
including avoidance actions; and
(k) provide 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
Partners $290 to $555
Of Counsel $310 to $550
Associates $220 to $300
Paralegals $130 to $220
Spencer Fane can be reached at:
Scott J. Goldstein, Esq.
SPENCER FANE LLP
1000 Walnut, Suite 1400
Kansas City, MO 64106
Tel: (816) 474-8100
Fax: (816) 474-3216
E-mail: sgoldstein@spencerfane.com
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and Prime
Clerk LLC as notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.
ARCH COAL: Kramer Levin Approved as Committee Counsel
-----------------------------------------------------
U.S. Bankruptcy Judge Charles E. Rendlen, III, has authorized the
Committee of Unsecured Creditors of Arch Coal, Inc., to retain
Kramer Levin Naftalis & Frankel LLP as counsel, nunc pro tunc to
Jan. 26, 2016.
Kramer Levin will render any legal services that the Committee may
request in order to discharge the Committee's responsibilities and
further the interests of the Committee's constituents in these
cases. In addition to acting as primary spokesman for the
Committee, it is expected that Kramer Levin's services will
include, without limitation, assisting, advising and representing
the Committee with respect to the following matters:
(a) the administration of the cases and the exercise of
oversight with respect to the Debtors' affairs, including
all issues in connection with the Debtors, the Committee
and/or the Chapter 11 cases;
(b) the preparation on behalf of the Committee of necessary
applications, motions, memoranda, orders, reports, and
other legal papers;
(c) appearances in Court, participation in litigation as a
party-in-interest, and at statutory meetings of creditors
to represent the interests of the Committee;
(d) the negotiation and evaluation of the proposed debtor-in-
possession financing and any other potential financing
alternatives;
(e) the negotiation and evaluation of the proposed
restructuring support agreement and any other potential
alternatives;
(f) the negotiation, formulation, drafting and confirmation of
a plan or plans of reorganization or liquidation and
matters related thereto;
(g) investigation, directed by the Committee, of among other
things, unencumbered assets, liabilities, and financial
condition of the Debtors, prior transactions, and
operational issues concerning the Debtors that may
be relevant to these Chapter 11 Cases;
(h) investigation, directed by the Committee, of the failed
prepetition exchange offer and to take such other action as
the Committee directs;
(i) the negotiation and formulation of any proposed sale of any
of the Debtors' assets, including pursuant to section 363
of the Bankruptcy Code;
(j) communications with the Committee's constituents in
furtherance of its responsibilities, including, but not
limited to, communications required under section 1102 of
the Bankruptcy Code; and
(k) the performance of all of the Committee's duties and powers
under the Bankruptcy Code and the Bankruptcy Rules and the
performance of such other services as are in the interests
of those represented by the Committee.
Kramer Levin will be paid at these hourly rates:
Partners $810 to $1,195
Counsel $875 to $1,150
Special Counsel $800 to $875
Associates $470 to $855
Legal Assistants $310 to $365
Kramer Levin will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kramer Levin can be reached at:
Douglas H. Mannal, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 715-9100
Fax: (212) 715-8000
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and Prime
Clerk LLC as notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.
ASPECT SOFTWARE: Hires AlixPartners as Financial Advisor
--------------------------------------------------------
Aspect Software Parent, Inc., et al., seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
AlixPartners LLP as financial advisor, nunc pro tunc to the March
9, 2016 petition date.
The Debtors require AlixPartners to:
(a) assist with the preparation of the statement of affairs,
schedules and other regular reports required by the
Bankruptcy Court as well as providing assistance in such
areas as testimony before the Court on matters that are
within AlixPartners' areas of expertise;
(b) assist with Monthly Operating Reports and other court and
US Trustee requested or required information;
(c) assist with the additional cataloging of executory
contracts and unexpired leases and advising the Debtors
regarding decisions on assumptions and rejections and cure
amounts;
(d) advise senior management in the negotiation and
implementation of restructuring initiatives and evaluation
of strategic alternatives;
(e) assist in communication and/or negotiation with outside
constituents including stakeholders, vendors and suppliers
and other lenders and their advisors;
(f) manage the claims and claims reconciliation processes;
(g) provide required cash budgeting and reporting under the
agreements and the terms of the DIP motion;
(h) provide assistance to management in connection with the
Debtors' development of its rolling 13-week cash receipts
and disbursements forecasting tool designed to provide on-
time information related to the Debtors' liquidity;
(i) assist in obtaining and presenting information required by
parties-in-interest in the Debtors' bankruptcy process
including official committees appointed by the Court and
the Court itself;
(j) assist the Debtors and outside counsel on the development
of an approach to meet the Bankruptcy Court Rule 2015.3
requirements for reporting on the value, operations and
profitability of those entities in which the Debtors'
estate holds a substantial or controlling interest;
(k) assist the Debtors in other business and financial aspects
of a Chapter 11 proceeding, including, but not limited to,
development of a Disclosure Statement and Plan of
Reorganization;
(l) assist as requested in managing any litigation that may be
brought against the Debtors in the Court;
(m) provide assistance in such areas as testimony before the
Court on matters that are within the scope of this
engagement and within AlixPartners' area of testimonial
competencies;
(n) assist with such other matters as may be requested that
fall within AlixPartners' expertise and that are mutually
agreeable.
AlixPartners will be paid at these hourly rates:
James Mesterharm, Managing Director $1,070
Michael Feder, Managing Director $1,015
Pilar Tarry, Director $830
Steve Hodkinson, Director $830
Raymond Adams, Director $720
Adam Hollerbach, Director $720
Jamie Strohl, Vice President $585
Andrew Parchem, Associate $400
Mary Betik, Paraprofessional $260
Barbara Ferguson, Paraprofessional $240
Managing Director $960–$1,095
Director $720–$880
Vice President $530–$635
Associate $365–$470
Analyst $315–$345
Paraprofessional $240–$260
AlixPartners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
AlixPartners received advance retainer payments aggregating to
approximately $500,000. In the 90 days prior to the Petition Date
and in addition to the Retainer described above, the Debtors paid
AlixPartners a total of approximately $2,188,766.20 incurred in
providing services to the Debtor in contemplation of, and in
connection with, prepetition restructuring activities.
Michael Feder, managing director of AlixPartners, 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 25,
2016, at 2:00 p.m. Objections, if any, are due April 18, 2016, at
4:00 p.m.
AlixPartners can be reached at:
Michael Feder
ALIXPARTNERS, LLP
2000 Town Center, Suite 2400
Southfield, MI 48075
Tel: (212) 490-2500
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.
ASPECT SOFTWARE: Taps Ernst & Young as Auditors and Tax Advisors
----------------------------------------------------------------
Aspect Software Parent, Inc., et al., seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Ernst
& Young LLP as auditors and tax advisors, nunc pro tunc to the
March 9, 2016 petition date.
The Debtors require Ernst & Young to provide:
A. Audit Services
- audit and report on the consolidated financial statements
of Aspect Software Parent, Inc. for the year ended
December 31, 2015.
B. 2015 Tax Compliance Services
- prepare the U.S. federal income tax return, Form 1120 for
Aspect Software Parent, Inc. & Subsidiaries for the year
ended December 31, 2015.
- prepare the state and local income and franchise tax
returns for those jurisdictions listed to the statement of
work.
The specific services that EY LLP will provide as part of this
statement of work include;
- Federal Forms 5471, Information Return of U.S. Persons
With Respect to Certain Foreign Corporations
- Federal Forms 5472, Information Return of a 25% Foreign-
Owned U.S. Corporation of a Foreign Corporation Engaged in
U.S. Trade or Business
- Federal Forms 8858, Information Return of U.S. Persons
With Respect to Foreign Disregarded Entities
- Federal Form 8865, Return of U.S. Persons With Respect to
Certain Foreign Partnerships
C. 2015 ASGH Partnership Compliance Services
- prepare the U.S. Federal income tax return, Form 1065, for
Aspect Software, Inc.'s affiliated entity, Aspect Software
Group Holdings LTD for the fiscal year ended December 31,
2015.
D. Routine On-Call Advisory Services
- provide routine tax advice and assistance concerning
issues as requested by the Debtors when such projects are
not covered by a separate statement of work and do not
involve any significant tax planning or projects. This
statement of work is intended to be used for engagements
to respond to general tax questions and assignments that
are expected, at the beginning of the project, to involve
total professional time not to exceed $25,000 in
professional fees at hourly rates listed in the fee
section for the professionals involved.
The Debtors request that the Court approve the retention of Ernst &
Young at the rates expressed in the Engagement Letters, which are
summarized as follows:
A. Audit Services
- the Debtors will pay a fixed fee of $200,000 for the
remaining Audit Services, in addition to the fees as
described below.
- the fees for Ernst & Young's procedures related to Aspect
Software Parent, Inc.'s goodwill impairment analysis,
going concern analysis, debt restructuring, bankruptcy,
fresh start accounting, and those related to IT systems
implemented during 2015, for each of which fees are based
on the time that its professionals spend performing them,
as adjusted annually on July 1 while the Audit Services
are being performed.
- the rates, by service line and level of professional, for
audit procedures related to IT systems implemented during
2015, as well as for hours incurred beyond those
anticipated in the fee for the Audit Services set forth in
the engagement letter for Audit Services are:
Assurance Services Hourly Rate
------------------ -----------
National Executive
Director/Principal/Partner $725
Executive Director/Partner/
Principal $645
Senior Manager $545
Manager $475
Senior $360
Staff $230
IT Services Hourly Rate
----------- -----------
National Executive
Director/Principal/Partner $990
Executive Director/Partner/
Principal $725
Senior Manager $600
Manager $560
Senior $450
Staff $275
Transaction Advisory Hourly Rate
Services -----------
--------
National Executive
Director/Principal/Partner $810
Executive Director/Partner/
Principal $780
Senior Manager $710
Manager $620
Senior $375
Staff $265
Tax Services Hourly Rate
------------ -----------
National Executive
Director/Principal/Partner $790
Executive Director/
Partner/Principal $675
Senior Manager $620
Manager $540
Senior $330
Staff $265
- the rates, by service line and level of professional, for
completion of Audit Services relating to goodwill
impairment analysis, going concern analysis, debt
restructuring, bankruptcy, and fresh start accounting, are
as follows:
Assurance Services Hourly Rate
------------------ -----------
National Executive
Director/Principal/Partner $965
Executive Director/
Partner/Principal $860
Senior Manager $730
Manager $630
Senior $480
Staff $305
IT Services Hourly Rate
----------- -----------
National Executive
Director/Principal/Partner $1,320
Executive Director/
Partner/Principal $965
Senior Manager $800
Manager $750
Senior $600
Staff $365
Transaction Advisory Hourly Rate
Services -----------
--------
National Executive
Director/Principal/Partner $1,080
Executive Director/
Partner/Principal $1,040
Senior Manager $945
Manager $830
Senior $500
Staff $350
Tax Services Hourly Rate
------------ -----------
National Executive
Director/Principal/Partner $1,050
Executive Director/
Partner/Principal $900
Senior Manager $825
Manager $720
Senior $440
Staff $350
- In addition, Ernst & Young will use personnel from another
Ernst & Young Firm's Global Talent Hub (GTH) located in
India to perform certain aspects of Audit Services. Ernst
& Young estimate its fees for GTH personnel will be $4,750
based on 50 hours at $75 per hour.
B. 2015 Tax Compliance Services
- Ernst & Young expects that its fee will be approximately
$160,000, provided that Ernst & Young timely receives all
information necessary for the completion of the returns.
C. 2015 ASGH Partnership Compliance Services
- Ernst & Young expects that its fee will be approximately
$11,750, provided that Ernst & Young timely receives all
information necessary for the completion of the returns.
D. Routine On-Call Advisory Services
- The Debtors will pay Ernst & Young fees for the Services
based on the time that its professionals spend performing
them, as adjusted annually on July 1 while the Services
under this statement of work are being performed. The
rates, by level of tax professional, are as follows:
Title Hourly Rate
----- -----------
National Executive
Director/Principal/Partner $1,093–$1,148
Executive Director/
Principal/Partner $959–$1,100
Manager/Senior Manager $765–$993
Staff/Senior $260–$656
Before the Petition Date, Ernst & Young received a retainer from
the Debtors in the amount of $200,000. As of the Petition Date, the
balance of the Retainer was approximately $108,161.
Eric S. Lewis, partner of Ernst & Young, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
The Bankruptcy Court will hold a hearing on the motion on April 25,
2016, at 2:00 p.m. Objections, if any, are due April 18, 2016, at
4:00 p.m.
Ernst & Young can be reached at:
Eric S. Lewis
ERNST & YOUNG LLP
Ernst & Young Tower
One Renaissance Square, Ste. 2300
2 North Central Avenue
Phoenix, AZ 85004
Tel: (602) 322-3000
Fax: (602) 322-3023
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.
ASPECT SOFTWARE: Taps Prime Clerk as Administrative Advisor
-----------------------------------------------------------
Aspect Software Parent, Inc., et al., seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Prime
Clerk LLC as administrative advisor, nunc pro tunc to the March 9,
2016 petition date.
The Debtors require Prime Clerk to:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank backoffices, and
institutional holders;
(b) prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
(c) act as subscription agent in connection with the rights
offering contemplated by the Debtors' chapter 11 plan;
(d) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
(e) provide a confidential data room, if requested;
(f) manage and coordinate any distributions pursuant to a
chapter 11 plan; and
(g) provide such other processing, solicitation, balloting, and
other administrative services described in the Engagement
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 Office of the Clerk of the
Bankruptcy Court.
Prime Clerk will be paid at these hourly rates:
Analyst $30-$50
Technology Consultant $80-$100
Consultant/Sr. Consultant $90-$170
Director $175-$195
Solicitation Consultant $185
Director of Solicitation $210
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin P.D. Schrag, executive vice president of Prime Clerk,
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 25,
2016, at 2:00 p.m. Objections, if any, are due April 18, 2016, at
4:00 p.m.
Prime Clerk can be reached at:
Shai Waisman
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
E-mail: swaisman@primeclerk.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.
ASTORIA FINANCIAL: Fitch Maintains 'B' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Positive on the 'BBB-/F3'
Long-Term and Short-Term Issuer Default Ratings (IDRs) of Astoria
Financial Group, Inc. (AF) and its principal banking subsidiary,
Astoria Bank. Upon completion of AF's merger with New York
Community Bancorp (NYCB; 'BBB+/F2'/Outlook Stable), which is
scheduled to close 4Q16, Fitch expects to upgrade AF's ratings and
align them with NYCB's ratings. The merger transaction is valued
at $2 billion.
Fitch reviewed AF as part of its U.S. Niche Real Estate Bank Peer
Review, which also includes Dime Community Bancshares, Inc.,
Emigrant Bancorp, Inc., and New York Community Bancorp, Inc.
While the business models of the U.S. Niche Real Estate Banks vary,
these banks are generally characterized by their limited deposit
franchises and geographic concentrations when compared to larger
U.S. banks. Fitch views these limitations as ratings constraints
across the peer group. The group is composed of banks with total
assets ranging from approximately $5 billion to approximately $50
billion that lend primarily in the New York City metropolitan
residential real estate market.
KEY RATING DRIVERS - IDRs, VRs, AND SENIOR DEBT
Fitch believes integration risks are low given AF's simplistic
business model, the relatively good credit performance of AF's loan
book, and solid knowledge of the common footprint. The financial
aspects of the transaction seem reasonable. From a strategic
perspective, the merger offers NYCB a good opportunity to deepen
its mortgage lending business and broaden its overall
diversification given AF is essentially a niche mortgage real
estate lender. Although integration and execution risks exist,
Fitch believes should challenges arise, they would be manageable
for NYCB. AF's balance sheet is not complex, which should help the
integration process. Additionally, NYCB has demonstrated a good
track record of successfully completing acquisitions through the
years.
The Rating Watch Positive reflects Fitch's view that NYCB's
acquisition addresses AF's challenges regarding earnings pressures
as well as interest rate risk. Fitch expects to resolve AF's
Rating Watch upon the completion of the transaction with NYCB.
Completion of the transaction is expected in 4Q16 and subject to
customary closing conditions, including required regulatory
approvals.
The ratings are supported by AF's good asset quality, solid
underwriting, and strong capital position. Key rating constraints
include AF's below-peer profitability, related interest rate risk,
and relatively weaker liquidity profile compared to similarly-rated
bank peers.
Fitch believes AF has good asset quality and considers it a key
credit strength. As a result of a strategic portfolio shift, over
one-third of the bank's loan book is now comprised of NYC
multifamily real estate loans, the vast majority of which are
secured by rent-controlled properties. Fitch views NYC multifamily
real estate loans as relatively safe assets because favourable rent
regulations generally keep building vacancies low and ultimately
reduce the volatility of cash flows generated by such properties.
Furthermore, AF significantly reduced its level of non-performing
assets (NPAs) through a bulk sale of non-accruing residential
mortgage loans in third quarter 2014 (3Q'14). The sale brought AF's
total non-performing assets down almost $200 million, or from 3.77%
of total loans, and real estate owned (as of 1Q'14) to 2.19% (as of
3Q'14). Fitch observes that AF's level of NPAs relative to total
loans and real estate owned continues to remain low as of 4Q'15 at
2.27%. No bulk sale transactions were undertaken in 2015.
AF's ratings are also supported by solid underwriting performance.
AF experienced low credit costs through the latest credit cycle
with net charge-offs averaging about 31 basis points (bps) over the
last 10 years, peaking at 62 bps in 2008. Fitch believes AF's
underwriting standards are conservative and entail low
loan-to-value ratios and good cash flow coverage.
Earnings are a rating constraint, in Fitch's view. AF is heavily
reliant on spread income and is affected negatively during periods
of low interest rates. Historically, AF's earnings have also been
cyclical, which is incorporated into the ratings.
Fitch also views AF's liquidity profile as a rating constraint.
Although AF currently has sufficient liquidity, the company is
relatively more reliant on non-core funding sources such as FHLB
advances and repurchase agreements. In 2015, average wholesale
funding balances totalled $4.1 billion or 27% of average assets.
Because AF has relatively higher reliance on wholesale funding, the
company has a relatively higher loan-to-deposit ratio and higher
cost of funds.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
AF has a Support Rating of '5' and Support Rating Floor of 'NF'. In
Fitch's view, AF is not systemically important and therefore, the
probability of support is unlikely. IDRs and Viability Ratings
(VRs) do not currently incorporate any support.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
AF's preferred securities are rated five notches below its VR.
Preferred stock is notched two times from the VR for loss severity,
and three times for non-performance. Hybrid securities ratings are
in accordance with Fitch's criteria and assessment of the
instruments' non-performance and loss severity risk profiles.
KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY
The IDRs and VRs of AF's bank subsidiary benefits from the
cross-guarantee mechanism in the U.S. under FIRREA, and therefore
the IDRs and VRs of Astoria Bank are equalized across the group.
KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS
AF's uninsured deposit ratings are rated one notch higher than the
company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default.
RATING SENSITIVITIES
IDRs, VRS, AND SENIOR DEBT
AF's ratings will likely be upgraded upon NYCB's completion of the
merger. Should NYCB be unable or unwilling to complete the merger
AF, Fitch would evaluate the reason and assess AF's ratings
accordingly.
SUPPORT RATING AND SUPPORT RATING FLOOR
AF's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption as to capacity to procure extraordinary support
in case of need.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings of subordinated debt and other hybrid capital issued by
AF and its subsidiary are primarily sensitive to any change in AF's
VR.
SUBSIDIARY AND AFFILIATED COMPANIES
As the IDRs and VRs of the subsidiaries are equalized with those of
AF to reflect support from their ultimate parent, they are
sensitive to changes in the parent's propensity to provide support,
which Fitch currently does not expect, or from changes in AF's
IDRs.
Fitch maintains these ratings on Rating Watch Positive:
Astoria Financial Corporation
-- Long-term IDR 'BBB-';
-- Short-term IDR 'F3';
-- Senior Debt 'BBB-';
-- Preferred Stock 'B'
-- Viability Rating 'bbb-';
-- Support Rating '5';
-- Support Rating Floor 'NF'.
Astoria Bank (Formerly Astoria Federal Savings and Loan
Association)
-- Long-term IDR 'BBB-';
-- Short-term IDR 'F3';
-- Long-term Deposits 'BBB';
-- Short-term Deposits 'F2'
-- Viability Rating 'bbb-';
-- Support Rating '5';
-- Support Rating Floor 'NF'.
ATK OILFIELD: Files Temporary Restraining Order vs. U.S. Creditors
------------------------------------------------------------------
Ernst & Young, Inc., the court-appointed receiver and authorized
foreign representative of ATK Oilfield Transportation Inc. and ATK
Oilfield Transportation (USA) Inc., sought emergency provisional
relief under the Bankruptcy Code, staying execution against the
Debtors' assets until and through the Bankruptcy Court's
consideration of its expedited petition for recognition of
proceedings currently pending in Canada.
On March 30, 2016, Alberta Treasury Branches, the Debtors' secured
creditor, filed an application for receivership with the Court of
Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada.
The Canadian Court entered on April 1, 2016, a receivership order
which provides for a stay against seizure of assets and litigation
akin to the automatic stay embodied in Section 362(a) of the
Bankruptcy Code. The Receivership Order and papers submitted in
conjunction therewith establish that the Debtors are presently
insolvent and unable to pay their debts as they become due.
"[E]mergency provisional relief is necessary to prevent creditors
and other parties from continuing litigation or taking action
against the Debtors' U.S. assets that could prejudice and disrupt
the Canadian Proceedings, thereby interfering with the Receiver's
ability to conduct an orderly liquidation for the benefit of all
creditors and other stakeholders," said Steve A. Peirce, Esq., at
Norton Rose Fulbright US LLP, counsel to the Receiver.
Headquartered in Calgary, Alberta with operations throughout
Western Canada and the Permian Basin in the United States, the
Debtors' business consists of moving drilling rigs. The Debtors'
assets, located in Canada and the United States, consist of various
equipment, rolling stock (trucks and trailers), contracts and
contract receivables, leased real property in Canada and Texas, as
well as owned real property located in Edson, Alberta and
Floresville, Texas.
ATK Oilfield Transportation Inc. and ATK Oilfield Transportation
(USA) Inc., filed Chapter 15 petitions in the U.S. Bankruptcy Court
for the Western District of Texas (Bankr. W.D. Tex. Case Nos.
16-70042 and 16-70043, respectively) on April 1, 2016. Judge
Ronald B. King has been assigned the case.
ATK OILFIELD: Seeks Joint Administration of Cases
-------------------------------------------------
Ernst & Young Inc., as the court-appointed receiver and authorized
foreign representative of ATK Oilfield Transportation Inc. and ATK
Oilfield Transportation (USA) Inc., asked the Bankruptcy Court to
jointly administer the Debtors' Chapter 15 cases under Lead Case
No. 16-70042.
The Receiver said the granting of emergency relief for joint
administration will result in savings and ease of administration
for the Court and the creditors.
The Receiver plans to conduct an orderly liquidation of the assets
of the Debtors, a group of Canadian-based companies that have been
placed into a receivership proceeding under the Bankruptcy and
Insolvency Act in Canada.
About ATK Oilfield
Headquartered in Calgary, Alberta with operations throughout
Western Canada and the Permian Basin in the United States, the
Debtors' business consists of moving drilling rigs. The Debtors'
assets, located in Canada and the United States, consist of various
equipment, rolling stock (trucks and trailers), contracts and
contract receivables, leased real property in Canada and Texas, as
well as owned real property located in Edson, Alberta and
Floresville, Texas.
On March 30, 2016, Alberta Treasury Branches, the Debtors' secured
creditor, filed an application for receivership with the Court of
Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada.
The Canadian Court entered on April 1, 2016, a receivership order
which provides for a stay against seizure of assets and litigation
akin to the automatic stay embodied in Section 362(a) of the
Bankruptcy Code. Among other things, the Receivership Order
appointed Ernst & Young Inc. as the Receiver of the Debtors.
ATK Oilfield Transportation Inc. and ATK Oilfield Transportation
(USA) Inc., filed Chapter 15 petitions in the U.S. Bankruptcy Court
for the Western District of Texas (Bankr. W.D. Tex. Case Nos.
16-70042 and 16-70043, respectively) on April 1, 2016. The
petitions were signed by Ernst & Young, Inc., the court-appointed
receiver and authorized foreign representative of the Debtors.
Norton Rose Fulbright US LLP serves as the Receiver's counsel.
Judge Ronald B. King has been assigned the case.
ATLANTIC CITY, NJ: Council in Political Standoff with Governor
--------------------------------------------------------------
Patrick McGeehan, writing for The New York Times' DealBook,
reported that Atlantic City's government is on the verge of running
out of money, even after persuading its employees to defer their
paychecks for four weeks.
The city's mayor and City Council are engaged in a political
standoff with Gov. Chris Christie that turned nasty and personal
last week, the report related.
According to the report, on April 8, the speaker of the State
Assembly, Vincent Prieto, a Democrat, added fuel to Mr. Christie's
ire by introducing legislation intended to help Atlantic City that
the governor had vowed he would not sign. Mr. Christie, a
Republican, has already sued the city's government for failing to
make timely payments to the local schools -- even though the school
board president said he opposed the lawsuit, the report further
related.
The nine unions that represent city workers agreed to defer payment
until property taxes for the second quarter of the year are
collected, a concession the City Council approved on April 7, the
report added. Until that arrangement was worked out, the city
planned to shut City Hall and suspend all but the most essential
services until May, the report said.
AUTHENTIDATE HOLDING: Common Stock Delisted From NASDAQ
-------------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the Securities and
Exchange Commission notifying the removal from listing or
registration of Authentidate Holding Corp's common stock on the
Exchange.
About Authentidate
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements. The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems. These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities. Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.
Authentidate reported a net loss of $9.7 million on $3.68 million
of total revenues for the year ended June 30, 2015, compared to a
net loss of $7.14 million on $5.55 million of total revenues for
the year ended June 30, 2014.
EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company's recurring losses
from operations and negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.
As of Dec. 31, 2015, Authentidate had $3.41 million in total
assets, $9.55 million in total liabilities and a $6.14 million
total shareholders' deficit.
AXION INTERNATIONAL: Seeks Extension of Exclusive Period to June 29
-------------------------------------------------------------------
Axion International, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the exclusive period by
which the Debtors must (a) file a Chapter 11 plan through and
including June 29, 2016, and (b) solicit acceptances of that Plan
through and including August 29, 2016.
Although the Debtors have already filed their Joint Plan of
Liquidation and Disclosure Statement, the Debtors do not anticipate
confirming the Plan until May 2016, after the 120 day exclusivity
period has run, Scott D. Cousins, Esq., at Bayard, P.A., in
Wilmington, Delaware -- scousins@bayardlaw.com -- reminds the
Court. Accordingly, he asserts, the Debtors file this Motion as a
precaution to ensure that their exclusive periods to file the Plan
and solicit acceptances of the same do not run while they seek to
confirm the Plan.
Although the Debtors have made substantial progress in
administering their estates, the sale of their assets and the
formulation and confirmation of the Chapter 11 Plan will require
additional time and effort so that the Debtors may maximize value
for the estates and its creditors, Mr. Cousins explains.
About Axion International
Axion International, Inc., et al., manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats. As of Dec. 2, 2015, Axion had
70 employees.
Axion International Holdings, Inc., is a publicly-traded company
(AXIH), organized under Colorado law, with executive offices
located in Zanesville, Ohio. As of the Petition Date, Holdings had
54,121,611 shares of common stock, par value $0.016 per share,
traded on the OTCC Bulletin Board.
Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015.
The petitions were signed by Donald W. Fallon, the CFO and
treasurer. Judge Christopher S. Sontchi has been assigned to the
cases.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP
serves as special counsel. Epiq Bankruptcy Solutions, LLC serves
as the Debtors' claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esq., at the Law Offices of Sandra Mayerson.
Community Bank is represented by Christopher P. Simon, Esq., and
Kevin S. Mann, Esq., at Cross & Simon, LLC.
BALMORAL RACING: Winds Down Remaining Operations
------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Balmoral Racing Club Inc.
and Maywood Park Trotting Association Inc. to wind down and cease
remaining operations.
The Debtors are also authorized to terminate the engagement of
Rossoff & Company LLC as investment banker.
All racing activity at the Debtors' tracks has ceased due to the
loss of licensing and the Debtors have no ability to run any races
in 2016. The Debtors' primary revenues come from pari-mutuel
wagering on the races run at their tracks. The ITW and OTB
operations, by themselves, do not generate a profit for the
Debtors; without live racing available in 2016 there is no net
benefit to the estate of their continued operation. Over the
course of a 9-month marketing and Sale Process, no bids have been
received for Maywood or Balmoral as going concerns. Because the
Maywood Track Lease is deemed rejected pursuant to Section
365(d)(4) of the Code, and because racing operations have now
ceased entirely, the Debtors and RCO do not foresee any going
concern bids to be forthcoming.
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 Dec. 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.
BEYOND THE RACK: Can Restructure Under CCAA; RAG Named as Monitor
-----------------------------------------------------------------
The Quebec Superior Court issued on March 24, 2016, an initial
order under the Companies' Creditors Arrangement Act in respect of
7098961 Canada Inc. fka Beyond The Rack Enterprises Inc. in the
proceeding bearing Court File No. 500-11-050409-164, declaring that
the Debtor is a company to which the CCAA applies.
Richter Advisory Group Inc. has been appointed monitor in the CCAA
Proceeding. Information regarding the Debtor may be obtained from
Benoit Gingues of Richter (514.934.3514 or bgingues@richter.ca) as
well as from consulting Richter's internet website at
http://www.richter.ca/en/folder/insolvency-cases/0-9/7098961-canada-inc
The monitor can be reached at:
Richter Advisory Group Inc.
1981 McGill College
Montreal, Quebec, H3A 0G6
Tel: 514.908.3796/1.866.585.9751
Fax: 514.908.3797/1.866.773.2196
BILL BARRETT: Egan-Jones Cuts Sr. Unsecured Rating to C From CC
---------------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured rating
for debt issued by Bill Barrett Corp. to C from CC on March 4,
2016. EJR also lowered the rating of commercial paper issued by the
Company to D from C.
Bill Barrett Corporation is an independent oil and gas company
focused on natural gas exploration.
BRIDGE CLUB: Court Affirms Order Granting Abram's Atty Fees
-----------------------------------------------------------
Samuel Rosen filed an appeal from three separate bankruptcy court
orders: (1) Order Granting Appellee Thomas L. Abrams' Emergency
Motion to Enforce Second Amended Plan and Order Confirming Second
Amended Plan and Release, Exculpation, Injunction and Discharge
Provisions Therein (2) Order Granting Thomas L. Abrams' Emergency
Motion to Enforce Settlement Agreement and for Recovery of
Attorney's Fees and Costs and (3) Order Granting Fees, Overruling
Opposition and Determining That Evidentiary Hearing Is Not
Necessary.
This appeal was triggered by a demand letter sent by the Appellant
to The Fort Lauderdale Bridge Club, Inc., demanding that the Bridge
Club sue Appellee Thomas Abrams, its counsel, for "malpractice" in
connection with his representation of the Bridge Club in bankruptcy
proceedings. The bankruptcy court ruled that the demand letter
breached a settlement agreement signed by, among others, Rosen and
Abrams, which released Abrams from any and all claims that were or
could have been asserted against him based on his representation of
the Bridge Club. As a result, the bankruptcy court awarded Abrams
attorney's fees and costs as the prevailing party under the
Settlement Agreement. The bankruptcy court also found that the
Second Amended Joint Plan of Reorganization which had already been
confirmed, precluded Rosen's demand—a fact acknowledged by Rosen
himself before the bankruptcy court.
There are three issues before this Court on appeal. First, whether
Rosen has standing to appeal the bankruptcy court's ruling that,
under the Reorganization Plan, Rosen's claim is "barred, released
and permanently enjoined and shall not be brought by The Fort
Lauderdale Bridge Club, Inc. directly or by any persons claiming by
or through the Fort Lauderdale Bridge Club, Inc. directly or
derivatively." Second, whether the bankruptcy court erred in ruling
that Rosen breached the Settlement Agreement. Third, whether the
bankruptcy court abused its discretion in awarding Abrams $5,320 in
attorney's fees and costs as the prevailing party under the
Settlement Agreement.
In an Order dated March 10, 2016, which is available at
http://is.gd/YjfJsjfrom Leagle.com, Chief District Judge K.
Michael Moore of the United States District Court for the Southern
District of Florida affirmed the Bankrutpcy Court's Orders.
Abrams' pending Motion for Limited Relinquishment of Jurisdiction
is denied as moot. Per the bankruptcy court's Order Denying Motion
to Enforce Without Prejudice, Abrams may proceed to file a renewed
motion for entry of judgment against Rosen.
The case is SAMUEL D. ROSEN, Appellant, v. THOMAS L. ABRAMS,
Appellee, Case No. 1:15-cv-22380.
Samuel Rosen, Appellant, is represented by Douglas Crane Broeker,
Esq. -- Sweetapple, Broeker & Varkas, P.L..
Thomas L. Abrams, Appellee, is represented by Jeffrey Bruce
Crockett, Esq. -- JCrockett@coffeyburlington.com -- Coffey
Burlington, P.L. & Thomas Louis Abrams, Esq. -- Gamberg & Abrams.
BSA INTERNATIONAL: Bankr. Ct. Doesn't Approve Disclosure Statement
------------------------------------------------------------------
The Honorable Scott C. Clarkson convened a hearing on Mar. 29,
2016, to consider a Motion filed by interested party Sea Sound
Aero-Technology, LLC, asking the Court to approve (1) a disclosure
statement explaining a first amended joint chapter 11 plan of
reorganization for BSA International Aerospace Co.; (2)
solicitation and tabulation procedures; (3) a modified plan
confirmation schedule; and (4) establishment of claim bar dates.
Judge Clarkson denied the Motion and memorialized his ruling in an
Order entered Apr. 8, 2016.
BSA International Aerospace Co., based in Riverside, Calif., sought
chapter 11 protection (Bankr. C.D. Cal. Case No. 15-18644) on Aug.
29, 2015, is represented by Todd L. Turoci, Esq., at The Turoci
Firm, and estimated its assets at $352,066 and liabilities at $1.52
million at the time of the filing.
BURCON NUTRASCIENCE: Obtains $2-Mil. Financing from ITC Unit
------------------------------------------------------------
Burcon NutraScience Corporation announced in a press release that
it has entered into a convertible note purchase agreement on April
7, 2016, pursuant to which it will issue a convertible note to
Large Scale Investments Limited, a wholly-owned subsidiary of ITC
Corporation Limited, for the principal amount of $2,000,000.
Funding by the Lender and the issuance of the Note is expected to
occur after May 4, 2016, but no later than May 13, 2016. The Note
will bear interest at a rate of 8% per annum, calculated daily,
compounded monthly. Interest will accrue on the Principal Amount
and will be payable on the earlier of three years from the issue of
the Note, the occurrence of an event of default as set out in the
Note, or voluntary prepayment by Burcon.
The Lender may convert the Principal Amount in whole or in part
into common shares in the capital of Burcon at any time commencing
on or after July 1, 2016, and up to and including the Maturity
Date. The conversion price is $4.01 per Common Share, which
represents a premium of approximately 24% over the volume weighted
average trading price of the Common Shares on the Toronto Stock
Exchange for the 5 trading days immediately before April 7, 2016.
Burcon also has the right, before the Maturity Date, upon written
notice to the Lender of not less than 30 days, to prepay in cash
all or any portion of the Principal Amount by paying to the Lender
an amount equal to the Principal Amount to be prepaid multiplied by
110%. At any time on or after July 1, 2016, and up to the end of
such 30-day notice period, the Lender will have the right to
convert the Principal Amount in full or in part, into Common Shares
at the Conversion Price. The Note and any Common Shares issued
upon the conversion of the Note will be subject to a four month
hold period under applicable Canadian securities laws.
The payment of the Principal Amount and all accrued and unpaid
interest thereon will be subordinated in right of payment to any
amount owing in respect of secured indebtedness of Burcon. Subject
to prior TSX approval and the consent of the Lender, Burcon may pay
any interest that is due and payable under the Note through the
issuance of Common Shares at a conversion price equal to the volume
weighted average trading price of the Common Shares on the TSX for
the 5 trading days immediately prior to the date such interest is
due and payable.
The net proceeds from the issue of the Note will be used for
continued research and development of Burcon's protein extraction
and purification technologies, commercialization of Burcon's pea
protein technology, continued work on Burcon's intellectual
property portfolio and general corporate purposes.
ITC is an insider and related party of Burcon as it currently holds
7,477,821 Common Shares, representing approximately 20.87% of the
outstanding Common Shares as of April 7, 2016. In addition, Mr.
Alan Chan and Ms. Rosanna Chau, directors of Burcon, are also
directors of ITC. Accordingly, the Note is considered a "related
party" transaction pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions.
Burcon is relying on the exemptions available under sections 5.5(a)
and 5.7(a) of MI 61-101 from the formal valuation and minority
shareholder approval requirements, respectively. The Note was
approved by the board of directors of Burcon with Mr. Alan Chan and
Ms. Rosanna Chau abstaining from participating in the vote. Burcon
will file a material change report containing the prescribed
disclosure under MI 61-101 on or before April 15, 2016.
"We are pleased to have arranged this financing with ITC
Corporation Limited and appreciate their continued support," said
Johann Tergesen, Burcon's president and chief operating officer,
adding, "Burcon has benefited from the support of ITC Corporation
Limited right back to our founding in 1998."
The issuance of the Note is subject to the approval of the TSX.
About Burcon NutraScience
Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation has developed a portfolio of composition, application,
and process patents originating from its core protein extraction
and purification technology. The Company's patented processes
utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain
nutritional, functional and nutraceutical profiles.
For the nine months ended Dec. 31, 2015, the Company reported a
loss and comprehensive loss of C$4.95 million on C$73,240 of
revenue compared to a loss and comprehensive loss of C$5.04 million
on C$79,879 of revenue for the nine months ended Dec. 31, 2014.
As of Dec. 31, 2015, Burcon had C$5.56 million in total assets,
C$374,211 in liabilities and $5.18 million in shareholders'
equity.
"As at December 31, 2015, the Company had minimal revenues from its
technology, had an accumulated deficit of C$75,940,041, and had
relied on equity financings, private placements, rights offerings
and other equity transactions to provide the financing necessary to
undertake its research and development activities. As at December
31, 2015, the Company had cash and cash equivalents of C$1,908,210
and short-term investments of C$1,384,000. These conditions
indicate existence of a material uncertainty that casts substantial
doubt about the ability of the Company to meet its obligations as
they become due and, accordingly, its ability to continue as a
going concern," the Company stated in its quarterly report for the
period ended Dec. 31, 2015.
CAESARS ENTERTAINMENT: Bank Debt Trades at 8% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc is a borrower traded in the secondary market at
92.10 cents-on-the-dollar during the week ended Friday, April 1,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.55 percentage points from
the previous week. Caesars Entertainment pays 600 basis points
above LIBOR to borrow under the $2.5 billion facility. The bank
loan matures on Sept. 24, 2020 and carries Moody's B3 rating and
Standard & Poor's CCC+ rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended April 1.
CCO HOLDINGS: Fitch Rates New $1-Bil. Sr. Unsecured Notes 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to CCO Holdings, LLC's
(CCOH) proposed issuance of $1 billion of senior unsecured notes
due 2026. The ratings have been placed on Positive Watch.
Net offering proceeds are expected to be used to repurchase or
redeem a portion of CCOH's outstanding $600 million of 7% senior
notes due 2019 (7% senior notes) and $750 million of 7.375% senior
notes due 2020 (7.375% senior notes) and pay related fees and
expenses. CCOH intends to use the remaining portion of net
proceeds from its $1.7 billion of 5.875% senior unsecured bond
issuance in February 2016, which is currently being held as cash
and cash equivalents, to repurchase or redeem a portion of CCOH's
outstanding 7% senior notes, 7.375% senior notes and outstanding
$1.5 billion of 6.5% senior notes due 2021 (6.5% senior notes) and
pay related fees and expenses and for general corporate purposes.
Additional uses could include funding a portion of potential
incremental cash needs related to Charter Communications, Inc.'s
(Charter) previously announced merger transaction with Time Warner
Cable, Inc. (TWC), whereby TWC shareholders elect to receive $115
per share in cash rather than $100 per share. Any redemption or
repurchase of the 6.5% notes would not take place until after the
cash elections and required funding amount was determined.
Charter initially used a portion of net proceeds from the February
2016 offering to pay down amounts outstanding under its revolver
($273 million as of Dec. 31, 2015).
On May 23, 2015, Charter announced a merger with TWC for total
consideration as of April 7, 2016 of $208.72 per share, providing a
total valuation for TWC of $80.9 billion. The offer consists of a
combination of cash and Charter stock totaling $60.0 billion for
all outstanding TWC shares. TWC shareholders have two options for
the split between cash and Charter common stock: 1) $100.00 cash
and 0.5409 shares of Charter common stock for each share of TWC
common stock or 2) $115.00 cash and 0.4562 shares of Charter common
stock for each share of TWC common stock. If shareholders choose
the latter option, Charter has the financial flexibility, which may
include a portion of the net proceeds from February's issuance, to
fund the increased cash needs. If Charter requires additional
liquidity to satisfy cash funding needs for TWC shareholders, CCOH
has committed financing in place for $5.0 billion of unsecured
debt.
Fitch placed CCOH and Charter Communications Operating, LLC's (CCO)
'BB-' IDRs on Rating Watch Positive following the April 2015
announcement of the acquisition of Bright House Networks (Bright
House) from Advance/Newhouse Partnership (A/N). The Bright House
acquisition is valued at $11.4 billion as of April 7, 2016.
Following the announcement that Comcast Corporation and TWC had
terminated their merger agreement, on May 18, 2015 Charter and A/N
reaffirmed their commitment to complete the Bright House
acquisition under the same economic and governance terms. CCOH and
CCO are indirect wholly owned subsidiaries of Charter.
Fitch views both transactions positively and believes they will
strengthen Charter's overall credit profile. Fitch anticipates
that Charter's total leverage, pro forma for both the TWC merger as
it is currently structured and the Bright House acquisition, would
be under 5.0x at closing. Integration risks are elevated, and
Charter's ability to manage the integration process and limit
disruption to the company's overall operations is key to the
success of the transactions.
On a pro forma basis the combined company will serve 25 million
customer relationships and become the second largest cable multiple
system operator in the country. Pro forma Fiscal Year 2015
revenues and EBITDA totaled approximately $37.4 billion and $13.2
billion, respectively.
Charter's operating strategies are having a positive impact on the
company's operating profile resulting in a strengthened competitive
position. The market share-driven strategy, which is focused on
enhancing the overall competitiveness of Charter's video service
and leveraging its all-digital infrastructure, is improving
subscriber metrics, growing revenue and ARPU trends, and
stabilizing operating margins.
Resolution of the Rating Watch will largely be based on Fitch's
review of Charter's ultimate capital structure including assignment
of potential equity credit to the convertible preferred partnership
units and an assessment of the risks associated with Charter's
ability to integrate the new cable systems from TWC and Bright
House.
KEY RATING DRIVERS
All three entities regularly produce strong levels of free cash
flow (FCF) that provide the company with substantial financial
flexibility. Charter management stated that, in the short term,
they will use FCF to meet existing and planned amortization, which
along with EBITDA improvement is expected to lower leverage by 0.6x
annually. They also stated that there are no short-term plans for
shareholder friendly activities.
KEY ASSUMPTIONS
Due to the uncertainty surrounding approval of the TWC and Bright
House transactions, Fitch's forecast reflects Charter on a
standalone basis.
Fitch's key assumptions within the rating case for Charter
include:
-- Low-to-mid single digit cable revenue growth highlighted by
continued high-speed data and commercial service revenue
growth.
-- EBITDA margins remain flat reflecting ARPU growth from
subscribers taking more advanced video services and higher
speed data service tiers, offset by increased programming
costs and spending to enhance customer service and products.
-- Fitch estimates Charter will generate $400 million of FCF in
2016, slightly less than the anticipated $1 billion to
$1.2 billion of FCF during 2017 and 2018, respectively. FCF
in 2016 is negatively impacted by additional interest
expense related to debt issued by CCOH Safari, LLC, CCO
Safari II, LLC, and CCO Safari III, LLC to proactively fund
the TWC and Bright House transactions.
RATING SENSITIVITIES
Positive rating actions would be contemplated given these:
-- The TWC merger and the Bright House acquisition go forward
as total leverage is expected to be below 5.0x;
-- If the company demonstrates progress in closing gaps
relative to its industry peers on service penetration rates
and strategic bandwidth initiatives;
-- Operating profile strengthens as the company captures
sustainable revenue and cash flow growth envisioned when
implementing the current operating strategy.
Fitch believes negative rating actions would likely coincide with
these:
-- A leveraging transaction or the adoption of a more
aggressive financial strategy that increases leverage beyond
5.5x in the absence of a credible deleveraging plan;
-- Adoption of a more aggressive financial strategy;
-- A perceived weakening of Charter's competitive position or
failure of the current operating strategy to produce
sustainable revenue and cash flow growth along with
strengthening operating margins.
LIQUIDITY
Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category. Charter's
financial flexibility will improve in step with the growth of free
cash flow generation. Charter generated $519 million of FCF during
the year ended Dec. 31, 2015. Although FCF had been increasing due
primarily to a decrease in capital expenditures driven by the
completion of Charter's transition to all digital in 2014, 2015 was
negatively impacted by interest expense associated with Safari
Entities debt. The company's liquidity position includes cash of
$5 million, excluding cash held in escrow at Safari Entities, and
is supported by $961 million of borrowing capacity from its $1.3
billion revolver and anticipated FCF generation. Commitments under
the company's revolver will expire in April 2018. Fitch notes that
the revolver will increase to $3.0 billion as part of the TWC and
Bright House transactions.
Charter's leverage as of the last 12 months ended Dec. 31, 2015,
was 4.1x, excluding the debt issued by Safari Entities. Charter's
total leverage target remains unchanged, ranging between 4x and
4.5x, and will remain unchanged following the completion of the
transactions. Fitch recognizes that a large portion of the TWC
transaction will involve senior secured debt, both at TWC and the
Safari Entities, including approximately $22.5 billion of existing
TWC senior secured debt. All existing TWC and Safari Entities
first-lien debt will be rolled into CCO and will have equal and
ratable security with all existing Charter first lien debt.
Charter recently stated it expects first lien leverage of 3.5x
following the completion of the transactions. Depending on the
ultimate capital structure, a one- or two- notch upgrade of
Charter's IDR and existing ratings could be possible provided that
pro forma senior secured leverage is at or below 4x and total
leverage does not exceed 5x.
Charter proactively extended its maturity profile and only 5% of
outstanding debt matures before 2019, including $93 million and
$102 million during 2016 and 2017, respectively. Fitch believes
that Charter has the financial flexibility to retire near term
maturities with cash on hand and future FCF.
FULL LIST OF RATING ACTIONS
Fitch has assigned this rating:
CCO Holdings, LLC
-- Senior unsecured notes 'BB-'; Placed on Rating Watch
Positive.
These ratings are currently on Rating Watch Positive:
CCO Holdings, LLC
-- Long-term IDR 'BB-';
-- Senior unsecured 'BB-'.
Charter Communications Operating, LLC
-- Long-term IDR 'BB-';
-- Senior secured 'BB+'.
CCOH Safari, LLC
-- Senior unsecured 'BB'.
The current Rating Outlook for these ratings is Stable:
CCO Safari II, LLC
-- Senior secured 'BBB-'.
CCO Safari III, LLC
-- Senior secured 'BBB-'.
CCO HOLDINGS: S&P Rates Proposed $1BB Sr. Unsecured Notes 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to CCO Holdings LLC and CCO Holdings
Capital Corp.'s (CCOH's) proposed $1 billion senior unsecured
notes. The '4' recovery rating indicates S&P's expectation for
average recovery (30%-50%; lower half of the range) of principal
for noteholders in the event of a payment default. CCOH are
subsidiaries of Charter Communications Inc. (CCI).
At the same time, S&P placed its 'BB-' issue-level rating on the
proposed notes on CreditWatch with positive implications, which is
in line with the CreditWatch status of the company's existing
senior unsecured debt.
S&P expects that CCOH will use the proceeds from the proposed notes
offering to redeem a portion of its outstanding 7% senior notes due
2019 and 7.375% senior notes due 2020. The company will use the
remaining proceeds from its $1.7 billion CCOH 5.875% notes issued
in February 2016 to redeem any remaining 7% senior notes and 7.375%
senior notes, and a portion of its 6.5% notes due 2021.
Given that the proposed debt will remain in place regardless of
whether CCI's pending acquisitions of Time Warner Cable Inc. and
Bright House Networks close, the ratings on the proposed debt are
based on S&P's 'BB-' corporate credit rating on CCI and not on
S&P's prospective view of the new Charter. If the deals close as
contemplated, S&P expects to raise the issue-level rating on the
proposed notes two notches to 'BB+'--in line with the prospective
corporate credit rating on new Charter. Like the existing senior
unsecured notes, CCI guarantees the proposed notes on a senior
unsecured basis. However, the guarantee will fall away for all of
CCOH's notes when the acquisitions are completed and CCI merges
into CCOH. S&P's 'BB-' corporate credit rating on CCI remains on
CreditWatch positive, where S&P placed it on March 31, 2015.
RATINGS LIST
Charter Communications Inc.
Corporate Credit Rating BB-/Watch Pos/--
New Ratings
CCO Holdings Capital Corp.
CCO Holdings LLC
Senior Unsecured
Proposed $1 billion notes BB-/Watch Pos/--
Recovery Rating 4L
CHAMPION INDUSTRIES: Amends Schedule 13E-3 Transaction Statement
----------------------------------------------------------------
Champion Industries, Inc. filed with the Securities and Exchange
Commission an amendment no.1 to its Rule 13E-3 Transaction
Statement that was filed on Feb. 12, 2016.
The amendment was filed in order to update, amend and restate the
Original Schedule 13E-3 primarily to reflect that:
(1) the proposed reverse stock split proposal that was
referenced in the Original Schedule 13 E was not presented
to shareholders at the Company's annual meeting (held on
March 21, 2016) and instead will be presented to
shareholders at a special meeting of shareholders at a date
and time to be determined (presently anticipated to be in
late May or June, 2016);
(2) a new preliminary proxy statement pursuant to Regulation 14A
under the Securities Exchange Act of 1934, is being filed
concurrently with the filing of this Amendment No. 1 and is
to be used in connection with such special meeting of
shareholders; and
(3) Mr. Adam M. Reynolds, who was named president and chief
executive officer of Champion Industries, Inc., effective
March 1, 2016, joins in the Schedule 13E-3 as amended and
restated by this Amendment No. 1.
A full-text copy of the regulatory filing is available at:
http://is.gd/t46ikv
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.
CHAPARRAL ENERGY: Moody's Lowers PDR to C-PD/LD
-----------------------------------------------
Moody's Investors Service downgraded Chaparral Energy, Inc.'s
Probability of Default Rating (PDR) to C-PD/LD from Ca-PD, its
Corporate Family Rating (CFR) to C from Ca and its unsecured notes
rating to C from Ca following the company's announcement that it
did not make the interest payment due on its 8.25% Senior Notes
following the expiration on April 1 of the 30-day grace period with
respect to its March 1, 2016 scheduled payment date. The
Speculative Grade Liquidity Rating of SGL-4 remains unchanged and
the outlook was changed to stable.
The following ratings were Downgraded:
Issuer: Chaparral Energy, Inc.
-- Probability of Default Rating, to C-PD/LD from Ca-PD
-- Corporate Family Rating, to C from Ca
-- Senior Unsecured Regular Bond/Debenture, to C (LGD6) from Ca
(LGD4)
Outlook Actions:
-- Outlook changed to Stable
RATINGS RATIONALE
On March 1, 2016, Chaparral announced that it would not make the
interest payment due on its $400 million ($384 million outstanding)
8.25% Senior Notes due 2021, electing its right to exercise a
30-day grace period with respect to the interest payment's
scheduled March 1 payment date. On April 5, Chaparral announced
that it had entered into a forbearance agreement with certain
noteholders of its 8.25% Senior Notes, its 9.875% Senior Notes and
its 7.625% Senior Notes. Under the forbearance agreement,
noteholders have agreed to forbear from exercising remedies until
the earliest of April 15, 2016, the occurrence of a different event
of default under an indenture, a material breach of the terms of
the Note Forbearance Agreement, the termination of the forbearance
period in the company's similarly structured senior secured bank
forbearance agreement and the exercise by any stockholder under the
Stockholder Agreement of the right to compel Chaparral to sell all
or substantially all of the equity interests in the company. The
forbearance agreement is intended to provide Chaparral with
additional flexibility to continue discussions with its creditors
regarding the company's debt and capital structure. However,
Moody's does not recognize forbearance agreements and treats the
missed interest payment on the senior notes beyond the 30-day grace
period as a default.
On April 5, Chaparral also announced that it did not make the
interest payment due on its $300 million ($298 million outstanding)
9.875% senior Notes due 2020, electing its right to exercise a
30-day grace period with respect to the interest payment's
scheduled April 1, 2016 payment date.
The downgrade of the CFR to C from Ca and the senior unsecured
notes to C from Ca reflect the default, and Moody's view on the
potential overall recovery. While the unsecured notes rating under
Moody's Loss Given Default (LGD) methodology is Ca, Moody's
believes the C rating better reflects the highly uncertain recovery
prospects given the subordination of the unsecured notes to the
company's secured revolving credit facility's priority claim to the
company's assets
Chaparral Energy, Inc. is a privately held independent exploration
and production company headquartered in Oklahoma City, Oklahoma.
CINCINNATI TERRACE: Sec. 341(a) Meeting Rescheduled to April 13
---------------------------------------------------------------
The 11 U.S.C. Section 341(a) meeting of creditors of Cincinnati
Terrace Plaza Retail, LLC, has been rescheduled to Apr. 13, 2016,
at 10:00 a.m.
About Cincinnati Terrace Plaza Retail
Cincinnati Terrace Plaza Retail, LLC, and its affiliated entities,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC, together
own real property located at 15 West 6th Street, Cincinnati, Ohio
and commonly known as Terrace Plaza. Terrace Plaza is a 19-story
commercial mixed-use building consisting of a total of 600,000
square feet of space. The building is currently occupied by retail
tenants on the ground floor, floors two through seven are purposed
for office tenants, and floors eight through nineteen is purposed
for hotel rooms. Only the retail portion of the building is
occupied. Cincinnati Terrace Plaza Retail is the owner of the
ground floor retail space.
At the behest of mortgage holder Madison Realty Investments, Inc.,
the state court appointed Prodigy Properties, LLC, as receiver for
the Property. The receiver conducted a sale process and Madison
was the high bidder at sale with a credit bid of $7,000,000.
Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio,
filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-13384)
on Feb. 25, 2016, to regain control of the property. The petition
was signed by Lionel Nazario, member.
David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the Debtor's counsel. The case is assigned to Judge
Vincent F. Papalia.
Cincinnati Terrace estimated $10 million to $50 million in assets;
and $1 million to $10 million in liabilities.
CINCINNATI TERRACE: Seeks to Employ Newmark Grubb as Broker
-----------------------------------------------------------
Cincinnati Terrace Plaza Retail, LLC, asks permission from the U.S.
Bankruptcy Court for the District of New Jersey to employ Newmark
Grubb Knight Frank as broker.
The Debtor requires the services of a broker in connection with the
sale of the Debtor's property located at 15 W. 6th Street, in
Cincinnati, Ohio.
NGKF will market the property, qualify potential buyers, assist
with the sale negotiations, coordinate the closing of title and
provide other similar services if requested by the Debtor.
NGKF professional will charge for its services on a commission
basis.
According to the declaration of Thomas Dobrowski, NGKF is a
disinterested person under Section 101(14) of the Bankruptcy Code.
About Cincinnati Terrace Plaza Retail
Cincinnati Terrace Plaza Retail, LLC, and its affiliated entities,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC, together
own real property located at 15 West 6th Street, Cincinnati, Ohio
and commonly known as Terrace Plaza. Terrace Plaza is a 19-story
commercial mixed-use building consisting of a total of 600,000
square feet of space. The building is currently occupied by retail
tenants on the ground floor, floors two through seven are purposed
for office tenants, and floors eight through nineteen is purposed
for hotel rooms. Only the retail portion of the building is
occupied. Cincinnati Terrace Plaza Retail is the owner of the
ground floor retail space.
At the behest of mortgage holder Madison Realty Investments, Inc.,
the state court appointed Prodigy Properties, LLC, as receiver for
the Property. The receiver conducted a sale process and Madison
was the high bidder at sale with a credit bid of $7,000,000.
Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio,
filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-13384)
on Feb. 25, 2016, to regain control of the property. The petition
was signed by Lionel Nazario, member.
David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the Debtor's counsel. The case is assigned to Judge
Vincent F. Papalia.
Cincinnati Terrace estimated $10 million to $50 million in assets;
and $1 million to $10 million in liabilities.
CLAIRE'S STORES: Moody's Cuts Corporate Family Rating to Caa3
-------------------------------------------------------------
Moody's Investors Service downgraded Claire's Stores, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating to
Caa3 and Caa3-PD, respectively. Moody's also downgraded the first
lien debt to Caa2, senior secured second lien notes to Caa3, and
unsecured notes to Ca. The subordinated notes were affirmed at Ca.
In a related action, Moody's affirmed Claire's SGL-4 Speculative
Grade Liquidity Rating. The outlook is negative.
"[The] downgrades reflect our view that there is an acute
likelihood of a debt restructuring ahead of the June 2017 maturity
of Claire's subordinated notes due to continuing erosion of
liquidity and weak operating performance," stated Moody's Vice
President Charlie O'Shea. "Claire's continues to feel the
ill-effects of declining mall traffic and an increasingly
competitive landscape, with the result debt/EBITDA has risen to
over 8 times," continued O'Shea. "The new ratings further
acknowledge the challenges faced by Claire's to grow earnings
sufficient to support its presently unsustainable capital
structure."
The affirmation of the company's liquidity rating at SGL-4
primarily reflects the expectation that the company will not
generate free cash flow and therefore will maintain low levels of
cash. In addition, Claire's will continue to be heavily reliant on
borrowing under its revolving credit facilities to fund working
capital and capital expenditures. Considering Claire's was unable
to "zero out" its revolver in the fourth quarter of Fiscal 2015, it
is unlikely that the company will have sufficient revolver capacity
after funding the first nine months of fiscal 2016, leaving it with
little flexibility.
The following ratings are downgraded:
-- Probability of Default Rating, to Caa3-PD from Caa2-PD
-- Corporate Family Rating, to Caa3 from Caa2
-- $115M Senior Secured Bank Credit Facility due 2017, to
Caa2(LGD3) from B3(LGD3)
-- $1125M Backed Senior Secured First Lien Notes due 2019 to
Caa2(LGD3) from B3(LGD3)
-- $210M Backed Senior Secured First Lien Notes due 2020, to
Caa2(LGD3) from B3(LGD3)
-- $450M Backed Senior Secured Second Lien Notes due 2019, to
Caa3(LGD4) from Caa2(LGD4)
-- $320M Senior Unsecured Notes due 2020, to Ca (LGD4) from Caa3
(LGD4)
Outlook Actions:
-- Outlook, Changed To Negative From Stable
The following ratings are affirmed:
-- Speculative Grade Liquidity Rating, SGL-4
-- $259M Backed Senior Subordinated Notes due 2017, Ca (LGD6)
RATINGS RATIONALE
"Claire's Caa3 Corporate Family Rating reflects its unsustainable
capital structure at present operating performance levels, making
some sort of restructuring likely, especially given looming debt
maturities. The rating also reflects the company's very high
leverage, weak interest coverage, and precarious liquidity, with
the possibility that the revolver will be insufficient to fund
operations over the next 12 months. Claire's debt to EBITDA was
approximately 8.3 times and EBITA to interest expense was 0.7 times
for the twelve months ended January 30, 2016. Moody's expects
Claire's credit metrics will remain weak over the next twelve
months given its substantial debt level (nearly $2.4 billion) and
continued earnings pressure. Moody's anticipates Claire's earnings
will remain flat off of its 2015 levels due to the increasingly
competitive landscape, difficult mall traffic trends, and economic
headwinds surrounding Europe (including FX volatility and terror
threats). Conversely, Moody's expects residual positive momentum as
Claire's continues to strategically shift its focus "off-mall" and
expands the concession format, leverages wholesale opportunities,
and grows e-commerce. Claire's Caa3 Corporate Family Rating is
supported by its value positioned price points, international
geographic presence, well-known brand name, and despite recent
declines, its EBITDA margin remains high relative to its specialty
peers. The negative outlook reflects our concerns that a
restructuring event, which we would likely consider a limited
default, is likely to occur ahead of the June 2017 maturity, as
well as our expectation that Claire's operating performance will
remain weak, with negative free cash flow through the first nine
months of 2016, thus increasing its reliance on the revolving
credit facilities with minimal excess capacity. Given the continued
deterioration of operating performance and capital structure
concerns, an upgrade of Claire's is unlikely over the near term. In
addition, the increased likelihood of a debt restructuring
depresses the possibility of upward ratings momentum. Ratings could
be downgraded if Claire's operating performance, liquidity, and/or
interest coverage deteriorate, or if the company's probability of
default were to increase for any reason."
Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens and young adults in 44 countries in North America,
Europe, the Middle East, Central America, and South America. It
operates 2,876 stores and franchises 539 stores. Revenues are about
$1.4 billion. Claire's is owned by Apollo.
COLUMBIA HOSPITALITY: Asks Court Approval of Cash Collateral Use
----------------------------------------------------------------
Columbia Hospitality Services, Inc., owner of a hotel located at
2904 Clark Lane, Columbia, MO 65202, known as Best Western Hotel,
submitted a motion with the Bankruptcy Court seeking permission to
use cash collateral from income of its hotel operations. The
Debtor needs to use cash collateral in order to fund its operation
and its plan of reorganization.
The Debtor values the property, including the real estate and
personal property, at approximately $3.5 million fair market value.
For the first three months of 2016, the Debtor generated income of
$124,774, Court documents show.
Private Capital Group, Inc. asserts blanket security interests in
the assets of the Debtor, including the cash receipts. As adequate
protection, the Debtor proposes to provide Private Capital $18,230
per month plus any additional amount which would guarantee Private
Capital a minimum of 20 percent of the gross each month, commencing
May 1, 2016, until such time as the Debtor has a confirmed plan.
According to Gwen Froeschner Hart, Esq., at Shurtleff Froeschner
Harris, LLC, attorney for the Debtor, the hotel is worth
substantially less than the debt owed to Private Capital mainly due
to the fact that the origination fees paid to Private Capital for
the loan in question were exorbitant, and the default interest
which Private Capital is charging is 36 percent.
The Debtor said it would intend in its plan to write down the debt
of Private Capital to the fair market value of the hotel and its
assets.
Columbia Hospitality filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Mo. Case No. 16-20272) on April 4, 2016. George Pate signed
the petition as president/secretary. The Debtor listed total
assets of $11.9 million and total liabilities of $9.71 million.
COLUMBIA HOSPITALITY: Hires Gwen Froeschner Hart as Attorney
------------------------------------------------------------
Columbia Hospitality Services, LLC, seeks permission from the
Bankruptcy Court to appoint Gwen Froeschner Hart and the law firm
of Shurtleff Froeschner Harris, LLC, as its legal counsel.
Gwen Froeschner Hart will:
(a) advise the Debtor with respect to its powers and duties as
a Debtor-in-Possession in the continued management and
operation of its business;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(c) take all necessary action to protect and preserve the
estate, including the prosecution of actions on its behalf,
the defense of any actions commenced against the Debtor's
estate, and objections to claims filed against the estate;
(d) prepare on behalf of the Debtor all motions, applications,
answers, reports and papers necessary to the administration
of the estate;
(e) negotiate and prosecute on the Debtor's behalf all
contracts for the sale of assets, plan of reorganization,
disclosure statement, and all related and/or documents, and
take any action that is necessary for the Debtor to obtain
confirmation of its plan of reorganization;
(f) appear before the Court and the United States Trustee, and
protect the interests of the Debtor's estate before the
Court the the U.S Trustee; and
(g) perform all other necessary legal services and provide all
other necessary legal advise to the Debtor in connection
with the Chapter 11 proceeding.
The Debtor has agreed to compensate Gwen Froeschner Hart at an
hourly rate of $200.
Prior to the Petition Date, the Debtor paid Shurtleff Froeschner
$300 for debt negotiations in the hopes of avoiding Chapter and a
$10,000 deposit.
Gwen Froeschner Hart represents that neither she, nor any member of
her firm, holds or represents any interest adverse to the Debtor's
estate, the Debtor, the Debtor's shareholders, directors,
creditors, or their professionals.
About Columbia Hospitality
Columbia Hospitality Services, LLC, operates a Best Western Hotel
located at 2904 Clark Lane, Columbia MO 65202, which has been
closed for sometime and is in the process of reopening.
Columbia Hospitality filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Mo. Case No. 16-20272) on April 4, 2016. George Pate signed
the petition as president/secretary. The Debtor listed total
assets of $11.9 million and total liabilities of $9.71 million.
COLUMBIA HOSPITALITY: Secured Creditor Seeks Relief from Stay
-------------------------------------------------------------
Private Capital Group, Inc., a secured creditor of Columbia
Hospitality Services, LLC, asked the Bankruptcy Court to lift the
automatic stay to permit it to exercise its right to foreclose upon
the real estate of the Debtor.
Private Capital said the Debtor defaulted under a Sweep Agreement
executed on Oct. 10, 2014, and a Secured Promissory Note dated Aug.
23, 2013. The Movant asserted that the balance due as of Jan. 31,
2016, was $9,357,016 and no payments have been made by the Debtor
since that date. The property which secures the debt, based on a
2015 appraisal, is worth $4,900,000, the Movant said.
According to Private Capital, for default in the payment of said
debt secured by a Deed of Trust executed by Debtor, dated Aug. 23,
2013, a Notice of Trustee's Foreclosure Sale was served on the
Debtor, and a Notice of Trustee's Sale was published according to
law.
The property subject for foreclosure is located at Lot 1A of the
Administrative Replat of Pate Subdivision, a subdivision located in
the Northeast Quarter of Section 8, Township 48 North, Range 12
West, of the 5th Principal Meridian, in the City of Columbia,
Missouri, more commonly known as 2904 Clark Lane, Columbia MO,
65202 (independently owned and operated by Best Western).
Private Capital has alleged that the bankruptcy filing was not
initiated in good faith as the Debtor filed the petition a day
prior to the scheduled foreclosure sale on April 5, 2016.
"It appears that this 2016 Bankruptcy was initiated not in good
faith and for the sole purpose of delaying or hindering the
foreclosure sale..." said Diana C. Carter, Esq., at Brydon,
Swearengen & England P.C., counsel to the Movant. "As such, the
automatic stay should not operate to stop the foreclosure sale,"
she asserted.
A foreclosure sale of the subject property was previously scheduled
for July 21, 2015, but that sale was stopped by the filing of
Debtor's first bankruptcy petition on July 17, 2015 (Case No.
15-20685-drd-11). In the 2015 Bankruptcy, the Movant sought relief
from the automatic stay. The request for relief from the stay was
granted on Dec. 15, 2015. The 2015 Bankruptcy was dismissed by the
court on Jan. 11, 2016.
"Upon information and belief, there has not been a substantial
change in the financial affairs of the Debtor since the 2015
Bankruptcy was dismissed, and there is no reason to conclude that
this 2016 Bankruptcy will be concluded with a confirmed plan that
will be fully performed," Ms. Carter said in Court papers.
The attorney can be reached at:
Diana C. Carter, Esq.
BRYDON, SWEARENGEN & ENGLAND P.C.
312 East Capitol Avenue
P.O. Box 456
Jefferson City, MO 65102-0456
Tel: (573) 635-7166
Fax: (573) 634-7431
E-mail: DCarter@BrydonLaw.com
About Columbia Hospitality
Columbia Hospitality filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Mo. Case No. 16-20272) on April 4, 2016. George Pate signed
the petition as president/secretary. The Debtor listed total
assets of $11.9 million and total liabilities of $9.71 million.
COMBIMATRIX CORP: Bard Associates Holds 15.7% Stake
---------------------------------------------------
Bard Associates, Inc., disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of March 18, 2016, it
beneficially owns 160,156 shares of common stock of Combimatrix
representing 15.7 percent of the shares outstanding. A copy of the
regulatory filing is available at http://is.gd/GHlG8H
About Combimatrix
Combimatrix specializes in pre-implantation genetic screening,
miscarriage analysis, prenatal and pediatric healthcare, offering
DNA-based testing for the detection of genetic abnormalities beyond
what can be identified through traditional methodologies. Its
clinical lab and corporate offices are located in Irvine,
California.
Combimatrix reported a net loss of $6.60 million in 2015 compared
to a net loss of $8.70 million in 2014. As of Dec. 31, 2015, the
Company had $7.92 million in total assets, $2.06 million in total
liabilities and $5.85 million in total stockholders' equity.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has limited
working capital and a history of incurring net losses and net
operating cash flow deficits. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
COMMUNICATIONS SALES: Bank Debt Trades at 4% Off
------------------------------------------------
Participations in a syndicated loan under which Communications
Sales & Leasing Inc is a borrower traded in the secondary market at
96.43 cents-on-the-dollar during the week ended Friday, April 1,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.15 percentage points from
the previous week. Communications Sales & Leasing Inc pays 400
basis points above LIBOR to borrow under the $2.14 billion
facility. The bank loan matures on Oct. 15, 2022 and carries
Moody's B1 rating and Standard & Poor's BB- rating. The loan is
one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended April 1.
CROWN MEDIA: Hallmark Cards Holds 90.3% of Class A Shares
---------------------------------------------------------
Hallmark Cards, Incorporated, H.A., LLC, HMK Holdings, Inc., H C
Crown, LLC, and CM Merger Co. disclosed that as of
April 6, 2016, they beneficially own 324,885,516 shares of Class A
Common Stock of Crown Media Holdings, Inc., representing 90.3
percent of the shares outstanding. A copy of the regulatory filing
is available for free at:
http://is.gd/iMGEVu
About Crown Media
Crown Media Holdings, Inc., is the corporate parent for the
portfolio of cable networks and related businesses under Crown
Media Family Networks. The company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 86 million subscribers in the U.S.
Hallmark Channel is the nation's leading destination for quality
family programming with an ambitious slate of TV movies and
specials; original scripted series, including Cedar Cove, When
Calls the Heart, and Signed, Sealed, Delivered; as well as some of
television's most beloved sitcoms and series. Hallmark Channel's
sibling network, Hallmark Movie Channel, is available in 54
million homes in HD and SD. One of America's fastest-growing cable
networks, Hallmark Movie Channel provides family-friendly original
movies with a mix of original films, classic theatrical releases,
and presentations from the acclaimed Hallmark Hall of Fame
library. In addition, Crown Media Family Networks includes the
online offerings of http://www.HallmarkChannel.com/and
http://www.HallmarkMovieChannel.com/
Crown Media reported net income of $86.1 million on $479 million of
net total revenue for the year ended Dec. 31, 2015, compared to net
income of $94.5 million on $416 million of net total revenue for
the year ended Dec. 31, 2014. As of Dec. 31, 2015, Crown Media had
$1.08 billion in total assets, $509 million in total liabilities
and $580 million in total stockholders' equity.
Bankruptcy Warning
"If our operating performance declines, we may in the future need
to seek waivers from the required lenders under our 2015 Credit
Agreement to avoid being in default. We cannot assure that such
waivers will be granted or that we will otherwise be able to avoid
a default. If we are unable to generate sufficient cash flow and
are otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, or interest on such
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants, in the
instruments governing our indebtedness, including our 2015 Credit
Agreement, we could be in default under the terms of the agreements
governing such indebtedness. In the event of such default, the
holders of such indebtedness could elect to declare all of the
funds borrowed thereunder to be due and payable, together with any
accrued and unpaid interest, the lenders under our 2015 Credit
Agreement could elect to terminate their commitments, cease making
further loans, foreclose on our assets pledged to such lenders to
secure our obligations under the 2015 Credit Agreement, in each
case, which could force us into voluntary or involuntary bankruptcy
or cause us to discontinue operations or seek a purchaser of our
business or assets. In addition, a default under our 2015 Credit
Agreement would trigger a cross default under our other agreements
and could trigger a cross default under any agreements governing
our future indebtedness," the Company stated in its annual report
for the year ended Dec. 31, 2015.
* * *
As reported by the TCR on July 3, 2015, Standard & Poor's Ratings
Services said that it raised its corporate credit rating on Crown
Media Holdings Inc. to 'BB-' from 'B+'. "The upgrade reflects
Crown Media's improved financial risk profile," said Standard &
Poor's credit analyst Naveen Sarma.
As reported by the TCR on July 2, 2014, Moody's Investors Service
upgraded the Corporate Family Rating (CFR) of Crown Media
Holdings, Inc. to B1 from B2, its Probability of Default Rating to
B1-PD from B2-PD, and instrument ratings. The outlook is stable.
The upgrade incorporates evidence of traction with the original
programming strategy and better than expected performance, which,
combined with debt reduction, improved the credit profile.
CYTORI THERAPEUTICS: Offering Units Subscription Rights
-------------------------------------------------------
Cytori Therapeutics, Inc., filed with the Securities and Exchange
Commission a preliminary prospectus on Form S-1 relating to the
distribution to holders of its common stock, at no charge,
non-transferable subscription rights to purchase units.
The Subscription Rights will expire if they are not exercised by
5:00 p.m., Eastern Time, on [ ], 2016, unless extended or
earlier terminated by the Company. If the Company elects to extend
the Rights Offering, it will issue a press release announcing the
extension no later than 9:00 a.m., Eastern Time, on the next
business day after the most recently announced expiration date of
the Rights Offering. The Company may extend the Rights Offering
for additional periods in our sole discretion. Once made, all
exercises of Subscription Rights are irrevocable.
The Company has not entered into any standby purchase agreement or
other similar arrangement in connection with the Rights Offering.
The Rights Offering is being conducted on a best-efforts basis and
there is no minimum amount of proceeds necessary to be received in
order for us to close the Rights Offering.
The Company has engaged Maxim Group LLC to act as dealer-manager in
the Rights Offering.
The Company's common stock is listed on The NASDAQ Capital Market,
or NASDAQ, under the symbol "CYTX." On April 5, 2016, the last
reported sale price of the Company's common stock was $0.23 per
share. The Company has applied to list the Warrants on NASDAQ
following their issuance under the symbol "CYTXW."
A full-text copy of the Form S-1 prospectus is available at:
http://is.gd/xEHjio
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared to a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.
As of Dec. 31, 2015, Cytori had $37.7 million in total assets,
$25.5 million in total liabilities, and $12.2 million in total
stockholders' equity.
KPMG LLP, in San Diego, California, 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 and liquidity position raises substantial doubt
about its ability to continue as a going concern.
D & D WARNER: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: D & D Warner Land, LLC
c/o Dee Warner
2170 W. Munger Rd.
Tecumseh, MI 49286
Case No.: 16-45257
Chapter 11 Petition Date: April 7, 2016
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Walter Shapero
Debtor's Counsel: Stuart A. Gold, Esq.
GOLD, LANGE & MAJOROS PC
24901 Northwestern Hwy., Suite 444
Southfield, MI 48075
Tel: (248) 350-8220
E-mail: sgold@glmpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dee Warner, resident agent/member.
The Debtor listed Howard R. DuRussel Trust, et al., as its largest
unsecured creditor holding a claim of $431,990.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mieb16-45257.pdf
DIAMONDHEAD CASINO: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Diamondhead Casino Corporation filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income applicable to common stockholders of $53,242 for the
year ended Dec. 31, 2015, compared to a net loss applicable to
common stockholders of $3.37 million for the year ended Dec. 31,
2015.
As of Dec. 31, 2015, Diamondhead had $5.63 million in total assets,
$7.80 million in total liabilities and a total stockholders'
deficiency of $2.17 million.
The Company has had no operations since it ended its gambling
cruise ship operations in 2000. The Company has incurred losses
over the past several years, has no operations, generates no
operating revenues.
Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2015, citing that the Company has incurred significant
recurring net losses over the past few years. In addition, the
Company has no operations, except for its efforts to develop the
Diamondhead, Mississippi property. Such efforts may not contribute
to the Company's cash flows in the foreseeable future. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
A full-text copy of the Form 10-K is available free of charge at:
http://is.gd/Dd4r1Y
About Diamondhead Casino
Largo, Fla.-based Diamondhead Casino Corporation, from inception
through approximately August of 2000, operated gaming vessels in
international waters. The Company eventually divested itself of
its gaming operations to satisfy financial obligations to its
vendors, lenders and taxing authorities and to focus its resources
on the development of a casino resort in Diamondhead, Mississippi.
The Company owns, through its wholly-owned subsidiary, Mississippi
Gaming Corporation, an approximate 404.5 acre tract of unimproved
land in Diamondhead, Mississippi. The property is located at 7051
Interstate 10. The Company intends, in conjunction with unrelated
third parties, to develop the site in phases beginning with a
casino resort. The casino resort is expected to include a casino,
a hotel and spa, pools, a sport and entertainment center, a
conference center and a state-of-the-art recreational vehicle
park.
DIME COMMUNITY I: Fitch Affirms 'BB-' Trust Preferred Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the Long- and Short-Term Issuer Default
Ratings for Dime Community Bancshares, Inc. (DCOM) and its
principal banking subsidiary, The Dime Savings Bank of
Williamsburgh at 'BBB/F2'. The Rating Outlook is Stable.
Fitch reviewed DCOM as part of its U.S. Niche Real Estate Bank Peer
Review, which also includes Astoria Financial Corporation, Inc.,
Emigrant Bancorp, Inc., and New York Community Bancorp, Inc.
While the business models of the U.S. Niche Real Estate Banks vary,
these banks are generally characterized by their limited deposit
franchises and geographic concentrations when compared to larger
U.S. banks. Fitch views these limitations as ratings constraints
across the peer group. The group is composed of banks with total
assets ranging from approximately $5 billion to approximately $50
billion that lend primarily in the New York City metropolitan
residential real estate market.
KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT
The ratings are supported by DCOM's consistent execution, strong
asset quality, and solid underwriting performance. Key rating
constraints include DCOM's weak liquidity profile, narrow business
model and volatility of earnings through rate cycles.
DCOM's primary ratings strength is its demonstrated ability to
execute on its multifamily lending strategy through various cycles.
DCOM's asset quality remains very strong with non-performing asset
levels well below those of peer averages. Fitch believes DCOM's
asset quality is positively affected by favourable rent regulations
in New York City, which generally keep building vacancies low and
ultimately reduce the volatility of cash flows generated by
regulated properties.
Very solid underwriting performance also supports DCOM's ratings.
DCOM experienced minimal losses through the latest credit cycle
with net charge-offs averaging only 11 bps over the last 10 years.
Fitch observes that DCOM exhibited particular proficiency in its
niche, experiencing lower credit costs than its multifamily real
estate-focused peers during and after the financial crisis.
Over the last two years, DCOM loan growth has exceeded historical
rates. The CAGR in total loans between the beginning of 2014 and
the end of 2015 was 13%. While in line with growth projections
released by management and therefore consistent with DCOM's
strategy, Fitch views this as a shift in DCOM's risk appetite.
After-tax profit from the recent sale of certain real estate assets
in Williamsburg, Brooklyn should boost capital to support DCOM's
growth via new loan originations in 2016. However, Fitch expects
moderate deterioration in DCOM's risk-based capital ratios over the
rating horizon, albeit off a high base.
While DCOM's earnings performance remains solid, the ROAA dropped
to 0.96% for the year ended Dec. 31, 2015. This is the first time
in the last six years that the ROAA has dropped below 1%. DCOM's
earnings profile is concentrated in spread income from primarily
the multifamily asset class, and since earnings are concentrated in
spread income, profitability can be highly variable through rate
cycles. Given DCOM's liability sensitive balance sheet, Fitch
expects profitability will face headwinds as rates normalize.
Similar to its U.S. Niche Real Estate Bank peers, DCOM's liquidity
profile remains a constraint on the overall rating for the
institution. DCOM's business strategy tends to be more
transaction-oriented, and as a result, its funding profile does not
benefit from a sizeable relationship-driven deposit base. As a
result, DCOM operates with a high loan-to-deposit ratio and is
heavily dependent on wholesale funding. As of year-end 2015,
DCOM's loan-to-deposit ratio was the highest in its four-bank peer
group at 143%.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
The Support Rating of '5' and Support Ratings Floor of 'NF' reflect
Fitch's view that Dime Community Bancshares and The Dime Savings
Bank of Williamsburgh are not considered systemically important and
therefore, the probability of support is unlikely.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
DCOM's trust preferred issuances are rated four notches below
DCOM's VR of 'bbb' in accordance with Fitch's assessment of the
instruments' non-performance and loss severity risk profiles.
KEY RATING DRIVERS - HOLDING COMPANY
DCOM's IDR and VR are equalized with those of its bank subsidiary,
The Dime Savings Bank of Williamsburgh, reflecting its role as the
bank holding company, which is mandated in the U.S. to act as a
source of strength for its bank subsidiaries.
RATING SENSITIVITIES - IDRs, VRs AND SENIOR DEBT
Fitch sees limited upside in the company's ratings over the near
term due to aforementioned concentrations in the loan portfolio,
undiversified earnings profile, and relatively weak liquidity
profile.
Negative ratings pressure could occur if there were a significant
change to rent regulations in New York City. DCOM has historically
benefitted from rent regulations on multifamily apartments in New
York City.
The ratings take into consideration the expected loan growth over
the rating horizon. However, should this growth result in
deterioration in DCOM's capital or liquidity position that is out
of line with Fitch's expectations, negative ratings pressure could
develop. Furthermore, negative ratings pressure could also develop
if loan growth results in a significant decrease in the relative
exposure to rent regulated properties.
DCOM's ratings are predicated on the company's adherence to its
core competency, which is multifamily lending in the New York City
metropolitan area. Any significant changes in the mix of business,
either by product type or geography, would be carefully considered
by Fitch to determine any potential ratings impact.
RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS
The ratings of long- and short-term deposits issued by The Dime
Savings Bank of Williamsburgh are primarily sensitive to any change
in the company's IDR. Should the long-term IDR be downgraded,
deposit ratings could be similarly impacted.
RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR
The SR is potentially sensitive to any change in assumptions around
the propensity or ability of DCOM to provide timely support to the
bank.
RATING SENSITIVITIES -SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
The ratings of subordinated debt and other hybrid securities are
sensitive to any change in the company's VR.
RATING SENSITIVITIES - HOLDING COMPANY
Should DCOM begin to exhibit signs of weakness, demonstrate trouble
accessing the capital markets, or have inadequate cash flow
coverage to meet near-term obligations, there is the potential that
Fitch could notch the holding company IDR and VR from the ratings
of The Dime Savings Bank of Williamsburgh.
Fitch has affirmed these ratings with a Stable Outlook:
Dime Community Bancshares, Inc.
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
The Dime Savings Bank of Williamsburgh
-- Long-term IDR at 'BBB';
-- Short-term IDR at'F2';
-- Viability Rating at 'bbb';
-- Long-term Deposits at 'BBB+';
-- Short-term Deposits at 'F2';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Dime Community Capital Trust I
-- Trust Preferred at 'BB-'.
DOLPHIN DIGITAL: Obtains $5.38 Million From Private Placement
-------------------------------------------------------------
Dolphin Digital Media, Inc., on April 1, 2016, entered into
substantially identical subscription agreements with certain
private investors, pursuant to which the Company issued and sold to
the Investors in a private placement an aggregate of 21,500,000
shares of the Company's common stock, par value $0.015 per share,
at a purchase price of $0.25 per Share.
As disclosed in a Form 8-K report filed with the Securities and
Exchange Commission, the Placement provided $5,375,000 of aggregate
gross proceeds to the Company. Under the terms of the Agreements,
each Investor has the option to purchase additional Shares at the
Purchase Price, not to exceed the number of such Investor's Initial
Subscribed Shares, during each of the second, third and fourth
quarters of 2016. To exercise a Quarterly Subscription, an
Investor must deliver notice to the Company of such election during
the first ten business days of the applicable quarter, specifying
the number of additional Shares such Investor elects to purchase.
If an Investor timely delivers such notice to the Company, then the
closing of the sale of the applicable number of additional Shares
must occur on the last business day of the applicable quarter.
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
Dolphin Digital reported a net loss of $4.05 million on $2.99
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $1.87 million on $2.07 million of total revenue
for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Dolphin
Digital had $2.92 million in total assets, $15.80 million in total
liabilities and a total stockholders' deficit of $12.87 million.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations, and
does not have sufficient working capital. These events raise
substantial doubt about the Company's ability to continue as a
going concern.
ELBIT IMAGING: Settles Class Action for NIS 46 Million
------------------------------------------------------
Elbit Imaging Ltd. announced that the Company and some other
defendants have entered into a settlement agreement with the
Plaintiffs in class action #1318/99 (Gadish v. Elscint et. al.)
(the "Settlement").
The Settlement generally provides that in consideration of a total
payment of NIS 46 million (approximately $11.9 million) (a) the
Hotels & Marina Transactions cause of action (as well as any other
cause of action that is -- or may be -- directed against EI and its
former directors and officers and to Elscint and its former
directors and officers) will be exhausted with respect to all of
the defendants; and (b) all other causes of action will be
exhausted with respect to EI and its former directors and officers
as well as with respect to Elscint and its former directors and
officers.
The Company's share in the aforementioned compensation is NIS 4
million (approximately $1 million) and the rest will be financed by
the Company's D&O Insurance.
The Settlement is subject to the court's approval and additional
preconditions fulfilment as determined in the agreement, including,
but not limited to the right of the insurer to terminate the
Settlement under certain circumstances.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
ELEPHANT TALK: Names Erik Kloots Principal Accounting Officer
-------------------------------------------------------------
The Board of Directors of Elephant Talk Communications Corp.
appointed Erik Kloots to be the Company's vice president-finance
and principal accounting officer, on April 1, 2016, the Company
disclosed in a regulatory filing with the Securities and Exchange
Commission.
Mr. Kloots, 51, has worked at the Company since Jan. 1, 2007. Prior
to his appointment as principal accounting officer, Mr. Kloots was
employed as the Company's European Business Controller and then as
the Company's global director of corporate control & finance,
reporting directly to the Company's chief financial officer. In
these roles, Mr. Kloots has been fully accountable for the Global
Corporate Control and Finance department of the Company, preparing
group budget and strategic plans, quarterly rolling forecasts, SEC
filings and investor presentations. Prior to working at the
Company, Mr. Kloots worked as Business Controller for eighteen
years in Martinair Holland N.V., a well-known Dutch airline
company. At Martinair, Mr. Kloots was in charge of the planning &
control-cycle (strategic planning), financial reporting and
analysis, design of a control framework involving the introduction
of Business Balanced Scorecard, among other responsibilities. Mr.
Kloots earned a Corporate Controller degree at Financiele Academie
Den Bosch.
In connection with Mr. Kloots' appointment, Mr. Kloots' salary will
be EUR 121,289.41 effective April 1, 2016.
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $5 million on $31.01 million
of revenues for the year ended Dec. 31, 2015, compared to a net
loss of $21.86 million on $20.35 million of revenues for the year
ended Dec. 31, 2014.
As of Dec. 31, 2015, Elephant Talk had $25.4 million in total
assets, $17.3 million in total liabilities and $8.05 million in
total stockholders' equity.
Squar Milner, LLP (formerly Squar Milner, Peterson, Miranda &
Williamson, LLP), in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit of
$256 million and has negative working capital. This raises
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
EMIGRANT BANCORP: Fitch Affirms Then Withdraws 'BB' IDR
-------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings of Emigrant
Bancorp, Inc. (EMIG), Emigrant Bank, Emigrant Mercantile Bank, and
trust preferred securities issued by EMIG's subsidiaries. The
Rating Outlook remains Stable. Fitch has chosen to withdraw the
ratings for commercial reasons.
Fitch reviewed EMIG as part of its U.S. Niche Real Estate Bank Peer
Review, which also includes Astoria Financial Corporation, Inc.,
Dime Community Bancshares, Inc. and New York Community Bancorp,
Inc.
The U.S. Niche Real Estate Banks are characterized by their narrow
business models relative to other Fitch-rated banks, limited
deposit franchises and geographic concentrations. Fitch views
these limitations as ratings constraints across the peer group. The
group is composed of banks with total assets ranging from
approximately $5 billion to approximately $50 billion that lend
primarily in the New York City metropolitan residential real estate
market.
KEY RATING DRIVERS - IDRs, VRs and SENIOR DEBT
The affirmation of the ratings including the long-term Issuer
Default Ratings (IDRs) at 'BB' and Viability ratings (VRs) at 'bb'
and Stable Outlook reflects EMIG's solid capital levels, continuing
reductions in non-performing assets (NPAs), and relatively stable
core earnings. EMIG's ratings remain constrained by several key
factors including its limited franchise and business position
relative to peers, reliance on net interest income, and
historically elevated net charge-offs through the cycle. Fitch
also believes that EMIG's risk appetite is relatively high compared
to those of peers, driven by EMIG's price sensitive deposit base
and exposure to niche business lines with higher industry-wide loss
content such as cash flow loans to lower middle-market private
equity sponsored companies, fine art lending, sports lending, and
syndicated loans.
Despite some modest reductions in 2015 due to risk-weighted asset
growth, EMIG's capital ratios continue to be strong and ahead of
peers. Emigrant Bank's Core Tier 1 Capital and Fitch Core Capital
to Risk Weighted Assets ratios were 20.4% and 21.6%, respectively,
as of Dec. 31, 2015, compared to the peer averages of 13.8% and
13.3%. EMIG has not paid material dividends over the past two
years and continues to build capital through retained earnings, a
key benefit afforded by its private ownership. The ratings and
Stable Outlook assume the company will maintain strong capital
ratios due to EMIG's relatively high risk loan portfolio.
EMIG's relatively stable, ongoing profitability continues to be a
positive for the rating. EMIG has been profitable in each year
since 2010 and has generated a solid amount of capital over this
period. In 2015, the company had sizable gains from the sale of
private equity investments. Stripping out these gains and holding
compensation flat from 2014 due to one-off bonus payments in 2015,
Fitch's calculated core return on average assets is approximately
50-60bps. Returns should be relatively stable near this level in
the near term as a result of EMIG's limited fee revenue generating
franchise and high cost base. Fitch views credit deterioration in
the C&I loan portfolio or rising interest rates that pressure
deposit costs as the main potential risks to EMIG's earnings
profile.
EMIG's sale of its brick and mortar branches in 2013 has limited
the company to online savings platforms as its primary source of
deposit gathering. These online platforms are typically more price
sensitive in a rising rate environment, which could negatively
impact earnings, though these platforms to date have provided EMIG
with a good source of funding since being established in 2005.
The sale of EMIG's retail branches has also limited the company's
product set to mainly commercial products. Many of these products
are originated through brokers or syndications and limit EMIG's
ability to cross-sell fee-based services. To offset this, EMIG has
aspired to build its wealth management and private banking
franchise into a more meaningful fee contributor, though progress
on this front has been limited.
Although net charge-offs for EMIG's higher risk and niche business
lines have been low in recent years, NPAs remain elevated due to
slow resolution of crisis-era mortgage loans. The significant
growth seen in the commercial portfolio is also a concern, as this
portfolio and commercial real estate generated significant losses
in the previous credit cycle and could be a source of strain in a
weaker economic environment. This view is in line with Fitch's
industry-wide concerns about above-trend commercial loan growth.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
EMIG's trust preferred securities are rated 'B+', two notches below
EMIG's 'bb' VR. The notch differential reflects loss severity and
an assessment of incremental non-performance risk.
KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSITS
Emigrant Bank's long- and short-term deposit ratings, including the
long-term deposit rating of 'BB+', reflect Fitch's view of how
these deposits would be treated in liquidation by the FDIC.
KEY RATING DRIVERS - HOLDING COMPANY
EMIG's IDRs and VRs are equalized with those of its bank,
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries.
KEY RATING DRIVERS - SUPPORT RATINGS AND SUPPORT RATING FLOORS
EMIG, Emigrant Bank, and Emigrant Mercantile Bank have Support
Ratings of '5' and Support Rating Floors of 'NF'. In Fitch's view,
EMIG is not systemically important and, therefore, considers the
probability of support to be unlikely. EMIG's IDR and VR do not
incorporate any support.
RATING SENSITIVITIES - IDRs, VRs and SENIOR DEBT
Rating sensitivities are no longer relevant given today's rating
withdrawal.
RATING SENSITIVITES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
Rating sensitivities are no longer relevant given today's rating
withdrawal.
RATING SENSITIVITES - LONG- AND SHORT-TERM DEPOSITS
Rating sensitivities are no longer relevant given today's rating
withdrawal.
RATING SENSITIVITIES - HOLDING COMPANY
Rating sensitivities are no longer relevant given today's rating
withdrawal.
RATING DRIVERS SENSITIVITIES - SUPPORT RATINGS AND SUPPORT RATING
FLOORS
Rating sensitivities are no longer relevant given today's rating
withdrawal.
Fitch has affirmed and withdrawn the following ratings with a
Stable Outlook.
Emigrant Bancorp
-- Long-term IDR at 'BB';
-- Viability Rating at 'bb';
-- Short-term IDR 'at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Emigrant Bank
-- Long-term IDR at 'BB';
-- Viability Rating at 'bb';
-- Long-term deposits at 'BB+';
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF';
-- Short-term deposits at 'B'.
Emigrant Mercantile Bank
-- Long-term IDR at 'BB';
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Emigrant Capital Trust I & II
-- Trust preferred stock at 'B+'.
EPICOR SOFTWARE: Bank Debt Trades at 6% Off
-------------------------------------------
Participations in a syndicated loan under which Epicor Software
Corp is a borrower traded in the secondary market at 94.30
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.30 percentage points from the
previous week. Epicor Software pays 375 basis points above LIBOR
to borrow under the $1.4 billion facility. The bank loan matures on
May 25, 2022 and carries Moody's B2 rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 1.
F-SQUARED INVESTMENT: Only Lead Case Remains Open
-------------------------------------------------
Judge Laurie Selber Silverstein in March 2016 entered an order
closing the Chapter 11 cases of the affiliates of F-Squared
Investment Management, LLC. According to the order, Case No.
15-11469, F-Squared Investment Management will remain open pending
further Court order and will be the Chapter 11 case through which
the Debtors' consolidated estate will be administered.
These cases are closed:
Case Name Case Number
--------- -----------
F-Squared Investments, Inc. 15-11470
F-Squared Retirement Solutions, LLC 15-11471
F-Squared Alternative Investments, LLC 15-11473
F-Squared Solutions, LLC 15-11474
F-Squared Institutional Advisors, LLC 15-11475
F-Squared Capital, LLC 15-11476
AlphaSector LLS GP 1, LLC 15-11477
Active Index Solutions, LLC 15-11478
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on Jan. 14, 2016, signed an order
confirming the joint Chapter 11 plan of liquidation proposed by
F-Squared Investment Management, LLC, et al., and the Official
Committee of Unsecured Creditors.
The Plan had an Effective Date of Jan. 22, 2016. Claims arising
from the rejection of an executory contract under the Plan were due
Feb. 24, 2016. The administrative bar date was Feb. 24. The
professional claims bar date was March 7.
The Chapter 11 Plan
The Liquidation Plan provides that holders of Class 3 - General
Unsecured Claims are estimated to recover 6.0% to 11.9% of the
total allowed claim amount.
As of the General Bar Date, the Debtors received or scheduled the
following Claims:
No. of
Claim Priority Claims Amount of Claims
-------------- ------ ----------------
Secured Claims 9 $112,512
Admin. Claims 2 $367,540
Priority Non-Tax Claims 43 $588,121
Priority Tax Claims 8 $24,811
Unsecured Claims 375 $2,654,222,161
Of the General Unsecured Claims mount, approximately $512 million
constitutes Intercompany Claims (which are being eliminated by
virtue of the substantive consolidation proposed under the Plan),
significant portions thereof are currently and will in the future
be subject to objection on various substantive and non-substantive
grounds and $2.0 billion constitutes four proofs of Claim in the
amount of $500 million each filed by the Youngers Plaintiffs in
connection with the Youngers Litigation. The Debtors have
already objected to one of the Youngers Plaintiffs' proofs of
Claim as being duplicative and have filed an objection to the
remaining three proofs of Claim.
About F-Squared Investment
Headquartered in Wellesley, MA, F-Squared Investments, Inc. --
http://www.f-squaredinvestments.com-- is a privately owned
investment manager. The firm primarily provides its services to
other investment advisers. It also caters to individuals, high
net worth individuals, and pension and profit sharing plans. The
firm provides index management services. It manages separate
client-focused equity, fixed income, and multi-asset portfolios.
The firm invests in the public equity, fixed income, and
alternative investment markets across the globe. It makes all its
investments through exchange-traded funds. The firm invests in
small-cap stocks of companies across diversified sectors.
F-Squared Investment Management, LLC and eight of its affiliates
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 15-11469) on July 8, 2015. The petition was signed by Laura
Dagan as president and chief executive officer. The cases are
assigned to Laurie Selber Silverstein.
Richards, Layton & Finger, P.A. serves as the Debtors' counsel.
Gennari Aronson, LLP represents the Debtors as special corporate
counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and
Managed Account Services, LLC act as the Debtors' financial
advisors and investment bankers. Stillwater Advisory Group LLC is
the Debtors' crisis managers and restructuring advisors. BMC
Group, Inc. acts as the Debtors' claims and noticing agent.
FINIS INVESTMENTS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Finis Investments, LLC.
Finis Investments, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-11366) on January 29,
2016. The Debtor is represented by Brian K. McMahon, Esq.
FORESIGHT ENERGY: Forbearance Agreements Extended Until April 12
----------------------------------------------------------------
Foresight Energy LLC and Foresight Energy Finance Corporation,
together with Foresight Energy LP and certain other subsidiaries of
Foresight Energy LP again extended the term of the existing
forbearance agreement that was entered into on Dec. 18, 2015, with
certain holders of the Issuers' 7.875% Senior Notes due 2021. As a
result of the extension, the forbearance period runs through April
12, 2016, unless further extended by the Consenting Noteholders in
their sole discretion or unless earlier terminated in accordance
with its terms.
Foresight Receivables LLC, together with the Partnership, extended
the term of the forbearance agreement that was entered into on Jan.
27, 2016, with certain lenders under Foresight Receivables'
receivables financing agreement. As a result of the extension, the
forbearance period runs through April 12, 2016, unless further
extended by the Consenting Lenders in their sole discretion or
unless earlier terminated in accordance with its terms.
The extensions are intended to provide additional opportunity to
engage in discussions and negotiations with the holders of the
Notes and the Company's secured lenders.
About Foresight Energy
Foresight Energy mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure. The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities. The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations. Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.
Foresight Energy reported a net loss attributable to limited
partner units of $39.47 million on $984.85 million of total
revenues for the year ended Dec. 31, 2015, compared to net income
attributable to limited partner units of $70.19 million on $1.10
billion of total revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Foresight had $1.83 billion in total assets,
$1.81 billion in total liabilities and $18.88 million in total
partners' capital.
Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, noting that the Partnership is in
default of certain provisions of its long-term debt and capital
lease obligations, resulting in a working capital deficit as of
Dec. 31, 2015. These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.
* * *
The Troubled Company Reporter on March 22, 2016, reported that
Standard & Poor's Ratings Services said it lowered its corporate
rating on St. Louis-based Foresight Energy L.P. to 'D' from
'CCC-'.
As reported by the TCR on March 29, 2016, Moody's Investors Service
downgraded all ratings of Foresight Energy, LLC including the
corporate family rating to Caa3 from Caa1.
FOREST PARK REALTY: Objects to Sabra's Adequate Protection Bid
--------------------------------------------------------------
Forest Park Realty Partners III, LP, and BT Forest Park Realty
Partners, LP, object to Sabra Texas Holdings, L.P.'s motion asking
the U.S. Bankruptcy Court to lift the automatic stay on the grounds
that it is not adequately protected and there is no equity in the
Debtors' Property.
The Debtors argue that contrary to Sabra's allegations, there is an
equity cushion of approximately $6,000,000, which more than
adequately protects Sabra specifically since the Property subject
to Sabra’s lien is worth approximately $121,000,000, while Sabra
is asserting a claim against the Debtors in the amount of
$115,283,646.
Furthermore, the Debtors assert that the Court has awarded Sabra an
adequate-protection replacement lien on all postpetition income
pursuant to the Agreed Final Order Authorizing the Debtors to use
Cash Collateral. In any event, to the extent the Court disagrees
and believes Sabra is entitled to additional adequate protection,
the Debtors are willing to discuss extending additional adequate
protection.
In addition, the Debtors tell the Court that they continue to
operate the Property as they are working diligently during these
Bankruptcy Cases to maintain all insurance, licensing, and other
prerequisites to operations resuming at Forest Park Dallas while it
is being marketed. Since there is significant equity in the
Property, it is unquestionably necessary to an effective
reorganization, while the Debtors are exploring every option
available to them to maximize the value of the Property for all
their creditors and their equity holders.
The Court has set Sabra’s Motion for a final hearing on May 4,
2016.
Forest Park Realty Partners III, LP and BT Forest Park Realty
Partners, LP are represented by:
Melissa S. Hayward, Esq.
Julian P. Vasek, Esq.
FRANKLIN HAYWARD LLP
10501 North Central Expy., Suite 106
Dallas, Texas 75231
Telephone: (972) 755-7100
Facsimile: (972) 755-7110
Email: MHayward@FranklinHayward.com
JVasek@FranklinHayward.com
About Forest Park Realty
Forest Park Realty Partners III, LP, and BT Forest Park Realty
Partners, LP, own properties that constitute Forest Park Dallas,
which includes several hospital buildings, a parking garage, and a
vacant lot.
Forest Park Realty Partners III, LP, and BT Forest Park Realty
Partners, LP, sought Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 15-34814) on Nov. 30, 2015. The petitions were signed by
Todd Furniss as manager of Neal Richards Group Forest Park
Development LLC, its general partner. Judge Stacey G. Jernigan
has been assigned to the cases.
Forest Park estimated assets of $50 million to $100 million and
liabilities of $100 million to $500 million.
Franklin Hayward LLP serves as counsel to the Debtors.
FORTESCUE METALS: Bank Debt Trades at 16% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 84.29
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.12 percentage points from the
previous week. Fortescue Metals Group Ltd pays 275 basis points
above LIBOR to borrow under the $4.95 billion facility. The bank
loan matures on June 13, 2019 and carries Moody's Ba2 rating and
Standard & Poor's BB+ rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended April 1.
FOUNTAINS OF BOYNTON: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Fountains of Boynton Associates, Ltd.
Fountains of Boynton Associates, Ltd. based in Boynton Beach, Fla.,
sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
16-11690) on February 5, 2016. The Debtor considers itself a
"single asset real estate". The Hon. Erik P. Kimball oversees the
case. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara, & Landau,
serves as the Debtor's counsel. In its petition, the Debtor
estimated $50 million to $100 million in both assets and debts.
The petition was signed by John B. Kennelly, manager.
FRED FULLER: Court Rejects Disclosure Statement
-----------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire at the
end of February entered an order denying approval of the disclosure
statement explaining Fred Fuller Oil & Propane Co., Inc.'s Amended
Chapter 11 Plan filed Jan. 27, 2016.
By order dated March 10, 2015, the Debtor was directed to file its
Plan and Disclosure Statement by June 22, 2015, although these were
intended to be preliminary in nature. By order dated Sept. 25,
2015, and following the passage of the claims' bar date, the Debtor
was directed to file and serve a Disclosure Statement and Plan on
or before Nov. 5, 2015. The Disclosure Statement was scheduled for
hearing on Dec. 22, 2015.
After objections to the Disclosure Statement were filed by the
State of New Hampshire, the U.S. Trustee, Sharon Fuller and the
Official Committee of Unsecured Creditors, the Debtor agreed to
amend its Disclosure, and the Court directed an Amended Disclosure
Statement to be filed by Jan. 11, 2016. At the Debtor's request
the Court extended the deadline for filing the Amended Disclosure
Statement to Jan. 27.
The Debtor's Disclosure Statement as filed on Jan. 27, 2016,
reported these potential claims of the estate against Mr. Fuller
and related parties:
Potential Claims
----------------
Fred Fuller $2,275,640
Sharon Fuller $1,555,833
Dawn Coppola $1,223,228
William Fuller $529,133
Scott Beltran $460,000
Laurie Reed $221,094
Alison Carter $213,000
Becky Beltran $207,900
William Fuller $200,000
Rebecca Fuller $160,193
The Jan. 27, 2016 Disclosure Statement was met with several
objections, including objections filed by the U.S. Trustee, Fred
Fuller, Sharon Fuller, Dawn Coppola, and William Fuller.
On Feb. 17, 2016, a week before the hearing on the adequacy of the
Debtor's Disclosure Statement, the Debtor's president and sole
shareholder, Mr. Fred Fuller, filed a $6.824 million administrative
claim against the estate on behalf of himself and related parties,
purportedly for the value of assets he and related parties
contributed to enable the sale of the Debtor's assets to Rymes to
close in November of 2014.
On Feb. 24, 2016, given the number of objections raised, and the
recently filed $6.824 million administrative claim, the Court
denied approval of the Debtor's Disclosure Statement.
According to the U.S. Trustee, until there is resolution of the
Fuller $6.824 million administrative claim, the Plan process is
hopelessly stalled. More problematic, the U.S. Trustee relates, is
that Mr. Fuller, acting as chairman of the Debtor's Board,
purportedly directs the action be taken by the Debtor's chief
restructuring officer, Mr. Jeffrey Varsalone.
Pot-Waterfall Plan
The Debtor on Jan. 27, 2016, filed an Amended Plan, which is a
Pot-Waterfall Plan. According to the Disclosure Statement, the
Amended Plan provides that the Trustee will liquidate all of the
property of the estate on the Effective Date for the benefit of
Allowed Creditors. The cash will be deposited into a "Pot" and
then disburse the cash to creditors holding Allowed Claims in a
Class based on their Shares on a Class-by-Class basis in accordance
with the seniority of each Class, which creates the "Waterfall".
Administrative claimants will receive full payment. Holders of
consumer deposit claims are slated to have a 60% to 100% recovery.
Holders of general unsecured creditors will recover 1% in a worst
case scenario and 100% in a best case scenario. Holders of equity
interests won't receive anything.
Various parties, including the U.S. Trustee, raised objections.
"The Debtor sold substantially all of its assets in late November,
2014 to Rymes Heating Oil, on extraordinarily short notice. The
U.S. Trustee as well as other parties raised objections to the
Debtor's first Disclosure Statement and Plan. The current
Disclosure Statement has now raised more objections. The Debtor is
now poised to litigate with Rymes Heating Oil over who is now
responsible for the repayment of certain claims. The Debtor's
principal, Mr. Frederick Fuller, admittedly a prospective Defendant
in a significant avoidance action, has just filed a $6.824 million
administrative claim that appears to prevent a consensual Plan from
being achieved," the U.S. Trustee pointed out.
In his objection, William L. Fuller, a former employee asserting a
$2.17 million unsecured claim against the Debtor, says that the
allegation in the Disclosure Statement that he owes $200,000 on
account of no interest loans is unsubstantiated and cannot be
supported.
William L. Fuller's attorney:
EDWARD D. PHILPOT, JR., PLLC
Edward D. Philpot, Jr.
354 South Main Street, Suite 1
Laconia, NH 03246
Tel: (603) 528-0207
E-mail: ed@edphilpotlaw.com
About Fred Fuller Oil
Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
was the largest heating oil company in the state, serving about
30,000 New Hampshire customers.
It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188)
in Manchester, New Hampshire, on Nov. 10, 2014. Fredrick J.
Fuller, the president, signed the bankruptcy petition.
The Debtor estimated $10 million to $50 million in assets and debt.
The Nov. 10, 2014 court filing shows that the Debtor has about
$13.5 million in debt.
William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.
On Feb. 12, 2015, the Office of the U.S. Trustee appointed a
three-member Official Committee of Unsecured Creditors. The
Committee selected Brinkman Portillo Ronk, APC, as its counsel with
Deming Law Office acting "of counsel."
* * *
The Court on Nov. 26, 2014, entered an order authorizing the Debtor
to sell substantially all assets to Rymes Heating Oil, Inc. The
Order called for Rymes to assume the liability and responsibility
for performing the Debtor's liabilities under the "Pre-Buy/Budget
Contracts," and to deliver fuel to their homes without further
cost. Under the purchase and sales agreement as approved by the
Court, Rymes assumed the liabilities for employee vacation and sick
pay; delivered a promissory note for $3.645 million to Sprague; and
delivered a promissory note to the estate in the amount of
$275,000. Rymes also agreed to pay Raymond Green up to $2.5
million. Also sold through the sale process were assets belonging
to Mr. Frederick Fuller, or non-debtor entities he controlled.
Disputes over what was intended to be Rymes' or the Debtor's
responsibility under the sale continue to remain, and the estate is
poised to bring litigation against Rymes in the very near future.
FRED FULLER: U.S. Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------
The U.S. Trustee is asking the U.S. Bankruptcy Court for the
District of New Hampshire to enter an order converting Fred Fuller
Oil & Propane Co., Inc.'s bankruptcy case to a Chapter 7
liquidation, or, in the alternative, an order authorizing the
appointment of a chapter 11 trustee.
The Debtor on Jan. 27, 2016, filed an Amended Plan and Disclosure
Statement. On Feb. 17, a week before the hearing on the adequacy
of the Debtor's Disclosure Statement, the Debtor's president and
sole shareholder, Mr. Fred Fuller, filed a $6.824 million
administrative claim against the estate on behalf of himself and
related parties, purportedly for the value of assets he and related
parties contributed to enable the sale of the Debtor's assets to
Rymes to close in November of 2014. On Feb. 24, given the number
of objections raised, and the recently filed $6.824 million
administrative claim, the Court denied approval of the Debtor's
Disclosure Statement.
The U.S. Trustee notes that while Mr. Fuller remains the president
and sole shareholder of the Debtor, the day-to-day management of
the company has been in the hands of Mr. Jeffrey Varsalone, chief
restructuring officer for the Debtor since the commencement of the
case. Mr. Varsalone acts at the direction of the Debtor's Board,
which consists of Mr. Fuller.
The U.S. Trustee argues there is cause to convert the case under 11
U.S.C. Sec. 1112(b)(4)(A) because the Fuller administrative claim
-- if allowed for even a fraction of the amount sought -- would
render the Debtor's estate administratively insolvent and unable to
meet the requirements for confirmation under 11 U.S.C. Sec. 1129.
In addition, according to the U.S. Trustee, the Court cannot and
should not permit Mr. Fuller to prosecute his administrative claim
(or defend against Chapter 5 actions eventually brought against
him) while simultaneously directing the administration of this
estate through the company's chief restructuring officer, Jeffrey
Varsalone.
The U.S. Trustee alleges that the chief restructuring officer, who
reports to the Debtor's board (Mr. Fuller), is now in an impossible
situation and cannot litigate with Mr. Fuller over his
administrative claim while simultaneously taking direction from him
as chairman of the Board. Therefore, a disinterested person needs
to be appointed to represent the interests of the estate, the U.S.
Trustee tells the Court.
William K. Harrington, the U.S. Trustee, is represented by:
Geraldine Karonis
Assistant U.S. Trustee
1000 Elm Street - Suite 605
Manchester, NH 03101
Tel: (603) 666-7908
E-mail: Geraldine.L.Karonis@usdoj.gov
About Fred Fuller Oil
Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
was the largest heating oil company in the state, serving about
30,000 New Hampshire customers.
It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188)
in Manchester, New Hampshire, on Nov. 10, 2014. Fredrick J.
Fuller, the president, signed the bankruptcy petition.
The Debtor estimated $10 million to $50 million in assets and debt.
The Nov. 10, 2014 court filing shows that the Debtor has about
$13.5 million in debt.
William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.
On Feb. 12, 2015, the Office of the U.S. Trustee appointed a
three-member Official Committee of Unsecured Creditors. The
Committee selected Brinkman Portillo Ronk, APC, as its counsel with
Deming Law Office acting "of counsel."
* * *
The Court on Nov. 26, 2014, entered an order authorizing the Debtor
to sell substantially all assets to Rymes Heating Oil, Inc. The
Order called for Rymes to assume the liability and responsibility
for performing the Debtor's liabilities under the "Pre-Buy/Budget
Contracts," and to deliver fuel to their homes without further
cost. Under the purchase and sales agreement as approved by the
Court, Rymes assumed the liabilities for employee vacation and sick
pay; delivered a promissory note for $3.645 million to Sprague; and
delivered a promissory note to the estate in the amount of
$275,000. Rymes also agreed to pay Raymond Green up to $2.5
million. Also sold through the sale process were assets belonging
to Mr. Frederick Fuller, or non-debtor entities he controlled.
Disputes over what was intended to be Rymes' or the Debtor's
responsibility under the sale continue to remain, and the estate is
poised to bring litigation against Rymes in the very near future.
FREDDIE MAC: Fed. Cir. Requests More Briefing in Piszel v. U.S.
---------------------------------------------------------------
The United States government has no liability when it directs a
company to fire an employee and refuse to pay contractual severance
benefits. That's what government lawyers told Judges Dyk, Schall
and Hughes in Piszel v. U.S., No. 15-5100 (Fed. Cir.), last week.
The short story is that Freddie Mac hired Anthony S. Piszel as its
CFO in 2006, and entered into a written employment agreement with
him. That agreement said that if his employment were terminated
without cause Freddie would make a lump-sum severance payment. Two
weeks after placing Freddie into conservatorship in Sept. 2008, the
Federal Housing Finance Agency directed Freddie's CEO to terminate
Mr. Piszel's employment without cause and make no severance payment
to Mr. Piszel. Freddie did as it was instructed.
In 2014, Mr. Piszel sued the government. The complaint initiating
Piszel v. U.S., Case No. 14-cv-00691 (Ct. Fed. Cl.), argues that
FHFA's actions constitute a taking of Mr. Piszel's private property
rights without just compensation in violation of the Fifth
Amendment. The government says it took nothing from Mr. Piszel, he
should have filed a breach of contract suit against Freddie, and,
moreover, because he worked for a highly regulated business he
should have known the government could change the terms of his
employment at any time.
Suing Freddie, of course, would have been an exercise in futility
for Mr. Piszel and his lawyers. As it does in every lawsuit
brought against Fannie Mae and Freddie Mac, FHFA steps in as
conservator and substitutes itself for the GSE. Then, pointing to
section 4617(f) of HERA, asserts that it is fully insulated from
all litigation. So, Mr. Piszel and his lawyers turned to the Court
of Federal Claims. In a Memorandum Opinion and Order dated June
12, 2015, the Honorable Lydia Kay Griggsby bought the argument that
the government was free to change its mind and dismissed Mr.
Piszel's suit. Mr. Piszel appealed.
At last week's hearing -- a recording of which is available at
http://goo.gl/gcBBWRfrom the Federal Circuit's Web site -- the
three-judge panel struggled to understand how a takings claim
arises if Mr. Piszel retained his breach of contract claim against
Freddie. Judge Dyk tried to analogize the conservator's
repudiation of Mr. Piszel's employment contract to a trustee's
rejection of a contract in bankruptcy, which would give rise to a
claim for damages, but since FHFA has no process for asserting,
disputing, resolving and paying claims, the analogy doesn't work so
well. Bankruptcy trustees and chapter 11 debtors-in-possession
are, of course, subject to bankruptcy court oversight. FHFA takes
the position all of its actions are exempt from judicial review.
The three-judge panel questioned how similar Mr. Piszel's case may
be to A&D Auto Sales, Inc., et al. v. U.S., No. 13-5019 (Fed. Cir.)
-- slip op. at http://goo.gl/yFYnH8(and written by Judge Dyk) --
where the government directed General Motors and Chrysler to reject
a number of automobile dealer franchise contracts in exchange for
financial support for the automakers' restructurings.
Left with unanswered questions, Judges Dyk, Schall and Hughes want
Mr. Piszel and the government to submit supplemental briefs by Apr.
29, 2016, addressing these three questions:
(A) Does the fact that the golden parachute provision, 12
U.S.C. sec. 4518(e), did not eliminate breach of contract claims
preclude a takings action against the government?
(B) Would recovery for such a breach of contract claim be
limited by the doctrine of impossibility or the sovereign acts
doctrine and would the limitations on damages for breach of
contract claims in HERA, 12 U.S.C. sec. 4617(d)(3)(A), preclude or
limit recovery of breach of contract damages? Compare Office &
Prof'l Employees Int'l Union, Local 2 v. FDIC, 27 F.3d 598 (D.C.
Cir. 1994), with Howell v. FDIC, 986 F.2d 569 (1st Cir. 1993).
(C) If these doctrines or statutory provisions would limit
recovery, what impact would that have on the existence of a takings
claim?
Mr. Piszel is represented by:
Michael V. Rella, Esq.
MURPHY & McMONIGLE, P.C.
1185 Ave. of the Americas, 21st Floor
New York, NY 10036
Telephone: (212) 880-3999
E-mail: mrella@mmlawus.com
and the government is represented by David A. Harrington, Esq., at
the U.S. Department of Justice.
The Federal Circuit received an Amicus Brief from Pershing Square
Capital Management, L.P., and other GSE shareholders in support of
neither party. Pershing Square urges the Federal Circuit to avoid
relying on Judge Lamberth's decision in Perry v. Lew (on appeal to
the D.C. Circuit and set for oral argument on Fri., Apr. 15) that
dismissed shareholder complaints filed in the District Court
challenging the Net Worth Sweep. Judge Lamberth's "extraordinary
conclusion that the Government has blanket authority to confiscate
the assets of regulated private corporations and their shareholders
in federal conservatorship . . . cannot stand," Pershing Square
says.
No federal conservatorship regime and nothing in the history of
federal conservatorships suggests a grant to the U.S. government of
an option it can exercise whenever it wishes to nullify the
property interests of stakeholders like Mr. Piszel and Fannie and
Freddie preferred and common shareholders and seize all enterprise
value for itself.
FRIENDFINDER NETWORKS: SSG Helps Sell Penthouse to Reduce Leverage
------------------------------------------------------------------
SSG Capital Advisors, LLC, acted as the investment banker to
Penthouse (the "Company") in the sale of all of its outstanding
stock to Penthouse Global Media, Inc. The transaction closed in
February 2016.
Penthouse is an iconic name in adult entertainment. With
worldwide recognition and a long history, the Company successfully
leveraged the brand from its roots as a published magazine into a
diversified media business, including popular online sites;
broadcast content available throughout North America, Europe, Latin
America, Africa, and the Caribbean; and licensing arrangements
covering a broad array of products and services.
FriendFinder Networks, Inc., which owned Penthouse, sought to sell
certain ancillary service lines in order to de-lever the business.
The Company endured erratic operating performance due to the
changing dynamics of the adult entertainment industry, specifically
the proliferation of free content and the decline in popularity of
traditional print publications.
SSG was retained by the Company to run a sale process. In light of
the international scope of the adult entertainment industry and the
Company's worldwide operations, SSG's marketing process included
potential buyers from around the globe. The Company was ultimately
acquired by Penthouse Global Media, Inc., an entity created by
Kelly Holland, the current Managing Director of Penthouse.
Other professionals who worked on this post-chapter 11 transactions
include:
* Sean P. Coyle of Akerman, LLP, counsel to
Penthouse/FriendFinder Networks, Inc.;
* Barry L. Dastin and Russ A. Cashdan of Hogan Lovells,
counsel to Penthouse Global Media, Inc.; and
* Robert Campbell of Noble Financial Capital Markets, Inc.,
investment banker to Penthouse Global Media, Inc.
About SSG Capital Advisors, LLC
SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions. We provide our clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory. SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.
About FriendFinder Networks Inc.
FriendFinder Networks and affiliates, including lead debtor PMGI
Holdings Inc., sought chapter 11 protection (Bankr. D. Del. Case
No. 13-12404) on Sept. 17, 2013, estimating assets of $465.3
million and debt totaling $662 million. The Debtors prosecuted
their Modified Second Amended Joint Plan of Reorganization to
confirmation on Dec. 17, 2013, and emerged from chapter 11 later
that month. Under the Plan, annual interest expense was cut by
over $50 million, approximately $300 million of secured debt was
eliminated, and and return control of the Company to founder Andrew
Conru. SSG Capital Advisors served as the Debtors' financial
advisor in that chapter 11 restructuring.
GOODRICH PETROLEUM: Holders' Election Deadline Was April 8
----------------------------------------------------------
Goodrich Petroleum Corporation reminded the holders of its
unsecured notes and preferred stock to make their election on its
previously announced exchange offers by 5:00 p.m., New York City
time, on April 8, 2016. Holders who have already tendered their
unsecured notes or preferred stock do not have to re-tender their
notes or shares or take any other action as a result of the
previous extensions of the exchange offers.
The Company commenced offers to exchange any and all of the shares
of the Company's outstanding 5.375% Series B Cumulative Convertible
Preferred Stock, any and all of the depositary shares representing
the Company's outstanding 10.00% Series C Cumulative Preferred
Stock, any and all of the depositary shares representing the
Company's outstanding 9.75% Series D Cumulative Preferred Stock and
any and all of the depositary shares representing the Company's
outstanding 10.00% Series E Cumulative Convertible Preferred Stock
for newly issued shares of the Company's common stock, par value
$0.20 per share and its previously commenced offers to exchange any
and all of the Company's outstanding 8.875% Senior Notes due 2019,
3.25% Convertible Senior Notes due 2026, 5.00% Convertible Senior
Notes due 2029, 5.00% Convertible Senior Notes due 2032 and 5.00%
Convertible Exchange Senior Notes due 2032 for newly issued shares
of Common Stock.
Copies of the Offers to Exchange and Letters of Transmittal may be
found on the Company's website at www.goodrichpetroleum.com and may
be obtained from the Exchange Agent or the Information Agent for
the exchange offers as follows:
* Georgeson, Inc., at 888-607-6511 (toll free) or
www.georgeson.com
* American Stock Transfer & Trust Company, LLC, at (877) 248-
6417 (toll free) or (718) 921-8317 or
www.americanstocktransfer.com
About Goodrich
Goodrich Petroleum Corporation is an independent oil and natural
gas company engaged in the exploration, development and production
of oil and natural gas on properties primarily in (i) Southwest
Mississippi and Southeast Louisiana, which includes the Tuscaloosa
Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which
includes the Haynesville Shale, and (iii) South Texas, which
includes the Eagle Ford Shale Trend.
Goodrich Petroleum reported a net loss of $479.42 million on $77.65
million of revenues for the year ended Dec. 31, 2015, compared to a
net loss of $353.13 million on $208.55 million of revenues for the
year ended Dec. 31, 2014. As of Dec. 31, 2015, Goodrich had $98.97
million in total assets, $507.05 million in total liabilities and a
total deficit of $408.08 million.
The Company's auditors Ernst & Young LLP, Houston, Texas, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has near term liquidity constraints and is not in
compliance with their Current Ratio covenant that raise substantial
doubt about its ability to continue as a going concern.
GREENBRIER ENTERPRISES: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------------
Debtor: Greenbrier Enterprises, LLC
1400 Old Musket Lane
Fort Washington, MD 20744
Case No.: 16-00168
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 7, 2016
Court: United States Bankruptcy Court
for the District of Columbia (Washington, D.C.)
Judge: Hon. Martin S. Teel, Jr.
Debtor's Counsel: Robert M. Marino, Esq.
REDMON PEYTON & BRASWELL, LLP
510 King Street, Suite 301
Alexandria, VA 22314-3143
Tel: 703-684-2000
Fax: 703-684-5109
E-mail: rmmarino@rpb-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Purcell G. Conway, manager.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb16-00168.pdf
GREENSHIFT CORP: KCG Americas Reports 6.09% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, KCG Americas LLC reported that as of March 31, 2016, it
beneficially owns 3,470,593 shares of common stock of Greenshift
Corp. representing 6.09% based on outstanding shares reported on
the Issuer's 10-Q filed with the SEC for the period ended Sept. 30,
2015. A copy of the regulatory filing is available for free at
http://is.gd/LmdTK8
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
Greenshift reported net income of $1.97 million on $12.8 million of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $4.43 million on $15.5 million of total revenue for the
year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $5.37 million in total assets,
$43.8 million in total liabilities and a total stockholders'
deficit of $38.4 million.
GREIF INC: Egan-Jones Cuts Sr. Unsecured Rating to BB From BB+
--------------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured rating on
debt issued by Greif Inc. to BB from BB+ on March 15, 2016.
Greif Inc. manufactures and markets industrial packaging products
and services. The Company provides steel, plastic, fiber,
corrugated and multiwall containers. Greif also produces
containerboard and has operations nationwide.
GRIZZLY CATTLE: Debtor Asks Bankr. Court to Appoint an Examiner
---------------------------------------------------------------
To resolve disputes with insiders, Grizzly Cattle, LLC, asks the
U.S. Bankruptcy Court for the District of Colorago to appointing an
Examiner in its chapter 11 restructuring proceeding.
The Debtor's owners and members are Sopris, LLC and Kloiber Real
Estate Holdings, LLC. The Debtor’s primary creditor is Rabo
AgriFinance, Inc., which is owed in excess of $10 million.
In 2013, Kloiber, derivatively on behalf of the Debtor, filed an
action, before the Judicial
Arbiter Group, in Case No. 2013-1415A, asserting various tort
claims against Sopris and two related parties, Kirk A. Shiner and
Grizzly Land, LLC. On Feb. 12, 2016, the Arbiter, William G.
Meyer, entered an Interim Arbitration Award in favor of Kloiber and
the Debtor and against Sopris, Mr. Shiner, and Grizzly Land. The
Arbiter found that Sopris and Mr. Shiner violated their fiduciary
duties to and committed fraud against Kloiber and the Debtor. The
Interim Award acknowledges that the claims asserted in the
Arbitration constitute derivative claims. The Interim Award grants
damages in the approximate principal amount of $12 million.
Sopris, Mr. Shiner, and Grizzly Land continue to oppose the award
in the Arbitration.
Following the entry of the Interim Award, the Arbiter determined to
proceed with a
liquidation of the Debtor. The Debtor filed its bankruptcy case to
halt any liquidation in the context of the Arbitration and to
effect an appropriate liquidation through the Bankruptcy Code for
the benefit of all of its creditors and equity holders.
Given that the Debtor's owners, Sopris and Kloiber, are involved in
vigorously contested litigation against each other in the
Arbitration, the Debtor anticipates that questions and objections
will arise in regard to the Debtor's ability to pursue and assert
fairly the claims set forth in the Arbitration. Such questions
will impede the Debtor's effort to file promptly a plan to satisfy
its creditors through a liquidation of its assets, including any
claims against Sopris, Mr. Shiner, and Grizzly Land. Further, the
Debtor may hold other claims against Sopris and Kloiber, and their
respective parties, who, in turn, may assert other counter claims
against the Debtor.
The Debtor tells the COurt that it has and will continue to perform
its duties as a fiduciary under 11 U.S.C. sec. 1107. In order to
eliminate objections to the Debtor's fitness to conduct itself
properly as a debtor in possession and to expedite a prompt and
fair resolution of these proceedings, the Debtor seeks the
appointment of an examiner with the power to investigate, mediate,
and, if needed, prosecute the claims that form the subject matter
of the Arbitration, on behalf and for the benefit of the Debtor's
bankruptcy estate.
Given the dispute in the Arbitration between Kloiber and Sopris,
and their respective related parties, and given the Debtor's desire
to file a plan as soon as practicable, the Debtor says it is in the
interests of creditors and the equity holders for the Court to
appoint an examiner pursuant to 11 U.S.C. Sec. 1104.
In addition to the typical duties of investigation and reporting
set forth in 11 U.S.C. Sec.
1106, the Debtor requests that the Court order the examiner to:
(A) Prosecute or otherwise resolve the derivative claims set
forth in the Arbitration on
behalf of the Debtor’s estate; and
(B) Investigate and, if appropriate, prosecute or otherwise
resolve claim objections in
regard to all insiders, including any proofs of claim filed by
Kloiber, Sopris, Mr. Shiner,
Grizzly Land, or any of their respective related entities or
persons.
Grizzly Cattle, LLC, based in Johnstown, Colo., sought chapter 11
protections (Bankr. D. Colo. Case No. 16-12675) on Mar. 24, 2016,
and is represented by Robert Padjen, Esq., at Laufer and Padjan
LLC. At the time of the filing, the Debtor estimated assets and
debts of less than $10 million. The Debtor's chapter 11 petition
was signed by Kirk A. Shiner, managing member.
HAMPSHIRE GROUP: Forbearance Agreements Extended Until April 18
---------------------------------------------------------------
As previously reported:
* on Nov. 30, 2015, Hampshire Group, Limited and certain of its
subsidiaries entered into a Forbearance Agreement and Fifth
Amendment to Credit Agreement with Salus CLO 2012-1, Ltd. and
Salus Capital Partners, LLC, as lenders, pursuant to which,
among other things, (i) the maturity date of the loans under
the credit facility was changed to Feb. 29, 2016, and (ii) the
Lenders agreed to forbear from exercising their rights with
respect to certain specified defaults under the credit
facility.
* The Company has received a term sheet for a replacement credit
facility from a new lender and is negotiating the definitive
agreements with the new lender. On March 8, 2016, the
Borrowers and the existing Lenders entered into an agreement
dated as of March 7, 2016, to temporarily extend the
forbearance date and maturity date to April 4, 2016, subject
to an earlier date in the discretion of the Lenders in the
event that the Lenders receive notice that the credit facility
with the new lender will not be completed as currently
contemplated.
On April 7, 2016, the Borrowers and the existing Lenders entered
into an agreement dated as of April 4, 2016, to extend each of the
forbearance date and maturity date from April 4, 2016,
to April 18, 2016, subject to an earlier date in the discretion of
the Lenders in the event that the Lenders receive notice that the
credit facility with the new lender will not be completed as
currently contemplated. The Company said there can be no assurance
that the new credit facility will be completed in a timely manner,
or at all, or that the existing Lenders will give further
extensions of the forbearance and maturity dates beyond April 18,
2016.
A full-text copy of the Form 8-K report with the SEC is available
for free at http://is.gd/VbCGXQ
About Hampshire Group
New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a
holding company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC. The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.
The Company incurred a net loss of $28.8 million in 2014 following
a net loss of $16.04 million in 2013. As of Sept. 26, 2015,
Hampshire had $37.9 million in total assets, $44.8 million in total
liabilities and a $6.93 million total stockholders' deficit.
Elliott Davis Decosimo LLC, in Greenville, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses and incurred negative cash
flows from continuing operations and its total liabilities exceed
its total assets at December 31, 2014. In addition, the Company is
in default under its credit facility and has entered into a
forbearance agreement and amendment to the credit facility, which
among other items, changed the maturity date of the credit facility
to February 29, 2016. The Company's lenders have indicated that
they will not renew the credit facility beyond that maturity date,
because they intend to exit this line of business. The Company is
in the process of attempting to obtain financing with a new lender.
These conditions, the auditors said, raise substantial doubt about
the Company's ability to continue as a going concern.
HAMPSHIRE GROUP: Needs More Time to File 2015 Annual Report
-----------------------------------------------------------
Hampshire Group, Limited, 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-Q for the fiscal year ended
Dec. 31, 2015.
As previously reported, Hampshire Group was unable to timely file
its annual report on Form 10-K for the year ended Dec. 31, 2014,
and the quarterly reports on Form 10-Q for the first three quarters
of 2015 within the prescribed time periods because Company
management was addressing problems caused by labor issues, related
slowdowns and bottlenecks at West Coast shipping ports and
liquidity constraints caused by lower than expected fourth quarter
2014 results and the West Coast shipping ports problems.
Further, in 2015, Company management addressed problems caused by
liquidity constraints that prompted it to realign its resources
with its operations, including the sale of Rio Garment S.A.,
amending its New York Office lease and terminating a licensing
agreement with Sole Asset Holdings, Inc.
The Company's Audit Committee also initiated an investigation in
February 2015, which concluded in July 2015. As a result,
significant management time and resources were diverted from the
Company's normal process of reviewing and completing the Late
Reports as well as the Company's Annual Report on Form 10-K for the
year ended Dec. 31, 2015.
The Company said until all of the Late Reports are completed and
filed, it won't be able to begin preparation of its 2015 Form 10-K.
The Company filed the last of the Late Reports (the Quarterly
Report on Form 10-Q for the quarter ended on September 26, 2015) on
March 24, 2016. The Company intends to file the Form 10-K as soon
as reasonably practicable; however, at this time the Company
anticipates that it will not be able be able to do so within the
extension period of fifteen calendar days provided under Rule
12b-25 of the Securities Exchange Act of 1934, as amended."
The Company currently estimates that it will report a net loss
between $3.0 million and $5.0 million for the year ended Dec. 31,
2015, compared to a net loss of $28.8 million for the year ended
Dec. 31, 2014.
About Hampshire Group
New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a
holding company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC. The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.
The Company incurred a net loss of $28.8 million in 2014 following
a net loss of $16.04 million in 2013.
As of Sept. 26, 2015, Hampshire had $37.9 million in total assets,
$44.8 million in total liabilities and a $6.93 million total
stockholders' deficit.
Elliott Davis Decosimo LLC, in Greenville, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses and incurred negative cash
flows from continuing operations and its total liabilities exceed
its total assets at December 31, 2014. In addition, the Company is
in default under its credit facility and has entered into a
forbearance agreement and amendment to the credit facility, which
among other items, changed the maturity date of the credit facility
to February 29, 2016. The Company's lenders have indicated that
they will not renew the credit facility beyond that maturity date,
because they intend to exit this line of business. The Company is
in the process of attempting to obtain financing with a new lender.
These conditions, the auditors said, raise substantial doubt about
the Company's ability to continue as a going concern.
HANGER INC: Egan-Jones Gives "No Rating" Status to Unsecured Debt
-----------------------------------------------------------------
Egan-Jones Ratings Company entered a No Rating status on the senior
unsecured debt issued by Hanger Inc. from BB on March 4, 2016.
Hanger, Inc. is a professional practice management company focused
on the orthotic and prosthetic (O&P) of the orthopedic
rehabilitation industry. The Company acquires and operates O&P
businesses throughout the United States, as well as manufactures
O&P devices.
HARLEM PARK HOLDING: 1800 Mezz To Hold Public Auction on April 20
-----------------------------------------------------------------
Pursuant to Section 9-610 of the New York State Uniform Commercial
Code, 1800 Mezz Note Owner ("Lender") will sell at public auction
to the highest bidder all of the right, title and interest of
Harlem Park Holdings LLC and Lender in and to all regular limited
liability company interests of Harlem Member in Harlem Park
Acquisition LLC ("Harlem Borrower"), together with certain other
ancillary rights and collateral, all as detailed in that certain
pledge and security agreement dated Sept. 30, 2013, as the same may
have been amended, restated or modified. Harlem Borrower's
principal asset is the real property located at 1800 Park Avenue,
New York, New York.
The sale will take place at Offices of Rosenberg & Estis, P.C., 733
Third Avenue, 12th Floor, New York, New York 10017, on April 20,
2016, at 10:00 a.m. Mannion Auctions LLC by William Mannion NYC
DCA Lic. #796322.
Interested parties who would like additional information regarding
the collateral, the requirements to be a bidder for the collateral,
or the terms of the sale should contact the:
a) agent for the lender:
Eastdll Secured
40 West 57th Street, 22nd Floor
New York, New York 10019
Attention: Adam J. Spies, Senior Managing Director
Douglas L. Harmon, Senior Managing Director
Jean Celestin, Jr., Managing Director
Tel: (212) 315-7200
Fax: (212) 315-3602
Email: 1800ParkAvenue@eastdllsecured.com
b) lender's counsel:
Rosenberg & Estis, PC
733 Third Avenue
New York, New York 10017
Attention: Michael E. Lefkowitz, Esq.
Tel: (212) 551-8436
Email: miefkowitz@rosenbergestis.com
HCSB FINANCIAL: Labels 905,315 Shares as Series A Pref. Stock
-------------------------------------------------------------
HCSB Financial Corporation, on April 1, 2016, filed with the South
Carolina Secretary of State Articles of Amendment to the Company's
Articles of Incorporation to designate 905,315.57 shares of the
Company's authorized but unissued preferred stock as shares of the
Company's Series A preferred stock. The Series A preferred stock
has the following terms, preferences, limitations and relative
rights:
* Dividends: Holders of the Series A preferred stock will be
entitled to receive dividends when, as, and if declared by
the Company's board of directors, in the same per share
amount as paid on the number of shares of common stock with
respect to the number of shares of common stock into which
the shares of Series A preferred stock would be converted in
accordance with the Articles of Amendment, and no dividends
would be payable on the common stock unless a dividend
identical to that paid on the common stock is payable at the
same time on the Series A preferred stock on an as-converted
basis.
* Conversion: Each share of Series A preferred stock will
automatically convert into one hundred shares of non-voting
common stock effective as of the close of business on the
date that the Company obtains shareholder approval for and
files an amendment to the Articles of Incorporation to
authorize a class of non-voting common stock. Unless the
shares of Series A preferred stock have previously been
converted into shares of non-voting common stock as described
above, each share of Series A preferred stock will
automatically convert into one hundred shares of voting
common stock upon a "Permissible Transfer" of such shares of
Series A preferred stock to a non-affiliate of such holder or
may be converted into 100 shares of voting common stock at
any time, provided that upon such conversion, the holder and
its affiliates will not own more than 9.9% of the Company's
voting securities. A "Permissible Transfer" is a transfer by
the holder of Series A preferred stock (i) to the Company;
(ii) in a widely distributed public offering of voting common
stock or Series A preferred stock; (iii) that is part of an
offering that is not a widely distributed public offering of
voting common stock or Series A preferred stock but is one in
which no one transferee acquires the rights to receive 2% or
more of any class of voting securities; (iv) that is part of
a transfer of voting common stock or Series A preferred stock
to an underwriter for the purpose of conducting a widely
distributed public offering; (v) to a transferee that
controls more than 50% of the voting securities of the
Company without giving effect to such transfer; or (vi) that
is part of a transaction approved by the Board of Governors
of the Federal Reserve System.
* Priority: The Series A preferred stock will rank, as to
payments of dividends and distribution of assets upon
dissolution, liquidation or winding up of the Company, pari
passu with the common stock pro rata on an as-converted
basis.
* Voting: Holders of Series A preferred stock will have no
voting rights except as may be required by law. If the
holders of Series A preferred stock are entitled by law to
vote as a single class with the holders of outstanding shares
of common stock, each share of Series A preferred stock shall
be entitled to a number of votes equal to the number of
shares of common stock into which such share is convertible.
* Preemptive Rights: Holders of Series A preferred stock will
have no preemptive rights, except for any such rights that
may be granted by way of separate contract or agreement to
one or more holders of Series A preferred stock.
* Redemption: The Series A preferred stock will not be
redeemable by either the Company or by the holder.
About HCSB Financial
Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank. The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988. From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services. During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach. All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.
HCSB Financial reported a net loss available to common shareholders
of $1.75 million on $13.7 million of total interest income for the
year ended Dec. 31, 2015, compared to a net loss available to
common shareholders of $1.40 million on $16.09 million of total
interest income for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, HCSB Financial had $362 million in total
assets, $374 million in total liabilities and a total shareholders'
deficit of $12.3 million.
Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation (FDIC) that requires, among
other provisions, capital ratios to be maintained at certain
levels. As of December 31, 2015, the Company's subsidiary is
considered significantly undercapitalized based on its regulatory
capital levels. These considerations raise substantial doubt about
the Company's ability to continue as a going concern. The Company
also has deferred interest payments on its junior subordinated
debentures for 20 consecutive quarters as of December 31, 2015.
Under the terms of the debentures, the Company may defer payments
for up to 20 consecutive quarters without creating a default.
Payment for the 20th quarterly interest deferral period was due in
March 2016. The Company failed to pay the deferred and compounded
interest at the end of the deferral period, and the trustees of the
corresponding trusts, have the right, after any applicable grace
period, to exercise various remedies, including demanding immediate
payment in full of the entire outstanding principal amount of the
debentures. The balance of the debentures and accrued interest as
of December 31, 2015 were $6,186,000 and $901,000, respectively.
These events also raise substantial doubt about the Company's
ability to continue as a going concern as of December 31, 2015.
HEALTH NET: A.M. Best Affirms bb ICR & bb Rating on $400MM Notes
----------------------------------------------------------------
A.M. Best has removed from under review with developing
implications and affirmed the financial strength rating of B++
(Good) and the issuer credit ratings (ICR) of "bbb" of Health Net
of California, Inc., Health Net Life Insurance Company, Health Net
Health Plan of Oregon, Inc. (Tigard, OR) and Health Net of Arizona,
Inc. (Tempe AZ). All companies are headquartered in Woodland Hills,
CA unless otherwise specified. A.M. Best also has removed from
under review with developing implications and affirmed the ICR of
"bb" and the issue rating of "bb" on the $400 million 6.375% senior
unsecured notes due 2017 of the parent company, Health Net, Inc.
(Health Net). The outlook assigned to each rating is stable.
The rating affirmations follow the March 24, 2016, completion of
Centene Corporation’s (Centene) [NYSE: CNC] acquisition of Health
Net. As a result of the acquisition, Health Net is a wholly owned
subsidiary of Centene, and is no longer a publicly traded company.
In addition, the combined company will be headquartered in St.
Louis, MO. The acquisition created a leading diversified
multinational health care organization with more than 10 million
members throughout the United States. The combined organization
will have a strong presence in the California Medicaid program and
will be one of the largest Medicaid managed organizations in the
country. This transaction provides growth opportunities in
government programs including TRICARE, the U.S. Department of
Veterans Affairs and in exchange products in multiple states.
Additionally, the new company has the potential for significant
cost synergies through integration of a range of specialty services
and leveraging capabilities in information technology systems and
process management. Centene and Health Net teams have been working
over the past eight months to develop an integration plan that
leverages the talents and expertise of both companies.
Health Net shareholders received 0.622 shares of Centene common
stock and $28.25 in cash for each share of Health Net common stock
held at closing, for a total transaction value of approximately
$6.0 billion, including the assumption of debt. The combined pro
forma financial leverage is expected to be approximately 45%, and
goodwill is anticipated to increase considerably.
Health Net's 2015 fiscal year end operating results improved with
increased revenue and earnings. In addition, the company reported
higher shareholder’s equity for the year. The growth trends have
been primarily supported by higher membership in Medicaid programs.
However, some of Health Net’s core subsidiaries have reported a
significant decline in earnings due to the costs of participating
in the exchange and other fees related to the Affordable Care Act.
In addition, during 2015, a number of capital infusions from the
holding company were made to several of its insurance subsidiaries
to maintain risk-adjusted capital levels. A.M. Best expects that
the parent company will continue to provide capital support when
needed. Going forward, the combined companies will face the
challenges of integration risk and business execution risk.
HUB INTERNATIONAL: Bank Debt Trades at 3% Off
---------------------------------------------
Participations in a syndicated loan under which Hub International
LTD is a borrower traded in the secondary market at 97.18
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.53 percentage points from the
previous week. Hub International pays 325 basis points above LIBOR
to borrow under the $1.951 billion facility. The bank loan matures
on Oct. 2, 2020 and carries Moody's Ba3 rating and Standard &
Poor's B rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 1.
IHEARTCOMMUNICATIONS INC: Julia Donnelly Quits as Director
----------------------------------------------------------
Julia B. Donnelly resigned as a member of the Board of Directors of
iHeartCommunications, Inc., on April 7, 2016, according to a
regulatory filing with the Securities and Exchange Commission.
Pursuant to the Company's Seventh Amended and Restated By-laws, as
amended, on April 7, 2016, the Board of Directors of the Company
appointed Laura A. Grattan as a member of the Company's Board of
Directors to fill the vacancy created by Ms. Donnelly's
resignation.
Ms. Grattan is a director at Thomas H. Lee Partners, L.P. From
2003 until she joined THL in 2005, Ms. Grattan worked in the
Private Equity Group at Goldman, Sachs & Co. Ms. Grattan is
currently a director of inVentiv Health, Inc. and West Corporation.
Ms. Grattan was also appointed as a member of the board of
managers of iHeartMedia Capital I, LLC, the Company's direct
parent, and the board of directors of iHeartMedia, Inc., the
Company's indirect parent, on April 7, 2016. Her prior investment
experience at THL includes Aramark Corporation and Univision
Communications, Inc. Ms. Grattan holds an A.B. in Economics from
Dartmouth College and an M.B.A. from Harvard Business School.
Ms. Grattan will not receive any compensation for her service on
the Company's Board of Directors. She will receive the same form
of Indemnification Agreement as all other members of the Company's
Board of Directors. At this time, the Board of Directors does not
intend to appoint Ms. Grattan as a member of any of the committees
of the Board of Directors.
Entities controlled by Bain Capital Investors, LLC and THL and
their respective affiliates collectively own all of the outstanding
shares of Class B common stock and Class C common stock of iHM.
These shares represent in the aggregate approximately 66% (whether
measured by voting power or economic interest) of the equity of
iHM. In addition, seven of the Company's directors (including Ms.
Grattan) are affiliated with the Sponsors and all of the Company's
directors are members of the board of directors of iHM.
In connection with the 2008 merger pursuant to which iHM acquired
the Company, iHM and its subsidiaries entered into a number of
agreements with the Sponsors and certain of their affiliates,
including (1) a management agreement pursuant to which the Sponsors
provide management and financial advisory services to iHM and its
wholly owned subsidiaries until 2018, at a rate not greater than
$15.0 million per year, plus reimbursable expenses, (2) a
stockholders agreement relating to voting in elections to the board
of directors of iHM and the transfer of certain shares and (3) an
affiliate transactions agreement with respect to the entry into
certain transactions between iHM or its subsidiaries, on the one
hand, and the Sponsors or their respective affiliates, on the other
hand. In addition, as a result of the worldwide reach and the
nature of the business of iHM and the breadth of investments by the
Sponsors, it is not unusual for iHM and its subsidiaries to engage
in ordinary course of business commercial transactions with
entities in which one or both of the Sponsors directly or
indirectly owns a greater than 10% equity interest. A description
of these agreements and commercial transactions is contained in
iHM's Proxy Statement on Schedule 14A, filed with the Securities
and Exchange Commission on March 31, 2015.
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.
IMPLANT SCIENCES: Debt Maturities Extended Until June 2016
----------------------------------------------------------
Implant Sciences Corporation announced the extension of its secured
credit agreements with DMRJ Group, LLC and the group of investors
represented by BAM Administrative Services, LLC.
DMRJ and BAM have agreed to a time-limited extension of the
maturity of all Implant Sciences' indebtedness under those secured
credit agreements. The company has agreed to amend the terms of
its Series H Convertible Preferred Stock, Series I Convertible
Preferred Stock and Series J Convertible Preferred Stock, so that
on any matter presented to the stockholders of the company, each
holder of outstanding shares of each of the series of preferred
stock will be entitled to cast the number of votes equal to the
number of whole shares of Common Stock into which the shares of the
preferred stock are convertible as of the record date for
determining stockholders entitled to vote on such matter.
The amended terms also dictate that such shares of preferred stock
will, upon the sale of the company, be paid the amounts that they
would have been paid if converted to common stock, without such
shares being required to be converted. The parties also agreed to
amend such series of preferred stock to remove the limitations on
the holders thereof being able to convert such preferred stock to
own more than 4.99% of the company's outstanding common stock. The
company also agreed to revise the Series J Convertible Preferred
Stock so that its holders are paid preferred payable in kind
dividends of 15% per year. The remaining terms and conditions
remain unchanged.
The maturity of the Company's indebtedness to a group of accredited
institutional investors and BAM Administrative Services LLC, as
administrative agent for the Investors, under a Note Purchase
Agreement dated March 19, 2014, as amended, was extended from March
30, 2016, to June 29, 2016; provided that in the event the Company
extends the maturity date on all obligations owed to DMRJ, to a
date past June 30, 2016, the maturity date of the Secured Term
Notes shall automatically extend to such business day as is
immediately prior to such extended maturity date of the DMRJ
obligations.
The maturity of all of the Company's indebtedness to DMRJ under (i)
a senior secured promissory note dated July 1, 2009 and (ii) a
credit agreement dated September 4, 2009, was extended from March
31, 2016, to June 30, 2016.
"We appreciate DMRJ and BAM's continued support, as the Board of
Directors guides Implant Sciences toward a final decision point in
the exploration of the strategic options for the business and to
establish an improved capital structure," stated Implant Sciences'
CEO, Dr. Bill McGann. "Implant Sciences' success in the market has
continued, and we remain on target in regards to our projected FY16
revenues. The updated agreement gives us the needed flexibility as
we continue to execute on our ultimate goal of profitability."
Detailed information on the extensions is available for free at:
http://is.gd/ZZrpIA
About Implant Sciences
Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.
As of Dec. 31, 2015, the Company had $15.4 million in total assets,
$96.46 million in total assets, and a total stockholders' deficit
of $81.1 million.
"Despite our current sales, expense and cash flow projections and
Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company has had recurring net
losses and continues to experience negative cash flows from
operations. As of Sept. 15, 2015, the Company's principal
obligation to its primary lenders was approximately $65,046,000 and
accrued interest of approximately $15,393,000. The Company is
required to repay all borrowings and accrued interest to these
lenders on March 31, 2016. These conditions raise substantial
doubt about its ability to continue as a going concern.
INFORMATICA CORP: Bank Debt Trades at 2% Off
--------------------------------------------
Participations in a syndicated loan under which Informatica Corp is
a borrower traded in the secondary market at 97.90
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.25 percentage points from the
previous week. Informatica Corp pays 350 basis points above LIBOR
to borrow under the $ 1.875 billion facility. The bank loan matures
on June 1, 2022 and carries Moody's B2 rating and Standard & Poor's
B rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 1.
INTERNATIONAL WIRE: S&P Lowers CCR to 'B', Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit ratings on Camden, N.Y.-based International Wire Group
Holdings Inc. and International Wire Group Inc. to 'B' from 'B+'.
The rating outlook is negative.
At the same time, S&P lowered the issue-level rating on
International Wire Group Inc.'s $250 million senior secured notes
due October 2017 to 'B' from 'B+'. S&P's recovery rating on the
notes remains '4', indicating its expectation for average (30% to
50%; at the lower end of the range) recovery in the event of a
payment default.
"The negative outlook reflects our view that IWG's liquidity could
be revised to weak in the fourth quarter of 2016 if its senior
secured notes due 2017 are not refinanced before they become
current in October," said Standard & Poor's credit analyst Michael
Maggi. "At the same time, we expect continued weakness in metals
prices and a mixed demand picture across its key end markets will
weigh negatively on IWG's operating results over the next 12
months. As such, we forecast adjusted debt to EBITDA will rise to
between 5x and 5.5x by year end 2016 before falling back below 5x
during 2017."
S&P could lower its ratings by one notch if it viewed IWG's
liquidity to be weak rather than less than adequate, which would
cap S&P's rating at 'B-'. A weak liquidity assessment represents
an overarching credit risk, such as a material deficit over the
next 12 months. S&P could downgrade IWG by more than one notch,
however, if S&P viewed its financial commitments to be
unsustainable in the long-term or it is likely the issuer will
default.
Until IWG refinances its upcoming debt maturities, it is unlikely
that S&P would take a positive rating action. However, if its debt
is refinanced in a timely and favorable manner, and its financial
sponsors maintained policies to keep adjusted leverage notably
below 5x on a sustained basis, it is possible S&P could raise its
ratings on IWG back to 'B+'. At the very least, S&P would likely
return the outlook to stable if the company addresses the
refinancing before its senior secured notes become current in
October 2016.
INVENTIV HEALTH: Files Registration Statement on Form S-1
---------------------------------------------------------
inVentiv Group Holdings, Inc., on April 5, 2016, filed a
Registration Statement on Form S-1 relating to an initial public
offering of shares of its common stock. The Registration Statement
includes information about the Company, Parent's wholly-owned
subsidiary. A copy of the disclosure regarding inVentiv Health
included in the Registration Statement is available at:
http://is.gd/g3bIKv
About inVentiv Health
inVentiv Health, Inc., is privately owned by inVentiv Group
Holdings, Inc., an organization sponsored by affiliates of Thomas
H. Lee Partners, L.P., Liberty Lane Partners and members of the
inVentiv Health management team.
inVentiv Health is a top-tier professional services organization
that accelerates the clinical and commercial success of
biopharmaceutical companies worldwide. The Company's combined
Clinical Research Organization and Contract Commercial Organization
helps clients improve their performance to deliver much-needed
therapies to market. With 13,000 employees providing services to
clients in 70 countries, inVentiv Health designs best practices,
processes and systems to enable clients to successfully navigate an
increasingly complex environment.
- See more at:
http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf
Inventiv Health reported a net loss attributable to the Company of
$151 million on $1.99 billion of net revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to the Company
of $190 million on $1.80 billion of net revenues for the year ended
Dec. 31, 2014.
As of Dec. 31, 2015, inVentiv had $2.15 billion in total assets,
$2.92 billion in total liabilities and a $771.10 million in total
stockholders' deficit.
* * *
As reported by the TCR on May 22, 2015, Moody's Investors Service
affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability
of Default Rating of inVentiv Health, Inc. as well as all of the
instrument ratings. The Caa1 rating reflects inVentiv's very high
leverage, history of negative free cash flow and significant
interest burden which will make a default event likely if the
company does not significantly improve its EBITDA performance well
ahead of 2018, when all of the company's debt matures.
The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings
Services affirmed its 'B-' corporate credit rating on Burlington,
Mass.-based contract research organization (CRO) inVentiv Health
Inc.
ISIGN SOLUTIONS: Incurs $7.61 Million Net Loss in 2015
------------------------------------------------------
iSign Solutions Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common stockholders of $7.61 million on $1.62
million of revenue for the year ended Dec. 31, 2015, compared to a
net loss attributable to common stockholders of $7.37 million on
$1.51 million of revenue for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, iSign had $1.97 million in total assets, $3.84
million in total liabilities and a total deficit of $1.87 million.
Armanino LLP, in San Ramon, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's significant
recurring losses 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/GJKSi6
ABOUT iSIGN
iSIGN (formerly known as Communication Intelligence Corporation or
CIC) is a provider of digital transaction management (DTM) software
enabling fully digital (paperless) business processes. iSIGN's
solutions encompass a wide array of functionality and services,
including electronic signatures, simple-to-complex workflow
management and various options for biometric authentication. These
solutions are available across virtually all enterprise, desktop
and mobile environments as a seamlessly integrated software
platform for both ad-hoc and fully automated transactions. iSIGN's
software platform can be deployed both on-premise and as a
cloud-based service, with the ability to easily transition between
deployment models. iSIGN is headquartered in Silicon Valley. For
more information, please visit the Company's Web site at
www.isignnow.com. iSIGN's logo is a trademark of iSIGN.
ISTAR FINANCIAL: Diamond Hill Reports 10% Stake
-----------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Diamond Hill Capital Management, Inc., reported that as
of March 31, 2016, it beneficially owns 7,261,118 shares of common
stock of iStar Financial, Inc., representing 10 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/eolnf9
About iStar Inc.
New York-based iStar Inc., formerly known as iStar Financial Inc.
(NYSE: SFI) provides custom-tailored investment capital to high-end
private and corporate owners of real estate, including senior and
mezzanine real estate debt, senior and mezzanine corporate capital,
as well as corporate net lease financing and equity. The Company,
which is taxed as a real estate investment trust, provides
innovative and value added financing solutions to its customers.
iStar Financial reported a net loss allocable to common
shareholders of $33.72 million in 2014, a net loss allocable to
common shareholders of $155.76 million in 2013 and a net loss
allocable to common shareholders of $272.99 million in 2012.
As of Sept. 30, 2015, the Company had $5.64 billion in total
assets, $4.48 billion in total liabilities, $11.6 million in
redeemable noncontrolling interests and $1.14 billion in total
equity.
* * *
As reported by the TCR on June 26, 2014, Fitch Ratings had
affirmed the Issuer Default Rating (IDR) of iStar Financial
at 'B'. The 'B' IDR is driven by improvements in the company's
leverage, continued demonstrated access to the capital markets and
new sources of growth capital and material reductions in non-
performing loans (NPLs).
As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.
In October 2012, Moody's Investors Service upgraded the corporate
family rating to 'B2' from 'B3'. The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate. The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.
J. CREW: Bank Debt Trades at 22% Off
------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 77.58
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.50 percentage points from the
previous week. J. Crew pays 300 basis points above LIBOR to borrow
under the $1.56 billion facility. The bank loan matures on Feb. 27,
2021 and carries Moody's B2 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended April 1.
JEMSEK CLINIC: BCBSNC's Bid to Stay Enforcement of Judgment OK'd
----------------------------------------------------------------
Plaintiff Blue Cross and Blue Shield of North Carolina filed a
Motion to Stay Enforcement of Judgment and to Fix Amount of
Supersedeas Bond.
The United States District Court for the Western District of North
Carolina, Charlotte Division, entered an Order and Judgment against
BCBSNC and in favor of Defendants Jemsek Clinic, P.A., and Joseph
G. Jemsek. BCBSNC filed an appeal of the Judgment to the United
States Court of Appeals for the Fourth Circuit. In conjunction
with the appeal, BCBSNC filed its Motion to Stay along with a bond
in the amount of $1,305,362. The original bond named the
Defendants, as the parties to the Judgment, as Obligees; however,
after consultation, the parties have obtained an amendment to the
bond to make the Defendants' counsel Langdon Cooper the Obligee of
the bond. BCBSNC is entitled to a stay as a matter of right.
All parties have agreed to the proposed language for the
supersedeas bond as well as the amount of the bond. The Court
found that a bond in the amount of $1,305,362 is sufficient to
permit full satisfaction of the judgment together with costs and
interest. Accordingly, the Court will grant BCBSNC's Motion to
Stay. Specifically, the Court approves the supersedeas bond, sets
the amount of the bond at no more than $1,305,362.88, and stays
enforcement of the Judgment against BCBSNC.
In an Order dated March 21, 2016, which is available at
http://is.gd/nt5yzyfrom Leagle.com, Judge Robert J. Conrad of the
United States District Court for the Western District of North
Carolina, Charlotte Division, ordered that the Judgment is property
of the bankruptcy estate. Judge Conrad also granted BCBSNC's
Motion to Stay Enforcement of Judgment and to Fix Amount of
Supersedeas Bond. The Court accepts and receives the bond, in the
amount of $1,305,362.
The district court proceeding is BLUE CROSS AND BLUE SHIELD OF
NORTH CAROLINA, Plaintiff, Counterclaim Defendant, and Counterclaim
Plaintiff, v. JEMSEK CLINIC, P.A., and JOSEPH G. JEMSEK, M.D., an
individual Defendants, Counterclaim Plaintiffs, and Counterclaim
Defendants, No. 3:14-cv-417-RJC (W.D.N.C.)., relating to In re:
JEMSEK CLINIC, P.A. Debtor. In re: JOSEPH G. JEMSEK, M.D. Debtor.
Blue Cross Blue Shield of North Carolina, Plaintiff, is represented
by Alan D. McInnes, Esq. -- Amcinnes@kilpatricktownsend.com --
Kilpatrick Townsend & Stockton LLP, Chad Dwight Hansen, Esq. --
Chansen@kilpatricktownsend.com -- Kilpatrick Townsend & Stockton
LLP, Christopher G. Browning, Jr., Esq. --
chris.browning@troutmansanders.com -- Troutman Sanders LLP, Daniel
R. Taylor, Jr., Esq. -- Dtaylor@kilpatricktownsend.com --
Kilpatrick Townsend & Stockton LLP, Deborah L. Fletcher, Esq. --
dfletcher@fisherbroyles.com -- FSB Fisher Broyles LLP, L. D.
Simmons, II, Esq. -- lsimmons@mcguirewoods.com -- McGuire Woods,
LLP, Mark W. Kinghorn, Esq. -- mkinghorn@mcguirewoods.com --
McGuireWoods LLP & Thurston Holderness Webb, Esq. --
TWebb@kilpatricktownsend.com -- Kilpatrick Townsend.
Jemsek Clinic, P.A., Defendant, is represented by A. Cotten Wright,
Esq. -- cwright@grierlaw.com -- Grier Furr & Crisp, PA, Langdon M.
Cooper, Esq. -- lcooper@mhc-law.com -- Mullen, Holland & Cooper,
P.A., M. Kathryn Pruett, Esq. -- Polsinelli Shughart PC, Michael F.
Ruggio, Esq. -- Nelson Mullis, Milton Shipman Winter, IV,
Polsinelli PC, pro hac vice, Travis Waterbury Moon, Esq. -- Moon
Wright & Houston, PLLC & William D Blakely, Esq. --
wblakely@polsinelli.com -- Polsinelli Shughart PC.
M.D. Joseph G. Jemsek, Defendant, is represented by A. Cotten
Wright, Grier Furr & Crisp, PA, Joseph W. Grier, III, Grier Furr &
Crisp, PA, Langdon M. Cooper, Mullen, Holland & Cooper, P.A., M.
Kathryn Pruett, Polsinelli Shughart PC, Michael F. Ruggio, Nelson
Mullis, Milton Shipman Winter, IV, Polsinelli PC, pro hac vice &
William D Blakely, Polsinelli Shughart PC.
About Jemsek Clinic
Jemsek Clinic, P.A., dba Jemsek Specialty Clinic, Lyme and Related
Diseases, PLLC, fka Jemsek Clinic, PLLC --
http://www.jemsekclinic.com/-- operates a center for the practice
of internal medicine and infectious diseases in Huntersville, N.C.
The center specializes in general infectious disease diagnosis and
treatment, with a primary focus on HIV/AIDS and Lyme Disease. The
debtor sought chapter 11 protection (Bankr. W.D.N.C. Case No.
06-31766) on Oct. 25, 2006, and is represented by Travis W. Moon,
Esq., at Hamilton Fay Moon Stephens Steele & Martin, PLLC, in
Charlotte, N.C. At the time of the filing, the Debtor estimated
its assets and debts at less than $10 million.
KLD ENERGY: Hires Husch Blackwell as Bankruptcy Counsel
-------------------------------------------------------
KLD Energy Technologies, Inc. seeks permission from the Hon. H.
Christopher Mott of the U.S. Bankruptcy Court for the Western
District of Texas to employ Husch Blackwell LLP as bankruptcy
counsel.
The Debtor desires to employ Lynn Hamilton Butler and the law firm
Husch Blackwell LLP to serve as its bankruptcy counsel in this
case. The scope of representation would be providing legal advice
regarding strategic options, including the preparation and
prosecution of a Chapter 11 reorganization bankruptcy.
Husch Blackwell will charge attorney fees and expenses at its
normal rates for bankruptcy debtor representation. Lynn Hamilton
Butler's hourly rate for this case is $500. The rates of other
attorneys in Husch Blackwell assisting range from $160 to $770 an
hour and paralegal rates are from $115 to $295 an hour.
Husch Blackwell will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Husch Blackwell received a retainer of $45,000 for services to be
performed in connection with this case, of which $30,000 was loaned
to the Debtor by the proposed debtor-in-possession lender but was
paid directly to the Firm. Of that retainer, $42,730 was offset by
the Firm immediately before filing of the Case.
Pursuant to an agreement reached with the proposed
debtor-in-possession lender, upon interim approval of the Debtor's
proposed financing motion, the Firm will receive an additional
$50,000 into its trust account as a post-petition retainer to be
held by the Firm as an evergreen retainer to be drawn upon only
after appropriate orders are entered by the Court.
Lynn Hamilton Butler, partner of Husch Blackwell, 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.
Husch Blackwell can be reached at:
Lynn Hamilton Butler, Esq.
Rhonda B. Mates, Esq.
HUSCH BLACKWELL LLP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Tel: (512) 472-5456
Fax: (512) 479-1101
E-mail: Lynn.butler@huschblackwell.com
E-mail: Rhonda.mates@huschblackwell.com
KU6 MEDIA: Shanda Pictures Holds 70% of Ordinary Shares
-------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Shanda Media Group Limited, et al., disclosed that as
of April 6, 2016, they beneficially own 3,334,694,602 ordinary
shares (including Shares represented by ADSs) of KU6 Media Co.,
Ltd. representing 69.9 percent of the shares outstanding.
Also included in the filing are the following:
Beneficial Percentage
Entity Ownership of Class
------ ------------- ----------
Tianqiao Chen 2,334,286,221 48.9%
Shanda Media Limited 2,334,286,221 48.9%
Premium Lead Company Limited 3,334,694,602 69.9%
Shanda Interactive Entertainment Ltd 3,334,694,602 69.9%
Shanda Investment Holdings Limited 3,334,694,602 69.9%
Shanda Pictures Corporation 3,334,694,602 69.9%
A copy of the regulatory filing is available for free at:
http://is.gd/CZa93r
About Ku6 Media
Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.
As of Dec. 31, 2015, the Company had $9.01 million in total assets,
$14.31 million in total liabilities and a $5.29 million total
shareholders' deficit.
PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company's recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes made, or planned to be made, in respect of the
Company's business model, raise substantial doubt about the
Company's ability to continue as a going concern.
LIFE PARTNERS: Hersh Represents 114 Small Individual Investors
--------------------------------------------------------------
To comply with Rule 2019 of the Federal Rules of Bankruptcy
Procedure:
Susan B. Hersh, Esq.
SUSAN B. HERSH, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Telephone: (972) 503-7070
E-mail: susan@susanbhershpc.com
disclosed last week that she now represents 114 individual investor
creditors, collectively referred to as the Small Individual
Investors Group. Each of her Clients, purchased fractional
interests in various life insurance policies, the sale of which was
facilitated by Life Partners, Inc., or purchased one or more
promissory notes, through their retirement accounts, which Notes
are secured by fractional interests in Policies, and which purchase
was facilitated by LPI.
Ms. Hersh's Clients oppose any and all claims that the Policies are
property of the LPI and have engaged the Firm to represent them,
generally, to advance their common interests in the assertion of
their ownership rights in the Policies and/or to assist the Client
in filing a proof of claim, and/or seeking an enlargement of the
Bar Date to allow the filing of their proofs of claim to be
considered timely.
Each of the Clients has signed an engagement letter, with a
conflict waiver acknowledging the multiple client representation,
which, if requested, could be made available to the Court for in
camera review if the Court deems such submission necessary;
otherwise, a copy of the unsigned engagement letter, with some
redactions to preserve attorney-client communications can be
provided to requesting parties to comply with Rule 2019(c)(4). The
Clients may hold claims against LPI or one of the related debtor
entities. The Firm continues to investigate the extent of any such
claims.
About Life Partners
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc. has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case. The trustee is represented by Thompson & Knight
LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LINN ENERGY: Egan-Jones Cuts Sr. Unsecured Debt Rating to C
-----------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured rating on
debt issued by Linn Energy LLC to C from CC on March 15, 2016. EJR
also lowered rating on commercial paper issued by the Company to D
from C.
Linn Energy LLC is an independent natural gas exploration and
production company. The Company acquires various oil and gas
properties in the United States.
LOMA LINDA: Fitch Assigns 'BB+' Rating on $883MM Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the approximately $883
million California Statewide Communities Development Authority
revenue bonds series 2016A issued on behalf of Loma Linda
University Medical Center (LLUMC). In addition, Fitch has affirmed
the 'BB+' rating on LLUMC's outstanding debt, which is listed at
the end of this release.
The Rating Outlook is revised to Stable from Negative.
The series 2016A bonds will be fixed rate and bond proceeds will be
used to fund a portion of the cost of LLUMC's campus transformation
project ($599 million), fund capitalized interest through December
2019 and a debt service reserve fund ($258 million), refund the
series 2014C bonds ($13 million), and pay costs of issuance. The
series 2016A bonds are expected to price the week of April 25th.
SECURITY
The bonds are secured by a gross revenue pledge and mortgage pledge
of the obligated group (OG). In addition, there is a debt service
reserve fund. The OG accounted for 99.9% of the net patient
service revenue and 98.3% of the total net assets of the
consolidated entity in 2015 (Dec. 31 fiscal year end; audited).
Fitch's analysis is based on the consolidated entity, Loma Linda
University Medical Center and Affiliates.
KEY RATING DRIVERS
EXPECTATIONS FROM LAST REVIEW MET: The revision in the Outlook to
Stable from Negative reflects 2015 performance that exceeded
budgeted targets (adjusted for one-time items), as well as project
cost and financing plans which were kept in line with what was
presented during Fitch's last review in September 2015, when the
rating was downgraded to 'BB+' from 'BBB-' and incorporated this
sizeable issuance.
CAMPUS TRANSFORMATION PROJECT UNDERWAY: Due to state mandated
seismic requirements, LLUMC is embarking on a massive project with
the construction of 983,000 square feet of new space, which will
include an adult patient tower, children's patient tower, as well
as expanded capacity in the emergency room, operating rooms and
diagnostic imaging. All of the beds will be private and will
include shelled space for 60 beds. The total project cost is
$1.084 billion, and $1.022 billion is remaining to be spent. The
sources of funding include $599 million from the series 2016A
bonds, $165 million from state grant funding, $120 million from
philanthropy, and $138 million from operating cash flow.
BETTER OPERATING PERFORMANCE: LLUMC engaged a consultant and
started to implement a performance improvement plan in the latter
part of 2015 focused on clinical operations, revenue cycle,
non-labor and supplies cost, labor productivity, and clinical
documentation. Initiatives implemented to date are yielding a $90
million annual impact. There is a continued focus on reducing
length of stay and reaching the 50th percentile on CMI adjusted
length of stay as well as improving labor productivity. Adjusted
for one-time items in 2015 ($21 million consulting expense and $26
million of provider fee funds related to the period but not
recorded due to a delay in CMS approval) resulted in $99.6 million
of operating income (6.2% operating margin and 13% operating EBITDA
margin) and this level of performance is expected to be sustained.
HIGH DEBT BURDEN: With this issuance, MADS accounted for a very
high 6.8% of total revenue in 2015 and results in weak pro forma
debt service coverage of 1.6x in 2015 (2x adjusted for one-time
items). Fitch believes there are opportunities with the new
project including improved operational efficiencies and capacity
for additional volume, which should assist in moderating the debt
burden over time as additional revenue and benefits from the new
facility are achieved.
WEAK LIQUIDITY: LLUMC's liquidity has historically been weak, but
improved in 2015 with 112.7 days cash on hand and 53.9% cash to
debt at Dec. 31, 2015. Cash to debt on a pro forma basis is a very
weak 26.5%, but is in line with what was presented during the Sept.
2015 review.
KEY PLAYER IN MARKET: One of LLUMC's main credit strengths is its
position as an academic medical center and its role as a major
provider of tertiary and quaternary services in addition to its
teaching and research mission. Under leadership from a relatively
new team (about two years), the organization is developing various
strategies to secure its market position in a growing service area
and to prepare for population health management. These include
physician alignment initiatives, affiliations with other providers,
and partnerships with payers. LLUMC is in the early stages of
developing a clinically integrated network.
CHALLENGING PAYOR MIX: The system has been challenged by its
unfavorable payor mix and the system is the second-largest provider
of Medi-Cal services in the state. Given the high Medi-Cal burden,
LLUMC's profitability and cash flow have benefited from the state
provider fee program, which started in 2010 (payments retroactive
to April 2009) and is in place through
Dec. 31, 2016. There is a ballot initiative in November 2016 to
make the program permanent and it is management's expectation that
it will pass.
RATING SENSITIVITIES
MANAGEMENT EXECUTION IS CRUCIAL: Management's ability to complete
the project on time and within budget while sustaining the improved
operating performance will be crucial to maintaining the current
rating, as LLUMC has limited financial flexibility. An unfavorable
deviation from plan would likely result in negative rating action.
CREDIT PROFILE
Loma Linda Medical Center and Affiliates is part of Loma Linda
University Health (LLUH), which also includes Loma Linda
University, the Faculty Medical Group and several other related
organizations. A board restructuring in April 2015 resulted in one
unified board with additional physician representation. There are
no consolidated financials available at LLUH.
LLUMC is located in Loma Linda, CA, 60 miles east of Los Angeles,
with a total of 1,076 licensed beds. LLUMC houses the nation's
first hospital-based proton treatment center for cancer. The
hospitals are University Hospital, Children's Hospital, East Campus
Hospital, Surgical Hospital, Behavioral Medicine Center, and
Murrieta Hospital. LLUMC had total revenue of $1.6 billion in
2015. A new CEO has been in a permanent role since August 2014
(prior counsel), and with additional executive management changes,
there is a focus on accountability and performance improvement,
which will need to be sustained given the campus transformation
project.
Campus Transformation Project
University Hospital is required to meet seismic compliance by Jan.
1, 2020 and a campus transformation project has been in the
planning stages for many years. The final project cost and scope
is in line with what was presented during Fitch's review in
Sept. 2015 with a small increase ($36 million) related to the
potential addition of a vertical ground motion isolation system
since a new fault line was discovered under the site. However,
this is new technology and LLUMC may not move forward with this
addition if it is not approved. Regardless, the building can
receive final sign-off by the engineers without this addition.
The campus transformation project includes two new patient towers
(adult and children's) with all private rooms, expanded and
separate emergency rooms (adult and children's), expanded neonatal
intensive care unit and birthing center, 16 new operating rooms
(five additional), enhanced diagnostic imaging services and
cardiovascular labs. The project will result in 983,000 square
feet of new space with a total capacity of 693 licensed beds (320
adult and 377 children's) once the shelled space is built out for
the additional 60 beds. The project cost is $1.084 billion ($1.05
billion at time of last review in Sept. 2015) with $1.022 billion
remaining to be spent. Total construction cost is $771 million and
a guaranteed maximum price contract is secured for $727 million.
Other costs relate to design, equipment, information technology,
and contingency.
The sources of funding are $599 million from the series 2016A
bonds, $165 million from state grants (Proposition 61 and 3
voter-approved ballot initiatives for children's hospital
construction), $120 million from philanthropy and $138 million from
cash flow. This is in line with what was presented during Fitch's
last review and is slightly better with more funds being generated
through bond proceeds and less reliance on funding from operating
cash flow.
The project is expected to start construction in May 2016, be
complete by December 2019 and open by June 2020. This is a tight
timeframe to meet the regulatory deadline related to seismic
requirements; however, Fitch believes LLUMC would have other
options if there were a delay in the construction schedule, such as
requesting an extension in the deadline. Fitch would view
unfavorably any shortfalls in the planned funding sources or
project cost overruns.
Improved Operating Performance
LLUMC's operating performance in 2015 (adjusted for one-time items)
sustained its improved profitability with a 6.2% operating margin
($99.6 million operating income) compared to 4.1% in 2014, and
performance has exceeded budget. One-time items in 2015 included
$21 million of consulting fees and $26 million of provider fee
funds related to 2015 that could not be recorded due to the delay
in CMS approval related to the managed care portion of the program.
Actual 2015 operating margin was 3.3%.
Factors driving improved performance include strong utilization
growth due to Medi-Cal expansion, improved payor mix and
implementation of performance improvement initiatives. Discharges
and emergency room visits have increased 5.8% and 11.3%,
respectively, in 2015 from the prior year. Payor mix continues to
improve with self-pay as a percentage of net revenue declining to
1% in 2015 from 4.5% in 2013. Management implemented several
performance improvement initiatives in the latter part of 2015,
which have an annual impact of $90 million. This has led to
continued strong operating performance through February 2016. There
continues to be additional opportunity and management is focused on
reducing length of stay, cost per adjusted discharge, and improving
clinical documentation and labor productivity. Management budgeted
a bottom line of approximately $100 million in 2016 (includes
transfers to affiliates as an operating expense).
There have been ongoing transfers to affiliates, which are below
the line but management views as an operating expense. These
transfers to affiliates are generally for the support of the School
of Medicine and are projected to be around $26 million-$28 million
a year.
Murrieta has historically been challenged and hampered by high
capital costs. Given the refinancing in 2014, improved volumes, and
other operating improvement initiatives, Murrieta had a bottom line
loss of $7.7 million in 2015 compared to negative $32 million in
2013. Murrieta's performance would be closer to breakeven in 2015
excluding a $7 million prior period Medi-Cal adjustment that
management is currently appealing.
California enacted a hospital provider fee in 2010 to draw down
additional federal funds for Medi-Cal services. Given LLUMC's high
Medi-Cal load, LLUMC has been a major beneficiary of the program,
however, the timing of the approval of the various components of
the program results in variability of when funds are recorded.
LLUMC booked a net benefit of $43 million in 2011, $63 million in
2012, $87 million in 2013, $65 million in 2014, and $61 million in
2015. The current provider fee program is in place through Dec.
31, 2016 and there is a ballot initiative in November 2016 to make
the program permanent.
Weak Liquidity
Total unrestricted cash and investments at Dec. 31, 2015 was $448.6
million, which resulted in 112.7 days cash on hand (DCOH) and 53.9%
cash to debt, which improved from 96.4 days and 44.7% cash to debt
at Dec. 31, 2014 due mainly to the receipt of provider fee
receivables (declined to $40 million at Dec. 31, 2015 from $129
million at Dec. 31, 2014).
Given LLUMC's weak liquidity position, there is minimal cushion for
a deviation in planned funding sources of the project. A lower
than expected amount from philanthropy ($120 million) would be
viewed negatively and to date, $142.3 million has been raised with
$48.9 million received in cash. The availability of the state
grant funding had conditions (meeting certain financial targets),
which have been met, and this funding source will be used first to
fund the children's hospital portion of the project.
Financial Projections Attainable
LLUMC's financial projections for 2016-2023 assume continued
performance improvement initiatives and modest volume growth. The
provider fee is included at $89 million a year and annual operating
EBITDA margin is maintained at 13%-14%, which was LLUMC's
performance in 2015 adjusted for one-time items (13%). There is
capitalized interest through Dec. 2019 and annual debt service
coverage is projected above 3x in the forecast period, while MADS
coverage is around 2.5x.
In addition to the campus transformation project, the projections
include approximately $764 million of other capital spending that
could be flexed according to management.
Solidifying Market Position
LLUMC's market share has increased in its service area, which is
defined as the Inland Empire (San Bernardino and Riverside
counties). It offers quaternary and tertiary services and has the
only level-I trauma center and level-IV neonatal intensive care
unit in the service area. LLUMC's Medicare case mix index is very
high at 2.04. LLUMC's market share has increased to 10.58% in 2014
compared to 10% in 2012 and the next closest competitor,
Kaiser-Fontana, had 6.7% market share. However, Kaiser has several
facilities in the area and Kaiser's combined market share in the
region was 11.8%.
LLUMC has several strategies underway to solidify and expand its
market position in the growing Inland Empire. LLUMC is in the
early stages of developing a clinically integrated network
(University Preferred Health Partners) with other providers
(hospitals and physician groups) in the service area as well as
partnering with payers to better manage the care and cost
especially of the Medi-Cal population. These strategies are still
early in formation and Fitch will monitor the execution of the
various strategies.
Debt Profile
Total outstanding debt after the series 2016A bonds is projected to
be approximately $1.7 billion and will be 100% fixed rate. Debt
includes $1.6 billion of bonds (series 2016 and 2014A&B), $80
million of note payables and capital leases, and $31 million of
non-obligated group guarantees. MADS is approximately $107 million
and debt service is back-loaded with MADS occurring in 2025.
LLUMC's $122.8 million of series 2014B bonds was structured as a
10-year bullet and is due on Dec. 1, 2024. Under the master trust
indenture, this is amortized over 30 years based on the definition
for debt service requirements. An inability to refinance this debt
would be viewed negatively.
LLUMC has a 60 DCOH covenant and annual debt service coverage
covenant of 1.1x.
Disclosure
LLUMC covenants to provide annual audited information to EMMA
within 150 days of fiscal year end and quarterly information within
60 days of quarter end for the first three quarters and within 90
days of the fourth quarter. LLUMC will also be hosting investor
calls twice a year beginning in June 2016.
Fitch has affirmed these outstanding debt at 'BB+':
$12,890,000 California Statewide Communities Development
Authority (Loma Linda University Medical Center) revenue bonds
(taxable) series 2014C
$122,840,000 California Statewide Communities Development
Authority (Loma Linda University Medical Center) revenue bonds
(taxable) series 2014B
$573,295,000 California Statewide Communities Development
Authority (Loma Linda University Medical Center) revenue bonds
series 2014A
LOMA LINDA: S&P Cuts Rev. Debt Rating to BB on Weaker Fin. Profile
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on the California Statewide Communities Development
Authority's $573 million series 2014A, $123 million series 2014B,
and $13 million series 2014C revenue bonds, issued for Loma Linda
University Medical Center (LLUMC). S&P also assigned its 'BB'
long-term rating to the authority's $883 million of series 2016A
fixed-rate bonds, issued for LLUMC. The outlook is stable.
"We believe the 'BB' rating reflects LLUMC's weaker-than-expected
financial profile, light pro forma MADS coverage due partly to
weaker-than-budgeted operating performance in 2015, and a thin
balance sheet due to the large debt issuance for a significantly
sized project," said Standard & Poor's credit analyst Suzie Desai.
Standard & Poor's downgraded LLUMC's debt last year to
non-investment grade due to the pending large capital project and
expected debt issuance that roughly doubles LLUMC's outstanding
debt. While S&P recognizes that LLUMC's operational liquidity has
improved to budgeted levels, S&P still views operational liquidity
as very light relative to the size and scale of the project and
associated debt, with limited room for any unexpected operating or
project challenges. Finally, while S&P believes management has
prudently managed all aspects of the project details and its
relationship with the necessary regulatory agencies thus far, there
is, in S&P's view, limited flexibility for delays or challenges.
The 'BB' rating reflects that risk in light of the thin financial
profile.
More specifically, the 'BB' rating reflects heightened pro forma
debt levels, pro forma coverage of under 2x, and just adequate
operational liquidity (albeit at budgeted levels) because of the
scale and scope of the capital project. In addition, overall cash
flow and performance, which improved toward the end of 2015, were
not at the level S&P expected at the time of its last review. The
credit continues to be supported by a growing and large regional
presence in an expansive geographic service area with recent
affiliations supporting its position as a key tertiary and
quaternary provider in this competitive and fragmented service
area.
The rating is also supported by management's numerous operating
improvements that are beginning to take hold, and as a result we
expect that performance could strengthen to yield pro forma maximum
annual debt service (MADS) coverage of around 2x for a number of
years. Management had expected stronger performance in fiscal 2015
but due to various factors that were both in and out of LLUH's
control, results fell short of budgeted and forecasted
expectations. In S&P's view, management is pursuing sound
strategies that, if executed successfully and consistently, should
bolster cash flow and LLUMC's market position. While S&P views
these efforts favorably, it would want to see more consistent
performance at the higher level before we consider a higher rating.
In addition, while S&P believes that management has mitigated as
many risks as possible around construction (including a guaranteed
maximum price with a large nationally recognized construction
company) and cash flow, this remains a very large project that
needs to be completed by the end of 2019 due to seismic
regulations.
LLUMC includes several entities. A subset of these organizations
make up the LLUMC obligated group. References to LLUMC include
both the obligated and nonobligated group entities unless specified
differently.
LOUISIANA PELLETS: Seeks April 28 Extension to File Schedules
-------------------------------------------------------------
Louisiana Pellets, Inc., and German Pellets Louisiana, LLC, ask the
U.S. Bankruptcy Court for the Western District of Louisiana to
extend the time for filing schedules of assets and liabilities and
statements of financial affairs through April 28, 2016.
The Debtors represent to the Court that the Office of the United
States Trustee has agreed to the requested extension.
C. Davin Boldissar, Esq., at Locke Lord LLP, in New Orleans,
Louisiana -- dboldissar@lockelord.com -- asserts that the Debtors
have a few hundred creditors about whom they must develop pertinent
information, including names, addresses, claim amounts and
applicable security for those claims. He adds that to properly
complete the Schedules and SOFAs, the Debtors must prepare, among
other items, lists of assets, lists of payments made to creditors,
lists of payments made to insiders, and lists of executory
contracts and unexpired leases and the counterparties to those
contracts and leases.
Completing the Schedules and SOFAs for each of the Debtors requires
the collection, review and assembly of a considerable amount of
information held in Louisiana, Texas and Germany, Mr. Boldissar
argues. He contends that notwithstanding the Court's prior grant
of an extension of time, because records from which information
must be obtained are located in a number of places, the Debtors
have been extensively engaged in arranging DIP financing, retaining
a chief restructuring officer and maintaining their workforce and
their industrial facility, and some of the personnel most familiar
with the Debtors' finances also have obligations to the Debtors'
parent and affiliate corporate entities, the Debtors have not been
able to complete the preparation of their Schedules and SOFAs.
About Louisiana Pellets
Louisiana Pellets, Inc and German Pellets Louisiana, LLC are
members of the "German Pellets" family of companies, which is a
family of related companies centered in Wismar, Germany, operating
in the wood pellets industry.
LPI owns a wood pellet production facility located on 334 acres of
land in Urania, Louisiana. The Facility is still under
construction and is not yet fully complete or operational. GPLA is
the general contractor for construction of the Facility. A
contract is in place with E.ON UK PLC (a United Kingdom utility
company) to purchase the wood pellet production from the Facility.
LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead
Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and
delays in the course of construction of their still-to-be-completed
wood pellet production facility. The petitions were signed by
Anna-Kathrin Leibold, president and chief executive officer. The
Hon. John W. Kolwe presides over the case.
Louisiana Pellets, Inc., estimated assets and debts at $100 million
to $500 million. German Pellets estimated assets and debts at $50
million to $100 million.
The Debtors tapped Locke Lord LLP, as counsel.
* * *
According to the docket, the Debtor's Chapter 11 plan and
Disclosure Statement are due June 17, 2016. A status conference
hearing is scheduled for July 6, 2016, at 9:30 a.m.
M/I HOMES: Egan-Jones Cuts Commercial Paper Rating to B From A3
---------------------------------------------------------------
Egan-Jones Ratings Company downgraded the rating on commercial
paper issued by M/I Homes Inc. to B from A3 on March 11, 2016.
M/I Homes, Inc. builds single-family homes that are marketed and
sold under the M/I Homes and Showcase Homes trade names. M/I Homes
has homebuilding operations in Ohio, Indiana, Florida, North
Carolina, Virginia, and Maryland.
MADDOX FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Maddox Foundry & Machine Works, LLC
PO Box 7
Archer, FL 32618
Case No.: 16-40168
Chapter 11 Petition Date: April 7, 2016
Court: United States Bankruptcy Court
Northern District of Florida (Tallahassee)
Judge: Hon. Karen K. Specie
Debtor's Counsel: Allen Turnage, Esq.
LAW OFFICE OF ALLEN TURNAGE, P.A.
P.O. Box 15219
2344 Centerville Road, Suite 101
Tallahassee, FL 32317
Tel: 850-224-3231
Fax: (850)224-2535
Email: service@turnagelaw.com
Total Assets: $2.78 million
Total Liabilities: $3.25 million
The petition was signed by Mary M. Hope, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb16-40168.pdf
MALLINCKRODT GROUP: Bank Debt Trades at 4% Off
----------------------------------------------
Participations in a syndicated loan under which Mallinckrodt Group
Inc is a borrower traded in the secondary market at 96.32
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.24 percentage points from the
previous week. Mallinckrodt Group pays 275 basis points above
LIBOR to borrow under the $1.3 billion facility. The bank loan
matures on Feb. 25, 2021 and carries Moody's Ba1 rating and
Standard & Poor's BB+ rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended April 1.
MASON'S TRANSPORT: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Mason's Transport, Inc.
Mason's Transport, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.W. Va. Case No. 16-50052) on March 4,
2016. The Debtor is represented by Joseph W. Caldwell, Esq., at
Caldwell & Riffee.
MCGAHAN FAMILY: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of McGahan Family Limited Partnership.
McGahan Family Limited Partnership sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on
March 4, 2016. The Debtor is represented by Terry P. Draeger, Esq.,
at Beaty & Draeger, Ltd.
METINVEST BV: Court Grants Petition to Recognize Restructuring
--------------------------------------------------------------
A U.S. bankruptcy court granted the petition to recognize Metinvest
BV's $2 billion debt restructuring in London.
Svitlana Romanova, Metinvest's foreign representative, obtained an
order from the U.S. Bankruptcy Court in Delaware granting her
petition to recognize the company's debt restructuring as a
"foreign nonmain proceeding."
The court order, issued by Judge Laurie Selber Silverstein, bars
certain creditors from taking action against the U.S. subsidiaries
of Metinvest, one of Ukraine's largest steel mining companies.
About Metinvest B.V.
Svitlana Romanova, in her capacity as foreign representative of
Metinvest B.V., filed a Chapter 15 bankruptcy petition in the U.S.
Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case
No. 16-10105) on Jan. 13, 2016, in the United States, seeking
recognition of a scheme of arrangement under part 26 of the English
Companies Act 2006 currently pending before the High Court of
Justice of England and Wales.
The Debtor and its subsidiaries claim to be the largest vertically
integrated mining and steel business in Ukraine.
Joseph M Barry, Esq., at Young Conaway Stargatt & Taylor, LLP,
counsel for the petitioner, said the Metinvest Group has struggled
in recent years in light of the ongoing political turmoil in
Ukraine since the end of 2013, which has negatively impacted
Ukraine's economy and the protracted slump in prices for steel
products, coal, and iron ore throughout much of 2014 and 2015.
The petitioner has engaged Young, Conaway, Stargatt & Taylor and
Allen & Overy LLP as her as counsel.
Judge Laurie Selber Silverstein has been assigned the case.
MGM RESORTS: Prices $1.05 Billion Senior Notes Offering by Unit
---------------------------------------------------------------
MGM Resorts International announced that its indirect wholly-owned
subsidiaries, MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer,
Inc., have priced $1.05 billion in aggregate principal amount of
5.625% senior notes due 2024 in a private placement at par. The
notes have been 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 offering is
expected to close on April 20, 2016, subject to customary closing
conditions.
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.
The notes proposed to be offered will not be registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws. The notes have been offered only
to "qualified institutional buyers" under Rule 144A of the
Securities Act or, outside the United States, to persons other than
"U.S. persons" in compliance with Regulation S under the Securities
Act.
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.
MIDWAY GOLD: Asks Court to Extend Plan Filing Date to June 16
-------------------------------------------------------------
Midway Gold US Inc. and the affiliated debtors ask the U.S.
Bankruptcy Court to further extend the period by which they have
exclusive right to file a plan through and including June 16, 2016,
and the period by which they have exclusive right to solicit
acceptances of that plan through and including August 18, 2016.
The Debtors tell the Court that they have already obtained two
prior extensions of the Exclusivity Periods, however, since the
Court has granted the second extension, they focused on conducting
a transaction process, in consultation with the Official Committee
of Unsecured Creditors and their prepetition lenders, Commonwealth
Bank of Australia and Hale Capital Partners, to identify all
available restructuring alternatives in accordance with the
milestones approved by the Court in the Final Cash Collateral
Order, and moving the sale process forward.
Therefore, the Debtors assert, an additional time is needed to
formulate a plan, and that a further extension of the Exclusivity
Periods is necessary to facilitate the Transaction Process that is
underway that will enable continued discussions and negotiations on
a consensual basis with all key parties and stakeholders while
providing the Debtors with continued control over the plan
confirmation process and related matters.
Midway Gold US Inc. and the affiliated debtors are represented by:
Stephen D. Lerner, Esq.
SQUIRE PATTON BOGGS (US) LLP
221 E. Fourth Street, Suite 2900
Cincinnati, OH 45202
Telephone: (513) 361-1200
Facsimile: (513) 361-1201
Email: Stephen.lerner@squirepb.com
-- and --
Nava Hazan, Esq.
SQUIRE PATTON BOGGS (US) LLP
30 Rockefeller Plaza, 23rd Floor
New York, NY 10112
Telephone: (212) 872-9800
Facsimile: (212) 872-9815
Email: Nava.hazan@squirepb.com
-- and --
Harvey Sender, Esq.
SENDER WASSERMAN WADSWORTH, P.C.
1660 Lincoln Street, Suite 2200
Denver, Colorado 80264
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: dvw@sendwass.com
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear. Gavin/Solmonese LLC serves as its financial advisor.
MIDWAY GOLD: Seeks to Sell Remaining Assets
-------------------------------------------
Midway Gold US Inc. and the affiliated debtors seek authority from
the U.S. Bankruptcy Court to sell their remaining assets and ask
the Court to approve procedures governing the bidding and auction
of the assets.
The Debtors also seek authority to designate one or more stalking
horse purchasers and to offer customary bid protections, including
a break-up fee in an amount of up to 3% of the proposed purchase
price, expense reimbursement of up to a cap of $150,000, and
bidding increments to compensate for the risk and for all the due
diligence and time that goes into executing a full stalking horse
purchase agreement.
According to the Debtors, after the Spring Valley Sale, the
Debtors' remaining material assets collectively comprise of the
following gold mining and exploration projects: one gold producing
property and one near-term gold producing property -- the Pan
Project and the Gold Rock Project; two advanced exploration
properties -- the Golden Eagle Project and the Tonopah Project; and
two highly prospective, early stage exploration projects -- the
Pinyon Project and the RR Claim Group Project.
The Debtors relate that the Remaining Projects are subject to
significant permitting, bonding and other governmental, regulatory
and environmental requirements that need to be addressed through
the sale process in a possible assignment of governmental permits
and other agreements and rights required to operate the near-term
producing projects and to continue exploring the other projects.
The Remaining Projects also include a mix of leased and owned
mining claims, personal property, water rights, mining and other
service contracts, leases and other rights that will need to be
assigned or otherwise transferred as part of the sale process, the
Debtors added.
The Debtors say that they have commenced a comprehensive process to
identify and evaluate all available restructuring and sale
transaction alternatives, which is undertaken with the full support
and consent of their prepetition secured creditors -- Commonwealth
Bank of Australia and Hale Capital Partners -- and the Official
Committee of Unsecured Creditors. The Debtors have determined that
the proposed sale of the Assets to the Successful Bidder(s)
following the conclusion of the sale process will maximize value
and benefit their estates and creditors.
Ledcor CMI Inc. objects to the Preliminary Cure Schedule and the
Debtors' Sale Motion to the extent that the Debtors have not met
the requirements of Section 363(f) of the Bankruptcy Code,
specifically because the Debtors' Cure Schedule have identified the
cure amount owing Ledcor on the Contract as $5,832,976, which is
the amount owing as of Petition Date and does not include accrued
interest, attorneys' fees and costs which Ledcor is also entitled
to. Ledcor also opposes the assumption of its Contract absent
adequate assurance of future performance and to the extent that the
cure amount to which Ledcor is entitled is not paid.
Midway Gold US Inc. and the affiliated debtors are represented by:
Andrew M. Simon, Esq.
Stephen D. Lerner, Esq.
SQUIRE PATTON BOGGS (US) LLP
221 E. Fourth Street, Suite 2900
Cincinnati, OH 45202
Telephone: (513) 361-1200
Facsimile: (513) 361-1201
Email: Andrew.simon@squirepb.com
Stephen.lerner@squirepb.com
-- and --
Nava Hazan, Esq.
SQUIRE PATTON BOGGS (US) LLP
30 Rockefeller Plaza, 23rd Floor
New York, NY 10112
Telephone: (212) 872-9800
Facsimile: (212) 872-9815
Email: Nava.hazan@squirepb.com
-- and --
Harvey Sender, Esq.
SENDER WASSERMAN WADSWORTH, P.C.
1660 Lincoln Street, Suite 2200
Denver, Colorado 80264
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: dvw@sendwass.com
Ledcor CMI Inc. is represented by:
Gerald P. Kennedy, Esq.
Zagros Bassirian, Esq.
PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
525 B Street, Suite 2200
San Diego, CA 92101
Telephone: (619) 238-1900
Facsimile: (619) 235-0398
Email: gerald.kennedy@procopio.com
zag.bassirian@procopio.com
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear. Gavin/Solmonese LLC serves as its financial advisor.
MIDWAY GOLD: Sure Steel Asks Court to Allow MDW Claim as Timely
---------------------------------------------------------------
Sure Steel, Inc., asks the U.S. Bankruptcy Court to allow it to
file a secured claim and consider that claim as a timely-filed
claim, or, in the alternative, deem the claim a proper amendment to
the earlier proofs of claim and relate back to September 18, 2015,
when those claims were filed.
Sure Steel asserts that its failure to file the MDW Proof of Claim
is the result of excusable neglect and is not the result of bad
faith or dilatory tactics. Sure Steel relates that it has
attempted to put everyone on notice when it asserted the Lien Claim
against the Property where Sure Steel identified and believed MDW
Pan, LLC, as a potential owner of the Property when it timely file
its original proofs of claim and Section 546(b) notice in the
Midway Gold US, Inc. and Midway Gold Corp. jointly administered
before the claims bar date.
According to Sure Steel, upon discovery by its counsel of the true
owner of the Property, Sure Steel promptly filed the MDW Pan Proof
of Claim to cure the technical defect in the original proofs of
claim in order to show the true and exact identity of the owner of
the Property subject to the Lien Claim, and thus, Sure Steel is not
attempting to assert a "distinctly new right to payment" since the
Lien Claim is the same as that originally asserted.
Sure Steel further asserts that the amendment will not result in
unfair prejudice to other holders of unsecured claims because MDW
Pan's Co-Debtors, the unsecured creditors are all placed on notice
of everything that Sure Steel timely filed in the jointly
administered cases, including Sure Steel's earlier proofs of claim
and notice of lien.
Furthermore, Sure Steel asserts that the Lien Claim will still be a
valid lien against the Property, even if Sure Steel has not filed
any proof of claim because the Debtor MDW Pan identified Jacobs
Field Services North America, Inc. in its Schedule as the holder of
an undisputed unsecured claim for $4,020,969, and therefore, the
amounts owed to Sure Steel are subsumed within the amounts owed to
Jacobs for Sure Steel is a subcontractor of Jacobs. So that if
Jacobs is paid in full and intends to pay Sure Steel the money it
is owed, the MDW Pan Proof of Claim simply restates sums which will
already be taken care of through payment of the amounts owed to
Jacobs, Sure Steel adds.
The Debtors do not contest Sure Steel's Motion to the extent that
it seeks to deem the Untimely Claims timely-filed; however, the
Debtors object to the extent that the Motion seeks to deem the
Claims allowed and a determination of Sure Steel’s status as a
secured creditor.
Midway Gold US Inc. and the affiliated debtors are represented by:
Andrew M. Simon, Esq.
Stephen D. Lerner, Esq.
SQUIRE PATTON BOGGS (US) LLP
221 E. Fourth Street, Suite 2900
Cincinnati, OH 45202
Telephone: (513) 361-1200
Facsimile: (513) 361-1201
Email: Andrew.simon@squirepb.com
Stephen.lerner@squirepb.com
-- and --
Nava Hazan, Esq.
SQUIRE PATTON BOGGS (US) LLP
30 Rockefeller Plaza, 23rd Floor
New York, NY 10112
Telephone: (212) 872-9800
Facsimile: (212) 872-9815
Email: Nava.hazan@squirepb.com
-- and --
Harvey Sender, Esq.
SENDER WASSERMAN WADSWORTH, P.C.
1660 Lincoln Street, Suite 2200
Denver, Colorado 80264
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: dvw@sendwass.com
Sure Steel, Inc. is represented by:
Duncan E. Barber, Esq.
BIEGING SHAPIRO & BARBER LLP
4582 South Ulster
St. Parkway, Suite 1650
Denver, CO 80237
Telephone: (720) 488-0220
Facsimile: (720) 488-7711
E-mails: dbarber@bsblawyers.com
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors. The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear. Gavin/Solmonese LLC serves as its financial advisor.
MILESTONE SCIENTIFIC: Reports $5.5 Million Net Loss for 2015
------------------------------------------------------------
Milestone Scientific Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss
attributable to the Company of $5.46 million on $9.49 million of
net product sales for the year ended Dec. 31, 2015, compared to a
net loss attributable to the Company of $1.70 million on $10.33
million of net product sales for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Milestone had $12.80 million in total assets,
$3.64 million in total liabilities, all current, and $9.16 million
in total equity.
Milestone Scientific has incurred annual operating losses and
negative cash flows from operating activities since its inception,
except for the year ended Dec. 31, 2013. Milestone Scientific said
it is actively pursuing the generation of positive cash flows from
operating activities through increases in revenues based upon
management's assessment of present contracts, and current
negotiations and reductions in operating expenses.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/uoOeAv
About Milestone Scientific
Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.
MOLYCORP INC: Mineral Debtors Seek Ch. 7 Conversion of Cases
------------------------------------------------------------
Debtors Industrial Minerals, LLC, Molycorp Advanced Water
Technologies, LLC, Molycorp Minerals, LLC, PP IV Mountain Pass II,
Inc., PP IV Mountain Pass Inc., and RCF Speedwagon Inc., filed a
motion asking the U.S. Bankruptcy Court for the District of
Delaware to convert each of their Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code and terminate the services of
Prime Clerk LLC in their Chapter 11 cases.
The Molycorp Mineral Debtors relate that they sold certain assets
of Molycorp Minerals, LLC, pursuant to a credit bid asset purchase
agreement submitted by the Ad Hoc 10% Noteholders. The closing of
the Molycorp Minerals Sale must occur by April 15, 2016, unless
otherwise mutually agreed upon by Molycorp, Inc. and the
purchaser.
According to the the Molycorp Minerals Debtors, they do not believe
that their estates will continue to benefit by remaining in Chapter
11. Accordingly, the Molycorp Minerals Debtors assert that their
chapter 11 cases should be converted to chapter 7 cases, effective
upon the earlier of 12:00 a.m. (pacific time) on (i) April 29, 2016
or (ii) the second business day after the filing of a certification
of the Debtors' counsel that (a) the Closing as the term is defined
in the Credit Bid Asset Purchase Agreement has occurred, (b) the
transfer of the Downstream Transferred Assets has occurred and (c)
the balance of the Molycorp Minerals Intercompany Amount and the
Inventory Proceeds not used to fund the Minerals Wind-down Expense
Reserve have been distributed to the Pari Passu Collateral Agent.
As previously negotiated under the 10% Noteholder Group Settlement,
the Plan provides an initial amount of $2.5 million to fund certain
Mountain Pass costs, including carrying costs and the chapter 7
costs associated with the remaining assets of Molycorp Minerals not
sold pursuant to the Credit Bid APA or otherwise transferred
pursuant to the terms of the Settlement Agreements.
The Molycorp Minerals Debtors ask that, as of the Conversion Time,
they be withdrawn from, and no longer be administered jointly for
procedural purposes with, the cases of the Plan Debtors under the
docket of Molycorp, Inc. Case No. 15-11357 (CSS).
The Molycorp Mineral Debtors are represented by M. Blake Cleary,
Esq., Edmon L. Morton, Esq., Justin H. Rucki, Esq., and Ashley E.
Jacobs, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; Paul D. Leake, Esq., Lisa Laukitis, Esq., and
George R. Howard, Esq., at Jones Day, in New York; and Brad B.
Erens, Esq., and Joseph M. Tiller, Esq., at Jones Day, in Chicago,
Illinois.
About Molycorp, Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
are earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss
of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with
certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners,
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as
claims and noticing agent.
Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.
* * *
Sureties Ironshore Indemnity, Inc., et al., on March 21, 2016,
filed a motion asking the U.S. Bankruptcy Court for the District
of
Delaware to direct the appointment of an examiner in Molycorp
Minerals, LLC, as well as extend the objection deadlines and
adjourn the hearing dates for plan confirmation. The Sureties
contend that in order for the plan confirmation process to proceed
expeditiously with the transparency that is required under the
Bankruptcy Code, the request that the Court direct the appointment
of an examiner under 11 U.S.C. Section 1104(c) for the limited
scope of examining and reporting on the value of the Molycorp
Minerals, LLC ("Molycorp Minerals") Intellectual Property ("IP"),
IP Issues, and proposed Molycorp Silmet AS transaction.
Bankruptcy Judge Christopher Sontchi approved Molycorp's plan to
exit Chapter 11 bankruptcy following a two-day trial that began
March 29, 2016. Under the Plan, unsecured creditors (including
deficiency claims arising from the 10% senior secured notes) would
receive 7.5% of the reorganized company's equity in the event of a
standalone reorganization plan, with lender Oaktree Capital
Management receiving 92.5% of the reorganized equity. If there is
a sale of the entire company under the plan, unsecured creditors
(again, including deficiency claims) would receive 7.5% of the
proceeds of the sale, with Oaktree receiving 92.5%.
NEW WORLD CONDOMINIUM: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of New World Condominium Apartments IV.
New World Condominium Apartments IV sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-12401) on
February 22, 2016. The Debtor is represented by Jay M Gamberg,
Esq., at Gamberg & Abrams.
NEW YORK TIMES: Egan-Jones Hikes Sr. Unsecured Debt Rating From B
-----------------------------------------------------------------
Egan-Jones Rating Company raised the senior unsecured rating on
debt issued by The New York Times Co to B+ from B on March 11,
2016.
The New York Times Company operates media businesses. The Company
publishes daily newspapers and operates Internet websites. The
newspapers and websites distribute news and entertainment.
NEWBURY COMMON: Patriot Bank Loses Bid to Transfer Cases
--------------------------------------------------------
Patriot Bank N.A. has failed to convince the U.S. Bankruptcy Court
in Delaware to transfer the Chapter 11 cases of Newbury Common
Associates LLC and its affiliates to another court.
The Delaware court, which oversees the bankruptcy cases, denied the
bank's request to have them transferred to the U.S. Bankruptcy
Court in Connecticut.
Patriot Bank, a creditor, had argued the Connecticut court is the
proper venue for the cases since the properties owned by the
companies are located in Stanford and that the majority of the
companies are domiciled exclusively in Connecticut.
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: Can Employ Ernst & Young as Auditor
-----------------------------------------------------
U.S. Bankruptcy Judge Barry S. Schermer has authorized Noranda
Aluminum, Inc., to employ Ernst & Young LLP (EY LLP) as their
auditors and tax advisors.
EY LLP has agreed to provide these services to the Debtors during
the Chapter 11 cases:
A. Integrated Audit Services
- Audit and report on the consolidated financial statements of
Noranda Aluminum Holding Corporation for the year ended December
31, 2015.
- Audit and report on the effectiveness of Noranda Aluminum
Holding Corporation's internal control over financial reporting as
of December 31, 2015.
- Review Noranda Aluminum Holding Corporation's unaudited
interim financial information before it files its Form 10-K.
B. Bankruptcy Tax Advisory Services
- Analyze the tax implications of reorganization and/or
restructuring alternatives the Debtors are evaluating, that may
result in a change in the equity, capitalization and/or ownership
of the shares of Client or its assets;
- Analyze the US federal and state income tax consequences of
cancellation of indebtedness income (COD) and the tax impact of the
bankruptcy on future cash taxes.
- Advise the Debtors in developing an understanding of the tax
implications of their bankruptcy restructuring alternatives and
post-bankruptcy operations including, as needed, research and
analysis of Internal Revenue Code sections, Treasury regulations,
state tax statutes and regulations, case law and other relevant US
tax authorities, and assisting and advising in securing rulings
from the Internal Revenue Service or applicable state tax
authorities;
- Provide tax advisory services regarding availability,
limitations on the use, and preservation of tax attributes, such as
net operating losses, credits, and tax basis of assets;
- Provide tax advisory services regarding the validity of tax
claims in order to determine if the tax amount claimed reasonably
represents the correct tax liability pursuant to applicable tax
law;
- Analyze legal and other professional fees incurred during the
bankruptcy period for purposes of determining future deductibility
of such costs for US federal, state and local tax purposes;
- Prepare documentation, as appropriate or necessary, of tax
analyses, opinions, recommendations, conclusions and correspondence
for proposed restructuring alternatives, bankruptcy tax issue or
other tax matters described herein;
- Advise the Debtors in connection with their dealings with tax
authorities, including participation in meetings and telephone
calls with the Debtors, taxing authorities, and other third
parties.
The fees for core audit services will be based on the time that EY
LLP professionals spend performing them, as adjusted annually on
July 1, 2016. The current hourly rates are as follows:
National Executive Director/Principal/Partner $700
Executive Director/Principal/Partner $545
Senior Manager $425
Manager $310
Senior $250
Staff $170
In addition, EY LLP will use personnel from its Global Talent Hub
located in India to perform certain aspects of the Audit Services.
The fee for Global Talent Hub personnel will be $75,000, which
would be billed monthly at $25,000 per month commencing in February
2016.
In addition, certain personnel from Ernst & Young Chartered
Accountants in Jamaica ("EY Jamaica"), which is a separate legal
entity from EY LLP, will perform certain aspects of Audit Services
for Noranda Bauxite Limited and Noranda Jamaica Bauxite Partners.
EY LLP estimates that the fees for EY Jamaica personnel will be
$50,000, to be billed monthly at $25,000 per month commencing in
February 2016.
Fees related to the accounting technical analysis of new or unusual
transactions will be communicated in advance and billed separately
from the fees referred to above at the following hourly rates, as
adjusted annually on July 1:
National Executive Director/Principal/Partner $925
Executive Director/Principal/Partner $900
Senior Manager $775
Manager $575
Senior $425
Staff $300
Jeffrey B. Smith, a partner at Ernst & Young, assures the Court
that the Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORANDA ALUMINUM: Can Employ Paul Weiss as Attorneys
----------------------------------------------------
U.S. Bankruptcy Judge Barry S. Schermer has authorized Noranda
Aluminum, Inc., to employ Paul Weiss Rifkind Wharton & Garrison LLP
as its attorneys, nunc pro tunc to the Petition Date.
The professional services that Paul, Weiss will render to the
Debtors include:
a) providing legal advice with respect to the Debtors' powers
and duties as debtors-in-possession in the continued operation of
their business and management of their properties;
b) attending meetings and negotiating with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of these Chapter 11 Cases, including the legal and
administrative requirements of operating in chapter 11;
c) taking necessary action to protect and preserve the Debtors'
estates, including the prosecution of actions commenced under the
Bankruptcy Code on their behalf, and objections to claims filed
against the estates;
d) preparing and prosecuting on behalf of the Debtors motions,
applications, answers, orders, reports and papers necessary to the
administration of the estates;
e) advising and assisting the Debtors with respect to
restructuring alternatives, including preparing and pursuing
confirmation of a chapter 11 plan, including preparing and seeking
approval of a disclosure statement;
f) appearing in Court and protecting the interests of the
Debtors before the Court; and
g) performing all other legal services for the Debtors which may
be necessary and proper in the Chapter 11 cases.
The current standard hourly rates for Paul, Weiss' attorneys and
paralegals are as follows:
Partners $995 to $1,330
Associates $540 to $900
Legal Assistants $95 to $315
Staff Attorneys $425 to $440
The principal attorneys designated to represent the Debtors, along
with their levels of experience and current standard hourly rates,
are:
Alan W. Kornberg Partner $1,330
Elizabeth R. McColm Partner $1,150
Alexander Woolverton Associate $805
Michael M. Turkel Associate $620
Paul Weiss was tapped by the Debtors and began working on this
matter on or about Sept. 15, 2015. Paul Weiss received a retainer
from the Debtors in the amount of $75,000 on Oct. 2, 2015 and
additional retainers of $500,000 on Dec. 21, 2015, and $500,000 on
Jan. 29, 2016. Including amounts drawn from these retainers, the
Firm received payments made within the 90 days immediately
preceding the Petition Date totaling approximately $3,429,962 in
connection with Paul, Weiss' general representation of the Debtors
prior to the Chapter 11 cases and in connection with the
preparation thereof.
Alan W. Kornberg, Esq., at partner at Paul Weiss, assures the Court
that the Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors.
The firm can be reached at:
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Alan W. Kornberg
Elizabeth R. McColm
Alexander Woolverton
Michael M. Turkel
1285 Avenue of the Americas
New York, New York 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
E-mail: akornberg@paulweiss.com
emccolm@paulweiss.com
awoolverton@paulweiss.com
mturkel@paulweiss.com
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORANDA ALUMINUM: Can Reject Sherwin Bauxite Sales Agreement
------------------------------------------------------------
Judge Barry S. Schermer of the U.S. Bankruptcy Court for the
Eastern District of Missouri, Southeastern Division, issued a
memorandum opinion authorizing Noranda Aluminum, Inc., et al., to a
long-term bauxite sales agreement between Debtor Noranda Bauxite
Ltd. and Sherwin Alumina Co., LLC. The Sherwin Contract is
rejected as of February 8, 2016.
According to Judge Schermer, what makes the otherwise ordinary
Section 365 Rejection Motion extraordinary are the parties, timing
and stakes involved. The parties to the Sherwin Contract are each
Chapter 11 debtors in possession. NBL, which mines and sells
bauxite, filed its petition in the Eastern District of Missouri.
Sherwin, which buys the majority of its bauxite from NBL, filed its
petition in the Southern District of Texas. As one of its first
day motions, Sherwin moved to assume the Sherwin Contract; NBL
moved to reject the Sherwin Contract the first day of its Chapter
11. NBL asserts that it will lose approximately $16.5 million
under the contract in 2016 alone. Sherwin disputes that NBL loses
money on the contract and argues that if rejection is granted, it
may be forced out of business, causing 575 workers to be
unemployed.
Judge Schermer finds that the decision to reject the Sherwin
Contract is one made in the sound exercise of business judgment and
for the benefit of the estate. There is no evidence of bad faith
or abuse of business discretion, the court said.
Judge Schermer held, "This is an exceptional case. Not only are
both parties debtors in Chapter 11 cases,
but both face the real prospect of liquidation (i.e. the Upstream
Business for the Noranda Debtors). However, I decline the
invitation to add a special provision to Bankruptcy Code Section
365 when Congress has elected to do so for other types of contracts
or leases or to impose a heightened standard for rejection where
none is merited. Accordingly, the long term bauxite sales
agreement between Debtor Noranda Bauxite Ltd. and Sherwin Alumina
Co., LLC is rejected as of February 8, 2016. Any claim arising out
of the rejection of that contract shall be filed in accordance with
any order pursuant to Bankruptcy Rule 3003(c) establishing a
deadline by which prepetition unsecured nonpriority claims must be
filed."
A full-text copy of Judge Schermer's Memorandum Opinion is
available at http://bankrupt.com/misc/NORANDA0407.pdf
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead
Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer
is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of
secured indebtedness, consisting of a revolving credit facility
and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
About Sherwin Alumina Company
Sherwin Alumina Company, LLC and Sherwin Pipeline, Inc. filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas
Russell signed the petitions as authorized signatory. Judge David
R Jones has been assigned the case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.
Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite. Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.
The Debtors, on Feb. 5, 2016, the disclosed total assets of
$254,617,187 and total liabilities of $218,177,760.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.
NORANDA ALUMINUM: Employs Carmody MacDonald as Local Counsel
------------------------------------------------------------
U.S. Bankruptcy Judge Barry S. Schermer has authorized Noranda
Aluminum, Inc., et. al., to employ Carmody MacDonald P.C. as local
counsel.
The legal services to be provided by Carmody MacDonald include the
following:
a) advising the Debtors with respect to their rights and
obligations as debtors-in-possession and regarding other matters of
bankruptcy law;
b) assisting in the preparation and filing of any petitions,
motions, applications, schedules, statements of financial affairs,
plans of reorganization, disclosure statements, and other pleadings
and documents that may be required in this case;
c) representing the Debtors at hearings, including with respect
to plans of reorganization, disclosure statements, confirmation and
related hearings, and any adjourned hearings thereof;
d) representing the Debtors in adversary proceedings and other
contested matters;
e) representing the Debtors in connection with
debtor-in-possession financing arrangements; and
f) counseling the Debtors on other matters that may arise in
connection with the Debtors' reorganization proceedings and their
business operations.
Carmody MacDonald will work closely with the Debtors, Paul Weiss,
and the Debtors' other retained professionals to clearly delineate
each professional's respective duties and to prevent unnecessary
duplication of services whenever possible. Either Paul Weiss or
another firm will represent the Debtors in connection with any
matter in which Carmody MacDonald cannot represent the Debtors
because of an actual or potential conflict of interest.
Carmody MacDonald received $100,000 in retainer payments from the
Debtors prior to the commencement of the Chapter 11 cases on
Feb. 8, 2016.
The firm will charge the Debtors at its regular hourly rates, which
currently range:
Partners $295 to $385 per hour
Associates $240 to $265 per hour
Legal assistants $145 to $195 per hour
Christopher J. Lawhorn, a partner at Carmody MacDonald, assures the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORANDA ALUMINUM: June 2 Auction for Downstream Business
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
approved the auction and bidding procedures governing the sale of
Noranda Aluminum, Inc., et al.'s flat rolled products business
owned and operated by Norandal USA, Inc., conducted at the rolling
mills in (a) Huntingdon, Tennessee, (b) Newport, Arkansas, and (c)
Salisbury, North Carolina, together with any assets, facilities,
real property, personal property, plants, equipment, inventory, and
accounts receivable associated therewith.
The Official Committee of Unsecured Creditors said its objection to
the bidding procedures has been resolved. The Committee, however,
maintains and reiterates its reservation of rights set forth in the
Objection, including the Committee's right to object to the Sale,
the Stalking Horse Bidder, the Stalking Horse APA, the relief
requested at the Stalking Horse Hearing, any credit bid and the
Sale Hearing Purchase Agreement, at or prior to any hearing on such
matters.
The Court authorized the Debtors, in their reasonable discretion
and in consultation with the Consultation Parties, to take any and
all actions necessary or appropriate to implement the Bidding
Procedures. The Debtors are also authorized to require Diligence
Parties (other than Credit Parties) to submit written indications
of interest specifying, among other things, the Assets proposed to
be acquired, the amount and type consideration to be offered, and
any other material terms.
The DIP Credit Parties and the Prepetition Credit Parties will have
the right to credit bid all or any portion of the aggregate amount
of their applicable outstanding secured obligations pursuant to
Section 363(k) of the Bankruptcy Code, the DIP Order or other
applicable law, and any such credit bid will be subject to the
requirements under the heading "Auction Qualification Process" in
the Bidding Procedures.
To the extent a Qualified Bid provides for assumption of Noranda
Aluminum Group Retirement Plan, or Noranda USA, Inc. Pension Plan
For Hourly Employees of the Newport Rolling Mill, or Norandal USA,
Inc. Pension Plan for Hourly Paid Employees at the Salisbury, North
Carolina Plant, the Debtors will request that such Bidder provide
forthwith to the Pension Benefit Guaranty Corporation financial
information regarding such Bidder on a confidential basis so the
PBGC can assess whether it has financial ability to assume the
Pension Plans, and the Debtors will forward any such financial
information on a confidential basis to the PBGC within two business
days of receipt.
In accordance with the Bidding Procedures and subject to the rights
of parties to object, the Debtors may at any time before April 29,
2016, enter into a Stalking Horse Agreement, subject to higher or
otherwise better offers at the Auction, with any Stalking Horse
Bidder that submits a Qualified Bid acceptable to the Debtors, in
consultation with the Consultation Parties, to establish a minimum
Qualified Bid at the Auction.
A potential Bidder, who desires to make a Bid on the Subject Assets
must deliver its Bid by no later than 5:00 p.m. (prevailing Eastern
Time) on May 26, 2016.
The Sale Hearing to approve the Sale of the Downstream Business
will be held on June 9, 2016, at 10:00 a.m. (prevailing Central
Time). Objections, if any, to the relief sought in the Sale Order
must be filed on or before May 31, 2016.
The Debtors are authorized to conduct an auction with respect to
the Subject Assets. The Auction will take place on June 2, 2016,
at 10:00 a.m. (prevailing Eastern Time).
The Proposed Counsel to the Committee are:
Kenneth A. Rosen, Esq.
Sharon L. Levine, Esq.
Jeffrey D. Prol, Esq.
LOWENSTEIN SANDLER LLP
Scott Cargill, Esq.
65 Livingston Avenue
Roseland, NJ 07068
Telephone: (973-597-2500
Facsimile: (973) 597-2400
E-mail: krosen@lowenstein.com
jprol@lowenstein.com
slevine@lowenstein.com
- and -
Bruce S. Nathan, Esq.
David M. Banker, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 262-6700
Facsimile: (212) 262-7402
E-mail: bnathan@lowenstein.com
dbanker@lowenstein.com
The Proposed Local Counsel to the Committee are:
Lisa A. Epps, Esq.
SPENCER FANE LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Telephone: (816) 474-8100
Facsimile: (816) 474-3216
E-mail: lepps@spencerfane.com
- and -
Sherry K. Dreisewerd, Esq.
Eric C. Peterson, Esq.
Ryan C. Hardy, Esq.
SPENCER FANE LLP
1 N. Brentwood Boulevard, Suite 1000
St. Louis, MO 63105
Telephone: (314) 863-7733
Facsimile: (314) 862-4656
E-mail: sdreisewerd@spencerfane.com
epeterson@spencerfane.com
rhardy@spencerfane.com
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORANDA ALUMINUM: Sherwin Seeks Coordination of Texas, Mo. Courts
-----------------------------------------------------------------
Sherwin Alumina Company, LLC, filed an emergency motion for
coordination among the U.S. Bankruptcy Courts for the Southern
District of Texas and the Eastern District of Missouri.
Sherwin and Noranda Bauxite Limited, among other parties, are
engaged in mediation before U.S. Bankruptcy Judge Marvin Isgur in
connection with Sherwin's Chapter 11 case.
Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York --
joshua.sussberg@kirkland.com -- says that a commercial arrangement
between Sherwin and NBL is necessary to maintain Sherwin's
viability. He states that Sherwin and NBL have also engaged in
discussions (both inside and outside of mediation) to continue
providing bauxite to Sherwin to avoid its immediate shut down.
More specifically, the parties have discussed an interim solution
that would allow Sherwin to secure two bauxite shipments from NBL
for delivery no later than March 30 (at a to-be-agreed-upon price
for these two shipments only), which would extend Sherwin's runway
and give the parties additional time to participate in mediation
and search for a solution. He notes that the parties have been
unable to reach agreement on the price for these two shipments of
bauxite.
In an effort to avoid the loss of thousands of jobs and give the
mediation a chance at success, Sherwin asks that the Texas
Bankruptcy Court enter an order directing NBL to deliver two
bauxite shipments to Sherwin at a price equal to NBL's variable
cost plus 10%, all as determined by the Texas Bankruptcy Court on
an interim basis. Sherwin agrees that it will immediately pay to
NBL 50% of the price determined by the Texas Bankruptcy Court via
wire transfer, and will pay the remaining balance immediately upon
delivery in Texas.
Sherwin fully recognizes and appreciates the unique status that NBL
has by virtue of its bankruptcy filing and the jurisdiction that
the Missouri Bankruptcy Court has over NBL and its affairs, Mr.
Sussberg asserts. In light of this, Sherwin asks that the Missouri
Bankruptcy Court enter an order scheduling a hearing to review and
approve the purchase price determined by the Texas Bankruptcy
Court. To the extent the Missouri Bankruptcy Court makes a
determination that the purchase price should be adjusted, NBL will
be entitled to an allowed administrative claim against Sherwin for
the differential, which claim will be entitled to administrative
priority in Sherwin's Chapter 11 case.
Sherwin also requests that the Texas Bankruptcy Court and the
Missouri Bankruptcy Court each abate currently scheduled litigation
pending the completion of (or an impasse in) mediation to the
extent an order is entered directing the delivery of the two
bauxite shipments.
At a minimum, the Missouri Bankruptcy Court should adjourn
Sherwin's date for responding to the motion to reject the bauxite
contract as well as the hearing on that motion Mr. Sussberg
contends.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
OHIO VALLEY: Moody's Lowers Rating on $25MM Debt to B2
------------------------------------------------------
Moody's Investors Service downgrades Ohio Valley General Hospital's
rating to B2 from Ba3, affecting approximately $25 million of
outstanding debt. The outlook is negative.
The severity of the downgrade to B2 reflects a confluence of
material developments in the interim period including large
operating losses and negative cash flow, significant recent
liquidity declines, and minimal headroom under covenants resulting
in high debt acceleration risk. Losses and cash decline were driven
by volume declines, a significant increase in labor expense and
higher capital spending. Liquidity levels and the ability to meet
covenants are highly dependent on investment returns, which are
very unpredictable given high exposure to equities. The rating also
reflects the hospital's vulnerability as a small provider in a
competitive broader market and high operating leverage. The
negative outlook represents elevated risks of a covenant breach and
debt acceleration following a stark departure from historic levels
of operating performance, which will trigger further liquidity
declines if operating losses are not reversed.
Rating Outlook
The negative outlook reflects risks of breaching a covenant and
debt acceleration or further liquidity decline if operating losses
continue at the current pace.
Factors that Could Lead to an Upgrade
Material and sustained enterprise growth leading to revenue and
patient volume gains
Sustainable and meaningful increase in operating cash flow
A strong affiliation or merger with a larger system
Factors that Could Lead to a Downgrade
Failure to meet covenants or reduced headroom under covenants
Increased acceleration risk
Failure to reach operating cash flows to levels that support debt
service and capital
Further weakening of liquidity
Legal Security
Payments of principal and interest on the Series 2005 Bonds and
Series 2003 Bonds are secured by the gross revenues of the
Obligated Group together with a lien on, and security interest in,
substantially all property and equipment. The Obligated Group
consists of the Hospital including The Residence at Willow Lane,
The Residence at Willow Heights, Willow Brook, and Pathways. The
Series 2011 Bond is secured by substantially all assets of The
Residence at Willow Lane and The Residence at Willow Heights, first
priority interest shared with existing bondholders of the revenues
of the obligated group, and an assignment of leases and rents of
each The Residence at Willow Lane and The Residence at Willow
Heights.
Use of Proceeds
Not applicable.
Obligor Profile
OVGH is a private, standalone, community hospital in Kennedy
Township, Pennsylvania, serving Pittsburgh's western suburbs. The
system is comprised of an 138-bed acute care hospital, two senior
living facilities, a School of Nursing, a School of Radiography and
various outpatient facilities.
PACIFIC RECYCLING: Seeks to Extend Plan Filing Date to June 30
--------------------------------------------------------------
Pacific Recycling, Inc., asks the U.S. Bankruptcy Court for the
District of Oregon to extend the time and exclusive right to file a
plan of reorganization through June 30, 2016, and to obtain
acceptance of the plan through September 29, 2016.
Laura J. Walker, Esq., at Cable Huston LLP, in Portland, Oregon --
lwalker@cablehuston.com -- asserts that the Debtor needs additional
time to prepare the disclosure statement and to complete its plan.
She contends that the extension of time is necessary to formulate
the structure and terms of its plan of reorganization.
The Official Committee of Unsecured Creditors tells the Court that
it does not object to the request for an extension of time to file
the Plan of Reorganization and Disclosure Statement, but its
position is not known with regard to the request to extend
exclusivity, Ms. Walker says.
About Pacific Recycling
Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition
was signed by Rodney Schultz as president. The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP
represents the Debtor as counsel.
The U.S. Trustee for Region 18 appointed four creditors of Pacific
Recycling Inc. to serve on the official committee of unsecured
creditors. Cassie K. Jones, Esq., and the law firm of Gleaves
Swearingen LLP represent the Committee as its counsel.
PACIFIC SUNWEAR: Adage Capital No Longer Owns Common Shares
-----------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Adage Capital Partners, L.P., Adage Capital Partners
GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson, and
Phillip Gross disclosed that as of April 6, 2016, they ceased to
beneficially own shares of common stock of Pacific Sunwear of
California, Inc. A copy of the regulatory filing is available for
free at http://is.gd/FFb9p3
About Pacific Sunwear
Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women's apparel,
accessories, and footwear. The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006. At present,
the Company has approximately 593 retail locations nationwide under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations. The Company has 2,000 full-time
workers. Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/
On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Delaware. The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have requested
joint administration of the cases under Case No. 16-10882.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
PACIFIC SUNWEAR: Asks Court to Set POC Filing Deadlines
-------------------------------------------------------
Pacific Sunwear of California, Inc., Miraloma Borrower Corporation,
and Pacific Sunwear Stores Corp. asked the Bankruptcy Court to
establish:
(i) 5:00 p.m. (prevailing Eastern Time) on the date that is 35
days after the Bar Date Notice Mailing Date as the deadline
by which each person or entity, other than governmental
units, must file a proof of claim based on claims against
the Debtors that arose prior to the Petition Date; and
(ii) Oct. 7, 2016, at 5:00 p.m. (prevailing Eastern Time) as the
government bar date.
With respect to the claims of any affected counterparty or other
party-in-interest asserting a claim against the Debtors arising
from the rejection of an executory contract or unexpired lease, the
Debtors propose the deadline for filing a Proof of Claim asserting
any claims based on such rejection to be the later of (i) 5:00 p.m.
(prevailing Eastern Time) on the date that is 30 days after the
entry of an order approving the rejection of the executory contract
or unexpired lease, and (ii) the General Bar Date.
The Debtors propose to mail a Bar Date Package on a date that is
on or after the Schedules Filing Date (the "Bar Date Notice Mailing
Date"), that will allow all claim holders whose claims are subject
to the General Bar Date 35 days to prepare and file their Proofs of
Claim. The Debtors anticipate completing and filing their
Schedules within 15 days of the Petition Date.
According to Maris J. Kandestin, Esq., at Young Conaway Stargatt &
Taylor, LLP, counsel to the Debtors, in light of the size,
complexity, and geographic diversity of the Debtors' operations,
potential claims against the Debtors may exist that the Debtors
have been unable to identify on the Schedules. Such unknown
potential claims may include: (i) claims of trade vendors that
failed to submit invoices to the Debtors; (ii) claims of former
employees; (iii) claims of current or former customers; (iv) claims
of persons or entities with unasserted causes of action against the
Debtors; and (v) other claims that, for various other reasons, are
not recorded in the Debtors' books and records, are unknown to the
Debtors, or are in respect of creditors with addresses unknown to
the Debtors. Thus, Ms. Kandestin said, it is in best interests of
the Debtors' estates to give notice to certain parties by
publication of the Bar Dates. The Debtors propose to publish the
Bar Date Notice once in the national edition of USA Today.
The Debtors propose that any holder of a claim who is required, but
fails, to file a Proof of Claim in accordance with the Bar Date
Order on or before the applicable Bar Date will be forever barred,
estopped, and enjoined from asserting such claim against any of
them and will not be permitted to vote to accept or reject any
Chapter 11 plan filed in these Cases, participate in any
distribution in these Cases on account of such claim, or receive
further notices.
About Pacific Sunwear
Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women’s apparel,
accessories, and footwear. The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006. At present,
the Company has approximately 593 retail locations nationwide under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations. The Company has 2,000 full-time
workers. Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/
On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Delaware. The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have requested
joint administration of the cases under Case No. 16-10882.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
PACIFIC SUNWEAR: Hires Prime Clerk as Claims and Noticing Agent
---------------------------------------------------------------
Pacific Sunwear of California, Inc., Miraloma Borrower Corporation,
and Pacific Sunwear Stores Corp filed an application with the
Bankruptcy Court appointing Prime Clerk LLC as their claims and
noticing agent, effective nunc pro tunc to the Petition Date.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
2,000 entities to be noticed in these Cases. The Debtors said that
by appointing Prime Clerk as the Claims and Noticing Agent in these
Cases, the distribution of notices and the processing of claims
will be expedited, and the Office of the Clerk of the Bankruptcy
Court will be relieved of the administrative burden of processing
what may be an overwhelming number of claims.
Prime Clerk's claims and noticing rates are:
Title Hourly Rate
----- -----------
Analyst $25-$45
Technology Consultant $35-$70
Consultant/Senior Consultant $60-$155
Director $175
Solicitation Consultant $190
Director of Solicitation $195
In addition, the Debtors agreed to pay for reasonable out of pocket
expenses incurred by Prime Clerk in connection with the services.
The Debtors requested that the undisputed fees and expenses
incurred by Prime Clerk in the performance of the services be
treated as administrative expenses of their Chapter 11 estates and
be paid in the ordinary course of business without further
application to or order of the Court.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000. Prime Clerk seeks to first
apply the retainer to all prepetition invoices, and thereafter, to
have the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Engagement Agreement
during these Cases as security for the payment of fees and expenses
incurred under the Engagement Agreement.
The Debtors have agreed to indemnify, defend, and hold harmless
Prime Clerk and its members, officers, employees, representatives,
and agents under certain circumstances specified in the Engagement
Agreement, except in circumstances resulting solely from Prime
Clerk's gross negligence or willful misconduct or as otherwise
provided in the Engagement Agreement or the Retention Order.
Prime Clerk represents it is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code with respect
to the matters upon which it is engaged.
About Pacific Sunwear
Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women’s apparel,
accessories, and footwear. The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006. At present,
the Company has approximately 593 retail locations nationwide under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations. The Company has 2,000 full-time
workers. Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/
On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Delaware. The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have requested
joint administration of the cases under Case No. 16-10882.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
PACIFIC SUNWEAR: Meeting to Form Creditors' Panel Set for April 19
------------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on April 19, 2015, at 10:30 a.m. in the
bankruptcy case of Pacific Sunwear of California, Inc.
The meeting will be held at:
The Double Tree Hotel
700 King Street
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it represents.
PALMAZ SCIENTIFIC: Gets Interim Approval to Hire Gerbsman
---------------------------------------------------------
Palmaz Scientific Inc. received interim court approval to hire
Gerbsman Partners as its investment banker.
The interim order, issued by Judge Craig Gargotta of the U.S.
Bankruptcy Court for the Western District of Texas, allowed the
company to employ the firm nunc pro tunc to March 4, 2016.
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.
PANDA TEMPLE: S&P Puts Project Finance's 'B' Rating on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' project finance
rating on Panda Temple Power LLC on CreditWatch with negative
implications. The recovery rating on this debt remains '2',
indicating expectations for substantial (70% to 90%; upper end of
the range) recovery if a default occurs.
"The CreditWatch placement reflects the ongoing challenges for
merchant generators in the ERCOT market; this has been the main
driver behind the project's inability to meet its covenants," said
Standard & Poor's credit analyst Michael Ferguson. While this
plant has performed well operationally, it has not been able to
command power prices that are in line with S&P's expectations. As
a result, its DSCRs have fallen well below 1.0x. S&P believes that
these weak conditions will persist during the next two years as a
result of revised expectations about load growth and renewable
growth. ERCOT has seen renewable penetration far exceed
expectations during the past two years, and S&P expects that there
will be no slowdown in production, especially with the extension of
key wind and solar tax credits.
The CreditWatch placement reflects ongoing weakness in the ERCOT
power market, which has led to DSCRs below 1.0x. Based on this,
liquidity has weakened, and S&P expects that, upon more thorough
review, its assessment of the downside case could diminish below
the current level. Additionally, while the lenders have granted a
waiver of DSCR covenants through the third quarter of 2016, S&P
notes that without a marked improvement in the power market, this
could continue to be an issue beyond that time frame. The rating
could fall into the 'CCC' category if S&P believes that the current
liquidity issues, taken with weak financial performance, could lead
the project to default in less than two years.
PATELKA DENTAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patelka Dental, LLC
8332 Bustleton Street, Unit B
Philadelphia, PA 19152
Case No.: 16-12502
Nature of Business: Health Care
Chapter 11 Petition Date: April 7, 2016
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Magdeline D. Coleman
Debtor's Counsel: Robert Captain Leite-Young, Esq.
ROACH, LEITE & MANYIN, LLC
6950 Castor Avenue
Philadelphia, PA 19149
Tel: 2673435818
Fax: 2673435821
E-mail: rleite@rlmfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Svetlana Kutovoy, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/paeb16-12502.pdf
PHOTOMEDEX INC: Incurs $34.6 Million Net Loss in 2015
-----------------------------------------------------
Photomedex, Inc. filed with the Securities and Exchange Commission
its annual report on Form 10-K reporting a net loss of $34.6
million on $75.9 million of revenues for the year ended Dec. 31,
2015, compared to a net loss of $121 million on $133 million of
revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, PhotoMedex had $34.4 million in total assets,
$21.7 million in total liabilities and $12.69 million in total
stockholders' equity.
At Dec. 31, 2015, the Company's current ratio was 1.31 compared to
1.24 at Dec. 31, 2014. As of Dec. 31, 2015, the Company had $6.46
million of working capital compared to $25.6 million as of Dec. 31,
2014. Cash and cash equivalents were $3.30 million as of Dec. 31,
2015, as compared to $10.3 million as of Dec. 31, 2014.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/HR6LJ4
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
PhotoMedex and its subsidiaries has entered into a second
amended and restated forbearance agreement with the lenders that
are parties to the credit agreement dated May 12, 2014, and with JP
Morgan Chase, as administrative agent for the Lenders pursuant to
which the Lender have agreed to forbear from exercising their
rights and remedies with respect to certain events of default from
Aug. 25, 2014, until April 1, 2016, or earlier if an event of
default occurs, according to a document filed with the Securities
and Exchange Commission in March 2015.
PICO HOLDINGS: Activist Bloggers Criticize Hart Compensation
------------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings,
Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified
holding company reporting recurring losses since 2008. PICO owns
57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a
securities portfolio and various interests in small businesses.
PICO has $664 million in assets and $434 million in shareholder
equity. Central Square Management LLC and River Road Asset
Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.
Activist bloggers issue a second scathing criticism of the
Compensation Plan recently awarded to Mr. Hart; this time they
focus on the Bonus Plan in particular. In a post entitled, "John
'The Juicer' Hart Compensation Plan Betrays PICO Shareholders --
Part II," the bloggers lay blame squarely on the PICO Compensation
Committee, comprised of Chairman Carlos Campbell, Michael Machado
and Eric Speron.
The bloggers explain, "The benefits of the Bonus Plan will inure to
Mr. Hart, PICO CFO Maxim Webb and PICO Chief Accountant John Perri,
whom collectively we call "The Three Profiteers." Proceeds from the
Bonus Plan will be divided 75% to Mr. Hart, 15% to Mr. Webb and 10%
to Mr. Perri. The Bonus Plan is extant until December 31, 2020."
The Bonus Plan rewards the named individuals to the extent that
assets are sold for more than accounting carrying value. The
bloggers disparage this aspect of the Bonus Plan, noting that many
of PICO's assets have already been written down. "We don't know if
Mr. Hart plays golf, but if he does, we assume he is a big fan of
the mulligan. Calculation of the Bonus Pool is essentially an asset
purchase mulligan, with the cost borne by PICO shareholders and the
benefits inured to the Three Profiteers."
The bloggers also despair that the Three Profiteers will be
substantially rewarded by the passage of time, via inflation. Many
of PICO's assets have been on the books for several years, and so
any premium above carrying value does not represent managerial
skill, but the inevitable forces of inflation. "Has the
Compensation Committee ever heard of adjusting for the time value
of money?"
The bloggers note that when compared with the S&P 500, PICO's
capital allocation looks even worse. The bloggers point to the
stock price chart in the PICO 10-K, which "indicates that a dollar
invested in the S&P 500 five years ago is worth $1.60 today.
Contrarily, the same dollar invested in PICO 5 years ago is worth
$0.30 cents. The variance is $1.30 ($1.60 - $.30 = $1.30)."
Shareholders are discouraged that Messrs. Campbell, Machado and
Speron did not include a high water mark. Mr. Hart's canola
crushing venture, Northstar Hallock, lost over $85 million of
shareholder capital, yet in the Bonus Plan calculations, such
losses are ignored. The bloggers wonder out loud, "How can Messrs.
Campbell, Machado and Speron award exorbitant bonuses to three
executive failures whom have destroyed far more shareholder capital
than they have created?"
The post concludes, "Messrs. Hart, Webb and Perri are executive
failures. PICO stock price conclusively attests to that. Messrs.
Campbell, Machado and Speron are Compensation Committee failures.
The Bonus Plan attests to that.
It is unfortunate for PICO shareholders that we have so much
executive and director failure in one place. Given the stock has
gone from $40 to $9 in 5 years, we should expect nothing less."
POST HOLDINGS: Egan-Jones Hikes Sr. Unsecured Rating to B From B-
-----------------------------------------------------------------
Egan-Jones Ratings Company raised the senior unsecured rating of
debt issued by Post Holdings Inc. to B from B- on March 3, 2016.
Post Holdings, Inc. is an American consumer packaged goods holding
company that operates in the center-of-the-store, refrigerated,
active nutrition and private label food categories.
PREMIER GOLF: Court to Hold Status Conference April 27
------------------------------------------------------
The court overseeing Premier Golf Properties LP's Chapter 11 case
will consider setting a new deadline for filing the so-called
disclosure statement at a status conference to be held later this
month.
The U.S. Bankruptcy Court for the Southern District of California
will hold the status conference on April 27 at 3:00 p.m.
The court had previously ordered the company to file an outline of
its bankruptcy plan before April 1. On March 24, Premier Golf
sought to extend the deadline to May 10 due to the likelihood of
the company's guarantor filing a bankruptcy case that could affect
the content of its plan.
Cottonwood Cajon ES, LLC, a secured creditor, had opposed the
extension, saying it was a delay tactic employed by a company that
couldn't find a source of funding for a bankruptcy plan that can
satisfy its claim in full.
Cottonwood Cajon asserts a $16.4 million secured claim against the
company, court filings show.
Premier Golf filed a disclosure statement for its Chapter 11 plan
of reorganization on Oct. 9 last year, which proposed to get
outside funding through a development partner to pay its creditors
and enable the company to develop its real property.
The restructuring plan proposed to cure all of Premier Golf's
defaults under a prior settlement agreement with Far East National
Bank and pay Cottonwood Cajon's claim in the amount required by
that agreement.
On Dec. 3, the bankruptcy court denied approval of the disclosure
statement and granted Premier Golf leave to file a revised
disclosure statement, according to court filings.
The bankruptcy court will also take up at the April 27 status
conference the motion of Premier Golf to reconsider its order,
issued on Feb. 19, that overruled the company's objection to
Cottonwood Cajon's secured claim.
About Premier Golf Properties
Premier Golf Properties, LP, conducts business under the name
"Cottonwood Golf Club." The golf course and related operations are
located at 3121 Willow Glen Drive in the East County area of San
Diego known as Rancho San Diego, in the southern-most part of El
Cajon. The golf course was built and commenced operations in 1962.
The property consists of a total of 283 acres, through which the
Sweetwater River meanders from east to west, and it is
approximately two miles in length.
Premier Golf Properties first sought Chapter 11 protection (Bankr.
S.D. Cal. Case No. 11-07388) on May 2, 2011. The Debtor and Far
East National Bank, in December 2013 reached a settlement pursuant
to which FENB agreed to reduce its claim to $8.5 million and extend
the final balance payoff of $8.5 million to March 2016. In April
2014, the case was dismissed pursuant to a joint motion of the
Debtor and FENB.
Premier Golf Properties again filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Cal. Case No. 15-01068) on Feb. 24, 2015. The
new petition was signed by Daryl Idler, the secretary of Premier
Golf Property Management Inc, general partner.
Premier Golf Properties LP disclosed $44,363,923 in assets and
$19,228,427 in liabilities as of the Chapter 11 filing. The
secured creditor is Cottonwood Cajon ES, LLC, which purchased the
note issued to FENB.
Jack Fitzmaurice, Esq., at Fitzmaurice & Demergian, serves as
counsel in the new Chapter 11 case.
PRESSURE BIOSCIENCES: Closes $6.32 Million of Equity Financing
--------------------------------------------------------------
In connection with the seventh and final closing of a private
placement equity financing pursuant to the Subscription Agreements,
dated as of March 10, 2016, March 17, 2016, March 24, 2016 and
March 31, 2016 by and among Pressure BioSciences Inc. and various
individuals, including all five members of the Company's Board of
Directors, the Company sold, on March 31, 2016, and issued to the
Purchasers Senior Secured Convertible Debentures and warrants to
purchase shares of common stock equal to 50% of the number of
shares issuable pursuant to the subscription amount for an
aggregate purchase price of $769,667 for the Final Closing,
bringing the total raised in the Offering to $6,329,667. For the
Final Closing, the Company netted $719,049 in cash after taking
into account fees related to the offering. Of this amount, an
aggregate of $164,667 was invested by the five members of the
Company's Board of Directors. For the private placement offering,
the Company netted $5,101,049 in cash in the aggregate.
The private placement equity financing and certain adjustments and
amendments to the terms of the private placement equity financing
were previously disclosed by the Company on its Current Reports on
Forms 8-K filed by the Company on July 28, 2015, Jan. 15, 2016, and
March 7, 2016.
A full-text copy of the Form 8-K report is available at:
http://is.gd/TCKp4D
About Pressure Biosciences
Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.
Pressure Biosciences reported a net loss applicable to common
shareholders of $6.25 million on $1.37 million of revenue for the
year ended Dec. 31, 2014, compared to a net loss applicable to
common shareholders of $5.24 million on $1.5 million of total
revenue for the year ended Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $2.21 million in total
assets, $6.70 million in total liabilities and a total
stockholders' deficit of $4.49 million.
Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, noting that the Company has had recurring net
losses and continues to experience negative cash flows from
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern, the auditors
said.
PUERTO RICO: Rescue Bill Nears Completion in House Committee
------------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that legislative staff members in Washington were said to
be close on April 8 to completing a revised bill that would give
Puerto Rico extraordinary powers to wipe out debt under close
federal supervision.
According to the report, aides at the House Natural Resources
Committee, working through the spring recess, were still grappling
with sensitive constitutional issues raised by the rescue package,
even after lawmakers in San Juan took matters into their own hands
on April 6 suddenly authorizing a unilateral debt moratorium for
the island.
The Puerto Rican lawmakers told the DealBook they were forced to
act because Congress was taking too long. Their island's
Government Development Bank has a debt payment of about $422
million due May 1, and only $562 million in available cash; the law
they enacted would let the bank delay the payment lawfully -- at
least as far as Puerto Rico is concerned, the report related.
Puerto Rico owes even bigger debt payments, totaling about $2
billion, on July 1, the report noted.
QEP RESOURCES: Fitch Assigns 'BB' IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings has assigned a Long-term Issuer Default Rating of
'BB' to QEP Resources, Inc. (NYSE:QEP).
The Rating Outlook is Stable.
Approximately $2.2 billion in debt is affected by the rating
action.
QEP's ratings reflect the company's strong upstream metrics,
adequate liquidity, and limited near term maturities, while
concerns include the company's relatively small production base and
a potential loss of operational momentum associated with capex
reductions. QEP has taken several steps to manage leverage and
liquidity. The company has reduced its capital budget from $1.2
billion in 2015, which included approximately $100 million of
acquisition capital, to guidance of $450 - $500 million in 2016, as
well as raising equity with gross proceeds of $379.5 million in
2016. QEP's upstream metrics are consistent with higher rated
North American E&P peers but the rating is currently constrained by
the company's limited size and scale.
The company reported production of 149 mboe/d for year-end 2015
spread across five core operating areas within the U.S. The
largest production percentage growth came in the company's Permian
and Williston basins, which accounted for 8% and 34% of 2015
production, respectively. The Haynesville and Midcontinent basins,
representing 13% and 1% of production respectively, reported year
over year declines. Capex for 2016 is estimated by Fitch to be at
the low end of guidance of $450 million, funding plans to operate
three rigs with one each in the Williston, Permian, and Pinedale.
The company's total production growth has remained relatively flat
since 2012 (CAGR 0.8%), but the company has high graded its profile
by transitioning to liquids (oil and NGLs) over the same time frame
through acquisitions and subsequent development activity. At
year-end 2015, liquids comprised 45% of production, versus 22% in
2012.
KEY RATING DRIVERS
STRONG UPSTREAM METRICS
QEP has historically had strong operational metrics. The
Fitch-calculated debt/ flowing barrel has continued to improve over
the last four years dropping from a high of $22,023 in 2012 to
$14,868 in 2015 as the company has reduced debt that was used to
fund previous acquisitions. Fitch's base case forecasts debt/
flowing barrel to be about $14,000 in 2016. Proved reserves were
603 mmboe in 2015 resulting in a proved reserve life of 11 years.
The three-year average organic reserve replacement ratio was 83% in
2015, down from 114% in 2014. The company reported negative
revisions of 180 mmboe, of which 126 mmboe was due to lower pricing
in 2015. A majority of revisions were PUDs. QEP reported strong
operating reserve additions of 185 mmboe in 2015 mostly in the
Williston, Unita and Permian basins. Debt/1P and Debt/PD increased
slightly in 2015 to $3.68/boe and $6.31/boe respectively due to a
decline in proved reserves as revisions largely offset extensions
and discoveries.
QEP has continued to increase oil production and in 2015, 36% of
equivalent production was oil, up significantly from 8% in 2011.
The company's acquisition of additional Williston acreage in 2012
and entry into the Permian basin in 2014 has helped drive the
liquids transition.
ADEQUATE LIQUIDITY
At year-end 2015, QEP had $376 million in cash and an undrawn
$1.8 billion credit facility that matures in December 2019. The
credit facility is unsecured and is not subject to semi-annual
borrowing base redeterminations. Currently, the financial
covenants, as defined in the credit facility agreement, require QEP
to maintain a 60% net debt to capitalization ratio (36% at year-end
2015), net debt to LTM EBITDA of not more than 4.25x through 2017
and 3.75x thereafter, and a PV-9 net debt coverage test of 1.25x
through 2017 and 1.50x thereafter. The debt to cap ratio does not
have a carve-out for non-cash impairments but Fitch believes this
will not be a concern. QEP may not have full availability of the
$1.8 billion revolver at year end 2016 because of the 4.25x net
debt covenant but liquidity is expected to be adequate. Fitch
projects that the company will be slightly FCF positive for 2016
and will end the year with a cash balance of around $600 million.
On Feb. 29, 2016, the company raised approximately $330 million
through an upsized stock offering and on Mar. 8, 2016, the
underwriters exercised their option to purchase additional shares,
increasing the total gross proceeds received by the company in
connection with the offering to $379.5 million. The proceeds will
be used to create additional bridge liquidity as well as prefund
the upcoming $176.8 million maturity in September of 2016.
LIMITED NEAR TERM MATURITIES
QEP's maturity wall is manageable. $176.8 million is due in
September 2016, $134.0 million in 2018 and $136.0 million in 2020,
providing the company the opportunity to de-lever as the debt
matures. The company ended 2015 with $2.2 billion in debt,
unchanged from 2014 year-end. QEP plans to use part of the equity
proceeds to prefund the 2016 maturity. Given the company's
adequate liquidity and intent to spend within cash flow, there will
likely be limited need to access the capital markets.
FLAT PRODUCTION PROFILE
Since 2012, production has consistently remained between 141 mboe/d
and 149 mboe/d. Fitch forecasts production declines of around 2%
in 2016 and 4% in 2017 and relatively flat production afterwards.
While the company has acquired several properties in the Williston
and Permian basins, their asset base is still relatively small
compared to E&P peers. QEP plans to operate around three rigs for
the remainder of 2016 with one each in the Williston, Permian, and
Pinedale. The current drilling plan is reduced significantly from
a high of 21 operated rigs during 2014, which should help the
company to maintain cash flow neutrality but will also slow
operational momentum.
SOLID 2016 HEDGE POSITION
At Dec. 31, 2015, assuming forecasted 2016 annual production of
approximately 146 mboe/d, QEP had approximately 51% of its
production covered with fixed-price swaps, including 73% of its gas
production at $2.65 and 33% of its oil production at $55.84. The
company entered into additional oil and gas derivative contracts in
early 2016 with a focus on 2017 gas hedges.
Currently, approximately 52% of 2017 gas production is hedged at
$2.70 and 15% of 2017 oil production is hedged at $54.39. Typically
QEP enters into commodity derivative contracts for approximately
50% to 75% of its forecasted annual production by the end of the
first quarter of each fiscal year. At Fitch's base case price deck
of $35 oil in 2016 and $45 in 2017, Fitch forecasts that the
company's hedges will provide uplift of approximately $206 million
and $42 million in 2016 and 2017 respectively.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for QEP include:
-- WTI oil price that trends up from $35/bbl in 2016, $45/bbl
in 2017, $55/bbl in 2018 to $65/bbl long term;
-- Henry Hub gas price that trends up from $2.25/mcf in 2016,
$2.50/mcf in 2017, $2.75/mcf in 2018 to $3.25/mcf long term;
-- Production of approximately 146 mboe/d in 2016, followed by
a modest decline in 2017;
-- Capex in 2016 at the low end of guidance of $450 million,
followed by increasing capex driven by supportive pricing
signals.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to positive rating action include:
For an upgrade to 'BB+':
-- Increased production size and scale in key production
basins;
-- Mid-cycle debt/EBITDA at or below 3.0x - 3.25x;
-- Debt/flowing barrel under $15,000 and or debt/1P below
$5.00/boe on a sustained basis;
Fitch does not anticipate a positive rating action in the near term
given the current weak pricing environment.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
For a downgrade to 'BB-':
-- Mid-cycle debt/EBITDA at or above 4.0x - 4.25x
-- Mid-cycle debt/flowing barrel above $20,000 and or debt/1P
above $7.00/boe;
-- Leveraging acquisitions and/or shareholder-friendly actions.
FULL LIST OF RATING ACTIONS
Fitch has assigned these ratings:
QEP Resources, Inc.
-- Long-term IDR at 'BB';
-- Senior unsecured bank facility at 'BB'/RR4;
-- Senior unsecured notes at 'BB'/RR4.
The Rating Outlook is Stable.
QUANTUM CORP: Appoints Clifford Press to Board of Directors
-----------------------------------------------------------
Pursuant to a settlement agreement between Starboard Value LP and
its affiliates and Quantum Corporation, dated July 28, 2014,
Starboard exercised its replacement rights by recommending that
Clifford Press be appointed to the Issuer's Board of Directors to
fill the vacancy created by the resignation of Philip Black, who
was previously appointed to the Board pursuant to the Settlement
Agreement. On April 5, 2016, Quantum announced Mr. Press'
appointment to the Board, effective April 1, 2016.
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Starboard Value LP, et al., disclosed that as of
April 5, 2016, they beneficially own 40,553,694 shares of common
stock of Quantum Corporation representing 14.2 percent of the
shares outstanding.
A copy of the regulatory filing is available at no charge at:
http://is.gd/VSaNzM
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
Quantum reported net income of $16.7 million on $553 million of
total revenue for the year ended March 31, 2015, compared to a net
loss of $21.5 million on $553 million of total revenue for the year
ended March 31, 2014.
As of Dec. 31, 2015, the Company had $278 million in total assets,
$355 million in total liabilities and a $76.9 million total
stockholders' deficit.
QUEEN ELIZABETH: Gets Court Approval for $16.3-Mil. Exit Loan
-------------------------------------------------------------
Queen Elizabeth Realty Corp. received court approval to increase
the amount of its exit loan to $16.25 million.
The order, issued by U.S. Bankruptcy Judge Stuart Bernstein,
allowed the company to borrow $16.25 million, up from $15.5 million
initially approved by the judge on January 26.
The company will get the loan from 68 Elizabeth Street 1 LLC, court
filings show.
The company had said the requested increase will not modify the
terms of its Chapter 11 plan of reorganization, which was approved
earlier this year.
Dean Fong, the receiver of the property of Phillip Wu, had earlier
expressed concern that any changes to the financing sought by the
company would affect the terms of the restructuring plan.
Separately, Judge Bernstein approved an agreement, which provided
for the payment of $306,000 fee to Shanghai Commercial Bank in
exchange for the assignment of certain loan documents to a
third-party on the effective date of the restructuring plan.
The bank is a mortgagee of the company with respect to the real
property located at 66/82 Elizabeth Street, Commercial Unit, New
York.
About Queen Elizabeth Realty Corp.
Queen Elizabeth Realty Corp. was formed in 1994 and owns a
commercial condominium unit consisting of the ground and basement
floors of the Royal Elizabeth Condominium located at 157 Hester
Street a/k/a 68-82 Elizabeth Street, New York, New York.
Queen Elizabeth filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013. Judge Stuart M.
Bernstein presides over the case.
The petition was signed by Jeffrey Wu, president of QERC and owner
of 1/3 of the Debtor's shares. Jeffrey Wu and Lewis Wu (brothers
of Phillip Wu, brothers-in-law of Margaret Wu), and Phillip Wu,
each own 1/3 of the shares of the Debtor.
The Debtor disclosed $20 million of total assets and $12 million of
total liabilities in its Schedules.
Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as the Debtor's counsel.
On Aug. 8, 2013, Margaret Wu filed a motion to dismiss the case.
On Sept. 18, 2013, receiver Dean K. Fong, Esq., filed a motion to
dismiss the case or in the alternative, excuse the receiver from
turnover requirements. The Court denied the motions to dismiss
from the bench at a hearing on Oct. 31, 2013.
The Debtor has commenced an adversary proceeding, Adv. Pro. No.
13-01386, against the receiver and Margaret Wu, seeking, among
other things, declaratory judgment clarifying the ownership
interests of the Debtor, and turnover of the property from the
receiver.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
RED LIZARD: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Red Lizard Investment Pool 1 LLC
8020 W Sahara St. 250
Las Vegas, NV 89117
Case No.: 16-11886
Chapter 11 Petition Date: April 7, 2016
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. August B. Landis
Debtor's Counsel: Seth D Ballstaedt, Esq.
THE BALLSTAEDT LAW FIRM
9555 S. Eastern Ave, Ste #210
Las Vegas, NV 89123
Tel: (702) 715-0000
Fax: (702) 666-8215
E-mail: seth@ballstaedtlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Colby J. Wheeler, managing member.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb16-11886.pdf
REEVES DEVELOPMENT: Granted Additional Time to Amend Plan, Outline
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
granted Reeves Development Company, LLC, an additional two weeks to
file amendments to its Third Amended Disclosure Statement and Third
Amended Plan of Reorganization.
The Debtor filed the Third Amended Disclosure Statement and Third
Amended Plan of Reorganization on January 21, 2016.
The hearing on the approval of the Disclosure Statement has been
continued several times by consent of the parties.
About Reeves Development
Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.Case
No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012. The
closely held developer was founded in 1998 by Charles Reeves Jr.,
its sole owner. Reeves Development has about 80 employees and
generates about $40 million in annual revenue, according to its Web
site.
Bankruptcy Judge Robert Summerhays oversees the case. Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton
Rogue, Louisiana, represents the Debtor as counsel.
Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.
Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.
RELIABLE RACING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Reliable Racing Supply, Inc.
dba Inside Edge Ski & Bike
543 Upper Glen Street
Queensbury, NY 12804
Case No.: 16-10619
Nature of Business: Sells products and equipment it develops and
assembles to end users, consumers and
businesses, wholesalers and through retail
operations primarily in the outdoor sports
market
Chapter 11 Petition Date: April 7, 2016
Court: United States Bankruptcy Court
Northern District of New York (Albany)
Debtor's Counsel: Meghan M. Breen, Esq.
LEMERY GREISLER LLC
50 Beaver Street
Albany, NY 12207
Tel: (518) 433-8800
Email: mbreen@lemerygreisler.com
- and -
Paul A. Levine, Esq.
LEMERY GREISLER LLC
50 Beaver Street
Albany, NY 12207
Tel: (518) 433-8800
E-mail: plevine@lemerygreisler.com
Total Assets: $2.98 million as of February 29, 2016
Total Debts: $2.55 million as of February 29, 2016
The petition was signed by John Jacobs, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb16-10619.pdf
REPUBLIC AIRWAYS: Needs Until May 26 to File Scheedules
-------------------------------------------------------
Republic Airways Holdings Inc., and certain of its wholly-owned
subsidiaries ask the U.S. Bankruptcy Court to further extend their
deadline to file schedules of assets and liabilities and statements
of financial affairs by an additional 45 days, through May 26,
2016.
Despite the 30-day extension or April 11, 2016 deadline granted by
the Court, the Debtors assert that they need additional time to
prepare and file their Schedules because of the vast amount of
information that they must assemble and compile and the number of
employee and professional hours required to complete the Schedules.
According to the Debtors, they operate a complex business and have
thousands of potential creditors where its nature and scope of
operations require the Debtors to maintain voluminous records.
Republic Airways Holdings Inc. and certain of its wholly-owned
subsidiaries are represented by:
Bruce R. Zirinsky, Esq.
Sharon J. Richardson, Esq.
Gary D. Ticoll, Esq.
ZIRINSKY LAW PARTNERS PLLC
375 Park Avenue, Suite 2607
New York, New York 10152
Telephone: (212) 763-0192
Email: bzirinsky@zirinskylaw.com
srichardson@zirinskylaw.com
gticoll@zirinskylaw.com
-- and --
Christopher K. Kiplok, Esq.
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 837-6000
Email: chris.kiplok@hugheshubbard.com
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer. Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and noticing
agent.
REPUBLIC AIRWAYS: Seeks to Obtain $75-Mil. DIP Loan from Delta
--------------------------------------------------------------
Republic Airways Holdings Inc. and its debtor affiliates seek
authority from the U.S. Bankruptcy Court to obtain postpetition
financing up to an aggregate principal amount of $75 million from
Delta Air Lines, Inc., as DIP Lender.
The Debtors ask the Court to grant the DIP Lender first priority
liens on one Embraer E170 regional jet aircraft, equipped with two
General Electric CF34-8 engines, 10 CFM34-8 engines, and all other
unencumbered assets of the Debtors, subject to the Carve-Out, and
grant a first priority priming lien on 15 specified individual
LaGuardia Airport arrival and departure slots, and grant junior
liens on all tangible and intangible property of the Debtors that
is subject to valid, perfected and unavoidable liens in existence
on the Petition Date.
The Debtors also ask that the Court grant superpriority
administrative expense claims to Delta, subject to the Carve-Out,
and modification of the automatic stay to the extent necessary to
implement and effectuate the terms and provisions of the DIP Term
Sheet and the DIP Order, and further allow Delta an unsecured claim
in the amount of $170 million not subject to objection,
subordination or other challenge.
The Debtors agree to pay to the DIP Lender an upfront fee in an
amount equal to 1.0% of the commitment and a commitment fee in an
amount equal to 1.0% per annum on the undrawn portion of the
committed amount of the financing, calculated and paid monthly in
arrears. The interest rate is 5.75% per annum, paid monthly in
arrears, subject to a 2.00% increase during the continuation of an
Event of Default.
A hearing will be held on April 14, 2016, to consider approval of
the Delta DIP Motion.
An Ad Hoc Committee of Equity Holders, however, asks the Court to
adjourn the hearing date and objection deadlines because the
Debtors filed the Motion without any advance discussion with the Ad
Hoc Committee or its professionals, and the Debtors did not provide
the Ad Hoc Committee professionals with copies of the operative
documents until March 28, 2016. The process, according to the Ad
Hoc Committee, appears to have been staged to deny stakeholders a
fair and meaningful opportunity to evaluate the relief sought.
The Ad Hoc Committee asserts that it should be afforded a
reasonable opportunity to review and understand the process
resulting in the Debtors determination to select the Delta proposed
financing, especially since the DIP Financing Motion does not cite
any business exigency requiring access to post-petition financing
by April 14 and the Debtors have continued access to unrestricted
cash, which the Debtors' has reported to be approximately $132
million as of the petition date. The Ad Hoc Committee also asserts
that the requested adjournment will afford U.S. Trustee's Office
time to consider and promptly act upon requests submitted for the
formation an official equity committee.
Republic Airways Holdings Inc. and certain of its wholly-owned
subsidiaries are represented by:
Bruce R. Zirinsky, Esq.
Sharon J. Richardson, Esq.
Gary D. Ticoll, Esq.
ZIRINSKY LAW PARTNERS PLLC
375 Park Avenue, Suite 2607
New York, New York 10152
Telephone: (212) 763-0192
Email: bzirinsky@zirinskylaw.com
srichardson@zirinskylaw.com
gticoll@zirinskylaw.com
-- and --
Christopher K. Kiplok, Esq.
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 837-6000
Email: chris.kiplok@hugheshubbard.com
The Ad Hoc Committee of Equity Holders is represented by:
Adam C. Harris, Esq.
David M. Hillman, Esq.
Lawrence V. Gelber, Esq.
SCHULTE ROTH & ZABEL LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 756-2000
Facsimile: (212) 593-5955
Email: adam.harris@srz.com
david.hillman@srz.com
lawrence.gelber@srz.com
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer. Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and noticing
agent.
RICE ENERGY: Moody's Confirms B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service confirmed Rice Energy Inc.'s B2 Corporate
Family Rating (CFR); B2-PD Probability of Default Rating, B3 senior
unsecured note rating, and affirmed the SGL-2 Speculative Grade
Liquidity Rating. The rating outlook is stable.
"Rice's rating confirmation and stable outlook reflect the
company's continued strong growth in production and proved
developed reserves, which we expect will continue through 2017,
supported by a good liquidity profile," commented Gretchen French,
Moody's Vice President.
Issuer: Rice Energy Inc.
Ratings Confirmed:
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
-- Senior Unsecured Regular Bond/Debenture at B3 (LGD 5)
Ratings Affirmed:
-- Speculative Grade Liquidity Rating at SGL-2
Outlook Action:
-- Outlook, Stable from under review
RATINGS RATIONALE
Rice's B2 CFR benefits from the company's low cost, early entry
position in the Marcellus Shale, where it has established a
favorable acreage position and valuable midstream business.
However, the company faces several years of outspending cash flow
as it further develops and holds its acreage positions in both the
Marcellus and still early stage Utica Shale, and continues to
expand its midstream business, which entails both execution risk
and the need to maintain strong access to funding sources. Rice has
demonstrated strong drilling and operating performance relative to
peers, both of which support continued, visible production and cash
flow growth potential. In addition, the company has proven its
willingness to use equity and equity-like financing to finance
acreage acquisitions and midstream development.
Rice's rating continues to be constrained by the company's
improving but still fairly early stage operating history compared
to higher rated exploration and production (E&P) peers, with an
overall high portfolio decline rate and concentrated production
profile. In addition, the company has a high level of structural
and financial complexity, with a midstream master limited
partnership (MLP) and retained midstream business, both of which
have their own financing and capital needs, are in early stage
operations, and entail the expectation of increasing distributions,
which could constrain Rice's consolidated retained cash flow/debt
metrics.
The B3 rating on Rice's senior unsecured notes reflects both Rice's
overall probability of default, to which Moody's assigns a PDR of
B2-PD, and a loss given default of LGD 5. The size of the potential
senior secured claims relative to the unsecured notes outstanding
results in the senior notes being notched one rating below the B2
CFR under Moody's Loss Given Default Methodology. The senior notes
benefit from upstream guarantees from all subsidiaries except for
its midstream subsidiaries. The notes are unsecured and
contractually subordinated to the senior secured credit facility's
potential priority claim to the company's assets.
Rice's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity through early 2017. Constraining Rice's liquidity profile
is its high level of capital spending, as Rice will outspend
internally generated cash flow through at least 2017. This will
deplete its cash balances and increase its reliance on its
revolvers to fund project based capital expenditures, as well as
provide for growing letters of credit needs for its firm
transportation contracts. Supporting Rice's liquidity profile are
strong sources of capital, with good revolver availability across
the consolidated company, high pro forma consolidated cash balances
with the benefit of the $375 million in preferred equity proceeds
in February 2016, good projected covenant compliance, and
alternative liquidity provided by its midstream business.
An upgrade could be considered if Rice successfully grows
production at sound returns while also maintaining adequate
liquidity and retained cash flow/debt of at least 20%.
A downgrade is possible if retained cash flow/debt falls below 10%
or liquidity tightens.
RICHMOND COUNTY CAPITAL: Fitch Affirms BB- Preferred Stock Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for New York Community
Bancorp, Inc. (NYCB) at 'BBB+/F2'. The Rating Outlook remains
Stable.
Fitch reviewed NYCB as part of its U.S. Niche Real Estate Bank Peer
Review, which also includes Astoria Financial Corporation, Inc.
(AF), Dime Community Bancshares, Inc. and Emigrant Bancorp Inc.
While the business models of the U.S. Niche Real Estate Banks vary,
these banks are generally characterized by their limited deposit
franchises and geographic concentrations when compared to larger
U.S. banks. Fitch views these limitations as ratings constraints
across the peer group. The group is composed of banks with total
assets ranging from approximately $5 billion to approximately $50
billion that lend primarily in the New York City metropolitan
residential real estate market.
KEY RATING DRIVERS - IDRs, VRs, AND SENIOR DEBT
NYCB's ratings primarily reflect the bank's consistent performance.
The bank has exhibited strong asset quality with low credit losses
over many business cycles. Ratings are further supported by stable
earnings during the most recent financial crisis and other real
estate downturns. These strengths are partially offset by NYCB's
relatively higher reliance on wholesale funding, weaker liquidity
profile and a concentrated loan portfolio.
On Nov. 3, 2015, Fitch reviewed and affirmed NYCB's ratings
following the announcement of the potential merger with AF. Fitch
believes integration risks associated with the pending transaction
are relatively low given AF's relatively simplistic business model,
solid credit performance and the common footprint. Fitch further
expects the transaction to be accretive to NYCB's earnings, capital
and franchise and will strengthen the residential mortgage lending
business.
The merger also provides NYCB the opportunity to diversify its loan
portfolio that is concentrated in multifamily loans. As of Dec.
31, 2015, NYCB's multifamily loans consisted of 68% of the total
loan portfolio or 740% of tangible capital. Fitch believes this
concentration is also offset by NYCB's niche expertise and track
record in multifamily lending in the New York City metropolitan
region.
Fitch views NYCB's asset quality as the company's primary rating
strength. NYCB's net charge-offs peaked at 35bps in 2011 and in
2015 recoveries exceeded charge-offs. Fitch expects asset quality
to remain strong due to the company's conservative underwriting
practices across its multifamily, commercial real estate and
residential loan portfolios.
On a risk-adjusted basis, Fitch considers earnings performance to
be reasonable. While refinancing charges related to wholesale
funding resulted in a net loss position for 2015, Fitch believes
the benefits from a more permanent and lower cost funding profile
will offset this once-off expenditure over the long run. Adjusting
for the $546.8 million after-tax charge from the refinancing, the
ROA was relatively flat year-over year. NYCB's liability sensitive
balance sheet will expose it to earnings headwinds over the coming
years if interest rates normalize.
Fitch views NYCB's capital position as reasonable relative to the
overall risk profile. Successful execution of a planned capital
raise provided net proceeds of $630 million in the fourth quarter
of 2015. The Astoria merger is also expected to be accretive to
capital. Fitch notes however that the dividend pay-out ratio
remained flat at around 90% of adjusted net income in 2015. This
pay-out ratio is not sustainable over the long run given the
company's growth aspirations and current levels of internal capital
generation. However, NYCB reduced earnings distributions in the
first quarter of 2016 to $0.17 per share from $0.25 per share in
the previous quarter and expects that NYCB will maintain its
risk-based capital ratios at relatively stable levels over the near
term and through the merger process.
NYCB will likely cross the $50 billion threshold in 2016 and would
be considered a D-SIB bank by regulators. Preparations for this
transition have been underway for some time, and Fitch expects the
merger to provide additional scale to absorb the compliance related
costs. Assuming that the pending merger with AF closes in the
fourth quarter, NYCB will be part of the 2018 CCAR process.
NYCB's liquidity profile is ratings constraint. The company is
relatively more reliant on non-core funding sources, such as FHLB
advances and repurchase agreements, than other depositories. In
2015, average borrowings totalled 33% of total liabilities. Since
NYCB has relatively higher reliance on wholesale funding, the
company can be vulnerable to disruptions in the wholesale markets
and also carries a higher cost of funds.
The Stable Outlook assumes that asset quality will remain strong
and capital levels will remain relatively stable over the near
term. The Outlook also incorporates that earnings could face
headwinds in 2016 from lower prepayment revenue. Spread income may
also come under pressure given NYCB's liability sensitive balance
sheet, and presumably higher interest rates over the near to
intermediate term.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
NYCB's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
NYCB's preferred issuances are notched below NYCB's Viability
Rating (VR). The notch differential reflects loss severity and an
assessment of incremental non-performance risk.
KEY RATING DRIVERS - HOLDING COMPANY
NYCB's IDR and VR are equalized with those of its bank subsidiaries
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries.
KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS
NYCB's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. Fitch believes U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default.
RATING SENSITIVITIES- IDRS, VRS, AND SENIOR DEBT
NYCB's ratings are solidly situated at its current levels. Fitch
foresees limited upside given the more limited business model of
the company. The deposit franchise and broker originated business
are relatively weaker than similarly sized, rated banks.
Conversely, NYCB's ratings are sensitive to the multifamily market
in the New York City area. Material loosening of rent-regulations
in the New York area could be a negative rating driver for the
institution since rent regulations help maintain stable cash flows
and valuations for multifamily properties in New York.
The affirmation is based on the assumption that regulators will
approve the merger with AF and that NYCB's projected figures for
the transaction will materialize. Should operational or
integration challenges arise, which lead to changes in our base
assumption, negative ratings pressure could develop.
Incorporated in the affirmation is the assumption that NYCB will
successfully complete the CCAR process and reach compliance with
the regulatory requirements associated with being a D-SIB bank.
Negative changes to this assumption could pressure the rating.
Although seen as unlikely given past performance, material
deterioration of asset quality metrics could result in negative
ratings pressure. Aggressive capital management would also be
viewed negatively. NYCB's tangible common equity ratio of 7.3% is
on the lower end compared to its rating category.
RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR
NYCB's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary support
in case of need.
RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
NYCB's preferred issuances are sensitive to changes in NYCB's VR.
The rating sensitivities for the VR are listed above.
RATING SENSITIVITIES - HOLDING COMPANY
Should NYCB begin to exhibit signs of weakness, demonstrate trouble
accessing the capital markets, or have inadequate cash flow
coverage to meet near-term obligations, there is the potential that
Fitch could notch the holding company's IDR and VR below the
ratings of its bank subsidiaries.
Fitch has affirmed these ratings:
New York Community Bancorp
-- Long-term IDR at 'BBB+';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF'.
New York Community Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-term deposits at 'F2'.
New York Commercial Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+'.
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-Term deposits at 'F2'.
Richmond County Capital Corporation
-- Preferred stock at 'BB-'.
RITE AID: Reports Fiscal 2016 Q4 and Full Year Results
------------------------------------------------------
Rite Aid Corporation reported net income of $65.6 million on $8.27
billion of revenues for the 13 weeks ended Feb. 27, 2016, compared
to net income of $1.83 billion on $6.84 billion of revenues for the
13 weeks ended Feb. 28, 2015.
For the 52 weeks ended Feb. 27, 2016, Rite Aid reported net income
of $165 million on $30.7 billion of revenues compared to net income
of $2.10 billion on $26.5 billion of revenues for the 52 weeks
ended Feb. 28, 2015.
As of Feb. 27, 2016, Rite Aid had $11.3 billion in total assets,
$10.7 billion in total liabilities and $581 million in total
stockholders' equity.
"Our positive fourth-quarter results helped us deliver a successful
fiscal year that reflects the tremendous progress we're making to
expand our retail healthcare offering," said Rite Aid Chairman and
CEO John Standley. "In the fourth quarter, we generated nearly $40
million of growth in Adjusted EBITDA, including an increase in our
Retail Pharmacy Segment and strong results from our new Pharmacy
Services Segment. This was one of many key highlights of fiscal
2016, which was a transformational year that saw us acquire
EnvisionRx, launch the ground-breaking wellness+ with Plenti
program, complete our 2,000th Wellness store and exceed $30 billion
in revenues for the first time."
"We look forward to building upon this success and to continue
delivering a higher level of care in the communities we serve. We
thank our dedicated Rite Aid associates for their hard work in
executing our strategy and providing an even better retail
healthcare experience for our customers. We're also excited about
our opportunity to join forces with Walgreens Boots Alliance to
further expand consumer access to health care as part of the first
global, pharmacy-led health and wellbeing enterprise."
For the year, the company relocated 20 stores, acquired 6 stores,
remodeled 412 stores, expanded 2 stores, opened 5 stores, and
closed 20 stores. The company also opened 23 clinics during the
fiscal year.
As previously announced on Oct. 27, 2015, Rite Aid and Walgreens
Boots Alliance, Inc. entered into a definitive agreement under
which WBA will acquire all outstanding shares of Rite Aid for $9.00
per share in cash, for a total enterprise value of approximately
$17.2 billion, including acquired net debt. The board of directors
of both companies and Rite Aid's shareholders have approved the
transaction, which is subject to certain conditions, including,
among others, the receipt of approval under applicable antitrust
laws and other customary closing conditions. The transaction is
expected to close in the second half of calendar 2016.
Given the agreement with WBA, and as is customary for transactions
of this type, Rite Aid does not intend to provide earnings guidance
for fiscal 2017.
A full-text copy of the press release is available for free at:
http://is.gd/snzl5P
About Rite Aid Corp.
Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia.
* * *
In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid. The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.
As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.
In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'. The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.
* * *
This concludes the Troubled Company Reporter's coverage of Rite Aid
until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
ROTONDO WEIRICH: Cases of RW Lederach, 2 Others Dismissed
---------------------------------------------------------
A federal judge has ordered the dismissal of the Chapter 11 cases
of Rotondo Weirich Enterprises Inc.'s affiliates.
The order, issued by Judge Eric Frank of the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania, dismissed the bankruptcy
cases of RW 675 LLC, RW Lederach LLC and Three North Pointe
Associates LLC.
The order came after the judge's earlier ruling that approved the
companies' settlement with Univest Bank and Trust Co. became "final
and non-appealable." Judge Frank issued that ruling on Jan. 26,
according to court filings.
In connection with the settlement, Judge Frank issued a separate
order granting Univest Bank a $2.5 million secured claim each
against Rotondo Weirich and Rotondo Weirich Inc., and a $2.5
million unsecured claim against RW Motorsports Inc.
About Rotondo Weirich Enterprises
Rotondo Weirich Enterprises, Inc. and five of its affiliates Sought
Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 -
15-16151) on Aug. 27, 2015. The petition was signed by Steven J.
Weirich as president & CEO. The Debtors disclosed total assets of
$8,667,885 and total liabilities of $10,452,860. Maschmeyer
Karalis P.C. represents the Debtors.
On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3,
appointed Grant Brooker, general counsel of Bennett Motor Express
LLC; Brett Smith, business manager of Bragg Companies; and Max
Helser, president of Helser Industries Inc., to serve on the
official committee of unsecured creditors. On Oct. 15, 2015,
another unsecured creditor, Mi-Jack Products Inc. Vice-President
Jack Wepfer, was appointed to serve on the panel.
The unsecured creditors' committee is represented by Reed Smith
LLP.
Judge Eric L. Frank ordered directing joint administration of the
Debtors' cases.
SANJEL (USA) INC: Asks for Approval of C$50M DIP Financing
----------------------------------------------------------
PricewaterhouseCoopers Inc., as the monitor and the court-appointed
foreign representative of Sanjel (USA) Inc. and its debtor
affiliates, asked the Bankruptcy Court to authorize the Chapter 15
Debtors to borrow under a credit facility entered by Alberta
Treasury Branches, as agent, a group of lenders with Sanjel Corp.
as borrower and the remaining Chapter 15 Debtors as guarantors.
The Chapter 15 Debtors intend to use the proceeds of the
Post-Petition Facility to pay operational expenses, offices
expenses, professional fees and disbursements in connection with
the CCAA and Chapter 15 proceedings.
"Without the provision of interim and final lending during these
proceedings, the Chapter 15 Debtors would not be able to carry on
in business or attempt a restructuring, to the detriment of their
stakeholders," according to Deborah D. Williamson, Esq., at Dykema
Cox Smith, counsel for the Monitor.
As disclosed in Court documents, the Post-Petition Credit Agreement
provides for an initial maximum credit amount of C$50 million.
Borrowings under the Post-Petition Credit Facility bears an
interest rate of Canadian Prime, plus 6% for Canadian dollar
advances or U.S. Base Rate, plus 6% for U.S. Dollar advances. The
Credit Facility has a maturity date of May 30, 2016.
The Chapter 15 Debtors seek to grant first priority, priming liens
on their assets in the United States as security for the
obligations under the Post-Petition Facility.
The Post-Petition Credit Agreement contains, among other things,
the following milestones:
Milestone Deadline
--------- --------
U.S. Bankruptcy Court shall have Reasonable best efforts to
entered a U.S. TRO Order obtain within 1 business day
after date of the Initial
Order, and in any event within
2 business days of date of the
Initial Order
U.S Bankruptcy Court shall have Reasonable best efforts to
entered Interim Post-Petition obtain within 3 business days
Financing Order after date of the Initial
Order, and in any event within
4 business days of the date of
the Initial Order
Loan Parties have identified April 11, 2016
Alternative Restructuring
Option, if any
Loan Parties shall have filed April 11, 2016
a Motion seeking Approval and
Vesting Order and Distribution Oder
Loan Parties shall have filed a April 12, 2016
Motion seeking recognition by
U.S. Bankruptcy Court of the
AVO and Distribution Order
Canadian Court shall have issued Reasonable best efforts
the AVO and Distribution Order to obtain by April 25, 2016,
and in any event prior to
April 29, 2016
U.S. Bankruptcy Court shall have Subject to the Bankruptcy
entered Final Post-Petition Court's availability, 21
Financing Order days after entry of the
Interim U.S. Post-Petition
Financing Order
U.S. Bankruptcy Court shall have April 29, 2016
entered Chapter 15 Recognition
Order
U.S. Bankruptcy Court shall have Reasonable best efforts to
issued an order recognizing the obtain by May 9, 2016,
AVO and Distribution Order and in any event prior to
May 12, 2016
Final APA Closing May 16, 2016
About Sanjel (USA)
Headquartered in Calgary, Alberta, Sanjel Corp, through its
subsidiaries comprising the Sanjel Group, is an independent oil and
gas services company. The Sanjel Group's pressure pumping
operations provide fracturing, cementing, coiled tubing and
reservoir solutions services in Canada, the U.S. and Saudi Arabia
(via its joint venture). Through the Suretech entities, the Sanjel
Group offers patented multistage completions system solutions for
unconventional reservoir development with operations in the USA,
Canada and the other international locations.
As of Jan. 31, 2016, Sanjel Group had consolidated assets of
approximately C$1,438,788,000 and consolidated liabilities of
approximately C$1,104,602,000. The majority of the current
liabilities include accounts payable (approximately C$134,646,000),
indebtedness under the Facility, indebtedness to the Senior Bonds
(the amount outstanding under the Facility and the Senior Bonds
were together, approximately C$890,638,000 plus interest payable of
C$18,659,000) and future tax liability (approximately
C$51,219,000), as disclosed in Court documents.
As of the Petition Date, the Chapter 15 Debtors had more than
$500,000,000 in assets in the United States (at book value), with
more than 50% of those assets located in Texas.
The Chapter 15 Debtors seek joint administration of their cases
under Lead Case No. 16-50778.
The Chapter 15 cases are pending in the U.S. Bankruptcy Court for
the Western District of Texas and assigned to Judge Craig A.
Gargotta.
SANJEL (USA) INC: Files Temporary Restraining Order vs. Creditors
-----------------------------------------------------------------
PricewaterhouseCoopers Inc., as the monitor and as the
court-appointed and authorized foreign representative of Sanjel
(USA) Inc. and its debtor affiliates filed with the Bankruptcy
Court an emergency ex parte application for temporary restraining
order against creditors in order to protect the Debtors and their
assets in the United States. The provisional relief requested is
similar to the stay relief already ordered by the Canadian Court.
The Chapter 15 Debtors are a group of Canadian owned or controlled
companies who on April 4, 2016, filed for restructuring under the
Companies' Creditors Arrangement Act. The Court of Queen's Bench
of Alberta, Judicial Centre of Calgary has appointed the Monitor as
the foreign representative of the Chapter 15 Debtors.
According to Deborah D. Williamson, Esq., at Dykema Cox Smith,
counsel to the Monitor, emergency relief is necessary because a
meeting is currently scheduled for April 14, 2016, in regard to the
unsecured Senior Bonds at which the holders of the Senior Bonds
will be asked to vote on, among other things, instructing the
trustee for the Senior Bonds to immediately begin exercising
remedies against the Debtors. In addition, a syndicate of 12
financial institutions led by Alberta Treasury Branches has sent an
enforcement notice to the Chapter 15 Debtors which, under Canadian
law, enables the Syndicate to begin enforcing remedies against the
Chapter 15 Debtors.
Ms. Williamson said that any action by creditors could have severe
detrimental effects on the Debtors, including a potentially
devastating effect on the sale process the Chapter 15 Debtors have
been actively pursuing and are in the process of completing.
As disclosed in Court documents, Sanjel Corp. failed to pay a
semi-annual interest of US$11.25 million on Dec. 19, 2015, under a
Bond Agreement dated June 18, 2014. This non-payment of interest
was a default of the Bond Agreement and a cross-default under the
Bank Credit Agreement. The Sanjel Group was also in breach of
certain financial covenants under the Bond Agreement.
About Sanjel (USA)
Headquartered in Calgary, Alberta, Sanjel Corp, through its
subsidiaries comprising the Sanjel Group, is an independent oil and
gas services company. The Sanjel Group's pressure pumping
operations provide fracturing, cementing, coiled tubing and
reservoir solutions services in Canada, the U.S. and Saudi Arabia
(via its joint venture). Through the Suretech entities, the Sanjel
Group offers patented multistage completions system solutions for
unconventional reservoir development with operations in the USA,
Canada and the other international locations.
As of Jan. 31, 2016, Sanjel Group had consolidated assets of
approximately C$1,438,788,000 and consolidated liabilities of
approximately C$1,104,602,000. The majority of the current
liabilities include accounts payable (approximately C$134,646,000),
indebtedness under the Facility, indebtedness to the Senior Bonds
(the amount outstanding under the Facility and the Senior Bonds
were together, approximately C$890,638,000 plus interest payable of
C$18,659,000) and future tax liability (approximately
C$51,219,000), as disclosed in Court documents.
As of the Petition Date, the Chapter 15 Debtors had more than
$500,000,000 in assets in the United States (at book value), with
more than 50% of those assets located in Texas.
The Chapter 15 Debtors seek joint administration of their cases
under Lead Case No. 16-50778.
The Chapter 15 cases are pending in the U.S. Bankruptcy Court for
the Western District of Texas and assigned to Judge Craig A.
Gargotta.
SANJEL (USA) INC: Joint Administration of Cases Sought
------------------------------------------------------
PricewaterhouseCoopers Inc., as the monitor and the court-appointed
and authorized foreign representative of Sanjel (USA) Inc. and its
debtor affiliates, asked the Bankruptcy Court to enter an order
granting joint administration of the Debtors' Chapter 15 cases
under the Lead Case No. 16-50778.
"Joint administration will preserve estate assets and will avoid
considerable and unnecessary expense and loss of time by obviating
the necessity for filing duplicate motions, requesting duplicate
orders, and forwarding duplicate notices that affect one or all of
the Chapter 15 Debtors, their creditors, and parties in interest,"
said Deborah D. Williamson, Esq., at Dykema Cox Smith, counsel for
the Monitor.
"Joint administration will further ensure that parties affected by
each of the Cases will be apprised of the various matters that will
be heard by this Court in the Cases," she added.
According to the Monitor, the rights of the Chapter 15 Debtors'
respective creditors, stakeholders, and any other parties-in-
interest will not be adversely affected by joint administration of
the Cases because the relief requested is purely administrative and
in no way affects any party's substantive rights.
About Sanjel (USA)
Headquartered in Calgary, Alberta, Sanjel Corp, through its
subsidiaries comprising the Sanjel Group, is an independent oil and
gas services company. The Sanjel Group's pressure pumping
operations provide fracturing, cementing, coiled tubing and
reservoir solutions services in Canada, the U.S. and Saudi Arabia
(via its joint venture). Through the Suretech entities, the Sanjel
Group offers patented multistage completions system solutions for
unconventional reservoir development with operations in the USA,
Canada and the other international locations.
As of Jan. 31, 2016, Sanjel Group had consolidated assets of
approximately C$1,438,788,000 and consolidated liabilities of
approximately C$1,104,602,000. The majority of the current
liabilities include accounts payable (approximately C$134,646,000),
indebtedness under the Facility, indebtedness to the Senior Bonds
(the amount outstanding under the Facility and the Senior Bonds
were together, approximately C$890,638,000 plus interest payable of
C$18,659,000) and future tax liability (approximately
C$51,219,000), as disclosed in Court documents.
As of the Petition Date, the Chapter 15 Debtors had more than
$500,000,000 in assets in the United States (at book value), with
more than 50% of those assets located in Texas.
The Chapter 15 Debtors seek joint administration of their cases
under Lead Case No. 16-50778.
The Chapter 15 cases are pending in the U.S. Bankruptcy Court for
the Western District of Texas and assigned to Judge Craig A.
Gargotta.
SBM DEEP: Fitch Ups Rating on $450MM Sec. Notes Due 2021 From BB
----------------------------------------------------------------
Fitch Ratings has upgraded the rating of SBM Deep Panuke S.A.'s
(Deep Panuke or the issuer) $450 million senior secured notes due
2021 to 'BBB-' from 'BB'. The Rating Outlook is Negative.
KEY RATING DRIVERS
Deep Panuke's rating reflects stable cash flow earned under a
charter contract with fixed lease payments from Encana Corporation
(Encana, rated 'BBB-' with a Negative Outlook by Fitch), whose
rating actively constrains the project rating. The charter
contains achievable performance requirements, a pass-through of all
operational costs, and the lack of exposure to resource risk. The
debt structure is fully amortizing with a relatively short tenor of
seven years.
Revenue Risk: Midrange
Fixed Charter Contract: The charter contract with off-taker,
Encana, insulates the project's cash flow from volume and price
risk. The performance requirement linked to charter termination is
not onerous and Fitch considers the possibility of
performance-related termination remote. Fixed lease payments do
not fluctuate based on the Deep Panuke production field center's
(PFC or the project) operational performance, and revenue is not
based on throughput.
Cost Risk: Midrange
Full Recovery of Life Cycle Costs: The PFC's operational complexity
is mitigated by the involvement of parent SBM Offshore N.V. (SBM),
which has extensive experience in offshore production, and by the
full pass-through of all O&M and capital costs to Encana. The
operations contract and useful life of the asset exceed the debt
term, providing long-term operational stability.
Debt Structure: Midrange
Typical Debt Structure: Deep Panuke's debt structure includes
conventional features. The senior secured notes are scheduled to
fully amortize over a relatively short debt term and benefit from a
six-month debt service reserve account (DSRA).
Stable Financial Profile: Fixed charter revenues align with level
debt payments to create a flat debt service coverage ratio (DSCR)
profile that should allow for consistent financial performance over
the term of the notes. Fitch expects debt service coverage to
average 1.26x, with a minimum of 1.26x.
SBM Credit Quality: Under the operating and charter contracts,
bankruptcy or insolvency of SBM gives Encana the right to terminate
these contracts without compensation to the project. Thus, a
reduction in the credit quality of SBM increases the likelihood
that the counterparty will acquire the termination option. As
such, the project's rating is linked to the credit quality of SBM.
Peer Comparison: Deep Panuke is comparable to other
availability-based projects with fixed revenue payments and cost
pass-through provisions. SteelRiver Transmission Company LLC
('A-'/Stable Outlook) and Synagro-Baltimore LLC ('BBB+'/Stable
Outlook) both benefit from stronger revenue counterparties and
higher rating case coverage.
RATING SENSITIVITIES
Positive/Negative - Counterparty Credit Quality: Deterioration or
improvement in the credit quality of off-taker Encana or operator
SBM could change the project rating.
Negative - Weak Operational Performance: Persistent weak
operational performance may suggest a higher likelihood of charter
contract termination.
SUMMARY OF CREDIT
Deep Panuke's upgrade reflects the rating of Encana, which was
assigned at 'BBB-' with a Negative Outlook on March 14, 2016. As
the key revenue counterparty, Encana's credit quality constrains
the project rating. Any rating change in Encana's rating would
lead to similar rating action for Deep Panuke.
The rating also reflects the strengthening credit quality of SBM,
the sponsor and guarantor of the issuer's performance obligations
under the charter. SBM's credit quality has improved due to a
material reduction in leverage, the lifting of a ban on new
business with its main client Petroleo Brasileiro S.A. (Petrobras,
'BB+'/Negative Outlook), and increased certainty of potential
settlement amounts following an investigation of SBM and
Petrobras.
Deep Panuke is the owner of the PFC deployed in the Deep Panuke
natural gas field off the shores of Nova Scotia, Canada. The
project consists of a natural gas production platform with a
contracted production capacity of 300 million standard cubic feet
per day, which has been in commercial operation since
Nov. 6, 2013. The project generates revenue pursuant to a
charter-party contract with Encana for an initial term of eight
years. Gas production and processing capacity is chartered
exclusively to Encana. The PFC is responsible for accepting raw
gas at the platform from all production wells, processing the gas
to commercial quality and moving the processed gas to the export
pipeline at the exit point of the platform. All other phases from
exploration to delivery are Encana's responsibility.
SEACOR HOLDINGS: Egan-Jones Cuts Sr. Unsecured Debt Rating to B
---------------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured rating
of debt issued by SEACOR Holdings to B from B+ on March 3, 2016.
EJR also lowered the rating on commercial paper issued by the
Company to B from A3.
SEACOR Holdings Inc. is a global provider of marine transportation
equipment and logistics services primarily servicing the U.S. and
international energy and agricultural markets.
SEADRILL LTD: Bank Debt Trades at 56% Off
-----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 43.79
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.33 percentage points from the
previous week. Seadrill Ltd pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Feb. 17, 2021 and carries Moody's Caa2 rating and Standard & Poor's
B- rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 1.
SH 130 CONCESSION: Seeks to Hire AlixPartners as Financial Advisor
------------------------------------------------------------------
SH 130 Concession Company, LLC, asks the Bankruptcy Court for
authority to employ and retain AlixPartners, LLP, to serve as
financial advisors to the Debtors effective as of the Petition
Date.
AlixPartners will:
-- Assist the Debtors and their management in developing a
short-term cash flow forecasting tool and related methodologies and
assist with planning for alternatives as requested by the Debtors;
-- Assist with the preparation of the motions, statement of
affairs, schedules of assets and liabilities, and other regular
reports required by the Court;
-- Assist in obtaining and presenting information required by
parties in interest in the Debtors' bankruptcy process, including
official committees appointed by the Court and the Court itself;
-- Provide assistance in such areas as testimony before the Court
on matters that are within the scope of this engagement and within
AlixPartners' area of testimonial competencies;
-- Provide assistance as requested by management in connection
with the Debtors' development of its business plan, and such other
related forecasts as may be required by the bank lenders in
connection with negotiations or by the Debtors for other corporate
purposes;
-- Assist the "working group" professionals who are representing
the Debtors in the reorganization process or who are working for
the Debtors' various stakeholders to coordinate their effort and
individual work product in order to be consistent with the Debtors'
overall restructuring goals;
-- Assist as requested in managing any litigation that may be
brought against the Debtors in the Court;
-- Assist in communication and/or negotiation with outside
constituents, including the banks and their advisors; and
-- Assist with such other matters as may be requested that fall
within AlixPartners' expertise and that are mutually agreeable.
The standard hourly rates of the AlixPartners personnel currently
working on this matter are as follows:
Holly Etlin Managing Director $1,070
Richard Robbins Director $770
AlixPartners' current standard hourly rates for 2016, subject to
periodic adjustments, are as follows:
Managing Director $960 – $1,095
Director $720 – $880
Vice President $530 – $635
Associate $365 – $470
Analyst $315 – $345
Paraprofessional $240 – $260
AlixPartners received advance retainer payments aggregating to
$250,000. Pursuant to the Engagement Letter, invoiced amounts have
been offset against the Retainer. During the 90 days prior to the
commencement of the Chapter 11 Cases, the Debtors paid AlixPartners
a total of $42,160, incurred in providing services to the Debtors
in contemplation of, and in connection with, prepetition
restructuring activities. AlixPartners' current estimate is that
it received unapplied advance payments from Debtors in excess of
prepetition billings of approximately $207,840, which is subject to
final determination after all prepetition billings and collections
are reconciled.
Holly Etlin, a managing director of AlixPartners, assures the Court
that the Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor.
AlixPartners can be reached at:
Holly Etlin
AlixPartners, LLP
909 Third Avenue
New York, NY 10022
Tel: (212) 297-1594
E-mail: hetlin@alixpartners.com
About SH 130 Concession
Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 (the "Tollway") in partnership with the Texas
Department of Transportation.
The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer. The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.
Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire. They have no
operations and have no creditors.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.
Judge Tony M. Davis has been assigned the case.
SIMPLY FASHION: Case Conversion Hearing Continued to April 11
-------------------------------------------------------------
The Hon. Laurel M. Isicoff, of the U.S. Bankruptcy Court for the
Southern District of Florida continued to April 11, 2016, at 11:00
a.m., the hearing to consider motion to convert the Chapter 11
cases of Adinath Corp., et al., to those under Chapter 7 of the
Bankruptcy Code.
The Debtors filed an ore tenus motion to continue the March 21
hearing on the motion.
As reported by the Troubled Company Reporter on March 25, 2016, the
Debtors explained that they have ceased operations and liquidated
substantially all of their assets. Thus, the Debtors have no
operating business to rehabilitate and the Debtors believe that a
Chapter 7 trustee could oversee the collection of the remaining
assets in these estates.
In addition, JNS INVT does not intend to extend the Debtors' use of
cash collateral past Feb. 29, 2016. In order to conserve the
remaining funds in the Debtors' estates, the Debtors believe that
conversion from chapter 11 to chapter 7 will inure to the benefit
of the Debtors' creditors and all other parties in interest in
these cases. Under the particular facts of these cases, the
Debtors do not wish to become involved in a cash collateral fight
because the Debtors' liquidity does not justify doing so.
Equally important, the Debtors have sought to broker for months a
negotiated settlement between the Committee and the defendants in a
pending adversary proceeding. The Debtors believe that a
reasonable settlement is possible, and compared with protracted
litigation, a settlement would be the best outcome for all of the
parties in interest in the Debtors' cases. Not only would a
settlement pave the way for a confirmable liquidating plan that
could provide a distribution on the allowed claims of the general
unsecured creditors, a settlement would also avoid the estates
being burdened with additional, significant administrative expenses
in the form of potentially hundreds of thousands of dollars in
additional legal and professional fees which may be incurred on the
part of the Committee in having to pursue the Adversary
Proceeding.
Unfortunately, the settlement negotiations between the Committee
and the defendants in the Adversary Proceeding have reached an
impasse which, in the Debtors' reasonable judgment, is
insurmountable. As such, the Debtors submit that it would be in
the interests of all of the parties in the Debtors' cases to stop
the accrual of chapter 11 administrative expenses and permit a
chapter 7 trustee to be appointed as soon as possible to pursue the
estates' causes of action against the defendants in the Adversary
Proceeding, perhaps, on a contingency basis, as well as to pursue
the preference claims under Sec. 547 of the Bankruptcy Code against
the entities which received avoidable transfers.
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve
on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and
including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SIONIX CORP: Kenneth Calligar Quits as Director
-----------------------------------------------
Kenneth W. Calligar has resigned, effective April 5, 2016, as a
director/member of the Board of Directors of Sionix, according to a
Form 8-K report filed with the Securities and Exchange Commission.
About Sionix Corp.
Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.
Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year. The Company's balance sheet at June 30, 2013,
showed $1.04 million in total assets, $7.62 million in total
liabilities and a $6.58 million total stockholders' deficit.
Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012. The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000. In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
SIONIX CORP: Starts Initial Operations of Culbertson Facility
-------------------------------------------------------------
Sionix Corporation has entered into an agreement to fund the
design, engineering, construction and start-up of a brine and water
treating and reclamation facility located in Culbertson, Montana,
according to a Form 8-K report filed with the Securities and
Exchange Commission. The Culbertson Facility is located in an area
that is within the Bakken Shale oil and gas formation. The
principal purpose of the facility is to provide brine and water
treatment services to oil and gas operators working in the Bakken
in the states of Montana and North Dakota.
Steelworks Investments Limited, an affiliate of Sionix, provided
funding during the period commencing in mid 2015 through Feb. 4,
2016, for a total of $1,365,000. These funds were used to provide
start-up expenditures for the Culbertson Facility and other Sionix
purposes. Sionix agreed to repay the funds to SIL under the terms
of the Amended and Restated 12% Convertible Note in the amount of
$1,365,000, dated Feb. 4, 2016. The SIL Note is convertible into
shares of Sionix Series A Convertible Preferred Stock at any time.
As of the date of April 5, 2016, if the SIL Note was fully
converted it would be convertible into 68,250 shares of Series A
Stock. Each share of Series A Stock is convertible into 5,000
shares of Sionix Common Stock, or an aggregate of 341,250,000
shares if the entire SIL Note was fully converted into Series A
Stock and such Series A Stock was fully converted into Sionix
Common Stock.
Sionix does not have the authorized shares of Common Stock to
enable the conversion of the Series A Stock into Common Stock, but
intends to amend its Articles of Incorporation to do so as soon as
is practicable.
Sionix Oilfield Solutions was formed as a new entity to construct,
start-up and operate the Culbertson facility. SOS is owned 51% by
Sionix, 39% by SIL and 10% by SOS employees. SOS is the operating
entity and its operations are managed by Sionix personnel. Sionix
entered into a License and Royalty Agreement with SOS providing for
SOS to utilize the Sionix technology in exchange for the 51% equity
interest and other considerations.
The real property and improvements included in the Culbertson
Facility were acquired by Steelworks Montana, LLC, an affiliate of
SIL. The Culbertson Property has been leased to SOS by SWM under
the terms of a Lease dated July 13, 2015. The Facility Lease
provides for SWM to lease the Culbertson Property for a period of 6
years. No rent is payable for the first year of the Facility
Lease. During the second year of the Facility Lease, rent is
payable at a rate of $25,000 per month. Rent of $35,000 per month
is payable for the remaining 4-year duration of the Facility
Lease.
The terms and conditions of the Facility Lease are more favorable
to SOS than were offered in any previous negotiations with various
unaffiliated third parties.
The Culbertson Facility is logistically positioned to serve the
Bakken fields of Montana and North Dakota. Its physical facilities
include heated tank storage, enclosed process and laboratory
buildings, on-site water wells, a 24 hour truck park with
facilities and convenient highway access at the junction of Montana
State Highway 16 and U.S. Highway 2. The plant will supply fresh
and treated water to meet customer specifications for well
maintenance, drilling and reuse in fracking.
The operation will use Sionix's proprietary, patented Dissolved Air
Flotation technology in combination with flocculation, pH control,
chemistry, filtration and biocide processes to remediate and
recycle both flowback brines from fracking and produced water from
existing wells. Sionix's technology has been licensed to SOS under
the terms of the Sionix License. The Sionix License details the
terms, conditions and considerations of the license. It also
requires maintenance by Sionix of a 51% equity interest in SOS. The
Sionix License also provides for Sionix to provide technical,
operating, financial and marketing oversight and direction to the
business.
SIL (Steelworks Investments Limited) currently holds 14,418,220
shares of Sionix Common Stock and also through its Member, Bernard
Brogan, serves on the Board of Directors of Sionix. This holding
is a beneficial ownership estimated to be less than 3 percent of
the Company's Common Stock. Prior to the current investment, SIL
also held various convertible notes and Series A Stock from earlier
investments in Sionix. Conversion of all these holdings into
Common Stock, in the absence of any other shareholder conversions,
would result in SIL beneficial ownership estimated to be
approximately 45 percent of the issued and outstanding shares of
Sionix Common Stock.
By reason of the issuance of the SIL Note to SIL, under SEC rules,
SIL is deemed to have beneficially acquired an additional
341,250,000 shares of Sionix Common Stock. This would result, in
the absence of any other shareholder conversions, in total
beneficial ownership estimated to be more than 50 percent of the
issued and outstanding shares of Sionix Common Stock.
Sionix has been attempting to acquire or otherwise develop or
utilize the Culbertson Facility since September of 2013. Sionix
has made several attempts to acquire the Culbertson Facility with
various unaffiliated third parties, all of which were not
successful. SIL was the only entity willing to enter into a
transaction with Sionix under acceptable financial terms and
conditions.
The Company has started initial operations of the Culbertson
facility.
A full-text copy of the Form 8-K report is available at:
http://is.gd/CBxfzU
About Sionix Corp.
Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.
Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year. The Company's balance sheet at June 30, 2013,
showed $1.04 million in total assets, $7.62 million in total
liabilities and a $6.58 million total stockholders' deficit.
Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012. The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000. In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
SKYBRIDGE SPECTRUM: Receiver Seeks to Renew FCC Licenses
--------------------------------------------------------
Susan L. Uecker, as the court-appointed receiver of Skybridge
Spectrum Foundation, asks the U.S. Bankruptcy Court for the
District of Delaware for entry of an order (1) granting relief from
the automatic stay, and (2) excusing the Receiver's compliance with
Section 543(a) of the Bankruptcy Code to allow the Receiver to file
renewal applications with the Federal Communications Commission and
pay associated filing fees for 352 Multiple Address System spectrum
licenses owned by the Debtor.
The Receiver seeks emergency relief to preserve valuable property
of the Debtor's estate, namely FCC licenses that will otherwise
expire, Eric D. Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware -- eschwartz@mnat.com -- tells the
Court.
The Receiver proposes to file renewal and construction deadline
extension applications for those licenses and to use the Debtor's
funds that are part of the receivership estate to pay associated
FCC fees for those applications.
The Receiver submits that she has the power and authority to take
these actions under the state court order appointing her and under
the exception in Section 543(a) of the Bankruptcy Code, which
allows a custodian to take actions necessary to preserve property
of the estate.
The Receiver was appointed by a California state court to preserve
approximately 5500 FCC wireless spectrum licenses owned by a series
of affiliated entities, including the Debtor, all of which were
controlled by Warren Havens. Havens and Dr. Arnold Leong are in a
dispute regarding the control, ownership and operation of those
entities that is currently the subject of arbitration proceedings.
The Receiver was appointed in part because of an April 2015 order
from an FCC administrative law judge calling into question Havens'
qualifications to hold any FCC licenses. If the FCC ultimately
finds that Mr. Havens is not qualified to hold FCC licenses, all of
the licenses currently entrusted to the Receiver could be
extinguished.
The Receiver believes that it is in the interests of the Debtor's
estate as well as the Receivership that the Receiver (1) seek
renewals of both the Debtor's and the Receiver's MAS licenses, and
(2) that funds of the Debtor currently held by the Receiver as
receivership property be used to pay to the FCC approximately
$250,000 in renewal fees to preserve the MAS licenses.
About Skybridge Spectrum
Skybridge Spectrum Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 16-10626) on March 11, 2016.
Warren C. Havens signed the petition as president, sole director
and sole member. The Debtor estimated assets in the range of $100
million to $500 million and debts of up to $500,000. Sullivan
Hazeltine Allinson LLC represents the Debtor as counsel.
SOUTHCROSS ENERGY: Charlesbank Files Schedule 13D/A with SEC
------------------------------------------------------------
Charlesbank Capital Partners, LLC, disclosed in an amended Schedule
13D filed with the Securities and Exchange Commission that as of
March 30, 2016, it beneficially owns 35,068,406 common units
representing limited partner interests of Southcross Energy
Partners, L.P., representing 61.7% of the common units
outstanding.
Southcross Holdings Borrower LP ("Borrower") owns of record
6,616,400 common units representing limited partner interests,
15,958,990 Class B convertible units representing limited partner
interests, Unpaid Class B PIK Rights equivalent to 279,303 Class B
Convertible Units and 12,213,713 subordinated units representing
limited partner interests in the Issuer. Borrower is owned of
record 100% by Southcross Holdings Guarantor LP, and its
non-economic general partner interest is held by Southcross
Holdings Borrower GP LLC, which is owned of record 100% by
Guarantor. Guarantor is owned of record 100% by Southcross Holdings
LP, and its non-economic general partner interest is held by
Southcross Holdings Guarantor GP LLC. Southcross Energy LLC owns
of record 29.2% of Holdings and 29.6% of Southcross Holdings GP
LLC, the non-economic general partner of Holdings.
Charlesbank Capital Partners, LLC is the general partner of (i)
Charlesbank Coinvestment Partners, Limited Partnership and (ii)
Charlesbank Equity Fund VI GP, Limited Partnership. Equity Fund VI
GP is the general partner of each of Charlesbank Equity Fund VI,
Limited Partnership, CB Offshore Equity Fund VI, L.P., and
Charlesbank Equity Coinvestment Fund VI, Limited Partnership.
Offshore VI is the sole shareholder of CB-Southcross Holdings, Inc.
Each of Equity VI GP and Charlesbank may be deemed to indirectly
beneficially own the securities of the Issuer held by the
Charlesbank Funds, but disclaims beneficial ownership except to the
extent of its pecuniary interest therein. Pursuant to an
investment and advisory agreement with each of the Charlesbank
Funds, Charlesbank has authority to vote securities held by the
Charlesbank Funds and to decide which securities to purchase and
sell for the Charlesbank Funds. The Charlesbank Funds hold of
record an approximate 85.2% membership interest in SELLC. The
Class B Convertible Units convert into Common Units at the Class B
Conversion Rate, which is incorporated by reference herein) on the
Class B Conversion Date. The Subordinated Units convert into
Common Units on a one-for-one basis on the expiration of the
Subordination Period. Because such Class B Convertible Units and
Subordinated Units were acquired in connection with transactions
having the purpose or effect of changing or influencing the control
of the Issuer, such Class B Convertible Units and Subordinated
Units are considered converted for purposes of the calculations of
the amounts noted under Rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934, as amended.
Borrower was entitled to receive from the Issuer, within 45 days
after the quarter ending Dec. 31, 2015, a Class B Quarterly
Distribution, consisting of a payment-in-kind distribution on
outstanding Class B Convertible Units of additional Class B
Convertible Units, in accordance with the terms of the Partnership
Agreement. However, the Issuer did not timely make such Class B
Quarterly Distribution. The Partnership Agreement provides that,
notwithstanding the Issuer's failure to make such Class B Quarterly
Distribution, the holders entitled to the unpaid Class B PIK Units
shall be entitled (i) to Class B Quarterly Distributions in
subsequent quarters on such unpaid Class B PIK Units and (ii) to
all other rights under the Partnership Agreement as if such unpaid
Class B PIK Units had in fact been distributed on the date due.
Therefore, on Feb. 14, 2016, Borrower acquired Unpaid Class B PIK
Rights equivalent to 279,303 Class B Convertible Units.
A full-text copy of the regulatory filing is available at:
http://is.gd/LdGcCy
About Southcross Energy Partners, L.P.
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Visit www.southcrossenergy.com for more information.
As of Sept. 30, 2015, Southcross had $1.32 billion in total assets,
$682.48 million in total liabilities and $646.26 million in total
partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHCROSS ENERGY: EIG BBTS Files Schedule 13D/A with SEC
---------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, EIG BBTS Holdings, LLC, et al., disclosed that as of
March 30, 2016, they beneficially own 35,068,406 common units
representing limited partner interests of Southcross Energy
Partners, L.P., representing 61.7 percent of outstanding units.
Southcross Holdings Borrower LP ("SHB") owns of record 6,616,400
common units representing limited partner interests, 15,958,990
Class B convertible units representing limited partner interests,
Unpaid Class B PIK Rights equivalent to 279,303 Class B Convertible
Units and 12,213,713 subordinated units representing limited
partner interests in Southcross Holdings.
SHB was entitled to receive from the Issuer, within 45 days after
the quarter ending Dec. 31, 2015, a Class B Quarterly Distribution
(as defined in the Issuer's Third Amended and Restated Agreement of
Limited Partnership dated Aug. 4, 2014, consisting of a
payment-in-kind distribution on outstanding Class B Convertible
Units of additional Class B Convertible Units in accordance with
the terms of the Partnership Agreement. However, the Issuer did
not timely make such Class B Quarterly Distribution. The
Partnership Agreement provides that, notwithstanding the Issuer's
failure to make such Class B Quarterly Distribution, the holders
entitled to the unpaid Class B PIK Units will be entitled (I) to
Class B Quarterly Distributions in subsequent quarters on such
unpaid Class B PIK Units and (II) to all other rights under the
Partnership Agreement as if such unpaid Class B PIK Units had in
fact been distributed on the date due. Therefore, on Feb. 14,
2016, SHB acquired Unpaid Class B PIK Rights equivalent to 279,303
Class B Convertible Units.
As a result of the relationship of EIG BBTS Holdings, LLC to SHB,
EIG BBTS Holdings, LLC may be deemed to indirectly beneficially own
the Common Units, Class B Convertible Units, the Unpaid Class B PIK
Rights and Subordinated Units held by SHB.
The percentage calculation is based on the number of Common Units,
Class B Convertible Units and Subordinated Units outstanding as of
Nov. 3, 2015, as reported in SXE's Quarterly Report on Form 10-Q
for the quarterly period ended Sept. 30, 2015, plus the 274,478
Class B Convertible Units issued to SHB on Nov. 9, 2015, and the
Unpaid Class B PIK Rights acquired by SHB on Feb. 14, 2016.
A copy of the regulatory filing is available for free at:
http://is.gd/4HDgJd
About Southcross Energy Partners, L.P.
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Visit www.southcrossenergy.com for more information.
As of Sept. 30, 2015, Southcross had $1.32 billion in total assets,
$682.48 million in total liabilities and $646.26 million in total
partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHCROSS ENERGY: Gets Noncompliance Notice for Late 10-K Filing
-----------------------------------------------------------------
Southcross Energy Partners, L.P. announced that it has received a
notice from the New York Stock Exchange that it is not in
compliance with the NYSE's continued listing requirements as a
result of its failure to timely file its annual report on Form
10-K for the fiscal year ended Dec. 31, 2015.
Southcross intends to file its Form 10-K shortly after Southcross
Holdings LP's previously announced pre-packaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code is
confirmed by the bankruptcy court. Southcross expects that, as
part of terms of the POR, Holdings will provide Southcross with
adequate liquidity to avoid the inclusion of a going concern
qualification in the independent auditor's report to be issued in
connection with Southcross' financial statements for the year ended
Dec. 31, 2015. Under the NYSE's rules, the Partnership has six
months from the receipt of the NYSE's notice of non-compliance to
file the Form 10-K for the fiscal year ended Dec. 31, 2015.
About Southcross Energy Partners, L.P.
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Visit www.southcrossenergy.com for more information.
As of Sept. 30, 2015, Southcross had $1.32 billion in total assets,
$682.48 million in total liabilities and $646.26 million in total
partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHCROSS ENERGY: TW BBTS Beneficially Owns 61.7% of Common Units
------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, TW BBTS Aggregator LP, BB-II Holdco LP, TW/LM GP Sub,
LLC, et al., disclosed that as of March 30, 2016, they beneficially
own 35,068,406 of common units representing limited partner
interests of Southcross Energy Partners, L.P. representing 61.7
percent of the shares outstanding.
Southcross Holdings Borrower LP ("SHB") owns of record 6,616,400
common units representing limited partner interests, 15,958,990
Class B convertible units representing limited partner interests,
Unpaid Class B PIK Rights equivalent to 279,303 Class B Convertible
Units and 12,213,713 subordinated units representing limited
partner interests in the Issuer.
SHB was entitled to receive from the Issuer, within 45 days after
the quarter ending Dec. 31, 2015, a Class B Quarterly Distribution,
consisting of a payment-in-kind distribution on outstanding Class B
Convertible Units of additional Class B Convertible Units in
accordance with the terms of the Partnership Agreement. However,
the Issuer did not timely make such Class B Quarterly Distribution.
The Partnership Agreement provides that, notwithstanding the
Issuer's failure to make such Class B Quarterly Distribution, the
holders entitled to the unpaid Class B PIK Units will be entitled
(I) to Class B Quarterly Distributions in subsequent quarters on
such unpaid Class B PIK Units and (II) to all other rights under
the Partnership Agreement as if such unpaid Class B PIK Units had
in fact been distributed on the date due. Therefore, on Feb. 14,
2016, SHB acquired Unpaid Class B PIK Rights equivalent to 279,303
Class B Convertible Units.
As a result of the relationship of TW BBTS Aggregator LP to SHB, TW
BBTS Aggregator LP may be deemed to indirectly beneficially own the
Common Units, Class B Convertible Units, the Unpaid Class B PIK
Rights and Subordinated Units held by SHB.
A copy of the regulatory filing is available for free at
http://is.gd/yAA9gG
About Southcross Energy Partners, L.P.
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Visit www.southcrossenergy.com for more information.
As of Sept. 30, 2015, Southcross had $1.32 billion in total assets,
$682.48 million in total liabilities and $646.26 million in total
partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHERN TITLE: John O. Cox Appointed as Special Deputy Receiver
----------------------------------------------------------------
Jacqueline K. Cunningham, Commissioner of Insurance, Bureau of
Insurance, State Corporation Commission, Commonwealth of Virginia
State Corporation and Deputy Receiver of Southern Title Insurance
Corporation, entered a fourth directive appointing John O. Cox as
special deputy receiver of Southern Title effective as of Dec. 1,
2015.
On Dec. 20, 2011, the Deputy receiver appointed Donald C. Beatty as
special deputy receiver of Southern Title until Nov. 30, 2015, at
which time management of Southern Title's receivership operations
transfer to John O. Cox, associate general counsel.
The Deputy receiver has concluded that Mr. Cox must be appointed as
special deputy receiver of Southern Title.
STEINWAY MUSICAL: Egan-Jones Gives No Rating Status on Unsec. Debt
------------------------------------------------------------------
Egan-Jones Ratings Company entered a No Rating (NR) status on
senior unsecured debt issued by Steinway Musical Instruments Inc.
from B+ on March 4, 2016.
Steinway Musical Instruments, Inc. is an American worldwide musical
instrument manufacturing conglomerate.
STERIGENICS-NORDION HOLDINGS: Moody's Rates $120MM Note Offering B1
-------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to
Sterigenics-Nordion Holdings, LLC's $120 million senior secured
note offering. Proceeds from the first lien notes will be used to
help fund the acquisition of Nelson Laboratories, Inc., a provider
of microbiology testing services, that closed on April 1, 2016, and
general corporate purposes. Pro-forma for the transaction, Moody's
estimates adjusted debt to EBITDA was 6.9 times as of Dec. 31,
2015.
The new notes are pari-passu with the company's existing senior
secured first lien bank debt and are guaranteed by the parent firm
Sterigenics-Nordion Topco LLC and substantially all of the
company's direct and indirect wholly-owned U.S. subsidiaries. All
other ratings, including the Sterigenics' Corporate Family Rating,
are unchanged. The outlook is negative.
Ratings assigned:
Senior secured notes due 2022 at B1 (LGD 3)
RATINGS RATIONALE
The B2 Corporate Family rating is constrained by modest scale and
high business risks arising from Sterigenics' earnings
vulnerability to supply-chain disruptions. Moody's expects the
company's financial leverage (debt/EBITDA) to remain in the high
6.0 times range and free cash flow to be modest over the next 12-18
months. The rating is further constrained by event and
environmental risk associated with the highly sensitive nature of
the company's handling of hazardous raw materials in its
manufacturing process, including radioactive isotopes and toxic
gases.
The B2 rating is supported by Sterigenics' leading position in the
contract sterilization outsourcing market, as well as high barriers
to entry and customer switching costs, leading to stable market
share. Sterigenics' focus on medical device and food safety markets
also supports the rating as these markets are less sensitive to
economic cycles than markets for more discretionary use such as
capital goods. Around two-thirds of the company's EBITDA will be
generated by the contract sterilization business, which Moody's
expects to remain stable absent any disruptions from raw material
sourcing issues.
The negative rating outlook is driven by the uncertainties
surrounding the longer-term supply of key raw ingredient
Molybdenum-99, the disruption of which would have a negative impact
on the company's earnings and cash flow.
The ratings could be downgraded if leverage is not reduced to below
6.0 times or free cash flow is negative over the next 12-18 months.
A downgrade could also occur if the company loses a significant
customer, incurs a material adverse event which results in legal
liabilities or a business disruption, makes large debt-financed
acquisitions or dividend distributions, or suffers a significant
deterioration in liquidity.
Given its small size, high leverage and inherent business risks, an
upgrade is unlikely in the near term. The ratings could be
upgraded if the company successfully develops alternative
Molybdenum-99 technology and demonstrates a commitment to more
conservative financial policies such that debt/EBITDA is sustained
below 4.0 times.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
Sterigenics-Nordion Holdings, LLC, headquartered in Oak Brook, IL,
is a vertically integrated global provider of contract
sterilization services, gamma technologies and medical isotopes.
The company offers contract sterilization services for the medical
device industry, and supplies Cobalt-60 to other companies for
contract sterilization and medical isotopes for healthcare
procedures. Sterigenics operates 48 facilities across 13 countries
and serves over 2,500 customers worldwide. The company generated
total revenue of $563 million in 2015. Sterigenics is
majority-owned by private equity firm Warburg Pincus with a
minority interest held by GTCR.
STONE ENERGY: State Street Reports 2.4% Stake as of March 31
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, State Street Corporation disclosed that as of
March 31, 2016, it beneficially owns 1,349,444 shares of common
stock of Stone Energy Corporation representing 2.37 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/Wn2Yl5
About Stone Energy
Stone Energy is an independent oil and natural gas company engaged
in the acquisition, exploration, exploitation, development and
operation of oil and gas properties. The Company has been
operating in the Gulf of Mexico Basin since its incorporation in
1993 and have established a technical and operational expertise in
this area. The Company has leveraged its experience in the GOM
conventional shelf and expanded its reserve base into the more
prolific basins of the GOM deep water, Gulf Coast deep gas and the
Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the
Company's estimated proved oil and natural gas reserves were
approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95
MMBoe or 570 Bcfe of the Company's estimated proved reserves were
revised downward as a result of lower oil, natural gas and natural
gas liquids prices.
Stone Energy reported a net loss of $1.1 billion in 2015 following
a net loss of $189.54 million in 2014. As of Dec. 31, 2015, the
Company had $1.41 billion in total assets, $1.44 billion in total
liabilities, and a $39.8 million total stockholders' deficit.
* * *
As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S.-based oil and
gas exploration and production company Stone Energy Corp. to 'CCC-'
from 'CCC+'.
Stone Energy Corporation carries a B3 Corporate Family Rating from
Moody's Investors Service.
SUPERVALU: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which SuperValu is a
borrower traded in the secondary market at 97.74
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.30 percentage points from the
previous week. SuperValu pays 350 basis points above LIBOR to
borrow under the $1.485 billion facility. The bank loan matures on
March 21, 2019 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 1.
SWIFT ENERGY: Committee Retains Akin Gump as Co-Counsel
-------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath has authorized the Committee
of Unsecured Creditors of Swift Energy Company, at al., to retain
Akin Gump Strauss Hauer & Feld LLP as Co-Counsel, nunc pro tunc to
Jan. 14, 2016.
The Committee submits that it is necessary and appropriate for it
to employ and retain Akin Gump to, among other things:
a) advise the Committee with respect to its rights, duties and
powers in the Debtors' chapter 11 cases;
b) assist and advise the Committee in its consultations and
negotiations with the Debtors relative to the administration of the
Debtors' 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 interests;
d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and their insiders, and of the operation of the Debtors'
businesses;
e) 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 non-residential real property and executory contracts, asset
dispositions, financing of other transactions and the terms of one
or more plans of reorganization for the Debtors and accompanying
disclosure statements and related plan documents;
f) assist and advise the Committee as to its communications to
the general creditor body regarding significant matters in the
Debtors' chapter 11 cases;
g) represent the Committee at all hearings and other proceedings
before the Court;
h) review and analyze applications, orders, statements of
operations and schedules filed with the Court and advise the
Committee as to their propriety, and to the extent deemed
appropriate by the Committee, support, join or object thereto;
i) advise and assist the Committee with respect to any
legislative, regulatory or governmental activities;
j) assist the Committee in preparing pleadings and applications
as may be necessary in furtherance of the Committee's interests and
objectives;
k) assist the Committee in its review and analysis of all of the
Debtors' various agreements;
l) prepare, on behalf of the Committee, any pleadings, including
without limitation, motions, memoranda, complaints, adversary
complaints, objections or comments in connection with any matter
related to the Debtors or the Debtors' chapter 11 cases;
m) investigate and analyze any claims against the Debtors'
non-debtor affiliates; and
n) perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules or other applicable law.
Akin Gump intends to apply for compensation for professional
services rendered on an hourly basis and reimbursement of expenses
incurred in connection with the Debtors' chapter 11 cases. The
current hourly rates charged by Akin Gump for professionals and
paraprofessionals employed in its offices are:
Partners $725 – $1,425
Senior Counsel and Counsel $550 – $975
Associates $315 – $795
Paraprofessionals $150 – $395
The names, positions and current hourly rates of the Akin Gump
financial restructuring attorneys currently expected to have
primary responsibility for providing services to the Committee are
as follows:
Michael S. Stamer (Partner) $1,325
Sarah Link Schultz (Partner) $1,050
Joanna F. Newdeck (Senior Counsel) $875
Yochun Katie Lee (Associate) $690
Julia M. Furlong (Law Clerk) $455
Sarah Link Schultz, a partner at Akin Gump, assures the Court that
the Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Committee.
The firm can be reached at:
Sarah Link Schultz
AKIN GUMP STRAUSS HAUER & FELD LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201-4624
Tel: (214) 969-4367
Fax: (214) 969-4343
E-mail: sschultz@akingump.com
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.
The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO. Judge Mary F. Walrath is assigned to the
cases.
Swift Energy Company disclosed total assets of $416,358,243 plus an
undetermined amount and total liabilities of $1,233,022,421 plus an
undetermined amount. Other Debtors disclosed total assets of $1.02
billion and total debt of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing
agent.
Reed Smith LLP represents the committee.
SWIFT ENERGY: Committee Retains FTI as Financial Advisor
--------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath has authorized the Committee
of Unsecured Creditors of Swift Energy Company, at al., to retain
FTI Consulting Inc. as financial advisor, nunc pro tunc to Jan. 14,
2016.
The Committee has selected FTI to provide financial advisory
services to the Committee and its legal advisor as they deem
appropriate and feasible in order to advise the Committee in the
course of the chapter 11 cases, including:
a. Reviewing the Debtors' financial-related disclosures required
by the Court, including the Debtors' schedules of assets and
liabilities, statements of financial affairs and monthly operating
reports;
b. Preparing analyses and valuating proposed
debtor-in-possession financing or use of cash collateral;
c. Assessing and monitoring the Debtors' short term cash flow,
liquidity and operating results;
d. Evaluating other financial information prepared by the
Debtors, including, but not limited to, cash flow projections,
budgets and variance reporting, business plans, cash receipts and
disbursement reports, asset and liability analyses and economic
analyses of proposed transactions for which Court approval is
sought;
e. Reviewing the Debtors' proposed key employee retention plans,
management incentive plan and other employee benefit programs;
f. Reviewing analyses of the Debtors' core business assets and,
as required, assessing valuations of the Debtors' oil and gas
reserves, evaluating reserves that may be subject to liens and/or
mortgages in favor of secured creditors and reviewing the potential
disposition or liquidation of non-core assets;
g. Evaluating the Debtors' cost-benefit analyses with respect to
the assumption and assignment or rejection of executory contracts
and unexpired leases;
h. Analyzing tax issues in connection with, among other things,
claims or equity trading, the preservation of the Debtors' net
operating losses and tax refunds relating to any chapter 11 plan
and asset sales;
i. Assisting in the claims reconciliation and estimation
process;
j. Attending and participating meetings and discussions with the
Debtors, potential investors, banks, secured lenders, the Committee
and any other official committees organized in these chapter 11
cases, the U.S. Trustee, other parties in interest and
professionals hired by the same, as requested;
k. Assisting in the review and/or preparation of information and
analyses necessary for plan confirmation and disclosure statement
approval in these chapter 11 cases;
l. Evaluating and analyzing avoidance actions, including
fraudulent conveyances and preferential transfers;
m. Supporting the prosecution of the Committee's motions,
responses or objections to the Debtors' motions, which may include
attending depositions and hearings and providing expert reports or
testimony on case issues as required by the Committee; and
n. Rendering other general business consulting services or
similar assistance as the Committee or its counsel may deem
necessary and consistent with the role of a financial advisor but
not duplicative of services provided by other professionals in the
Chapter 11 cases.
FTI will seek payment for compensation for financial advisory
services at FTI's customary hourly rates, which currently ranges:
Senior Managing Directors $825-$995
Directors/Managing Directors $615-$815
Consultants/Senior Consultants $325-$595
Administrative/Paraprofessionals $235-$260
DTI is also entitled to reimbursement of actual and necessary
expenses.
Andrew Scruton, a senior managing director of FTI Consulting,
assures the Court that the Firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Committee.
The firm can be reached at:
Andrew Scruton
FTI CONSULTING INC.
Three Times Square, 9th Floor
New York, NY, 10036
Tel: (212) 247-1010
Fax: (212) 841-9350
E-mail: andrew.scruton@fticonsulting.com
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.
The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO. Judge Mary F. Walrath is assigned to the
cases.
Swift Energy Company disclosed total assets of $416,358,243 plus an
undetermined amount and total liabilities of $1,233,022,421 plus an
undetermined amount. Other Debtors disclosed total assets of $1.02
billion and total debt of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Reed Smith LLP represents the committee.
SWIFT ENERGY: Committee Retains Reed Smith as Delaware Counsel
--------------------------------------------------------------
The Hon. Mary F. Walrath has authorized the Committee of Unsecured
Creditors of Swift Energy Company to retain Reed Smith LLP as
Delaware Counsel, nunc pro tunc to Jan. 21, 2016.
The professional services that Reed Smith will render to the
Committee so that the Committee can execute its duties include the
following:
a) advise the Committee of its rights, powers and duties in the
Cases;
b) assist and advise the Committee in its consultations with the
Debtors relative to the administration of the Cases;
c) review and analyze all applications, motions, orders,
statements of operations and scheduled filed with the Bankruptcy
Court by the Debtors or third parties, advise the Committee as to
their propriety, and, after consultation with the Committee, take
appropriate action in furtherance of the Committee's interests and
objectives;
d) prepare on behalf of the Committee any necessary motions,
applications, objections, answers, orders, reports and papers in
furtherance of the Committee's interests and objectives;
e) represent the Committee at hearings held before the
Bankruptcy Court and communicate with the Committee regarding the
issues raised, as well as the decisions of the Bankruptcy Court;
f) assist the Committee in analyzing the claims of the Debtors'
creditors and in negotiating with such creditors;
g) assist with the Committee's investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and of the operation of the Debtors' businesses;
h) assist the Committee in its analysis of, and negotiations
with, the Debtors or their creditors concerning matters related to,
among other things, the terms of any plan or plans of
reorganization or liquidation or any section 363 sale;
i) perform all other necessary legal services as may be required
and are deemed to be in the interests of the Committee in
connection with the Cases; and
j) provide advice to the Committee and on local practice and
procedure.
The regular hourly rates for Reed Smith's professionals are:
Paralegals $85 to $400
Associates $200 to $755
Counsel $450 to $915
Partners $540 to $935
The attorneys and paralegals that will be responsible for the
engagement and their hourly rates are:
Lisa Lankford Paralegal $225
John B. Lord Paralegal $330
Emily K. Devan Associate $385
Kurt F. Gwynne Partner $790
Kurt F. Gwynne, Esq., a partner at Reed Smith, assures the Court
that the Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Committee.
The firm can be contacted at:
Kurt F. Gwynne
REED SMITH LLP
1201 Market Street - Suite 1500
Wilmington, DE 19801
Tel: (302) 778-7550
Fax: (302) 778-7575
E-mail: kgwynne@reedsmith.com
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.
The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO. Judge Mary F. Walrath is assigned to the
cases.
Swift Energy Company disclosed total assets of $416,358,243 plus an
undetermined amount and total liabilities of $1,233,022,421 plus an
undetermined amount. Other Debtors disclosed total assets of $1.02
billion and total debt of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Reed Smith LLP represents the committee.
TECHPRECISION CORP: Signs Employment Agreement with CFO
-------------------------------------------------------
TechPrecision Corporation entered into an employment agreement with
Thomas Sammons, which is effective as of Jan. 20, 2016, and governs
Mr. Sammons's employment as chief financial officer of the Company,
as disclosed in a Form 8-K report filed with the Securities and
Exchange Commission.
Pursuant to the Employment Agreement, Mr. Sammons will: (i) receive
an annual base salary of $200,000; (ii) receive an award of stock
options to purchase 500,000 shares of the Company's common stock
pursuant to the TechPrecision Corporation 2006 Long-Term Incentive
Plan, as amended, with an exercise price equal to the fair market
value of the common stock on the grant date and which will vest in
substantially equal amounts on the date of initial grant and each
of the subsequent two anniversaries of the date of grant; and (iii)
be eligible for an annual cash performance bonus of up to 50% of
base salary, subject to goals and objectives set by the chief
executive officer and Board of Directors of the Company. Under the
Employment Agreement, Mr. Sammons also will be eligible to
participate in Company benefits provided to other senior executives
as well as benefits available to Company employees generally.
The Employment Agreement also provides for certain severance
payments to Mr. Sammons in the event of his termination. If Mr.
Sammons is terminated without "Cause" or Mr. Sammons terminates his
employment for "Good Reason" at any time during the six month
period following a change in control, he will be entitled to
receive continuation of his base salary for twelve months following
termination of his employment. Under the Employment Agreement,
"Cause" is defined to include, without limitation, (i) Mr.
Sammons's failure or refusal to perform his material duties and
responsibilities (other than any such failure resulting from Mr.
Sammons's death) or his repeated failure or refusal to follow
lawful and reasonable directives of the Board; (ii) the willful
misappropriation by Mr. Sammons of the funds or property of the
Company or its affiliates; (iii) the commission by Mr. Sammons of
any willful or intentional act, which he should reasonably have
anticipated would reasonably be expected to have the effect of
materially injuring the reputation, business or business
relationships of the Company or its affiliates; (iv) use of alcohol
to excess or illegal drugs, continuing after written warning from
the Board; or (v) any breach by Mr. Sammons of any material
provision of the Employment Agreement. Mr. Sammons's written
notice within thirty days after the occurrence of any of the
following, without his consent and not cured within thirty days
after the Company's receipt of such notice, constitutes "Good
Reason" under the Employment Agreement: (i) Mr. Sammons suffers a
material adverse change in the duties, responsibilities or
effective authority associated with his titles and positions; or
(ii) a material reduction by the Company of Mr. Sammons's base
salary.
In addition to the compensation and severance arrangements, the
Employment Agreement contains customary provisions (i) prohibiting
Mr. Sammons from divulging to third parties or using confidential
information or trade secrets of the Company; (ii) confirming that
all intellectual work products generated by Mr. Sammons during the
term of his employment with the Company are the sole property of
the Company; and (iii) prohibiting Mr. Sammons from competing
against the Company, including by soliciting the Company's
employees or its current or prospective clients, until the one year
anniversary of the termination of his employment.
The Employment Agreement replaces and supersedes in its entirety
the Employment Agreement, dated Feb. 4, 2014, between Ranor, Inc.,
a subsidiary of the Company, and Mr. Sammons.
About TechPrecision
TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned
subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components
Co., Ltd., globally manufactures large-scale, metal fabricated and
machined precision components and equipment.
TechPrecision reported a net loss of $3.58 million for the year
ended March 31, 2015, compared to a net loss of $7.09 million for
the year ended March 31, 2014.
Marcum LLP, in Bala Cynwyd, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2015, citing that the Company has suffered
recurring losses from operations, and the Company's liquidity may
not be sufficient to meet its debt service requirements as they
come due over the next twelve months. These circumstances raise
substantial doubt about the Company's ability to continue as a
going concern.
TERRAFORM GLOBAL: S&P Puts 'B-' CCR on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate credit
rating on TerraForm Global Inc. on CreditWatch with negative
implications.
In addition, S&P placed the 'B-' rating on TerraForm Global
Operating LLC's senior unsecured notes and 'B+' rating on its
revolving credit facility on CreditWatch with negative
implications.
The recovery rating on the unsecured notes remains '3', indicating
S&P's expectation for meaningful recovery (50% to 70%; upper half
of the range) of principal if a payment default occurs. The
recovery rating on the revolver is '1', indicating expectations for
very high (90% to 100%) recovery if a payment.
"The CreditWatch placement reflects the recent failure of TerraForm
Global Inc. to file its annual 10-K statement with the SEC," said
Standard & Poor's credit analyst Michael Ferguson. Given its
current rating level, the company's inability to provide timely and
accurate financial statements is an issue because even modest
discrepancies in financial information could lead S&P to believe
that the actual credit quality is lower than currently anticipated,
and that liquidity could become constrained more immediately than
previously foreseen; the latter would call into question whether
the issuer should be rated in the 'CCC' category. While the company
would be entitled to a cure period, continued inability to file
financial statements would likely result in an event of default.
Additionally, the continuity of the management team after several
high profile resignations and replacements in recent months is
another consideration. This, in conjunction with the reporting
deficiencies, leads S&P to reassess the management and governance
score as weak from fair. S&P also notes that litigation with
SunEdison over ownership transfer on certain assets is ongoing, and
could jeopardize credit quality.
The CreditWatch placement is based on the company's delays in
filing its financial statements. S&P will resolve the CreditWatch
placement once it receives sufficient information to update its
assessments regarding the company's liquidity and forecasted near
term credit metrics.
TERRAFORM POWER: S&P Puts 'B-' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate credit
rating on TerraForm Power Inc. on CreditWatch with negative
implications.
In addition, S&P placed the 'B-' corporate credit rating on
TerraForm Power Operating LLC and the 'B-' ratings on that entity's
senior unsecured notes on CreditWatch with negative implications.
The recovery rating on the notes remains '4' indicating
expectations for average (30% to 50%; upper half of the range)
recovery if a default occurs.
"The CreditWatch placement reflects the recent failure of TerraForm
Power Inc. to file its annual 10-K statement with the SEC, as well
as its disclosure that it is investigating internal control
challenges at its parent company, SunEdison Inc.," said Standard &
Poor's credit analyst Michael Ferguson. Given its current rating
level, the company's possible inability to provide timely and
accurate financial statements is an issue, because even modest
discrepancies in financial information could lead S&P to believe
that the actual credit quality is lower than currently anticipated,
and that liquidity could become constrained more immediately than
previously foreseen. While the company could be entitled to a cure
period, continued inability to file financial statements would
likely result in an event of default.
Additionally, S&P thinks the continuity of the management team
after several high profile resignations and replacements in recent
months is an important consideration; this, in conjunction with the
reporting deficiencies, leads S&P to reassess the management and
governance score as weak.
The CreditWatch placement is based on the company's delays in
filing its financial statements. S&P will resolve the CreditWatch
placement once it receives sufficient information to update its
assessments regarding the company's liquidity and forecasted
near-term credit metrics.
TITAN INT'L: Egan-Jones Cuts Sr. Unsecured Debt Rating to B-
------------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured rating of
debt issued by Titan International Inc. to B- from B on March 3,
2016.
Titan International, Inc. manufactures mounted tire and wheel
systems for off-highway equipment used in agriculture,
construction, mining, military, recreation and grounds care. The
Company has worldwide manufacturing and distribution facilities.
TRONOX INC: Bank Debt Trades at 7% Off
--------------------------------------
Participations in a syndicated loan under which Tronox Inc is a
borrower traded in the secondary market at 92.77
cents-on-the-dollar during the week ended Friday, April 1, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.46 percentage points from the
previous week. Tronox Inc pays 300 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
March 15, 2020 and carries Moody's B1 rating and Standard & Poor's
BB+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 1.
UNI-PIXEL INC: Signs Severance Agreements with Top Executives
-------------------------------------------------------------
Uni-Pixel, Inc., after approval by the Compensation Committee of
the Company's Board of Directors, entered into change in control
severance agreements with Jeff Hawthorne, the Company's president
and chief executive officer and Christine Russell, the Company's
chief financial officer, on March 31, 2016, which set out certain
benefits that will be received in the event of a Covered
Termination.
As set forth in the Agreements, Mr. Hawthorn and Ms. Russell will
be employed on an at-will basis. The Agreements provide for a
severance payment to each of the executives in the event of an
executive's dismissal or discharge for reasons other than Cause (as
defined in the Agreements) or as a result of death or disability,
or an executive's termination of employment for Good Reason, either
of which occurs during the period between the date when
negotiations for the change in control of the Company begins and
the date six months following the effective date of such change in
control of the Company. Mr. Hawthorne and Ms. Russell may resign
for "Good Reason" in the event of a reduction in his or her base
salary of at least 10% (provided that it is not part of a general
salary reduction), a material demotion in position and job duties,
or a relocation by more than thirty-five driving miles from the
Company's current location. Under the CEO Agreement, such
severance payment will be equal to two times Mr. Hawthorne's base
salary. Under the Executive Agreement, Ms. Russell's severance
payment will be equal to Ms. Russell's base salary.
In addition to such severance payments, each Agreement provides
that in the event of a Covered Termination, each executive receives
100% of such executive's unvested portion of his or her
then-outstanding equity awards and the Company will reimburse the
executive for health care costs for up to twelve months after such
termination. All severance payments under the Agreements are
conditioned upon execution of a customary release and waiver with
the Company.
A copy of the Form 8-K filing is available for free at:
http://is.gd/0aFhHn
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
Uni-Pixel reported a net loss of $37.02 million on $3.75 million of
revenue for the year ended Dec. 31, 2015, compared to a net loss of
$25.7 million on $0 of revenue for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $26.5 million in total assets,
$7.46 million in total liabilities and $19.08 million in total
shareholders' equity.
VALEANT PHARMACEUTICALS: Bank Debt Trades at 6% Off
---------------------------------------------------
Participations in a syndicated loan under which Valeant
Pharmaceuticals is a borrower traded in the secondary market at
94.22 cents-on-the-dollar during the week ended Friday, April 1,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.74 percentage points
from the previous week. Valeant Pharmaceuticals pays 325 basis
points above LIBOR to borrow under the $2.35 billion facility. The
bank loan matures on April 9, 2022 and carries Moody's Ba2 rating
and Standard & Poor's BB rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended April 1.
VALEANT PHARMACEUTICALS: Egan-Jones Cuts Sr. Unsec. Rating to B
---------------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured rating on
debt issued by Valeant Pharmaceuticals International Inc. to B from
B+ on March 15, 2016. EJR also lowered rating on commercial paper
issued by the Company to B from A3.
Valeant Pharmaceuticals International, Inc. is a multinational
specialty drugs company based in Laval, Quebec, Canada.
VICTORY ENERGY: Chief Financial Officer Fred Smith Resigns
----------------------------------------------------------
Victory Energy Corporation agreed to accept the resignation of its
Chief Financial Officer and Controller, Fred J. Smith, Jr., on
April 4, 2016, according to a regulatory filing with the Securities
and Exchange Commission. The resignation takes effect no later
than April 15, 2016.
In accordance with Mr. Smith's employment agreement, he is required
to assist in the screening, the hiring and the transition planning
of his replacement, among other things. The Company is
interviewing prospective candidates and anticipates having the
chief financial officer position filled permanently or on an
interim basis before the April 15, 2016. The Company wishes Mr.
Smith the best of luck with his future endeavors.
About Victory Energy
Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties. Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.
Victory Energy reported a net loss of $4.90 million on $650,648 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $4.22 million on $695,318 of total revenues for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Victory Energy had $1
million in total assets, $3.73 million in total liabilities and a
total stockholders' deficit of $2.72 million.
Weaver and Tidwell, L.L.P., in Houston, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has
experienced recurring losses since its inception and has an
accumulated deficit. These conditions raise substantial doubt
regarding the Company's ability to continue as a going concern.
VICTORY ENERGY: Weaver and Tidwell Raises Going Concern Doubt
-------------------------------------------------------------
Victory Energy Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$4.90 million on $650,648 of total revenues for the year ended Dec.
31, 2015, compared to a net loss of $4.22 million on $695,318 of
total revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Victory Energy had $1 million in total assets,
$3.73 million in total liabilities and a total stockholders'
deficit of $2.72 million.
Weaver and Tidwell, L.L.P., in Houston, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has
experienced recurring losses since its inception and has an
accumulated deficit. These conditions raise substantial doubt
regarding 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/0Yd9r3
About Victory Energy
Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties. Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.
VIRGIN MEDIA: Egan-Jones Gives NR Status on Unsecured Debt
----------------------------------------------------------
Egan-Jones Ratings Company entered a No Rating status on the
unsecured debt issued by Virgin Media Inc. from B+ on March 4,
2016.
Virgin Media Inc. provides digital cable, broadband Internet,
fixed-line telephony, and mobile services to residential and
business-to-business customers in the United Kingdom.
VYCOR MEDICAL: Fountainhead Reports 49.8% Stake as of March 31
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Fountainhead Capital Management Limited disclosed that
as of March 31, 2016, it beneficially owns 6,481,151 shares of
common stock of Vycor Medical, Inc., representing 49.8 percent of
the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/BG1Qnx
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss available to common shareholders
of $2.25 million on $1.13 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $4.04 million on $1.25 million of revenue for the
year ended Dec. 31, 2014.
As of Dec. 31, 2015, Vycor had $2.02 million in total assets,
$877,009 in total liabilities and $1.14 million in total
stockholders' equity.
The Company's auditors Paritz & Company, P.A., in Hackensack, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015.
WHISKEY ONE: Seeks Sept. 30 Extension of Solicitation Period
------------------------------------------------------------
Whiskey One Eight, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland, for the second time, to extend the Debtor's
exclusive period to obtain acceptances to plan of reorganization
through September 30, 2016.
The Debtor's exclusive right to file a plan of reorganization
expired on February 10, 2016, and to obtain acceptances thereto
expired on April 10, 2016.
On February 10, 2016, the Debtor filed its Plan of Reorganization
pursuant to Chapter 11 of the United States Bankruptcy Code within
the exclusive period it enjoyed for filing a plan. The Plan calls
for the Debtor to reorganize with various sources of cash as the
means for its implementation, including proceeds from debtor in
possession financing that the Debtor intends to secure shortly.
The Debtor has not yet filed a disclosure statement, but intends to
do so as soon as it has Court-approved DIP financing in place,
Lawrence J. Yumkas, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin,
LLC, in Columbia, Maryland -- lyumkas@yvslaw.com -- informs the
Court.
Mr. Yumkas contends that cause exists in this case to extend the
Acceptance Period through and including September 30, 2016,
because: (i) the additional time will afford the Debtor an
opportunity to finalize and obtain approval of debtor in possession
financing to fund its development, administrative expenses and
Plan; (ii) the extension will afford the Debtor time to file a
disclosure statement and obtain its approval over anticipated
objections; (iii) the time will permit the Debtor to continue with
the Court-ordered 2004 discovery and conduct 2004 examinations, as
permitted and appropriate; and, (iv); an extension will not
prejudice any party in interest and will enable the Debtor to
conserve its resources by not being forced to respond needlessly to
competing plans.
Granting the requested extension of the Acceptance Period will not
adversely affect the Debtor's creditors; in fact, an extension will
benefit the Debtor's creditors, Mr. Yumkas says. He points out
that if the Debtor is granted additional time, the Debtor can
obtain Court approval to secure debtor in possession financing to
fund its development and to effectively reorganize.
FAIRMD Objects
FAIRMD, LLC, a secured creditor of the Debtor, asserts that this
single asset real estate debtor has been in bankruptcy for several
months, but it has yet to obtain debtor-in-possession financing
that would enable it to develop its sole asset.
"The Debtor filed a skeleton plan on the last day of the exclusive
period, rebuffed efforts to negotiate, and now asks for an
extension of six months to confirm its unconfirmable plan," Lisa
Bittle Tancredi, Esq., at Gebhardt & Smith LLP, in Baltimore,
Maryland -- ltancredi@gebmith.com -- tells the Court. Meanwhile,
Ms. Tancredi asserts, the likelihood of the successful development
of the property diminishes.
Ms. Tancredi contends that the Court should permit the exclusive
period to expire, level the playing field, and allow creditors to
file their own plan and move the development forward.
FAIRMD, LLC is represented by:
Lawrence J. Gebhardt, Esq.
Lisa Bittle Tancredi, Esq.
Michael D. Nord, Esq.
Keith M. Lusby, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, MD 21202
Telephone: (410) 385-5048
Facsimile: (443) 957-1920
E-mail: lgebh@gebsmith.com
ltancredi@gebmith.com
mnord@gebsmith.com
klusby@gebsmith.com
About Whiskey One
Whiskey One Eight, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois
signed the petition as managing member. The Debtor disclosed total
assets of $18,008,600 and total liabilities of $5,100,057 as of the
Chapter 11 filing.
Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as
the Debtor's counsel. Judge David E. Rice presides over the case.
The Debtor, on Feb. 10, 2016, filed with the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, a plan of
reorganization, which impairs all general unsecured claims. A
full-text copy of the Plan is available at
http://bankrupt.com/misc/WOEplan0210.pdf
WHITING PETROLEUM: Egan-Jones Cuts Sr. Unsecured Rating to CCC
--------------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured rating for
debt issued by Whiting Petroleum Corp. to CCC from CCC+ on March 7,
2016.
Whiting Petroleum Corporation is involved in oil and natural gas
exploitation, acquisition, and exploration activities. The Company
focuses on lower risk, long-lived oil and natural gas properties
located primarily in the Gulf Coast/Permian Basin, Rocky Mountains,
Michigan, and Mid-Continent regions of the United States.
WINDSTREAM HOLDINGS: Egan-Jones Ups Commercial Paper Rating to B
----------------------------------------------------------------
Egan-Jones Ratings Company hiked the rating on the commercial paper
issued by Windstream Holdings Inc. to B from C on March 8,2016.
Based in Little Rock, Arkansas, Windstream Holdings, Inc. provides
network communications and technology solutions for consumers,
businesses, enterprise organizations, and carrier partners in the
United States.
[*] Simpson Thacher's Vyskocil Sworn as SDNY Bankruptcy Judge
-------------------------------------------------------------
Simpson Thacher & Bartlett LLP on April 8 announced that Mary Kay
Vyskocil was sworn in by the United States Court of Appeals for the
Second Circuit as a United States Bankruptcy Judge for the Southern
District of New York. Judge Vyskocil, most recently a Litigation
Partner in the New York Office, officially assumed her duties on
April 8.
Judge Vyskocil practiced law at Simpson Thacher for more than
thirty years as a member of the Firm's Litigation Department. She
is a seasoned trial attorney and appellate advocate with a diverse
practice handling complex commercial cases, including major
insurance and reinsurance disputes, bankruptcy-related issues,
contract and tort issues, securities and antitrust law.
"Mary Kay is a widely respected trial lawyer who has been a valued
colleague and a leader of our Insurance Litigation Practice," said
Bill Dougherty, Chairman of Simpson Thacher's Executive Committee.
"We are proud of all that she has achieved and congratulate her on
this distinguished appointment."
Judge Vyskocil joined Simpson Thacher after graduation from law
school. In three decades of trial practice, she has litigated some
of the most significant insurance and reinsurance cases,
representing major domestic and foreign insurers in complex
coverage litigations, including numerous arbitrations, jury trials
and appellate arguments. She played a pivotal role in the highly
publicized victory for Swiss Re in the World Trade Center trial.
Other high profile cases included an environmental coverage case
against Shell Oil Co., antitrust cases in the New York Court of
Appeals and the U.S. Supreme Court, and a long running case
involving reinsurance for a billion dollar settlement of
asbestos-related claims.
Outside the insurance area, Judge Vyskocil represented Countrywide
and UBS in connection with major litigations involving residential
mortgage-backed securities. She also represented former officers
of Washington Mutual Bank in ERISA and securities cases and in
litigation with the FDIC. She was involved in the successful
representation of JPMorgan Chase resulting in a $350 million
verdict in a trial of a breach of guarantee action against Motorola
arising out of the Iridium telecommunications transaction. She was
involved in the representation of Paramount Communications in the
Paramount-Viacom-QVC takeover litigation and represented Matsushita
Electrical Industries in MCA v. Epstein, which was successfully
argued in the U.S. Supreme Court. Finally, she was successful at
trial for the Dish Network in a licensing agreement case.
Active in professional organizations and community affairs, Judge
Vyskocil has served as Vice President and a member of the Executive
Committee of the Federal Bar Council and was Chair of its Second
Circuit Court Committee. She is a founding Member and Officer of
the New York Inn of Court.
She has had numerous judicial appointments including service from
1994 to 1997 as a co-chair of one of the subcommittees involved in
the Second Circuit Study on Racial, Ethnic & Gender Fairness;
service on the SDNY Judicial Improvement Committee Advisory Group;
and most recently, as a Departmental Disciplinary Committee hearing
referee and a member of the SDNY Judicial Merits Selection Panel
(for Magistrate Judges). In May 2013, she was invited by the Chief
Judge of the State of New York to serve as a member of the Advisory
Council on the New York State Commercial Division. In 2014, she
was elected to the Board of the Historical Society of the New York
Courts, nominated by Chief Judge Lippman.
Judge Vyskocil has been a member of the Board of Directors of the
Judges & Lawyers Breast Cancer Alert ("JALBCA") and a trustee of
St. Joseph's Seminary. She has served as a member of the Board of
Directors of the New York Community Trust, a member of the
Executive Committee of the Lawyers Committee of the Inner-City
Scholarship Fund and a trustee of Dominican College of Blauvelt.
She is President Emeritus of the Alumni Board of Directors at St.
John's University School of Law and serves on the Dean's Advisory
Council of the Law School. She has also served on the law school's
Dean Search Committee.
Judge Vyskocil received her J.D. from St. John's University School
of Law in 1983 and her B.A. from Dominican College of Blauvelt,
summa cum laude and Valedictorian, in 1980.
Clients worldwide rely on Simpson Thacher's Litigation Practice for
their most formidable disputes. With litigators in New York,
Washington, D.C., Palo Alto, Los Angeles, London and Hong Kong, the
Firm offers clients a substantial bench of talent to resolve a wide
array of issues. The Firm's litigators counsel clients on
high-stakes litigation, cross-border disputes, as well as
government and internal investigations.
About Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP -- http://www.simpsonthacher.com--
is one of the world's leading international law firms. The Firm
was established in 1884 and has more than 900 lawyers.
Headquartered in New York with offices in Beijing, Hong Kong,
Houston, London, Los Angeles, Palo Alto, Sao Paulo, Seoul, Tokyo
and Washington, D.C., the Firm provides coordinated legal advice
and transactional capability to clients around the globe.
[^] BOND PRICING: For the Week From April 4 to 8, 2016
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
99 Cents Only Stores LLC NDN 11.00 44.50 12/15/2019
A. M. Castle & Co CAS 12.75 71.97 12/15/2016
A. M. Castle & Co CAS 7.00 46.25 12/15/2017
ACE Cash Express Inc AACE 11.00 40.00 2/1/2019
ACE Cash Express Inc AACE 11.00 41.00 2/1/2019
Affinion Investments LLC AFFINI 13.50 44.00 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.25 1.26 8/1/2015
Alpha Natural Resources Inc ANR 6.00 0.10 6/1/2019
Alpha Natural Resources Inc ANR 6.25 1.35 6/1/2021
Alpha Natural Resources Inc ANR 7.50 0.50 8/1/2020
Alpha Natural Resources Inc ANR 3.75 0.25 12/15/2017
Alpha Natural Resources Inc ANR 4.88 0.25 12/15/2020
Alpha Natural Resources Inc ANR 7.50 0.83 8/1/2020
Alpha Natural Resources Inc ANR 7.50 0.50 8/1/2020
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 9.63 28.17 10/15/2018
American Eagle Energy Corp AMZG 11.00 17.25 9/1/2019
American Eagle Energy Corp AMZG 11.00 16.38 9/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.13 30.50 11/1/2020
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.38 30.00 11/1/2021
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.12 24.00 8/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.12 29.25 8/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.38 30.00 11/1/2021
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.13 29.75 11/1/2020
American Gilsonite Co AMEGIL 11.50 53.00 9/1/2017
American Gilsonite Co AMEGIL 11.50 52.75 9/1/2017
Appvion Inc APPPAP 9.00 30.09 6/1/2020
Appvion Inc APPPAP 9.00 38.13 6/1/2020
Arch Coal Inc ACI 7.00 0.80 6/15/2019
Arch Coal Inc ACI 7.25 0.88 6/15/2021
Arch Coal Inc ACI 7.25 0.42 10/1/2020
Arch Coal Inc ACI 8.00 1.38 1/15/2019
Arch Coal Inc ACI 8.00 0.73 1/15/2019
Armstrong Energy Inc ARMS 11.75 36.63 12/15/2019
Armstrong Energy Inc ARMS 11.75 30.00 12/15/2019
Aspect Software Inc ASPECT 10.63 63.00 5/15/2017
Aspect Software Inc ASPECT 10.63 62.75 5/15/2017
Aspect Software Inc ASPECT 10.63 62.75 5/15/2017
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.25 13.37 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 7.75 13.48 1/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.25 11.38 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.25 11.38 8/15/2021
Avaya Inc AVYA 10.50 28.75 3/1/2021
Avaya Inc AVYA 10.50 33.75 3/1/2021
BPZ Resources Inc BPZR 6.50 5.00 3/1/2015
BPZ Resources Inc BPZR 6.50 2.48 3/1/2049
Basic Energy Services Inc BAS 7.75 29.50 2/15/2019
Berry Petroleum Co LLC LINE 6.38 18.25 9/15/2022
Berry Petroleum Co LLC LINE 6.75 20.06 11/1/2020
Black Elk Energy Offshore
Operations LLC /
Black Elk Finance Corp BLELK 13.75 2.25 12/1/2015
Bonanza Creek Energy Inc BCEI 6.75 26.92 4/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.88 6.69 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.63 6.75 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.63 5.75 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.63 5.75 10/15/2020
Caesars Entertainment
Operating Co Inc CZR 10.00 41.00 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 12.75 39.00 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.00 40.25 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.75 38.25 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 5.75 12.25 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.00 40.38 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.00 40.00 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.00 40.38 12/15/2018
California Resources Corp CRC 5.00 23.20 1/15/2020
California Resources Corp CRC 5.50 22.70 9/15/2021
Cenveo Corp CVO 11.50 34.28 5/15/2017
Cenveo Corp CVO 7.00 43.25 5/15/2017
Chaparral Energy Inc CHAPAR 7.63 19.25 11/15/2022
Chaparral Energy Inc CHAPAR 8.25 19.13 9/1/2021
Chaparral Energy Inc CHAPAR 9.88 19.13 10/1/2020
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chesapeake Energy Corp CHK 6.50 65.90 8/15/2017
Chesapeake Energy Corp CHK 3.87 37.00 4/15/2019
Chesapeake Energy Corp CHK 2.50 59.95 5/15/2037
Chesapeake Energy Corp CHK 2.50 62.50 5/15/2037
Chesapeake Energy Corp CHK 2.25 40.00 12/15/2038
Claire's Stores Inc CLE 8.88 27.05 3/15/2019
Claire's Stores Inc CLE 7.75 22.00 6/1/2020
Claire's Stores Inc CLE 10.50 62.87 6/1/2017
Claire's Stores Inc CLE 7.75 21.38 6/1/2020
Clean Energy Fuels Corp CLNE 5.25 60.25 10/1/2018
Clean Energy Fuels Corp CLNE 7.50 86.44 8/30/2016
Cliffs Natural
Resources Inc CLF 5.95 52.50 1/15/2018
Cliffs Natural
Resources Inc CLF 5.90 30.69 3/15/2020
Cliffs Natural
Resources Inc CLF 4.80 30.23 10/1/2020
Cliffs Natural
Resources Inc CLF 7.75 30.75 3/31/2020
Cliffs Natural
Resources Inc CLF 7.75 34.00 3/31/2020
Community Choice
Financial Inc CCFI 10.75 42.75 5/1/2019
Comstock Resources Inc CRK 7.75 14.34 4/1/2019
Comstock Resources Inc CRK 9.50 12.26 6/15/2020
Cumulus Media Holdings Inc CMLS 7.75 37.07 5/1/2019
EPL Oil & Gas Inc EXXI 8.25 5.78 2/15/2018
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.00 32.25 4/15/2019
EXCO Resources Inc XCO 7.50 29.08 9/15/2018
EXCO Resources Inc XCO 8.50 18.25 4/15/2022
Eagle Rock Energy
Partners LP / Eagle Rock
Energy Finance Corp EROC 8.38 16.38 6/1/2019
Emerald Oil Inc EOX 2.00 2.00 4/1/2019
Endeavour
International Corp END 12.00 1.02 3/1/2018
Endeavour
International Corp END 12.00 1.02 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.00 1.97 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.00 1.97 7/1/2019
Energy Conversion
Devices Inc ENER 3.00 7.88 6/15/2013
Energy Future
Holdings Corp TXU 9.75 20.00 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 10.00 3.00 12/1/2020
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.75 20.00 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 10.00 3.00 12/1/2020
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 6.88 2.80 8/15/2017
Energy XXI Gulf Coast Inc EXXI 11.00 15.63 3/15/2020
Energy XXI Gulf Coast Inc EXXI 9.25 6.10 12/15/2017
Energy XXI Gulf Coast Inc EXXI 7.75 2.95 6/15/2019
Energy XXI Gulf Coast Inc EXXI 6.88 3.25 3/15/2024
Energy XXI Gulf Coast Inc EXXI 7.50 3.25 12/15/2021
FBOP Corp FBOPCP 10.00 1.84 1/15/2009
FTS International Inc FTSINT 6.25 12.58 5/1/2022
FairPoint Communications
Inc/Old FRP 13.13 1.88 4/2/2018
Federal Farm Credit Banks FFCB 2.39 100.00 3/6/2023
Federal Farm Credit Banks FFCB 2.38 99.80 2/9/2023
Federal Farm Credit Banks FFCB 3.04 99.60 3/6/2028
Federal Farm Credit Banks FFCB 3.13 99.34 11/6/2029
Federal Farm Credit Banks FFCB 2.40 99.59 3/27/2023
Federal Home Loan Banks FHLB 1.95 99.52 6/23/2020
Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011
Forbes Energy Services Ltd FES 9.00 38.90 6/15/2019
Goodman Networks Inc GOODNT 12.13 41.59 7/1/2018
Goodrich Petroleum Corp GDPM 8.88 4.88 3/15/2018
Goodrich Petroleum Corp GDPM 8.88 4.58 3/15/2018
Gymboree Corp/The GYMB 9.13 34.47 12/1/2018
Halcon Resources Corp HKUS 9.75 20.13 7/15/2020
Halcon Resources Corp HKUS 13.00 30.25 2/15/2022
Halcon Resources Corp HKUS 8.88 18.00 5/15/2021
Halcon Resources Corp HKUS 9.25 21.75 2/15/2022
Halcon Resources Corp HKUS 13.00 31.00 2/15/2022
Hexion Inc HXN 9.20 27.09 3/15/2021
Horsehead Holding Corp ZINC 3.80 7.88 7/1/2017
Horsehead Holding Corp ZINC 10.50 56.00 6/1/2017
Horsehead Holding Corp ZINC 9.00 20.00 6/1/2017
Horsehead Holding Corp ZINC 10.50 55.50 6/1/2017
Horsehead Holding Corp ZINC 10.50 55.50 6/1/2017
Hyatt Hotels Corp H 3.88 100.66 8/15/2016
ION Geophysical Corp IO 8.13 47.75 5/15/2018
Illinois Power
Generating Co DYN 6.30 33.25 4/1/2020
Illinois Power
Generating Co DYN 7.00 37.49 4/15/2018
IronGate Energy
Services LLC IRONGT 11.00 25.00 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 24.50 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 24.50 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 24.50 7/1/2018
Key Energy Services Inc KEG 6.75 19.50 3/1/2021
Las Vegas Monorail Co LASVMC 5.50 3.13 7/15/2019
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.00 26.00 12/1/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.63 21.16 12/1/2021
Lehman Brothers
Holdings Inc LEH 4.00 4.83 4/30/2009
Lehman Brothers
Holdings Inc LEH 2.07 4.83 6/15/2009
Lehman Brothers
Holdings Inc LEH 2.00 4.83 3/3/2009
Lehman Brothers
Holdings Inc LEH 5.00 4.83 2/7/2009
Lehman Brothers Inc LEH 7.50 1.23 8/1/2026
Linn Energy LLC /
Linn Energy Finance Corp LINE 8.63 8.50 4/15/2020
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.50 9.91 5/15/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 7.75 9.81 2/1/2021
Linn Energy LLC /
Linn Energy Finance Corp LINE 12.00 16.00 12/15/2020
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.25 9.80 11/1/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.50 9.95 9/15/2021
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.25 84.00 11/1/2019
Linn Energy LLC /
Linn Energy Finance Corp LINE 6.25 9.75 11/1/2019
Logan's Roadhouse Inc LGNS 10.75 39.88 10/15/2017
MF Global Holdings Ltd MF 3.38 23.50 8/1/2018
MModal Inc MODL 10.75 10.13 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.00 8.00 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.00 8.00 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.00 8.00 5/15/2018
Magnum Hunter
Resources Corp MHRC 9.75 22.00 5/15/2020
Memorial Production
Partners LP / Memorial
Production Finance Corp MEMP 7.63 28.10 5/1/2021
Memorial Production
Partners LP / Memorial
Production Finance Corp MEMP 6.88 27.00 8/1/2022
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.00 41.50 6/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 4.08 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.25 1.50 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.00 28.25 6/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 4.02 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 4.02 10/1/2020
Molycorp Inc MCP 10.00 7.00 6/1/2020
Molycorp Inc MCP 5.50 1.13 2/1/2018
Murray Energy Corp MURREN 11.25 13.88 4/15/2021
Murray Energy Corp MURREN 11.25 13.75 4/15/2021
Murray Energy Corp MURREN 9.50 13.25 12/5/2020
Murray Energy Corp MURREN 9.50 13.25 12/5/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.25 29.00 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.25 29.00 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.25 28.88 5/15/2019
Nine West Holdings Inc JNY 8.25 28.25 3/15/2019
Nine West Holdings Inc JNY 6.88 17.50 3/15/2019
Nine West Holdings Inc JNY 8.25 23.25 3/15/2019
Nuverra Environmental
Solutions Inc NESC 9.88 31.89 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.54 13.13 1/29/2020
Peabody Energy Corp BTU 6.00 6.16 11/15/2018
Peabody Energy Corp BTU 6.50 5.72 9/15/2020
Peabody Energy Corp BTU 10.00 7.19 3/15/2022
Peabody Energy Corp BTU 6.25 6.15 11/15/2021
Peabody Energy Corp BTU 4.75 0.59 12/15/2041
Peabody Energy Corp BTU 7.88 7.20 11/1/2026
Peabody Energy Corp BTU 10.00 8.25 3/15/2022
Peabody Energy Corp BTU 6.00 6.63 11/15/2018
Peabody Energy Corp BTU 6.25 2.75 11/15/2021
Peabody Energy Corp BTU 6.00 6.63 11/15/2018
Peabody Energy Corp BTU 6.25 7.00 11/15/2021
Penn Virginia Corp PVAH 7.25 9.14 4/15/2019
Penn Virginia Corp PVAH 8.50 12.20 5/1/2020
Permian Holdings Inc PRMIAN 10.50 38.63 1/15/2018
Permian Holdings Inc PRMIAN 10.50 38.63 1/15/2018
PetroQuest Energy Inc PQ 10.00 48.25 9/1/2017
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.25 39.50 10/1/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.25 46.80 10/1/2018
Quicksilver Resources Inc KWKA 9.13 2.13 8/15/2019
Quicksilver Resources Inc KWKA 11.00 2.13 7/1/2021
Resolute Energy Corp REN 8.50 30.90 5/1/2020
Rex Energy Corp REXX 8.88 13.98 12/1/2020
Rex Energy Corp REXX 6.25 13.09 8/1/2022
Rolta LLC RLTAIN 10.75 48.75 5/16/2018
SFX Entertainment Inc SFXE 9.63 2.00 2/1/2019
SFX Entertainment Inc SFXE 9.63 2.00 2/1/2019
SFX Entertainment Inc SFXE 9.63 2.00 2/1/2019
SFX Entertainment Inc SFXE 9.63 2.00 2/1/2019
Sabine Oil & Gas Corp SOGC 7.25 1.50 6/15/2019
Sabine Oil & Gas Corp SOGC 7.50 1.38 9/15/2020
Sabine Oil & Gas Corp SOGC 7.50 1.35 9/15/2020
Sabine Oil & Gas Corp SOGC 7.50 1.35 9/15/2020
Samson Investment Co SAIVST 9.75 0.75 2/15/2020
SandRidge Energy Inc SD 8.75 23.25 6/1/2020
SandRidge Energy Inc SD 7.50 6.25 3/15/2021
SandRidge Energy Inc SD 8.13 5.10 10/15/2022
SandRidge Energy Inc SD 8.75 5.75 1/15/2020
SandRidge Energy Inc SD 7.50 4.50 2/15/2023
SandRidge Energy Inc SD 8.75 25.25 6/1/2020
SandRidge Energy Inc SD 8.13 5.00 10/16/2022
SandRidge Energy Inc SD 7.50 5.00 2/16/2023
SandRidge Energy Inc SD 7.50 5.88 3/15/2021
SandRidge Energy Inc SD 7.50 5.88 3/15/2021
Sequa Corp SQA 7.00 15.00 12/15/2017
Sequa Corp SQA 7.00 14.50 12/15/2017
Seventy Seven Energy Inc SSE 6.50 3.96 7/15/2022
Seventy Seven Operating LLC SSE 6.63 25.70 11/15/2019
Seventy Seven Operating LLC SSE 6.63 35.70 11/15/2019
Seventy Seven Operating LLC SSE 6.63 28.50 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.75 7.50 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.75 7.25 11/15/2019
Solazyme Inc SZYM 6.00 52.00 2/1/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.75 61.00 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.75 58.00 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.75 60.75 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.75 60.75 5/15/2018
Speedy Group Holdings Corp SPEEDY 12.00 45.75 11/15/2017
Speedy Group Holdings Corp SPEEDY 12.00 45.75 11/15/2017
SquareTwo Financial Corp SQRTW 11.63 28.00 4/1/2017
Stone Energy Corp SGY 1.75 27.00 3/1/2017
SunEdison Inc SUNE 2.00 5.75 10/1/2018
SunEdison Inc SUNE 0.25 6.50 1/15/2020
SunEdison Inc SUNE 2.38 4.63 4/15/2022
SunEdison Inc SUNE 3.38 5.50 6/1/2025
SunEdison Inc SUNE 2.75 6.00 1/1/2021
SunEdison Inc SUNE 2.63 3.00 6/1/2023
Swift Energy Co SFY 7.88 5.00 3/1/2022
Swift Energy Co SFY 7.13 8.90 6/1/2017
Swift Energy Co SFY 8.88 6.20 1/15/2020
Syniverse Holdings Inc SVR 9.13 49.00 1/15/2019
TMST Inc THMR 8.00 12.70 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 31.00 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 31.25 2/15/2018
Terrestar Networks Inc TSTR 6.50 10.00 6/15/2014
TetraLogic
Pharmaceuticals Corp TLOG 8.00 23.83 6/15/2019
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.25 3.50 11/1/2015
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.50 28.00 10/1/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 15.00 3.84 4/1/2021
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.25 4.13 11/1/2015
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 15.00 1.49 4/1/2021
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.50 30.75 10/1/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.25 3.25 11/1/2015
Triangle USA Petroleum Corp TPLM 6.75 19.00 7/15/2022
Triangle USA Petroleum Corp TPLM 6.75 18.25 7/15/2022
Trilogy International
Partners LLC / Trilogy
International Finance Inc TRIINT 10.25 88.75 8/15/2016
Trilogy International
Partners LLC / Trilogy
International Finance Inc TRIINT 10.25 88.50 8/15/2016
Truven Health Analytics Inc TRUHEA 10.63 106.38 6/1/2020
UCI International LLC UCII 8.63 15.00 2/15/2019
Vanguard Natural
Resources LLC /
VNR Finance Corp VNR 7.88 18.80 4/1/2020
Venoco Inc VQ 8.88 0.10 2/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.75 13.00 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.75 13.50 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.75 0.10 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.75 4.54 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.75 10.38 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.75 4.54 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.75 10.38 1/15/2019
Violin Memory Inc VMEM 4.25 34.00 10/1/2019
W&T Offshore Inc WTI 8.50 10.45 6/15/2019
Walter Energy Inc WLTG 9.50 13.25 10/15/2019
Walter Energy Inc WLTG 9.50 12.00 10/15/2019
Walter Energy Inc WLTG 9.50 12.00 10/15/2019
Walter Energy Inc WLTG 9.50 12.00 10/15/2019
Warren Resources Inc WRES 9.00 0.13 8/1/2022
Warren Resources Inc WRES 9.00 0.33 8/1/2022
Warren Resources Inc WRES 9.00 0.33 8/1/2022
iHeartCommunications Inc IHRT 10.00 40.00 1/15/2018
iHeartCommunications Inc IHRT 6.88 53.80 6/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***