/raid1/www/Hosts/bankrupt/TCR_Public/160422.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, April 22, 2016, Vol. 20, No. 113
Headlines
315 ARDEN: Asks Court to Extend Solicitation Period to June 24
AAR CORP: Egan-Jones Hikes Sr. Unsecured Rating to BB+
AES CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB-
AF-SOUTHEAST LLC: Hires PMCM LLC as CRO Provider
AF-SOUTHEAST LLC: Secures $4.5 Million DIP Financing
AF-SOUTHEAST LLC: Taps Fox Rothschild as Attorneys
AFFINITY HEALTHCARE: April 28 Hearing on Bid to Close Alexandria
AFFINITY HEALTHCARE: Seeks 90-Day Extension of Exclusivity
AIX ENERGY: DIP Financing Terminated After Plan Filing
AIX ENERGY: Joint Admin. Bid Denied But Case Goes Antero Judge
AIX ENERGY: Judge Gives Control to Ch.11 Trustee Due to Conflicts
AIX ENERGY: Searcy Named Chapter 11 Trustee
APX GROUP: Moody's Affirms B2 Corporate Family Rating
ASCENT RESOURCES: Moody's Cuts Corporate Family Rating to Ca
ASPECT SOFTWARE: Hires Klehr Harrison as Co-counsel
ASPECT SOFTWARE: Wants Plan Confirmation Process Cut by 2 Weeks
ATI HOLDINGS: Moody's Assigns B2 CFR & Rates New $705MM Loans B1
ATI HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
BACK9NETWORK INC: Asks Court to Extend Exclusivity to June 1
BILL BARRETT: Updates Commodity Price and Derivative Information
BLACK ELK ENERGY: Fieldwood Entities Object to Plan Disclosures
BOREAL WATER: Seeking New Auditor to Replace Terry Johnson
BTCS INC: Deane Gilliam Reports 4.9% Stake as of March 22
BUDD COMPANY: Hearing Today on 7th Amended Disclosures
BUFFETS LLC: 341 Meeting of Creditors Adjourned to May 23
BUFFETS LLC: Committee Hires Greenberg Traurig as Counsel
BX ACQUISITIONS: Selling Personal Property for $46,000
CARDIFF BEACH: Case Summary & 3 Unsecured Creditors
CCNG ENERGY PARTNERS: Selling Cadillac Escalade for $1
CINCINNATI TERRACE: Proposes to Sell Cincinnati Property
COMMONWEALTH RENEWABLE: No Need for Ch. 11 Trustee, Court Rules
CONTROL SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
DELTA MECHANICAL: Exclusivity Extended to May 17, UCC Plan Shelved
DIVERSE ENERGY: Gets OK to Distribute Proceeds from Cimarron Sale
DJ SIMMONS: Hires Gerding & O'Loughlin as Special Counsel
ELO TOUCH: S&P Withdraws 'CCC+' Corporate Credit Rating
ENERGY XXI: Pay $10.2M to Mineral Interests Owners
ENERGY XXI: Seeks to Continue Surety Bond Program
EVEREST HOLDINGS: S&P Affirms 'B-' CCR & Revises Outlook to Neg.
EXCELITAS TECHNOLOGIES: Moody's Cuts Corp. Family Rating to Caa1
FIRST DATA: Extends Maturity of $2.6 Billion Term Loans to 2021
FOG CAP RETAIL: Case Summary & 15 Largest Unsecured Creditors
FOUNDATION HEALTHCARE: Robert Byers Quits as Board Advisor
GEORGIA PROTON: Extends Time to Reply to Inv. Filing to Apr. 30
GLOBALSTAR INC: Egan-Jones Cuts LC Commercial Paper Rating to D
GORFIEN & JACOBSOHN: Marc P. Barmat Named Ch. 11 Trustee
GRIDWAY ENERGY: Deadline to Remove Suits Extended to July 5
HEARTLAND FARMS: U.S. Trustee Unable to Appoint Committee
HORSEHEAD HOLDING: Taps Thornton Grout as Canadian Atty to Director
HOVNANIAN ENTERPRISES: Moody's Cuts Corp Family Rating to Caa2
ICE HOLDINGS: Case Summary & 16 Largest Unsecured Creditors
ICE REAL ESTATE: Case Summary & 11 Unsecured Creditors
IMH FINANCIAL: Names Samuel Montes Chief Financial Officer
INSTITUTE OF CARDIOVASCULAR: Case Summary & Top Unsec. Creditors
INTERVAL LEISURE: S&P Affirms 'BB+' CCR on Vistana Merger Approval
ISTAR INC: Files Articles Supplementary Adopting Board Resolutions
JTS LLC: Wants to Enter into IPFS Premium Finance Agreement
KEHE DISTRIBUTORS: S&P Lowers CCR to 'B-' on Profitability Erosion
KEVIN WILLIAM KLIEFOTH: Selling Travis County Property for $310K
KING CHAVEZ ACADEMIES: S&P Rates Series 2016A/B Bonds 'BB+'
KLD ENERGY: Sec. 341 Meeting of Creditors Set on May 3
MAGNUM HUNTER: Deadline to Consummate Plan Moved to May 3
MAGNUM HUNTER: Inks 4th Amendment to DIP Loan Agreement
MALIBU LIGHTING: ODC Selling Dallas Property for $2.61M
MALIBU LIGHTING: ODC Selling Olive Branch Property for $1M
MCGRAW-HILL GLOBAL: Fitch Puts 'B+' IDR on Positive Watch
MELENDEZ ENTERPRISES: Voluntary Chapter 11 Case Summary
MOBILE IV SYSTEMS: U.S. Trustee Unable to Appoint Committee
MONTREAL MAINE: Deadline for Final Decree Extended to Aug. 8
MUNISH SAWHNEY: Asks Court to Extend Plan Exclusivity to Aug. 8
NAVISTAR INT'L: Egan-Jones Cuts FC Sr. Unsecured Rating to CCC-
NEENAH FOUNDRY: Moody's Affirms B2 Corporate Family Rating
NORANDA ALUMINUM: Judge Approves Deadlines to File Proofs of Claim
NUO THERAPEUTICES: Louisiana Revenue Dept Objects to Plan
NUO THERAPEUTICES: Plan Supplement Filed Ahead of April 25 Hearing
OLIN VIRTUAL: Case Summary & 20 Largest Unsecured Creditors
PARKLANDS OFFICE: Sec. 341 Meeting Scheduled for April 25
POSTROCK ENERGY: Ch. 11 Trustee Hires Fellers Snider as Counsel
PREMIER GOLF: Gets Approval for Premium Financing Deal With IPFS
PRIMORSK INTERNATIONAL: 341 Meeting of Creditors Set for April 29
QUEST SOLUTION: Reports Fourth Quarter 2015 Results
RAINEY & ASSOCIATES: Asks Court to Extend Exclusivity by 7 Days
RAMON AGUIRRE: Bid to Modify Plan to Extend Tax Payment Date Denied
RAYONIER A.M.: Moody's Lowers Corporate Family Rating to Ba3
RECOVERY CENTERS: Hires Brenda Waldrop as Bookkeeper
RELATIVITY FASHION: Court Names Robert J. Keach as Fee Examiner
RESPONSE GENETICS: Wins Dismissal of Chapter 11 Case
RON SAMUEL ISRAELI: Settlement, $100K Loan From Panitch Approved
SABINE OIL: Stay Pending Appeal of STN Motions Denial Sought
SBN FOG CAP: Case Summary & 8 Unsecured Creditors
SDI SOLUTIONS: Arent Fox Represents Unsecured Creditors' Committee
SKYBRIDGE SPECTRUM: Court Allows Receiver to Renew FCC Licenses
SKYBRIDGE SPECTRUM: Needs Until April 24 to File Schedules
SPORTS AUTHORITY: Proposes August 29 Governmental Bar Date
SPORTS AUTHORITY: Seeks Approval of PBS Vendor Agreement
ST. MICHAEL'S MEDICAL: Has Deal Resolving Committee's DIP Objection
SUNEDISON INC: Case Summary & 40 Largest Unsecured Creditors
SUNEDISON INC: Files for Bankruptcy, Secures $300M in Financing
TAYLOR-WHARTON: Expects to File Liquidation Plan Prior to May 10
THREE ANGELS: Voluntary Chapter 11 Case Summary
TLC HEALTH: 341 Meeting of Creditors Adjourned to May 16
TRANS COASTAL: Hires Beth Brotherton as Counsel
ULTIMATE NUTRITION: Judge Issues Final Decree to Close Cases
UNIVERSAL WELL: U.S. Trustee Forms 3-Member Committee
USA DISCOUNTERS: Panel Wants to End Exclusivity, A&M Fees Slashed
VENOCO INC: Court Approves Amended Plan Support Deal
VIACOM INC: Moody's Comments on Carriage Dispute with DISH
VILLA PIZZA: Asks Court to Extend Plan Exclusivity to Sept. 5
VIREOL BIO ENERGY: Court OKs Sale of 2010 Chrysler 300C
WALTER ENERGY: Closes Sale of Core Assets to Warrior Met
WINDSOR FINANCIAL: ASICS Wants Case Converted to Chapter 7
WINDSOR FINANCIAL: Seeks July 13 Removal Deadline Extension
WOOD RESOURCE: Columbia Bank, 3 Others Appointed to Committee
WOODVILLE LUMBER: Seeks Joint Administration of Cases
[*] Moody's B3-Neg & Lower Corp. Ratings List Matches Record High
[^] BOOK REVIEW: EPIDEMIC OF CARE
*********
315 ARDEN: Asks Court to Extend Solicitation Period to June 24
--------------------------------------------------------------
315 Arden LLC asks the U.S. Bankruptcy Court for the Central
District of California to extend the period within which it has the
exclusive right to solicit and obtain acceptances of a Chapter 11
plan.
The current 180-day exclusive solicitation period extends through
April 25, 2016. For purposes of maintaining its right to file a
plan, the Debtor wants the solicitation period extended through and
including June 24, 2016, without prejudice to further extensions.
The Debtor filed and served its proposed Disclosure Statement and
Plan of Reorganization on Dec. 28, 2015. The Court approved the
Disclosure Statement at a hearing on March 23 and set a
confirmation hearing for June 7.
"A competing plan of reorganization being filed at this stage of
the case is highly unlikely. Nevertheless, the benefits of
preserving exclusivity through the requested extension
unequivocally outweigh the risks of opening the door to competing
plans, no matter how minor that risk may be," the Debtor tells the
Court.
315 Arden owns a business property, which consists of 56,628 sq
feet of land, with a one-story commercial building consisting of
22,680 sq. feet, including fixtures and improvements. The
commercial property is currently unoccupied although the Debtor
intends to market the property for lease.
The Debtor sought Chapter 11 bankruptcy to avoid foreclosure of the
commercial property by its previous owner.
The Debtor purchased the property from W Line for $6.5 million,
consisting of $5 million in cash and a promissory note for $1.5
million.
The Debtor later learned that W Line and its agents induced the
Debtor into purchasing the commercial property through fraud,
misrepresentations, and other actionable conduct. The Debtor
commenced an action in state court against W Line, the brokers, the
tenants and others, alleging breach of contract, fraud and
intentional misrepresentations, among others.
W Line, the seller of the property, served a notice of default in
August 2015 threatening foreclosure if the Debtor failed to pay the
balance due on the W Line Note in the amount of $1,568,569.
The Debtor decided to seek bankruptcy protection as it attempts to
restructure its financial obligations, as well as allow the Debtor
an opportunity to pursue its state court action and other rights of
action.
315 Arden, LLC, based in Los Angeles, Calif., filed for Chapter 11
bankruptcy (Bankr. C.D. Cal. Case No. 15-26483) on October 27,
2015. Hon. Barry Russell presides over the case. In its
petition, 315 Arden estimated $1 million to $10 million in both
assets and liabilities. The petition was signed by Tzepah
Freedland, managing member.
The Debtor is represented by:
Sandford Frey, Esq.
Stuart I. Koenig, Esq.
CREIM MACIAS KOENIG & FREY, LLP
633 W Fifth St 48th Fl
Los Angeles, CA 90071
Tel: 213-614-1944
E-mail: Sfrey@cmkllp.com
skoenig@cmkllp.com
AAR CORP: Egan-Jones Hikes Sr. Unsecured Rating to BB+
------------------------------------------------------
Egan-Jones Rating Company raised the senior unsecured rating on
debt issued by AAR Corp. to BB+ from BB on April 6, 2016.
AAR CORP. supplies aftermarket products and services to the global
aviation and aerospace industry. The Company purchases, sells, and
leases new and used commercial jet aircraft, as well as leases a
variety of new, overhauled, and repaired engines and engine
products for the aviation aftermarket.
AES CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB-
--------------------------------------------------------
Egan-Jones Rating Company downgraded the foreign currency senior
unsecured rating issued by AES Corp. to BB- from BB+ on April 6,
2016.
Headquartered in Arlington, Virginia, the AES Corporation generates
and distributes electrical power.
AF-SOUTHEAST LLC: Hires PMCM LLC as CRO Provider
------------------------------------------------
AF-Southeast, LLC, et al., sought authority from the Bankruptcy
Court to employ PMCM, LLC to provide a chief restructuring officer
and additional personnel and designate Michael E. Jacoby to serve
as CRO effective as of the Petition Date.
According to the Debtors, in recognition of their need for sound
restructuring advice, they, among other things, sought to retain a
firm with substantial experience in the reorganization and
restructuring of companies in financial distress.
The CRO and the Additional PMCM Personnel will provide services to
the Debtors including, but not limited to, the following:
a. Assist Scott L. Drake, as the sole manager of each of the
Debtors, in the oversight of the Debtors' operations;
b. Oversee the Debtors' Chapter 11 bankruptcy proceedings,
together with the Debtors' other professionals;
c. Assist the Manager in the preparation, monitoring and
periodic refinement of cash flow forecasts and scorecards
that measure actual to forecasted performance;
d. Assume primary responsibility, together with the Manager,
for communicating and negotiating with the DIP Lender;
e. Interface with pre-petition senior and subordinated lenders,
and other constituents, including any Committee of Unsecured
Creditors that may be formed and its counsel and financial
advisor, if any;
f. Assist the Manager with daily cash management activities,
including maximizing and forecasting collections and
availability, and assisting the Debtors with prioritizing
disbursements within the Debtors' availability
constraints and subject to its DIP Loan Agreement.
g. Oversee the process and coordinate efforts to consummate a
sale of the Debtors' assets under Section 363 of the
Bankruptcy Code or as part of a plan of reorganization;
h. Provide other services as mutually agreed.
PMCM has advised the Debtors that its current hourly rates are as
follows:
Professional Hourly Rate
------------ -----------
Senior Managing Directors $495-$695
Senior Advisors $400-$650
Managing Directors $395-$525
Senior Directors $350-$450
Directors $320-$375
Vice Presidents & Sr. Associates $250-$350
Analysts/Associates $150-$275
Admin. Staff $75-$150
Additionally, Michael E. Jacoby's hourly rate as CRO is $625.
PMCM will be reimbursed for reasonable out-of-pocket expenses, such
as travel, telephone and facsimile, courier, and copy expenses.
PMCM will also be reimbursed for legal fees incurred in responding
to discovery or testifying as a witness in any matter relating to
its services, excluding testimony provided during the term of the
engagement.
According to the Debtors, PMCM received $250,000 from them, prior
to the Petition Date, in connection with PMCM's consultations with
the Debtors with respect to their financial difficulties,
businesses, and restructuring strategy. The Retainer was paid from
the Debtors' cash. None of the Retainer has been applied to
amounts due for services rendered and expenses incurred prior to
the Petition Date.
In addition to the hourly fees, PMCM will be entitled to a success
fee of $100,000 upon (i) the closing of a sale pursuant Section 363
of the Bankruptcy Code or (ii) the confirmation of a Plan of
Reorganization, provided that in either instance the purchaser or
source of funding is an entity that is not the senior lender, the
subordinated lender, the DIP lender, or any of their respective
affiliates. The Success Fee will be subject to Court approval at
the conclusion of the Debtors' cases.
The Debtors believe that PMCM, Michael E. Jacoby, and all other
individual members of the PMCM Personnel are each a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code.
The Debtors have agreed to (a) indemnify the PMCM Personnel acting
as officers to the same extent as the most favorable
indemnification it extends to officers and directors and to cover
those Indemnified Parties under the Debtors' D&O policy, and (b)
indemnify and hold harmless, the Indemnified Parties under certain
circumstances.
About AF-Southeast LLC
AF-Southeast, LLC, Allied Fiber-Florida, LLC and Allied
Fiber-Georgia, LLC are engaged in the business of designing,
constructing and operating an open access, physical layer,
network-neutral colocation and dark fiber network.
Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case Nos. 16-11008, 16-11009 and 16-11010, respectively) on
April 20, 2016. The petitions were signed by Scott Drake as sole
member.
The Debtors estimated assets in the range of $10 million to $50
million and liabilities of up to $50 million.
FOX Rothschild LLP represents the Debtors as counsel. PMCM, LLC is
the Debtors' chief restructuring officer provider.
Judge Kevin Gross is assigned to the cases.
AF-SOUTHEAST LLC: Secures $4.5 Million DIP Financing
----------------------------------------------------
AF-Southeast, LLC, and its debtor affiliates asked the Bankruptcy
Court to approve a debtor-in-possession agreement with Strome
Mezzanine Fund IV, L.P., pursuant to which the DIP Lender will
provide to the Debtors up to $4,467,966. The DIP Lender is also
the Debtors' Senior Pre-Petition Lender.
The DIP Facility will accrue interest at the rate of 12%. The term
of the DIP Facility will be 90 days. The DIP Facility will be
accorded superpriority administrative expense priority pursuant to
Section 364(c)(1) of the Bankruptcy Code, and will be granted
first-priority security interests in all of the DIP Collateral.
In addition, the Debtors seek permission to use the cash collateral
of the Senior Pre-Petition Lender and all other Pre-Petition
Collateral.
"Approval of the DIP Facility and the use of Cash Collateral will
provide the Debtors with immediate access to funds needed in order
to pay their current and ongoing operating expenses, including
post-petition wages and salaries, utilities, vendor costs and
contract amounts, while preparing for a sale of their businesses as
a going concern," said John L. Bird, Esq., at Fox Rothschild LLP,
counsel for the Debtors.
In exchange for the Debtors' use of Cash Collateral, the Debtors
have agreed to provide certain adequate protection to the Senior
Pre-Petition Lender. As adequate protection for the use of the
Pre-Petition Collateral, including the Cash Collateral, the Senior
Pre-Petition Lender is granted (1) valid, perfected, postpetition
security interests of the same priority as such Senior Pre-petition
Lender held prepetition in and replacement liens on all of the
Collateral to secure an amount equal to the aggregate diminution in
the value of such Senior Pre-petition Lender's interests in the
Collateral, and (2) superpriority administrative claim status for
any such diminution of value.
The Debtors, with the assistance of their advisors, have determined
after an exhaustive review of the Debtors' books and records, that
absent access to the DIP Financing and use of Cash Collateral, they
will have no choice other than to liquidate assets in a piecemeal
fashion at forced liquidation value.
Under the DIP Agreement, the Debtors are required to comply with
certain timeline in the Chapter 11 case including, among other
things, the Bankruptcy Court's approval of the auction results and
the sale on or before July 14, 2016.
About AF-Southeast LLC
AF-Southeast, LLC, Allied Fiber-Florida, LLC and Allied
Fiber-Georgia, LLC are engaged in the business of designing,
constructing and operating an open access, physical layer,
network-neutral colocation and dark fiber network.
Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case Nos. 16-11008, 16-11009 and 16-11010, respectively) on
April 20, 2016. The petitions were signed by Scott Drake as sole
member.
The Debtors estimated assets in the range of $10 million to $50
million and liabilities of up to $50 million.
FOX Rothschild LLP represents the Debtors as counsel. PMCM, LLC is
the Debtors' chief restructuring officer provider.
Judge Kevin Gross is assigned to the cases.
AF-SOUTHEAST LLC: Taps Fox Rothschild as Attorneys
--------------------------------------------------
AF-Southeast, LLC, et al., filed an application with the Bankruptcy
Court seeking authority to employ Fox Rothschild LLP as their
attorneys, effective as of the Petition Date.
Fox Rothschild has provided services to the Debtors with respect to
their financial difficulties, including matters related to
consultation regarding the filing of the bankruptcies, the
preparation of all pleadings, schedules and statements to be filed,
and the general representation of the Debtors in these proceedings.
Subject to further order of the Court, the professional services
that Fox Rothschild will provide to the Debtors include, but will
not be limited to, the following:
(a) provide legal advice with respect to the Debtors' powers
and duties as debtors-in-possession in the continued
operation of their businesses, management of their property
and administration of their estates;
(b) take necessary action to protect and preserve the Debtors'
estates, including the prosecution of actions on behalf of
the Debtors and the defense of actions commenced
against the Debtors;
(c) prepare, present and respond to, on behalf of the Debtors,
necessary applications, answers, orders, reports and other
legal papers in connection with the administration of their
estates;
(d) consult with the Debtors' management and financial advisors
in connection with: (i) any actual or potential
transactions involving the Debtors, and (ii) the operating,
financial and other business matters relating to the
ongoing activities of the Debtors;
(e) negotiate, consult and prepare all pleadings in
connection with a sale of the Debtors' assets under Section
363 of the Bankruptcy Code or as part of a plan of
reorganization;
(f) communicate and negotiate with counsel for the committee
of unsecured creditors;
(g) attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and
consult on the conduct of these cases; and
(h) perform any other legal services for the Debtors, in
connection with these Chapter 11 cases, except those
requiring specialized expertise which Fox Rothschild is not
qualified to render and for which special counsel will be
retained.
Subject to Court approval in accordance with Section 330 of the
Bankruptcy Code, compensation will be payable to Fox Rothschild at
its normal and customary rates, plus reimbursement of actual,
necessary expenses and other charges incurred. The principal
attorneys and paralegals presently designated to represent the
Debtors and their current standard hourly rates are:
Michael G. Menkowitz $700 per hour
Paul J. Labov $585 per hour
L. John Bird $375 per hour
Jason C. Manfrey $340 per hour
Joseph DiStanislao (Paralegal) $335 per hour
It is Fox Rothschild's policy to charge its clients in all areas of
practice for all other expenses incurred in connection with the
client's cases. The expenses charged to clients include, among
other things, telephone and telecopier toll and other charges, mail
and express mail charges, special or hand delivery charges,
document retrieval, photocopying charges, charges for mailing
supplies (including, without limitation, envelopes and labels)
provided by Fox Rothschild to outside copying services for use in
mass mailings, travel expenses, expenses for "working meals,"
computerized research and transcription costs.
The Debtors disclosed that prior to the Petition Date, Fox
Rothschild received $250,000 from them in connection with the
preparation of bankruptcy documents and their proposed
post-petition representation of the Debtors. The Retainer was paid
from the Debtors' cash. As of the Petition Date, the remaining
Retainer was $180,000.
Fox Rothschild represents it is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code.
About AF-Southeast LLC
AF-Southeast, LLC, Allied Fiber-Florida, LLC and Allied
Fiber-Georgia, LLC are engaged in the business of designing,
constructing and operating an open access, physical layer,
network-neutral colocation and dark fiber network.
Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case Nos. 16-11008, 16-11009 and 16-11010, respectively) on
April 20, 2016. The petitions were signed by Scott Drake as sole
member.
The Debtors estimated assets in the range of $10 million to $50
million and liabilities of up to $50 million.
FOX Rothschild LLP represents the Debtors as counsel. PMCM, LLC is
the Debtors' chief restructuring officer provider.
Judge Kevin Gross is assigned to the cases.
AFFINITY HEALTHCARE: April 28 Hearing on Bid to Close Alexandria
----------------------------------------------------------------
Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, will return to the U.S.
Bankruptcy Court for the District of Connecticut on April 28 for
the continued hearing on their motion to close their Alexandria
facility.
On March 1, 2016, the Debtors filed a Motion to Wind Down and Cease
Operations at Alexandria. The hearing on the Motion to Close is
ongoing and scheduled again to be heard on April 28.
Since the filing and for the first 120 days of their proceeding,
the Debtors have satisfied their administrative responsibilities in
their chapter 11 cases. The Debtors have been dealing with
unfortunate situation at Alexandria. Due to continuing and
irreversible financial losses, the Debtors had no choice but to
seek closure of Alexandria. On March 1, 2016, the Debtors filed the
Motion to Close.
As a result, the Debtors were faced with a labor force that was
unsure of its job security and uncertain about its future
employment, as well residents who were upset and concerned about
having to find a new home. Despite these obstacles, the Debtors
have been able to maintain the census at Blair, improve the census
at Douglas and suffer only a slight decrease in census at Ellis. To
address Ellis's census decline, a new marketing director with
community ties was hired, a new admissions coordinator is in the
process of being hired, efforts are being made to have Ellis added
to the preferred nursing home list at St. Francis, meetings have
been scheduled between ownership and Hartford Hospital and a new
director of nursing services was hired. As a result, the Debtors
have been able to retain key personnel and provide quality care to
its residents. The Debtors continue to address health, welfare,
safety, administrative and personnel issues. The Debtors have
tightened financial controls and continued to reduce costs and with
the assistance of their professionals. The Debtors are in
discussions with various investors to be in a position to address
their debts through a viable plan of reorganization for Blair,
Douglas and Ellis.
The Debtors also disclosed in a court filing that during the
initial month of the Debtors' cases, they had to contend with
numerous contested court proceedings. For example, the Debtors were
in court on numerous different occasions to deal with contested
matters, including motions for approval of funding. The Debtors'
employees with the aid of financial consultants have also been
intensively involved in preparing budgets for the court hearings on
the funding motions in a format and a level of detail not
previously necessary for the Debtors' budgeting. Additionally,
Resource Management Solutions LLC ("RMS"), as well as the Committee
have requested financial documentation and reports that have put
further substantial time demands on the Debtors and their financial
consultants.
The Debtors also noted that they are substantially current with
their post-petition obligations. The Court-appointed ombudsman has
issued a favorable report on the condition of the Debtors'
facilities and the care given by the Debtors' personnel at the
facilities. Moreover, despite all of the negative publicity which
comes from filing a chapter 11, the Debtors have been successful in
retaining their goodwill in the communities in which their
facilities are located.
Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company. They filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on
January 13, 2016. Hon. Julie A. Manning presides over the cases.
Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica
Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the
Debtors.
In its petition, Affinity Health Care Management estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The Debtors noted in a court filing that their total secured and
unsecured debt exceeding $16 million.
The Debtors' petitions were signed by Benjamin Fischman,
president.
A committee of unsecured creditors has been appointed and Neubert
Pepe & Monteith, P.C. has been retained as their counsel.
AFFINITY HEALTHCARE: Seeks 90-Day Extension of Exclusivity
----------------------------------------------------------
Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, ask the U.S. Bankruptcy
Court for the District of Connecticut to extend their exclusive
periods to file and solicit acceptances of a Chapter 11 plan of
reorganization.
Absent an extension, the Debtors' exclusive right to file a chapter
11 plan ends May 12, 2016, and their exclusive right to solicit
acceptances of that plan ends July 11, 2016. The Debtors seek a
90-day extension of the Exclusivity Periods.
The Debtors note that they have commenced their Chapter 11 cases to
restructure their operations and to insure their long-term
viability through a plan of reorganization subject to Court
approval. The Debtors filed because they were unable to pay their
debts as they were coming due for a multiplicity of reasons.
"A continuation of the Exclusivity Periods will allow the Debtors
to continue to maximize the value of the Debtors' assets," the
Debtors explain. "The Debtors continue to make progress in
identifying areas where operations and care can be improved. If the
Exclusivity Periods expire, the Debtors would be left to not only
operate their business, but to do so while scrambling to formulate
and negotiate a plan, assess completing plans that are filed, and
contend with the destabilizing effect that such events would have
on their business, employees, vendors, and customers. Therefore,
the Debtors seek to maintain the healthy balance with its creditor
constituencies that only an extension of the Exclusivity Periods
can provide."
The Debtors are represented by:
PULLMAN & COMLEY, LLC
Elizabeth J. Austin, Esq.
Irve J. Goldman, Esq.
Jessica Grossarth, Esq.
850 Main Street, P.O. Box 70067
Bridgeport, CT 06601-7006
Tel: (203) 330-2000
Fax: (203) 576-8888
E-mail: eaustin@pullcom.com
igoldman@pullcom.com
jgrossarth@pullcom.com
Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company. They filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on
January 13, 2016. Hon. Julie A. Manning presides over the cases.
Elizabeth J. Austin, Esq., and Jessica Grossarth, Esq., at Pullman
& Comley, LLC, serve as counsel to the Debtors.
In its petition, Affinity Health Care Management estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The Debtors noted in a court filing that their total secured and
unsecured debt exceeding $16 million.
The Debtors' petitions were signed by Benjamin Fischman,
president.
A committee of unsecured creditors has been appointed and Neubert
Pepe & Monteith, P.C. has been retained as their counsel.
AIX ENERGY: DIP Financing Terminated After Plan Filing
------------------------------------------------------
AIX Energy Inc. on Feb. 19, 2016, filed the Joint Plan of
Reorganization Proposed by AIX Energy and Antero Energy Partners,
LLC. That same day, Antero filed the Proposed Joint Plan in its
case.
Also on Feb. 19, LegacyTexas Bank, which asserts at least $12.4
million in claims against AIX, issued a notice of event of default
under the debtor-in-possession financing order. The triggering
event for the default was the filing of the Proposed Joint Plan
without Legacy's consent.
The Debtor said it filed its plan to preserve its exclusivity for
two reason: (1) it had been alerted that the Bank intended to file
a motion to convert the case to a Chapter 7, and (2) in an
abundance of precaution to preserve its exclusivity for which a
plan which the Debtor believes is in the bankruptcy estate's best
interests.
The Debtor said that the filing of the Plan only violates the Final
DIP Order if it's unable to confirm a plan within a reasonable
time.
On March 3, 2016, the U.S. Bankruptcy Court for the Northern
District of Texas signed an agreed order providing that:
* The Lender's obligations and commitment to extend credit or
financing pursuant to the Final DIP Order are terminated effective
as of Feb. 19, 2016.
* The automatic stay is not lifted pursuant to paragraph 29 of
the Final DIP Order, and all parties' rights under the Final DIP
Order are otherwise reserved.
* Any and all discovery, deadlines, hearings, filings or other
actions related to the Plan are abated and suspended until the
Court rules on the Debtor's Motion Pursuant to 11 U.S.C. Sec. 105,
363, 365, 503 And 507 and Bankruptcy Rules 2002, 6004 and 6006 for
(I) Entry of an Order (A) Establishing Bid and Auction Procedures
Related to the Sale of Substantially All of the Debtor's Assets;
(B) Approving Related Bid Protections;(C) Scheduling an Auction and
Sale Hearing; and (D) Granting Related Relief; and (II) Entry of an
Order (A) Approving the Sale of Substantially All of the Debtor's
Assets Free and Clear of All Liens, Claims, Encumbrances and
Interests; and (B) Authorizing the Assumption and Assignment of
Certain Executory Contracts and Unexpired Leases currently
scheduled for hearing on May 5, 2016.
* Any and all discovery, deadlines, hearings, filings or other
actions related to the Lender's Motion to Convert Debtor's Case to
Chapter 7 Pursuant to Section 1112 of the Bankruptcy Code are
abated and suspended until the Court rules on the Sale Motion.
About AIX Energy
AIX Energy, Inc., is an oil and gas exploration and production
company. AIX's business includes drilling oil and gas wells and
selling the petroleum products that result from such drilling
activities. As such, AIX acquires and holds drilling and
production rights over various tracts of land located in Louisiana
through a number of oil, gas and mineral leases.
AIX Energy sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was
signed by Robert A. Imel, president.
The case was originally assigned to Judge Barbara J. Houser.
The Debtor tapped The Harvey Law Firm, P.C., as counsel when it
filed for bankruptcy. The Debtor won approval to engage Orenstein
Law Group, P.C. as special counsel.
The Official Committee of Unsecured Creditors won approval to
retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as
counsel.
* * *
The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which
was continued to Jan. 5, 2016.
AIX on Feb. 12, 2016, filed a motion to extend by 90 days its
exclusive period to propose a Chapter 11 plan by May 19, 2016, and
its exclusive period to solicit acceptances of that that plan by
Aug. 19, 2016. No order was entered.
Instead, the Court on March 23 entered an order directing the
appointment of a Chapter 11 trustee in AIX's case.
On March 14, 2016, Judge Houser held a hearing on the motion for
joint administration of the Chapter 11 cases of AIX and Antero. At
the conclusion of the hearing, the Court determined not to order
the joint administration of the cases and further determined to
transfer the AIX case to Judge Jernigan.
On March 18, 2016, the Official Committee of Unsecured Creditors
and LegacyTexas Bank entered a stipulation extending the
Investigation Period as defined in Final DIP the Order with
respect to the Committee is extended through and including April
21, 2016.
AIX ENERGY: Joint Admin. Bid Denied But Case Goes Antero Judge
--------------------------------------------------------------
The Hon. Barbara J. Houser., who was handling AIX Energy Inc.'s
Chapter 11 case held a hearing on March 14, 2016, on the motion for
joint administration of AIX's case with Antero Energy Partners LLC.
At the conclusion of the hearing, the Court determined not to order
the joint administration of the cases and further determined to
transfer the AIX case to Judge Jernigan, who was already handling
Antero's case.
"Effective immediately upon the entry of this order, the [AIX
Energy's] case: (i) is TRANSFERRED from the docket of the Honorable
Barbara J. Houser to the docket of the Honorable Stacey G.C.
Jernigan; and (ii) SHALL henceforth carry the suffix initials SGJ
as follows: Case No. 15-34245-SGJ -11," Judge Houser ruled March
22.
On Feb. 2, 2016, AIX, along with its affiliate Antero, filed their
joint expedited motion for order directing joint administration of
cases.
NextEra Energy Gas Producing, LLC, which is listed on AIX's
Schedule D as having a disputed claim against AIX in the amount of
$10,728,000, opposed the request for joint administration, noting
that:
(i) the AIX Bankruptcy Case has been proceeding for over three
(3) months and is significantly more advanced than Antero's
recently filed bankruptcy case;
(ii) Imel's ownership and management of both entities has caused
a multitude of existing and potential conflicts of interest between
the AIX and Antero bankruptcy estates;
(iii) the debts and creditors of AIX and Antero are distinct; and
(iv) jointly administering the AIX Bankruptcy Case with Antero's
Bankruptcy Case may delay the ultimate resolution of the AIX's
Bankruptcy Case.
LegacyTexas Bank, which asserts at least $12.4 million in claims
against AIX, also opposed, citing strong conflicts and potential
conflicts of interest exist between: (i) the Debtors; and/or (ii)
the Debtors and certain of their insiders and professionals in the
form of, among other things:
* The Debtors hold multiple intercompany debts against each
other, which will take time to address and resolve. For example,
the Debtor serves as the operator for oil and gas wells in
Louisiana in which Antero owns working interests. This
relationship may give rise to claims and statutory privileges (i.e.
liens under Louisiana law) against Antero in favor of the Debtor.
* It appears that the Debtors hold significant undisclosed
intercompany debts and obligations against each other that have
been omitted from, or not full disclosed on, each of the Debtors'
Schedules. For example, in August 2014, Antero executed a
Promissory Note in the amount of $5,789,893 payable to the Debtor
related to Antero's acquisition of certain assets. Upon
information and belief, this intercompany debt was never paid off;
yet, the debt represented by the 2014 note is not included as an
asset on the Debtor's Schedules, and it does not appear that it is
accurately listed as a clam on Antero's Schedules. This
undisclosed debt obligation places Imel, as the insider equity
holder and President of the Debtors, in the hopelessly conflicted
position of being in control of the Debtor, a major creditor of
Antero, while it appears that Imel received significant,
potentially avoidable, insider distributions (of approximately $2
million) from Antero in the twelve months prior to Antero's
Petition Date.
* Antero was/is responsible for paying certain amounts of
allocated overhead to the Debtor. The Debtors, therefore, may
have, among other things, claims against each other related to such
payments and obligations.
Attorneys for Nextera Energy Gas Producing, LLC:
Stephen M. Pezanosky
Autumn D. Highsmith
HAYNES AND BOONE, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
Tel: 214.651.5000
Fax: 214.651.5940
E-mail: stephen.pezanosky@haynesboone.com
autumn.highsmith@haynesboone.com
- and -
Jeffrey M. Tillotson
TILLOTSON LAW
750 North Saint Paul, Suite 610
Dallas, Texas 75201
Telephone: 214.382.3041
E-mail: jtillotson@TillotsonLaw.com
Attorneys for LegacyTexas Bank:
Eli O. Columbus
Matthew T. Ferris
Lloyd A. Lim
WINSTEAD PC
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
Tel: (214) 745-5400
Fax: (214) 745-5390
About AIX Energy
AIX Energy, Inc., is an oil and gas exploration and production
company. AIX's business includes drilling oil and gas wells and
selling the petroleum products that result from such drilling
activities. As such, AIX acquires and holds drilling and
production rights over various tracts of land located in Louisiana
through a number of oil, gas and mineral leases.
AIX Energy sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was
signed by Robert A. Imel, president.
The case was originally assigned to Judge Barbara J. Houser.
The Debtor tapped The Harvey Law Firm, P.C., as counsel when it
filed for bankruptcy. The Debtor won approval to engage Orenstein
Law Group, P.C. as special counsel.
The Official Committee of Unsecured Creditors won approval to
retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as
counsel.
* * *
The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which
was continued to Jan. 5, 2016.
AIX on Feb. 12, 2016, filed a motion to extend by 90 days its
exclusive period to propose a Chapter 11 plan by May 19, 2016, and
its exclusive period to solicit acceptances of that that plan by
Aug. 19, 2016. No order was entered.
Instead, the Court on March 23 entered an order directing the
appointment of a Chapter 11 trustee in AIX's case.
On March 14, 2016, Judge Houser held a hearing on the motion for
joint administration of the Chapter 11 cases of AIX and Antero. At
the conclusion of the hearing, the Court determined not to order
the joint administration of the cases and further determined to
transfer the AIX case to Judge Jernigan.
On March 18, 2016, the Official Committee of Unsecured Creditors
and LegacyTexas Bank entered a stipulation extending the
Investigation Period as defined in Final DIP the Order with
respect to the Committee is extended through and including April
21, 2016.
About Antero Energy
Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge
Stacey G. Jernigan is assigned to the case.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor tapped Keith William Harvey, Esq., at The Harvey Law
Firm, P.C., as counsel.
* * *
ERG filed a motion to prohibit use of cash collateral on January
26, 2016. Following a hearing on Feb. 22, 2016, Judge Jernigan
entered an agreed order prohibiting the Debtor from using cash
collateral pending further order of the Court.
On Feb. 5, 2016, Energy Reserves Group LLC filed its motion for
Chapter 7 conversion, asserting no reasonable likelihood of
reorganization.
AIX filed the Proposed Joint Plan with Antero on Feb. 19, 2016,
unaccompanied by a disclosure statement.
The United States Trustee conducted and concluded the Antero
Section 341 meeting of creditors on Feb. 26, 2016.
AIX ENERGY: Judge Gives Control to Ch.11 Trustee Due to Conflicts
-----------------------------------------------------------------
The U.S. Trustee and the Official Committee of Unsecured Creditors
of AIX Energy, Inc., won approval of a motion asking the U.S.
Bankruptcy Court for the Northern District of Texas to direct the
appointment of a Chapter 11 trustee who will take over possession
and control of all of AIX's assets and operations.
On March 21 and 22, 2016 the Court held a hearing in In re Antero
Energy Partners, LLC, Case No. 16-30308-SGJ-11 on Energy Reserve
Group LLC's Amended Motion to Convert Case to Chapter 7, the United
States Trustee's response thereto advocating appointment of a
chapter 11 trustee, LegacyTexas Bank's response thereto and joinder
in the United States Trustee's request for a chapter 11 trustee,
and the joinder to the United States Trustee's request for a
chapter 11 trustee by the Official Committee of Unsecured Creditors
of AIX Energy, Inc.
Among other things, the evidence adduced at the hearing reflected
overwhelming conflicts between Antero, AIX Energy, Inc., and their
principal Robert Imel, which prevent Mr. Imel, as management of
AIX, from pursuing actions for the benefit of AIX's estate.
LegacyTexas Bank filed a motion to convert the AIX case on Feb. 29,
2016, the United States Trustee filed a motion for an order
directing the appointment of a chapter 11 trustee in AIX on March
15, 2016, and the Official Committee of Unsecured Creditors of AIX
filed a joinder to the United States Trustee's motion for an order
directing the appointment of a chapter 11 trustee in AIX on March
18, 2016.
For the reasons stated on the record, based upon the evidence
adduced at the hearing, Judge Stacey G. Jernigan found in
accordance with 11 U.S.C. Sec. 105(a) and 1104(a) that cause exists
to appoint a chapter 11 trustee in the AIX case.
In her March 23 order, Judge Jernigan ordered that:
* The United States Trustee is directed to appoint a chapter 11
trustee in this case immediately; and
* The Debtor will immediately turn over possession and control of
all of the Debtor's assets and operations to the chapter 11
trustee.
The U.S. Trustee had argued, "The Court should appoint a chapter 11
trustee in this case. Numerous conflicts exist between the related
Debtors, Antero and AIX Energy, which necessitates the appointment
of a chapter 11 trustee. Among other things, there are claims
running from Antero to AIX and from AIX to Antero, including
potential causes of action. Robert Imel ("Mr. Imel") is the
principal of both entities and cannot, as a practical matter,
pursue AIX's claims against Antero, or vice versa, without
potentially violating his fiduciary duties to the other entity.
There are also potential claims against at least one other of Mr.
Imel's entities that, for the same reasons, Mr. Imel is not in a
position to pursue. Moreover, even if Mr. Imel were able to pursue
claims by certain of his entities against other of his entities,
the appearance of impropriety is too great. Additionally,
potential claims against Mr. Imel also exist that his is not in a
position to pursue. Finally, the proposed sale of the AIX assets
is stalled: the bid deadline is less than one month away and the
data room for potential buyers is still not set up. The chapter 11
trustees would be able to continue to operate AIX, accomplish a
sale of AIX's assets (perhaps, in cooperation with a trustee that
may be appointed in the Antero case), independently investigate and
pursue the intercompany claims as between AIX and Antero, and
investigate and pursue the validity of any claims that may exist
against Mr. Imel or Mr. Imel's non-debtor entities."
Same Oil and Gas Wells
Robert Imel owns 90% of the equity in AIX and 100% of the equity in
Antero.
AIX values its oil and gas leases in the amount of $25,526,094.
AIX schedules LegacyTexas as holding a claim in the amount of
$12,369,666.67 secured by AIX's oil and gas leases (AIX Schedule D,
Docket Entry No. 48).
Antero values its oil and gas leases in the amount of $44,776,000.
Antero lists a disputed secured claim by Energy Reserves Group LLC
("ERG") in the amount of $24,290,000 on its amend Schedule D. ERG
purchased LegacyTexas Bank's secured debt against Antero at the end
of December 2015 or the beginning of January 2016. Antero
vigorously disputes the validity of this transfer and of ERG's
asserted lien position.
AIX and Antero have interests in and operate the same oil and gas
wells in Louisiana.
As secured claimants, LegacyTexas Bank and NextEra Energy Gas
Producing, LLC, have pointed out that the Debtors hold multiple
intercompany debts against each other. LegaxyTexas Bank notes the
Debtor serves as the operator for oil and gas wells in Louisiana in
which Antero owns working interests, which relationship may give
rise to claims and statutory privileges (i.e. liens under Louisiana
law) against Antero in favor of AIX.
Sale and Plan
On Feb. 19, 2016, AIX filed the Joint Plan of Reorganization
Proposed by AIX Energy, Inc. and Antero Energy Partners, LLC. That
same day, Antero filed the Proposed Joint Plan in its case.
Neither AIX nor Antero filed a disclosure statement in support of
the Proposed Joint Plan. Neither Debtor has otherwise pursued the
Proposed Joint Plan. At a hearing on the AIX bidding procedures on
February 29, 2016, AIX agreed to focus its energies on the sale
process rather than the plan process in an effort not to chill
bidding.
After a contentious several months of the AIX case, the Court
approved bidding procedures for the sale of substantially all of
AIX's assets at the conclusion of a hearing on Feb. 29, 2016. The
order approving the bidding procedures was entered by the Court on
March 3, 2016. The bidding procedures order provides that the bid
deadline for AIX's assets was April 13, the auction of the AIX
assets is scheduled for April 27, 2016 at 10:00 a.m., and the
hearing on the sale of AIX's assets is scheduled for May 5, 2016 at
9:00 a.m. before Judge Houser.
Also on Feb. 29, 2016, Legacy filed its Motion to Convert Debtor's
Case to Chapter 7 Pursuant to Section 1112 of the Bankruptcy Code
(the "Motion to Convert AIX") arguing that the case should be
converted due to inability to reorganize and due to unavoidable
conflicts among AIX, Antero, and Mr. Imel. The hearing on the
Motion to Convert AIX has been abated until after the hearing on
the sale of AIX's assets. A status conference on the Motion to
Convert AIX has also been set for May 5, 2016 at 9:00 a.m. before
Judge Houser, immediately following the sale hearing.
On March 3, 2016, the United States Trustee informed counsel for
AIX that, in light of Legacy's agreement to abate the Motion to
Convert AIX, the United States Trustee may seek appointment of a
chapter 11 trustee due to the conflicts that exist among AIX,
Antero, and Mr. Imel. Later that same day, AIX's counsel proposed
the idea of a liquidating plan with a plan trustee, who would not
be Mr. Imel, to be approve after the sale of AIX's assets. The
United States Trustee requested more information concerning what
the plan would look like and, to date, AIX has not provided any
further information concerning the AIX liquidating plan.
About AIX Energy
AIX Energy, Inc., is an oil and gas exploration and production
company. AIX's business includes drilling oil and gas wells and
selling the petroleum products that result from such drilling
activities. As such, AIX acquires and holds drilling and
production rights over various tracts of land located in Louisiana
through a number of oil, gas and mineral leases.
AIX Energy sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was signed
by Robert A. Imel, president.
The case was originally assigned to Judge Barbara J. Houser.
The Debtor tapped The Harvey Law Firm, P.C., as counsel when it
filed for bankruptcy. The Debtor won approval to engage Orenstein
Law Group, P.C. as special counsel.
The Official Committee of Unsecured Creditors won approval to
retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as
counsel.
* * *
The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which
was continued to Jan. 5, 2016.
AIX on Feb. 12, 2016, filed a motion to extend by 90 days its
exclusive period to propose a Chapter 11 plan by May 19, 2016, and
its exclusive period to solicit acceptances of that that plan by
Aug. 19, 2016. No order was entered.
Instead, the Court on March 23 entered an order directing the
appointment of a Chapter 11 trustee in AIX's case.
On March 14, 2016, Judge Houser held a hearing on the motion for
joint administration of the Chapter 11 cases of AIX and Antero. At
the conclusion of the hearing, the Court determined not to order
the joint administration of the cases and further determined to
transfer the AIX case to Judge Jernigan.
On March 18, 2016, the Official Committee of Unsecured Creditors
and LegacyTexas Bank entered a stipulation extending the
Investigation Period as defined in Final DIP the Order with
respect to the Committee is extended through and including April
21, 2016.
About Antero Energy
Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge
Stacey G. Jernigan is assigned to the case.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor tapped Keith William Harvey, Esq., at The Harvey Law
Firm, P.C., as counsel.
* * *
ERG filed a motion to prohibit use of cash collateral on January
26, 2016. Following a hearing on Feb. 22, 2016, Judge Jernigan
entered an agreed order prohibiting the Debtor from using cash
collateral pending further order of the Court.
On Feb. 5, 2016, Energy Reserves Group LLC filed its motion for
Chapter 7 conversion, asserting no reasonable likelihood of
reorganization.
AIX filed the Proposed Joint Plan with Antero on Feb. 19, 2016,
unaccompanied by a disclosure statement.
The United States Trustee conducted and concluded the Antero
Section 341 meeting of creditors on Feb. 26, 2016.
AIX ENERGY: Searcy Named Chapter 11 Trustee
-------------------------------------------
William T. Neary, United States Trustee, on March 24, 2016,
appointed as Chapter 11 trustee in the Chapter 11 case of AIX
Energy Inc.:
JASON SEARCY
Searcy & Searcy P.C.
P.O. Box 3929
446 Forest Square
Longview, Texas
Tel: (903) 757-3399
Fax: (903) 757-9559
E-mail: jsearcy@jrsearcylaw.com
The bond is fixed at $10,000.
The U.S. Trustee and the Official Committee of Unsecured Creditors
of AIX Energy, Inc., on March 23, 2016, won approval of a motion
asking the U.S. Bankruptcy Court for the Northern District of Texas
to direct the appointment of a Chapter 11 trustee who will take
over possession and control of all of AIX's assets and operations.
The United States Trustee selected Jason Searcy to serve as Trustee
after consulting with Keith William Harvey, counsel for the Debtor;
Franklin L. Broyles, counsel for Antero Energy Partners, LLC (Case
No. 16-30308-SGJ-11); Leonard H. Simon, counsel for Energy Reserves
Group, LLC; Eli O. Columbus, counsel for LegacyTexas Bank; Nathan
Nichols, special litigation counsel to the Debtor; Michael S.
Haynes, counsel to the Official Committee of Unsecured Creditors in
this case; Stephen M. Pezanosky, counsel for NextEra Energy Gas
Producing, LLC; and Brandon Jones for Dependable Pump & Supply.
About AIX Energy
AIX Energy, Inc., is an oil and gas exploration and production
company. AIX's business includes drilling oil and gas wells and
selling the petroleum products that result from such drilling
activities. As such, AIX acquires and holds drilling and
production rights over various tracts of land located in Louisiana
through a number of oil, gas and mineral leases.
AIX Energy sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was
signed by Robert A. Imel, president.
The case was originally assigned to Judge Barbara J. Houser.
The Debtor tapped The Harvey Law Firm, P.C., as counsel when it
filed for bankruptcy. The Debtor won approval to engage Orenstein
Law Group, P.C. as special counsel.
The Official Committee of Unsecured Creditors won approval to
retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as
counsel.
* * *
The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which
was continued to Jan. 5, 2016.
AIX on Feb. 12, 2016, filed a motion to extend by 90 days its
exclusive period to propose a Chapter 11 plan by May 19, 2016, and
its exclusive period to solicit acceptances of that that plan by
Aug. 19, 2016. No order was entered.
Instead, the Court on March 23 entered an order directing the
appointment of a Chapter 11 trustee in AIX's case.
On March 14, 2016, Judge Houser held a hearing on the motion for
joint administration of the Chapter 11 cases of AIX and Antero. At
the conclusion of the hearing, the Court determined not to order
the joint administration of the cases and further determined to
transfer the AIX case to Judge Jernigan.
On March 18, 2016, the Official Committee of Unsecured Creditors
and LegacyTexas Bank entered a stipulation extending the
Investigation Period as defined in Final DIP the Order with
respect to the Committee is extended through and including April
21, 2016.
APX GROUP: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed all existing ratings for APX
Group, Inc. (dba "Vivint"), including the B2 Corporate Family
Rating ("CFR"), B2-PD Probability of Default rating, and the Ba3
senior secured (LGD3 from LGD2) and Caa1 senior unsecured
facilities ratings. Moody's also assigned a Speculative Grade
Liquidity rating of SGL-3. The outlook remains stable.
RATINGS RATIONALE
Vivint is rather weakly positioned in the B2 ratings category
because of its persistently high leverage levels relative to its
alarm-monitor competitors. The company has had to rely on revolver
and capital markets borrowings to support heavy expenditures for
new subscriber growth. While revenue, recurring monthly revenue
("RMR"), and subscriber growth have all been strong and consistent,
the cost of achieving that growth, in the face of attrition rates
of about 12%, has kept debt-to-RMR leverage (including Moody's
standard adjustments, which assume roughly $100 million of
capitalized operating leases) at around 40 times, at the high end
for a B2-rated alarm monitoring company.
Vivint increases its debt materially, and hence leverage, typically
early in a calendar year in order to fund marketing, training, and
installation expenses that it incurs when deploying a part-time
sales force for growing its subscriber base during the spring and
summer selling season. Ratings are supported by the highly
predictable revenue streams that monitoring contracts provide, and
by expectations for adequate liquidity despite growth-related cash
flow shortfalls. Additionally, the company was able to improve,
albeit modestly, both account attrition and creation multiples in
2015 relative to 2014, and those measures should remain stable in
2016. In recent years the company has also distinguished itself as
an innovative provider of not just alarm-monitoring services, but
of integrated "smart home" products and services, which generate
high uptake rates among new subscribers, clear industry-leading
average RMR-per-subscriber metrics (particularly among new
subscribers), and typically lower attrition rates.
The stable outlook reflects Moody's expectation that Vivint will
increase borrowings later this year (through revolver draws, a
return to capital markets for a debt raise, or a combination of the
two) in order fund low-double-digit-percentage RMR growth while
maintaining an adequate liquidity profile.
While not expected in the near term, the CFR could be upgraded if
Vivint sustains debt / RMR in the low-30-times, and free cash flow
(before growth spending) to debt in the high-single digit
percentages, while maintaining a good liquidity profile with pool
attrition rates at or below industry averages. The ratings could be
downgraded if: i) free cash flow (before growth spending) as a
percentage of debt falls to the low single-digit-percentages for a
prolonged period; ii) debt / RMR is sustained above the low
40-times; iii) RMR fails to grow at a rate equivalent to recent
historic rates, or; iv) attrition rates are expected to remain
above 13%. Furthermore, any additional secured-debt issuance could
lead to a downgrade of the senior-secured debt's Ba3 facility
rating since it would reduce the ratings "cushion" provided by
proportionally less unsecured debt in the capital structure.
APX Group, Inc. (dba "Vivint") provides alarm-monitoring and home
automation services to just over one million residential
subscribers in North America. Moody's expects 2016 sales of roughly
$750 million, making it the second-largest provider of home
security and automation services, behind the combined P1/ADT. As
the result of a late 2012 acquisition, Vivint is majority-owned by
The Blackstone Group, while its management team has maintained a
meaningful ownership stake.
ASCENT RESOURCES: Moody's Cuts Corporate Family Rating to Ca
------------------------------------------------------------
Moody's Investors Service downgraded Ascent Resources -- Marcellus,
LLC's (ARM) Corporate Family Rating (CFR) to Ca from Caa2,
Probability of Default Rating (PDR) to Ca-PD from Caa2-PD, Senior
Secured First Lien rating to Ca from Caa1 and Senior Secured Second
Lien rating to C from Caa3. The Speculative Grade Liquidity Rating
was withdrawn. The rating outlook is negative.
"The downgrade reflects our view that ARM has an unsustainable
capital structure given the extremely weak asset coverage of its
debt and that it will struggle with weak liquidity and limited cash
flow generation in a low commodity price environment," said John
Thieroff, Moody's VP-Senior Analyst. "Even if we assume full access
to currently restricted cash balances, the lack of additional
external sources of liquidity and the expectation of persistently
low oil and natural gas prices call into question ARM's ability to
cover its interest expense through 2017."
Downgraded:
-- Corporate Family Rating, Downgraded to Ca from Caa2
-- Probability of Default Rating, Downgraded to Ca-PD from
Caa2-PD
-- Senior Secured First Lien Bank Credit Facility, Downgraded to
Ca (LGD4) from Caa1 (LGD3)
-- Senior Secured Second Lien Bank Credit Facility, Downgraded to
C (LGD6) from Caa3 (LGD5)
Withdrawals:
-- Speculative Grade Liquidity Rating, Withdrawn, previously
rated SGL-4
Outlook Actions:
-- The Outlook remains Negative
RATINGS RATIONALE
Moody's said, "The Ca CFR reflects ARM's weak liquidity, very poor
asset coverage, high leverage, and Moody's view that the company
will have difficulty funding any drilling activity through 2017; we
expect production to decline substantially during 2016 due to the
company's inability to simultaneously service debt and fund
maintenance level drilling in the current environment. Based on our
commodity price estimates, the company will not generate revenue
sufficient to cover its interest expense in 2016 with EBITDAX below
breakeven levels in 2016 and slightly above breakeven in 2017. As a
result, even when considering full access to restricted cash of
$122 million, we view the company's ability to sustain itself
beyond mid-2017 to be weak and the likelihood of debt restructuring
or an outright bankruptcy filing to be high."
"We view ARM's liquidity profile as weak. Even assuming full access
to restricted cash balances of $122 million as of December 31,
2015, pro forma drawdowns subsequent to year-end, we anticipate
that ARM's internally generated cash flow and available sources of
liquidity will not cover interest expense and minimal capital
spending through 2017. Because ARM's secured net debt to EBITDAX
exceeds 4x, the company's private equity sponsors (The Energy &
Minerals Group and First Reserve; both unrated) are required to
inject one dollar of equity into ARM to access every three dollars
of restricted cash, as required by the first lien term loan. The
company has no revolving credit facility. Cash on hand was $77
million at December 31, 2015, pro forma ARM's sale of its gathering
assets for realized proceeds of $60 million subsequent to year-end
2015."
"The negative outlook reflects the high degree of uncertainty
around ARM's ability to shore up liquidity and the risk of further
credit deterioration. We will downgrade the CFR if the company
files for bankruptcy protection or restructures its debt via a
distressed exchange. An upgrade is unlikely; however, if the
company can stabilize production, generate EBITDAX to interest
coverage above 1.0x and strengthen liquidity to a level we would
deem adequate, an upgrade could be considered."
Ascent Resources - Marcellus, LLC is a privately-owned independent
E&P company headquartered in Oklahoma City, Oklahoma. The company's
operations are concentrated in the southern Marcellus Shale in
northern West Virginia.
ASPECT SOFTWARE: Hires Klehr Harrison as Co-counsel
---------------------------------------------------
Aspect Software Parent, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Klehr
Harrison Harvey Branzburg LLP as co-counsel to the Debtors, nunc
pro tunc to March 9, 2016.
Aspect Software requires Klehr Harrison to:
(a) provide legal advice regarding local rules, practices,
precedent and procedures and providing substantive and
strategic advice on how to accomplish the Debtor's goals
in connection with the prosecution of the bankruptcy case,
bearing in mind that the bankruptcy Court relies on co-
counsel such as Klehr Harrison to be involved in all
aspects of each bankruptcy proceeding;
(b) appear in court, depositions, and at any meeting with the
U.S. Trustee and any meeting of creditors at any given
time on behalf of the Debtors as their co-counsel;
(c) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(d) review, comment and/or prepare drafts of documents and
discovery materials to be filed with the Court as co-
counsel to the Debtors and/or served on parties or third
parties in the chapter 11 cases;
(e) advise and assist the Debtors with respect to the
reporting requirements of the U.S. Trustee;
(f) take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against
the Debtors, and representing the Debtors in negotiations
concerning litigation in which the Debtors are involved,
including objections to claims filed against the Debtors'
estates;
(g) perform various services in connection with the
administration of the bankruptcy case, including, without
limitation, (i) prepare certificates of no objection,
certifications of counsel, notices of fee applications and
hearings, agendas, and hearing binders of documents and
pleadings, (ii) monitor the docket for filings and
coordinate with K&E on pending matters that need
responses, (iii) prepare and maintain critical dates
memoranda to monitor pending applications, motions,
hearing dates and other matters and the deadlines
associated with the same, (iv) prepare and/or assist in
preparation, and file on behalf of the Debtors all
necessary motions, notices, applications, answers, orders,
reports and papers in support of position taken by the
Debtors, and (v) handle inquiries and calls from creditors
and counsel to interested parties regarding pending
matters and the general status of the bankruptcy cases and
coordinating with K&E on any necessary responses; and
(h) perform all other services assigned by the Debtors, in
consultation with K&E, to Klehr Harrison as co-counsel to
the Debtors, and to the extent the Firm determines that
such services fall outside of the scope of services
historically or generally performed by Klehr Harrison as
co-counsel in a bankruptcy proceeding, Klehr Harrison will
file a supplemental declaration.
Klehr Harrison will be paid at these hourly rates:
Partners $360-$700
Counsel $300-$450
Associates $230-$425
Paralegals $150-$300
Per terms of the Engagement Letter dated March 2, 2016, the Debtors
paid classic retainer to Klehr Harrison of $100,000 on March 4,
2016, which, as stated in the Engagement Letter. The classic
retainer are property of Klehr Harrison, are not held in a separate
account, and were earned upon receipt, and, consequently, Klehr
Harrison placed the amounts into its general cash account.
Klehr Harrison will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Domenic E. Pacitti, partner of Klehr Harrison Harvey Branzburg LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Klehr Harrison can be reached at:
Domenic E. Pacitti, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Tel: (302) 426-1189
Fax: (302) 426-9193
About Aspect Software Parent
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer, the
executive vice president and chief financial officer, signed the
petitions.
The Debtors 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: Wants Plan Confirmation Process Cut by 2 Weeks
---------------------------------------------------------------
Aspect Software Parent, Inc., et al., in mid-April filed a motion
asking the Bankruptcy Court to enter an order establishing (a) May
24, 2016 at 2:00 p.m. (prevailing Eastern Time) as the date for the
confirmation hearing for their Joint Chapter 11 Plan of
Reorganization, (b) May 17, 2016 4:00 p.m. (prevailing Eastern
Time) as the plan objection deadline, and (c) May 20, 2016 as the
reply deadline.
Under the Bankruptcy Rules and Local Rules, the Debtors are
restricted in terms of how quickly they can pursue their path to
exit. Absent leave from the Court, the Bankruptcy Rules and Local
Rules would:
(a) require that the Plan Objection Deadline must be no
earlier than May 28, 2016 -- pursuant to Bankruptcy Rule 2002(b)
and Local Rule 9006-1(c) and assuming the order approving the
Disclosure Statement Motion is entered on April 26, 2016 and it
takes the Debtors' three days to complete solicitation of the
materials approved in connection with such order;
(b) require that the Confirmation Hearing be no earlier than
June 3, 2016 (assuming the Plan Objection Deadline is May 28,
2016); and
(c) require that the Reply deadline be 4:00 p.m. prevailing
Eastern Time the day before the agenda is due -- which agenda must
be filed two business days before the Confirmation Hearing
(pursuant to Local Rule 9006-1(d) and Local Rule 3007-1(h)(ii).
The Debtors aver that an additional delay of two weeks or more
could have a permanent and sizeable adverse effect on their
business, to the detriment of the Debtors' estates and stakeholders
in these chapter 11 cases.
The Debtors filed their chapter 11 cases with a plan support
agreement, reflecting significant levels of support from each class
of secured creditor tranches and contemplating that general
unsecured creditors would be rendered unimpaired. Since the
Petition Date, support for the Plan Support Agreement and Term
Sheet has only grown—as of the filing of this Motion, the Plan
Support Agreement is supported by, among others, nearly 100% of the
aggregate outstanding principal amount of the Debtors' first lien
term loan debt and nearly 80% of the aggregate outstanding
principal amount of the Debtors' secured second lien notes. On
March 24, 2016, the Debtors filed the Plan, which contained terms
materially consistent with those set forth in the Plan Support
Agreement and Term Sheet.
"It is vital that the Debtors emerge from chapter 11 as
expeditiously as possible. Despite the Debtors' proactive and
dedicated efforts to manage the effect of these chapter 11 cases on
their operations, their businesses and their key customer and
vendor relationships have already suffered real and quantifiable
harm in the five weeks since the Petition Date. Among other things,
the Debtors' customers and competitors are well aware of the
ongoing and public nature of the Debtors' restructuring process,
which has had an effect in the Debtors' negotiations with existing
and prospective customers. The Debtors' management and sales teams
have frequently been told that potential customers do not want to
enter into new long-term contracts with the Debtors while their
chapter 11 cases are ongoing. This has, at best, delayed the
closing of a significant number of contracts that the Debtors
expected to win during the months of March and April, and, at
worst, resulted in these customers instead informing the Debtors
that they are intending to award the contracts to a competitor of
the Debtor or moving towards generating an open request for
proposal for bids from alternative suppliers," Domenic E. Pacitti,
Esq., at Klehr Harrison Harvey Branzburg LLP, tells the Court.
The Chapter 11 Plan
As reported in the March 30, 2016 edition of the TCR, a hearing
will held before the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware on April 25, 2016, at
2 p.m. prevailing Eastern Time, to consider the entry of an order
approving, among other things, the Disclosure Statement explaining
Aspect Software Parent, Inc., et al.'s Joint Chapter 11 Plan of
Reorganization.
The Debtors' Plan proposes a 100% recovery to holders of Class 6 -
General Unsecured Claims. The Debtors obtained an exit first lien
term loan in the principal amount of $447.2 million.
Certain Holders of First Lien Revolver Claims can elect to equitize
a specified portion of their claims and receive their pro rata
share of 100% of the equity in reorganized Aspect. Holders of
First Lien Revolver Claims can opt to participate in the new, $30
million revolving credit facility and receive payment in full in
Cash of their Allowed First Lien Revolver Claim.
Aspect will launch a Rights Offering, pursuant to which Holders of
Second Lien Note Claims who are Eligible Offerees will receive
Rights to purchase HoldCo PIK Convertible Notes (i) in the amount
of $60 million (but which may be increased dollar-for-dollar by the
amount of any DIP Facility Claims, up to an additional $30 million)
and (ii) which will be automatically and mandatorily converted into
25% of the New Equity, subject to the occurrence of certain
conditions precedent and subject to dilution on account of New
Equity issued in connection with the Management Incentive Plan and
Backstop Put Amount.
A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/ASPIds0324.pdf
About Aspect Software
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs
of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact
center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D.
Del.
Proposed Lead Case No. 16-10597) on March 9, 2016. Robert
Krakauer
signed the petitions as executive vice president and chief
financial officer.
The Debtors are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Joshua A.
Sussberg, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland &
Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Esq., and
William A. Guerrieri, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois. The Debtors also tapped Alix Partners, LLP as financial
advisor, Jefferies LLC as investment banker and Prime Clerk LLC as
claims, notice, and balloting agent.
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 Aspect Software Parent, Inc.
ATI HOLDINGS: Moody's Assigns B2 CFR & Rates New $705MM Loans B1
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to ATI Holdings Acquisition,
Inc. ("ATI"). At the same time, Moody's assigned a B1 rating to
ATI's proposed $705 million senior secured first lien term loan
facilities (composed of a $70 million revolving credit facility
expiring in 2021 and a $635 million senior secured first lien term
loan due 2023). The rating outlook is stable.
Proceeds from the credit facilities along with a $225 million
second lien term loan (not rated by Moody's) and equity from Advent
International and management will be used to fund the acquisition.
The ratings at ATI Holdings, Inc. will be withdrawn at the close of
the transaction.
The following is a summary of Moody's rating actions.
Ratings Assigned:
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
$70 million senior secured revolver expiring 2021 at B1 (LGD 3)
$635 million senior secured 1st lien term loan due 2023 at B1 (LGD
3)
Outlook stable
RATINGS RATIONALE
The B2 Corporate Family Rating reflects ATI's very high financial
leverage, its small but growing revenue base and geographic
concentration in two regions. Furthermore, Moody's is concerned
that relatively low barriers to entry could increase competitive
challenges in the longer-term. The rating also reflects the
company's aggressive growth strategy, both organically and through
acquisitions, which will limit debt repayment.
Alternatively, the rating is supported by ATI's demonstrated track
record of solid revenue and EBITDA growth, even throughout the
economic recession and in spite of its focus on workers
compensation cases from cyclical industries like construction and
manufacturing. The rating is also supported by ATI's solid market
share within the regions the company competes.
The stable rating outlook reflects Moody's expectation that the
company will continue to see earnings growth, characterized by
strong margins and steady cash flow. While Moody's believes that
cash flow will likely be used for additional growth rather than
debt repayment, Moody's expects the company to delever on an
adjusted debt to EBITDA basis to about 6.0 times by the end of
fiscal 2016, primarily via EBITDA growth from de novo expansion.
Although not likely in the near-term, an upgrade is possible should
ATI reduce and sustain adjusted debt to EBITDA below 5.0 times and
significantly increase its scale and diversification.
The rating could be downgraded if the company increases debt to
EBITDA on a sustained basis above 7 times, either for acquisitions
or shareholder initiatives or if free cash flow to debt were to
become negative.
ATI Holdings Acquisitions, Inc., headquartered in Bolingbrook, IL,
is an outpatient physical therapy and rehabilitation provider. The
company operates over 500 clinics in nineteen states concentrated
around the U.S. Midwest and east coast. ATI reported revenues of
$454 million for the period ended December 31, 2015. ATI is owned
by financial sponsor Advent International.
ATI HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to ATI Holdings Acquisition Inc. The outlook is
stable. Concurrently, S&P affirmed its 'B' corporate credit rating
on ATI Holdings Inc. The outlook is stable. S&P is subsequently
withdrawing the rating. S&P is also withdrawing its 'B' rating and
'3' recovery rating on the senior secured debt.
S&P assigned its 'B' rating to the $70 million revolving credit
facility and $635 million first-lien term loan. The recovery
rating on this debt is '3', indicating S&P's expectations of
meaningful recovery (50% to 70%, at the higher end of the range) in
the event of a default. S&P also assigned its 'CCC+' rating to the
company's second-lien debt. The recovery rating on the second-lien
debt is '6' indicating S&P's expectations of negligible recovery
(0% to 10%), in the event of a default.
"Our ratings on ATI reflect our assessment of the business risk
profile as weak and the financial risk profile as highly
leveraged," said Standard & Poor's credit analyst David Kaplan.
ATI's business risk is characterized by its concentrated geographic
presence, vulnerability to economic cycles, low barriers to entry,
and an ambitious growth strategy. The company operates in 19
states, with about 40% of its revenues derived from one state,
Illinois, in 2015. The company's business risk also reflects its
susceptibility to reimbursement from third-party payors. ATI's
concentration of revenues in Illinois coupled with the state's rate
cut in workers' compensation payment rates hurt margins in 2012.
Despite this rate cut, S&P views ATI's payor mix as somewhat
stronger than its peers, with about 51% and 25% of revenues,
respectively, from commercial payors and workers' compensation.
The bulk of the remaining balance is from Medicare and Medicaid.
ATI is well positioned as payors focus on lower-cost settings and
favorable treatment outcomes stemming from outpatient physical
therapy, leading to a generally stable reimbursement environment.
ATI's aggressive growth strategy of expanding its presence in new
geographical areas should gradually reduce revenue concentration
and improve its payor diversity. The company's track record of
successfully integrating acquisitions and launching de novo clinics
has contributed to EBITDA growth. S&P believes the company has
been able to achieve efficiencies leveraging its proprietary
billing and time-management IT platforms.
The stable outlook reflects S&P's expectation of solid double-digit
revenue growth, helped by acquisitions, as well as sustained
margins of about 28%. S&P expects a modest decline in leverage as
a result of expanding EBITDA.
S&P could lower the rating if there is an unforeseen decline in
clinical visits or if S&P anticipates that a material cut to
reimbursement from a large revenue-contributing state that will
result in a meaningful contraction of EBITDA, resulting in
negligible cash flow generation. Such a scenario would involve a
decline in EBITDA margins of about 400 basis points.
S&P believes an upgrade is unlikely given the company's high debt
leverage and S&P's expectation that the private equity sponsors
will seek to maintain leverage above 5x, as the company pursues
growth through acquisitions.
BACK9NETWORK INC: Asks Court to Extend Exclusivity to June 1
------------------------------------------------------------
Back9Network, Inc. and Swing By Swing, Inc., ask the U.S.
Bankruptcy Court for the District of Connecticut to extend the time
within which they have the exclusive right to file a Chapter 11
plan to June 1, 2016, pursuant to Bankruptcy Code Sections 1121(b)
and 1121(d), and Bankruptcy Rule Section 9006(b).
The Debtors tell the Court that they, Golfworks LLC, their
postpetition lender, and the Official Committee of Unsecured
Creditors appointed in the case have engaged in extensive
negotiations regarding the terms of a proposed Plan of
Reorganization. The State of Connecticut Department of Economic and
Community Development has also been involved with the negotiations.
The parties have made significant progress in the negotiations and
expect that the Debtors will be in a position to file a joint
consensual plan within the next 30 days, the Debtors say.
Back9 has identified a group of existing investors that is prepared
to invest $2,000,000 in the Debtors for the purpose of funding both
postpetition operations and a restructuring pursuant to a plan of
reorganization. Significantly, the Investor Group was the only
entity willing to submit a letter of intent to invest in the
Debtors. The Investor Group consists of five individuals, each of
whom is an equity security holder and a convertible note holder in
Back9. For purposes of funding the Debtor's post-petition
operations the Investor Group formed GolfWorks, a limited liability
company. The five members of the Investor Group are: Brian
Furbish, Karl Krapek, Denis Nayden, Ted Rossi, and Paul Raether.
The Debtors' exclusivity period was scheduled to expire April 21,
2016, absent an extension.
Any response to the Motion must be filed with the Court no later
than May 3, 2016. In the absence of a timely filed response, the
Court may approved the request without further notice and hearing.
Back9Network Inc. and Swing by Swing Golf, Inc., engaged in the
business of developing and selling media content and information
over the internet, filed Chapter 11 bankruptcy petitions (Bankr.
D. Conn. Case Nos. 15-22192 and 15-22193, respectively) on Dec. 23,
2015.
The Debtors are represented by Thomas J. Farrell, Esq., and William
S. Fish, Esq., at Hinckley, Allen & Snyder LLP, in Hartford,
Connecticut. The Debtors have tapped Cardinal Advisors, LLC as
financial advisors and CohnReznick as accountants.
The United States Trustee appointed the Committee of Unsecured
Creditors on January 12, 2016.
BILL BARRETT: Updates Commodity Price and Derivative Information
----------------------------------------------------------------
Bill Barrett Corporation provided an update on certain first
quarter of 2016 commodity price data and has scheduled its first
quarter of 2016 financial results release date and conference
call.
Commodity Price and Derivative Information
For the first quarter of 2016, West Texas Intermediate oil prices
averaged $33.45 per barrel, Northwest Pipeline natural gas prices
averaged $1.94 per MMBtu and NYMEX natural gas prices averaged
$2.09 per MMBtu. The Company had derivative commodity swaps in
place for the first quarter of 2016 for 7,300 barrels of oil per
day tied to WTI pricing at $81.65 per barrel, 5,000 MMBtu of
natural gas per day tied to NWPL regional pricing at $4.10 per
MMBtu and no hedges in place for NGLs.
Based on preliminary unaudited results, the Company expects to
realize a cash commodity derivative gain of $33.0 million in the
first quarter due to positive derivative positions. The Company
expects its first quarter commodity price differentials to
benchmark pricing before commodity derivative gains, related to
delivery location and quality adjustments, to approximate: oil less
$5.85 price per barrel versus WTI; and natural gas less $0.28 per
thousand cubic feet compared to NWPL. The DJ Basin oil price
differential averaged $5.61 per barrel. The Company continues to
realize lower oil price differentials as Denver-Julesburg and Uinta
Basin infrastructure expands and local pricing improves. NGL
prices averaged 28% of WTI price per barrel.
For the remainder of 2016, approximately 7,267 barrels per day of
oil is hedged at an average WTI price of $76.72 per barrel.
Realized sales prices will reflect basis differentials from the
index prices to the sales location.
Financial and Operating Results Conference Call and Webcast
The Company's first quarter of 2016 financial and operating results
press release will be issued after the market close on Thursday,
May 5, 2016. The Company plans to host a conference call on
Friday, May 6, 2016, to discuss the results. The call is scheduled
at 10:00 a.m. Eastern time (8:00 a.m. Mountain time). Please join
the webcast conference call live or for replay via the Internet at
www.billbarrettcorp.com, accessible from the Investor Relations
page. To join by telephone, call 855-760-8152 (631-485-4979
international callers) with passcode 90845487. The webcast will
remain on the Company's Web site for approximately 30 days and a
replay of the call will be available through May 13, 2016, at
855-859-2056 (404-537-3406 international) with passcode 90845487.
A copy of the press release is available for free at:
http://is.gd/vmxA1Y
About Bill Barrett
Bill Barrett Corporation is an independent energy company that
develops, acquires and explores for oil and natural gas resources.
All of the Company's assets and operations are located in the Rocky
Mountain region of the United States.
Bill Barrett reported a net loss of $488 million in 2015 following
net income of $15.08 million in 2014.
As of Dec. 31, 2015, the Company had $1.51 billion in total assets,
$966 million in total liabilities and $549 million in total
stockholders' equity.
BLACK ELK ENERGY: Fieldwood Entities Object to Plan Disclosures
---------------------------------------------------------------
BankruptcyData reported that the Fieldwood Entities have filed with
the U.S. Bankruptcy Court an objection to Black Elk Energy Offshore
Operations' Disclosure Statement and Proposed Plan of Liquidation.
The objection explains, "The Debtor has requested this Court
conditionally approve this Disclosure Statement on an emergency
basis, but still fails to provide adequate information, including,
among other things, the failure to include information on: The
bonds/escrows securing P&A obligations on a per OCS lease basis;
The amounts available on an individual OCS lease basis to cover the
Debtor's P&A obligations on both operated and non-operated
properties; The estimated amounts of all administrative expense
claims in this Chapter 11 Case, including how such claims will be
paid in the event that: (a) Montco fails to complete the P&A
services; (b) there are insufficient bonds/escrows to cover the
non-operated Debtor properties and the operated Debtor properties;
and/or (c) the Debtor attempts to abandons such properties; and (d)
The properties that are being marketed for sale and what is the
timing for such sales vis a vis confirmation of the Plan."
Black Elk Energy filed its plan and disclosure statement on April
12, 2016.
About Black Elk
Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.
Black Elk had total assets of $339.7 million and total debt of
$432.3 million as of Sept. 30, 2014.
Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk under Chapter 11 bankruptcy
protection on Sept. 1, 2015, converting an involuntary Chapter 7
bankruptcy petition by its creditors. Thereafter, the Company
filed with the Court a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-34287) on Sept. 10, 2015.
Judge Paul later recused herself from the case and the matter was
given to Judge Marvin Isgur, according to information posted on
the
case docket on Sept. 14.
The Debtor is represented by Elizabeth E. Green of Baker &
Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief
Restructuring Officer.
BOREAL WATER: Seeking New Auditor to Replace Terry Johnson
----------------------------------------------------------
As mentioned in Boreal Water Collection, Inc.'s 8-K filed with the
Securities and Exchange Commission on Sept. 25, 2015, the Company
has completed its investigation of whether it can rely on its
former auditor, Terry L. Johnson's unqualified audit report for
fiscal year 2014 and the financial statements for 2014. The
Company has concluded that it cannot rely on that report and is no
longer relying on the previously issued financial statements for
its fiscal year 2014.
The Company's management is currently seeking a new auditor for
advice on how to proceed as well as attempting to secure necessary
funds to pay for what is now 4 fiscal years of back audits (2012 -
2015) and corresponding amendments to its periodic reporting and
catching up on other EDGAR reporting filings. In the meantime, the
Company is posting its unaudited financial statements on OTC
Markets (symbol: BRWC). The Company said it will update its plans
with additional informational filings.
About Boreal Water
Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.
Boreal Water reported a net loss of $886,000 on $2.41 million of
sales for the year ended Dec. 31, 2014, compared with net income of
$613,000 on $2.15 million of sales for the year ended Dec. 31,
2013.
As of March 31, 2015, the Company had $3 million in total assets,
$2.68 million in total liabilities, and $314,000 in total
stockholders' equity.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014. The accounting firm noted that the
Company has incurred a deficit of approximately $3.6 million and
has used approximately $800,000 of cash due to its operating
activities in the two years ended Dec. 31, 2014. The Company may
not have adequate readily available resources to fund operations
through Dec. 31, 2015. This raises substantial doubt about the
Company's ability to continue as a going concern.
BTCS INC: Deane Gilliam Reports 4.9% Stake as of March 22
---------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Deane A. Gilliam reported that as of March 22, 2016, he
beneficially owns 7,763,371 shares of common stock of BTCS Inc.
representing 4.93% (based on 157,480,545 shares of common stock
issued and outstanding on Feb. 17, 2016). A copy of the regulatory
filing is available for free at http://is.gd/g3OmnS
About BTCS
BTCS is an early entrant in the digital currency ecosystem and one
of the first U.S. publicly traded companies to be involved with
digital currencies. On July 24, 2015, the Company effected a
change in its name from Bitcoin Shop, Inc. to BTCS Inc.
On Aug. 3, 2015, the Company's common stock began trading on the
OTC Markets under the new name and with a new CUSIP (05581M 107),
but retained the stock symbol "BTCS."
The Company incurred a net loss of $10.04 million in 2015 following
a net loss of $14.75 million in 2014.
As of Dec. 31, 2015, BTCS had $3.23 million in total assets, $6.02
million in total liabilities and a total stockholders' deficit of
$2.78 million.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that the Company has suffered recurring losses
from operations and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
BUDD COMPANY: Hearing Today on 7th Amended Disclosures
------------------------------------------------------
Bankruptcy Judge Jack. B. Schmetterrer scheduled a hearing for
April 22, 2016, at 1:30 p.m. to consider approval of the disclosure
statement explaining former automotive parts supplier The Budd
Company, Inc.'s Seventh Amended Plan dated March 31, 2016. The
Disclosure Statement provides for minor changes from the previous
version and does not alter the treatment of claims. As with the
prior iteration, the latest iteration of the Disclosure Statement
provides that unsecured creditors will receive 66% of the allowed
amount of their claims. A copy of the Seventh Amended Disclosure
Statement is available for free at:
http://bankrupt.com/misc/Budd_Co_1730_7th_Am_DS.pdf
The Budd Company's Chapter 11 plan is premised on a settlement With
parent ThyssenKrupp North America, Inc. To monetize the Debtor's
largest causes of action, the Plan seeks approval of the TKNA
Settlement Agreement.
According to the Disclosure Statement explaining the Fifth Amended
Plan, holders of non-priority tax claims (Class 1) and secured
claims (Class 2) are expected to have a 100% recovery. In
satisfaction of the 4,000 UAW retiree benefit claims (Class 3),
which are now scheduled as unliquidated, the UAW VEBA will be
established and funded for the benefit of the UAW Retirees. In
satisfaction of the 1,000 E&A retiree benefit claims (Class 4),
which are now scheduled as unliquidated, the E&A retirees will
receive retiree benefits through the E&A VEBA. As to asbestos
claims (Class 5), allowed insured asbestos claims will have an
estimated recovery of 100% from the proceeds of asbestos insurance
policies and holders of uninsured asbestos claims will have a
recovery of 66%, from the asbestos claim fund. Holders of 11
general unsecured claims totaling $7.5 million (Class 6) will
receive cash equal to the amount of 66% of the allowed amount of
their claims. The 78 holders of claims assumed by TKNA in the
aggregate amount of $228 million (Class 7) will have a 100 percent
recovery. As for the equity interests (Class 8), TKNA will retain
100% of the equity interests in the Debtor in accordance with the
TKNA Settlement Agreement.
About The Budd Company
The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.
The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.
Liabilities amount to approximately $1 billion with assets of
approximately $400 million. Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.
The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.
The Hon. Jack B. Schmetterer oversees the case. The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.
The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees. The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant. The Committee retained Solic Capital Advisors, LLC as
its financial advisor.
Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.
BUFFETS LLC: 341 Meeting of Creditors Adjourned to May 23
---------------------------------------------------------
The meeting of creditors of Buffets LLC has been moved to May 23,
at 1:30 p.m., according to a filing with the U.S. Bankruptcy Court
for the Western District of Texas.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Buffets LLC
Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S. The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R). These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price. In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).
Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.
In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.
Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016. The cases are assigned to
Judge Ronald B. King.
The Debtors have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BUFFETS LLC: Committee Hires Greenberg Traurig as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets, LLC, et
al., seeks authorization from the U.S. Bankruptcy Court for the
Western District of Texas to retain Greenberg Traurig, LLP as
counsel to the Committee, nunc pro tunc to March 22, 2016.
The Committee requires Greenberg Traurig to:
(a) advise the Committee with respect to its rights, duties,
and powers in the bankruptcy case;
(b) assist and advice the Committee in its consultations with
the Debtors in connection with the administration of the
Bankruptcy cases;
(c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors, operation of the Debtors' businesses and the
desirability of continuing or selling such businesses
and/or assets under Bankruptcy Code section 363, the
formulation of a chapter 11 plan and other matters
relevant to the bankruptcy cases;
(d) 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, including analysis of possible objections to
the nature, extent, validity, priority, amount,
subordination, or avoidance of claims and/or transfer of
property in consideration of such claims;
(e) advise and represent the Committee in connection with
matters generally arising in the bankruptcy cases,
including the obtaining of credit, the sale of assets, and
the rejection or assumption of executor contracts and
unexpired leases;
(f) appear before the bankruptcy Court, any other federal,
state, or appellate court;
(g) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, objections, and responses to any of the
foregoing; and
(h) perform such other legal services as may be required or
are otherwise deemed to be in the interest of the
Committee in accordance with the Committee's powers and
duties as set forth in the Bankruptcy Code, Bankruptcy
Rules, or other applicable law.
Greenberg Traurig will be paid at these hourly rates:
Shareholders $425-$1,235
Of Counsel $310-$1,250
Associates $235-$765
Legal Assistants/Paralegals $215-$410
Greenberg Traurig has agreed that its blended hourly rate for all
timekeepers for the bankruptcy cases will be $525 per hour.
Greenberg Traurig has agreed not to bill for non-working travel
time.
Greenberg Traurig will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David B. Kurzweil, shareholder of Greenberg Traurig, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Greenberg Traurig can be reached at:
David B. Kurzweil
GREENBERG TRAURIG, LLP
3333 Piedmont Road, NE
Suite 2500
Atlanta, GA 30305
Tel: (678) 553-2100
Fax: (678) 553-2212
Email: kurzweild@gtlaw.com
About Buffets LLC
Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S. The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R). These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price. In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).
Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.
In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.
Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016. The cases are assigned to
Judge Ronald B. King.
The Debtors have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.
BX ACQUISITIONS: Selling Personal Property for $46,000
------------------------------------------------------
BX Acquisitions, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to sell personal property
of the estate.
After ceasing operations, the Debtor on Jan. 31, 2016, sought to
reject a lease or executory contract with the Toledo-Lucas County
Port Authority. As a result of ongoing negotiations and as part of
winding up of operations, by agreement with the Port Authority, the
Debtor continued to occupy the facilities located at One Air Cargo
Parkway East, Swanton, Ohio 43558 in exchange for the Port
Authority's access to the Debtor's operational systems for
facilities management and logistics. With either the Debtor or the
Port Authority being able to terminate such arrangement upon 30
days' notice.
On March 23, 2016, the Debtor provided notice to the Port Authority
of the intention to terminate the arrangement as of April 22, and
proceed with the liquidation of the personal property located at
the Facilities absent the bid or interest of the Port Authority in
acquiring any of such property on or before April 11. On March 23,
the Debtor also commenced the solicitation of other bids for the
personal property and equipment.
As a result of the solicitation of bids, the Debtor requests the
authority to proceed with the sale of the following equipment and
personal property as follows:
A. Principle Business Enterprises, Inc. $40,000
Quantity & Description
----------------------
1 Yard Horse
25 Acer S200HQ 19.5" Widescreen (1600 x 900) Display, Black
9 Dell Optiplex 790 DT Desktop i5-2500 Quad-Core 3.3GHz 6…
1 PowerEdge R620 - Base $2800 – Normal Config
1 PowerEdge R620 - Base $2800 – Normal Config
1 PowerEdge R420 - Base $1400 – Normal Config
1 HP DL360p Gen8 10-SFF CTO Server SN: MXQ50100W8
1 Equilogic PS6100 SAN 600GB drives
1 Equilogic PS6100 SAN 2TB drives
1 Server Rack housing the PowerEdge servers
4 Cisco Wireless Access Point
3 Apple iPad Pro – Wi-Fi – 32 GB – Space Gray
5 Samsung LN46A650 46" 1080p LCD TV
3 Sharp LC-60E77UN 60" AQUOS LCD TV
3 Golf Clubs Mizuno and TaylorMade
6 Wilson Golf Balls
1 Kitchen Table with 4 chairs
1 Brown leather couch & matching chair
1 Square coffee table
2 Pallets of ergonomic floor mats ~ 30 total mats
B. COFC Logistics $1,000
Quantity & Description
----------------------
9 Battery backup units – salvage area
1 Dresser used – salvage area
6 Household lamps – salvage area no light bulbs
4 Digital cameras – salvage area
2 Samsung Monitors – salvage area
1 Duel Monitor stand – used
1 Desk printer – used – HP Laserjet 2300
1 3 ring hole punch – used
2 Space heaters – used – Holmes desk heaters
1 Shredder – used – Fellowes 99Ci
1 Projector – used – Epson EX 5210
2 Dell laptop roller bags – new
1 8 X 11 laminator – used
1 Soft cover binder – used.
1 Dell Power Connect 2024 – used.
2 Cysco Catalyst 3500 – used.
C. Metric Metal $4,870
Quantity & Description
----------------------
6 Latitude E6540 laptops– used
2 Latitude E6530 laptops– used
2 Cisco Asa 5505 Router/firewall/VPN – used
1 Cisco ASA 5510 Router/firewall/VPN – used
2 Fujitsu Imager 5650C – used
6 Dell Laptop Desk stands – used
1 Sharp MX – 4111n scanner, printer, copier – used
1 Sharp MX-M503N scanner, printer, copier – used
It is the Debtor's position that any proceeds as a result of this
sale would be available to the Debtor for purposes of advancing and
completing the plan being developed and payment of allowed claims.
About BX Acquisitions
BX Acquisitions, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 15-33538) on Nov. 2, 2015, listing $2.15
million in total assets and $22.04 million in total liabilities.
The petition was signed by Christopher Marshall, chief financial
officer.
At the commencement of the case, the Debtor's business operation
was compromised of two components: (1) network services; and (2)
logistic services. At the outset of this case, the Debtor
undertook efforts to discontinue and terminating the network
services segment of its business and focused efforts on
consolidating the logistics portion of the business. Thereafter,
the Debtor focused on seeking to solidify and add to its customer
base for logistics services. However; that ultimately proved
unsuccessful and as of Jan. 22, 2016 the cessation of its
operations.
The Debtor tapped Steven L. Diller, Esq., at Diller and Rice, LLC,
as attorney.
The Debtor disclosed $2.15 million in total assets and $22.04
million in total liabilities.
CARDIFF BEACH: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Cardiff Beach Trio, LLC
A California Limited Liability Company
61 E. Colorado Boulevard, Suite 210
Pasadena, CA 91105
Case No.: 16-15142
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Debtor's Counsel: Darvy M Cohan, Esq.
DARVY MACK COHAN, ATTORNEY AT LAW
7855 Ivanhoe Ave Ste 400
La Jolla, CA 92037
Tel: 858-459-4432
Fax: 858-454-3548
E-mail: dmc@cohanlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy H. Hart, manager.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-15142.pdf
CCNG ENERGY PARTNERS: Selling Cadillac Escalade for $1
------------------------------------------------------
CCNG Energy Partners, LP, et al., ask the U.S. Bankruptcy Court for
the Western District of Texas for approval to sell a 2015 Cadillac
Escalade purchased by CCNG under a financing agreement with U.S.
Bank, to Daniel Porter, President and CEO of the general partners
of CCNG.
The Debtor have sold substantially all of their valuable assets to
an affiliate of Guggenheim Corporate Funding, LLC, and have assumed
and assigned certain executory contracts and unexpired leases in
connection with the sale. The Cadillac is not among the assets
sold to Guggenheim, and Guggenheim has not assumed any contract
with respect to the Cadillac.
Significantly more is owed on the vehicle than it is currently
worth. Although the car was not for his use but rather the use of
another former employee of the Debtors, Mr. Porter was a
"co-buyer," and thus he also is a debtor on the U.S. Bank loan
along with CCNG. The Debtors no longer need the vehicle, and wish
to have this debt expeditiously retired if possible.
Accordingly, the Debtors seek to sell their stake in the vehicle to
Daniel Porter in exchange for $1 and his agreement to negotiate and
satisfy the debt owed to the creditor with respect to the
Cadillac.
CCNG has no further need for the Cadillac and wish to sell it to
Mr. Porter for the following consideration: $1.00 plus an agreement
to pay the remaining amount of the debt still owed to U.S. Bank
with respect to the Cadillac. Mr. Porter has agreed to purchase
the Cadillac for such consideration.
Attorneys for the Debtors:
WALLER LANSDEN DORTCH & DAVIS, LLP
Christopher G. Bradley, Esq.
Eric J. Taube, Esq.
Mark C. Taylor, Esq.
Cleveland R. Burke, Esq.
Christopher G. Bradley, Esq.
100 Congress Avenue, 18th Floor
Austin, TX 78701
Telephone: 512/685-6400
Telecopier: 512/685-6417
E-mail: Eric.Taube@wallerlaw.com
Mark.Taylor@wallerlaw.com
Cleveland.Burke@wallerlaw.com
Christopher.Bradley@wallerlaw.com
About CCNG Energy
CCNG Energy Partners, L.P., et al., are engaged in the business of
(a) disposing of non-hazardous oil and gas exploration and
production waste, such as mud cuttings and other solid oilfield
waste along with waste water produced during the hydraulic
fracturing and production processes, (b) truck and oilfield
equipment cleaning services, and (c) selling recovered oil and
brine.
CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners
GP,
L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity
Environmental Catarina SWD, L.L.C., Trinity Environmental Titan
Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity
Environmental Services, L.L.C. (collectively, the "Operating
Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The
petition was signed by Daniel B. Porter as CEO of General Partner.
All of the Debtors' operations are performed by the Operating
Subsidiaries.
The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.
The Debtors were initially represented by Taube Summers Harrison
Taylor Meinzer Brown LLP. After the firm's merger with Waller
Lansden Dortch & Davis, LLP, the Debtors have hired Waller Lansden
as counsel.
Judge Ronald B. King is assigned to the case.
The Debtors are engaged in the disposal of produced saltwater and
waste from the exploration and production of oil and gas.
In 2015, the Office of the U.S. Trustee appointed six creditors to
the official committee of unsecured creditors. The creditors are
Sun Coast Resources Inc., KBK Industries, Sabine Storage &
Operations Inc., Cambrian Management Ltd., WLP Oilfield Services,
and Dolphin Services & Chemicals LLC.
CINCINNATI TERRACE: Proposes to Sell Cincinnati Property
--------------------------------------------------------
Cincinnati Terrace Plaza Retail, LLC, seeks authority from the U.S.
Bankruptcy Court to sell substantially all of its assets,
consisting of one-third of a 19-story mixed-use office/retail/hotel
located in downtown Cincinnati.
The entirety of the Real Property is owned by Terrace Plaza
Entities. The Debtor and its affiliates, Cincinnati 926 Hotel,
LLC, and Cincinnati 926 Office, each owns a condominium one-third
of the Real Property.
Th Debtor seeks to sell the Property through a public auction. The
initial opening bid for the Property is will be $6,000,000. The
Debtor said Madison Realty Investments, Inc., offered $7,000,000
for the Property at a receivership sale in January 2016. Madison
has the right, but not the obligation, to credit bid for the
Business. Madison is deemed a Qualified Bidder and will be exempt
from the qualification requirements.
The Highest Bidder will be required to tender to the escrow agent
an initial down-payment of $50,000.
The Debtor will move before the Court on April 26, 2016, at 10:00
am, for entry of an order authorizing the sale of substantially all
of its assets.
Proposed Counsel for Cincinnati Terrace Plaza Retail, LLC:
David L. Stevens
SCURA, WIGFIELD HEYER & STEVENS, LLP
1599 Hamburg Turnpike
Telephone: 973-696-8391
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.
COMMONWEALTH RENEWABLE: No Need for Ch. 11 Trustee, Court Rules
---------------------------------------------------------------
Judge Gregory Taddonio of the U.S. Bankruptcy Court for the Western
District of Pennsylvania denied the Motion for Reconsideration of
the Feb. 11, 2016, order denying Ruth F. Anderson and Kathy L.
Anderson's motion to appoint a Chapter 11 trustee for Commonwealth
Renewable Energy, Inc., finding that the Andersons have not shown
by clear and convincing evidence that sufficient grounds exist to
appoint a chapter 11 trustee for the Debtor.
Judge Taddonio pointed out that it is undisputed that a certain
degree of acrimony exists between the Andersons and Commonwealth's
principals, Stephen Frobouck and Steven Savor, Jr., given the
parties were afforded ample opportunities to reach a consensual
resolution with the assistance of an experienced mediator, but
failed to reach an agreement. Although the Court is surprised by
this result given the amount of time invested by the parties and
the seemingly uncomplicated nature of the dispute, it nonetheless
remains that settlements do not always occur in every case. While
the inability to resolve this matter is undoubtedly frustrating to
the Andersons, the appointment of a trustee on the sole basis that
the parties were unable to effectuate a settlement is, without
more, an unnecessarily punitive measure, Judge Taddonio held. This
is especially true when the mediator has not challenged the good
faith participation of the parties, nor has the current rancor
extended "beyond the healthy conflicts that always exist between
debtor and creditor," the judge added.
A full-text copy of Judge Taddonio's Opinion dated April 18, 2016,
is available at http://bankrupt.com/misc/CRIop0418.pdf
Commonwealth Renewable Energy, Inc., sought protection under
Chapter 11 of the Bankruptcy Code on July 3, 2014 (Bankr. W.D.
Pa.,
Case No. 14-22724). The Debtor's counsel is Paul J. Cordaro,
Esq.,
at Campbell & Levine, LLC, in Pittsburgh, Pennsylvania. The
petition was signed by Stephen C. Frobouck, president.
CONTROL SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Control Systems Design and Automation, Inc.
dba Control Systems Design
5237 Nashville Road, Building 1
Bowling Green, KY 42101
Case No.: 16-10373
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Western District of Kentucky (Bowling Green)
Judge: Hon. Joan A. Lloyd
Debtor's Counsel: Mark H. Flener, Esq.
MARK H. FLENER
P.O. Box 8
1143 Fairway Street, Suite 101
Bowling Green, KY 42102-0008
Tel: (270) 783-8400
Fax: (270) 783-8873
E-mail: mark@flenerlaw.com
Total Assets: $518,289
Total Liabilities: $2.24 million
The petition was signed by Robert Scheidegger, authorized
representative.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb16-10373.pdf
DELTA MECHANICAL: Exclusivity Extended to May 17, UCC Plan Shelved
------------------------------------------------------------------
Bankruptcy Judge George B. Nielsen of the U.S. Bankruptcy Court for
the District of Arizona granted the request of Delta Mechanical
Inc. and its debtor affiliates to extend their exclusive periods to
file and solicit acceptances of a Chapter 11 plan. The Court held
that the period in which the Debtors have the exclusive ability to
file a plan of reorganization, as provided in 11 U.S.C. Sec.
1121(b), is extended through May 17, 2016. The period in which the
Debtors have the exclusive ability to solicit acceptances in favor
of any plan, as provided in 11 U.S.C. Sec. 1121(c)(3), is extended
to July 18, 2016, provided that the Debtors file a plan on or
before May 17, 2016.
The Court overruled the objection of the Official Committee of
Unsecured Creditors to the Debtors' Motion to Extend Exclusivity.
The Court said no further action shall be taken with respect to the
Committee's Plan of Reorganization Dated April 12, 2016, or the
attendant disclosure statement, during the exclusivity period, as
extended. However, the Debtors' request at the Hearing to strike
the Committee's Plan and Disclosure Statement is denied.
Mesa, Arizona-based Delta Mechanical Inc. and its debtor-affiliates
sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case
No. 15-13316) on October 19, 2015. Hon. George B. Nielsen Jr.
presides over the case.
The Debtors are represented by:
John J. Hebert, Esq.
Philip R. Rudd, Esq.
Wesley D. Ray, Esq.
POLSINELLI PC
One East Washington Street
CityScape Building, Suite 1200
Phoenix, AZ 85004
Tel: 602-650-2011
Fax: 602-391-2546
E-mail: jhebert@polsinelli.com
prudd@polsinelli.com
wray@polsinelli.com
In its petition, Delta Mechanical estimated $1 million to $10
million in assets, and $10 million to $50 million in liabilities.
The petitions were signed by Todor Kitchukov, president.
DIVERSE ENERGY: Gets OK to Distribute Proceeds from Cimarron Sale
-----------------------------------------------------------------
Diverse Energy Systems LLC won court approval to distribute the
proceeds from the sale of its assets to Cimarron Acquisition Co.
The order, issued by Judge Karen Brown of the U.S. Bankruptcy Court
for the Southern District of Texas, allowed the company to pay ITS
Engineered Systems Inc. and three others from the sale proceeds.
The company received a total of $3.9 million from the sale, which
was approved by the court on January 22, according to court
filings.
Diverse Energy will pay $275,000 to ITS; $72,435 to its legal
counsel Forshey & Prostok LLP; $20,500 to the company's chief
restructuring officer; and $35,011 to Rockport Resources Capital
Corp.
The payment to Rockport is subject to court approval of its
application to allow its administrative expense claim in the amount
of $70,022. If approved, Diverse Energy would pay half of the
claim while ITS would pay the other half, according to court
filings.
The court will issue a separate order in ITS' bankruptcy case
approving the distribution of the proceeds it received from the
sale of its assets.
ITS, a subsidiary of Diverse N.D., also sold its assets to
Cimarron, which paid $1.57 million. The bankruptcy court approved
the sale on January 22.
About Diverse Energy
Diverse Energy Systems, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. S.D. Tex. Lead Case No. 15-34736) on Sept. 7,
2015. The jointly administered cases have been assigned to Judge
Karen K. Brown.
Forshey Prostok LLP serves as the Debtor's counsel. SSG Advisors,
LLC serves as the Debtor's financial and restructuring advisor. The
Debtor tapped Gordon Brothers Asset Advisors, LLC as appraiser.
Diverse is the indirect parent of ITS Engineered Systems, Inc. ITS
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code on April 17, 2015. ITS's bankruptcy case is
currently pending in this Court as Case No. 15-32145.
Diverse is a provider of integrated solution platforms for upstream
and midstream customers in the natural gas production, oil
production, and water treatment industries.
On Oct. 5, 2015, Diverse disclosed total assets of $15,836,103 and
total liabilities of $3,261,959.
On Dec. 22, 2015, Diverse filed a motion to extend the period of
time during which it alone holds the right to file a Chapter 11
plan. Diverse proposed to extend its exclusive right to file a plan
to April 4, 2016, and to solicit votes from creditors to June 3,
2016.
The extension, if approved, would prevent others from filing rival
plans in court and maintain Diverse's control over its bankruptcy
case.
The Debtors closed on the sale of certain assets to Cimarron
Acquisition Co. on Jan. 29, 2016.
DJ SIMMONS: Hires Gerding & O'Loughlin as Special Counsel
---------------------------------------------------------
D.J. Simmons Company Limited Partnership, et al., sought and
obtained permission from the U.S. Bankruptcy Court for the District
of Colorado to retain Gerding & O'Loughlin P.C. as special counsel
to the Debtors, nunc pro tunc to March 1, 2016.
D.J. Simmons requires Gerding & O'Loughlin to render services
related to general business litigation issues outside of bankruptcy
work, such as the review and/or creation of general business
documents and agreements relating to the Debtors' business,
including legal opinions relating thereto.
Richard L. Gerding, Esq., at Gerding & O'Loughlin, the person who
will be principally involved in the case, will be paid $350 per
hour.
Mr. Gerding 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.
Gerding & O'Loughlin can be reached at:
Richard L. Gerding
GERDING & O'LOUGHLIN P.C.
304 N Behrend Ave,
Farmington, NM 87401
Tel: (505) 325-1804
About D.J. Simmons
Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas
exploration and production company. D.J. Simmons Company Limited
Partnership, Kimbeto Resources, LLC and D.J. Simmons, Inc. filed
separate Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763,
16-11765 and 16-11767) on March 1, 2016. The cases are jointly
administered under Lead Case No. 16-11763.
The petitions were signed by John Byrom, president of D.J. Simmons,
Inc. D.J. Simmons Company disclosed $9.94 million in total assets
and $12.85 million in total liabilities. Kimbeto Resources
disclosed $976,190 in total assets and $9.81 million in total
liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP,
serves as the Debtors' counsel.
ELO TOUCH: S&P Withdraws 'CCC+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'CCC+'
corporate credit rating on Milpitas, Calif.-based Elo Touch
Solutions Inc. at the issuer's request. "We also withdrew our
issue-level ratings on Elo's revolving credit facility and first-
and second-lien term loans," said Standard & Poor's credit analyst
Geoffrey Wilson.
ENERGY XXI: Pay $10.2M to Mineral Interests Owners
--------------------------------------------------
Energy XXI Ltd, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas for approval to pay holders of mineral
and other interests and working interest owners on account of lease
expenses, transportation costs, and gas buybacks as required by the
applicable leases and other agreements.
The Debtors' operations are focused on the exploration,
development, and production of oil and gas. The Debtors own an
interest in approximately 2,821 oil, gas, and mineral leases, and
are parties to approximately 218 joint operating agreements
("JOAs") governing operations of the leases. All of the Debtors'
leasehold interests are subject to or burdened by royalties, ORRIs,
and/or working interests.
The Debtors, as operators, among other things: (a) often market and
sell hydrocarbons produced from the operated wells on behalf of
holders of mineral and other interests and working interest owners;
(b) distribute the proceeds from the sale of such production to
such holders of mineral and other interests and Working Interest
owners; and (c) pay certain lease expenses, transportation costs,
gas buybacks, and other costs associated with the operation of the
oil and gas wells.
As of the Petition Date, the Debtors estimate that they owe
approximately $10.2 million to the holders of the mineral and other
interests and working interest owners. Of this amount,
approximately $2.6 million is attributable to suspended funds.
The Debtors request authority to pay the approximately $10.2
million in prepetition amounts owed to holders of the Mineral and
Other Interests and Working Interest owners. Of this amount, the
Debtors request authority to pay approximately $7.5 million under
the interim order to holders of mineral and other interests and
working interest owners during the first 21 days of these chapter
11 cases.
In addition:
* Although they do not believe any prepetition rental payments
("Delay Rentals") are owed, in an abundance of caution, the Debtors
seek authority to pay any prepetition Delay Rentals and any Delay
Rentals that become due and owing during the first 21 days of these
chapter 11 cases.
* The Debtors request authority to pay approximately $5.7
million joint-interest billings ("JIBs") due prepetition. Of this
amount, the Debtors request authority to pay approximately $4.3
million under the Interim Order for JIB amounts that will become
due and owing during the first 21 days of the Chapter 11 cases.
* While the Debtors do not believe they have any outstanding
Liabilities related to an Offer to Lease ("OTL"), in an abundance
of caution, the Debtors seek authority to pay any prepetition OTL
liabilities and any OTL liabilities that become due and payable
during the first 21 days of the chapter 11 cases.
* The Debtors request authority to pay approximately $3.9
million in prepetition costs associated with the transportation of
gas, plant thermal reduction, and in certain circumstances, crude
(the "Transportation Costs"). Of this amount, the Debtors request
authority to pay approximately $2.9 million under the Interim Order
on account of Transportation Costs that will become due and owing
during the first 21 days of the chapter 11 cases.
* The Debtors request authority to pay approximately $113,000 in
prepetition gas buybacks. Of this amount, the Debtors request
authority to pay approximately $85,000 under the Interim Order on
account of Gas Buybacks that will become due and owing during the
first 21 days of the chapter 11 cases.
* * *
Judge David R. Jones has granted interim approval to the Debtors'
motion. A final hearing is scheduled for May 5, 2016. The Interim
Order authorizes the Debtors to pay:
a. No more than $7.5 million to holders of the Mineral and Other
Interests and Working Interest Owners;
b. No more than $50,000 on account of Delay Rentals;
c. No more than $4.3 million for JIB amounts;
d. No more than $40,000 on account of OTLs;
e. No more than $2.9 million on account of Transportation Costs;
and
f. No more than $85,000 on account of Gas Buybacks.
About Energy XXI
Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".
Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The
petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K.
Brown is assigned to the cases.
Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.
The Debtors sought bankruptcy protection after reaching a deal with
lenders on the filing of a restructuring plan that would convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.
The Debtors have hired Vinson Elkins as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.
ENERGY XXI: Seeks to Continue Surety Bond Program
-------------------------------------------------
Energy XXI Ltd, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas for approval to maintain their surety
bond program without interruption and pay premiums, perform under
the indemnity agreements and obtain new surety bonds.
In the ordinary course of business, the Debtors are required to
provide surety bonds to certain third parties to secure the
Debtors' payment or performance of certain obligations related to
decommissioning, plugging and abandonment, rights-of-way, land use,
and oil and natural gas drilling and exploration activities
(collectively, the "Surety Bond Program").
As of the Petition Date, the Debtors have approximately $388
million in outstanding Surety Bonds. The Debtors' outstanding
Surety Bonds are issued by: (a) Argonaut Insurance Company, (b)
Aspen American Insurance, (c) Hanover Insurance Company, (d)
Liberty Mutual Insurance Company, (e) Philadelphia Indemnity
Insurance, (f) RLI Insurance Company, (g) U.S. Specialty Insurance
Company, and (h) Westchester Fire Insurance Company (each a
"Surety" and collectively, the "Sureties").
In 2015, the collateral demanded by the Sureties to secure the
Surety Bonds totaled approximately $23 million. As of the Petition
Date, the Debtors have posted collateral totaling approximately
$49.3 million, or approximately 12.75% of the total Surety Bonds
outstanding. This collateral is either held in restricted cash
accounts in the Debtors' name or delivered directly to the
Sureties.
About Energy XXI
Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".
Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The
petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K.
Brown is assigned to the cases.
Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.
The Debtors sought bankruptcy protection after reaching a deal with
lenders on the filing of a restructuring plan that would convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.
The Debtors have hired Vinson Elkins as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.
EVEREST HOLDINGS: S&P Affirms 'B-' CCR & Revises Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating, on Everest Holdings LLC (d/b/a Eddie Bauer) and
revised the outlook to negative from stable.
At the same time, S&P lowered its issue-level rating on Eddie
Bauer's Senior secured term loan to 'CCC+' from 'B-'. S&P also
revised its recovery rating to '5' from '3', reflecting its
expectation for modest recovery in the event of default, at the low
end of the 10% to 30% range.
"The outlook review reflects Eddie Bauer's weak sales performance
during 2015. Eddie Bauer's pace of sales was severely affected by
warm weather for an extended period of time (which reduced traffic
in stores) and by an extended strike on West Port (which delayed
timely product availability). Moreover, Eddie Bauer incurred in
additional expenses to accelerate the already late distribution of
product to selling points," said credit analyst Fernanda Hernandez.
"This resulted in EBITDA below our expectations by about 30% and
in negative free operating cash flow, resulting on
weaker-than-expected credit metrics and liquidity position for
2016."
The negative outlook reflects S&P's view of potential further
pressure on the company's liquidity position. The company's weaker
than anticipated operating and financial results as of year-end
2015 led to weaker profitability, deteriorated credit metrics and
reduced liquidity.
S&P believes that the company's merchandising strategy can
contribute to some improvement during 2016 through increasing
revenue, but in S&P's view, intense competition and execution
issues could continue to negatively affect the company's
performance this year. The negative outlook incorporates S&P's
expectation for fixed-charge coverage to remain below 1.5x, debt to
EBITDA above 5.0x and FFO to debt below 12% over the next 12
months.
S&P could lower the ratings to the 'CCC' category in the next year
if it believes an operating recovery is unlikely, resulting in
sustained negative free cash flow (perhaps as a result of mid- to
high-single-digit revenue decline or further pressure on EBITDA
margins) and S&P's view that the company will not be able to
adequately fund its business operations. Under this scenario, S&P
also believes Eddie Bauer's capital structure is unsustainable and
debt restructuring is likely in the next year.
S&P could revise the outlook back to stable if Eddie Bauer can
achieve a sustained recovery in sales during 2016. This could
result from double-digit revenue growth, such that EBITDA margins
expand toward the 15% and the company demonstrates sustained
improvement in debt leverage and fixed charge coverage measures.
Under this scenario, debt to EBITDA declining to the mid-4.0x area
and EBITDA coverage above 2.0x, could result in an upgrade over the
next 12 months.
EXCELITAS TECHNOLOGIES: Moody's Cuts Corp. Family Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Excelitas Technologies Holding
Corp.'s Corporate Family Rating (CFR) one notch to Caa1 from B3. At
the same time, Moody's downgraded the company's Probability of
Default Rating (PDR) to Caa1-PD from B3-PD and downgraded the
ratings on the company's 1st lien credit facilities to B3 (LGD3)
from B2 (LGD3). Moody's also changed the company's rating outlook
to stable from negative.
The downgrade of the CFR largely reflects recent deterioration in
the company's credit metrics as a result of materially lower than
anticipated revenues, profitability and cash flow generation over
the last several quarters, and the expectation that credit metrics
will remain relatively weak over the next 12 to 18 months. In
addition, the company's liquidity is weak as highlighted by tight
covenant cushion and a relatively small revolving credit facility,
and there is potential for the company to breach its net leverage
covenant over the next twelve months. Moody's assumes the company
will deliver its 2015 audited financials within the cure period
window or seek a waiver to avoid an event of default.
According to Moody's Analyst Brian Silver, "Excelitas credit
metrics have recently weakened considerably due to challenging
end-market demand and foreign exchange headwinds from a strong US
dollar. We anticipate some top-line improvement in 2016 supported
by a healthy backlog in Defense and Aerospace, but we remain
cautious on the company because liquidity is weak and profitability
remains challenged."
The following ratings have been downgraded:
Corporate Family Rating to Caa1 from B3;
Probability of Default Rating to Caa1-PD from B3-PD;
$40 million 1st lien revolver due 2018 to B3 (LGD3) from B2
(LGD3);
$620 million 1st lien term loan B due 2020 to B3 (LGD3) from B2
(LGD3); and
$40 million 1st lien delayed draw term loan due 2020 to B3 (LGD3)
from B2 (LGD3).
The rating outlook has been changed to stable from negative.
RATINGS RATIONALE
"Excelitas' Caa1 Corporate Family Rating (CFR) largely reflects its
very high financial leverage of roughly 8.2 times Moody's adjusted
debt-to-EBITDA and weak liquidity. Although some deleveraging is
anticipated, Moody's believes leverage will remain above 7.0 times
over the next 12 to 18 months. The rating also incorporates the
risks associated with the cyclical and potentially volatile
end-markets the company serves and the company's foreign exchange
exposure. Revolver availability is small for the company's size,
the springing net secured financial maintenance covenant is very
tight at FYE15, and we believe there is potential for a covenant
breach over the next twelve months if performance does not improve
as the covenant steps down at FYE16. However, the rating is
supported by Excelitas' enhanced size, scale, geographic
penetration and product offerings post-Qioptiq, as well as its
double-digit EBITDA margins. The rating recognizes the company's
strong position in the global custom designed photonics
end-markets, its diverse blue-chip customer base and reputation for
quality in manufacturing complex engineered products, many of which
are used in highly regulated sectors that have zero tolerance for
failure. Risk of end-market cyclicality is partially offset by the
company's diversification among different industries with varying
growth drivers. The company's technological expertise, strengthened
by engineer-to-engineer relationships with customers and often
supported by a collaborative production process, creates high
barriers to entry for competitors while raising switching costs for
customers due to the mission critical nature of the company's
products."
The stable outlook reflects Moody's expectation that the company
will moderately improve its credit metrics over the next 12 months.
It further assumes the company will remain in compliance with its
covenants, including timely delivery of audited financial
statements.
The ratings could be upgraded if the company is able to generate
healthy levels of free cash flow while improving and sustaining
adjusted leverage below 7.0 times (Moody's adjusted
debt-to-EBITDA). Alternatively, the ratings could be downgraded if
the company's liquidity weakens such that there is increasing
revolver reliance, if covenants are breached, or if the company is
unable to generate positive free cash flow on an annual basis. In
addition, the ratings could be pressured if there is a loss of a
material contract, if leverage increases from currently high levels
and is sustained above 9.0 times, or if interest coverage
(EBITA-to-interest) falls below 0.8 times.
Excelitas Technologies Corp. (Excelitas) is a global provider of
custom designed photonic components, sub-systems, and integrated
solutions to OEMs serving a wide range of applications within
various health, environmental, safety, security, industrial,
aerospace and defense markets. The company operates through two
primary business units; 1) Commercial (i.e. lighting, detection and
optics), and 2) Defense and Aerospace (i.e. optical systems and
advanced electronics systems). Veritas Capital purchased Excelitas,
the former Illumination and Detection Solutions business of
PerkinElmer, Inc., for approximately $500 million in November 2010.
In October 2013 Excelitas completed the transformational
acquisition of Qioptiq S.a.r.l. (Qioptiq), a privately held global
supplier of optical and photonic technology solutions such as
lenses and optical modules. In November 2013 the company completed
the bolt-on acquisition of Lumen Dynamic Holdings (Lumen), a
privately held manufacturer of lamp and LED-based UV curing and
fluorescence illumination systems. Excelitas' revenues based on
preliminary unaudited financials for the twelve months ending
January 3, 2016 were approximately $640 million.
FIRST DATA: Extends Maturity of $2.6 Billion Term Loans to 2021
---------------------------------------------------------------
First Data Corporation disclosed with the Securities and Exchange
Commission that it entered into a 2016 March Extension Amendment
and Joinder relating to its Credit Agreement, dated as of Sept. 24,
2007, as amended and restated as of Sept. 28, 2007, as further
amended as of Aug. 10, 2010, March 24, 2011, March 13, 2012, and
Aug. 16, 2012, as modified as of Sept. 27, 2012, and Feb. 13, 2013,
as further amended as of April 10, 2013, April 15, 2013, Jan. 30,
2014, July 18, 2014, and June 2, 2015, and as further modified as
of July 10, 2015, and Nov. 24, 2015, respectively, among the
Company, the several lenders from time to time parties thereto and
Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Pursuant to the Extension Amendment and Joinder, the Company
extended the maturity of approximately $2,631 million of its
existing U.S. dollar denominated term loans maturing on March 24,
2018, from March 24, 2018, to March 24, 2021. The interest rate
applicable to the 2021B Extended Dollar Term Loans is a rate equal
to, at the Company's option, either (a) LIBOR plus 400 basis points
or (b) a base rate plus 300 basis points.
Pursuant to the Extension Amendment and Joinder, the Company
incurred an aggregate principal amount of approximately $1,083
million in new U.S. dollar denominated term loans maturing on March
24, 2021. The interest rate applicable to the 2021B New Dollar
Term Loans is a rate equal to, at the Company's option, either (a)
LIBOR plus 400 basis points or (b) a base rate plus 300 basis
points. The Company used the proceeds from the incurrence of the
2021B New Dollar Term Loans to repay the portion of its existing
U.S. dollar denominated term loans maturing on March 24, 2018, that
were not converted into 2021B Extended Dollar Term Loans.
A copy of the March 2016 Extension Amendment and Joinder is
available for free at http://is.gd/rzI9vR
About First Data
Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.
First Data reported a net loss attributable to the Company of $1.48
billion on $11.5 billion of total revenues for the year ended Dec.
31, 2015, compared to a net loss attributable to the Company of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $34.36 billion in total
assets, $30.62 billion in total liabilities, $77 million in
redeemable non-controlling interest and $3.66 billion in total
equity.
* * *
The Company carries a 'B2' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B+' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.
FOG CAP RETAIL: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fog Cap Retail Investors LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203
Case No.: 16-13817
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Thomas B. McNamara
Debtor's Counsel: James T. Markus, Esq.
MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-830-0800
Fax: 303-830-0809
E-mail: jmarkus@markuswilliams.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven C. Petrie, chief executive
officer.
A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob16-13817.pdf
FOUNDATION HEALTHCARE: Robert Byers Quits as Board Advisor
----------------------------------------------------------
Robert M. Byers resigned as advisor to the Chairman of the Board of
Directors of Foundation Healthcare, Inc., on April 15, 2016,
according to a Form 8-K report filed with the Securities and
Exchange Commission. The Company does not anticipate naming a new
advisor.
About Foundation Healthcare
Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas. The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.
Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals. The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements. Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.
Foundation Healthcare reported net income attributable to the
Company's common stock of $5.19 million on $126.13 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
attributable to the Company's common stock of $2.09 million on
$101.85 million of revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Foundation Healthcare had $119.91 million in
total assets, $119.88 million in total liabilities, $6.96 million
in preferred noncontrolling interest and a total deficit of $6.93
million.
GEORGIA PROTON: Extends Time to Reply to Inv. Filing to Apr. 30
---------------------------------------------------------------
The Clerk of the Bankruptcy Court summoned Georgia Proton Treatment
Holdings, LLC, to answer the involuntary petition filed by
Zeitgeist Capital, LLC, Gryphon Resources, Inc., and Cobalt, LLC,
on or before Mar. 28, 2016.
The alleged Debtor and the petitioners subsequently entered into a
stipulation extending the time within which the alleged Debtor may
reply to the petition to Apr. 30, 2016.
Zeitgeist Capital, LLC, Gryphon Resources, Inc., and Cobalt, LLC,
signed an involuntary Chapter 11 petition (Bankr. D. Del. Case No.
16-10569) for Georgia Proton Treatment Holdings, LLC on March 4,
2016.
Zeitgeist Capital, et al., are represented by:
Brian A. Sullivan, Esq.
WERB & SULLIVAN
300 Delaware Avenue, 13th Floor
P.O. Box 25046
Wilmington, DE 19899
Tel: 302-652-1100
Fax: 302-652-1111
E-mail: bsullivan@werbsullivan.com
- and -
Michael J. Collins, Esq.
BREWER, ATTORNEYS & COUNSELORS
1717 Main Street, Suite 5900
Dallas, TX 75201
Tel: 214-653-4000
E-mail: mjc@brewerattorneys.com
GLOBALSTAR INC: Egan-Jones Cuts LC Commercial Paper Rating to D
---------------------------------------------------------------
Egan-Jones Ratings Company downgraded the local currency commercial
paper rating on debt issued by Globalstar Inc. to D from C on April
6, 2016.
Globalstar, Inc. provides mobile voice and data communications
services via satellite.
GORFIEN & JACOBSOHN: Marc P. Barmat Named Ch. 11 Trustee
--------------------------------------------------------
Judge Raymond B. Ray on April 20, 2016, granted a motion by the
U.S. Trustee to direct the appointment of a Chapter 11 trustee in
the chapter 11 case of Gorfien & Jacobsohn, PA.
Guy G. Gebhardt, the Acting United States Trustee for Region 21,
immediately filed an application to appoint Marc P. Barmat as
Chapter 11 Trustee effective April 20, 2016.
The U.S. Trustee consulted with these parties-in-interest regarding
the appointment of the Trustee:
a. Sue Lasky, counsel for the Debtor;
b. Robert P. Charbonneau, counsel to the Official Committee of
Unsecured Creditors,
c. Jerry M. Markowitz, counsel for China Dental Outsourcing,
Inc., creditor, and
d. David Neal Stern, counsel for 4400 University Limited
Partnership, creditor.
The U.S. Trustee is represented by:
Zana M. Scarlett
Trial Attorney
United States Department of Justice
Office of the United States Trustee
51 S.W. First Avenue, Suite 1204
Miami, Florida 33130
Tel: (305) 536-7285
Fax: (305) 536-7360
E-mail: zana.m.scarlett@usdoj.gov
About Gorfien & Jacobsohn
Lauderhill, Florida-based Gorfien & Jacobsohn, P.A., is a
for-profit Florida corporation. G&J is primarily engaged in the
practice of dentistry.
Gorfien & Jacobsohn sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla., Case No. 16-10238) on Jan. 7,
2016, estimating less than $50,000 in assets and $500,000 to $1
million in debt.
Hery Jacobsohn and Joseph Gorfien each owns 50% of the company.
The Debtor is represented by Susan D. Lasky, Esq., at Susan D.
Lasky, PA.
GRIDWAY ENERGY: Deadline to Remove Suits Extended to July 5
-----------------------------------------------------------
The U.S. Bankruptcy Court in Delaware has given Gridway Energy
Holdings Inc. until July 5, 2016, to file notices of removal of
lawsuits involving the company and its affiliates.
About Gridway Energy
Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural gas
in markets that have been restructured to permit retail competition
-- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead
Case No. 14-10833) on April 10, 2014.
The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S. A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.
The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations. Gridway defaulted on $60 million
of debt.
Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer. But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.
The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management
Group, LLC, as claims and notice agent.
Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.
The Creditors' Committee is represented by Sharon Levine, Esq., and
Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B.
Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group
LLC.
Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.
HEARTLAND FARMS: 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 Heartland Farms, Inc.
Heartland Farms, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of Florida (Tampa) (Case No. 16-02381) on March 21, 2016.
The petition was signed by Ronald Moye, president. The Debtor is
represented by Pierce J Guard, Jr., Esq., at The Guard Law Group,
PLLC.
The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.
HORSEHEAD HOLDING: Taps Thornton Grout as Canadian Atty to Director
-------------------------------------------------------------------
Horsehead Holding Corp., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Thornton
Grout Finnigan LLP as Canadian counsel to Harvey L. Tepner, the
independent director at Debtor Zochem Inc., nunc pro tunc to
February 16, 2016.
On February 16, Zochem retained TGF to serve as Canadian counsel to
the Independent Director pursuant to an engagement letter. The
Independent Director requires independent counsel to advise and
assist him in fulfilling his fiduciary duties to Zochem. According
to the application, the assistance of counsel will enable the
Independent Director to complete his duties. Because Zochem is a
Canadian corporation, the Independent Director requires counsel not
only in the United States, but also in Canada in order to meet his
obligations to the Zochem Board.
TGF will advise and assist in respect to all the Independent
Director's duties. Significantly, TGF will advise and assist the
Independent Director in conducting an in-depth and rigorous
analysis of the facts and issues related to issues affecting Zochem
in these Chapter 11 cases, specifically with respect to certain
material transactions including any proposed plan of
reorganization.
TGF's role in these cases will be limited to advising the
Independent Director. TGF will not represent any other officer or
director of the Debtors, nor the Debtors themselves, during the
pendency of these cases.
TGF intends to apply for interim, to the extent applicable, and
final compensation for professional services rendered on an hourly
basis and reimbursement of expenses incurred in connection with
these Chapter 11 cases. TGF will charge the Debtors its standard
hourly rates for the duration of the engagement, which are
presently as follows:
Billing Category Range of Hourly Rates
---------------- ---------------------
Partners CAD675 - CAD1,000
Associates CAD325 - CAD650
Law Clerk CAD300
Per the terms of the Engagement Letter, no retainer was paid to
TGF.
According to the declaration of Robert Thornton, a partner at TGF,
TGF is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
About Horsehead Holding Corp.
Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a U.S. producer of specialty zinc and zinc-based
products and a leading recycler of electric arc furnace dust; The
International Metals Reclamation Company, LLC ("INMETCO"), a
leading recycler of metals-bearing wastes and a leading processor
of nickel-cadmium (NiCd) batteries in North America; and Zochem
Inc., a zinc oxide producer located in Brampton, Ontario.
Horsehead, headquartered in Pittsburgh, Pa., has seven facilities
throughout the U.S. and Canada. The Debtors currently employ
approximately 730 full-time individuals.
Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal
Products, LLC, The International Metals Reclamation Company, LLC,
and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition
was signed by Robert D. Scherich as vice president and chief
financial officer. Judge Christopher S. Sontchi is assigned to the
case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management
Advisors, LLC as financial advisor, Lazard Middle Market LLC as
investment banker, Epiq Bankruptcy Solutions, LLC as claims and
noticing agent and Aird & Berlis LLP as Canadian counsel.
The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million. As of the Petition Date, the
Debtors' consolidated long-term debt obligations totaled
approximately $420.7 million.
HOVNANIAN ENTERPRISES: Moody's Cuts Corp Family Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
Hovnanian Enterprises, Inc. to Caa2 and Probability of Default
Rating to Caa2-PD. This rating action concludes the review that was
initiated in November 2015. The rating outlook is negative.
The downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall. Access to traditional capital markets will be
constrained given the company's untenable capital structure. As of
January 31, 2016, adjusted debt to capitalization stood at 108%.
Moody's does not project any meaningful improvement in the latter
ratio over the next 12-18 months.
The following rating actions were taken for Hovnanian Enterprises,
Inc.:
Corporate Family Rating, downgraded to Caa2 from Caa1 under review
for downgrade;
Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD
under review for downgrade;
Preferred stock, downgraded to Ca (LGD6) from Caa3 (LGD6) under
review for downgrade;
Speculative-Grade Liquidity Rating affirmed at SGL-4.
The following rating actions were taken for K. Hovnanian
Enterprises, Inc.:
First lien senior secured notes, downgraded to B2 (LGD2) from B1
(LGD2) under review for downgrade;
Second lien senior secured notes, downgraded to Caa2 (LGD4) from
Caa1 (LGD4) under review for downgrade;
Senior unsecured notes, downgraded to Caa3 (LGD5) from Caa2 (LGD5)
under review for downgrade;
Senior unsecured shelf, downgraded to (P)Caa3 from (P)Caa2 under
review for downgrade.
RATINGS RATIONALE
The Caa2 Corporate Family Rating reflects Hovnanian's very high
debt leverage of over 100% debt to capitalization, untenable
capital structure, limited asset coverage to debt holders, weak
liquidity profile, low interest coverage, expected shrinkage of
revenue base and continuation of operating losses.
As of January 2016, Hovnanian had $152 million of liquidity that
included $150 million of unrestricted cash and $2 million available
under its $75 million unsecured revolving credit facility. In May
of 2016, Hovnanian will face an $86.5 million debt maturity and in
January of 2017, the company will have $121 million maturing.
Moody's expects Hovnanian to dispose of some of its assets to
finance the upcoming maturities. This will shrink the company's
geographic reach and market share.
The Speculative-Grade Liquidity (SGL) Rating of SGL-4 reflects that
Hovnanian's liquidity profile is considered to be weak over the
next year. The SGL rating takes into consideration internal
liquidity, external liquidity (e.g. revolver borrowings), covenant
compliance, and alternative liquidity. In Moody's view, Hovnanian
will need to access external sources of liquidity in order to take
care of the upcoming debt maturities. In addition, Hovnanian's
inability to show consistent bottom line profitability at a time
when most of the industry is already profitable is troubling.
The negative outlook reflects the company's untenable capital
structure and weak operating performance.
The ratings could be downgraded if the company's liquidity profile
weakens further such that it cannot meet its debt payment
obligations.
The ratings could be upgraded if the company's liquidity profile
improves and Hovnanian shows considerable improvement in its
financial performance and if its capital structure becomes
sustainable.
Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. ("Hovnanian") designs, constructs and
markets single-family detached homes and attached condominium
apartments and townhouses. Homebuilding revenues for the last
twelve months ended January 31, 2016 were approximately $2.2
billion.
ICE HOLDINGS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ICE Holdings, PLLC
4730 SW 49th Rd
Ocala, FL 34474
Case No.: 16-01492
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Aaron A Wernick, Esq.
FURR & COHEN, PA
2255 Glades Road, Suite 337W
Boca Raton, FL 33431
Tel: 561-395-0500
E-mail: awernick@furrcohen.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Asad U. Qamar, manager.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-01492.pdf
ICE REAL ESTATE: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: ICE Real Estate Holdings, LLC
4730 SW 49th Rd
Ocala, FL 34474
Case No.: 16-01493
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Aaron A Wernick, Esq.
FURR & COHEN, PA
2255 Glades Road, Suite 337W
Boca Raton, FL 33431
Tel: 561-395-0500
E-mail: awernick@furrcohen.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Asad U. Qamar, manager of ICE Holdings,
PLLC.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-01493.pdf
IMH FINANCIAL: Names Samuel Montes Chief Financial Officer
----------------------------------------------------------
IMH Management Services, LLC, a wholly-owned subsidiary of IMH
Financial Corporation, entered into an offer letter with Samuel J.
Montes pursuant to which Mr. Montes will serve as the Company's
chief financial officer effective as of April 13, 2016.
As disclosed in a regulatory filing with the Securities and
Exchange Commission, Mr. Montes will receive an annual base salary
of $275,000, and a guaranteed bonus for 2016 of $50,000, of which
$20,000 is payable on or before April 30, 2016, and the balance
payable on March 15, 2017. Pursuant to the Montes Offer Letter,
Mr. Montes will also receive a $20,000 bonus on or before April 30,
2016 for the services he provided as the Company's senior vice
president - finance during 2015.
Mr. Montes, 49, has served in various capacities with the Company
since April 2007 as controller, vice president - finance and senior
vice president - finance. Mr. Montes has over 25 years of
professional experience in the finance and accounting field in
various roles including Director of Finance, Senior Audit Manager,
and Staff Accountant. Mr. Montes graduated with a Bachelor of
Science in Business Administration from California State University
of Los Angeles.
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
IMH Financial reported a net loss attributable to common
shareholders of $18.90 million on $32.49 million of total revenue
for the year ended Dec. 31, 2015, compared to a net loss
attributable to common shareholders of $39.46 million on $31.42
million of total revenue for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, IMH Financial had $185.81 million in total
assets, $108 million in total liabilities, $29.63 million in
redeemable convertible preferred stock, and $48.17 million in total
stockholders' equity.
INSTITUTE OF CARDIOVASCULAR: Case Summary & Top Unsec. Creditors
----------------------------------------------------------------
Debtor: Institute of Cardiovascular Excellence, PLLC
4730 S.W. 49th Road
Ocala, FL 34474
Case No.: 16-01491
Nature of Business: Health Care
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtor's Counsel: Aaron A Wernick, Esq.
FURR & COHEN, PA
2255 Glades Road, Suite 337W
Boca Raton, FL 33431
Tel: 561-395-0500
E-mail: awernick@furrcohen.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Asad Qamar, manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-01491.pdf
INTERVAL LEISURE: S&P Affirms 'BB+' CCR on Vistana Merger Approval
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings,
including the 'BB+' corporate credit rating, on Miami-based
Interval Leisure Group Inc. The rating outlook is stable.
"The rating affirmation reflects ILG's decision to finance the
approximately $1.1 billion acquisition of Vistana Signature
Experiences in a stock-for-stock transaction that we believe will
modestly reduce leverage in 2016, and our expectation that ILG will
maintain a cushion compared to our 3x operating lease and
captive-finance adjusted debt to EBITDA threshold over the next few
years," said Standard & Poor's credit analyst Emile Courtney.
In addition, the affirmation reflects the application of S&P's
captive finance methodology to incorporate ILG's Vistana and Hyatt
timeshare captive finance operations, which has no impact on ILG's
financial risk and liquidity assessments or on the ratings.
The stable outlook reflects S&P's expectation for modest growth in
ILG's fee-for-services business and S&P's belief that ILG will
continue to make financial policy decisions that will enable it to
sustain captive finance adjusted leverage below 3x and FFO to total
adjusted debt above 30% through 2017.
ISTAR INC: Files Articles Supplementary Adopting Board Resolutions
------------------------------------------------------------------
As disclosed in a regulatory filing with the Securities and
Exchange Commission, iStar Inc. filed Articles Supplementary
pursuant to Section 3-802 of the Maryland General Corporation Law
implementing resolutions adopted by iStar's Board of Directors
prohibiting the company from electing to be subject to Section
3-803, 3-804 and 3-805 of the Maryland Unsolicited Takeovers Act.
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 Inc. reported a net loss allocable to common shareholders of
$52.7 million on $515 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss allocable to common
shareholders of $33.7 million on $462 million of total revenues for
the year ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $5.62 billion in total assets,
$4.51 billion in total liabilities, $10.71 million in redeemable
noncontrolling interests, and $1.10 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.
JTS LLC: Wants to Enter into IPFS Premium Finance Agreement
-----------------------------------------------------------
JTS, LLC, doing business as Johnson's Tire Service, asks the U.S.
Bankruptcy Court for the District of Alaska for authority to enter
into an insurance premium financing agreement with IPFS
Corporation.
"Pursuant to the Premium Finance Agreement, IPFS will provide
financing to Debtor for the purchase of the Policies which are
essential for the operation of the Debtor's business. Under the
Premium Finance Agreement, the total premium amount is $59,795.95,
and the total amount to be financed is $45,205.07... Debtor will
become obligated to pay IPFS the sum of $46,594.30 in addition to a
down payment in the amount of $14,590.88 and the balance in ten
monthly installments of $4,659.43 each. The installment payments
are due on the 30th day of each month commencing on April 30,
2016... As collateral to secure the repayment of the indebtedness
under the Premium Finance Agreement, Debtor is granting IPFS a
security interest in, among other things, the unearned premiums of
the Policies... Pursuant to the terms of the Premium Finance
Agreement, IPFS may cancel the policies on ten days' notice and
collect the unearned premium in the event Debtor is in default of
its obligations under the Premium Finance Agreement," the Debtor
relates.
The Debtor and IPFS have reached an agreement that the adequate
protection appropriate for this situation would be as follows:
(a) The Debtor will be authorized and directed to timely make
all payments due under the Premium Finance Agreement and IPFS be
authorized to receive and apply such payments to the indebtedness
owed by Debtor to IPFS as provided in the Premium Finance
Agreement.
(b) If the Debtor does not make any of the payments due under
the Premium Finance Agreement as they become due, the automatic
stay shall automatically lift to enable IPFS and/or third parties,
including insurance companies providing the coverage under the
Policies, to take all steps necessary to cancel the Policies,
collect the collateral and apply such collateral to the
indebtedness owed to IPFS by Debtor. In exercising such rights,
IPFS and/or third parties shall comply with the notice and other
relevant provisions of the Premium Finance Agreement.
The Debtor believes that the terms of the Premium Finance Agreement
are commercially fair and reasonable including the granting of a
lien on the Policies to IPFS. The Debtor avers that it is required
to maintain adequate insurance coverage and without it, would be
forced to cease operations. The Debtor further avers that it has
been unable to obtain unsecured credit to fund the Policies.
JTS, LLC, is represented by:
David H. Bundy, Esq.
DAVID H. BUNDY, P.C.
310 K Street, Suite 200
Anchorage, AK 99501
Telephone: (907)248-8431
About JTS, LLC
JTS, LLC, d/b/a Johnson's Tire Service, a privately held single
member LLC owned by Kelly Gaede, is one of the largest family
owned
and operated independent tire dealer and auto repair companies in
Alaska. The company provides three main services: (i) new tires
(ii) tire change over (iii) automotive repair. With corporate
headquarters in Anchorage, JTS, LLC currently operates three
locations across the Anchorage Metro area which services a
combined
population of 400,000 in the communities of Anchorage, Eagle River
and Wasilla. The Eagle River and Wasilla locations were scheduled
to close by Feb. 29, 2016.
JTS, LLC sought Chapter 11 protection (Bankr. D. Alaska Case No.
15-00167) in Anchorage, Alaska, on June 15, 2015. JTS estimated
$10 million to $50 million in assets and debt.
The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in
Anchorage, as counsel. The Debtor also engaged BDO, LLP as
accountants to prepare income tax returns; Newhouse & Vogler as
accountants to audit the Debtor's 2014 financial statement; and
Gary Petros, a real estate agent with Jack White Commercial to
list
and sell the Debtor's property at 3300 Denali St, Anchorage.
KEHE DISTRIBUTORS: S&P Lowers CCR to 'B-' on Profitability Erosion
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Romeoville, Ill.-based KeHE Distributors Holdings LLC to
'B-' from 'B'. The outlook is stable.
At the same time, S&P lowered its issue-level rating on the
company's $200 million second-lien notes due 2021 to 'CCC+' from
'B-'. The recovery rating remains '5' and reflects S&P's
expectation for modest recovery on the higher end of the 10% to 30%
range in the event of a payment default. KeHE is the parent
company of KeHE Distributors LLC and KeHE Finance Corp., which are
co-issuers of the notes.
S&P also lowered its issue-level rating on KeHE's (KeHe
Distributers LLC and Tree of Life Canada ULC are co-issuers) $575
million ABL revolving credit facility to 'B+' from 'BB-'. The
recovery rating remains '1', indicating S&P's expectations for very
high (90%-100%) recovery in the event of a payment default. S&P
notes that KeHE entered into an amendment to upsize its revolver
$75 million to help fund the acquisition of Monterrey Provision Co.
earlier this year.
"The downgrade reflects our view that pressure on operating margins
has led to credit metrics below our expectations through the 12
months through the third quarter ended Jan. 30, 2016, and will
persist for at least the next six to 12 months," said credit
analyst Diya Iyer. Adjusted leverage was 10.9x in the year through
the third quarter compared with S&P's previous rating expectations
of below 7.0x, and interest coverage was 1.7x versus our
expectation for the low-2x range.
The stable outlook reflects S&P's view that aggressive
consolidation among key grocery distribution players could continue
to pressure KeHE to pursue M&A faster than it can integrate new
business in coming years. S&P also remains cautious about the
company's future growth and financial strategies given KeHE is in
the midst of a chief financial officer search that began last
year.
S&P could lower its rating over the next year if operating
performance continues to decline because of merger integration,
significant customer attrition or profitability pressure from
competitors. A downgrade could occur if liquidity continues to
erode because of elevated working capital and capital spending
needs, coupled with further debt-funded acquisitions, resulting in
an unsustainable capital structure. This could entail persistently
negative free operating cash flow of more than $20 million and
leverage remaining elevated in the 10x or higher range.
Although unlikely over the next 12 months given S&P's projections,
an upgrade could occur if operating performance is significantly
ahead of expectations as grocers continue to look for distributors
to handle more sourcing given products they carry are hard to find
from small vendors and slower moving. This would drive more than
200 points of gross margin expansion as KeHe scales its vendor,
administrative, and product expertise across categories. This
would result in leverage approaching the 6x range and FFO/debt of
more than 12%. Another scenario for an upgrade is if the company
dedicates more of its cash flow to debt reduction than S&P
currently assumes.
KEVIN WILLIAM KLIEFOTH: Selling Travis County Property for $310K
----------------------------------------------------------------
Kevin William Kliefoth asks the U.S. Bankruptcy Court for the
Western District of Texas to sell its property in Travis County,
Texas, to Hill County Premium Properties, LLC, for $310,000.
The property is known as Lot 2705, Lakeway Section 16-C, in Travis
County, Texas. The subject property is a two-storey, 3194 s/f
residence built as a custom home in 1995. It has a concrete tile
roof and a 100% stucco exterior. It is on the 15th fairway of
Lakeway CC - Live Oak Golf Course. Downstairs is a formal dining
room, living room, study, master suite, kitchen, breakfast area and
utility room. Upstairs is a large game room, 2 bedrooms and 2
baths. It has a 2-car garage with an additional golf car garage.
The closing date for the sale of the Property is set for April 29,
2016.
The contract provides for payment of customary closing costs and
provides for payment of a 1% real estate commission.
The Debtor owns a joint management community property interest in
the Property together with his spouse, Barbara Kliefoth.
The Debtor asks the Court to appoint him as attorney-in-fact for
Barbara Kliefoth in connection with the sale of the Property.
Kevin William Kliefoth, an individual debtor, filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 15-11194) on Sept. 11, 2015.
The meeting of creditors was conducted on Oct. 20, 2015.
The Debtor is represented by
FRED E. WALKER, P.C.
Fred E. Walker
Kimberly L. Nash
Wells Fargo Building, Suite 220
609 Castle Ridge Road
Austin, TX
Tel: (512) 330-9977
Fax: (512) 330-1686
E-mail: fredwalkerlaw@yahoo.com
KING CHAVEZ ACADEMIES: S&P Rates Series 2016A/B Bonds 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB+' rating on King Chavez
Academies, Calif.'s existing debt. At the same time, Standard &
Poor's assigned its 'BB+' long-term rating to California Municipal
Finance Authority's series 2016A and 2016B charter school refunding
and improvement bonds issued on behalf of King Chavez Academies, a
California nonprofit public benefit corporation.
"The revised outlook reflects our view of the school ending its
short-term reliance on liquidity, which will allow for greater
financial flexibility," said Standard & Poor's credit analyst Ryan
Quakenbush. "The school is projected to have upwards of 60 days'
cash on hand at the end of fiscal 2016, and plans to grow that
number within the next five years," Mr. Quakenbush added.
The series 2016A and B bonds will advance refund all of the series
2009 bonds with an additional $760,000 in various improvements
across the different academic sites.
King Chavez Academies include six public charter schools, all
located in San Diego.
-- King-Chavez Academy of Excellence (Academy of Excellence),
chartered in 2000-2001 and chartered through June 2021;
-- King-Chavez Primary Academy (Primary Academy), chartered in
2005-2006 and chartered through June 2020;
-- King-Chavez Arts Academy (Arts Academy), chartered in 2005-
2006 and chartered through June 2020;
-- King-Chavez Athletics Academy (Athletics Academy), chartered
in 2005-2006 and chartered through June 2020;
-- King-Chavez Preparatory Academy (Preparatory Academy),
chartered in 2006-2007; chartered through June 2020; and
-- King-Chavez Community High School (Community High School),
chartered in 2007-2008 and chartered through June 2018.
KLD ENERGY: Sec. 341 Meeting of Creditors Set on May 3
------------------------------------------------------
KLD Energy Technologies, Inc., has filed a notification with the
Bankruptcy Court that the Sec. 341 meeting of creditors is
scheduled May 3, 2016, at 10:30 a.m.
About KLD Energy
KLD Energy Technologies, Inc., which engages in the engineering,
development, and manufacturing of electric drive systems, sought
Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-10345) in
Austin, Texas, on March 25, 2016. The case judge is Hon.
Christopher H. Mott. The Debtor tapped Lynn H. Butler, Esq., at
Husch Blackwell LLP as counsel. The Debtor estimated assets and
debt of $10 million to $50 million.
MAGNUM HUNTER: Deadline to Consummate Plan Moved to May 3
---------------------------------------------------------
As widely reported, Magnum Hunter Resources Corporation has won
Court approval of its Modified Third Amended Joint Chapter 11 Plan
of Reorganization.
Prior to plan approval, Magnum Hunter filed with the Bankruptcy
Court for the District of Delaware a Third Amended Joint Chapter 11
Plan of Reorganization on April 14, 2016.
A day before that, the Debtors entered into a Third Amendment to
Restructuring Support Agreement with certain Second Lien Lenders
and certain Noteholders in accordance with the RSA.
The Third Amendment to Restructuring Support Agreement modified the
dates for achievement of three of milestones:
(i) the date by which the Bankruptcy Court shall have
commenced the confirmation hearing on the Plan was extended from
April 8, 2016 to April 18, 2016;
(ii) the date by which the Bankruptcy Court shall have entered
the Plan confirmation order was extended from April 11, 2016 to
April 19, 2016; and
(iii) the date by which the Debtors shall have consummated the
transactions contemplated by the Plan was extended from April 18,
2016 to May 3, 2016.
A copy of the Third Amended RSA is available at
http://is.gd/64fUmJ
BankruptcyData reported that the Debtors also filed with the Court
a Third Amended Supplement to the Modified Third Amended Joint Plan
of Reorganization. The supplement contains the following documents:
Exhibit A: form of exit financing credit agreement;
Exhibit B: schedule of assumed executory contracts and
unexpired leases;
Exhibit C: blackline of schedule of assumed executory
contracts and unexpired leases;
Exhibit D: schedule of rejected executory contracts and
unexpired leases;
Exhibit E: blackline of schedule of rejected executory
contracts and unexpired leases;
Exhibit F: form of new stockholders agreement;
Exhibit G: blackline of form of new stockholders agreement;
Exhibit H: form of registration rights agreement;
Exhibit I: blackline of form of registration rights
agreement;
Exhibit J: disclosures pursuant to Section 1129(a)(5) of
the Bankruptcy Code;
Exhibit K: employee compensation matters;
Exhibit L: blackline of employee compensation matters;
Exhibit M: Eureka settlement;
Exhibit N: Kanbar Settlement;
Exhibit O: Continuum settlement
Magnum Hunter disclosed in a regulatory filing with the Securities
and Exchange Commission that in connection with discussions and
negotiations with certain of its creditors, the Company entered
into confidentiality agreements with such creditors on February 9,
2016. Pursuant to the confidentiality agreements, the Company
agreed to publicly disclose all material non-public information
regarding the Company provided to such creditors and referenced in
the confidentiality agreements. A copy of the document is
available at http://is.gd/X4CyKs
About Magnum Hunter
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
Judge Kevin Gross oversees the cases. The Debtors have engaged
Kirkland & Ellis, LLP as their general counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment
banker, Alvarez & Marsal North America, LLC, as restructuring
advisor, and Prime Clerk, LLC as notice, claims and balloting
agent.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors. The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter's Second Amended Joint Chapter 11 Plan of Reorganization.
The hearing to consider confirmation of the Plan has been moved
from March 31, 2016, to April 18, 2016.
MAGNUM HUNTER: Inks 4th Amendment to DIP Loan Agreement
-------------------------------------------------------
Magnum Hunter Resources Corporation disclosed in a regulatory
filing with the Securities and Exchange Commission that on April 8,
2016, the Company, the lenders party thereto and Cantor Fitzgerald
entered into a Fourth Amendment to the DIP Credit Agreement to
reflect the modification of three milestones as provided in a Third
Amendment to Restructuring Support Agreement with certain Second
Lien Lenders and certain Noteholders.
The Third Amendment to Restructuring Support Agreement modified the
dates for achievement of three of milestones:
(i) the date by which the Bankruptcy Court shall have
commenced the confirmation hearing on the Plan was extended from
April 8, 2016 to April 18, 2016;
(ii) the date by which the Bankruptcy Court shall have entered
the Plan confirmation order was extended from April 11, 2016 to
April 19, 2016; and
(iii) the date by which the Debtors shall have consummated the
transactions contemplated by the Plan was extended from April 18,
2016 to May 3, 2016.
The Fourth Amendment to the DIP Facility provides that, without
limiting any other obligations owed under the DIP Credit Agreement,
the Borrower acknowledges and agrees that (a) immediately prior to
the effectiveness of this Amendment on the Effective Date,
$140,000,000.00 in outstanding principal amounts of Loans, and
$280,000.00 of accrued and unpaid interest on such principal amount
in an amount determined in accordance with the provisions of the
DIP Credit Agreement, are payable by the Borrower to the Lenders
pursuant to the DIP Credit Agreement without defense, offset,
withholding, counterclaim or deduction of any kind.
Members of the lending syndicate are:
* CANTOR FITZGERALD SECURITIES, as Administrative Agent
* GOLDMAN SACHS ASSET MANAGEMENT, L.P., on behalf of certain
participating funds and accounts, as Tranche A Lender
* Highbridge Principal Strategies - NDT Senior Loan Fund L.P.,
as Tranche A Lender
* Highbridge Principal Strategies - Specialty Loan VG Fund,
L.P., as Tranche A Lender
* Highbridge Specialty Loan Institutional Holdings Limited, as
Tranche A Lender
* HPS Specialty Loan Sector D Investment Fund, L.P., as
Tranche A Lender
* Highbridge Aiguilles Rouges Sector A Investment Fund, L.P.,
as Tranche A Lender
* Highbridge Principal Strategies — Specialty Loan
Institutional Fund III, L.P., as Tranche A Lender
* Highbridge Principal Strategies — Specialty Loan Fund III,
L.P., as Tranche A Lender
* CVC EUROPEAN CREDIT OPPORTUNITIES S.A R.L. ACTING IN RESPECT
OF ITS COMPARTMENT A
* CVC Global Credit Opportunities Master Fund, L.P.
* CVC European Credit Opportunities (No. 8) S.a.r.l.
* CVC Credit Partners Global Special Situations Holdings,
L.P.
* Farmstead Master Fund, Ltd.
* OC 530 Offshore Fund, Ltd.
* Kayne Energy Credit Opportunities, LP
* Young Men’s Christian Association Retirement Fund
* Raging Capital Master Fund, Ltd.
* Third Point Offshore Master Fund L.P.
* Third Point Partners L.P.
* Third Point Ultra Master Fund L.P.
* Third Point Partners Qualified L.P.
* P River Birch Ltd.
* River Birch Master Fund L.P.
* FIFTH STREET STATION LLC, on behalf of itself and the funds
it manages, as Tranche A Lender
* Wingspan Master Fund, LP
A copy of the Fourth Amendment to Debtor in Possession Credit
Agreement, dated as of April 8, 2016, by and among the Company, the
lenders party thereto and Cantor Fitzgerald Securities, as
administrative agent and collateral agent, is available at
http://is.gd/PnQ6ZL
About Magnum Hunter
Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States. MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015. In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.
Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015. The petitions were signed by Gary
C. Evans as chairman and chief executive officer.
Judge Kevin Gross oversees the cases. The Debtors have engaged
Kirkland & Ellis, LLP as their general counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment
banker, Alvarez & Marsal North America, LLC, as restructuring
advisor, and Prime Clerk, LLC as notice, claims and balloting
agent.
The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors. The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter's Second Amended Joint Chapter 11 Plan of Reorganization.
The hearing to consider confirmation of the Plan has been moved
from March 31, 2016, to April 18, 2016.
MALIBU LIGHTING: ODC Selling Dallas Property for $2.61M
-------------------------------------------------------
Outdoor Direct Corporation, formerly known as The Brinkmann
Corporation, is asking the U.S. Bankruptcy Court for the District
of Delaware for approval to sell its real property known as 4821
Simonton Road, Dallas, Texas 75244, to Maxcom Properties, LLC, for
$2,605,000 in cash, subject to higher and better offers.
The Dallas County, Texas property consists of (i) approximately
4.455 acres of land, and (ii) an approximately 59,426 square foot
2-story office and warehouse building, together with all other
buildings, structures, improvements, and fixtures located on the
real property and all easements, rights of way, and other rights
and interests which are appurtenant thereto.
Maxcom has already provided escrow with a $260,000 deposit, which,
at closing, will be credited and applied toward the purchase
price.
The closing will be held on or before the date which is three
business days following entry of the Court's approval order;
provided that in no event shall the Closing occur later than June
30, 2016.
Maxcom will be entitled to a breakup fee in the amount of $78,000
in the event that the transaction is terminated.
Keen-Summit Capital Partners LLC, the real estate broker for the
Debtors, launched a marketing for the real Property on Jan. 27,
2016. Keen received 10 offers for the Property and Maxcom's offer
was the highest.
A Court hearing is scheduled for June 2, 2016, at 11:00 a.m.
Objections are due May 26, 2016 at 4:00 p.m.
Maxcom can be reached at:
MAXCOM PROPERTIES LLC
9436 Rush St.
South El Monte, CA
Attn: Jeff Ma
Fax: (626) 228-0253
E-mail: jmv818@yahoo.com
About Malibu Lighting
Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections
Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead
Case No. 15-12080) on Oct. 8, 2015. The petition was signed by
David M. Baker as chief restructuring officer. Judge Kevin Gross
is assigned to the case.
MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.
ODC was a manufacturer and supplier of a variety of consumer goods,
including (a) outdoor cooking products, such as outdoor gas grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, such as flashlights and spotlights, (c) landscape
lighting products, and (d) parts and accessories associated with
the foregoing products.
MLC and ODC are currently winding down operations as a result of
the termination of a business relationship with principal customer,
Home Depot.
NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products. NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats. In addition, NCOC markets and
sells boat covers manufactured primarily from Chinese suppliers.
Malibu estimated assets and liabilities of $10 million to $50
million in its bankruptcy petition.
The Debtors have engaged Pachulski Stang Ziehl & Jones LLP as
counsel, Piper Jaffray Co. as investment banker, and Kurtzman
Carson Consultants as claims and noticing agent.
On Oct. 20, 2015, an official committee of unsecured creditors was
appointed by the Office of the United States Trustee.
No request has been made for the appointment of a trustee or an
examiner in these cases.
MALIBU LIGHTING: ODC Selling Olive Branch Property for $1M
----------------------------------------------------------
Outdoor Direct Corporation, formerly known as The Brinkmann
Corporation, is asking the U.S. Bankruptcy Court for the District
of Delaware for approval to sell its real property at Olive Branch,
Mississippi to Agracel, Inc., for $1 million, subject to higher and
better offers.
The Real Property, located at 10745 Marina Drive, Olive Branch,
Mississippi, consists of (i) approximately 16.84 acres of land, and
(ii) an approximately 262,400 square foot 1-story industrial
building, together with all other buildings, structures,
improvements, and fixtures located on the Real Property and all
easements, rights of way, and other rights and interests which are
appurtenant thereto. ODC determined that, based on its ceasing of
manufacturing and distributing products and services and winding
down its business, its estate has no further need for the Real
Property.
Agracel has already provided escrow with a $100,000 deposit, which,
at closing, will be credited and applied toward the purchase price.
Agracel will be entitled to a breakup fee in the amount of $30,000
(i.e., 3% of the purchase price) and expense reimbursement in an
amount up to $20,000 that the transaction is terminated in
connection with the sale of Real Property to another purchaser.
The Agreement will terminate if an order approving the Termination
Payment is not entered by the Bankruptcy Court on or before May 17,
2016.
Keen-Summit Capital Partners LLC, the real estate broker for the
Debtors, launched the marketing of the Real Property on or about
Jan. 27, 2016, with print and electronic advertising. ODC received
four offers for the Real Property. One party withdrew its offer and
one party improved its offer. Agracel's offer, which has no
inspection period, is the highest offer for the Real Estate.
To obtain the maximum value of the Real Property, ODC proposes a
June 1, 2016 auction. A sale hearing is scheduled for June 2,
2016.
About Malibu Lighting
Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections
Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead
Case No. 15-12080) on Oct. 8, 2015. The petition was signed by
David M. Baker as chief restructuring officer. Judge Kevin Gross
is assigned to the case.
MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.
ODC was a manufacturer and supplier of a variety of consumer
goods,
including (a) outdoor cooking products, such as outdoor gas
grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, such as flashlights and spotlights, (c) landscape
lighting products, and (d) parts and accessories associated with
the foregoing products.
MLC and ODC are currently winding down operations as a result of
the termination of a business relationship with principal
customer,
Home Depot.
NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products. NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats. In addition, NCOC markets
and
sells boat covers manufactured primarily from Chinese suppliers.
Malibu estimated assets and liabilities of $10 million to
$50 million in its bankruptcy petition.
The Debtors have engaged Pachulski Stang Ziehl & Jones LLP as
counsel, Piper Jaffray Co. as investment banker, and Kurtzman
Carson Consultants as claims and noticing agent.
On Oct. 20, 2015, an official committee of unsecured creditors was
appointed by the Office of the United States Trustee.
No request has been made for the appointment of a trustee or an
examiner in these cases.
MCGRAW-HILL GLOBAL: Fitch Puts 'B+' IDR on Positive Watch
---------------------------------------------------------
Fitch Ratings has placed the 'B+' Issuer Default Ratings (IDR)
assigned to McGraw-Hill Global Education Holdings, LLC (MHGE),
McGraw-Hill Global Education Finance, Inc. (MHGE Finance), MHGE
Parent, LLC (HoldCo) and MHGE Parent Finance, Inc. (HoldCo Finance)
on Rating Watch Positive. Fitch has also assigned an Expected
Rating of 'B-/RR6' to the proposed senior unsecured notes to be
issued by MHGE and MHGE Finance. MHGE, MHGE Finance, HoldCo and
HoldCo Finance are indirect wholly owned subsidiaries of
McGraw-Hill Education, Inc. (MHE).
Fitch's actions follow MHGE's announcement that it will be
undertaking a recapitalization that will reduce debt, improve
liquidity, diversify the company's operating and financial profile
and strengthen the credit facilities' security package. The
recapitalization is expected to be funded with a mix of cash on
hand along with proceeds from the issuance of new senior secured
and senior unsecured debt and MHE's previously announced IPO.
Fitch would consider an upgrade if IPO proceeds are used to repay
all existing HoldCo debt, which should result in Fitch-calculated
FFO adjusted total leverage declining below 4.5x. The
recapitalization details include the expectation that MHE will use
a portion of net proceeds from its IPO, announced in September,
2015, to repay the $500 million of senior unsecured notes issued by
MHGE Parent, LLC (HoldCo) and MHGE Parent Finance, Inc. Pro forma
for the IPO, FFO adjusted total leverage is expected to be 4.4x as
of Dec. 31, 2015.
The Rating Watch Positive could be removed if the HoldCo notes are
not repaid in an amount sufficient enough to reduce FFO adjusted
total leverage below 4.5x. This could occur if MHE adjusts the
expected uses of IPO proceeds or is unable to complete the IPO.
Fitch will begin calculating MHGE's leverage on a funds from
operations (FFO) adjusted total leverage basis. This is driven by
the contribution of McGraw-Hill School Education Holdings, LLC
(MHSE) into MHGE as proposed with the refinancing and the resultant
increase in MHGE's exposure to deferred digital revenues. The new
calculation will be in line with how Fitch calculates leverage
across the El-Hi industry, with the change in deferred revenue
included in the calculation of FFO to account for GAAP-driven
revenue timing differentials. As digital revenues continue
increasing, revenues realized in a given year will eventually match
revenues recognized in that year and EBITDA-based leverage will
approach FFO-based leverage.
MHGE's proposed debt capital raise will be comprised of a $1.7
billion senior secured credit facility and $670 million of senior
unsecured, eight year notes. The credit facility will be comprised
of a $350 million five year revolver and a $1.3 billion six year
term loan. MHGE expects to use these net proceeds, along with cash
on hand, to repay existing debt at MHGE and MHSE, fund a $300
million dividend to shareholders, and fund prepayment penalties and
fees associated with the transactions. Pro forma for the
refinancing, FFO adjusted total leverage is expected to be 5.0x as
of Dec. 31, 2015.
As part of the financing transactions, MHSE will become a wholly
owned subsidiary (MHSE Sub) of MHGE and part of MHGE's credit
group. Fitch views the contribution of MHSE Sub positively as it
will diversify MHGE's operating and financial profile while
strengthening the credit facilities' security position.
Fitch expects to withdraw several ratings upon the completion of
certain events associated with the recapitalization. MHSE's IDR and
issuer rating will be withdrawn once its credit facility has been
repaid in full. The senior secured rating of MHGE and MHGE Finance
will be withdrawn once their senior secured notes have been repaid
in full. Finally, the IDRs and issuer ratings of HoldCo and MHGE
Parent Finance, Inc. will be withdrawn once their senior unsecured
notes have been repaid in full.
KEY RATING DRIVERS
Fitch views the recapitalization positively as it will strengthen
MHGE's overall credit profile. The contribution of MHSE Sub will
diversify MHGE's operating and financial profile while improving
the credit facilities' security position. The new, larger revolver
will improve MHGE's liquidity but is expected to reduce overall
interest expense given market conditions. In addition, the credit
facility will provide MHSE Sub with greater flexibility than its
ABL facility. Finally, the repayment of the HoldCo notes with IPO
proceeds will improve MHGE's leverage profile.
On a pro forma basis, MHGE calculates adjusted revenues of $2.1
billion and adjusted EBITDA of $486 million. The ratings reflect
MHGE's new business profile, with 40% of consolidated adjusted
revenues from higher education publishing/solutions, 39% from K-12
educations content, 15% from international, which includes sales of
higher education and professional education materials, and 6% from
professional education content and services. Fitch notes
integration risks should be manageable given the similarities in
the business operations.
Each segment of the U.S. education publishing market is dominated
by three players. In the higher education segment, Fitch believes
that Pearson, Cengage and MHGE make up approximately 75% market
share. In the K-12 segment, Fitch believes that Pearson, Houghton
Mifflin Harcourt and MHSE make up more than 80% market share. This
scale provides meaningful advantages to these publishers and
creates significant barriers to entry.
KEY ASSUMPTIONS
Fitch's Base Case Assumptions are pro forma for the transactions
and include the operating results of MHSE Sub:
-- Higher Ed revenue is forecasted to grow low to mid-single
digits annually as digital continues its positive growth
trajectory driven by growing acceptance of adaptive
learning solutions. School is expected to return to
positive growth in 2017 with new adoption opportunities.
Professional and International revenue is expected to
grow by 2% and 3%, respectively.
-- EBITDA Margins are expected to grow driven by the continued
implementation of cost savings that will more fully flow
through the financial statements.
-- Debt is repaid as required under amortization schedule, plus
an additional $300 million of discretionary prepayments
annually using excess cash flow.
-- MHE's IPO proceeds are sufficient to repay $500 million of
HoldCo notes.
-- No dividends or share repurchases are contemplated following
the IPO.
RATING SENSITIVITIES
Positive: The Rating Watch will be resolved positively when the
company's planned IPO has been completed. Fitch will consider an
upgrade if IPO proceeds are used to repay all existing HoldCo debt,
which should result in Fitch-calculated FFO adjusted total leverage
falling below 4.5x. Fitch may consider a multi notch upgrade if the
company establishes a financial policy that results in a
significant improvement in operating metrics, including FFO
adjusted total leverage.
Negative: The Rating Watch Positive will be removed if the HoldCo
notes are not repaid in an amount sufficient enough to reduce FFO
adjusted total leverage below 4.5x. This could occur if MHE adjusts
the expected uses of IPO proceeds or is unable to complete the IPO.
LIQUIDITY
Pro Forma for the announced transactions, as of Dec. 31, 2015, MHGE
had $394 million in cash, an undrawn $350 million revolver due
2021. Fitch-calculated pro forma FFO adjusted total leverage was
5.0x
Fitch currently calculates MHGE's leverage using post-plate EBITDA,
which was $337 million as of Dec. 31, 2015, resulting in pro forma
gross leverage of 5.7x (pro forma for a $72.5 million term loan
prepayment to be made in April 2016). Fitch post plate EBITDA does
not add back certain adjustments made by the company, including
deferred cash revenue and expected cost savings.
MHGE's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.65 billion, using a 6x
multiple and a post restructuring EBITDA of approximately $275
million. After deducting Fitch's standard 10% administrative claim,
Fitch estimates recovery for the senior secured instruments
consisting of new senior secured instruments of 90%, which maps to
the high end of its 71-90% 'RR2' range. The HoldCo notes and new
senior secured notes have no expected recovery, resulting in an
'RR6' rating. Issuance of additional secured debt could result in a
one notch downgrade of the issue ratings.
FULL LIST OF RATING ACTIONS
Fitch has placed the following ratings on Rating Watch Positive:
McGraw-Hill Global Education Holdings, LLC (MHGE)
-- Long-term IDR 'B+';
-- Senior secured credit facility 'BB/RR2'.
McGraw-Hill Global Education Finance, Inc. (MHGE Finance; co-issuer
on MHGE's senior secured credit facilities and notes)
-- Long-term IDR 'B+';
-- Senior secured credit facility 'BB/RR2'.
MHGE Parent, LLC
--Long-term IDR at 'B+';
--Senior unsecured notes 'B-/RR6'.
MHGE Parent Finance, Inc. (co-issuer to MHGE Parent's senior
unsecured notes)
-- Long-term IDR 'B+';
-- Senior unsecured notes 'B-/RR6'.
MHGE
-- Senior unsecured notes 'B-/RR6'.
MHGE Finance
-- Senior unsecured notes 'B-/RR6'.
Fitch has affirmed the following ratings with a Stable Rating
Outlook:
MHGE
-- Senior secured notes at 'BB/RR2'.
MHGE Finance
-- Senior secured notes at 'BB/RR2'.
McGraw-Hill School Education Holdings, LLC
-- Long-term IDR at 'B';
-- Senior secured credit facility at 'BB/RR1'.
MELENDEZ ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Melendez Enterprises, LLC
dba Premium Carriers
321 Rio Dulce
El Paso, TX 79932
Case No.: 16-30612
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Western District of Texas (El Paso)
Judge: Hon. Christopher H. Mott
Debtor's Counsel: Carlos A. Miranda, III, Esq.
MIRANDA & MALDONADO, P.C.
5915 Silver Springs, Bldg. 7
El Paso, TX 79912
Tel: (915) 587-5000
Fax: (915) 587-5001
E-mail: cmiranda@mirandafirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Ruben Melendez, Jr., manager.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
MOBILE IV SYSTEMS: 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 Mobile IV Systems, LLC.
Mobile IV Systems, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Alaska (Anchorage) (Case No. 16-00061) on March 16, 2016.
The petition was signed by Gerold S. Gugel, manager. The Debtor is
represented by Michael R. Mills, Esq., at Dorsey & Whitney LLP.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
MONTREAL MAINE: Deadline for Final Decree Extended to Aug. 8
------------------------------------------------------------
Robert J. Keach, the estate representative for the post-effective
date estate of Montreal Maine & Atlantic Railway, Ltd., won an
order extending the deadline by which the Estate Representative
must file a final account and an application for a final decree.
At the behest of Mr. Keach, the Court ordered that his deadline to
file the Application for Final Decree is extended to Aug. 8, 2016.
The U.S. Trustee consented to Mr. Keach's request for an
extension.
About Montreal Maine
Montreal, Maine & Atlantic Railway Ltd., operated the train that
derailed and exploded in July 2013, killing 47 people and
destroying part of Lac-Megantic, Quebec.
The Company sought bankruptcy protection (Bankr. D. Maine Case No.
13-10670) on Aug. 7, 2013, with the aim of selling its business.
ts Canadian counterpart, Montreal, Maine & Atlantic Canada Co.,
meanwhile, filed for protection from creditors in Superior Court
of
Quebec in Montreal.
Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian
unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd.
("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition
(Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek
recognition and enforcement in the U.S. of the order by the Quebec
Court approving MMA Canada's plan to pay off victims of the July
2013 derailment.
The law firm of Verrill Dana serves as counsel to the Debtor.
Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., is the Chapter 11 trustee. Lindsay K. Zahradka and and D.
Sam Anderson, Esq. serves as his counsel. Development Specialists,
Inc., serves as his financial advisor; and Gordian Group, LLC,
serves as his investment banker.
Justice Martin Castonguay oversees the case in Canada. Andrew
Adessky at Richter Consulting was named CCAA monitor. The CCAA
Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A
Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur
Henderson LLP.
The U.S. Trustee appointed a four-member official committee of
derailment victims. The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.
The unofficial committee of wrongful death claimants is Represented
by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.;
Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers,
Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The
Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green
Toups & Terrell LLP.
The Debtor's Revised First Amended Plan of Liquidation, which
created a C$446 million settlement fund for the benefit of all
victims of the train derailment in 2013 that killed 47 people,
became effective Dec. 22, 2015.
MUNISH SAWHNEY: Asks Court to Extend Plan Exclusivity to Aug. 8
---------------------------------------------------------------
Munish Sawhney asks the U.S. Bankruptcy Court for the District of
New Jersey for an order extending the time period in which the
Debtor has the exclusive right to file a Chapter 11 plan of
reorganization for 90 days, and the deadline to solicit acceptances
thereon for a period of 60 days thereafter, pursuant to 11 U.S.C.
Sec. 1121(d). Specifically, the Debtor seeks an extension of the
deadline to exclusively file a plan until Aug. 8, 2016, and to
solicit acceptance thereof until Oct. 7, 2016.
The exclusive period for the Debtor to file a plan presently
expires on May 10, 2016. The Debtor tells the Court that, although
he has made progress in connection with the reorganization efforts,
additional time is required to settle additional claims against the
estate to prepare and finalize a plan.
A hearing on the Motion is set for May 10, 2016, at 10:00 a.m.
Munish Sawhney filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 15-29250) on October 13, 2015, and is represented
by:
Richard D. Trenk, Esq.
Robert S. Roglieri, Esq.
TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C.
347 Mount Pleasant Avenue
West Orange, NJ 07052
Tel: (973) 243-8600
Bankruptcy Judge John K. Sherwood presides over the case.
NAVISTAR INT'L: Egan-Jones Cuts FC Sr. Unsecured Rating to CCC-
---------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Navistar International Corp to
CCC- from CCC on April 6, 2016.
Navistar International Corporation manufactures and markets medium
and heavy trucks, school buses, mid-range diesel engines, and
service parts. The Company also provides financial services to its
dealers and customers.
NEENAH FOUNDRY: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Neenah Foundry
Company (Neenah) - Corporate Family at B2 and Probability of
Default Ratings at B2-PD. In a related action, Moody's affirmed the
B3 rating on the senior secured term loan. The rating outlook is
revised to negative.
The following ratings were affirmed:
Corporate Family Rating, B2;
Probability of Default, B2-PD;
B3 (LGD4, 59%), for the senior secured term loan, $117.8 million
remaining amount.
RATINGS RATIONALE
The revision of Neenah's rating outlook to negative reflects the
near-term maturity of the company's $100 million asset based
revolving credit facility due March 2017 and $117.8 million term
loan due April 2017, combined with the weakening environment for
commercial vehicle builds in North America. The expected drop in
commercial vehicle production in North America this year
(representing about 48% of 2015 revenues) may make more challenging
Neenah's ability to refinance these debt facilities. Class 8 build
rates are expected to decline in the range of 25% compared to
2015.
The affirmation of Neenah's B2 Corporate Family Rating incorporates
the company's leading market share in the markets for municipal and
industrial castings and forging products, and moderate leverage,
balanced by the company's cyclical end markets, and modest size.
Moody's believes Neenah's operating flexibility is supported by
strategic actions initiated by management to reduce operating
losses at certain of its locations. In addition, Moody's believes
that a significant portion of the holders of the term loan debt are
also owners of the company, and as such, are likely to support the
negotiation of an extension of the company's debt maturity
profile.
Neenah is anticipated to have a weak liquidity profile over the
near-term weighed by the near-term maturity of its $100 million
asset based revolving credit facility in March 2017 and subsequent
maturity of its $117.8 million term loan in April 2017. As of
December 31, 2015 the asset based revolving credit facility was
unfunded with a borrowing base availability of approximately $75
million, while the nominal cash on hand was restricted to
supporting environment liabilities. Moody's believes that Neenah's
free cash flow over the near-term will be positive, but modest, as
the weak operating performance is expected to be offset by lower
working capital levels. Neenah's cash flow cycle is seasonal with
positive cash generation in the second half of the company's fiscal
year. The financial covenant under the term loan is a maximum total
net leverage test. The covenant's cushion is expected to tighten
over the near-term with expected lower revenues. The asset based
revolver financial covenant is a springing minimum fixed charge
coverage test, which Moody's does not expected to spring over the
near-term.
The rating could be lowered if the North American commercial
vehicle and casting markets experience demand trends resulting in
EBIT margins sustained below 5%, EBIT/Interest sustained below 2x
and debt/EBITDA above 4.5x. The initiation of large shareholder
distribution or the inability to refinance the term loan over the
coming months could also lower the company's rating.
An improvement in Neenah's rating or outlook could result from the
ability to sustain current market share and pricing trends such
that EBIT/Interest is sustained above 3.3x and Debt/EBITDA below
3.5x while demonstrating a financial policy that is focused on debt
reduction rather than shareholder returns. The successful
refinancing of the company's near-term debt maturities could also
lead to a stable rating outlook.
Neenah Foundry Company, headquartered in Neenah, Wisconsin,
manufactures gray and ductile iron castings and forged components
for sale to industrial and municipal customers. Industrial castings
are custom engineered and produced for customers in several
industries, including the medium- and heavy-duty truck components,
farm equipment, construction equipment, and material handling
equipment. Municipal castings include manhole covers and frames,
storm sewer frames and grates, tree grates, and specialty castings.
Neenah is a wholly owned subsidiary of Neenah Enterprises, Inc.,
which is controlled by private investment funds affiliated with
Golden Tree Asset Management and others. Revenues for fiscal last
twelve month period ending December 31, 2015 were $488 million.
NORANDA ALUMINUM: Judge Approves Deadlines to File Proofs of Claim
------------------------------------------------------------------
A federal judge approved the deadline proposed by Noranda Aluminum
Inc. for filing pre-bankruptcy claims against the company.
The order, issued by U.S. Bankruptcy Judge Barry Schermer, requires
creditors to file a proof of their claims on or before June 3,
2016, at 11:59 p.m. (Prevailing Central Time).
This deadline is called a "bar date" because it means that
creditors who come forward after that date may be "barred" from
ever filing a claim against the company.
Meanwhile, all governmental units that have claims against the
companies must submit a proof of their claims on or before August
30, 2016, at 11:59 p.m. (Prevailing Central Time).
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.
NUO THERAPEUTICES: Louisiana Revenue Dept Objects to Plan
---------------------------------------------------------
The Secretary of the Louisiana Department of Revenue objects to the
confirmation of the Chapter 11 Plan filed by Nuo Therapeuutics,
Inc.
LDR is the holder of a claim for Louisiana withholding tax in the
amount of $591.19 for the filing period June 30, 2014, representing
tax and prepetition interest through the date of the filing
confirmation objection on April 20. The return for the period has
not been filed to date.
LDR objects to the Article IV, Section 4.3 because "Code" is not
defined in the plan. LDR asks that "iii" be revised from "(iii) as
provided otherwise provided under the Code" to read "as provided
under the United States Bankruptcy Code, Title 11 of the United
States Code, at Sections 1129(a)(9)(C) and/or 1129(a)(9)(D) if
applicable." This is a necessary revision, LDR contends, in order
for it to be clear LDR is being paid post-effective date interest
under Article VII, Section 7.6, because that provision provides
that "Unless otherwise specifically provided for in this Plan, or
as otherwise required by sections 506(b), 511 or 1129(a)(9)(C)-(D)
of the Bankruptcy Code, interest shall not accrue or be paid on any
Disputed Claim in respect of the period from the effective date to
the date of final Distribution is made when and if such Disputed
Claim becomes and Allowed Claim." Pursuant to Article VII, Section
7.1, the deadline for objections to claims is sixty days after the
effective date, which may be extended with order of the Bankruptcy
Court.
LDR further objects to Article IV, Section 4.3 because it does not
provide for interest to be paid on the priority tax claim in the
event it is paid other than on the effective date under "(i)" of
that section. LDR asks that the following provision be added: "For
the avoidance of any doubt, if Priority Tax Claim of the Louisiana
Department of Revenue is not paid as an Allowed Priority Tax Claim
pursuant to (i) interest shall commence to accrue on the effective
date and shall continue to accrue in accordance with applicable
non-bankruptcy law until the tax is paid in full.
LDR requests that Article VII, Section 7.6 be amended to reflect
the following: "For the avoidance of any doubt, with respect to the
Louisiana Department of Revenue, the rate determined under the
applicable non-bankruptcy law as required by 11 U.S.C. Sec. 511 is
determined pursuant to La. R.S.47:1601(A)(2)(a)(v), as of the
calendar month in which the plan is confirmed until the date such
claims are paid."
LDR also objects to Article XI, Section 11.5 because it
impermissibly attempts to exculpate non-debtors from liability and
there is potential officer liability for the trust tax claim filed
in this case. LDR wants that provision revised too.
LDR notes that informal resolution of these issues was not agreed
to by the Debtor. The Debtor's counsel is trying to resolve the
return issue but could not promise it would be before the objection
period expired.
LDR is represented by:
Florence Bonaccorso-Saenz, Esq.
Bankruptcy Counsel, Collections Division
617 N. Third St., Office 780
Post Office Box 66658 (Zip Code 70896)
Tel: (225) 219-2083, Fax: (225) 231-6235
E-mail: Florence.Saenz@la.gov
About NUO Therapeutics
Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition
was signed by David E. Jorden as acting chief executive officer
and acting chief financial officer.
Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq
Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting
and noticing agent. Hon. Mary F. Walrath has been assigned the
case.
The U.S. Trustee for Region 2 originally appointed three members
to the Official Committee of Unsecured Creditors. The U.S.
Trustee, on March 14, 2016, said New Hampshire Ball Bearings,
Inc., has resigned from the Committee. The remaining committee
members are AAPC and CPA Global Limited.
Nuo Therapeutics, Inc., on March 29 disclosed that the United
States Bankruptcy Court for the District of Delaware entered an
Order granting conditional approval to the Company's Disclosure
Statement for the First Amended Plan of Reorganization in the
ongoing Chapter 11 bankruptcy case. The Court also approved an
expedited pathway to the Company's emergence from Chapter 11 by
scheduling a combined hearing on April 25, 2016 to consider the
adequacy of the Disclosure Statement and confirmation of the
Company's proposed First Amended Plan of Reorganization.
NUO THERAPEUTICES: Plan Supplement Filed Ahead of April 25 Hearing
------------------------------------------------------------------
Nuo Therapeutics, Inc. filed a plan supplement in support of its
First Amended Plan of Reorganization, as modified, and the
Disclosure Statement explaining the Plan.
The Plan Supplement includes current drafts of these documents
(which are currently in draft form and subject to change), as may
be modified, amended or supplemented from time to time in
accordance with the Plan:
Attachment 1 -- Modified list of the Executory Contracts,
and the Cure Amount relating to each
Executory Contract identified.
Attachment 2 -- Feasibility analysis for Scenario B.
Attachment 3 -- Reorganized Debtor's certain corporate
documents attendant to Scenario A:
Second Amended And Restated Certificate Of
Incorporation Of Nuo Therapeutics, Inc.;
Amended And Restated By-Laws Of Nuo
Therapeutics, Inc.; and Certificate Of
Designation Of Series A Preferred Stock
Of Nuo Therapeutics, Inc.
Attachment 4 -- Reorganized Debtor's certain corporate
documents attendant to Scenario B: Second
Amended And Restated Certificate Of
Incorporation Of Nuo Therapeutics, Inc.;
and Second Amended And Restated Bylaws Of Nuo
Therapeutics, Inc.
Attachment 5 -- Identities of the proposed members of the
Reorganized Debtor's board and the proposed
executive officers of the Reorganized Debtor,
under Scenario A.
Attachment 6 -- Identities of the proposed members of the
Reorganized Debtor's board and the proposed
executive officers of the Reorganized Debtor,
under Scenario B.
Attachment 7 -- Identity of any insider who will be employed
or retained by the Reorganized Debtor, and
the nature of any compensation for such
insider, under Scenario A.
Attachment 8 -- Identity of any insider who will be employed
or retained by the Reorganized Debtor, and the
nature of any compensation for such insider,
under Scenario B.
Attachment 9 -- 9.A. -- Scenario A, certain New Common Stock
documents: Registration Rights Agreement, and
Securities Purchase Agreement.
9.B. -- Scenario B, certain New Common Stock
document: Registration Rights Agreement.
Attachment 10 -- Scenario B Secured Exit Financing Facility
certain documents: Credit Agreement, and
Guaranty and Security Agreement.
Attachment 11 -- Percentage of the Scenario A Allocated New
Common Stock allocated from the New Investors
to existing holders of Common Stock Equity
Interests in the Debtor as of the Record Date
who execute and timely deliver a Release
Document, in the event of a Successful Capital
Raise.
Attachment 12 -- Form of the Arthrex TSA (transition services
agreement).
Attachment 13 -- "Class 4 Escrow" information.
A copy of the Plan Supplement is avaiable at:
http://bankrupt.com/misc/NuoTherapeuticsPlanSupplement.pdf
About NUO Therapeutics
Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition
was signed by David E. Jorden as acting chief executive officer
and acting chief financial officer.
Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq
Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting
and noticing agent. Hon. Mary F. Walrath has been assigned the
case.
The U.S. Trustee for Region 2 originally appointed three members
to the Official Committee of Unsecured Creditors. The U.S.
Trustee, on March 14, 2016, said New Hampshire Ball Bearings,
Inc., has resigned from the Committee. The remaining committee
members are AAPC and CPA Global Limited.
Nuo Therapeutics, Inc., on March 29 disclosed that the United
States Bankruptcy Court for the District of Delaware entered an
Order granting conditional approval to the Company's Disclosure
Statement for the First Amended Plan of Reorganization in the
ongoing Chapter 11 bankruptcy case. The Court also approved an
expedited pathway to the Company's emergence from Chapter 11 by
scheduling a combined hearing on April 25, 2016 to consider the
adequacy of the Disclosure Statement and confirmation of the
Company's proposed First Amended Plan of Reorganization.
OLIN VIRTUAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Olin Virtual Academy
14506 Haynes St.
Van Nuys, CA 91401
Case No.: 16-11187
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Martin R. Barash
Debtor's Counsel: Steven P Chang, Esq.
LAW OFFICES OF LANGLEY & CHANG
4158 14th St.
Riverside, CA 92501
Tel: 951-383-3388
E-mail: steven@spclawoffice.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Ramon Miramontes, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-11187.pdf
PARKLANDS OFFICE: Sec. 341 Meeting Scheduled for April 25
---------------------------------------------------------
Parklands Office Park, LLC's Sec. 341 meeting of creditors is
scheduled for April 25, 2016, at 10:00 a.m. at the Office of the
U.S. Trustee. Proofs of claims are due by July 25, 2016.
About Parklands Office
Parklands Office Park, LLC, a single asset real estate company,
sought Chapter 11 protection (Bankr. Conn. Case No. 16-50425) in
Bridgeport, Conn., on March 29, 2016. The case judge is Hon. Ann
M. Nevins. The Debtor tapped James Berman, Esq., at Zeisler &
Zeisler P.C. as counsel. The Debtor estimated assets and debt of
$10 million to $50 million.
POSTROCK ENERGY: Ch. 11 Trustee Hires Fellers Snider as Counsel
---------------------------------------------------------------
Stephen J. Moriarty, the Chapter 11 Trustee of Postrock Energy
Corporation, et al., seeks authorization from the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Fellers Snider
Blankenship Bailey & Tippens, P.C., as counsel, nunc pro tunc to
April 1, 2016.
Fellers Snider will render the following services:
(a) give Trustee legal advice with respect to his powers and
duties as Trustee in the continuing operation of the
Debtors' business and management of their property;
(b) prepare on behalf of Trustee all necessary applications,
answers, orders, pleadings, reports and other legal
papers; and
(c) perform all other legal services for Trustee as may be
necessary herein.
Fellers Snider will be paid at these hourly rates:
Attorneys $160-$425
Legal Assistants $145
Stephen J. Moriarty's rate as Chapter 11 Trustee is $365 per hour.
Stephen J. Moriarty, of Fellers Snider Blankenship Bailey &
Tippens, P.C., 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.
Fellers Snider can be reached at:
Stephen J. Moriarty, Esq.
FELLERS SNIDER BLANKENSHIP BAILEY & TIPPENS, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Tel: (405) 232-0621
Fax: (405) 232-9659
E-mail: smoriarty@fellerssnider.com
About Postrock Energy
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production activity
is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma. The Debtors have
approximately 129 employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel.
Judge Sarah A. Hall is assigned to the cases.
PREMIER GOLF: Gets Approval for Premium Financing Deal With IPFS
----------------------------------------------------------------
Premier Golf Properties, LP received court approval for its premium
finance agreement with IPFS Corporation of California.
The order, issued by U.S. Bankruptcy Judge Christopher Latham,
allowed IPFS to finance the premiums to be paid for the company's
insurance policies.
In exchange, IPFS will have security interest in all unearned or
return premiums and dividends payable under the insurance policies,
according to court filings.
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.
PRIMORSK INTERNATIONAL: 341 Meeting of Creditors Set for April 29
-----------------------------------------------------------------
The meeting of creditors of Primorsk International Shipping Limited
and its affiliates is set to be held on April 29, at 11:00 a.m.,
according to a filing with the U.S. Bankruptcy Court for the
Southern District of New York.
The meeting will take place at the Office of the U.S. Trustee, Room
511, Fifth Floor, One Bowling Green, New York.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Primorsk International
Headquartered in Nicosia, Cyprus, Primorsk International Shipping
Limited (Prisco) aka PISL operates a fleet of ice-class oil tankers
in the Arctic. It was founded in 2004 and is owned by Apington
Investments, a British Virgin Islands holding company, which is
controlled by Russian native Alexander Kirilichev.
Primorsk sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 16-10073) in New York, in the U.S., on Jan. 15, 2016.
Affiliates Boussol Shipping Limited, Malthus Navigati on Limited,
Jixandra Shipping Limited, Levaser Navigation Limited, Hermine
Shipping Limited, Laperouse Shipping Limited (Bankr. S.D.N.Y. Case
No. 16-10079), Prylotina Shipping Limited, Baikal Shipping Ltd, and
Vostok Navigation Ltd. also filed separate Chapter 11 bankruptcy
petitions. The bankruptcy petitions were signed by Holly Felder
Etlin, chief restructuring officer. Judge Martin Glenn presides
over the cases.
The Debtor disclosed total assets of $6,018,821 and total
liabilities of $351,352,076 as of the Chapter 11 filing.
Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as
the Debtors' bankruptcy counsel. AlixPartners, LLP, is the
Debtors' financial and restructuring advisor.
QUEST SOLUTION: Reports Fourth Quarter 2015 Results
---------------------------------------------------
Quest Solution, Inc., announced financial results for the fourth
quarter and year ended Dec. 31, 2015.
Revenue for the three months ended Dec. 31, 2015, increased 105% to
$22.9 million compared to $11.2 million for the three months ended
Dec. 31, 2014. This increase was due to primarily to the
acquisition of Bar Code Solutions in November 2014, the merger with
ViascanQData in the fourth quarter and additional sales activity in
the fourth quarter of 2015.
Gross profit margin for the three months ended Dec. 31, 2015, was
18.5% of revenue compared to 20.8% for the three months ended
Dec. 31, 2014, with the decrease the result of a large customer
order delivered in Q4 and product mix.
Net loss for the three month period ended Dec. 31, 2015, was $1.7
million compared to net income of $255,000 for the three months
ended Dec. 31, 2014.
The company's operating expenses during both the three and 12 month
periods ended Dec. 31, 2015, and 2014 included non-cash expenses
including depreciation, amortization of acquisition intangibles and
stock-based compensation for employee and director stock options.
"2015 was a milestone year for Quest Solution with the integration
of BCS Solutions and the acquisition of ViascanQdata in the fourth
quarter," stated Gilles Gaudreault, chief executive officer of
Quest Solution, Inc. "We experienced solid sales growth and have
provided a foundation for the company to grow stronger in 2016.
Efforts are underway to creating a world class delivery
infrastructure for new sales, improved profitability and exemplary
customer service. Our current focus is on streamlining our capital
structure and integrating the ViascanQData and Quest Solution
operations, driving expense reduction as we eliminate duplicative
costs and unlock expected synergies. We are confident we can
achieve annualized cost savings of approximately $1 million,
enabling us to grow the business profitably."
A full-text copy of the press release is available for free at:
http://is.gd/G0w3aQ
About Quest Solution
Quest Solution (formerly known as Amerigo Energy, Inc.) is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Quest Solution reported a net loss of $1.71 million on $63.9
million of total revenues for the year ended Dec. 31, 2015,
compared to net income of $301,649 on $37.3 million of total
revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Quest Solution had $51.9 million in total
assets, $52.3 million in total liabilities and a total
stockholders' deficit of $471,367.
The Company's auditors RBSM LLP, in Leawood, Kansas, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that
the Company has a working capital deficiency and significant
subordinated debt resulting from acquisitions. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
RAINEY & ASSOCIATES: Asks Court to Extend Exclusivity by 7 Days
---------------------------------------------------------------
Rainey & Associates, Inc. asks the U.S. Bankruptcy Court for the
District of Kansas to extend by seven days -- until April 27, 2016
-- its exclusive period to file a chapter 11 plan of reorganization
and disclosure statement, and to extend until June 27, 2016, its
exclusive period to solicit acceptances of that plan.
Rainey & Associates's sole shareholder, Robert Rainey, is a debtor
in a Chapter 7 bankruptcy proceeding filed on Nov. 9, 2015. Mr.
Rainey's Chapter 7 case is nearing completion with a reaffirmation
hearing set for April 24, 2016.
Rainey & Associates tells the Court that during a review of
financial records in conjunction with a proposed Plan of
Reorganization, it was discovered that due to an unintentional
oversight the income and expense summaries by the firm's employees
did not include all EFT debits from the Debtor's DIP account. All
previously filed operating statements are being revised and those
revisions will be filed with the Court.
Rainey & Associates says the revisions are necessary to accurately
finalize any proposed Plan and can be completed within seven days.
Rainey & Associates, Inc. filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 15-22114) on October 2, 2015, and is represented by:
John L Lentell, Esq.
John L Lentell, JD MBA LLC
4630 W. 137th Street, Suite 107
Leawood, KS 66224
Tel: 913-400-2032
Fax: 913-400-2082
E-mail: lentell@earthlink.net
RAMON AGUIRRE: Bid to Modify Plan to Extend Tax Payment Date Denied
-------------------------------------------------------------------
Judge Timothy Barnes of the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, in the case captioned In re
Ramon Aguirre and Bertha Aguirre, Case No. 14-bk-24420 (Bankr. N.D.
Ill.), denied the Debtor's motion to modify their confirmed plan.
The ruling came upon a third party tax purchaser's motion for
relief from the automatic stay, contending that the Debtors'
default under the provisions of the confirmed plan requiring
payment to purchaser in full of its claim by a certain date was
cause to lift the automatic stay, and the Debtors' competing motion
to modify the confirmed plan, seeking to extend the date under the
plan to pay the tax purchaser. Judge Barnes held that (i) the
default under the confirmed plan constitutes cause to lift the
automatic stay; and (ii) the Debtors' proposed amendment is
infeasible and inequitable. Accordingly, the tax purchaser's
motion for relief from stay is granted and the Debtors' motion to
modify plan is denied.
A full-text copy of Judge Barnes' Memorandum Decision dated April
18, 2016, is available at
http://bankrupt.com/misc/AGUIRRE1350418.pdf
Attorney for Wheeler Financial, Inc.: Robert M. Fishman, Esq. --
rfishman@shawfishman.com -- at Shaw Fishman Glantz & Towbin LLC,
Chicago, IL.
Attorney for Debtors: Paul M. Bach, Sulaiman Law Group, Ltd., Oak
Brook, IL.
Attorney for JPMorgan Chase Bank: Lauren Newman, Esq. --
lnewman@thompsoncoburn.com -- at Thompson Coburn LLP, Chicago, IL.
RAYONIER A.M.: Moody's Lowers Corporate Family Rating to Ba3
------------------------------------------------------------
Moody's Investors Service downgraded Rayonier A.M. Products Inc.
corporate family rating (CFR) to Ba3 from Ba2, probability of
default rating (PDR) to Ba3-PD from Ba2-PD, and senior unsecured
notes due 2024 to B1 from Ba3. The rating outlook is stable.
Moody's also raised RYAM's Speculative Grade Liquidity (SGL) Rating
to SGL-1 from SGL-2 to reflect the company's strong liquidity
position.
"The downgrade reflects the company's high leverage and the
expectation that challenging industry conditions will limit RYAM's
ability to materially improve its leverage over the next 12 to 24
months," said Ed Sustar, Moody's Senior Vice President. "Despite
RYAM's focus on paying down debt, we expect that the company's
EBITDA will decline faster than debt reduction," added Sustar.
Downgrades:
Issuer: Rayonier A.M. Products Inc.
-- Probability of Default Rating, Downgraded to Ba3-PD from
Ba2-PD
-- Corporate Family Rating, Downgraded to Ba3 from Ba2
-- Senior Unsecured Regular Bond/Debenture, Downgraded to
B1(LGD5) from Ba3(LGD5)
Ratings Raised:
Issuer: Rayonier A.M. Products Inc.
-- Speculative Grade Liquidity Rating, Raised to SGL-1 from SGL-2
Outlook Actions:
Issuer: Rayonier A.M. Products Inc.
-- Outlook, Remains Stable
RATINGS RATIONALE
RYAM's Ba3 CFR is supported by its leading global market position
as a specialty cellulose ("SC") pulp manufacturer, long term
customer relationships, high operating margins and leverage of
about 4.5 times. RYAM's rating is constrained by lack of
diversification (with only two plants, one of which represents
about 75% of revenue) and high customer concentration (largest
three customers represent about 60% of sales). Most of RYAM's
production is used to manufacture acetate tow, a raw material for
cigarette filters that has been oversupplied as demand for tobacco
softened, due partly to policies adopted in China to discourage
smoking. This imbalance will continue to put negative pressure on
SC prices and RYAM's EBITDA through the rating horizon. Moody's
expects the company to continue to use free cash flow to reduce
debt and partially offset lower EBITDA and maintain credit metrics
in-line with the rating. Moody's expects RYAM's financial leverage
(adjusted total debt / EBITDA) to be around 4.5 times and interest
coverage (EBITDA/Interest) of 4.5 times.
Moody's said, "RYAM has strong liquidity (SGL-1) supported by
approximately $100 million in cash as of December 2015, almost full
availability under a $250 million revolving credit facility (net of
$14 million of LCs) that matures in June 2019 and our expectations
of about $65 million of cash generation over the next four
quarters. Although RYAM does not have significant debt maturities
over the next several years (about $8 million per year) we expect
the company will use some of its cash and most of its free cash
flow to pay down its debt. We expect the company to remain within
its covenants. A significant portion of the company's assets are
encumbered.
"The stable outlook reflects Moody's expectation that RYAM and
industry peers will manage their supply base to partially offset
weaker than anticipated demand. We expect that the company will
maintain credit metrics in-line with its rating as the company uses
its cash and free cash flow generation to pay-off a portion of its
debt to partially offset declining EBITDA. An upgrade would depend
on a sustained improvement in the company's financial performance.
Quantitatively, this could result if RYAM is able to maintain
Debt/EBITDA around 3.5x (4.0x as of December 2015) and adjusted
(RCF-Capex)/Debt around 10% (10% as of December 2015). The company
could face a longer pullback in earnings if the over-capacity in
the industry is not offset by a sustained improvement in demand.
The rating could be lowered if the company's liquidity deteriorates
significantly or if Debt/EBITDA exceeds 4.5x and adjusted
(RCF-Capex)/Debt drops below 5% for a sustained period of time."
Rayonier A.M. Products Inc. (RYAM), headquartered in Jacksonville,
Florida, is a leading global producer of specialty cellulose pulp
(SC), which is used as a raw material to manufacture a diverse
array of consumer products, such as cigarette filters, as well as
LCD screens, coatings and plastic films.
RECOVERY CENTERS: Hires Brenda Waldrop as Bookkeeper
----------------------------------------------------
Recovery Centers of King County sought and obtained permission from
the U.S. Bankruptcy Court for the Western District of Washington to
retain Brenda Waldrop as bookkeeper, nunc pro tunc to May 15,
2015.
Recovery Centers requires Brenda Waldrop to:
-- assist in resolving the wage claims by Debtors' employees;
and
-- review all of the employee records and calculate any claims
owed for unpaid overtime or similar underpayment.
Brenda Waldrop will be paid at the hourly rate of $80.
Due to the amount of work required and the projected time allotted,
Tracy Waldrop will assist Brenda Waldrop to assist in the project.
Brenda Waldrop provided bookkeeping services for Wells and Jarvis,
P.S., counsel for the Debtor, through her employer, Pearson
Business Management Services. Brenda Waldrop will provide the
services for the project personally and not as an employee of
Pearson Business Management Services.
Brenda Waldrop assured the Court that she 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.
About Recovery Centers
Recovery Centers of King County -- http://www.rckc.org/-- provided
Central Seattle and South King County residents with a continuum of
care for those who suffer with alcoholism or other drug addiction.
RCKC filed a Chapter 11 case (Bankr. W.D. Wash. Case No.
15-13060)on May 15, 2015.
Judge Timothy W. Dore presides over the case. The Debtor tapped
Jeffrey B Wells, Esq., at Wells and Jarvis, P.S., in Seattle, as
counsel. The Debtor disclosed total assets of $32,462,383 and total
liabilities of $17,184,837 as of the Chapter 11 filing.
The Debtor's Chapter 11 plan contemplates the sale of its real
estate located at 464 - 12th Ave S, Seattle, Washington, 1701 18th
Ave. S, Seattle, WA and 505 Washington Ave. S., Kent, Washington.
The Debtor will sell real property located at 464 12th Avenue, in
Seattle, Washington, to Low Income Housing Institute for $4.1
million.
Bank of America, N.A., is the Debtor's secured lender.
The U.S. Trustee for Region 18 appointed five creditors to serve In
the Official Unsecured Creditors Committee. The Committee is
represented by Nagler Law Group, P.S.
RELATIVITY FASHION: Court Names Robert J. Keach as Fee Examiner
---------------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York appointed Robert J. Keach as the fee
examiner in the Chapter 11 cases.
The Fee Examiner is authorized to review, report on, and object to,
if appropriate, the requests for final approval by the Court of the
fees and expenses of:
(i) the Retained Professionals;
(ii) FTI Consulting, Inc. pursuant to the orders entered by
the Court in the chapter 11 cases governing FTI's retention and
payment of fees; and
(iii) the attorneys, advisors, consultants, accountants, and
other professional persons, other than the Retained Professionals
and FTI.
The scope of the Fee Examiner's authority excludes:
(i) any investigation analysis, or other review of (a) any
potential breach of contract and/or tort claims against the
Professionals, and/or (b) business decisions made by employees of
FTI in their capacities as officers of the Debtors; and
(ii) the Heatherden Fee Claims resolved pursuant to separate
settlement as set forth in paragraph 54 of the Confirmation
Order.
FTI Consulting is represented by:
Lawrence C. Gottlieb, Esq.
Richard S. Kanowitz, Esq.
Max Schlan, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Telephone: (212)479-6000
Facsimile: (212)479-6275
E-mail: lgottlieb@cooley.com
rkanowitz@cooley.com
mschlan@cooley.com
About Relativity Fashion
Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music. More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.
Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015. The
case is assigned to Judge Michael E. Wiles.
The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.
Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager. Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker. The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.
The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.
* * *
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct. 21, 2015, completed its purchase of the assets of Relativity
Television.
After selling their TV business, the Debtors and CEO Ryan C.
Kavanaughfiled a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.
Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors
in raising up to $100 million of new equity to fund the Plan.
The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth
Amended Plan. A copy of the Fourth Amended Plan is available at
http://is.gd/wZI1gd
RESPONSE GENETICS: Wins Dismissal of Chapter 11 Case
----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court issued an
order approving Response Genetics' motion to dismiss its Chapter 11
proceeding.
The dismissal order states, "The Debtor has demonstrated sufficient
bases for the dismissal of the Chapter 11 Case, including the fact
that the Debtor has no ongoing business operations and has
completed the claims reconciliation process. . . . The Committee
and its professionals are hereby authorized to distribute the
Settlement Funds to the holders of allowed general secured claims
per terms of the Compromise Order and consistent with holders of
claims described on Exhibit A to the motion. To the extent the
Debtor or the Committee retains any excess Wind Down Funds, the
Debtors and its professionals shall turnover such funds to SWK."
As reported by the Troubled Company Reporter on April 7, 2016,
Response Genetics, Inc., asked the Bankruptcy Court to dismiss its
Chapter 11 Case and permit it and its professionals to distribute
any excess Wind Down Funds to SWK Funding, LLC, to the extent that
the professionals control the accounts containing the Wind Down
Funds.
The Debtor explains that it has successfully completed the sale of
its assets to Cancer Genetics, Inc., after an extensive prepetition
and postpetition marketing effort, and consistent with the terms of
Court-approved Settlement among the Debtor, prepetition lenders,
and the Official Committee of Unsecured Creditors, the Debtor is
prepared to distribute cash in amount equal to 10% of the allowed
amount of general unsecured claims in anticipation of imminent
completion of the claims reconciliation process.
According to the Debtor, there is no reason to incur additional
cost of administering these cases when its estate does not have
sufficient funds to distribute to the holders of allowed general
unsecured priority claims, to prosecute and confirm a Chapter 11
Plan of liquidation, and that any further administration of the
Debtor's case would deplete the funds being used to wind down the
Debtor's remaining affairs without any meaningful benefit to the
estate or creditors.
In addition, the Debtor asserts that there is no need to review
potential avoidance claims arising under Chapter 5 of the
Bankruptcy Code because these are already sold to the buyer under
the Asset Purchase Agreement, hence, the Debtor seeks the dismissal
of its Chapter 11 Case and authorizing the disbursement of
settlement funds to the holders of allowed general unsecured
claims.
About Response Genetics
Los Angeles, California-based Response Genetics, Inc.
(otcqb:RGDX)-- http://www.responsegenetics.com-- is a
CLIA-certified clinical laboratory focused on the development and
sale of molecular diagnostic testing services for cancer. The
Company's technologies enable extraction and analysis of genetic
information derived from tumor cells stored as formalin-fixed and
paraffin-embedded specimens. The Company's principal customers
include oncologists and pathologists. In addition to diagnostic
testing services, the Company generates revenue from the sale of
its proprietary analytical pharmacogenomic testing services of
clinical trial specimens to the pharmaceutical industry.
Response Genetics, fdba Bio Type, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 15-11663) on Aug. 9, 2015,
represented by James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP. Canaccord Genuity, Inc., serves as its investment
banker; and Rust Consulting Omni Bankruptcy acts as its claims and
noticing agent.
The Company disclosed total assets of $10.7 million and total
debts
of $15.7 million. The petition was signed by Thomas Bologna,
chairman and chief executive officer.
* * *
Response Genetics executed a "stalking horse" agreement to sell
all
of its business assets to Cancer Genetics, Inc., for $14 million,
comprised of a 50/50 split in value of cash and the common stock
of
CGI.
CGI is represented by Kramer Levin Naftalis & Frankel LLP's James
A. Grayer, Esq.
RON SAMUEL ISRAELI: Settlement, $100K Loan From Panitch Approved
----------------------------------------------------------------
Ron Samuel Israeli, an individual debtor, on April 18, 2016,
received approval from Judge John K. Sherwood of the U.S.
Bankruptcy Court for the District of New Jersey of a settlement
agreement with lender Irwin Panitch.
The Debtor also received conditional approval to obtain additional
secured credit on these terms:
a) The Lender will provide a loan in an aggregate amount of
$100,000.
b) The Loan will accrue interest on the principal amount at an
interest rate equal to 2.25% per annum.
c) The Loan will be used solely to fund the Agreement.
d) The Debtor is authorized to pay interest only of $187.50 to
the Lender on the 1st day of each month beginning on the month
immediately after Bankruptcy Court approval of the Loan Agreement.
e) To secure the repayment of the Loan, the Lender is granted a
valid, perfected binding and enforceable junior mortgage Lien upon
the Debtor's personal residence pursuant to Section 364(c)(3) of
the Bankruptcy Code.
f) To further secure the repayment of the Loan, the Lender is
granted a super-priority administrative claim pursuant to Section
364(c)(1) of the Bankruptcy Code.
g) The Debtor is authorized to pay the full amount of the
mortgage note on its due date.
The Lender will fund the loan proceeds to the Trenk, DiPasquale,
Della Fera & Sodono, P.C. attorney trust account in accordance with
the Settlement Agreement: (1) in the absence of any objections to
this Order, on April 22, 2016; or (2) in the event of an objection
and the entry of a subsequent Order approving the settlement and
loan, upon entry of such Order.
Any creditor or other interested party having any further objection
to the Order will file with the Clerk of the Court and serve upon
counsel for the Debtor on or before April 21, 2016, a written
objection and will appear to advocate said objection at a hearing
to be held at 2:00 p.m. on April 25, 2016, in Courtroom 3D of the
United States Bankruptcy Court, Newark, New Jersey. In the event
no objections are filed or not advocated at such hearing, then the
Order will continue in full force and effect and will be deemed in
all respects a final Order without further notice or hearing in
accordance with Federal Rules of Bankruptcy Procedure 4001(d)(3).
Ron Samuel Israeli sought Chapter 11 protection (Bankr. D.N.J. Case
No. 15-33499) on Dec. 16, 2016.
The Debtor's attorneys:
RAVIN GREENBERG FRIEDMAN, LLC
Chad B. Friedman
Brian L. Baker
101 Eisenhower Parkway
Roseland, NJ 07068
Telephone: (973) 226-1500
Facsimile: (973) 226-6888
SABINE OIL: Stay Pending Appeal of STN Motions Denial Sought
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sabine Oil & Gas
Corporation, et al., asks the U.S. Bankruptcy Court for the
Southern District of New York, to stay, pending its appeal from the
Court's denial of the "STN Motions", any action to release denied
STN Claims and the expiration of the challenge deadline to pursue
the denied STN Claims.
The STN Motions consisted of Motions filed by the Official
Committee and the Forest Notes Indenture Trustees for leave,
standing, and authority to commence and prosecute certain claims
and causes of action on behalf of the Debtors' estates.
The Court denied the STN Motions based on these reasons, among
others:
(1) The Committee's alleged theory of the bad acts claims is
implausible and is contradicted by the record;
(2) The intentional fraudulent transfer claims are not
colorable;
(3) The breach of fiduciary duty claims are not colorable;
(4) The equitable subordination claims are not colorable; and
(5) The recharacterization claims are not colorable.
The Committee makes these arguments in support of its Motion:
(1) Granting a stay of releases of the denied claims will
avoid a jurisdictional conflict;
(2) A stay pending appeal, preventing releases that duplicate
the STN Order ruling, is justified under the traditional
four-factor balancing test, including avoiding the jurisdictional
conflict;
(3) Unsecured Creditors will suffer irreparable harm absent a
stay of the proceedings;
(4) No appellee or STN Objector will incur any injury, let
alone substantial injury, with a stay of a release, because the
Debtors defended the STN Motions on the Grounds that the denied
claims had zero merit and value, and obtained an STN Order on that
basis;
(5) The Committee has a strong possibility of success on
appeal;
(6) Public interest will be served by a stay; and
(7) The STN Order should be subject to a stay to avoid any
arguments about expiration of the appeal period.
The Official Committee of Unsecured Creditors is represented by:
Mark R. Somerstein, Esq.
Keith H. Wofford, Esq.
D. Ross Martin, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036-8704
Telephone: (212)596-9000
Facsimile: (212)596-9090
E-mail: mark.somerstein@ropesgray.com
keith.wofford@ropesgray.com
ross.martin@ropesgray.com
douglas.hallward-driemeier@ropesgray.com
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the
North Louisiana Haynesville. The Company operates, or has joint
working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315
non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11
protection(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on
July 15, 2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SBN FOG CAP: Case Summary & 8 Unsecured Creditors
-------------------------------------------------
Debtor: SBN Fog Cap II LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203
Case No.: 16-13815
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Thomas B. McNamara
Debtor's Counsel: James T. Markus, Esq.
MARKUS WILLIAMS YOUNG & SIMMERMANN LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-830-0800
Fax: 303-830-0809
E-mail: jmarkus@markuswilliams.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Steven C. Petrie, chief executive
officer.
A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob16-13815.pdf
SDI SOLUTIONS: Arent Fox Represents Unsecured Creditors' Committee
------------------------------------------------------------------
On Mar. 24, 2016, the United States Trustee appointed a five-member
Official Committee of Unsecured Creditors of SDI Solutions LLC, et
al. To comply with Rule 2019 of the Federal Rules of Bankruptcy
Procedure, the Committee's lawyers filed a statement disclosing
their identities and the Committee members' economic interests.
The lawyers representing the Committee are:
George P. Angelich, Esq.
Beth M. Brownstein, Esq.
ARENT FOX LLP
1675 Broadway
New York, NY 10019
Telephone: (212) 484-3900
E-mail: george.angelich@arentfox.com
beth.brownstein@arentfox.com
- and -
Jeffrey N. Rothleder, Esq.
ARENT FOX LLP
1717 K Street, NW
Washington, DC 20006
Telephone: (202) 857-6000
E-mail: jeffrey.rothleder@arentfox.com
- and -
Matthew P. Ward, Esq.
Ericka F. Johnson, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Telephone: (302) 252-4320
E-mail: maward@wcsr.com
erjohnson@wcsr.com
The five Committee members and their economic interests in the
chapter 11 estates are:
I-sys Corp.
Debra Ohlendorf
505 Gilbert Landing
Mount Pleasant, SC 29464
-- $2,288,904.90 for company sale
AP Adler BDP LLC
Attn: Steven R. Brownstein
1400 NW 107 Ave., 5th Floor
Miami, FL 33172
-- $1,421,014.62 for office lease
March Networks, Inc.
Attn: Christine Maher
c/o March Networks Corporation
303 Terry Fox Drive, Ste 200
Ottawa, Ontario K2K 351
-- $504,233.30 for trade debts
Derek Radoski
7610 Holiday Dr.
Alexandria, VA 22308
-- $241,818.45 for severance and other amounts
About SDI Solutions
SDI Solutions LLC and SDI Opco Holdings, LLC sought protection
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware (Delaware) (Bankr. D. Del.,
Case
Nos. 16-10627 and 16-10628) on March 13, 2016. The petition was
signed by David Sullivan, chief executive officer.
The cases are jointly administered under Case No. 16-10627.
The Debtors are represented by Stuart M. Brown, Esq., Kaitlin
MacKenzie Edelman, Esq., and Thomas R. Califano, Esq., at DLA
Piper
LLP (US). The Debtors tapped Gulf Atlantic Capital Corp. as their
financial advisor and Donlin, Recano & Company Inc. as their
claims
and noticing agent.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
SKYBRIDGE SPECTRUM: Court Allows Receiver to Renew FCC Licenses
---------------------------------------------------------------
Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware grants Receiver Susan L. Uecker's motion for
relief from the automatic stay imposed in the Chapter 11 case of
Skybridge Spectrum Foundation's Chapter 11 case to allow it to
renew Federal Communications Commission (FCC) Licenses.
As previously reported by The Troubled Company Reporter, the
Receiver asked the Court for entry of an order granting relief from
the automatic stay so it file renewal applications with the FCC and
pay associated filing fees for 352 Multiple Address System spectrum
licenses owned by the Debtor.
The Debtor objected to the Receiver's motion, complaining that the
Receiver can offer no persuasive evidence that the interests of
creditors would be better served by permitting her to continue to
remain in possession, custody or control of the Debtor's property,
even to the limited extent she has requested, such that the Debtor
is skeptical regarding the Receiver’s ability to submit the MAS
renewal/construction extension application in a manner that will
maximize the chances of optimally successful renewal/extension.
In addition, the Debtor asserted that the Receiver is only
attempting to interfere with the Debtor's control over its
reorganization on account of her own pecuniary interests when the
Debtor is completely capable of renewing its Licenses without the
Receiver's assistance. Furthermore, the Debtor argued that if it
have access to all of its assets, the Debtor will be prejudiced due
to the substantial weight that is added to the Debtor's burden in
its attempt to reorganize and to promulgate an acceptable plan of
reorganization.
Dr. Arnold Leong, joined by Puget Sound Energy, Inc., supported the
Receiver's request, saying the FCC licenses are jeopardized by
their controlling member, Warren Havens, who has deliberately
diverted jointly owned assets to procure FCC licenses for new
entities of which he claims sole ownership, his refusal to maintain
general ledgers or provide Leong with the most basic financial
information, taking unauthorized and excessive compensation, and
his use of LLC money for personal purposes. If Havens is allowed
to remain in control of the Debtor, he will almost certainly use
the case to make it an even dozen abuses, Dr. Leong asserted. Dr.
Leong asserted that it is imperative that the Receiver remain in
possession and be excused from turning over the property in her
custody for turnover would be worse than injurious: there is a
substantial risk it would be devastating, as this has already been
demonstrated by Havens.
Judge Sontchi ruled that to the extent necessary, the Receiver is
authorized to file the renewal applications for Skybridge Spectrum
Foundation's MAS licenses and to use funds that are property of the
Debtor's estate to pay for the renewal applications.
Skybridge Spectrum Foundation is represented by:
Elihu E. Allinson III
SULLIVAN HAZELTINE ALLINSON LLC
901 North Market Street, Suite 1300
Wilmington, DE 19801
Telephone: (302) 428-8191
Facsimile: (302) 428-8195
Email: zallinson@sha-llc.com
Dr. Arnold Leong is represented by:
Dean A. Ziehl, Esq.
Jeremy V. Richards, Esq.
Bradford J. Sandler, Esq.
Peter J. Keane, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: dziehl@pszjlaw.com
jrichards@pszjlaw.com
bsandler@pszjlaw.com
pkeane@pszjlaw.com
Puget Sound Energy, Inc. is represented by:
Alan D. Smith, Esq.
Mark W. Schneider, Esq.
David S. Steele, Esq.
PERKINS COIE LLP
1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Telephone: 206.359.8000
Facsimile: 206.359.9000
Email: ADSmith@perkinscoie.com
MWSchneider@perkinscoie.com
DSteele@perkinscoie.com
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.
SKYBRIDGE SPECTRUM: Needs Until April 24 to File Schedules
----------------------------------------------------------
Skybridge Spectrum Foundation asks the U.S. Bankruptcy Court to
further extend the time by which it must file its schedules of
assets and liabilities and statement of financial affairs to April
24, 2016, or 44 days after the Petition Date.
According to the Debtor, the Receiver has control on its business
assets and it does not know what dispositions the Receiver may have
because the Receiver has not yet responded to the Debtor's demand
to turn over and account for its property. Accordingly, the Debtor
says it requires additional time to assemble the information
necessary to complete the Schedules and Statements.
Skybridge Spectrum Foundation is represented by:
Elihu E. Allinson III
SULLIVAN HAZELTINE ALLINSON LLC
901 North Market Street, Suite 1300
Wilmington, DE 19801
Telephone: (302) 428-8191
Facsimile: (302) 428-8195
Email: zallinson@sha-llc.com
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.
SPORTS AUTHORITY: Proposes August 29 Governmental Bar Date
----------------------------------------------------------
Sports Authority Holdings, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court to establish (i) the date no earlier than the
first business day that is at least 30 days after the Service Date,
as the deadline for all persons and entities holding a claim
against the Debtors to file a Proof of Claim; and (ii) August 29,
2016, as the deadline for each governmental unit holding a claim
against the Debtors to file a Proof of Claim in the Chapter 11
Cases.
The Debtors further ask the Court to establish as Rejection Bar
Date the later of (a) the General Bar Date and (b) 30 days after
the effective date of rejection, as the bar date by which a proof
of claim relating to the Debtors’ rejection of executory
contracts and unexpired leases must be filed.
Sports Authority Holdings, Inc., et al. are represented by:
Michael R. Nestor, Esq.
Kenneth J. Enos, Esq.
Andrew L. Magaziner, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mnestor@ycst.com
kenos@ycst.com
amagaziner@ycst.com
-- and --
Robert A. Klyman, Esq.
Matthew J. Williams, Esq.
Jeremy L. Graves, Esq.
Sabina Jacobs, Esq.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
Email: rklyman@gibsondunn.com
mjwilliams@gibsondunn.com
jgraves@gibsondunn.com
sjacobs@gibsondunn.com
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.
SPORTS AUTHORITY: Seeks Approval of PBS Vendor Agreement
--------------------------------------------------------
Sports Authority Holdings, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court to approve a settlement agreements with
pay-by-scan (PBS) vendors.
According to the Debtors, a significant portion of their business
involves the sale of a wide range of popular goods delivered to the
Debtors from various vendors pursuant to PBS vendor agreements
executed prior to the Petition Date by Debtor TSA Stores, Inc.
Certain of the Debtors have commenced an adversary proceeding
against each of the PBS Vendors, to, among other things,
demonstrate a bona fide dispute that would permit the Debtors to
sell the Prepetition PBS Goods free and clear of all liens, claims
and interests, and seek, among other things, for declaratory
judgment with respect to the rights and interest in the Prepetition
PBS Goods with respect to each PBS Vendor, and the Debtors' ability
to sell the Prepetition PBS Goods under applicable provisions of
the Bankruptcy Code and applicable provisions of the Uniform
Commercial Code (UCC).
The Debtors tell the Court that the PBS Vendor Settlement will
allow them to resume their ordinary course business operations,
continue to sell merchandise on hand and restock with new
merchandise, generate significant returns for the Debtors' estates
and stakeholders, and foster important vendor relationships that
should improve value in the context of these Chapter 11 Cases.
Under the Vendor Settlement, the Debtors provide the PBS Vendors
with the compromise deal and the assurances they need to resume
deliveries to the Debtors of the fresh inventory that is essential
to the Debtors' go-forward business and the sale or reorganization
of the Debtors' business.
The Debtors add that the Vendor Settlement will increase their
liquidity materially because the Consenting Vendors have agreed to
reallocate to the Debtors 40 percent of their proceeds arising from
the sale of the Prepetition PBS Goods, and have also agreed to ship
more goods in the ordinary course of business, which will help
enable the Debtors to remain in compliance with their DIP financing
budget. Likewise, the implementation of the Vendor Settlement will
cut the professional fee burn associated with the material
contested matters arising from the Disputes.
Furthermore, the Vendor Settlement entitles the Vendor to receive
100% of the Vendor Allocation specified in the PBS Agreement and
Vendor will have a first priority, perfected security interest in
Postpetition PBS Goods delivered post-petition and the Vendor
Allocation of the proceeds therefrom that is senior to any rights
asserted by TSA’s existing and future secured lenders, provided,
however, that such security interest shall not entitle Vendor to
any adequate protection claim or other administrative expense
claim.
The Parties have also agree that any and all termination notices
with respect to the PBS Agreements will be deemed withdrawn, and
upon a final 9019 Order, TSA will dismiss its pending complaints
against the Consenting Vendor, and that in the event of a Sale of
TSA and/or its affiliates, the Settlement Agreement will govern the
disposition of PBS Goods delivered prior to the closing of such
Sale and the proceeds therefrom. Post-closing deliveries will be
the subject of the existing PBS Agreement, in the event that the
assumption and assignment of such PBS Agreement is approved by the
Bankruptcy Court, or as otherwise agreed to between the buyer in
the Sale and the Vendor, and will not be governed by the Settlement
Agreement.
Sports Authority Holdings, Inc., et al. are represented by:
Michael R. Nestor, Esq.
Kenneth J. Enos, Esq.
Andrew L. Magaziner, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mnestor@ycst.com
kenos@ycst.com
amagaziner@ycst.com
-- and --
Robert A. Klyman, Esq.
Matthew J. Williams, Esq.
Jeremy L. Graves, Esq.
Sabina Jacobs, Esq.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071-1512
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
Email: rklyman@gibsondunn.com
mjwilliams@gibsondunn.com
jgraves@gibsondunn.com
sjacobs@gibsondunn.com
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.
ST. MICHAEL'S MEDICAL: Has Deal Resolving Committee's DIP Objection
-------------------------------------------------------------------
Saint Michael’s Medical Center, Inc., et al., ask the U.S.
Bankruptcy Court to approve a global settlement agreement with
Trinity Health Corporation and the Official Committee of Unsecured
Creditors to resolve the Committee's objections to the entry of the
Final DIP Order.
The settlement provides that the Budget will be amended to include
reasonable costs of preparing and confirming a plan of liquidation
and provide sufficient funding to effectuate an orderly wind down
of the Debtors' estates, including the payment of allowed priority
and administrative expense claims all reasonably acceptable in
substance, costs and funding to the Debtors, Trinity and the
Committee but in any such event such costs and funding will not be
more than $750,000 in the aggregate.
The DIP Loan is increased to $15,750,000 and, to the extent the
final DIP Loan balance is less than $15,750,000, the Debtors will
have the right to draw down from the DIP Facility an amount equal
to the difference between the final DIP Loan balance and
$15,750,000.
Trinity will waive all of its claims arising from or related to any
and all of the DIP Obligations and all attendant liens and security
interests, including, but not limited to, any lien on or claim to
the Parking Lot, funds subject to the BONY adversary proceeding and
proceeds of the Avoidance Actions.
Trinity will retain a general unsecured claim that will share in
any distribution to the class of general unsecured creditors
pursuant to a confirmed plan of liquidation as set forth in the
sharing arrangement.
The Committee and each of the Debtors discharges and releases the
Trinity Parties of and from any and all claims and causes of action
that the Debtors have or may have against the Trinity Parties which
arise out of or in any way relate to, directly or indirectly,
Trinity Parties’ and Debtors’ prepetition relationship, and/or
any pre-petition act or transaction of the Trinity Parties whether
accrued or not.
All entities will be permanently enjoined from asserting,
prosecuting or filing any action or claim directed against Trinity
Parties for the purpose of directly or indirectly collecting,
recovering or receiving payment with respect to any Settlement
Release Claims, and/or pursuing any derivative action related to
Settlement Release Claims, and/or pursuing a duplicative claim that
could have been brought by the Debtors against the Trinity
Parties.
Saint Michael's Medical Center, Inc., et al., are represented by:
Michael D. Sirota, Esq.
Ryan T. Jareck, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
P.O. Box 800
Hackensack, New Jersey 07602-0800
Telephone: (201) 489-3000
Facsimile: (201) 489-1536
Email: msirota@coleschotz.com
rjareck@coleschotz.com
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation. The
immediate sole corporate member of SMMC is Maxis Health System, a
Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three 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
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.
U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors. Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee.
SUNEDISON INC: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
SunEdison DG, LLC 16-10991
250 Vesey Street, 26th Floor
New York, NY 10080
SunEdison, Inc. 16-10992
SunEdison Holdings Corporation 16-10993
SunEdison Utility Holdings, Inc. 16-10994
SunEdison International, Inc. 16-10995
SUNE ML 1, LLC 16-10996
MEMC Pasadena, Inc. 16-10997
Solaicx 16-10998
SunEdison Contracting, LLC 16-10999
NVT, LLC 16-11000
NVT Licenses, LLC 16-11001
Team-Solar, Inc. 16-11002
SunEdison Canada, LLC 16-11003
Enflex Corporation 16-11005
Fotowatio Renewable Ventures, Inc. 16-11006
Silver Ridge Power Holdings, LLC 16-11007
SunEdison International, LLC 16-11008
Sun Edison LLC 16-11009
SUNE Wind Holdings, Inc. 16-11010
SUNE Hawaii Solar Holdings, LLC 16-11011
First Wind Solar Portfolio, LLC 16-11012
First Wind California Holdings, LLC 16-11013
SunEdison Products Singapore PTE Ltd. 16-11014
SEV Merger Sub, Inc. 16-11015
PVT Solar, Inc. 16-11016
SunEdison Residential Services, LLC 16-11017
Type of Business: Developer and seller of photovoltaic energy
solutions, an owner and operator of clean power
generation assets, and a global leader in the
development, manufacture and sale of silicon
wafers to the semiconductor industry.
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Stuart M. Bernstein
Debtors' Counsel: Jay M. Goffman, Esq.
Eric J. Ivester
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
(NEW YORK)
Four Times Square
New York, NY 10036-6522
Tel: 212.735.3000
Fax: 212.735.2000
E-mail: jay.goffman@skadden.com
eric.ivester@skadden.com
- and -
James J. Mazza, Jr., Esq.
Louis S. Chiappetta, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
(CHICAGO)
155 N. Wacker Dr.
Chicago, IL 60606-1720
Tel: 312.407.0700
Fax: 312.407.0411
E-mail: james.mazza@skadden.com
louis.chiappetta@skadden.com
Debtors'
Conflicts
Counsel: TOGUT, SEGAL & SEGAL LLP
Debtors'
Investment
Banker and
Financial
Advisor: ROTHSCHILD INC.
Debtors'
Restructuring
Advisors: Mark W. Hojnacki
Scott Mell
Clifford Chen
MCKINSEY RECOVERY & TRANSFORMATION SERVICES
U.S., LLC
55 East 52nd Street
New York, NY 10022
Tel: 212.446.7000
Fax: 212.446.8575
Debtors'
Claims and
Noticing
Agent: PRIME CLERK LLC
Total Assets as of Sept. 30, 2015: $20.7 billion
Total Debts as of Sept. 30, 2015: $16.1 billion
The petitions were signed by Martin H. Truong, senior vice
president, general counsel and secretary.
Consolidated List of Debtors' 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilmington Trust, National 2020 Convertible $488,500,000
Association Notes
Corporate Trust Office, 2020
Convertible Senior Notes
1100 North Market St
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
E-mail: tmorris@wilmingtontrust.com
Wilmington Trust, National 2022 Convertible $347,000,000
Association Notes
Corporate Trust Office, 2022
Convertible Senior Notes
1100 North Market St
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
E-mail: tmorris@wilmingtontrust.com
Wilmington Trust, National 2025 Convertible $320,125,000
Association Notes
Corporate Trust Office, 2025
Convertible Senior Notes
1100 North Market St
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
E-mail: tmorris@wilmingtontrust.com
Wilmington Trust, National 2021 Convertible $289,500,000
Association Notes
Corporate Trust Office, 2021
Convertible Senior Notes
1100 North Market St
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
E-mail: tmorris@wilmingtontrust.com
Wilmington Trust, National 2023 Convertible $279,022,000
Association Notes
Corporate Trust Office, 2023
Convertible Senior Notes
1100 North Market St
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
E-mail: tmorris@wilmingtontrust.com
Wilmington Trust, National 2018 Convertible $255,674,000
Association Notes
Corporate Trust Office, 2018
Convertible Senior Notes
1100 North Market St
Wilmington, DE 19890
Tel: 302-651-1000
Fax: 302-636-4145
E-mail: tmorris@wilmingtontrust.com
D. E. Shaw & Co., L.P. Contractual $231,000,000
Attn: Martin Lebwohl Payment Claim;
1166 Avenue of the Americas, Co-Claimant with
6th Floor Madison Dearborn
New York, NY 10036 Capital Partners
Attn: Martin Lebwohl IV, L.P.
Tel: 212-478-0000
Fax: 212-478-0100
E-mail: martin.lebwohl@deshaw.com
Madison Dearborn Capital Partners Contractual $231,000,000
IV, L.P. Payment Claim;
Attn: Matt Raino, Mark Tresnowski Co-Claimant
Three First National Plaza, with D.E. Shaw
Suite 4600 & Co. L.P.
Chicago, IL 60603
Tel: 213-895-1000
Fax: 312-895-1041
E-mail: mraino@MDCP.com;
mtresnowski@MDCP.com
Wilmington Trust, National Exchangable $215,000,000
Association Notes due 2020
Corporate Trust Office
Exchangeable Notes due 2020
Tel: 302-651-1000
Fax: 302-636-4145
E-mail: tmorris@wilmingtontrust.com
Renova Energia Contractual $200,000,000
Cristiano C. Barros, CEO Payment Claim
Avenida Roque Petroni
999-40 Andar
Villa Gertrudes
Sao Paulo, SP 04707-910
Brazil
Tel: 55 (11) 3509-1100
Fax: 55 (11) 3509-111300
PCS Phosphate Company, Inc. and
Litigation $185,000,000
PCS Sales (USA), Inc.
Attn: Troy Erny, VP Industrial Sales
1101 SKOKIE BLVD STE 400
Northbrook, IL 60062
Tel: 847-849-4200
Fax: 847-849-4695
E-mail: tlerny@potashcorp.com
R/C US Solar Investment Partnership Contractual $102,500,000
L.P. Payment Claim
Attn: General Counsel
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, NY 10019
Attn: General Counsel
Tel: 212-993-0076
Fax: 212-993-0077
Flextronics International Trade $44,460,971
Attn: Michael M. McNamara, Chief
Executive Officer
847 Gibraltar Dr Bldg 5
Milpitas, CA 95035
Tel: 408-576-7000
Fax: 408-576-7454
E-mail: rachael.serafini@flextronics.com
Atlantic Specialty Insurance Co. Litigation $31,000,000
Attn: General Counsel
605 Highway 169 North Suite 800
Plymouth, MN 55441
Tel: 781-332-7000
Fax: 781-332-7969
BTG Pactual Brazil Infrastructure Contractual $20,000,000
Fund II, LP; P2 Brasil Private Payment Claim
Infrastructure Fund II, LP, et al.
Attn: Tai-Heng Cheng
Quinn Emanuel Urquhart & Sullivan, LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
Tel: 212-849-7000
Fax: 212-849-7100
E-mail: taihengcheng@quinnemanuel.com;
michaelcarlinsky@quinnemanuel.com;
johnchun@quinnemanuel.com
Jinneng Clean Energy Technology Ltd. Trade $16,237,805
Attn: Dr. Liyou Yang,
General Manager
No. 1 Wenshui Economic
Development Zone
Lvliang City, Shanxi 032100 China
Taimax And Woongjin Energy Co. Ltd.
Attn: Jaekyun Lee, Chief Executive
Officer
E-mail: zhongping.mao@jinergy.com
Taimax And Woongjin Energy Co. Ltd. Litigation $15,400,000
Attn: Jaekyun Lee, Chief Executive
Officer
37, Gwanpyeong-Dong Techno 2-RO
Yuseong-Gu
Daejoen, 305-509 Korea
Tel: 82-42-939-8114
Fax: 82-42-939-8098
E-mail: bjkim@woongjinenergy.com
Solarpark Korea Co., Ltd. Trade $14,837,500
Attn: Hyunwoo Park, Chief Executive
Officer
855-1, Dunsan-Ri, Bongdong-Wup
Wanju-Gun
Jeollabuk-Do , 565-902 Korea
Tel: 82-(0)63-710-3000
Fax: 82-(0)63-710-3001
E-mail: hyunwoo.park@solarpark-korea.com
PricewaterhouseCoopers LLC Trade $14,708,878
Attn: General Counsel
800 Market St
Saint Louis, 63101
Attn: General Counsel
Tel: 314-206-8514
Fax: 314-206-8500
Akuo Energy Litigation $13,017,216
Attn: General Counsel
140, avenue des Champs Elysees
Paris, 75008 France
Tel: 33(0)1 47 66 09 90
Fax: 33(0)1 47 55 10 51
E-mail: contact@akuoenergy.com
Chint Solar (Hong Kong) Co., Ltd. Trade $11,257,752
Attn: Mr. Yongcai Wang, President
1335 Binan Road, Binjian District
Hangzhou, 310053 China
Tel: 86-571-5810-7219
Fax: 86-571-5675-3388
E-mail: amity.hu@astronergy.com
Trina Solar Inc. Trade $10,518,107
Attn: Jifan Gao, CEO
No.2 Tian He Road, Electronics Park,
New District
Chang Zhou, Jiangsu 213031
China
Tel: 86-519-8548-5801
Fax: 86-519-8548-5936
E-mail: Huafeng.Jin@Trinasolar.Com
Hefei JA Solar Technology Co Ltd Trade $10,380,370
Attn: Baofang Jin, CEO
No.1, Jianhua Road, Bali Town,
Economic Development Zone
Yangzhou, Jiangsu 225000 China
Tel: 86-514-8554-8123
Fax: 86-514-8554-8191
E-mail: yinghg@jasolar.com
Eastern Maine Electric Cooperative, Inc. Litigation $10,000,000
Attn: John McVeigh
Preti, Flaherty, Beliveau & Pachios, LLP
One City Center
PO Box 9546
Portland, ME 04112-9546
Tel: 207-791-3000
Fax: 207-791-3111
E-mail: jmcveigh@preti.com
Marathon Capital LLC Litigation $8,750,000
Attn: Richard Mooney
Rimon PC
One Embarcadero Center, Ste 400
San Francisco, CA 94111
Tel: 415-683-5472
Fax: 415-683-5472
E-mail: richard.mooney@rimonlaw.com
PCS Sales Inc. Trade $8,642,214
Attn: Troy Erny, VP Industrial Sales
1101 SKOKIE BLVD STE 400
Northbrook, IL 60062
Tel: 847-849-4200
Fax: 847-849-4695
E-mail: tlerny@potashcorp.com
Kirkland & Ellis LLP Trade $6,552,339
Attn: Jeffrey Bossert Clark
Tel: 202-8795960
Fax: 202-879-5200
E-mail: jeffrey.clark@kirkland.com
Fortis Advisors LLC; Khosla Ventures Litigation $5,968,702
II LP; Khosla Ventures III LP; Sigma
Assocs. 8, L.P.; Sigma Partners 8,
L.P.; Sigma Investors 8, L.P.; &
Energy & Environment First Investment L.P.
Attn: Hayes P. Hyde
Tel: 415-733-6044
Fax: 415-733-3220
E-mail: hhyde@goodwinprocter.com
Ecka Granules of America Litigation $5,100,000
Attn: General Counsel
500 Prosperity Drive
Orangeburg, SC 29115
Tel: 919-287-9815
Fax: 803-928-5102
E-mail: info@ecka-granules.com
Tata America International Corporation Trade $4,927,178
Attn: General Counsel
101 Park Ave, Fl 26
New York, NY 10178-0002
Tel: 212 867 8652
Fax: 212 557 8038
E-mail: srai@memc.com
Inelsa UK, LTD Trade $4,815,654
Veronica Miguez Magdalena
3 More London Riverside
London, SE1 2RE
United Kingdom
Tel: 34 986 727024
Fax: 34 986 724379
E-mail: vmiguez@grupohedomin.com;
inelsa@inelsa.com
MOTECH Industries Inc. Trade $3,809,702
Attn: General Counsel
No. 2, Dashun 9th Rd
Xinshi District
Tainan City, 74145
Taiwan
Tel: 886-6-5050789
E-mail: info@motech.com.tw
Pro Tech Energy Solutions LLC Trade $3,682,876
215 Executive Drive
Moorestown, NJ 08057
Attn: General Counsel
Tel: 856-437-6220
Fax: 856-437-6501
E-mail: info@protechenergysolutions.com
Zhonghuan Hong Kong Holding Limited Trade $3,276,644
Huayuan Industrial Park
Hi-tech Industrial Zone
Tianjin, China
Attn: General Counsel
Tel: 86-022-23789766
E-mail: tjsc@tjsemi.com
Ameresco Inc Trade $3,001,259
Attn: Dominic Palma
111 Speen St, Ste 410
Framingham, MA 01701-2000
Tel: 508-661-2200
Fax: 508-661-2201
E-mail: dpalma@ameresco.com
Dashiell Corporation Trade $2,750,672
Todd Clark
12301 Kurland Dr Fourth Floor
Houston, TX 77034-4812
Tel: 817-358-0270
Fax: 713-558-6600
E-mail: todd.clark@dashiell.com
Ernst & Young, LLP Trade $2,724,829
Attn: General Counsel
One Commerce Square
2005 Market Street Ste 700
Philadelphia, PA 19103
Tel: 215-448-5000
Fax: 215-448-4069
TSMC Solar North America, Inc. Trade $2,658,182
Attn: General Counsel
2595 Junction Ave., Suite 202
San Jose, CA 95134
Tel: 408-678-2816
Fax: 408-678-2800
E-mail: solarna@tsmc.com
Borrego Solar System, Inc. Trade $2,534,630
Attn: General Counsel
5005 Texas Street, Suite 400
San Diego, CA 92108
Tel: 888-898-6273
Fax: 888-898-6778
Appaloosa Investment Limited Litigation Undetermined
Partnership I
Attn: David J. Margules and
Elizabeth A. Sloan
Ballard Spahr LLP
919 North Market Street, 11th Floor
Wilmington, DE 19801-3034
Tel: 302-252-4466
Fax: 302-252-4432
E-mail: margulesd@ballardspahr.com;
sloane@ballardspahr.com
Vivint Solar Litigation Undetermined
Attn: William B. Chandler, III
Bradley D. Sorrels
222 Delaware Avenue Ste 800
Wilmington, DE 19801
Tel: 302-304-7600
Fax: 866-974-7329
E-mail: wchandler@wsgr.com;
bsorrels@wsgr.com;
sgerman@wsgr.com; iliston@wsgr.com
SUNEDISON INC: Files for Bankruptcy, Secures $300M in Financing
---------------------------------------------------------------
SunEdison, Inc. commenced a Chapter 11 case in the U.S. Bankruptcy
Court for the Southern District of New York, ending weeks of
speculation as to the Company's financial health. After securing a
$300 million in debtor-in-possession financing, SunEdison
determined it was time to enter into Chapter 11 and implement a
restructuring that would result in a de-levered balance sheet and a
sustainable capital structure.
SunEdison's publicly-traded yieldcos, TerraForm Power (NASDAQ:
TERP) and TerraForm Global (NASDAQ: GLBL), are not part of the
filing.
"Our decision to initiate a court-supervised restructuring was a
difficult but important step to address our immediate liquidity
issues," said Ahmad Chatila, SunEdison chief executive officer, in
a press statement. "The court process will allow us to right-size
our balance sheet and reduce our debt, providing the opportunity to
support the business going forward while focusing on our core
strengths. It also will facilitate our continued work towards
transforming the Company into a more streamlined and efficient
operator, shedding non-core assets as well as taking other steps to
help us get the most value out of our technological and
intellectual property. As a result of this process, we expect that
SunEdison will be in an even better position over the long term to
utilize our capabilities in the renewable energy sector in service
of our customers, business partners, and employees."
SunEdison said its inability to raise funds from the capital
markets hurt its ability to close deals and get new deals, which
has contributed to a decline in its liquidity position.
As disclosed in Court filings, SunEdison has made significant
investments and taken other measures to expand its role throughout
the global renewable-energy sector in the last two years,
including, but not limited to: (i) the Power LLC IPO (July 2014)
and associated investments; (ii) the $2.4 billion acquisition of
First Wind Holdings, LLC (January 2015); (iii) the $525 million
acquisition of 521 MW of wind projects from Atlantic Power
Transmission, Inc. (June 2015); (iv) the Global LLC IPO (July 2015)
and associated investments; and (v) the nearly $2.2 billion
commitment to purchase Vivint Solar, Inc.
According to Patrick M. Cook, vice-president - capital markets and
corporate finance of SunEdison, Inc., and its affiliates, SunEdison
invested in Power LLC and Global LLC on the expectation that these
entities would serve as buyers of Projects developed by SunEdison.
However, Mr. Cook said, these entities' costs of capital have
proven higher than expected, reducing these entities' capacity to
acquire Projects from SunEdison and fundamentally changing
SunEdison's business plan. In addition, the inability to raise
funds from the capital markets, coupled with litigation exposure,
has limited SunEdison's ability to invest in its global business
and resulted in additional pressure on SunEdison's liquidity, he
added.
SunEdison's need for capital started in late 2013 when it began
preparing for the eventual IPO of its first YieldCo, TerraForm
Power, Inc. After the TERP IPO, SunEdison determined in late 2014
that it would create a second Yieldco, Global LLC. To fund these
investments, SunEdison raised $24 billion through debt and equity
offerings, Court documents show.
Proposed Vivint Acquisition
SunEdison and Vivint Solar, Inc. entered into an Agreement and Plan
of Merger, dated as of July 20, 2015, pursuant to which SunEdison
would acquire Vivint for total consideration payable in a
combination of cash, shares of SUNE common stock, and SUNE
convertible notes to be issued in connection with the merger.
After SunEdison's announcement of the Vivint transactions, the
stock price of both SunEdison, Inc. and TERP declined and their
ability to access the equity markets was curtailed, according to
Court documents. Without access to the equity markets, the
YieldCos' cost of capital increased, and plans to acquire Projects
from SunEdison and its arranged "warehouses" were put on hold.
Subsequently, SunEdison announced a global workforce reduction.
"Despite the Company's workforce reduction and other operational
cuts, the combination of inadequate capital to fund further
investment and the evaporation of planned dispositions to the
YieldCos left SunEdison facing significantly difficult financial
prospects," said Mr. Cook.
LAP Litigation
In May 2015, SunEdison sought to acquire renewable-energy developer
Latin American Power from BTG Pactual SA, the Brazilian investment
bank, and Patria Investimentos, a Brazilian firm that is backed by
U.S. private-equity firm Blackstone Group LP, for a maximum
aggregate consideration of $677 million. At the time of the
announcement, LAP had 119 MWs of hydroelectric and wind-energy
plants operating in Peru and Chile, and was building 214 MWs of
wind and hydroelectric projects in Chile. The LAP Acquisition was
set to close on Sept. 30, 2015, but SunEdison declined to make a
roughly $335 million upfront cash payment after SunEdison alleged
that LAP did not satisfy certain conditions required for deal's
completion. LAP shareholders sued SunEdison for failure to close
the LAP Acquisition.
On Feb. 12, 2016, a New York court issued a temporary restraining
order up on SunEdison and TERP prohibiting the companies from
"concealing, transferring or removing their assets, accounts or
other property" without "fair consideration" in order to protect an
"eventual international arbitration award" against SunEdison with
respect to the LAP Litigation. According to documents filed with
the Court, SunEdison's shares dipped below $2.00 with the
announcement of the LAP TRO. Shortly thereafter, SunEdison reached
a settlement with LAP and pledged to pay $28.5 million in
installments over the next year.
Appaloosa Suit
On Jan. 12, 2016, Appaloosa Management LP, holder of 10.88% in TERP
as of April 1, 2016, filed a suit against SunEdison in a Delaware
Court for alleged "breaches of fiduciary duty" in relation to
SunEdison's plans to acquire Vivint and require Power LLC to
acquire Vivint's projects in turn under what Appaloosa alleged were
"unfavorable" take-or-pay arrangements. SunEdison vigorously
denied the allegations in the Appaloosa Complaint and on Feb. 25,
2016, the Delaware court denied Appaloosa's motion for a
preliminary injunction on SunEdison's plans to acquire Vivint, but
left open the possibility of the case going to trial. Thereafter,
Appaloosa sought an expedited trial against SunEdison in a further
attempt to block the acquisition of Vivint. However, the issue
became moot when Vivint cancelled the Vivint Merger Agreement.
Shortly thereafter, Vivint filed suit against SunEdison for failure
to consummate the deal.
2015 Financials Delay; DOJ Investigation
On Feb. 29, 2016, SunEdison announced that it was unable to file
its 2015 financial results on time, due in part to an internal
investigation, which was launched late in 2015 and tied to
allegations former executives at SunEdison made about the company's
financial position.
On March 16, 2016, SunEdison announced that it had to delay
releasing its financials again due to "material weaknesses" in its
internal controls tied to "deficient information technology."
On March 28, 2016, SunEdison received a subpoena from the
Department of Justice seeking information and documentation
relating to: (i) certain financing activities in connection with
the Company's previously proposed acquisition of Vivint, (ii) an
investigation by the audit committee for the Debtors' board of
directors, (iii) intercompany transactions involving TERP and GLBL,
and (iv) the financing of the Company's Uruguay projects.
On April 2, 2016, SunEdison received a notice of default and
reservation of rights from the lenders under the Prepetition First
Lien Facility, which, among other things, provided notice that
SunEdison's failure to deliver its financials by March 31, 2016,
constituted an event of default under the Prepetition First Lien
Facility.
TerraForm Global Suit
TerraForm Global initiated a lawsuit against SunEdison, Inc. in
Delaware state court on April 4, 2016. The lawsuit alleges, among
other things, breach of fiduciary duty, breach of contract, and
unjust enrichment, regarding GLBL's $231 million payment to
SunEdison, Inc. with respect to the completion of certain
renewable-energy Projects in India and transfer of SunEdison,
Inc.'s equity interests in those Projects to GLBL.
DIP Financing
SunEdison has secured commitments for new capital totaling up to
$300 million in debtor-in-possession financing from a consortium of
first and second lien lenders. Subject to Court approval, these
financial resources will be made available to the Company to
support its continuing business operations, minimize disruption to
its worldwide projects and partnerships, and make necessary
operational changes.
First Day Pleadings
SunEdison has made customary filings, including first day motions,
with the Court, which, if granted, will help ensure a smooth
transition into Chapter 11 without business disruption. The
Debtors request, among other things, entry of an order
consolidating their Chapter 11 cases for procedural purposes only,
authorizing to pay employee obligations, authorizing the use of
existing cash management system, permitting to pay critical vendor
claims, prohibiting utilities from discontinuing services. A copy
of the declaration in support of the First Day Motions is available
at:
http://is.gd/LNU6dO
About SunEdison, Inc.
SunEdison, Inc. is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc. and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.
TAYLOR-WHARTON: Expects to File Liquidation Plan Prior to May 10
----------------------------------------------------------------
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
ask the U.S. Bankruptcy Court for the District of Delaware for
entry of an order under section 1121(d) of the Bankruptcy Code
extending the period during which the Debtors have the exclusive
right to file a Chapter 11 plan and solicit acceptances to any
plan. Specifically, they ask the Court to further extend the (i)
Filing Period through and including July 5, 2016, and (ii)
Solicitation Period through and including Sept. 1, 2016.
Currently, the Filing Period is set to expire on May 3, 2016, and
the Solicitation Period is set to expire on July 5, 2016. A
hearing on the request is set for May 10. Objections are due May
3.
The Debtors tell the Court that they expect to file a proposed
chapter 11 plan of liquidation and accompanying disclosure
statement with the Court prior to the May 10 hearing.
The Debtors commenced the Chapter 11 cases less than eight months
ago. Although the cases have been pending for a short time, the
Debtors successfully engaged in a going concern sale of the
Debtors' worldwide CryoScience Business and also sold substantially
all of their U.S.-based property, plant and equipment associated
with their CryoIndustrial and CryoLNG businesses for over $33
million.
The Debtors have also been engaged in an orderly collection and
sale of U.S. based account receivables and inventory associated
with the Debtors' CryoIndustrial and CryoLNG businesses in the
ordinary course of business. The Debtors have also been engaged in
an orderly marketing for going concern sales of their foreign
non-debtor subsidiaries, whose international operations are
primarily associated with the Debtors' CryoIndustrial and CryoLNG
business outside the United States, which efforts have resulted in
the successful sale of the Debtors' Malaysian non-debtor affiliate
(and resulting repayment of intercompany debt owed to Cryogenics).
The Debtors tell the Court that their success has resulted in the
repayment of all principal interest on all post-petition secured
loan obligations and all principal, interest and fees (other than
attorney fees) for the pre-petition secured loan obligations under
Revolver A, Revolver B, Term Loan A, Term Loan B and the cash
collateralization of all issued and outstanding undrawn Letters of
Credit.
The Debtors also have remained current with the postpetition
obligations, established a bar date for all prepetition claims and
actively engaged with all their Stakeholder constituencies to
finalize a proposed plan of liquidation. The Debtors remain
confident that they will achieve consensus to move a plan of
liquidation forward expeditiously.
The Debtor contend that exclusivity should be extended to provide
them with an opportunity to seek confirmation of their plan without
the unnecessary expense and complication that would result from the
tactical filing of any competing plan.
Counsel for the Debtors:
REED SMITH LLP
J. Cory Falgowski, Esq.
1201 Market Street, Suite 1500
Wilmington, DE 19801
Telephone: (302) 778-7500
Facsimile: (302) 778-7575
E-mail: jfalgowski@reedsmith.com
- and -
Paul M. Singer, Esq.
225 Fifth Avenue, Suite 1200
Pittsburgh, PA 15222
Telephone: (412) 288-3131
Facsimile: (412) 288-3063
E-mail: psinger@reedsmith.com
- and -
Derek J. Baker, Esq.
1717 Arch Street, Suite 3100
Philadelphia, PA 19103
Telephone: (215) 851-8100
Facsimile: (215) 851-1420
E-mail: dbaker@reedsmith.com
About Taylor-Wharton
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed
Lead
Case No. 15-12075) on Oct. 7, 2015. The petition was signed by
Thomas Doherty as chief restructuring officer.
Cryogenics is a leading designer, engineer and manufacturer of
cryogenic equipment designed to transport and store liquefied
atmospheric and hydrocarbon gases. Cryogenics has a single United
States operation in Theodore, Alabama. Cryogenics is the direct
or
indirect parent of several foreign non-debtor subsidiaries which
have manufacturing operations in China, Malaysia, Slovakia, and
warehousing operations in Germany and Australia.
The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Nixon Peabody LLP as special counsel, Argus Management
Corporation as interim management services provider, Stifel,
Nicolaus & Company, Incorporated and Miller Buckfire & Company LLC
as investment banker and Logan & Company, Inc., as noticing and
claims agent. Argus Management Corporation is authorized to
provide interim management services, and designate Thomas Doherty
as chief restructuring officer.
Taylor-Wharton International LLC disclosed total assets of
$14,463,438 and total liabilities of $47,978,923. O'Neal Steel
Inc. is listed as the largest unsecured creditor holding a trade
claim of $788,815.
Judge Brendan Linehan Shannon is assigned to the case.
The Office of the U.S. Trustee appointed the Committee pursuant to
Section 1102(a)(1) of the Bankruptcy Code. The Committee is
comprised of three members: (a) Pension Benefit Guaranty
Corporation, (b) O'Neal Steel, Inc., and (c) Harsco Corporation.
On the same day, the Committee selected Lowenstein Sandler LLP and
The Rosner Law Group LLC to serve as its co-counsel and
EisnerAmper
LLP to serve as its financial advisor in the Chapter 11 Cases.
THREE ANGELS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Three Angels Reality, LLC
173-25 Jamacia Avenue
Jamaica, NY 11432
Case No.: 16-41661
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 20, 2016
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Carla E. Craig
Debtor's Counsel: Arlene Gordon-Oliver, Esq.
ARLENE GORDON-OLIVER & ASSOCIATES, PLLC
199 Main Street, Suite 203
White Plains, NY 10601
Tel: 914-682-9750
Fax: 914-683-9754
E-mail: ago@gordonoliverlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anand R. Persaud, M.D., managing
member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
TLC HEALTH: 341 Meeting of Creditors Adjourned to May 16
--------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of TLC Health
Network adjourned the meeting of creditors to May 16, at 12:00
p.m., according to a filing with the U.S. Bankruptcy Court for the
Western District of New York.
The meeting will take place at the Office of the U.S. Trustee,
Olympic Towers, Buffalo, New York City.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About TLC Health Network
TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013. The petition was signed by
Timothy Cooper as Chairman of the Board. The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel. Damon & Morey LLP is the Debtor's special
health care law and corporate counsel. The Bonadio Group is the
Debtor's accountants. Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.
The case is assigned to the Hon. Carl L. Bucki.
A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee. Bond,
Schoeneck & King, PLLC is the counsel to the Committee. The
Committee has tapped NextPoint LLC as financial advisor.
Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.
TRANS COASTAL: Hires Beth Brotherton as Counsel
-----------------------------------------------
Trans Coastal Supply Company, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of Illinois to employ
Beth E. Brotherton, Esq., of the law firm Beavers, Graham & Calvert
as counsel to the Debtor, nunc pro tunc to July 23, 2015.
Trans Coastal Supply requires Brotherton to represent the Debtor
and perform services for the Debtor in corporate matters.
Beth E. Brotherton will be paid $160 per hour.
Brotherton can be reached at:
Beth E. Brotherton, Esq.
BEAVERS, GRAHAM & CALVERT
221 West Main Cross
Taylorville, IL 62568
Tel: (217) 824-3341
About Trans Coastal Supply
Headquartered in Decatur, Illinois, Trans Coastal Supply Company
Inc. ships grain and other agricultural products like the ethanol
byproduct distillers dried grains (DDGS) in containers to overseas
buyers.
Trans Coastal filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Ill. Case No. 15-71147) on July 23, 2015. Judge Mary P. Gorman
presides over the Debtor's case. Jeffrey D. Richardson, Esq., at
Richardson & Erickson, represents the Debtor.
The Debtor estimated both assets and liabilities between $10
million and $50 million.
ULTIMATE NUTRITION: Judge Issues Final Decree to Close Cases
------------------------------------------------------------
A federal judge has ordered to close the Chapter 11 cases of
Ultimate Nutrition Inc. and Prostar Inc.
Judge Ann Nevins of the U.S. Bankruptcy Court for the District of
Connecticut issued the order three months after approving the
companies' Chapter 11 plan of reorganization. on Dec. 28 last
year.
The companies had earlier announced in a court filing that their
cases had been fully administered.
About Ultimate Nutrition
Ultimate Nutrition, Inc., develops and distributes nutritional
supplements for body building, enhanced athletic performance and
fitness. The products are sold worldwide in over 100 countries.
The business was founded in 1979 by the late Victor H. Rubino, one
of the top amateur power lifters in the United States at that
time.
The company has two facilities located in Farmington, Connecticut,
one product distribution center in New Britain, Connecticut and a
research and development center in West Palm Beach, Florida.
Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and
14-22403) on Dec. 17, 2014. On Dec. 19, 2014, the Court entered An
order directing the joint administration of the Debtors' cases for
procedural purposes.
Ultimate Nutrition disclosed $20,157,424 in assets and $19,885,142
in liabilities as of the Chapter 11 filing.
The Debtors tapped Pullman & Comley, in Bridgeport, Connecticut, As
counsel; LaQuerre Michaud & Company, LLC, as accountant; and Marcum
LLP, as financial advisor. The Debtors also engaged Epstein,
Drangel, LLP and Fattibene & Fattibene as special intellectual
property counsel; and Halloran & Sage, LLP as special labor and
employment counsel.
The U.S. Trustee for Region 2 appointed three creditors of to serve
on the official committee of unsecured creditors. The Committee
has selected Lowenstein Sandler, LLP to serve as its counsel, and
Neubert, Pepe & Monteith, P.C. to serve as its local counsel.
GlassRatner Advisory & Capital Group LLC serves as the Committee's
financial advisor.
UNIVERSAL WELL: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on April 20 appointed three
creditors of Universal Well Service Holdings, Inc., to serve on the
official committee of unsecured creditors.
The committee members are:
(1) Ryder System, Inc.
c/o Mike Mandell
11690 NW 105th Street
Miami, FL 33178
305-500-4417
305-500-3336 – fax
mandms@ryder.com
(2) Henderson & Erickson, Inc.
c/o Kim Henderson
410 North Main Street
Midland, TX 79701
432-682-2473
432-687-5817 – fax
c.henderson@suddenlink.com
(3) Wilson Systems, Inc.
c/o Josh Tatum
3100 North "A" Street, Bldg. A
Midland, TX 79705
432-425-8101
432-684-5586 - fax
JoshTatum@wlp.bz
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 Universal Well
Universal Well Service Holdings, Inc. sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Northern District of Texas (Ft. Worth) (Case No. 16-40979) on
March 2, 2016.
The petition was signed by Kenneth K. Conte, chief financial
officer. The Debtor is represented by Joseph F. Postnikoff, Esq.,
at Goodrich Postnikoff & Associates, LLP.
The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.
USA DISCOUNTERS: Panel Wants to End Exclusivity, A&M Fees Slashed
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of USA Discounters,
Ltd., et al., objects to the Debtors' request for a second
extension of their exclusive periods to file and solicit
acceptances of a Chapter 11 Plan.
The Committee believes that termination of the Plan exclusivity is
necessary to move the Debtors' cases forward.
The Committee argues that the cost of the prolonged stay in chapter
11 envisioned by the Debtors and their lenders is significant and
is severely eroding recoveries for all of the Debtors'
stakeholders. The Committee notes that as of April 5, 2016, the
Debtors have spent $9.0 million in chapter 11 costs, including more
than $1.1 million paid as compensation to the Debtors' CEO and CFO,
and over $3 million paid as adequate protection to the Lenders.
These payments were negotiated in good faith by the Committee with
the Debtors and the Lenders based on a short six-month stay in
bankruptcy, not the 12-month bankruptcy (or longer) currently
proposed. Each month that passes costs the estates an additional
$1.3 million, an amount that far exceeds the amount that would be
incurred if the estates' assets and liabilities were transferred to
a trust pursuant to a liquidating plan. Current projections reveal
that the administrative costs of these cases will double as a
result of the delay.
Contemporaneously with the filing of the objection to the
Exclusivity Motion, the Committee is filing separate motions
seeking to reduce the compensation of Alvaraz & Marsal and to
modify the cash collateral order to eliminate the continued payment
of interest to the Lenders as adequate protection.
The Committee contends that the Debtors' cases require a
straightforward liquidating plan that distributes the value
received, and to be received, from the liquidation of the
Receivables to the various stakeholders. The Committee believes
that a liquidating plan can be filed now. The concerns raised by
the Debtors that terminating exclusivity will disrupt ongoing
negotiations and their efforts to maximize value is nothing more
than generic rhetoric asserted by every debtor seeking to extend
exclusivity, the Committee states.
As reported by the Troubled Company Reporter, USA Discounters,
Ltd., et al., filed the second motion asking the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive plan filing period through and including June 20, 2016,
and their exclusive solicitation period through and including
August 18, 2016.
The Committee, however, reminds the Bankruptcy Court that the
Debtors commenced these case in August 2015 to wind-down their
remaining retail operations and confirm a liquidating plan by
February 8, 2016. Prior to bankruptcy, the Debtors closed all 24
of their USA Living stores. The Debtors have since conducted
going-out-of-business sales at all seven remaining Fletcher's
Jewelers stores, rejected the related leases, and sold the
remaining inventory. The Debtors have filed their schedules and the
general claims bar date has passed. All that remains to be done in
these chapter 11 cases is to file a liquidating plan that
establishes a trust to collect receivables, reconcile claims, and
make distributions to creditors.
Although the Debtors have achieved the goals established at the
outset of these cases, the February 8 deadline to file a plan has
come and gone and the Debtors are no closer to confirming a plan
than they were on the Petition Date, the Committee says. Despite
the fact that there have been no material developments or
unforeseen circumstances, the Debtors and their lenders, without
consulting the Committee, have repeatedly extended the timeline to
exit bankruptcy with no end in sight. Under the most recent plan
filing extensions under the cash collateral order and the current
request to extend exclusivity, the earliest date the Debtors could
confirm a plan is August 19, 2016, more than six months after the
original deadline.
According to the Committee, as a practical matter, based on the
Debtors' and the Lenders' stated reasons for the continued delays,
it is highly unlikely that a Debtor-proposed plan will be filed,
much less confirmed, before year-end.
As reported by the TCR, a final hearing to consider approval of the
Extension Motion will be held on April 26.
The Committee is represented by:
KLEHR HARRISON HARVEY BRANZBURG LLP
Domenic E. Pacitti, Esq.
919 Market Street, Suite 1000
Wilmington, DE 19801-3062
Tel: (302) 426-1189
Fax: (302) 426-9193
- and -
KELLEY DRYE & WARREN LLP
Eric R. Wilson, Esq.
Jason R. Adams, Esq.
101 Park Avenue
New York, NY 10178
Tel: (212) 808-7800
Fax: (212) 808-7897
About USA Discounters
USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd. It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors are represented by Laura Davis Jones, Esq., James E.
O'Neill, Esq., and Colin R. Robinson, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware; and Lee R. Bogdanoff,
Esq., Michael L. Tuchin, Esq., Whitman L. Holt, Esq., and Sasha M.
Gurvitz, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los
Angeles, California. The Debtors tapped Kurtzman Carson
Consultants, LLC, as claims and noticing agent. The Debtors hired
Alvarez & Marsal North America, LLC to provide Joseph J. Sciametta
as CEO and Laurene Sax as CFO. They also Williams, Mullen, Clark
and Dobbins, P.C., as special counsel in connection with matters
related to the Debtors' ongoing business operations, including
employee benefits and employment matters; Holland & Hart LLP as
special counsel with respect to claims made by the Colorado
Attorney General against USA Discounters for alleged violations of
the Uniform Consumer Credit Code in Case No. 2015CV032520 pending
before the District Court of the City and County of Denver,
Colorado; Goodwin Procter LLP as special counsel; Diconza Traurig
Kadish LLP as special transactional counsel; and Troutman Sanders
LLP as special counsel in connection with matters related to their
ongoing business operations.
USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.
The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc.,
serves as its financial advisor.
VENOCO INC: Court Approves Amended Plan Support Deal
----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court has approved
Venoco's amended and restated restructuring support agreement
(RSA).
According to the report, "Under the Plan attached to the RSA, in
exchange for their claims, holders of the Debtors' 8.875% senior
unsecured notes due 2019 (the 'Venoco 8.875% Senior Notes') would
receive warrants for 10% of the common stock in the reorganized
Debtors at a strike price of approximately $325.35 million. . . .
On March 21, 2016, Candlewood Investment Group, on behalf of
certain funds it manages or advises, agreed to join the RSA and
support an amended Plan where holders of Venoco's 8.875% Senior
Notes would receive the following consideration in exchange for
their claims: (a) a $6.5 million cash payment; (b) 2.6% of the
common stock in the reorganized Debtors; and (c) a sliding scale 1%
to 5% overriding royalty interest to oil and gas produced from the
LLA. On April 8, 2016, the Debtors and the other parties to the RSA
agreed to an amended and restated RSA. . . . The RSA sets forth the
following milestones, the failure of which may result in
termination: Within 45 days of March 18, 2016, the Court must enter
the final D.I.P. order; within 60 days of March 18, 2016, the Court
must enter an order approving the RSA; within 90 days of March 18,
2016, the Court must enter an order approving the disclosure
statement; within 150 days of March 18, 2016, the Court must enter
an order confirming the plan and within 14 days following the date
of the order confirming the plan, the effective date must have
occurred."
About Venoco
Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline
Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and
development
of oil and gas properties in California. As of the Petition
Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed. As of the Petition
Date, the Debtors employed approximately 160 people.
The Debtors were founded by Timothy M. Marquez in Carpinteria,
California in 1992. In January 2012, Denver Parent Company, an
affiliate of Mr. Marquez, who then owned 50% of the outstanding
shares of Venoco common stock, took the company private again by
acquiring all of the outstanding common stock for $12.50 per
share.
After going private in January 2012, the Debtors were left with
significant debt obligations, which in 2012 exceeded $845 million,
as disclosed in filings with the Court. Between 2012 and 2014,
the Debtors completed a number of asset sales, generating over
$470 million in net proceeds for capital expenditures and for
paydowns of the debt.
Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions
(Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. The
Debtors estimated assets in the range of $100 million to $500
million and debts of up to $1 billion. Hon. Kevin Gross has been
assigned the cases.
The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor and BMC Group, Inc. as notice,
claims and balloting agent.
VIACOM INC: Moody's Comments on Carriage Dispute with DISH
----------------------------------------------------------
Moody's Investors Service said that Viacom Inc. ("Viacom" -- Baa2,
Stable) and DISH Network Corporation's ("DISH"- Ba3, Stable)
announcement that they have not yet reached an agreement to renew
their carriage deal, as negotiations have broken down, and Viacom's
networks may be pulled from DISH's platform, will not impact either
companies' credit ratings or outlooks imminently as we believe
there is still high likelihood the two companies will eventually
renew the contract. Viacom and DISH's carriage agreement expired
earlier this year and the two companies agreed upon a short-term
carriage extension, which expired on April 20, 2016. Although the
contract stand-off between the two companies has no immediate
ratings impact, as temporary blackouts of this type are not
unusual, Moody's believes that failure to reach a long-term
agreement could have negative credit implications for both
companies.
With around 14 million customers, DISH is an important customer for
Viacom and a permanent loss of affiliate fee revenues from the
satellite pay-TV operator could have far-reaching effects on the
company's operations and credit metrics. Viacom is currently weakly
positioned in its rating category and loss of DISH's carriage fees
would impair the company's credit metrics and ability to reduce its
debt-to-EBITDA from current levels (3.5x as of 12/31/2015 and
incorporating Moody's standard adjustments) to around or below 3.0x
sustained leverage range expected for the Baa2 senior unsecured
rating (the downgrade rating trigger is 3.25x). While the
possibility of such an outcome is remote, Moody's cautions that a
permanent inability to get a deal done with DISH, would severely
threaten Viacom's deleveraging prospects and would lead to pressure
on the company's credit ratings, and most certainly a review of its
ratings.
Moody's said, "For DISH, the credit implication of losing Viacom's
channels is also negative. Despite a decline in audience viewership
in recent months, we believe Viacom's family of cable networks
comprising of roughly 20 channels which collectively have a
meaningful percentage of overall pay-TV viewing, is still a
compelling offering for cable subscribers and the company's
programming targets young audiences, which is the most desirable
demographic for advertisers. Viacom's programming appeals to an
audience group which is most likely to choose streaming
alternatives to watch content and since DISH's OTT Sling TV service
is also aimed at customers who do not wish to pay for traditional
cable packages, we think it would be strategically beneficial for
DISH to reach an agreement with the media conglomerate in order to
get its content onto its over-the-top (OTT) platform in addition to
its traditional pay-TV service. Given the potential for customer
dissatisfaction with losing such a large number of channels, and
likely only a modest cost saving, greater subscriber churn is
possible. We believe that dropping Viacom from its subscription
service poses near-term competitive risks for DISH, which is
already competing for subscribers with telco companies, cable
operators and OTT service providers, some of which will continue to
carry the Viacom networks."
Moody's said, "Failure to reach an agreement could have negative
repercussions for both parties, both financially and operationally.
But we believe that Viacom is unlikely to be dropped by DISH on a
long-term basis, given the large number of channels included in its
bundle, the highly attractive demographic catered to by its cable
networks, and the strategic benefit of attaining carriage by Sling
TV of Viacom's more popular networks. Accordingly, we believe that
there is high probability that both parties will work to resolve
the disagreement over carriage fees and a deal will get done in the
coming weeks."
VILLA PIZZA: Asks Court to Extend Plan Exclusivity to Sept. 5
-------------------------------------------------------------
Villa Pizza Specialties, Inc.'s initial 180-day exclusivity period
to file a plan of reorganization expires on May 9, 2016 under
section 1121(e) of the Bankruptcy Code. The Debtor now asks the
U.S. Bankruptcy Court for the District of New Jersey to extend its
exclusivity period through and including September 5, 2016, the
last date to file a plan in a small business case under Section
1121(e)(2) of the Bankruptcy Code.
Villa Pizza is the owner of a pizza restaurant located at the El
Paso Outlet Center, 7051 S. Desert Blvd., Suite D-485, Canutillo,
TX. The Debtor's primary asset is the pizza restaurant, including,
machinery, furniture, fixtures and equipment used to operate it.
Prior to October 20, 2010, the Debtor operated an additional pizza
restaurant located at the Highland Mall in Austin, TX. Due to the
Mall's loss of tenants and significant foot traffic, the Debtor
lost significant business at this location and was forced to close
this location. Subsequently, JPMCC 2002-CIBC4 Highland Retail,
LLC, the Debtor's landlord for that location, obtained a judgment
against the Debtor for $800,000.
While the Debtor disputes the judgment, the Debtor attempted to
resolve the judgment with Highland LLC prior to the Petition Date.
When no agreement could be reached, the Debtor filed the Chapter 11
case to preserve its business at the El Paso Outlet Center location
and its assets for the benefit of all its creditors.
Highland LLC is the Debtor's largest creditor. The Debtor has been
in limited discussions with Highland LLC since the inception of
this case in an attempt to mutually resolve Highland LLC's
judgment. The discussions are in their preliminary stages while the
Debtor has become acclimated to the Chapter 11 process.
The Debtor tells the Court it is attempting to develop a plan of
reorganization, but has not yet determined whether a consensual
plan is achievable until the Debtor concludes negotiations with
Highland LLC. The Debtor needs additional time to negotiate with
Highland LLC to determine if it can formulate a consensual plan and
therefore needs additional time to exclusively file its plan.
Even if negotiations with Highland LLC are unsuccessful, the Debtor
believes that it still may be able to propose a confirmable plan.
The Debtors is in the process of
determining the various bases for objecting to Highland LLC's
claim. Notwithstanding this alternative, the Debtor believes it
should be able to arrive at a consensual resolution with Highland
LLC.
Villa Pizza Specialties, Inc., operates a pizzeria restaurant in
Texas. It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No.
15-31057) on Nov. 9, 2015, and is represented by: Morris S. Bauer,
Esq., and Matteo Percontino, Esq., at Norris, McLaughlin & Marcus,
P.A. Judge Rosemary Gambardella presides over the case.
An Official Committee of Unsecured Creditors has not been appointed
nor has a trustee or examiner been appointed.
VIREOL BIO ENERGY: Court OKs Sale of 2010 Chrysler 300C
-------------------------------------------------------
Judge Keith L. Phillips on April 20, 2016, entered an order
authorizing Vireol Bio Energy, LLC, to sell its 2010 Chrysler 300C,
VIN 2C3CA5CV0Ah1144449.
About Vireol Bio Energy
Vireol Bio Energy is the former operator of an on-again, off-again
55-acre ethanol production facility at 701 S. Sixth Avenue in
Hopewell, Virginia.
Creditors, which include a division of Dominion Resources, filed an
involuntary bankruptcy petition for the Company in November 2015,
asking the Bankruptcy Court to determine whether the Company can be
forced into Chapter 7 to liquidate any remaining assets. Creditors
claimed that the Company and its affiliates left a trail of unpaid
bills in the wake of selling the Hopewell plant to a Nebraska firm
for $18 million.
Bankruptcy Judge Keith Phillips granted on Dec. 14, 2015, Vireol
Bio Energy's request to have the Chapter 7 liquidation case filed
by the creditors against the Company converted to one under Chapter
11 reorganization.
WALTER ENERGY: Closes Sale of Core Assets to Warrior Met
--------------------------------------------------------
Walter Energy announced that it has closed the sale of its "core"
assets to Warrior Met Coal LLC, a company owned by its senior
lenders, on March 31.
Warrior Met, previously known as Coal Acquisition LLC, bought the
assets, including the company's mines in Alabama, for $5.4 million
in cash and a credit bid of $1.15 billion.
Judge Tamara Mitchell of the U.S. Bankruptcy Court for the Northern
District of Alabama approved the sale on Jan. 8 after a
court-supervised auction for the assets failed to attract rival
buyers.
A copy of the sale agreement is available for free at
http://is.gd/Czn5MI
On March 31, Walter Energy's Board of Directors amended the
company's by-laws to require a minimum of one director serving on
the board as opposed to five directors as previously provided.
William Harvey, who was appointed to the Board of Directors prior
to the closing of the sale, is the sole member of the board.
About Walter Energy
Walter Energy, Inc. -- http://www.walterenergy.com/-- is a
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America. The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in the
United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on
July 15, 2015, after signing a restructuring support agreement with
first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WINDSOR FINANCIAL: ASICS Wants Case Converted to Chapter 7
----------------------------------------------------------
ASICS America Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York, to convert debtor Windsor Financial
Group LLC's case to a Chapter 7 liquidation.
ASICS America cites the causes and arguments to support its bid for
the conversion of the Debtor's case to Chapter 7:
(a) Gross mismanagement of the Debtor's finances: It is
apparent from management's prepetition practice of using the
corporate credit card to fund lavish home improvements, expensive
jewelry, personal travel, and other luxury personal expenses,
medical procedures and thousands-of-dollar-per-day limousine habits
that the Debtor's business was mismanaged prepetition.
(b) Continuing loss to or diminution of the Debtor's estate
and an absence of a reasonable likelihood of rehabilitation: The
Debtor has not filed any monthly operating reports to date. These
reports would illustrate the rate at which the value of the
Debtor's estate is diminishing, because the Debtor has no
operations, has received no funding in bankruptcy, and had only
$688.64 cash on hand as of the Petition Date. Here, the Debtor has
no intention to reorganize or rehabilitate. Rather, the Debtor's
chapter 11 case was filed for the express purpose of staying the
California Litigation and securing a super-priority "loan" from an
insider equity-holder to pursue litigation against ASICS. The
Debtor has filed a liquidating plan, which makes it clear that
there no recovery to be had short of a recovery based on litigation
against ASICS.
(c) The Debtor has not yet filed a Monthly Operating Report:
The Debtor has provided only minimal information to creditors and
the Court regarding its assets and liabilities. Creditors and the
Court have no way to determine the rate at which the Debtor is
losing money. Nor has the Debtor filed a liquidation analysis in
support of its Plan.
(d) The Debtor filed its Chapter 11 case in bad faith: There
is ample evidence that the Debtor has filed the case in bad faith,
to gain a litigation advantage over ASICS, and for no valid
bankruptcy purpose. The Debtor has made it abundantly clear that
the purpose of the case and the Plan is to pursue litigation with
ASICS; litigation that was already well underway in the California
District Court. It is clear that the Debtor filed the case in
order to stay the California Litigation and gain a litigation
advantage over ASICS.
ASICS America's Motion is scheduled for hearing on April 28, 2016
at 10:00 a.m. The deadline for the filing of objections to the
motion is set on April 21, 2016 at 5:00 p.m.
ASICS America Corporation is represented by:
Jeffry A. Davis, Esq.
Kaitlin R. Walsh, Esq.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
Chrysler Center
666 Third Avenue
New York, NY 10017
Telephone: (212)935-3000
E-mail: jadavis@mintz.com
krwalsh@mintz.com
About Windsor Financial Group
Windsor Financial Group LLC owned and operated ASICS retail stores
in the United States through a license agreement with ASICS America
Corporation. It opened 13 ASICS retail stores -- including ASICS's
North American flagship store in Times Square -- expanding ASICS's
brand and presence in the United States.
On June 24, 2015, ASICS terminated Windsor's retail operating
agreement due to breach, including for failure to pay for
merchandise it purchased for resale.
On July 28, 2015, ASICS filed a complaint against Windsor in the
California District Court, Civil Action No. 8:15-cv-01194-JVS-JVM,
for injunctive relief and damages for the Debtor's breach of the
MRA, trademark infringement and unfair competition. ASICS seeks
damages of no less than $5,753,096.
Windsor Financial Group filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016, intending to
use the chapter 11 process to sue ASICS for its misconduct and
fraud in the hopes of using those litigation proceeds to provide a
distribution to creditors and equity.
Armando Ruiz, the CEO, signed the bankruptcy petition.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.
Lowenstein Sandler LLP serves as the Debtor's counsel.
WINDSOR FINANCIAL: Seeks July 13 Removal Deadline Extension
-----------------------------------------------------------
Windsor Financial Group, LLC, asks the U.S. Bankruptcy Court for
the Southern District of New York to extend the time period within
which it may remove actions from the current deadline of April 14,
2016 through and including July 13, 2016.
The Debtor is party to certain civil actions that were commenced
prior to the Petition Date which are pending in various State
courts situated in New York, California, Arizona, Illinois,
Washington, Pennsylvania, and Puerto Rico, as well as the United
States District Court for the Central District of California. The
Debtor relates that majority of these actions were brought by
parties seeking either to collect on amounts allegedly owed by the
Debtor or to otherwise remedy certain alleged breaches of contract
or recover on account of certain alleged commercial tort claims.
The Debtor further relates that the Pre-Petition Actions are
presently stayed as a result of the filing of the Chapter 11 Case.
The Debtor contends that it has spent the majority of its time in
bankruptcy seeking to formulate a chapter 11 plan and accompanying
disclosure statement that maximizes value for the benefit of the
Debtor's creditors and other stakeholders, and pursue litigation
against certain third parties to provide a meaningful recovery to
the Debtor's creditors in the case. The Debtor further contends
that it has not had an opportunity to analyze and make a
determination regarding the removal of each of the Pre-Petition
Actions. The Debtor believes that it is advisable to seek an
extension to afford the Debtor the opportunity to carefully
consider the possible removal of each Pre-Petition Action and to
ensure that the Debtor does not forfeit valuable rights under 28
U.S.C. Section 1452.
The Debtor's Motion is scheduled for hearing on April 28, 2016, at
10:00 a.m. The deadline for the filing of objections to the
Debtor's Motion is set on April 21, 2016.
Windsor Financial Group, LLC, is represented by:
S. Jason Teele, Esq.
Nicole Stefanelli, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas, 17th Floor
New York, NY 10020
Telephone: (212)262-6700
Facsimile: (212)262-7402
E-mail: steele@lowenstein.com
nstefanelli@lowenstein.com
About Windsor Financial Group
Windsor Financial Group LLC owned and operated ASICS retail stores
in the United States through a license agreement with ASICS America
Corporation. It opened 13 ASICS retail stores -- including ASICS's
North American flagship store in Times Square -- expanding ASICS's
brand and presence in the United States.
On June 24, 2015, ASICS terminated Windsor's retail operating
agreement due to breach, including for failure to pay for
merchandise it purchased for resale.
On July 28, 2015, ASICS filed a complaint against Windsor in the
California District Court, Civil Action No. 8:15-cv-01194-JVS-JVM,
for injunctive relief and damages for the Debtor's breach of the
MRA, trademark infringement and unfair competition. ASICS seeks
damages of no less than $5,753,096.
Windsor Financial Group filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016, intending to
use the chapter 11 process to sue ASICS for its misconduct and
fraud in the hopes of using those litigation proceeds to provide a
distribution to creditors and equity.
Armando Ruiz, the CEO, signed the bankruptcy petition.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.
Lowenstein Sandler LLP serves as the Debtor's counsel.
WOOD RESOURCE: Columbia Bank, 3 Others Appointed to Committee
-------------------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, on April 20
appointed four more creditors to Wood Resource Recovery, LLC's
official committee of unsecured creditors.
The four unsecured creditors are:
(1) Columbia Bank
c/o Robert Cameron, Senior Vice President
5800 NW 39th Avenue
Gainesville, FL 32600
352-275-0126
Email: bcameron@ColumbiabankFlorida.com
(2) Agri-Timber, Inc.
c/o Brady Sellars, President
108 Lake Ella Road
Fruitland Park, FL 34731
(3) Lewis Oil Co., Inc.
c/o Wenda A. Lewis, Vice President
P.O. Box 141286
Gainesville, FL 32614
352-376-3293 FAX: 352-371-8264
Email: wlewis@lewisoilco.com
(4) NAPA Auto Parts
c/o Rocky Justice, President
600 NE 23rd Avenue
Gainesville, FL 32602
352-336-8010 FAX: 352-336-5460
Email: R105470@aol.com
The bankruptcy watchdog had earlier appointed Reinhold Corp., Beard
Equipment Company and Gainesville Renewable Energy Center LLC,
court filings show.
About Wood Resource
Gainesville, Florida-based Wood Resource Recovery, L.L.C., filed on
Jan 28, 2016, voluntary petitions (Bankr. N.D. Fla., Case No.
16-10014). The case is assigned to Judge Karen K. Specie.
Wood Resource Recovery disclosed estimated assets and liabilities
of between $10 million to $50 million as of the Chapter 11 filing.
The Debtor's proposed bankruptcy counsel is Seldon J. Childers,
Esq., at ChildersLaw, LLC.
WOODVILLE LUMBER: Seeks Joint Administration of Cases
-----------------------------------------------------
Woodville Lumber Inc. has filed a motion seeking joint
administration of the Chapter 11 cases of the company and its
affiliates.
In a motion it filed in the U.S. Bankruptcy Court for the Eastern
District of Texas, the company requested that the cases be jointly
administered under Case No. 16-90088.
The company and its affiliates Woodville Lumber II, LLC and GP
Lumber, LLC filed for bankruptcy protection on April 4.
Woodville is the sole member and shareholder of Woodville Lumber
II, according to court filings.
Hedgebay Securities LLC and Pearl Bay Consulting Ltd. are the
companies' largest unsecured creditors. The companies owe $11,549
to Hong Kong-based Pearl Bay and $200,000 to the other creditor,
court filings show.
About Woodville Lumber
Woodville Lumber Inc., Woodville Lumber II, LLC and GP Lumber, LLC
each filed a petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Texas (Lufkin) (Case Nos. 16-90088 to 16-90090)
on April 4, 2016.
The Debtors are represented by William Steven Bryant, Esq., at
Locke Lord LLP.
Each of the Debtors has an estimated assets and debts of $10
million to $50 million.
[*] Moody's B3-Neg & Lower Corp. Ratings List Matches Record High
-----------------------------------------------------------------
At the end of March, Moody's B3 Negative and Lower Corporate
Ratings List matched its first quarter 2009 peak of 291, fueled by
downgrades of issuers in the oil & gas and commodity-related
sectors, said Moody's Investors Service.
Credit distress is largely confined to the energy sector and at the
moment does not suggest widespread weakness, although the high
percentage of speculative-grade non-financial companies rated
single B outside of the list is worrisome given the possibility of
their joining this cohort down the road,
Of the 24 sectors of the list , oil & gas constitutes a historic
high of roughly 32% of the total tally, up about 16% year over year
and 6% on a quarterly basis. In addition, during the first quarter
in 2016 48.5% of the newly downgraded companies on the list come
from the oil & gas sector, followed by coal, which contributed
7.6%,
Moody's broader portfolio of speculative-grade issuers also shows
that credit stress is limited to the energy sector. In contrast,
seven years ago the list featured a higher percentage of total
spec-grade issuers from a wider variety of industries.
The composition of current B3 Negative and Lower List also differs
from the group of companies during the last peak, representing only
20% of all US spec-grade non-financial corporate credits, compared
with almost 26% at the end of the first quarter in 2009, according
to the report "List Matches Record High, But Credit Distress Not
Widespread Yet."
"According to our data, the vulnerabilities right now are
concentrated mainly in energy and commodity-related sectors," said
Julia Chursin, a Moody's Associate Analyst. "The woes in the oil &
gas sector have not spread on a wider basis."
Moody's other spec-grade gauges such as Moody's Liquidity Stress
Index (LSI) and Moody's Covenant Stress Index (MCSI) also provides
a snapshot of this same dynamic. The rise in the composite LSI
echoes the climb following the last major turn in the credit cycle
that started in mid-2007, but this time it is fueled predominately
by weakening liquidity in the oil & gas sector. Overall, the
non-oil & gas LSI is still well shy of levels suggesting an
accelerating default rate. Similarly, while the MSCI broke above
its long-term moving average of 5.8% largely because of elevated
covenant violation risk in the energy sector, it still remains
below the record high of 17.3% reached in March 2009."
[^] BOOK REVIEW: EPIDEMIC OF CARE
---------------------------------
Author: George C. Halvorson
George J. Isham, M.D.
Publisher: Jossey-Bass; 1st edition
Hardcover: 271 pages
List Price: $28.20
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/0787968889/internetbankrupt
Halvorson and Isham worked together as leaders of the Minneapolis
health-care organization HealthPartners; Halvorson as chairman and
CEO, and Isham as medical director and chief health officer. From
their positions as leaders in the health-care field, they have
gained a broad, thorough understanding of the structure, workings,
and the problems of America's health-care system. Their "Epidemic
of Care" written in a readable, lucid, jargon-free style is a
timely work for anyone interested in the pressing matter of
satisfactory health care in America. This includes government
workers, politicians, executives of HMOs and hospitals, and
critics of health care, to individuals making choices about their
own health care. It is a notable work both practical and visionary
that one hopes legislators and heads of HMOs will take in. For
Halvorson and Isham make their way through the daunting
complexities of today's health-care system to put their finger on
its core problems and offer practicable solutions to these.
The two main problematic issues of contemporary health care are
health-care costs and quality of care. These two authors offer
solutions taking into consideration both of these. They put forth
balanced proposals instead of the many one-sided ones which stress
cutting costs at the expense of care or favor care regardless of
costs, costs usually born by government from tax revenues. In the
authors' comprehensive, balanced proposals, corporations and
businesses of all sizes, government agencies, health-care
organizations of all types, state and local governments and health
organizations, and also individuals work together cooperatively
for the goal of affordable, effective, and widespread up-to-date
health care.
Before outlining their program for dealing with the problems in
health care, which are only growing worse in the present system,
the authors relate information on different parts of today's
system most readers would not be aware of. Then they analyze it to
focus in on what is causing the problems in the particular area of
health care. In some cases, misconceptions held among the public
are cleared up, paving the way toward agreement on what are the
real problems and coming up with acceptable solutions for them.
The percentage of the cost of HMO membership and insurance
premiums going for administration is one such misconception.
"People guess, in fact, that HMO and insurance administration
costs are about 30 to 40 percent of premiums and that insurer
profits add another 10 to 20 percent of the total cost." This
means that anywhere from about 40 percent to 60 percent of
payments for HMOs or insurance doesn't go for health care. The
authors clear up this misconception giving rise to much confusion
in trying to deal with the serious problems facing the health-care
field, as well as a good deal of resentment against HMOs and
insurance companies, by citing that "health plan administrative
costs, including profits and marketing, average from 5 to 30
percent of total premium, depending on the plan." This leads to
the conclusion that it is not a sudden rise in administrative
costs or the greed of health-care providers that is mainly
responsible for driving up the costs of health care and will
continue to do so for the foreseeable future without effective
change in the field. Rising costs of health care from new
technologies, consumer expectations and demands, and also misuse
of drugs and treatments making patients worse or prolonging their
medical problems are the main reason for the rising costs. The
frequent misuse of modern-day medicines and treatments cited by
the authors is an issue that is starting to receive attention in
the media.
The price of prescription drugs is one health-care issue already
receiving much attention that the authors address. In this
discussion, they note that because of committees of physicians and
pharmacologists set up by HMOs to identify which drugs were most
effective for specific medical problems and set standards for
prescribing these according to HMO policies, "all Americans
benefited from the new focus on drugs that actually work." Before
these committees, eighty-four percent of drugs developed by the
pharmaceutical companies were what were know as "class C" drugs
that were little better than placebos. As the authors note, in
those days not so long ago, drugs were being developed and
marketed more to generate sales than remedy medical conditions.
The high cost Americans pay for prescription compared to buyers in
other countries is another matter the two authors take up. In
this, they take the position of American buyers of prescription
drugs by making the point that they should not be singled out to
bear the disproportionate share of the research and marketing
costs going into the drug prices since numbers of persons in
countries around the world gain health benefits from the drugs.
The wasteful similarities between some prescription drugs, the
misuse of some, and growing concerns over costs and use of the
drugs with persons under sixty-five are other topics dealt with in
the discussion and analysis of the issue of prescription drugs.
Halvorson and Isham's fair-minded overview and critique of today's
heath-care field should be read by anyone with an interest in and
concern about this field central to the quality of life of
Americans and the economy. While they recognize that the field's
dysfunctions have such deep roots and thorny complexities that
"there is no single villain responsible for our troubles and no
silver bullet to cure them," undoubtedly some and likely a number
of the two authors' approaches to resolving particular troubles or
even their solutions to certain problems will be adopted. There is
just no way out of the current health-care crisis other than the
clear-sighted, comprehensive, cooperative way Halvorson and Isham
present.
George Halvorson is currently chairman and CEO of Kaiser
Permanente, one of the U. S.'s largest health-care organizations.
Isham continues as medical director and chief health officer of
HealthPartners.
*********
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
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***