/raid1/www/Hosts/bankrupt/TCR_Public/160425.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, April 25, 2016, Vol. 20, No. 116
Headlines
5C OF CENTRAL FLORIDA: U.S. Trustee Unable to Appoint Committee
ABRAXAS PETROLEUM: Egan-Jones Cuts Sr. Unsecured Ratings to CC
ADELPHIA COMMUNICATIONS: Extends Exchange Offers Until April 28
ADI LIQUIDATION: Hires EVP Advisors as Actuarial Consultants
ADVANCED MICRO DEVICES: Reports 2016 First Quarter Results
AIX ENERGY: Ch.11 Trustee Hires Gollob Morgan as Accountants
AIX ENERGY: Ch.11 Trustee Hires Searcy & Searcy as Attorneys
AIX ENERGY: Harvey Law Firm Withdraws as Counsel
AIX ENERGY: Scheduled $27.2M in Assets and $38.4M in Debt
ALCOA INC: Egan-Jones Cuts FC Sr. Unsecured Rating to BB From BB+
ALCOA INC: Fitch Revises Rating Watch on 'BB+' IDR to Evolving
ALERE INC: Egan-Jones Hikes FC Sr. Unsecured Rating to BB-
AMERICAN CAPITAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB-
AMERICAN COMMERCE: Unit Gets $1.6 Million Line of Credit
AMERICAN HOSPICE: April 25 Auction of Assets
AMPLIPHI BIOSCIENCES: Director Quits Over Management Dispute
ANNALY CAPITAL: Egan-Jones Cuts FC Unsecured Debt Rating to B+
API TECHNOLOGIES: Completely Acquired by J.F. Lehman Affiliate
ATARI INC: Ch. 11 Cases Reopened to Enforce Plan Releases
ATLANTIC CITY MUA: S&P Cuts Water System Rev. Bonds Rating to 'B-'
BELLFLOWER, CA: S&P Cuts Multifamily Housing Rev. Debt Rating to B
BIOMARIN PHARMACEUTICAL: Egan-Jones Hikes Sr. Unsec. Ratings to B
CAESARS ENTERTAINMENT: Apollo, TPG Turn to Oil Crash to Salvage Bet
CANADIAN NATURAL: Egan-Jones Cuts LC Sr. Unsecured Rating to BB+
CARDIAC SCIENCE: Monte Villa, 2 Others Added to Committee
CBI MANAGEMENT: U.S. Trustee Unable to Appoint Committee
CENTRAL BEEF: Hires PCE as Investment Bankers
CENTRAL BEEF: U.S. Trustee Unable to Appoint Committee
CHARTER COMMUNICATONS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB
CHESAPEAKE ENERGY: Egan-Jones Cuts FC Sr. Unsecured Rating to C
CHINA BAK: Grants 500,000 Restricted Shares Under Incentive Plan
CLEANFUEL USA: Seeks $250K DIP Financing from Ed Rachal Foundation
CLEANFUEL USA: Seeks Authority to Use Ed Rachal Foundation's Cash
COMMONWEALTH RENEWABLE: Case Resembles 'Walking Dead', Dismissed
COMPASS MINERALS: Moody's Rates $700MM Sr. Secured Loans 'Ba1'
COMPASS MINERALS: S&P Revises Outlook to Stable & Affirms BB+ CCR
CORE ENTERTAINMENT: Moody's Withdraws 'Ca' Corporate Family Rating
COUER MINING: Egan-Jones Cuts LC Sr. Unsecured Rating to CCC+
CRESTWOOD MIDSTREAM: Moody's Affirms Ba3 Corporate Family Rating
CULVERTS PLUS: Case Summary & 20 Largest Unsecured Creditors
CYCLONE POWER: Tonaquint, et al., Hold 9.9% Stake
DEVON ENERGY: Egan-Jones Cuts LC Sr. Unsecured Rating to BB-
DRAFTDAY FANTASY: Borrows Additional $225,000 from Sillerman
ERF WIRELESS: Tonaquint, et al., Report 9.9% Stake
FORESIGHT ENERGY: Forbearance Agreement Extended Until May 6
FOREST PARK FORT WORTH: Hires Wagner Eubank as Accountant
FPUSA LLC: Case Summary & 20 Largest Unsecured Creditors
GENERAL STEEL: Receives Noncompliance Notice From NYSE
GENIUS BRANDS: Rebecca Hershinger Named Chief Financial Officer
GLOBALSTAR INC: Named Kenneth Young to Board Committee
GREENSHIFT CORP: Rosenberg Rich Expresses Going Concern Doubt
GROW CONDOS: Signs Two Agreements with Tangiers Global
HARBORVIEW TOWERS: Lender Objects to Cash Collateral Use
HARBORVIEW TOWERS: Opposes Bid to Dismiss Ch. 11 Case
HARROGATE INC: Fitch Affirms 'BB+' Ratings on $10.6MM 1997 Bonds
HATTERAS FINANCIAL: Egan-Jones Cuts Commercial Paper Rating to C
HEMCON MEDICAL: Has Court OK to Sell Assets to Tricol
HERCULES OFFSHORE: Egan-Jones Hikes FC Sr. Unsec. Rating to B
HOLDER GROUP: Wants Examiner, Atty Fees Surcharged to Collateral
HYDROCARB ENERGY: Typenex, et al., Have 9.9% Stake as of April 22
INT'L SHIPHOLDING: Egan-Jones Cuts Commercial Paper Rating to C
INTELLIPHARMACEUTICS INT'L: Shareholders Elect Six Directors
INTL FCSTONE: Egan-Jones Hikes FC Unsecured Debt Rating to BB
IPAYMENT INC: S&P Revises Outlook on 'B-' CCR to Negative
JOY GLOBAL: S&P Lowers Rating to 'BB+' Over End Market Weakness
JUMIO INC: Reaches Agreement on Sale with Shareholders
K.L.M. PLUMBING: Case Summary & 20 Largest Unsecured Creditors
KB HOME: Egan-Jones Hikes Sr. Unsecured Debt Rating to BB-
KEAHEY CARPENTER: Bankr. Administrator Ordered Not to Appoint Panel
KLD ENERGY: Seeks to Obtain $2.5-Mil DIP Financing from ADFG
LADENBURG THALMAN: Egan-Jones Cuts Sr. Unsecured Rating to B+
LANDEL PROPERTIES: Voluntary Chapter 11 Case Summary
LEGACY RESERVES: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to C
LIBERTY ASSET: Hires SCP's Perkins as Chief Restructuring Officer
LIBERTY ASSET: Names L. Perkins as CRO, Hires SCP as Advisor
LIFE CARE: Judge Clears Auction for Glenmoor Retirement Home
LIVING COLOUR: Case Summary & 11 Unsecured Creditors
MARULA PROPS: Case Summary & 2 Unsecured Creditors
MCCLATCHY CO: Reports First Quarter 2016 Results
MDU RESOURCES: Egan-Jones Cuts Sr. Unsec. Debt Rating to BB+
MGM RESORTS: Units Issue $1.05 Billion 5.625% Notes Due 2024
MICHAEL KING: To Sell Water Park and Space Museum for $7.7MM
MICRON TECHNOLOGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB
MID-STATES SUPPLY: Hires CBIZ as Accountants
MINUTEMAN SPILL: Court Denies Kronick Kalada Final Fee Application
MITEL NETWORKS: S&P Removed Ratings from Watch Neg on Refinancing
MOOD MEDIA: S&P Lowers Rating on 9.25% Unsecured Notes to 'CCC-'
MOTORS LIQUIDATION: Files GUC Trust Report as of March 31
MRC GLOBAL: S&P Lowers CCR to 'B', Outlook Stable
NANOSPHERE INC: Grants 285,000 Restricted Shares to Executives
NAVISTAR INTERNATIONAL: Amends Employment Agreement with CEO
NBTY INC: S&P Assigns 'CCC+' Rating on New $1.075BB Unsec. Notes
NET ELEMENT: Natalia Maklashova Named Units' Interim CFO
PACIFIC EXPLORATION: Enters Into Support Agreement with Lenders
PACIFIC EXPLORATION: Released Non-Public Info to Noteholders
PACIFIC SUNWEAR: Menter Rudin Representing Multiple Landlords
PALADIN ENERGY: Case Summary & 20 Largest Unsecured Creditors
PASSAIC HEALTHCARE: Sells All Its Assets for $550,000 to MedStar
PENN VIRGINIA: S&P Lowers CCR to 'D' on Missed Interest Payment
PERFORMANCE SPORTS: S&P Lowers CCR to 'CCC+', Outlook Negative
PETROLEUM PRODUCTS: Can Use Cash Collateral Through July 31
PIONEER NATURAL: Egan-Jones Cuts FC Sr. Unsecured Rating to BB
PLANET FITNESS: Moody's Affirms B1 CFR and B1 Secured Debt Ratings
POSITIVEID CORP: Closes Purchase Pacts with Toledo & LG Capital
PRINCE INT'L: S&P Revises Outlook to Neg on Weak Credit Metrics
PROLOGIS INC: Fitch Affirms 'BB+' Rating on Preferred Stock
PUERTO RICO: CFIF Launches Radio Ad on Dufy's Fliplop on Chapter 9
RENTECH INC: Egan-Jones Cuts FC Sr. Unsecured Rating to CCC-
RESIDENTIAL CAPITAL: Claim Nos. 416 & 417 Disallowed
RIT TECHNOLOGIES: Gets Additional NASDAQ Staff Deficiency Letter
RITE AID: Egan-Jones Hikes FC Sr. Unsecured Rating to BB- From B+
RUE21 INC: S&P Affirms 'B-' CCR & Revises Outlook to Negative
SABINE OIL: Court Refuses to Stay Denial of Committee's STN Motion
SANDRIDGE ENERGY: Court Grants Initial OK of March 31 Settlement
SCHOOLMAN TRANSPORTATION: U.S. Trustee Unable to Appoint Committee
SEANERGY MARITIME: Ernst & Young Raises Going Concern Doubt
SEQUENOM INC: Completes Consolidation of North Carolina Operations
SIONIX CORP: Tonaquint, et al., Hold 9.9% Stake as of April 22
SKY LOFTS: Final Decree Entered, Ch. 11 Case Closed
SOLENIS INTERNATIONAL: S&P Assigns 'B' Rating on EUR100MM Loan
SOUTHCROSS ENERGY: Conference Call Held to Discuss Results
SOUTHCROSS ENERGY: EIG Files Schedule 13D/A with SEC
SOUTHCROSS ENERGY: TW Southcross, et al., File Schedule 13D/A
SOUTHCROSS HOLDINGS: Hires Alvarez & Marsal as Advisors
SOUTHCROSS HOLDINGS: Hires Houlihan Lokey as Financial Advisors
SOUTHCROSS HOLDINGS: Hires Kirkland & Ellis as Attorneys
SOUTHCROSS HOLDINGS: Hires PwC as Tax Consultants
STAPLES INC: Egan-Jones Cuts FC Sr. Unsecured Rating to BB+
SUNEDISON INC: Appoints Prime Clerk as Claims and Noticing Agent
SUNEDISON INC: Asks Permission to Reject Two Supply Agreements
SUNEDISON INC: Hires Prime Clerk as Administrative Advisor
SUNEDISON INC: Judge Delays Request for Independent Investigation
SUNEDISON INC: Proposes Procedures to Protect NOLs
SUNEDISON INC: Says Ch. 11 Difficult But Important Step
SUNEDISON INC: Seeks Joint Administration of Cases
SUNEDISON INC: Seeks Urgent Appointment of Examiner
SUNEDISON INC: TerraForm Global Comments on Chapter 11 Filing
SUNEDISON INC: To Pay up to $52 Million Critical Vendor Claims
SUNEDISON INC: Wants 30-Day Extension to File Schedules & Stmts.
SYNERGY TRANSPORT: Case Summary & 6 Unsecured Creditors
TERVITA CORP: Moody's Cuts Corporate Family Rating to 'Ca'
TITHERINGTON DESIGN: Case Summary & 10 Top Unsecured Creditors
TLC HEALTH: Can Use Cash Collateral Through May 23
TRANS COASTAL: U.S. Bank Opposes Second Exclusivity Request
TRINITY RIVER: Case Summary & 13 Unsecured Creditors
TRINITY RIVER: Wants to Use Cash Collateral of Existing Lenders
TRINITY TOWN: Hires Diversified Home as Property Manager
TRUMP ENTERTAINMENT: Union Seeks High Court Ruling on CBA Rejection
ULTRA PETROLEUM: Douglas Selvius Quits as VP Exploration & Land
UNI-PIXEL INC: Regains Compliance with Nasdaq Listing Rule
UNIVERSITY GENERAL: Court Denies Bid to Enforce Ch. 11 Injunction
UTSTARCOM HOLDINGS: Incurs $20.7 Million Net Loss in 2015
VALEANT PHARMA: Receives Default Notices From Senior Noteholders
VALEANT PHARMACEUTICALS: Egan-Jones Cuts FC Sr. Unsec. Rating to B
VISION INDUSTRIES: Typenex, et al., Report 9.9% Stake
WHISKEY ONE: Has Until June 30 to Obtain Plan Acceptances
[*] FTI Consulting's Robert Duffy to Resign by End of May
[*] S&P Takes Various Rating Actions on Different Housing Projects
[^] BOND PRICING: For the Week from April 18 to 22
*********
5C OF CENTRAL FLORIDA: 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 5C of Central Florida, LLLP.
About 5C of Central Florida
Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016. Ida Raye Chernin
signed the petitions as manager.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as
counsel. Judge Catherine Peek McEwen has been assigned the cases.
ABRAXAS PETROLEUM: Egan-Jones Cuts Sr. Unsecured Ratings to CC
--------------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured ratings
on debt issued by Abraxas Petroleum Corp. to CC from CCC on April
8, 2016. EJR also lowered the commercial paper ratings on the
Company to D from C.
Based in San Antonio, Texas, Abraxas Petroleum Corporation, an
independent energy company, engages in the acquisition,
exploitation, development, and production of oil and gas properties
in the United States.
ADELPHIA COMMUNICATIONS: Extends Exchange Offers Until April 28
---------------------------------------------------------------
ACC Claims Holdings, LLC on April 22 announced the extension of
offers to Eligible Holders to exchange (i) class A limited
liability company interests of ACC Claims Holdings, LLC for up to
all of the outstanding ACC Senior Notes Claims (Class ACC 3)
allowed under the Plan of Reorganization, including any
post-petition pre-effective date interest and post-effective date
interest to and including the extended expiration date of the
offers (the "Senior Claims"), against Adelphia Communications
Corporation, and (ii) class B limited liability company interests
of ACC Claims Holdings, LLC for up to all of the outstanding ACC
Trade Claims (Class ACC 4) allowed under the Plan of
Reorganization, including any post-petition pre-effective date
interest and post-effective date interest to and including the
extended expiration date of the offers (the "ACC 4 Claims"), and
ACC Other Unsecured Claims (Class ACC 5) allowed under the Plan of
Reorganization, including any post-petition pre-effective date
interest and post-effective date interest to and including the
extended expiration date of the offers (the "ACC 5 Claims" and,
together with the ACC 4 Claims, the "Other Claims"; the Senior
Claims and the Other Claims, together, the "Claims"), against
Adelphia Communications Corporation until 5:00 p.m., New York City
time, on Thursday, April 28, 2016. The exchange offers were
previously scheduled to expire at 5:00 p.m., New York City time, on
Thursday, April 21, 2016. As of 5:00 p.m., New York City time, on
Thursday, April 21, 2016, Eligible Holders of $3,512,953,416
original principal amount of Senior Claims outstanding, Eligible
Holders of $249,534,265.15 of ACC 4 Claims outstanding and Eligible
Holders of $44,646,944.11 of ACC 5 Claims outstanding had validly
tendered their Claims pursuant to the exchange offers.
ACC Claims Holdings, LLC recognizes that the Claims will continue
to accrue post-effective date interest between the original
expiration date and the extended expiration date. Therefore, the
consideration offered to Eligible Holders will be increased by a
corresponding amount.
Except as set forth herein, the terms and conditions of the
exchange offers remain unchanged. ACC Claims Holdings, LLC
reserves the right to further extend the exchange offers prior to
the termination of the extended expiration date. ACC Claims
Holdings, LLC does not contemplate any such additional extensions
of the exchange offers at this time.
The exchange offers are being made pursuant to (i) the offers to
exchange, dated March 3, 2016, and supplemented and amended on
March 9, 2016, March 21, 2016, April 1, 2016, April 8, 2016, April
15, 2016 and on the date hereof and (ii) the related letter of
transmittal, dated as of March 3, 2016 and supplemented and amended
on March 21, 2016.
The exchange offers will only be made, and the offers to exchange
and the related letter of transmittal will only be distributed to,
holders who complete, execute and return an eligibility form
confirming that they are qualified purchasers ("Qualified
Purchasers") as defined in Section 2(a)(51)(A) of the Investment
Company Act of 1940, as amended (except to the extent waived by the
managing member of ACC Claims Holdings, LLC), excluding Benefit
Plan Investors (except as provided for and subject to the terms of
the exchange offers, as amended), each of which is (x) a qualified
institutional buyer within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), (y) an
institutional investor that qualifies as an "accredited investor"
pursuant to Rule 501(a)(1), (2), (3) or (7) under the Securities
Act or (z) not a U.S. person in an offshore transaction, in each
case as defined in Regulation S under the Securities Act (such
persons, "Eligible Holders"). "Benefit Plan Investor" means a
benefit plan investor, as defined in Section 3(42) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and
includes (a) an employee benefit plan (as defined in Section 3(3)
of Title I of ERISA) that is subject to the fiduciary
responsibility provisions of Title I of ERISA, (b) a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), or (c) any entity whose underlying assets
include, or are deemed for purposes of ERISA or the Code to
include, "plan assets" by reason of any such employee benefit
plan's or plan's investment in the entity. Holders who desire to
obtain and complete an eligibility form should either visit the
website for this purpose at www.dfking.com/adelphia or call D.F.
King & Co., Inc., the information agent and exchange agent for the
exchange offers, at (800) 761-6523 (toll-free) or (212) 269-5550
(collect for banks and brokers only).
The managing member of ACC Claims Holdings, LLC may, in its sole
discretion, waive the restriction on tenders by Benefit Plan
Investors. However, the managing member is not required to accept
a tender in whole or in part from an investor that is a Benefit
Plan Investor, and reserves the right to reject in its complete
discretion any tender by a Benefit Plan Investor.
About Adelphia Communications
Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company. Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.
Adelphia collapsed in 2002 after disclosing that founder John Rigas
and his family owed $2.3 billion in off-balance-sheet debt on bank
loans taken jointly with the company. Mr. Rigas was sentenced to
12 years in prison, while son Timothy 15 years.
Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002. Willkie Farr & Gallagher represented the Debtors in
their restructuring effort. PricewaterhouseCoopers served as the
Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman
LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.
Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family. In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC. The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006. Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.
The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007. The Plan became effective on
Feb. 13, 2007.
The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed
pursuant to the Plan. The Trust holds certain litigation claims
transferred pursuant to the Plan against various third parties and
exists to prosecute the causes of action transferred to it for the
benefit of holders of Trust interests. Lawyers at Kasowitz,
Benson, Torres & Friedman, LLP (NYC), represent the Adelphia
Recovery Trust.
ADI LIQUIDATION: Hires EVP Advisors as Actuarial Consultants
------------------------------------------------------------
ADI Liquidation, Inc. (f/k/a AWI Delaware, Ic.), and its
debtor-affiliates seek permission from the U.S. Bankruptcy Court
for the District of Delaware to employ EVP Advisors, Inc. to
provide actuarial consulting and expert testimony services to the
Debtors, nunc pro tunc to April 4, 2016.
In accordance with the terms and conditions set forth in the
parties' Engagement Agreement:
a. EVP shall provide consulting services and expert testimony,
if required, for AWI with respect to, among other things, claims
asserting liability under worker's compensation, general liability
and automobile insurance policies and/or programs, and any other
services related thereto, at the request of AWI (the "Services").
b. AWI agrees to provide EVP with timely access to all
information reasonably necessary to performance the Services. EVP's
work product shall only be used in connection with the Services and
not for any other purposes, without the prior written consent of
EVP.
c. EVP understands that AWI may call Ricardo Verges, of EVP,
as an expert witness. To the extent that AWI asks EVP to reach
conclusions or to form opinions, EVP is obligated to provide AWI
with its best independent judgment. EVP has not made and cannot
make any guarantees regarding the outcome of any legal proceeding.
EVP acknowledges and understands that all communications between it
and AWI, either oral or written and any materials or information
developed or received by EVP pursuant to this Agreement are
intended to be made or prepared for purposes of assisting EVP in
rendering the Services. All communications shall be treated as
confidential in accordance with the terms of this Agreement.
d. The preparation of EVP's work product is an evolving
process during which analysis is focused and refined as the
research and document review process proceeds. Preliminary
conclusions, superseded drafts, notations, analyses, work lists,
and irrelevant data are not a part of, and will not be recorded in,
EVP's final work product. Those documents may be discarded by EVP
on a routine basis as work tasks are completed. EVP acknowledges
that certain circumstances may arise that require the retention of
such drafts or other interim documents, including but not limited
to subpoenas and court orders. EVP understands that AWI will
provide any instructions regarding document retention or document
production procedures that AWI expects EVP to follow during the
preparation process.
e. The Services do not include auditing of any financial
statements or performing any attest procedures. The Services are
not designed, nor should they be relied upon, to disclose internal
weakness in internal controls, financial statements errors,
irregularities, illegal acts of disclosure deficiencies.
EVP will be paid at these hourly rates:
Ricardo Verges, FCAS, MAAA $550
Charles C. Emma, FACS, MAAA $550
Sarah L. Petersen, FACS, MAAA $490
Brad St. Pierre, FACS, MAAA $450
Sarah Dallmann, ACAS, MAAA $360
Jackson Hatch $290
Jingyi Huang $275
Suanne Tompkinson $125
Any additional work beyond the Services outlined will be billed
according to the hourly rates.
EVP will also be reimbursed for reasonable out-of-pocket expenses
incurred.
In accordance with the Engagement Agreement, if any fees and
expenses approved by the court remain unpaid for longer than
fifteen days from the date that such fees and expenses were
approved, EVP may either suspend the provision of the Services
until payment is received or immediately terminate the Engagement
Agreement. Furthermore, if any fees and expenses approved by the
Bankruptcy Court are not time paid when due, EVP deserves the right
to claim interest for late payment to the extent permitted by
applicable law.
Ricardo Verges, managing principal at EVP, 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.
EVP can be reached at:
Mr. Ricardo Verges
EVP ADVISORS, INC.
P.O. Box 115
Wynnewood, PA 19096
Telephone: (484) 331-6259
About Associated Wholesalers
Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products. AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States. AWI is owned by its 500 retail
members, who in turn operate supermarkets. AWI had 1,459
employees.
White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area. The company traces its origins
to 1886, when brothers Joseph and Sigel Seeman founded Seeman
Brothers & Doremus to provide grocery deliveries throughout New
York City. White Rose carries out its operations through three
leased warehouse and distribution centers, two of which
are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey. White
Rose has 777 employees.
Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers. The Debtors were granted joint administration of
their Chapter 11 cases for procedural purposes, under the lead case
of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092.
As of the Petition Date, the Debtors owed the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest. The Debtors
estimate trade debt of $72 million. AWI Delaware disclosed $11,440
in assets and $125,112,386 in liabilities as of the Chapter 11
filing.
Saul Ewing LLP and Rhoads & Sinon LLP serve as legal advisors to
the Debtors, Lazard Middle Market serves as financial advisor, and
Carl Marks Advisors as restructuring advisor to AWI. Carl Marks'
Douglas A. Booth has been tapped as chief restructuring officer.
Epiq Systems serves as the claims agent.
The Official Committee of Unsecured Creditors is represented by
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware; and Mark T. Power, Esq.,
and Christopher J. Hunker, Esq., at Hahn & Hessen LLP, in New York.
The Committee also has retained Capstone Advisory Group, LLC,
together with its wholly-owned subsidiary Capstone Valuation
Services, LLC, as its financial advisors.
The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers to sell
substantially all of its assets, including their White Rose grocery
distribution business, to C&S Wholesale Grocers, Inc. The C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18.1 million and $152 million, plus
other
liabilities, which amount is valued at $194 million. C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.
Associated Wholesalers, which changed its name to AWI Delaware,
Inc., prior to the approval of the sale. AWI Delaware notified the
Bankruptcy Court on Nov. 12, 2014, that closing occurred in
connection with the sale of their assets to C&S. AWI Delaware then
changed its name to ADI Liquidation, Inc., following the closing of
the sale.
As reported in the Feb. 29 edition of the TCR, ADI Liquidation,
Inc., f/k/a AWI Delaware, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware a Chapter 11 plan of liquidation
and an accompanying disclosure statement.
Under the Plan, holders of general unsecured claims will receive
cash on the initial, subsequent and final distribution dates in the
amount of the Allowed General Unsecured Claim multiplied by the
Initial, Subsequent or Final Distribution Percentage, as
applicable, and, if applicable, a Catch-Up Distribution. General
Unsecured Claims against AWI are estimated to total $30,506,586.
ADVANCED MICRO DEVICES: Reports 2016 First Quarter Results
----------------------------------------------------------
Advanced Micro Devices, Inc., reported a net loss of $109 million
on $832 million of net revenue for the three months ended March 26,
2016, compared to a net loss of $180 million on $1.03 billion of
net revenue for the three months ended March 28, 2015.
As of March 26, 2016, Advanced Micro had $2.98 billion in total
assets, $3.48 billion in total liabilities and a total
stockholders' deficit of $503 million.
"Our strategy to build a strong business foundation and improve
financial performance through delivering great products is
beginning to show benefits," said Lisa Su, AMD president and CEO.
"We continued to strengthen the performance of our Computing and
Graphics business as our customers and partners show a growing
preference for AMD. We are optimistic about our growth prospects
in the second half of the year across our businesses based on new
product introductions and design wins."
IP Licensing Agreement and JV with THATIC
AMD licensed high-performance processor and SoC technology to a
newly-created JV it has formed with THATIC (Tianjin Haiguang
Advanced Technology Investment Co., Ltd.) to develop SoCs tailored
to the Chinese server market that will complement AMD's own
offerings. The $293 million licensing agreement is a meaningful
step in AMD's IP monetization strategy intended to accelerate the
Company's growth and better monetize its valuable assets. Payments
are contingent upon the JV achieving certain milestones. AMD also
expects to receive royalty payments from the JV's future product
sales.
"Our new licensing agreement is a great example of leveraging our
strong IP portfolio to accelerate the adoption of our technologies
more broadly," said Dr. Su. "The joint venture with THATIC
provides AMD with a differentiated approach to help gain share in
the fastest growing region of the server market."
A full-text copy of the press release is available at:
http://is.gd/HGyljZ
About Advanced Micro Devices
Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.
Advanced Micro incurred a net loss of $660 million on $3.99 billion
of net revenue for the year ended Dec. 26, 2015, compared to a net
loss of $403 million on $5.50 billion of net revenue for the year
ended Dec. 27, 2014.
* * *
As reported by the TCR on Oct. 22, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Sunnyvale,
Calif.-based Advanced Micro Devices Inc. to 'CCC+' from 'B-'.
"The downgrade reflects our expectation that AMD will experience a
more gradual return to revenue growth, ongoing competitive
challenges to restore operating profitability, and more severe
operating losses and negative free cash flow through 2016 than we
had previously forecast, despite recent improvements to its
liquidity," said Standard & Poor's credit analyst John Moore.
As reported by the TCR on March 16, 2016, Fitch Ratings has
downgraded and withdrawn the ratings for Advanced Micro Devices,
Inc. (AMD) including the Long-term Issuer Default Rating (IDR) to
'CCC' from 'B-'. The downgrade reflects prospects for negative
free cash flow (FCF) over the intermediate term and the consequent
liquidity issues and refinancing risk that could develop as the
2019 and 2020 debt maturities approach.
In July 2015, Moody's Investors Service lowered Advanced Micro
Devices, Inc's ("AMD") corporate family rating to Caa1 from B3, and
the ratings on the senior unsecured notes to Caa2 from Caa1.
The downgrade of the corporate family rating to Caa1 reflects AMD's
prospects for ongoing operating losses over the next year and
negative free cash flow.
AIX ENERGY: Ch.11 Trustee Hires Gollob Morgan as Accountants
------------------------------------------------------------
Jason Searcy, the Chapter 11 Trustee for AIX Energy, Inc., asks the
U.S. Bankruptcy Court for the Northern District of Texas for
authority to retain Gollob Morgan Peddy & co., P.C. as his
accountants.
The Chapter 11 Trustee requires Gollob Morgan Peddy to:
a. prepare monthly operating reports
b. prepare financial statements
c. perform tax consulting and render tax advice
d. prepare Income Tax Returns; and
e. provide other general accounting needs, which may
arise.
Gollob Morgan Peddy will be paid at these hourly rates:
Partners $320
Managers $205
Senior Accountants $165
Staff Accountants $130
Paraprofessional $100
Robert W. Peddy of Gollob Morgan Peddy & Co., 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.
Gollob Morgan Peddy can be reached at:
Robert W. Peddy
GOLLOB MORGAN PEDDY & CO., P.C.
1001 ESE Loop 323, Suite 300
Tyler, TX 75701
Telephone: 903-534-0088
Facsimile: 903-581-3915
E-mail: bob@gmpcpa.com
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 AIX case was originally assigned to Judge Barbara J. Houser,
but was transferred to Judge Stacey G.C. Jernigan, who oversees the
bankruptcy case of Antero Energy Partners.
The AIX 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 Harvey firm stepped down
after a Chapter 11 trustee was named in the AIX case.
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: Ch.11 Trustee Hires Searcy & Searcy as Attorneys
------------------------------------------------------------
Jason Searcy, the Chapter 11 Trustee for AIX Energy, Inc., asks the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ Seacry & Seacry, P.C. as his attorneys.
The Chapter 11 Trustee is a partner of Searcy & Searcy, P.C.
The Chapter 11 Trustee requires Searcy & Searcy to:
a. advise and consult with the Chapter 11 Trustee concerning
questions arising in the conduct of the administration of the
Debtor's estate and concerning the Chapter 11 Trustee's rights and
remedies with regard to the estate's asset and claims of secured,
preferred and unsecured creditors and other parties in interest;
and
b. appear for, prosecute, defend and represent the Chapter 11
Trustee's interest in suits or legal matters arising in or related
to this case; and specifically to appear for and represent the
Chapter 11 Trustee with respect to liquidation of non-exempt real
and personal property, review of proofs of claim file in the case
and prepare subsequent objections that are necessary; and
c. assist in the preparation of such pleadings, motions,
notices and orders as are required for the orderly administration
of this estate.
Searcy & Searcy will be paid at these hourly rates:
John R. Searcy $450
Joshua P. Searcy $275
Callan C. Searcy $200
Paraprofessionals $100
Mr. Searcy assured the Court that his 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.
Searcy & Searcy, P.C. can be reached at:
Jason R. Searcy, Esq.
Joshua P. Searcy, Esq.
Callan C. Searcy, Esq.
SEARCY & SEARCY, P.C.
P.O. Box 3929
Longview, TX 75606
Tel: (903) 757-3399
Fax: (903) 757-9559
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 AIX case was originally assigned to Judge Barbara J. Houser,
but was transferred to Judge Stacey G.C. Jernigan, who oversees the
bankruptcy case of Antero Energy Partners.
The AIX 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 Harvey firm stepped down
after a Chapter 11 trustee was named in the AIX case.
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: Harvey Law Firm Withdraws as Counsel
------------------------------------------------
The Harvey Law Firm, P.C., filed with the U.S. Bankruptcy Court for
the Northern District of Texas a motion to withdraw as counsel for
AIX Energy, Inc.
The firm explained that on March 23, 2016, the Court ordered the
appointment of a Chapter 11 trustee. Consequently, the firm's duty
to the Debtor is no longer required.
The Debtor did not oppose the withdrawal. The firm didn't receive
any objections by the April 16 deadline.
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 AIX case was originally assigned to Judge Barbara J. Houser,
but was transferred to Judge Stacey G.C. Jernigan, who oversees the
bankruptcy case of Antero Energy Partners.
AIX 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: Scheduled $27.2M in Assets and $38.4M in Debt
---------------------------------------------------------
AIX Energy, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Texas amended schedules of assets and
liabilities, disclosing
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $25,526,094
B. Personal Property $1,668,901
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $23,199,151
E. Creditors Holding
Unsecured Priority
Claims $455,417
F. Creditors Holding
Unsecured Non-priority
Claims $14,789,435
----------- -----------
TOTAL $27,194,995 $38,444,002
A copy of the Amended Schedules filed March 23, 2016, is available
for free at:
http://bankrupt.com/misc/AIX_235_SAL_Am.pdf
In the original iteration of the schedules filed Nov. 12, 2015, the
Debtor disclosed $26,162,904 in assets and $34,831,263 in
liabilities.
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 AIX case was originally assigned to Judge Barbara J. Houser,
but was transferred to Judge Stacey G.C. Jernigan, who oversees the
bankruptcy case of Antero Energy Partners.
The AIX 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 Harvey firm stepped down
after a Chapter 11 trustee was named in the AIX case.
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.
ALCOA INC: Egan-Jones Cuts FC Sr. Unsecured Rating to BB From BB+
-----------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Alcoa Inc. to BB from BB+ on
April 14, 2016.
Alcoa Inc. is an American public company best known for its work
with lightweight metals and advanced manufacturing techniques.
ALCOA INC: Fitch Revises Rating Watch on 'BB+' IDR to Evolving
--------------------------------------------------------------
Fitch Ratings has revised the Rating Watch for Alcoa Inc.'s (Alcoa;
NYSE: AA) ratings to Evolving from Positive.
Nearly $14 billion in commitments and securities is affected.
KEY RATING DRIVERS
AA's ratings reflect weak market conditions in the upstream
businesses and slow growth in the value-add businesses resulting in
total-debt-to-EBITDA expected to exceed 3x and funds from
operations (FFO) adjusted leverage expected to exceed 4.5x.
The Rating Watch has been revised to Evolving from Positive to
reflect expectations that the separation may not result in
investment grade credit metrics at the Value-Add Company (see
below).
On Sept. 28, 2015, AA announced that its Board of Directors
approved a plan to separate into two independent, publicly traded
companies. The transaction is intended to qualify as a tax-free
transaction and it is expected to be completed in the second half
of 2016. The Upstream Company (Alcoa) will comprise the units that
today make up Global Primary Products, and the Value-Add Company
(Arconic) will include the Global Rolled Products, Engineered
Products and Solutions (EPS) and Transportation and Construction
Solution (TCS) units. The company intends to capitalize Alcoa
targeting a strong non-investment-grade rating. The separation is
not conditioned upon Arconic achieving an investment-grade rating.
Pursuant to the company's 8K filed
Sept. 29, 2015, the debt of Alcoa would be retained by Arconic.
The segments comprising Alcoa generated adjusted EBITDA of about $2
billion in 2015 down nearly $300 million from $2.2 billion in 2014
mostly related to the decline in LME aluminum prices to
$1,661/tonne on average in 2015 from $1,867/tonne in 2014. AA
guides that 50% of third-party revenues are exposed to the LME
price and that a $100/tonne change in the LME price affects Alcoa's
EBITDA by about $210 million. LME aluminum prices for the first
quarter of 2016 averaged about $1531/tonne and Fitch's Mid-cycle
price assumption for 2016 is $1,600/tonne. Fitch believes FFO
gross leverage of 3x and below is consistent with a strong
non-investment-grade rating.
Fitch believes Arconic has more consistent margins and lower
commodity price risk. Arconic's businesses generated adjusted
EBITDA of about $1.9 billion in 2015, relatively flat compared with
2014. AA's 2016 goal for adjusted EBITDA at Arconic is about $2.1
billion. Fitch believes FFO gross leverage of 2.5x-2.75x is
consistent with an investment-grade rating for this entity but that
capital-raising at Alcoa to reduce Arconic debt will be limited.
Fitch expects FFO adjusted net leverage to trend below 3.5x.
PENSION CONTRIBUTIONS
According to the company's form 10K, at Dec. 31, 2015, aggregate
pension plans were underfunded by $3.3 billion, with U.S. pension
plans underfunded by $2.9 billion on a U.S. GAAP basis. While
funding was 75% on a GAAP basis, management announced that it is
90%+ funded on an ERISA basis. The minimum required contribution
to pension plans is estimated to be $300 million in 2016, of which
$218 million is for U.S. plans. AA intends to apportion the
obligations and assets between Alcoa and Arconic according to the
entity where the associated employees/retiree worked. Management
relates that they are in discussion with ERISA concerning the
apportionment.
KEY ASSUMPTIONS
-- The EPS and TCS businesses are expected to benefit from the
acquisitions of Firth Rixon, Tital and RTI International as
well as internal growth;
-- LME Aluminum prices are as per Fitch's Mid-Cycle price
assumptions;
-- Dis-synergies and make-whole premiums associated with the
transactions are expected to be modest;
-- Cash and pension obligations will be apportioned;
-- Free cash flow generation will remain a goal of each
company; --There will be no cash distributions to
shareholders solely as a result of the transaction.
RATING SENSITIVITIES
The Rating Watch Evolving will be addressed when Arconic's capital
structure is known.
NEGATIVE: Future developments that may, individually or
collectively, lead to negative rating action include:
-- FFO adjusted net leverage expected to be sustainably above
3.3x and free cash flow negative in the amount of $200
million or more on average.
POSITIVE: Future developments that may lead to a positive rating
action include:
-- FFO adjusted net leverage at the issuer expected to be
sustainably under 2.5x-2.8x, and FCF positive on average.
-- EBIT margins of at least 8% on average.
LIQUIDITY
At Dec. 31, 2015, the $4 billion revolver maturing July 25, 2020
was fully available and cash on hand at March 31, 2016, was
$1.4 billion. The revolver has a covenant that limits consolidated
indebtedness to 150% of consolidated net worth.
As of Dec. 31, 2015, near-term scheduled debt maturities were: $21
million in 2016, $771 million in 2017, $1 billion in 2018, $1.1
billion in 2019, and $1 billion in 2020.
COMPANY PROFILE
Earnings and cash flow benefit from AA's leading positions in
aluminum, key aerospace, automotive and construction markets,
strong control of costs and spending, and the flexibility afforded
by the scope of its operations. Alcoa benefits from being
vertically integrated and geographically diversified. Arconic
benefits from scale in research and development, past restructuring
efforts, and growing end-market demand.
FULL LIST OF RATING ACTIONS
The Rating Watch for these ratings has been revised to Evolving
from Positive:
-- Long-term IDR at 'BB+';
-- Senior notes at 'BB+';
-- $4 billion revolving credit facility at 'BB+';
-- Series A preferred stock at 'BB-';
-- Series B preferred stock at 'B+';
-- Short-term IDR at 'B';
-- Commercial paper at 'B'.
SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS
-- Leases: Fitch has adjusted the debt by adding 8x of yearly
operating lease expense of $210 million for 2015.
-- Hybrids: 100% Equity Credit was allocated to the class B
mandatory convertible preferred stock and 50% Equity Credit
was allocated to the class A preferred stock reported by the
issuer as Equity. As a result $28 million has been moved
from Equity to Financial Debt.
ALERE INC: Egan-Jones Hikes FC Sr. Unsecured Rating to BB-
----------------------------------------------------------
Egan-Jones Ratings Company raised the foreign currency senior
unsecured rating on debt issued by Alere Inc. to BB- from B+ on
April 12, 2016.
Alere Inc. is a global diagnostic device and service provider. The
company was founded in 2001 and is headquartered in Waltham,
Massachusetts.
AMERICAN CAPITAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB-
--------------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured ratings
of debt issued by American Capital Ltd. to BB- from BB+ on April 7,
2016.
American Capital, Ltd. is a publicly traded private equity firm and
global asset manager.
AMERICAN COMMERCE: Unit Gets $1.6 Million Line of Credit
--------------------------------------------------------
American Commerce Solutions, Inc.'s wholly-owned subsidiary, Best
Way Auto and Truck Rental, Inc., has been approved for a credit
line of $1.6 million, according to a company press release.
Best Way Auto & Truck Rental, Inc. announced that it has received a
credit line of $1.6 million from Fleet Way Leasing Company in
Feasterville, PA for the purchase of 70 new vehicles for the
Company rental fleet. This line of credit is based upon a 24-month
term. Negotiations continue to increase the line to $3.5 million
to finance a total of 145 vehicles.
John Keena, President of Best Way, stated, "Approval of this credit
line allows Best Way to accelerate stocking of our existing
locations and facilitates expansion to our new sites. We will be
able to accelerate both rental and sales programs while creating
greater cash flow and profitability."
Daniel Hefner, CEO / President of American Commerce Solutions,
added, "The Company is encouraged and excited about the rapid
development of these opportunities. Best Way management has been
tireless in its efforts to expand the Best Way footprint in the
market place it serves."
About American Commerce
American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.
American Commerce reported a net loss of $130,000 for the year
ended Feb. 28, 2015, compared to a net loss of $169,000 for the
year ended Feb. 28, 2014. As of Nov. 30, 2015, the Company had
$4.77 million in total assets, $3.20 million in total liabilities
and $1.56 million in total stockholders' equity.
Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Feb. 28, 2015, citing that the Company has recurring
losses resulting in an accumulated deficit and is in default of
several notes payable. These conditions raise substantial doubt
about its ability to continue as a going concern.
AMERICAN HOSPICE: April 25 Auction of Assets
--------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved the
bid and sale procedures governing the sale of American Hospice
Management Holdings, LLC, et al.'s assets.
Hospice Partners of America LLC is approved to be and designated as
the Stalking Horse Purchaser as to the Texas and Virginia Assets.
The Break-Up Fee is approved and will be paid in the amount of
$165,000 plus repayment of the Stalking Horse Purchaser's
documented reasonable expenses, exclusive of professional fees, not
to exceed $10,000 in cash from the sale proceeds at closing of a
sale of the Texas and Virginia Assets to a Successful Bidder other
than the Stalking Horse Purchaser. The Bid Deadline shall be April
22, 2016, and the Auction, if necessary, will be held on April 25,
2016.
The Sale Hearing will be held on April 28, 2016, any objections to
the Sale, other than an Assumption Objection, must be filed on or
before April 25, 2016. Any counterparty to an Assumed Executory
Contract may file an Assumption Objection no later than April 24,
2016.
About American Hospice Management
Headquartered in Jacksonville, Florida, American Hospice Management
Holdings, LLC is a hospice care provider for patients with
conditions including, among other things, cancer, cardiopulmonary
diseases, Alzheimer's and strokes. American Hospice currently
provides hospice care in the following six markets: (i) Phoenix,
Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv)
Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New
Jersey. The Company employs 365 people.
American Hospice and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10670) on
March 20, 2016. Scott Mahosky signed the petition as chief
executive officer. The Debtors estimated assets in the range of
$10 million to $50 million and liabilities of up to $50 million.
The Debtors have hired Denton US LLP as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as
investment banker, and Kurtzman Carson Consultants, LLC as notice
and claims agent.
Each of the Debtors is owned 100% by American Hospice Management
Holdings, LLC which is a Delaware limited liability company. The
majority owner of American Hospice Management Holdings, LLC is
American Hospice Holdings Corporation, a Delaware corporation.
American Hospice Holdings Corporation is wholly owned by 2000
Riverside Capital Appreciation Fund, L.P.
AMPLIPHI BIOSCIENCES: Director Quits Over Management Dispute
------------------------------------------------------------
Julian Kirk resigned as a member of AmpliPhi Biosciences
Corporation's board of directors, effective April 15, 2016, as
disclosed in a regulatory filing with the Securities and Exchange
Commission. Mr. Kirk did not hold a position on any committee of
the Company's Board.
By letter dated April 15, 2016, Mr. Kirk informed the Company that
he resigned because Third Security, LLC, one of the Company's
principal shareholders and of which entity Mr. Kirk is a managing
director, has lost faith in the Company's management and the
direction of the company. The Resignation Letter cites the recent
automatic conversion of all of the Company's then-outstanding
shares of Series B Convertible Preferred Stock into shares of
Common Stock in accordance with Section 4.4.4(b) of the Company's
Amended and Restated Articles of Incorporation on April 8, 2016,
which he asserts was conducted in bad faith. The Company disagrees
with this assertion.
On April 8, 2016, certain holders of over two-thirds of the
Company's then-outstanding Series B Shares elected to automatically
convert all outstanding Series B Shares into Common Shares in
accordance with Section 4.4.4(b)(ii) of the Restated Articles.
Also on April 8, 2016, the Company issued the Holders an aggregate
of 853,465 Common Shares pursuant to a Common Stock Issuance
Agreement and agreed to amend certain Common Stock warrants issued
to the Holders to reduce the exercise price of such warrants from
$7.00 per share to $4.05 per share and extend the expiration date
thereof from June 26, 2018, to March 31, 2021. As consideration for
the Shares and the Warrant Amendments, the Holders waived their
right to receive approximately $2.2 million in aggregate cash
payments to which they were entitled upon the conversion in respect
of accrued dividends on their former Series B Shares. The Holders
also waived their registration rights with respect to certain
future registration statements that may be filed, and certain
future public offerings that may be conducted, by the Company.
In response to the Company's Form 8-K disclosure, Mr. Kirk filed
with the SEC a letter stating:
"I write to inform you I object to the draft Form 8-K regarding my
resignation from the Board of Directors of AmpliPhi Biosciences
Corporation. The draft 8-K fails to disclose that my resignation
letter also explains that Third Security not only no longer trusts
the Company's management and Board, but it has also lost faith in
their ability to create value for the Company's shareholders.
Moreover, the draft 8-K fails to disclose that once Third Security
has determined that neither Third Security nor I have possession of
any material, non-public information regarding AmpliPhi, Third
Security intends to liquidate its investment in the Company. The
omission of these facts in the Form 8-K cause it to be materially
misleading."
NRM Files Suit
On April 14, 2016, NRM VII Holdings I, LLC, an affiliate of Third
Security, filed a complaint against the Company and the members of
its Board (other than Mr. Kirk), in the Superior Court of
California, County of San Diego. The complaint alleges that the
Company breached the implied covenant of good faith by entering
into a scheme to force NRM to convert its Series B Shares into
Common Shares. The complaint further alleges that the members of
the Board who were named as defendants breached their fiduciary
duty of good faith owed to NRM, as one of the Company's
shareholders, by participating in this transaction. The complaint
seeks unspecified monetary damages and other relief. The Company
said it plans to vigorously defend against the claims advanced.
About AmpliPhi
AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics. It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting. The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections. AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.
Ampliphi Biosciences reported a net loss attributable to common
stockholders of $10.79 million on $475,000 of revenue for the year
ended Dec. 31, 2015, compared to net income attributable to common
stockholders of $21.8 million on $409,000 of revenue for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, AmpliPhi had $31.5
million in total assets, $6.88 million in total liabilities, $11.89
million in series B convertible preferred stock, and $12.7 million
in total stockholders' equity.
Ernst & Young LLP, in Richmond, Virginia, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company has
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
ANNALY CAPITAL: Egan-Jones Cuts FC Unsecured Debt Rating to B+
--------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Annaly Capital Management Inc to
B+ from BB- on April 11, 2016.
Based in New York, Annaly Capital Management, Inc. owns a portfolio
of real estate related investments in the United States. It invests
in various types of agency mortgage-backed securities and related
derivatives to hedge these investments; and residential credit
investments, such as credit risk transfer securities and non-agency
mortgage-backed securities.
API TECHNOLOGIES: Completely Acquired by J.F. Lehman Affiliate
--------------------------------------------------------------
API Technologies Corp. announced the successful completion of the
acquisition of API by an affiliate of private equity firm J.F.
Lehman & Company.
Under the terms of the merger agreement governing the acquisition,
API stockholders (other than JFLCO and any of its direct and
indirect subsidiaries) will receive $2.00 in cash per share of
common stock, without interest and less any applicable withholding
taxes. A paying agent has been engaged to process the payment of
merger consideration to the API common stockholders of record as of
the effective time of the merger. Letters of transmittal (and
associated instructions) enabling such API stockholders to deliver
or transfer their shares to the paying agent in exchange for
payment of the merger consideration will be distributed promptly.
The stockholders should wait to receive the letter of transmittal
before surrendering their share certificates.
In connection with the completion of the merger, the Company
requested that the NASDAQ Capital Market (i) suspend trading of its
common stock on NASDAQ and (ii) file with the Securities and
Exchange Commission a Form 25, Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities Exchange
Act of 1934, as amended, to delist the Company's common stock from
NASDAQ and to deregister the Company's common stock under Section
12(b) of the Exchange Act. Pursuant to the Company's requests to
NASDAQ, the listing of the Company's common stock on NASDAQ will be
suspended upon conclusion of trading today. As a result, the
Company' common stock will no longer listed on NASDAQ.
Jefferies LLC acted as financial advisor and Wilson Sonsini
Goodrich & Rosati, Professional Corporation acted as legal advisor
to API. Lazard acted as financial advisor and Blank Rome LLP and
Jones Day acted as legal advisors to JFLCO.
NASDAQ Files Form 25
The NASDAQ Stock Market LLC filed with the SEC a Form 25 notifying
the removal from listing or registration of API Technologies'
common stock on the Exchange.
Termination of Definitive Agreement
In connection with the completion of the Merger, on April 22, 2016,
the Company paid in full, and discharged, all of the amounts
outstanding under the Credit Agreement, dated Feb. 6, 2013, by and
among the Company, as borrower, the lenders party thereto, and
Guggenheim Corporate Funding, LLC, as administrative agent, and the
Credit Agreement and the related loan documents and collateral
security documents entered into in connection with the Credit
Agreement were terminated. The Company also paid a prepayment
premium in an amount equal to 1% of the amount of the term loans
prepaid.
Certain of the lenders under the Credit Agreement and their
affiliates have engaged in, and may in the future engage in, other
lending transactions and other commercial dealings in the ordinary
course of business with the Company or the Company's affiliates.
They have received, or may in the future receive, customary fees
and commissions for these transactions.
Change of Control
On April 22, 2016, pursuant to the Merger Agreement, RF Acquisition
Sub, Inc., merged with and into the Company. As a result of the
Merger, the Company became a wholly owned subsidiary of RF1 Holding
Company.
The Merger consideration was funded through the use of proceeds of
new debt and equity raised by Parent. The aggregate amount of the
Per Share Price payable upon completion of the Merger was
approximately $113.36 million.
Directors Resign
In accordance with the Merger Agreement, as of the Effective Time,
each of Brian R. Kahn, Matthew E. Avril, Melvin L. Keating and
Kenneth J. Krieg ceased serving as members of the board of
directors of the Company and, in connection therewith, the Former
Directors also ceased serving on any committees of which such
Former Directors were members. Further, as of the Effective Time,
Brian R. Kahn ceased serving as Chairman of the Company.
In accordance with the Merger Agreement, as of the Effective Time,
the directors of Merger Sub immediately prior to the Effective
Time, Robert Tavares, Louis N. Mintz and Glenn M. Shor, became the
directors of the Company, as the surviving corporation. Committees
of the board of directors of the Company, as the surviving
corporation, have not been established. Further, at the Effective
Time, the officers of Merger Sub immediately prior to the Effective
Time, Robert Tavares, President and Chief Executive Officer, Eric
F. Seeton, Senior Vice President and Chief Financial Officer, Louis
N. Mintz, Chairman and Assistant Secretary, Glenn M. Shor, Vice
President, Treasurer and Assistant Secretary, and David L. Rattner,
Secretary, became the officers of the Company, as the surviving
corporation.
Amendments to By-laws
In accordance with the Merger Agreement, at the Effective Time, (i)
the certificate of incorporation of the Company immediately prior
to the Effective Time was amended and restated to read
substantially identically to the certificate of incorporation of
Merger Sub as in effect immediately prior to the Effective Time,
provided that such certificate of incorporation was amended so that
the name of the surviving corporation was "API Technologies Corp.",
and (ii) the by-laws of Merger Sub immediately prior to the
Effective Time became the by-laws of the Company.
Deregistration of Securities
API Technologies filed post-effective amendments relating to the
following Registration Statements on Form S-3 filed by the Company
with the SEC:
* Registration Statement No. 333-140413, originally filed with
the SEC on April 9, 2007, registering a total of 5,000,000*
shares of the Company's common stock, $0.001 par value;
* Registration Statement No. 333-174398, originally filed with
the SEC on Sept. 8, 2011, registering a total of 18,131,770
shares of Common Stock; and
* Registration Statement No. 333-333-178219, originally filed
with the SEC on Dec. 16, 2011, registering a total of
5,091,958 shares of Common Stock.
The Company filed a post-effective amendment No. 7 on Form S-3 to
Form S-1 relating to the Registration Statement on Form S-3 to Form
S-1 (No. 333-136586) of API Technologies, originally filed by the
Company with the SEC on Form S-1 on Nov. 6, 2006, registering a
total of 1,024,474 shares of the Company's common stock, $0.001 par
value.
Moreover, the Company filed post-effective amendments relating to
the following Registration Statements of the Company on Form S-8:
* Registration Statement No. 333-147075, originally filed with
the SEC on Nov. 1, 2007, registering a total of 15,000,000*
shares of the Company's common stock, $0.001 par value, for
issuance under the API Nanotronics Corp. 2006 Equity Incentive
Plan; and
* Registration Statement No. 333-173124, originally filed with
the SEC on March 28, 2011, registering a total of 3,750,000
shares of Common Stock for issuance under the Amended and
Restated 2006 Equity Incentive Plan of API Technologies Corp,
as amended on Jan. 1, 2012.
About API Technologies
API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications. API
Technologies' customers include many leading Fortune 500
companies. API Technologies trades on the NASDAQ under the symbol
ATNY. For further information, please visit the Company Web site
at http://www.apitech.com/
API Technologies reported a net loss of $22.29 million on $232.28
million of net revenue for the year ended Nov. 30, 2015, compared
to a net loss of $18.91 million on $226.85 million of net revenue
for the year ended Nov. 30, 2014.
As of Feb. 29, 2016, API Technologies had $334.81 million in total
assets, $253.18 million in total liabilities and $81.62 million in
shareholders' equity.
* * *
As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt. On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt. All ratings of API have been withdrawn since the
company has no rated debt outstanding.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.
"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.
ATARI INC: Ch. 11 Cases Reopened to Enforce Plan Releases
---------------------------------------------------------
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York granted in part the motion of Alden
Global Value Recovery Master Fund, L.P., to reopen the Chapter 11
cases of Atari, Inc., et al., to allow Alden to enforce the release
and exculpation provisions contained in the Debtors' confirmed
chapter 11 plan and the order confirming it, and enjoin further
violations of the Plan and Confirmation Order by the Reorganized
Debtors and certain of their affiliates; to wit, Atari S.A. and
Atari Europe SAS.
The Motion was precipitated by proceedings commenced by Atari
against Alden in the Tribunal de Commerce de Paris to recover
alleged overpayments by the Atari Entities under a EUR20 million
credit facility agreement to which Alden is a party. In those
proceedings, Atari contends that the taux effectif global (the
effective
global interest rate, or "TEG") specified by the Credit Agreement
was improperly stated and that, as a result, French law effectively
replaces the improperly stated rate with a lower statutory rate and
entitles the Atari Entities to recoup years’ worth of alleged
overpayments to Alden and its predecessors under the agreement.
Judge Garrity found that Alden has established "other cause" to
reopen the Chapter 11 cases pursuant to Section 350(b) of the
Bankruptcy Code.
A full-text copy of Judge Garrity's Memorandum Decision dated April
20, 2016, is available at
http://bankrupt.com/misc/ATARI6070420.pdf
Alden is represented by:
Daniel G. Egan, Esq.
John J. Clarke, Jr., Esq.
DLA PIPER LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Email: daniel.egan@dlapiper.com
andrew.clarke@dlapiper.com
-- and --
R. Craig Martin, Esq.
DLA PIPER LLP (US)
1201 North Market Street
Suite 2100
Wilmington, DE 19801
Email: craig.martin@dlapiper.com
Atari and the Reorganized Debtors are represented by:
Daniel J. Saval, Esq.
Shoshana B. Kaiser, Esq.
Shivani Poddar, Esq.
BROWN RUDNICK LLP
Seven Times Square
New York, NY 10036
Email: dsaval@brownrudnick.com
skaiser@brownrudnick.com
About Atari
Atari -- http://www.atari.com/-- is a multi-platform, global
interactive entertainment and licensing company. Atari owns
and/or
manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and
Rollercoaster Tycoon(R).
Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break
away from their unprofitable French parent company and secure
independent capital.
A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code. Atari S.A. said it was
filing for legal protection because its longtime backer BlueBay
has
sought to sell its 29% stake and demanded repayment by March 31 on
a credit line of US$28 million that it cut off in December.
On Feb. 15, 2013, the Court entered the order authorizing the
employment and retention of Hunton & Williams LLP as counsel to
the
Debtors. On Feb. 5, 2013, the Debtors' board of directors was
reconstituted. The reconstituted board of directors elected to
retain alternate bankruptcy counsel. Hunton's retention as the
Debtors' counsel terminated on Feb. 6, 2013.
Ira S. Dizengoff, Esq., and Kristine G. Manoukian, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York, N.Y.; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in
Washington, D.C., represent the Debtors as counsel.
BMC Group is the claims and notice agent. Guy Davis and Susan
Roski at Protiviti Inc. serve as financial advisors.
Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors. Cathy Hershcopf, Esq.,
Jeffrey L. Cohen, Esq., and Robert B. Winning, Esq., at Cooley LLP
serve as the Committee's counsel.
Ken Coleman, Esq., and Jonathan Cho, Esq., at Allen & Overy LLP,
serve as counsel to Atari S.A.
Atari Inc. won bankruptcy court approval of its Plan of
Liquidation
on Dec. 5, 2013. It was declared effective on Dec. 24, 2014. The
Plan provides a 25% recovery to unsecured creditors. Parent Atari
SA will be contributing $3.42 million cash under the Plan and is
waiving $310 million in claims.
ATLANTIC CITY MUA: S&P Cuts Water System Rev. Bonds Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Atlantic City Municipal Utilities Authority (ACMUA), N.J.'s water
system revenue bonds to 'B-' from 'BBB' and placed the rating on
CreditWatch with negative implications.
"The downgrade is due to the uncertainty surrounding an opportunity
identified by the city's emergency manager that the MUA could be
dissolved, restructured, and operated for the benefit of Atlantic
City," said Standard & Poor's credit analyst Scott Garrigan. Given
this context, it is S&P's view that a restructuring of the MUA's
debt cannot be ruled out. While it is not entirely certain whether
some type of debt restructuring would occur in conjunction with a
dissolution or restructuring of the MUA, S&P believes that the
existence of this possibility is not consistent with a higher
rating level. Alternatively, if MUA is dissolved and the debt is
assumed by Atlantic City, there could be further deterioration in
the credit rating on those new obligations due to our significant
concerns regarding the city's ability to make future additional
debt service payments.
Because S&P considers the possibility of further deterioration in
the rating to be at least a one in two possibility, given the
uncertainty of the events described above, S&P has also placed the
rating on CreditWatch with negative implications. While there is
no public information available on the timing of dissolution or
debt restructuring taking place, because it could conceivably occur
within the next 90 days, S&P has applied its CreditWatch
designation instead of a negative outlook.
"If we receive additional information that a debt restructuring or
negotiated exchange would be a likely course, the rating would
likely drop to no higher than 'CCC' and could be lower," added Mr.
Garrigan, "depending on our view of the specific default scenarios
that are envisioned during the next 12 months."
BELLFLOWER, CA: S&P Cuts Multifamily Housing Rev. Debt Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Bellflower, Calif.'s multifamily housing revenue debt, issued for
9920 Flora Vista's Bellflower Terrace senior apartments project,
one notch to 'B' from 'B+'. The outlook is stable.
The downgrade reflects Standard & Poor's opinion of the issuer's
continued inability to pay full and timely debt service at
remarketing and reliance on short-term market rate investments.
"If market conditions were to improve, increasing investment
revenue, we could raise the rating," said Standard & Poor's credit
analyst Renee Berson. "Conversely, if market conditions were to
deteriorate, we could lower the rating."
The stable outlook reflects Standard & Poor's opinion that the
issue is susceptible to short-term, market-rate investment income
but that the issue should perform within the 'B' rating category.
A mortgage loan backed by a Fannie Mae collateral agreement secures
the bonds.
BIOMARIN PHARMACEUTICAL: Egan-Jones Hikes Sr. Unsec. Ratings to B
-----------------------------------------------------------------
Egan-Jones Ratings Company raised the senior unsecured ratings of
debt issued by BioMarin Pharmaceutical Inc. to B from B- on April
7, 2016.
BioMarin Pharmaceutical Inc. is a biotechnology company based in
San Rafael, California.
CAESARS ENTERTAINMENT: Apollo, TPG Turn to Oil Crash to Salvage Bet
-------------------------------------------------------------------
Elizabeth Dexheimer, writing for Bloomberg Brief, reported that
Apollo Global Management LLC and TPG Capital Management, the
private equity firms that have struggled for years to salvage a $31
billion bet on troubled gambling company Caesars Entertainment
Corp., see an opportunity in the oil crash.
According to the report, citing people familiar with the matter,
Caesars and its owners have enlisted a new ally -- the U.S. energy
industry -- to join a lobbying fight in Washington that seeks to
give companies more leeway to amend their debt obligations. While
the Las Vegas casino company failed to persuade Congress to take
action last year, a bigger coalition that includes teetering oil
and gas companies could be more effective in swaying lawmakers, the
report related.
At issue is an obscure Depression-era law that's designed to
protect bond investors, said the people who asked not to be named
because the campaign isn't public, the report related. Should Leon
Black's Apollo and David Bonderman's TPG succeed in modifying how
the Trust Indenture Act is used, distressed companies would gain
more control over how they restructure their debt and have an
easier time beating back lawsuits from creditors, the report
further related.
Caesars and its supporters argue that they are simply trying to
restore the original intent of a law that's been misinterpreted in
some recent court cases, while investment firms including Oaktree
Capital Group LLC and Marblegate Asset Management have said
lawmakers should maintain the status quo to ensure bondholders'
rights are protected, the report noted.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
CANADIAN NATURAL: Egan-Jones Cuts LC Sr. Unsecured Rating to BB+
----------------------------------------------------------------
Egan-Jones Ratings Company lowered the local currency senior
unsecured rating on debt issued by Canadian Natural Resources Ltd.
to BB+ from BBB- on April 11, 2016. EJR also lowered the foreign
currency senior unsecured rating on the Company to BB+ from A-.
Canadian Natural Resources Limited, or CNRL or Canadian Natural, is
an oil and gas exploration, development and production company with
its corporate head office in Calgary, Alberta.
CARDIAC SCIENCE: Monte Villa, 2 Others Added to Committee
---------------------------------------------------------
The Office of the U.S. Trustee on April 21 appointed three more
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of CS Estate Inc., formerly known as Cardiac
Science Corp.
The three additional members are:
(1) Monte Villa Farms, LLC
Robert E. Hibbs
3301 Monte Villa Parkway, Ste 101
Bothell, WA 98021
Phone: 425-489-9899
rhibbs@montevillallc.com
(2) Pitek Design, LLC
Jill Pitek
5737 River Road
Rhinelander, WI 54501
Phone: 715-277-3159
jpitek@pitekdesign.com
(3) MIR- Medical International Research
Roberta Di Pinto
Via del Maggiolino, 125-00155
Rome, ITALY
Phone: 39 06 22754 777
roberta.d@spirometry.com
The bankruptcy watchdog had earlier appointed Cascadia Intellectual
Property, Modern Metal Products, Shell Case Limited and Wild
Connect, court filings show.
About Cardiac Science
Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation
develops, manufactures and sells a variety of advanced diagnostic
and therapeutic cardiology devices and systems, including automated
external efibrillators, hospital defibrillators and related
products and consumables.
Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D.
Wis. Case No. 15-13766) on Oct. 20, 2015. The petition was signed
by Michael Kang as chief restructuring officer.
Judge Robert D. Martin presides over the case.
The Debtor disclosed total assets of $45,335,596 plus an
undetermined amount and $104,715,678 plus an undetermined amount as
of the Chapter 11 filing. Celestica Electronics (M) SDN BHD is the
Debtor's largest unsecured creditor holding a claim of $2.5
million. CFS 915 LLC is the largest creditor of the Debtor, and
its $87 million prepetition loan is secured by substantially all of
the Debtor's assets. CFS has agreed to provide $10 million in
postpetition financing for the Debtor.
The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy
counsel, Livingstone Partners LLC as investment banker and Garden
City Group, LLC as notice and claims agent.
In October 2015, the Office of the U.S. Trustee appointed seven
creditors to the official committee of unsecured creditors. The
committee is represented by Freeborn & Peters LLP.
* * *
The Debtor on Jan. 8, 2016 won approval from the Bankruptcy Court
to sell substantially all of its assets to CFS 915 LLC. The sale
closed on Jan. 25. As required by the parties Asset Purchase
Agreement, the Debtor changed its name from "Cardiac Science
Corporation" to "CS Estate, Inc." The Debtor filed a corresponding
motion to amend the case caption to reflect the name change.
CBI MANAGEMENT: 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 CBI Management/Administration, LLC.
About CBI Management
Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla., Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016. Ida Raye Chernin
signed the petitions as manager.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as
counsel. Judge Catherine Peek McEwen has been assigned the cases.
CENTRAL BEEF: Hires PCE as Investment Bankers
---------------------------------------------
Central Beef Ind., LLC, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ PCE Investment Bankers, Inc. as their investment bankers,
nunc pro tunc to March 21, 2016.
The Debtors require PCE to:
a. provide financial advice to the Company;
b. assist in the creation of weekly and monthly financial
budgets;
c. assist in preparation of debtor's monthly financial
reports;
d. assist with weekly and monthly comparisons of actual
expenditures to budget;
e. assist in negotiating with creditors;
f. assist in formulation of plan of reorganization plan;
g. prepare pro forma financial statements for the formulation
and filing of the Debtors' disclosure statement and plan
reorganization;
h. evaluate and compare the alternative plans and recommend
course of action for the Company;
i. assist in placement of debt or equity, sale of assets, or
other form of Transaction;
j. assist in contracting financing sources, equity investors,
and buyers;
k. evaluate Transactional proposals;
l. negotiate and structure the financial terms of a
Transaction; and
m. assist in closing a Transaction(s).
Pursuant to the parties' Engagement Letter, the Debtors have agreed
to pay PCE as follows:
a. PCE received a prepetition retainer of $100,000 for
Services. PCE's fees for Services are billed at an hourly rate of
$400 for pricinpals and $250 for associates. Any unused Retainer
will be used to offset against a Transactional Fee; and
b. for the closing of a Transaction, the Debtors shall pay a
Transactional Fee of 3.9% of the capital raised or the Aggregate
Consideration received with a the minimum fee payable, in the
aggregate, for Transactional Services will be $400,000; and
c. reimbursement for reasonable out-of-pocket expenses and
disbursements incurred by the firm in connection with engagement.
Michael Poole with PCE Investment Bankers, 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.
PCE can be reached at:
Michael Poole
PCE INVESTMENT BANKERS, INC.
200 East New England Ave., Suite 400
Winter Park, FL 32789
About Central Beef
Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016. Ida Raye Chernin
signed the petitions as manager. The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.
Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as
counsel. Judge Catherine Peek McEwen has been assigned the
cases.
CENTRAL BEEF: 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 Central Beef Ind., LLC.
About Central Beef
Central Beef Ind., LLC, 5C of Central Florida, LLLP, and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla., Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016. Ida Raye Chernin
signed the petitions as manager.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as
counsel. Judge Catherine Peek McEwen has been assigned the cases.
CHARTER COMMUNICATONS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company raised the foreign currency senior
unsecured rating of debt issued by Charter Communications Inc. to
BB from B+ on April 7, 2016. EJR also raised the local currency
senior unsecured debt rating of the Company to BB from BB-.
Charter Communications is an American cable telecommunications
company, which offers their services to consumers and businesses
under the branding of Charter Spectrum.
CHESAPEAKE ENERGY: Egan-Jones Cuts FC Sr. Unsecured Rating to C
---------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Chesapeake Energy Corp. to C
from BBB- on April 13, 2016. EJR also downgraded the foreign
currency commercial paper rating on the Company to D from A1.
Chesapeake Energy Corporation is a petroleum and natural gas
exploration and production company headquartered in Oklahoma City,
Oklahoma.
CHINA BAK: Grants 500,000 Restricted Shares Under Incentive Plan
----------------------------------------------------------------
Pursuant to China Bak Battery, Inc.'s 2015 Equity Incentive Plan,
the Compensation Committee of the Board of Directors of the Company
granted an aggregate of 500,000 restricted shares of the Company's
common stock, par value $0.001, to certain employees, officers and
directors of the Company. Specifically, the Compensation Committee
granted the Restricted Shares to the following executive officers
and directors:
Name and Position Amount
----------------- -------
Yunfei Li, CEO 150,000
Wenwu Wang, Interim CFO 20,000
Guosheng Wang, Director 20,000
Simon J. Xue, Director 30,000
The shares will vest semi-annually in 6 equal installments over a
three year period with the first vesting on Dec. 31, 2016.
About China BAK
China BAK Battery conducted business through BAK International
Limited and its subsidiaries that produced prismatic cells,
cylindrical cells, lithium polymer cells and high power lithium
batters. The BAK International business was foreclosed on
June 30, 2014. Consequently, China BAK is looking to develop,
manufacture and sell energy high power lithium batteries primarily
for electric vehicles when its Dalian, China manufacturing
facilities start to operate in the first quarter of 2015.
China BAK reported net profit of US$15.87 million for the year
ended Sept. 30, 2015, compared to net profit of US$37.77 million
for the year ended Sept. 30, 2014.
As of Dec. 31, 2015, the Company had US$64.28 million in total
assets, US$44.85 million in total liabilities and US$19.42 million
in total shareholders' equity.
Crowe Horwath (HK) CPA Limited, in Hong Kong, China, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2015, citing that the
Company has a working capital deficiency, accumulated deficit from
recurring net losses and significant short-term debt obligations
maturing in less than one year as of Sept. 30, 2015. All these
factors raise substantial doubt about its ability to continue as a
going concern.
CLEANFUEL USA: Seeks $250K DIP Financing from Ed Rachal Foundation
------------------------------------------------------------------
CleanFuel USA, Inc., seeks authority from the U.S. Bankruptcy Court
to obtain post-petition financing in the amount of $250,000 from
the Ed Rachal Foundation.
In exchange for the loan, the Debtor seeks authority to grant the
Foundation an administrative claim for the amount advanced with
priority over any and all other administrative claims pursuant to
Section 364(c)(1) of the Bankruptcy Code.
The Debtor is indebted to the Foundation under a financing
agreement in the amount of $16,658,597. The obligations owed to
the Foundation are secured by perfected first lien and security
interests in all of the assets of the Debtor. The Foundation has
agreed to loan the Debtor $250,000 if the Foundation is granted an
administrative claim with priority over all other administrative
expenses of the kind specified in sections 503(b) and 507(b) of the
Bankruptcy Code.
The DIP Financing will accrue interest at the rate of 8% per annum.
The Debtor agrees to pay for the Foundation's attorney fees' for
preparation of the DIP Financing documents in the amount of no more
than $10,000.
CleanFuel USA, Inc. is represented by:
C. Daniel Roberts, Esq.
C. DANIEL ROBERTS & ASSOCIATES, P.C.
1602 E. Cesar Chavez
Austin, Texas 78702
Telephone: (512) 494-8448
Facsimile: (512) 494-8712
Email: droberts@cdrlaw.net
-- and --
Kell C. Mercer, Esq.
KELL C. MERCER, PC
1602 E. Cesar Chavez Street
Austin, Texas 78702
Telephone: (512) 627-3512
Facsimile: (512) 597-0767
Email: kell.mercer@mercer-law-pc.com
Georgetown, Texas-based CleanFUEL USA, Inc., sought protection
under Chapter 11 of the Bankruptcy Code on April 3, 2016 (Bankr.
W.D. Tex., Case No. 16-10398). CleanFUEL designs and manufactures
alternative fuel equipment for propane auto gas. The case is
assigned to Judge Christopher H. Mott. The Debtor's counsel is
Kell C. Mercer, Esq., and Daniel C. Roberts, Esq., in Austin,
Texas.
CLEANFUEL USA: Seeks Authority to Use Ed Rachal Foundation's Cash
-----------------------------------------------------------------
CleanFuel USA, Inc., seeks authority from the U.S. Bankruptcy Court
to use of cash collateral securing its prepetition indebtedness
from Ed Rachal Foundation.
In in order to preserve and protect the business and the Estate and
to avoid immediate and irreparable injury, the Debtor needs the use
of Cash Collateral to pay normal and necessary operating expenses
in connection with its business and manage its affairs.
The Debtor's primary secured creditor, Ed Rachal Foundation, has
consented to the use of its cash collateral conditioned upon it
receiving a Court-approved and deemed perfected lien against all
the same assets that it holds a security interest in and lien
against prepetition and so long as CFUSA operates pursuant to the
Budget. As adequate protection, the Debtor proposes to grant a
postpetition lien to the Foundation on postpetition assets acquired
by the Debtor and all cash collateral generated postpetition.
CleanFuel USA, Inc. is represented by:
C. Daniel Roberts, Esq.
C. DANIEL ROBERTS & ASSOCIATES, P.C.
1602 E. Cesar Chavez
Austin, Texas 78702
Telephone: (512) 494-8448
Facsimile: (512) 494-8712
Email: droberts@cdrlaw.net
-- and --
Kell C. Mercer, Esq.
KELL C. MERCER, PC
1602 E. Cesar Chavez Street
Austin, Texas 78702
Telephone: (512) 627-3512
Facsimile: (512) 597-0767
Email: kell.mercer@mercer-law-pc.com
Georgetown, Texas-based CleanFUEL USA, Inc., sought protection
under Chapter 11 of the Bankruptcy Code on April 3, 2016 (Bankr.
W.D. Tex., Case No. 16-10398). CleanFUEL designs and manufactures
alternative fuel equipment for propane auto gas. The case is
assigned to Judge Christopher H. Mott. The Debtor's counsel is
Kell C. Mercer, Esq., and Daniel C. Roberts, Esq., in Austin,
Texas.
COMMONWEALTH RENEWABLE: Case Resembles 'Walking Dead', Dismissed
----------------------------------------------------------------
Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania granted the motion filed by Ruth
F. Anderson and Kathy L. Anderson, as the executor of the estate of
William E. Anderson to dismiss Commonwealth Renewable Energy,
Inc.'s Chapter 11 case, holding that "[i]n its present condition,
this bankruptcy case resembles the walking dead."
Judge Taddonio held that if allowed to continue in Chapter 11, the
case would languish on the Court's docket without any conceivable
endgame in sight. Because there is no reasonable likelihood of
reorganization in the foreseeable future and the parties can
adequately pursue their interests in state court, the Court finds
ample cause for the case to be dismissed pursuent to Section
1112(b) of the Bankruptcy Code.
A full-text copy of Judge Taddonio's Memorandum Opinion dated April
21, 2016, is available at http://bankrupt.com/misc/CRE3980421.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.
COMPASS MINERALS: Moody's Rates $700MM Sr. Secured Loans 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Compass Minerals
International, Inc.'s new $700 million of senior secured bank
credit facilities, which includes a $300 million revolving credit
facility and a $400 million term loan A due July 1, 2021. The
company plans to use the proceeds from the new issuance to
refinance its existing $596 million in senior secured revolving
credit facility and term loans. Moody's affirmed the company's Ba1
corporate family rating, Ba1-PD probability of default rating, and
Ba2 rating on $250 million senior unsecured notes due July 2024.
The speculative grade liquidity (SGL) rating was moved to SGL-3
from SGL-2 and the outlook was revised to negative largely on the
expectation of lower profitability, following the mild 2015/2016
winter, and the potential for added leverage within 12 months, to
fund the Produquímica put, during a period of elevated capex and
negative free cash flow.
"We affirmed Compass Minerals' ratings as the new credit facility
is largely leverage neutral and will improve financial flexibility
due to the enlarged revolver and extended maturity," said Moody's
analyst, Anastasija Johnson. "However, following the mild 2015-2016
winter, increased capital spending for expansions in 2016 and the
possibility that the remaining 65% ownership of Produquímica could
be put to Compass within the next 12 months elevates the risk that
leverage could increase above expected levels for the Ba1 rating."
Moody's took the following actions:
Issuer: Compass Minerals International, Inc.
Ratings Assigned:
$300 million Senior Secured Revolving Credit Facility due July
2021, at Ba1 LGD 3
$400 million Senior Secured Term Loan A due July 2021, at Ba1
LGD3
Ratings Affirmed:
Corporate Family Rating, at Ba1
Probability of Default Rating, at Ba1-PD
$250 million Senior Unsecured Notes due July 2024, at Ba2 LGD5
Outlook revised to negative from stable
Lowered Speculative Grade Liquidity Rating to SGL-3 from SGL-2
The ratings on the existing senior secured bank credit facility
will be withdrawn upon the completion of the refinancing.
RATINGS RATIONALE
The Ba1 corporate family rating (CFR) reflects Compass Minerals'
low leverage of 2.4x (Debt/EBITDA), strong Retained Cash Flow
(22.1% RCF/Debt), and EBITDA margins over 30% for the past five
years and over 38% for the FYE 2015. The rating also reflects
Compass Minerals' secure access to high quality and low-cost salt
deposits, and efficient distribution network that utilizes low-cost
water transportation. The company is also the largest North
American producer of sulfate of potash (SOP) fertilizer and
benefits from its low-cost production of SOP from naturally
occurring brines. The ratings are limited by Compass Minerals small
scale as measured by net sales, net assets, as well as a narrow
product portfolio that is significantly exposed to weather-driven
demand volatility for rock salt. Compass Minerals' salt segment
represents approximately 80% of net sales, while the plant
nutrition fertilizer business contributes roughly 20%. The
weather-dependent highway deicing business, which is a part of the
salt segment, alone generates around 50% of the company's net
sales. The warm winter of 2015/16 will likely put pressure on rock
salt prices in the current contract season and volumes may decline
further if the beginning of the 2016/17 winter is warm as well.
Additionally, the rating reflects the mature and seasonal nature of
the highway deicing business in the US, as well as the company's
need to pursue capital projects or acquisitions in order to provide
a more substantial increase in revenue and earnings growth.
Compass Minerals has adequate liquidity, as reflected by the SGL-3
rating. Pro forma for the proposed refinancing, the company will
have $6 million of cash on hand and Moody's expects Compass
Minerals to cover its basic cash obligations, including interest,
dividends and maintenance capital expenditures from internally
generated cash flows. However, in order to achieve its target
EBITDA of $500 million by 2018, Compass Minerals' expansion plans
in both the salt and SOP segments will elevate capital spending in
2016 to $175-$190 million. While the company has scaled back its
multi-year capex program, lower by about $100 million from initial
projections, capital expenditures will remain elevated through 2017
for the completion of cost saving and expansion projects. The
growth capital spending will result in negative free cash flow in
2016 and Moody's expects the company to draw on its proposed $300
million revolver to support the expansion project spending. Moody's
also expects the company to use its revolver for working capital
needs as the highway deicing salt business is seasonal, with most
sales and cash receipts occurring during the winter months.
The company also has a potential obligation tied to its December
2015 acquisition of an equity stake in Brazil based Produquímica
Industria e Comercio S.A. If the majority shareholders exercise
their put option in October 2016, Compass Minerals would need to
fund the acquisition of the remaining 65% of Produquímica's
equity-- roughly $250 million- by early 2017. In this event,
leverage could rise to the 3.5x range. Moody's expectations for
lower salt profitability, along with elevated capital spending
through 2017 could slow the company's ability to reduce leverage
and return metrics to levels that would fully support the Ba1
rating.
The proposed first-lien senior secured credit facilities, the $300
million revolver and the $400 million term loan due in July 2021,
are rated Ba1, at the same level as the Ba1 CFR, reflecting their
preferential position in the capital structure and the loss
absorption cushion provided by the unsecured notes and other
unsecured obligations. The $250 million senior unsecured notes due
in July 2024 are rated Ba2, one notch below the Ba1 CFR, reflecting
their subordinated ranking in the capital structure. The secured
facilities are secured and guaranteed by all material subsidiaries
in the United States, Canada, and the UK.
The negative outlook reflects the mild 2015/2016 winter season,
that portends weaker 2016 earnings, as well as the possibility that
the put option for Produquímica could be exercised by the majority
shareholders in October 2016. A 2016 exercise of the put option
could elevate Compass Mineral's leverage ratio near 3.5x by early
2017 and may reduce the company's liquidity. (If the put option is
exercised, Compass Minerals will also assume Produquímica's
existing debt of approximately $100 million (denominated in
Brazilian Reals).)
There is little upward pressure on the rating due to the mild
winter 2015/2016 season and potential for added leverage to fund
the Produquímica acquisition. Additionally, Compass Minerals'
business profile, modest size, and secured capital structure limit
its long-term rating to the high-end of the Ba-rating category.
Furthermore, to be considered for an investment-grade rating,
Moody's would expect the company to exhibit an investment-grade
capital structure, comprised only of unsecured debt with extended
maturities; and publicly commit to maintaining investment-grade
financial policies.
Moody's could consider a lower rating if the company's leverage
rises, and is expected to remain, above 3.5x, and its EBITDA margin
falls sustainably to around 20%. Pressure for a downgrade could
result if the Produquímica put option is exercised and if Moody's
expects leverage would remain above 3.5x for at least two years;
the aforementioned metrics are on a Moody's-adjusted basis.
The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013.
Headquartered in Kansas, US, Compass Minerals International, Inc.
(Compass Minerals) is a leading North American producer of salt
used for highway deicing, agriculture applications, water
conditioning, and other consumer and industrial uses. The company
is also a significant producer of SOP used on specialty crops, such
as fruits and nuts, in the US and Canada. For the twelve months
ended December 2015, Compass Minerals generated net sales (gross
revenues after shipping and handling) and a Moody's-adjusted EBITDA
of $837 million and $322 million, respectively.
COMPASS MINERALS: S&P Revises Outlook to Stable & Affirms BB+ CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to stable from positive on Overland Park, Kan.-based
Compass Minerals International Inc. and affirmed its 'BB+'
corporate credit rating on the company. S&P also assigned its
'BBB' issue-level rating to the company's new $400 million term
loan due 2021. The recovery rating is '1', indicating S&P's
expectation of very high (90%-100%) recovery in the event of a
default.
S&P also affirmed the issue-level rating on the company's senior
unsecured debt. The recovery rating on the debt is '3', indicating
S&P's expectation of meaningful (50%-70%; upper half) recovery in
the event of a default.
"The outlook revision reflects our view that the recent largely
debt-financed acquisition of a 35% stake in Produquimica Industria
e Comercia S.A., and the likelihood that Compass Minerals will
pursue a path to ownership, make it less likely that credit
measures will strengthen over the next year," said Standard &
Poor's credit analyst Chiza Vitta. "While this and other ongoing
efforts in the plant nutrition segment come with greater levels of
uncertainty with regard to costs and performance, we recognize the
segment's potential to grow while reducing the overall company's
sensitivity to weather."
The stable outlook reflects S&P's view that Compass Minerals will
maintain its rating over the next year. The revision from the
positive outlook is primarily based on the effect that acquisition
financing has had and may continue to have on credit measures.
S&P could lower the rating if credit measures weaken such that
adjusted leverage exceeds 3x. This could happen if Compass
Minerals pursues debt-financed acquisitions, including increasing
its stake in Produquimica. S&P could also lower the rating if
operating costs and other investments cause liquidity to
deteriorate to a level S&P views to be less than adequate.
S&P could raise the rating if the company maintains current credit
measures while continuing to diversify such that it is less
sensitive to winter weather and more resilient during domestic
downturns. S&P could also lower the rating if the company sustains
leverage below 2x. This could happen if acquisitions are accretive
or contribute to EBITDA expansion relative to debt levels.
CORE ENTERTAINMENT: Moody's Withdraws 'Ca' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew all the ratings of CORE
Entertainment Inc. as the ratings agency does not expect to have
adequate information to monitor the ratings going forward, due to
the issuer's decision to cease participation in the rating
process.
The following ratings were withdrawn:
Issuer: CORE Entertainment Inc.
Corporate Family Rating, Ca
Probability of Default Rating, D-PD
$200 million Senior Secured 1st Lien Term Loan due 2017, Caa2
(LGD2)
$160 million Senior Secured 2nd Lien Term Loan due 2018, Ca
(LGD4)
Outlook, Negative
RATINGS RATIONALE
Moody's has withdrawn the ratings because of inadequate information
to monitor the ratings, due to the issuer's decision to cease
participation in the rating process.
CORE Entertainment, Inc. ("CORE") (fka CKX Entertainment, Inc.)
owns and develops entertainment content worldwide. It holds
proprietary rights to the American Idol and So You Think You Can
Dance series through its co-ownership of these brands. The company
also acquired 100% of Sharp Entertainment LLC, a reality television
production company, in 2012.
COUER MINING: Egan-Jones Cuts LC Sr. Unsecured Rating to CCC+
-------------------------------------------------------------
Egan-Jones Ratings Company raised the local currency senior
unsecured rating on debt issued by Coeur Mining Inc. to CCC+ from
CCC on April 11, 2016. EJR lowered the foreign currency senior
unsecured rating on debt issued by the Company to CCC+ from B-.
Coeur Mining, Inc. is a precious metals mining company listed on
the Toronto and New York Stock exchanges. It operates four mines
from Alaska to Bolivia and has royalty interests in a four other
operating mines.
CRESTWOOD MIDSTREAM: Moody's Affirms Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Crestwood Midstream Partners
LP's ("Crestwood") Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating (PDR) and the B1 rating on
Crestwood's senior unsecured notes. The SGL-3 Speculative Grade
Liquidity (SGL) Rating was also affirmed. The outlook remains
negative.
In addition, Moody's downgraded Crestwood Holdings LLC's
("Holdings") CFR to B3 from B2, PDR to B3-PD from B2-PD and the
senior secured bank credit facility to B3 from B2. Holdings'
outlook remains negative.
These rating actions follow Crestwood Equity Partners LP's (CEQP)
announcement on April 21, 2016 of its new joint venture with
Consolidated Edison (Con Edison, A3 stable) and a reduction in its
quarterly cash distribution. CEQP and Con Edison through their
subsidiaries entered into definitive agreements to form a joint
venture to own and develop Crestwood's existing natural gas
pipeline and storage business located in northern Pennsylvania and
southern New York. Crestwood will contribute its existing natural
gas pipeline and storage business to a new entity, Stagecoach Gas
Services LLC ("Stagecoach Gas Services" or "JV"), and a subsidiary
of Con Edison will purchase a 50 percent equity interest in
Stagecoach Gas Services for approximately $975 million. The
transaction is expected to be substantially completed in the second
quarter of 2016. The net cash proceeds from this transaction are
expected to be used to retire Crestwood's debt. In addition
Crestwood declared the partnership's quarterly cash distribution of
$0.60 per limited partner unit for the quarter ended March 31,
2016, a reduction of approximately 56% from the fourth quarter 2015
distribution.
"The rating affirmation of Crestwood reflects the planned leverage
reduction and the expected material improvement in coverage ratios
through the reduction in distributions. However, the reduction in
distributions by Crestwood materially decreases Holdings' cash
flows and increases its stand-alone financial leverage metrics,
resulting in the downgrade of its ratings," commented Sreedhar
Kona, Moody's Senior Analyst.
Issuer: Crestwood Midstream Partners LP
Affirmations:
Probability of Default Rating, Affirmed Ba3-PD
Speculative Grade Liquidity Rating, Affirmed SGL-3
Corporate Family Rating, Affirmed Ba3
Senior Unsecured Regular Bond/Debentures, Affirmed B1 (LGD5 from
LGD4)
Outlook Actions:
Issuer: Crestwood Midstream Partners LP
Outlook, Remains Negative
Issuer: Crestwood Holdings LLC
Downgrades:
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Corporate Family Rating, Downgraded to B3 from B2
Senior Secured Term Loan , Downgraded to B3 (LGD 4) from B2 (LGD
4)
Senior Secured Term Loan B, Downgraded to B3 (LGD 4) from B2 (LGD
4)
Outlook Actions:
Issuer: Crestwood Holdings LLC
Outlook, Remains Negative
RATING RATIONALE
The affirmation of Crestwood's Ba3 CFR reflects the positive
benefits of the announced transactions, which should reverse the
recent rise in financial leverage and provide the partnership with
much improved coverage of its distributions, addressing two issues
that were pressuring ratings. The size of the planned debt
reduction using the proceeds of the JV will result in a meaningful
improvement in leverage metrics at Crestwood. The significant
reduction in distributions will improve Crestwood's liquidity and
will further contribute to the improvement of its credit metrics.
These benefits are partially tempered by the sale of a portion of
its storage and transportation assets to the JV, which are among
Crestwood's most stable cash flow producing assets. Pro forma for
the proposed JV transaction and the subsequent debt reduction,
Moody's projects Crestwood's debt to EBITDA ratio at around 4.5x at
the end of 2017, and around 5.4x when including Holdings debt. This
is a meaningful improvement over our previous expectations and
supports the Ba3 CFR.
The negative outlook reflects the potential weakening of
Crestwood's EBITDA caused by falling production volumes as
exploration and production (E&P) companies reduce drilling activity
in some of Crestwood's core operating areas. It also incorporates
some execution risk regarding the JV transaction and planned debt
reduction. Holdings' outlook is also negative, consistent with
Crestwood's outlook given its reliance on Crestwood's distributions
to service its obligations.
Crestwood's senior notes are unsecured and have a subordinated
claim to the partnership's assets behind the $1.5 billion senior
secured revolving credit facility. Given the substantial amount of
priority-claim secured debt in the capital structure, the notes are
rated B1, one notch below the Ba3 CFR. CEQP preferred units ($500
million outstanding) are structurally subordinated to Crestwood's
debt obligations.
While the reduction in distributions significantly improves
Crestwood's coverage of its distributions, this greatly reduces the
cash flows received by Holdings. Moody's projects that Holdings
ratio of its stand-alone debt to the distributions it receives from
Crestwood will rise to approximately 8x. This increased stand-alone
financial leverage resulted in the downgrade of Holdings' CFR to
B3. The three notch differential between Holdings B3 CFR and
Crestwood's Ba3 CFR captures the structural subordination of
Holdings debt to the debt at Crestwood and the preferred units and
third party ownership of LP units at CEQP, combined with its weak
stand-alone financial profile. Holdings' senior secured term loan
(approximately $356 million outstanding as of December 31, 2015) is
the only class of debt in its capital structure and therefore it is
rated B3, the same as Holdings' CFR.
Crestwood's SGL-3 rating reflects Moody's expectation that
Crestwood will have adequate liquidity through mid-2017. Crestwood
has a revolving credit facility of $1.5 billion that matures in
September 2020. As of December 31, 2015, approximately $735 million
was outstanding under this revolving credit facility and the
partnership has $399.0 million of available borrowing capacity
considering the most restrictive debt covenants in the credit
agreement. Moody's expects the partnership to be in compliance with
its financial covenants through 2017 and that it will be able to
fund basic cash obligations and maintenance capital expenditures
through internal sources and any growth capital spending can be
funded through revolver borrowings as needed.
Holdings should also have adequate liquidity through mid-2017. In
addition to having approximately $40 million of cash as of December
31, 2015, Holdings relies on limited partner distributions from
CEQP, to service its obligations. Crestwood's senior notes have
maturities ranging from 2020 through 2023. Holdings $400 million
term loan (original principal amount) was comprised of a $15
million tranche maturing in December 2017 with the remainder
maturing in June 2019. Approximately $356 million of the term loan
was outstanding in aggregate as of December 31, 2015 with quarterly
amortization of $1 million.
Crestwood's ratings could be downgraded if the debt reduction is
not achieved as proposed or if the volume declines are
significantly higher than expected resulting in leverage (debt to
EBITDA ratio) sustained above 5.5x or if liquidity weakens
materially. An increase of Holdings' debt could also trigger a
downgrade of Crestwood's ratings. Holdings' ratings could be
downgraded if Crestwood is downgraded or if Holdings' stand-alone
financial leverage increases further from forecasted levels because
of further distribution cuts or increases in debt.
An upgrade of Crestwood could be considered if the volumes are
maintained across the Crestwood system resulting in Crestwood
leverage of less than 4.0x, family leverage (including Holdings
debt) of less than 5.0x and distribution coverage above 1.1x on a
sustained basis. An upgrade at Holdings is unlikely through 2016
given its elevated leverage profile. In order to be considered for
an upgrade, Holdings' standalone leverage has to be reduced to less
than 5.0x along with adequate cushion to service debt.
Crestwood is a wholly owned subsidiary of the master limited
partnership (MLP), Crestwood Equity Partners LP (CEQP). Crestwood
provides midstream solutions to customers in the crude oil, natural
gas liquids and natural gas sectors of the energy industry. Through
its ownership in CEQP, Holdings, a private holding company owned
primarily by a fund managed by First Reserve Corporation (First
Reserve), indirectly controls Crestwood.
CULVERTS PLUS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Culverts Plus, Inc.
dba CPI Supply
dba CPI Marketing Group
dba Clark County Supply
2900 Mitchell Road
P.O. Box 249
Bedford, IN 47421
Case No.: 16-90624
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Southern District of Indiana (New Albany)
Judge: Hon. Basil H. Lorch III
Debtor's Counsel: Samuel D. Hodson, Esq.
TAFT STETTINIUS & HOLLISTER LLP
One Indiana Square, Suite 3500
Indianapolis, IN 46204
Tel: 317-713-3557
E-mail: shodson@taftlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas Jerry Best, vice president of
finance.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb16-90624.pdf
CYCLONE POWER: Tonaquint, et al., Hold 9.9% Stake
-------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on April 20, 2016, Tonaquint, Inc., Utah Resources
International, Inc., Inter-Mountain Capital I Corp., JFV Holdings,
Inc., and John M. Fife disclosed that they beneficially own
86,045,424 shares of common stock of Cyclone Power Technologies
Inc. representing 9.99 percent of the shares outstanding. A copy
of the regulatory filing is available at http://is.gd/YQ4XGo
About Cyclone Power
Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation. The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.
Cyclone Power reported a net loss of $3.79 million on $715,000 of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $3 million on $1.13 million of revenues for the year ended
Dec. 31, 2012.
The Company's balance sheet at Sept. 30, 2014, showed $2.41 million
in assets, $3.16 million in liabilities, and a
stockholders' deficit of $748,000.
Mallah Furman, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013. The independent auditors noted that
the Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.
DEVON ENERGY: Egan-Jones Cuts LC Sr. Unsecured Rating to BB-
------------------------------------------------------------
Egan-Jones Ratings Company downgraded the local currency senior
unsecured rating on debt issued by Devon Energy Corp. to BB- from
BB on April 13, 2016. EJR also lowered the foreign currency senior
unsecured rating on the Company's debt to BB- from BBB.
Devon Energy Corporation is an independent natural gas, natural gas
liquids, and petroleum producer focused on onshore exploration and
production in North America.
DRAFTDAY FANTASY: Borrows Additional $225,000 from Sillerman
------------------------------------------------------------
As reported on DraftDay Fantasy Sports, Inc.'s Current Report on
Form 8-K filed March 30, 2016, the Company entered into a Secured
Line of Credit with Sillerman Investment Company VI, LLC on March
29, 2016. On April 18, 2016, the Company borrowed an additional
$200,000 under the Secured Line of Credit. On April 20, 2016, the
Company borrowed an additional $25,000 under the Secured Line of
Credit. A total of $313,000 has been advanced under the Secured
Line of Credit.
About DraftDay
DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers
a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams. DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake. Sportech
owns 35%. By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market. DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.
As of Dec. 31, 2015, Draftday had $38.81 million in total assets,
$60.08 million in total liabilities, $12.28 million in series C
convertible redeemable preferred stock, and a $33.54 million total
stockholders' deficit.
"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue. Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed. There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the Company's quarterly report
for the period ended Dec. 31, 2015.
ERF WIRELESS: Tonaquint, et al., Report 9.9% Stake
--------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission on April 20, 2016, Tonaquint, Inc., Utah Resources
International, Inc., Inter-Mountain Capital I Corp., JFV Holdings,
Inc., and John M. Fife disclosed that they beneficially own
59,953,288 shares of common stock of ERF Wireless, Inc.,
representing 9.99 percent of the shares outstanding. A copy of the
regulatory filing is available at http://is.gd/3JtldC
About ERF Wireless
Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum of
customers in primarily underserved, rural and suburban parts of the
United States.
ERF Wireless reported a net loss attributable to the company of
$7.26 million in 2013, a net loss of $4.81 million in 2012, and a
net loss of $3.37 million in 2011.
As of Sept. 30, 2014, the Company had $3.59 million in total
assets, $10.4 million in liabilities, and a $6.84 million
shareholders' deficit.
FORESIGHT ENERGY: Forbearance Agreement Extended Until May 6
------------------------------------------------------------
Foresight Energy LLC and Foresight Energy Finance Corporation,
together with Foresight Energy LP and certain other subsidiaries of
Foresight Energy LP again extended the term of the existing
forbearance agreement that was entered into on Dec. 18, 2015, with
certain holders of the Issuers' 7.875% Senior Notes due 2021. As a
result of the extension, the forbearance period runs through
May 6, 2016, unless further extended by the Consenting Noteholders
in their sole discretion or unless earlier terminated in accordance
with its terms.
The extensions are intended to provide additional opportunity to
engage in discussions and negotiations with the holders of the
Notes and the Company's secured lenders, according to a Form 8-K
report filed with the Securities and Exchange Commission.
About Foresight Energy
Foresight Energy mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure. The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities. The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations. Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.
Foresight Energy reported a net loss attributable to limited
partner units of $39.47 million on $984.85 million of total
revenues for the year ended Dec. 31, 2015, compared to net income
attributable to limited partner units of $70.19 million on $1.10
billion of total revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Foresight had $1.83 billion in total assets,
$1.81 billion in total liabilities and $18.88 million in total
partners' capital.
Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015, noting that the Partnership is in
default of certain provisions of its long-term debt and capital
lease obligations, resulting in a working capital deficit as of
Dec. 31, 2015. These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.
* * *
The Troubled Company Reporter on March 22, 2016, reported that
Standard & Poor's Ratings Services said it lowered its corporate
rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'.
As reported by the TCR on March 29, 2016, Moody's Investors
Service downgraded all ratings of Foresight Energy, including the
corporate family rating to 'Caa3' from 'Caa1'.
FOREST PARK FORT WORTH: Hires Wagner Eubank as Accountant
---------------------------------------------------------
Forest Park Medical Center at Fort Worth, LLC, seeks authority from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Wagner Eubank & Nichols, L.L.P., as accountants to the
Debtor, nunc pro tunc to January 10, 2016.
Forest Park Medical requires Wagner Eubank to prepare the U.S.
Return of Partnership Income (Form 1065) and the Texas Franchise
Tax Report and Public Information Report for the year ended
December 31, 2015 for Forest Park Medical Center at Fort Worth,
LLC.
Debtor will pay $25,000 retainer to Wagner Eubank. The retainer has
not yet been paid to Wagner Eubank
Wagner Eubank will be paid at these hourly rates:
Peter R. Moore $315
Partners $275-$340
Managers $185-$245
Supervisor/Senior $145-$175
Staff $90-$110
Administrative $70
Wagner Eubank will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The following is provided in response to the request for additional
information as follows:
-- Wagner Eubank has in the past and currently provides
professional services, such as tax preparation services,
to certain entities affiliated with or related to the
Debtor. Wagner Eubank has been engaged to perform tax
preparation services for Forest park Medical Center at
Southlake, LLC, which is affiliated with the Debtor and is
also a debtor-in-possession in a chapter 11 case pending in
the bankruptcy Court as Case No. 16-40273-rfn11. In
addition, Wagner Eubank provides tax preparation services
to certain entities that have been involved in the
management of the Debtor (commonly referred to as the
"Vibrant entities") and which are connected to the Debtor.
Peter R. Moore, of Wagner Eubank & Nichols, L.L.P., 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.
Wagner Eubank can be reached at:
Peter R. Moore
WAGNER EUBANK & NICHOLS, L.L.P.
5950 Berkshire Lane, Suite 900
Dallas, TX 75225
Tel: (214) 692-6800
Fax: (214) 692-7844
About Forest Park Medical
Forest Park Medical Center at Fort Worth, LLC is a doctor-owned
Texas limited liability company that owns and operates the Forest
Park Medical Center, a state of the art medical facility, including
private rooms, family suites and intensive care rooms located in
West Fort Worth, Texas. The hospital employs 175 persons on a
full-time or part-time basis. The hospital offers a broad range of
surgical services.
Forest Park Medical Center at Fort Worth filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft.
Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides
over the case.
The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.
J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald
Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves
as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron
Financial Group, Inc. as co-investment bankers.
Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the
Debtor's hospital in Forth Worth. Vibrant is the manager of the
hospital operations of Debtor, and FPMC Services employs the
employees at Debtor's hospital and those dedicated to servicing the
hospital's "back office" operations. They are represented by
William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert
M. Millimet, Esq., at Brewer, Attorneys & Counselors.
An Official Committee of Unsecured Creditors has been appointed in
this case by the United States Trustee, and is represented by Cole
Schotz PC and Arent Fox, LLP lawyers.
FPUSA LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: FPUSA, LLC
10314 WCR 72
Midland, TX 79707
Case No.: 16-40742
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Judge: Hon. Brenda T. Rhoades
Debtor's Counsel: John T. Richer, Esq.
HALL ESTILL HARDWICK GABLE GOLDEN NELSON, P.C.
320 South Boston Svenue, Suite 200
Tulsa, OK 74103-3706
Tel: (918) 594-0612
Fax: (918) 594-0505
E-mail: jricher@hallestill.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Russell, sole executive committee
member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb16-40742.pdf
GENERAL STEEL: Receives Noncompliance Notice From NYSE
------------------------------------------------------
General Steel Holdings, Inc. announced that on April 15, 2016, the
Company received a notice from the New York Stock Exchange
indicating that the Company is not in compliance with the NYSE's
continued listing requirements under the timely filing criteria
established in Section 802.01E of the NYSE Listed Company Manual as
a result of its failure to timely file its Annual Report on Form
10-K for the fiscal year ended Dec. 31, 2015.
As previously disclosed in its Notification of Late Filing on Form
12b-25 filed with the SEC on March 30, 2016, the Company has
delayed filing its Form 10-K because the Company requires
additional time to complete the preparation of its consolidated
financial statements and the accompanying footnotes in time for
filing.
"Currently the Company is working diligently with its auditor to
compile and disseminate the information required to be included in
the Form 10-K, as well as the required audit of the Company's
financial information. The Company expects to file the Form 10-K
in the near future, and before the deadline set by the NYSE," the
Company said.
The NYSE informed the Company that, under the NYSE's rules, the
Company will have six months from March 30, 2016, to file the Form
10-K with the SEC. The Company can regain compliance with the NYSE
listing standards at any time before that date by filing the Form
10-K with the SEC. If the Company fails to file the Form 10-K
before the NYSE's compliance deadline, the NYSE may grant, at its
discretion, an extension of up to six additional months for the
Company to regain compliance, depending on the specific
circumstances. The notice from the NYSE also states that the NYSE
may nevertheless commence delisting proceedings at any time during
the period that is available to the Company to complete the filing
if it deems that the circumstances warrant. Under NYSE rules,
until the Company files the Form 10-K, its common stock will be
subject to the ".LF" indicator to signify its late filing status at
www.nyse.com.
About General Steel Holdings
General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe. General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.
General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013.
As of Sept. 30, 2015, General Steel had $1.12 billion in total
assets, $2.82 billion in total liabilities and a $1.69 billion
total deficiency.
Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has an accumulated deficit,
has incurred a gross loss from operations, and has a working
capital deficiency at Dec. 31, 2014. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
GENIUS BRANDS: Rebecca Hershinger Named Chief Financial Officer
---------------------------------------------------------------
Rebecca Hershinger was appointed to the position of chief financial
officer of Genius Brands International, Inc., effective April 18,
2016, according to a Form 8-K report filed with the Securities and
Exchange Commission. Ms. Hershinger replaced Michael D. Handelman
who resigned from his position as chief financial officer of the
Company, effective as of that date.
Pursuant to an employment agreement, Ms. Hershinger will be
entitled to be paid a salary at the annual rate of $175,000 per
year, which salary will be increased to $190,000 per year not later
than Oct. 1, 2016. The term of the Employment Agreement is one
year with a mutual option for an additional one year period. Ms.
Hershinger will be reimbursed for certain moving and related
expenses associated with her relocation from Park City, Utah to Los
Angeles, California. In addition, Ms. Hershinger will be entitled
to receive a grant of stock options commensurate with those given
to the Company's executive vice president and an annual
discretionary bonus based on her performance.
Ms. Hershinger's employment may be terminated either (i) upon the
end of the term, (ii) at any time by the Company for Cause (as
defined in the Employment Agreement) or (iii) upon an event of
retirement, death or disability. Upon the termination or
expiration of Ms. Hershinger's employment with the Company and for
a period of three years thereafter, certain amounts paid to Ms.
Hershinger, including any discretionary bonus and stock based
compensation, but excluding her base salary, reimbursement of
certain expenses, and paid time off days, will be subject to the
Company's clawback right upon the occurrence of certain events
which are adverse to the Company.
Under the Employment Agreement, Ms. Hershinger is also subject to
confidentiality, non-competition and non-solicitation provisions
and has agreed not to compete with the Company during the term of
her employment and for a period of twelve months following the
termination of her employment.
Ms. Hershinger, 42, has over 20 years of finance and accounting
experience. She served as the chief financial officer of the
Company from October 2014 through June 2015 and as a consultant to
the Company beginning in March 2014. In 2012, she founded CFO
Advisory Services Inc., an accounting and business advisory
services firm, headquartered in Park City, UT. From 2008 through
2012, Ms. Hershinger was chief financial officer and vice
president, finance & corporate development for SpectrumDNA, Inc.,
formerly a social media marketing and application development
company that had been located in Park City, UT. Hershinger was an
independent financial consultant in San Francisco between 2007 and
2008. Ms. Hershinger was employed by Metro-Goldwyn-Mayer, Inc. in
Los Angeles, California from 1999 to 2005, holding various
positions ultimately rising to the level of Vice President, Finance
& Corporate Development. Between 1995 and 1998, Ms. Hershinger
worked as an analyst for JP Morgan Chase & Co in Los Angeles and
New York. Ms. Hershinger received her Bachelor of Science in
Business Administration from Georgetown University, McDonough
School of Business, in Washington, D.C. and a Master in Business
Administration (MBA) from The Wharton School, University of
Pennsylvania. She also completed studies at the International
Finance & Comparative Business Policy Program at Oxford University,
Oxford England.
About Genius Brands
Beverly Hills, Calif.-based Genius Brands International, Inc.,
creates and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.
Genius Brands reported a net loss of $3.48 million on $907,983 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $3.72 million on $926,000 of total revenues for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Genius Brands had $18.87
million in total assets, $4.74 million in total liabilities and
$14.1 million in total equity.
GLOBALSTAR INC: Named Kenneth Young to Board Committee
------------------------------------------------------
The Board of Directors of Globalstar, Inc. appointed Kenneth M.
Young as a member of the Board's Nominating and Governance
Committee effective April 18, 2016, according to a Form 8-K report
filed with the Securities and Exchange Commission. Mr. Young was
appointed as a Class C director of the Company effective Nov. 3,
2015.
About Globalstar, Inc.
Globalstar is a leading provider of mobile satellite voice and
data services. Globalstar offers these services to commercial and
recreational users in more than 120 countries around the world.
The company's products include mobile and fixed satellite
telephones, simplex and duplex satellite data modems and flexible
service packages. Many land based and maritime industries benefit
from Globalstar with increased productivity from remote areas
beyond cellular and landline service. Globalstar customer
segments include: oil and gas, government, mining, forestry,
commercial fishing, utilities, military, transportation, heavy
construction, emergency preparedness, and business continuity as
well as individual recreational users. Globalstar data solutions
are ideal for various asset and personal tracking, data monitoring
and SCADA applications.
Globalstar reported net income of $72.3 million on $90.5 million of
total revenue for the year ended Dec. 31, 2015, compared to a net
loss of $463 million on $90.1 million of total revenue for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Globalstar had $1.23
billion in total assets, $996 million in total liabilities and $237
million in total stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of
Globalstar, Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
GREENSHIFT CORP: Rosenberg Rich Expresses Going Concern Doubt
-------------------------------------------------------------
Greenshift Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$15.8 million on $9.46 million of revenue for the year ended Dec.
31, 2015, compared to net income of $941,000 on $12.8 million of
revenue for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Greenshift had $6.95 million in total assets,
$15.3 million in total liabilities, and a total stockholders'
deficit of $8.39 million.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has incurred operating losses, and current liabilities
exceeded current assets by approximately $11.4 million as of Dec.
31, 2015. In addition, the Company has guaranteed significant debt
of its parent company. These conditions raise substantial doubt
about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/29D2nF
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
GROW CONDOS: Signs Two Agreements with Tangiers Global
------------------------------------------------------
Grow Condos, Inc., as of April 15, 2016, entered an Investment
Agreement and a Registration Rights Agreement with Tangiers Global,
LLC, a Wyoming limited liability company.
The agreements require the Company to file a registration statement
for the common stock underlying the IA. Subject to various
limitations set forth in the IA, Tangiers, after effectiveness of
such registration statement, is required to purchase up to
$5,000,000 worth of the Company's common stock at a price equal to
82.5% of the market price as determined under the IA (prior five
trading days). The IA provides for volume limitations on the
amount of shares that Tangiers must purchase at any time and
provides that the Registrant will be paid for the common stock from
5 to 7 days from the put notice to Tangiers.
Any funds realized through the IA will be used by the Company as
working capital for its operations, the Company disclosed in a Form
8-K report filed with the Securities and Exchange Commission.
About Grow Condos
Grow Condos, Inc. operates as a real estate purchaser, developer,
and manager of specific use industrial properties in the United
States. The company provides condo type turn-key grow facilities
to support cannabis growers. It is also involved in the
development, lease, ownership, and provision of investment sales
opportunities for commercial industrial properties focused in the
cannabis production arena. The company is based in Eagle Point,
Oregon.
As of Dec. 31, 2015, Grow Condos had $1.27 million in total assets,
$1.22 million in total liabilities and $53,209 in total
shareholders' equity.
Grow Condos reported a net loss of $251,338 for the year ended June
30, 2015, following a net loss of $11.18 million for the year ended
June 30, 2014.
The Company's auditors John Scrudato CPA, Califon, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2015, citing that
"the Company operates with an industry that is illegal under
federal law, has yet to achieve profitable operations, has a
significant accumulated deficit and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable profitable operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern."
HARBORVIEW TOWERS: Lender Objects to Cash Collateral Use
--------------------------------------------------------
Lender Howard Bank objects to Council of Unit Owners of the 100
Harborview Drive Condominium's Motion to Use of Cash Collateral to
preserve its rights and to ensure that it is adequately protected
by the Debtor's continued use of cash collateral in the event that
the Lender, the Debtor and Penthouse 4C, LLC, are unable to reach a
form of cash collateral order acceptable to the Lender.
According to the Lender, the Debtor is obligated to the Lender on
account of, among other things, a secured Renovation Loan,
amounting to approximately $7,821,823.73 as of Petition Date, and
pursuant to the Security Agreements and corresponding financing
statements filed with the Maryland Department of Assessments and
Taxation, the Renovation Loan is secured by a perfected first
priority security interest in all of the Debtor's assets, along
with the proceeds of such assets.
On the other hand, the Lender narrates that prior to the Petition
Date, PH4C served writs of garnishment on the Lender, seeking to
exercise remedies against the bank accounts of the Debtor, and
froze the Debtors’ accounts, while no judgment of absolute
condemnation has been entered in favor of PH4C. Likewise, the
Lender further states although the Lender, the Debtor and counsel
for PH4C have been engaged in discussions concerning the form of
cash collateral order, PH4C's legal positions became unclear
following the entry of the Interim Order.
Such that, the Lender has sought and has been granted by the Court
for Adequate Protection, in order to confirm that the Debtor’s
continued use of cash collateral would not result in liability to
the Lender on account of the prepetition garnishments by PH4C.
Howard Bank is represented by:
Michael D. Nord, Esq.
Lisa Bittle Tancredi, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, Maryland 21202
Telephone: 410.385.5072
Facsimile: 443.957.1929
Email: mnord@gebsmith.com
ltancredi@gebsmith.com
About Council of Unit
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
Dr. Reuben Mezrich signed the petition as president. The Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million. Yumkas, Vidmar, Sweeney &
Mulrenin, LLC represents the Debtor as counsel. Judge James F.
Schneider is assigned to the case.
HARBORVIEW TOWERS: Opposes Bid to Dismiss Ch. 11 Case
-----------------------------------------------------
Council of Unit Owners of the 100 Harborview Drive Condominium,
joined by Howard Bank, opposes Penthouse 4C, LLC's Motion to
Dismiss the Bankruptcy Case for Lack of Authority to File, arguing
that PH4C fails to establish cause necessary to dismiss this
bankruptcy case for PH4C is only seeking to terminate the
Debtor’s reorganization effort and any hope for an organized
repayment plan.
According to the Debtor, it has initiated its bankruptcy case
because PH4C has garnished the Debtor's bank accounts at Howard
Bank and Citizens Bank, and is preventing the Debtor from paying
for basic services necessary to the health, safety and security to
its condominium owners. Dismissal of the bankruptcy case would
return the Debtor to that precarious and untenable state, depriving
the Debtor -- and all of its creditors -- of the protections and
the orderly process that the Bankruptcy Code affords, the Debtor
asserts.
The Debtor emphasizes that PH4C is incorrect when it assert in its
Motion to Dismiss that approval of the bankruptcy requires a
majority of the Unit Owners of the Debtor when there is no such
requirement in the By-laws and there is no provision in the By-laws
that even mentions bankruptcy or insolvency as a matter requiring
Unit Owner approval.
Pursuant to the By-laws, “the affairs of the condominium shall be
governed by the Council of Unit Owners, an unincorporated legal
entity, comprised of all the unit owners, acting through its Board
of Directors, elected or appointed for the purpose of carrying out
the responsibilities of the Council, all in the manner and to the
extent hereinafter provided, and subject to the right and power of
the Council, or the Board, to employ a manager to administer and
supervise the condominium project," and none of the Council's
enumerated rights powers directly or indirectly include the power
to file for bankruptcy, to restructure or to reorganize.
The Debtor relates that its Board, acting within the powers
conferred upon it by the By-laws, discussed the financial condition
of the Council and the troubled financial circumstances resulting
from PH4C's garnishments that froze of all of the Debtor's
accounts, unanimously approved and authorized the filing of the
bankruptcy petition as it forestalls the imminent risks to its Unit
Owners.
Moreover, the Debtor further tells the Court that over the past six
years, the Debtor has been embroiled in contested mandatory
arbitration and litigation with PH4C resulting in judgments entered
against the Debtor in the total amount of $3,456,279, such that,
the Debtor had no other option but to seek bankruptcy protection to
stabilize its affairs and formulate a plan to deal with all of its
obligations
Council of Unit Owners of the 100 Harborview Drive Condominium is
represented by:
Paul Sweeney, Esq.
Lisa Yonka Stevens, Esq.
YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC
10211 Wincopin Circle, Suite 500
Columbia, Maryland 21044
Telephone: (443) 569-5972
Email: psweeney@yvslaw.com
lstevens@yvslaw.com
Howard Bank is represented by:
Michael D. Nord, Esq.
Lisa Bittle Tancredi, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, Maryland 21202
Telephone: 410.385.5072
Facsimile: 443.957.1929
Email: mnord@gebsmith.com
ltancredi@gebsmith.com
About Council of Unit
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
Dr. Reuben Mezrich signed the petition as president. The Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million. Yumkas, Vidmar, Sweeney &
Mulrenin, LLC represents the Debtor as counsel. Judge James F.
Schneider is assigned to the case.
HARROGATE INC: Fitch Affirms 'BB+' Ratings on $10.6MM 1997 Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Harrogate, Inc.:
-- $10,680,000 of New Jersey Economic Development Authority
revenue refunding bonds, series 1997.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a gross revenue pledge, a mortgage on
certain property and equipment and a debt service reserve fund.
KEY RATING DRIVERS
ILU OCCUPANCY CHALLENGES CONTINUE: Higher attrition rates over the
last two years and lower than budgeted move-ins led to Harrogate's
independent living unit (ILU) occupancy falling to a low 74% in
2015, from 78% in 2013. Management's 2016 budget assumes 38
move-ins. Fitch believes this is an aggressive target relative to
historical levels. However, given the recent sales success of
combined units and stabilization in Harrogate's marketing
department the 2016 sales goal is achievable.
WEAK OPERATING PROFITABILITY: The lower occupancy pressured
Harrogate's operating performance with a 111% operating ratio and a
8.1% net operating margin (NOM) adjusted in 2015 (based on draft
audit financials).
ADEQUATE LIQUIDITY: Liquidity is adequate for the rating level with
173 days cash on hand, 61% cash to debt and a 5.3x cushion ratio at
Feb. 29, 2016. However, Harrogate's unrestricted cash declined
nearly 40% in 2015 due to increased capital spending driven largely
by ILU consolidations. The spending down of the balance sheet for
capital should help address Harrogate's high age plant of 20 years,
one of the highest among Fitch's rated senior living facilities.
MANAGEABLE DEBT BURDEN: A key credit strength is Harrogate's
manageable debt burden with maximum annual debt service (MADS)
constituting only 7.9% of annual revenues, compared to Fitch's
'BBB' median of 12.4%. Given the stressed operations, Harrogate's
debt service coverage has weakened over the last two years and was
a thin 1.4x in 2015. However, given the lower debt burden even a
modest improvement in IL occupancy and unit sales should improve
coverage.
LONGER TERM CAPITAL PLANS: Harrogate is in the process of
developing a master facilities plan (MFP), which could include a
replacement of its health care center, as well as further apartment
consolidations and additions. The plan is in the early development
phase and Harrogate will likely wait until occupancy and
profitability have improved before proceeding with the project.
RATING SENSITIVITIES
OPERATING IMPROVEMENT EXPECTED: Harrogate management reports
improved sales momentum in early 2016, which, if continued, should
support stronger operating cash flow and better debt service
coverage for the year. Another year of weak net entrance fee
receipts and/or a material decline in liquidity would lead to a
downgrade.
CREDIT PROFILE
Harrogate is a type 'A' continuing care retirement community (CCRC)
located in Lakewood, New Jersey with 252 ILUs and 68 skilled
nursing facility (SNF) beds. Harrogate has a client services
agreement with Life Care Services (LCS). Total revenues in 2015
were $17 million.
WEAK OCCUPANCY AND PROFITABILITY
Harrogate's operating cash flows and profitability have been very
weak over the last three years, with NOM-adjusted averaging at 6.9%
from 2013 to 2015, and operating ratio averaging at 108.6% over the
same time period. Both ratios are very weak for the rating
category. Profitability has been impacted by weak occupancy, high
resident turnover and a low number of move-ins.
Harrogate's ILU occupancy fell to 74% in 2015, due to the attrition
of 38 residents and low move-ins of only 26 residents. As a result,
its net entrance fees for the year were a modest $2.6 million.
Management is projecting to receive $3.2 million in net entrance
fee receipts in 2016, which assumes 38 move-ins. Fitch considers
the move-in assumption aggressive given historical sales levels.
However, the higher sales budget is achievable as 2016 will be the
first full year that Harrogate operates with three full-time sales
counselors. Harrogate has experienced turnover in its sales
department over the last two years, and 2016 will be the first
whole year of operations with a fully staffed sales team.
DECLINED BUT ADEQUATE LIQUIDITY
Harrogate's unrestricted cash and investments of $7.1 million at
Feb. 29, 2016 equated to 173 days cash on hand, 61% cash to debt
and a 5.3x cushion ratio. Cash and investments declined from $14.2
million at Dec. 31, 2013 due to increased capital expenditures
(averaging 285% of depreciation) over the last two years. Fitch
views the increased capital spending positively, as Harrogate has
historically deferred major renovations, in order to maintain a
stronger balance sheet position, which has resulted in a very high
average age of plant of 22.7 years in 2014. Average age, while
still elevated, improved to 20 years through February of 2016.
Harrogate's balance sheet position has historically been considered
a credit strength, as it was more in line with Fitch's investment
grade medians. While Harrogate's current liquidity profile is
adequate for the 'BB+' rating level, its weak operating
profitability does not allow for further liquidity decline at the
current rating level.
MANAGEABLE DEBT BURDEN
Harrogate's MADS of $1.35 million equated to a manageable 7.9% of
total 2015 revenues as compared to the 'BBB' category median of
12.4%. Harrogate's debt to net available of 6.2x was also solid for
the rating category. Although Harrogate's overall debt burden
remains manageable, its weak operating profitability over the last
two years resulted in low debt service coverage of just 1.4x in
2015 and 1.2x in 2014.
LONGER-TERM CAPITAL PLANS
Harrogate's deferred capital spending over the years has resulted
in an elevated average age of plant of 20.8 year in 2015. Harrogate
began to address the high average age of plant with a number of
apartment consolidations starting in 2014. To date, 13 apartment
combinations have been completed and up to two more combinations
are expected. Out of the completed combinations, 10 have been sold
and occupied. Fitch believes that the apartment combination
initiative is necessary for Harrogate to satisfy market demand and
stay competitive in its service area.
Harrogate is in the process of developing a master facilities plan
(MFP), which could include a replacement of its health care center,
as well as, further apartment consolidations and additions. The
plan is in the early development phase and Harrogate's board will
likely wait until occupancy and profitability have improved prior
to approval.
DEBT PROFILE
The 1997 bonds are fixed rate with a level debt service and MADS of
$1.35 million. There are no swaps outstanding.
DISCLOSURE
Harrogate provides its annual financial statements to the Municipal
Securities Rulemaking Board's EMMA system, along with regularly
scheduled disclosure calls to bondholders. Fitch reports that
disclosure has been timely and complete, with good access to
management.
HATTERAS FINANCIAL: Egan-Jones Cuts Commercial Paper Rating to C
----------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency commercial
paper rating on Hatteras Financial Corp. to C from B on April 11,
2016. EJR also lowered the foreign currency senior unsecured
rating on debt issued by the Company to B from B+.
Hatteras Financial Corp is a United States externally managed
mortgage real estate investment trust founded in 2007 and
headquartered in Winston-Salem, North Carolina.
HEMCON MEDICAL: Has Court OK to Sell Assets to Tricol
-----------------------------------------------------
HemCon Medical Technologies, Inc., sought and obtained authority
from Judge Peter C. McKittrick of the U.S. Bankruptcy Court for the
District of Oregon to sell its assets to Tricol International Group
Limited.
Pursuant to the Bid Procedures Order, Primex Medical Investments
ehf, an Icelandic company, submitted a competing bid on or before
March 18, 2016. Primex and the Debtor agreed upon the terms of an
asset purchase agreement dated March 18, 2016, subsequently amended
in writing prior to the Auction.
On April 4, 2016, Debtor conducted an Auction of the assets between
Tricol and Primex. Both Tricol and Primex were deemed Qualified
Bidders at the Auction. The Debtor announced that the Auction
would proceed to bidding based on the cash component of the
Purchase Price. On the record on April 4, 2016, Debtor agreed in
consultation with the Official Committee of Unsecured Creditors and
Sussex Associates L.P. to modify the bid procedures as set forth on
the record over Tricol's objection. At the conclusion of all
bidding, Tricol was deemed the Successful Bidder with a bid of
$3,250,000, which equals $3,050,000 after giving effect to Tricol's
Break-up Fee credit bid amount, for the cash component of the
Purchase Price. At the conclusion of the Auction, Primex was
deemed the Backup Bidder with a bid of $3,200,000 for the cash
component of the Purchase Price.
The Sale Proceeds Account will be impressed with the liens of
Sussex, Multnomah County and Washington County, which liens will
have the same validity, extent and priority as they had in the
Purchased Assets. The Success Fee due to Healthios Capital
Markets, LLC, shall be paid from the Sale Proceeds Account
The Debtor is authorized to assume Contracts and assign those
Contracts to Tricol. All cure costs associated with the assumption
and assignment of the Contracts shall be paid by Tricol at Closing,
which sum is $595,999. The time to assume and assign the contract
with PAETEC, a Windstream Company, is hereby extended through April
29, 2016, without prejudice to whatever right PAETEC has as of the
date of the Order.
Tricol will pay, in each case at the Closing or when due, all other
obligations, fees, costs, expenses and payments as required by the
Tricol APA at Closing including, but not limited to, the following:
payment of the sum of $142,240, the "Professional Fee Account" in
the approximate sum of $235,000, payment of approximately $145,731
for D&O insurance, payment of accrued PTO as defined in the Tricol
APA in the approximate sum of $97,000, payment of additional
Administrative Expenses in the approximate sum of $90,000, which
includes quarterly fees payable to the U.S. Trustee's Office for
the first and second quarters of 2016 in the estimated amount of
$19,500 and postpetition personal property taxes, and $204,605 for
liabilities to employees. The balance of the Purchase Price in the
approximate sum of $4,860,575 shall be wired by Tricol and received
by Debtor on or before April 15, 2016 for Closing and funding the
initial capital commitments.
According to the Committee, Sussex's request for adequate
protection in the form of a replacement lien on all proceeds
realized from the sale and the manner of allocation of the proceeds
from the sale is unavailing considering that the estate's priority
at this time should simply be obtaining approval of, and promptly
closing, the sale. Moreover, the Committee adds that it is
premature to distribute any proceeds of sale to Sussex, given that
the Committee's investigation into the Sussex liens and claims, as
well as its relationship with the Debtor and the Debtor’s
insiders, is still ongoing, and such investigation may yield a
number of challenges to Sussex's claims, including claims for
equitable subordination or recharacterization.
HemCon Medical Technologies, Inc. is represented by:
Albert N. Kennedy, Esq.
Timothy J. Conway, Esq.
TONKON TORP LLP
888 S.W. Fifth Avenue, Suite 1600
Portland, OR 97204-2099
Telephone: 503-221-1440
Facsimile: 503-274-8779
Email: al.kennedy@tonkon.com
tim.conway@tonkon.com
The Official Committee of Unsecured Creditors is represented by:
Matthew E. McClintock, Esq.
Lead Counsel
GOLDSTEIN & MCCLINTOCK LLLP
208 South LaSalle Street, Suite 1750
Chicago, Illinois 60604
Direct Dial: (312) 219-6732
Facsimile: (312) 277.2305
E-mail: mattm@goldmclaw.com
-- and --
Thomas R. Fawkes, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
208 South LaSalle Street, Suite 1750
Chicago, Illinois 60604
Direct Dial: (312) 219-6702
Facsimile: (312) 216-0734
E-mail: tomf@goldmclaw.com
-- and --
Brian J. Best, Esq.
ZUPANCIC RATHBONE LAW GROUP, P.C.
4949 Meadows Road, Suite 600
Lake Oswego, Oregon 97035
Direct Dial: (503) 210-2241
Facsimile: (503) 968-8017
Email: bbest@zrlawgroup.com
About HemCon Medical Technologies
HemCon Medical Technologies, Inc., began operations in 2001 and
today brings advanced wound care technologies to the worldwide
healthcare market.
HemCon Medical previously filed a Chapter 11 bankruptcy on April
10, 2012, in the District of Oregon (Case No. 12-32652-elp11). The
Debtor's Fifth Amended Plan of Reorganization was confirmed on May
6, 2013, and the Final Decree was entered and the case was closed
on Nov. 20, 2013.
HemCon Medical again filed for Chapter 11 bankruptcy (Bankr. D.
Ore. Case No. 16-30119) on Jan. 15, 2016. The petition was signed
by Michael Wax as president and CEO.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.
Tonkon Torp LLP serves as counsel in the new Chapter 11 case.
HERCULES OFFSHORE: Egan-Jones Hikes FC Sr. Unsec. Rating to B
-------------------------------------------------------------
Egan-Jones Ratings Company raised the foreign currency senior
unsecured rating on debt issued by Hercules Offshore Inc. to B from
CC on April 8, 2016. EJR lowered local currency commercial paper
rating on the Company to C from B, and raised the foreign currency
commercial paper rating to C from D.
Headquartered in Houston, Texas, Hercules Offshore, Inc., together
with its subsidiaries, provides shallow-water drilling and marine
services to the oil and natural gas exploration and production
industry worldwide.
HOLDER GROUP: Wants Examiner, Atty Fees Surcharged to Collateral
----------------------------------------------------------------
The Holder Group Sundance, LLC, filed a motion seeking to surcharge
the secured creditors for the attorney's fees and costs incurred by
specia; counsel for the Debtor and the fees and costs incurred by
the examiner and its professionals.
The Debtor asserts that recognizing that an appointment of the
Examiner is necessary in protecting the financial interests of the
Secured Creditors, the Secured Creditors stipulated that "to the
extent the Estate does not have sufficient funds to pay the Court
approved administrative expense claims of the Examiner, the Banks
shall subordinate their secured claims and liens so that such
approved administrative expense claims shall be paid from the
proceeds from the sale of the Casino." The Stipulation further
provided that "the Examiner, subject to the approval by the Court,
could employ professionals and other persons."
The administrative fees for Scott Scherer, Esq., of Holland & Hart,
LLP, and for the Examiner have been approved by the Court in the
amount of $17,910, and $33,513, respectively, and a fee request by
the Examiner's professionals in the amount of $13,788 is still
pending with the Court. The administrative fees and costs incurred
by Stephen Harris of Harris Law Practice LLC in the amount of
$31,455 have been approved by the Court. It estimated that the
Debtor's attorney has incurred an additional $12,000 in fees and
costs since approval of the first interim request for his fees and
costs.
The fees and costs sought by the Examiner, the Examiner's
professionals, and by Scott Scherer are all incurred for the
benefit of the Secured Creditors and for the purpose of preserving
and enhancing the Secured Creditors' collateral, the Debtor
asserts. Even if the ultimate disposition of the case results in a
foreclosure or the consummation of a sale of the Debtor's assets to
Winner's Hotel and Casino, Inc., only the Secured Creditors will
benefit, as they will either receive ongoing income from the
current lease, payment at the end of the lease term, or funds paid
at the time of foreclosure, the Debtor points out.
The Holder Group Sundance, LLC is represented by:
Stephen R. Harris, Esq.
HARRIS LAW PRACTICE LLC.
6151 Lakeside Drive, Ste. 2100
Reno, NV 89511
Telephone: (775) 786-7600
Email: steve@harrislawreno.com
About The Holder Group Sundance
Reno, Nevada-based The Holder Group Sundance, LLC, filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 15-50157) on Feb.
9, 2015. The petition was signed by Harold D. Holder Sr., the
manager. Stephen R Harris, Esq., at Harris Law Practice LLC serves
as the Debtor's counsel.
The Debtor disclosed in its amended schedules $10,413,690 in assets
and $5,845,301 in liabilities as of the Chapter 11 filing.
HYDROCARB ENERGY: Typenex, et al., Have 9.9% Stake as of April 22
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Typenex Co-Investment, LLC, Red Cliffs Investments,
Inc., JVF Holdings, Inc., and John M. Fife disclosed that as of
April 22, 2016, they beneficially own 2,604,012 shares of common
stock of Hydrocarb Energy Corp representing 9.99 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/BPV2bK
About Hydrocarb Energy
Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.
Hydrocarb Energy Corporation and Galveston Bay Energy, LLC each
filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case Nos.
16-31922 and 16-31923, respectively) on April 13, 2016. The
petitions were signed by Kent Watts as chief executive officer.
Hydrocarb Energy listed total assets of $25.39 million and total
liabilities of $14.31 million. Galveston Bay Energy estimated
assets and liabilities in the range of $10 million to $50 million.
Okin & Adams LLP represents the Debtors as counsel.
INT'L SHIPHOLDING: Egan-Jones Cuts Commercial Paper Rating to C
---------------------------------------------------------------
Egan-Jones Ratings Company downgraded foreign currency commercial
paper rating on International Shipholding Corp. to C from B on
April 14, 2016. EJR also lowered senior unsecured ratings on debt
issued by the Company to CCC.
International Shipholding Corporation, through its subsidiaries,
operates a diversified fleet of U.S. and International Flag vessels
that provide worldwide and domestic maritime transportation
services to commercial and governmental customers primarily under
medium to long-term charters and contracts.
INTELLIPHARMACEUTICS INT'L: Shareholders Elect Six Directors
------------------------------------------------------------
Intellipharmaceutics International Inc. disclosed in a press
release that the six nominees, each of whom was an incumbent
director of the Company, identified in the Management Information
Circular dated March 11, 2016, were elected as directors of the
Company at the annual and special meeting of shareholders of the
Company held April 19, 2016, namely: (1) Dr. Isa Odidi, (2) Dr.
Amina Odidi, (3) John Allport, (4) Bahadur Madhani, (5) Kenneth
Keirstead, and (6) Dr. Eldon R. Smith.
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.
Intellipharmaceutics reported a net loss of US$7.43 million on
US$4.09 million of revenues for the year ended Nov. 30, 2015,
compared to a net loss of US$3.85 million on US$8.76 million of
revenues for the year ended Nov. 30, 2014.
As of Feb. 29, 2016, Intellipharmaceutics had US$3.81 million in
total assets, US$4.86 million in total liabilities and shareholders
deficiency of US$1.05 million.
Deloitte LLP issued a "going concern" opinion on the consolidated
financial statements for the year ended Nov. 30, 2015, citing that
the Company's recurring losses from operations and shareholders'
deficiency raise substantial doubt about its ability to continue as
a going concern.
INTL FCSTONE: Egan-Jones Hikes FC Unsecured Debt Rating to BB
-------------------------------------------------------------
Egan-Jones Ratings Company upgraded the foreign currency senior
unsecured rating of debt issued by INTL. FCStone Inc to BB from BB-
on April 7, 2016.
INTL FCStone Inc is a Fortune 500 financial services firm
specializing in commodity trading (primarily base and precious
metals, energy, textiles, and grains) in addition to foreign
currency exchange and treasury services, securities execution,
fixed income, and asset management. It is headquartered in New York
City, New York.
IPAYMENT INC: S&P Revises Outlook on 'B-' CCR to Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its outlook
on New York City-based iPayment Inc.'s 'B-' corporate credit rating
to negative from stable.
There is no change to the company's 'B' issue-level rating or '2'
recovery rating on the company's first-lien credit facilities. The
'2' recovery rating indicated S&P's expectation of substantial
(70%-90%; upper half of the range) recovery in the event of
default.
There is also no change to the company's 'CCC' issue-level ratings
or '6' recovery ratings on the company's notes. The '6' recovery
rating indicates negligible (0%-10%) recovery in the event of
default.
Since iPayment completed its distressed notes exchange in late
2014, performance in 2015 was stable with net revenue growth of
2.7% to $278 million, a 4.4% increase in dollar value of
transactions processed, and an increase in average volume per
merchant.
"Despite the stability of the business over the last year, the
company's liquidity profile is weak with sizeable near term debt
maturities and minimal flexibility under the leverage covenant of
its credit facility," said Standard & Poor's credit analyst Peter
Bourdon.
The company has historically operated with a tight EBITDA cushion
of compliance to its leverage covenant and although generally
accepted accounting principles EBITDA increased about 4% in 2015,
covenant-calculated EBITDA declined 4.3% over the same time frame,
which resulted in a tightening of the EBITDA cushion to 5% as of
Dec. 31, 2015.
Payment processors in aggregate have benefitted from the increasing
prevalence of cashless and e-commerce transactions the last several
years, but competition to attain new merchants via pricing
concessions and retain merchants via acceptable service has made
for a highly competitive marketplace, especially for smaller
processors, such as iPayment, that service the small and medium
business market. According to Nilson data, iPayment continues to
hold an approximate 1% share of bank card processing volume in the
highly competitive U.S. merchant acquiring services market, whose
participants include much larger participants of First Data Corp.,
Vantiv, Chase Paymentech, Global Payments and a number of like
sized competitors.
Over the past several years, the company has increased the size of
its direct salesforce and S&P expects this initiative will continue
to hold revenue attrition steady in the low- to mid-teen percentage
rates and result in low-single digit revenues growth, steady
profitability, and free cash flow of about $20 million in 2016.
The negative outlook reflects S&P's assessment of iPayment's weak
liquidity profile, with significant near term debt maturities and
narrow flexibility under its credit facility's financial
maintenance covenant.
JOY GLOBAL: S&P Lowers Rating to 'BB+' Over End Market Weakness
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has downgraded
U.S.-based mining equipment manufacturer Joy Global Inc. to 'BB+'
from 'BBB-'. The outlook is negative.
At the same time, S&P lowered its issue-level ratings on the
company's senior unsecured debt to 'BB+' from 'BBB-' and assigned
its '3' recovery rating. The '3' recovery rating reflects S&P's
expectation for meaningful (50%-70%; higher end of the range)
recovery in the event of a payment default.
"The downgrade reflects our expectation that Joy's primary end
market, the mining industry, will continue to face challenging
conditions, particularly because low natural gas prices and
regulatory pressure are contributing to a structural shift in
demand away from thermal coal in the U.S.," said Standard & Poor's
credit analyst Svetlana Olsha. The cyclical decline in the broader
mining industry, due largely to a slowdown in China, has
contributed to commodity oversupply conditions. Because of this,
mining companies have reduced their capital expenditures and are
continuing to defer equipment maintenance, which negatively affects
Joy. Although S&P believes that Joy is gradually diversifying its
business toward hard rock and other non-coal commodities (including
copper, iron ore, and other industrial minerals) and focusing on
new product development, the decline in its coal markets (U.S. coal
was about 20% of its revenue as of the last 12 months ended Jan.
31, 2016) is creating strong headwinds. Therefore, S&P now views
Joy's business risk profile as being on the lower end of our
satisfactory range because of the weaker medium-to-long term
prospects in its addressable markets.
S&P expects that Joy's credit measures will worsen in 2016 before
slowly improving in 2017 and beyond. S&P's negative outlook on Joy
reflects the risk that the company's end markets will continue to
deteriorate next year or that its credit ratios will weaken by more
than we expect over the next 12 months.
S&P could lower its ratings on Joy if lower commodity prices or
weaker-than-expected macroeconomic conditions over the next 12
months diminish the prospects of a recovery in the mining industry.
This could lead S&P to reassess Joy's business profile given its
exposure to the mining end market. S&P could also lower its
ratings on Joy if operating challenges cause its EBITDA margins to
fall below 11% and remain there, which S&P considers to be below
average profitability for a capital goods company, or if the
company's debt-to-EBITDA metric increases above 4x and its
FFO-to-debt ratio drops below 20% through 2017.
S&P could revise its outlook on Joy to stable if S&P expects that
the company will improve its credit ratios and maintain a
debt-to-EBITDA metric comfortably below 4x and a FFO-to-debt ratio
of more than 20%. S&P would also need to believe that Joy's
long-term business prospects remain intact, including relatively
steady demand for the company's services business.
JUMIO INC: Reaches Agreement on Sale with Shareholders
------------------------------------------------------
Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review,
reported that Jumio Inc. will head to the auction block after a
bankruptcy judge approved a hurried sale process that has prompted
spirited opposition from a group of the company's shareholders.
According to the report, Judge Brendan Shannon of the U.S.
Bankruptcy Court in Wilmington, Del., signed off on the sale last
April 21 after the identity verification business and its
shareholders reached a deal that pushes back some of the most
contentious issues surrounding the sale until after the auction.
As previously reported by The Troubled Company Reporter, Jumio, on
March 21 disclosed that it has agreed to sell substantially all its
assets to Jumio Acquisition, LLC ("Jumio Acquisition"), an entity
formed by Eduardo Saverin. An early backer of Jumio, Mr. Saverin
remains a significant stockholder and secured debt holder of the
company.
Jumio has said it is confident that a sale is the single best path
to provide the company with the necessary resources to continue to
fund and scale the business as it enters its next phase of growth.
Jumio Acquisition will serve as the "stalking horse bidder" in a
court-supervised auction process. Accordingly, the asset purchase
agreement is subject to higher and otherwise better offers, among
other conditions. If Jumio Acquisition prevails, it intends to
make employment offers to Jumio's existing team to enable the
business to run in a seamless manner for the benefit of customers,
employees, partners and other stakeholders.
About Jumio
Headquartered in Palo Alto, California, Jumio is an online and
mobile identity management and credentials authentication company.
Its customers include, among others, Airbnb, United Airlines,
WorldRemit, EasyJet, and Duolingo. Jumio has operations in the
United States, Europe and India. Jumio employs 43 individuals.
Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 16-10682) on March 21, 2016. The petition was signed by
Stephen Stuut as chief financial officer. The Debtor estimated
assets in the range of $1 million to $10 million and debts of up
to
$50 million. Judge Brendan Linehan Shannon has been assigned the
case.
The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy
counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special
corporate counsel, Ernst & Young LLP as financial advisor, Sagent
Advisors, LLC as investment banker, Cooley LLP as special SEC
counsel and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
K.L.M. PLUMBING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: K.L.M. Plumbing, Inc.
4855 West Amelia Ave.
Orlando, FL 32808
Case No.: 16-02619
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: James H Monroe, Esq.
JAMES H. MONROE, P.A.
Post Office Box 540163
Orlando, FL 32854
Tel: 407-872-7447
Fax: 407-246-0008
E-mail: jhm@jamesmonroepa.com
JamesMonroe@JamesMonroePA.com
Total Assets: $563,384
Total Liabilities: $1.26 million
The petition was signed by Kenneth Marsh, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-02619.pdf
KB HOME: Egan-Jones Hikes Sr. Unsecured Debt Rating to BB-
----------------------------------------------------------
Egan-Jones Ratings Company upgraded the senior unsecured ratings on
debt issued by KB Home to BB- from B+ on April 8, 2016.
KB Home is a homebuilding company based in the United States,
founded in 1957 as Kaufman & Broad in Detroit, Michigan.
KEAHEY CARPENTER: Bankr. Administrator Ordered Not to Appoint Panel
-------------------------------------------------------------------
The bankruptcy administrator for the Middle District of Alabama was
ordered to not to form an unsecured creditors' committee in the
Chapter 11 case of Keahey Carpenter, Inc.
U.S. Bankruptcy Judge Dwight Williams, Jr., issued the order upon
request from the Debtor, which is designated as a "small business
debtor."
Keahey Carpenter, Inc., sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of Alabama (Dothan) (Bankr. M.D. Ala., Case No. 16-10479)
on March 14, 2016. The petition was signed by Kymberly C. Keahey,
president.
The Debtor is represented by J. Kaz Espy, Esq., at Espy, Metcalf &
Espy, P.C.
The Debtor disclosed total assets of $1.10 million and total debts
of $1.24 million.
KLD ENERGY: Seeks to Obtain $2.5-Mil DIP Financing from ADFG
------------------------------------------------------------
KLD Energy Technologies, Inc., seeks authority from the U.S.
Bankruptcy Court to obtain $2,500,000 debtor-in-possession
financing from Adams DIP Finance Group, LLC.
The DIP Facility provides that the Debtor repay any outstanding
advances under the DIP Loan or convert such advances into Series D
Preferred Stock on August 8, 2016 at the sole discretion of the DIP
Lender through a confirmed plan of reorganization, as set forth in
the Term Sheet. The interest rate is 10% per annum.
The DIP Lender will receive a fully perfect first priority security
interest in and to all pre-petition and post-petition assets and
properties of the Debtor and a super-priority administrative
expense claim subject to the carve-out provisions in the Term
Sheet.
According to the Debtor, under a variety of valuation methods, the
company is currently worth approximately $20,000,000, and under the
DIP Lender's current proposal, the $2,500,000 DIP Loan would be
converted to equity in the Reorganized Debtor, with the DIP Lender
gifting 80% of the equity pursuant to a confirmed plan of
reorganization and retaining 20% of the senior equity in the
Reorganized Debtor. Based on this proposed equity allocation, and
given that the Pre-Petition Secured Debt amounts to approximately
$8,345,597, there exists sufficient value to maintain the secured
status of all lienholders, including the holders of Pre-Petition
Secured Debt after the imposition of the additional $2,500,000 from
the DIP Loan, the Debtor tells the Court.
The Debtor further state that in light of the present state of its
business affairs, significant prepetition encumbrances, and
uncertainty relating to the events forcing the Debtor to seek
bankruptcy protection, the Debtor is confident that, the DIP Lender
is the only source of capital able to provide the Debtor with the
terms and conditions required to ensure that they will have
sufficient capital available to preserve and maintain the value of
their estates.
KLD Energy Technologies, Inc. is represented by:
Lynn Hamilton Butler, Esq.
HUSCH BLACKWELL LLP
111 Congress Avenue, Suite 1400
Austin, Texas 78701
Telephone: (512) 472-5456
Telecopy: (512) 479-1101
Email: Lynn.butler@huschblackwell.com
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.
LADENBURG THALMAN: Egan-Jones Cuts Sr. Unsecured Rating to B+
-------------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured rating
on debt issued by Ladenburg Thalmann Financial Service Inc. to B+
from BB- on April 13, 2016.
Ladenburg Thalmann Financial Services is a diversified financial
services company with two primary business lines: one is
independent brokerage and advisory, and the other is investment
banking and capital markets.
LANDEL PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Landel Properties, LLC
71 Camelot Lane
Springville, IN 47462
Case No.: 16-90625
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Southern District of Indiana (New Albany)
Judge: Hon. Basil H. Lorch III
Debtor's Counsel: Samuel D. Hodson, Esq.
TAFT STETTINIUS & HOLLISTER LLP
One Indiana Square, Suite 3500
Indianapolis, IN 46204
Tel: 317-713-3557
E-mail: shodson@taftlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas Jerry Best, chief financial
officer.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
LEGACY RESERVES: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to C
---------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Legacy Reserves LP to C from B-
on April 8, 2016. EJR also downgraded the foreign currency
commercial paper rating on the Company to D from B.
Legacy Reserves LP is a master limited partnership headquartered in
Midland, Texas, focused on the acquisition and development of oil
and natural gas properties primarily located in the Permian Basin,
Mid-Continent and Rocky Mountain regions of the United States.
LIBERTY ASSET: Hires SCP's Perkins as Chief Restructuring Officer
-----------------------------------------------------------------
Liberty Asset Management Corporation seeks permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Lawrence R. Perkins of SierraConstellation Partners LLC as their
Chief Restructuring Officer.
The Debtor requires Mr. Perkins with the assistance of SCP to:
a. evaluate the cash flow generation capabilities of the
Debtor for valuation maximization opportunities including cost
saving opportunities;
b. provide oversight and assistance with the preparation of
cash flow forecast;
c. evaluate and make recommendations in connection with
strategic alternatives as needed to maximize the value of the
Debtor;
d. provide oversight and assistance with the preparation of
financial related disclosures required by the bankruptcy court,
including the Schedule of Assets and Liabilities, the Statement of
Financial Affairs and Monthly Operating Reports, if necessary;
e. provide oversight and assistance with the preparation of
financial information for distribution to creditors and others,
including, but no limited to, cash flow projections and budgets,
cash receipts and disbursement analysis of various asset and
liability accounts, and analysis of proposed transactions for which
Court approval is sought;
f. provide oversight and assistance in connection with
communications and negotiations with constituents including
letters, vendors, investors and other critical constituents to the
successful execution of the Debtors' reorganization efforts;
g. assist in development of a plan of reorganization and in
the preparation of information and analysis necessary for the
confirmation of a plan in chapter 11 proceedings, if necessary;
h. provide oversight and support to the Debtor's professionals
in connection with acquisition and divestiture efforts; and
i. perform other services as requested or directed by the
Board and CEO in connection with the proposed restructuring.
In addition to the powers delineated, the CRO will have the power
to hire and fire any employees including the insiders. The CRO will
report to the Board of the Debtor and will not have his duties or
authorities modified by the Board unless there is a hearing before
the bankruptcy court, on shortened time notice to creditors
respecting such changes in duties or authority.
Pursuant to the parties' Engagement Letter, the Debtor has agreed
to pay SCP and provide expense reimbursement in this manner:
(A) Compensation: SCP will be paid by the Debtor for the
services of the CRO at an hourly rate $545. SCP will be paid by the
Debtor for the services of any Additional Resources (as defined in
the Engagement Letter) at these hourly billing rates:
Managing Director: $350-$545
Director: $350
Analyst/Associate: $150-$300
Paraprofessional: $90-120
(B) Reimbursement of Expenses: SCP will be reimbursed by the
Debtor for the reasonable out-of-pocket expenses of the CRO and any
Additional Resources, such as travel, lodging, duplications,
computer research, messenger, and telephone charges.
(C) Indemnification: Mr. Perkins and any Additional Resources
will be indemnified by the Debtor to the maximum extent permitted
by law.
Lawrence R. Perkins, Co-Founder and Chief Executive Officer of
SierraConstellation Partners, LLC, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code, and does not represent any interest
adverse to the Debtor and its estates.
SierraConstellation Partners, LLC can be reached at:
Lawrence R. Perkins
SIERRACONSTELLATION PARTNERS, LLC
400 Hope St. Suite 1050
Los Angeles, CA 90071
E-mail: lperkins@sierraconstellation.com
West Covina, California-based Liberty Asset Management Corporation
filed for Chapter 11 protection (Bankr. C.D. Calif. Case No.
16-13575) on March 21, 2016. David B Golubchik, Esq., at Levene
Neale Bender Yoo & Brill LLP, represents the Debtor in its
restructuring effort. The Debtor estimated assets at $100 million
to $500 million and debts at $50 million to $100 million. The
petition was signed by Benjamin Kirk, CEO.
LIBERTY ASSET: Names L. Perkins as CRO, Hires SCP as Advisor
------------------------------------------------------------
Liberty Asset Management Corporation, seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
(i) SierraConstellation Partners LLC, as restructuring management
advisor, and (ii) Lawrence R. Perkins, as chief restructuring
officer, to the Debtor, nunc pro tunc to March 21, 2016.
Liberty Asset requires SierraConstellation to:
a. evaluate the cash flow generation capabilities of the
Debtor for valuation maximization opportunities including
cost saving opportunities;
b. provide oversight and assistance with the preparation of
cash flow forecasts;
c. evaluate and make recommendations in connection with
strategic alternatives as needed to maximize the value of
the Debtor;
d. provide oversight and assistance with the preparation of
financial related disclosures required by the bankruptcy
court, including the Schedules of Assets and Liabilities,
the Statement of Financial Affairs and Monthly Operating
Reports, if necessary;
e. provide oversight and assistance with the preparation of
financial information for distribution to creditors and
others, including, but not limited to, cash flow
projections and budgets, cash receipts and disbursements
analysis of various asset and liability accounts, and
analysis of proposed transactions for which Court approval
is sought;
f. provide oversight and assistance in connection with
communications and negotiations with constituents including
lenders, vendors, investors and other critical constituents
to the successful execution of the Debtor’s reorganization
efforts;
g. assist in development of a plan of reorganization and in
the preparation of information and analysis necessary for
the confirmation of a plan in chapter 11 proceedings, if
necessary;
h. provide oversight and support to the Debtor’s professionals
in connection with acquisition and divestiture efforts; and
i. perform such other services as requested or directed by the
Board and CEO in connection with the proposed
restructuring.
SierraConstellation will be paid at these hourly rates:
Lawrence R. Perkins as CRO $545
Managing Directors $350 - $545
Directors $300 - $350
Analyst/Associate $150 - $300
Paraprofessional $90 - $120
SierraConstellation will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Lawrence R. Perkins, founder and CEO of SierraConstellation
Partners LLC assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
SierraConstellation can be reached at:
Lawrence R. Perkins
SIERRACONSTELLATION PARTNERS LLC
400 South Hope Street, Suite 1050
Los Angeles, CA 90071
Tel: (213) 289-9060
Fax: (213) 232-3285
About Liberty Asset
Liberty Asset Management Corporation is a real estate management
company with Benjamin Kirk as 100% member. It is engaged in the
business of renting, buying, selling, and appraising real estate.
Liberty Asset Management Corporation filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 16-13575), on March 21, 2016.
Debtor's has an estimated assets of $100 million to $500 million
and estimated debts of $50 million to $100 million. The petition
was signed by Benjamin Kirk, CEO.
The Debtor have tapped Levene Neale Bender Yoo & Brill LLP as
counsel.
LIFE CARE: Judge Clears Auction for Glenmoor Retirement Home
------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that the Glenmoor retirement home is preparing to hold a
June 2 auction for the 223-unit St. Johns County, Fla., facility
after a bankruptcy judge signed off on a sale timeline on April
21.
According to the report, with his signature, Judge Jerry A. Funk
set a May 30 bid deadline for buyers who want to challenge a
roughly $24.5 million purchase offer that Glenmoor officials
secured before putting the facility into bankruptcy protection on
April 11. The offer comes from an affiliate of Life Care Cos., the
country's third-largest manager of senior communities with more
than 110 locations, the report related.
About Life Care St. Johns
Life Care St. Johns, Inc., doing business as Glenmoor, is a
not-for-profit organization that owns and operates a continuing
care retirement community in St. Johns County, Florida. The
company received its certificate of occupancy in 1999 and began
operations in October of 2001.
As a CCRC, Glenmoor provides "lifecare services" to its residents,
each of whom reside in a residential unit. The "lifecare" concept
recognizes that the healthcare and residency needs of elderly
residents vary along a continuum beginning with independent living
and in many cases ending with a need for full-time nursing care.
The Glenmoor community thus includes independent residential
units,
an assisted living center, and a healthcare center for residents
requiring round the clock nursing care.
As disclosed in documents filed with the Court, Residency at
Glenmoor is provided pursuant to "Residence and Care Contracts"
which require prospective residents to pay an "Entrance Fee" and a
"Monthly Service Fee." The Entrance Fee is a lump sum, one-time
payment based on the type of Residential Unit occupied by the
resident, and obligates Glenmoor to provide care to the resident
so
long as he or she remains a resident and pays the Monthly Service
Fee. Depending upon the type of contract selected, the Entrance
Fee may or may not be refundable. For residents with refundable
Entrance Fee contracts, the refund is to be paid
from the proceeds of the next Entrance Fee received by Glenmoor.
According to Court filings, the economic recession which began in
late 2007 had a dramatic impact on Glenmoor, with fewer residents
being able to afford the required Entrance Fees as their home
equity and investments portfolios shrank in value. With fewer new
residents entering the community than were moving out, significant
Entrance Fee refund liabilities began to accumulate, rising to
almost $8 million at their peak. The decreasing revenues
eventually led to payment and other defaults under the $59 million
in Revenue Bonds issued in 2006 to support Glenmoor and refinance
an earlier bond issue.
On July 3, 2013, Glenmoor filed its initial Chapter 11 case in the
U.S. Bankruptcy Court for the Middle District of Florida amid
defaults under the Debtor's 2006 Bonds and threats of enforcement
action by the Florida's Office of Insurance Regulation, the
government entity that governs the licensing and operations of
continuing care retirement community in Florida. A consensual
Plan
of Reorganization was filed Nov. 27, 2013. Glenmoor's Plan of
Reorganization was confirmed by the Court on Feb. 28, 2014. The
Final Decree was entered on April 6, 2016.
Glenmoor filed its second voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No.: 16-01347) on
April 11, 2016.
The Debtor has engaged Thames Markey & Heekin, P.A., as bankruptcy
counsel; Walchle Investment Group, Inc. as sale broker; Cassidy
Turley Commercial Real Estate Services, Inc., as investment
banker;
Greystone Development Company II, LP, as operations consultant;
Eddie Williams, III, Esq., as regulatory compliance counsel; Moore
Stephens Lovelace, CPA, as accountant; Globic Advisors, Inc., as
plan solicitation and tabulation agent; and American Legal Claim
Services, LLC as claims and noticing agent.
The Debtor estimated assets in the range of $10 million to $50
million and liabilities of up to $100 million.
The case is pending before the Honorable Jerry A. Funk.
LIVING COLOUR: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Debtor: Living Colour Landscapes, LLC
6126 Western Way
Lake Worth, FL 33463
Case No.: 16-15773
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Paul G. Hyman, Jr.
Debtor's Counsel: Aaron A Wernick, Esq.
FURR & COHEN
2255 Glades Rd # 337W
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
E-mail: awernick@furrcohen.com
Total Assets: $323,979
Total Liabilities: $1.31 million
The petition was signed by Deon Botha, manager.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-15773.pdf
MARULA PROPS: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Marula Props, LLC
6126 Western Way
Lake Worth, FL 33463
Case No.: 16-15774
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Paul G. Hyman, Jr.
Debtor's Counsel: Aaron A Wernick, Esq.
FURR & COHEN
2255 Glades Rd # 337W
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
E-mail: awernick@furrcohen.com
Total Assets: $179,252
Total Liabilities: $1.25 million
The petition was signed by Deon Botha, manager.
A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-15774.pdf
MCCLATCHY CO: Reports First Quarter 2016 Results
------------------------------------------------
McClatchy Company reported a net loss of $12.7 million on $238
million of net revenues for the three months ended March 27, 2016,
compared to a net loss of $11.3 million on $257 million of net
revenues for the three months ended March 29, 2015.
Pat Talamantes, McClatchy's president and CEO, said, "We entered
2016 optimistic that our ongoing digital strategies and momentum
from 2015 would propel us forward and indeed they are doing so. Our
digital audiences have never been greater, the demand for our
journalism never stronger and our digital ad solutions are in tune
with the specialized services and products our advertisers want.
Our digital-only revenues had strong growth in the quarter, up 18%
when compared to first quarter of 2015. Our average total unique
and local unique visitors reached nearly 52 million and 14 million,
respectively, as of the end of March 2016 -- a record for first
quarter results. We again utilized free cash flow to reduce debt,
repurchase $30.8 million of bonds, and further return value to
shareholders by repurchasing 3.3 million shares of Class A Common
stock for $3.6 million in the first quarter of 2016. Our free cash
flow for the trailing 12 months ended March 27, 2016 was $56
million.
"As we continue our digital transformation, we remain focused on
reducing legacy expense and finding efficiencies. At the same
time, we are placing constant emphasis on delivering public service
journalism that matters to our readers and meets the highest
standards. Just this week, McClatchy newsrooms were well
represented in the Pulitzer Prize announcements. The Sacramento
Bee's editorial cartoonist, Jack Ohman, was awarded a Pulitzer
Prize, and The Miami Herald was named a Pulitzer finalist in the
local news category for an investigative project on a South Florida
police department that secretly laundered millions of dollars in
illicit funds. The work by Jack Ohman and Miami's Mike Sallah, who
led a team on the "License to Launder" series, extends a 10-year
streak of Pulitzer recognition for McClatchy newsrooms. We
congratulate Jack, Mike and the Miami team for their recognition.
"We believe the success of our digital transformation, legacy
expense reductions, and real estate monetization efforts will allow
us to improve our financial position and create value for our
shareholders. On Feb. 11, 2016, we contributed six separate
properties, inclusive of land and buildings valued at $47.1 million
to our pension plan, reducing our pension obligations.
"In April, we began actively marketing our Sacramento, CA, Kansas
City, MO, and Columbia, SC main office buildings and printing
facilities for potential sales/leaseback transactions. These
assets represent a few of the larger in-sourcing facilities held by
McClatchy and each are located in attractive growing markets.
Proceeds from these sales would be used to reduce the company's
debt obligations, reinvest in our business or other corporate
purposes as determined by management and the board of directors."
During the first quarter of 2016, the company repurchased
approximately 3.3 million shares of Class A Common stock at a
weighted average price of $1.09 per share under its share
repurchase program. The program provides for $15 million of share
buybacks through 2016. Under the program, total cumulative shares
repurchased through the first quarter 2016 were approximately 9.5
million shares, or $11.5 million of the total authorized buyback
program.
Outlook
The Company plans to further execute on the strategic initiatives
that were laid out in 2015 as well as new initiatives during 2016.
McClatchy is also dedicated to finding advertising solutions by
working with its industry peers.
Pat Talamantes said, "Just a few days ago we announced the
formation of an exciting new company, Nucleus Marketing Solutions
(Nucleus), with Gannett, Hearst, and Tribune Publishing. Nucleus,
a premier marketing solutions provider, will connect national
advertisers to the top U.S. local publishers' highly engaged
audiences across existing and emerging digital platforms. In
addition to the news organizations owned by the founding companies,
the network expects to include as many as 11 other affiliate
partners across the top U.S. advertising markets. You will be
hearing more about this exciting new company, as well as expansion
in partnerships like the Local Media Consortium (LMC), as we
continue to find ways to serve both large advertisers and local
businesses in our communities."
Looking to the second quarter and the remainder of 2016, the
company expects to report double-digit growth in digital-only
advertising revenues for the second quarter and full-year 2016.
While the company remains steadfast in communicating the value of
print advertising, the declining trends in direct marketing and
print advertising are not anticipated to subside in the next few
quarters. Although these trends eased in the first quarter 2016,
management believes that print advertising will continue to become
a smaller portion of advertising and total revenue.
Audience revenues are expected to be down in the same range in the
second quarter as the first quarter of 2016. Management will be
vigilant in reducing legacy costs and finding efficiencies and
expects cash expenses to decline in the second quarter and full
year 2016. Management will also remain focused on growing digital
revenue, stabilizing operating cash flow, reducing debt and
interest costs and creating shareholder value.
A full-text copy of the press release is available at:
http://is.gd/jhmyf0
About The McClatchy Company
Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is a media company that provides
both print and digital news and advertising services. Its
operations include 30 daily newspapers, community newspapers,
websites, mobile news and advertising, niche publications, direct
marketing and direct mail services. Its owned newspapers include,
among others, the (Fort Worth) Star-Telegram, The Sacramento Bee,
The Kansas City Star, the Miami Herald, The Charlotte Observer,
and The (Raleigh) News & Observer. The Company holds interest in
digital assets which include CareerBuilder, LLC, Classified
Ventures, LLC, HomeFinder, LLC, and Wanderful Media.
McClatchy reported a net loss of $300 million on $1.05 billion of
net revenues for the year ended Dec. 27, 2015, compared to net
income of $374 million on $1.14 billion of net revenues for the
year ended Dec. 28, 2014.
* * *
McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service. In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million. The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.
As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive. The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.
MDU RESOURCES: Egan-Jones Cuts Sr. Unsec. Debt Rating to BB+
------------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured ratings
on debt issued by MDU Resources Group Inc. to BB+ from BBB- on
April 8, 2016.
MDU Resources Group, Inc. is a natural resource company. The
Company's segments include electric, natural gas distribution,
pipeline and energy services, exploration and production,
construction materials and contracting and construction
services.
MGM RESORTS: Units Issue $1.05 Billion 5.625% Notes Due 2024
------------------------------------------------------------
On April 20, 2016, MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer,
Inc., indirect wholly owned subsidiaries of MGM Resorts
International, issued $1.05 billion in aggregate principal amount
of their 5.625% senior notes due 2024 under an indenture dated as
of April 20, 2016, among the Issuers and U.S. Bank National
Association, as trustee. The Notes were sold in the United States
only to accredited investors pursuant to an exemption from the
Securities Act of 1933, as amended, and subsequently resold to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons in accordance with
Regulation S under the Securities Act.
MGP Escrow is to be merged with and into MGM Growth Properties
Operating Partnership LP (the "OP") upon the completion of certain
formation transactions associated with MGM Growth Properties LLC.
The Issuers intend to use the net proceeds of the offering, or
approximately $1,030.9 million (after giving effect to discounts,
commissions and offering expenses), together with borrowings under
certain term loan facilities to be entered into by the OP in
connection with the Formation Transactions and the proceeds of an
equity contribution by MGM Growth Properties LLC into the OP
expected to occur concurrently therewith, to repay the bridge
facilities entered into by the Company and certain of its
subsidiaries and assumed by the OP in connection with the Formation
Transactions. The proceeds from the Notes offering were placed in
escrow to be released in connection with the completion of the
Formation Transactions.
The Notes will mature on May 1, 2024. The Company will pay
interest on the Notes on May 1 and November 1 of each year,
commencing on Nov. 1, 2016. Interest on the Notes will accrue at a
rate of 5.625% per annum and be payable in cash.
The Notes will be fully and unconditionally guaranteed, jointly and
severally, on a senior basis by all of the OP's subsidiaries that
guarantee the term loan facilities upon consummation of the
Formation Transactions.
The Issuers may redeem all or part of the Notes at a redemption
price equal to 100% of the principal amount of the Notes plus, to
the extent the Issuers are redeeming Notes prior to the date that
is three months prior to their maturity date, an applicable make
whole premium, plus, in each case, accrued and unpaid interest.
The Indenture contains customary covenants that will limit the
Issuers' ability and, in certain instances, the ability of the
Issuers' subsidiaries, to borrow money, create liens on assets,
make distributions and pay dividends on or redeem or repurchase
stock, make certain types of investments, sell stock in certain
subsidiaries, enter into agreements that restrict dividends or
other payments from subsidiaries, enter into transactions with
affiliates, issue guarantees of debt, and sell assets or merge with
other companies. These limitations are subject to a number of
important exceptions and qualifications set forth in the
Indenture.
Events of default under the Indenture include, among others, the
following with respect to the Notes: default for 30 days in the
payment when due of interest on the Notes; default in payment when
due of the principal of, or premium, if any, on the Notes; failure
to comply with certain covenants in the Indenture for 60 days after
the receipt of notice from the trustee or holders of 25% in
aggregate principal amount of the Notes of such series;
acceleration or payment default of debt of the Issuers or a
significant subsidiary thereof in excess of a specified amount that
remains uncured for 30 days; certain events of bankruptcy or
insolvency; and the master lease or the guaranty related thereto
terminating or ceasing to be effective in certain circumstances. In
the case of an event of default arising from certain events of
bankruptcy or insolvency with respect to the Issuers, all Notes
then outstanding will become due and payable immediately without
further action or notice. If any other event of default occurs
with respect to the Notes, the trustee or holders of 25% in
aggregate principal amount of the Notes may declare all the Notes
to be due and payable immediately.
A full-text copy of the Form 8-K report is available at:
http://is.gd/UShpBm
About MGM Resorts
MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino. For more
information about MGM Resorts International, visit the
Company’s
Web site at www.mgmresorts.com.
MGM Resorts reported a net loss attributable to the Company of
$447.72 million in 2015, a net loss attributable to the Company of
$149.87 million in 2014 and a net loss attributable to the Company
of $171.73 milion in 2013.
As of Dec. 31, 2015, MGM Resorts had $25.21 billion in total
assets, $17.45 billion in total liabilities and $7.76 billion in
total stockholders' equity.
* * *
As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'. In March 2012, S&P revised
the outlook to positive from stable.
"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.
In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating. The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.
As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively. Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.
MICHAEL KING: To Sell Water Park and Space Museum for $7.7MM
------------------------------------------------------------
The Michael King Smith Foundation seeks authority from the U.S.
Bankruptcy Court to sell the real property located at 490-500 NE
Captain Michael King Smith Way, in McMinnville, Oregon, for
$7,700,000.
The property consists of the water park building, the space museum
building, and the surrounding parking lots at the subject real
property, together with certain personal property and aircrafts
located in the Water Park and space museum buildings.
The Debtor tells the Court that all liens on the property total
approximately $9,291,720, of which the Debtor considers a total of
$2,000,000 need not be paid as secured claims, because the lien(s)
are invalid, avoidable, or part or all of the underlying debt is
not allowable, and all tax consequences have been considered and it
presently appears that the sale will result in net proceeds to the
estate after payment of valid liens, fees, costs and taxes of
approximately $0.
The Debtor adds that Property line adjustments will be recorded,
and new Tax Lot 600, and all improvements thereon shall be sold to
Buyer, subject to easements in favor of Seller, while the Purchaser
shall assume Seller’s lease obligations for Waterpark and Space
Museum.
Competing bids must be submitted to the Debtor no later than May
13, 2016, and must exceed the above offer by at least $50,000, and
be on the same or more favorable terms to the estate, while a
hearing on this Notice and Motion and any objection to the Sale or
fees shall be held on May 31, 2016.
The Michael King Smith Foundation is represented by:
Nicholas J. Henderson, Esq.
MOTSCHENBACHER & BLATTNER LLP
117 SW Taylor Street, Suite 300
Portland, OR 97204
Telephone: (503) 417-0508
Facsimile: (503) 417-0528
Email: nhenderson@portlaw.com
About Michael King
The Michael King Smith Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 16-30233) on Jan. 26, 2016. The
petition was signed by Lisa Anderson as trustee. The Debtor
estimated assets in the range of $100 million to $500 million and
liabilities of $1 million to $10 million. Motschenbacher &
Blattner, LLP serves as the Debtor's counsel. Judge Randall L.
Dunn is assigned to the case.
The Debtor is a tax exempt business trust that was established on
Nov. 15, 2006. The Debtor owns real and personal property located
in McMinnville, Oregon. The Debtor's assets include the real
property and improvements that comprise a portion of the Evergreen
Aviation and Space Museum located in McMinnville, Oregon. The
Debtor's assets are primarily leased or on loan to the Evergreen
Aviation and Space Museum.
MICRON TECHNOLOGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB
--------------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured ratings on
debt issued by Micron Technology Inc to BB from BB+ on April 8,
2016.
Micron Technology, Inc. is an American multinational corporation
based in Boise, Idaho, which produces many forms of semiconductor
devices, including dynamic random-access memory, flash memory, and
solid-state drives.
MID-STATES SUPPLY: Hires CBIZ as Accountants
--------------------------------------------
Mid-States Supply Company, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the Western District of Missouri
to employ CBIZ MHM, LLC, as accountants, nunc pro tunc to February
7, 2016.
Mid-States Supply requires CBIZ to:
a. prepare the April 1, 2015 through March 31, 2016 federal
and state tax returns;
b. prepare the final federal and state tax returns through the
Sale and cessation of Debtor’s business operations; and
c. prepare any amended returns to recover any tax refunds due
to the net operating loss at March 31, 2016.
CBIZ will be paid at these hourly rates:
Professionals $140-$400
Support Staff $90-$135
Debtor has agreed to pay CBIZ a retainer of $28,000, to be applied
against its customary hourly rates and out-of-pocket expenses, in
anticipation of the Services to be rendered by CBIZ.
As of the Petition Date, the Debtor owed CBIZ the amount of
approximately $38,342 for services rendered. CBIZ has agreed to
waive all pre-Filing Date fees and expenses as a part of its
proposed retention by the Debtor.
CBIZ will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Scott M. Slabotsky, accountant and lead managing director of CBIZ
MHM, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
CBIZ can be reached at:
Scott M. Slabotsky
CBIZ MHM, LLC
700 West, 47th Street
Suite 1100
Kansas City, MO 64112
Tel: (816) 945-5500
About Mid-States Supply
Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016. The petition was signed by Stuart Noyes
as chief restructuring officer.
The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million. The Debtor has engaged Spencer Fane
LLP as counsel, Winter Harbor LLC as financial advisor, SSG
Advisors, LLC and Frontier Investment Banc Corporation as
investment bankers, Tarsus CFO Services, LLC as chief financial
officer services provider and Epiq Bankruptcy Solutions, LLC as
claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the case and is represented by Marcus A. Helt, Esq., and Michael S.
Haynes, Esq., at Gardere Wynne Sewell LLP.
MINUTEMAN SPILL: Court Denies Kronick Kalada Final Fee Application
------------------------------------------------------------------
Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania denied without prejudice the final fee
application filed by Kronick Kalada Berdy & Co., P.C., after
finding that although there is little doubt that the applicant
invested substantial hours in assisting the Debtor, "I am not
confidant that the time invested by the accounting firm and the
compensation requested did not, in fact, benefit related non-debtor
affiliates. Without greater detail and explanation, I can not
grant the fee application."
Accordingly, the fee application is denied without prejudice to
refile in accordance with 11 U.S.C. Section 330, Federal Rule of
Bankruptcy Procedure 2016, and Local Bankruptcy Rule 2016-1.
A full-text copy of Judge Thomas's Opinion dated April 20, 2016, is
available at http://bankrupt.com/misc/MINUTEMAN12160420.pdf
Milton, Pennsylvania-based Minuteman Spill Response, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on April 18,
2014 (Bankr. M.D. Pa., Case No. 14-01825). The case was assigned
to Judge John J. Thomas. The Debtor's counsel is Robert L Knupp,
Esq., at Smigel, Anderson & Sacks, LLP, in Harrisburg,
Pennsylvania.
MITEL NETWORKS: S&P Removed Ratings from Watch Neg on Refinancing
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term corporate credit rating on Mitel Networks Corp. At the
same time, Standard & Poor's removed all of its ratings on Mitel
from CreditWatch, where they were placed with negative implications
Sept. 21, 2015. The outlook is stable.
"We base the removal from CreditWatch on our expectation that
refinancing of Mitel's term loan should eliminate current covenant
pressures and potential liquidity concerns," said Standard & Poor's
credit analyst Nayeem Islam.
S&P also affirmed its 'B+' issue level rating, with a '3' recovery
rating, on Mitel US Holdings Inc.'s US$660 million senior secured
term loan, which incorporates S&P's expectation of meaningful
recovery (50%-70%; upper end of the range) in the event of a
default. S&P expects that this loan will be repaid with new
proposed financing for the Polycom Inc. transaction.
S&P's assessment is based on the expectation of the Polycom
acquisition closing as proposed. Nevertheless, S&P recognizes the
potential for execution challenges relating to shareholder or
regulatory approvals.
The affirmation follows the announcement that Mitel signed a
definitive agreement to acquire Polycom for US$1.96 billion
financed with a new US$1.05 billion term loan facility, cash on
hand, and new equity. Mitel plans to fully repay its US$660
million term loan facility and all existing debt at Polycom with
proceeds from the new loan.
S&P believes the combination of Polycom's brand power along with
Mitel's global communications platform should improve the company's
market position, product offerings, and profitability. However, S&P
believes, the benefit from increased scale is still offset by
ongoing competitive pressures in the telephony business. S&P's
assessment of Mitel's business risk profile also reflects the
inherent riskiness of the communications products industry, which
is characterized by cyclicality, constant technological evolution,
and intense competition. These risks are partially offset by the
company's healthy market positions in premise and cloud-based
telephone-unified communications solutions, combined with Mitel's
good geographic and customer diversity.
Mitel has a successful track record of integrating acquisitions and
realizing synergies. The Polycom acquisition is also expected to
improve profitability primarily through cost synergies in selling,
general, and administrative expenses.
The stable outlook reflects Standard & Poor's expectation that the
Polycom acquisition will close as proposed and Mitel will maintain
pro forma adjusted debt-to-EBITDA in the mid-to-low 3x area as
acquisition synergies accrete to earnings in 2016 and 2017,
contributing to moderate debt reduction from free cash flow.
S&P could raise the ratings if Mitel integrates Polycom and
improves profitability, such that it sustains adjusted
debt-to-EBITDA below 3x. Moreover, S&P believes that such upward
rating pressure would result from an improved market positon
through enhanced scale and scope, along with significant synergies
and improved profitability.
S&P could lower the ratings if adjusted debt-to-EBITDA increases
above 4x, which S&P believes could occur because of weaker
profitability stemming from large restructuring charges associated
with the recent acquisitions, or from weaker demand and heightened
competition. Moreover, downward rating pressure could return if
Mitel is unable to execute the acquisition as proposed.
MOOD MEDIA: S&P Lowers Rating on 9.25% Unsecured Notes to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
rating on Canadian-based in-store media company Mood Media Corp. At
the same time, S&P lowered the issue-level rating on the company's
9.25% senior unsecured notes to 'CCC-' from 'CCC'. S&P revised the
recovery rating on the notes from '5' to '6', indicating S&P's
expectation for negligible (0-10%) recovery for noteholders in the
event of a default. The issue-level rating on the company's senior
secured credit facility is unchanged at 'B', with a recovery rating
of '1', indicating S&P's expectation for very high (90% to 100%)
recovery for senior secured debt holders in the event of default.
The outlook is negative.
"Our rating and negative outlook on Mood Media reflects the
company's high debt leverage and minimal discretionary cash flow
potential, which we believe heightens the risks of payment default,
covenant violation, and refinancing, and leads to uncertainty
around the long-term viability of the capital structure," said
Standard & Poor's credit analyst Heidi Zhang.
"Given our expectation that the company will face challenges in
returning to meaningful organic revenue growth, financial
commitments appear to be unsustainable barring meaningful growth
and cash generation over the next three years ahead of 2019
maturities. While we do not expect the company to face a credit or
payment crisis within 12 months, if the company modestly
underperforms our expectations, we believe that potential sources
of liquidity could become constrained and the company could violate
its interest coverage covenant as soon as 2017. In our view, the
company is dependent upon favorable business, financial, and
economic conditions to meet its financial commitments over the long
term," S&P said.
The negative outlook reflects Mood Media's high debt leverage and
minimal discretionary cash flow potential, which S&P believes
heightens the risks of payment default, covenant violation, and
refinancing, and leads to uncertainty around the long-term
viability of the capital structure.
MOTORS LIQUIDATION: Files GUC Trust Report as of March 31
---------------------------------------------------------
Pursuant to the Second Amended and Restated Motors Liquidation
Company GUC Trust Agreement dated as of July 30, 2015, and between
the parties thereto, Wilmington Trust Company, acting solely in its
capacity as trust administrator and trustee of the Motors
Liquidation Company GUC Trust, is required to file certain GUC
Trust Reports with the Bankruptcy Court for the Southern District
of New York. In addition, pursuant to that certain Bankruptcy
Court Order Authorizing the GUC Trust Administrator to Liquidate
New GM Securities for the Purpose of Funding Fees, Costs and
Expenses of the GUC Trust and the Avoidance Action Trust, dated
March 8, 2012, the GUC Trust Administrator is required to file
certain quarterly variance reports as described in the third
sentence of Section 6.4 of the GUC Trust Agreement with the
Bankruptcy Court.
On April 22, 2016, the GUC Trust Administrator filed the GUC Trust
Report required by Section 6.2(c) of the GUC Trust Agreement
together with the Budget Variance Report, each for the fiscal
quarter ended March 31, 2016. In addition, the Motors Liquidation
Company GUC Trust announced that no distribution in respect of its
Units (as such term is defined in the GUC Trust Agreement) is
anticipated for the fiscal quarter ended March 31, 2016.
A copy of the Bankruptcy Court filing is available for free at:
http://is.gd/p0Nsxx
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
Motors Liquidation had $669 million in total assets, $56.4 million
in total liabilities and $613 million in net assets in liquidation
as of Dec. 31, 2015.
MRC GLOBAL: S&P Lowers CCR to 'B', Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on MRC Global (US) Inc. to 'B' from 'B+'. The
outlook is stable. The issue-level rating on the company's senior
secured term loan is unchanged at 'B+'. At the same time, S&P
revised the recovery rating on the term loan to '2' from '3',
reflecting S&P's view that creditors would experience substantial
(70% to 90% at the lower half of the range) recovery, in the event
of a payment default.
The downgrade reflects S&P's view that MRC's credit measures will
remain more in line with expectations for a 'B' rating rather than
'B+'. S&P revised the company's financial risk profile to highly
leveraged from aggressive, based on expected leverage and cash flow
coverage ratios under S&P's base case forecast.
"The stable rating outlook reflects our expectation that oil prices
will remain weak for the next 12 months, presenting some challenges
not only to the company itself but to the overall sector,
especially upstream," said Standard & Poor's credit analyst
Patricia Mendonca. "We believe the company will generate enough
cash flow to produce debt to EBITDA below 8x and FFO to debt from
6% to 12%. We also expect MRC to maintain an adequate liquidity
profile."
S&P could lower the rating if a recovery in the domestic energy
market does not materialize in 2016 and there were a significant
and sustained decline in operating results, leading to an
expectation for continued weak credit measures and a meaningful
deterioration in the company's liquidity. Specifically, S&P could
take a negative rating action if it views MRC's liquidity to be
less than adequate, or if debt to EBITDA increases on a sustained
basis to more than 8x.
An upgrade over the next 12 months is unlikely given S&P's view
that the company's business risk profile is constrained by
dependence on domestic energy markets, the competitive nature of
the distribution industry, and continued lower spending in the oil
and gas upstream sector. S&P could raise the rating, however, if
debt to EBITDA decreases on a sustained basis to less than 5x.
NANOSPHERE INC: Grants 285,000 Restricted Shares to Executives
--------------------------------------------------------------
The Board of Directors of Nanosphere, Inc., based on the
recommendations of the Compensation Committee of the Board of
Directors, awarded shares of restricted common stock to Michael
McGarrity, the Company's president and chief executive officer;
Kenneth Bahk, the Company's chief strategy officer; and Farzana
Moinuddin, the Company's acting principal financial officer, chief
accounting officer, and secretary, in the amounts of 225,000,
50,000 and 10,000 shares, respectively.
The Executive Stock Awards were issued as of April 20, 2016, and
wil vest and become exercisable in twelve, equal, quarterly
installments over a three year period on January 1, April 1, July 1
and October 1 each year commencing July 1, 2016, subject to
continued employment, forfeiture and cancellation upon a
termination for cause, and acceleration upon a change in control of
the Company, according to a Form 8-K report filed with the
Securities and Exchange Commission.
About Nanosphere
Nanosphere, Inc., develops, manufactures and markets an advanced
molecular diagnostics platform, the Verigene System, that enables
simple, low cost and highly sensitive genomic and protein testing
on a single platform. The Verigene System includes a bench-top
molecular diagnostics workstation that is a universal platform for
genomic and protein testing and provides for multiple tests to be
performed on a single platform, including both genomic and protein
assays, from a single sample. Its proprietary nanoparticle
technology provides the ability to run multiple tests
simultaneously on the same sample. Nanosphere was founded by Chad
A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is
headquartered in Northbrook, IL.
Nanosphere reported a loss attributable to common shareholders of
$42.84 million on $21.07 million of total revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to common
shareholders of $39.07 million on $14.29 million of total revenue
for the year ended Dec. 31, 2014.
Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company's recurring
losses from continued use of cash to fund operations raise
substantial doubt about its ability to continue as a going concern.
NAVISTAR INTERNATIONAL: Amends Employment Agreement with CEO
------------------------------------------------------------
Navistar International Corporation, on April 22, 2016, entered into
an amended and restated employment and services agreement with the
Company's President and Chief Executive Officer, Troy A. Clarke,
according to a Form 8-K report filed with the Securities and
Exchange Commission. The Agreement replaces Mr. Clarke's
Employment and Services Agreement with the Company dated April 22,
2013, which expired on April 14, 2016.
The employment of Mr. Clarke under the Agreement commenced on April
22, 2016, and will end on the second anniversary of the Effective
Date, unless it is terminated earlier by the Company or by Mr.
Clarke.
Under the terms of the Agreement, Mr. Clarke will continue to serve
as chief executive officer and president of the Company, reporting
exclusively to the Company's Board of Directors, and will have the
status of the highest ranking executive officer of the Company. In
addition, the Company will continue to nominate Mr. Clarke as a
candidate for election as a director by the stockholders at each
annual meeting held during the Service Term. During the Service
Term, Mr. Clarke has agreed not to engage, without prior approval
of the Non-Executive Chairman of the Board, in any other
employment, occupation or consulting activity, except that, without
such approval, Mr. Clarke may serve in any capacity with any civic,
educational or charitable organization, participate in industry
affairs and manage his and his family's personal passive
investments, provided that such services do not materially
interfere with his obligations to the Company.
Mr. Clarke's compensation under the Agreement consists of the
following:
* An initial annual base salary of $1,000,000, which will be
reviewed by the Board at least annually and may increase (but
not decrease) from the level in effect immediately prior to
that review.
* Continued participation in the Company's Annual Incentive Plan
for each fiscal year ending during the Service Term under
which he will be eligible to earn an annual incentive bonus
based upon the attainment of performance goals to be
established by the Board, with, for each fiscal year, a target
annual incentive award equal to 125% of his base salary and a
maximum annual incentive award equal to two times the target
annual incentive award.
* During the Service Term, Mr. Clarke will be eligible to
participate in any long-term incentive program as may be
adopted by the Company on terms and conditions determined by
the Board in its sole discretion. For the 2016 fiscal year,
Mr. Clarke will be granted long-term incentive awards on the
Effective Date in the form of (i) an award of 139,366 stock-
settled restricted stock units and (ii) a performance-based
restricted cash unit award with a target amount of $2,500,000,
in each case subject to the terms and conditions of the
Company's 2013 Performance Incentive Plan (or any successor
plan) and applicable award agreements in the form that applies
to other senior executives' 2016 long-term incentive awards
generally (including with respect to performance goals).
* Eligibility to participate in accordance with the terms of all
Company employee benefit plans, policies, perquisites and
arrangements that are applicable to other senior executive
officers of the Company, as such plans, policies, perquisites
and arrangements may exist from time to time during the period
that Mr. Clarke is employed as chief executive officer.
Mr. Clarke's employment and service relationship with the Company
may be terminated at any time: (i) by the Company with or without
Cause, or (ii) by Mr. Clarke due to Constructive Termination, in
either case in accordance with the procedures set forth in the
Agreement.
The Agreement contains covenants of Mr. Clarke with regard to the
non-disclosure of confidentiality information while employed and
for an unlimited period thereafter, and with regard to
non-disparagement, non-competition, non-solicitation and
cooperation while employed and for a period of twenty-four months
following a termination.
Under the Agreement, Mr. Clarke will be provided indemnification to
the maximum extent permitted by the Company's Certificate of
Incorporation and Bylaws, subject to applicable law, including
coverage, if applicable, under any directors and officers insurance
policies maintained by the Company.
A full-text copy of the Amended Employment Agreement is available
for free at http://is.gd/c6m0xO
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
As of Jan. 31, 2016, Navistar had $5.98 billion in total assets,
$11.17 billion in total liabilities and a total stockholders'
deficit of $5.19 billion.
* * *
In the July 22, 2015, edition of the TCR, Moody's Investors Service
affirmed Navistar International Corporation's Corporate Family
Rating at B3 and assigned a Ba3 rating to Navistar, Inc.'s new
$1.04 billion senior secured term loan due 2020.
Navistar carries a 'B-' issue-level rating from Standard & Poor's
Ratings Services and 'CCC' Issuer Default Ratings from Fitch
Ratings.
NBTY INC: S&P Assigns 'CCC+' Rating on New $1.075BB Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Ronkonkoma, N.Y.-based NBTY Inc.'s proposed $1.075
billion senior unsecured notes due 2021. The recovery rating on
the notes is '6', indicating that lenders could expect negligible
(0% to 10%) recovery in the event of payment default.
The 'B+' issue-level ratings on the company's new $1.4 billion and
GBP300 million senior secured term loan B facilities remain
unchanged by this transaction. The recovery rating on the term
loan B facilities is '2', indicating that lenders could expect
substantial (70%-90%, lower half of the range) recovery in the
event of payment default. S&P expects the proceeds of the notes
and term loan B facilities, together with a new asset based loan
(ABL) facility (unrated) and $130 million in cash, will be used to
refinance NBTY's entire debt structure, including its parent
company notes. The ratings are subject to change, and assume the
transaction closes on substantially the same terms presented to
S&P.
All of S&P's other ratings on the company, including the 'B'
corporate credit rating, are unchanged. The outlook remains
stable. S&P expects to withdraw all issue-level ratings on the
company's existing debt once the refinancing has been completed.
Pro forma for the proposed refinancing, total reported debt
outstanding is approximately $3.2 billion.
RATINGS LIST
NBTY Inc.
Corporate credit rating B/Stable/--
New Ratings
NBTY Inc.
Senior unsecured
$1.075 bil. notes due 2021 CCC+
Recovery rating 6
NET ELEMENT: Natalia Maklashova Named Units' Interim CFO
--------------------------------------------------------
According to a Form 8-K report filed with the Securities and
Exchange Commission, the employment of Irina Bukhanova, chief
financial officer of OOO Net Element Russia and OOO TOT Group
Russia, each a subsidiary of Net Element, Inc., terminated on April
18, 2016. Ms. Bukhanova was chief financial officer of OOO Net
Element Russia and OOO TOT Group Russia since April 1, 2013.
On April 18, 2016, Natalia Maklashova was appointed as an interim
chief financial officer of OOO Net Element Russia and OOO TOT Group
Russia until a permanent chief financial officer of such
subsidiaries of the Company is appointed.
Ms. Maklashova, 32, was a chief operations officer and controller
of OOO Net Element Russia and OOO TOT Group Russia from Aug. 1,
2012, to April 18, 2016, responsible for internal operations
management and maintenance of consolidated financial statements for
Russian entities. Prior to her employment with OOO Net Element
Russia and OOO TOT Group Russia, Ms. Maklashova was Controller of
Gallery Service LLC from Jan. 1, 2011, to July 31, 2012, where she
was responsible for maintenance of accounting records. She is a
graduate of the Orenburg Agricultural University with a Master's
degree in Accounting. As an interim chief financial officer of OOO
Net Element Russia and OOO TOT Group Russia, Ms. Maklashova will
receive a salary of 3,000,000 Russian Rubles per annum (U.S.
$45,427 based on the exchange rate as of April 18, 2016). No other
compensation arrangements have been made with respect to Ms.
Maklashova.
Ms. Maklashova does not have any family relationships with any
other directors or executive officers of the Company or its
subsidiaries. Ms. Maklashova has not been not involved in any
affiliate transactions with the Company, its subsidiaries or their
respective directors or officers, as disclosed in the regulatory
filing.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.21 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had
$22.9 million in total assets, $13.9 million in total liabilities
and $9.04 million in total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
PACIFIC EXPLORATION: Enters Into Support Agreement with Lenders
---------------------------------------------------------------
Pacific Exploration & Production Corp. ("Pacific" or the "Company")
on April 20 disclosed that it has entered into a definitive support
agreement (the "Support Agreement") with: (i) certain members
("Supporting Noteholders") of an ad hoc committee of holders of the
Company's senior unsecured notes (the "Ad Hoc Committee"), (ii)
certain of the Company's lenders under its credit facilities (the
"Supporting Bank Lenders", and together with the Supporting
Noteholders, the "Supporting Creditors"), and (iii) The Catalyst
Capital Group Inc. ("Catalyst") in connection with the Company's
previously announced agreement with Catalyst to effect a
comprehensive financial restructuring (the "Restructuring
Transaction") that will significantly reduce debt, improve
liquidity, and best position the Company to navigate the current
oil price environment.
The Supporting Creditors in the aggregate hold approximately 49% of
the aggregate principal amount of the debt held by the Company's
noteholders and lenders under the Company's credit facilities.
Subject to the terms and conditions of the Support Agreement, the
Supporting Creditors have agreed to support and vote in favor of
the Restructuring Transaction.
The key features of the Restructuring Transaction include:
-- The operations of the Company's subsidiaries will continue as
normal and without disruption. It is anticipated that all
obligations to the suppliers, trade partners and contractors of the
Company's subsidiaries will continue to be met in the ordinary
course throughout this process and will be unaffected by the
Restructuring Transaction. The Company's bank indebtedness and
indebtedness in respect of its senior unsecured notes will be
restructured as set out below.
-- Implementation by way of a plan of arrangement pursuant to a
court-supervised process in Canada, together with appropriate
proceedings in Colombia under Law 1116 and in the United States.
-- U.S.$500 million of debtor-in-possession financing (the "DIP
Financing") less an original issue discount of 4% to be provided
jointly by certain of the Supporting Noteholders (collectively, the
"Funding Creditors") and Catalyst. The DIP Financing will be
secured by a super priority lien over the assets of the Company and
its subsidiaries.
-- The providers of the DIP Financing will receive warrants to
acquire their pro rata share of 25% of the fully diluted common
shares of the reorganized Company on implementation of the
Restructuring Transaction.
-- The Funding Creditors have committed to providing U.S.$250
million of the DIP Financing (the "Creditor DIP Financing"). The
Creditor DIP Financing will not be repaid at exit of the
Restructuring Transaction (the "Exit Date") and will convert into
five-year secured notes (the "Exit Notes"). The Exit Notes will
accrue interest at a rate equal to 10% per annum and may be
redeemable by the Company following the third anniversary of the
Exit Date subject to certain terms. For a period of not less than
two years following the Exit Date, the Company will have the
option, if the Company's unrestricted cash in operating accounts
falls below U.S.$150 million, to make "payments-in-kind" with
respect to any interest payment owed at a rate of 14% per annum.
-- Catalyst has committed to providing U.S.$250 million of the DIP
Financing (the "Catalyst DIP Financing"). On implementation of the
Restructuring Transaction, the Catalyst DIP Financing will be
converted or exchanged for 16.8% of the common shares of the
reorganized Company. Catalyst has agreed to backstop the Creditor
DIP Financing.
-- Certain of the Supporting Bank Lenders will provide a letter of
credit facility to the reorganized Company of up to approximately
U.S.$134 million. Other lenders under the Company's credit
facilities may also participate in this letter of credit facility.
-- The claims by the Company's creditors (collectively, the
"Affected Creditors") in respect of approximately U.S.$4.1 billion
of senior unsecured notes, approximately U.S.$1.2 billion of
obligations under its credit facilities, as well as the claims of
certain other unsecured creditors of the Company (but not of the
Company's subsidiaries), will be fully extinguished and exchanged
for 58.2% of the common shares of the reorganized Company (subject
in the case of the noteholders to dilution arising from the
Supporting Noteholder Consideration, as described below) (the
"Affected Creditor Consideration").
-- In addition, any Affected Creditors will have the opportunity
to receive cash in lieu of some or all of the common shares of the
reorganized Company that they would otherwise be entitled to
receive, subject to the terms and limits of the Cash Out Offer (as
defined below). It is contemplated that the cash election (the
"Cash Out Offer") will be based on a structure which will be
backstopped by Catalyst and available to all Affected Creditors.
Specifically, Catalyst has agreed to subscribe for no less than
U.S.$200 million of equity in the reorganized Company at an equity
valuation of no less than U.S.$800 million on the effective date of
the Restructuring Transaction. There is no requirement for the
Affected Creditors to participate in the Cash Out Offer and to the
extent it is not fully taken up the Catalyst subscription for
U.S.$200 million will be reduced accordingly. As the cash
available under the Cash Out Offer will be limited by the amount of
the additional equity subscribed for by Catalyst, under certain
circumstances, the Cash Out Offer may be subject to proration.
-- On completion of the Restructuring Transaction, it is
contemplated that the fully diluted common shares in the
reorganized Company, not giving effect to: (i) any of the Affected
Creditors exercising or utilizing the Cash Out Offer, or (ii) any
distribution of the Supporting Noteholder Consideration (as
described below), will be allocated as follows:
Catalyst 29.3%
Funding Creditors 12.5%
Affected Creditors 58.2%
-- No equity of the Company will be awarded to management or the
Company's Executive Co-Chairmen (other than in respect of any
unsecured notes held by them, pro rata to all other noteholders) on
implementation of the Restructuring Transaction.
-- The Restructuring Transaction contemplates the appointment of a
chief restructuring officer and a deputy chief financial officer
acceptable to Catalyst, the Supporting Creditors and the
independent committee of the board of directors of the Company (the
"Independent Committee").
-- At the completion of the Restructuring Transaction, a new board
of directors of the Company (the "New Board") will be established
that will be comprised of seven members, which will have three
nominees selected by Catalyst, two independent nominees jointly
selected by Catalyst and the Supporting Creditors, one independent
individual proposed by the Supporting Noteholders and one
independent individual proposed by the Supporting Bank Lenders.
-- The key management positions of the Company will need to be
affirmed by the New Board on completion of the Restructuring
Transaction. The New Board will work to implement a strong
governance framework to guide the Company going forward.
-- Following implementation of the Restructuring Transaction, the
Company will implement a new Management Incentive Plan on terms to
be determined by the New Board. No entitlements of any kind have
been ascribed to any current management, officers or directors of
the Company (including the Company's Executive Co-Chairmen) under
the terms of the new Management Incentive Plan. All such
entitlements will be determined by the New Board in the future.
All operations of the Company's subsidiaries are expected to
continue as normal throughout this process. Importantly, the
Company expects regular payments will be made to all of the
suppliers, trade partners, and contractors of the Company's
subsidiaries across the jurisdictions in which it operates in
accordance with local regulations. Additionally, employees will
continue to be paid throughout this process, without disruption.
The Company's bank indebtedness and indebtedness in respect of its
senior unsecured notes will be restructured pursuant to the terms
of the Restructuring Transaction as set out above.
"We are pleased to have reached the terms of a Restructuring
Transaction that will significantly strengthen the Company and
ensure the long-term viability of the business, all without
impacting our ability to serve our customers, suppliers and other
stakeholders in the jurisdictions in which we operate, such as
Colombia and Peru," said Ronald Pantin, the Chief Executive Officer
of the Company. "We are confident that the Company will emerge
from this process as a stronger entity, best-positioned to weather
the current oil price environment and capitalize on opportunities
once the market adjusts."
The Restructuring Transaction is expected to be consummated by the
end of the third quarter of 2016, subject to successfully obtaining
all relevant and required regulatory, creditor and court
approvals.
"Catalyst is very pleased to partner with the Company's creditors
on this transaction," said
Gabriel de Alba, Managing Director and Partner of Catalyst. "We
understand the importance of Pacific to the countries in which it
operates, including Colombia and Peru, and we are eager to work
with Pacific's local and international stakeholders to complete
this restructuring with a view to establishing a stronger,
long-term focused and soundly recapitalized Company."
About Pacific Exploration
Pacific Exploration & Production Corp. is a Canadian public company
and a leading explorer and producer of natural gas and crude oil,
with operations focused in Latin America. The Company has a
diversified portfolio of assets with interests in more than 70
exploration and production blocks in various countries including
Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's
strategy is focused on sustainable growth in production & reserves
and cash generation.
The Troubled Company Reporter-Latin America, on Feb. 23, 2016,
reported that Fitch Ratings says that the agency could downgrade
its ratings on Pacific Exploration and Production Corp. (Pacific;
Long-term Foreign and Local Currency Issuer Default Ratings of 'C')
to restricted default (RD). This could occur after the expiration
of the recently negotiated extension with bondholders of the time
in which to declare principal due and payable on certain notes.
Fitch considers the extension of multiple waivers or forbearance
periods upon a payment default a restricted default given they
represent a material reduction in terms compared with the original
contractual terms. Furthermore, the extension of multiple waivers
can be interpreted as a tool that is being conducted in order to
avoid bankruptcy.
* * *
On April 7, 2016, the TCR reported that Fitch Ratings downgraded
Pacific Exploration and Production Corp.'s (Pacific) Foreign and
Local Currency Long-term Issuer Default Ratings (IDRs) to
restricted default 'RD' from 'C'. Concurrently, Fitch affirmed the
'C/RR4' long-term rating on Pacific's outstanding senior unsecured
debt issuances totaling approximately USD4 billion with final
maturities in 2019 through and 2025.
On Jan. 21, 2016, the TCR reported that Moody's Investors Service
has downgraded Pacific Exploration & Production Corp. (Pacific
E&P)'s corporate family rating and senior unsecured debt ratings to
C from Caa3.
The TCR, on Jan. 20, 2016, reported that Standard & Poor's Ratings
Services said it lowered its long-term corporate credit and
issue-level ratings on Pacific Exploration and Production Corp.
(Pacific) to 'CC' from 'CCC+'. S&P also removed the rating from
CreditWatch with negative implications. The outlook is negative.
On Jan. 14, 2016, Pacific announced that it has elected to utilize
the 30 day grace period rather than make the interest payments due
on Jan. 19, 2016 and Jan. 26, 2016 of about $65 million. Although
the company is still current on those obligations, S&P expects
default to be a virtual certainty.
PACIFIC EXPLORATION: Released Non-Public Info to Noteholders
------------------------------------------------------------
Pacific Exploration & Production Corporation ("Pacific" or the
"Company") on April 20 disclosed that it entered into
confidentiality agreements (the "Confidentiality Agreements") with
certain members of the Ad Hoc Committee of holders of the Company's
senior unsecured notes ("Notes") to facilitate discussions about a
possible restructuring transaction. Pursuant to the
Confidentiality Agreements, the Company disclosed information,
including certain non-public information (the "Non-Public
Information"), through the Ad Hoc Committee's legal and financial
advisors to those holders of Notes (the "Restricted Noteholders")
who entered into the Confidentiality Agreements. This information
was provided to Restricted Noteholders in order to consider their
support of, and possible participation in, a potential
restructuring and by agreeing to be restricted, such Restricted
Noteholders were prohibited from trading in the securities of the
Company or using the Non-Public Information for any other purpose
than considering a potential restructuring.
A copy of the Company's projected financial information is
available for free at http://is.gd/M7xHdC
About Pacific Exploration
Pacific Exploration & Production Corp. is a Canadian public company
and a leading explorer and producer of natural gas and crude oil,
with operations focused in Latin America. The Company has a
diversified portfolio of assets with interests in more than 70
exploration and production blocks in various countries including
Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's
strategy is focused on sustainable growth in production & reserves
and cash generation.
The Troubled Company Reporter-Latin America, on Feb. 23, 2016,
reported that Fitch Ratings says that the agency could downgrade
its ratings on Pacific Exploration and Production Corp. (Pacific;
Long-term Foreign and Local Currency Issuer Default Ratings of 'C')
to restricted default (RD). This could occur after the expiration
of the recently negotiated extension with bondholders of the time
in which to declare principal due and payable on certain notes.
Fitch considers the extension of multiple waivers or forbearance
periods upon a payment default a restricted default given they
represent a material reduction in terms compared with the original
contractual terms. Furthermore, the extension of multiple waivers
can be interpreted as a tool that is being conducted in order to
avoid bankruptcy.
* * *
On April 7, 2016, the TCR reported that Fitch Ratings downgraded
Pacific Exploration and Production Corp.'s (Pacific) Foreign and
Local Currency Long-term Issuer Default Ratings (IDRs) to
restricted default 'RD' from 'C'. Concurrently, Fitch affirmed the
'C/RR4' long-term rating on Pacific's outstanding senior unsecured
debt issuances totaling approximately USD4 billion with final
maturities in 2019 through and 2025.
On Jan. 21, 2016, the TCR reported that Moody's Investors Service
has downgraded Pacific Exploration & Production Corp. (Pacific
E&P)'s corporate family rating and senior unsecured debt ratings to
C from Caa3.
The TCR, on Jan. 20, 2016, reported that Standard & Poor's Ratings
Services said it lowered its long-term corporate credit and
issue-level ratings on Pacific Exploration and Production Corp.
(Pacific) to 'CC' from 'CCC+'. S&P also removed the rating from
CreditWatch with negative implications. The outlook is negative.
On Jan. 14, 2016, Pacific announced that it has elected to utilize
the 30 day grace period rather than make the interest payments due
on Jan. 19, 2016 and Jan. 26, 2016 of about $65 million. Although
the company is still current on those obligations, S&P expects
default to be a virtual certainty.
PACIFIC SUNWEAR: Menter Rudin Representing Multiple Landlords
-------------------------------------------------------------
To comply with Rule 2019 of the Federal Rules of Bankruptcy
Procedure, the law firm of Menter, Rudin & Trivelpiece, P.C.,
advised the Bankruptcy Court last week that it represents multiple
landlords of Pacific Sunwear of California, Inc., and its
affiliates.
The landlords are:
* Carousel Center Company, L.P.
* Crystal Run NewCo, LLC
* Champlain Center North, LLC
* Holyoke Mall Company, L.P.
* Crossgates Mall General Company NewCo, LLC
* JPMG Manassas Mall Owner LLC
* EklecCo NewCo LLC
* Poughkeepsie Galleria LLC
* Salmon Run Shopping Center, L.L.C.
* Pyramid Walden Company, L.P.
all of which can be reached in care of:
Pyramid Management Group, LLC
The Clinton Exchange
4 Clinton Square
Syracuse, New York 13202
- and -
Outlets of Michigan LLC
c/o Paragon Outlet Partners, LLC
217 East Redwood Street, 21st Floor
Baltimore, Maryland 21202
The lawyer leading this engagement is:
Kevin M. Newman, Esq.
MENTER, RUDIN & TRIVELPIECE, P.C.
308 Maltbie Street, Suite 200
Syracuse, New York 13204-1439
Telephone: (315) 474-7541
About Pacific Sunwear
Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel,
accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/
On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware. The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have
requested
joint administration of the cases under Case No. 16-10882.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
The United States Trustee has appointed a seven-member official
committee of unsecured creditors in the Debtors' cases.
PALADIN ENERGY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Paladin Energy Corp.
10290 Monroe Dr., Suite 301
Dallas, TX 75229
Case No.: 16-31590
Type of Business: Oil, Gas & Coal
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Barbara J. Houser
Debtor's Counsel: Davor Rukavina, Esq.
MUNSCH, HARDT, KOPF & HARR, P.C.
500 N. Akard Street, Ste 3800
Dallas, TX 75201-6659
Tel: (214)855-7587
Fax: 214-978-5359
E-mail: drukavina@munsch.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by George Fenton, president.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
MUFG Union Bank N.A. Bank Debt $9,952,403
500 N. Akard St.
4200 Ross Tower
Dallas, TX 75201
Tina M. Snouffer
Email: Tina.snouffer@unionbank.com
Sheridan Production, Co. LLC Working Interest $127,949
Revenue Account
PO Box 203494
Dallas, TX
75320-3494
Hinkle Shanor, LLP Vendor $115,000
400 Penn Plaza, Suite 640
P.O. Box 10
Roswell, NM 88202
Lea County Electric Vendor $104,863
P.O. Box 1447
Lovington, NM 88260
Michael Dreypring
Email: MichaelDreyspring@icecnet.com
Tel: (575) 396-3631
Redmon Oil Co LOE A/C Working Interest $39,782
3315 Silverstone Drive
Suite A
Plano, TX 75023
Tel: (972) 943-8844
GE Oil & Gas Esp., Inc. Vendor $28,095
P.O. Box 301200
Dallas, TX
75303-1338
Tel: (431) 699-7401
Basic Energy Services, LP Vendor $16,597
P.O. Box 841903
Dallas, TX
75284-1903
Netherland, Sewell & Assoc. Vendor $12,668
Haarmeyer Electric, Inc. Vendor $10,878
Catalyst Oilfield Services LLC Vendor $9,157
Joe's Pump & Engine Repair Vendor $7,945
Liberty Maintenance Services Vendor $4,776
Richards Energy Compression Vendor $4,229
Mboe, Inc. Working Interest $3,224
Kaiser-Francis Oil Co. Working Interest $2,968
Marcia Mathers Hilburn Royalty Owner $2,707
Bozoil Working Interest $2,517
Danny's Hot Oil Service Inc. Vendor $2,042
Posey Walter & Hallie Trust Royalty Owner $1,618
MAP2001-Net Royalty Owner $1,428
PASSAIC HEALTHCARE: Sells All Its Assets for $550,000 to MedStar
----------------------------------------------------------------
Passaic Healthcare Services, LLC, d/b/a Allcare Medical, et al.,
seek authority from the U.S. Bankruptcy Court to sell substantially
all of their assets to MedStar Surgical & Breathing Equipment,
Inc., for $550,000.
According to the Debtors, MedStar executed a Management Agreement
with the Debtors, upon which MedStar has been engaged to perform,
among other things, certain management services on behalf of the
Debtors including, without limitation, healthcare medical billing
and accounts receivable collection, management and operation
services, and in addition, it also provides that MedStar’s
management services relating to the Debtors’ hospice business
will be terminated "after the earlier of Dec. 31, 2015 or the date
of transfer of this business to a buyer."
The Debtors also narrate that, together with the Official Committee
of Unsecured Creditors, they asked the Court for entry of an order
providing for the structured dismissal of the Bankruptcy Cases. In
light of the impending dismissal of the Bankruptcy Cases and other
considerations, MedStar and the Debtors have agreed to sell
substantially all of the Debtors' Assets to MedStar, and determined
that the termination of the Management Agreement would be in the
best interests of all parties.
Consequently, the Debtors and MedStar entered into an Asset
Purchase Agreement providing for, among other things, the sale of
substantially all of the Assets of the Debtors, where certain
Claims and causes of action are excluded from the Sale, and will
not include any equipment owned by LifeGas, a division of Linde Gas
North America LLC, or any equipment that is subject to the
equipment leases by and between Philips Medical and the Debtors.
The Debtor further tells the Court that there are no pending or
threatened proceedings seeking to prevent, hinder, delay or
challenge the transactions in the MedStar Sale Agreement, such
that, in order to facilitate the Sale, and the closure of these
Bankruptcy Cases, the Debtors have entered into a Consent Order
with MidCap, Sequioa Healthcare Services, Inc., Hudson Hospital
Propco, LLC, Hudson Hospital Opco LLC, IJKG Opco LLC, HUMC Opco
LLC, MedStar, Cornerstone and Essex providing for the termination
of the Management Agreement and a release of certain claims,
effective as of the Closing of the Sale.
The parties' target Closing Date is on or before April 29, 2016.
A summary of the pertinent provisions of the Asset Purchase
Agreement are as follows:
a. The Parties have agreed that the remaining balance owed to
MidCap Funding IV Trust which is approximately $1,705,948 remains
in first lien position above the remaining junior creditors, such
that MidCap Funding must be paid in full before any of the other
creditors receive any proceeds from the Debtors' estate, with the
exception of a limited pot of proceeds that are generated from the
sale of the Debtors' durable medical equipment.
b. The Parties have also agreed that the Buyer will pay a total
of $550,000, of which the Transferred Assets will be sold to the
Buyer free and clear of all existing liens, claims and encumbrances
for the sum of $525,000 which shall be paid to MidCap, and in
addition to the Sale transaction, and in exchange for a release of
claim, if any, that Essex Capital Corporation or Cornerstone Essex
Leasing Co. LLC could assert against MedStar, MedStar will pay
$25,000 directly to Essex. From its portion of the Sale proceeds,
MidCap has agreed to provide a carve-out in the amount of $75,000
to the Debtors’ counsel and Committee’s professionals.
c. Furthermore, the Parties have also stipulated that the
Debtors are solely responsible for the payment of all taxes, if
any, and MedStar will not assume, agree to pay, discharge or
satisfy any debt, liability or obligation of the Debtor.
Passaic Healthcare Services, LLC d/b/a Allcare Medical, et al. are
represented by:
Joseph J. DiPasquale, Esq.
Thomas M. Walsh, Esq.
TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C.
347 Mt. Pleasant Avenue, Suite 300
West Orange, NJ 07052
Telephone: (973) 243-8600
Email: jdipasquale@trenklawfirm.com
twalsh@trenklawfirm.com
About Passaic Healthcare
Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services. Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.
Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in Galloping Hill
Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using
"Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.
Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31, 2014.
The case is assigned to Judge Christine M. Gravelle.
Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.
The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.
The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 3 appointed five creditors to serve on
the Official Committee of Unsecured Creditors. The Committee
tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax &
Advisory of New York, LLC as it financial advisors.
PENN VIRGINIA: S&P Lowers CCR to 'D' on Missed Interest Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Penn Virginia Corp. to 'D' from 'CCC'.
At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'D' from 'CC'. The recovery
rating is '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.
The 'D' rating reflects Penn Virginia's decision not to make the
interest payment on its 7.25% senior unsecured notes due 2019 on
April 15, and S&P's belief that the company will not make this
payment before the 30-day grace period ends. S&P believes the
company will likely reorganize under Chapter 11.
PERFORMANCE SPORTS: S&P Lowers CCR to 'CCC+', Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings lowered its corporate credit rating on
Exeter, N.H.-based sports equipment company Performance Sports
Group Ltd. to 'CCC+' from 'B-'. The outlook is negative.
At the same time, S&P lowered the issue-level rating on PSG's $450
million term loan due 2021 to 'CCC+' from 'B-'. The recovery
rating was revised to '4', indicating S&P's expectations for
average recovery (30% to 50%), at the lower half of the range, in
the event of a payment default, from '3'.
"The downgrade reflects our expectation that profitability and
credit metrics will remain weak as a result of lower sales
resulting from a strengthened U.S. dollar, weakened economic growth
in its key international hockey markets, and troubled retail
customers," said Standard & Poor's credit analyst Bea Chiem.
S&P expects PSG's debt to EBITDA to remain at over 12x in fiscal
2016 and funds from operations (FFO) to debt to remain weak, at
between 5% and 6%, in fiscal years 2016 and 2017 (ending May 31).
Previously, S&P had expected leverage to improve to about 7x and
FFO to debt above 8% by the end of fiscal 2016. S&P revised its
forecast downward because it believes that revenue growth and
operating margins will remain under pressure as a result of
continued negative foreign currency exchange translation, sustained
industry headwinds within the hockey and baseball equipment sectors
(PSG's core business segments), and more retail customer store
closings, especially at Sports Authority and Sports Chalet.
S&P estimates that, as of Feb. 29, 2016, the company had about $493
million in adjusted debt outstanding.
PETROLEUM PRODUCTS: Can Use Cash Collateral Through July 31
-----------------------------------------------------------
The Bankruptcy Court for the Southern District of Texas, Houston
Division, authorizes Petroleum Products & Services, Inc., to use
cash collateral on a final basis through July 31, 2016.
JP Morgan Chase Bank, which holds liens on the Debtor's assets,
will be given replacement liens on post-petition receivables for
use of its cash collateral. JP Morgan Chase is owed more than $6
million with respect to prepetition indebtedness.
A full-text copy of the Final Cash Collateral Order is available at
http://bankrupt.com/misc/PPcashcolord
About Petroleum Products
Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors
Int'l and dba WDi) distributes API-6A wellhead equipment and valves
used in the petroleum and natural gas industries.
The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Tex., Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed
the petition as president. The Debtor estimated assets in the range
of $10 million to $50 million and liabilities of at least $10
million.
The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch
Westheimer, P.C. as special litigation counsel.
PIONEER NATURAL: Egan-Jones Cuts FC Sr. Unsecured Rating to BB
--------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Pioneer Natural Resources Co to
BB from BB+ on April 14, 2016.
Pioneer Natural Resources Company is a petroleum, natural gas, and
natural gas liquids exploration and production company based in
Irving, Texas.
PLANET FITNESS: Moody's Affirms B1 CFR and B1 Secured Debt Ratings
------------------------------------------------------------------
Moody's Investors Service assigned a SGL-2 Speculative Grade
Liquidity Rating to Planet Fitness Holdings, LLC. In a related
action, Moody's affirmed the company's B1 Corporate Family Rating
(CFR) and B2-PD Probability of Default rating, as well as the B1
ratings on both the senior secured revolving credit facility and
senior secured term loan. The rating outlook is stable.
The following actions were taken on Planet Fitness Holdings, LLC:
Corporate Family Rating affirmed at B1;
Probability of Default Rating affirmed at B2-PD;
Speculative Grade Liquidity Rating of SGL-2 assigned;
$40 million sr. secured revolving credit facility due 2019 affirmed
at B1(LGD3);
$492 million (originally $510 million) sr. secured term loan B due
2021 affirmed at B1(LGD3)
Rating Outlook is Stable
RATINGS RATIONALE
Planet Fitness' B1 CFR reflects the company's currently high
leverage of 4.2x debt/EBITDA, which, although strong relative to
similarly-rated peers in the business and consumer services sector,
is high considering its small revenue base. The company is exposed
to discretionary consumer spending trends and increasing
competition from other low-cost health club operators. Also
factored into the rating is financial policy and event risk, given
the history of debt-financed distributions to the former private
equity sponsors, TSG Consumer Partners ("TSG"), who maintain an
approximate 65% ownership stake after taking the company public in
August 2015. The ratings are supported by strong system-wide
comparable-club sales growth and continued rapid pace of new club
openings and membership growth. Planet Fitness' franchise-based
business model is less capital intensive and has lower earnings
volatility than the company-owned model used by most of its
competitors, allowing the company to generate strong EBITA margins
in excess of 30% and more stable cash flows than a company-owned
model. The company also benefits from a diverse franchise base, its
business position as a large scale, North American fitness club
operator, and favorable long-term fundamentals for the fitness
industry. There is limited visibility into franchisees aside from
combined same-store sales growth, but a deterioration in franchisee
operating performance or financial position would be credit
negative for Planet Fitness.
The SGL-2 Speculative Grade Liquidity Rating reflects the company's
good liquidity profile, supported by a $40 million undrawn
revolving credit facility expiring in 2019 (no outstanding letters
of credit), a FYE 2015 cash balance of $31 million and Moody's
expectation for strong free cash flow of roughly $50 million over
the next 12 months. The cash sources provide good coverage of cash
needs. Aside from the revolver and the modest $5 million of
required annual term loan amortization, the company has no material
debt maturities until the term loan matures in 2021. The sole
financial covenant for the revolver is a maximum total net leverage
covenant with periodic step downs, and Moody's expects the company
to maintain sufficient headroom under the covenant. The term loan
has no financial covenants. All of Planet Fitness' assets are
encumbered to secure borrowings under the senior secured bank
facility and the facilities for company-owned locations are leased;
however, the credit agreement permits asset sales to franchisees
(with certain limitations), providing an alternate source of
liquidity.
The B1 ratings on Planet Fitness' senior secured revolver and term
loan are in line with the company's CFR, as the bank facility
comprises 100% of the company's debt capital structure.
The stable rating outlook reflects Moody's expectation that
operating performance will continue to improve over the next year
as the company expands its network of franchised clubs, and that
free cash flow will remain positive.
An upgrade is unlikely given the company's small size and
expectations that total debt will exceed annual revenues over at
least the next 12 to 18 months and event risk related to the
material private equity ownership overhang. However, positive
rating actions could be taken if the company achieves significant
profitable growth in total revenues and continued system-wide and
comparable club revenue growth while maintaining an overall good
liquidity profile. Specifically, debt/EBITDA sustained below 4.0x
and free cash flow to debt above 8% could result in positive rating
actions.
The ratings could be downgraded if debt/EBITDA is sustained above
5.0x or if EBITA interest coverage approaches 1.5x. A material
weakening of the company's liquidity profile or additional
debt-financed distributions could lead to negative rating actions.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Please see
the Ratings Methodologies page on www.moodys.com for a copy of this
methodology.
Planet Fitness franchises and owns and operates fitness clubs
across the United States, Canada and in Puerto Rico. There were
1,124 Planet Fitness locations as of December 31, 2015, of which
1,066 were franchised and 58 were company-owned and operated.
Planet Fitness is currently owned by TSG Consumer Partners and two
of the company's original franchising cofounders. In 2015, Planet
Fitness generated $331 million in corporate revenue ($1.5 billion
of system-wide sales).
POSITIVEID CORP: Closes Purchase Pacts with Toledo & LG Capital
---------------------------------------------------------------
PositiveID Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that it closed on April 18,
2016, a Securities Purchase Agreement with Toledo Advisors, LLC,
providing for the purchase of two Convertible Redeemable Notes in
the aggregate principal amount of $143,000, with the first note
being in the amount of $71,500 and the second note being in the
amount of $71,500.
Toledo Note I has been funded, with the Company receiving $65,000
of net proceeds, and Toledo Note II was initially paid for by the
issuance of an offsetting $65,000 secured note issued by Toledo to
the Company. The funding of Toledo Note II is subject to certain
conditions as described in Toledo Note II. The Toledo Notes bear
an interest rate of 10%; are due and payable on April 18, 2017; and
may be converted by Toledo at any time after 180 days of the date
of closing into shares of Company's common stock calculated at the
time of conversion. The Toledo Notes are long-term debt
obligations that are material to the Company. The Toledo Notes
also contain certain representations, warranties, covenants and
events of default including if the Company is delinquent in its
periodic report filings with the Securities and Exchange
Commission, and increases in the amount of the principal and
interest rates under the Toledo Notes in the event of such
defaults. In the event of default, at the option of Toledo and in
Toledo's sole discretion, Toledo may consider the Toledo Notes
immediately due and payable.
On April 19, 2016, PositiveID closed a Securities Purchase
Agreement with LG Capital Funding, LLC, providing for the purchase
of two Convertible Redeemable Notes in the aggregate principal
amount of $126,000, with the first note being in the amount of
$63,000 and the second note being in the amount of $63,000. LG
Capital Note I has been funded, with the Company receiving $60,000
of net proceeds (net of original issue discount), and LG Capital
Note II was initially paid for by the issuance of an offsetting
$60,000 secured note issued by LG Capital to the Company. The
funding of LG Capital Note II is subject to certain conditions as
described in LG Capital Note II. The LG Capital Notes bear an
interest rate of 10%; are due and payable on April 19, 2017; and
may be converted by LG Capital at any time after 180 days of the
date of closing into shares of Company's common stock calculated at
the time of conversion. The LG Capital Notes are long-term debt
obligations that are material to the Company. The LG Capital Notes
also contain certain representations, warranties, covenants and
events of default including if the Company is delinquent in its
periodic report filings with the Securities and Exchange
Commission, and increases in the amount of the principal and
interest rates under the LG Capital Notes in the event of such
defaults. In the event of default, at the option of LG Capital and
in LG Capital's sole discretion, LG Capital may consider the LG
Capital Notes immediately due and payable.
A full-text copy of the Form 8-K report is available for free at:
http://is.gd/XoTqx8
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
PositiveID reported a net loss attributable to common stockholders
of $11.5 million on $2.94 million of revenues for the year ended
Dec. 31, 2015, compared with a net loss attributable to common
stockholders of $8.22 million on $945,000 of revenues for the year
ended Dec. 31, 2014.
As of Dec. 31, 2015, PositiveID Corp had $4.69 million in total
assets, $16.5 million in total liabilities and a stockholders'
deficit of $11.8 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company reported a
net loss, and used cash for operating activities of approximately
$11,404,000 and $4,507,000 respectively, in 2015. At Dec. 31,
2015, the Company had a working capital deficiency, a stockholders'
deficit and an accumulated deficit of approximately $10,694,000,
$11,842,000 and $144,161,000 respectively. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
PRINCE INT'L: S&P Revises Outlook to Neg on Weak Credit Metrics
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Houston-based Prince International Corp. to negative from stable.
At the same time, S&P affirmed its 'B-' corporate credit rating on
the company.
S&P also affirmed its 'B-' issue-level rating on the company's
senior secured notes due 2019. S&P's recovery rating on the notes
remains '4', indicating its expectation for average (30% to 50%; at
the upper end of the range) recovery in the event of a payment
default.
"The negative outlook reflects the risk that continued weakness in
Prince's energy- and steel- related end markets (especially oil and
gas) could continue to pressure operating results, leading us to
view Prince's capital structure as unsustainable over the
long-term," said Standard & Poor's credit analyst Michael Maggi.
"Despite this weakness, we expect Prince will maintain adequate
liquidity over the next 12 months, with adjusted EBITDA interest
coverage of about 1x by year-end 2016, before improving slightly in
2017. In addition, we expect adjusted debt to EBITDA will fall to
between 8x and 8.5x over the next 12 months."
S&P could lower the ratings if Prince's liquidity deteriorated such
that S&P viewed it to be less than adequate or if credit measures
were to weaken further, such that adjusted EBITDA interest coverage
was sustained below 0.5x. This could occur if Prince fails to
arrest the current downward trend in earnings, pressuring margins
further and raising adjusted debt to EBITDA above 12x for a
prolonged period. This could also cause the company to increase
its borrowings under its revolving credit facility, which could
negatively affect liquidity and may cause S&P to view Prince's
capital structure as unsustainable over the long-term.
S&P views an upgrade over the next 12 months as unlikely given
Prince's vulnerable business risk profile and current credit
measures. S&P could stabilize the ratings if Prince was able to
stop the current downward trend in earnings and S&P believed
industry conditions had improved. This would likely be associated
with adjusted EBITDA interest coverage sustained above 1.25x and a
liquidity score of at least adequate.
PROLOGIS INC: Fitch Affirms 'BB+' Rating on Preferred Stock
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings for Prologis,
Inc. (NYSE: PLD) and its operating partnership Prologis, L.P. at
'BBB'.
The Rating Outlook is Positive.
KEY RATING DRIVERS
The Positive Outlook reflects Fitch's expectation that the
company's pro rata leverage will trend to between 6.0x-6.5x over
the next 12-24 months, which would be consistent with a higher
rating.
However, the company delayed its trajectory towards lower leverage
upon the acquisition of the real estate assets and operating
platform of KTR Capital Partners (KTR) announced in April 2015.
The company funded its portion of the KTR acquisition primarily
with debt and proceeds from asset sales, whereas Fitch's
expectation at the time of our April 2015 IDR affirmation with a
Positive Outlook was that the company would fund the acquisition
with debt and $1.5 billion of follow-on equity, resulting in
significantly more and earlier projected delevering than what has
actually occurred. Fitch had expected Dec. 31, 2015, consolidated
leverage to be at 6.1x, as compared to the actual ratio of 6.3x on
a fourth quarter 2015 (4Q'15) run rate basis.
Pro rata leverage was 7.0x on a 1Q'16 run rate basis. While Fitch
still expects this ratio to decline to between 6.0x-6.5x over the
next 12-24 months, in April 2015 Fitch had expected the company to
have reduced leverage to this level by 2016-end. The maintenance
of the Positive Outlook reflects Fitch's expectations that PLD is
targeting lower leverage and also has the means to achieve it.
Adequate Liquidity; No Corporate Debt Maturities Until 2017:
Fitch anticipates that the company will match-fund its development
expenditures with dispositions and contributions to managed
vehicles. Timing differences and whether the company adjusts
development starts appropriately if dispositions and contributions
were to slow would determine whether the company experiences a
liquidity shortfall. Maintaining sufficient liquidity before this
match-funding strategy reduces the risks to unsecured bondholders
during periods of capital markets dislocation.
The company's liquidity coverage ratio is 1.5x for the period April
1, 2016 to Dec. 31, 2017. Fitch defines liquidity coverage as
liquidity sources divided by uses. Liquidity sources include pro
rata unrestricted cash, availability under unsecured revolving
credit facilities, and projected retained cash flows from operating
activities after dividends. Liquidity uses include pro rata debt
maturities after extension options at PLD's option, projected
recurring capital expenditures, and pro rata cost to complete
development.
Internally generated liquidity is good, as the company's adjusted
funds from operations (AFFO) payout ratio was 79% for the trailing
12 months (TTM) ended March 31, 2016. Based on the current payout
ratio, the company would retain over $225 million in annual cash
flow.
Improving Fundamentals and Fixed Charge Coverage:
Positive net absorption continues to benefit Prologis' portfolio
driven by e-commerce demand, while macro industrial indicators such
as manufacturing activity, housing starts and homebuilder
confidence indicate that demand may continue to outpace supply.
However, U.S. dollar strengthening could negatively impact exports,
placing some pressure on domestic demand.
The company's average net effective rent change on lease rollovers
has averaged 12% since the beginning of 2015, up from 7.4% on
average during 2014 and 4.5% on average in 2013. Occupancy was
96.1% as of March 31, 2016, down 80 basis points (bps) from year
end 2015 but PLD's share of adjusted cash same-store net operating
income (SSNOI) has grown by an average of 4.8% in each of the last
five quarters.
Fitch projects rental rate growth in the mid-single digits that
will support 2%-3% SSNOI growth over the next several years. This
should result in fixed-charge coverage (FCC) exceeding 3.0x, which
is adequate for the rating.
Pro rata FCC for the TTM ended March 31, 2016, was 3.0x, up from
2.8x in 2015 and 2.4x in 2014. Fitch defines pro rata FCC as pro
rata recurring operating EBITDA less pro rata recurring capital
expenditures less straight-line rent adjustments divided by pro
rata interest incurred and preferred stock dividends.
Pro Rata Metrics More Descriptive:
Fitch looks primarily at pro rata leverage (pro rata net
debt-to-pro rata recurring operating EBITDA) rather than
consolidated metrics given Fitch's expectation that PLD may in the
future support or recapitalize unconsolidated entities despite not
being legally recourse to PLD, its agnostic view toward property
management for consolidated and unconsolidated assets, and its
focus on pro rata portfolio and debt metrics. Fitch believes the
scale, size and importance of the strategic capital segment to PLD
would incentivize the company to support these entities.
As a supplementary measure, Fitch calculates consolidated leverage
as consolidated net debt-to consolidated recurring operating EBITDA
plus Fitch's estimate of recurring cash distributions from
unconsolidated co-investment ventures, since these cash
distributions benefit unsecured bondholders. At March 31, 2016,
consolidated run rate leverage was 6.1x; however, this
supplementary measure may understate leverage given the inclusion
of cash distributions from joint ventures but exclusion of the
corresponding non-recourse debt.
Excellent Capital Access:
The company has issued $7.9 billion and EUR3.2 billion in unsecured
bonds since 2009 (principally using the proceeds to refinance and
repurchase bonds and for general corporate purposes) and $3.7
billion of follow-on common equity. The company also has a $750
million at-the-market (ATM) equity offering program, of which
$535.2 million remains available for use. Additionally, Prologis'
recently increased its global revolver commitments to $3.4 billion
in availability.
Strategic capital is another important source of funding for PLD,
as evidenced by the KTR transaction being completed via a
partnership with Norges Bank Investment Management. The company
rationalized and restructured certain of its investment ventures to
increase the permanency of its capital (e.g., FIBRA Prologis and
Nippon Prologis REIT) and reduce the inter-dependence over the past
several years, which Fitch views favorably.
Weak Unencumbered Asset Coverage:
Prologis has weak contingent liquidity with a stressed value of
unencumbered assets (4Q'15 unencumbered NOI divided by a stressed
8% capitalization rate) to net unsecured debt of 1.7x. When
applying a 50% haircut to the book value of land held and a 25%
haircut to construction in progress, unencumbered asset coverage
improves to 2.0x. While Fitch recognizes that there are additional
unencumbered assets held in the joint ventures, there could be
factors that may limit or impede PLD's ability to access this
contingent liquidity such as partner approval for asset sales or
encumbrances, though PLD could sell its interest. As such, Fitch
has not explicitly considered these assets in its unencumbered
asset calculations.
Total Development Exposure Down; Consistent Speculative
Development:
PLD's strategy of developing industrial properties centers on value
creation and complements the company's core business of collecting
rent from owned assets. After construction and stabilization, the
company either holds such assets on its balance sheet or
contributes them to managed co-investment ventures.
PLD endeavors to match-fund development expenditures and
acquisitions with cash from dispositions or contributions of assets
to the ventures. If the company does not anticipate disposition or
contribution volumes, PLD management has stated that the company
would scale back development starts and acquisitions accordingly,
though the sector has a mixed track record of forecasting market
cycles.
The company's development platform is substantially smaller today
than in the previous upcycle with cost to complete equal to 3% of
undepreciated assets at March 31, 2016, (2.4% pro rata) compared
with 17.9% at year-end 2007 (19.5% pro rata). However, a
considerable portion of development remains speculative at more
than half of total development each of the last three years, which
implies elevated lease-up risk. Fitch expects PLD's development
strategy to remain consistent but the significant reduction in
exposure to its development projects should provide some downside
protection for bondholders.
Preferred Stock Notching:
The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.
KEY ASSUMPTIONS
Fitch's key assumptions within our rating case for the issuer
include:
-- 2.5% annual SSNOI through 2018;
-- $1.6 billion annual development starts through 2018;
-- $220 million annual building acquisitions through 2018;
-- $788 million annual contributions to co-investment ventures
through 2018;
-- $1.5 billion annual third-party dispositions through 2018;
-- Secured debt maturing in 2016 repaid with senior unsecured
bond issuance;
-- No debt or equity financing other than the aforementioned
unsecured bond through forecast period.
RATING SENSITIVITIES
These factors may result in an upgrade to 'BBB+':
-- Fitch's expectation of pro rata leverage sustaining below
6.5x is Fitch's primary rating sensitivity (pro rata 1Q'16
run rate leverage was 7.0x);
-- Fitch's expectation of consolidated leverage sustaining
below 6.0x (consolidated 1Q'16 run rate leverage was 6.1x.
Fitch defines consolidated leverage as net debt to recurring
operating EBITDA including recurring cash distributions from
unconsolidated entities to Prologis);
-- Fitch's expectation of liquidity coverage sustaining above
1.25x (this ratio is 1.5x);
-- Fitch's expectation of pro rata FCC sustaining above 2x
(this ratio was 3.0x for the TTM ended March 31, 2016).
These factors may result in negative action on the ratings and/or
Rating Outlook:
-- Fitch's expectation of pro rata leverage sustaining above
7.5x;
-- Fitch's expectation of consolidated leverage sustaining
above 7.0x;
-- Fitch's expectation of liquidity coverage sustaining below
1.0x;
-- Fitch's expectation of FCC sustaining below 1.5x.
FULL LIST OF RATING ACTIONS
Fitch has affirmed these ratings:
Prologis, Inc.
-- IDR at 'BBB';
-- Preferred stock at 'BB+'.
Prologis, L.P.
-- IDR at 'BBB';
-- Global senior credit facility at 'BBB';
-- Senior unsecured notes at 'BBB';
-- Multi-currency senior unsecured term loan at 'BBB';
Prologis Tokyo Finance Investment Limited Partnership
-- Senior unsecured guaranteed notes at 'BBB';
-- Senior unsecured revolving credit facility at 'BBB';
-- Senior unsecured term loan at 'BBB'.
The Rating Outlook is Positive.
PUERTO RICO: CFIF Launches Radio Ad on Dufy's Fliplop on Chapter 9
------------------------------------------------------------------
The Center for Individual Freedom (CFIF) was on April 22 launching
a new radio ad in Wisconsin exposing Representative Sean Duffy's
flip-flop on a Super Chapter 9 bankruptcy-style bailout for Puerto
Rico.
In February, Representative Duffy spoke of the dangers of a Super
Chapter 9 bailout, noting that it would raise borrowing costs for
states and stating that "all of us will pay the price for the cost
of borrowing" if Congress enacts Super Chapter 9. Now,
Representative Duffy is sponsoring the "Super Chapter 9" PROMESA
bill (HR 4900), despite his clear understanding of the dangers it
poses and precedent it sets.
"We merely seek to educate Representative Duffy's constituents on
his evolving position regarding legislation that includes Super
Chapter 9 bailout provisions for Puerto Rico," said Timothy Lee,
CFIF's Senior Vice President of Legal and Public Affairs. "A Super
Chapter 9 bankruptcy-style bailout will negatively impact the
savings of Puerto Rico bondholders across the state, and all of
Wisconsin could be forced to shoulder the increased costs of
borrowing."
This ad is CFIF's latest in its ongoing campaign to educate
Americans on the effects of a Super Chapter 9 bailout for Puerto
Rico. The PROMESA Super Chapter 9 bill imperils the rule of law
and undermines the rights of Puerto Rico's bondholders. It will
diminish retirement savings and drive up borrowing costs across
America.
RENTECH INC: Egan-Jones Cuts FC Sr. Unsecured Rating to CCC-
------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Rentech Inc. to CCC- from CCC on
April 13, 2016.
Rentech, Inc. is a Los Angeles, California, based United States
company that owns and operates wood fiber processing and nitrogen
fertilizer manufacturing businesses.
RESIDENTIAL CAPITAL: Claim Nos. 416 & 417 Disallowed
----------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York disallowed and expunged Claim Numbers 416 and
417 filed by Erlinda Aniel, Fermin Solis Aniel, and Marc Jason
Aniel, finding that (1) Smoot had authority to execute the 2011
Assignment, (2) the assignment of the Deed of Trust is valid, and
(3) as a result, GMACM and ETS had authority to commence the
foreclosure action.
A full-text copy of Judge Glenn's Memorandum Opinion and Order
dated April 20, 2016, is available at
http://bankrupt.com/misc/RESCAP98500420.pdf
Attorneys for ResCap Borrower Claims Trust:
Norman S. Rosenbaum, Esq.
Jordan A. Wishnew, Esq.
Jessica J. Arett, Esq
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019
E-mail: nrosenbaum@mofo.com
jwishnew@mofo.com
jarett@mofo.com
ERLINDA ABIBAS ANIEL, FERMIN SOLIS ANIEL, MARC JASON ANIEL,
appearing pro se.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the
public relations consultants to the Company in the Chapter 11
case. Morrison Cohen LLP is advising ResCap's independent
directors. Kurtzman Carson Consultants LLP is the claims and
notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans
to Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
RIT TECHNOLOGIES: Gets Additional NASDAQ Staff Deficiency Letter
----------------------------------------------------------------
RiT Technologies, a provider of Converged Infrastructure Management
Solutions, on April 21 disclosed that:
The Company received an additional (third) NASDAQ staff deficiency
letter dated April 12, 2016 (the "Letter"), stating that the
Company no longer complies with NASDAQ's audit committee
composition requirements, under NASDAQ Listing Rule 5605, due to
the resignation of Mrs. Galia Druker from RiT's Board of Directors
(and from its sub-committees, including the Audit Committee).
Mrs. Galia Druker served as an "External Director" (as defined in
the Israeli Companies Law) and was designated as an "Independent
Director" under NASDAQ Rules.
The Letter stated however that, under NASDAQ Rules the Company was
provided with a cure period in order to regain compliance as
follows:
-- until the earlier of the Company's next annual shareholders'
meeting or March 17, 2017; or
-- if the next annual shareholders' meeting is held before
September 13, 2016, then the Company must evidence compliance no
later than September 13, 2016."
About RiT Technologies
RiT Technologies (NASDAQ: RITT) is a provider of converged IT
infrastructure management and connectivity solutions. RiT offers a
platform that provides a unified way to manage converged systems
and services to improve network utilization, streamline
infrastructure operations, reduce network operation cost, optimize
future investments and enhance data security.
RiT's connectivity solution includes IIM - Intelligent
Infrastructure Management, high performance end-to-end structured
cabling solutions.
RiT Technologies' subsidiary RiT Wireless Ltd. produces a range of
optical wireless solutions under the Beamcaster brand, which
provide high speed, highly secure data communications across indoor
open spaces.
Deployed around the world in data centers, large corporations,
government agencies, financial institutions, telecommunications,
airport authorities, healthcare organizations and educational
facilities. RiT's shares are traded on the NASDAQ Capital Market
under the symbol RITT.
RITE AID: Egan-Jones Hikes FC Sr. Unsecured Rating to BB- From B+
-----------------------------------------------------------------
Egan-Jones Ratings Company raised the foreign currency senior
unsecured rating on debt issued by Rite Aid Corp to BB- from B+ on
April 14, 2016.
Rite Aid Corp. is a drugstore chain in the United States and a
Fortune 500 company headquartered in East Pennsboro Township,
Cumberland County, Pennsylvania, near Camp Hill.
RUE21 INC: S&P Affirms 'B-' CCR & Revises Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
Warrendale, Pa.-based specialty retailer rue21 Inc. to negative
from stable. At the same time, S&P affirmed all ratings, including
the 'B-' corporate credit rating, the 'B-' issue-level rating on
the company's term loan facility, and the 'CCC' issue-level rating
on the unsecured notes. S&P's '4' recovery rating on the term loan
reflects S&P's expectation for average recovery in the event of
default, at the high end of the 30% to 50% range. S&P's '6'
recovery rating on the unsecured notes reflects its expectation for
negligible recovery in the event of default.
"The outlook revision reflects our expectation for lower
profitability and weakening credit metrics in 2016. We previously
expected 2016 sales to increase at a high-single-digit rate, but we
now expect revenue to grow in the low-single digits, as a result of
our reduced net new-store forecast and our expectation for negative
comparable sales in 2016," said credit analyst Mathew Christy.
"Our projections also incorporate greater promotional activity and
lower EBITDA margin as a result of increased competition in the
specialty industry, and the company's higher-than-expected
inventory levels coming into fiscal 2016. Although we believe
decreased inventory levels will reduce working capital needs, we
expect lower operating results to lead to modestly negative free
operating cash flow for the next 12 months."
The negative outlook reflects S&P's expectation that weaker
operating performance will result in a decline in EBITDA and
slightly negative free operating cash flow, as margins become
increasingly pressured from a weak specialty apparel environment.
The outlook also incorporates S&P's view that credit metrics will
modestly worsen over the next 12 months, including debt to EBITDA
in low-7x area for the fiscal year ending January 2017.
A lower rating could result from further deterioration of the
company's liquidity such that S&P do not believe the company will
be able to adequately fund its business operations and the capital
structure becomes unsustainable. This could occur if a persistent
decline in same store sales at mid-single digit rate coupled with
margins falling more 300 basis leads to EBITDA declining by more
than 15% from S&P's current base-case projection. Under this
scenario, adjusted interest coverage would decline below 2.0x and
the company would have meaningful and persistent negative free
operating cash flow.
S&P could consider a revision back to stable if the company
achieves a sustained improvement in operating performance resulting
in positive comparable sales growth in the low single digit range,
operating margin expansion of 100 basis points over our base-case,
and positive free operating flow. This scenario would result in
EBITDA increasing by more than 8% over S&P's base-case scenario,
and adjusted leverage improving to the mid-6x range.
SABINE OIL: Court Refuses to Stay Denial of Committee's STN Motion
------------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York on April 21, 2016, issued a bench
decision denying the request for a stay pending appeal of the order
denying the Official Committee of Unsecured Creditors' motion
seeking standing to leave to prosecute certain claims on behalf of
Sabine Oil & Gas Corporation and its debtor affiliates.
In denying the request for a stay, Judge Chapman held, among other
things, that the threat of harm here is insignificant when weighed
against the injury that the Debtors would suffer if the stay sought
by the Committee were granted.
Because the Court denies the Motion, it declines to address the
issue of whether the Committee should be required to post a bond at
this stage of the proceedings and also declines to rule on the
Committee's request for a stay of the effectiveness of the STN
Order to the extent it would cause the expiration of the Challenge
Deadline set forth in the Cash Collateral Order. The Court will
address these issues in future proceedings should the need arise
subsequent to the disposition of the pending appeals.
A full-text copy of Judge Chapman's Bench Decision dated April 21,
2016, is available at http://bankrupt.com/misc/SABINE10200421.pdf
Counsel to the Official Committee of Unsecured Creditors:
Mark R. Somerstein, Esq.
Keith H. Wofford, Esq.
D. Ross Martin, Esq.
Douglas Hallward-Driemeier, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036
Email: mark.somerstein@ropesgray.com
keith.wofford@ropesgray.com
ross.martin@ropesgray.com
douglas.hallward-driemeier@ropesgray.com
Counsel to the Debtors:
Jonathan S. Henes, P.C.
Christopher J. Marcus, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Email: jonathan.henes@kirkland.com
christopher.marcus@kirkland.com
-- and --
Gabor Balassa, P.C.
A. Katrine Jakola, Esq.
300 North LaSalle
Chicago, IL 60654
601 Lexington Avenue
Email: gabor.balassa@kirkland.com
katie.jakola@kirkland.com
Counsel to Wells Fargo, National Association, as First Lien Agent:
Margot B. Schonholtz, Esq.
Robert H. Trust, Esq.
LINKLATERS LLP
1345 Avenue of the Americas
New York, NY 10105
Email: margot.schonholtz@linklaters.com
robert.trust@linklaters.com
Counsel to Wilmington Trust N.A. as Second Lien Agent:
Brian S. Hermann, Esq.
Moses Silverman, Esq.
Kyle J. Kimpler, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Email: bhermann@paulweiss.com
msilverman@paulweiss.com
kkimpler@paulweiss.com
Counsel to FRC Founders Corporation, Sabine Investor Holdings LLC,
First Reserve Fund XI,
L.P., First Reserve GP XI, L.P., First Reserve GP XI, Inc., Alex
Krueger, Brooks Shughart,
Michael France, and Joshua Weiner:
Andrew J. Rossman, Esq.
Susheel Kirpalani, Esq.
Julia M. Beskin, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
Email: andrewrossman@quinnemanuel.com
susheelkirpalani@quinnemanuel.com
juliabeskin@quinnemanuel.com
Counsel to Barclays Bank PLC and Barclays Capital Inc.:
Joseph J. Frank, Esq.
Fredric Sosnick, Esq.
SHEARMAN & STERLING LLP
599 Lexington Avenue
New York, NY 10022
Email: joseph.frank@shearman.com
fsosnick@shearman.com
Counsel to Richard J. Carty, Loren Carroll, Dod Fraser, James Lee,
James Lightner, Patrick R.
McDonald, Raymond Wilcox, and Victor Wind:
Kenneth R. David, Esq.
Daniel A. Fliman, Esq.
KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
1633 Broadway
New York, NY 10019
Email: kdavid@kasowitz.com
dfliman@kasowitz.com
Counsel to Sabine Directors Duane Radtke, David Sambrooks, and John
Yearwood:
Steven J. Reisman, Esq.
Theresa A. Foudy, Esq.
CURTIS, MALLET-PREVOST, COLT & MOSLE, LLP
101 Park Avenue
New York, NY 10178
Email: sreisman@curtis.com
tfoudy@curtis.com
Counsel to the Forest Notes Indenture Trustees:
Robert J. Stark, Esq.
Daniel J. Saval, Esq.
BROWN RUDNICK LLP
Seven Times Square
New York, NY 10036
Email: rstark@brownrudnick.com
dsaval@brownrudnick.com
Co-counsel to The Bank of New York Mellon Trust Company, N.A. as
Trustee under the 2017
Notes Indenture:
Daniel H. Golden, Esq.
Philip C. Dublin, Esq.
Abid Qureshi, Esq.
AKIN, GUMP, STRAUSS, HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Email: dgolden@akingump.com
pdublin@akingump.com
-- and --
Edward P. Zujkowski, Esq.
Thomas A. Pitta, Esq.
EMMET, MARVIN & MARTIN, LLP
120 Broadway, 32nd Floor
New York, NY 10271
Email: ezujkowski@emmetmarvin.com
tpitta@emmetmarvin.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.
SANDRIDGE ENERGY: Court Grants Initial OK of March 31 Settlement
----------------------------------------------------------------
The U.S. District Court for the Western District of Oklahoma
consolidated five putative shareholder derivative actions under the
caption "In re SandRidge Energy, Inc. Shareholder Derivative
Litigation." As described in further detail in the Quarterly
Report on Form 10-Q for the period ended June 30, 2015, filed by
SandRidge Energy, Inc., and in the Notice of Proposed Settlement of
Shareholder Derivative Litigation, the plaintiffs in the Federal
Shareholder Derivative Litigation have asserted a variety of claims
derivatively on behalf of the Company, including claims against
certain individual defendants who are current or former officers or
directors of the Company, and claims against certain other
parties.
On Dec. 22, 2015, the Court granted final approval to a partial
settlement among the derivative plaintiffs, the Special Litigation
Committee of the Company's board of directors, and individual
defendants Jim J. Brewer, Everett R. Dobson, William A. Gilliland,
Daniel W. Jordan, Roy T. Oliver, Jr., Jeffrey S. Serota, and Tom L.
Ward. Under the terms of this settlement, SandRidge agreed to
implement or maintain certain corporate governance reforms, and the
insurers for the individual defendants paid $38 million to an
escrow fund, which is being used to pay certain expenses arising
from pending securities litigation and, to the extent funds remain
after paying such expenses, will be paid to the Company without any
further restrictions on the Company's use of such funds. This
settlement did not resolve the derivative plaintiffs' claims
against defendants WCT Resources, L.L.C., 192 Investments, L.L.C.,
and TLW Land & Cattle, L.P.
On March 31, 2016, the derivative plaintiffs, the Special
Litigation Committee, and remaining defendants WCT Resources,
L.L.C., 192 Investments, L.L.C., and TLW Land & Cattle, L.P.
executed a Stipulation of Settlement, which would resolve the
remaining claims in the action. Under the terms of this
settlement, the remaining defendants would make a payment of
$500,000, minus taxes, expenses, and incentive awards, to
SandRidge. Counsel for the derivative plaintiffs have agreed that
they will not seek reimbursement of expenses in excess of $120,000.
Counsel for the derivative plaintiffs have also agreed that they
will not seek incentive awards for the two named plaintiffs in
excess of $15,000 each.
On April 6, 2016, the District Court issued an Order granting
preliminary approval of the March 31 settlement and establishing
procedures for notice to shareholders and consideration of any
shareholder objections to the settlement. The April 6 Order also
set a hearing for final approval of the settlement on June 15,
2016. Additional information can be found in the Notice of
Proposed Settlement of Shareholder Derivative Litigation, and the
Stipulation of Settlement, which is available on the Company's
website at
http://investors.sandridgeenergy.com/investor-relations/Derivative-Litigation-Settlement/.
About SandRidge Energy
SandRidge Energy, Inc. (OTC PINK: SDOC) --
http://www.sandridgeenergy.com/-- is an oil and natural gas
exploration and production company headquartered in Oklahoma City,
Oklahoma, with its principal focus on developing high-return,
growth-oriented projects in the U.S. Mid-Continent and Niobrara
Shale.
SandRidge Energy reported a net loss of $4.32 billion in 2015
following net income of $351.89 million in 2014.
As of Dec. 31, 2015, SandRidge had $2.99 billion in total assets,
$4.17 billion in total liabilities and a total stockholders'
deficit of $1.18 million.
* * *
The Troubled Company Reporter, on March 22, 2016, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on oil and gas exploration and production company SandRidge
Energy Inc. to 'CCC-' from 'D'. The outlook is negative.
SCHOOLMAN TRANSPORTATION: 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 Schoolman Transportation System, Inc.
Schoolman Transportation System, Inc. sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Eastern District of New York (Central Islip) (Case No.
16-71172) on March 18, 2016.
The petition was signed by William Schoolman, CEO. The Debtor is
represented by Michael G. McAuliffe, Esq., at The Law Office of
Michael G. McAuliffe.
The Debtor disclosed total assets of $2.01 million and total debts
of $4.43 million.
SEANERGY MARITIME: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------------
Seanergy Maritime Holdings Corp. filed with the Securities and
Exchange Commission its annual report on Form 20-F disclosing
a net loss of US$8.95 million on US$11.22 million of net vessel
revenue for the year ended Dec. 31, 2015, compared to net income of
US$80.34 million on US$2.01 million of net vessel revenue for the
year ended Dec. 31, 2014.
As of Dec. 31, 2015, Seanergy had US$209.35 million in total
assets, US$186.06 million in total liabilities and US$23.28 million
in total stockholders' equity.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that the Company reports a working capital deficit and
estimates that it may not be able to generate sufficient cash flow
to meet its obligations and sustain its continuing operations for a
reasonable period of time, that in turn raise substantial doubt
about the Company's ability to continue as a going concern.
A full-text copy of the Form 20-F is available for free at:
http://is.gd/XJi4Oa
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
SEQUENOM INC: Completes Consolidation of North Carolina Operations
------------------------------------------------------------------
On Jan. 13, 2016, Sequenom, Inc., filed a Current Report on Form
8-K to report estimates of certain costs associated with exit or
disposal activities in connection with the implementation of a
corporate restructuring plan. The Company filed an amendment to
the Initial Form 8-K to provide, among other disclosures, an update
on the implementation of the restructuring plan and a revised
estimate of costs and charges related thereto.
The Company completed the previously-announced consolidation of the
Company's North Carolina operations into its San Diego laboratory
facility on April 18, 2016. In connection with the consolidation,
the Company sold certain assets that were not transferred to the
San Diego laboratory to a third party for $0.7 million. In
addition, the Company has completed the elimination of the
positions referenced in the Initial Form 8-K. The Company expects
to record net cash costs of approximately $1 million in the first
quarter of 2016 in connection with the exit of its North Carolina
facility and the implementation of other cost saving measures
throughout the Company. The Company may incur additional
restructuring charges related to its cost saving initiatives in the
second quarter of 2016, however, amounts are expected to be
immaterial.
"Completing the consolidation of our North Carolina operations is
an important accomplishment that will contribute meaningfully to
our 2016 corporate cost reduction goals. At the same time, we have
adequate capacity in San Diego to absorb the test volumes that were
being processed in North Carolina, and still allow for future
growth," said Dirk van den Boom, Ph.D., president and CEO of
Sequenom.
Sequenom expects to record net cash costs of approximately $1
million in the first quarter of 2016 in connection with the exit of
its North Carolina facility and the implementation of other cost
saving measures throughout the Company. Sequenom also reaffirmed
its expectation of achieving in excess of $20 million in annualized
operating cost savings by late 2016, related both to the facility
consolidation and other initiatives as previously announced.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
Sequenom reported a net loss of $16.3 million on $128 million of
total revenues for the year ended Dec. 31, 2015, compared to net
income of $1.01 million on $152 million of total revenues for the
year ended Dec. 31, 2014.
As of Dec. 31, 2015, Sequenom had $119 million in total assets,
$157 million in total liabilities and a total stockholders' deficit
of $38.4 million.
SIONIX CORP: Tonaquint, et al., Hold 9.9% Stake as of April 22
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Tonaquint, Inc., Utah Resources International, Inc.,
Inter-Mountain Capital I Corp., JFV Holdings, Inc., and John M.
Fife disclosed that as of April 22, 2016, they beneficially own
47,336,074 shares of common stock of Sionix Corp representing 9.99
percent of the shares outstanding. A copy of the regulatory filing
is available for free at http://is.gd/GBHH36
About Sionix Corp.
Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.
Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year. The Company's balance sheet at June 30, 2013,
showed $1.04 million in total assets, $7.62 million in total
liabilities and a $6.58 million total stockholders' deficit.
Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012. The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000. In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
SKY LOFTS: Final Decree Entered, Ch. 11 Case Closed
---------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, upon Sky Lofts, LLC's application,
issued a final decree closing the Chapter 11 case.
Judge Stong ordered that the Debtor's Chapter 11 case be closed,
effective as of Dec. 31, 2015 since it appear that the estate has
been fully administered making no further administration
necessary.
According to the Debtor, its case is substantially consummated, is
fully administered and all relevant factors required for closing
the Debtor's case have been satisfied, among other things: (a) the
Confirmation Order has become final and non-appealable, (b) the
Debtor has emerged from its chapter 11 proceedings as a reorganized
entity, c) all property to be transferred under the Plan has been
so transferred, and including distribution of the documents
required by the settlement agreement entered in Adversary
Proceeding No. 12-01022-ess. Additionally, the Debtor relates that
it has also filed its final Chapter 11 Post Confirmation Quarterly
Summary Report with respect to the reporting period ending Nov. 30,
2015.
Upon closure, however, the Debtor only intends to immediately
dispose of the Records that are not necessary for the remaining
activities of the Debtor, while the Plan Administrator nevertheless
seeks authority to dispose of all Records now to avoid the cost,
expense, and need to reserve for seeking such authority at a future
date from this Court.
Accordingly, the Debtor has requested the Court to close the
Debtor’s Chapter 11 Case in order to relieve the Court, the U.S.
Trustee, and the Debtor of the administrative burdens relating to
the Chapter 11 Case, including the incurrence of further quarterly
fees.
Sky Lofts, LLC is represented by:
David Carlebach, Esq.
Ira Abel, Esq.
LAW OFFICES OF DAVID CARLEBACH, ESQ.
55 Broadway, Suite 1902
New York, New York 10006
Telephone: (212) 785-3041
Facsimile: (646) 355-1916
Email: david@carlebachlaw.com
ira@carlebachlaw.com
Brooklyn, New York-based Sky Lofts, LLC, owns and maintains real
estate. It filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case
No. 10-51510) on Dec. 8, 2010, Judge Elizabeth S. Stong presiding.
The Law Offices of David Carlebach, Esq. serves as bankruptcy
counsel. The Debtor estimated its assets at $10 million to $50
million and debts at $1 million to $10 million.
Affiliates Twin City Lofts, LLC (Bankr. E.D. N.Y. Case No.
10-50625) and S & Y Enterprises, LLC (Bankr. E.D. N.Y. Case No.
10-50623) filed separate Chapter 11 petitions on Nov. 11, 2010.
SOLENIS INTERNATIONAL: S&P Assigns 'B' Rating on EUR100MM Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level and
'3' recovery rating to the EUR100 million incremental first-lien
term loan issued by Solenis International L.P. (B/Stable/--). The
'3' recovery rating indicates S&P's expectation of meaningful
recovery (lower half of the 50% to 70% range) in the event of a
payment default.
S&P based its ratings on preliminary terms and conditions. Based
on these terms, S&P assumes the company will use the incremental
term loan for the purpose of acquisitions, paying down its
revolving credit balance, and general corporate purposes. The
ratings reflect Solenis' fair business risk profile and highly
leveraged financial risk profile. This combination of scores map
to a 'b' anchor score. There are no modifiers that affect the
anchor score and the resulting stand-alone credit profile score is
'B'.
RATINGS LIST
Solenis International L.P.
Corporate credit rating B/Stable/--
New Rating
Solenis International L.P.
Solenis Holdings 3 LLC
Senior Secured
EUR100 mil incremental 1st-lien term ln C B
Recovery rating 3L
SOUTHCROSS ENERGY: Conference Call Held to Discuss Results
----------------------------------------------------------
Southcross Energy Partners, L.P., hosted a conference call for
investors on April 22, 2016, to discuss fourth quarter and
full-year 2015 financial and operating results as well as provide
first quarter 2016 guidance. Hosting the call was John E. Bonn,
president and chief executive officer and Bret M. Allan, senior
vice president and chief financial officer of Southcross' general
partner.
About Southcross Energy Partners, L.P.
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Visit www.southcrossenergy.com for more information.
Southcross Energy reported a net loss attributable to partners of
$51.4 million on $698 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to partners of
$36.7 million on $849 million of total revenues for the year ended
Dec. 31, 2014.
As of Dec. 31, 2015, Southcross Energy had $1.31 billion in total
assets, $698 million in total liabilities and $621 million in total
partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHCROSS ENERGY: EIG Files Schedule 13D/A with SEC
----------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, EIG BBTS Holdings, LLC, EIG Management Company, LLC,
EIG Asset Management, LLC, et al., disclosed that as of April 13,
2016, they beneficially own 35,068,406 common units representing
limited partner interests of Southcross Energy Partners, L.P.,
representing 61.56 percent of the units outstanding. A copy of the
regulatory filing is available at http://is.gd/DBa4sC
About Southcross Energy Partners, L.P.
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
The Web site is http://www.southcrossenergy.com/
Southcross Energy reported a net loss attributable to partners of
$51.4 million on $698 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to partners of
$36.7 million on $849 million of total revenues for the year ended
Dec. 31, 2014. As of Dec. 31, 2015, Southcross Energy had $1.31
billion in total assets, $698 million in total liabilities and $621
million in total partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHCROSS ENERGY: TW Southcross, et al., File Schedule 13D/A
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, the following parties disclosed beneficial ownership of
35,068,406 common units representing limited partner interests of
Southcross Energy Partners, L.P. representing 61.56 percent as of
April 13, 2016:
* TW Southcross Aggregator LP;
* TW/LM GP Sub, LLC;
* Tailwater Energy Fund I LP;
* TW GP EF-I, LP;
* TW GP EF-I GP, LLC;
* Tailwater Capital LLC;
* Tailwater Holdings, LP;
* TW GP Holdings, LLC;
* Jason H. Downie; and
* Edward Herring.
A copy of the regulatory filing is available for free at:
http://is.gd/qUQiH2
About Southcross Energy Partners, L.P.
Southcross Energy Partners, L.P. is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Visit www.southcrossenergy.com for more information.
Southcross Energy reported a net loss attributable to partners of
$51.4 million on $698 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to partners of
$36.7 million on $849 million of total revenues for the year ended
Dec. 31, 2014. As of Dec. 31, 2015, Southcross Energy had $1.31
billion in total assets, $698 million in total liabilities and $621
million in total partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy Partners, LP's Corporate Family Rating
to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SOUTHCROSS HOLDINGS: Hires Alvarez & Marsal as Advisors
-------------------------------------------------------
Southcross Holdings LP, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Alvarez & Marsal North America, LLC as restructuring
advisor for the Debtors, nunc pro tunc to the Petition Date.
The Debtors require A&M to provide:
a. assistance to the Debtors in the preparation of
financial-related disclosures required by the Court;
b. assistance to the Debtors with information and analyses
required pursuant to the Debtors' debtor-in-possession ("DIP")
financing;
c. assistance with the identification and implementation of
short-term cash management procedures;
d. advisory assistance in connection with the developments and
implementation of key employee compensation and other critical
employee benefit programs;
e. assistance to the Debtors' management team and counsel
focused on the coordination of resources related to the ongoing
reorganization effort;
f. assistance in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which Court
approval is sought;
g. attendance at meetings and assistance in discussions with
potential investors, banks, and other secured lenders, any official
committee(s) appointed in these chapter 11 cases, the United States
Trustee, other parties in interest and professionals hired by same,
as requested;
h. assistance in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization in these
chapter 11 cases, including information contained in the disclosure
statement;
i. rendering other general business consulting or such other
assistance as the Debtors' management or counsel may deem necessary
consistent with the role of a restructuring advisor to the extent
that it would not be duplicative of services provided by other
professional in this proceeding.
A&M will be paid at these hourly rates:
a. Restructuring Advisory:
Managing Directors $775-975
Directors $600-750
Analysis/Associates $375-575
b. Claims Management Services
Managing Directors $675-775
Directors $500-650
Analysis/Associates $325-500
A&M will also be reimbursed for reasonable out-of-pocket expenses
incurred.
As a material part of the consideration for which the A&M
Professional have agreed to provide services, the Debtors have
agreed to the indemnification provision in paragraph 10 of the
Engagement Letter. Notwithstanding, the Debtors and A&M have agreed
to modify those provisions as follows, during the pendency of these
chapter 11 cases:
a. As set forth in paragraph (c), A&M shall not be entitled to
indemnification, contribution or reimbursement pursuant to the
Engagement Letter for services, unless such services and the
indemnification, contribution or reimbursement therefore are
approved by the Court;
b. The Debtors shall have no obligations to indemnify A&M, or
provide contribution or reimbursement to A&M, for any claim or
expense that is either: (i) judicially determined (the
determination having become final) to have arisen from A&M's gross
negligence, willful misconduct, breach of fiduciary duty, if any,
bad faith or self-dealing, or (ii) settled prior to a judicial
determination as to A&M's gross negligence, willful misconduct,
breach of fiduciary duty, or bad faith or self-dealing but
determined by this Court, after notice and a hearing to be a claim
or expense for which A&M should not receive indemnity, contribution
or reimbursement under the terms of the Agreement as modified by
this Order; and
c. If, before the earlier of (i) the entry of an order
confirming a chapter 11 plan in these cases (that order having
become a final order no longer subject to appeal), and (ii) the
entry of an order closing these chapter 11 cases, A&M believes that
it is entitled to the payment of any amounts by the Debtors on
account to the Debtors' indemnification, contribution and/or
reimbursement obligations under the Engagement Letter (as modified
by this Application), including without limitation the advancement
of defense cost, A&M must file an application therefore in this
Court, and the Debtors may not pay any such amounts to A&M before
entry of an order by this Court approving the payment. This
subparagraph (c)is intended only to specify the period of time
under which the Court shall have jurisdiction over any request for
fees and expenses by A&M for indemnification, contribution for
reimbursement, and not a provision limiting the duration of the
Debtors' obligation to indemnify A&M. All parties in interest shall
retain the right to object to any demand by A&M for
indemnification, contribution or reimbursement.
In the 90 days prior to the Petition Date, A&M received payments
totalling $1,862,545.07 in the aggregate for services performed for
the Debtors. A&M has applied these funds to amounts due for
services rendered and expenses incurred prior to the Petition Date.
As of the Petition Date, A&M holds a credit balance approximately
$114,898.88, which A&M intends to apply to fees accrued
postpetition. A precise disclosure of the amounts or credits held
as of Petition Date will be provided in A&M's first interim fee
application for postpetition services and expenses to be rendered
or incurred for or on behalf of the Debtors.
Edgar W. Mosley, Managing Director with Alvarez & Marsal North
America, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
A&M may be reached at:
Edgar W. Mosley
Managing Director
ALVAREZ & MARSAL NORTH AMERICA, LLC
2100 Ross Avenue, 21st Floor
Dallas, TX 75201
Tel: 214 438 1000
Fax: 214 438 1001
* * *
The Debtors filed the employment papers on April 11, 2016.
On the same day, the Hon. Marvin Isgur held a hearing, and then
approved the Debtors' Disclosure Statement for, and confirmed, the
Debtors' Joint Prepackaged Chapter 11 Plan. The Debtors have
provided notice that the the Effective Date of the Plan occurred on
April 13.
A hearing to consider approval of the firm's hiring is set for May
6.
About Southcross Holdings
Southcross Holdings LP owns and operates gathering and
fractionation assets in the midstream energy sector. It is the
parent company of Southcross Energy Partners GP, LLC and a major
unitholder of Southcross Energy Partners, L.P., a publicly traded
master limited partnership. EIG Global Energy
Partners,
Charlesbank Capital Partners and Tailwater Capital each
indirectly own approximately one-third of Holdings.
Holdings and its affiliates offer a full suite of midstream energy
services, including natural gas gathering, treating, compression
and transportation, as well as natural gas liquids fractionation
and delivery to end-user markets.
Southcross Holdings LP and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D. Tex. Lead Case 16-20111) on March
27, 2016. Bret M. Allan signed the petitions as authorized
signatory.
The Debtors estimated assets and debts in the range of $1 billion
to $10 billion.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as co-counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal as
restructuring advisor and Epiq Systems as claims and noticing
agent.
Hon. Marvin Isgur has been assigned to the jointly administered
cases.
SOUTHCROSS HOLDINGS: Hires Houlihan Lokey as Financial Advisors
---------------------------------------------------------------
Southcross Holdings LP, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Houlihan Lokey Capital, Inc. as financial advisor and
investment banker for the Debtors, nunc pro tunc to the Petition
Date.
The Debtors require Houlihan Lokey to:
(a) assist the Debtors in the development and distribution of
selected information, documents and other materials, including, if
appropriate, advising the Debtors in the preparation of an offering
memorandum;
(b) assist the Debtors in evaluating indications of interest
and proposals regarding any Transaction(s) from current and/or
potential lenders, equity investors, acquirers and/or strategic
partners;
(c) assist the Debtors with the negotiation of any
Transaction(s), including participating in negotiations with
creditors and other parties involved in any Transaction(s);
(d) provide expert advice and testimony regarding financial
matters related to any Transaction(s), if necessary;
(e) attend meetings of the Debtors' Board of Directors,
creditor groups, official constituencies and other interested
parties, as the Debtors and Houlihan Lokey mutually agree; and
(f) provide such other financial advisory services as may be
agreed upon by Houlihan Lokey and the Debtors.
Pursuant to the parties' Engagement Letter, the Debtors have agreed
to pay Houlihan Lokey:
(a) Initial Fee: A non-refundable cash fee of $150,000 (the
"Initial Fee");
(b) Monthly Fee: A non-refundable cash fee of $150,000 (the
"Monthly Fee"), provided however, 50% of the Monthly Fees paid to
Houlihan Lokey, after the third Monthly Fee, shall be credited
against the Transaction Fee (as defined below) to which Houlihan
Lokey becomes entitled hereunder (it being understood and agreed
that no Monthly Fee shall be credited more than once), except that,
in no event, shall such Transaction Fee be reduced below zero;
(c) Transaction Fee(s): In addition to the other fees provided
for herein, the Debtors shall pay Houlihan Lokey a transaction fee
upon the earlier to occur of: (i) in the case of an out-of-court
Transaction, the closing of such Transaction; or (ii)in the case of
an in-court Transaction, the effective date of a confirmed plan of
reorganization under Chapter 11 of the Bankruptcy Code, Houlihan
Lokey shall earn, and the Debtors shall promptly pay to Houlihan
Lokey, a cash fee ("Transaction Fee") of $5,000,000. For the
avoidance of doubt, (i) a Transaction Fee will only be payable once
upon a transaction and (ii) if more than one Transaction occurs
simultaneously or at different times, whether or not they are
connected with or related to one another, the Debtors shall not be
required to pay Houlihan Lokey more than one Transaction Fee.
Houlihan Lokey will also be reimbursed for reasonable out-of-pocket
expenses incurred, provided however, that Houlihan Lokey shall not
incur more than $100,000 in expenses without obtaining the Debtors'
prior written consent.
William H. Hardie, Managing Director of Houlihan Lokey Capital,
Inc., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.
Notwithstanding anything to the contrary in the Engagement
Agreement or any agreements incorporated by reference in the
Engagement Agreement, the Debtors' agreement to indemnify and hold
Houlihan Lokey harmless is modified as follows:
(a) subject to the provisions of subparagraphs (b) and (c)
below, the Debtors are authorized to indemnify, and shall
indemnify. Houlihan Lokey for any claims arising from, related to,
or in connection with the services to be provided by Houlihan Lokey
as specified in this Application, but not for any claim arising
from, related to, or in connection with Houlihan Lokey's
post-petition performance of any other services other than those in
connection with the engagement, unless such post-petition services
and indemnification therefor are approved by this Court; and
(b) The Debtors shall have no obligations to indemnify
Houlihan Lokey for claim or expense that is either (i) judicially
determined (the determination having become final) to have arisen
from Houlihan Lokey's bad faith, gross negligence or willful
misconduct, (ii) settled prior to a judicial determination as to
Houlihan Lokey's bad faith, gross negligence or willful misconduct
but determined by this Court, after notice and a hearing pursuant
to subparagraph (c) infra, to be a claim or expense for which
Houlihan is not entitled to receive indemnity under the terms of
this Applicatio; and
(c) If, before the earlier of (i) the entry of an order
confirming a chapter 11 plan in these cases (that order having
become a final order no longer subject to appeal), and (ii) entry
of an order closing these chapter 11 cases, Houlihan Lokey believes
that it is entitled to the payment of any amounts by the Debtors on
account to the Debtors' indemnification obligations under this
Application, including, without limitation, the advancement of
defense cost, Houlihan Lokey must file an application in this
Court, and the Debtors may not pay any such amounts to Houlihan
Lokey before entry of an order by this Court approving the payment.
This subparagraph (c)is intended only to specify the period of time
under which the Court shall have jurisdiction over any request for
fees and expenses by Houlihan Lokey for indemnification, and not a
provision limiting the duration of the Debtors' obligation to
indemnify Houlihan Lokey.
Houlihan Lokey may be reached at:
William H. Hardie, III
Managing Director
Houlihan Lokey Capital, Inc.
100 Crescent Ct., Suite 900
Dallas, TX 75201
Tel: 214-220-8470
Fax: 214-220-380
* * *
The Debtors filed the employment papers on April 11, 2016.
On the same day, the Hon. Marvin Isgur held a hearing, and then
approved the Debtors' Disclosure Statement for, and confirmed, the
Debtors' Joint Prepackaged Chapter 11 Plan. The Debtors have
provided notice that the the Effective Date of the Plan occurred on
April 13.
A hearing to consider approval of the firm's hiring is set for May
6.
About Southcross Holdings
Southcross Holdings LP owns and operates gathering and
fractionation assets in the midstream energy sector. It is the
parent company of Southcross Energy Partners GP, LLC and a major
unitholder of Southcross Energy Partners, L.P., a publicly traded
master limited partnership. EIG Global Energy
Partners,
Charlesbank Capital Partners and Tailwater Capital each
indirectly own approximately one-third of Holdings.
Holdings and its affiliates offer a full suite of midstream
energy services, including natural gas gathering, treating,
compression and transportation, as well as natural gas liquids
fractionation and delivery to end-user markets.
Southcross Holdings LP and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D. Tex. Lead Case 16-20111) on March
27, 2016. Bret M. Allan signed the petitions as authorized
signatory.
The Debtors estimated assets and debts in the range of $1 billion
to $10 billion.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as co-counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal as
restructuring advisor and Epiq Systems as claims and noticing
agent.
Hon. Marvin Isgur has been assigned to the jointly administered
cases.
SOUTHCROSS HOLDINGS: Hires Kirkland & Ellis as Attorneys
--------------------------------------------------------
Southcross Holdings LP, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Kirkland & Ellis LLP and Ellis International LLP as
attorneys for the Debtors and Debtors in Possession, nunc pro tunc
to March 27, 2016.
The Debtors require Kirkland to:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their business and properties;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative requirements
of operating in chapter 11;
c. attend meetings and negotiate with representatives of
creditors and other parties in interest;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, 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;
e. prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;
f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advise the Debtors regarding tax matters;
j. take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
k. perform all other necessary legal service for the Debtors
in connection with the prosecution of these chapter 11 cases,
including: (i) analyzing the Debtors' lease and contracts and the
assumption and assignment or rejection thereof;(ii) analyzing the
validity of liens against the Debtors; and (iii) advising the
Debtors on corporate and litigation matters.
Kirkland will be paid at these hourly rates:
Partners $875-$1,445
Of Counsel $480-$1,445
Associates $510-$945
Paraprofessionals $180-$400
Per the terms of the Engagement Letter, the Debtors paid $200,000
to Kirkland, which, as stated in the Engagement Letter, constituted
an "advance payment retainer" as defined in Rule 1.15(c) of the
Illinois Rules of Professional Conduct. Subsequently, the Debtors
paid to Kirkland additional advance payment retainers totalling
$5,349,275.34 in the aggregate.
Chad J. Husnick, partner of Kirkland & Ellis LLP and Kirkland &
Ellis International LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
In accordance with Appendix B -- Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases,
the firm disclosed that:
-- Kirkland and the Debtors have not agreed to any variations
from, or alternatives to, Kirkland's standard billing arrangements
for this engagement. The rate structure provided by Kirkland is
appropriate and is not significantly different from (a) the rates
that Kirkland charges for other non-bankruptcy representations or
(b) the rates of other comparably skilled professionals.
-- The hourly rates used by Kirkland in representing the
Debtors are consistent with the rates that Kirkland charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
Kirkland & Ellis LLP may be reached at:
Chad J. Husnick, Esq.
Kirkland & Ellis LLP
Kirkland Ellis International LLP
300 North LaSalle
Chicago, IL 60654
E-mail: chad.husnick@kirkland.com
* * *
The Debtors filed the employment papers on April 11, 2016.
On the same day, the Hon. Marvin Isgur held a hearing, and then
approved the Debtors' Disclosure Statement for, and confirmed, the
Debtors' Joint Prepackaged Chapter 11 Plan. The Debtors have
provided notice that the the Effective Date of the Plan occurred on
April 13.
A hearing to consider approval of the firm's hiring is set for May
6.
About Southcross Holdings
Southcross Holdings LP owns and operates gathering and
fractionation assets in the midstream energy sector. It is the
parent company of Southcross Energy Partners GP, LLC and a major
unitholder of Southcross Energy Partners, L.P., a publicly traded
master limited partnership. EIG Global Energy
Partners,
Charlesbank Capital Partners and Tailwater Capital each
indirectly own approximately one-third of Holdings.
Holdings and its affiliates offer a full suite of midstream energy
services, including natural gas gathering, treating, compression
and transportation, as well as natural gas liquids fractionation
and delivery to end-user markets.
Southcross Holdings LP and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D. Tex. Lead Case 16-20111) on March
27, 2016. Bret M. Allan signed the petitions as authorized
signatory.
The Debtors estimated assets and debts in the range of $1 billion
to $10 billion.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as co-counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal as
restructuring advisor and Epiq Systems as claims and noticing
agent.
Hon. Marvin Isgur has been assigned to the jointly administered
cases.
SOUTHCROSS HOLDINGS: Hires PwC as Tax Consultants
-------------------------------------------------
Southcross Holdings LP, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ PricewaterhouseCoopers LLP as Tax Consultants to the
Debtors, nunc pro tunc to the Petition Date.
The Debtors require PwC to:
a. perform services pursuant to the Tax Compliance Engagement
Letter including the following:
-- provide professional services related to the preparation
and delivery of limited partnership tax compliance packages for the
2015 tax year;
-- assist the Debtors with the collection of tax data,
review various data calculations necessary to calculate partners
allocation, and prepare Schedules K-1, U.S. Forms 1065, the U.S.
Partnership Return, and the required state income and franchise tax
returns as requested;
-- provide services for the 2016 tax year, including the
preparation of year end estimates, allocations, compliance
coordination, and related tax consulting;
-- provide advice, answers to questions on federal, state
and local, and international tax matters, including research,
discussions, preparation of memoranda, and attendance at meetings
relating to such matters, as mutually determined to be necessary;
and
-- provide advice and or assistance with respect to matters
involving the Internal Revenue Service or other tax authorities on
an as-needed or as-requested basis.
b. perform services pursuant to the Debt Restructuring
Engagement Letter including the following:
-- assist the Debtors with its evaluation of historic
losses under the Internal Revenue Code (the "IRC") and the
allocation of such tax losses to the partners of the partnership;
-- assist the Debtors with identifying the potential tax
consequences associated with the proposed restructuring
alternatives identified and evaluated by the Debtors and their
advisors;
-- assist the Debtors and their advisors with their
determination of the amount of cancellation of indebtedness income
and modeling the allocation of such cancellation of debt income to
the partners in accordance with the liability allocation rules
under IRC Section 752 associated with the proposed restructuring
alternative(s);
-- assist the Debtors with any state income tax planning
regarding the implications of the proposed restructuring (i.e.,
legal and administrative costs, historical debt financing costs,
etc.) in order to properly account for such items in the U.S.
federal and state income tax returns;
-- assist the Debtors in their projection of future
taxable income/losses following the proposed restructuring and
allocations of such projected income/losses to the partners; and
-- document, as appropriate, the tax analysis, written tax
advice, recommendations, conclusions, and correspondence for the
tax issues or other tax matters described above.
To the extent the Debtors request that PwC perform additional
services not contemplated by the Engagement Letters or directly
related to services details in the Engagement Letters, the Debtors
shall seek further application for an order of approval by the
Court for any additional services, and the application shall set
forth, in addition to the additional services to be performed,
additional fees sought to be paid.
PcW will be paid at these hourly rates:
a. Debt Restructuring Engagement Letter
Partner $700
Senior Managing Director $670
Director $465
Manager $360
Senior Associate $270
Associate $200
Paraprofessionals $155
b. Tax Compliance Engagement Letter
Partner/Senior Managing Director $525-$640
Director $430-$465
Manager $345-$375
Senior Associate $195-$285
Associate $195-$205
Paraprofessionals $150
c. Specific billing rates exist for PwC bankruptcy retention
and billing advisors:
Director $500
Manager $400
Senior Associate $225
Associate $225
Paraprofessionals $150
PwC provided prepetition services to the Debtors. The Debtors paid
PwC approximately $432,000 in the 90 days prior to the Petition
Date. As of the Petition Date, no amounts were outstanding with
respect to invoices issued by PwC to the Debtors prior to the
Petition Date.
G. David Klein, partner of PricewaterhouseCoopers 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.
PricewaterhouseCoopers LLP may be reached at:
G. David Klein
Partner
PricewaterhouseCoopers LLP
2001 Ross Ave #1800
Dallas, TX 75201
Tel: 214-999-1400
* * *
The Debtors filed the employment papers on April 12, 2016.
On the same day, the Hon. Marvin Isgur held a hearing, and then
approved the Debtors' Disclosure Statement for, and confirmed, the
Debtors' Joint Prepackaged Chapter 11 Plan. The Debtors have
provided notice that the the Effective Date of the Plan occurred on
April 13.
A hearing to consider approval of the firm's hiring is set for May
6.
About Southcross Holdings
Southcross Holdings LP owns and operates gathering and
fractionation assets in the midstream energy sector. It is the
parent company of Southcross Energy Partners GP, LLC and a major
unitholder of Southcross Energy Partners, L.P., a publicly traded
master limited partnership. EIG Global Energy Partners,
Charlesbank Capital Partners and Tailwater Capital each indirectly
own approximately one-third of Holdings.
Holdings and its affiliates offer a full suite of midstream energy
services, including natural gas gathering, treating, compression
and transportation, as well as natural gas liquids fractionation
and delivery to end-user markets.
Southcross Holdings LP and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D. Tex. Lead Case 16-20111) on March
27, 2016. Bret M. Allan signed the petitions as authorized
signatory.
The Debtors estimated assets and debts in the range of $1 billion
to $10 billion.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as co-counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal as
restructuring advisor and Epiq Systems as claims and noticing
agent.
Hon. Marvin Isgur has been assigned the jointly administered cases.
STAPLES INC: Egan-Jones Cuts FC Sr. Unsecured Rating to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Staples Inc. to BB+ from BBB- on
April 13, 2016.
Staples, Inc. is a large United States office supply chain store,
with over 2,000 stores worldwide in 26 countries.
SUNEDISON INC: Appoints Prime Clerk as Claims and Noticing Agent
----------------------------------------------------------------
SunEdison, Inc., et al., sought authority from the Bankruptcy Court
to employ Prime Clerk LLC as their claims and noticing agent,
effective nunc pro tunc to the Petition Date. The Debtors maintain
that by appointing Prime Clerk, the distribution of notices and the
processing of claims will be expedited, and the Office of the Clerk
of the Court will be relieved of the administrative burden of
processing what may be an overwhelming number of claims.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
5,000 creditors in their Chapter 11 cases. In view of the number
of anticipated claimants and the complexity of their businesses,
the Debtors assert that the appointment of a claims and noticing
agent is necessary.
Prime Clerk's claims and noticing rates are:
Title Hourly Rate
----- -----------
Analyst $25-$45
Technology Consultant $35-$70
Consultant/Senior Consultant $70-$160
Director $170-$175
Solicitation Consultant $175
Director of Solicitation $200
The Debtors request that the undisputed fees and expenses
incurred by Prime Clerk in the performance of the services
be treated as administrative expenses of their Chapter 11 estates
and be paid in the ordinary course of business without further
application to or order of the Court.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000. Prime Clerk seeks to first
apply the retainer to all prepetition invoices, then have the
retainer replenished to its original amount, and thereafter to
hold the balance of the retainer as security for postpetition
services rendered and out of pocket expenses incurred under the
Engagement Letter during these Chapter 11 cases.
The Debtors have agreed to indemnify, defend, and hold Prime Clerk,
its affiliates, parent, and each such entity's officers, members,
directors, agents, representatives, managers, consultants, and
employees harmless under certain circumstances specified in the
Engagement Letter, except in circumstances resulting solely from
Prime Clerk's gross negligence or willful misconduct or as
otherwise provided in the Engagement Letter.
Prime Clerk has represented that it neither holds nor represents
any interest materially adverse to the Debtors' estates in
connection with any matter on which it would be employed and that
it is a "disinterested person," as defined in Bankruptcy
Code Section 101(14).
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.
SUNEDISON INC: Asks Permission to Reject Two Supply Agreements
--------------------------------------------------------------
SunEdison, Inc., and certain of its affiliates seek authority from
the Bankruptcy Court to reject the following contracts, effective
nunc pro tunc to the Petition Date:
(a) PCS Supply Agreement with PCS Phosphate Company, Inc. and
PCS Sales (USA), Inc., dated as of April 30, 2007, and as
subsequently amended on June 30, 2012, relating to the
installation, operation, and maintenance of STF plants; and
(b) Polysilicon Supply Agreement with SMP Ltd., dated as of
Feb. 27, 2015, relating to the purchase of polysilicon
products.
The Debtors said they (i) are incurring substantial losses under
these Contracts and (ii) see no prospect of repositioning the
Contracts to make them profitable within an acceptable timeframe.
"Absent rejection, the Contracts impose ongoing obligations on the
Debtors and their estates that constitute an unnecessary drain on
the Debtors' resources compared to any benefits associated
therewith," said Jay M. Goffman, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Debtors.
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.
SUNEDISON INC: Hires Prime Clerk as Administrative Advisor
----------------------------------------------------------
SunEdison, Inc., and certain of its affiliates filed an application
with the Bankruptcy Court seeking permission to employ Prime Clerk
LLC as their administrative advisor effective nunc pro tunc to the
Petition Date. The Debtors said that appointing Prime Clerk as the
Administrative Advisor will provide the most cost-effective and
efficient administrative service.
Prime Clerk will, among other things:
(a) assist with solicitation, balloting and tabulation of
votes, and prepare any related reports, as required in
support of confirmation of a chapter 11 plan, and in
connection with those services, process requests for
documents from parties-in-interest, including, if
applicable, brokerage firms, bank back-offices and
institutional holders;
(b) prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services as may be requested from time
to time by the Debtors, the Court or the Office of the
Clerk of the Bankruptcy Court.
Prime Clerk's claim and noticing rates are:
Title Hourly Rate
----- -----------
Analyst $25-$45
Technology Consultant $35-$70
Consultant/Senior Consultant $70-$160
Director $170-$175
Solicitation Consultant $175
Director of Solicitation $200
Under the terms of the Services Agreement, the Debtors have agreed
to indemnify, defend and hold harmless Prime Clerk and its members,
officers, employees, representatives and agents under certain
circumstances specified in the Services Agreement, except in
circumstances resulting solely from Prime Clerk's gross negligence
or willful misconduct or as otherwise provided in the Services
Agreement.
To the best of the Debtors' knowledge, Prime Clerk is a
"disinterested person" as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14) of the Bankruptcy
Code.
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.
SUNEDISON INC: Judge Delays Request for Independent Investigation
-----------------------------------------------------------------
Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review,
reported that a bankruptcy judge on April 22 pushed back an unusual
request by SunEdison Inc., a solar-power giant that landed in
bankruptcy a day ago, to launch an independent investigation into
its dramatic reversal of fortunes.
According to the report, Judge Stuart M. Bernstein of the U.S.
Bankruptcy Court in Manhattan said creditors needed more time to
organize before he would consider appointing an independent
investigator, known as an examiner. "Certainly other parties
should weigh in," the judge said, the report cited. "You're under
investigation anyway."
The report related that U.S. Justice Department and the Securities
and Exchange Commission are investigating whether SunEdison
management misled the public as the company began to struggle.
SunEdison lawyer Jay Goffman admitted the company's request to
investigate its own actions is unusual, but told the judge the
probe would ultimately help prevent the company from languishing in
chapter 11, the report further related.
"I think it's important that all the parties have the ability to
rely upon an objective set of facts," Mr. Goffman told the court,
the report said.
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.
SUNEDISON INC: Proposes Procedures to Protect NOLs
--------------------------------------------------
SunEdison, Inc. ("SUNE") and certain of its affiliates asked the
Bankruptcy Court to approve proposed notification and hearing
procedures for certain transfers of equity securities in SUNE or of
any beneficial interest therein, including options to acquire those
equity securities, that must be complied with before those
transfers of equity securities are deemed effective. The Debtors
said the procedures are necessary to protect and preserve the value
of their U.S. federal and state tax attributes, including but not
limited to, significant net operating losses and net operating loss
carryforwards.
According to the Debtors' counsel Jay M. Goffman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, the Debtors have generated, and
are currently generating, a significant amount of NOLs for U.S.
federal income tax purposes. As of Dec. 31, 2015, the Debtors had
approximately $1.7 billion of unlimited NOLs that were available to
offset taxable income. While the value of the Debtors' Tax
Attributes is contingent upon the amount of their taxable income
that may be offset by the Tax Attributes before they expire and any
existing limitation on their usage, the Debtors' NOLs and other Tax
Attributes could translate into potential future tax savings for
the Debtors, Mr. Goffman maintained.
The Debtors' Tax Attributes are a valuable asset because the
Debtors generally can carry forward their Tax Attributes to offset
their future taxable income and, therefore, their tax liability,
thereby potentially improving liquidity for working capital
requirements and debt service.
As a general matter, if a corporation undergoes an "ownership
change", the Internal Revenue Code of 1986, as amended, could
severely limit or eliminate the corporation's ability to use their
Tax Attributes to offset future taxable income.
"By establishing procedures for continuously monitoring the trading
of SUNE equity securities, the Debtors can preserve their ability
to seek substantive relief at the appropriate time, particularly if
it appears that additional trading may jeopardize the use of their
Tax Attributes," said Mr. Goffman.
The Debtors propose that any purchase, sale, or other transfer of
equity securities in SUNE in violation of the procedures shall be
null and void ab initio as an act in violation of the automatic
stay under the Bankruptcy Code.
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.
SUNEDISON INC: Says Ch. 11 Difficult But Important Step
-------------------------------------------------------
SunEdison, Inc. on April 21 disclosed that it has commenced a
process to restructure its balance sheet and position the Company
for the future. To facilitate this restructuring, SunEdison and
certain of its domestic and international subsidiaries have filed
voluntary petitions for reorganization under chapter 11 of the U.S.
Bankruptcy Code in the Bankruptcy Court for the Southern District
of New York.
SunEdison's publicly-traded yieldcos, TerraForm Power and TerraForm
Global 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.
"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 has secured commitments for new capital totaling up to
$300 million in debtor-in-possession (DIP) 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.
The new financing will support day-to-day operations during the
reorganization, including:
-- Proceeding with work on ongoing projects, both in the U.S.
and elsewhere;
-- Paying wages and benefits for employees;
-- Continuing to provide services to customers;
-- Paying vendors and suppliers in the ordinary course for goods
and services provided on or after the date of the chapter 11
filing; and
-- Complying with all regulatory obligations.
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
motions are expected to be addressed by the Court promptly
following the filing, and include, among other things, a request
for approval of the debtor-in-possession financing, as well as
requests for authority to make wage and salary payments, continue
various benefits for employees, honor certain customer programs,
and other relief in order to continue the day-to-day operations of
SunEdison.
SunEdison has hired Rothschild Inc. and McKinsey Recovery &
Transformation Services U.S., LLC as advisors in connection with
the Company's restructuring. Skadden, Arps, Slate, Meagher & Flom
LLP is acting as its legal advisor.
SunEdison has filed its restructuring under chapter 11 of the U.S.
Bankruptcy Code. A bankruptcy filing under chapter 11 (a chapter
of title 11 of the United States Code) permits SunEdison's
reorganization under court supervision while the Company continues
to operate in the ordinary course, consistent with the agreement
reached with its debtor-in-possession lenders, in order to maximize
value for all stakeholders. SunEdison's management will remain in
control of its day-to-day business operations and its assets will
be subject to the court's jurisdiction.
About SunEdison
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.
As of Sept. 30, 2015, SunEdison had $20.71 billion in total assets,
$16.14 billion in total liabilities, $69 million in redeemable
noncontrolling interests, and $4.50 billion in total stockholders'
equity.
For the nine months ended Sept. 30, 2015, SunEdison reported a net
loss of $1 billion compared to a net loss of $985 million for the
same period in 2014.
SUNEDISON INC: Seeks Joint Administration of Cases
--------------------------------------------------
SunEdison, Inc., and certain of its affiliates asked the Bankruptcy
Court to enter an order directing the joint administration of their
separate Chapter 11 cases, for procedural purposes only, in the
Lead Case of SunEdison, Inc., Case No. 16-10992.
The Debtors said joint administration will:
(a) permit the Clerk of the Court to use a single general
docket for each of their cases and to combine notices to
creditors and other parties-in-interest of their respective
estates and, therefore, will therefore ease the burden on
the United States Trustee in supervising these bankruptcy
cases;
(b) save time and money and avoid duplicative and potentially
confusing filings by permitting counsel for the Debtors and
for parties-in-interest to (a) use a single caption on the
numerous documents that will be served and (b) file papers
in one case rather than in multiple cases; and
(c) protect parties-in-interest by ensuring that parties in
each of the Debtors' respective Chapter 11 cases will be
apprised of the various matters before the Court in the
Chapter 11 cases.
According to the Debtors, the relief sought is solely procedural
and is not intended to affect substantive rights. Each creditor
and other party-in-interest will maintain whatever rights it has
against the particular estate in which it allegedly has a claim or
right.
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.
SUNEDISON INC: Seeks Urgent Appointment of Examiner
---------------------------------------------------
SunEdison, Inc. ("SUNE") and certain of its affiliates asked the
Bankruptcy Court to enter an order directing the Office of the
United States Trustee to appoint a disinterested person as an
examiner in their Chapter 11 cases to review prepetition activity
that the examiner, in his or her discretion, finds appropriate.
The Debtors have consummated several significant corporate
transactions, including the initial public offerings of their
"yieldcos", Terraform Power, Inc. and Terraform Global, Inc.
("GLBL"), and their acquisition of First Wind, which made them the
largest renewable energy project developer in the world.
As disclosed in Court documents, a confluence of negative events
have impeded the Debtors' developmental activity which has, in
turn, precipitated a liquidity crisis. These events include, among
others:
* the poorly received Vivint merger transaction, the amendment
of the Vivint merger transaction, and subsequent failed
renegotiation of the amendment, which initially spawned
litigation in the Delaware Court of Chancery to block the
transaction and then resulted in Vivint's termination of the
agreement and initiation of litigation against certain of the
Debtors;
* the call on the Debtors' Margin Loan requiring an earlier
than anticipated $439 million repayment;
* a creditor's attempts to accelerate debt owed to it from the
First Wind transaction, resulting in the restructuring of
those obligations;
* the now-concluded investigation by the Audit Committee of
the Debtors' Board of Directors, into the accuracy of the
Company's anticipated financial position and identification
by management of material weaknesses in its internal controls
over financial reporting, primarily resulting from deficient
information technology controls in connection with newly
implemented systems, which has prevented the Debtors' from
timely filing their 2015 Form 10-K with the Securities and
Exchange Commission;
* the SEC's investigation of the Company regarding its public
disclosure of its liquidity position;
* receipt of a subpoena from the Criminal Division of the U.S.
Department of Justice seeking information and documentation
relating to: (i) certain financing activities in connection
with the Company's previously proposed acquisition of Vivint
Solar, Inc., (ii) the Audit Committee investigation, (iii)
intercompany transactions involving TERP and GLBL, and (iv)
the financing of the Company's Uruguay projects; and
* a lawsuit initiated by GLBL against SUNE in Delaware state
court that alleges, among other things, breach of fiduciary
duty, breach of contract, and unjust enrichment, regarding
GLBL's $231 million payment to SUNE with respect to the
completion of certain renewable-energy projects in India and
transfer of SUNE's equity interests in those Projects to
GLBL.
"Against this backdrop and having now entered into chapter 11, the
Debtors expect that creditor constituents will want to have some
independent review of certain prepetition transactions," said Jay
M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
counsel for the Debtors. "While the Debtors are not aware of any
particular wrongdoing, the Debtors propose appointment of an
examiner at the outset of these cases to conduct an independent
review of relevant activities."
The Debtors propose that the examiner begin working immediately and
deliver an independent report to the Court and constituents within
60 days.
The Debtors also propose that the examiner submit a budget and work
plan, subject to Court approval, within 10 days of the Appointment
Date that includes, inter alia, an estimated budget of fees and
expenses for the examiner and its professionals not to exceed
$1,000,000.
In addition, the Debtors asked the Court to prohibit parallel
investigations of their prepetition conduct that duplicate the
examiner's investigation. The Debtors maintained that permitting
multiple parties to conduct concurrent investigations into
substantially the same conduct as the examiner will not promote the
expeditious disposition of their Chapter 11 cases.
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.
SUNEDISON INC: TerraForm Global Comments on Chapter 11 Filing
-------------------------------------------------------------
TerraForm Global, Inc., an indirect subsidiary of SunEdison, Inc.
that is a global owner and operator of clean energy power plants in
emerging markets, on April 21 commented on the voluntary filing
made by SunEdison, Inc. and certain of its domestic and
international subsidiaries for protection under Chapter 11 of the
U.S. Bankruptcy Code in the Bankruptcy Court for the Southern
District of New York. TerraForm Global and its sister company,
TerraForm Power, Inc. are not part of the SunEdison bankruptcy
filing and have no plans to file for bankruptcy themselves.
TerraForm Global and TerraForm Power are publicly listed companies
that are separate legal entities and are traded separately on
Nasdaq. The equity interests of TerraForm Global and TerraForm
Power in their respective wind and solar power plants that are
legally owned by their respective subsidiaries are not available to
satisfy the claims of creditors of SunEdison. Accordingly,
TerraForm Global expects that its fleet of wind and solar power
plants will continue to operate and continue to deliver clean
electricity to its customers in Brazil, India, China, South Africa,
Uruguay, Thailand, and Malaysia.
TerraForm Global believes that it has sufficient liquidity to
operate its business. Although SunEdison's bankruptcy will present
challenges, TerraForm Global expects to continue to operate in the
ordinary course and to meet its financial obligations on a timely
basis. In addition, TerraForm Global intends to coordinate with
SunEdison so that the Company's facilities and their operations
continue to perform uninterrupted.
SunEdison has been, and is expected to continue to be, an important
partner for TerraForm Global as SunEdison affiliates provide asset
management and operations and maintenance ("O&M") services to many
of TerraForm Global's power plants. TerraForm Global anticipates
that SunEdison will continue to provide these asset management and
O&M services for TerraForm Global's power plants following the
filing. In addition, TerraForm Global expects that SunEdison
generally will continue to fulfill its obligations to provide
corporate level support to TerraForm Global under the Management
Services Agreement between SunEdison and TerraForm Global. Even if
certain of those obligations were not fulfilled, TerraForm Global
expects to be able to continue operating its business pursuant to
contingency plans it has been developing.
As SunEdison announced on April 21, 2016, SunEdison has secured
commitments for new capital totaling up to $300 million in
debtor-in-possession ("DIP") financing from a consortium of first
and second lien lenders. Subject to Court approval, these
financial resources will be made available to SunEdison to support
its continuing business operations, minimize disruption to its
worldwide projects and partnerships, and make necessary operational
changes.
TerraForm Global's corporate level revolving credit facility and
indenture for its senior unsecured bonds do not include an event of
default provision triggered by a SunEdison bankruptcy. In
addition, as previously disclosed in the Company's 8-K filing from
March 29, 2016, the majority of its existing power purchase
agreements ("PPAs") do not include provisions that permit the
offtake counterparty to terminate the contract in the event that
SunEdison files for bankruptcy. At the project level, the
financing agreements for our remaining three levered power plants
in India contain provisions that provide lenders with the right to
accelerate debt maturity due to SunEdison's bankruptcy as an
original sponsor of the project and/or party to certain material
project agreements, such as O&M and EPC related contracts. In
addition, for TerraForm Global's power plants in South Africa, the
project-level financing agreements contain events of default
provisions triggered by the bankruptcy of SunEdison as a party to
certain material project contracts, such as O&M and EPC related
contracts. Its project-level financings agreements may also
contain event of default provisions related to delays in the
preparation of audited financial statements. TerraForm Global will
work with its project lenders to obtain waivers and/or forbearance
agreements as it seeks to cure such defaults, however no assurances
can be given that such waivers and/or forbearance agreements will
be obtained.
About TerraForm Global
TerraForm Global -- http://www.terraformglobal.com-- is a
renewable energy company that is changing how energy is generated,
distributed and owned. TerraForm Global creates value for its
investors by owning and operating clean energy power plants in
high-growth emerging markets.
About SunEdison
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.
As of Sept. 30, 2015, SunEdison had $20.71 billion in total assets,
$16.14 billion in total liabilities, $69 million in redeemable
noncontrolling interests, and $4.50 billion in total stockholders'
equity.
For the nine months ended Sept. 30, 2015, SunEdison reported a net
loss of $1 billion compared to a net loss of $985 million for the
same period in 2014.
SUNEDISON INC: To Pay up to $52 Million Critical Vendor Claims
--------------------------------------------------------------
SunEdison, et al., seek permission from the Bankruptcy Court to pay
the prepetition fixed, liquidated, and undisputed claims of certain
critical vendors and service providers, in the aggregate amount of
$20 million on an interim basis, and in the aggregate amount of
approximately $52 million on a final basis.
In the ordinary course of their operations, the Debtors rely on
numerous suppliers, service providers, and vendors for the delivery
of goods and services. According to the Debtors, vendors essential
to their ongoing business operations supply those essential goods
and services without which their businesses would suffer serious
disruption.
The Debtors have identified the following types of goods and
service providers as critical to their continued renewable energy
operations: (a) material and equipment vendors, (b) development
providers, (c) providers of interconnection services, and (d)
non-affiliate engineering, procurement, and construction services
providers and other critical service providers.
Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
attorney for the Debtors, said: "The Debtors' ongoing ability to
obtain goods ... is key to their survival and necessary to preserve
the value of their estates. Absent payment of these claims --
which process is subject to oversight and approval by the Debtors'
senior procurement team, professionals, and advisors -- the Debtors
could be unable to maintain sufficient levels of inventory required
to continue uninterrupted development and construction relating to
their renewable energy operations."
The Debtors intend to condition the payment of individual Critical
Vendor Claims on (i) the most favorable trade terms, practices, and
programs in effect between the Critical Vendor and the Debtors
during the 180 days preceding the Petition Date, or (ii) such other
trade terms as they and the Critical Vendor may mutually agree
upon.
In addition, the Debtors seek confirmation from the Bankruptcy
Court that goods delivered postpetition are entitled to
administrative expense priority to help ensure that outstanding
orders continue to be satisfied without disruption.
The Debtors are also parties to certain executory contracts with
contract counterparties, pursuant to which such Contract
Counterparties have continuing contractual obligations to supply
the Debtors with critical goods and services. In order to minimize
disruption to the Debtors' continuing business operations, they
seek the Court's approval to pay, on a provisional basis,
prepetition claims of Contract Counterparties in accordance with
certain proposed procedures.
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.
SUNEDISON INC: Wants 30-Day Extension to File Schedules & Stmts.
----------------------------------------------------------------
SunEdison, Inc., et al., asked the Bankruptcy Court to:
(a) grant them additional time to file their schedules of
assets and liabilities, schedules of current income and
current expenditures, schedules of executory contracts and
unexpired leases, and statements of financial affairs
by 30 days, until 44 days after the Petition Date;
(b) grant them additional time to file financial information
reports pursuant to Bankruptcy Rule 2015.3(a) or,
alternatively, an extension of time in which to file a
motion seeking modification of the Bankruptcy Rule 2015.3
reporting requirement for cause until 30 days after the 341
Meeting;
(c) authorize the filing of required monthly operating reports
by consolidating the information required for each Debtor
in one report; and
(d) waive the requirement to (a) file a list of equity security
holders within 14 days of the Petition Date, and (b)
provide notice of the commencement of these chapter 11
cases and the 341 meeting of creditors to equity security
holders.
"Due to the number of the Debtors' creditors, the geographic scope
of the Debtors' operations, the size and complexity of the Debtors'
business, and the limited staffing available to gather, process,
and complete the Schedules and Statements, the Debtors will be
unable to complete their Schedules and Statements by the current
deadline imposed by Bankruptcy Rule 1007," according to Jay M.
Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, counsel
for the Debtors.
The Debtors maintain that consolidating the information required
for each Debtor in one monthly operating report would further
administrative economy and efficiency in these Chapter 11 cases
without prejudice to any party-in-interest, as the MOR would
accurately reflect their business operations and financial affairs.
In addition, the Debtors assert that preparing a list of all of
SunEdison's equity security holders with last-known addresses and
sending notice to all parties on such list will be burdensome,
expensive, time consuming, and serve little or no beneficial
purpose. The Debtors further said that equity security holders
will not be prejudiced because, to the extent it is determined that
equity security holders are entitled to distributions from the
Debtors' estates, those parties will be provided with notice of the
bar date and will have an opportunity to assert their interest at
that time.
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.
SYNERGY TRANSPORT: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Synergy Transport, Inc.
4141 West City Court #25
El Paso, TX 79902
Case No.: 16-30619
Chapter 11 Petition Date: April 21, 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: Not Indicated
The petition was signed by Ruben Melendez, Sr., authorized
representative.
A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb16-30619.pdf
TERVITA CORP: Moody's Cuts Corporate Family Rating to 'Ca'
----------------------------------------------------------
Moody's Investors Service downgraded Tervita Corporation's
Corporate Family Rating (CFR) to Ca from Caa2, Probability of
Default Rating to Ca-PD from Caa2-PD, the first lien senior secured
revolver rating to B3 from B1, the senior secured term loan rating
to Caa3 from Caa1, the senior secured notes rating to Caa3 from
Caa1, and the senior unsecured notes rating to C from Caa3. The
rating outlook remains negative.
"The downgrade reflects our expectation that the company's
inevitable debt restructuring process has been expedited given the
collapse in commodity prices and drilling activity," said Paresh
Chari, Moody's AVP-Analyst.
RATING RATIONALE
Tervita's Ca CFR reflects Moody's view that the company will likely
restructure its debt in the near term to improve its credit
metrics. The rating also reflects high expected leverage (above 20x
in 2016 and 2017) and weak EBITDA to interest coverage (around 0.5x
in 2016 and 2017) driven by its very high debt levels and the
slowdown in the oil and gas sector. Tervita's EBITDA has fallen
substantially in 2015 due to its exposure to oil prices, production
volumes, and drilling/completion activities which have all declined
over the last year. Tervita's capital structure is untenable
without significant earnings growth or debt reduction, which we
view as unlikely given our commodity price estimates.
Moody's expects Tervita's liquidity will be weak. At December 31,
2015 and pro forma for the settlement of the foreign exchange
derivatives in early 2016, Tervita had C$505 million of cash and
C$242 million available, after C$108 million of letters of credit,
under its C$350 million revolving credit facility that matures in
February 2018. We expect the availability under the credit
facilities to be reduced as Tervita is likely to breach its sole
financial covenant (senior secured debt to EBITDA of less than
5.75x) in the second half of 2016. We expect the company will have
over C$300 million of negative cash flow from January 1, 2016 to
March 31, 2017 which will be funded with cash. Alternative
liquidity is limited given that all North American assets are
pledged to the secured lenders. Tervita has no material debt
maturities until 2018 when most its debt comes due.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the C$350 million senior secured first lien revolver is rated B3,
four notches above the Ca CFR. The US$750 million senior secured
term loan, US$650 million senior secured notes, and C$200 million
senior secured notes, which rank pari passu, are rated Caa3, one
notch above the Ca CFR, reflecting the loss absorption cushion
provided by the lower ranking unsecured notes and subordinated
notes. The US$335 million and US$290 million senior unsecured notes
are rated C, one notch below the CFR.
The negative outlook reflects Moody's view of a near term capital
restructuring, deteriorating credit metrics and a covenant breach
in 2016.
The ratings could be downgraded if Tervita is unable to make
interest payments, files for protection or undertakes a debt
restructuring.
The ratings could be upgraded if EBITDA to interest rises towards
1.0x while maintaining adequate liquidity.
Tervita is a privately-owned Calgary, Alberta-based oilfield waste
management service provider.
TITHERINGTON DESIGN: Case Summary & 10 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Titherington Design & Manufacturing, Inc.
102 Sharron Avenue
Plattsburgh, NY 12901
Case No.: 16-10705
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Northern District of New York (Albany)
Debtor's Counsel: Francis J. Brennan, Esq.
NOLAN & HELLER, LLP
39 North Pearl Street
Albany, NY 12207
Tel: 518 449-3300
E-mail: fbrennan@nolanandheller.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Philip D. Titherington, president and
CEO.
A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb16-10705.pdf
TLC HEALTH: Can Use Cash Collateral Through May 23
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York, in
its Thirteenth Final Order, authorized TLC Health Network to use
Cash Collateral and Incur indebtedness through May 23, 2016, in an
aggregate amount equal to the amounts in the Revised Budget with a
variance of 7% per line item permitted, provided that such use
shall be exclusively in the ordinary course of the Debtor’s
business and only for those items set out in the Revised Budget.
A full-text copy of the 13th Final Cash Collateral Order is
available at http://bankrupt.com/misc/TLCcashcolord0324
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: U.S. Bank Opposes Second Exclusivity Request
-----------------------------------------------------------
Secured creditor U.S. Bank National Association objects to Trans
Coastal Supply Company, Inc.'s Second Motion to Extend Exclusivity
Period to File a Chapter 11 Plan and Disclosure Statement,
complaining that allowing the Debtor an additional four months will
result in continuing languish in bankruptcy without any progress,
while the Debtor continues to suffer losses and the estate
continues to amass professional fees.
U.S. Bank complains that for almost nine months into this case the
Debtor has not demonstrated any reasonable prospects for filing a
viable plan and there is no evidence of the existence of any good
faith progress towards reorganization nor has the Debtor shown that
there is anything to reorganize, but rather this case has
demonstrated that a liquidation is far more likely.
Certainly, U.S. Bank further complains that the Debtor has already
liquidated its sole real estate asset to generate additional
liquidity yet the net profits from such sale equated to only
$240,000, which the Debtor is quickly eroding, while failing to pay
U.S. Bank the required Adequate Protection Payments for February
2016 and March 2016.
As such, U.S. Bank avers that the parties in interest in this case,
including U.S. Bank, should not be held captive for another four
months by the Debtor’s continuing dismal financial performance
and cash burn, as the Debtor has reported negative net cash flow
and net losses almost every month during this proceeding.
U.S. Bank National Association is represented by:
Kenneth J. Ottaviano, Esq.
Karin H. Berg, Esq.
Paul T. Musser, Esq.
KATTEN MUCHIN ROSENMAN LLP
525 West Monroe Street
Chicago, IL 60661-3693
Telephone: (312) 902-5200
Email: kenneth.ottaviano@kattenlaw.com
karin.berg@kattenlaw.com
paul.musser@kattenlaw.com
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.
TRINITY RIVER: Case Summary & 13 Unsecured Creditors
----------------------------------------------------
Debtor: Trinity River Resources, LP
3698 Ranch Road 620 South, Suite 113
Austin, TX 78738
Case No.: 16-10472
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Tony M. Davis
Debtor's Counsel: Chelsea Rose Dal Corso, Esq.
William A. (Trey) Wood III, Esq.
BRACEWELL LLP
711 Louisiana Street, Suite 2300
Houston, TX 77002
Tel: 713-221-1106
E-mail: chelsea.dalcorso@bgllp.com
trey.wood@bracewelllaw.com
Debtor's
Financial
Advisor: BRIDGEPOINT CONSULTING, LLC
Debtor's
Investment
Banker: SCOTIABANK
Estimated Assets: $50 million to $100 million
Estimated Debts: $100 million to $500 million
The petition was signed by Matthew J. Telfer, manager, Trinity
River Resources, GP, LLC.
List of Debtor's 13 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
GeoSouthern Energy Corporation Joint Interest $1,382,180
1425 Lake Front Circle, Billing/Contract
Suite 200
The Woodlands, TX 77380
GeoSouthern Energy Partners, LP Contract $1,377,563
1425 Lake Front Circle
Suite 200
The Woodlands, TX 77380
American Flourite, Inc. Contract $1,377,563
1425 Lake Front Circle
Suite 200
The Woodlands, TX 77380
Anadarko E&P Onshore, LCC Joint Interest $884,651
P.O. Box 730875 Billing/Contract
Dallas, TX 75373
BP American Production Company Contract $771,758
P.O. Box 3092
Houston, TX 77253-3092
Anadarko Petroleum Corporation Contract $594,203
P.O. Box 730875
Dallas, TX 75373
Argent Energy (US) Holdings, Inc. Joint Interest $11,273
2 Houston Center, 909 Fannin St., Billing
10th Floor,
Houston, TX 77010
Ergon Energy Partners Joint Interest $8,544
Dept #2135 Billing
P.O. Box 11407
Birmingham, AL 35246
Ryder Scott Company 3rd Party $5,699
1100 Louisiana Street Vendor
Suite 3800
Houston, TX 77002
Etoco, L.P. Joint Interest $3,357
1600 Smith Street Billing
Suite 3910
Houston, TX 77002
Transzap, Inc. 3rd Party $1,185
Dept. # 3597 Vendor
P.O. Box 123597
Black Stone Energy Company, LLC Joint Interest X
1001 Fannin Street, Suite 2020 Billing
Houston, TX 77002
Linn Operating, Inc. Joint Interest $85
P.O. Box 671587 Billing
Dallas, TX 75267
TRINITY RIVER: Wants to Use Cash Collateral of Existing Lenders
---------------------------------------------------------------
Trinity River Resources, LP, filed a motion with the Bankruptcy
Court seeking permission to use cash collateral of its existing
secured lenders to fund its business operations and pay present
operating expenses.
"The Debtor faces immediate and irreparable harm to the estate
absent the emergency consideration of the relief requested in this
motion. The immediate use is necessary, and it will stabilize the
Debtor's operations and revenue by paying ordinary, postpetition
operating expenses, and any court approved prepetition expenses
that may be at issue. Without authority to use Cash Collateral,
the Debtor will not be able to function as a going concern, and
will not be able to proceed to consideration of a plan of
reorganization. Accordingly, authority to use Cash Collateral is
necessary to avoid the shutdown of the Debtor's business,"
according to William A (Trey) Wood III, Esq., at Bracewell LLP,
counsel to the Debtor.
As disclosed in Court documents, the Debtor is party to a credit
agreement in the amount of $200,000,000, dated Nov. 23, 2010, among
itself, as borrower, General Electric Credit Corporation, as
administrative agent, and certain lenders. The Credit Facility is
secured by a first priority lien on substantially all of the
Debtor's property. Approximately $116,600,000 in principal was
outstanding under the Credit Facility as of the Petition Date.
As adequate protection for the diminution in value of Cash
Collateral, the Debtor intends to (i) maintain the value of its
business as a going-concern, (ii) provide replacement liens upon
now owned and after-acquired cash to the extent of any diminution
in value of Cash Collateral, and (iii) provide superpriority
administrative claims.
About Trinity River
Trinity River Resources, LP was established in 2010 as an oil and
gas exploration and production company with a focus on East Texas
non-operated working interests. Specifically, the Debtor owns
approximately 63,000 net acres in the established Woodbine sands
and Austin Chalk formations throughout Polk, Tyler, and Jasper
counties.
The Debtor's current net production is approximately 3,000 boe/d
comprised of 43.5% oil and 56.5% rich gas from approximately 164
wells (27 vertical Woodbine wells and 137 horizontal Austin Chalk
wells). The Debtor's working interests are primarily operated by
its non-debtor affiliate BBX Operating, LLC.
Trinity River filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tex. Case No. 16-10472) on April 21, 2016. The petition was signed
by Matthew J. Telfer as manager of Trinity River Resources, GP,
LLC. The Debtor estimated assets in the range of $50 million to
$100 million and liabilities of up to $500 million.
The Debtor has hired Bracewell LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Scotiabank as investment
banker.
Judge Tony M. Davis is assigned to the case.
TRINITY TOWN: Hires Diversified Home as Property Manager
--------------------------------------------------------
Trinity Town Center, LLLP filed an amended application to the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Diversified Home Services & Construction, Inc. as property manager,
nunc pro tunc to the January 20, 2016 petition date.
The Debtor requires a property manager, specifically:
1. Steve Cash to facilitate the continuance, maintenance and
duties of the properties, and
2. Paula Friend to facilitate various office administrative
tasks.
Mr. Cash's duties include various functions including:
-- provide weekly onsite management, supervision, maintenance,
revised budgets, estimates, permits, security, repairs, and
landscaping;
-- over-site of companies providing services to in connection
with the Plan of Reorganization, repairs and maintenance of
the property, persons visiting the property, security and
any Tenant related needs;
-- provide access and monitor as needed of any/all governmental
agencies, vendors, Buyer/leasing prospects, insurance
carriers, appraisers, etc. that may come on the property as
directed by the C.R.O.
-- keep full and detailed records to substantiate Cost of Work
performed by vendors performing services to as approved by
C.R.O.
-- continue to provide updated and active licenses and
insurance as related to the Debtor's project, other than
The Debtor's own Property and Liability Insurance.
In consideration of services rendered, the Debtor will provide
payment to Diversified Home in the amount of $1,550 per week, which
includes property management work of Steve Cash and the three days
a week of reception/office clerical work of Paula Friend, which
part-time salary is $300.
The CRO anticipates that Ms. Friend's position will be soon
dissolved since the employment of the CPA, Steven Corcoran. Upon
the elimination of Ms. Friend's position, the Debtor will provide
payment to Diversified Home in the amount of $1,250 per week.
Mr. Cash 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.
Diversified Home can be reached at:
Steve Cash
DIVERSIFIED HOME SERVICES &
CONSTRUCTION, INC.
6920 Waycross Avenue
Tampa, FL 33619
Tel: (813) 376-8200
About Trinity Town Center
Trinity Town Center LLLP is a Florida limited liability limited
partnership, developing, owning and operating the Trinity Town
Center, a real estate project located in Trinity, Florida, that is
intended to be used as a life style center containing retail,
restaurant, financial services, and offices for professional and
medical.
On Jan. 20, 2015, Trinity Town Center LLLP filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-00405) in Tampa, Florida.
The petition was signed by Michael D. Luetgert, the CRO. The
Debtor has scheduled $25,215,778 in total assets and $21,599,870 in
total liabilities.
The Debtor has tapped McIntyre Thanasides Bringgold Elliot as its
legal counsel.
* * *
The deadline for filing claims is May 9, 2016.
TRUMP ENTERTAINMENT: Union Seeks High Court Ruling on CBA Rejection
-------------------------------------------------------------------
Lawrence E. Dube, writing for Bloomberg Brief, reported that the
The union representing employees at the Trump Taj Mahal in Atlantic
City, N.J., is asking the U.S. Supreme Court to review and reverse
an appeals court ruling that allowed the casino's bankrupt
operators to reject labor obligations that arose from an expired
collective bargaining agreement.
According to the report, the U.S. Court of Appeals for the Third
Circuit ruled that the federal Bankruptcy Code permits a Chapter 11
debtor-employer to reject or modify labor obligations established
in a labor contract even after the agreement has expired. The
Third Circuit affirmed a bankruptcy court ruling that permitted
Trump Entertainment Resorts Inc. and related companies to terminate
or modify employee benefits for more than 1,000 union-represented
employees, the report said.
Section 1113 of the Bankruptcy Code may allow rejection of
collective bargaining agreements, but UNITE HERE Local 54 argued
April 14 in its Supreme Court petition that the Third Circuit
disregarded the "entirely distinct" duty of a unionized employer
under the National Labor Relations Act to keep labor conditions in
effect after a contract expires pending negotiations with
employees' bargaining representative, the report related.
The case is UNITE HERE Local 54 v. Trump Entm't Resorts, Inc.,
U.S., No. 15-1286, cert. petition filed 4/14/16.
About Trump Entertainment
Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino. The Company
conducts gaming activities and provides customers with casino
resort and entertainment.
Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company. The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.
Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on Feb. 17, 2009
(Bankr. D. N.J. Lead Case No. 09-13654). The Company tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst &
Young LLP served as the Company's auditor and accountant and
Lazard Freres & Co. LLC was the financial advisor. Garden City
Group was the claims agent. The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.
Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels obtained the Court's confirmation
of its Chapter 11 plan on April 5, 2005, and in May 2005, it
exited from bankruptcy under the name Trump Entertainment Resorts
Inc.
* * *
The Troubled Company Reporter, on March 19, 2015, reported that
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware confirmed Trump Entertainment Resorts, Inc., et al.'s
Third Amended Joint Plan of Reorganization and Disclosure
Statement
pursuant to Section 1129 of the Bankruptcy Code.
The Debtors filed on January 5, 2015, the Plan and accompanying
Disclosure Statement to, among other things, provide that holders
of General Unsecured Claims will receive Distribution Trust
Interests, which will include $1 million in cash and the proceeds,
if any, of certain avoidance actions. Under the revised plan,
holders of general unsecured claims are estimated to recover 0.47%
to 0.43% of their total allowed claim amount. The Amended Plan
also includes language reflecting the recently-approved $20
million loan from Carl Icahn.
ULTRA PETROLEUM: Douglas Selvius Quits as VP Exploration & Land
---------------------------------------------------------------
Ultra Petroleum Corp. announced the departure of Douglas B.
Selvius, vice president, Exploration and Land of the Company,
effective April 14, 2016, according to a Form 8-K report filed with
the Securities and Exchange Commission.
About Ultra Petroleum
Ultra Petroleum Corp. is an independent oil and gas company engaged
in the development, production, operation, exploration and
acquisition of oil and natural gas properties. The Company was
incorporated on Nov. 14, 1979, under the laws of the Province of
British Columbia, Canada. Ultra remains a Canadian company, but
since March 2000, has operated under the laws of Yukon, Canada
pursuant to Section 190 of the Yukon Business Corporations Act. The
Company's principal business activities are developing its
long-life natural gas reserves in the Green River Basin of
southwest Wyoming -- the Pinedale and Jonah fields, its oil
reserves in the Uinta Basin in northeast Utah and its natural gas
reserves in the north-central Pennsylvania area of the Appalachian
Basin.
Ultra Petroleum reported a net loss of $3.2 billion on $839.11
million of total operating revenues for the year ended Dec. 31,
2015, compared to net income of $542.85 million on $1.23 billion of
total operating revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, the Company had $971.48 million in total
assets, $3.96 billion in total liabilities and a $2.99 billion
total shareholders' deficit.
In its report on the consolidated financial statements for the year
ended Dec. 31, 2015, Ernst & Young LLP issued a "going concern"
qualification stating that the Company's maturing Credit Agreement
and debt covenant violation raise substantial doubt about the
Company's ability to continue as a going concern.
UNI-PIXEL INC: Regains Compliance with Nasdaq Listing Rule
----------------------------------------------------------
As disclosed in a Form 8-K report filed with the Securities and
Exchange Commission, Uni-Pixel, Inc. received a written
notification from the Nasdaq Stock Market Listing Qualifications
Staff on April 20, 2016, indicating that the Company has regained
compliance with the $1.00 minimum closing bid price requirement for
continued listing on The Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5550(a)(2) and that the matter is now closed.
The closing bid price of the Company's common stock has been at
$1.00 per share or greater for at least 10 consecutive business
days.
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
Uni-Pixel reported a net loss of $37.02 million on $3.75 million of
revenue for the year ended Dec. 31, 2015, compared to a net loss of
$25.7 million on $0 of revenue for the year ended Dec. 31, 2014. As
of Dec. 31, 2015, the Company had $26.5 million in total assets,
$7.46 million in total liabilities and $19.08 million in total
shareholders' equity.
UNIVERSITY GENERAL: Court Denies Bid to Enforce Ch. 11 Injunction
-----------------------------------------------------------------
Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, denied the "Motion for an
Order Enforcing the Chapter 11 Injunction" filed by Dr. Hassan
Chahadeh, Edward T. Laborde, Jr. and Donald W. Sapaugh, in the
Chapter 11 cases of University General Hospital System, Inc., and
its debtor affiliates.
Judge Paul held that claims arising during a corporate forfeiture
are direct claims, not derivative. The court concludes that there
is no subrogation sought, and thus, Section 11.2 of the Chapter 11
plan does not enjoin the claims. Because the court determines that
neither Section 11.1 nor 11.2 enjoins Glasir's actions against the
Movants, the court does not reach Glasir's contentions that
Sections 11.1 and 11.2 violate the Bankruptcy Code, were not
proposed in good faith, and were forbidden by law.
A full-text copy of Judge Paul's Memorandum Opinion dated April 20,
2016, is available at http://bankrupt.com/misc/UGHS9780420.pdf
About University General
University General Health System, Inc., with headquarters in
Houston, Texas, was a multi-specialty health care provider that
delivered concierge physician- and patient-oriented services. UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers,
physical therapy centers, and senior living centers.
UGHS owned the University General Hospital, a 70-bed, general
Acute care hospital in the heart of the Texas Medical Center in
Houston, Texas.
UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.
The Debtors tapped John F Higgins, IV, Esq., Aaron James Power,
Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in
Houston, Texas, as counsel. Upshot Services, LLC, is the claims
and noticing agent. The Debtors also engaged Hammon Hanlon Camp,
LLC ("H2C") as their investment bankers. The Debtors retained
Munsch Hardt Kopf & Harr, P.C. as special counsel to advise them
regarding healthcare issue related to the sale of substantially
all
of their assets on an hourly fee basis. Finally, the Debtors
tapped Martin & Martin LLP as accountants to prepare the Debtors'
federal tax returns.
U.S. Trustee Judy A. Robbins formed a nine-member panel of
unsecured creditors in the Chapter 11 cases of the Debtors. The
Committee retained Locke Lord LLP as its counsel and Solic Capital
Advisors, LLC as its financial advisor.
The Debtors on July 13, 2015, obtained final approval of a $16
million postpetition revolving credit facility from existing
lender
Mid-Cap.
The Debtors won approval from the Bankruptcy Court to sell
substantially all of their assets to Foundation Surgical Hospital
Holdings, LLC for $33 million. A November auction was cancelled a
scheduled after no competing bids were received by UGH. The
proceeds from the sale will fund the distributions under the Plan.
University General Health System, Inc., announced that its Chapter
11 Plan of Liquidation became effective in accordance with its
terms on Feb. 4, 2016.
UTSTARCOM HOLDINGS: Incurs $20.7 Million Net Loss in 2015
---------------------------------------------------------
UTStarcom Holdings Corp. filed with the Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$20.7 million on $117 million of net sales for the year ended Dec.
31, 2015, compared to a net loss of $30.3 million on $129 million
of net sales for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, UTStarcom had $205 million in total assets,
$115 million in total liabilities and $90.3 million in
shareholders' equity.
"We have a history of operating losses and may not have sufficient
liquidity to execute our business plan or to continue our
operations without obtaining additional funding or selling
additional securities. We may not be able to obtain additional
funding under commercially reasonable terms or issue additional
securities.
"If we cannot meet our liquidity needs through improved operating
results, we may need to obtain additional financing from financial
institutions or other third parties. However, we may not be able
to obtain financing under commercially reasonable terms, or at all.
Additionally, we may not be able to sell additional securities to
meet our liquidity needs, and any such sale of securities would
dilute the ownership of our shareholders," the Company stated in
the Annual Report.
A full-text copy of the Form 20-F is available for free at:
http://is.gd/iGhTp3
About UTStarcom, Inc.
UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support. The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks. The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.
VALEANT PHARMA: Receives Default Notices From Senior Noteholders
----------------------------------------------------------------
Valeant Pharmaceuticals International, Inc. on April 22 disclosed
that, as a result of the delay in the Company filing its Form 10-K
for the fiscal year ended December 31, 2015, it has received
notices of default from the trustee under the indentures governing
its 5.375% Senior Notes due 2020; 6.375% Senior Notes due 2020;
7.50% Senior Notes due 2021; and 7.25% Senior Notes due 2022. The
6.375% Senior Notes due 2020 and the 7.25% Senior Notes due 2022
were issued by the Company's subsidiary, Valeant Pharmaceuticals
International. Under these bond indentures, the Company has until
June 21, 2016, 60 days from the receipt of the notices, to file its
Form 10-K, which will cure the default under the applicable
indenture in all respects. The Company previously announced on
April 12, 2016 that it received a notice of default from certain
holders of its 5.50% Senior Notes due 2023 and has until June 11,
2016 to file its Form 10-K, which will cure the default under the
applicable indenture in all respects. The Company is working
diligently and is on schedule to file its Form 10-K on or before
April 29, 2016. The notices of default do not result in the
acceleration of any of the Company's indebtedness.
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) --
http://www.valeant.com-- is a multinational specialty
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorder, eye health, neurology and
branded generics.
As of Sept. 30, 2015, Valeant had US$48.45 billion in total assets,
US$41.98 billion in total liabilities and US$6.46 billion in total
equity.
* * *
Valeant carries a B2 Corporate Family Rating from Moody's Investors
Service and 'B+' corporate credit rating from Standard & Poor's
Ratings Services.
VALEANT PHARMACEUTICALS: Egan-Jones Cuts FC Sr. Unsec. Rating to B
------------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Valeant Pharmaceuticals
International to B from BB- on April 7, 2016. EJR also lowered the
foreign currency commercial paper rating of the Company to B from
A3.
Valeant Pharmaceuticals International, Inc. is a multinational
specialty drugs company based in Laval, Quebec, Canada.
VISION INDUSTRIES: Typenex, et al., Report 9.9% Stake
-----------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Typenex Co-Investment, LLC, Red Cliffs Investments,
Inc., JVF Holdings, Inc., and John M. Fife reported that as of
April 20, 2016, they beneficially own 17,420,435 shares of common
stock of Vision Industries Corp representing 9.9 percent of the
shares outstanding. A copy of the regulatory filing is available
at no charge at http://is.gd/ngNvF6
About Vision Industries
Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.
Vision Industries Corp. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 14-28225) on Sept. 24, 2014. The
petition was signed by Jerome Torresyap as president/COO. The
Debtor disclosed total assets of $1.34 million and total
liabilities of $3.18 million. Marshack Hays LLP serves as the
Debtor's counsel. The case is assigned to Judge Robert N. Kwan.
Pursuant to an order of the U.S. Bankruptcy Court for the Central
District of California, the Chapter 11 bankruptcy proceedings of
Vision Industries Corp. was converted to a case under Chapter 7 of
the United States Bankruptcy Code effective Dec. 3, 2014.
WHISKEY ONE: Has Until June 30 to Obtain Plan Acceptances
---------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland, Baltimore Division, entered an interim order extending
the period by which Whiskey One Eight, LLC, must obtain acceptances
of its plan of reorganization until June 30, 2016.
Richard E. Polm and Polm Development Limited Partnership opposed
the Debtor's motion extending its exclusive solicitation period
through September 30, 2016, asserting that it is in the interest of
justice that the motion be denied for it facilitate the case to
move forward for such expiration of the exclusive period will
enable other interested parties to propose plans of reorganization
providing the financing that is essential to development of
Debtor’s property that the Debtor has been unable to obtain.
Judge Rice will hold a continued hearing on the Motion on June 21,
2016.
Richard Polm and Polm Development Limited Partnership are
represented by:
Robert B. Scarlett, Esq.
Andrew M. Croll, Esq.
SCARLETT, CROLL & MYERS, P.A.
201 N. Charles St., Ste. 600
Baltimore, MD 21201
Telephone: (410) 468-3100
Facsimile: (410) 332-4026
Email: rscarlett@scarlettcroll.com
amcroll@scarlettcroll.com
About Whiskey One
Whiskey One Eight, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois
signed the petition as managing member. The Debtor disclosed total
assets of $18,008,600 and total liabilities of $5,100,057 as of the
Chapter 11 filing.
Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as
the Debtor's counsel. Judge David E. Rice presides over the case.
The Debtor, on Feb. 10, 2016, filed with the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, a plan of
reorganization, which impairs all general unsecured claims. A
full-text copy of the Plan is available at
http://bankrupt.com/misc/WOEplan0210.pdf
[*] FTI Consulting's Robert Duffy to Resign by End of May
---------------------------------------------------------
Jodi Xu Klein, writing for Bloomberg Brief, reported that Robert
Duffy, global head of the corporate finance and restructuring group
at FTI Consulting Inc., is resigning from the firm at the end of
May.
Carlyn Taylor, who's on FTI's executive committee, and Michael
Eisenband, who heads its creditor advisory practice, will lead the
group until a permanent replacement is found, an FTI representative
told Bloomberg.
Previously, Duffy served as the national lead for the retail &
consumer practice in FTI's restructuring group, the report related.
His recent assignments included RadioShack Corp. and CIT Group
Inc., the report said, citing the firm's website. Duffy joined FTI
as part of its 2002 acquisition of PricewaterhouseCooper's business
recovery services group.
[*] S&P Takes Various Rating Actions on Different Housing Projects
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Massachusetts Development Finance Agency's multifamily housing
revenue debt, issued for the Emerson Manor apartments project, on
CreditWatch with developing implications.
Standard & Poor's also placed its 'CCC' rating on Mississippi Home
Corp.'s housing revenue debt, issued for the Senatobia Personal
Care apartments project, on CreditWatch with developing
implications.
Finally, Standard & Poor's placed its 'BB+' rating on Mississippi
Home Corp.'s housing revenue debt, issued for Providence Place of
Senatobia LLC, on CreditWatch with developing implications.
These CreditWatch placements coincide with Standard & Poor's
identification of a limitation in its model used to estimate
collateral cash flows for certain mortgage-backed securities
supported by multifamily mortgage loans with maturities extending
beyond 2040.
The purpose of this review will be to resolve the limitations in
the model and assess the effect of the limitation on current credit
ratings. Based on Standard & Poor's findings from the review, it
will raise, lower, affirm, or withdraw these credit ratings as
appropriate.
[^] BOND PRICING: For the Week from April 18 to 22
--------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
99 Cents Only Stores LLC NDN 11.000 38.875 12/15/2019
A. M. Castle & Co CAS 12.750 73.490 12/15/2016
A. M. Castle & Co CAS 7.000 46.250 12/15/2017
ACE Cash Express Inc AACE 11.000 47.500 2/1/2019
ACE Cash Express Inc AACE 11.000 47.000 2/1/2019
Affinion Investments LLC AFFINI 13.500 43.954 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 1.390 8/1/2015
Alpha Natural
Resources Inc ANR 9.750 0.500 4/15/2018
Alpha Natural
Resources Inc ANR 6.000 0.500 6/1/2019
Alpha Natural
Resources Inc ANR 6.250 0.500 6/1/2021
Alpha Natural
Resources Inc ANR 3.750 0.750 12/15/2017
Alpha Natural
Resources Inc ANR 4.875 0.750 12/15/2020
Alpha Natural
Resources Inc ANR 7.500 0.500 8/1/2020
Alpha Natural
Resources Inc ANR 7.500 0.493 8/1/2020
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 9.625 39.400 10/15/2018
American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019
American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.125 34.000 11/1/2020
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.375 30.500 11/1/2021
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.119 34.000 8/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.375 30.250 11/1/2021
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.119 33.500 8/1/2019
American Energy-Permian
Basin LLC / AEPB
Finance Corp AMEPER 7.125 33.750 11/1/2020
American Gilsonite Co AMEGIL 11.500 51.750 9/1/2017
American Gilsonite Co AMEGIL 11.500 51.500 9/1/2017
Anadarko Petroleum Corp APC 5.950 101.000 9/15/2016
Arch Coal Inc ACI 7.250 1.003 6/15/2021
Arch Coal Inc ACI 7.250 0.511 10/1/2020
Arch Coal Inc ACI 8.000 1.000 1/15/2019
Arch Coal Inc ACI 8.000 1.053 1/15/2019
Armstrong Energy Inc ARMS 11.750 38.450 12/15/2019
Armstrong Energy Inc ARMS 11.750 31.750 12/15/2019
Aspect Software Inc ASPECT 10.625 63.000 5/15/2017
Aspect Software Inc ASPECT 10.625 62.875 5/15/2017
Aspect Software Inc ASPECT 10.625 62.875 5/15/2017
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 7.750 15.405 1/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 14.975 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 14.250 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 14.250 8/15/2021
Avaya Inc AVYA 10.500 23.250 3/1/2021
Avaya Inc AVYA 10.500 27.000 3/1/2021
BPZ Resources Inc BPZR 6.500 5.000 3/1/2015
BPZ Resources Inc BPZR 6.500 2.328 3/1/2049
Basic Energy Services Inc BAS 7.750 30.800 2/15/2019
Basic Energy Services Inc BAS 7.750 28.750 10/15/2022
Berry Petroleum Co LLC LINE 6.375 24.989 9/15/2022
Berry Petroleum Co LLC LINE 6.750 23.750 11/1/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.000 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 7.000 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.375 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.375 10/15/2020
CNG Holdings Inc CNGHLD 9.375 42.500 5/15/2020
Caesars Entertainment
Operating Co Inc CZR 10.000 40.875 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 12.750 39.000 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 38.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 40.250 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 39.250 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 39.250 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 39.625 12/15/2018
California Resources Corp CRC 5.000 31.900 1/15/2020
Cenveo Corp CVO 11.500 51.375 5/15/2017
Cenveo Corp CVO 7.000 41.375 5/15/2017
Chaparral Energy Inc CHAPAR 7.625 19.250 11/15/2022
Chaparral Energy Inc CHAPAR 9.875 19.125 10/1/2020
Chaparral Energy Inc CHAPAR 8.250 19.125 9/1/2021
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Claire's Stores Inc CLE 8.875 27.750 3/15/2019
Claire's Stores Inc CLE 10.500 55.020 6/1/2017
Claire's Stores Inc CLE 7.750 20.500 6/1/2020
Claire's Stores Inc CLE 7.750 21.375 6/1/2020
Clean Energy Fuels Corp CLNE 5.250 60.250 10/1/2018
Clean Energy Fuels Corp CLNE 7.500 86.443 8/30/2016
Cliffs Natural
Resources Inc CLF 5.950 58.000 1/15/2018
Cliffs Natural
Resources Inc CLF 5.900 37.000 3/15/2020
Cliffs Natural
Resources Inc CLF 7.750 39.750 3/31/2020
Cliffs Natural
Resources Inc CLF 7.750 36.406 3/31/2020
Community Choice
Financial Inc CCFI 10.750 47.000 5/1/2019
Comstock Resources Inc CRK 7.750 15.000 4/1/2019
Comstock Resources Inc CRK 9.500 14.500 6/15/2020
Creditcorp CRECOR 12.000 52.000 7/15/2018
Creditcorp CRECOR 12.000 52.000 7/15/2018
Cumulus Media
Holdings Inc CMLS 7.750 41.000 5/1/2019
EPL Oil & Gas Inc EXXI 8.250 6.625 2/15/2018
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 43.100 4/15/2019
EXCO Resources Inc XCO 8.500 22.000 4/15/2022
EXCO Resources Inc XCO 7.500 41.700 9/15/2018
Eagle Rock Energy
Partners LP /
Eagle Rock Energy
Finance Corp EROC 8.375 21.083 6/1/2019
Emerald Oil Inc EOX 2.000 2.000 4/1/2019
Endeavour
International Corp END 12.000 1.017 3/1/2018
Endeavour
International Corp END 12.000 1.017 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.000 1.970 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 1.970 7/1/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 9.750 20.000 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 10.000 3.000 12/1/2020
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 10.000 3.000 12/1/2020
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.750 20.000 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 6.875 2.815 8/15/2017
Energy XXI Gulf Coast Inc EXXI 11.000 30.750 3/15/2020
Energy XXI Gulf Coast Inc EXXI 9.250 4.000 12/15/2017
Energy XXI Gulf Coast Inc EXXI 6.875 2.500 3/15/2024
Energy XXI Gulf Coast Inc EXXI 7.500 3.750 12/15/2021
Energy XXI Gulf Coast Inc EXXI 7.750 2.500 6/15/2019
FBOP Corp FBOPCP 10.000 1.843 1/15/2009
FTS International Inc FTSINT 6.250 14.256 5/1/2022
FairPoint Communications
Inc/Old FRP 13.125 1.879 4/2/2018
Federal Home Loan Banks FHLB 3.680 99.454 10/29/2035
Federal National
Mortgage Association FNMA 3.050 99.152 5/3/2027
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Forbes Energy Services Ltd FES 9.000 45.100 6/15/2019
Goodman Networks Inc GOODNT 12.125 43.000 7/1/2018
Goodrich Petroleum Corp GDPM 8.875 4.875 3/15/2018
Goodrich Petroleum Corp GDPM 8.875 0.868 3/15/2018
Gymboree Corp/The GYMB 9.125 33.996 12/1/2018
HD Supply Inc HDSUPP 11.500 110.250 7/15/2020
Halcon Resources Corp HKUS 9.750 21.500 7/15/2020
Halcon Resources Corp HKUS 13.000 31.000 2/15/2022
Halcon Resources Corp HKUS 8.875 19.305 5/15/2021
Halcon Resources Corp HKUS 9.250 21.750 2/15/2022
Halcon Resources Corp HKUS 13.000 36.000 2/15/2022
Hexion Inc HXN 9.200 42.500 3/15/2021
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
Horsehead Holding Corp ZINC 9.000 20.000 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
ION Geophysical Corp IO 8.125 51.100 5/15/2018
Illinois Power
Generating Co DYN 7.000 40.500 4/15/2018
Illinois Power
Generating Co DYN 6.300 35.046 4/1/2020
IronGate Energy
Services LLC IRONGT 11.000 25.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
Key Energy Services Inc KEG 6.750 26.435 3/1/2021
Las Vegas Monorail Co LASVMC 5.500 3.125 7/15/2019
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 29.852 12/1/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.625 28.100 12/1/2021
Lehman Brothers
Holdings Inc LEH 4.000 4.816 4/30/2009
Lehman Brothers
Holdings Inc LEH 2.000 4.816 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.070 4.816 6/15/2009
Lehman Brothers
Holdings Inc LEH 5.000 4.816 2/7/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Linn Energy LLC / Linn
Energy Finance Corp LINE 8.625 9.800 4/15/2020
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.500 8.710 5/15/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 7.750 9.801 2/1/2021
Linn Energy LLC / Linn
Energy Finance Corp LINE 12.000 19.250 12/15/2020
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 9.330 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.500 9.250 9/15/2021
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 84.000 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 9.250 11/1/2019
Logan's Roadhouse Inc LGNS 10.750 24.750 10/15/2017
MF Global Holdings Ltd MF 3.375 23.500 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC / Mag
Finance Corp MAGNTN 11.000 20.000 5/15/2018
Magnetation LLC / Mag
Finance Corp MAGNTN 11.000 8.000 5/15/2018
Magnetation LLC / Mag
Finance Corp MAGNTN 11.000 8.000 5/15/2018
Magnum Hunter
Resources Corp MHRC 9.750 25.500 5/15/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 2.250 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.250 2.111 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.000 28.250 6/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 2.125 10/1/2020
Modular Space Corp MODSPA 10.250 50.500 1/31/2019
Modular Space Corp MODSPA 10.250 49.625 1/31/2019
Molycorp Inc MCP 10.000 7.000 6/1/2020
Murray Energy Corp MURREN 11.250 19.625 4/15/2021
Murray Energy Corp MURREN 11.250 19.000 4/15/2021
Murray Energy Corp MURREN 9.500 19.625 12/5/2020
Murray Energy Corp MURREN 9.500 19.625 12/5/2020
Navient Corp NAVI 3.403 99.700 4/25/2016
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 22.000 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 29.000 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 22.000 5/15/2019
Nine West Holdings Inc JNY 8.250 28.000 3/15/2019
Nine West Holdings Inc JNY 6.875 18.000 3/15/2019
Nine West Holdings Inc JNY 8.250 23.250 3/15/2019
Nuverra Environmental
Solutions Inc NESC 9.875 40.000 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 13.125 1/29/2020
Peabody Energy Corp BTU 6.000 11.300 11/15/2018
Peabody Energy Corp BTU 6.500 10.000 9/15/2020
Peabody Energy Corp BTU 10.000 11.000 3/15/2022
Peabody Energy Corp BTU 6.250 11.074 11/15/2021
Peabody Energy Corp BTU 4.750 0.300 12/15/2041
Peabody Energy Corp BTU 7.875 10.799 11/1/2026
Peabody Energy Corp BTU 10.000 11.625 3/15/2022
Peabody Energy Corp BTU 6.000 10.750 11/15/2018
Peabody Energy Corp BTU 6.250 2.750 11/15/2021
Peabody Energy Corp BTU 6.000 10.750 11/15/2018
Peabody Energy Corp BTU 6.250 9.750 11/15/2021
Penn Virginia Corp PVAH 7.250 16.665 4/15/2019
Penn Virginia Corp PVAH 8.500 18.500 5/1/2020
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Pernix Therapeutics
Holdings Inc PTX 4.250 26.040 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 26.040 4/1/2021
PetroQuest Energy Inc PQ 10.000 49.925 9/1/2017
Pinnacle Entertainment Inc PNK 6.375 106.072 8/1/2021
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 34.750 10/1/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 34.736 10/1/2018
Quicksilver Resources Inc KWKA 9.125 2.125 8/15/2019
Quicksilver Resources Inc KWKA 11.000 2.250 7/1/2021
Resolute Energy Corp REN 8.500 35.696 5/1/2020
Rex Energy Corp REXX 8.875 15.000 12/1/2020
Rex Energy Corp REXX 6.250 10.000 8/1/2022
Rolta LLC RLTAIN 10.750 52.375 5/16/2018
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
Sabine Oil & Gas Corp SOGC 7.250 1.500 6/15/2019
Sabine Oil & Gas Corp SOGC 7.500 1.375 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 0.886 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 0.886 9/15/2020
Samson Investment Co SAIVST 9.750 0.700 2/15/2020
SandRidge Energy Inc SD 8.750 28.503 6/1/2020
SandRidge Energy Inc SD 7.500 5.940 3/15/2021
SandRidge Energy Inc SD 8.125 5.367 10/15/2022
SandRidge Energy Inc SD 8.750 6.720 1/15/2020
SandRidge Energy Inc SD 7.500 6.125 2/15/2023
SandRidge Energy Inc SD 8.750 27.250 6/1/2020
SandRidge Energy Inc SD 8.125 5.875 10/16/2022
SandRidge Energy Inc SD 7.500 5.875 2/16/2023
SandRidge Energy Inc SD 7.500 5.750 3/15/2021
SandRidge Energy Inc SD 7.500 5.750 3/15/2021
Sequa Corp SQA 7.000 15.000 12/15/2017
Sequa Corp SQA 7.000 14.500 12/15/2017
Sequenom Inc SQNM 5.000 69.500 10/1/2017
Seventy Seven Energy Inc SSE 6.500 5.000 7/15/2022
Seventy Seven
Operating LLC SSE 6.625 35.730 11/15/2019
Seventy Seven
Operating LLC SSE 6.625 35.700 11/15/2019
Seventy Seven
Operating LLC SSE 6.625 28.500 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 6.875 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 6.500 11/15/2019
Solazyme Inc SZYM 6.000 52.000 2/1/2018
Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017
Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017
SquareTwo Financial Corp SQRTW 11.625 17.500 4/1/2017
Stone Energy Corp SGY 7.500 27.500 11/15/2022
Stone Energy Corp SGY 1.750 28.000 3/1/2017
SunEdison Inc SUNE 2.000 3.750 10/1/2018
SunEdison Inc SUNE 5.000 17.500 7/2/2018
SunEdison Inc SUNE 0.250 3.750 1/15/2020
SunEdison Inc SUNE 2.375 3.200 4/15/2022
SunEdison Inc SUNE 2.750 3.511 1/1/2021
SunEdison Inc SUNE 3.375 3.000 6/1/2025
SunEdison Inc SUNE 2.625 3.200 6/1/2023
Swift Energy Co SFY 7.875 4.500 3/1/2022
Swift Energy Co SFY 7.125 5.500 6/1/2017
Swift Energy Co SFY 8.875 6.200 1/15/2020
Syniverse Holdings Inc SVR 9.125 51.000 1/15/2019
TMST Inc THMR 8.000 6.750 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 31.000 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 31.250 2/15/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
TetraLogic
Pharmaceuticals Corp TLOG 8.000 24.711 6/15/2019
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 10.250 4.625 11/1/2015
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 31.250 10/1/2020
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 15.000 4.735 4/1/2021
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 4.625 11/1/2015
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 15.000 4.000 4/1/2021
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 11.500 30.750 10/1/2020
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 3.730 11/1/2015
Triangle USA
Petroleum Corp TPLM 6.750 18.000 7/15/2022
Triangle USA
Petroleum Corp TPLM 6.750 18.250 7/15/2022
UCI International LLC UCII 8.625 21.144 2/15/2019
Vanguard Natural
Resources LLC / VNR
Finance Corp VNR 7.875 23.994 4/1/2020
Venoco Inc VQ 8.875 3.750 2/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 12.000 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 13.063 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 0.100 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 9.125 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 9.500 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 9.125 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 9.500 1/15/2019
Violin Memory Inc VMEM 4.250 29.196 10/1/2019
W&T Offshore Inc WTI 8.500 16.145 6/15/2019
Walter Energy Inc WLTG 9.500 13.000 10/15/2019
Walter Energy Inc WLTG 9.500 12.875 10/15/2019
Walter Energy Inc WLTG 9.500 12.875 10/15/2019
Walter Energy Inc WLTG 9.500 12.875 10/15/2019
Warren Resources Inc WRES 9.000 0.125 8/1/2022
Warren Resources Inc WRES 9.000 1.277 8/1/2022
Warren Resources Inc WRES 9.000 1.277 8/1/2022
iHeartCommunications Inc IHRT 10.000 43.500 1/15/2018
iHeartCommunications Inc IHRT 6.875 54.332 6/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***