/raid1/www/Hosts/bankrupt/TCR_Public/160427.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, April 27, 2016, Vol. 20, No. 118
Headlines
ACE'S INDOOR: Case Summary & 20 Largest Unsecured Creditors
ADILACE HOLDINGS: Court Denies S. Sullivan's Bid to Intervene
ADVANCED BIOMEDICAL: Court Won't Rule Accounts Receivables Issue
ADVANCED TECH: S&P Lowers Rating on 2028 Revenue Bonds to 'BB+'
AF-SOUTHEAST LLC: Meeting to Form Creditors' Panel Set for May 5
ALERE INC: Said to Get Default Notice from Creditors
ALIANTE GAMING: Boyd to Acquire Aliante Casino Hotel for $380MM
ALPHA NATURAL: Coal Act Funds Ask for Adequate Protection
ALPHA NATURAL: PLR Stalking Horse, Bid Protections Approval Sought
ALROSE ALLEGRIA: Hires Leonard Harris as Accountant
ALROSE ALLEGRIA: SilvermanAcampora Okayed as Ch.11 Trustee Counsel
ALTA MESA: Moody's Lowers CFR to Caa2, Outlook Remains Negative
AMERICAN HOSPICE: HPA Has Offer; Sale Hearing on April 28
AMERICAN POWER: Unit Agrees to Extend $500K Note Maturity to 2017
APOLLO RESIDENTIAL: Egan-Jones Cuts FC Sr. Unsec. Rating to B
ARIA ENERGY: S&P Affirms 'B' CCR & Revises Outlook to Negative
ASARCO LLC: Cannot Recoup $7.4MM from Noranda Due to Estoppel
ASPEN DENTAL: S&P Withdraws 'B' Corporate Credit Rating
ATLANTIC & PACIFIC: Submits $4.9-Mil. Term Loan Payoff Settlement
AXIALL CORP: S&P Lowers Corp. Credit Rating to BB-, Outlook Stable
BASIC ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to C
BINDER & BINDER: Time to Remove Actions Extended to Aug. 1
BIOFUELS POWER: Incurs $908,000 Net Loss in 2015
BOMBARDIER RECREATIONAL: Moody's Affirms Ba3 CFR, Outlook Stable
BRADLEY WESTON TAGGART: OK to Seek Atty Fees in State Court
CAESARS ENTERTAINMENT: Makes Settlement Offer to Bondholder Group
CAMELBACK LLC: U.S. Trustee Unable to Appoint Committee
CCNG ENERGY: Sells Membership Interest to Trinity Acquisition
CENTRAL BEEF: Schedules $18.4M in Assets, $13.6M in Debt
CHARLOTTE RUSSE: S&P Lowers CCR to 'B-', Outlook Negative
CHG LEGACY: Case Summary & 20 Largest Unsecured Creditors
CHRIST'S HOUSEHOLD: Court Approves Tschida as Special Counsel
CITYCENTER HOLDINGS: Moody's Raises Corporate Family Rating to B1
CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary
CORNERSTONE INDUSTRIES: Proposes $3-Mil. Sale to One Smooth
CYPRESS ADMINISTRATIVE: Case Summary & 4 Unsecured Creditors
D.J. SIMMONS: Bar Date For Filing Proofs of Claim Set on May 27
DARDEN RESTAURANTS: Moody's Withdraws Ba1 Corporate Family Rating
DEL MAR COMMERCE: Liquidating Trustee Can Administer Property
DENBURY RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC
EMERALD FALLS: Case Summary & 20 Largest Unsecured Creditors
EMPIRE LAND: EPI's Bid for Summary Judgment Denied
ENERGY TRANSFER: Egan-Jones Cuts FC Sr. Unsecured Rating to B+
EPICOR SOFTWARE: Bank Debt Trades at 5% Off
ESCALERA RESOURCES: May 6 Deadline for Filing SHU Claims
FAIRMOUNT SANTROL: S&P Lowers CCR to 'CCC+', Outlook Negative
FOREST PARK: Wants Until June 8 to Assume or Reject Lease
FOX HILL REALTY: $1.035MM Sale to Pay Creditors in Full
FPMC AUSTIN: Proposes to Sell Property for $100MM
FPMC FORT WORTH: Hires Cherry Bekaert as Accountants
GEO GROUP: S&P Assigns 'BB+' Rating on New $900MM Revolver Facility
H.C.T.C. LLC: Case Summary & 5 Unsecured Creditors
HCSB FINANCIAL: RMB Capital, et al., Report 9.9% Stake
HELIX ENERGY: Egan-Jones Cuts FC Sr. Unsecured Rating to CCC
HERCULES OFFSHORE: S&P Lowers CCR to 'CCC-', Outlook Negative
HOLLY ENERGY: S&P Raises CCR to 'BB+', Outlook Stable
INDICON INC: Dismissal of Vanguard's Suit v. Non-Debtors Affirmed
INNOVATIVE MACHINING: Case Summary & 20 Top Unsecured Creditors
J. CREW: Bank Debt Trades at 22% Off
JARDEN CORP: Moody's Withdraws Ba3 Corporate Family Rating
JUMIO INC: Auction Scheduled for April 28
JUMIO INC: To Auction Assets on Thursday
KSL MEDIA: Court Denies LGB's Bid to Strike Trustee's Allegations
LAKE MICHIGAN BEACH: BCL Loses Bid to Dismiss Ch. 11 Case
LEXMARK INTERNATIONAL: Egan-Jones Cuts FC Sr. Unsec. Rating to BB
LINN ENERGY: Amends 2015 Annual Report
LINNCO LLC: Amends 2015 Annual Report
LOCAL CORP: May 25 Hearing on Bid to Disallow US Bank Claims
MALLINCKRODT GROUP: Bank Debt Trades at 3% Off
MARIA VISTA: Bid to Remand Suit v. Mi Nipomo, Costa Pacifica Denied
MID-STATES SUPPLY: Caterpillar Financial Seeks Adequate Protection
MID-STATES SUPPLY: Wants to Reject Int'l Brotherhood CBA
MOLYCORP INC: U.S. Trustee Ordered to Appoint Chapter 11 Trustee
NEIMAN MARCUS: Bank Debt Trades at 6% Off
NEURALSTEM INC: Receives NASDAQ Bid Price Deficiency Notice
NFP CORP: Moody's Affirms B3 Corporate Family Rating
NOVINDA CORP: U.S. Trustee Unable to Appoint Committee
OAK ROCK: Committee, et al., Ordered to Settle Through Mediation
OCWEN FINANCIAL: Egan-Jones Cuts Sr. Unsecured Rating to CCC+
OFFICE DEPOT: Egan-Jones Hikes FC Sr. Unsecured Rating to BB-
OLD CANAL FINANCIAL: Sarsentone Had Standing to Pursue Claims
OWEN-ILLINOIS: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to BB-
PACIFIC EXPLORATION: Clarifies "Court Supervised Process" as CCAA
PACIFIC EXPLORATION: Retains Kingsdale as Proxy Solicitation Agent
PACIFIC SUNWEAR: Hires Guggenheim Securities as Investment Banker
PACIFIC SUNWEAR: Hires Sullivan & Cromwell as Special Counsel
PACIFIC SUNWEAR: Proposes to Implement KEIP and KERP
PACIFIC SUNWEAR: Taps Prime Clerk as Administrative Agent
PEABODY ENERGY: To Sell Prairie Energy Campus for $57MM
PERFORMANT BUSINESS: Moody's Affirms B3 CFR, Outlook Negative
PHILLIPS INVESTMENTS: Ten-X to Auction Property on May 2-4
PORTER BANCORP: Closes $5M Private Placement of Common Stock
POSTROCK ENERGY: Can Use Citibank Cash Collateral
QUANTUM FUEL: Sale Procedures Okayed; Bids Due June 20
R&S ST. ROSE: BB&T to Appeal Order Denying Consolidation of Cases
R&S ST. ROSE: Status Hearing on Plan Confirmation Set for May 18
RAMBUS INC: Egan-Jones Hikes FC Sr. Unsecured Rating to BB
RCS CAPITAL: Cetera Debtors Hire Young Conaway as Co-counsel
RCS CAPITAL: Cetera Debtors Tap Lazard Freres as Investment Banker
REDPRAIRIE CORP: Bank Debt Trades at 6% Off
RESIDENTIAL CAPITAL: Order Sustaining Silver Claim Objection Upheld
RESIDENTIAL CAPITAL: Suit vs. Summit Remains in District Court
RIVERSIDE PLAZA: Schedules $675K in Assets, $16.8M in Debt
RWL INVESTMENTS: Hires Charlotte John as Listing Agent
RWL INVESTMENTS: Hires Newmark Grubb as Listing Agent
SABINE OIL: Court Denies STN Motions
SAMSON RESOURCES: Wants to Sell Aircraft to Avpro for $2.9-Mil.
SIMPLY FASHION: Gets Approval to Settle Claim for Store No. 125
SIMPLY FASHION: Gets Approval to Settle Claim for Store No. 137
SIMPLY FASHION: Gets Court Approval to Settle 3 BP Claims
SMALL BUSINESS: Balks at US Trustee Bid to Dismiss or Convert Case
SOUTHCROSS HOLDINGS: Hires Clement as Local Counsel
SPENDSMART NETWORKS: Rubinstein Quits as Director & Interim CEO
STANDARD REGISTER: Gets Approval to Settle Preference Claims
STONE ENERGY: Names Independent Director as Special Liaison
SWIFT ENERGY: Closes JV Deal with TEXEGY for Louisiana Properties
SWIFT ENERGY: Completes Financial Restructuring, Exits Chapter 11
TARGET CANADA: Creditors Meeting on May 25 in Toronto
TATOES LLC: Schedules $16.6M in Assets, $29.62M in Debt
TRISTREAM EAST: Amegy Sells Loan; Cash Use Objection Resolved
USIC HOLDINGS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
VALEANT PHARMA: Default Notices No Impact on Moody's B2 CFR
VALEANT PHARMACEUTICALS: Bank Debt Trades at 3% Off
VALEANT PHARMACEUTICALS: Gets More Default Notices after 10-K Delay
VARIA SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
VELOCITY POOLING: S&P Lowers CCR to 'CCC+', Outlook Negative
VENOCO INC: Schedules $930.3M in Assets, $1.28B in Debt
WILLIAM CONTRACTOR: Court Partly Junks Suit vs Banco Popular
YUM! BRANDS: Egan-Jones Lowers FC Sr. Unsec. Rating to BB
[*] Choate's Jennifer Fenn Bags M&A Advisor "Emerging Leader" Award
[*] The Deal Unveils Results of Q1 2016 Bankruptcy League Tables
*********
ACE'S INDOOR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ace's Indoor Shooting Range & Pro Gun Shop, Inc.
2105 NW 102 Place
Miami, FL 33172
Case No.: 16-15918
Chapter 11 Petition Date: April 25, 2016
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Robert A Mark
Debtor's Counsel: Jacqueline Calderin, Esq.
EHRENSTEIN CHARBONNEAU CALDERIN
501 Brickell Key Drive #300
Miami, FL 33131
Tel: 305.722.2002
Fax: 305.722.2001
E-mail: jc@ecclegal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by George de Pina, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-15918.pdf
ADILACE HOLDINGS: Court Denies S. Sullivan's Bid to Intervene
-------------------------------------------------------------
Judge Tony M. Davis of the United States Bankruptcy Court for the
Western District of Texas, Austin Division, denied the Motion to
Intervene of Susan Sullivan finding that she does not need to
participate in the Motion to Set to protect her interests and
allowing her intervention would lead to additional expense and
possible delay.
The Trustee has filed a motion to set a deadline for a contract
counterparty -- Petitioning Creditor Grinberg Asset Holdings -- to
make an election under Section 365(n) of the Bankruptcy Code.
Grinberg objected, creating a contested matter. Susan Sullivan, a
creditor, seeks to intervene in this contested matter because she
thinks she knows better than the Trustee how to administer the
estate, and because she says the contested matter will affect her
separate state-court litigation with Grinberg in California.
A full-text copy of the Memorandum Opinion dated March 28, 2016 is
available at http://is.gd/phvqIqfrom Leagle.com.
The case is In re: ADILACE HOLDINGS, INC., Chapter 7, Debtor, Case
No. 14-11583-TMD (Bankr. W.D. Tex.).
Adilace Holdings, Inc., Debtor, is represented by Christopher G.
Bradley, Esq. -- Chris.Bradley@wallerlaw.com -- Waller Lansden
Dortch & Davis, LLP, Eric J. Taube, Esq. --
Eric.Taube@wallerlaw.com -- Waller Lansden Dortch & Davis, LLP,
Morris D. Weiss, Esq. -- Morris.Weiss@wallerlaw.com -- Waller
Lansden Dortch & Davis, LLP.
Grinberg Asset Holdings, LLC, Petitioning Creditor, is represented
by Stephen W. Sather, Esq. -- Barron & Newburger, P.C.
ADVANCED BIOMEDICAL: Court Won't Rule Accounts Receivables Issue
----------------------------------------------------------------
Judge Mark S. Wallace of the United States Bankruptcy Court for the
Central District of California, Santa Ana Division, declined the
invitation of the United States of America on behalf of the IRS to
adjudicate the rights and priorities of Plaintiff Specialty
Laboratories Inc. and the IRS with respect to the Assigned
Receivables on the ground that such adjudication would in no way
affect the bankruptcy estate or its administration as the Assigned
Receivables are not property of Defendant-Debtor Advanced
Biomedical, Inc.'s bankruptcy estate.
The Plaintiff commenced this adversary proceeding seeking a
declaratory judgment that it is the owner of, and holds title to,
all or a portion of certain accounts receivable and proceeds
thereof scheduled by the Defendant. The Defendant contends that it
is the owner of, and holds title to, all such personal property.
The Plaintiff has proven by a preponderance of the evidence that it
is the current owner of the Assigned Receivables and that it became
the owner of such property no later than September 25, 2014, the
date of entry of the Assignment Order.
A full-text copy of the Memorandum Decision and Order dated March
22, 2016 which is available at http://is.gd/IMedgnfrom
Leagle.com.
The adversary case is Specialty Laboratories Inc. Plaintiff(s), v.
Advanced Biomedical, Inc. Defendant(s), Adv No: 8:14-ap-01275-MW in
relation to bankrupctcy case In re: Advanced Biomedical, Inc.
Chapter 11 Debtor(s), Case No. 8:14-bk-15938-MW,
Timothy C. Aires of Aires Law Firm for Specialty Laboratories Inc.;
Robert Sabahat and Dixon Gardner of Madison Harbor, ALC for
Advanced Biomedical, Inc.; and Jolene Tanner, Assistant United
States Attorney, Sandra R. Brown, Assistant United States Attorney
Chief, Tax Division, and Eileen M. Decker, United States Attorney,
for the United States of America on behalf of its agency, the
Internal Revenue Service.
ADVANCED TECH: S&P Lowers Rating on 2028 Revenue Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Advanced Tech Academy (ATA), Mich.'s series
2008 revenue bonds. The outlook is stable.
"The downgrade reflects our view of ATA's consistently weak
liquidity position and reliance on the short-term borrowing of
state aid anticipation notes, flat enrollment despite expectations
of enrollment growth in fall 2015 leading to a decline in per pupil
funding, and limited demand flexibility," said Standard & Poor's
credit analyst Gauri Gupta.
The stable outlook reflects S&P's view that during the one-year
outlook period, ATA will maintain stable to growing enrollment,
produce positive operations on a full-accrual basis, and maintain
liquidity and maximum annual debt service coverage at or near
current levels. S&P expects that ATA will continue to rely on
state anticipation notes for operations in the near term.
Initially chartered in 1999 by Lake Superior State University, ATA
is a public charter school located in Dearborn. It is accredited
by AdvancED, formerly the North Central Association, and serves
approximately 1,350 students in prekindergarten through 12th
grade.
AF-SOUTHEAST LLC: Meeting to Form Creditors' Panel Set for May 5
----------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on May 5, 2016, at 1:00 p.m. in the
bankruptcy case of AF-Southeast, LLC, et al.
The meeting will be held at:
J. Caleb Boggs Federal Building
844 King St., Room 2112
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
ALERE INC: Said to Get Default Notice from Creditors
----------------------------------------------------
Sridhar Natarajan, writing for Bloomberg Brief, reported that Alere
Inc., the medical-testing supplier under federal scrutiny, received
a notice of default from a group of bondholders after the company
delayed filing its 2015 financial statement, according to people
with knowledge of the matter.
Alere, which agreed in February to be bought by Abbott Laboratories
for about $5.8 billion, hasn't disclosed a default notice through
regulatory filings, according to the report. Some of the company's
senior lenders were told, over a private reporting system, of a
March 21 default notice, the people said, the report related. They
were given the information this month while Alere was negotiating
for more time to file the annual financial report, Bloomberg said,
citing the people, who asked not to be identified because the
information was private.
While the notice itself wouldn't give lenders the right to
immediately demand repayment, the default claim adds to a turbulent
two months for the company, the report noted. After announcing the
deal with Abbott on Feb. 1, it told investors four weeks later that
it was delaying its 10-K statement while it analyzed how it
recorded revenue in Africa and China, the report said.
Alere Inc. is a global diagnostic device and service provider. The
company was founded in 2001 and is headquartered in Waltham,
Massachusetts.
* * *
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.
The Troubled Company Reporter, on Feb. 5, 2016, reported that
Standard & Poor's Ratings Services said that it placed its 'B'
corporate credit rating on Alere Inc., and all existing issue-level
ratings on the company's debt, on CreditWatch with positive
implications.
"The rating action is in response to the announcement that the
company has accepted an acquisition offer by Abbott Laboratories
for $5.8 billion. We expect Abbott to fund the transaction with
debt and to assume or refinance Alere's debt upon completion of
the
deal," said Standard & Poor's credit analyst Maryna Kandrukhin
The Troubled Company Reporter, on Feb. 3, 2016, reported that
Moody's Investors Service placed the ratings of Alere, Inc. under
review for upgrade, including the company's B2 Corporate Family
Rating and B2-PD Probability of Default Rating. Instrument ratings
placed under review for upgrade include those for the Ba3 senior
secured first lien credit facilities, B3 senior unsecured notes,
and Caa1 senior subordinated notes. Moody's concurrently affirmed
Alere's speculative grade liquidity rating of SGL-1. This action
follows the announcement that Alere has entered into a definitive
agreement to be acquired by Abbott Laboratories. The transaction
is valued at approximately $8.4 billion to be funded with $5.8
billion in cash and the assumption of about $2.6 billion in net
debt.
ALIANTE GAMING: Boyd to Acquire Aliante Casino Hotel for $380MM
---------------------------------------------------------------
Boyd Gaming Corporation on April 21 disclosed that it has entered
into a definitive agreement to acquire ALST Casino Holdco, LLC, the
holding company of Aliante Casino Hotel and Spa, for total net cash
consideration of $380 million.
Opened in 2008 at a cost of more than $660 million, Aliante is an
upscale, resort-style casino and hotel offering premium
accommodations, gaming, dining, entertainment and retail.
Strategically located on the 215 Beltway within the master-planned
community of Aliante, the property is well-positioned to benefit
from future planned development throughout the city of North Las
Vegas.
"Aliante is an asset without rival in the North Las Vegas market,
strategically positioned to benefit from substantial future growth
across the northern part of the Las Vegas Valley," said Keith
Smith, President and Chief Executive Officer of Boyd Gaming. "With
significant residential and industrial developments moving forward
in the area, Aliante's long-term potential is compelling. In
addition, there are significant synergy opportunities at the
property, allowing us to immediately improve its operating and
financial performance. This acquisition will further strengthen
and diversify our robust Las Vegas portfolio, the fastest-growing
segment of our business."
Aliante Chief Executive Officer Soohyung Kim said, "It has been an
honor to be part of the rebirth of Aliante Casino from a difficult
restructuring to this excellent outcome for all stakeholders. We
recognize that it would not have been possible but for the
dedication of each and every team member, led by Terry Downey.
These efforts have resulted in Aliante becoming the leader in our
market. We are confident that Boyd Gaming will take Aliante to the
next level and help it fulfill its ultimate potential. The future
of North Las Vegas is brighter than ever, and we expect that
Aliante will continue to be mainstay of our community."
Aliante is the premier gaming asset in North Las Vegas, featuring
an 82,000-square-foot gaming floor and more than 200 luxury hotel
rooms and suites. The property's upscale amenities include five
signature restaurants, an ultra-modern, 170-seat race and sports
book, a 16-screen movie theater complex, 14,000 square feet of
event and banquet space, a luxury spa and an expansive,
resort-style pool and outdoor lounge area. Aliante is situated on
approximately 40 acres within the 1,905-acre Aliante master-planned
community, and is adjacent to an 18-hole championship golf course.
Aliante will be Boyd Gaming's first property in North Las Vegas,
and its 10th property in southern Nevada, one of the
fastest-growing gaming markets in the United States. The Company's
current Nevada portfolio includes The Orleans and Gold Coast, both
located just west of the Las Vegas Strip; Suncoast, located just
south of the master-planned community of Summerlin in northwest Las
Vegas; Sam's Town, on the east side of Las Vegas on Boulder
Highway; Eldorado and Jokers Wild, both located in Henderson; and
California Hotel and Casino, Fremont Hotel and Casino, and Main
Street Station, all in downtown Las Vegas.
The Company expects the transaction to be cash flow positive and
accretive to earnings per share during its first full year of
ownership.
The transaction is expected to close during the third quarter,
subject to the satisfaction of customary closing conditions and the
receipt of all required regulatory approvals, including approval by
the Nevada Gaming Commission and the Federal Trade Commission. The
transaction will be funded with cash on hand.
Morrison & Foerster LLP served as legal advisor to Boyd Gaming for
the transaction. Akin Gump Strauss Hauer & Feld LLP served as
legal advisor and Houlihan Lokey served as financial advisor to
Aliante.
About Boyd Gaming
Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com-- is a diversified owner and operator of
22 gaming entertainment properties located in Nevada, Illinois,
Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey.
About Aliante
ALST Casino Holdco, LLC ("ALST") was formed in 2011 to acquire the
equity interests of Aliante Gaming, LLC ("AG LLC") --
http://www.aliantegaming.com-- under a joint plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code. AG LLC is the owner and operator of the Aliante Casino +
Hotel + Spa (the "Hotel"), located within the Aliante
master-planned community in the City of North Las Vegas. The Hotel
features a full-service Scottsdale-modern, desert-inspired casino
and resort with more than 200 luxury hotel rooms and suites and
approximately 82,000 square feet of gaming space, including slot
machines, gaming tables, a bingo room and a 170 seat race and
sports book. The Hotel's non-gaming amenities include a 16-screen
movie theater complex, a 650-seat showroom, an entertainment
lounge, a spa and a resort style pool and six full-service
restaurants and 14,000 square feet of event space. Aliante is
situated on approximately 40 acres within the 1,905-acre Aliante
master-planned community, and is adjacent to an 18-hole
championship golf course.
ALPHA NATURAL: Coal Act Funds Ask for Adequate Protection
---------------------------------------------------------
The Coal Act Funds, made up of the UMWA Combined Benefit Fund and
the UMWA 1992 Benefit Plan, ask the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, for adequate
protection of the Coal Act Funds' interests in property, in the
event that the Debtors' property is sold free and clear of such
interests under Section 363(f) of the Bankruptcy Code.
"The Debtors have proposed to turn over their core assets to a
group of pre-petition lenders through a "sale" structured as a $500
million credit bid... The terms of the proposed sale purport to
extinguish, via Section 363(f) of the Bankruptcy Code, liabilities
of the purchaser that might arise in the future under the Coal Act
in connection with the sold properties... The Coal Act Funds have
objected to Section 363(f) relief, because future Coal Act tax
liability of the purchaser of the Debtors' assets, for periods
after the closing of a sale, cannot be extinguished by an order of
this Court under Section 363(f) of the Bankruptcy Code... If (and
only if) the Court overrules the Coal Act Funds' objection, the
Coal Act Funds request that the Court order the Debtors to provide
adequate protection to the Coal Act Funds with respect to such
interests, as required by section 363(e)," the Coal Act Funds
aver.
The UMWA Combined Benefit Fund and the UMWA 1992 Benefit Plan are
represented by:
Karen M. Crowley, Esq.
Ann B. Brogan, Esq.
BROGAN, P.C.
150 Boush Street, Suite 300
Norfolk, VA 23510
Telephone: (757)333-4500
Facsimile: (757)333-4501
E-mail: kcrowley@clrbfirm.com
abrogan@clrbfirm.com
- and -
Paul A. Green, Esq.
John R. Mooney, Esq.
MOONEY, GREEN, SAINDON, MURPHY
& WELCH, P.C.
1920 L Street, N.W., Suite 400
Washington, D.C. 20036
Telephone: (202)783-0010
Facsimile: (202)783-6088
E-mail: pgreen@mooneygreen.com
jmooney@mooneygreen.com
- and -
John C. Goodchild, III, Esq.
MORGAN, LEWIS & BOCKIUS LLP
1701 Market St.
Philadelphia, PA 19103-2921
Telephone: (215)963-5000
Facsimile: (215)963-5001
E-mail: john.goodchild@morganlewis.com
- and -
Sabin Willett, Esq.
Julia Frost-Davies, Esq.
MORGAN, LEWIS & BOCKIUS LLP
One Federal Street
Boston, MA 02110-1726
Telephone: (617)341-7700
Facsimile: (617)341-7701
E-mail: sabin.willett@morganlewis.com
julia.frost-davies@morganlewis.com
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second
largest among publicly traded U.S. coal producers as measured by
2014 consolidated revenues of $4.3 billion. As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
* * *
Alpha Natural Resources, Inc. on March 8 disclosed that it has
filed a proposed Chapter 11 Plan of Reorganization and a related
Disclosure Statement with the United States Bankruptcy Court for
the Eastern District of Virginia. Together with the
recently-filed
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor
claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis. By selling certain assets as a going concern
and restructuring the company's remaining assets into a
reorganized
Alpha, the company is able to provide maximum recovery to its
creditors, while preserving jobs and putting itself in the best
position to meet its reclamation obligations. This path will
allow
for a conclusion of Alpha's bankruptcy proceedings by June 30,
2016.
ALPHA NATURAL: PLR Stalking Horse, Bid Protections Approval Sought
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Alpha Natural Resources, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, to approve the designation of Rice Drilling B
LLC, as the stalking horse bidder for the purchase of the PLR
Assets.
The Debtors also ask the Court to approve the PLR Bid Protections.
The PLR Assets consist of the Debtors' interest in Debtor
Pennsylvania Land Resources Holding Company, LLC's ("PLR
Holdco")natural gas business in the Marcellus Shale in southwestern
Pennsylvania, including all oil and gas assets, owned by its
subsidiary Pennsylvania Land Resources, LLC ("PLR").
The PLR Assets include, but are not limited to:
(a) oil and gas property rights and related assets, including
wells and pads, held by PLR;
(b) oil and gas property rights held by Cumberland Coal
Resources, LP; and
(c) oil and gas property rights, and several shallow
conventional wells, held by PLR Holdco.
The Debtors relate that they have negotiated with a number of
potential purchasers of the PLR Assets who submitted PIIs under the
Bidding Procedures and exchanged drafts of proposed asset purchase
agreements with three parties containing varying terms for a cash
bid for the PLR Assets. The Debtors further relate that based on
their review of the terms, and after significant good faith, arms'
length negotiations and consultation with the First Lien Lenders
and the Consultation Parties, the Debtors determined that the terms
provided by the PLR Stalking Horse constituted the best available
stalking horse bid for the PLR Assets to set a floor for the
auction process.
The PLR Stalking Horse Asset Purchase Agreement, contains, among
others, the following relevant terms:
(a) The PLR Stalking Horse will purchase the PLR Assets from
PLR for $200,000,000 in cash and other consideration;
(b) As part of the PLR Transaction, the applicable Debtors
and PLR will enter into the Coordination Agreement and the Surface
Use Agreement.
(i) Coordination Agreement: Establishes the framework
under which the parties will work cooperatively to develop the
properties situated in a specific geographic area, known as the
Coordination Area, having regard for the coal rights of Cumberland,
Debtor Emerald Coal Resources, LP and Debtor Foundation Mining, LLC
("Consenting Parties"), on the one hand, and the oil and gas rights
of the PLR Stalking Horse ("Purchaser"), on the other hand. It
expressly recites, among others, that the rights of the coal
businesses constitute the dominant estate, and provides the
mechanism for approval by the Consenting Parties of locations for
drilling pads and wells to be constructed by the PLR Stalking Horse
in the Coordination Area.
(ii) Surface Use Agreement: Will facilitate and establish the
terms and conditions for the granting of surface use rights and
easements for oil and gas operations on lands owned by PLR Holdco
or any purchaser of these assets. The Surface Use Agreement
further recites that the coal operations comprise the dominant
estate, and relieves PLR Holdco, its affiliates, successors or
third party contractors from liability for subsidence damage. The
Surface Use Agreement imposes insurance obligations on the PLR
Stalking Horse, as well as providing for indemnification for PLR
Holdco or the subsequent owner of its assets.
"Concurrently with the discussions with potential cash bidders for
the PLR Assets, the Debtors have been in discussions with the First
Lien Lenders, who previously committed to purchase the PLR Assets
as part of the Lender Stalking Horse APA. To accommodate
the transaction with the PLR Stalking Horse, the First Lien Lenders
have agreed to remove the PLR Assets from the Lender Stalking Horse
APA and make related adjustments to their bid, including by
adjusting the Reserve Price. Consistent with the First Lien
Lenders' allocation of $175,000,000 of the Lender Stalking Horse
Bid to the PLR Assets, the Lender Stalking Horse's revised bid for
the Reserve Price Assets other than the PLR Assets will reduce the
Reserve Price by no more than $175,000,000 from $500,000,000 to not
less than $325,000,000 (such bid, the "Amended Lender Stalking
Horse Bid"). Prior to the commencement of the hearing on this
Motion, the Debtors expect to file an amended Lender Stalking Horse
APA to reflect these changes," the Debtors aver.
The Debtors contend that they intend to continue to market the PLR
Assets to pursue higher or better bids under the Bidding Procedures
and thereby maximize the value of these assets for their estates.
The Debtors further contend that the PLR Stalking Horse has agreed
to participate as a stalking horse bidder for the PLR Assets — at
a cash purchase price well in excess of the First Lien Lenders'
credit bid for the PLR Assets—in exchange for the Debtors'
agreement, subject to Court approval, to provide certain customary
bid protections as fully set forth in the PLR Stalking Horse APA.
The PLR Bid Protections are comprised of the following:
(a) payment of an expense reimbursement amount, which shall be
an amount equal to the reasonable and documented out-of-pocket
costs, fees and expenses of Purchaser incurred in connection with
the transactions contemplated by the PLR Stalking Horse APA,
including, without limitation, (i) the negotiation and execution of
the PLR Stalking Horse APA, and (ii) carrying out its obligations
under the PLR Stalking Horse APA prior to the Closing; provided,
however, that such Expense Reimbursement Amount shall not exceed
$1,500,000; and/or
(b) payment of a break-up fee, equal to one percent of the
Unadjusted Cash Amount payable under the PLR Stalking Horse APA —
i.e., a break-up fee of $2,000,000.
The Debtors tell the Court that after analysis and review with the
input of their advisors, the Debtors concluded that the proposed
PLR Transaction, including the PLR Bid Protections, constitutes a
Qualified Bid and provides the best available alternative for
pursuing a value maximizing sale of the PLR Assets for the benefit
of
the Debtors' stakeholders.
Alpha Natural Resources and its affiliated debtors are represented
by:
David G. Heiman, Esq.
Carl E. Black, Esq.
Thomas A. Wilson, Esq.
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, OH 44114
Telephone: (216)586-3939
Facsimile: (216)579-0212
E-mail: dgheiman@jonesday.com
ceblack@jonesday.com
tawilson@jonesday.com
- and -
William F. Dobbs, Jr., Esq.
JACKSON KELLY PLLC
1600 Laidley Tower
Post Office Box 553
Charleston, WV 25322
Telephone: (304)340-1000
Facsimile: (304)340-1080
E-mail: wdobbs@jacksonkelly.com
- and -
Tyler P. Brown, Esq.
J.R. Smith, Esq.
Henry P. (Toby) Long, III, Esq.
Justin F. Paget, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Telephone: (804)788-8200
Facsimile: (804)788-8218
E-mail: tpbrown@hunton.com
jrsmith@hunton.com
hlong@hunton.com
jpaget@hunton.com
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second
largest among publicly traded U.S. coal producers as measured by
2014 consolidated revenues of $4.3 billion. As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
* * *
Alpha Natural Resources, Inc. on March 8 disclosed that it has
filed a proposed Chapter 11 Plan of Reorganization and a related
Disclosure Statement with the United States Bankruptcy Court for
the Eastern District of Virginia. Together with the
recently-filed
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor
claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis. By selling certain assets as a going concern
and restructuring the company's remaining assets into a
reorganized
Alpha, the company is able to provide maximum recovery to its
creditors, while preserving jobs and putting itself in the best
position to meet its reclamation obligations. This path will
allow
for a conclusion of Alpha's bankruptcy proceedings by June 30,
2016.
ALROSE ALLEGRIA: Hires Leonard Harris as Accountant
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Kenneth P. Silverman, the Chapter 11 Trustee of Alrose Allegria
LLC, seeks authority from the U.S. Bankruptcy Court for the
Southern District of New York to employ Leonard Harris as
accountant to the Trustee, nunc pro tunc to March 14, 2016.
Alrose Allegria requires Harris to:
(i) reconcile all bank statements and reported balances and
cash disbursements from the Filing Date;
(ii) review the financial operations of the Debtor prior to
the Trustee's appointment;
(iii) review the monthly operating reports submitted by the
Debtor-in-possession or its accountant prior to the
Trustee's appointment, and prepare monthly operating
reports for the Trustee;
(iv) perform a forensic examination of the Debtor's books
and records; (v) review possible fraudulent conveyances
and/or preferential actions;
(vi) prepare all estate tax returns, forms, and reports
required by the various taxing authorities;
(vii) review claims filed by creditors; and
(viii) perform other accounting services as the Trustee or
his counsel, SilvermanAcampora, deem necessary.
Leonard Harris will be paid at these hourly rates:
Leonard Harris, CPA $350
Senior Accountants
and Semi-Seniors Accountants $185-$225
Junior Accountants $135
Paraprofessionals $95
The Trustee is presently engaged in reviewing the Debtor's books
and records and analyzing the Debtor's financial affairs in an
effort to determine if certain claims may be brought for the
benefit of the Debtor's creditors. The Trustee anticipates that
Leonard Harris will assist in him those efforts.
As of March 3, 2016, Leonard Harris began discussing the Debtor's
financial affairs and potential claims with the Trustee and his
counsel.
Leonard Harris will also be reimbursed for reasonable out-of-pocket
expenses incurred.
To the best of the Trustee's knowledge 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.
Leonard Harris can be reached at:
Leonard Harris, CPA
100 Merrick Road, Suite L 1
Rockville Centre, NY 11570
Tel: (516) 594-4616
About Alrose Allegria
Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y.,
Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10
million to $50 million in assets and $1 million to $10 million in
debt. Allen Rosenberg, managing member of Alrose Allegria and
president of the Alrose Group, signed the bankruptcy petition. The
Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in
New York, as counsel.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Oct. 30, 2015. The initial case
conference was set for Aug. 3, 2015.
In July 2011, another unit of the Alrose Group, Alrose King David
LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.,
Case No. 11-75361) in Brooklyn. Alrose King David LLC was a special
entity established by the Alrose Group to own the 143-room,
beachfront hotel property called the Allegria Hotel & Spa in Long
Beach, Long Island. Alrose King David won approval of its
reorganization plan in March 2012.
ALROSE ALLEGRIA: SilvermanAcampora Okayed as Ch.11 Trustee Counsel
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At the behest of Kenneth P. Silverman, the Chapter 11 Trustee of
Alrose Allegria LLC, the U.S. Bankruptcy Court for the Southern
District of New York approved the employment of SilvermanAcampora
LLP as counsel to the Trustee.
As of February 9, 2016, SilvermanAcampora began reviewing documents
pertaining to the Debtor's estate and discussing the relevant
issues of the Debtor's case with the Trustee.
The Trustee requires SilvermanAcampora to:
-- assist the Trustee in the orderly administration of the
estate; and
-- prepare the necessary motions, applications, orders and
other legal documents that may be required under the
Bankruptcy Code.
To the best of the Trustee's knowledge, 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.
SilvermanAcampora can be reached at:
Ronald J. Friedman, Esq.
SILVERMANACAMPORA LLP
100 Jericho Quadrangle
Suite 300
Jericho, NY 11753
Tel: (516) 479-6300
Fax: (516) 479-6301
E-mail: RFriedman@SilvermanAcampora.com
About Alrose Allegria
Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y.,
Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10
million to $50 million in assets and $1 million to $10 million in
debt. Allen Rosenberg, managing member of Alrose Allegria and
president of the Alrose Group, signed the bankruptcy petition. The
Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in
New York, as counsel.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Oct. 30, 2015. The initial case
conference was set for Aug. 3, 2015.
In July 2011, another unit of the Alrose Group, Alrose King David
LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.,
Case No. 11-75361) in Brooklyn. Alrose King David LLC was a special
entity established by the Alrose Group to own the 143-room,
beachfront hotel property called the Allegria Hotel & Spa in Long
Beach, Long Island. Alrose King David won approval of its
reorganization plan in March 2012.
ALTA MESA: Moody's Lowers CFR to Caa2, Outlook Remains Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Alta Mesa Holdings, LP's
Corporate Family Rating to Caa2 from Caa1 and its Probability of
Default Rating (PDR) to Caa2-PD from Caa1-PD. At the same time,
Moody's downgraded Alta Mesa's senior unsecured notes to Caa3 from
Caa2. Moody's affirmed the SGL-4 Speculative Grade Liquidity
Rating. The rating outlook remains negative.
"Alta Mesa's rating downgrade reflects Moody's expectations of weak
liquidity, worsening credit metrics through 2017, and growing
refinancing concerns," said Moody's Assistant Vice President,
Morris Borenstein. "The company's capital structure will need to
be addressed, with revolver and term loan maturities in 2017 and
its senior notes maturing in 2018."
Rating downgrades:
Corporate Family Rating (CFR) to Caa2 from Caa1
Probability of Default Rating (PDR) to Caa2-PD from Caa1-PD
Senior notes due 2018 to Caa3 (LGD5) from Caa2 (LGD5)
Rating affirmed:
Speculative Grade Liquidity Rating at SGL-4
The rating outlook is negative.
RATINGS RATIONALE
Alta Mesa's Caa2 Corporate Family Rating (CFR) reflects its weak
liquidity position, expected deterioration in credit metrics
through 2017, and increasing refinancing risk. Moody's expects
modestly negative free cash flow in 2016. Weak cash flow prospects
will result from declining realized energy prices and a capital
spending plan intended on increasing production. The company's
revolver is subject to a Spring 2016 borrowing base redetermination
that could reduce access concurrently as the facility is set to
expire in October 2017. Additionally, Alta Mesa's $450 million of
unsecured notes and $125 million 2nd lien term loan both mature in
2018. Moody's believes asset coverage for the senior notes is weak
given its subordination position in the capital structure. The
ratings are supported by Alta Mesa's good hedge protection in 2016,
albeit weakening in 2017, and its large, oily acreage in Oklahoma's
STACK play.
The SGL-4 Speculative Grade Liquidity Rating reflects Moody's
expectation of weak liquidity through 2017. Free cash flow will be
negative to break even in 2016 as the company tries to grow
production while operating within cash flows. While the company's
February 11, 2016 private bondholder debt exchange was
unsuccessful, Moody's believes there is still risk of other
attempted restructurings in the near term. The company's $300
revolving credit facility is fully drawn with $158 million utilized
and the remainder deposited into a bank-controlled account that
contains certain restrictions for withdrawals. The revolver is
subject to a Spring 2016 borrowing base redetermination that may
result in a reduction in availability. The company's revolver
matures in October 2017. Failure to extend the maturity and/or
refinance the facility could result in lower ratings. The secured
2nd lien term loan and unsecured notes mature in April and October
2018, respectively. With declining EBITDA in 2016, Moody's
believes the company faces covenant breaches under its revolver
covenants, specifically its maximum debt to EBITDA and EBITDA to
Interest Expense coverage covenants. A February 2016 credit
agreement amendment expanded the debt to EBITDA covenant to 4.5
times from 4 times for the second and third quarters in 2016
however interest coverage remains weak and both covenants will be
breached late in 2016 unless it can reduce leverage.
The rating outlook is negative given the company's weak liquidity,
vulnerability to tightening borrowing base redeterminations and
upcoming revolver maturity in 2017. Failure to address its nearing
maturities and revolver financial covenants could result in a
downgrade. The ratings are unlikely to be upgraded in the near
term given the liquidity and maturity concerns. The ratings could
be upgraded with a materially improved capital structure.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Headquartered in Houston, Texas, Alta Mesa Holdings, LP is a
privately owned independent E&P company. The company's operations
are primarily in Oklahoma and Louisiana. Alta Mesa's private
equity partner is Highbridge Principal Strategies LLC.
AMERICAN HOSPICE: HPA Has Offer; Sale Hearing on April 28
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American Hospice Management Holdings, LLC, filed a notice that the
auction for its assets will be conducted on Apr. 25, 2016. The
sale hearing is scheduled on Apr. 28, 2016, at 3:00 p.m. American
Hospice asked the U.S. Bankruptcy Court for the District of
Delaware to approve their procedures for the sale of substantially
all of their assets, as well as the sale of their Texas and
Virginia Assets to the stalking horse purchaser, Hospice Partners
of America, LLC, subject to higher or better offers.
The Debtors operate in a heavily regulated industry and have very
tight working capital. They further relate that they are currently
not profitable and their liabilities vastly exceed their assets.
The Debtors determined that the most appropriate method of ensuring
proper care of their patients while preserving and maximizing the
value of their assets for the benefit of their stakeholders is to
pursue a sale of substantially all of their assets.
Hospice Partners of America submitted a letter of intent to buy the
Debtors' businesses in Texas and Virginia. The Debtors further
have no prospective purchasers for their Remaining Assets, which
consist of businesses in Georgia, Arizona, Oklahoma, and New
Jersey.
Hospice Partners of America has earlier agreed to provide
debtor-in-possession financing to the Debtors in an amount up to
$500,000.
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, the CEO, signed the petition. The
Debtors estimated assets in the range of $10 million to $50 million
and liabilities of up to $50 million.
The Debtors have hired Denton US LLP as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as
investment banker, and Kurtzman Carson Consultants, LLC as notice
and claims agent.
Each of the Debtors is owned 100% by American Hospice Management
Holdings, LLC which is a Delaware limited liability company. The
majority owner of American Hospice Management Holdings, LLC is
American Hospice Holdings Corporation, a Delaware corporation.
American Hospice Holdings Corporation is wholly owned by 2000
Riverside Capital Appreciation Fund, L.P.
AMERICAN POWER: Unit Agrees to Extend $500K Note Maturity to 2017
-----------------------------------------------------------------
American Power Group, Inc., a wholly owned subsidiary of American
Power Group Corporation, and Iowa State Bank, agreed to extend the
maturity of APG's $500,000 working capital line of credit with the
Bank from April 15, 2016, to April 15, 2017. The other terms and
conditions of the working capital line of credit remain unchanged,
according to a regulatory filing with the Securities and Exchange
Commission.
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines. American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. Additional information at
http://www.americanpowergroupinc.com/
For the 12 months ended Sept. 30, 2015, the Company reported a net
loss available to common shareholders of $1.04 million on $2.95
million of net sales compared to a net loss available to common
shareholders of $920,000 on $6.28 million of net sales for the 12
months ended Sept. 30, 2014.
As of Sept. 30, 2015, American Power had $11.12 million in total
assets, $11.34 million in total liabilities and a total
stockholders' deficit of $226,217.
APOLLO RESIDENTIAL: Egan-Jones Cuts FC Sr. Unsec. Rating to B
-------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Apollo Residential Mortgage Inc.
to B from B+ on April 25, 2016. EJR also lowered the foreign
currency commercial paper rating on the Company to C from B.
Based in New York, Apollo Residential Mortgage, Inc. primarily
invests in residential mortgage assets in the United States. Its
investment portfolio comprises agency residential mortgage-backed
securities (RMBS), including agency interest-only and agency
inverse interest-only securities; non-Agency RMBS; securitized
mortgage loans; and other mortgage and mortgage related assets, as
well as other investments.
ARIA ENERGY: S&P Affirms 'B' CCR & Revises Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Aria Energy Operating LLC and revised the outlook
to negative from stable.
The rating on the senior secured debt is affirmed at 'B'. The '3'
recovery rating on this debt indicates expectations for meaningful
(50%-70%, lower half of the range) recovery if a payment default
occurs.
"The negative outlook reflects operational challenges that Aria
encountered that have led to lower production volumes, increased
operating costs, and higher ongoing maintenance expense," said
Standard & Poor's credit analyst Geoffrey Mrema. These factors
have combined to reduce cash flow resulting in financial measures
that are below S&P's expectations. S&P expects this weakness to
persist.
The negative outlook reflects S&P's expectation that operational
difficulties and higher O&M costs will persist into the fourth
quarter of 2015 and into 2016. S&P expects FFO to debt of about
12.24% and debt to EBITDA of about 5.45x in 2016.
S&P may lower the rating if the company doesn't meet its base-case
forecast, resulting in debt to EBITDA being roughly above 6x on a
sustained basis. This could result from operating problems or
weaker-than-expected merchant energy markets. A downgrade could
also occur if the company's financial policy became more
aggressive, reflected by increased leverage.
S&P could change the outlook to stable if it believes that Aria has
resolved operational issues and will keep its debt to EBITDA below
5x on an ongoing basis.
ASARCO LLC: Cannot Recoup $7.4MM from Noranda Due to Estoppel
-------------------------------------------------------------
In the case captioned ASARCO, LLC, a Delaware limited liability
company, Plaintiff, v. NORANDA MINING, INC., a Delaware
corporation, Defendant, Case No. 2:12-CV-527-TC-DBP (D. Utah),
Judge Tena Campbell of the United States District Court for the
District of Utah, Central Division, granted Noranda Mining, Inc.'s
motion for summary judgment based on judicial estoppel grounds and
ASARCO LLC's judicial admissions and Noranda's motion for summary
judgment based on failure to state a claim, contribution
protection, and lack of standing.
After Asarco emerged from bankruptcy in 2009, it sued Noranda to
recoup a portion of $7.4 million it paid to the Environmental
Protection Agency for environmental cleanup of a former mining site
near Park City, Utah. Asarco relied on Section 113 of the
Comprehensive Environmental Response, Compensation, and Liability
Act to claim a right to payment (contribution) from Noranda.
Noranda asked the court to grant summary judgment on Asarco's
claims because:
(1) Asarco lacks standing to seek contribution for cleanup of a
portion of the site because it failed to preserve that contribution
claim when it was discharged from bankruptcy;
(2) Asarco is judicially estopped from recovering the $7.4
million because it convinced the bankruptcy court to accept
Asarco's representation that $7.4 million was its fair share of
response costs at the site;
(3) Noranda is statutorily protected from at least a portion of
its alleged liability to Asarco because the EPA granted Noranda
contribution protection through a partial consent decree under
CERCLA; and
(4) Asarco's claim fails as a matter of law under CERCLA because
Asarco cannot establish that it paid more than its fair share of
costs for cleanup at the site.
Judge Campbell found that Asarco, LLC, has standing to bring the
entirety of its contribution claim, but that Noranda Mining, Inc.,
is entitled to summary judgment based on judicial estoppel,
Noranda's contribution protection, and Asarco's inability to
establish that it paid more than its fair share of costs at the
Site.
A full-text copy of Judge Campbell's March 29, 2016 order and
memorandum decision is available at http://is.gd/NUSt4Hfrom
Leagle.com.
An Amended Order, dated March 31, 2016, is available at
http://is.gd/vOff2tfrom Leagle.com. The Amended Order only
changes the March 29, 2016 Order and Memorandum in two related
respects: the incorrect date of "March 1, 2016," which appears in
the text of page 31 and again in footnote 33 of the original order,
has been corrected to read "March 1, 2006."
Asarco is represented by:
Gregory Evans, Esq.
Daphne Hsu, Esq.
James G. Warren, Esq.
Laura G. Brys, Esq.
Tanya Guerrero, Esq.
William R. Pletcher, Esq.
MCGUIREWOODS LLP
633 West Fifth Street
Floor Sixty Seven
Los Angeles, CA 90071-2036
Tel: (213)457-9844
Fax: (213)457-9888
Email: gevans@mcguirewoods.com
dhsu@mcguirewoods.com
lbrys@mcguirewoods.com
-- and --
Steven J. Christiansen, Esq.
Cheylynn Hayman, Esq.
David C. Reymann, Esq.
PARR BROWN GEE & LOVELESS
101 South 200 East, Suite 700
Salt Lake City, UT 84111
Tel: (801)532-7840
Fax: (801)532-7750
Email: schristiansen@parrbrown.com
chayman@parrbrown.com
dreymann@parrbrown.com
Noranda Mining is represented by:
Jeffrey C. Corey, Esq.
Richard J. Angell, Esq.
Zack L. Winzeler, Esq.
PARSONS BEHLE & LATIMER
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Tel: (801)532-1234
Fax: (801)536-6111
Email: jcorey@parsonsbehle.com
rangell@parsonsbehle.com
zwinzeler@parsonsbehle.com
Atlantic Richfield Company is represented by:
H. Michael Keller, Esq.
FABIAN VAN COTT
215 South State Street Suite 1200
Salt Lake City, UT 84111
Tel: (801)531-8900
Email: mkeller@fabianvancott.com
Sandra M. Stash is represented by:
Jonathan W. Rauchway, Esq.
DAVIS GRAHAM & STUBBS LLP
1550 17th Street, Suite 500
Denver, CO 80202
Tel: (303)892-9400
Fax: (303)893-1379
Email: jrauchway@dgslaw.com
-- and --
H. Michael Keller, Esq.
FABIAN VAN COTT
215 South State Street Suite 1200
Salt Lake City, UT 84111
Tel: (801)531-8900
Email: mkeller@fabianvancott.com
About Asarco LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.
On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO. The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.
ASPEN DENTAL: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on Aspen
Dental Management Inc., including the 'B' corporate credit rating.
The ratings withdrawal follows the completion of ADMI Corp.'s
recapitalization by private equity sponsor Leonard Green Partners.
As part of the transaction, Aspen's $320 million first-out term
loan was repaid in full.
ATLANTIC & PACIFIC: Submits $4.9-Mil. Term Loan Payoff Settlement
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., the
Official Committee of Unsecured Creditors, and prepetition term
loan agent Wells Fargo Bank, National Association, submitted to the
U.S. Bankruptcy Court for the Southern District of New York a
stipulation of settlement.
The Committee and the Debtors have reviewed additional information
and documents from the Prepetition Term Loan Agent related to the
allowance of interest at the default rate and the applicable
prepayment fee paid or accrued under the Prepetition Term Loan
Agreement ("Term Loan Payoff Matters") and, have agreed to enter
into a settlement with the Prepetition Term Loan Agent and each of
the Prepetition Term Loan Lenders relating to the Committee's
rights, claims, objections, causes of action and all other matters
related or relevant to the Term Loan Payoff Matters, the
Prepetition Term Loan Agreement and the Prepetition Term Loan
Facility.
The Stipulation of Settlement contains, among others, the following
relevant terms:
(1) Allowance of Applicable Prepayment Fee: The Debtors, the
Official Committee, and the Prepetition Term Loan Agent agree and
acknowledge that the aggregate amount of $4,258,075.00 of the
Applicable Prepayment Fee is the property of the Prepetition Term
Loan Agent and Prepetition Term Loan Lenders, is duly owed by
Debtors to the Prepetition Term Loan Agent and the Prepetition Term
Loan Lenders without defense, counterclaim, offset or dispute of
any kind, nature or description whatsoever and is entitled to all
of the rights, liens, priorities and protections available under
the Prepetition Term Loan Agreement, the Prepetition Term Loan
Facility, the Final DIP Order and applicable law.
(2) Settlement of Term Loan Payoff Matters: In full and final
settlement of all claims and causes of action that may exist or may
arise that the Official Committee, the Debtors or any other party
in the Debtors' bankruptcy cases may at any time have against the
Prepetition Term Loan Agent or any Prepetition Term Loan Lender
arising from or related to the Term Loan Payoff Matters or the
Prepetition Term Loan Facility, Prepetition Term Loan Agent and
Prepetition Term Loan Lenders hereby agree to forever waive,
release and extinguish their rights, claims and liens against the
balance of the Term Loan Escrow Amount equal to $4,929,425.
The Great Atlantic & Pacific Tea Company, Inc. and its affiliated
Debtors are represented by:
Ray C. Schrock, Esq.
Garrett A. Fail, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212)310-8000
Facsimile: (212)310-8007
E-mail: ray.schrock@weil.com
garrett.fail@weil.com
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
300 supermarkets, beer, wine, and liquor stores, combination food
and drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names,
or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern
District of New York issued an order directing joint
administration
of the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, Inc., and its debtor affiliates under lead case no.
15-23007.
AXIALL CORP: S&P Lowers Corp. Credit Rating to BB-, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Axiall Corp. to 'BB-' from 'BB'. The outlook is stable.
S&P also lowered its issue-level rating on Axiall's senior secured
debt one notch to 'BB+' from 'BBB-'. The recovery rating on the
company's senior secured debt remains '1', reflecting S&P's
expectation of very high recovery (90%-100%) if a default occurs.
At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'BB-' from 'BB'. The recovery
rating on the unsecured debt remains '3', reflecting S&P's
expectation of modest (upper half of the 50%-70% range) recovery if
a default occurs.
"The ratings on Axiall reflect our assessment of the company's
business risk profile as fair and its financial risk profile as
aggressive," said Standard & Poor's credit analyst Sebastian
Pinto-Thomaz.
Axiall's results have been challenged by oversupply in the
chlor-alkali markets and less-than-expected polyvinyl chloride
(PVC) demand. At the current rating, S&P expects the ratio of
funds from operations (FFO) to debt and adjusted debt to EBITDA to
be above 12% and below 5x, respectively. S&P views the sale of the
company's aromatics business and restructuring efforts as positive.
S&P could view a sale of its building products business as
beneficial to credit quality, but do not incorporate any
significant divestiture in S&P's base case forecast. Given the
company's rejection of Westlake Chemical Corp.'s recent bid, S&P do
not factor this possibility in its assessment.
The outlook on Axiall Corp. is stable. Despite industry
cyclicality and weaker results than anticipated, S&P expects the
company to maintain credit measures in line with its aggressive
financial risk profile over the next 12 months. This includes FFO
to total adjusted debt above 12%. S&P believes the company will
maintain its cost position among global producers of chloralkali
and vinyl, and believe it stands to benefit from the continuing
recovery in U.S. housing markets. S&P has not assumed the
divestiture of the company's building products division in its base
case forecast.
S&P could lower the ratings if FFO to debt drops below 12% without
prospects for improvement in the next 12 months over the next year.
This could occur as a result of operating problems, weak product
pricing, or weak economic conditions.
An upgrade is unlikely during the next year based on the company's
operating results. If the company uses proceeds from potential
divestitures to substantially reduce outstanding debt, S&P could
consider revising the rating. S&P could also raise the ratings if
the company maintains prudent financial policies and achieves FFO
to debt above 20% on a sustainable basis.
BASIC ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to C
--------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured ratings
on debt issued by Basic Energy Services Inc. to C on April 22,
2016. EJR also lowered the foreign currency commercial paper
rating on the Company to D from B.
Headquartered in Fort Worth, Texas, Basic Energy Services Inc.
provides well site services to oil and natural gas drilling and
producing companies in the United States.
BINDER & BINDER: Time to Remove Actions Extended to Aug. 1
----------------------------------------------------------
U.S. Bankruptcy Judge Robert Drain has granted Binder & Binder a
fourth extension of time to file notice of removal of civil actions
through the later of Aug. 1, 2016, or should the Court enter an
order terminating the automatic stay as to a particular Civil
Action, for such Civil Action, 30 days after the entry of such
order terminating the automatic stay.
About Binder & Binder
Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with operating
scale and efficiencies unrivaled by its competitors in the highly
fragmented advocacy market. The Company has more than 950
employees in 35 offices across the United States. In 2010, H.I.G.
Capital, LLC, acquired a controlling equity interest in the
Company. Since 1979, the Company has handled over 300,000
disability cases under programs operated by the SSA and the VA.
Binder & Binder - The National Social Security Disability Advocates
(NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on
Dec.18, 2014. The cases are assigned to Judge Robert D. Drain.
The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the Debtors' cases. The Committee is now comprised of
(i) United Service Workers Union, Local 455 IUJAT & Related Funds,
(ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv)
Teaktronics, Inc. The Committee tapped Klestadt Winters Jureller
Southard & Stevens, LLP, as attorneys.
* * *
The Debtors originally arranged from existing lenders DIP financing
of $26 million, which provided for the payment in full, or roll-up,
of the $23 million of prepetition indebtedness and an additional
commitment of up to $3 million to fund the Debtors' operations
during the Chapter 11 cases. On Jan. 26, 2015, the Initial DIP
Lenders issued a notice that events of default had occurred.
In March 2015, the Debtors won approval to obtain a new $6 million
term loan from Stellus Capital Investment Corporation secured by a
first-priority priming lien on all of the Debtors' assets.
On Oct. 29, 2015, the Court entered an order granting Stellus'
motion for termination of the Debtors' exclusive plan filing and
solicitation periods pursuant to Section 1121(d) of the Bankruptcy
Code.
On Nov. 18, 2015, Stellus Capital and the Creditors Committee filed
a Joint Plan of Liquidation for the Debtors, and on Jan. 15, 2016,
they filed a First Amended Joint Plan of Reorganization. The
original hearing on the Proponents' Disclosure Statement has been
further adjourned for April 22, 2016.
BIOFUELS POWER: Incurs $908,000 Net Loss in 2015
------------------------------------------------
Biofuels Power Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$908,305 on $0 of sales for the year ended Dec. 31, 2015, compared
to a net loss of $1.08 million on $0 of sales for the year ended
Dec. 31, 2014.
As of Dec. 31, 2015, Biofuels Power had $2.21 million in total
assets, $8.41 million in total liabilities and a total
stockholders' deficit of $6.20 million.
Briggs & Veselka Co., in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered
significant losses and will require additional capital to develop
its business until the Company either (1) achieves a level of
revenues adequate to generate sufficient cash flows from
operations; or (2) obtains additional financing necessary to
support its working capital requirements. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/Mj3sCX
Biofuels Power
Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users. BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.
BOMBARDIER RECREATIONAL: Moody's Affirms Ba3 CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service revised Bombardier Recreational Products
Inc.'s (BRP) ratings outlook to stable from positive. Moody's also
affirmed the company's Ba3 corporate family rating, Ba3-PD
probability of default rating, Baa3 senior secured revolving credit
facility rating, and Ba3 senior secured term loan rating and raised
the company's speculative grade liquidity rating to SGL-1 from
SGL-2.
"The outlook change to stable recognizes that improvement in BRP's
credit metrics through the next 12 to 18 months will not be robust
enough to meet the requirement for an upgrade", says Peter Adu, a
Moody's analyst.
Ratings Affirmed:
Corporate Family Rating, Ba3
Probability of Default Rating, Ba3-PD
C$350 million secured revolving credit facility due May 2018,
Baa3 (LGD1)
US$792 million secured term loan due January 2019, Ba3 (LGD3)
Rating Raised:
Speculative Grade Liquidity, to SGL-1 from SGL-2
Outlook:
Changed to Stable from Positive
RATING RATIONALE
BRP's Ba3 CFR primarily reflects its good market positions and
well-recognized global brands, and solid key credit metrics
evidenced by adjusted Debt/EBITDA of 3.3x, EBIT/Interest of 4.2x
and RCF/Net Debt of 24%. The rating also reflects the company's
solid liquidity and demonstrated ability to successfully launch new
products. The company's positive attributes are mitigated by the
cyclical demand for its high-priced, discretionary products
(snowmobiles, side-by-side and all-terrain vehicles, roadster,
personal watercraft, outboard engines) and the inherent volatility
in its earnings. Macroeconomic conditions influence demand for the
company's products and the rating assumes only modest volume growth
into the medium term due to muted economic growth expectations in
some of its markets. However, further penetration of established
products and new product introductions should drive modest EBITDA
growth and enable leverage to be maintained around 3x through the
next 12 to 18 months.
BRP has very good liquidity (SGL-1), supported by cash of C$235
million at Q4/16 (January 2016), C$347 million of availability
under its C$350 million revolver due in May 2018, Moody's
expectation for annual free cash flow around C$200 million and lack
of scheduled term loan repayments through 2019. BRP does not have
to comply with any financial covenant unless its borrowing base
less revolver drawings falls below C$100 million for 7 consecutive
days, to which it will have to meet a minimum fixed charge coverage
of 1.1x. Moody's does not expect this covenant to be restrictive
for the foreseeable future. BRP has limited flexibility to boost
liquidity from asset sales.
The stable outlook reflects Moody's expectation that the strength
of BRP's business profile will allow the company to maintain
existing credit metrics through the next 12 to 18 months, despite
soft economic growth conditions.
The rating would be upgraded if BRP maintained strong liquidity and
sustained adjusted Debt/EBITDA towards 2.5x and EBIT/Interest above
4.5x. The rating could be downgraded should earnings shortfall
result in adjusted Debt/EBITDA being sustained towards 4x and
EBIT/Interest below 2.5x. The rating could also be downgraded if
BRP engages in a debt-funded distribution to its owners or if its
liquidity position deteriorates.
The principal methodology used in these ratings was Consumer
Durables Industry published in September 2014.
Bombardier Recreational Products Inc. is a global manufacturer of
motorized recreational products under the Ski-Doo, Sea-Doo, Can-Am,
Evinrude and Rotax brands. Revenue for the fiscal year ended Jan.
31, 2016 was C$3.8 billion. The company is headquartered in
Valcourt, Quebec, Canada.
BRADLEY WESTON TAGGART: OK to Seek Atty Fees in State Court
-----------------------------------------------------------
Diane Davis, writing for Bloomberg Brief, reported that a
bankruptcy court applied an incorrect legal standard to determine
whether parties had actual knowledge that they violated an order
granting the bankrupt debtor a discharge from his debts when they
applied for their attorneys' fees in state court, the U.S.
Bankruptcy Appellate Panel for the Ninth Circuit held April 12.
According to the report, Judge Meredith A. Jury reversed the
bankruptcy court's finding of contempt and vacated its judgment
awarding sanctions against the appellants. The bankruptcy court's
factual findings were
erroneous and not supported by the record, the BAP said, the report
related.
The report related that Sherwood Park Business Center, LLC, sued
debtor Bradley Weston Taggart, BT of Sherwood, LLC, and the
debtor's attorney John M. Berman in state court before the debtor
filed for Chapter 7 bankruptcy. Following discharge, Terry W.
Emmert and Keith Jehnke resumed the state court litigation and the
state court ruled in SPBC's favor by unwinding the debtor's
transfer of his membership interest, the report related. Later,
Emmert and Jehnke's attorney sought attorneys' fees and costs in
state court for the period after the debtor's discharge, the report
further related. The state court ruled that the debtor "had
returned to the fray" and, thus, the discharge injunction didn't
apply to the post-discharge request for attorneys' fees and costs
under Boeing North American, Inc. v. Ybarra (In re Ybarra), 424
F.3d 1018 (9th Cir. 2005), the report said.
CAESARS ENTERTAINMENT: Makes Settlement Offer to Bondholder Group
-----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that Caesars Entertainment Corp. and its bankrupt
operating unit have offered an olive branch to a group of
bondholders in a bid to move the unit's chapter 11 restructuring
forward.
According to the report, Caesars Entertainment Operating Co. says
it and its publicly traded parent, which isn't in bankruptcy, have
offered 85 cents on the dollar to the holders of $502 million in
bond debt guaranteed by the CEOC unit's subsidiaries, the casino
companies said on April 26.
The settlement offer, which isn't binding and is subject to further
negotiation, would settle a skirmish between the bondholder group
and CEOC's senior creditors, the report related. The settlement
offer comes as CEOC works to achieve broad creditor support for its
$18 billion restructuring, which has been marked by numerous
creditor battles, the report further related.
Led by trustee Wilmington Trust, the subsidiary-guaranteed
bondholders moved to essentially strengthen their ability to
collect on their claims, the report said. The bondholders sought
to limit the ability of the senior creditors to turn to the CEOC
subsidiaries to collect on their $11 billion in claims, the report
added.
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.
CAMELBACK LLC: 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 Camelback, LLC.
Camelback, LLC, sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Arizona (Phoenix) (Bankr. D. Ariz., Case No. 16-01413) on February
17, 2016.
The petition was signed by the Debtor's attorney John C. Smith,
Esq., at Smith & Smith Law Offices, PLLC. The case is assigned to
Judge Eddward P. Ballinger Jr.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
CCNG ENERGY: Sells Membership Interest to Trinity Acquisition
-------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, Midland Division, approved the Membership
Interest and Asset Purchase and Sale Agreement between CCNG Energy
Partners, L.P., Moss Bluff Property, L.L.C., Trinity Environmental
Catarina SWD, L.L.C., Trinity Environmental Services, L.L.C.,
Trinity Environmental SWD, L.L.C., and Trinity Environmental Titan
Trucking, L.L.C., as Sale Entities and Purchaser Trinity
Acquisition, LLC.
Under the Agreement, the Debtors will sell CCNG Parent's 100%
equity interests in certain of the Sale Entities and other assets
of CCNG Parent and certain assets of the remaining Sale Entities
relating to its Business for a purchase price consisting of: (a)
cash sufficient to pay the Cash Amount of $100,000, (b) the Credit
Bid, (c) the assumption of the Assumed Liabilities, and (d) the
assumption of the Assumed Indebtedness, and (e) cash deposit of
$4,500,000 subject to certain reductions, for payment to unsecured
creditors upon consummation of the sale. CCNG Parent and Purchaser
will mutually determine the allocation of the Purchase Price.
The Agreement further provides that upon the Debtors' transfer of
the Assets, the Purchaser will be vested with all right, title and
interest of the Debtors in the Assets, subject only to the Truck
Liens and Excavator Lien, free and clear of any and all other
interests or adverse claims.
Ford Motor Credit Company LLC retains the Truck Liens against nine
trucks identified in its Proof of Claim filed against Trinity
Environmental SWD LLC in Case 15-70135 and Trinity Environmental
Services, LLC in Case No. 15-70139, while Komatsu Financial Limited
Partnership holds the Excavator Lien on a hydraulic excavator
identified in its Proof of Claim filed against Trinity
Environmental Services, L.L.C. in Case No. 15-70139.
The Debtors are also permitted to draw funds, prior to Closing,
under the DIP Loan Documents and the Final DIP Order in amounts
sufficient to pay accrued and anticipated professional fees of
Estate Professionals through Closing in the following amounts: (a)
Gardere Wynne Sewell LLP, $50,000, (b) Waller Lansden Dortch &
Davis, LLP, $65,500, (c) Graves, Dougherty, Hearon & Moody, P.C.,
$50,530, and (d) Deloitte Transactions and Business Analytics LLP,
$30,000.
Nothing in the Order or in the Agreement will be deemed a waiver or
release of the right, claims, interests and defenses asserted by
and between the Debtors, Cory Hall and/or the Purchaser in these
Bankruptcy Cases and the litigation styled Trinity Environmental
SWD, LLC f/k/a Trinity Disposal Services, LLC v. Cory Hall, Cause
No. D-1-GN-14-001745 pending in the 345th District Court of Travis
County, Texas.
About CCNG Energy
CCNG Energy Partners, L.P., et al., are engaged in the business of
(a) disposing of non-hazardous oil and gas exploration and
production waste, such as mud cuttings and other solid oilfield
waste along with waste water produced during the hydraulic
fracturing and production processes, (b) truck and oilfield
equipment cleaning services, and (c) selling recovered oil and
brine.
CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners GP,
L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity
Environmental Catarina SWD, L.L.C., Trinity Environmental Titan
Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity
Environmental Services, L.L.C. (collectively, the "Operating
Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The
petition was signed by Daniel B. Porter as CEO of General Partner.
All of the Debtors' operations are performed by the Operating
Subsidiaries.
The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.
The Debtors were initially represented by Taube Summers Harrison
Taylor Meinzer Brown LLP. After the firm's merger with Waller
Lansden Dortch & Davis, LLP, the Debtors have hired Waller Lansden
as counsel.
Judge Ronald B. King is assigned to the case.
The Debtors are engaged in the disposal of produced saltwater and
waste from the exploration and production of oil and gas.
In 2015, the Office of the U.S. Trustee appointed six creditors to
the official committee of unsecured creditors. The creditors are
Sun Coast Resources Inc., KBK Industries, Sabine Storage &
Operations Inc., Cambrian Management Ltd., WLP Oilfield Services,
and Dolphin Services & Chemicals LLC.
CENTRAL BEEF: Schedules $18.4M in Assets, $13.6M in Debt
--------------------------------------------------------
Central Beef Ind., L.L.C. disclosed $18,421,943 in assets and
$13,624,889 in liabilities in its schedules of assets and
liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $0
B. Personal Property $18,421,943
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $12,150,269
E. Creditors Holding Unsecured
Priority Claims $0
F. Creditors Holding Unsecured
Non-priority Claims $1,474,619
-------------- --------------
TOTAL $18,421,943 $13,624,889
A copy of the company's schedules is available without charge at
http://is.gd/A4hZqL
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.
Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as
counsel. Judge Catherine Peek McEwen has been assigned the cases.
CHARLOTTE RUSSE: S&P Lowers CCR to 'B-', Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charlotte Russe Inc. to 'B-' from 'B'. The outlook is
negative. At the same time, S&P lowered the issue-level rating on
the senior secured term loan facility to 'B-' from 'B'. The
recovery rating is '4', indicating S&P's expectations for modest
recovery in the event of a default, at the lower end of the 30% to
50% range.
"The rating action reflects the company's continued
underperformance throughout fiscal 2015, which resulted in
meaningfully negative free operating cash flow for the year.
Merchandising at Charlotte Russe has been ineffective, as the
company muted its value messaging and reduced its night/dressy
product mix too far in light of casual trends, which did not
resonate with its core customer," said credit analyst Andrew Bove.
"In addition to these company-specific issues, the specialty
apparel industry has become increasingly more competitive as mall
traffic persistently declines, and retailers are left vying for a
smaller share of consumers' wallets who continue to be cautious
when it comes to spending on highly-discretionary, small-ticket
items. Although we expect some stabilization in operating trends
in fiscal 2016, we believe performance will remain weak and free
operating cash flow will continue to be negative despite our
expectation for lower capital spending."
The negative outlook reflects considerable weakening of the
company's credit metrics throughout fiscal 2015, including
fixed-charge coverage which has declined to 1.0x. Although S&P
expects some improvement in operating performance over the next 12
months, S&P believes operating performance will remain challenged,
resulting in continued negative free operating cash flow despite a
meaningful reduction in capital spending over that time period.
S&P could lower the ratings if the company is unable to stabilize
or improve operating performance, as a result of continued poor
merchandising and declining traffic trends. Under this scenario,
sales trends will remain negative and gross margin would be around
the current level. This would lead to meaningfully negative free
operating cash flow, causing the company to make significant draws
under its revolving credit facility to fund its business
operations, and would result in a fixed-charge coverage ratio
sustaining at or below 1.0x.
Although unlikely, S&P could consider revising the outlook to
stable if the company can meaningfully improve operating
performance and credit metrics over the next 12 months by improving
traffic trends and decreasing the amount of markdown activity.
Under this scenario, gross margin would improve by 150 bps over
S&P's base-case expectation, comparable-sales would grow in the
low-single-digit range (compared with S&P's forecast of flat
comparable-sales), and free operating cash flow would be positive.
This would result in debt to EBITDA in the mid-4.0x and
fixed-charge coverage in the low- to mid-1.0x range on a sustained
basis.
CHG LEGACY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CHG Legacy Group, LLC
4 West Red Oak Lane, Suite 201
White Plains, NY 10604
Case No.: 16-50560
Chapter 11 Petition Date: April 25, 2016
Court: United States Bankruptcy Court
Western District of Louisiana (Lafayette)
Judge: Hon. Robert Summerhays
Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
NELIGAN FOLEY LLP
325 N. St. Paul, Ste. 3600
Dallas, TX 75201
Tel: (214) 840-5300
Fax: (214) 840-5301
E-mail: pneligan@neliganlaw.com
- and -
BAKER, DONELSON, BEARMAN, CALDWELL &
BERKOWITZ, PC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Raymond Mulry, designated officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/lawb16-50560.pdf
CHRIST'S HOUSEHOLD: Court Approves Tschida as Special Counsel
-------------------------------------------------------------
Christ's Household of Faith, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the District of Minnesota to
employ Alan T. Tschida as special counsel to the Debtor.
Christ's Household requires Tschida to provide legal services in
connection with automobile insurance litigation, potential
litigation concerning collection efforts from a current tenant of
the Debtor's commercial property, and related corporate and real
estate legal services.
Tschida will be compensated on an hourly rate plus cost basis, with
fees charged at the hourly rate of $300.
Alan T. Tschida, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
The firm disclosed that:
In 2007, Tschida purchased real estate from the Debtor
located in St. Paul, Minnesota and subsequently leased the
same property back to the Debtor. The lease expired and the
Debtor amicably moved out in April, 2015.
Alan T. Tschida can be reached at:
Alan T. Tschida, Esq.
505 Tanglewood Dr.
Saint Paul, MN 55126-2016
Tel: (651) 486-9990
About Christ's Household
Christ's Household of Faith, a St. Paul, Minnesota, religious sect,
is a community of nearly 500 members, including 200 children, who
divest their assets, live rent-free in houses owned by the church
and work unpaid for its businesses. It owns 32 residential
properties, 11 businesses, a church and a school has filed for
Chapter 11 bankruptcy, sparking concern among church members,
neighborhood residents and housing advocates.
Christ's Household of Faith, Inc. filed Chapter 11 bankruptcy
petition (Bankr. D. Minn. Case No.: 15-34301) on December 4, 2015.
The petition was signed by Mark R. Alleman, chief financial
officer/treasurer.
The Debtor disclosed estimated assets of $10 million to $50 million
and estimated debts of $10 million to $50 million. Judge Gregory F
Kishel has been assigned the case.
The Debtor has engaged Fredrikson & Byron PA as counsel.
CITYCENTER HOLDINGS: Moody's Raises Corporate Family Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded CityCenter Holdings LLC's
Corporate Family Rating to B1 and its Probability of Default Rating
to B1-PD. Moody's also upgraded the company's senior secured bank
term loan and revolving credit facility to B1.
"The upgrade reflects debt reduction and CityCenter's rising EBITDA
as operating conditions on the Las Vegas Strip continue to improve
evidenced by higher visitation, rising room rates, and limited
supply growth", said Moody's analyst, Peggy Holloway. As a result,
debt/EBITDA of 4.3 times at year-end 2015 will decline to
approximately 3.7 times (below our 4.5 times level for an upgrade)
and EBITDA coverage of interest will rise to 5.6 times by year-end
2016. Moody's estimates are adjusted for the sale of the company's
retail mall, The Shops at Crystals. Given Moody's stable outlook
for operating conditions in Las Vegas, we expect CityCenter can at
least sustain debt/EBITDA and EBITDA/interest around 4.0 times and
5.6 times, respectively.
Moody's also assigned a Speculative Grade Liquidity rating of SGL-1
reflecting CityCenter's strong liquidity profile. CityCenter's
cash flow exceeds its interest expense, mandatory debt
amortization, partner distributions, and capital spending needs.
The company also has an undrawn $75 million revolver which is not
expected to be used.
Ratings upgraded:
Corporate Family rating to B1 from B2
Probability of Default rating to B1-PD from B2-PD
Senior secured revolving credit facility to B1 (LGD4) from B2
(LGD4)
Senior secured term loan B to B1 (LGD4) from B2 (LGD4)
Ratings assigned:
Speculative Grade Liquidity rating of SGL-1
Outlook Actions:
Outlook, Remains Stable
RATINGS RATIONALE
CityCenter's B1 Corporate Family Rating acknowledges the inherent
risks associated with having all of its revenue and earnings
derived from a single gaming market, particularly in light the
industry's vulnerability to changes in consumer spending and
corporate/convention travel budgets. Positive rating consideration
is given to our current view that the Las Vegas Strip market will
continue to perform well, which will translate into higher earnings
and free cash flow. Moody's expects the company will build cash
with its excess free cash flow that could be used for distributions
to shareholders.
CityCenter sold its retail mall, The Shoppes at Crystals for
$1.1 billion and the Board of Directors approved a $1.08 dividend
to be paid to its shareholders in the second quarter. CityCenter
used cash on hand to repay $266 million on its term B loan facility
in the first quarter.
The stable rating outlook reflects Moody's view that CityCenter
will continue to benefit from stable operating conditions in Las
Vegas that will enable the company to maintain strong interest
coverage and debt/EBITDA around 4.0 times.
Upward rating potential is limited due to the company's geographic
concentration. However, ratings would be considered for an upgrade
if debt/EBITDA declines below 3.5 times, the operating outlook for
Las Vegas is stable, supply growth is manageable and liquidity is
strong. An upgrade would also require the company to demonstrate a
willingness to maintain leverage at lower levels through economic
cycles.
Ratings would be downgraded if debt/EBITDA increases and is
sustained above 5.0 times. Downward rating pressure could also
develop if visitation trends and gaming revenues on the Las Vegas
Strip were to show signs of sustained deterioration.
CityCenter Holdings LLC owns and operates CityCenter, a mixed-use
development located on the Las Vegas Strip that opened in December
2009. CityCenter is a joint venture between MGM Resorts
International (B2 RUR) and Infinity World (a subsidiary of Dubai
World, not rated.) MGM is the operating manager. CityCenter
generates approximately $1.25 billion in annual net revenue.
The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.
CONTINENTAL CARWASH: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Continental Carwash Partners
1810 E. Yosemite Avenue
Manteca, CA 95336
Case No.: 16-22597
Chapter 11 Petition Date: April 23, 2016
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Hon. Christopher M. Klein
Debtor's Counsel: David C. Johnston, Esq.
DAVID C. JOHNSTON
1600 G Street, Suite 102
Modesto, CA 95354
Tel: 209-579-1150
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dean Hanson, managing partner.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
CORNERSTONE INDUSTRIES: Proposes $3-Mil. Sale to One Smooth
-----------------------------------------------------------
Cornerstone Industries, Inc., on April 22, 2016, filed a motion
asking the U.S. Bankruptcy Court for the District of Utah for
authority to sell substantially all of its assets to One Smooth
Stone, Inc., for $3,000,000, subject to higher and better offers.
The Debtor has filed its Plan of Reorganization dated March 18,
2016, and a related Disclosure Statement. Hearing on the adequacy
of the Disclosure Statement is scheduled for May 4, 2016. The
Debtor's Plan is to be funded by the sale of substantially all of
its assets. The Debtor seeks to have hearings on the Disclosure
Statement and on initial approval of this Motion at the same time,
on May 4, 2016. The Debtor then seeks to have the sale process
concluded and to have final approval of the sale, including the
prevailing purchaser and the terms of sale, approved at the hearing
on confirmation of the Plan.
Real Property
The Debtor owns the surface rights to real property in fee simple
located in Iron County, Utah and is the lessee under two mineral
leases on the same property with the Utah School and Institutional
Trust Lands Administration. It is also the mine claimant under
numerous mining claims with the United States Bureau of Land
Management. The Real Property, SITLA Leases, and BLM Mining Claims
as well as other personal property owned by the Debtor comprise the
Debtor's Assets.
Much of the testing and analysis of samples taken from the Debtor's
ore stockpile located on its property has been completed by Mercy
Mountain Metals, Inc. pursuant to a good faith operating agreement
between the Debtor and Mercy Mountain dated July 8, 2013. Mercy
Mountain has also developed a successful pilot plant to extract
precious metals from the Debtor's ore.
The Debtor has received mixed test results from experts on the
value of the precious metals that could be extracted from the
Debtor's SITLA Leases and BLM Mining Claims. One expert, whom the
Debtor has been unable to locate for the past nine months, found
that the ore owned by the Debtor was very rich in precious metals
and, if an efficient and economical process to remove the precious
metals could be developed, the ore could be extremely valuable. A
later expert retained to testify for the Debtor found significantly
lower precious metal content in the Debtor's ore, such that the
value of the ore and related SITLA Leases and BLM Mining Claims
could be in the low hundreds of thousands of dollars in value
rather than the millions.
The Debtor has had no funds with which to operate its business and
owes Mercy Mountain several million dollars for its services under
the Mercy Mountain Agreement. The Court has given interim approval
for a debtor in possession loan (the "DIP Loan") to the Debtor and
final hearing on the DIP Loan will be held on May 4, 2016. The
full amount of the DIP Loan is $100,000.
Stalking Horse Agreement
The Debtor has negotiated a Stalking Horse Agreement with One
Smooth Stone, by which substantially all of the Debtor's Assets
will be sold free and clear of liens and its important contracts
and leases will be assumed (with required cure obligations) and
assigned for $3,000,000. The Purchase Price will be paid by One
Smooth Stone over a period not to exceed twelve months. The
payment obligation by One Smooth Stone will be represented by a
promissory note. As set forth in the Stalking Horse Agreement,
transfer documents will be signed and deposited into escrow at
closing. Existing liens and other encumbrances on the Debtor's
Assets will remain in place until the full Purchase Price is paid,
at which time the transfer documents will be released from escrow
and recorded. Payments under the confirmed Plan will reduce the
amounts owed to holders of Allowed Secured Claims during the
interim. When the Purchase Price is satisfied, the Court's Order
authorizing the sale of the Debtor's Assets free and clear of liens
and other encumbrances will also be recorded. The full amount of
the Purchase Price is sufficient to pay Secured Claims in full and
to provide a substantial recovery to holders of general unsecured
claims. The offer by One Smooth Stone is subject to higher and
better offers.
Bidding Process
The Debtor anticipates that its Assets will be sold in a single
sale.
The Debtor understands that its secured creditors discussed the
possible sale of the Assets to other parties and the Debtor
welcomes interested parties to participate in the sale process.
The Debtor will solicit bids in hopes of receiving offers higher
and better than the Stalking Horse Agreement. In the event one or
more Qualified Bids are received prior to the Bid Deadline, the
Debtor will hold an Auction at which it, in consultation with its
secured creditors, will choose the party with the highest and best
bid for the Assets. The Debtor intends to present the Successful
Bid for approval by the Court at the final hearing to approve the
Sale Motion (which they intend to have heard in connection with
confirmation of the Plan).
The Stalking Horse Bidder:
ONE SMOOTH STONE, INC.
1287 North Fairway Drive
Cedar City, Utah 84721
E-mail: onesmoothstone50@gmail.com
The Stalking Horse Bidder's Attorney:
Marc Ernaga
WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, CA 943041050
E-mail: mernaga@wsgr.com
Attorneys for the Cornerstone Industries:
Kenneth L. Cannon II
Penrod W. Keith
DURHAM JONES &PINEGAR, P.C.
111 East Broadway, Suite 900
P O Box 4050
Salt Lake City, UT 84110-4050
Telephone: (801) 415-3000
Facsimile: (801) 415-3500
E-mail: kcannon@djplaw.com
pkeith@djplaw.com
About Cornerstone Industries
Cornerstone Industries Inc. field a Chapter 11 petition (Bankr. D.
Utah Case No. 15-26366) on July 8, 2015. The case judge is Hon.
William T. Thurman. The Debtor tapped Durham Jones & Pinegar, P.C.
as counsel. The Debtor estimated less than $500,000 in assets and
$1 million to $10 million.
CYPRESS ADMINISTRATIVE: Case Summary & 4 Unsecured Creditors
------------------------------------------------------------
Debtor: Cypress Administrative Services, LLC
4 West Red Oak Lane, Suite 201
White Plains, NY 10604
Case No.: 16-50561
Chapter 11 Petition Date: April 25, 2016
Court: United States Bankruptcy Court
Western District of Louisiana (Lafayette)
Judge: Hon. Robert Summerhays
Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
NELIGAN FOLEY LLP
325 N. St. Paul, Ste. 3600
Dallas, TX 75201
Tel: (214) 840-5300
Fax: (214) 840-5301
E-mail: pneligan@neliganlaw.com
- and -
BAKER, DONELSON, BEARMAN, CALDWELL &
BERKOWITZ, PC
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Raymond Mulry, designated officer.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb16-50561.pdf
D.J. SIMMONS: Bar Date For Filing Proofs of Claim Set on May 27
---------------------------------------------------------------
U.S. Bankruptcy Judge Joseph G. Rosania, Jr., has established the
bar date for filing proofs of claim against D.J. Simmons Inc. is
set on May 27, 2016.
About D.J. Simmons
Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas
exploration and production company. D.J. Simmons Company Limited
Partnership, Kimbeto Resources, LLC and D.J. Simmons, Inc. filed
separate Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763,
16-11765 and 16-11767) on March 1, 2016. The cases are jointly
administered under Lead Case No. 16-11763.
The petitions were signed by John Byrom, president of D.J. Simmons,
Inc. D.J. Simmons Company disclosed $9.94 million in total assets
and $12.85 million in total liabilities. Kimbeto Resources
disclosed $976,190 in total assets and $9.81 million in total
liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP,
serves as the Debtors' counsel.
DARDEN RESTAURANTS: Moody's Withdraws Ba1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured ratings of
Darden Restaurants, Inc., to Baa3 from Ba1 and short term
commercial paper rating to Prime-3 from Not Prime. In addition,
Moody's withdrew its Ba1 Corporate Family Rating (CFR), Ba1-PD
Probability of Default rating and SGL-2 Speculative Grade Liquidity
rating. The ratings outlook is stable. This concludes Moody's
review initiated on April 8, 2016.
Moody's upgrade reflects Darden's improved earnings performance
with positive same store sales trends at both of its core brands,
Olive Garden and LongHorn and Moody's view that the company's
financial policies will remain moderate going forward with a
balanced approach towards its capital structure and shareholder
returns. The upgrade also reflects Darden's material scale,
geographic reach and brand diversity within the US and strong
liquidity.
"We expect Darden's operating earnings will continue to improve
driving stronger and more stable credit metrics while maintaining
balanced financial policies" stated Bill Fahy, Moody's Senior
Credit Officer.
Ratings upgraded are:
-- $150 million senior unsecured notes due 2035 upgraded to
Baa3 from Ba1 (LGD4)
-- $300 million senior unsecured notes due 2037 upgraded to
Baa3 from Ba1 (LGD4)
-- Short Term Commercial Paper rating to Prime-3 from Not Prime
-- Senior Unsecured Medium Term Note Program to (P)Baa3 from
(P)Bal
-- Senior Unsecured Shelf to (P)Baa3 from (P)Ba1
Ratings withdrawn are:
-- Corporate Family Rating rated Ba1
-- Probability of Default Ratings rated Ba1-PD
-- Speculative Grade Liquidity Rating rated SGL-2
The stable outlook reflects Moody's view that operating
performance, earnings and credit metrics will gradually improve as
management continues to focus on driving profitable same store
sales growth and reducing costs. The stable outlook also assumes
Darden maintains strong liquidity.
Factors that could result in an upgrade include a sustained
improvement in operating performance, particularly at Olive Garden,
maintaining brand diversity and management establishing a track
record of a moderate financial policy with respect to capital
structure, dividends, share repurchases and debt financed
acquisitions. Overall, a higher rating would require debt to
EBITDA of about 3.0 times and EBIT coverage of interest of over 4.0
times on a sustained basis. A higher rating would also require
maintaining strong liquidity.
Factors that could result in a downgrade include deterioration in
operating performance or the adoption of an aggressive financial
policy. Specifically, ratings could be downgraded in the event
debt to EBITDA approached 4.0 times or EBIT coverage of interest
approached 3.0 times on a sustained basis.
Darden Restaurants Inc. owns and operates about 1,535 restaurants
under brands that include Olive Garden, LongHorn Steakhouse, Yard
House, The Capital Grille, Bahama Breeze, Eddie V's, and Seasons
52. Annual revenues are about $6.9 billion.
The principal methodology used in these ratings was Restaurant
Industry published in September 2015.
DEL MAR COMMERCE: Liquidating Trustee Can Administer Property
-------------------------------------------------------------
In the case captioned In re Del Mar Commerce Co., Chapter 11,
Debtor, No. 91-47979 (Bankr. N.D. Cal.), Judge William J. Lafferty,
III, of the United States Bankruptcy Court for the Northern
District of California, Oakland Division, confirmed that the
Liquidating Trustee has the power and authority to administer the
property of the Liquidating Trust pursuant to the creditor's
confirmed plan of reorganization.
Judge Lafferty confirmed that the Liquidating Trustee's power and
authority to administer the property includes, without limitation,
the debtor's undivided 50% interest in certain parcels of real
property located in the City of Richmond, County of Contra Costa,
State of California, among which are five (5) parcels identified as
Assessor's Parcel Numbers 558-192-007-0, 558-193-001-2,
558-193-004-6, 558-193-006-1, and 558-193-008-7. The judge also
stated that the Liquidating Trustee has such power and authority
until all of such property is sold, distributed, returned to the
debtor, or otherwise utilized pursuant to the provisions of the
confirmed plan.
A full-text copy of Judge Lafferty's April 1, 2016 memorandum is
available at http://is.gd/HI15j6from Leagle.com.
Frank Satterwhite, Trustee, is represented by:
Lois I. Brady, Esq.
LAW OFFICES OF LOIS I. BRADY
212 9th St
b/t Jackson St & Alice St
Lake Meritt
Oakland, CA 94607
Tel: (510)452-6498
-- and --
Bruce A. Cornelius, Esq.
Michael D. Mandell, Esq.
BELZER, HULCHIY AND MURRAY
3650 Mount Diablo Boulevard # 130
Lafayette, CA 94549
Tel: (925)284-9600
Official Unsecured Creditors' Committee, Creditor Committee, is
represented by:
John H. MacConaghy, Esq.
MACCONAGHY AND BARNIER
645 First St. West, Suite D
Sonoma, CA 95476
Tel: (707)935-3205
Fax: (707)935-7051
DENBURY RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC
--------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Denbury Resources Inc. to CCC
from B+ on April 20, 2016. EJR also lowered the foreign currency
commercial paper rating on the Company to C from A3.
Denbury Resources Inc. is a petroleum and natural gas exploration
and production company headquartered in Plano, Texas.
EMERALD FALLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Emerald Falls LLC
P O Box 141366
Broken Arrow, OK 74014
Case No.: 16-80392
Type of Business: The Debtor operates as a community development
company. It develops communities with amenities
such as golf courses, country club, swimming
pools, Internet cafe, fitness facility,
greenbelt hike and bike trails, tennis courts,
kids clubs, and fishing ponds.
Chapter 11 Petition Date: April 23, 2016
Court: United States Bankruptcy Court
Eastern District of Oklahoma (Okmulgee)
Debtor's Counsel: Timothy T. Trump, Esq.
CONNER & WINTERS
4000 One Williams Center
Tulsa, OK 74172
Tel: (918) 586-8531
Fax: (918) 586-8613
Email: ttrump@cwlaw.com
Total Assets: $12.04 million
Total Debts: $21.68 million
The petition was signed by Lucia Carballo, manager.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Automatic Protection Business Debt $2,154
Systems Corp
Dept. #2785
Tulsa, OK 74182
Blue Cross BlueShield of Business Debt $8,455
Oklahoma
Health Care Service Corp
P O Box 660049
Dallas, TX 75266-0049
Callaway Golf Company Business Debt $2,551
P O Box 9002
Carlsbad, CA 92018
Clark Oil Distributors, Inc. Business Debt $2,875
P O Box 970
Sapulpa, OK 74067
Cobra PUMA Gold, Inc. Consumer Loan $4,320
P O Box 5834
Carol Stream, IL 60197-5834
Conner & Winters, LLP Business Debt $18,000
4000 One Williams Center
Tulsa, OK 74172
E-Z-Go Business Debt $1,841
26007 Network Place
P.O. Box 840485
Chicago, IL 60673-1260
Golf Scorecards, Inc. Business Debt $1,660
9735 SW Sunshine Ct, Suite 700
Beaverton, OR 97005
IPFS Corporation Business Debt $6,697
P O Box 730223
Dallas, TX 75373-0223
John Deere Financial Business Debt $90,000
P O Box 650215
Dallas, TX 75265-0215
Justice Golf Car Co, Inc. Business Debt $37,974
Tulsa
9300 S. I-35 Service Rd
Oklahoma City, OK 73160
K&M Shillingford Business Debt $3,200
5004 E. Archer Street
Tulsa, OK 74115
TaylorMade Golf Company, Inc. Business Debt $1,616
5545 Fermi Court
Carlsbad, CA 92008
P&K Equipment, Inc. Business Debt $8,440
102 S. Van Buren
Enid, OK 73703
PNC Equipment Finance Business Debt $82,000
P O Box 931034
Cleveland, OH 44193
Professional Turf Products Business Debt $6,298
P O Box 201349
Dallas, TX 75320-1349
Timmons Oil Company Business Debt $4,261
P O Box 691140
Tulsa, OK 74169-1140
True Turf Business Debt $2,321
3110 E. 44th Place
Tulsa, OK 74105
Wagoner County Business Taxes $8,061
307 E. Cherokee
Wagoner, OK 74467
Winston Collection, LLC Business Debt $3,292
2169 Avon Industrial Drive
Rochester, MI 48309
EMPIRE LAND: EPI's Bid for Summary Judgment Denied
--------------------------------------------------
In the adversary proceeding captioned RICHARD K. DIAMOND, Chapter 7
Trustee, Plaintiff, v. EMPIRE PARTNERS, INC., a California
Corporation, Defendant, Adv. No. 6:09-ap-01235-MH (Bankr. C.D.
Cal.), Judge Mark Houle of the United States Bankruptcy Court for
the Central District of California, Riverside Division, denied in
its entirety the motion for summary judgment filed by the defendant
Empire Partners, Inc., against the Chapter 7 Trustee, Richard K.
Diamond.
The Trustee had filed the adversarial complaint against Empire
Partners, alleging four fraudulent transfers under federal and
state law in the amounts of (1) $9,667,000, (2) $4,000,000, (3)
$2,500,000, and (4) $1,415,032.14, in addition to various other
claims under state law.
The bankruptcy case is In re: EMPIRE LAND, LLC, Chapter 7,
Debtor(s), Case No. 6:08-bk-14592-MH (Bankr. C.D. Cal.).
A full-text copy of Judge Houle's April 4, 2016 memorandum decision
is available at http://is.gd/K5dgSZfrom Leagle.com.
RICHARD K. DIAMOND, Chapter 7 Trustee, is represented by:
Richard S. Berger, Esq.
Peter M. Bransten, Esq.
Cynthia M. Cohen, Esq.
Michael I. Gottfried, Esq.
John P. Reitman, Esq.
Monica Rieder, Esq.
Aleksandra Zimonjic, Esq.
Roye Zur, Esq.
LANDAU GOTTFRIED & BERGER LLP
1801 Century Park East, Suite 700
Los Angeles, CA 90067
Tel: (310)557-0050
Fax: (310)557-0056
Email: rberger@lgbfirm.com
pbransten@lgbfirm.com
mgottfried@lgbfirm.com
jreitman@lgbfirm.com
mrieder@lgbfirm.com
azimonjic@lgbfirm.com
rzur@lgbfirm.com
Empire Partners, Inc., a California Corporation, is represented
by:
Jonathan A. Loeb, Esq.
David Loughnot, Esq.
Jeffrey Rosenfeld, Esq.
BLANK ROME LLP
2029 Century Park East, 6th Floor
Los Angeles, CA 90067
Tel: (424)239-3400
Fax: (424)239-3434
Email: jloeb@blankrome.com
jrosenfeld@blankrome.com
About Empire Land
Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.
The company and seven of its affiliates filed for Chapter 11
protection (Bankr. C.D. Calif. Lead Case No.08-14592) on April 25,
2008. The company owned at least 11,800 lost in 14 separate land
projects as of the Chapter 11 filing. Empire Land estimated
assets and debts between $100 million to $500 million.
James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, serves
as counsel to the Debtors. The Official Committee of Unsecured
Creditors selected Landau & Berger LLP as its general bankruptcy
counsel.
ENERGY TRANSFER: Egan-Jones Cuts FC Sr. Unsecured Rating to B+
--------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Energy Transfer Equity LP to B+
from BBB- on April 12, 2016.
Energy Transfer Equity is based in Dallas, Texas, a sister
partnership to Energy Transfer Partners. It specializes in the
storage and transportation of natural gas.
EPICOR SOFTWARE: Bank Debt Trades at 5% Off
-------------------------------------------
Participations in a syndicated loan under which Epicor Software
Corp is a borrower traded in the secondary market at 95.83
cents-on-the-dollar during the week ended Friday, April 22, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.45 percentage points from the
previous week. Epicor Software pays 375 basis points above LIBOR
to borrow under the $1.4 billion facility. The bank loan matures on
May 25, 2022 and carries Moody's B2 rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 22.
ESCALERA RESOURCES: May 6 Deadline for Filing SHU Claims
--------------------------------------------------------
The U.S. Bankruptcy Court in Colorado has given the royalty
interest holders of Escalera Resources Co.'s Spyglass Hill unit
until May 6 to file proofs of their claim.
Any claim filed after the deadline will be disallowed, according to
the order signed by U.S. Bankruptcy Judge Thomas McNamara.
About Escalera Resources
Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:
ESCRQ) is an independent energy company engaged in the exploration,
development, production and sale of natural gas and crude oil,
primarily in the Rocky Mountain basins of the western United
States. Escalera was incorporated in Wyoming in 1972 and
reincorporated in Maryland in 2001. As of October 2015, the
Company had 22 employees, none of whom are subject to a collective
bargaining agreement.
Escalera has approximately 14,300,000 shares of common stock symbol
"ESCR") and 1,610,000 shares of Series A Cumulative Preferred Stock
(symbol "ESCRP") outstanding.
Escalera Resources filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 22395) on Nov. 5, 2015. Adam Fenster,
the chief financial officer, signed the petition. Judge Thomas B.
McNamara is assigned to the case.
The Debtor listed total assets of $97.7 million and total
liabilities of $67.7 million as of June 30, 2015.
On Dec. 15, 2015 the Debtor won approval to employ Onsager |
Guyerson | Fletcher | Johnson ("OGFJ"), as bankruptcy counsel.
Three other professionals were approved by the Court: (i) on Jan.
19, 2016, Hein & Associates, LLP, as accountants for Debtor; (ii)
on Jan. 19, Lindquist & Vennum LLP, as special counsel for the
Debtor in connection with the Humphrey Litigation; and (iii) on
Jan. 28, Jones & Keller, P.C., as special counsel for the Debtor
for general corporate and securities matters.
* * *
The Court established Jan. 20, 2016, as the last day for all
persons and entities (excluding governmental units) having Claims
against the Debtor to file proofs of claim and May 19, 2016 as the
bar date for governmental units.
FAIRMOUNT SANTROL: S&P Lowers CCR to 'CCC+', Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Chesterland, Ohio-based industrial sand producer
Fairmount Santrol Inc. to 'CCC+' from 'B'. The outlook is
negative.
At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'CCC+' from 'B'. The '4' recovery
rating on the debt is unchanged and indicates S&P's expectation of
average (30% to 50%; upper half of the range) recovery in the event
of a payment default.
"The negative outlook reflects our expectation for continued
pressure on Fairmount's profitability and cash flows over at least
the next 12 months due to reduced drilling and completion activity
and weak demand and pricing for frac sand," said Standard & Poor's
credit analyst Ryan Gilmore. "As a result, we believe Fairmount
could face a near-term liquidity crisis given its debt maturity
profile in relation to current sources of liquidity."
S&P could lower the rating if it no longer deemed liquidity to be
adequate. This could occur if demand and prices for frac sand
weakened further from current levels, resulting in accelerated cash
and revolving credit facility usage, or if the company used cash to
redeem its near-term term loan maturity. In addition, S&P would
lower its rating on Fairmount Santrol to 'CCC' if S&P believes that
a default is likely over the subsequent 12 months absent an
unforeseen positive development.
S&P could raise the rating if we felt liquidity would remain
adequate beyond the March 2017 term loan maturity. This could
happen if Fairmount refinanced or repurchased its term loan debt in
a liquidity enhancing transaction that S&P do not consider to be
distressed.
FOREST PARK: Wants Until June 8 to Assume or Reject Lease
---------------------------------------------------------
Forest Park Medical Center at Fort Worth, LLC asks the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division, to extend the time period within which it may assume or
reject an unexpired lease of nonresidential real property, from May
9, 2016, to June 8, 2016.
The Debtor's operations are conducted at improved real estate
leased by the Debtor from FPMC Fort Worth Realty Partners, LP. The
real property leased by the Debtor includes the Debtor's hospital
facility, space in a medical office building and a parking garage.
The Debtor relates that prior to the Petition Date, it received a
Notice to Pay Rents to Person Other than Landlord from Sabra Texas
Holdings, L.P., directing the Debtor to pay rent under the Lease to
Sabra based on an alleged default existing under an Assignment of
Rents and related documents between Sabra and the Landlord. The
Debtor further relates that the Landlord thereafter commenced a
voluntary chapter 11 case in the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division.
The Debtor tells the Court that it has executed a non-binding
letter of intent ("LOI") dated March 30, 2016 from Methodist
Hospitals of Dallas d/b/a Methodist Health System ("MHS"), which
outlines the basic terms upon which MHS, or a new company to be
formed by MHS ("NewCo"), shall acquire substantially all of the
Debtor's assets through a Court approved sale pursuant to section
363 of the Bankruptcy Code.
The Debtors contend that the Debtor and MHS are currently engaged
in the process of negotiating and drafting the formal Asset
Purchase Agreement to include all terms of the sale. They further
contend that among the conditions of the sale is not only the entry
of an order by the Court approving the sale, but the entry of an
order in the Landlord's chapter 11 case approving a sale of all
assets of the Landlord, including the premises, to MHS or its
designee.
The Debtor anticipates filing a motion in the immediate future
seeking approval of the proposed Sale and has previously made a
request for a joint status conference to be conducted in the case
and the Landlord's case for the purpose of considering adoption of
joint sales procedures in both cases. The Debtors expect the sale
transaction to close during May 2016.
Forest Park Medical Center at Fort Worth is represented by:
J. Robert Forshey, Esq.
Jeff P. Prostok, Esq.
FORSHEY & PROSTOK LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Telephone: (817)877-8855
Facsimile: (817)877-4151
E-mail: bforshey@forsheyprostok.com
jprostok@forsheyprostok.com
About Forest Park Medical Center at Fort Worth
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.
FOX HILL REALTY: $1.035MM Sale to Pay Creditors in Full
-------------------------------------------------------
Fox Hill Realty, LLC, on April 22, 2016, filed a motion asking the
U.S. Bankruptcy Court for the Southern District of New York for
approval to real property, consisting of 80 acres, located in the
Town of Warwick, County of Orange, to Lucretia Investment Holdings,
LLC, for $1,035,000. The Lucretia offer would result in a
satisfaction of the secured obligations of secured creditors Kevin
Hanlon (owed $780,000) and the County Of Orange (owed $94,000).
The Debtor believes the sale will provide sufficient proceeds so as
to enable the Debtor to pay all creditors in full. A hearing on the
sale motion is scheduled for May 17, 2016, at 9:30 a.m.
Fox Hill Realty, LLC, a single asset real estate, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 16-35358) on March 3, 2016.
The case judge is Hon. Cecelia G. Morris. The Debtor tapped Thomas
Genova, Esq., at Genova & Malin, Attorneys, in Wappingers Falls,
New York. The Debtor disclosed $1.05 million in assets and
$852,850 in total liabilities. The petition was signed by Mozafar
Rafizadeh, sole member.
FPMC AUSTIN: Proposes to Sell Property for $100MM
-------------------------------------------------
FPMC Austin Realty Partners, LP, filed with the U.S. Bankruptcy
Court a motion seeking approval of procedures governing the sale of
its property and other assets, and scheduling a hearing to consider
the sale of the Property.
The Debtor's primary asset is a medical campus property commonly
known as the Forrest Park Medical Center Hospital and Medical
Office Building located 8.5 acres on the south side of SH 45 North
between MoPac and I-35 in Round Rock, Texas. Forrest Park Medical
Center consists of a short-term acute care hospital and medical
office building, together with a 445 stall adjacent parking
garage.
The Motion explains, "Since the Petition Date, the Debtor received
numerous expressions of interest to acquire the Property . . .
Considering the number of prospective purchasers, the identity of
those potential purchasers and the terms contained in their offers,
the Debtor engaged CBRE, Inc., and KOA Partners, LLC, to assist in
managing an informal sale process. In order to restore
credibility, predictability and transparency to the sale process,
the Debtor decided to request approval from this Court an
abbreviated sale process."
To complete a sale of the Property, the Debtor proposes the
following process:
-- In order to be a Qualified Buyer, a prospective purchaser
must deposit the sum of $10,000,000. The Deposit must be received
no later than 1 business day prior to the Offer Deadline on the
date established by the Court in the Sale Procedures Order.
-- The Debtor will submit a form of purchase and sale agreement
to the Court for approval not later than 24 hours prior to the
hearing on the Sale Procedures Motion.
-- Each offer to purchase the Property must include (i) a
written and signed irrevocable and binding purchase and sale
agreement containing substantially the same terms and conditions as
the PSA, along with a blacklined copy of the Modified PSA showing
any revisions to the PSA.
-- The Debtor, in consultation with the Lenders, shall determine
whether any Modified PSA that modifies the PSA in any material
respect is a Qualified Offer.
A Modified PSA shall: a. Provide for a purchase price in an amount
in excess of One Hundred Million Dollars ($100,000,000); b. Not
contain any contingencies for the Qualified Buyer’s ability to
obtain financing and shall be for all cash payable in full upon
closing; c. Not contain any condition to closing on the receipt of
any third party approval or any organizational approvals to make
its competing bid and to enter into and perform the Modified PSA
(excluding approvals required by the Bankruptcy Court or any
governmental or regulatory agency); d. Provide that the Qualified
Offer is irrevocable; e. Provide that $2,000,000 of the Deposit
will be non-refundable.
The Auction will commence with the highest Qualified Offer and
continue in increments of not less than $500,000 until each
Qualified Buyer makes its final offer. Any bid submitted after the
conclusion of the Auction shall not be considered for any purpose.
At the conclusion of the bidding, the Court will announce its
determination as to the person or entity submitting the highest or
best bid for the Property.
FPMC Austin Realty Partners, LP, is represented by:
Raymond W. Battaglia, Esq.
THE LAW OFFICES OF RAY BATTAGLIA, PLLC
66 Granburg Circle
San Antonio, Texas 78218
Telephone (210) 601-9405
Email: rbattaglialaw@outlook.com
About FPMC Austin
FPMC Austin Realty Partners, LP's primary asset is a medical campus
property commonly known as the Forrest Park Medical Center Hospital
and Medical Office Building located 8.5 acres on the south side of
SH 45 North between MoPac and I-35 in Round Rock, Texas
("Property").
FPMC Austin Realty Partners filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 16-10020) on Jan. 5, 2016. The petition
was signed by Mary Hatcher as manager of NRG Austin Dev. LLC, its
general partner. Judge Tony M. Davis has been assigned the case.
The Debtor estimated assets of $100 million to $500 million and
liabilities of $50 million to $100 million.
The Law Offices of Ray Battaglia, PLLC serves as the Debtor's
counsel.
Proofs of claim are due by May 9, 2016.
FPMC FORT WORTH: Hires Cherry Bekaert as Accountants
----------------------------------------------------
FPMC Fort Worth Realty Partners, LP, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Cherry Bekaert LLP as accountants to the Debtor.
FPMC Fort Worth requires Cherry Bekaert to prepare and file the
Debtor's tax returns for the tax year ending December 31, 2015.
Cherry Bekaert will be paid at a flat fee of $10,000 for the
preparation and filing of the Debtor's tax returns. The entire
amount will be paid upfront as a retainer. Payment of the Flat Fee
to Cherry Bekaert will be due prior to Cherry Bekaert's preparation
of the tax returns. The $10,000 fee will include payment for all of
Cherry Bekaert's expenses in connection with the preparation of the
tax returns.
To the best of the Debtor's knowledge, 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.
Cherry Bekaert can be reached at:
John Paden
CHERRY BEKAERT LLP
200 South 10th Street, Suite 900
Richmond, VA 23219
Tel: (804) 673-5700
Fax: (804) 673-4290
About FPMC Fort Worth
FPMC Fort Worth Realty Partners, LP filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 15-44791) on Nov. 30, 2015. The
petition was signed by Todd Furniss as manager of Neal Richards
Group Forest Park Development LLC, its general partner. Franklin
Hayward LLP represents the Debtor as counsel. Judge Mark X. Mullin
has been assigned the case.
GEO GROUP: S&P Assigns 'BB+' Rating on New $900MM Revolver Facility
-------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to U.S.-based The GEO Group Inc.'s proposed new $900 million
revolving credit facility due 2019. The recovery rating is '1',
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default. S&P will withdraw the rating on
the existing revolving credit facility once it's terminated.
S&P's 'BB-' corporate credit rating and 'BB+' senior secured debt
rating are unchanged. The outlook is stable. However, S&P is
lowering its issue-level rating on the company's senior unsecured
debt to 'B+' from 'BB-'. The recovery rating is now '5',
reflecting S&P's expectation for modest (in the higher half of the
10%-30% range) recovery in the event of a payment default. The
downgrade of the unsecured debt reflects the incremental upsize in
the revolving credit facility that will increase the senior secured
debt claims and leave less value available to the unsecured
claims.
"Our ratings on GEO reflects our view that the company benefits
from high barriers to entry in the private corrections industry,
including significant capital spending to build and maintain
detention facilities, specialized knowledge and competence to win
contracts and manage the facilities, and a good market position in
a highly regulated industry. We believe GEO will maintain its
current market share because of its ability to deliver higher
operating efficiency compared with public facilities. Nevertheless,
we believe the private corrections market will continue to
represent only about 10% of the total corrections market, as there
is little political or public support to grow the share of private
prisons. Over the medium to long term, potential correctional
policy changes could reduce the U.S. government's demand for
private correctional services, especially if the policy changes are
aimed at reducing budget deficits at the various levels of
government. In addition, the company will remain dependent on a
concentrated base of customers from various levels of the U.S. and
state governments. The company's top three customers are
departments of the federal government (Bureau of Prisons,
Immigration and Customs Enforcement, and U.S. Marshal Services)
that account for approximately 45% of GEO's total revenue. We
believe the company will continue to deliver moderate revenue and
profit growth, and consistent free cash flow to modestly improve
its credit ratios from current levels. We forecast the ratio of
debt to EBITDA in the high-4x area and funds from operations to
debt in the mid-teens range in 2016 and 2017," S&P said.
RATINGS LIST
The GEO Group Inc.
Corporate credit rating BB-/Stable/--
Ratings Assigned
The GEO Group Inc.
GEO Corrections Holdings Inc
Senior secured
$900 mil. revolver due 2019 BB+
Recovery rating 1
Downgraded
To From
The GEO Group Inc.
Senior unsecured B+ BB-
Recovery rating 5H 4L
H.C.T.C. LLC: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: H.C.T.C., LLC
12450 Woodlands Court
Plymouth, Mi 48170-2890
Case No.: 16-46171
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 25, 2016
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Thomas J. Tucker
Debtor's Counsel: Matthew W. Frank, Esq.
FRANK & FRANK, PLLC
30833 Northwestern Hwy., Suite 205
Farmington Hills, MI 48334
Tel: (248) 932-1440
E-mail: frankandfrank@comcast.net
mfrank@frankfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dean Perakis, manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb16-46171.pdf
HCSB FINANCIAL: RMB Capital, et al., Report 9.9% Stake
------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, RMB Capital Management LLC, RMB Mendon Managers LLC,
RMB Capital Holdings, LLC, Mendon Capital Advisors Corp., and
Mendon Capital Master Fund Ltd., disclosed that as of April 11,
2016, they beneficially own 40,000,000 shares of common stock of
HCSB Financial Corporation representing 9.9 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/KEx0AF
About HCSB Financial
Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank. The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988. From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services. During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach. All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.
HCSB Financial reported a net loss available to common shareholders
of $1.75 million on $13.7 million of total interest income for the
year ended Dec. 31, 2015, compared to a net loss available to
common shareholders of $1.40 million on $16.09 million of total
interest income for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, HCSB Financial had $362 million in total
assets, $374 million in total liabilities and a total shareholders'
deficit of $12.3 million.
Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation (FDIC) that requires, among
other provisions, capital ratios to be maintained at certain
levels. As of December 31, 2015, the Company's subsidiary is
considered significantly undercapitalized based on its regulatory
capital levels. These considerations raise substantial doubt about
the Company's ability to continue as a going concern. The Company
also has deferred interest payments on its junior subordinated
debentures for 20 consecutive quarters as of December 31, 2015.
Under the terms of the debentures, the Company may defer payments
for up to 20 consecutive quarters without creating a default.
Payment for the 20th quarterly interest deferral period was due in
March 2016. The Company failed to pay the deferred and compounded
interest at the end of the deferral period, and the trustees of the
corresponding trusts, have the right, after any applicable grace
period, to exercise various remedies, including demanding immediate
payment in full of the entire outstanding principal amount of the
debentures. The balance of the debentures and accrued interest as
of December 31, 2015 were $6,186,000 and $901,000, respectively.
These events also raise substantial doubt about the Company's
ability to continue as a going concern as of December 31, 2015.
HELIX ENERGY: Egan-Jones Cuts FC Sr. Unsecured Rating to CCC
------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Helix Energy Solutions Group
Inc. to CCC from BB on April 21, 2016. EJR also lowered the
foreign currency commercial paper rating on the Company to C from
A2.
Helix Energy Solutions Inc., known as Cal Dive International prior
to 2006, is an American oil and gas services company headquartered
in Houston, Texas.
HERCULES OFFSHORE: S&P Lowers CCR to 'CCC-', Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Hercules Offshore Inc. to 'CCC-' from
'CCC+'. The outlook is negative.
At the same time, S&P lowered the issue-level rating on the
company's secured debt to 'CCC-' from 'CCC+'. The recovery rating
on the debt issue remains '3', indicating S&P's expectation of
meaningful (30% to 50%, higher end of the range) recovery in the
event of a payment default.
"The rating action follows the company's disclosure that it has
entered into a forbearance agreement with its lenders, and our
belief that there is a high likelihood of default or restructuring
over the next six months," said Standard & Poor's credit analyst
Kevin Kwok. "During the forbearance period, the company will be
unable to access the $200 million in escrow related to the final
payment on the Hercules Highlander rig, which could potentially
delay delivery of the new build and impact the company's contract
for this rig," he added.
The outlook is negative, reflecting S&P's belief that there is a
high likelihood of default within the next six months, absent
unanticipated significantly favorable changes in the issuer's
circumstances.
S&P would lower the ratings if the company entered into a
restructuring agreement or were unable to meet its debt service
obligations.
S&P could consider a positive rating action if the company were
able to resolve the compliance issue with the affirmative
covenants.
HOLLY ENERGY: S&P Raises CCR to 'BB+', Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Holly Energy Partners L.P. to 'BB+' from
'BB'. The outlook is stable.
At the same time, S&P assigned its 'BBB' rating to the
partnership's senior secured revolving credit facility. The
recovery rating on the debt is '1', indicating S&P's expectation
for very high (90%-100%) recovery in the event of a default.
In addition, S&P affirmed its 'BB' rating on the senior unsecured
debt. S&P revised its recovery rating on this debt to '5' from
'4'. The recovery rating of '5' indicates S&P's expectation for
modest recovery (10% to 30%, in the lower end of the range) in the
event of a payment default.
"The rating action reflects our reassessment of the strategic link
between Holly Energy Partners and its general partner,
HollyFrontier, given HollyFrontier's renewed focus on the
importance of Holly Energy Partners to its overall growth
strategy," said Standard & Poor's credit analyst Michael Grande.
The partnership continues to focus on growing fee-based cash flow
through increasing its level of acquisitions with parent
HollyFrontier and third parties. In 2015 and 2016, the partnership
has taken a more active role on this front as it closed on multiple
transactions including a naptha fractionation processing unit,
Frontier Pipeline, crude oil tankage at the Tulsa refinery, and
crude tanks adjacent to the El Dorado Refinery. S&P expects the
partnership's 2016 capital spending budget to be modest--around $75
million to $95 million--with projects focusing on low-risk logistic
assets serving HollyFrontier's refineries including the Arteria-El
Paso Product Pipeline and Tulsa Rail Storage. Once complete, these
acquisitions, along with organic expansions, could increase Holly
Energy Partners' run-rate EBITDA by more than 25%.
The stable rating outlook reflects S&P's expectation that Holly
Energy Partners' debt leverage generally will be between 3.5x and
4.5x, as the partnership continues to grow organically and
undertake third-party acquisitions, while maintaining adequate
liquidity and a comfortable cushion in its distribution coverage
ratio.
The most likely downside scenario would stem from a downgrade to
HollyFrontier, which would likely result in a Holly Energy Partners
downgrade. S&P could lower the rating on HollyFrontier if it has
operational difficulties, does a leveraging transaction, pursues
less conservative financial policies, or if S&P believes that the
company's historical profitability will become less sustainable.
Absent a downgrade to HollyFrontier, S&P could lower the ratings on
Holly Energy Partners if the partnership assumes more commodity
price exposure or S&P expects Holly Energy Partners' debt leverage
will rise above 4.5x on a sustained basis.
S&P views an upgrade as unlikely at this time as it views Holly
Energy Partners' current size and scale, as well as the fact that
it derives a significant portion of its cash flow from parent
HollyFrontier, as limiting factors. S&P also would not
automatically raise its rating on Holly Energy Partners if S&P
raised the rating on HollyFrontier to 'BBB', unless S&P believed
Holly Energy Partners' stand-alone credit profile was 'bb+'.
INDICON INC: Dismissal of Vanguard's Suit v. Non-Debtors Affirmed
-----------------------------------------------------------------
The United States Court of Appeals for the Second Circuit affirmed
the the district court's September 30, 2013, judgment, which
affirmed an order of the United States Bankruptcy Court for the
District of Connecticut granting the defendant Joseph Tesoriere's
letter motion to dismiss Vanguard Products Corporation's adversary
proceeding against the non-debtor defendants for lack of subject
matter jurisdiction.
The case is IN RE: INDICON, INC., Debtor. VANGUARD PRODUCTS
CORPORATION, Plaintiff-Appellant, v. KIM CITRIN, STEPHEN JAMES
CURLEY, DYMAX CORPORATION, INDICON, INC., OMNI SOLO, INC., TRIDAK,
LLC, MARIE DESALVO, Defendants-Appellees, JOSEPH TESORIERE,
Defendant, No. 15-746-bk (2nd Cir.).
A full-text copy of the Second Circuit's April 4, 2016 summary
order is available at http://is.gd/ERGdNTfrom Leagle.com.
Stephen J. Curley is represented by:
Stephen J. Curley, Esq.
LAW OFFICES OF STEPHEN J. CURLEY
One Atlantic Street, Suite 604
Stamford, CT 06901
Tel: (203) 327-1317
Fax: (203) 276-8768
Email: scurley@cur-law.com
Dymax Corporation and Tridak, LLC are represented by:
Gerald T. Giaimo, Esq.
Daniel J. Krisch, Esq.
HALLORAN & SAGE, LLP
One Goodwin Square
225 Asylum Street
Hartford, CT 06103
Tel: (860)522-6103
Fax: (860)548-0006
Email: giaimo@halloransage.com
krisch@halloransage.com
Omni Solo, Inc. is represented by:
Robert Alan Schrage, Esq.
LAW OFFICES OF ROBERT ALAN SCHRAGE
Shelton Connecticut Office
2 Corporate Drive, Suite 234
Shelton, CT 06484
Tel: (203)513-3228
Email: ras@schragelaw.com
INNOVATIVE MACHINING: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Innovative Machining Solutions, LLC
1544 Jefferson Chemical Rd
Conroe, TX 77306
Case No.: 16-32083
Chapter 11 Petition Date: April 25, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtor's Counsel: Alan Sanford Gerger, Esq.
DUNN, NEAL & GERGER, L.L.P.
3006 Brazos Street
Houston, TX 77006
Tel: 713-403-7400
Fax: 713-583-3002
E-mail: asgerger@dnglegal.com
Total Assets: $1.09 million
Total Liabilities: $583,485
The petition was signed by Ilo Flyod, manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb16-32083.pdf
J. CREW: Bank Debt Trades at 22% Off
------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 78.48
cents-on-the-dollar during the week ended Friday, April 22, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.39 percentage points from the
previous week. J. Crew pays 300 basis points above LIBOR to borrow
under the $1.56 billion facility. The bank loan matures on Feb. 27,
2021 and carries Moody's B2 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended April 22.
JARDEN CORP: Moody's Withdraws Ba3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew the ratings of Jarden
Corporation including the Ba3 Corporate Family Rating and the
Ba3-PD Probability of Default Rating.
RATINGS RATIONALE
This action follows Newell Rubbermaid's completion of its
acquisition of Jarden and an exchange offer for Jarden debt in
which most but not all of the Jarden notes were exchanged for
Newell notes. Moody's understands that Newell will not guarantee
the remaining Jarden bonds, nor will it provide stand-alone
financial statements for Jarden. As a result, Moody's withdrew all
ratings of Jarden due to the lack of sufficient financial
information.
Withdrawals:
Jarden Corporation
Corporate Family Rating, Withdrawn, previously rated Ba3;
Probability of Default Rating, Withdrawn, previously rated Ba3-
PD;
Senior secured rating, Withdrawn, previously rated Ba1;
Senior unsecured rating, Withdrawn, previously rated Ba3;
Senior subordinated rating, Withdrawn, previously rated B1;
Subordinated rating, Withdrawn, previously rated B1;
Speculative Grade Liquidity rating, Withdrawn, previously rated
SGL-1
JUMIO INC: Auction Scheduled for April 28
-----------------------------------------
Jumio Inc., an online and mobile credentials authentication
company, on April 21 disclosed that Jumio, the "stalking horse
bidder" Jumio Acquisition, LLC, and the Official Committee of
Equity Security Holders (the "Parties") have agreed to bidding
procedures that maintain the schedule originally proposed by
Jumio.
Under the order, which will be entered by the Court, an auction
will be scheduled for Thursday, April 28, 2016, and a sale hearing
to confirm the winning bidder for Friday, April 29, 2016. In
addition, under the order, in the event that the stalking horse
bidder is identified as the successful bidder or a back-up bidder
at the auction, Jumio Acquisition's credit bid of Prepetition
Secured Claims will be subject to approval at the sale hearing.
This schedule will facilitate an efficient and highly competitive
sale process that maximizes value for all Jumio 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.
JUMIO INC: To Auction Assets on Thursday
----------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware approved proposed procedures for the sale
of substantially all assets of Jumio Inc.
The Court will conduct an auction on April 28, 2016, at 10:00 a.m.
(Prevailing Eastern Time) at the Offices of Landis Rath & Cobb LLP
in Wilmington, Delaware.
Judge Shannon scheduled a sale hearing for April 29, 2016, at 9:30
a.m. (Prevailing Eastern Time) to approve the sale to the
stalking-horse bidder or the successful bidder. The Debtor has
named Jumio Software Development GmbH and Jumio Acquisition LLC as
staking-horse bidder for its assets pursuant to the asset purchase
agreement.
The Debtor designated and employed Sagent Advisors LLC as
investment banker to coordinate all reasonable requests from
potential bidders for additional information and due diligence.
The deadline for submitting offers for the Debtor's assets expired
on April 26, 2016. Qualified bidders, other than the
stalking-horse bidder, were required to deliver written copies of
their bid to (i) Mathew Epstein of Sagent Advisors LLC, (ii) the
Debtor's counsel, Adam G. Landis, Esq., and Kerri K. Mumford, Esq.,
of Landis Rath & Cobb LLP, and (III) the Debtor's special counsel,
George W. Shuster, Esq.
The assets purchase agreement indicated a minimum of $22,962,288 in
cash (plus any additional cash as may be required to satisfy any
cash payments required to be made by the Debtor as a condition of
the bid, to the extent payments are not required by the
staling-horse bidder) and that has total deemed value that
otherwise exceeds that sum of (a) the total deemed value of the
staling-horse bidder's purchase price, and (b) the amount of
expense reimbursement ($300,000) by at least $200,000.
All bids must be accompanied by a good faith deposit of
$1,000,000.
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.
KSL MEDIA: Court Denies LGB's Bid to Strike Trustee's Allegations
-----------------------------------------------------------------
Judge Geraldine Mund of the United States Bankruptcy Court for the
Central District of California, San Fernando Valley Division,
denied the Motion to Strike of Defendants Rodger Landau and Landau
Gottfried & Berger LLP move for an order to strike several
allegations from Trustee's Complaint.
Simultaneously Landau and LGB filed a motion to dismiss and a
motion for a more definite statement. The Court has prepared a
detailed memorandum as to the motion to dismiss.
In its ruling on the Motion to Dismiss, the Court agreed with the
Defendants that the sixth and seventh claims for relief are
premature. Therefore, the request to strike allegations concerning
the sixth and seventh claims for relief is moot.
A full-text copy of the Memorandum dated March 23, 2016 is
available at http://is.gd/Cof2Nnfrom Leagle.com.
The case is In re: KSL MEDIA INC, Chapter 7, Debtor. David K
Gottlieb, Plaintiff, v. Rodger M Landau, Landau Gottfried & Berger
LLP, Defendants, Case No. 1:13-bk-15929-MB, Adv No.
1:15-ap-01212-GM.
David K Gottlieb, Plaintiff, is represented by Eric R. Wilson,
Kelley Drye & Warren LLP.
Rodger M Landau, Defendant, is represented by T. John Fitzgibbons,
Esq. -- JFitzgibbons@romalaw.com -- Robie & Matthai APC, Kyle
Kveton, Esq. -- KKveton@romalaw.com -- Robie & Matthai, Edith R.
Matthai, Robie & Matthai.
About KSL Media
One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.
According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.
The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.
The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California. The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP. The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.
LAKE MICHIGAN BEACH: BCL Loses Bid to Dismiss Ch. 11 Case
---------------------------------------------------------
Judge Timothy A. Barnes of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, denied the
motion filed by BCL-Bridge Funding LLC which sought dismissal for
cause under section 1112(b) of the Bankruptcy Code of the chapter
11 case of Lake Michigan Beach Pottawattamie Resort LLC.
BCL had alleged that because the debtor filed its bankruptcy
petition on the eve of foreclosure and without BCL's approval as a
member of the debtor, the case was filed in bad faith and must be
dismissed.
In a memorandum decision dated April 5, 2016, and available at
http://is.gd/6vj9Ejfrom Leagle.com, Judge Barnes held that BCL
failed to show that the debtor filed the case in bad faith.
Further, the judge also stated that the debtor was not prohibited
from filing the case under its existing corporate documents.
The case is In re: Lake Michigan Beach Pottawattamie Resort LLC,
Chapter 11, Debtor, Case No. 15bk42427 (Bankr. N.D. Ill.).
Lake Michigan Beach Pottawattamie Resort LLC is represented by:
Francisco Connell, Esq.
Miriam R. Stein, Esq.
CHUHAK & TECSON, P.C.
30 South Wacker Drive, Suite 2600
Chicago, IL 60606
Tel: (312)444-9300
Fax: (312)444-9027
Email: fconnell@chuhak.com
mstein@chuhak.com
LEXMARK INTERNATIONAL: Egan-Jones Cuts FC Sr. Unsec. Rating to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Lexmark International Inc. to BB
from BB+ on April 20, 2016.
Lexmark International, Inc. is an American corporation that
manufactures laser printers and provides enterprise software.
LINN ENERGY: Amends 2015 Annual Report
--------------------------------------
Linn Energy, LLC filed an amendment No. 1 on Form 10-K/A to the
Company's annual report on Form 10-K for the fiscal year ended Dec.
31, 2015, filed with the Securities and Exchange Commission on
March 15, 2016, solely to disclose all Part III information.
Part III relates to disclosures regarding the Company's directors,
executive officers and corporate governance; executive
compensation; security ownership of certain beneficial owners and
management and related stockholder matters; certain relationships
and related transactions, and director independence; and principal
accounting fees and services.
A full-text copy of the Form 10-K/A is available for free at:
http://is.gd/7ABza0
About Linn Energy
LINN Energy, LLC (NASDAQ: LINE) -- http://www.linnenergy.com/-- is
an oil and natural gas company. The Company is focused on
acquiring, developing and maximizing cash flow from a portfolio of
oil and natural gas assets. The Company's properties are located
in the United States, in the Rockies, the Hugoton Basin,
California, east Texas and north Louisiana (TexLa), the
Mid-Continent, the Permian Basin, Michigan/Illinois and south
Texas.
Linn Energy reported a net loss of $4.75 billion on $2.88 billion
of revenues for the year ended Dec. 31, 2015, compared to a net
loss of $452 million on $4.98 billion of revenues for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Linn Energy had $9.97
billion in total assets, $10.2 billion in total liabilities and a
$269 million in unitholders' deficit.
* * *
As reported by the TCR on March 21, 2016, Standard & Poor's Ratings
Services lowered its corporate credit ratings on oil and gas
exploration and production company Linn Energy LLC and its
subsidiary Berry Petroleum Co. LLC to 'D' from 'CCC'.
Linn Energy, LLC carries a 'Ca' corporate family rating from
Moody's Investors Service.
LINNCO LLC: Amends 2015 Annual Report
-------------------------------------
LinnCo, LLC, filed an amendment no. 1 on Form 10-K/A to the
Company's annual report on Form 10-K for the fiscal year ended Dec.
31, 2015, filed with the Securities and Exchange Commission on
March 15, 2016, solely to disclose all Part III information.
Part III relates to information regarding the Company's directors,
executive officers and corporate governance; executive
compensation; security ownership of certain beneficial owners and
management and related stockholder matters; certain relationships
and related transactions, and director independence; and principal
accounting fees and services.
A full-text copy of the Form 10-K/A is available at no charge at:
http://is.gd/ZiT8zA
About LinnCo LLC
Houston-based LinnCo, LLC is a Delaware limited liability company
whose initial sole purpose was to own units representing limited
liability company interests in its affiliate, Linn Energy LLC (LINN
Energy). LINN Energy is an independent oil and natural gas company
that trades on the NASDAQ Global Select Market (NASDAQ) under the
symbol "LINE."
As of Dec. 31, 2015, Linnco LLC had $37.4 million in total assets,
$30.4 million in total liabilities, all current, and $7 million in
shareholders' equity.
KPMG LLP, in Houston, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company had income taxes
payable of approximately $30 million and cash of approximately $11
million. The Company's only significant asset is its interest in
LINN Energy units and the Company's cash flow, which was
historically used to pay dividends to the Company's shareholders,
is completely dependent upon the ability of LINN Energy to make
distributions to its unitholders. In October 2015, LINN Energy
suspended the payment of its distribution. Accordingly, the
uncertainty associated with the Company's ability to meet its
obligations as they become due raises substantial doubt about its
ability to continue as a going concern, the auditors noted.
LOCAL CORP: May 25 Hearing on Bid to Disallow US Bank Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved an agreement to continue to May 25 the hearing on Local
Corp.'s bid to disallow in part the claims of U.S. Bank National
Association.
The hearing will take place at Courtroom 5C, 411 West Fourth
Street, Santa Ana, California.
The deadline for U.S. Bank to file its objection was moved to May
11, according to court filings.
About Local Corporation
Local Corporation, a publicly traded Delaware corporation (NASDAQ
symbol LOCM), is in the business of providing search results to
consumers who are searching online for local businesses, products
and services. Founded in 1999, the Irvine, California-based
company went public in 2004 and has been one of the fastest growing
online local media businesses for a number of years, and for the
past four years it has been listed by Deloitte on its Technology
Fast 500. The Company's search results are provided through the
Company's flagship Local.com Web site and through other proprietary
Web sites, and they are also delivered to a network of over 1,600
other Web sites that rely on search syndication services to provide
local search results to their own users. The Company generates
revenue from ad units placed alongside its search results, which
include pay-per-click, pay-per-call, and display ad units.
The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year. The Company's balance sheet at March 31, 2015, showed $36.8
million in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.
Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015.
The Debtor disclosed $16,141,222 in assets and $29,519,418 in
liabilities as of the Chapter 11 filing.
The case is assigned to Judge Scott C. Clarkson. The Debtor tapped
Winthrop Couchot as counsel.
Robins Kaplan LLP represents as counsel to the Official Committee
of Unsecured Creditors.
MALLINCKRODT GROUP: Bank Debt Trades at 3% Off
----------------------------------------------
Participations in a syndicated loan under which Mallinckrodt Group
Inc. is a borrower traded in the secondary market at 97.15
cents-on-the-dollar during the week ended Friday, April 22, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.58 percentage points from the
previous week. Mallinckrodt Group pays 275 basis points above
LIBOR to borrow under the $1.3 billion facility. The bank loan
matures on Feb. 25, 2021 and carries Moody's B2 rating and Standard
& Poor's B- rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended April 22.
MARIA VISTA: Bid to Remand Suit v. Mi Nipomo, Costa Pacifica Denied
-------------------------------------------------------------------
Judge Peter H. Carroll of the United States Bankruptcy Court for
the Central District of California, Northern Division, denied the
motion filed by Maria Vista Estates seeking an order remanding its
adversary proceeding against Mi Nipomo, LLC, and Costa Pacifica
Estates to the Superior Court of California, County of San Luis
Obispo.
The ruling was based on findings of fact and conclusions of law
made pursuant to F.R.Civ.P. 52(a)(1), as incorporated into FRBP
7052 and applied to adversary proceedings in bankruptcy cases.
The bankruptcy case is In re: MARIA VISTA ESTATES, a California
General Partnership, Chapter 7, Debtor, Case No. 9:07-bk-10362-PC
(Bankr. C.D. Cal.).
The adversary proceeding is MARIA VISTA ESTATES, a California
General Partnership, Plaintiff, v. MI NIPOMO, LLC, a Delaware
limited liability company, COSTA PACIFICA ESTATES HOMEOWNERS
ASSOCIATION, a California corporation, Defendants, Adversary No.
9:15-ap-01096-PC (Bankr. C.D. Cal.).
A full-text copy of Judge Carroll's April 5, 2016 memorandum is
available at http://is.gd/5lSwb8from Leagle.com.
Maria Vista Estates is represented by:
Roy E. Ogden, Esq.
656 Santa Rosa St
San Luis Obispo, CA 93401
Tel: (805)544-5600
Mi Nipomo, LLC is represented by:
Patricia H. Lyon, Esq.
Penelope Parmes, Esq.
TROUTMAN SANDERS LLP
5 Park Plaza, Suite 1400
Irvine, CA 92614
Tel: (949)622-2700
Fax: (949)622-2739
Email: penelope.parmes@troutmansanders.com
About Maria Vista Estates
Based in Santa Maria, California, Maria Vista Estates --
http://www.mariavista.com/-- through its affiliated predecessors,
has owned 82 acres known as Maria Vista Property in San Luis Obispo
County since 1999. Erik Benham and Mark Pender were principals of
Maria Vista. It filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 07-10362) on March 23, 2007, represented by Joseph
M. Sholder, Esq., at Michaelson, Susi & Michaelson. It listed $1
million to $100 million in both assets and debts.
MID-STATES SUPPLY: Caterpillar Financial Seeks Adequate Protection
------------------------------------------------------------------
Caterpillar Financial Services Corporation asks the U.S. Bankruptcy
Court for the Western District of Missouri to order Mid-States
Supply Company, Inc., to provide adequate protection.
Mid-States Supply Company entered into a finance lease with
Caterpillar in which Caterpillar agreed to acquire and lease the
following units to Debtor: Caterpillar TH350B Telescopic Handler,
Serial No. SLD01603; Caterpillar TH350B Telescopic Handler, Serial
No. SLD01619 ("Handler"); and Caterpillar P5000 LIFT TRUCK, Serial
No. AT3512795 ("Lift Truck"). Pursuant to the terms of the Lease,
Caterpillar leased the Units to Debtor for a total monthly rent of
$1,205, and the Debtor granted Caterpillar a continuing security
interest and lien in, to, on, and against the Units as security for
any indebtedness to Caterpillar.
Caterpillar avers that the Debtor defaulted on the Lease prior to
November 24, 2015, by failing to make its monthly rent payments. As
of the Petition Date, the Debtor was indebted to Caterpillar under
the Lease in the amount of $2,082.15 on the Handler and $851.25 on
the Lift Truck, for a total due and owing on the Units of $2,933.
Caterpillar adds that the Units have an approximate value of
$27,900.
"Caterpillar's interest in the property decreases in value pursuant
to the stay in that Caterpillar is deprived of use of the Units,
which continuously depreciate in value through Debtor's use, while
not receiving any compensation pursuant to the Lease...
Accordingly, pursuant to Section 361(1) of the Bankruptcy Code,
Caterpillar is entitled to adequate protection payments from the
Debtor in the form of monthly installment payments in the amount of
$1,204.86 from and after the Petition Date to compensate it for the
Debtor's continued use of the Units," Caterpillar avers.
Mid-States Supply's Objection
The Debtor relates that under its Supplemental Sale Motion, it
sought approval of the sale of substantially all of its assets to
SSC Mid States Supply, Inc. pursuant to their Asset Purchase
Agreement. The Debtor further relates that the Court had approved
its Bid Procedures and that under the Bid Procedures Order, the
auction was scheduled for April 11, 2016, with the Sale Hearing
scheduled for April 13, 2016.
The Debtor tells the Court that depending on the results of the
Auction, it reserves all rights with respect to the relief sought
in the Motion and the Collateral.
Caterpillar Financial Services Corporation is represented by:
Ryan J. Pulkrabek, Esq.
Brian Holland, Esq.
LATHROP & GAGE LLP
2345 Grand Boulevard, Suite 2200
Kansas City, MO 64108-2618
Telephone: (816)292-2000
Facsimile: (816)292-2001
E-mail: RPulkrabek@LathropGage.com
bholland@lathropgage.com
Mid-States Supply Company, Inc., is represented by:
Scott J. Goldstein, Esq.
Lisa A. Epps, Esq.
SPENCER FANE LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Telephone: (816)474-8100
Facsimile: (816)474-3216
E-mail: sgoldstein@spencerfane.com
lepps@spencerfane.com
ejohnson@spencerfane.com
About Mid-States Supply Company
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.
MID-STATES SUPPLY: Wants to Reject Int'l Brotherhood CBA
--------------------------------------------------------
Mid-States Supply Company, Inc., asks the U.S. Bankruptcy Court for
the Western District of Missouri to authorize the Debtor's
rejection of the Collective Bargaining Agreement with the
International Brotherhood of Teamsters Local Union No. 682.
The Debtor and Local Union No. 682, affiliated with the
International Brotherhood of Teamsters, entered into a Collective
Bargaining Agreement, which expires by its terms on April 30,
2017.
The Debtor relates that it filed its Supplemental Sale Motion,
where it sought approval of the sale of substantially all of its
assets to Purchaser SSC Mid States Supply, Inc., pursuant to ther
Asset Purchase Agreement. The Debtor further relates that it has
largely suspended operations at the St. Louis Facility, and the
Purchaser has informed the Debtor that it does not intend to
operate the St. Louis Facility after the Closing.
The Debtor contends that the Collective Bargaining Agreement will
terminate after the Closing as a matter of law because there will
be no operations covered by it. As a result, the Debtor seeks
rejection of the Agreement pursuant to Code Section 1113.
Mid-States Supply Company, Inc., is represented by:
Scott J. Goldstein, Esq.
Lisa A. Epps, Esq.
SPENCER FANE LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Telephone: (816)474-8100
Facsimile: (816)474-3216
E-mail: sgoldstein@spencerfane.com
lepps@spencerfane.com
ejohnson@spencerfane.com
About Mid-States Supply Company
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.
MOLYCORP INC: U.S. Trustee Ordered to Appoint Chapter 11 Trustee
----------------------------------------------------------------
A federal judge has ordered the Office of the U.S. Trustee to
appoint a Chapter 11 trustee to oversee the operations of Molycorp
Inc.'s affiliates.
The order, issued by U.S. Bankruptcy Judge Christopher Sontchi,
directed the Justice Department's bankruptcy watchdog to appoint an
outside trustee for Industrial Minerals LLC and five other Molycorp
affiliates.
The other affiliates are Molycorp Advance Water Technologies LLC,
Molycorp Minerals LLC, PP IV Mountain Pass II Inc., PP IV Mountain
Pass Inc., and RCF Speedwagon Inc.
Each of the bankruptcy cases of the companies will no longer be
jointly administered with Molycorp's case under Case No. 15-11357,
according to the court filing.
About Molycorp Inc.
Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer. Molycorp owns several prominent
are earth processing facilities around the world. It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.
Molycorp has corporate offices in the United States, Canada and
China. CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada. Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.
Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.
As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.
The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.
The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings. Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.
Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners
LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves as
claims and noticing agent.
Secured creditor Oaktree Capital Management L.P. consented to the
use of cash collateral and to extend postpetition financing.
On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors. The Creditors
Committee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as
attorneys.
* * *
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.
NEIMAN MARCUS: Bank Debt Trades at 6% Off
-----------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc. is a borrower traded in the secondary market at 94.46
cents-on-the-dollar during the week ended Friday, April. 22, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.19 percentage points from the
previous week. Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's Caa2 rating and Standard & Poor's
B- rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended April 22.
NEURALSTEM INC: Receives NASDAQ Bid Price Deficiency Notice
-----------------------------------------------------------
Neuralstem, Inc., a biopharmaceutical company focused on the
development of central nervous system therapies based on its neural
stem cell technology, on April 21 disclosed that on April 20, 2016
it received a written notice from the NASDAQ Stock Market LLC that
the Company is not in compliance with NASDAQ Listing Rule
5550(a)(2), as the minimum bid price of the Company's common stock
has been below $1.00 per share for 30 consecutive business days.
The notice has no immediate effect on the listing of the Company's
common stock, and its common stock will continue to trade on the
NASDAQ Capital Market under the symbol "CUR" at this time.
In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company
has a period of 180 calendar days, or until October 17, 2016, to
regain compliance with the minimum bid price requirement. To
regain compliance, the closing bid price of the Company's common
stock must meet or exceed $1.00 per share for at least ten
consecutive business days during this 180 calendar day period.
In the event the Company does not regain compliance by October 17,
2016, the Company may be eligible for an additional 180 calendar
day grace period if it meets the initial listing standards, with
the exception of bid price, for the NASDAQ Capital Market, and
provides written notice to NASDAQ of its intention to cure the
deficiency during the second compliance period, by effecting a
reverse stock split, if necessary. If the Company does not regain
compliance within the allotted compliance period(s), including any
extensions that may be granted by NASDAQ, NASDAQ will provide
notice that the Company's common stock will be subject to
delisting. The Company would then be entitled to appeal the
determination to a NASDAQ Listing Qualifications Panel and request
a hearing.
About Neuralstem
Neuralstem's patented technology enables the commercial-scale
production of multiple types of central nervous system stem cells,
which are being developed as potential therapies for many central
nervous system diseases and conditions.
Neuralstem's ability to generate neural stem cell lines from human
hippocampus, which were used for systematic chemical screening for
neurogenesis effect, has led to the discovery and patenting of
molecules that Neuralstem believes may stimulate the brain's
capacity to generate new neurons, potentially reversing
pathophysiologies associated with certain central nervous system
(CNS) conditions.
The Company has completed Phase 1a and 1b trials evaluating
NSI-189, its first neurogenic small molecule product candidate, for
the treatment of major depressive disorder (MDD), and is expecting
to initiate a Phase 2 efficacy study for MDD in 2016.
Neuralstem's first stem cell product candidate, NSI-566, a spinal
cord-derived neural stem cell line, is under development for
treatment of amyotrophic lateral sclerosis (ALS). Neuralstem has
completed two clinical studies, in a total of thirty patients,
which met primary safety endpoints. In addition to ALS, NSI-566 is
also in a Phase 1 study to treat paralysis due to chronic spinal
cord injury, as well as in a Phase 1 study to treat paralysis from
ischemic stroke.
NFP CORP: Moody's Affirms B3 Corporate Family Rating
----------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating of NFP Corp. following the announcement that NFP will sell
its Advisor Services unit to funds managed by Stone Point Capital
LLC. NFP's ultimate parent will retain a minority ownership stake
in Advisor Services, which will change its name to Kestra
Financial. Through long-term reciprocal agreements, Kestra will
serve as the preferred broker/dealer and registered investment
advisor for NFP.
In the same action, Moody's has affirmed the ratings of NFP's
senior secured credit facilities at B1 and senior unsecured debt at
Caa2. The rating agency has changed NFP's rating outlook to stable
from negative based on its reduced financial leverage after giving
effect to completed acquisitions and management contract buyouts
(MBOs). The sale of Kestra, expected to close in mid-2016, will
initially diminish NFP's revenues and diversification, but will
provide significant cash to be invested in its ongoing business
segments.
RATINGS RATIONALE
NFP's ratings reflect its expertise and favorable market position
in insurance brokerage, particularly providing employee benefit and
property and casualty consulting and brokerage services to
mid-sized businesses, according to Moody's. With the divestment of
Kestra, which accounted for about 30% of NFP's 2015 revenues, the
company's business will focus on brokerage of employee benefits and
property & casualty insurance for middle market and larger
businesses, and private client insurance and wealth management
solutions for high net worth individuals. NFP's business is
diversified across products, clients and regions primarily in the
US. These strengths are tempered by the company's high financial
leverage and moderate interest coverage. The rating agency expects
that NFP will continue to pursue a combination of organic revenue
growth and acquisitions, the latter giving rise to integration and
contingent risks.
The rating agency added that the Kestra sale will provide a healthy
amount of cash that can be reinvested in the company, applied
toward EBITDA-generating MBOs and acquisitions, and/or used to
repay lenders. Future acquisitions will focus on NFP's Insurance
Brokerage and Consulting business which, after giving effect to the
sale of Kestra, will consist of three segments: Corporate Benefits
(about 58% of revenues), Property & Casualty (19%), and Individual
Solutions (23%). The first two segments mainly serve mid-sized
businesses and some larger corporations, while the Individual
Solutions segment provides life insurance, annuities and wealth
management services to high-net-worth individuals.
Moody's expects that NFP will have a debt-to-EBITDA ratio in the
7.0x-7.5x range over the next 12-18 months, with (EBITDA - capex)
interest coverage of 1.5x-2.0x.
Factors that could lead to an upgrade include: (i) debt-to-EBITDA
ratio below 6x, (ii) (EBITDA - capex) coverage of interest
exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and
(iv) successful integration of acquisitions.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7.5x on a sustained basis,
(ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii)
free-cash-flow-to-debt ratio below 2%.
Moody's has affirmed these ratings of NFP Corp. (with loss given
default (LGD) assessments):
Corporate family rating B3;
Probability of default rating B3-PD;
$135 million senior secured revolving credit facility maturing
in July 2018, rated B1 (LGD3) (undrawn);
$1.1 billion senior secured term loan maturing in July 2020,
rated B1 (LGD3);
$575 million senior unsecured notes maturing in July 2021, rated
Caa2 (LGD5).
The principal methodology used in these ratings was Insurance
Brokers & Service Companies published in December 2015.
Based in New York City, NFP is a leading insurance broker and
consultant that provides employee benefits, property & casualty,
retirement, and individual insurance and wealth management
solutions to middle market companies, high net worth individuals
and independent financial advisors. The company generated revenue
of $1.3 billion in 2015.
NOVINDA CORP: 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 Novinda Corp.
Novinda Corp. sought protection under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado
(Denver) (Bankr. D. Colo., Case No. 16-13083) on April 1, 2016. The
petition was signed by Michael J. Rosenberg, interim chief
executive officer.
The Debtor is represented by Joshua M. Hantman, Esq., at Brownstein
Hyatt Farber Schreck, LLP. The case is assigned to Judge Elizabeth
E. Brown.
The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.
OAK ROCK: Committee, et al., Ordered to Settle Through Mediation
----------------------------------------------------------------
A federal judge has ordered Oak Rock Financial LLC's official
committee of unsecured creditors and several others to participate
in a mediation to resolve their disputes.
The order, issued by U.S. Bankruptcy Judge Robert Grossman,
required the parties to participate in a mediation to be conducted
before Allan Gropper, a retired U.S. bankruptcy judge, on or before
May 6.
Judge Grossman also put the lawsuits involving the parties as well
as Oak Rock's Chapter 11 case on hold until May 6.
In the event the mediation is unsuccessful, discovery will resume
on May 7, according to the filing.
On May 30, 2013, Medallion Bank sued Oak Rock and a group of
lenders led by Israel Discount Bank of New York. The lawsuit,
assigned as Case No. 13-08075, was filed in the U.S. Bankruptcy
Court for the Eastern District of New York. On the same day, Oak
Rock filed a lawsuit, assigned as Case No. 13-08080 against
Medallion and IDB, and another lawsuit, assigned as Case No.
13-08077, against IDB and two other companies.
On Aug. 17, 2014, the unsecured creditors' committee sued the
IDB-led lenders group. The lawsuit was assigned as Case No.
14-08231. On Aug. 20, 2014, the committee succeeded Oak Rock as
the plaintiff in the 2013 lawsuits, according to court filings.
About Oak Rock Financial
Oak Rock Financial LLC, an asset-based lender, put itself into
Chapter 11 in the U.S. Bankruptcy Court in Central Islip, New York
(Bankr. E.D.N.Y. Case No. 13-72251) on May 6, 2013.
The Debtor put itself into Chapter 11 in response to the Chapter 7
involuntary petition filed by its creditors, including Israel
Discount Bank of New York, Bank Leumi USA, and Bank Hapoalim B.M.,
on April 29, 2013.
The petitioning creditors had claimed the specialty asset-based
lending firm has committed a "massive fraud" against its secured
lenders.
The Debtor disclosed assets of $131.1 million and debt totaling
$99.9 million in the Chapter 11 papers.
OCWEN FINANCIAL: Egan-Jones Cuts Sr. Unsecured Rating to CCC+
-------------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured rating on
debt issued by Ocwen Financial Corp. to CCC+ from B- on April 25,
2016.
Ocwen Financial Corporation is a provider of residential and
commercial mortgage loan servicing, special servicing and asset
management services.
OFFICE DEPOT: Egan-Jones Hikes FC Sr. Unsecured Rating to BB-
-------------------------------------------------------------
Egan-Jones Ratings Company raised the foreign currency senior
unsecured rating on debt issued by Office Depot Inc. to BB- from B+
on April 19, 2016.
Office Depot, Inc. is an American office supply retailing company
headquartered in Boca Raton, Florida, United States of America.
OLD CANAL FINANCIAL: Sarsentone Had Standing to Pursue Claims
-------------------------------------------------------------
Judge Michael W. Fitzgerald of the United States District Court for
the Central District of California affirmed the bankruptcy court's
order clarifying and providing instruction with respect to its
order dated November 5, 2009 and issued on August 6, 2015.
Judge Fitzgerald held that the bankruptcy court did not exceed its
authority or err in its interpretation that, under the settlement
agreement between the Chapter 7 Trustee and Sarsenstone Corp.,
Sarsenstone had standing to pursue claims against the appellants
Michael W. Griffith, Foreclosure Consultants, Inc., and Thomas W.
Hood as both the Master Pool Trustee and the Liquidating Agent.
The judge further stated that Sarsenstone's failure to obtain the
$1 million bond did not affect its status as the Master Pool
Trustee because, under California law, the bond was not a condition
precedent. Finally, Judge Fitzgerald held that the bankruptcy
court did not err in concluding that its previous order from 2009
incorporated the settlement agreement.
The case is IN RE: OLD CANAL FINANCIAL CORPORATION OLD CANAL
FINANCIAL CORPORATION ET AL. v. SARSENSTONE CORPORATION ET AL, Case
No. SACV-15-1368-MWF, No. SACV-15-1475-MWF (C.D. Cal.).
A full-text copy of Judge Fitzgerald's April 5, 2016 opinion is
available at http://is.gd/pq7N6nfrom Leagle.com.
Michael W Griffith, Foreclosure Consultants Inc are represented
by:
Kevin A Crisp, Esq.
Pamela S Palmer, Esq.
PEPPER HAMILTON LLP
4 Park Plaza, Suite 1200
Irvine, CA 92614-2524
Tel: (949)567-3500
Fax: (949)863-0151
Email: crispk@pepperlaw.com
palmerp@pepperlaw.com
-- and --
Andrew K Fletcher, Esq.
Richard M Weibley, Esq.
PEPPER HAMILTON LLP
500 Grant Street, Suite 5000
Pittsburgh, PA 15219-2507
Tel: (412)454-5000
Fax: (412)281-0717
Email: fletchera@pepperlaw.com
weibley@pepperlaw.com
-- and --
Thomas W Hood, Esq.
HOOD AND REED
18141 Beach Boulevard # 390
Huntington Beach, CA 92648
Tel: (714)842-6837
-- and --
Timothy M Ryan, Esq.
THE RYAN FIRM
30 Corporate Park, Suite 310
Irvine, CA 92606
Tel: (949)263-1800
Fax: (949)872-2211
Sarsenstone Corp is represented by:
Thomas W Dressler, Esq.
THE DRESSER LAW GROUP LLP
1010 East Union St # 203
Pasadena, CA 91106
Tel: (626)844-6700
Chapter 7 Trustee is represented by:
Jeffrey Ian Golden, Esq.
WEILAND GOLDEN SMILEY WANG EKVALL AND STROK
650 Town Center Drive, Suite 950
Costa Mesa, CA 92626
Tel: (714)966-1000
Fax: (714)966-1002
OWEN-ILLINOIS: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to BB-
---------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Owens-Illinois Inc. to BB- from
BB on April 25, 2016.
Owens-Illinois Inc. is a Fortune 500 company that specializes in
container glass products.
PACIFIC EXPLORATION: Clarifies "Court Supervised Process" as CCAA
-----------------------------------------------------------------
Pacific Exploration & Production Corporation clarified that the
"court-supervised process" to be used to implement the
comprehensive financial restructuring referred to in the Company's
previous press releases is anticipated to be the Companies'
Creditors Arrangement Act (CCAA), Canadian federal legislation that
allows financially troubled corporations the opportunity to
restructure their financial affairs (together with appropriate
proceedings in Colombia under Law 1116 and in the United States).
Readers are referred to such previous press releases for details of
the proposed restructuring transaction, including key terms and
conditions thereof.
About Pacific Exploration & Production
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: Retains Kingsdale as Proxy Solicitation Agent
------------------------------------------------------------------
Pacific Exploration & Production Corporation on April 22 disclosed
that it has retained Kingsdale Shareholder Services, North
America's preeminent shareholder services firm, to act as its
strategic advisor and proxy solicitation agent in relation to the
previously-announced comprehensive restructuring agreement among
the Company, certain holders (the "Noteholders") of the Company's
senior unsecured notes (the "Notes"), certain of the lenders under
the Company's credit facilities (the "Lenders") and The Catalyst
Capital Group Inc. ("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.
As previously announced, the Company has entered into a support
agreement (the "Support Agreement ") with: (i) certain members
("Supporting Noteholders ") of an ad hoc committee of Noteholders
(the "Ad Hoc Committee "), (ii) certain of the Lenders (the
"Supporting Bank Lenders ", and together with the Supporting
Noteholders, the "Supporting Creditors "), and Catalyst in
connection with the Restructuring Transaction.
The Supporting Creditors in the aggregate hold approximately 49% of
the aggregate principal amount of the debt (being approximately
U.S.$5.3 billion) held by the Noteholders and Lenders. Subject to
the terms and conditions of the Support Agreement, the Supporting
Creditors have agreed to support and vote in favour of the
Restructuring Transaction.
The key features of the Restructuring Transaction have been
provided in the Company's news release of April 20, 2016, a copy of
which is posted on the Company's website at www.pacific.energy
Under the terms of the Restructuring Transaction, Noteholders who
have signed and returned a joinder to the Support Agreement on or
before 5:00 p.m. (Toronto/ New York time) on April 29, 2016 in
accordance with the procedures set out in the Support Agreement and
the joinder shall ALSO receive their pro rata share of 2.2% of the
common shares of the reorganized Company (the "Supporting
Noteholder Consideration").
All Noteholders are encouraged to sign the Support Agreement in the
manner set out below and must do so on or before 5:00 p.m.
(Toronto/ New York time) on April 29, 2016 be entitled to receive
their pro rata share of the Supporting Noteholder Consideration.
Noteholders with questions or wishing to sign and return the
Support Agreement are encouraged to contact Kingsdale Shareholder
Services at 1-877-659-1821 toll-free in North America or call
collect at 1-416-867-2272 outside of North America or by email at
contactus@kingsdaleshareholder.com
PROCEDURE TO OBTAIN SUPPORTING NOTEHOLDER CONSIDERATION
All Noteholders are able and encouraged to sign the Support
Agreement by execution of a joinder thereto. A copy of the Support
Agreement and the joinder are available on the Company's website at
www.pacific.energy
Under the terms of the Restructuring Transaction, Noteholders who
have signed and returned a joinder to the Support Agreement on or
before 5:00 p.m. (Toronto/ New York time) on April 29, 2016 in
accordance with the procedures set out in the Support Agreement and
the joinder shall receive their pro rata share of the Supporting
Noteholder Consideration. The Supporting Noteholder Consideration
shall be payable subject to, and only upon, consummation of the
Restructuring Transaction. If a Supporting Noteholder otherwise
entitled to the Supporting Noteholder Consideration transfers (in
accordance with the Support Agreement) the Notes in respect of
which such Supporting Noteholder Consideration would have been
payable, the transferee of such Notes shall be entitled to that
portion of the Supporting Noteholder Consideration attributable to
the transferred Notes. The Supporting Noteholder Consideration
shall not be payable if the Supporting Noteholder terminates its
obligations under the Support Agreement. The amount of the
consideration will be funded from the pro rata portion of the
Affected Creditors Consideration otherwise allocated to the
Noteholders as affected creditors under the Restructuring
Transaction and will not impact the pro rata recovery of the
lenders under the Company's credit facilities, under the terms of
the Restructuring Transaction.
The Company is being advised by Lazard Frères & Co. LLC, Norton
Rose Fulbright Canada LLP (Canada), Proskauer Rose LLP (U.S.),
Zolfo Cooper (U.S.), Garrigues (Colombia) and Kingsdale Shareholder
Services (Canada). The Independent Committee is being advised by
Osler, Hoskin & Harcourt LLP and UBS Securities Canada Inc. The
Noteholders forming part of the funding creditors are being advised
by Evercore Group L.L.C. (U.S.), Goodmans LLP (Canada), Paul,
Weiss, Rifkind, Wharton & Garrison LLP (U.S.) and Cardenas y
Cardenas Abogados (Colombia). FTI Consulting (U.S.), Davis Polk &
Wardwell LLP (U.S.), Torys LLP (Canada) and Gómez-Pinzón Zuleta
Abogados (Colombia) are counsel to the agent on the revolving
credit facility of the Company, and Seward & Kissel is counsel to
the agent on the HSBC Bank, USA, N.A. term loan of the Company.
Catalyst is being advised by Brown Rudnick LLP (U.S.), McMillan LLP
(Canada) and GMP Securities L.P.
About Pacific Exploration & Production
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: Hires Guggenheim Securities as Investment Banker
-----------------------------------------------------------------
Pacific Sunwear of California, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Guggenheim Securities, LLC as investment banker,
nunc pro tunc to the April 7, 2016 petition date.
The Debtors anticipate that Guggenheim Securities will perform
investment banking services, among others, by assisting the Debtors
with respect to:
(a) review and analysis of the business, financial condition,
and prospects of the Debtors;
(b) in connection with any Transaction the Debtors determine to
undertake, evaluation from a financial and capital markets
point of view of alternative structures and strategies for
implementing the Transaction, including but not limited to
the structure and terms of any securities and other
financial instruments to be issued in any Restructuring
Transaction or Financing Transaction;
(c) if the Debtors determine to pursue or effect any
Restructuring Transaction: (i) negotiation with the Parties
in Interest with respect to the Transaction; (ii)
development and implementation of strategies for seeking
any required approval by Parties in Interest or otherwise
of the Transaction or any related Plan; and (iii)
participation in hearings before the Court with respect to
the matters upon which Guggenheim Securities has provided
advice, including, as relevant, coordinating with the
Debtors' legal counsel with respect to testimony in
connection therewith; and
(d) if the Debtors determine to pursue or effect any Financing
Transaction or Sale Transaction: (i) preparation of
marketing materials concerning the Debtors and the
Transaction for distribution and presentation to
Transaction Counterparties; (ii) preparation and
implementation of a marketing plan with respect to the
Transaction; (iii) identification and solicitation of, and
the review of, proposals received from, prospective
Transaction Counterparties; and (iv) negotiation of the
Transaction; and
(e) in addition, to the extent requested by the Debtors and
appropriate under the circumstances, Guggenheim Securities
agrees to be available to meet with the Debtors' Board of
Directors to discuss the Transaction and its financial
implications.
Guggenheim Securities and the Debtors have agreed on the following
terms of compensation and expense reimbursement:
-- Monthly Fees. A non-refundable monthly cash fee, payable
(i) in the amount of $75,000 promptly upon signing of the
Engagement Letter and on February 15, 2016 and (ii) in the
amount of $150,000 on the fifteenth day of each month
thereafter during the term of the Engagement Letter. The
full amount of the first four Monthly Fee payments and an
amount equal to 50% of the fifth, sixth, and seventh Monthly
Fee payments shall be credited against any Transaction Fee
or DIP Financing Fee payable to Guggenheim Securities.
-- Transaction Fee and DIP Financing Fee. In the event the
Debtors consummate a Transaction or enter into an agreement
pursuant to which a Transaction is subsequently consummated,
a cash fee, payable promptly upon consummation of the
Transaction (i) if only Golden Gate Capital and its
affiliates are Transaction Counterparties, in the amount of
$2,250,000 or (ii) in all other cases, $2,500,000; provided,
however, that notwithstanding the foregoing, if the Debtors
obtain a written commitment for any debtor-in-possession
financing, a Transaction Fee in the amount of 200 basis
points (2.00%) of the aggregate amount of such commitment
will be due at the signing of such commitment and payable
upon the Bankruptcy Court's final approval of such debtor-in
-possession financing. Although both a Transaction Fee and
a DIP Financing Fee may be payable to Guggenheim Securities
under the Engagement Letter in connection with any single
Transaction or a series of related Transactions, no more
than one Transaction Fee will be payable to Guggenheim
Securities under the Engagement Letter in connection with
any single Transaction or a series of related Transactions.
James D. Decker, senior managing director at Guggenheim Securities,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
The Bankruptcy Court will hold a hearing on the motion on May 3,
2016, at 3:00 p.m. Objections were due April 26, 2016.
Guggenheim Securities can be reached at:
James D. Decker
GUGGENHEIM SECURITIES, LLC
330 Madison Avenue
New York, NY 10017
Tel: (212) 739-0700
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 jointly administered
under Case No. 16-10882 and are pending before the Honorable Laurie
Selber Silverstein.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
PACIFIC SUNWEAR: Hires Sullivan & Cromwell as Special Counsel
-------------------------------------------------------------
Pacific Sunwear of California, Inc., Miraloma Borrower Corporation,
and Pacific Sunwear Stores Corp. seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Sullivan &
Cromwell LLP as special counsel, nunc pro tunc to the April 7, 2016
petition date.
The Debtors seek to retain Sullivan & Cromwell to render these
services as requested by the Debtors, subject to applicable orders
of the Court:
(a) advice and assistance in connection with any exploration of
strategic alternatives, including mergers and acquisitions,
corporate governance and tax advice and legal services as
well as the documentation of agreements with potential
counterparties and the review of any related provisions of
bankruptcy pleadings, disclosure statements, plans,
testimony and other materials;
(b) advice and assistance in connection with executive
compensation and benefits matters; and
(c) advice and assistance with respect to securities law
matters and other matters as the Debtors may request from
time to time; in each case without duplication of the
services of any other Debtor professional.
Sullivan & Cromwell will be paid at these hourly rates:
Partners $1,100-$1,285
Of Counsel and
Special Counsel $1,045-$1,235
Associates $520-$935
Legal Assistants $290-$385
Sullivan & Cromwell will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Andrew G. Dietderich, partner of Sullivan & Cromwell, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Bankruptcy Court will hold a hearing on the motion on May 3,
2016, at 3:00 p.m. Objections were due April 26, 2016.
Sullivan & Cromwell can be reached at:
Andrew G. Dietderich, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004-2498
Tel: (212) 558-3830
Fax: (212) 558-3588
E-mail: dietdericha@sullcrom.com
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 jointly administered
under Case No. 16-10882 and are pending before the Honorable Laurie
Selber Silverstein.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
PACIFIC SUNWEAR: Proposes to Implement KEIP and KERP
----------------------------------------------------
Pacific Sunwear of California, Inc., and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware, to
authorize the implementation of their Key Employee Incentive
Program ("KEIP") and Key Employee Retention Program ("KERP").
"The Debtors' ability to maintain their business operations,
preserve the value of their assets, and maximize stakeholder
recoveries through a successful and expedient restructuring process
hinges on the Debtors' ability to incentivize and retain key
employees during this critical period. Accordingly, the Debtors
seek to implement a postpetition incentive program to motivate key
employees to advance the Debtors' business and restructuring goals
during the pendency of these Cases as well as a postpetition
retention program to retain important and hard to replace,
non-senior management employees during these Cases," the Debtors
contend.
The proposed Key Employee Incentive Program contains, among others,
the following relevant terms:
(1) The participants in the proposed KEIP are nine insider
employees that have a significant impact on the Debtor's short-term
operational performance and ability to achieve certain strategic
goals.
(2) KEIP Participants will be compensated based upon achieving
the following operational and strategic goals:
(i) One half of the payment is tied to consummation of a
chapter 11 plan. 100% of this amount will be awarded if a plan is
consummated by September 30, 2016; 80% will be paid if a plan is
consummated by October 31, 2016; and 60% will be paid if a plan is
consummated by November 30, 2016;
(ii) One quarter of the payment is tied to compliance with
the DIP Facility cash receipts covenant for the pendency of the
Cases; and
(iii) The final quarter of the payment is tied to
compliance with the DIP Facility total disbursements covenant for
the pendency of the Cases.
(3) KEIP Participants will be paid in two equal cash payments
with the first payment made no later than 15 days after the
effective date of confirmation of a chapter 11 plan and the second
payment to be made no later than Dec. 15, 2016. The aggregate
proposed payments for the KEIP Participants is approximately
$1,812,100, with individual proposed maximum payouts ranging from
28% to 75% of base salary.
(4) If a KEIP Participant voluntarily leaves or is terminated
for cause within 60 days of earning a KEIP award, he or she will be
required to return the amount awarded. If a KEIP Participant is
terminated without cause prior to the Effective Date and prior to
completing his or her personal goals, he or she will receive the
award on a prorated basis, considering the proportion of time from
the Petition Date to the date the award is earned.
The proposed Key Employee Retention Program, contains, among
others, the following relevant terms:
(1) The participants in the proposed KERP are 69 valuable,
hard to replace, non-senior management employees, ranging from
managers to vice presidents. The KERP Participants represent less
than 1% of the Debtors' employees.
(2) Cash awards range from 7.4% to 29.3% of base salary. 60
of the Participants would be compensated at 7% to 20% of base
salary. The average base salary for these Participants is
approximately $125,100, for an average potential KERP payout of
approximately $16,300 for each of these 60 employees. Nine of the
Participants would be compensated at 21% to 29% of base salary. The
average base salary for these Participants is approximately
$197,700, for an average potential KERP payout of approximately
$47,800 for these nine employees.
(3) The total potential KERP payout is approximately
$1,505,000, inclusive of a $100,000 discretionary pool, which
provides the Debtors necessary resources for future allocations to
certain non-senior management deemed to be important to the
reorganization process, but who were not initially included amongst
the original KERP Participants. Gary H. Schoenfeld, PacSun's CEO
and President, will determine which, if any, important, non-senior
management who were not originally designated as KERP Participants
will ultimately participate in the $100,000 discretionary pool. The
amount of the individual payments to be made to these
later-designated KERP Participants will be determined by Mr.
Schoenfeld, and will not, in the aggregate, exceed the $100,000
discretionary pool.
(4) Participants will be compensated for remaining employed
with the Debtors through 60 days after the Effective Date. KERP
Participants will be paid in cash under the plan no later than 15
days after the Effective Date. If any KERP Participant voluntarily
leaves or is terminated for cause within 60 days of earning the
KERP award, he or she will be required to return the amount awarded
to him or her. If a KERP Participant is terminated without cause
prior to the Effective Date, he or she will receive the full KERP
payment on the existing payout date.
(5) KERP Participants are not entitled to participate in the
KEIP, or any other postpetition incentive plans.
"In order to effectively and efficiently accomplish the proposed
restructuring and maximize recovery for all stakeholders, the
Debtors determined that formulating and implementing the KEIP and
KERP is in the best interests of their estates and all parties in
interest. The KEIP and KERP will help ensure (i) that the Debtors'
key executives, who are essential to the Debtors' dual-track
reorganization and marketing efforts are properly motivated to
maximize the value of their estates and (ii) that the non-insider
KERP Participants will remain with the Debtors throughout the
process to help manage the Debtors' ongoing operations and the
administration of the estates and to help ensure a successful
outcome in these Cases," the Debtors aver.
Pacific Sunwear of California is represented by:
Michael R. Nestor, Esq.
Joseph M. Barry, Esq.
Maris J. Kandestin, Esq.
Shane M. Reil, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302)571-6600
Facsimile: (302)571-1253
E-mail: mnestor@ycst.com
jbarry@ycst.com
mkandestin@ycst.com
sreil@ycst.com
- and -
Michael L. Tuchin, Esq.
David M. Guess, Esq.
Jonathan M. Weiss, Esq.
Sasha M. Gurvitz, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Telephone: (310)407-4029
Facsimile: (310)407-9090
E-mail: mtuchin@ktbslaw.com
dguess@ktbslaw.com
jweiss@ktbslaw.com
sgurvitz@ktbslaw.com
About Pacific Sunwear of California
Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women's apparel,
accessories, and footwear. The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006. At present,
the Company has approximately 593 retail locations nationwide
under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations. The Company has 2,000 full-time
workers. Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/
On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware. The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have
requested
joint administration of the cases under Case No. 16-10882.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
PACIFIC SUNWEAR: Taps Prime Clerk as Administrative Agent
---------------------------------------------------------
Pacific Sunwear of California, Inc., Miraloma Borrower Corporation,
and Pacific Sunwear Stores Corp. seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Prime Clerk
LLC as administrative agent, nunc pro tunc to the April 7, 2016
petition date.
The Debtors require Prime Clerk to provide these bankruptcy
administration services:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank 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 described in the Engagement
Agreement, but not included in the Section 156(c)
Application, as may be requested from time to time by the
Debtors, the Court or the Office of the Clerk of the
Bankruptcy Court.
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
The Bankruptcy Court will hold a hearing on the motion on May 3,
2016, at 3:00 p.m. Objections were due April 26, 2016.
Prime Clerk can be reached at:
Shai Waisman
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
E-mail: swaisman@primeclerk.com
About 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 jointly administered
under Case No. 16-10882 and are pending before the Honorable Laurie
Selber Silverstein.
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.
PEABODY ENERGY: To Sell Prairie Energy Campus for $57MM
--------------------------------------------------------
Debtor Peabody Electricity, LLC ("PE") on April 22, 2016, filed a
motion asking the U.S. Bankruptcy Court for the Eastern District of
Missouri to (a) authorize PE to assume the Prairie State Interest
Purchase and Sale Agreement, dated January 19, 2016, by and between
PE and Wabash Valley Power Association, Inc., and (b) approve the
Prairie State sale.
The Prairie State Energy Campus ("Prairie State") is an electric
generating facility that uses reserves from its adjacent coal mine
to supply the generating facility. Currently, nearly 95% of
Prairie State's owners are non-profit utilities. Debtor Lively
Grove Energy Partners, LLC's ("LGEP") sole asset is a 5.06%
participation interest in Prairie State and a prorate portion of
related Prairie State project assets.
On Jan. 19, 2016, PE entered into the Prairie State Agreement with
Wabash. Under the Prairie State Agreement, among other things, PE
agreed to sell 100% of its ownership interest in LGEP (the "LGEP
Membership Interest"), whose sole asset is the 5.06% undivided
ownership interest (which includes certain Prairie State assets) in
Prairie State (the "Prairie State Ownership Interest"), to Wabash
for $57 million in cash and assumption of certain liabilities,
subject to certain post-closing adjustments to reconcile certain
revenues, expenditures and expenses attributable to the period
prior to the closing of the transaction (collectively, the "Prairie
State Sale").
All necessary regulatory approvals for the Prairie State Sale have
been obtained: (i) on April 6, 2016, the Federal Energy Regulatory
Commission ("FERC") approved the Prairie State Sale and (ii) on
April 13, 2016, the Indiana Utility Regulatory Commission ("IURC")
approved the Prairie State Sale. With these approvals, PE and
Wabash are prepared to promptly close the Prairie State Sale upon
entry of a Court order approving the sale.
Among other things, the terms of the Prairie State Agreement
included the following:
* Purchase and Sale. Wabash agrees to purchase and accept
delivery of the LGEP Membership Interest from PE. PE agrees to
sell, convey, assign, transfer and deliver the LGEP Membership
Interest to Wabash free and clear of any encumbrances, other than
those permitted by the Prairie State Agreement and applicable law.
* Purchase Price. Wabash agrees to pay $57 million in cash (by
wire transfer of immediately available funds) to PE under the
Prairie State Agreement on account of the LGEP Membership Interest.
* Covenant Concerning Regulatory Approval. Wabash and PE will
cooperate in any filings, notifications, reports and information
concerning any governmental authority in connection with the
Prairie State Sale, including, among others, approval from FERC and
IURC. The parties also agree to use their respective good faith
efforts to cause any applicable waiting periods to expire and any
objections to the Prairie State Sale to be withdrawn before the
closing date. At the time of closing, all necessary regulatory
approvals must be issued and be in full force.
* Matching Right. Pursuant to Section 6.5 of the Prairie State
Agreement, PE gave notice of Wabash's purchase price to other
owners of Prairie State, none of which exercised their right to
match the terms and conditions of the Prairie State Sale.
* Releases. Subject to the parties' indemnification obligations
contained in Section 9 of the Prairie State Agreement, Wabash
agrees to release PE and its affiliates from any liability relating
to the LGEP Membership Interest and the Prairie State Ownership
Interest at the time of closing.
* Project-Related Liabilities. Wabash agrees to assume at
closing of the Prairie State Sale the obligation to pay, discharge
or perform, when due, all liabilities or obligations of LGEP,
excluding any alleged liabilities arising from claims of third
parties based on actions or representations by PE in connection
with the development of Prairie State prior to the execution of the
Prairie State Agreement. PE and Wabash agree that the
Project-Related Liabilities will not include any alleged
liabilities arising from claims of third parties based on actions
or representations by PEC or any of its affiliates in connection
with the development of Prairie State prior to execution of the
Participation Agreement. Wabash agrees to take all necessary
actions to effectuate the release of PE and its affiliates from any
liability relating to the LGEP Membership Interest and the Prairie
State Ownership Interest.
* Seller's Limited Indemnification. PE agrees to indemnify,
defend and hold harmless Wabash and its successors and assigns from
and against any loss, liability, damage, cost or expense sustained
or incurred as a result of, or caused by a breach of warranty,
representation or covenant by PE in the Prairie State
Agreement or any applicable FERC refund or applicable interest
required by FERC for 2015-2016 year as a result of three
administrative complaints. PEC will provide a guaranty of PE's
obligations at closing of the Prairie State Sale.
PEC selected Marathon Capital, LLC as the investment banker and
financial advisor in connection with PE's efforts to sell the LGEP
Membership Interest. Pursuant to the July 30, 2015, engagement
letter between Marathon and PEC, Marathon conducted an extensive
sales and marketing process to identify potential buyers. Starting
in mid-October 2015, and continuing through mid-November 2015,
Marathon contacted or reached out to approximately 75 potential
purchasers and provided them with, among other things, sales and
marketing materials describing the Prairie State Ownership Interest
and Prairie State's operations. Ultimately, five entities signed a
nondisclosure agreement with two eventually submitting a formal
offer to purchase and another group of entities collectively
providing Marathon with a verbal purchase offer. The offers
Marathon received for the Prairie State Ownership Interest ranged
from as low as $10 million to the Wabash cash bid of $57 million.
The Sale Process concluded in early December 2015 with PE's
selection of Wabash as the buyer that provided the highest and best
value to PE based its valuation of the LGEP Membership Interest
(among other relevant factors).
Pursuant to the Participation Agreement between LGEP and the other
owners of Prairie State, dated as of September 28, 2007, each
participant in the Prairie State project had the right to match the
terms and conditions of the Prairie State Agreement. In accordance
with Section 13.2 of the Participation Agreement, on Dec. 15, 2015,
PE notified the other Prairie State participants of the Prairie
State Agreement of their right to match the terms and conditions of
Wabash's offer for a period of 60 days. This period ended on Feb.
18, 2016, without any exercise of matching rights by any Prairie
State participant.
Since Feb. 18, 2016, neither PE nor Marathon has received any
further indication of interest in purchasing either the LGEP
Membership Interest or the Prairie State Ownership Interest from
other possible purchasers or the other Prairie State participants.
The financial advisor and investment banker for Peabody Electricity
can be reached at:
Gregg Elesh
Managing Director
MARATHON CAPITAL, LLC
2801 Lakeside Drive, Suite 210
Bannockburn, Illinois
Tel: (847) 574-2670
Fax: (847) 615-9017
Web: http://wwww.marathon-cap.com
E-mail: gelesh@marathon-cap.com
About Peabody Energy
Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company. As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine
in Australia. In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.
Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $918.5 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern
District of Missouri.
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
PERFORMANT BUSINESS: Moody's Affirms B3 CFR, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
of Performant Business Services, Inc., its B3 senior secured debt
rating, and its Caa1-PD Probability of Default rating.
Additionally, Moody's downgraded Performant's Speculative Grade
Liquidity rating to SGL-3, from SGL-2, and changed the ratings
outlook to negative, from stable.
Affirmations:
Issuer: Performant Business Services, Inc.
Corporate Family Rating (Local Currency), B3 Affirmed
Senior Secured Bank Credit Facilities, maturing 2017, 2018, B3
Affirmed
Probability of Default Rating, Caa1-PD, affirmed
Downgrade:
Speculative Grade Liquidity Rating, Downgraded to SGL-3, from
SGL-2
Outlook, Changed to Negative, from Stable
RATINGS RATIONALE
The B3 CFR takes into account the impact of decisions by the
Department of Education over the past two years that will cause
revenues in Performant's largest operating segment to contract
meaningfully again in 2016, as they did in 2015. While there was
an expected mid-2015 spike in leverage, to 5.0 times on a Moody's
adjusted basis, the company's aggressive cost cutting in response
to both a diminished student loan business and the dramatically
reduced scope of audits on behalf of the Centers for Medicare and
Medicaid ("CMS") has enabled Performant to keep leverage in check.
At year-end it stood at 3.9 times. However, with the potential for
another, roughly 20% falloff in revenues this year, and the halving
of EBITDA, Performant could see leverage rise back to approximately
5.0 times. This leverage level, along with Performant's very small
scale and heavy customer concentration, is consistent with the B3
rating category.
The negative outlook reflects not only expectations for a
significant decline in revenues and profits this year, but also
pronounced uncertainty regarding both the likelihood and the timing
of reinstatements of contracts for Performant's DoE and CMS
businesses. The negative outlook also reflects the company's
diminishing but still adequate liquidity position, and uncertainty
over timing of the funding of reserves established to meet claims
appeals pursued successfully by healthcare provider counterparties.
Concerns over high leverage and diminished operating performance
are allayed partially by the company's continued strong cash
balance, which represents 71% of its $70 million debt obligation.
Ratings could be downgraded if:1) the falloff in student loan
revenues fails to reverse itself; 2) the failure to get the CMS
contract renewed compels Performant to abandon its CMS collections
business, or; 3) liquidity deteriorates. While unlikely in the
near term, given the negative outlook, a ratings upgrade could
occur if:1) there is a turnaround in the student loan business,
resulting, most probably, from a reinstatement of the DoE contract,
and; 2) the CMS contract is renewed with audit volumes showing a
healthy rebound, which, together with a reinvigorated student loan
business, would bolster profits and bring leverage below 4.5 times
for a sustained period.
Performant Business Services, Inc., a wholly-owned subsidiary of
publicly traded Performant Financial Corporation (PFMT; Nasdaq), is
a leading provider of audit and recovery services for organizations
in the public and private sectors. More than two thirds of
expected 2016 revenues of $125 million are derived from the
recovery and restructuring of defaulted student loans, while fees
from healthcare payment collections, primarily on behalf of the
CMS, and delinquent-tax collections constitute the balance of
revenues. Management and affiliates of private equity investor
Parthenon Capital Partners continue to own a substantial stake in
Performant, although Parthenon has been divesting its ownership,
which currently stands at about 27%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
PHILLIPS INVESTMENTS: Ten-X to Auction Property on May 2-4
----------------------------------------------------------
At the behest of the Debtor, Phillips Investments, LLC, the U.S.
Bankruptcy Court for the Northern District of Georgia reaffirmed
the (i) employment of Ten X as auctioneer to the Debtor; (ii)
approval of sale procedures in connection with the sale of certain
real property of the Debtor free and clear of all liens, claims and
interests; and (iii) schedule of auction.
Phillips Investments requires Ten-X to:
-- market the Debtor's property during the marketing period,
which will commence on the effective date and end 100 days
thereafter.
-- auction the property on May 2-4, 2016, subject to changes.
The auction will be conducted by Ten-X in its customary
practices in coordination with the Debtor.
-- establish an online data room for qualified bidders
consisting of standard diligence documents either provided
by the Debtor or obtained by Ten-X at its own expense. In
particular, Ten-X will pay for a Phase I Environmental
Report and a Property Condition Assessment at no cost to
the Debtor and post those documents in the data room. Ten-X
will provide access to the online data room to those
entities who sign appropriate confidentiality agreements.
Ten-X will be entitled to a buyer's premium of 5% of sale price.
None of the actual sale price shall be used to pay any fees to
Ten-X. Moreover, Ten-X has agreed to pay a listing brokerage
commission to Debtor's listing agent, Hale Retail Group, in an
amount not to exceed 1.4% of the sales price at closing of the sale
of the property. The Debtor will have no further obligation to
Hale.
Ten-X has agreed to pay a Buyer Broker Commission in the amount of
$50,000 to a qualifying buyer broker at closing of the sale of the
Property. The Buyer's premium shall be payable to Ten-X from any
sales resulting from an agreement to sale the property during the
marketing period and, in certain conditions, for sales that result
from an agreement entered into during a 90 day tail period.
If the Debtor withdraws the property from auction during the
marketing period for any reason other than a material adverse
change or for cause, the Debtor will be obligated to pay Ten-X a
withdrawal fee equal to 5% of the Reserve Price.
All prospective bidders will be required to post a $100,000 deposit
and show the financial ability to close in order to participate in
the auction. If the winning bidder does not close for any reason,
any deposit actually received by Ten-X from the winning bidder will
be forfeited to the Debtor.
Bidding will be conducted on-line through Ten-X. All bidders must
agree to a form of purchase agreement approved by Ten-X and the
Debtor. Such form purchase agreement shall require such winning
bidder to post an additional, non-refundable deposit in the total
amount of 5% of the sale price within 24 hours of the close of the
auction. All bids are for the property "as is and where is" and are
not subject to any further due diligence or any other conditions
unless expressly agreed to by the Debtor. If any bids are received
within the final minute of the scheduled auction, the auction shall
automatically be extended for additional periods of time pursuant
to Ten-X standard procedures.
The Debtor will be required to close with a winning bidder who
places a bid at or above the Reserve Price and whose bid has been
accepted by the Debtor. The Debtor has the discretion to accept or
decline any bid that does not meet the Reserve Price; provided,
however, that the Debtor may not accept any bid that is not
sufficient to satisfy the Bank's secured claim in full, unless
otherwise agreed to by the Bank in writing.
The Closing Date shall be no later than 30 days after the close of
the auction, and shall be specified in the purchase agreement.
Ten-X will use its best efforts to secure a back-up bidder if the
winning bidder does not close for any reason.
Kevin Spellacy, regional vice-president of Ten-X formerly known as
Auction.com, 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.
Mr. Spellacy, however, disclosed that:
An affiliate of one of the Debtor's tenants -- GW Real Estate
of Georgia, LLC, a Georgia limited liability company --
a shopping center located at 2205 Pleasant Hill Road,
Duluth, GA 30096 through an auction conducted by Ten-
X in 2015, which closed November 24, 2015.
Ten-X can be reached at:
Kevin Spellacy
TEN-X
1 Mauchly
Irvine, CA 92618
Tel: (800) 793-6107
E-mail: legal-notice@ten-x.com
About Phillips Investments
Phillips Investments, LLC, a Georgia limited liability company that
was formed in 2001, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ga. Case No. 14-61444) on June 11, 2014. Ly Phillips, the
managing member, signed the petition. Judge Mary Grace Diehl
presides over the case.
As of the Petition Date, the Debtor's primary business was owning
and managing two shopping centers and related real estate located
in Gwinnett County, Georgia, generally known as Gwinnett Station
and Gwinnett Prado. Gwinnett Station consists of approximately 9.7
acres of improved real property, including a building of
approximately 103,090 square feet, that was located at or about
2180 Pleasant Hill Road, Duluth, Georgia. Gwinnett Prado consists
of approximately 32 acres of improved real property, including
buildings totaling approximately 361,715 square feet, that was
located at or about 2300 Pleasant Hill Road, Duluth, Georgia.
The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.
As of the Petition Date, the Debtor's largest creditor was East
West Bank. Great Wall is the Debtor's most significant tenant,
paying monthly rent of approximately $75,000.
Scroggins & Williamson, P.C., serves as the Debtor's counsel.
The Debtor in December 2014 won approval from the Bankruptcy Court
in December to sell part of the property known as Gwinnett Station
to Pleasant Hill Real Estate LLC for $8.4 million. A copy of the
sale order is available at:
http://bankrupt.com/misc/Phillips_I_84_GS_Sale_Ord.pdf
The hearing to consider confirmation of the Debtor's Reorganization
Plan, originally scheduled for Jan. 25, 2016, has been rescheduled
to March 7 and 8, 2016, to give the parties time to negotiate.
PORTER BANCORP: Closes $5M Private Placement of Common Stock
------------------------------------------------------------
Porter Bancorp, Inc. reported the completion of a private placement
of common stock on April 15, 2016. In the transaction, the Company
issued 2.9 million common shares and 1.1 million non-voting common
shares at $1.25 each resulting in total proceeds of $5.0 million.
Approximately $2.8 million of the proceeds were directed by
investors to make interest payments and bring current the Company's
trust preferred securities which had been in deferral since 2011.
The balance of the proceeds will be used for general corporate
purposes and to support the Company's wholly-owned subsidiary, PBI
Bank.
Among the accredited investors participating in the transaction
were John T. Taylor, the Company's CEO, and Directors Bradford T.
Ray and James M. Parsons. Frost Brown Todd served as the Company's
legal advisor in this transaction. After the transaction, the
Company had issued and outstanding 22,986,177 common shares and
7,958,000 non-voting common shares.
John T. Taylor, president and CEO of the Company noted, "We are
pleased to report the completion of this capital raise to support
our operations as well as the bringing current of our interest
obligations on our junior subordinated debt by our investors. I am
appreciative of the continued support of our shareholders,
directors, associates, and most importantly, our customers."
About Porter Bancorp
Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky. Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.
Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Porter Bancorp had $948.72 million in total
assets, $916.70 million in total liabilities and $32.01 million in
total stockholders' equity.
The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans. In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company. Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action. These events raise
substantial doubt about the Company's ability to continue as a
going concern."
POSTROCK ENERGY: Can Use Citibank Cash Collateral
-------------------------------------------------
Judge Sarah A. Hall has approved the motion of PostRock Energy
Corporation to use cash collateral of Citibank, N.A., their secured
lender. The Debtors will grant liens and priority claims as
adequate protection to Citibank.
About PostRock Energy
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma. The Debtors have
approximately 129 employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel.
Judge Sarah A. Hall is assigned to the cases.
+++++++++++++++++++++++++++++++++++++++
POSTROCK ENERGY: Stephen Moriarty Appointed as Chapter 11 Trustee
Judge Sarah A. Hall approved the application of the U.S. Trsutee to
appoint Stephen J. Moriarty as Chapter 11 Trustee of PostRock
Energy Corporation.
Mr. Moriarty can be contacted at:
Stephen J. Moriarty, Esq.
Fellers Snider
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102-9211
Tel: (405) 232-0621
Fax: (405) 232-9659
Email: SMoriarty@FellersSnider.com
The U.S. Trustee is represented by:
Marjorie J. Creasey, Esq.
Charles E. Snyder, Esq.
Office of the United States Trustee
215 Dean A. McGee, Fourth Floor
Oklahoma City, OK 73102
Tel: (405) 231-4393
Fax: (405) 231-5958
E-mail: Marjorie.Creasey@usdoj.gov
Charles.Snyder@usdoj.gov
Citibank N.A. previously filed a motion to appoint a Chapter 11
Trustee in the Chapter 11 case of PostRock Energy Corporation and
its affiliates. No objections were filed to the motion.
About PostRock Energy
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma. The Debtors have
approximately 129 employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel.
Judge Sarah A. Hall is assigned to the cases.
QUANTUM FUEL: Sale Procedures Okayed; Bids Due June 20
------------------------------------------------------
Bankruptcy Judge Mark S. Wallace of the U.S. Bankruptcy Court for
the Central District of California on April 25, 2016, entered an
Order authorizing Bidding Procedures for Quantum Fuel Systems
Technologies Worldwide, Inc.
All bids must comply with the Bid Procedures and be submitted so as
to be received not later than 5:00 p.m. (Pacific Standard Time) on
June 20, 2016.
Pursuant to the Bid Procedures, the Debtors intend to market the
Assets for sale. Each Qualified Bidder shall be invited to
participate in an auction at the offices of Foley & Lardner LLP,
555 South Flower Street, Suite 3500, Los Angeles, CA 90071 on June
24, 2016 at 10:00 a.m.
The Sale Hearing currently is scheduled to be conducted on June 29,
2016 at 9:00 a.m. (Pacific Standard Time) at the United States
Bankruptcy Court for the Central District of California, 411 West
Fourth Street, Santa Ana, California, 92701 to consider the
approval of the sale of the Assets to the prevailing Qualified
Bidder(s) at the Auction.
According to BankruptcyData, the Bankruptcy Court approved Quantum
Fuel Systems Technologies' motion for an order (a) establishing
bidding procedures relating to sale of substantially all of the
Debtors' assets; (b) approving the asset purchase agreement,
including a break-up fee of equal to 2% of the purchase price
provided that the purchase price is equal to or greater than $25
million and expense reimbursement and Douglas Acquisitions
designation as the stalking horse bidder; (c) approving the form
and manner of notice of sale, (d) establishing procedures for
assumption and assignment of executory contracts and unexpired
leases and noticing and determining cure amounts; (e) scheduling a
hearing to authorize the sale and the assumption and assignment of
certain executory contracts and unexpired leases and (f) granting
related relief.
According to the report, "The summary of the principal terms of the
Asset Purchase Agreement is as follows: The Purchased Assets under
the Asset Purchase Agreement include substantially all the assets
of the Debtor, including inventory, tangible personal property,
intellectual property assets, cash (with the exception of $250,000
to be left in the estate), and claims and causes of action. . . .
The Debtor anticipates the Purchase Price will be at least
approximately $21,500,000 plus cure costs and assumed liabilities
to be assumed by the Stalking Horse Bidder. The Stalking Horse
Bidder will be entitled to credit bid, in lieu of cash, the full
outstanding amounts of the DIP Financing and the Convertible Notes
held by the Stalking Horse Bidder or the Douglas Trusts."
The Sec. 341(a) Meeting of Creditors has been scheduled for
Thursday, April 28, 2016 at 1:30 P.M. (PT) at the Ronald Reagan
Federal Building and U.S. Courthouse located at 411 West Fourth
Street, Room 1-154, Santa Ana, CA 92701.
About Quantum Fuel
Lake Forest, California-based Quantum Fuel Systems Technologies
Worldwide, Inc., is an innovator, developer and producer of
compressed natural gas (CNG) fuel storage tanks and packaged fuel
storage systems for heavy-, medium-, and light-duty trucks and
passenger vehicles. The Company also produces integrated vehicle
system technologies, including engine and vehicle control systems
and drivetrains. It supplies its tanks and systems to truck and
automotive original equipment manufacturers and aftermarket and
OEM
truck integrators worldwide.
Quantum Fuel filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 16-11202) on March 22, 2016. The petition was
signed by Brian W. Olson as chief executive officer. The Debtor
listed total assets of $23.10 million and total debts of $21.7
million. Foley & Lardner LLP represents the Debtor as counsel.
Judge Mark S Wallace is assigned to the case.
R&S ST. ROSE: BB&T to Appeal Order Denying Consolidation of Cases
-----------------------------------------------------------------
Branch Banking and Trust Co. said it will appeal a bankruptcy
judge's ruling that denied its motion to consolidate the Chapter 11
cases of R & S St. Rose LLC and R & S St. Rose Lenders LLC.
BB&T wants a district court to review the decision issued on March
15 by Judge Mike Nakagawa who oversees the bankruptcy cases of the
companies.
In court papers, the creditor said it wants the higher court to
consider whether Judge Nakagawa erred when he ruled against its
request to have the cases consolidated or when he concluded that
doing so would result in inequitable treatment of all creditors.
About R & S St. Rose Lenders
Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-14973)
on April 4, 2011.
Rose Lenders disclosed $12,041,574 in assets and $24,502,319 in
liabilities in its schedules, as amended.
Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition
(Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to
its schedules, it disclosed $16,821,500 in total assets and
$48,293,866 in total debts.
R & S ST Rose Lenders' bankruptcy case is presently assigned to
Judge Mike K. Nakagawa.
R&S St. Rose Lenders has tapped Nedda Ghandi, Esq., of Ghandi Law
Offices as bankruptcy counsel. The Debtor previously had Larson &
Larson as counsel but the application was opposed by the U.S.
Trustee, prompting the withdrawal.
R&S ST. ROSE: Status Hearing on Plan Confirmation Set for May 18
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada is set to hold
a status hearing on May 18 on the confirmation of R & S St. Rose
Lenders LLC's liquidating plan.
Under the proposed liquidating plan, general unsecured claims will
be paid pro rata on the effective date of the plan. Each creditor
will receive payment equal to approximately 43.3% of its claim.
The company will pay claims of its general unsecured creditors as
well as of its lenders from the proceeds of the sale of its real
property.
A liquidation trust will be established to provide legal
representation and defense of the company in all litigation appeals
in which it is named, according to court filings.
About R & S St. Rose Lenders
Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-14973)
on April 4, 2011.
Rose Lenders disclosed $12,041,574 in assets and $24,502,319 in
liabilities in its schedules, as amended.
Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition
(Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to
its schedules, it disclosed $16,821,500 in total assets and
$48,293,866 in total debts.
R & S ST Rose Lenders' bankruptcy case is presently assigned to
Judge Mike K. Nakagawa.
R&S St. Rose Lenders has tapped Nedda Ghandi, Esq., of Ghandi Law
Offices as bankruptcy counsel. The Debtor previously had Larson &
Larson as counsel but the application was opposed by the U.S.
Trustee, prompting the withdrawal.
RAMBUS 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 Rambus Inc. to BB from B+ on
April 21, 2016.
Rambus Incorporated, founded in 1990, is an American technology
licensing company known primarily for their development of RDRAM.
RCS CAPITAL: Cetera Debtors Hire Young Conaway as Co-counsel
------------------------------------------------------------
The Cetera Debtors in bankruptcy cases of RCS Capital Corporation,
et al., seek authorization from the U.S. Bankruptcy Court for the
District of Delaware to employ Young Conaway Stargatt & Taylor, LLP
as bankruptcy co-counsel, nunc pro tunc to the March 26, 2016
Cetera Debtors' petition date.
The professional services that Young Conaway will render to the
Cetera Debtors include, but shall not be limited to, the following:
-- providing legal advice with respect to the Cetera Debtors'
powers and duties as debtors in possession in the continued
operation of their business, management of their properties,
and the potential sale of their assets;
-- preparing and pursuing confirmation of a plan and approval
of a disclosure statement;
-- preparing, on behalf of the Cetera Debtors, necessary
applications, motions, answers, orders, reports, and other
legal papers;
-- appearing in Court and protecting the interests of the
Cetera Debtors before the Court; and
-- performing all other legal services for the Cetera Debtors
that may be necessary and proper in these proceedings.
Young Conaway will be paid at these hourly rates:
Robert S. Brady $850
Edmon L. Morton $695
Jaime Luton Chapman $505
Robert F. Poppiti, Jr. $480
Ian J. Bambrick $410
Shane M. Reil $345
Beth Olivere, paralegal $210
Young Conaway will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Young Conaway received a retainer in the amount of $150,000 on
February 26, 2016, in connection with the planning and preparation
of initial documents and its proposed post-petition representation
of the Cetera Debtors. In addition, on March 23, 2016, Young
Conaway received $32,623 for the filing fees associated with the
commencement of the Cetera Debtors' chapter 11 cases. After
applying a portion of the Retainer to the outstanding balance as of
the Cetera Debtors Petition Date, including fees and expenses
associated with the filing of these chapter 11 cases, Young Conaway
continues to hold a Retainer in the amount of $32,174.
Robert S. Brady, partner of Young Conaway, 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.
Young Conaway can be reached at:
Robert S. Brady, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1256
About RCS Capital
New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor. With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.
RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016. The RCS Debtors' petitions were
signed by David Orlofsky as chief restructuring officer. The
Debtors disclosed total assets of $1.97 billion and total debts of
$1.39 billion. RCS Capital Corp. disclosed total assets of
$1,403,924,232 and total liabilities of $912,449,960.
RCS Capital's affiliates led by Cetera Advisor Networks Insurance
Services, LLC and Cetera Financial Group, Inc. filed separate
Chapter 11 petitions (Bankr. D. Del. Case Nos. 16-10730 to
16-10748) on March 26, 2016. The cases are jointly administered
under the Chapter 11 case of RCS Capital Corporation, Case No.
16-10223.
The RCS and Cetera Debtors have engaged Dechert LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel,
Zolfo Cooper Management, LLC as restructuring advisor, Lazard
Freres & Co. LLC as investment banker and Prime Clerk LLC as
administrative advisor and claims and noticing agent.
Cetera Advisor Networks Insurance Services, LLC, estimated under
$50,000 in assets and $500 million to $1 billion in debts. The
Cetera Debtors' petitions were signed by Carol Flaton, chief
restructuring officer.
RCS CAPITAL: Cetera Debtors Tap Lazard Freres as Investment Banker
------------------------------------------------------------------
The Cetera Debtors in bankruptcy cases of RCS Capital Corporation,
et al., ask for permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Lazard Freres & Co. LLC as
investment banker, nunc pro tunc to the March 26, 2016 Cetera
Debtors' petition date.
The RCS Debtors request that the scope of Lazard's services and
related Fee and Expense Structure be modified with respect to
certain minority asset sale services. In addition, the Cetera
Debtors request the Court enter the Proposed Order, authorizing the
employment and retention of Lazard, nunc pro tunc to the Cetera
Debtors Petition Date, to serve as the Cetera Debtors' investment
banker in the Cetera Debtors' chapter 11 cases in accordance with
the terms and conditions of the Engagement Agreement and the
Indemnification Letter, as modified by the Proposed Order, which
terms and conditions are the same as those previously approved by
the Court in the Initial Retention Order, subject to the
modification concerning minority asset sale services. The Cetera
Debtors additionally seek a waiver of the requirements of Local
Rule 2016-2 with respect to the requirement that Lazard keep time
records in tenth-of-an-hour increments, also as previously approved
in the Lazard Retention Order.
The Debtors and Lazard have agreed to seek a modification of the
previously approved Fee and Expense Structure to include a fee
payable to Lazard upon the consummation of any such sale in an
amount equal to $500,000 plus 5% of any Aggregate Consideration in
excess of $25 million.
As previously reported in the Troubled Company Reporter, the
Debtors require Lazard Freres to:
(a) assist the Company as necessary and requested to analyze
the business and financial condition of the Company, to
formulate strategy and structural alternatives, and in
connection with negotiations and the consummation of a
Transaction including, but not limited to:
-- performing such customary financial analyses of the
Company as is relevant under the circumstances;
-- assisting in coordinating the business due diligence
process with potential purchasers;
-- assisting the Company in the preparation of marketing
materials or presentations describing the Company for
distribution to potential Buyers;
-- assisting the Company in its review and consideration
of the financial aspects of proposals received by the
Company;
-- assisting the Company in its negotiation of the
financial aspects of any Transaction;
-- other financial advisory services rendered in advance
of the time the Board of Directors of the Company makes
its ultimate decision to execute definitive
documentation related to any Transaction; and
-- if the Company executes a definitive agreement with
respect to a Transaction, post-signing/pre-closing
financial advisory services, as Lazard and the Company
mutually agree.
(b) assist the Company as necessary and requested to in
connection with negotiation and the consummation of any
Financing Event.
(c) assist the Company as necessary and requested in
Connection with negotiations and consummation of any
Restructuring Event, including but not limited to the
following services:
-- reviewing and analyzing the Company's business,
operations and financial projections and providing
assistance to the Company in modeling management's
long-term projections;
-- reviewing and analyzing the Company's financial
liquidity and assistance in evaluating potential
liquidity improvements;
-- evaluating the Company's potential debt capacity in
light of its projected cash flows;
-- assisting in the determination of a capital structure
for the Company;
-- assisting in the determination of a range of values for
the Company on a going concern basis;
-- advising the Company on tactics and strategies for
negotiating with the holders of the Company's existing
outstanding indebtedness, preferred stock, trade
claims, leases, or other liabilities;
-- advising the Company and assisting the Company in
Negotiating with lenders with respect to potential
waivers or amendments of various credit facilities;
-- rendering financial advice to the Company and
participating in meetings or negotiations with the
Stakeholders and/or rating agencies or other
appropriate parties in connection with any
Restructuring Event;
-- advising the Company on the timing, nature, and terms
of new securities, other consideration or other
inducements to be offered pursuant to any Restructuring
Event;
-- analyzing various restructuring scenarios and the
potential impact of these scenarios on the recoveries
of those stakeholders impacted by the restructuring;
-- providing testimony, including expert testimony as
necessary, in any proceeding pursuant to chapter 11 of
the Bankruptcy Code or any receivership or other
bankruptcy or insolvency proceeding with respect
to matters on which Lazard has been engaged to advise
under the Engagement Agreement; and
-- providing the Company with other financial
restructuring advice.
The Debtors and Lazard have agreed to this Fee and Expense
Structure:
(a) Monthly Fees. A monthly fee of $150,000, payable on the
2nd day of each month during these chapter 11 cases and
the term of Lazard's engagement under the Engagement
Agreement; provided that 50% of any monthly fees paid in
excess of $650,000 shall be credited against the aggregate
fees payable in connection with a Sale Fee, Equity
Financing Fee, Debt Financing Fee, Restructuring Fee, or
Minimum Fee.
(b) Sale Fee. A fee, payable upon consummation of a
Transaction involving all or a majority of the business,
assets or equity interests in the Company or Cetera
Financial Group provided that such fee shall not be
payable in connection with a Financing Event or any of the
transactions set forth in clauses (i) through (iii) of
paragraph 3(e), equal to:
-- 0.85% of the aggregate consideration in a Transaction;
Plus
-- in the sole discretion of the Company, an additional
0.10% of the aggregate consideration in a Transaction.
(c) Financing Fee. In the event that the Company or any of its
subsidiaries issue:
-- any public, private, Rule 144A or other similar
offering, issuance, placement or sale of equity,
preferred or convertible securities, Lazard shall be
paid a fee upon each consummation thereof equal to
2.50% of the aggregate gross proceeds of the Equity
Financing Event; and
-- any debt securities, instruments, or obligations,
Lazard shall be paid a fee upon consummation with
respect thereto equal to 1.00% of the aggregate gross
proceeds of the Debt Financing Event; provided,
however, that Lazard shall not be entitled to any Debt
Financing Fee where a Debt Financing Event occurs in
connection with an Equity Financing Event,
Restructuring Event or Transaction and such Debt
Financing solely involves the refinancing of existing
secured debt without Lazard assisting the Company in
the arrangement or negotiation of terms of such new
financing.
(d) Restructuring Fee. A fee of $5 million payable upon
consummation of any restructuring, reorganization or
recapitalization of all or a significant portion of the
Company's outstanding secured indebtedness pursuant to a
Bankruptcy Proceeding; provided, however, that Lazard
shall not earn a Restructuring Fee in a Restructuring
Event which takes the form solely of an extension or
refinancing of all of the Company's first- and second-lien
debt in connection with a Transaction or Equity Financing
Event as long as (i) the refinancing or extension does not
contemplate a conversion of principal to equity or an
agreement to waive, defer or modify to "paid in kind" any
existing interest or principal payments, and (ii) Lazard
does not provide any assistance in connection with the
new financing.
Lazard Freres will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Andrew T. Yearley, managing director of Lazard Freres, 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.
Lazard Freres can be reached at:
Andrew T. Yearley
LAZARD FRERES & CO., LLC
30 Rockefeller Plaza
New York, NY 10112
Tel: (212) 632-6000
About RCS Capital
New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor. With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.
RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016. The RCS Debtors' petitions were
signed by David Orlofsky as chief restructuring officer. The
Debtors disclosed total assets of $1.97 billion and total debts of
$1.39 billion. RCS Capital Corp. disclosed total assets of
$1,403,924,232 and total liabilities of $912,449,960.
RCS Capital's affiliates led by Cetera Advisor Networks Insurance
Services, LLC and Cetera Financial Group, Inc. filed separate
Chapter 11 petitions (Bankr. D. Del. Case Nos. 16-10730 to
16-10748) on March 26, 2016. The cases are jointly administered
under the Chapter 11 case of RCS Capital Corporation, Case No.
16-10223.
The RCS and Cetera Debtors have engaged Dechert LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel,
Zolfo Cooper Management, LLC as restructuring advisor, Lazard
Freres & Co. LLC as investment banker and Prime Clerk LLC as
administrative advisor and claims and noticing agent.
Cetera Advisor Networks Insurance Services, LLC, estimated under
$50,000 in assets and $500 million to $1 billion in debts. The
Cetera Debtors' petitions were signed by Carol Flaton, chief
restructuring officer.
REDPRAIRIE CORP: Bank Debt Trades at 6% Off
-------------------------------------------
Participations in a syndicated loan under which RedPrairie Corp is
a borrower traded in the secondary market at 93.88
cents-on-the-dollar during the week ended Friday, April 22, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.27 percentage points from the
previous week, The Journal relates. RedPrairie Corp pays 500 basis
points above LIBOR to borrow under the facility. The bank loan
matures on December 21, 2018. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B-' rating to the loan. The loan is one
of the biggest gainers and losers among 246 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, August 14.
RESIDENTIAL CAPITAL: Order Sustaining Silver Claim Objection Upheld
-------------------------------------------------------------------
Judge Alison J. Nathan of the United States District Court for the
Southern District of New York affirmed the judgment of the
Bankruptcy Court in its entirety.
Appellant Francine Silver, proceeding prose, appeals a Bankruptcy
Court order sustaining the objection of Appellee ResCap Borrower
Claims Trust to a claim that Silver filed in the bankruptcy
proceeding. Silver's claim stems from a dispute with GMAC
Mortgage, LLC, one of the debtors in the bankruptcy, over GMACM's
efforts to foreclose on a piece of property Silver owned in
California.
A full-text copy of the Memorandum & Order dated March 22, 2016 is
available at http://is.gd/uGVr0nfrom Leagle.com.
The case is Residential Capital, LLC, Debtor, Francine Silver,
Appellant, v. ResCap Borrower Claims Trust, Appellee, No.
15-cv-5423 (AJN).
Francine Silver, Appellant, Pro Se.
ResCap Borrower Claims Trust, Appellee, is represented by Jordan
Aaron Wishnew, Esq. -- jwishnew@mofo.com -- Morrison & Foerster LLP
& Norman S. Rosenbaum, Esq. -- nrosenbaum@mofo.com -- Morrison &
Foerster LLP.
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.
RESIDENTIAL CAPITAL: Suit vs. Summit Remains in District Court
--------------------------------------------------------------
Judge Paul G. Gardephe of the United States District Court for the
Southern District of New York denied defendants Summit Financial
Mortgage LLC, et al.'s motion to withdraw reference of the action
styled RESCAP LIQUIDATING TRUST, Plaintiff, v. SUMMIT FINANCIAL
MORTGAGE LLC f/k/a SUMMIT FINANCIAL, LLC and SUMMIT COMMUNITY BANK,
INC. f/k/a SHENANDOAH VALLEY BANK, N.A., Defendants, No. 14 Civ.
5453 (PGG)(S.D.N.Y.), relating to In Re: RESIDENTIAL CAPITAL, LLC
et al., Debtors.
This is an adversary proceeding originally filed in the United
States Bankruptcy Court for the Southern District of New York by
Plaintiff Rescap Liquidating Trust successor to Residential Funding
Company, LLC, f/k/a Residential Funding Corporation ("RFC") against
Defendants Summit Financial Mortgage LLC, f/k/a Summit Financial,
LLC and its guarantor Summit Community Bank, Inc., f/k/a/
Shenandoah Valley Bank, N.A. RFC was formerly in the business of
acquiring and securitizing residential mortgage loans. Rescap
claims that Summit Financial -- a mortgage lender -- sold RFC loans
that contained material defects, which RFC then securitized. RFC
was later sued by numerous counterparties and investors in
connection with defective loans, and it filed a bankruptcy petition
in this District. RFC settled its liabilities with those parties
in the bankruptcy proceedings and its successor, Rescap, now
asserts claims for breach of contract and indemnification against
Summit Financial and for breach of a guaranty agreement against
Summit Bank, in connection with the sale of the allegedly defective
loans. The Defendants have moved to withdraw the reference of this
action to the bankruptcy court.
A full-text copy of the Memorandum Opinion and Order dated March
22, 2016 is available at http://is.gd/blfai1from Leagle.com.
ResCap Liquidating Trust, Plaintiff, is represented by Alex J.B.
Rossmiller, Esq. -- Quinn Emanuel, Isaac Nesser, Esq. --
isaacnesser@quinnemanuel.com -- Quinn Emanuel, John Patrick
Sullivan, Esq. -- Quinn Emanuel Urquhart & Sullivan LLP, Peter E.
Calamari, Esq. -- petercalamari@quinnemanuel.com -- Quinn Emanuel
Urquhart Oliver & Hedges, LLP & Anthony P. Alden, Esq. --
anthonyalden@quinnemanuel.com -- Quinn Emanuel Urguhart Oliver and
Hedges.
Summit Financial Mortgage LLC, Defendant, is represented by Cameron
S. Matheson, Esq. -- cmatheson@mmlawus.com -- Murphy & McGonigle,
PC, James K. Goldfarb, Esq. -- jgoldfarb@mmlawus.com --Murphy &
McGonigle PC, James Alwin Murphy, Esq. -- jmurphy@mmlawus.com --
Murphy & McGonigle, P.C., pro hac vice, Soren Elliot Packer, Esq.
-- spacker@mmlawus.com -- Murphy & McGonigle, P.C. & Theodore R.
Snyder, Esq. -- tsnyder@mmlawus.com -- Murphy & McGonigle, P.C..
Summit Community Bank, Inc., Defendant, is represented by Cameron
S. Matheson, Murphy & McGonigle, PC, James K. Goldfarb, Murphy &
McGonigle PC, James Alwin Murphy, Murphy & McGonigle, P.C., pro hac
vice, Soren Elliot Packer, Murphy & McGonigle, P.C. & Theodore R.
Snyder, Murphy & McGonigle, P.C..
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.
RIVERSIDE PLAZA: Schedules $675K in Assets, $16.8M in Debt
----------------------------------------------------------
Riverside Plaza Developers, LLC, disclosed $675,000 in assets and
$16,824,073 in liabilities in its schedules of assets and
liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $0
B. Personal Property $675,000
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $14,353,741
E. Creditors Holding Unsecured
Priority Claims $0
F. Creditors Holding Unsecured
Non-priority Claims $2,470,331
-------------- --------------
TOTAL $675,000 $16,824,073
A copy of the company's schedules is available without charge at
http://is.gd/7B7UNx
About Riverside Plaza
Riverside Plaza Developers, LLC, based in North Barrington,
Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 16-08747) on March 14, 2016. Riverside Plaza Developers
indicated in its petition that it is a Single Asset Real Estate
debtor.
Judge Jack B. Schmetterer presides over the case. The Debtor is
represented by Neal L Wolf, Esq., at TETZLAFF LAW OFFICES, LLC.
The petition was signed by Mary Christine Misik, manager.
RWL INVESTMENTS: Hires Charlotte John as Listing Agent
------------------------------------------------------
RWL Investments, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Arkansas to employ Erica Ibsen
of The Charlotte John Company as listing agent, nunc pro tunc to
March 8, 2016.
The Debtor seeks to employ Erica Ibsen, realtor for Charlotte John,
to represent the Debtor with regard to selling these Debtor
properties:
(a) 608 N. Spruce Street, Little Rock, Arkansas 72205;
(b) 3306 H Street, Little Rock, Arkansas 72205;
(c) 1921 Fairpark Boulevard, Little Rock, Arkansas 72204;
(d) 604 W. Daisy L. Gatson Bates Drive, Little Rock, Arkansas
72202;
(e) 2315 Chester Street, Little Rock, Arkansas 72206;
(f) 2323 Chester Street, Little Rock, Arkansas 72206;
(g) 1619 S. Broadway Street, Little Rock, Arkansas 72206; and
(h) 1623 S. Broadway Street, Little Rock, Arkansas 72206.
The Debtor will pay Erica Ibsen of The Charlotte John Company 5% of
the gross amount of any accepted real estate contract. If
co-brokerage applies, said fee shall be divided 3% of the gross
purchase price to the listing firm and 2% of the gross purchase
price to the selling firm.
The Debtor assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
The Listing Agent can be reached at:
Erica Ibsen
THE CHARLOTTE JOHN COMPANY
5811 Kavanaugh Blvd
Little Rock, AR 72207
Tel: (501) 804-2584
E-mail: Erica@charlottejohn.com
About RWL Investments
RWL Investments, LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Ark. Case No. 16-11251) on March 8, 2016. The petition was
signed by Ryan Lazenby as manager. Keech Law Firm, P.A.,
represents the Debtor as counsel. The Debtor listed total assets
of $11.11 million and total debts of $8.57 mil
RWL INVESTMENTS: Hires Newmark Grubb as Listing Agent
-----------------------------------------------------
RWL Investments, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Arkansas to employ Newmark Grubb
Arkansas as listing agent, nunc pro tunc to March 8, 2016.
The Debtor seeks to employ Stacy Wilson, realtor for Newmark Grubb,
to represent the Debtor with regard to selling these Debtor
properties:
(a) 1817 Broadway, Little Rock, Arkansas 72206;
(b) 3065 Highway 367 S, Cabot, Arkansas 72007;
(c) 501 Millwood Circle, Maumelle, Arkansas 72113;
(d) 5111 JFK Boulevard, North Little Rock, Arkansas 72116; and
(e) 2 Van Circle, Little Rock, Arkansas 72216.
The Debtor will pay Newmark Grubb 6% of the gross amount of any
accepted, co-brokered, real estate contract. If co-brokerage
applies, said fee shall be divided 3% of the gross purchase price
to the listing firm and 3% of the gross purchase price to the
selling firm. If co-brokerage does not apply, the fee shall be 5%
of the gross amount.
The Debtor also desires to employ Stacy Wilson and Newmark Grubb as
a leasing agent. The fee for such leasing services is set forth in
the Proposal as 5% of the gross rental income from leases signed by
tenant's brought in by Stacy Wilson and Newmark Grubb.
The Debtor 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.
Newmark Grubb can be reached at:
Stacey Wilson
NEWMARK GRUBB ARKANSAS
301 Main Street, Suite 204
North Little Rock, AR 72114
Tel: (501) 978-4333
Fax: (501) 372-0712
E-mail: awilson@ngarkansas.com
About RWL Investments
RWL Investments, LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Ark. Case No. 16-11251) on March 8, 2016. The petition was
signed by Ryan Lazenby as manager. Keech Law Firm, P.A.,
represents the Debtor as counsel. The Debtor listed total assets
of $11.11 million and total debts of $8.57 million.
SABINE OIL: Court Denies STN Motions
------------------------------------
In the case captioned In re: SABINE OIL & GAS CORPORATION, et al.,
Chapter 11, Debtors, Case No. 15-11835 (SCC) (Jointly Administered)
(Bankr. S.D.N.Y.), Judge Shelley C. Chapman of the United States
Bankruptcy Court for the Southern District of New York denied in
their entirety the following STN motions:
(i) Motion of the Official Committee of Unsecured Creditors for:
(I) Leave, Standing, and Authority to Commence and Prosecute
Certain Claims and Causes of Action on Behalf of the
Debtors' Estates and
(II) Non-Exclusive Settlement Authority, dated November 17,
2015(the "First Committee STN Motion");
(ii) Motion of the Forest Notes Indenture Trustees for Entry of
an Order Pursuant to Section 1109(b) Granting Leave,
Standing and Authority to Prosecute and, if Appropriate,
Settle Certain Claims on Behalf of the Estate of Sabine Oil
& Gas Corporation, dated November 17, 2015 (the "Forest
Notes Indenture Trustees' STN Motion"); and
(iii) Second Motion of the Official Committee of Unsecured
Creditors for:
(I) Leave, Standing, and Authority to Commence and
Prosecute Certain Claims and Causes of Action on
Behalf of the Debtors' Estates and
(II) Non-Exclusive Settlement Authority, dated December 15,
2015.
A full-text copy of Judge Chapman's March 31, 2016 decision is
available at http://is.gd/kNu9Zbfrom Leagle.com.
Sabine Oil & Gas Corporation, et al. is represented by:
Gabor Balassa, Esq.
Ryan B. Bennett, Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
Tel: (312)862-2000
Fax: (312)862-2200
Email: gabor.balassa@kirkland.com
ryan.bennett@kirkland.com
-- and --
Jonathan S. Henes, Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212)446-4800
Fax: (212)446-4900
Email: jonathan.henes@kirkland.com
-- and --
Bruce K. Packard, Esq.
RINEY PACKARD, PLLC
Two Lincoln Center
5420 LBJ Freeway, Suite 220
Dallas, TX 75240
Tel: (214)461-1200
Fax: (214)461-1210
Email: bpackard@rineypackard.com
-- and --
Jeffrey Lawson, Esq.
SABINE OIL
1415 Louisiana, Suite 1600
Houston, TX 77002
Tel: (832)242-9600
Fax: (832)242-9560
United States Trustee, U.S. Trustee, is represented by:
Paul Kenan Schwartzberg, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
U.S. Federal Office Building
201 Varick Street, Suite 1006
New York, NY 10014
Tel: (212)510-0500
Fax: (212)668-2255
Official Committee of Unsecured Creditors, Creditor Committee, is
represented by:
John F. Higgins, Esq.
PORTER & HEDGES, L.L.P.
1000 Main Street, 36th Floor
Houston, TX 77002
Tel: (713)226-6000
Fax: (713)228-1331
Email: jhiggins@porterhedges.com
-- and --
D. Ross Martin, Esq.
Mark R. Somerstein, Esq.
Keith Wofford, Esq.
ROPES & GRAY
1211 Avenue of the Americas
New York, NY 10036-8704
Tel: (212)596-9000
Fax: (212)596-9090
Email: ross.martin@ropesgray.com
mark.somerstein@ropesgray.com
keith.wofford@ropesgray.com
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the
North Louisiana Haynesville. The Company operates, or has joint
working interests in, approximately 2,100 oil and gas production
sites (approximately 1,800 operating and approximately 315
non-operating) and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11
protection(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on
July 15, 2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SAMSON RESOURCES: Wants to Sell Aircraft to Avpro for $2.9-Mil.
---------------------------------------------------------------
Samson Resources Corporation and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to authorize the
sale of a business plane to Avpro, Inc., for a cash purchase price
of $2.9 million.
The Debtors relate that they utilized offices in Denver, Houston,
and Tulsa for operations and used the Aircraft to travel between
the offices as needed. The Debtors further relate that as part of
the overall effort to reduce costs and streamline operations, the
Debtors closed the Denver and Houston offices and grounded the
Aircraft.
The Debtors have determined that the time is appropriate to dispose
of the Aircraft to cease incurring insurance, maintenance, and
other costs related to the asset. They tell the Court that they
have consulted with advisors to (a) the Debtors' first lien agent,
(b) the Debtors' second lien agent, and (c) the creditors'
committee, and none have indicated any objection to the proposed
sale of the Aircraft.
Samson Resources Corporation and its affiliated debtors are
represented by:
Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302)426-1189
Facsimile: (302)426-9193
E-mail: dpacitti@klehr.com
myurkewicz@klehr.com
- and -
Morton Branzburg, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Telephone: (215)569-2700
Facsimile: (215)568-6603
E-mail: mbranzburg@klehr.com
- and -
Paul M. Basta, Esq.
Edward O. Sassower, Esq.
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212)446-4800
Facsimile: (212)446-4900
E-mail: paul.basta@kirkland.com
edward.sassower@kirkland.com
joshua.sussberg@kirkland.com
- and -
James H.M. Sprayregen, Esq.
Ross M. Kwasteniet, Esq.
Brad Weiland, Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312)862-2000
Facsimile: (312)862-2200
E-mail: james.sprayregen@kirkland.com
ross.kwasteniet@kirkland.com
brad.weiland@kirkland.com
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production
company with interests in various oil and gas leases primarily
located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and
Wyoming. The Operating Companies operate, or have royalty or
working interests in, approximately 8,700 oil and gas production
sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment banker. Garden City Group, LLC serves as claims and
noticing agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
SIMPLY FASHION: Gets Approval to Settle Claim for Store No. 125
---------------------------------------------------------------
A U.S. bankruptcy judge has approved a deal that would resolve SFS
Ltd.'s claim against BP plc.
The deal, approved by Judge Laurel Isicoff of the U.S. Bankruptcy
Court for the Southern District of Florida, requires BP plc to pay
$61,800 to the company as settlement of its claim for Store No.
125, which was impacted by the Deepwater Horizon oil disaster.
In return, the company will provide a release in favor of BP plc,
according to court filings.
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SIMPLY FASHION: Gets Approval to Settle Claim for Store No. 137
---------------------------------------------------------------
SFS Ltd. received court approval for a deal that would resolve its
claim against BP plc for Store No. 137.
Judge Laurel Isicoff of the U.S. Bankruptcy Court for the Southern
District of Florida approved the company's agreement with BP plc,
which requires the latter to pay $35,593 to settle the claim.
In return, SFS will provide a release in favor of BP plc, according
to court filings.
SFS made the claim for Store No. 137, which was impacted by the
Deepwater Horizon oil disaster.
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SIMPLY FASHION: Gets Court Approval to Settle 3 BP Claims
---------------------------------------------------------
SFS Ltd. received court approval for a deal that would resolve its
claims against BP plc.
The order, issued by Judge Laurel Isicoff of the U.S. Bankruptcy
Court for the Southern District of Florida, would resolve three of
the company's claims against BP plc for stores impacted by the
Deepwater Horizon oil disaster.
Under the deal, SFS will receive a total of $112,359 as settlement
of its claims for the three stores, identified as Store Nos. 99,
302, 569. In return, the company will provide a release in favor
of BP plc, according to court filings.
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SMALL BUSINESS: Balks at US Trustee Bid to Dismiss or Convert Case
------------------------------------------------------------------
BankruptcyData.com reported that Small Business Development Group
filed with the U.S. Bankruptcy Court an objection to the motion of
the U.S. Trustee to dismiss the Chapter 11 proceeding or, in the
alternative, convert it to a liquidation under Chapter 7.
According to the report, Small Business Development asserts,
"Debtor asserts the case was filed in good faith in contradiction
to the United States Trustee assertion that the case was filed in
'bad faith.' The Debtor has been upfront about why the Debtor filed
for relief under Chapter 11 of the United States Bankruptcy Code
(the 'Code'). One of the primary factors, for commencing this
chapter 11 case was to remove an action pending in the Supreme
Judicial Court in New York. The Debtor asserts the lawsuit filed by
Darling Capital LLC is a sham pleading, one that is good in form
but is so clearly false in fact that it does not raise any genuine
issue and should be dismissed on its face. The Debtor on several
occasions tried in good faith to negotiate with the creditors,
however to no avail. The Trustee is alleging that the Chapter 11
case was filed for the primary purpose of gaining a tactical
advantage in litigation. This statement is incorrect. This case was
filed in good faith to preserve the entity and allow a
reorganization in which all claims against the estate, including to
some extent, Darling, will be paid to the extent of their allowed
claims. Toward that end, the Debtor will be filing substantially
contemporaneously herewith, a disclosure statement and plan that is
in accordance with the rehabilitative purposes of the Bankruptcy
Code. There is no 'bad faith' as the US Trustee asserts."
Rockland, Maine-based Small Business Development Group, Inc.,
formerly known as Virogen, Inc., filed for Chapter 11 protection
(Bankr. D. Me. Case No. 16-10005) on Jan. 5, 2016. Jeffrey P.
White, Esq., at Jeffrey P. White And Associates, P.C., represent
the Debtor in its restructuring effort. The Debtor disclosed
total
assets of $5.32 million, and total liabilities of
$1.21 million. The petition was signed by Roy Y. Salisbury,
CEO/President.
SOUTHCROSS HOLDINGS: Hires Clement as Local Counsel
---------------------------------------------------
Southcross Holdings LP, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Zack
A. Clement PLLC as local counsel to the Debtors, nunc pro tunc to
March 27, 2016.
Southcross Holdings requires Clement to act as the Debtors' Texas
counsel to assist the Debtors' primary restructuring counsel,
Kirkland & Ellis LLP, in connection with the prosecution of these
chapter 11 cases.
Clement will be paid at these hourly rates:
Zack A. Clement $600
Clement will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Per the terms of the Engagement Letter, on March 23, 2016, the
Debtors paid $25,000 to the Firm, which, as stated in the
Engagement Letter, constituted a retainer for anticipated fees. The
Firm deposited in its Interest on Lawyers Trust Account as a
security deposit during the pendency of the representation and
shall be used to insure the payment of fees. If no fees or expenses
are owed at the end of this engagement, the security retainer shall
be returned in full.
Zach A. Clement, president of Zach A. Clement PLLC, 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.
Clement can be reached at:
Zach A. Clement, Esq.
ZACH A. CLEMENT PLLC
3753 Drummond Street
Houston, TX 77025
Tel: (832) 274-7629
Email: zack.clement@icloud.com
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.
SPENDSMART NETWORKS: Rubinstein Quits as Director & Interim CEO
---------------------------------------------------------------
Jerold Rubinstein resigned as a director and interim chief
executive officer of SpendSmart Networks, Inc., effective April 14,
2016, according to a regulatory filing with the Securities and
Exchange Commission.
Effective April 19, 2016, the Company appointed Luke Wallace to the
position of chief executive officer. Mr. Wallace was a co-founder
of the "SMS Masterminds" business that the Company purchased in
2014 and had been serving as the Company's chief operating officer.
The Company also appointed Tim Boris, the Company's general
counsel, to the position of president.
About SpendSmart Networks
SpendSmart Networks provides proprietary loyalty systems and a
suite of digital engagement and marketing services that help local
merchants build relationships with consumers and drive revenue.
These services are implemented and supported by a vast network of
certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing and website
development. Consumers' dollars go further when they spend it with
merchants in the SpendSmart network of merchants, as they receive
exclusive deals, earn rewards and ultimately build a connection
with their favorite merchants.
Spendsmart Networks reported a net loss of $11.9 million on $5.58
million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $12.2 million on $4.03 million of total
revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015,
Spendsmart Networks had $3.58 million in total assets, $5.30
million in total liabilities and a total stockholders' deficit of
$1.71 million.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has recurring losses
and has yet to establish a profitable operation and at December 31,
2015 has negative working capital and stockholders' deficit. These
factors among others raise substantial doubt about its ability to
continue as a going concern.
STANDARD REGISTER: Gets Approval to Settle Preference Claims
------------------------------------------------------------
SRC Liquidation Co., formerly known as The Standard Register
Company, received court approval to settle preference claims.
The order was issued by Judge Brendan Shannon of the U.S.
Bankruptcy Court for the District of Delaware.
About Standard Register
Standard Register provided market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare, financial
services, manufacturing and retail markets. The Company had
operations in all U.S. states and Puerto Rico, and had 3,500
full-time employees.
The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.
The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.
The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.
The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.
* * *
Assets of Standard Register and its affiliates were sold to Taylor
Corp., a privately held company. The sale to Taylor closed on July
31, 2015.
SRC Liquidation Company, f/k/a The Standard Register Company, and
its affiliated debtors on Nov. 19, 2015, won confirmation of their
Second Amended Chapter 11 Plan of Liquidation. The Effective Date
of the Plan occurred on Dec. 18, 2015. The Plan proposes to pay 1%
of the allowed claims of general unsecured creditors.
STONE ENERGY: Names Independent Director as Special Liaison
-----------------------------------------------------------
In support of Stone's recent announcement of the retention of
professionals to assist in analyzing and considering financial,
transactional and strategic alternatives, the Independent Directors
of Stone's Board of Directors recently named current board member
David T. Lawrence as a Special Liaison of the Independent Directors
to work together with the management of Stone to help with
assessing strategic alternatives and restructuring alternatives for
Stone.
Andrews Kurth LLP has been hired as special counsel to the
Independent Directors.
About Stone Energy
Stone Energy is an independent oil and natural gas company engaged
in the acquisition, exploration, exploitation, development and
operation of oil and gas properties. The Company has been
operating in the Gulf of Mexico Basin since its incorporation in
1993 and have established a technical and operational expertise in
this area. The Company has leveraged its experience in the GOM
conventional shelf and expanded its reserve base into the more
prolific basins of the GOM deep water, Gulf Coast deep gas and the
Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the
Company's estimated proved oil and natural gas reserves were
approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95
MMBoe or 570 Bcfe of the Company's estimated proved reserves were
revised downward as a result of lower oil, natural gas and natural
gas liquids prices.
Stone Energy reported a net loss of $1.1 billion in 2015 following
a net loss of $189.54 million in 2014. As of Dec. 31, 2015, the
Company had $1.41 billion in total assets, $1.44 billion in total
liabilities, and a $39.8 million total stockholders' deficit.
* * *
In March 2016, Standard & Poor's lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Stone Energy to 'CCC-' from 'CCC+'.
Stone Energy carries a 'B3' Corporate Family Rating from Moody's
Investors Service.
SWIFT ENERGY: Closes JV Deal with TEXEGY for Louisiana Properties
-----------------------------------------------------------------
Swift Energy Company on April 25 disclosed that it had closed its
previously announced agreement with TEXEGY LLC for a 75% share of
the Company's holdings in the South Bearhead Creek Field and Burr
Ferry Field areas located in Central Louisiana (the "Properties").
Swift Energy and TEXEGY have entered into a joint development
agreement and a joint operating agreement to continue operation and
development of the Properties. SV Energy Company, LLC, an
affiliate of TEXEGY, now serves as the operator of the Properties,
conducting all drilling, completion and production operations.
The net proceeds received by Swift Energy in this transaction were
used primarily to reduce the amount of borrowings under the
Company's credit facility prior to the Chapter 11 reorganization
effective date and for other general corporate purposes.
Chief Executive Officer Terry Swift commented, "We are excited to
be partnering with TEXEGY on this joint venture. This transaction
allows us to strengthen our liquidity profile while providing for a
partnership that is well suited for growth opportunities in the
region. Both sides worked diligently to bring this transaction to
a close, and I am confident that together we can optimize the value
of these assets."
TEXEGY LLC was formed in the fall of 2014 to acquire, operate, and
develop producing conventional oil and gas properties in Texas and
Louisiana. This acquisition includes oil-weighted properties in
the Burr Ferry and the South Bearhead Creek fields in Louisiana,
including 62,000 acres of mineral servitude.
Michael S Pedrotti, President of TEXEGY commented, "We are
particularly excited about this opportunity. This acquisition
represents another milestone along our path to acquire conventional
assets in Texas and Louisiana. We are fortunate to have Swift as a
partner. Swift's knowledge and expertise will greatly enhance this
venture. "
Rajan Ahuja, CEO of TEXEGY said, "These are the kinds of assets
that TEXEGY focuses on acquiring -- conventional oil and gas
producing assets with significant upside. We are confident that we
can simultaneously increase daily production and reserves in the
ground at reasonable cost which will prove profitable even at a $40
oil price."
About Swift Energy Company
Swift Energy Company, founded in 1979 and headquartered in Houston,
engages in developing, exploring, acquiring and operating oil and
gas properties, with a focus on the Eagle Ford trend of South Texas
and, to a lesser extent, the onshore and inland waters of
Louisiana.
About TEXEGY LLC
TEXEGY LLC is an oil and gas company focused on acquiring,
developing and operating oil and gas assets in Texas and
Louisiana.
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.
The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO. Judge Mary F. Walrath is assigned to the
cases.
Swift Energy Company disclosed total assets of $416,358,243 plus an
undetermined amount and total liabilities of $1,233,022,421 plus an
undetermined amount. Other Debtors disclosed total assets of $1.02
billion and total debt of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Reed Smith LLP represents the committee.
SWIFT ENERGY: Completes Financial Restructuring, Exits Chapter 11
-----------------------------------------------------------------
Swift Energy Company on April 25 disclosed that it has completed
its financial restructuring and emerged from Chapter 11. The
Company officially concluded its reorganization after completing
all required actions and satisfying the remaining conditions to its
Plan of Reorganization, which was confirmed by the US Bankruptcy
Court for the District of Delaware by order dated March 31, 2016.
In conjunction with its emergence from Chapter 11, the Company
closed on its new $320 million senior secured credit facility and
on its sale of certain assets in Central Louisiana to TEXEGY LLC.
Chief Executive Officer Terry Swift stated, "We are pleased to
announce the successful completion of our financial restructuring
in a relatively prompt timeframe. Through this restructuring, we
have developed a more disciplined, efficient organization and
greatly improved our balance sheet.
"Our noteholders' continued support and willingness to invest in
our company were critical to our emergence as was the agreement by
our reserve-based lenders to provide the financing we needed to
exit Chapter 11 and operate our business into the future.
"I'd like to specifically extend my sincerest gratitude to our
employees who exhibited an unwavering commitment and dedication
throughout this process. I'd also like to extend my appreciation
to our former board of directors and advisors who worked tirelessly
to ensure a quick and successful restructuring."
Terry Swift continued, "With our emergence comes a new era for
Swift, and while we are excited to have this process behind us, we
must continue in our efforts to further improve our operations and
maximize the value of our assets. We face the future with a
renewed sense of energy and enthusiasm and look forward to working
with our new board of directors and investor base to execute on our
strategic plans."
Swift has been advised throughout this process by the law firm of
Jones Day, investment bank Lazard, and financial advisor Alvarez &
Marsal.
About Swift Energy
Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties. Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.
Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.
The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO. Judge Mary F. Walrath is assigned to the
cases.
Swift Energy Company disclosed total assets of $416,358,243 plus an
undetermined amount and total liabilities of $1,233,022,421 plus an
undetermined amount. Other Debtors disclosed total assets of $1.02
billion and total debt of $1.34 billion as of Sept. 30, 2015.
The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Reed Smith LLP represents the committee.
TARGET CANADA: Creditors Meeting on May 25 in Toronto
-----------------------------------------------------
A meeting of the affected creditors of Target Canada Co. et al.,
will be held on May 25, 2016, at 10:00 a.m. at the Toronto Region
Board of Trade, 77 Adelaide Street West, Toronto, Ontario, to:
a) consider and, if deemed, to pass, with or without
variation, a resolution approving the amended and restated joint
plan of compromise and arrangement of the Target Canada Entities
pursuant to the Companies' Creditors Arrangement Act dated April 6,
2016; and
b) transact other business as may properly come before the
Creditors' meeting or any adjournment or postponement thereof.
The creditors' meeting is being held pursuant to an order of the
Ontario Superior Court of Justice made on April 13, 2016.
The plan contemplates the compromise of claims of the affected
creditors. Quorum for the creditors' meeting has been set by the
meeting order as the presence, in person or by proxy, at the
creditors' meeting of one affected creditor with a voting claim.
Convenience class creditors will be deemed to vote in favor of the
plan. Affected creditors with one or more proven claims in an
amount in excess of Cdn$25,000 may file with the monitor a
convenience class clam election, pursuant to which such affected
creditor may elect to be treated as a convenience class creditor
and receive only the cash elected amount of Cdn$25,000 and will be
deemed thereby to vote in favor of the plan prior to 10:00 a.m.
(Toronto Time) on May 24, 2016 prior to any adjourned, postponed or
rescheduled creditors' meeting, or deposit such convenience claim
election with the chair at the creditors' meeting immediately prior
to the vote at the time specified by the chair.
An affected creditor may attend at the creditors' meeting in person
or may appoint another person as its proxyholder by inserting the
name of such person in the space provided in the form of proxy
provided to affected creditors by the monitor, or by completing
another valid form of proxy. Person appointed as proxyholders need
not be affected creditors.
In order to be effective, proxies must be received by the monitor
at:
Alvarez & Marsal Canada Inc.
200 Bay Stret, Suite 2900
P.O. Box 22
Toronto, ON M5H 2J1
Attention: Steven Glustein
Fax: 416 847-5201
Email: targetcanadamonitor@alvarezandmarsal.com
If the plan is approved by the required majority at the creditors'
meeting, the Target Canada entities intend to bring a motion before
the Court on June 2, 2016, at 9:300 a.m. (Toronto Time) at 330
University Avenue, Toronto, Ontario. The motion will be seeking
the granting of sanction and vesting order sanctioning the plan
under the Companies' Creditors Arrangement Act and for ancillary
relief consequent upon such sanction.
Copies of the documents relating to this process are available on
the monitor's website at:
http://www.alvarezandmarsal/targetcanada.
About Target Canada
On Jan. 15, 2015, Target Canada Co. and certain entities commenced
court-supervised restructuring proceedings under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended. On
the same day, the Ontario Superior Court of Justice (Commercial
List) granted an order, which, among other things, provides for a
stay of proceedings until February 13, 2015. The Stay Period may
be extended by the Court from time to time. Although not
Applicants, the protections and authorizations provided for in the
Initial Order have been extended to the Partnerships.
Pursuant to the Initial Order, Alvarez & Marsal Canada Inc. was
appointed as monitor of the business and financial affairs of the
Target Canada Entities. The Ontario Court has appointed Alvarez &
Marsal Canada Inc. as monitor in Target Canada et al.'s Companies'
Creditors Arrangement Act proceeding, and Koskie Minsky LLP as
representative counsel of all Target employees in the proceedings.
TATOES LLC: Schedules $16.6M in Assets, $29.62M in Debt
-------------------------------------------------------
Tatoes, LLC, disclosed $16,582,627 in assets and $29,644,662 in
liabilities in its schedules of assets and liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $30,000
B. Personal Property $16,552,627
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $24,916,546
E. Creditors Holding Unsecured
Priority Claims $0
F. Creditors Holding Unsecured
Non-priority Claims $4,728,116
-------------- --------------
TOTAL $16,582,627 $29,644,662
A copy of the company's schedules is available without charge at
http://is.gd/7R8l9t
About Tatoes LLC
Tatoes, LLC, Wahluke Produce, Inc. and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat. Each of the Debtors filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.
Bailey & Busey LLC represents the Debtors as counsel.
Windflow Fertilizer is Tatoes's largest unsecured creditor,
asserting a $2.13 million claim. A list of the Debtor's 20 largest
unsecured creditors is available at http://is.gd/cOc1w7
TRISTREAM EAST: Amegy Sells Loan; Cash Use Objection Resolved
-------------------------------------------------------------
On April 6, 2016, Amegy Bank has sold its loan to Haddington Energy
Partners IV, LP, dated October 19, 2015. As a result, Amegy Bank's
objection to the cash collateral motion of Tristream East Texas,
LLC, has been consensually resolved.
About Tristream
Headquartered in Houston, Texas, Tristream East Texas, LLC is a
wholly owned subsidiary of Tristream Energy, LLC, a Delaware
limited liability company. The Debtor is a midstream operating
company that provides gas gathering and processing services to
producers from facilities in East Texas.
Tristream East Texas filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. Case No. 16-31521) on March 30, 2016. The
petition was signed by Reid Smith as CEO. The Debtor estimated
assets and liabilities in the range of $10 million to $50 million.
Coats Rose, P.C. serves as the Debtor's counsel. Judge David R.
Jones has been assigned the case.
USIC HOLDINGS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' corporate credit rating on Indianapolis-based USIC Holdings
Inc. The outlook is stable.
At the same time, S&P lowered its issue-level ratings on the
company's senior secured revolving credit facility and first-lien
term loan to 'B' from 'B+' and revised S&P's recovery ratings on
the debt to '3' from '2'. The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; upper half of the
range) in the event of a default.
S&P also affirmed its 'CCC+' issue-level rating on the company's
senior secured second-lien term loan. The '6' recovery rating on
the second-lien term loan remains unchanged, indicating S&P's
expectation for negligible recovery (0%-10%) in the event of a
default.
"We have lowered our estimate of USIC's enterprise value in our
recovery analysis to reflect our lowered assumptions for the
company's profitability, which we believe support our revised
recovery valuation," said Standard & Poor's credit analyst Robyn
Shapiro. "The company's EBITDA margins have declined because of
the greater-than-expected level of damage expenses it experienced
in 2015."
The stable outlook on USIC reflects S&P's belief that the company
will continue to generate consistent FOCF while maintaining a
FOCF-to-debt ratio in the mid-single digit percent area over the
next 12 months. Due to the partially debt-financed acquisition
that USIC undertook in the first quarter of 2015--as well as the
greater-than-expected level of damage expenses it experienced
during the year--USIC's debt leverage is now at the higher end of
S&P's expectations for the current rating. However, S&P expects
that the company's debt-to-EBITDA metric will decline below 7x in
2016 under S&P's base-case scenario.
S&P could lower its ratings on USIC in the next 12 months if it
appears that the company's free cash flow will turn negative and
its liquidity becomes constrained because of a higher-than-expected
draw on the company's revolver. Alternatively, S&P would also
consider a downgrade if the company's debt leverage remained above
7x on a sustained basis, potentially because of a further decline
in its EBITDA margins coupled with a larger-than-anticipated
dividend or acquisition-related outflows. A
weaker-than-anticipated operating performance could occur due to
elevated fuel prices, weather-related disruptions (which can
periodically halt or slow construction and, hence, demand for
USIC's services), or aggressive bidding from competitors, for
example.
S&P does not view an upgrade as likely at this time, in its
opinion, since USIC's forecasted credit ratios will likely remain
highly leveraged in the medium term, based on S&P's assessment of
its current financial sponsor's ownership track record.
VALEANT PHARMA: Default Notices No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's Investors Service commented that additional Notices of
Default received by Valeant Pharmaceuticals International, Inc. are
a negative development. However, there are no immediate changes to
Valeant's ratings. These include the B2 Corporate Family Rating,
the Caa1-PD Probability of Default Rating, the Ba2 (LGD 1) senior
secured rating, the B3 (LGD 3) senior unsecured rating and the
SGL-4 Speculative Grade Liquidity Rating.
"The development does not materially change the likelihood of
Valeant facing a payment default. That's because the 60 day time
period for curing the breach in the new Notices of Default is
outside the window under which debt acceleration could already
occur under certain scenarios," stated Michael Levesque, Moody's
Senior Vice President.
Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
with expertise including branded dermatology, gastrointestinal
disorders, eye health, neurology, branded generics and OTC
products. Valeant reported approximately $10 billion in total
revenue for the 12 months ended Sept. 30, 2015.
VALEANT PHARMACEUTICALS: Bank Debt Trades at 3% Off
---------------------------------------------------
Participations in a syndicated loan under which Valeant
Pharmaceuticals is a borrower traded in the secondary market at
97.48 cents-on-the-dollar during the week ended Friday, April 22,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.75 percentage points
from the previous week. Valeant Pharmaceuticals pays 325 basis
points above LIBOR to borrow under the $2.35 billion facility. The
bank loan matures on April 9, 2022 and Moody's and Standard &
Poor's BB did not give any rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended April
22.
VALEANT PHARMACEUTICALS: Gets More Default Notices after 10-K Delay
-------------------------------------------------------------------
Eric J. Weiner, writing for Bloomberg Brief, reported that Valeant
Pharmaceuticals International Inc.'s bondholders are ratcheting up
the pressure on the drugmaker to file its delayed financial
statements.
According to the report, citing a statement by the drugmaker, a
trustee for holders of four of the company's bonds sent Valeant
notices of default after it failed to file its 2015 financial
results on time. That's the
second round of default notices the company has received within two
weeks, the report said.
Valeant, which said that it's still on track to file the statements
on or before April 29, must do so before a May 27 deadline, after
which lenders could demand repayment, the report related. The
Laval, Quebec-based company missed its initial March filing
deadline amid scrutiny over its business practices, accounting,
drug pricing and its relationship with mail-order pharmacy Philidor
Rx Services LLC, the report further related.
The drugmaker named Perrigo Co. Chief Executive Officer Joseph Papa
to replace outgoing CEO Mike Pearson, the report said. Valeant
said in March that Pearson would leave the company once a
replacement is found, part of a broader overhaul that included
adding activist investor Bill Ackman to its board, the report
added.
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.
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.
VARIA SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Varia Systems, Inc.
3701 Commerce Drive Suite 1001
Halethorpe, MD 21227
Case No.: 16-15585
Chapter 11 Petition Date: April 25, 2016
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. Nancy V. Alquist
Debtor's Counsel: Alan M. Grochal, Esq.
TYDINGS & ROSENBERG, LLP
100 E. Pratt Street., Fl. 26
Baltimore, MD 21202
Tel: 410-752-9700
Fax: 410-727-5460
E-mail: agrochal@tydingslaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Douglas Horensky, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb16-15585.pdf
VELOCITY POOLING: S&P Lowers CCR to 'CCC+', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Indianapolis-based Velocity Pooling Vehicle LLC to 'CCC+'
from 'B'. The outlook is negative.
At the same time, S&P lowered its issue-level rating on the
first-lien term loan to 'CCC+' from 'B'. The '4' recovery rating
remains unchanged, indicating S&P's expectation for average (30% to
50%, lower half of the range) recovery in the event of a payment
default.
S&P also lowered the issue-level rating on the second-lien term
loan to 'CCC-' from 'CCC+'. The '6' recovery rating remains
unchanged, indicating S&P's expectation for negligible (0%-10%)
recovery in the event of payment default.
"The downgrade reflects the company's inability to reach sales
levels and realize synergies consistent with our expectations,
resulting in profitability that is substantially lower than our
prior forecast, an unsustainable capital structure, negative free
operating cash flow over the past two years, and reduced
liquidity," said Standard & Poor's credit analyst Katherine Heng.
By Standard & Poor's calculations, Velocity's current debt to
EBITDA is around 10x and funds from operations (FFO) to debt is
below 4%, versus S&P's prior forecast of below 7x and around 10%,
respectively. S&P now forecasts debt to EBITDA in the high 9x area
and FFO to debt and mid-single digit area in 2016. S&P lowered its
profit forecast for Velocity because S&P do not see any material
drivers for growth.
S&P do not anticipate a liquidity crisis over the near term since
debt maturities are minimal; moreover, S&P do not expect a
financial covenant violation in the near term since credit facility
availability is above the springing fixed charge coverage trigger
point and utilization should decline with seasonal cash inflows
starting in the second quarter.
S&P's negative outlook reflects the company's inability to reach
sales levels and realize synergies consistent with original
expectations, resulting in profitability that is substantially
lower than S&P's prior forecast, an unsustainable capital
structure, negative free operating cash flow over the past two
years, and reduced liquidity. S&P could lower the ratings if it
believes a default scenario (such as a distressed exchange) is
likely, or if there is a liquidity crisis, including a potential
violation of the springing covenant, which could result from a
material deficit in free cash flow.
S&P could take a positive rating action if the company begins to
win back lost business, realize traction on restructuring
initiatives, and generating significant positive free cash flow.
For this to occur, the company's market share, as well as operating
efficiencies, would need to increase meaningfully, supported by a
sustained stabilization in motorcycle aftermarket demand.
VENOCO INC: Schedules $930.3M in Assets, $1.28B in Debt
-------------------------------------------------------
Venoco, Inc. disclosed $930,250,325 in assets and $1,282,103,308 in
liabilities in its schedules of assets and liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $210,560,353
B. Personal Property $719,689,971
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $367,080,469
E. Creditors Holding Unsecured
Priority Claims $0
F. Creditors Holding Unsecured
Non-priority Claims $915,022,838
-------------- --------------
TOTAL $930,250,325 $1,282,103,308
A copy of the company's schedules is available without charge at
http://is.gd/zQR7Sl
About Venoco
Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and Development
of oil and gas properties in California. As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed. As of the Petition
Date, the Debtors employed approximately 160 people.
The Debtors were founded by Timothy M. Marquez in Carpinteria,
California in 1992. In January 2012, Denver Parent Company, an
affiliate of Mr. Marquez, who then owned 50% of the outstanding
shares of Venoco common stock, took the company private again by
acquiring all of the outstanding common stock for $12.50 per
share.
After going private in January 2012, the Debtors were left with
significant debt obligations, which in 2012 exceeded $845 million,
as disclosed in filings with the Court. Between 2012 and 2014, the
Debtors completed a number of asset sales, generating over $470
million in net proceeds for capital expenditures and for paydowns
of the debt.
Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. The
Debtors estimated assets in the range of $100 million to $500
million and debts of up to $1 billion. Hon. Kevin Gross has been
assigned the cases.
The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor and BMC Group, Inc. as notice,
claims and balloting agent.
WILLIAM CONTRACTOR: Court Partly Junks Suit vs Banco Popular
------------------------------------------------------------
In an opinion and order dated April 1, 2016, and available at
http://is.gd/J13M6efrom Leagle.com, Judge Brian K. Tester granted
the motion to dismiss filed by Banco Popular de Puerto Rico as to
William Contractor, Inc.'s claims of breach of contract, breach of
fiduciary duty, and lender liability. The judge, however, denied
the motion as to the plaintiff's claims of estoppel, negligent
misrepresentation, and damages.
The adversary proceeding is William Contractor, Inc., Plaintiff, v.
Banco Popular de Puerto Rico, et al., Defendant, Adversary
Proceeding No. 15-00263 BKT (Bankr. D.P.R.).
The bankruptcy case is IN RE: William Contractor, Inc., Chapter 11,
Debtor, Case No. 15-06311 BKT (Bankr. D.P.R.).
WILLIAM CONTRACTOR INC is represented by:
Damaris Quinones Vargas, Esq.
BUFETE QUINONES VARGAS & ASOC.
P.O. Box 429
Cabo Rojo, PR 00623
Tel: (787)851-7866
Fax: (787)851-1717
Email: damarisqv@bufetequinones.com
BANCO POPULAR is represented by:
Luis C. Marini Biaggi, Esq.
Carolina Velaz-Rivero, Esq.
O'NEILL & BORGES
250 Munoz Rivera Avenue, Suite 800
San Juan, PR 00918-1813
Tel: (787)764-8181
Fax: (787)753-8944
Email: luis.marini@oneillborges.com
carolina.velaz@oneillborges.com
JOSE MERCADO is represented by:
Luisa S. Valle Castro, Esq.
C CONDE & ASSOCIATES
254 San Jose Street, 5th Floor
Old San Juan, PR 00901
Tel: (787)729-2900
Fax: (787)729-2203
Email: ls.valle@condelaw.com
YUM! BRANDS: Egan-Jones Lowers FC Sr. Unsec. Rating to BB
---------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Yum! Brands Inc. to BB from BBB
on April 20, 2016.
Yum! Brands, Inc., or Yum! and formerly Tricon Global Restaurants,
Inc., is an American fast food company. Yum operates the licensed
brands Taco Bell, KFC, Pizza Hut, and WingStreet worldwide.
[*] Choate's Jennifer Fenn Bags M&A Advisor "Emerging Leader" Award
-------------------------------------------------------------------
Jennifer Conway Fenn, counsel in the Finance & Restructuring Group
at Choate, Hall & Stewart LLP, has been named a 2016 "Emerging
Leader" in the Legal Advisor category by The M&A Advisor. The
Emerging Leader awards are given to a group of young professionals
in the mergers & acquisitions, financing, and turnaround industries
in the United States, United Kingdom, and Europe who have "reached
a significant level of success and made a notable contribution to
their industry and community."
Ms. Fenn will receive her award in New York City on June 10, 2016.
At Choate, Ms. Fenn handles complex financial transactions for
banks and institutional investors, including asset-based and cash
flow financings as well as mezzanine loans and other junior capital
investments. She also represents secured creditors in a variety of
creditor's rights and insolvency matters, including restructuring,
workouts, and cash collateral and debtor-in-possession financings.
Ms. Fenn has closed over 30 financing deals with billions in
aggregate value over the past five years.
"We are very excited that Jen has been singled out for this well
deserved recognition," said Charles Cheever, co-managing partner at
Choate, Hall & Stewart. "She is a rising star at our firm who has
developed a specialty handling high profile deals in the retail
financing arena. She has garnered the trust of clients and
colleagues alike, and we are fortunate to have her on our team."
Outside of the office, Ms. Fenn works with Citizen Schools, a
Boston-based national nonprofit organization focused on developing
after-school educational opportunities for middle school students,
particularly in urban settings. Twice each year, a group of
students come to Choate's office once a week for 10 weeks to learn
the basic tenets of the justice system and basic trial and oral
advocacy skills.
Ms. Fenn has been named a Massachusetts Super Lawyers Rising Star.
She received her J.D. from the University of Connecticut School of
Law in 2006 and bachelor degree, cum laude, in economics and
government from Lafayette College in 2003.
Choate, Hall & Stewart LLP represents clients across the United
States and internationally. Its areas of focus include
corporate/M&A, finance & restructuring, venture capital, private
equity, high-stakes litigation, wealth management, tax,
insurance/reinsurance, government enforcement & compliance, and
intellectual property.
[*] The Deal Unveils Results of Q1 2016 Bankruptcy League Tables
----------------------------------------------------------------
The Deal, a business unit of TheStreet Inc., on April 25 announced
the results of its quarterly rankings of the top firms and
professionals involved in active bankruptcy cases for the first
quarter of 2016. Collected data captures only active bankruptcy
work for ongoing U.S. and Canadian cases.
"Retail bankruptcies, both large and small, were notable events in
the first quarter," said Andrew Hedlund, bankruptcy reporter for
The Deal. "This trend will likely continue, as more retailers have
encountered financial distress this year. The sector will likely
continue presenting restructuring professionals with opportunities
as more retailers look to address debt loads and financial
difficulties, both in court and out of court."
League Table highlights:
Akin Gump Strauss Hauer & Feld LLP remained in the top spot for
bankruptcy law firms by volume, with $1,029.1 billion in
liabilities. Latham & Watkins LLP followed, with $1,007.2 billion
in liabilities. Vedder Price PC ranked third, with $996.6 billion
in liabilities. Dentons followed in fourth with $943.1 billion in
liabilities and DLA Piper ranked fifth with $938.9 billion in
liabilities.
Among lawyers by volume, Peter Gilhuly (Latham & Watkins LLP)
ranked first, followed by Douglas Rosner (Goulston & Storrs PC),
Daniel Golden (Akin Gump Strauss Hauer & Feld LLP), Richard Hahn
(Debevoise & Plimpton LLP) and Scott Davidson (King & Spalding
LLP).
For investment banks by volume, Lazard Ltd. moved into the top
spot, with $121.8 billion in liabilities. Miller Buckfire & Co.
LLC followed in second, with $113.1 billion in liabilities. PJT
Partners Inc. was third, with $97.7 billion each in liabilities.
Houlihan Lokey Inc. ranked fourth, with $95.0 billion in
liabilities.
Steven Zelin (PJT Partners Inc.) moved to the top spot for
investment bankers by volume in the first quarter of 2016. Neil
Luria (Solic Capital Advisors LLC) ranked second, while Richard
Klein (Jefferies LLC) ranked third. Leon Szlezinger (Jefferies
LLC) ranked fourth, followed by Edward Casas (Solic Capital
Advisors LLC).
The full suite of rankings is available at The Deal, and the full
report is also available online at:
http://www.thedeal.com/pdf/BLTQ12016.pdf
About The Deal's Bankruptcy League Tables
The Deal's Bankruptcy League Tables are the industry's only league
tables focused solely on active bankruptcy cases. The Bankruptcy
League Tables by volume involve only active U.S. bankruptcy cases
of debtors with liabilities of $10 million or more. The rankings
are based on the aggregation of those liability values. The table
reflects the number of active cases fitting that criteria and may
not characterize the total number of active cases. Firms and
professionals only get one credit for each active case, not each
active assignment. The Bankruptcy League Tables by number involve
U.S. and Canadian bankruptcy cases irrespective of debtor asset
size. Professionals receive credit for multiple assignments on one
case.
About The Deal
The Deal -- http://www.thedeal.com-- is a media and technology
company providing over 100,000 users with actionable ideas from its
two services -- The Deal & BoardEx. Law firms, investment banks,
private equity firms and hedge funds use The Deal service to find
their next deal and BoardEx to connect the dots between their
organizations and clients. The Deal has offices in New York,
London, Washington, Petaluma, Calif., and Chennai, India.
*********
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
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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
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includes links to freely downloadable images of these small-dollar
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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
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Copyright 2016. All rights reserved. ISSN: 1520-9474.
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