/raid1/www/Hosts/bankrupt/TCR_Public/160502.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, May 2, 2016, Vol. 20, No. 123
Headlines
ABENGOA SA: Sureties Oppose Recognition of Spanish Proceedings
ADAMIS PHARMACEUTICALS: Eddie Glover Reports 5.7% Equity Stake
ADVANCED MICRO: S&P Affirms 'CCC+' CCR & Revises Outlook to Stable
AEMETIS INC: Stockholders Elect Five Directors
ALLY FINANCIAL: Names Scott Stengel as General Counsel
AMERICAN POWER: Inks Employment Agreements with CEO and CFO
AMPLIPHI BIOSCIENCES: To Sell up to $75M Worth of Securities
AOG ENTERTAINMENT: Appoints KCC as Claims and Noticing Agent
AOG ENTERTAINMENT: Asks for 30-Day Extension to File Schedules
AOG ENTERTAINMENT: Seeks Joint Administration of Cases
AOG ENTERTAINMENT: Seeks OK of Cash Collateral Use Stipulation
AOG ENTERTAINMENT: Wants to Pay $781,000 Critical Vendor Claims
APRICUS BIOSCIENCES: Adopts Employee Retention Program
APRICUS BIOSCIENCES: Unit Cancels License Agreement with Takeda
ARCHDIOCESE OF ST. PAUL: Committee's Bid to Hire Deloitte Denied
ASPECT SOFTWARE: Claims Bar Date Set for May 31
ATKORE INTERNATIONAL: S&P Revises Outlook to Pos. & Affirms B CCR
AVENUE C TENANTS: Case Summary & 11 Unsecured Creditors
B. L. GUSTAFSON: Court Extends Plan Exclusivity to July 25
BAY CIRCLE: Asks Court to Extend Plan Exclusivity to Aug. 15
BUCKSPORT GENERATION: Can Have $400K Premium Financing with AFCO
CANADIAN ENERGY: S&P Lowers CCR to 'B-', Outlook Stable
CANCER GENETICS: Amends 2015 Annual Report
CANYON COS: S&P Revises Outlook to Negative & Affirms 'B' CCR
CANYON PORTAL: Has Court Authority to Use Cash Until May 23
CHC GROUP: Has Until May 15 to Pay $46-Mil. in Debts
CINCINNATI TERRACE: Bankruptcy Case Transferred to Ohio Court
CINCINNATI TERRACE: To Pursue Alternative Postpetition Financing
CLAIREX TECHNOLOGIES: Asks Court to Extend Plan Filing to Aug. 25
CLEANFUEL USA: Schedules $672K in Assets, $26M in Debt
CLIFFS NATURAL: Reports $117-Mil. Net Income for First Quarter
COMBIMATRIX CORP: Adopts 2016 Executive Performance Bonus Plan
CRYOPORT INC: Files Form S-1 Prospectus with SEC
DOLPHIN DIGITAL: Amends 2015 Annual Report to Include Part III
DOLPHIN DIGITAL: CEO Reports 54.4% Equity Stake
DOVER DOWNS: Reports First Quarter Financial Results
DREAMWORKS ANIMATION: Moody's Puts Ba3 CFR on Review for Upgrade
ENERGY FUTURE: Gives More Time for 90 Parties to File Claims
ESP RESOURCES: Amerisource Replaces Transfac as Factoring Co.
EXELIXIS INC: 1Globe Reports 6.1% Equity Stake as of April 18
FIRST CASH: Moody's Affirms Ba3 Corporate Family Rating
FIRSTONSITE GP: FTI Consulting Named as CCAA Monitor
FLORIDA EAST: S&P Affirms 'CCC+' CCR, Outlook Negative
FLOUR CITY BAGELS: Court Approves Phoenix Management as Advisors
FLOUR CITY BAGELS: Court Okays Bond Schoeneck as Counsel
FRED FULLER: Settles Rymes Heating Claims
FREEDOM COMMS: Debtors, Panel Want Exclusivity Extended to June 28
FREEDOM COMMUNICATIONS: GlassRatner's Smith to Oversee Wind-Down
FUHU INC: Committee Seeks to Expand Scope of PwC's Services
GREGORY REDFORD: Court Wants Chapter 11 Plan Filed by May 13
HAGGEN HOLDINGS: Can Sell Pharmacy Assets to Albertson's for $250K
HANCOCK FABRICS: A&G Realty Places Former Headquarters Up For Sale
HHCS CHOICES: Creditors' Panel Taps Duane Morris as Counsel
HHH CHOICES: HHSH Hires Cushman & Wakefield as Appraiser
HHH CHOICES: HHSH Hires Griffin Coogan as Special Counsel
HHH CHOICES: Senior Housing's Exclusivity Extended to July 6
HIGHER LIVING CHRISTIAN: Wants More Time to Confirm Plan
HORSEHEAD HOLDING: Hires Global Tax Management as Tax Advisor
HORSEHEAD HOLDING: Schoellerbank Joins Bids to Appoint Equity Panel
IAD PROPERTIES: Voluntary Chapter 11 Case Summary
ICTS INTERNATIONAL: Mayer Hoffman Expresses Going Concern Doubt
INMOBILIARIA BAFCO: 341 Meeting of Creditors Set for May 9
J.T. ANDERSON: U.S. Trustee Unable to Appoint Committee
JUNIPER GTL: 341 Meeting of Creditors Set for May 10
JUNIPER GTL: Judge Sets May 27 Deadline for Filing Claims
KAISER ALUMINUM: Moody's Hikes Corporate Family Rating to Ba2
LATTICE INC: Sold 10.6 Million Common Shares
LEHMAN BROTHERS: Could Deliver GBP1.2-Bil. Present to UK
LINN ENERGY: Receives Noncompliance Notice from NASDAQ
LIQUIDNET HOLDINGS: Moody's Hikes Corporate Family Rating to B2
LUMPY'S INC: U.S. Trustee Forms 3-Member Committee
LUMPY'S PRO GOLF: U.S. Trustee Forms 3-Member Committee
LUPATECH SA: Seeks Joint Administration of Cases
MAUI LAND: Incurs $1.35 Million Net Loss in First Quarter
MAUI LAND: Stockholders Elect 5 Directors
MICROVISION INC: Incurs $3.55 Million Net Loss in First Quarter
MOLYCORP INC: Ch. 11 Cases Not Ready for Conversion, Trustee Says
MUSCLEPHARM CORP: Enters Into Agreement for Sale of BioZone
NAMAN'S MEAT: Court Won't Appoint Creditors' Committee
NET ELEMENT: RBL OKs Extension of Interest Only Payment Period
NEWBURY COMMON: 220 Elm Units Can Use Cash Collateral Until Aug 15
NEWBURY COMMON: 88 Hamilton, One Atlantic May Use Cash Collateral
NEWBURY COMMON: Park Square Can Use Cash Collateral Until Aug. 15
NEWBURY COMMON: Seaboard Hotel Can Use Cash Collateral Until May 1
NEWBURY COMMON: Seabord LTS Has Final OK to Use Cash
PACIFIC EXPLORATION: Chapter 15 Case Summary
PACIFIC EXPLORATION: Files for Chapter 15 Bankruptcy in New York
PALMAZ SCIENTIFIC: Creditors' Panel Hires Andrews Kurth as Counsel
PETTERS COMPANY: Court Temporarily Allows Ritchie Claim for $157MM
PHILLIPS INVESTMENTS: Can Access Cash Collateral Until June 15
PIONEER HEALTH: 341 Meeting of Creditors Set for May 6
PLANDAI BIOTECHNOLOGY: Hires Pritchett Siler as Accountants
PLANDAI BIOTECHNOLOGY: To Have 2014 Financial Stmts. Re-Audited
REPUBLIC AIRWAYS: Panel Hires Morrison & Foerster as Attorneys
REPUBLIC AIRWAYS: Taps Deloitte & Touche as Independent Auditor
SEA SHELL COLLECTIONS: Hires Borowski & Traylor as Counsel
SEA SHELL COLLECTIONS: U.S. Trustee Unable to Appoint Committee
SKYBRIDGE SPECTRUM: Receiver Asks Court to Preserve Status Quo
SNO MOUNTAIN: Trustee Inks Agreement to Distribute Remaining $256K
STARR PASS: Wants Cout to Review Denial of Consolidation Bid
SUNEDISON INC: Hires Rothschild as Financial Advisor
TAYLOR-WHARTON: Claims Bar Date Set for June 1
TERRAFORM AP: Moody's Affirms Ba3 Senior Secured Debt Rating
TERRAFORM POWER: Moody's Affirms B3 Corporate Family Rating
THOMAS E. BEESON: Wants Plan Filing Deadline Extended to Sept. 7
THOUGHTWIRE MEDIA: U.S. Trustee Unable to Appoint Committee
USA DISCOUNTERS: Proposes to Pay Additional $245K to 66 Employees
VALEANT PHARMA: Files Annual Report, Discloses State Probes
VESTIS RETAIL: Hires Lincoln Partners as Investment Banker
VUZIX CORP: Provides Shareholders Update on Recent Developments
VYCOR MEDICAL: Incurs $616,000 Net Loss in First Quarter
WILLMAN CONSTRUCTION: U.S. Trustee Forms 3-Member Committee
ZAFS INVESTMENTS: Asks Court to Extend Plan Exclusivity to Aug. 1
[*] Court Supervised Restructurings of Large Cos. Busiest Since '09
[^] BOND PRICING: For the Week from April 25 to April 29
*********
ABENGOA SA: Sureties Oppose Recognition of Spanish Proceedings
--------------------------------------------------------------
The "Sureties" -- Liberty Mutual Insurance Company, Zurich American
Insurance Company, and Fidelity & Deposit Company of Maryland --
oppose the Foreign Representative's Motion for a Chapter 15
Recognition of a certain "5 bis notice proceeding" filed by the
Debtors Abengoa, S.A., and certain of its relation affiliates with
the Commercial Court No. 2 in Seville, Spain, and an application in
the Spanish Court for judicial homologation of a Standstill
Agreement negotiated among the Foreign Debtors and their Lenders.
The Sureties complain that the proceeding for which the Debtors
seek recognition do not currently qualify as a foreign proceeding
for which recognition may be granted for under the Spanish law, the
5 bis Notice is a mechanism that fosters out-of-court negotiations
to resolve financial problems, as an alternative to bankruptcy or
insolvency proceedings and as a tool to promote refinancing deals,
giving the financially-troubled company four months to negotiate a
refinancing agreement with its creditors without filing for
bankruptcy relief.
The Sureties disagree that the Foreign Debtors' application to
homologate a Standstill Agreement -- under which certain creditors
agreed to refrain from efforts to collect their claims during a
7-month period to allow additional time for the Foreign Debtors to
negotiate and obtain requisite creditor approval of a refinancing
agreement -- should be imposed upon the Sureties because creditors
that are not considered financial creditors under the Spanish law
are not made parties to a Standstill Agreement because the Sureties
are not considered financial creditors the Agreement is not
applicable to them.
The Sureties explain further that although the intention of the 5
bis Notice and the Standstill Agreement is to provide the Foreign
Debtors more flexibility to reach an out-of-court restructuring
agreement, the only resemblance of those proceedings to a U.S.
bankruptcy proceeding is that the Foreign Debtors are protected by
a stay applicable to creditors, however, there is no court
supervision over the assets to the Foreign Debtors, no process for
filing and allowance of claims, no provisions for recovery of
preferential payments, and no provisions for parties that have been
excluded from the negotiation process to get relief.
Furthermore, the Sureties also complain that none of the creditor
constituencies that are similarly situated to the Sureties -- i.e.
holders of claims entitled to estimation and allowance in the
United States but not in the Spanish Proceeding -- received any
formal notice of the proposed restructuring, nor were the terms of
that restructuring set forth in the context of a formal disclosure
and plan process, with specified treatment of all claims and
interests, contingent, estimated or otherwise, under a recognized
priority protocol similar in form to the absolute priority rule,
the Sureties further complain.
To the extent the Court determines that recognition is appropriate,
the Sureties request that the Court sufficiently tailor any such
order to adequately protect the rights and interests of the
Sureties, and requiring the Foreign Debtors to allow the Sureties
full participation in the Spanish proceedings or to acknowledge
that the Sureties' indemnity claims will be unimpaired as a
condition to recognition of the Spanish proceedings.
The Sureties are represented by:
Jason C. Powell, Esq.
FERRY JOSEPH, P.A.
824 Market Street, Suite 1000
P.O. Box 1351
Wilmington, DE 19899
Telephone: (302) 575-1555
Email: jpowell@ferryjoseph.com
-- and --
Sam H. Poteet, Jr., Esq.
Michael E. Collins, Esq.
Scott E. Williams, Esq.
MANIER & HEROD, P.C.
One Nashville Place, Ste. 2200
150 Fourth Avenue N.
Nashville, TN 37219
Telephone: (615) 244-0030
Facsimile: (615) 242-4203
Email: spoteet@manierherod.com
mcollins@manierherod.com
swilliams@manierherod.com
About Abengoa S.A.
Spanish energy giant Abengoa S.A. is a leading engineering and
clean technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors. Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.
As of the end of 2015, Abengoa, S.A. was the parent company of 687
other companies around the world, including 577 subsidiaries, 78
associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests of
less than 20% in other entities.
On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.
On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its stakeholders.
U.S. Bankruptcies
Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on March
28, 2016, to seek U.S. recognition of its restructuring proceedings
in Spain. Christopher Morris signed the petitions as foreign
representative. DLA Piper LLP (US) represents the Debtors as
counsel.
Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case
is Bankr. D. Neb. Case No. 16-80141. An order for relief has not
been entered, and no interim Chapter 7 trustee has been appointed
in the Involuntary Cases. The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own, operate,
and/or service four ethanol plants in Ravenna, York, Colwich, and
Portales, each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Eastern District of Missouri. The cases
are pending before the Honorable Kathy A. Surratt-States and are
jointly administered under Case No. 16-41161.
Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Proposed Lead Case No. 16-10790) on March 29, 2016.
ADAMIS PHARMACEUTICALS: Eddie Glover Reports 5.7% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Eddie Glover reported that as of April 13, 2016, he
beneficially owns 866,666 shares of common stock of Adamis
Pharmaceuticals Corporation representing 5.75 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/qWU5n0
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.
Adamis reported a net loss of $13.6 million on $0 of revenue for
the year ended Dec. 31, 2015, compared to a net loss of $9.31
million on $0 of revenue for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Adamis had $12.06 million in total assets,
$2.74 million in total liabilities and $9.31 million in total
stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred recurring losses from operations, and is
dependent on additional financing to fund operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern, the auditors noted.
ADVANCED MICRO: S&P Affirms 'CCC+' CCR & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'CCC+'
corporate credit rating on Sunnyvale, Calif.-based Advanced Micro
Devices Inc. and revised the outlook to stable from negative.
At the same time, S&P affirmed its 'CCC' issue-level rating on the
company's senior unsecured notes. The recovery rating remains '5',
indicating S&P's expectation of modest recovery (10% to 30%; in the
lower half of the range) in the event of a payment default.
"The outlook change reflects our expectation that AMD will maintain
adequate liquidity over 2016 as it repositions itself in weak PC
markets and pursues growth in new semiconductor markets," said
Standard & Poor's credit analyst John Moore.
On April 21, 2016, AMD reported revenues for its quarter ended
March 26, 2016 of $832 million, a decline of 19% year over year,
and confirmed its expectation for new product introductions during
2016. The company also announced its formation of a joint venture
with Tianjin Haiguang Advanced Technology Investment Co. Ltd
(THATIC). S&P expects AMD's product introductions will support
further operating stabilization in 2016 and its THATIC partnership
will generate license and royalty fee revenues subsequent to 2016
for semiconductor products to be developed and tailored to the
Chinese server market.
S&P expects AMD will maintain its solid revenue share within the
gaming console semiconductor products market in 2016. As new
gaming console technologies are developed during 2016 and 2017, AMD
should retain a presence in that market with a concentrated roster
of clients, including Microsoft and Sony, which each accounted for
more than 10% of AMD's revenues in 2015.
The stable rating outlook reflects AMD's moderating operating
weakness and improving prospects to stabilize its operating
performance, as well as its vulnerable business profile, which is
susceptible to ongoing competitive pressures that could reverse its
recent operating improvement in weak PC microprocessor markets and
in new markets.
AEMETIS INC: Stockholders Elect Five Directors
----------------------------------------------
At the annual meeting held on April 21, 2016, the stockholders of
Aemetis Inc.:
(1) elected Eric A. McAfee, Francis P. Barton, John R.
Block, Dr. Steven W. Hutcheson and Harold Sorgenti as
directors;
(2) approved an amendment to the Company's Articles of
Incorporation to classify the Board of Directors into three
classes;
(3) approved an amendment to the Company's Articles of
Incorporation to eliminate the ability of stockholders to
act by written consent;
(4) approved the issuance of warrants to Board members and
management; and
(5) ratified the appointment of RSM US LLP as the Company's
independent registered public accounting firm for the
fiscal year ending Dec. 31, 2016.
About Aemetis
Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.
Aemetis reported a net loss of $27.1 million on $147 million of
revenues for the year ended Dec. 31, 2015, compared to net income
of $7.13 million on $207.7 million of revenues for the year ended
Dec. 31, 2014.
As of Dec. 31, 2015, Aemetis had $83.1 million in total assets,
$118.43 million in total liabilities and a total stockholders'
deficit of $35.3 million.
ALLY FINANCIAL: Names Scott Stengel as General Counsel
------------------------------------------------------
Ally Financial Inc. announced that Scott Stengel will be joining
the company as the general counsel, effective May 31, 2016. Ally's
current General Counsel William B. Solomon, Jr. will retire after
more than 27 years with the company, effective Sept. 30, 2016.
Stengel will report to Ally Chief Executive Officer Jeffrey Brown,
be based in Charlotte, N.C., and have responsibility for all legal
and corporate governance matters.
"Bill has provided outstanding counsel to Ally for over two
decades, and has helped guide the company through many meaningful
transformation efforts in more recent years. I thank him for the
service and guidance he has provided to the company during his
tenure," said Brown. "We are pleased to welcome Scott to the Ally
team as Bill transitions to his retirement. Scott brings key
experience in consumer finance, as well as in banking and
regulatory matters to Ally as we continue to expand our product
offerings. He is an accomplished leader, and he will be a great
addition to our management team."
Stengel, 44, joins Ally from Kansas City, Mo. based UMB Financial
Corporation where he was the executive vice president, general
counsel and corporate secretary. Prior to his time at UMB
Financial, he was a partner at King & Spalding and a partner at
Orrick, Herrington & Sutcliffe in Washington, D.C. He began his
career as a judicial law clerk for the Honorable Douglas O. Tice,
Jr. in Richmond, Va.
Mr. Solomon will receive his standard monthly base salary, plus a
monthly retention and transition bonus of $228,750 per month
through Sept. 30, 2016, and will be entitled to his existing
severance benefits upon his retirement on Sept. 30, 2016.
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
Ally reported net income of $1.28 billion on $4.86 billion of total
net revenue for the year ended Dec. 31, 2015, compared to net
income of $1.15 billion on $4.65 billion of total net revenue for
the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had
$158.58 billion in total assets, $145.14 billion in total
liabilities and $13.43 billion in total equity.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
AMERICAN POWER: Inks Employment Agreements with CEO and CFO
-----------------------------------------------------------
American Power Group Corporation entered into an employment
agreement with each of Lyle E. Jensen, its president and chief
executive officer, and Charles E. Coppa, its chief financial
officer and treasurer.
As disclosed in a regulatory filing with the Securities and
Exchange Commission, Mr. Jensen's annual base salary will remain at
$262,500 and he will be eligible to participate in the Company's
annual bonus program beginning with the fiscal year ending Sept.
30, 2017. Mr. Jensen's outstanding grants of options have been
terminated, and Mr. Jensen will be granted the following options:
(i) options to purchase up to 900,000 shares of the Company's
common stock, which options shall be immediately exercisable; (ii)
options to purchase up to 2,100,000 shares of the Company's common
stock, which options shall vest in equal annual installments over a
period of five years; and (iii) options to purchase up to 3,000,000
shares of the Company's common stock, which options shall vest in
four installments upon Mr. Jensen achieving certain annual
performance milestones as determined annually by the Company's
Board of Directors beginning with the fiscal year ending September
30, 2017. All options will be granted with an exercise price equal
to the fair market value of the common stock as of the date of
grant. In addition, all options will be granted under the
Company's 2016 Equity Incentive Plan and will be terminated and
extinguished if the 2016 Equity Incentive Plan is not approved by
the Company's stockholders within one year after the date such plan
was approved by the Board of Directors.
Mr. Coppa's annual base salary will remain at $170,000 and he will
be eligible to participate in the Company's annual bonus program
beginning with the fiscal year ending Sept. 30, 2017. Mr. Coppa's
outstanding grants of options have been terminated, and Mr. Coppa
will be granted the following options: (i) options to purchase up
to 700,000 shares of the Company's common stock, which options
shall be immediately exercisable; (ii) options to purchase up to
500,000 shares of the Company's common stock, which options shall
vest in equal annual installments over a period of five years; and
(iii) options to purchase up to 800,000 shares of the Company's
common stock, which options shall vest in four installments upon
Mr. Coppa achieving certain annual performance milestones as
determined annually by the Company's Board of Directors beginning
with the fiscal year ending Sept. 30, 2017. All options will be
granted with an exercise price equal to the fair market value of
the common stock as of the date of grant. In addition, all options
will be granted under the Company's 2016 Equity Incentive Plan and
shall be terminated and extinguished if the 2016 Equity Incentive
Plan is not approved by the Company's stockholders within one year
after the date such plan was approved by the Board of Directors.
The employment agreements will have an initial term ending Oct. 1,
2017, and may be renewed by the Company for additional one year
terms.
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.
AMPLIPHI BIOSCIENCES: To Sell up to $75M Worth of Securities
------------------------------------------------------------
AmpliPhi Biosciences Corporation filed with the Securities and
Exchange Commission a Form S-3 registration statement relating to
the offering of up to an aggregate of $75,000,000 of its common
stock or warrants to purchase common stock, individually or in
units, in amounts, at prices and on terms described in one or more
supplements to this prospectus.
The Company's common stock is traded on the NYSE MKT under the
trading symbol "APHB." On April 27, 2016, the last reported sale
price of the Company's common stock on the NYSE MKT was $3.20. The
applicable prospectus supplement will contain information, where
applicable, as to other listings, if any, on the NYSE MKT or other
securities exchanges of the securities covered by the prospectus
supplement.
A full-text copy of the Form S-3 prospectus is available at:
http://is.gd/2eXq2C
About AmpliPhi
AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics. It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting. The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections. AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.
Ampliphi Biosciences reported a net loss attributable to common
stockholders of $10.79 million on $475,000 of revenue for the year
ended Dec. 31, 2015, compared to net income attributable to common
stockholders of $21.8 million on $409,000 of revenue for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, AmpliPhi had $31.5
million in total assets, $6.88 million in total liabilities, $11.89
million in series B convertible preferred stock, and $12.7 million
in total stockholders' equity.
Ernst & Young LLP, in Richmond, Virginia, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company has
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
AOG ENTERTAINMENT: Appoints KCC as Claims and Noticing Agent
------------------------------------------------------------
AOG Entertainment, Inc., et al., seek permission from the
Bankruptcy Court to retain Kurtzman Carson Consultants LLC as
claims and noticing agent in order to assume full responsibility
for the distribution of notices and the maintenance, processing and
docketing of claims filed in their Chapter 11 cases, in view of the
number of anticipated claimants and the size and complexity of
their businesses.
By appointing KCC, the Debtors expect that the distribution of
notices and the processing of claims will be significantly
expedited, and the Office of the Clerk of the Bankruptcy Court for
the Southern District of New York will be relieved of the
administrative burden of processing what may be an overwhelming
number of claims.
Prior to the Petition Date, the Debtors provided KCC with a
retainer of $20,000. The Claims and Noticing Agent seeks to first
apply the retainer to all prepetition invoices, and thereafter, to
have the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Agreement during the
Chapter 11 cases as security for the payment of fees and expenses
incurred under the Agreement.
The Debtors request that the undisputed fees and expenses incurred
by KCC in the performance of the services be treated as
administrative expenses of their estates and be paid in the
ordinary course of business without further application to or order
of the Court.
KCC represents it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is to be engaged.
About AOG Entertainment
CORE Entertainment Inc. and its Debtor and non-Debtor subsidiaries
own, produce, develop and commercially exploit entertainment
content. The Company's portfolio of world-class brands and
entertainment properties includes participation in the
"IDOL"-branded shows, including American Idol, Deutschland sucht
den Superstar, Nouvelle Star and more than fifty other franchises
shown around the world, and the popular television series "So You
Think You Can Dance". The Company conducts its primary business
activities through its subsidiary groups, including 19
Entertainment.
The Debtors estimated assets and liabilities in the range of $100
million to $500 million.
The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.
The cases are pending joint administration under AOG Entertainment,
Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein.
AOG ENTERTAINMENT: Asks for 30-Day Extension to File Schedules
--------------------------------------------------------------
AOG Entertainment, Inc., et al., asked the Bankruptcy Court to
extend their deadline to file their schedules of assets and
liabilities and statements of financial affairs by 30 days, through
June 13, 2016. Due to the complexity and diversity of their
operations, involving 48 debtor entities, the Debtors anticipate
they will be unable to complete their Schedules and SOFAs by the
current deadline imposed by Bankruptcy Rule 1007(c).
"Given the substantial burden already imposed on the Debtors'
management by the commencement of these chapter 11 cases, the
limited number of employees available to collect the required
information, the competing demands upon such employees, and the
fact that the Debtors have a substantial number of creditors,
including creditors located abroad, the Debtors submit that "cause"
exists to extend the Schedules Deadline," said Matthew A. Feldman,
Esq., at Willkie Farr & Gallagher LLP, counsel for the Debtors.
About AOG Entertainment
CORE Entertainment Inc. and its Debtor and non-Debtor subsidiaries
own, produce, develop and commercially exploit entertainment
content. The Company's portfolio of world-class brands and
entertainment properties includes participation in the
"IDOL"-branded shows, including American Idol, Deutschland sucht
den Superstar, Nouvelle Star and more than fifty other franchises
shown around the world, and the popular television series "So You
Think You Can Dance". The Company conducts its primary business
activities through its subsidiary groups, including 19
Entertainment.
The Debtors estimated assets and liabilities in the range of $100
million to $500 million.
The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.
The cases are pending joint administration under AOG Entertainment,
Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein.
AOG ENTERTAINMENT: Seeks Joint Administration of Cases
------------------------------------------------------
AOG Entertainment, Inc., et al., asked the Bankruptcy Court to
enter an order directing the consolidation of their Chapter 11
cases for procedural purposes.
According to Court documents, each of the Debtors is a co-obligor
under their prepetition credit facilities, either as a borrower or
guarantor. In addition, the Debtors collectively operate an
integrated business and the treatment of certain contracts and
business relationships of a single Debtor may impact the assets and
operations of other Debtors.
The Debtors anticipate that practically all of the motions,
hearings and matters involved in these Chapter 11 cases will
affect all of them.
"If approved, joint administration will reduce costs, facilitate
administrative efficiency and avoid procedural problems otherwise
attendant to the administration of separate but related chapter 11
cases," said Matthew A. Feldman, Esq., at Willkie Farr & Gallagher
LLP, counsel for the Debtors.
The Debtors request that one file and one docket be maintained for
all of the jointly administered cases under the case of AOG
Entertainment, Inc.
The Debtors also seek authority to file the monthly operating
reports required by the Operating Guidelines and Financial
Reporting Requirements promulgated by the office of the United
States Trustee on a consolidated basis.
About AOG Entertainment
CORE Entertainment Inc. and its Debtor and non-Debtor subsidiaries
own, produce, develop and commercially exploit entertainment
content. The Company's portfolio of world-class brands and
entertainment properties includes participation in the
"IDOL"-branded shows, including American Idol, Deutschland sucht
den Superstar, Nouvelle Star and more than fifty other franchises
shown around the world, and the popular television series "So You
Think You Can Dance". The Company conducts its primary business
activities through its subsidiary groups, including 19
Entertainment.
The Debtors estimated assets and liabilities in the range of $100
million to $500 million.
The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.
AOG ENTERTAINMENT: Seeks OK of Cash Collateral Use Stipulation
--------------------------------------------------------------
AOG Entertainment, Inc., et al., asked the Bankruptcy Court to
approve their agreement with certain first lien lenders that are
party to the First Lien Term Loan Agreement, dated as Dec. 9, 2011,
U.S. Bank (successor by appointment to Goldman Sachs Bank USA), as
administrative agent and collateral agent for the First Lien
Lenders, certain second lien lenders under the Second Lien Term
Loan Agreement, dated as of Dec. 9, 2011, and U.S. Bank (successor
by appointment to Goldman Sachs Bank USA), as administrative agent
and collateral agent for the Second Lien Lenders, regarding their
use of cash and Cash Collateral.
The Debtors intend to use cash to, among other things, permit the
orderly continuation of their businesses, make payroll and satisfy
other working capital and general corporate purposes.
The Prepetition Secured Parties assert that substantially all of
the Debtors' cash, including without limitation, all cash and other
amounts on deposit or maintained by the Debtors in any account or
accounts with any Prepetition Secured Party and any cash proceeds
of the disposition of any Prepetition Collateral within the
possession of the Debtors, constitute proceeds of the Prepetition
Collateral and, therefore, are their cash collateral within the
meaning of Section 363(a) of the Bankruptcy Code.
The Debtors dispute that, except for Restricted Cash, their cash
existing as of the Petition Date constitutes cash collateral of the
Prepetition Secured Parties and, therefore, the Debtors believe
that they do not require the consent of any Prepetition Secured
Party to use such cash.
To avoid disputes over this issue, the First Lien Participating
Lenders and Crestview Media Investors, L.P., a First Lien Lender
and a Second Lien Lender that holds approximately 79.2% of the
aggregate principal amount of debt outstanding under the Second
Lien Documents, have agreed concerning the Debtors' use of cash and
the provision of adequate protection to the Prepetition Secured
Parties to the extent such cash constitutes cash collateral.
By entering into the Stipulation, the Debtors are not waiving any
rights, claims or defenses with respect to the Prepetition Secured
Parties' position on this issue.
Stipulation
The Stipulation provides, as security for the payment of the First
Lien Adequate Protection Obligations, the First Lien Agent a valid,
perfected replacement security interest in and lien on (a) all of
the Collateral and (b) all tangible and intangible prepetition and
postpetition property of the Debtors, whether existing on or as of
the Petition Date or thereafter acquired, that is not subject to
either (i) valid, perfected, non-avoidable and enforceable liens in
existence on or as of the Petition Date, or (ii) valid liens
perfected subsequent to the Petition Date as permitted by Section
546(b) of the Bankruptcy Code.
The Stipulation provides that the First Lien Adequate Protection
Obligations will constitute superpriority claims as provided in
Section 507(b) of the Bankruptcy Code, with priority in payment
over any and all administrative expenses of the kinds specified or
ordered pursuant to any provision of the Bankruptcy Code.
The First Lien Adequate Protection Obligations may be satisfied in
a plan of reorganization confirmed in these Cases in the manner set
forth in such plan if holders of at least 66.67% (by amount) and
more than one half (by number of holders) of the First Lien
Adequate Protection Obligations consent to such treatment.
Proposed Counsel for the Debtors:
Matthew A. Feldman, Esq.
Paul V. Shalhoub, Esq.
Andrew S. Mordkoff, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 728-8000
Fax: (212) 728-8111
E-mail: mfeldman@willkie.com
pshalhoub@willkie.com
amordkoff@willkie.com
Counsel for the Ad Hoc Group:
David A. Fidler, Esq.
Lee R. Bogdanoff, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars
Thirty-Ninth Floor
Los Angeles, CA 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
E-mail: dfidler@ktbslaw.com
lbogdanoff@ktbslaw.com
Counsel to Crestview Media Investors, L.P:
Eric Winston, Esq.
Scott Shelley, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, LLP
865 S. Figueroa Street
10th Floor
Los Angeles, CA 90017
Tel: (213) 443-3000
Fax: (213) 443-3100
E-mail: ericwinston@quinnemanuel.com
scottshelley@quinnemanuel.com
About AOG Entertainment
CORE Entertainment Inc. and its Debtor and non-Debtor subsidiaries
own, produce, develop and commercially exploit entertainment
content. The Company's portfolio of world-class brands and
entertainment properties includes participation in the
"IDOL"-branded shows, including American Idol, Deutschland sucht
den Superstar, Nouvelle Star and more than fifty other franchises
shown around the world, and the popular television series "So You
Think You Can Dance". The Company conducts its primary business
activities through its subsidiary groups, including 19
Entertainment.
The Debtors estimated assets and liabilities in the range of $100
million to $500 million.
The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.
The cases are pending joint administration under AOG Entertainment,
Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein.
AOG ENTERTAINMENT: Wants to Pay $781,000 Critical Vendor Claims
---------------------------------------------------------------
AOG Entertainment, Inc., et al., seek permission from the
Bankruptcy Court to pay prepetition amounts due and owing to
certain critical vendors that provide services and materials
essential to their business operations. Those vendors include,
among others, the various television programs' irreplaceable talent
particularly the current season of So You Think You Can Dance, Sing
It On, and Caraoke Showdown, which are currently in production in
Los Angeles.
As of the Petition Date, the Debtors estimate that the Trade Claims
total approximately $781,000. The Debtors propose to pay $500,000
Trade Claims on an interim basis.
"Television productions are high-stakes enterprises, and any delay
or disruption to the Programs would be catastrophic to the Debtors'
businesses, and result in an irreparable loss of revenue and
profit," said Matthew A. Feldman, Esq., at Willkie Farr & Gallagher
LLP, counsel to the Debtors.
The Debtors believe that the Trade Claimants will refuse to
continue to work with them postpetition unless some or all of these
claims are paid.
Moreover, the Debtors propose to condition the payment of Trade
Claims on the agreement of individual Trade Claimants to supply
materials, supplies and services to the Debtors on the most
favorable trade terms that such Trade Claimant offered to the
Debtors prior to the Petition Date.
About AOG Entertainment
CORE Entertainment Inc. and its Debtor and non-Debtor subsidiaries
own, produce, develop and commercially exploit entertainment
content. The Company's portfolio of world-class brands and
entertainment properties includes participation in the
"IDOL"-branded shows, including American Idol, Deutschland sucht
den Superstar, Nouvelle Star and more than fifty other franchises
shown around the world, and the popular television series "So You
Think You Can Dance". The Company conducts its primary business
activities through its subsidiary groups, including 19
Entertainment.
The Debtors estimated assets and liabilities in the range of $100
million to $500 million.
The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.
The cases are pending joint administration under AOG Entertainment,
Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein.
APRICUS BIOSCIENCES: Adopts Employee Retention Program
------------------------------------------------------
The Board of Directors of Apricus Biosciences, Inc. adopted a
retention program in order to retain and incentivize the Company's
employees to achieve its strategic objectives regarding Vitaros,
according to a Form 8-K report filed with the Securities and
Exchange Commission.
The Board recognizes that nearly all current stock option awards
held by the Company's employees have exercise prices significantly
above the recent trading prices of the Company's common stock. As
a result, those equity awards hold little or no retention value for
the Company's employees. Since retaining the Company's employees
is critical to its success and the achievement of its key corporate
objectives, the Board determined that a retention program focused
on equity incentives was most appropriate. Under the retention
program, the Board granted restricted stock units to the following
members of the Company's management team and other employees:
Name Title Restricted Stock Units
---- ----- ----------------------
Richard Pascoe Chief Executive Officer 350,000
and Secretary
Brian Dorsey Senior Vice President, 250,000
Chief Development Officer
Neil Morton Senior Vice President, 100,000
Chief Business Officer
Catherine Vice President 50,000
Bovenizer and Chief Accounting Officer
All other 250,000
employees (in the aggregate)
One half of the RSUs will vest if the Company receives marketing
approval of Vitaros in the United States by the Food and Drug
Administration on or before Dec. 31, 2018, and the remaining half
will vest on Jan. 1, 2018. The RSUs are subject to the employee's
continued employment with the Company through the applicable date
and subject to accelerated vesting upon a change in control of the
Company. The RSUs granted to the Company's officers named above
are also subject to accelerated vesting pursuant to the terms of
their existing employment agreements.
One half of the RSUs will vest if the Company receives marketing
approval of Vitaros in the United States by the Food and Drug
Administration on or before Dec. 31, 2018, and the remaining half
will vest on Jan. 1, 2018. The RSUs are subject to the employee's
continued employment with the Company through the applicable date
and subject to accelerated vesting upon a change in control of the
Company. The RSUs granted to the Company's officers named above
are also subject to accelerated vesting pursuant to the terms of
their existing employment agreements.
About Apricus Biosciences
Apricus Biosciences, Inc. is a Nevada corporation that was
initially formed in 1987. The Company has operated in the
pharmaceutical industry since 1995. The Company's current focus is
on the development and commercialization of innovative products and
product candidates in the areas of urology and rheumatology. The
Company's proprietary drug delivery technology is a permeation
enhancer called NexACT.
Apricus reported a net loss of $19.02 million in 2015, a net loss
of $21.78 million in 2014 and a net loss of $16.93 million in 2013.
As of Dec. 31, 2015, Apricus had $7.85 million in total assets,
$17.79 million in total liabilities and a total stockholders'
deficit of $9.94 million.
BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has negative working
capital and has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.
APRICUS BIOSCIENCES: Unit Cancels License Agreement with Takeda
---------------------------------------------------------------
Apricus Biosciences, Inc.'s wholly-owned subsidiary, NexMed
(U.S.A.), Inc. and Takeda Pharmaceuticals International AG mutually
agreed to terminate the exclusive license agreement, previously
entered into in September 2012, whereby NexMed granted Takeda
exclusive rights to market NexMed's Vitaros drug for the treatment
of erectile dysfunction in the United Kingdom.
In addition, on April 25, 2016, NexMed entered into an amendment to
the distribution agreement with Ferring International Center S.A.,
whereby NexMed extended Ferring's exclusive rights to market
NexMed's Vitaros drug for the treatment of erectile dysfunction in
Latin America and certain Caribbean countries to now include the
United Kingdom.
Under the terms of the agreement, NexMed will receive an additional
upfront payment of $250,000 from Ferring for the United Kingdom
rights. NexMed is also eligible to receive up to $16 million in
regulatory and sales milestone payments, plus high single-digit to
low double-digit royalties based on Ferring's net sales of the
product in the Territory. Ferring has agreed to obtain all
necessary regulatory marketing approvals.
These transactions are part of the Company's ongoing effort to
enhance the global Vitaros brand, improve operating efficiencies,
and insure that Vitaros is available to patients in licensed
territories where the product is approved for marketing by the
regulatory authorities.
About Apricus Biosciences
Apricus Biosciences, Inc. is a Nevada corporation that was
initially formed in 1987. The Company has operated in the
pharmaceutical industry since 1995. The Company's current focus is
on the development and commercialization of innovative products and
product candidates in the areas of urology and rheumatology. The
Company's proprietary drug delivery technology is a permeation
enhancer called NexACT.
Apricus reported a net loss of $19.02 million in 2015, a net loss
of $21.78 million in 2014 and a net loss of $16.93 million in 2013.
As of Dec. 31, 2015, Apricus had $7.85 million in total assets,
$17.79 million in total liabilities and a total stockholders'
deficit of $9.94 million.
BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has negative working
capital and has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.
ARCHDIOCESE OF ST. PAUL: Committee's Bid to Hire Deloitte Denied
----------------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota denied the application filed by the Official
Committee of Unsecured Creditors appointed in the bankruptcy case
of The Archdiocese of Saint Paul and Minneapolis to retain
Deloitte
Transactions and Business Analytics LLP as financial advisor.
For reasons stated orally and recorded in open court, the proposed
employment of Deloitte is not approved, Judge Kressel opined.
The Official Parish Committee of Unsecured Creditors, The Church of
St. Patrick of Edina, Minnesota and Mary Jo A. Jensen-Carter, Esq.,
attorney for the Parish Group -- which consists of parishes located
in the Archdiocese of Saint Paul and Minneapolis -- file an
objection to the motion of the Unsecured Creditors Committee of The
Archdiocese of St. Paul and Minneapolis, to retain Deloitte
Transactions and Business Analytics LLP as financial advisor to the
UCC.
The Parish Committee indicated that the UCC's motion does not
address the reasons the court denied the previous application.
Primarily, the UCC still has not demonstrated an undue complexity
of the debtor's assets or financial affairs to warrant the need for
Deloitte's services. While the UCC has sought to provide more
detail as to the services Deloitte would provide, it is clear from
this additional detail that there would be very little limitation
on Deloitte's scope of services and its retention will cause a
significant expense, as previously feared by the court. The motion
does not provide an estimate of the cost of Deloitte's services.
The Official Parish Committee is represented by:
Dennis O'Brien, Esq.
MANTY & ASSOCIATES, P.A.
401 Second Avenue North, Suite 400
Minneapolis, MN 55401
The Church of St. Patrick of Edina, Minnesota is represented by:
Paul L. Ratelle, Esq.
FABYANSKE,WESTRA, HART & THOMSON, P.A.
333 South Seventh Street
Suite 2600
Minneapolis, MN 55402
Tel: (612) 359-7600
Fax: (612) 359-7602
The Parish Group is represented by:
Mary Jo A. Jensen-Carter, Esq.
BUCKLEY & JENSEN
1257 Gun Club Road
White Bear Lake, MN 55110
Tel: (651) 486-7475
About the Archdiocese of Saint Paul
and Minneapolis
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and parishes
are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
U.S. Trustee for Region 12 appointed five creditors to serve on the
official committee of unsecured creditors.
The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors. Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
ASPECT SOFTWARE: Claims Bar Date Set for May 31
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set May 31,
2016, at 5:00 p.m. (prevailing Eastern Time) as last day for
persons or entities to file proofs of claim against Aspect Software
Parent Inc. and its debtor-affiliates.
The Court also set Sept. 6, 2016, at 5:00 p.m. (prevailing Eastern
Time) as deadline for all governmental units to file their claims.
Each proof of claim must be filed:
a) electronically via interface available at
https://cases.primeclerk.com/aspect/EPOC-Index; or
b) by U.S. Mail or other hand delivery system at:
Aspect Software Parent Inc.
Claims Processing Center
c/o Prime Clerk LLC
830 Third Avenue, 3rd Floor
New York, New York 10022
About Aspect Software
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed
the petitions as executive vice president and chief financial
officer.
The Debtors are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Joshua A.
Sussberg, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland &
Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Esq., and
William A. Guerrieri, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois. The Debtors also tapped Alix Partners, LLP as financial
advisor, Jefferies LLC as investment banker and Prime Clerk LLC as
claims, notice, and balloting agent.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Aspect Software Parent, Inc.
ATKORE INTERNATIONAL: S&P Revises Outlook to Pos. & Affirms B CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Atkore International Inc. to positive from stable and
affirmed its 'B' corporate credit rating on the company.
S&P also affirmed its 'B' issue-level rating on the company's
first-lien term loan, with a recovery rating of '3', indicating
S&P's expectation for meaningful (lower half of the 50% to 70%
range) recovery in the event of payment default. At the same time,
S&P affirmed its 'CCC+' issue-level rating on the company's
second-lien term loan, with a recovery rating of '6', indicating
S&P's expectation for negligible (0% to 10%) recovery in the event
of payment default.
"The positive outlook reflects our expectation that Atkore
International Inc.'s operating performance will improve over the
next year, with the progressive strengthening of the nonresidential
construction sector," said Standard & Poor's credit analyst
Patricia Mendonca. "Based on these expectations, we estimate
leverage ratios could decrease to a range compatible with the
mid-range aggressive financial risk category (compared to the
current highly leveraged). Specifically, we estimate Atkore will
produce FFO to debt averaging between 14% and 16% and debt to
EBITDA in the 4.5x to 5x range in fiscal 2016."
S&P could raise the rating if the company were able to maintain
debt leverage at less than 5x and increase FFO to debt to more than
12% on a sustained basis. This could occur either through an
initial public offering that reduced debt or as a result of
improved results coupled with a commitment by the owners to
maintain measures within those expectations.
A negative rating action would likely result from a deterioration
in operating conditions from current levels or a debt-financed
acquisition, leading to a leverage ratio above 5x and FFO to debt
below 12%. Consequently, S&P would bring the outlook back to
stable.
AVENUE C TENANTS: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: Avenue C Tenants HDFC
73-75 Avenue C
New York, NY 10009
Case No.: 16-11209
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 29, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Stuart M. Bernstein
Debtor's Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK, P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Fax: (212) 956-2164
E-mail: amg@robinsonbrog.com
Total Assets: $2.04 million
Total Liabilities: $1.28 million
The petition was signed by Herman Hewitt, senior vice president.
A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb16-11209.pdf
B. L. GUSTAFSON: Court Extends Plan Exclusivity to July 25
----------------------------------------------------------
At the behest of debtor B. L. Gustafson LLC, Bankruptcy Judge
Thomas P. Agresti of the U.S. Bankruptcy Court for the Western
District of Pennsylvania ordered that the Debtor's exclusive right
to file a Plan of Reorganization is extended to July 25, 2016, and
the Debtor's exclusive right to obtain acceptances to the Plan is
extended to September 23, 2016. This Order is without prejudice to
the Debtor's right to request further extensions of time if
necessary and appropriate.
B.L. Gustafson, LLC filed a Chapter 11 petition (Bankr. W.D. Penn.
Case No. 15-11361) on December 28, 2015, and is represented by:
KNOX McLAUGHLIN GORNALL & SENNETT, P.C.
John F. Kroto, Esq.
Guy C. Fustine, Esq.
120 West Tenth Street
Erie, PA 16501-1461
Tel: (814) 459-2800
E-mail: jkroto@kmgslaw.com
gfustine@kmgslaw.com
BAY CIRCLE: Asks Court to Extend Plan Exclusivity to Aug. 15
------------------------------------------------------------
Debtors Bay Circle Properties, LLC, DCT Systems Group, LLC,
Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, ask
the U.S. Bankruptcy Court for the Northern District of Georgia to
extend the exclusive period for the Debtors to file their plans of
reorganization through August 16, 2016, and the exclusive period
for the Debtors to obtain confirmation of their plans through
December 15, 2016.
This is the Debtors' fourth request for extension.
By Order entered March 14, 2016, the Court extended the exclusive
period in which the Debtors may file plans of reorganization
through and including May 16, 2016, and extending the exclusive
period to obtain confirmation of such plans of reorganization
through and including August 15, 2016.
The Debtors now tell the Court that, despite their best efforts,
they will not be able to propose plans of reorganization on or
before May 16, 2016. Accordingly, the Debtors request an extension
of the exclusive period for them to file their plans through August
15, 2016 and the exclusive period for them to obtain confirmation
of their plans of reorganization through December 15, 2016.
The Debtors relate that Wells Fargo, N.A. originally held a secured
claim encumbering a large portion of the real property owned by the
Debtors. On April 11, 2016, the Court approved the Debtors'
execution and delivery of the Loan Purchase and Sale Agreement
whereby Bay Point Capital Partners, LP intends to purchase the
promissory note and related security deeds from Wells Fargo. The
purchase and sale has not yet closed.
Since the Petition Date, the Debtors have worked with Wells on a
resolution of its over-secured claim and also with Bay Point
Capital Partners, LP to reach a resolution that will allow the
Debtors to propose plans of reorganization. The Debtors are
unable to develop plans of reorganization prior to the transaction
with Bay Point Capital Partners, LP.
They also relate that on July 30, 2015, Good Gateway, LLC filed
proofs of claim against all the Debtors asserting secured claims
for $2,500,000. The claims attached no supporting documents and
provided no basis for the claim other than "Judgment". The claims
asserted that they were secured by real property and "other" which
was described in the claim as "#2010CA015315-0 Orange County, FL."
On July 30, 2015, SEG Gateway, LLC filed proofs of claim against
all the Debtors asserting secured claims for $12,000,000. The
claims attached no supporting documents and provided no basis for
the claim other than "Judgment". The claims asserted that they
were secured by real property and "other" which was described in
the claim as "#2010CA015315-O Orange County, FL."
On September 17, 2015, Debtors NRCT, Nilhan, DCT and Sugarloaf
filed objections to the SEG and Good claims. The claim objections
were set for hearing on October 22, 2015. At the hearing, the
Court provided SEG and Good with the opportunity to amend their
proofs of claim to better set forth the basis for any claim they
may have against the Debtors for fraudulent transfers. The Court
also re-set the hearing on the objections to claim until December
10, 2015.
On November 25, 2015, SEG and Good filed second amended proofs of
claim against all the Debtors stating that the claims were now
based in alter ego, recovery of fraudulent conveyances, and
conspiracy. At the hearing on December 10, 2016, the Court advised
the claimants that they needed to either file an adversary
proceeding or seek stay relief to liquidate their claims in state
court.
On January 22, 2016, SEG and Good filed a motion for relief from
the automatic stay seeking leave to liquidate the claims against
all of the Debtors in the United States Bankruptcy Court for the
for the Middle District of Florida in two bankruptcy cases pending
in that Court. A hearing on the Stay Motion was held February 18,
2016, during which the Court directed the parties to file briefs
within 30 days, addressing certain legal issues. The parties filed
their briefs and the Stay Motion is coming before the Court for
hearing on May 12, 2014.
The Debtors' claim objections have yet to be resolved which
significantly impacts the Debtors' preparation of plans.
Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16
different real properties including significant undeveloped
acreage. The properties also include office/warehouse buildings,
retail shopping centers and free standing single tenant buildings.
They filed separate Chapter 11 bankruptcy petitions (Bankr. N.D.
Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The cases are
jointly administered.
John A. Christy, Esq.
J. Carole Thompson Hord, Esq.
Jonathan A. Akins, Esq.
SCHREEDER, WHEELER & FLINT, LLP
1100 Peachtree Street, Suite 800
Atlanta, GA 30309-4516
Tel: 404-681-3450
Fax: 404 681 1046
E-mail: jchristy@swfllp.com
chord@swfllp.com
jakins@swfllp.com
In its petition, Bay Circle estimated $1 million to $10 million in
both assets and liabilities. The petitions were signed by Chuck
Thakkar, manager.
BUCKSPORT GENERATION: Can Have $400K Premium Financing with AFCO
----------------------------------------------------------------
Honorable Peter G. Cary of the U.S. Bankruptcy Court for the
District of Maine authorized Bucksport Generation LLC to enter into
a premium financing arrangement with AFCO Credit Corporation.
The Debtor's Motion states: "Pursuant to the Agreement, AFCO will
provide financing to the Debtor for the purchase of the Policy
which is essential for the Debtor to satisfy its obligations under
the Co-Owners Agreement and fulfill its duties as a
debtor-in-possession . . . the total premium amount is $400,000 and
the total to be financed is $280,000…the Debtor will become
obligated to pay AFCO a balance of $284,253, after a down payment
of $120,000. The balance will be paid in eight (8) monthly
installments of $25,531 each . . . As collateral to secure the
repayment of the indebtedness under the Agreement, the Debtor will,
with the Court's approval, grant AFCO a security interest in: (a)
any and all unearned premiums or dividends which may become payable
for any reason under all insurance policies financed by AFCO, (b)
loss payments which reduce the unearned premiums, subject to any
mortgagee or loss payee interests and (c) any interest in any state
guarantee fund relating to any financed policy". . . Pursuant to
the terms of the Agreement, the Debtor will appoint AFCO as its
attorney-in-fact with the irrevocable power to cancel the Policy
and collect unearned premiums in the event the Debtor is in default
of its obligations under the Agreement."
Bucksport Generation LLC is represented by:
Robert J. Keach, Esq.
Jessica A. Lewis, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON
100 Middle St., PO Box 9729
Portland, Maine 04104-5029
Telephone: (207) 774-1200
Email: rkeach@bernsteinshur.com
jlewis@bernsteinshur.com
About Bucksport Generation
Bucksport Generation LLC, an energy plant operator, filed Chapter
11 bankruptcy petition (Bankr. D. Maine Case No. 15-10802) on Nov.
3, 2015. The petition was signed by Kyle E. Nenninger as project
manager. The Debtor estimates both assets and liabilities in the
range of $10 million to $50 million.
The Debtor has engaged Bernstein, Shur, Sawyer & Nelson, P.A. as
counsel.
Judge Peter G Cary is assigned to the case.
CANADIAN ENERGY: S&P Lowers CCR to 'B-', Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit and senior unsecured debt rating on Calgary,
Alta.-based consumable chemical solutions provider Canadian Energy
Services & Technology Corp. (CESTC) to 'B-' from 'B'. The outlook
is stable. At the same time, Standard & Poor's revised its
financial risk profile assessment on the company to highly
leveraged from aggressive. The recovery rating on the senior
unsecured debt is unchanged at '4', indicating S&P's expectation of
average (30%-50%; at the lower end of the range) recovery under our
default scenario.
"The decision to lower the ratings reflects our view of CESTC's
weakened prospective cash flow metrics and overall financial risk
profile," said Standard & Poor's credit analyst Michelle Dathorne.
"We expect reduced revenues and EBITDA, as well as deteriorating
operating margins to hamper the company's credit profile and rating
through 2017," Ms. Dathorne added.
"The vulnerable business risk profile, which is unchanged, reflects
our view of the small scale of the company's North American
operations, despite its large market share in Canada; and our
expectation of reduced EBITDA and margins through 2017, because we
do not expect cost reductions to fully offset the adverse effect of
revenue declines. We consider CESTC's geographic and operating
diversity to be fairly narrow when compared with those of midsize
and major oilfield service providers, because its product offering
is limited to drilling fluids and production and specialty
chemicals. Nevertheless, we expect some revenue stability
associated with the production and specialty chemicals business,
which provides services focused on oil and gas production. In
addition, revenue and cash flows associated with pipeline care and
maintenance services should be fairly stable in 2016 and 2017. In
2016, we expect the company to generate C$55 million-C$65 million
in EBITDA and adjusted EBITDA margins of 10%-12%," S&P said.
CESTC's highly leveraged financial risk profile reflects S&P's
opinion of the forecast deterioration in cash flow generation
during S&P's 2016-2018 cash flow forecast period, which have
elevated credit metrics despite relatively stable debt levels. S&P
expects the company's credit metrics to be significantly weaker
through 2017 as lower crude oil and natural gas prices continue to
affect exploration and production (E&P) activity and pressure
earnings and cash flows. Under S&P's base-case scenario, it
expects CESTC to generate FFO to debt of about 10%-15% and debt to
EBITDA of above 5x through 2017.
Despite S&P's expectations of reduced cash flow generation,
decreased EBITDA margins, and weakened credit metrics relative to
those of S&P's previous forecast, the stable outlook reflects
Standard & Poor's view that CESTC's overall financial risk profile
will remain commensurate with S&P's expectations of a 'B-' rating.
Specifically, S&P expects the company will generate sufficient cash
flow and maintain ample liquidity to fund its financing
obligations, capital spending, and dividend payments. Furthermore,
S&P expects CESTC's FFO-to-debt will remain about 10% in 2016 but
improve slightly in 2017, with revenue and cash flow increases
resulting from the marginal improvement in S&P's hydrocarbon price
assumptions.
S&P would lower the ratings if CESTC's liquidity position
deteriorated such that the company was not able to fund its fixed
charges and minimum sustaining capital requirements. Specifically,
a negative rating action could occur if S&P's estimate of CESTC's
three-year, weighted-average FFO-to-debt ratio fell below 6%, and
S&P expected the company's cash flow metrics to remain at these
reduced levels consistently. Should this occur, S&P would view the
capital structure as unsustainable.
Although highly unlikely during the next year, S&P could raise the
ratings if CESTC improves its operating performance such that its
FFO-to-debt sustainably improves to about 20%. An upgrade would
also be contingent on the company maintaining adequate liquidity,
with sources of cash sufficient to cover uses by at least 1.2x over
the following 12 months, with no material increase in the
volatility of its EBITDA.
CANCER GENETICS: Amends 2015 Annual Report
------------------------------------------
Cancer Genetics, Inc. filed an amendment to its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2015, to include
the information required by Item 10 - "Directors, Executive
Officers and Corporate Governance", Item 11 - "Executive
Compensation", Item 12 - "Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters", Item 13 -
"Certain Relationships and Related Transactions, and Director
Independence" and Item 14 - "Principal Accounting Fees and
Services" of Part III of Form 10-K. A copy of the Form 10-K/A is
available for free at http://is.gd/cRj8yr
About Cancer Genetics
Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.
Cancer Genetics reported a net loss of $20.2 million on $18.0
million of revenue for the year ended Dec. 31, 2015, compared to a
net loss of $16.6 million on $10.2 million of revenue for the year
ended Dec. 31, 2014.
As of Dec. 31, 2015, Cancer Genetics had $48.9 million in total
assets, $15.9 million in total liabilities and $33.0 million in
total stockholders' equity.
CANYON COS: S&P Revises Outlook to Negative & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to negative
from stable and affirmed its 'B' corporate credit rating on
Luxembourg-based Canyon Cos. S.ar.l. (Cision).
At the same time, S&P assigned a 'B+' issue-level rating to the
company's first-lien credit facilities. (The borrowing entity is
GTCR Valor Cos. Inc., an indirect wholly owned subsidiary of
Canyon.) The $1.175 billion first-lien senior secured credit
facility consists of a $75 million revolving facility and a $1.1
billion term loan. The recovery rating is '2', and indicates S&P's
expectation for substantial recovery (70% to 90%; lower end of the
range) in the event of a payment default.
S&P also assigned a 'CCC+' issue-level rating to the company's
preplaced $370 million second-lien term loan. The recovery rating
is '6', indicating S&P's expectation for negligible recovery (0% to
10%) in the event of a payment default.
The company plans to use the debt proceeds, a cash contribution
from GTCR, and cash on hand to fund the acquisition of PR Newswire.
The acquisition is expected to close in second-quarter 2016 and is
subject to regulatory approval.
"The outlook reflects our view that the proposed acquisition will
result in pro forma leverage above 7x at transaction close, our
expectation for modest revenue growth over the next 12 months, and
an increase in integration risks while the company is in the
process of uniting previous acquisitions," said Standard & Poor's
credit analyst Sylvester Malapas.
CANYON PORTAL: Has Court Authority to Use Cash Until May 23
-----------------------------------------------------------
The Bankruptcy Court for the District of Arizona granted Canyon
Portal II final authority to use the Cash Collateral, which
terminates on the earlier to occur of May 23, 2016, or the
dismissal or conversion or confirmation plan of the Chapter 11
case.
The Debtor may use the Cash Collateral in accordance with the terms
of the Stipulated Order and the Budget with an allowed monthly
variance of 10% Budget on each expense line item. Notwithstanding
the "Management Fee" set forth in the Budget, the management fee
payable to Barrett Realty may not exceed 5% of actual gross
revenue.
The Debtor is directed to make monthly payments to the Noteholder,
U.S. Bank National Association, in the amount of interest accruing
on the Loan at the non-default rate of interest provided for in the
Loan Documents and as specified in the Budget, as adequate
protection for its use of the Cash Collateral and any diminution in
the value of the Prepetition Collateral.
A full-text copy of the Second Stipulated Interim Cash Collateral
Order dated Feb. 24, 2016 is available at
http://bankrupt.com/misc/CANYONPORTAL0225CashCollOrd.pdf
About Canyon Portal II
Canyon Portal II, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 15-16313) on Dec. 31, 2015. The petition
was signed by Al Spector as manager. The Debtor disclosed total
assets of $29.55 million and total debts of $22.62 million. Stinson
Leonard Street LLP represents the Debtor as counsel. Judge Eddward
P. Ballinger Jr. has been assigned the case.
CHC GROUP: Has Until May 15 to Pay $46-Mil. in Debts
----------------------------------------------------
Rebecca Penty, writing for Bloomberg Brief, reported that CHC Group
Ltd., the Canadian provider of helicopter transportation services
for the offshore drilling industry, has until May 15 to pay $46
million it owes on its debt, cut a deal with its lenders --
including its largest note holder, Franklin Resources Inc. -- to
reduce its obligations or face the possibility of filing for
bankruptcy protection from its creditors.
According to the report, CHC missed an interest payment on its
first-lien notes due 2020 on April 15. It has a 30-day grace
period to pay or be declared in default on that debt, the report
said.
Susan Gordon, a spokeswoman for CHC, declined to speculate on
whether it may choose to file for bankruptcy protection, the report
related. The company said in its latest quarterly earnings report
on March 4 that it "may seek protection of the bankruptcy court,"
the report further related.
"Given the dynamic backdrop of the industry, we believe the grace
period helps us to most thoroughly continue the robust review that
remains under way with our advisers," she wrote in an e-mail to
Bloomberg. "We remain focused on strengthening CHC for the
long-term and ensuring that we are well positioned to benefit from
the eventual market recovery."
* * *
The Troubled Company Reporter, on April 6, 2016, reported that
Moody's Investors Service downgrades CHC Group Ltd.'s CFR to Caa3
from B2 and its PDR to Caa3-PD from B2-PD. Moody's also
downgraded
CHC Helicopter S.A.'s senior secured notes to Caa3 from B1 and the
senior unsecured notes to Ca from Caa1. The Speculative Grade
Liquidity Rating was lowered to SGL-4 from SGL-3. The rating
outlook is negative. This action resolves the review for
downgrade
that was initiated on Jan. 21, 2016.
"The downgrade reflect CHC's very weak liquidity given its
commitments and need to restructure its debt," said Paresh Chari,
Moody's Analyst. "Pricing pressure and activity levels have
severely impacted CHC's cash flow resulting in weak leverage
metrics which will lead to a breach of covenants in early fiscal
year 2017."
CINCINNATI TERRACE: Bankruptcy Case Transferred to Ohio Court
-------------------------------------------------------------
The U.S. Bankruptcy Court in New Jersey ordered the transfer of
Cincinnati Terrace Plaza Retail LLC's Chapter 11 case to another
bankruptcy court.
The court, which oversees the bankruptcy case, ordered it
transferred to the U.S. Bankruptcy Court for the Southern District
of Ohio.
Cincinnati Terrace had earlier opposed the transfer proposed by
Madison Realty Investments Inc., saying it would cause "harm,
expense and delay to the estate and its creditors."
The transfer had also drawn flak from Riverside Interior
Construction Corp. and several other creditors, court filings
show.
Meanwhile, Prodigy Properties LLC, the court-appointed receiver,
had expressed support for the transfer, saying it would help the
company save expenses.
About Cincinnati Terrace Plaza Retail
Cincinnati Terrace Plaza Retail, LLC, and its affiliated entities,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC, together
own real property located at 15 West 6th Street, Cincinnati, Ohio
and commonly known as Terrace Plaza. Terrace Plaza is a 19-story
commercial mixed-use building consisting of a total of 600,000
square feet of space. The building is currently occupied by retail
tenants on the ground floor, floors two through seven are purposed
for office tenants, and floors eight through nineteen is purposed
for hotel rooms. Only the retail portion of the building is
occupied. Cincinnati Terrace Plaza Retail is the owner of the
ground floor retail space.
At the behest of mortgage holder Madison Realty Investments, Inc.,
the state court appointed Prodigy Properties, LLC, as receiver for
the Property. The receiver conducted a sale process and Madison
was the high bidder at sale with a credit bid of $7,000,000.
Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio,
filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-13384)
on Feb. 25, 2016, to regain control of the property. The petition
was signed by Lionel Nazario, member.
David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the Debtor's counsel. The case is assigned to Judge
Vincent F. Papalia.
Cincinnati Terrace estimated $10 million to $50 million in assets;
and $1 million to $10 million in liabilities.
CINCINNATI TERRACE: To Pursue Alternative Postpetition Financing
----------------------------------------------------------------
At the April 26, 2016 hearing on debtor Cincinnati Terrace Plaza
Retail LLC's motion to obtain DIP financing, the Debtor's attorney
stated that the Debtor would be pursuing alternative postpetition
financing. Accordingly, Judge Beth A. Buchanan entered an order
stating that the Motion is DENIED as MOOT.
As previously reported in the TCR, the Debtor sought authorization
to incur postpetition financing in order to make necessary repairs
to the real property located at 15 West 6th Street, Cincinnati,
Ohio. The Debtor relates that the postpetition loan would be
secured by a super-priority lien on the real property owned by all
three affiliated entities, Cincinnati Terrace Plaza Retail, LLC,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC.
Madison Realty Investments, Inc., and Cincinnati Terrace Plaza,
LLC, however, opposed the Motion, complaining that the Debtor does
not meet the standard for obtaining DIP financing with a priming
lien, and is not entitled to turnover of property sold
prepetition.
About Cincinnati Terrace Plaza Retail
Cincinnati Terrace Plaza Retail, LLC, and its affiliated entities,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC, together
own real property located at 15 West 6th Street, Cincinnati, Ohio
and commonly known as Terrace Plaza. Terrace Plaza is a 19-story
commercial mixed-use building consisting of a total of 600,000
square feet of space. The building is currently occupied by retail
tenants on the ground floor, floors two through seven are purposed
for office tenants, and floors eight through nineteen is purposed
for hotel rooms. Only the retail portion of the building is
occupied. Cincinnati Terrace Plaza Retail is the owner of the
ground floor retail space.
At the behest of mortgage holder Madison Realty Investments, Inc.,
the state court appointed Prodigy Properties, LLC, as receiver for
the Property. The receiver conducted a sale process and Madison
was the high bidder at sale with a credit bid of $7,000,000.
Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio,
filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-13384)
on Feb. 25, 2016, to regain control of the property.
The petition was signed by Lionel Nazario, member.
Cincinnati Terrace estimated $10 million to $50 million in assets;
and $1 million to $10 million in liabilities.
David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the Debtor's counsel.
CLAIREX TECHNOLOGIES: Asks Court to Extend Plan Filing to Aug. 25
-----------------------------------------------------------------
Clairex Technologies, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas to extend the time within which it has
the exclusive right to file and confirm a plan of reorganization to
Aug. 25, 2016, which is 300 days from the Chapter 11 petition
date.
Pursuant to the provisions of section 1121(e)(1) of the Bankruptcy
Code, the Debtor's exclusivity period expires on April 27, 2016,
absent an extension.
According to papers filed by the Debtor in court, while Clairex has
had its fare share of financial challenges during the last few
years, those challenges were not the sole reason for the
commencement of this bankruptcy case. The straw that broke the
proverbial camel's back was a recent judgment entered against the
Debtor by its former landlord.
The Debtor tells the Court that its single largest creditor does
not oppose the extension request.
Clairex Technologies, Inc., based in Plano, Texas, is in the
semiconductor packaging business, specializing in the design and
manufacture of high quality, high performance optoelectronic
products. Clairex products are used today in a wide variety of
military, medical, automotive and industrial applications.
Clairex filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
15-41935) on October 30, 2015. Hon. Brenda T. Rhoades oversees the
case. In its petition, the Debtor estimated $50,000 to $100,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by David W. Catter, Sr., CEO.
The Debtor is represented by:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
E-mail: robert@demarcomitchell.com
mike@demarcomitchell.com
1255 w. 15th Street, 805
Plano, TX 75075
Tel: 972-578-1400
Fax: 972-346-6791
CLEANFUEL USA: Schedules $672K in Assets, $26M in Debt
------------------------------------------------------
CleanFUEL USA, Inc. disclosed $672,247 in assets and $26,120,465 in
liabilities in its schedules of assets and liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property Unknown
B. Personal Property $672,247
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $18,699,191
E. Creditors Holding Unsecured
Priority Claims $88,279
F. Creditors Holding Unsecured
Non-priority Claims $7,332,994
-------------- --------------
TOTAL $672,247 $26,120,465
A copy of the company's schedules is available without charge at
http://is.gd/ln0jCf
South Coast Partners LLC is the Debtor's largest unsecured
creditor, asserting a $1,118,055 claim. A list of the Debtor's 20
largest unsecured creditors is available at http://is.gd/Ifqu0n
About CleanFUEL USA
Georgetown, Texas-based CleanFUEL USA, Inc., sought protection
under Chapter 11 of the Bankruptcy Code on April 3, 2016 (Bankr.
W.D. Tex., Case No. 16-10398). CleanFUEL designs and manufactures
alternative fuel equipment for propane auto gas. The case is
assigned to Judge Christopher H. Mott. The Debtor's counsel is
Kell C. Mercer, Esq., and Daniel C. Roberts, Esq., in Austin,
Texas.
CLIFFS NATURAL: Reports $117-Mil. Net Income for First Quarter
--------------------------------------------------------------
Cliffs Natural Resources Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $117 million on $305 million of revenues for the
three months ended March 31, 2016, compared to a net loss of $762
million on $446 million of revenues for the same period in 2015.
As of March 31, 2016, Cliffs Natural had $1.88 billion in total
assets, $3.58 billion in total liabilities and a total deficit of
$1.69 billion.
Lourenco Goncalves, Cliffs' Chairman, president and chief executive
officer, said, "Cliffs' first-quarter results clearly demonstrate
how far we have come on our turnaround. As we continue to
outperform our aggressive operational targets both in the United
States and in Australia, we also continue to significantly reduce
our debt." Mr. Goncalves added: "The steel market in the United
States has started to show consistent signs of a real recovery,
with a direct positive impact on our steel clients' order books
and, consequently, a totally expected improvement in our clients'
appetite for the pellets we supply them. Also, the announcement of
a newly adopted supply discipline going forward by the two
Australian majors, followed by a similar statement coming from
their Brazilian peer, has generated a more reasonable pricing
environment for sinter feed fines in the international market for
iron ore, which continues to be short in lump ore and pellets."
Mr. Goncalves concluded: "With Northshore back in operation in the
second quarter, United Taconite restarting later this year, and a
very efficient and cost competitive APIO business, Cliffs is well
positioned to fully benefit from all the initiatives implemented
since August 2014, and deliver a strong financial performance this
year."
Debt and Cash Flow
Total debt at the end of the first quarter of 2016 was $2.5
billion, versus a comparable $2.9 billion at the end of the
prior-year quarter. There were no borrowings on the Company's
asset-based lending facility at the end of the first quarter of
2016 or 2015. Cash and cash equivalents were $60 million, compared
to $356 million at the end of the prior-year quarter.
At the end of the first quarter of 2016, Cliffs had net debt of
$2.4 billion, compared to $2.5 billion of net debt3 at the end of
the first quarter of 2015. The decrease was driven by the
reduction of $304 million in principal amount of senior notes
during the quarter, partially offset by lower cash balances due to
the seasonality of the U.S. Iron Ore segment and repayment of
equipment loans.
Capital expenditures during the quarter were $10 million, a 35
percent decrease compared to $16 million in the first quarter of
2015. Cliffs also reported depreciation, depletion and
amortization of $35 million in the first quarter of 2016.
Outlook
Cliffs provides full-year expected revenues-per-ton ranges based on
different assumptions of seaborne iron ore prices. Cliffs
indicated that each different pricing assumption holds all other
assumptions constant, including customer mix, as well as industrial
commodity prices, freight rates, energy prices, production input
costs and/or hot-band steel prices (all factors contained in
certain of Cliffs' supply agreements).
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/XZsCjA
About Cliffs Natural Resources
Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company. The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota. Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama. Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada. Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.
On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada). The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.
Cliffs Natural reported a net loss attributable to Cliffs common
shareholders of $788 million on $2.01 billion of revenues for the
year ended Dec. 31, 2015, compared to a net loss attributable to
Cliffs common shareholders of $7.27 billion on $3.37 billion of
revenues for the year ended Dec. 31, 2014.
* * *
As reported by the TCR on Feb. 1, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on
Cleveland-based iron ore producer Cliffs Natural Resources Inc. to
'CC' from 'B'. The rating action reflects Cliffs' Jan. 27, 2016,
announcement of a private debt exchange offer for its second-lien
and senior unsecured debt.
The TCR reported on Jan. 8, 2016, that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to Caa1 and Caa1-PD from B1 and
B1-PD respectively. The downgrade reflects the deterioration in
the company's debt protection metrics and increase in leverage as a
result of continued downward movement in iron ore prices and weak
fundamentals in the US steel industry, which are resulting in lower
shipment levels.
COMBIMATRIX CORP: Adopts 2016 Executive Performance Bonus Plan
--------------------------------------------------------------
Pursuant to the authority granted under the CombiMatrix Corporation
2006 Stock Incentive Plan, the Compensation Committee of
CombiMatrix Corporation adopted a 2016 Executive Performance Bonus
Plan, effective as of Jan. 1, 2016, to provide certain members of
the Company's senior management the opportunity to earn incentive
bonuses based on the Company's attainment of specific financial
performance objectives for 2016. The Compensation Committee
determined that the Company's Chief Executive Officer, Mark
McDonough, and the Company's Chief Financial Officer, Scott Burell,
are eligible to receive those awards under the 2016 Bonus Plan.
As disclosed in a regulatory filing with the Securities and
Exchange Commission, a participant's bonus under the 2016 Bonus
Plan will consist of a cash incentive and will be based on the
participant's achievement of three separate components as follows:
(i) 40% tied to the achievement of the Company's 2016 revenue
target as determined by the Company's Compensation Committee; (ii)
30% tied to the Company's 2016 gross margin target as determined by
the Company's Compensation Committee; and (iii) 30% tied to the
Company's 2016 EBITDA loss target as determined by the Company's
Compensation Committee. Also each component includes three levels
of achievement in order to encourage higher levels of performance.
If the Company achieves 90% of the 2016 target revenue, the target
revenue portion of the cash bonus for the CEO and CFO will equal
$35,000 and $20,800, respectively. If the Company achieves 100% of
the 2016 target revenue, the target revenue portion of the cash
bonus for the CEO and CFO will equal $70,000 and $41,600,
respectively. If the Company achieves 110% of the 2016 target
revenue, the target revenue portion of the cash bonus for the CEO
and CFO will equal $87,500 and $52,000, respectively (and the
target revenue portion of the cash bonus will be computed on a pro
rata basis between 100% and 110% of the target achieved).
If the Company achieves 100% of the 2016 gross margin target, the
target gross margin portion of the cash bonus for the CEO and CFO
will equal $18,375 and $10,920, respectively. If the Company
achieves 105% of the 2016 gross margin target, the target gross
margin portion of the cash bonus for the CEO and CFO will equal
$52,500 and $31,200, respectively. If the Company achieves 110% of
the 2016 gross margin target, the target gross margin portion of
the cash bonus for the CEO and CFO will equal $65,625 and $39,000,
respectively (and the target gross margin portion of the cash bonus
will be computed on a pro rata basis between 105% and 110% of the
target achieved).
If the Company achieves 98% of the 2016 EBITDA loss target, the
EBITDA loss target portion of the cash bonus for the CEO and CFO
will equal $18,375 and $10,920, respectively. If the Company
achieves 95% of the 2016 EBITDA loss target, the EBITDA loss target
portion of the cash bonus for the CEO and CFO will equal $52,500
and $31,200, respectively. If the Company achieves 90% of the 2016
EBITDA loss target, the EBITDA loss target portion of the cash
bonus for the CEO and CFO will equal $65,625 and $39,000,
respectively (and the EBITDA loss target portion of the cash bonus
will be computed on a pro rata basis between 95% and 90% of the
target achieved).
Cash bonus payments, if earned, will be paid once the Company's
auditors have completed their annual audit of the Company's
consolidated financial statements, and will be paid out within
seventy-five days following Dec. 31, 2016. In order to receive a
bonus payment, the participant must be employed by the Company or
its subsidiary at the time bonuses are computed and distributed.
About Combimatrix
Combimatrix specializes in pre-implantation genetic screening,
miscarriage analysis, prenatal and pediatric healthcare, offering
DNA-based testing for the detection of genetic abnormalities beyond
what can be identified through traditional methodologies. Its
clinical lab and corporate offices are located in Irvine,
California.
Combimatrix reported a net loss of $6.60 million in 2015 compared
to a net loss of $8.70 million in 2014. As of Dec. 31, 2015, the
Company had $7.92 million in total assets, $2.06 million in total
liabilities and $5.85 million in total stockholders' equity.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has limited
working capital and a history of incurring net losses and net
operating cash flow deficits. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
CRYOPORT INC: Files Form S-1 Prospectus with SEC
------------------------------------------------
Cryoport, Inc., filed with the Securities and Exchange Commission a
Form S-1 registration statement relating to the distribution, at no
charge, to holders of the Company's common stock and holders of the
Company's warrants non-transferable subscription rights to purchase
up to an aggregate of [ ] shares of the Company's common stock.
The Company's stockholders will receive one subscription right for
each share of common stock owned at, and the Company's warrant
holders will receive one subscription right for each share of
common stock into which the warrants held by them were exercisable
at, 5:00 p.m., New York City time, on [ ], 2016. Pursuant to
the terms of this rights offering, the rights may only be exercised
for a maximum of [ ] shares, or $10,000,000 of subscription
proceeds.
The Company has engaged Source Capital Group, Inc. as
dealer-manager for the rights offering.
Shares of the Company's common stock are traded on the NASDAQ
Capital Market under the symbol "CYRX". The shares of common stock
issued in the rights offering will also be traded on the NASDAQ
Capital Market under the same symbol.
A full-text copy of the Form S-1 is available for free at:
http://is.gd/6aYN57
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.
As of Dec. 31, 2015, the Company had $7.45 million in total assets,
$2.46 million in total liabilities and $4.99 million in total
stockholders' equity.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception. Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016. These matters raise substantial
doubt about the Company's ability to continue as a going concern,
the auditors said.
DOLPHIN DIGITAL: Amends 2015 Annual Report to Include Part III
--------------------------------------------------------------
Dolphin Digital Media, Inc. filed with the Securities and Exchange
Commission an amended annual report on Form 10-K for the fiscal
year ended Dec. 31, 2015, to include the information required by
Part III of Form 10-K. Part III contain in formation about, among
other things:
(a) directors, executive officers, and corporate governance;
(b) executive compensation;
(c) security ownership of certain beneficial owners and
management and related stockholder matters;
(d) certain relationships and related transactions, and
director independence; and
(e) principal accountant fees and services.
A copy of the Form 10-K/A is available for free at:
http://is.gd/p2WDqi
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
Dolphin Digital reported a net loss of $4.05 million on $2.99
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $1.87 million on $2.07 million of total revenue
for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Dolphin
Digital had $2.92 million in total assets, $15.80 million in total
liabilities and a total stockholders' deficit of $12.87 million.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations, and
does not have sufficient working capital. These events raise
substantial doubt about the Company's ability to continue as a
going concern.
DOLPHIN DIGITAL: CEO Reports 54.4% Equity Stake
-----------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, William O'Dowd disclosed that as of March 4, 2016, he
beneficially owns 99,837,074 shares of common stock of Dolphin
Digital Media, Inc., representing 54.4 percent of the shares
outstanding.
Mr. O'Dowd is the president, chairman and chief executive officer
of the Company and is the founder, president and sole shareholder
of Dolphin Entertainment. Mr. O'Dowd is also the sole member of
DDM Holdings. The present principal business of Dolphin
Entertainment is that of an entertainment company specializing in
children's and young adult's live-action programming. The present
principal business of DDM Holdings is to hold Common Stock of the
Issuer acquired by Mr. O'Dowd.
A copy of the regulatory filing is available for free at:
http://is.gd/QfLVKb
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
Dolphin Digital reported a net loss of $4.05 million on $2.99
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $1.87 million on $2.07 million of total revenue
for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Dolphin
Digital had $2.92 million in total assets, $15.80 million in total
liabilities and a total stockholders' deficit of $12.87 million.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations, and
does not have sufficient working capital. These events raise
substantial doubt about the Company's ability to continue as a
going concern.
DOVER DOWNS: Reports First Quarter Financial Results
----------------------------------------------------
Dover Downs Gaming & Entertainment, Inc., reported a net loss of
$239,000 on $44.7 million of revenues for the three months ended
March 31, 2016, compared to a net loss of $352,000 on $44.3 million
of revenues for the same period in 2015.
As of March 31, 2016, Dover Downs had $168 million in total assets,
$53.2 million in total liabiltiies and $115 million in total
stockholders' equity.
Denis McGlynn, the Company's president and chief executive officer,
stated: "We point out in our recently filed Annual Report to
Stockholders that our fate remains in the hands of our state
legislature. Recommendations of the legislatively appointed Gaming
and Lottery Study Commission need to be enacted for the health of
our industry and for thousands of employees whose livelihood
depends -- directly and indirectly -- on having Delaware's casinos
able to compete effectively in the regional marketplace. It is
imperative that we re-invest in our facilities and amenities. And
if we cannot spend the marketing and promotional dollars that will
bring repeat customers into Delaware, they will go to neighboring
jurisdictions. Last year, Senate Bill 30 did not advance due to
unrelated state budget issues. This year, Senate Bill 183 -- which
phases in required changes to the revenue sharing model over the
next four years -- represents what industry experts believe to be
the best possible strategic and long-term restructuring model for
all stakeholders. It is time for us to enact a long-term solution
and we are working diligently with our state legislators toward
that end."
A full-text copy of the press release is available for free at:
http://is.gd/OkQiGx
About Dover Downs
Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker. The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space. Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season. Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops. Visit http://www.doverdowns.com/
The Company's auditors, KPMG LLP, in Philadelphia, Pennsylvania,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company's credit facility expires on Sept. 30, 2016, and at
present no agreement has been reached to refinance the debt.
DREAMWORKS ANIMATION: Moody's Puts Ba3 CFR on Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed DreamWorks Animation SKG, Inc.'s
Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating
and the B1 senior unsecured debt rating on review for upgrade
following NBCUniversal's, a division of Comcast Corporation
("Comcast"), announcement to acquire DreamWorks in an all cash
transaction valued at $4.1 billion (including assumption of debt at
DreamWorks Animation) . DreamWorks Animation's stockholders will
receive $41 in cash per share and the transaction is expected to
close by the end of 2016. Moody's also said that the announced
transaction is not expected to impact Comcast's A3 senior unsecured
long term debt rating, Prime-2 commercial paper rating or the
stable outlook. The rating outlook for DreamWorks was changed from
stable to ratings under review and the rating outlook for Comcast
remains stable.
Issuer: DreamWorks Animation SKG, Inc.
-- Probability of Default Rating, Placed on Review for Upgrade,
currently Ba3-PD
-- Corporate Family Rating, Placed on Review for Upgrade,
currently Ba3
-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B1 (LGD5)
-- Outlook, Changed to Rating Under Review from Stable
RATINGS RATIONALE
DreamWorks Animation's credit ratings were placed on review for
upgrade as we expect its credit profile will benefit from the
company being acquired by a much larger, diversified and higher
rated entity, with a strong balance sheet and robust liquidity. The
review for DreamWorks will focus on the various benefits that will
come once the transaction becomes effective, including potential
cost savings and revenue synergies from larger scale and greater
financial flexibility. The review will also consider the potential
for lower leverage and particularly the likelihood that Comcast
will replicate its past strategy of putting guarantees in place
between it and the acquired debt issuers to simplify the legal
credit structure into a single lower leveraged credit. As of
12/31/2015, DreamWorks Animation had $360 million of total gross
debt consisting of $60 million outstanding under its senior secured
credit facility due 2020 and 6.875% $300 million senior unsecured
notes due 2020, which are callable before August 15, 2016 at a
specified premium as of the date of redemption. Moody's will
withdraw its credit ratings for DreamWorks if the company decides
to call the notes which we believe will be likely, and all of the
6.875% bonds are repaid around the closing of the deal.
For Comcast, the deal is strategically positive as it will allow
the company to leverage DreamWorks Animation's popular and rich
intellectual property to grow its film, television and theme parks
and consumer products businesses. In Moody's opinion, DreamWorks
Animation, with its deep library of original and acquired film and
television programming, is a valuable addition to Comcast's
portfolio of brands and we expect the acquisition will bolster the
company's presence in the film animation business and kids
television programming space. The deal will also enable Comcast to
enhance digital revenues and expand its footprint in online video
through DreamWorks Animation's digital media arm, Awesomeness TV,
which in our view, is particularly beneficial for Comcast and has
experienced rapid audience increase in the last one year and
continues to be a strategic growth driver for the company. We do
not think the deal poses material integration risks given Comcast's
significant successful integration track record. Moody's estimates
that there may be a modest increase in the combined entity's
leverage relative to Comcast's stand-alone debt-to-EBITDA, but we
expect that pro forma debt-to-EBITDA (incorporating Moody's
standard adjustments) for the combined entity will be sustained
below a downgrade threshold for the A3 senior unsecured debt
rating, but high in the range for the rating and compared to the
company's target. Assuming the company finances the total purchase
price of $3.8 billion with debt, we estimate that pro forma
debt-to-EBITDA for the combined entity was roughly 2.3x as of
12/31/2015 (with Moody's standard adjustments) versus 2.2x for
Comcast on a stand-alone basis. Moody's expects that larger scale
of high quality programming will lead to greater revenue
opportunities, which along with cost savings, should increase
Comcast's EBITDA and cash flows over the long-run. Accordingly, we
believe that Comcast's leverage will be sustained in the low 2.0x
range following the merger and the company will continue to
maintain a strong balance sheet over the long-term. Overall, we
view the development as a prudent use of cash for driving growth in
the long-term, more favorable from a credit perspective than the
use of cash for shareholder distributions.
Comcast Corporation, with its headquarters in Philadelphia,
Pennsylvania, is a global diversified media company with two
primary businesses - Comcast Cable and NBCUniversal. The company
derives revenues from five business segments: Cable Communications,
Cable Networks, Broadcast Television, Filmed Entertainment and
Theme Parks. Consolidated revenues for the LTM period ended
03/31/2016 were approximately $75 billion.
DreamWorks Animation SKG, Inc., based in Glendale, California, is
an animation studio that produces animated feature films,
television specials and series, and related entertainment and
consumer products. Consolidated revenues for Fiscal 2015 were about
$916 million.
ENERGY FUTURE: Gives More Time for 90 Parties to File Claims
------------------------------------------------------------
Energy Future Holdings Corp., et al., ask the U.S. Bankruptcy Court
to establish a supplemental deadline for filing proofs of claim
against the Debtors solely for 90 Subsequently Identified Parties.
The Motion explains, "The Debtors have identified ninety (90)
parties that may not have received the Bar Date Notice. Each
Subsequently Identified Party is a co-defendant to certain
litigation matters that the Debtors either included in their
schedules and statements filed on June 30, 2014, or, in one
instance, inadvertently left off those schedules and statements . .
. The Debtors propose that the Supplemental Bar Date be the date
designated by the Debtors in a Notice of Designation of
Supplemental Bar Date to be filed with the Court, which date will
be no earlier than 5:00 p.m. (prevailing Eastern Time) on the first
business day that is at least thirty (30) days after the date the
Debtors serve, by first class mail, notice of the Supplemental Bar
Date. . . The Supplemental Bar Date applies to the Subsequently
Identified Parties only . . . in the event the Debtors discover any
other parties for whom a supplemental bar date is appropriate, the
Debtors seek authority, without having to seek further leave of the
Court, but with filing a notice on the docket, to set a
supplemental bar date that is thirty (30) days from service, via
first-class mail, of notice to such parties with a bar date package
in substantially form and substance as provided herein."
Debtors and Debtors in Possession are represented by:
Mark D. Collins, Esq.
Daniel J. DeFranceschi, Esq.
Jason M. Madron, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: collins@rlf.com
defranceschi@rlf.com
madron@rlf.com
-- and --
Edward O. Sassower, P.C.
Stephen E. Hessler, Esq.
Brian E. Schartz, Esq.
KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022-4611
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: edward.sassower@kirkland.com
stephen.hessler@kirkland.com
brian.schartz@kirkland.com
-- and --
James H.M. Sprayregen, P.C.
Marc Kieselstein, P.C.
Chad J. Husnick, Esq.
Steven N. Serajeddini, Esq.
KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Email: james.sprayregen@kirkland.com
marc.kieselstein@kirkland.com
chad.husnick@kirkland.com
steven.serajeddini@kirkland.com
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and
Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of only of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
ESP RESOURCES: Amerisource Replaces Transfac as Factoring Co.
-------------------------------------------------------------
Debtors ESP Petrochemicals, Inc., and ESP Resources, Inc., on April
29, 2016, filed a motion asking the U.S. Bankruptcy Court for the
Southern District of Texas to enter an order (i) authorizing the
Debtors to enter into an agreement with Amerisource allowing
Amerisource to purchase from Transfac outstanding prepetition and
postpetition factored accounts receivables and continue
postpetition factoring of accounts receivable of the Debtors, (II)
granting priority security interests and administrative priority to
Amerisource, and (III) granting final approval of the Debtors' use
of cash collateral.
Melissa A. Haselden, Esq., at Hoover Slovacek LLP, relates that
prior to the bankruptcy filing, the Debtors factored accounts
receivable through Transfac Capital, Inc. The Debtors have been
authorized on an interim basis, through April 30, 2016, to continue
factoring through Transfac and use cash collateral.
Since this interim approval was granted, the Debtors have
encountered continued disputes with Transfac, which have resulted
in delayed funding, impacting the Debtors ability to operate, and
caused Debtors to incur unnecessary legal fees to resolve disputes.
The Debtors seek authority to replace Transfac as its factoring
company.
By the Motion, the Debtors seek authority to (i) enter into an
agreement with Amerisource allowing Amerisource to purchase from
Transfac outstanding prepetition and postpetition factored accounts
receivables and continue postpetition factoring of accounts
receivable of the Debtors, (ii) grant security interests and
administrative priority to Amerisource, and (iii) grant final
approval of the Debtors' use of cash collateral.
Amerisource will purchase existing pre-petition and post-petition
factored accounts receivable owed to Transfac and continue to
factor Debtors' accounts receivable pursuant to a DIP Purchase and
Sale Agreement. This agreement with Amerisource contains more
favorable financial terms than the agreement with Transfac and is
much less burdensome for the Debtors.
According to the Debtors, the agreement with Amerisource is the
result of an arm's-length transaction, negotiated in good faith
between the parties. The terms are more favorable to the Debtors
and less likely to cause a dispute between the parties. The
obligations under the DIP Purchase and Sale Agreement with
Amerisource will be secured by a first priority lien on all assets
and constitute a super-priority administrative claim pursuant to
Section 364 (c)(1) of the Bankruptcy Code and Section 503 (b)(1) of
the Bankruptcy Code with priority over all other administrative
expenses.
The Debtors said emergency relief is required the because Debtors'
interim authority for postpetition financing and use of cash
collateral expires on April 30, 2016. Without continued authority
to factor receivables and use cash collateral, the Debtors will be
unable to fund operations after April 30, 2016.
Amerisource Factoring Agreement
Under the Amerisource Factoring Agreement, Amerisource will
purchase existing prepetition and postpetition factoring
indebtedness owed to Transfac and continue to factor Debtors'
accounts receivable.
The material terms of the Amerisource Factoring Agreement are:
* Advance Rate is 85% of invoice amount;
* Collateral Management Fee of 1.040% of the Face Amount of a
Purchased Account for the first 30 days or portion thereof such
Purchased Account remains outstanding at Amerisource; plus 0.380%
of the Face Amount of a Purchased Account for every 10 days
thereafter or portion thereof such Purchased Account remains
outstanding at Amerisource, computed from the Purchase Date through
the date on which such Purchased Account is Closed;
* Contract can be terminated upon 30 days' notice to
Amerisource; and
* Non-default interest on outstanding advance prime plus 1% per
annum, calculated and charged monthly.
The Amerisource Factoring Agreement contains more favorable
financial terms than the Transfac Factoring Agreement and is much
less burdensome for the Debtors.
Additionally, subsequent to the interim approval of the Transfac
Factoring Agreement, the Debtors have experienced continued
disputes with Transfac, which have resulted in delayed funding,
impacting Debtors ability to operate, and caused Debtors to incur
unnecessary legal fees to resolve the disputes.
Transfac has arbitrarily withheld factored funds and amounts
authorized for release in Debtors' reserve account. This has
resulted in the Debtors' inability to timely purchase needed
products used in operations and a delay in many postpetition
payments. Although agreements have ultimately been reached with
Transfac, the Debtors are unable operate without fear that factored
funds will again be withheld, and potentially creating a default in
the Debtors' postpetition payments to creditors or employees.
The Debtors have negotiated the Amerisource Factoring Agreement and
believe it provides a much greater benefit and stability to the
Debtors. The Amerisource Factoring Agreement provides better
financial terms for the Debtors and more clearly defines the
parties' respective rights and responsibilities than does the
Transfac Factoring Agreement. The Amerisource Factoring Agreement
is the result of arm's-length negotiations between unrelated
parties.
Attorneys for the Debtors:
HOOVER SLOVACEK LLP
Melissa A. Haselden
5051 Westheimer, Suite 1200
Houston, Texas 77056
Telephone: 713.977.8686
Facsimile: 713.977.5395
About ESP Resources
Lafayette, Louisiana-based ESP Resources, Inc. is a manufacturer,
distributor and marketer of specialty chemicals and supply
specialty chemicals for a range of oil and gas field applications,
including killing bacteria, separating suspended water and other
contaminants from crude oil and separating oil from gas. The
company also offers analytical services and custom-blended
chemicals for oil and gas wells.
ESP Resources, Inc. and its affiliate ESP Petrochemicals, Inc.
sought protection under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of Texas (Victoria)
(Case Nos. 16-60021 and 16-60020) on March 10, 2016. The cases are
jointly administered under Case No. 16-60020.
The petition was signed by David A. Dugas, chief executive officer.
The case is assigned to Judge David R. Jones.
The Debtors are represented by Melissa Anne Haselden, Esq., and
Edward L Rothberg, Esq., at Hoover Slovacek LLP.
ESP Resources estimated assets of $4.08 million and debt of $9.55
million. ESP Petrochemicals, Inc. estimated both assets and
liabilities in the range of $1 million to $10 million.
EXELIXIS INC: 1Globe Reports 6.1% Equity Stake as of April 18
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, 1Globe Capital LLC reported that as of April 18, 2016,
it beneficially owns 13,861,069 shares of common stock of Exelixis
Inc. representing 6.14 percent of the shares outstanding. A copy
of the regulatory filing is available for free at:
http://is.gd/wBYjS0
About Exelixis Inc.
Headquartered in South San Francisco, California, Exelixis, Inc.,
develops innovative therapies for cancer and other serious
diseases. Through its drug discovery and development activities,
Exelixis is building a portfolio of novel compounds that it
believes has the potential to be high-quality, differentiated
pharmaceutical products.
Exelixis reported a net loss of $170 million on $37.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $269 million on $25.1 million of total revenues for the
year ended Dec. 31, 2014.
As of Dec. 31, 2015, Exelixis had $332 million in total assets,
$436.64 million in total liabilities and a $104 million total
stockholders' deficit.
FIRST CASH: Moody's Affirms Ba3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed First Cash Financial Services,
Inc.'s (First Cash) Ba3 corporate family and senior unsecured
ratings. The outlook is stable.
The following action was taken on the below ratings:
-- Corporate Family Rating, Affirmed Ba3
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3
-- Outlook, Remains Stable
RATINGS RATIONALE
The affirmation follows the announcement that First Cash will merge
with Cash America International, Inc. (Cash America), a publicly
listed pawnshop chain in the US in an all-stock transaction. The
transaction is expected to close in the second half of 2016.
The rating action reflects Moody's view that the financial
structure of the merger is leverage-neutral, as well as First
Cash's successful track record of acquiring and integrating other
pawn stores while maintaining moderate leverage and solid
profitability. The increased execution risk associated with
integrating such a large acquisition will be a credit challenge.
First Cash's return on average assets has averaged almost 10% in
the last three fiscal years (2013 -- 2015), while its assets grew
to $757 million from $661 million, mostly through acquisitions. The
company's capitalization, measured as Tangible Common Equity to
Total Managed Assets, has been in excess of 20%, which Moody's
views as strong for a traditional finance company. In addition,
First Cash's leverage, measured as Debt to trailing twelve months
EBITDA, remains modest, and was 2.3x at December 31, 2015. Moody's
expects the company to maintain its leverage and capitalization
levels during the integration period, mitigating the execution risk
mostly associated with integrating systems and maintaining a strong
control environment.
The Ba3 ratings reflect First Cash's stable and profitable retail
merchandise sales associated with the company's pawn lending
operations, as well as the company's status as a significant player
in the highly fragmented pawn store industry in the US and Mexico.
Balancing these positive elements are a number of credit
challenges, including geographic concentrations in both the US and
Mexico, vulnerability to gold prices, and rapid growth in store
count in the US and Mexican market.
Positive rating actions could materialize if the company maintains
a strong tangible equity position as well as solid profitability
and achieves notable geographic diversification.
Negative ratings pressure could develop if the company experiences
a significant reduction in profitability, and/or increased
leverage, causing a significant deterioration in interest coverage.
Furthermore, the ratings could be downgraded in case of regulatory
issues that could adversely impact the company's business.
FIRSTONSITE GP: FTI Consulting Named as CCAA Monitor
----------------------------------------------------
FirstOnSite G.P. Inc. sought and obtained from the Ontario Superior
Court of Justice at Toronto an initial order under the Companies'
Creditors Arrangement Act as amended under court file number
CV-16-11358-00CL. The protection and authorizations provided by
the initial order were also extended to FirstOnsite Restoration LP.
FTI Consulting Canada Inc. has been appointed monitor.
A copy of the initial order and other public information concerning
these CCAA proceedings can be found on the monitor's website at
http://cfcanada.fticonsulting.com/firstonsiteor may be obtained by
contacting the monitor at:
FTI Consulting Canada Inc.
Monitor of FirstOnSite G.P. Inc.
TD Waterhouse Tower
79 Wellington Street West
Suite 2010, P.O. Box 104
Toronto, Ontario M5K 1G8
Tel: 416-649-8108
Toll Free: 1-844-709-6730
Email: firstonsite@fticonsulting.com
FirstOnSite Restoration -- http://www.firstonsite.ca-- provides
remediation, restoration and reconstruction services nationwide,
and for the US large loss and commercial market.
FLORIDA EAST: S&P Affirms 'CCC+' CCR, Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Florida East Coast Industries LLC (FECI). The
outlook is negative.
S&P also affirmed its 'B' issue-level rating on the company's
co-issued (with Florida East Coast Holdings Corp.) $875 million
senior secured notes due 2019 and 'CCC' issue-level rating on $275
million senior unsecured notes due 2020. The recovery rating on
the senior secured notes remains '2', indicating S&P's expectations
for substantial recovery in the event of default, at the low end of
the 70% to 90% range. The '6' recovery rating on the senior
unsecured notes reflects expectations for negligible recovery (0%
to 10%).
S&P revised its liquidity assessment on FECI to "less than
adequate" from "adequate".
"FECI is a diversified, Florida-based real estate, infrastructure,
and transportation company that is owned by various funds sponsored
by Fortress Investment Group. Fortress acquired the company in
2007 (along with its affiliate, FECR) and then separated the real
estate operations and the freight railway operations into two
separate entities," said credit analyst Anita Ogbara.
The negative outlook on FECI reflects the unsustainability of the
current capital structure, in S&P's view, given very high leverage
levels, elevated exposure to floating-rate debt, and increasing
reliance on less predictable merchant building and land sales to
service debt obligations.
S&P would lower the ratings if it believes the company would seek a
restructuring of its capital structure due to continued operating
losses, development plans related to AAF stumble, or dwindling cash
balances. S&P could also lower the rating to 'CCC' if it believes
that a default is likely over the next 12 months absent an
unforeseen positive development.
S&P presently sees limited prospects for ratings improvement in the
next 12 months, absent a meaningful deleveraging event, which could
possibly occur via accelerated asset or land divestitures as the
South Florida commercial property markets continue to strengthen.
FLOUR CITY BAGELS: Court Approves Phoenix Management as Advisors
----------------------------------------------------------------
The Hon. Paul R. Warren of the U.S. Bankruptcy Court for the
Western District of New York approved the employment of Phoenix
Management Services, LLC as financial advisors and Phoenix Capital
Resources as investment bankers of Flour City Bagels, LLC, nunc pro
tunc to the March 2, 2016 petition date.
William K. Harrington, the U.S. Trustee of the Debtor, filed an
objection to the retention applications generally in light of the
limited available revenue and assets in this case. According to
the U.S. Trustee, the Applications do not sufficiently set forth:
(a) why this level of support is necessary;
(b) how the Debtor will be able to generate sufficient income
to pay this number of professionals; or
(c) compelling reasons for the estate to incur additional
administrative expenses. Until supplemental explanations
are provided, the applications should be denied.
The Official Committee of Unsecured Creditors for the Debtor also
objected to the final approval and payment of fees to Phoenix
Management and/or Phoenix Capital that prove to be unreasonable
give an after-the-fact analysis of the results obtained in this
case.
The U.S. Trustee is represented by:
Kathleen D. Schmitt, Esq.
Assistant United States Trustee
Office of the United States Trustee
100 State Street, Room 6090
Rochester, NY 14614
Tel: (585) 263-5812
The Committee is represented by:
Jason B. Binford, Esq.
KANE RUSSELL COLEMAN & LOGAN PC
3700 Thanksgiving Tower
1601 Elm Street
Dallas, TX 75201
Tel: (214) 777-4200
Fax: (214) 777-4299
E-mail: jbinford@krcl.com
About Flour City Bagels
Headquartered in Fairport, New York, Flour City Bagels, LLC
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, the Debtor opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. The Debtor employs 425 people.
Flour City Bagels, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million. Kevin Coyne, the manager, signed the petition.
Judge Paul R. Warren is assigned the case.
Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.
An official committee of unsecured creditors has been appointed in
the case.
FLOUR CITY BAGELS: Court Okays Bond Schoeneck as Counsel
--------------------------------------------------------
The Hon. Paul R. Warren of the U.S. Bankruptcy Court for the
Western District of New York authorized the hiring of Bond,
Schoeneck & King, PLLC as Flour City Bagels, LLC's counsel.
William K. Harrington, the U.S. Trustee of the Debtor, filed an
objection to Bond Schoeneck's hiring on April 19, 2016. The
Trustee indicated that without further disclosure, the Applications
do not comply with the requirements of the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure. Specifically:
-- as a threshold matter, the Retention Applications do not
justify why the Debtor needs two law firms to represents its
interests;
-- no attorney working on this case could be considered "local"
and thus there is no expertise or cost savings resulting
from the hiring of two law firms for the Debtor. In one, the
attorneys are from Cleveland and in the other, the attorneys
are in Syracuse, which is in a separate district;
-- the Retention Applications do not clearly delineate tasks or
the criteria for assigning tasks to each firm;
-- additional information is needed on how the Debtor's two
counsels will avoid duplication of services;
-- travel appears to be billed at a full rate rather than the
customary 50% rate or written off in the exercise of billing
discretion;
-- Bond Schoeneck has failed to attach its engagement letter;
-- it is unclear if counsel has obtained waivers from clients
that it represents who may have a conflict with the Debtor;
and
-- the orders fails to provide notice of any future billing
rates change.
The U.S. Trustee is represented by:
Kathleen D. Schmitt, Esq.
Assistant United States Trustee
Office of the United States Trustee
100 State Street, Room 6090
Rochester, NY 14614
Tel: (585) 263-5812
About Flour City Bagels
Headquartered in Fairport, New York, Flour City Bagels, LLC
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, the Debtor opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. The Debtor employs 425 people.
Flour City Bagels, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million. Kevin Coyne, the manager, signed the petition.
Judge Paul R. Warren is assigned the case.
Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.
An official committee of unsecured creditors is appointed in the
case and represented by Jason B. Binford, Esq., at Kane Russell
Coleman & Logan PC.
FRED FULLER: Settles Rymes Heating Claims
-----------------------------------------
Fred Fuller Oil & Propane Co., Inc., and Rymes Heating Oils, Inc.,
filed a Joint Motion seeking approval from the Bankruptcy Court of
an agreement by and between the Debtor and Rymes on certain credits
held by former customers of the Debtor and certain employee claims.
The Parties intended to resolve any and all claims by and between
the Debtor, its estate and Rymes, agree as follows:
a. Rymes shall deliver heating oil to the Customers in full and
final satisfaction of the Credit Balances.
b. Delivery of heating oil shall be the Customer's only remedy
for the Credit Balances. Rymes shall not issue any checks, refunds
or credit an existing debit balance for any Customer.
c. If Customer fails for any reason to contact Rymes at the
Designated Telephone Number and/or schedule a Delivery Date that is
within one hundred and eighty (180) days of approval of the Motion,
the Customer is forever barred from recovering its Credit Balance
from Rymes, the Debtor or the Debtor's Estate.
d. For audit purposes, Rymes shall provide certificates of
compliance to the Debtor detailing the Customer, the amount of
gallons delivered to the Customer and date of delivery.
e. There is no dispute between Rymes and the Debtor on liability
for approximately $20,000 in claims filed by former employees of
the Debtors. However, Rymes and the Debtor have agreed to a process
under which the Employee Claims will be satisfied.
f. Rymes will provide the Debtor with a withdrawal of proof of
claim, signed by each Rymes Employee, evidencing Rymes compliance
with the PTO Credit.
g. Rymes will pay to the estate $9,938 to satisfy the Employee
Claims of the Debtor's former employees who declined Rymes’ offer
of employment after the Sale or have subsequently left the employ
of Rymes.
h. The Debtor and Debtor's bankruptcy estate shall absolutely,
unconditionally, and irrevocably release and forever discharge
Rymes of and from all demands, damages and any and all other
claims, and liabilities whatsoever of every kind and nature which
the Releasing Party may have or claim to have against the
Releasees, provided, that nothing in this release shall in any way
release, discharge or relieve any of the Releasees from any of the
Parties' obligations, claims, covenants or agreements made or
preserved by the express terms of the Motion or with respect to the
Harvard Pilgrim Claim as defined in the APA and any issue related
to record storage and fees and costs associated therewith.
Fred Fuller Oil & Propane Co., Inc. is represented by:
William S. Gannon, Esq.
WILLIAM S. GANNON, PLLC
889 Elm Street, 4th Floor
Manchester, NH 03101
Telephone: (603) 621-0833
Email: bgannon@gannonlawfirm.com
Rymes Heating Oils, Inc. is represented by:
James S. LaMontagne, Esq.
Christopher Candon, Esq.
SHEEHAN PHINNEY BASS + GREEN PA
1000 Elm Street, P.O. Box 3701
Manchester, NH 03101-3701
Telephone: (603) 668-0300
Email: jlamontagne@sheehan.com
ccandon@sheehan.com
About Fred Fuller Oil
Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
was the largest heating oil company in the state, serving about
30,000 New Hampshire customers.
It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188)
in Manchester, New Hampshire, on Nov. 10, 2014. Fredrick J.
Fuller, the president, signed the bankruptcy petition.
The Debtor estimated $10 million to $50 million in assets and debt.
The Nov. 10, 2014 court filing shows that the Debtor has about
$13.5 million in debt.
William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.
On Feb. 12, 2015, the Office of the U.S. Trustee appointed a
three-member Official Committee of Unsecured Creditors. The
Committee selected Brinkman Portillo Ronk, APC, as its counsel with
Deming Law Office acting "of counsel."
* * *
The Court on Nov. 26, 2014, entered an order authorizing the Debtor
to sell substantially all assets to Rymes Heating Oil, Inc. The
Order called for Rymes to assume the liability and responsibility
for performing the Debtor's liabilities under the "Pre-Buy/Budget
Contracts," and to deliver fuel to their homes without further
cost. Under the purchase and sales agreement as approved by the
Court, Rymes assumed the liabilities for employee vacation and sick
pay; delivered a promissory note for $3.645 million to Sprague; and
delivered a promissory note to the estate in the amount of$275,000.
Rymes also agreed to pay Raymond Green up to $2.5 million. Also
sold through the sale process were assets belonging to Mr.
Frederick Fuller, or non-debtor entities he controlled. Disputes
over what was intended to be Rymes' or the Debtor's responsibility
under the sale continue to remain, and the estate is poised to
bring litigation against Rymes in the very near future.
FREEDOM COMMS: Debtors, Panel Want Exclusivity Extended to June 28
------------------------------------------------------------------
Freedom Communications Inc. and its affiliated debtors, and the
Official Committee of Unsecured Creditors appointed in the Debtors'
cases ask Judge Mark S. Wallace of the U.S. Bankruptcy Court for
the Central District of California for an order further extending:
-- the exclusivity periods for a period of 60 days, pursuant
to section 1121 of the Bankruptcy Code, by which the Debtors and
the Committee have to file a joint chapter 11 plan, from April 29,
2016 to and including June 28, 2016; and
-- the solicitation exclusivity periods for a period of 60
days, pursuant to section 1121 of the Bankruptcy Code, during which
only the Debtors and the Committee may solicit acceptances to
theirjoint plan, from June 28, 2016 to and including August 27,
2016.
Since the beginning of these chapter 11 cases, the Debtors have
directed their efforts toward marketing their assets and solicting
offers for the purchase of their assets. Through diligent efforts
the Debtors were able to secure a purchaser for substantially all
of the Debtors' assets, the purchaser being MediaNews Group, Inc.,
d/b/a Digital First Media (“DEM"), and on March 31, 2016, the
sale to DFM closed.
The Debtors and the Committee tell the Court that the Debtors
simply could not file a plan and disclosure statement prior to the
conclusion of the sale of their assets, as the proceeds from the
sale is the source of funding for the plan. Now that the sale to
DFM has closed, the Debtors together with the Committee are
focusing their attention on negotiating and preparing a joint
chapter 11 plan of liquidation pursuant to which, among other
things, the proceeds of the sale will be distributed.
About Freedom Communications
Headquartered in Santa Ana, California, Freedom Communications,
Inc., owns two daily newspapers -- The Press-Enterprise in
Riverside, Calif. and The Orange County Register in Santa Ana,
Calif.
Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.
Headquartered in Santa Ana, California, Freedom owns two daily
newspapers -- The Press-Enterprise in Riverside, Calif. and The
Orange County Register in Santa Ana, Calif.
Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on
Nov. 1, 2015. Richard E. Mirman signed the petition as chief
executive officer. Lobel Weiland Golden Friedman LLP serves as
the
Debtors' counsel.
Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.
FREEDOM COMMUNICATIONS: GlassRatner's Smith to Oversee Wind-Down
----------------------------------------------------------------
Freedom Communications, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Central District of California to expand
the scope of retention of GlassRatner Advisory & Capital Group LLC
as financial advisor and consultant to the Debtors.
The Debtors propose that Brad Smith, senior manager of GlassRatner
Advisory & Capital Group LLC, and CRO of the Debtors; and
GlassRatner will, inter alia, oversee the remaining employees in
winding down the Debtors' businesses, including terminating the
Debtors' pension plans and 401k, and providing analysis for the
purpose of preparing a disclosure statement and liquidating plan of
reorganization.
By an order dated December 23, 2015, the Bankruptcy Court approved
the Debtors' Application to employ GlassRatner Advisory & Capital
Group LLC as Financial Advisor and Consultant.
Upon closing of the Sale, the Debtors lost most of their management
and staff, and Mr. Smith's experience and familiarity with the
Debtors' business operations is essential to complete the wind down
process.
GlassRatner will continue to comply with the modified compensation
procedures as set forth in the Original Application and approved by
way of the Employment Order.
Mr. Smith assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
GlassRatner can be reached at:
Brad Smith
GLASSRATNER ADVISORY & CAPITAL GROUP
19800 MacArthur Blvd., Suite 820
Irvine, CA 92612
Tel: (949) 429-4288
Fax: (949) 743-0333
E-mail: bsmith@glassratner.com
About Freedom Communications
Headquartered in Santa Ana, California, Freedom Communications,
Inc., owns two daily newspapers -- The Press-Enterprise in
Riverside, Calif. and The Orange County Register in Santa Ana,
Calif.
Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.
Headquartered in Santa Ana, California, Freedom owns two daily
newspapers -- The Press-Enterprise in Riverside, Calif. and The
Orange County Register in Santa Ana, Calif.
Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on
Nov. 1, 2015. Richard E. Mirman signed the petition as chief
executive officer. Lobel Weiland Golden Friedman LLP serves as the
Debtors' counsel.
Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.
* * *
In March 2016, Tribune Publishing won an auction for the assets of
Freedom Communications. However, at a hearing on March 21, the
bankruptcy judge approved the sale of Freedom to Digital First
Media, Inc., the stalking horse bidder.
Tribune Publishing was ultimately declared the winning bidder at
the March 16 bankruptcy auction. The $56 million deal, however,
was challenged by the U.S. government, which filed a lawsuit on
March 17 in U.S. District Court in Los Angeles, Calif. The
goverment sought to block Tribune from closing its acquisition of
Freedom's assets, saying the sale poses antitrust issues.
Because Freedom Communications was to run out of operating capital
by the end of March, it asked the Court to be allowed to name
Digital First Media as the successful bidder. DFM's offer was
about $52 million.
FUHU INC: Committee Seeks to Expand Scope of PwC's Services
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Arctic Sentinel,
Inc. (f/k/a Fuhu Inc.), et al., seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to expand the scope
of retention of PricewaterhouseCoopers LLP as financial advisor to
the Committee, nunc pro tunc to February 25, 2016.
On January 20, 2016, the Committee filed the application for an
order authorizing the retention of PricewaterhouseCoopers as
financial advisor to the Committee nunc pro yunc to December 18,
2015.
The Committee requires PricewaterhouseCoopers to provide:
(a) forensic preservation of all financial data from systems
including but not limited to QuickBooks, JD Edwards, third
party Payroll, PayPal, personal computers and Windows file
servers; and
(b) forensic preservation of other data sources including but
not limited to personal computers, corporate Gmail
accounts, corporate Google Drive accounts and Dropbox.com
accounts;
Upon completion of data extraction, and subject to the extent of
data made available, PwC will perform a series of data analytics.
The firm will also provide additional services may include data
processing and hosting to facilitate document review and other
analysis as directed by the Committee.
PwC will be paid at these hourly rates:
Personnel Hourly Billing Rates
Partner/Principal $650
Director/Senior Manager $475
Manager $395
Senior Associate $350
Associate $290
PwC will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Brian T. Fox, partner in the firm of PricewaterhouseCoopers LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
PricewaterhouseCoopers can be reached at:
Brian T. Fox
PRICEWATERHOUSECOOPERS LLP
300 Madison Avenue
New York, NY 10017
Tel: (646) 471-3000
Fax: (813) 286-6000
Email: brian.t.fox@us.pwc.com
About Fuhu, Inc.
Fuhu, Inc. and Fuhu Holdings, Inc. filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12465) on Dec. 7, 2015.
The petition was signed by James Mitchell as chief executive
officer. The Debtors estimated assets in the range of $10 million
to $50 million and liabilities of $100 million to $500 million.
Pachulski Stang Ziehl & Jones LLP represents the Debtors as
counsel. Judge Christopher S. Sontchi presides over the case.
Fuhu is headquartered in El Segundo, California, and employs
approximately 115 employees and retains one independent contractor
who work in various areas including marketing, sales, operations,
creative, technology, development and management.
Court document indicates that between 2010 and 2013, Fuhu's revenue
grew to more than $195 million in 2013. Fuhu's array of nabi
tablets are sold in more than 10,000 retail outlets, including
Target, Best Buy, Costco Wholesale, Toys R'Us and Walmart stores.
Fuhu Moldings owns significant intellectual property assets of the
Debtors, including trademarks and copyrights.
The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors. Cooley LLP represents
the committee.
* * *
The Debtors won approval of bidding procedures in connection with
the sale substantially all of their operating assets. The Court
approved a Jan. 15, 2016 bid deadline, a Jan. 19 auction, and a
Jan. 20 sale hearing. Absent higher and better offers, the Debtors
are under contract sell the assets to stalking horse GWS Fuhu, LLC,
for $10,000,000, subject to adjustments, plus the assumption of the
assumed liabilities, and for a minimum of $1,000,000 to be
available for satisfaction of the claims of unsecured creditors.
GREGORY REDFORD: Court Wants Chapter 11 Plan Filed by May 13
------------------------------------------------------------
At the behest of debtors Gregory Redford and Nevis Gail Redford,
Bankruptcy Judge Thomas H. Fulton of the U.S. Bankruptcy Court for
the Western District of Kentucky ruled that:
-- no party other than the Debtors may file a Chapter 11 plan
at any time prior to May 13, 2016; and
-- provided that the Debtors file a plan on or before May 13,
2016, the Debtors will have the exclusive right to solicit
acceptances of a plan sufficient to
achieve confirmation thereof until June 13, 2016.
Gregory Redford and Nevis Gail Redford filed a joint Chapter 11
petition (Bankr. W.D. Ky. Case No. 15-10824) on August 18, 2015,
represented by:
David M. Cantor, Esq.
SEILLER WATERMAN LLC
Meidinger Tower - 22nd Floor
462 S. Fourth Street
Louisville, KY 40202
Telephone: (502) 584-7400
HAGGEN HOLDINGS: Can Sell Pharmacy Assets to Albertson's for $250K
------------------------------------------------------------------
Judge Kevin Gross of the Bankruptcy Court for the District Court of
Delaware approves the Sale Transaction by and between the Operating
Debtor Haggen, Inc., as the Seller and Albertson's LLC, the Buyer,
for the sale of Operating Debtor's Pharmacy Assets at Store No.
79.
Pursuant to the Asset Purchase Agreement, the Purchase Price of the
Pharmacy will be in the sum of $250,000 for the Records and
Goodwill, plus the cost of the Inventory, subject to following
adjustment: "If the Prescription rate is less than 567, the
Purchase Price shall be reduced by $418 for every prescription
below 597, subject to an Inventory cap of $200,000 with sole
discretion of the Buyer to waive the Inventory Cap and Purchase
Inventory in excess of $200,000."
About Haggen Holdings, LLC
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.
HANCOCK FABRICS: A&G Realty Places Former Headquarters Up For Sale
------------------------------------------------------------------
A&G Realty Partners puts former Hancock Fabrics Inc.'s 742,372 sq.
ft. industrial facility up for sale. The complex includes
manufacturing distribution, warehouse and office space across three
buildings. The firm can be reached at:
A&G Realty Partners
Attn: Mike Matlat
445 Broadhollow Road Suite 410
Melville, NY 11747
Tel: (631) 465-9508
Cel: 516-835-6632
Email: mike@agrealtypartners.com
About Hancock Fabrics
Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics". Hancock has 4,500
full-time and part time employees. The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/
Hancock Fabrics, Inc. and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb.
2, 2016. Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions. Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.
The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million. The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.
HHCS CHOICES: Creditors' Panel Taps Duane Morris as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Hebrew Hospital
Home of Westchester, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Duane Morris LLP as counsel to the Committee, nunc pro tunc to
March 11, 2016.
The Committee requires Duane Morris to:
(a) advise the Committee with respect to its rights, duties and
powers in this chapter 11 case;
(b) assist and advise the Committee in its consultations with
the Debtor relative to the administration of this chapter
11 case;
(c) assist the Committee in analyzing the claims of the
Debtor's creditors and in negotiating with holders of
claims;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtor and of the operation of the Debtor's business;
(e) assist the Committee in its analysis of, and negotiations
with, the Debtor or third parties concerning matters
related to, among other things, the assumption or rejection
of certain leases of non-residential real property and
executory contracts, asset dispositions, financing of other
transactions and the terms of one or more plans of
liquidation for the Debtor and accompanying disclosure
statements and related plan documents;
(f) assist and advise the Committee as to its communications to
the general creditor body regarding significant matters in
this chapter 11 case;
(g) represent the Committee at hearings and other proceedings
before this Court;
(h) review and analyze motions, applications, orders,
statements, operating reports and schedules filed with the
Court and advise the Committee as to their propriety, and
to the extent deemed appropriate by the Committee support,
join or object thereto, as applicable;
(i) advise and assist the Committee with respect to
legislative, regulatory or governmental activities related
to these cases;
(j) prepare, on behalf of the Committee, or assist the
Committee in preparing pleadings and applications as may be
necessary, desirable or appropriate in furtherance of the
Committee's interests and objectives, including without
limitation, statements, motions, applications, memoranda,
adversary complaints, objections or comments in connection
with matters related to the Debtor or this chapter 11 case;
(k) assist the Committee in its review and analysis of all of
the Debtor's various agreements;
(l) perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code, Bankruptcy Rules or other
applicable law.
Duane Morris will be paid at these hourly rates:
James J. Vincequerra, Partner $625.50
Patricia Heer, Associate $515
Duane Morris will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Duane Morris 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.
Duane Morris can be reached at:
James J. Vincequerra, Esq.
DUANE MORRIS LLP
1540 Broadway
New York, NY 10036-4086
Tel: (212) 692-1000
Fax: (212) 692-1020
E-mail: JVincequerra@duanemorris.com
About HHH Choices Health Plan, LLC
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC
on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the
Debtor
for certain services rendered. They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.
With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an
order
for relief was entered on June 22, 2015.
Judge Michael E. Wiles oversees the case.
On Jan. 14, 2016, this Court entered an order administratively
consolidating the chapter 11 case of the Debtor with the chapter
11
cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew
Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264,
and 16-10028).
HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as
legal counsel.
On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five
members to the Committee. The current members of the Committee
are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber,
Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe;
(d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e)
Peter Clark on behalf of Ann Clark.
Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the
Committee. The panel tapped CohnReznick LLP, as its financial
advisor.
HHH CHOICES: HHSH Hires Cushman & Wakefield as Appraiser
--------------------------------------------------------
Hebrew Hospital Senior Housing, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Cushman & Wakefield of Connecticut, Inc. as appraiser, nunc
pro tunc to February 24, 2016.
The Debtor requires Cushman & Wakefield to:
(a) appraisal of market value of fee simple interest;
(b) property inspection to the extent necessary to adequately
identify the real estate;
(c) research relevant market data, in terms of quantity,
quality, and geographic comparability, to the extent
necessary to produce credible appraisal results;
(d) consider and develop the income capitalization approach,
along with those other approaches relevant and applicable
to the appraisal problem, as described by the Debtor;
(e) review and analysis of Debtor records through formal
requests for information;
(f) preparation of appraisal report; and
(g) provide testimony at proceedings, meetings with attorneys
and/or clients, and depositions.
Cushman & Wakefield's requested compensation for professional
services rendered to the Debtor is an agreed fixed fee of $7,500
for the appraisal report, plus travel and testimony related
expenses as follows:
(i) $250/hour for pre-meeting conference calls;
(ii) $100/hour for port to-port for time of travel excluding
meeting time; and
(iii) $350/hour for during meeting time, all with a cap of
$2,500/day.
Cushman & Wakefield will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Krystyna Gut, senior director of Cushman & Wakefield, 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.
Cushman & Wakefield can be reached at:
Krystyna Gut
CUSHMAN & WAKEFIELD OF CONNECTICUT, INC.
107 Elm Street, 8th Floor
Stamford, CT 06902
Tel: (203) 326-5845
Fax: (203) 326-5835
E-mail: Krystyna.gut@cushwake.com
About HHH Choices Health Plan, LLC
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC
on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the
Debtor
for certain services rendered. They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.
With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an
order
for relief was entered on June 22, 2015.
Judge Michael E. Wiles oversees the case.
On Jan. 14, 2016, this Court entered an order administratively
consolidating the chapter 11 case of the Debtor with the chapter
11
cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew
Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264,
and 16-10028).
HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as
legal counsel.
On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five
members to the Committee. The current members of the Committee
are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber,
Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe;
(d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e)
Peter Clark on behalf of Ann Clark.
Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the
Committee. The panel tapped CohnReznick LLP, as its financial
advisor.
HHH CHOICES: HHSH Hires Griffin Coogan as Special Counsel
---------------------------------------------------------
Hebrew Hospital Senior Housing, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Griffin, Coogan, Sulzer & Horgan, P.C. as special legal
counsel, nunc pro tunc to March 28, 2016.
Griffin Coogan will provide legal services in respect of real
estate tax assessment matters; namely, the objective of reducing
the amounts set forth in the Assessment Notice.
The current hourly rates for those attorneys and legal assistants
primarily responsible for Griffin Coogan's representation of the
Debtor range between $120 and $350.
Griffin Coogan will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William E. Sulzer, member of Griffin Coogan, 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.
Griffin Coogan can be reached at:
William E. Sulzer, Esq.
GRIFFIN, COOGAN, SULZER & HORGAN, P.C.
51 Ponfield Road
Bronxville, NY 10708
Tel: (914) 961-1300
Fax: (914) 771-7298
E-mail: wes@gcshlaw.com
About HHH Choices Health Plan, LLC
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC
on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the
Debtor
for certain services rendered. They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.
With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an
order
for relief was entered on June 22, 2015.
Judge Michael E. Wiles oversees the case.
On Jan. 14, 2016, this Court entered an order administratively
consolidating the chapter 11 case of the Debtor with the chapter
11
cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew
Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264,
and 16-10028).
HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as
legal counsel.
On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five
members to the Committee. The current members of the Committee
are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber,
Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe;
(d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e)
Peter Clark on behalf of Ann Clark.
Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the
Committee. The panel tapped CohnReznick LLP, as its financial
advisor.
HHH CHOICES: Senior Housing's Exclusivity Extended to July 6
------------------------------------------------------------
At the behest of Hebrew Hospital Senior Housing, Inc., Bankruptcy
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York ruled that pursuant to Section
1121(d) of the Bankruptcy Code, the period during which the Debtor
and the Creditors' Committee each have the exclusive right to:
-- file a Chapter 11 plan is extended through and including
July 6, 2016; and
-- solicit acceptances for a Chapter 11 plan is extended
through and including September 5, 2016.
The extension is without prejudice to the Debtor and/or Creditors'
Committee making applications for further extensions of its
Exclusive Periods based upon cause
shown.
About HHH Choices Health Plan, LLC
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC
on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the
Debtor
for certain services rendered. They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.
With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an
order
for relief was entered on June 22, 2015.
Judge Michael E. Wiles oversees the case.
On Jan. 14, 2016, this Court entered an order administratively
consolidating the chapter 11 case of the Debtor with the chapter
11
cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew
Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264,
and 16-10028).
HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as
legal counsel.
On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five
members to the Committee. The current members of the Committee
are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber,
Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe;
(d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e)
Peter Clark on behalf of Ann Clark.
Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the
Committee. The panel tapped CohnReznick LLP, as its financial
advisor.
HIGHER LIVING CHRISTIAN: Wants More Time to Confirm Plan
--------------------------------------------------------
Higher Living Christian Church, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Georgia to extend the time
within which it may solicit acceptances of its already filed Fourth
Amended Chapter 11 Plan and obtain confirmation during which
competing plans may not be filed by any other party in interest,
through and including June 30, 2016.
Higher Living filed its proposed Chapter 11 Plan of Reorganization
and its Disclosure Statement related thereto on February 26, 2015.
On November 16, 2015, Higher Living filed its First Amended Plan
and its First Amended Disclosure Statement related thereto. Higher
Living then filed its Second Amended Plan and its Second
Amended Disclosure Statement related thereto on January 5, 2016.
Higher Living filed its Third Amended Plan and its Third Amended
Disclosure Statement related thereto on January 25, 2016. Higher
Living filed its Fourth Amended Plan and its Fourth Amended
Disclosure Statement related thereto on February 11, 2016.
The Court originally scheduled the Disclosure Statement Hearing for
April 9, 2015, which was continued to June 17, 2015, August 12,
2015, September 16, 2015, December 17, 2015 and most recently to
January, 26, 2016. After the filing of the Fourth Amended Plan and
Fourth Amended Disclosure Statement, the Court approved the Fourth
Amended Disclosure Statement and set the Confirmation Hearing for
April 19, 2016, along with other deadlines related thereto, by
Order of the Court entered February 16, 2016, allowing Higher
Living and Evangelical Christian Credit Union, Higher Living's
largest creditor, to engage in discovery prior to the Confirmation
Hearing.
After the Fourth Amended Disclosure Statement was approved and the
Court approved the latest extension of the 180-day Deadline to May
31, 2016, but prior to the April 19, 2016 Confirmation Hearing
date, ECCU and Higher Living reached a settlement in principle
regarding ECCU's plan treatment. In order to formalize the
settlement, ECCU is required to seek a waiver from the National
Credit Union Administration, a process which takes 30-45 days from
the date of the Exclusivity Motion. Therefore, counsel for Higher
Living appeared at the April 19, 2016 Confirmation Hearing and,
after announcements, requested that the Confirmation Hearing be
continued to June 21, 2016, to allow ECCU to obtain the necessary
waiver from the NCUA.
Higher Living Christian Church, Inc. operates a church with
locations in Hampton, Georgia; Jonesboro, Georgia; and Atlanta,
Georgia. Higher Living Christian Church, Inc., fka New Birth South
Metropolitan Church, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 15-50256) on January 5, 2015, listing $1 million to
$10 million in both assets and liabilities, and is represented by:
Anna Mari Humnicky, Esq.
COHEN POLLOCK MERLIN & SMALL
Suite 1600, 3350 Riverwood Parkway
Atlanta, GA 30339
Tel: (770) 857-4770
Email: ahumnicky@cpmas.com
- and -
Garrett H. Nye, Esq.
COHEN POLLOCK MERLIN & SMALL, P.C.
Suite 1600, 3350 Riverwood Parkway
Atlanta, GA 30339
Tel: (770) 857-4790
Fax: (770) 763-3168
Email: gnye@cpmas.com
- and -
Gus H. Small, Esq.
COHEN POLLOCK MERLIN & SMALL, PC
Suite 1600, 3350 Riverwood Parkway
Atlanta, GA 30339-6401
Tel: (770) 858-1288
Email: gsmall@cpmas.com
The petition was signed by Andre Landers, CEO and Chairman of
Board
of Directors.
HORSEHEAD HOLDING: Hires Global Tax Management as Tax Advisor
-------------------------------------------------------------
Horsehead Holding Corp., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Global Tax
Management, Inc., as their tax advisor, nunc pro tunc to the
Petition Date.
The services GTM will provide consist of these tasks:
(a) providing tax advisory services, including modeling
assistance, in the ordinary course of business, including
assisting with various Internal Revenue Service and state
and local tax examinations, research and discussions
regarding federal, state, and local tax issue (including
the procurement of various tax credits), assistance in
necessary tax analysis, provisions, and footnotes related
to the debtors public filings, assisting with the
documentation and filing of various accounting and tax
documents, including, but not limited to, refunds, returns
and ordinary course audits, and providing assistance,
documentation, and advice with various ordinary course
direct and indirect tax issues;
(b) providing assistance to the Debtors with the planning and
implementation of their bankruptcy and bankruptcy
emergence accounting requirements, including the
preservation and utilization of tax attributes, including
net operating losses, understanding additional accounting
requirements, participating in discussions with the
Debtors, including their advisors, reviewing bankruptcy
alternatives, analyzing any costs, including fees, for the
purposes of deterring tax treatment of such costs for
federal, state, and local tax purposes, and the provision
of related analysis, opinions, correspondence,
conclusions, and recommendations; and
(c) performing other tax advisory services as requested by the
Debtors and agreed upon by the Debtors and GTM in writing
(which may be by e-mail), subject to approval of the
Court.
GTM will be paid at these hourly rates, depending on the
classification of professional providing the Services:
Directors $350
Senior Managers $275
Managers $235
Supervising Seniors $195
Senior Tax Analyst $170
Tax Analyst $135
In addition to the fees, the Debtors have also agreed to reimburse
GTM for reasonable and documented expenses incurred in connection
with GTM's engagement by, and service rendered to, the Debtors in
the performance of the Services.
According to the declaration of Mark E. O'Block, a Director at GTM,
GTM is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The Court will convene a hearing on May 2, 2016, at 10:00 a.m.
(ET), to consider the application.
About Horsehead Holding Corp.
Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a U.S. producer of specialty zinc and zinc-based
products and a leading recycler of electric arc furnace dust; The
International Metals Reclamation Company, LLC ("INMETCO"), a
leading recycler of metals-bearing wastes and a leading processor
of nickel-cadmium (NiCd) batteries in North America; and Zochem
Inc., a zinc oxide producer located in Brampton, Ontario.
Horsehead, headquartered in Pittsburgh, Pa., has seven facilities
throughout the U.S. and Canada. The Debtors currently employ
approximately 730 full-time individuals.
Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal
Products, LLC, The International Metals Reclamation Company, LLC,
and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition
was signed by Robert D. Scherich as vice president and chief
financial officer. Judge Christopher S. Sontchi is assigned to the
case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management
Advisors, LLC as financial advisor, Lazard Middle Market LLC as
investment banker, Epiq Bankruptcy Solutions, LLC as claims and
noticing agent and Aird & Berlis LLP as Canadian counsel.
The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million. As of the Petition Date, the
Debtors' consolidated long-term debt obligations totaled
approximately $420.7 million.
HORSEHEAD HOLDING: Schoellerbank Joins Bids to Appoint Equity Panel
-------------------------------------------------------------------
Schoellerbank Invest AG for Schoellerbank Aktienfonds Value filed
with the U.S. Bankruptcy Court for the District of Delaware a
joinder to motions to appoint an equity committee in the bankruptcy
cases of Horsehead Holding Corp., et al.
The motions to appoint are filed by Guy Spier, manager of the
Aquamarine Fund, and Phil Town, managing partner of Rule One
Partners, LLC.
"We fully agree with their words. Schoellerbank Aktienfonds Value
has been a shareholder since 2012 and still holds 221,662 shares of
Horsehead Holding," Mag. Thomas Meitz, Management Board, and
Alexander Schlager, Authorized Officer, said in the joinder.
About Horsehead Holding Corp.
Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a U.S. producer of specialty zinc and zinc-based
products and a leading recycler of electric arc furnace dust; The
International Metals Reclamation Company, LLC ("INMETCO"), a
leading recycler of metals-bearing wastes and a leading processor
of nickel-cadmium (NiCd) batteries in North America; and Zochem
Inc., a zinc oxide producer located in Brampton, Ontario.
Horsehead, headquartered in Pittsburgh, Pa., has seven facilities
throughout the U.S. and Canada. The Debtors currently employ
approximately 730 full-time individuals.
Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal
Products, LLC, The International Metals Reclamation Company, LLC,
and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition
was signed by Robert D. Scherich as vice president and chief
financial officer. Judge Christopher S. Sontchi is assigned to the
case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management
Advisors, LLC as financial advisor, Lazard Middle Market LLC as
investment banker, Epiq Bankruptcy Solutions, LLC as claims and
noticing agent and Aird & Berlis LLP as Canadian counsel.
The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million. As of the Petition Date, the
Debtors' consolidated long-term debt obligations totaled
approximately $420.7 million.
IAD PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: IAD Properties, LLC
43007 Janneys Corner Court
Ashburn, VA 20148
Case No.: 16-11433
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: April 21, 2016
Court: United States Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Hon. Robert G. Mayer
Debtor's Counsel: Bobbie U Vardan, Esq.
VARDAN LAW
P.O. Box 25
Great Falls, VA 22066
Tel: 703-475-6244
Fax: 703-649-6344
E-mail: vardanlaw@gmail.com
Total Assets: $768,000
Total Liabilities: $1.15 million
The petition was signed by Ali Syed Kazmi, trustee of the land
trust and executor of Syed Aftab Kazmi's estate.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
ICTS INTERNATIONAL: Mayer Hoffman Expresses Going Concern Doubt
---------------------------------------------------------------
ICTS International N.V. filed with the Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$4.70 million on $187 million of revenue for the year ended Dec.
31, 2015, compared to net income of $1.43 million on $173 million
of revenue for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, ICTS had $42.3 million in total assets, $84.6
million in total liabilities and a total shareholders' deficit of
$42.2 million.
As of Dec. 31, 2015 and 2014, the Company had cash on hand of $7.9
million and $6.0 million, respectively, not including restricted
cash of $4.4 million and $4.8 million as of December 31, 2015 and
2014, respectively. As of Dec. 31, 2015, and 2014 the restricted
cash serves as collateral for the Company's letters of credit in
the United States and restricted bank accounts in the Netherlands,
which are restricted for payments to local tax authorities.
Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, noting that the Company has a history of
losses from continuing operations, negative cash flows from
operations and a working capital and shareholders' deficit.
Collectively, these conditions raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 20-F is available for free at:
http://is.gd/MTAF5S
About ICTS International
ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.
ICTS specializes in the provision of aviation security and other
aviation services. Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.
ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.
In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.
INMOBILIARIA BAFCO: 341 Meeting of Creditors Set for May 9
----------------------------------------------------------
The meeting of creditors of Inmobiliaria Bafco Inc. is set to be
held on May 9, 2016, at 9:00 a.m., according to a filing with the
U.S. Bankruptcy Court in Puerto Rico.
The meeting will take place at the Ochoa Building, First Floor, 500
Tanca Street, San Juan, Puerto Rico.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Inmobiliaria BAFCO
Inmobiliaria Bafco, Inc., a single asset real estate, filed a
Chapter 11 bankruptcy petition (Bankr. D. P.R. Case No. 16-02642)
on April 4, 2016. Fernando Batlle signed the petition as
president. The Debtor listed total assets of $13.4 million and
total debts of $12.05 million. Judge Mildred Caban Flores is
assigned to the case.
J.T. ANDERSON: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of J.T. Anderson Funeral Home,
Ltd.
J.T. Anderson Funeral Home, Ltd. sought protection under Chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western
District of Pennsylvania (Pittsburgh) (Case No. 16-21344) on April
7, 2016. The Debtor is represented by Edgardo D. Santillan, Esq.,
at Santillan Law Firm, P.C.
JUNIPER GTL: 341 Meeting of Creditors Set for May 10
----------------------------------------------------
The meeting of creditors of Juniper GTL, LLC is set to be held on
May 10, 2016, at 11:00 a.m., according to a filing with the U.S.
Bankruptcy Court for the Southern District of Texas.
The meeting will take place at Suite 3401, 515 Rusk Avenue,
Houston, Texas.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Juniper GTL
Juniper GTL LLC is a Delaware limited liability company formed in
2012 for the sole purpose of building and operating a
"gas-to-liquids" facility in Westlake, Louisiana (the "Facility").
The Debtor maintains its headquarters in Houston, Texas. Upon
completion, the Facility is estimated to convert 13,600 MMBtu/day
(million British thermal units/day) of pipeline natural gas into
1,170 bpd (barrels per day) Fischer-Tropsch ("FT") products
consisting of 768 bpd of wax, 315 bpd of diesel, and 87 bpd of
naphtha. The Facility has been in development since May 2012 by SGC
Energia Co, LLC ("SGC Energia") and Great Northern Project
Development, LLC ("GNPD"), and since June 2014 together with
Calumet Specialty Products Partners, L.P. ("Calumet" and together
with SGC Energia and GNPD, the "Equity Sponsors").
Juniper GTL LLC, filed a Chapter 11 bankruptcy petitions (Bankr.
S.D. Tex. Case No.: 16-31959) on April 14, 2016. The petition was
signed by David Rush, chief restructuring officer.
The Debtor's estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million. Judge Marvin Isgur
has been assigned the case.
The Debtor has engaged King & Spalding LLP as counsel.
JUNIPER GTL: Judge Sets May 27 Deadline for Filing Claims
---------------------------------------------------------
A federal judge approved the deadline proposed by Juniper GTL, LLC
for filing pre-bankruptcy claims against the company.
The order, issued by U.S. Bankruptcy Judge Marvin Isgur, requires
creditors to file a proof of their claims on or before May 27,
2016, at 5:00 p.m. (Central Time).
This deadline is called a "bar date" because it means that
creditors who come forward after that date may be "barred" from
ever filing a claim against the company.
Meanwhile, all governmental units that have claims against the
company must submit a proof of their claims on or before
Oct. 11, 2016, at 5:00 p.m. (Central Time).
About Juniper GTL
Juniper GTL LLC is a Delaware limited liability company formed in
2012 for the sole purpose of building and operating a
"gas-to-liquids" facility in Westlake, Louisiana (the "Facility").
The Debtor maintains its headquarters in Houston, Texas. Upon
completion, the Facility is estimated to convert 13,600 MMBtu/day
(million British thermal units/day) of pipeline natural gas into
1,170 bpd (barrels per day) Fischer-Tropsch ("FT") products
consisting of 768 bpd of wax, 315 bpd of diesel, and 87 bpd of
naphtha. The Facility has been in development since May 2012 by SGC
Energia Co, LLC ("SGC Energia") and Great Northern Project
Development, LLC ("GNPD"), and since June 2014 together with
Calumet Specialty Products Partners, L.P. ("Calumet" and together
with SGC Energia and GNPD, the "Equity Sponsors").
Juniper GTL LLC, filed a Chapter 11 bankruptcy petitions (Bankr.
S.D. Tex. Case No.: 16-31959) on April 14, 2016. The petition was
signed by David Rush, chief restructuring officer.
The Debtor's estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million. Judge Marvin Isgur
has been assigned the case.
The Debtor has engaged King & Spalding LLP as counsel.
KAISER ALUMINUM: Moody's Hikes Corporate Family Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
(CFR) for Kaiser Aluminum Corporation (Kaiser) to Ba2 from Ba3 and
probability of default rating to Ba2-PD from Ba3-PD. At the same
time, Moody's assigned a Ba3 rating to the proposed $325 million in
unsecured notes. The proposed notes are being issued to redeem the
outstanding balance on the 8.25% notes due 2020, which ratings are
affirmed at Ba3. The excess proceeds relative to the notes being
tendered for is being retained for general corporate purposes,
including stock repurchases. The Ba3 rating on the existing notes
will be withdrawn upon the successful placement of the new notes
and redemption of the existing notes. The outlook is stable. The
speculative grade liquidity rating remains unchanged at SGL-1.
The change in Kaiser's CFR acknowledges the company's ability to
maintain solid metrics notwithstanding conversion price pressure in
some of its key business areas as a result of excess inventory in
the aerospace supply chain. The change also reflects the fact that
the company has, for the most part, completed its major strategic
investments, particularly at its Trentwood facility in Washington
to expand its heat treated plate capacity to serve the aerospace
industry. With the ramp-up currently in process for the company's
casting complex and heat treated expansion at Trentwood, Kaiser's
performance over the balance of 2016 and in 2017 is expected to
reflect the benefits from these strategic investments. The company
remains well positioned in its product offerings and sales into
both the aerospace and automotive industries. In addition to the
capacity expansion to serve the aerospace market, a key market,
these investments are expected to result in improved productivity
and operating efficiency.
The stable outlook considers the company's objective to maintain a
conservative capital structure and leverage profile that helps it
to accommodate the volatility in the aluminum markets and economic
cycles in its key end user markets: aerospace, automotive
extrusions, and general industry.
Issuer: Kaiser Aluminum Corporation
Upgrades:
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Ratings, Upgraded to Ba2 from Ba3
Affirmations:
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3, to (LGD5)
from (LGD4)
Assignments:
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)
Outlook Actions:
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The Ba2 CFR reflects Kaiser's moderate leverage as measured by its
debt/EBITDA ratio (1.3x for the year end December 31, 2015), the
strong market presence of its semi-fabricated aluminum mill
products in the currently favorable commercial aerospace and
automotive sectors, limited exposure to aluminum volatility given
its pass through business model, long standing relationships with
its biggest customers, and Moody's expectations for a continued
strong liquidity profile. Approximately 71% of Kaiser's value added
revenues (net sales less the hedged cost of aluminum) are derived
from its aerospace and automotive market segments (approximately
72% aerospace), which continue to enjoy good fundamentals. The
current solid outlook for these two industries is expected to
support performance in 2016 and beyond despite continued
competitive conditions in the aluminum plate market, which are
expected to clear in 2016 and the ongoing slow recovery in the
general engineering segment due to the slow improvement in
industrial manufacturing in the US. The company's liquidity
position, evidenced by $81 million in cash at March 31, 2016 and a
$300 million asset based revolving credit facility ($8 million in
letter of credit usage, $292 million available at March 31, 2016
based upon receivable and inventory positions) provide further
support to the rating.
At the same time, the Ba2 CFR also recognizes Kaiser's modest size
(with roughly $1.4 billion in revenues and $788 million in value
added revenues for the twelve months through December 31, 2015,
customer concentration; reliance on the cyclical aerospace and
light vehicle automotive segments; and the inherent risk associated
with its acquisition focused growth strategy. However, the company
has to date exhibited a disciplined approach to acquisitions and we
expect this same rigor to apply going forward.
The stable outlook considers the company's objective to maintain a
conservative capital structure and leverage profile that helps it
to accommodate the volatility in the end markets it serves and
economic cycles in its key end user markets: aerospace, automotive
extrusions, and general industry.
The Ba3 rating of the senior unsecured notes under Moody's loss
given default methodology, which are guaranteed on a senior
unsecured basis by each guarantor of the asset based revolver,
reflects the level of secured debt and priority payables in the
capital structure and their position at the same priority level as
remaining accounts payable, leases and pension obligations.
Given the relatively small size and scale of the company and end
product reliance on the aerospace and automotive industries, as
well as stock repurchase potential, Kaiser is unlikely to be
upgraded to Ba1 CFR. Despite the price pass through business model
for aluminum prices, the company remains vulnerable to volume
levels, and end market demand, all of which influence conversion
margins that can be achieved. The rating could be favorably
impacted should the company be able to sustain an adjusted
(CFO-dividends)/debt greater than 25%. Kaiser's ratings could be
lowered if metrics deteriorate (specifically, if debt to EBITDA
increases to greater than 3.5x and EBIT to interest falls below 3x
on a sustainable bases), if aerospace or auto sector fundamentals
turn negative from any shock to the global economy, if the company
makes acquisitions at aggressive multiples, or if available
liquidity (measured as cash plus revolver availability) drops below
$150 million for more than two quarters.
Kaiser Aluminum Corporation, based in Foothill Ranch, California,
currently operates 12 fabricating facilities throughout North
America (11 in the US, and 1 in Canada). Kaiser produces
value-added-sheet, plate, extrusions, rod, bar, and tube primarily
for aerospace, automotive, and general engineering market segments.
For the twelve months ended December 31, 2015, the company
generated revenues close to $1.4 billion of which
value-added-revenues were $788 million, a relatively small increase
of roughly 3% from 2014 (7.5% increase in value add YoY).
LATTICE INC: Sold 10.6 Million Common Shares
--------------------------------------------
Lattice Incorporated disclosed in a Form 8-K report filed with the
Securities and Exchange Commission that pursuant to the terms of a
Securities Purchase Agreement dated April 20, 2016, the Company
sold an aggregate of 10,633,336 shares of its common stock to 15
accredited investors for aggregate gross proceeds of $382,800.
In connection with the sale of the shares, the Company paid a
placement agent fee of $19,140 in cash to Boenning & Scattergood,
Inc. and will issue B&S a warrant to purchase 319,000 shares of the
Company's common stock at the price of $0.06 per share. The
investors were granted piggyback registration rights in connection
with the Placement Agreement. The Company may sell up to an
additional $217,200 of shares pursuant to the terms of the
Placement Agreement.
The securities were issued pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, as the transactions did not
involve a public offering.
About Lattice Inc.
Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.
Lattice reported a net loss available to common shareholders of
$5.55 million on $7.58 million of revenue for the year ended Dec.
31, 2015, compared to a net loss available to common shareholders
of $1.82 million on $8.94 million of revenue for the year ended
Dec. 31, 2014. As of Dec. 31, 2015, Lattice had $3.57 million in
total assets, $10.94 million in total liabilities and a total
shareholders' deficit of $7.36 million.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has a working capital deficit and requires additional
working capital to meet its current liabilities. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
LEHMAN BROTHERS: Could Deliver GBP1.2-Bil. Present to UK
--------------------------------------------------------
Kit Chellel, writing for Bloomberg Brief, reported that the British
government could be in line for a 1.2 billion-pound ($1.8 billion)
windfall from Lehman Brothers Holdings Inc., eight years after the
lender's collapse triggered a financial crash, recession and bank
bailouts.
According to the report, the U.K. tax agency, HMRC, expects to
collect levies on interest payments made to creditors by Lehman's
liquidators at PricewaterhouseCoopers, John Gardiner, a lawyer for
PwC, said at a London court hearing on April 28.
PwC asked a judge to rule on whether it should deduct taxes when
paying interest, or whether creditors should have to declare the
payments to the agency, Her Majesty’s
Revenue and Customs, themselves, the report related. The question
arose because liquidators of Lehman's European unit are expecting a
surplus of as much as 7.8 billion pounds after repaying the failed
bank's debts and other costs, the report further related. PwC aims
to give as much as 5 billion pounds to the bank's creditors as
interest payments, the report said.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S.
history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as
counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee
for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
* * *
In October 2015, Lehman made its eighth distribution to creditors,
bringing Lehman's total distributions to unsecured creditors to
approximately $105.4 billion including (1) $77.2 billion of
payments on account of third-party claims, which includes
non-controlled affiliate claims and (2) $28.2 billion of payments
among the Lehman Debtors and their controlled affiliates.
As of September 2015, the trustee in charge of LBI has returned
around $7.65 billion to the defunct brokerage's unsecured
creditors, a recovery of about 35 cents on the dollar.
LINN ENERGY: Receives Noncompliance Notice from NASDAQ
------------------------------------------------------
Linn Energy, LLC disclosed in a regulatory filing with the
Securities and Exchange Commission that it received a letter from
the Listing Qualifications Department of The NASDAQ Stock Market
LLC notifying the Company that its units representing limited
liability company interests closed below the $1.00 per unit minimum
bid price required by NASDAQ Listing Rule 5450(a)(1) for 30
consecutive business days. The notice has no immediate effect on
the listing or trading of the Company's units, which will continue
to trade on The Nasdaq Global Select Market under the symbol
"LINE."
In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company
has a period of 180 calendar days, or until Oct. 23, 2016, to
achieve compliance with the minimum bid price requirement. The
Company may regain compliance with the minimum bid price
requirement if at any time before Oct. 23, 2016, the bid price for
the Company's units closes at $1.00 per unit or above for a minimum
of 10 consecutive business days.
The Company intends to actively monitor the bid price of its units
and will consider available options to regain compliance with the
listing requirements.
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.
LIQUIDNET HOLDINGS: Moody's Hikes Corporate Family Rating to B2
---------------------------------------------------------------
Moody's upgraded the Corporate Family Rating and Senior Secured
Bank Facility Rating of Liquidnet Holdings Inc. to B2 from B3, with
a stable outlook.
The following action was taken on the ratings below:
-- Corporate Family Rating, Upgraded to B2 from B3
-- Senior Secured Bank Credit Facility, Upgraded to B2 from B3
-- Outlook, Remains Stable
RATINGS RATIONALE
Moody's said the upgrade to B2 reflects Liquidnet's strengthened
debt service coverage metrics on the back of the firm's improved
financial performance in 2015, which Moody's believes is
sustainable. Although Liquidnet's debt service capacity has been
improving, the firm remains vulnerable to a downturn in trading
volumes due to its low margins, said Moody's. These risks are
mitigated by the firm's substantial cash balances and the
simplicity of its balance sheet, with limited market, credit or
liquidity risk, said Moody's.
Liquidnet's trading platform provides a desirable low-frequency
environment for negotiation and execution of large trades by its
buyside members, while maintaining participants' confidentiality
and anonymity and minimizing market impact. Though prior regulatory
issues resulted in membership attrition, over the last few years,
the membership has stabilized and further improved. "Stable
membership, which affords the firm the ability to focus on
increasing members' utilization of existing services and
introducing new services, is key for further improvement in
financial performance," Moody's said. The membership now exceeds
800 members including many of the world's largest asset managers.
Moody's said the rating also incorporates the firm's narrow
business model. This limited business line diversification leaves
the firm vulnerable to the natural cyclicality of trading volumes
and also to potential regulatory changes in market structure.
What Could Change the Rating?
The rating outlook is stable, however increased diversification
that leads to a continued improvement in financial performance
could lead to further upward pressure. Liquidnet has an enhanced
algorithmic offering and a nascent fixed income offering which may
enhance earnings diversification over time. Alternatively, an
extended downturn in financial performance, regulatory challenges
or a substantial dissipation of firm liquidity could lead to
downgrade.
LUMPY'S INC: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------
The Office of the U.S. Trustee on April 28 appointed three
creditors of Lumpy's, Inc., to serve on the official committee of
unsecured creditors.
The committee members are:
(1) Callaway Golf Co.
Diana Schelin
2180 Rutherford Rd.
Carlsbad, CA 92008
(760) 804-4247
(2) Taylormade Golf Co.
Brad Wardenburg
5545 Fermi Ct.
Carlsbad, CA 92008
(760) 918-6000
(3) Ping
Frank Beahm
P.O. Box 8200
Phoenix, AZ 85071
(602) 687-5300
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Lumpy's Inc.
Lumpy's Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 16-12957) on April 1, 2016. The
Debtor is represented by Thomas J. Polis, Esq., at Polis &
Associates, APLC.
LUMPY'S PRO GOLF: U.S. Trustee Forms 3-Member Committee
-------------------------------------------------------
The Office of the U.S. Trustee on April 28 appointed three
creditors of Lumpy's Pro Golf Discount, Inc. to serve on the
official committee of unsecured creditors.
The committee members are:
(1) Callaway Golf Co.
Diana Schelin
2180 Rutherford Rd.
Carlsbad, CA 92008
(760) 804-4247
(2) Taylormade Golf Co.
Brad Wardenburg
5545 Fermi Ct.
Carlsbad, CA 92008
(760) 918-6000
(3) Ping
Frank Beahm
P.O. Box 8200
Phoenix, AZ 85071
(602) 687-5300
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Lumpy's Pro Golf
Lumpy's Pro Golf Discount, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-12958) on
April 1, 2016. The Debtor is represented by Thomas J. Polis, Esq.,
at Polis & Associates, APLC.
LUPATECH SA: Seeks Joint Administration of Cases
------------------------------------------------
Ricardo Doebeli, in his capacity as the authorized foreign
representative of Lupatech S.A., et al., asked the Bankruptcy Court
to direct the joint administration of the Debtors' Chapter 15 cases
for procedural purposes.
Lead Debtor Lupatech S.A. is the direct or indirect parent company
of each of the other Debtors and all of their non-debtor
affiliates.
The Foreign Representative anticipates that the various notices,
motions, hearings, orders, and other pleadings in these Chapter 15
cases will affect all of the Debtors. If not jointly administered,
with four affiliated Debtors, each with its own case docket, these
Chapter 15 cases would result in numerous duplicative pleadings
filed for each issue and served
upon separate service lists. Such duplication of substantially
identical documents would be wasteful and would unnecessarily
burden the Clerk of the Court, the Foreign Representative said.
"Joint administration will permit the Clerk to use a single docket
for all of the Debtors' cases and to combine notices to creditors
and other parties in interest. Joint administration also will
protect parties in interest in these chapter 15 cases by ensuring
that they will be apprised of the various matters before the Court
in these chapter 15 cases.
"The rights of the respective creditors of each of the Debtors will
not be adversely affected by joint administration of these Chapter
15 cases inasmuch as the relief sought herein is purely procedural
and not intended to affect substantive rights. Each creditor and
party-in-interest will maintain whatever rights it has against the
particular Debtor against which it allegedly has a claim or right,"
according to Fredric Sosnick, Esq., at Shearman & Sterling LLP,
counsel to the Foreign Representative.
About Lupatech
Headquartered in Sao Paulo, State of Sao Paulo, Brazil, Lupatech
S.A., et al., are part of a group of businesses (Lupatech Group)
that supplies products, services and integrated solutions for the
oil and gas industry.
The Lupatech Group's operations began in 1980 in Brazil and
currently consist of 17 separate business units located in Brazil
and Colombia. In 2006, the shares of Lupatech S.A. began trading
publicly on the Novo Mercado segment of the Bolsa de Valores,
Mercadorias & Futuros de Sao Paulo, or the São Paulo Stock,
Mercantile, and Futures Exchange, under the symbol "LUPA3."
Lupatech S.A., Lupatech Finance Limited, Lupatech - Equipamentos e
Servicos para Petroleo Ltda. and Mipel Industria e Comercio de
Valvulas Ltda. each filed a Chapter 15 case (Bankr. S.D.N.Y. Case
Nos. 16-11078 to 16-11081, respectively) on April 27, 2016. The
petitions were signed by Ricardo Doebeli as foreign representative.
As disclosed in the bankruptcy filing, Lupatech Group's total debt
subject to the judicial reorganization is approximately R$650
million. At the end of the third quarter of 2015, Lupatech Group
reported current assets of R$263.9 million and current liabilities
of R$760.6 million. The Lupatech Group's consolidated net revenue
for the third quarter of 2015 was R$66.7 million.
Shearman & Sterling LLP represents the petitioner as counsel.
Judge Martin Glenn has been assigned the cases.
MAUI LAND: Incurs $1.35 Million Net Loss in First Quarter
---------------------------------------------------------
Maui Land & Pineapple Company, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.35 million on $2.97 million of total operating
revenues for the three months ended March 31, 2016, compared to a
net loss of $1.09 million on $2.79 million of total operating
revenues for the same period in 2015.
As of March 31, 2016, the Company had $46.36 million in total
assets, $58.08 million in total liabilities and a total
stockholders' deficiency of $11.72 million.
The Company had outstanding borrowings under two credit facilities
totaling $40.6 million and cash on hand of $0.8 million as of March
31, 2016. The Company had $3.5 million of available credit under
its First Hawaiian Bank credit facility as of March 31, 2016.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/zCRzKF
About Maui Land & Pineapple Co.
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate. The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.
Maui Land reported net income of $17.6 million on $33 million of
total operating revenues for the year ended Dec. 31, 2014, compared
with a net loss of $1.16 million on $15.2 million of total
operating revenues in 2013.
Accuity LLP, in Honolulu, Hawaii, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2014.
MAUI LAND: Stockholders Elect 5 Directors
-----------------------------------------
Maui Land & Pineapple Company, Inc., held its annual meeting of
shareholders on April 27, 2016, at which the shareholders:
(a) elected Stephen M. Case, Warren H. Haruki, Duncan
MacNaughton, Anthony P. Takitani and Arthur C. Tokin as
directors;
(b) approved, on a non-binding advisory basis, the compensation
paid to the Company's named executive officers; and
(c) ratified Accuity LLP as the Company's independent
registered public accounting firm for the fiscal year 2016.
About Maui Land & Pineapple Co.
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate. The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.
Maui Land reported net income of $17.6 million on $33 million of
total operating revenues for the year ended Dec. 31, 2014, compared
with a net loss of $1.16 million on $15.2 million of total
operating revenues in 2013.
As of March 31, 2016, the Company had $46.36 million in total
assets, $58.08 million in total liabilities and a total
stockholders' deficiency of $11.72 million.
Accuity LLP, in Honolulu, Hawaii, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2014.
MICROVISION INC: Incurs $3.55 Million Net Loss in First Quarter
---------------------------------------------------------------
MicroVision, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.55 million on $3.70 million of total revenue for the three
months ended March 31, 2016, compared to a net loss of $3.96
million on $901,000 of total revenue for the same period in 2015.
As of March 31, 2016, MicroVision had $16.50 million in total
assets, $13.64 million in total liabilities and $2.85 million in
total shareholders' equity.
The Company has incurred significant losses since inception. The
Company has funded operations to date primarily through the sale of
common stock, convertible preferred stock, warrants, the issuance
of convertible debt and, to a lesser extent, from development
contract revenues, product sales, and licensing activities. At
March 31, 2016, the Company had $11.2 million in cash and cash
equivalents.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/d3Dey0
About MicroVision
Redmond, Washington-based MicroVision, Inc. is developing its
PicoP(R) display technology that can be adopted by its customers to
create high-resolution miniature laser display and imaging modules.
This PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.
MicroVision reported a net loss of $14.5 million on $9.18 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $18.12 million on $3.48 million of total revenue for
the year ended Dec. 31, 2014.
Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency, which
raises substantial doubt about its ability to continue as a going
concern.
MOLYCORP INC: Ch. 11 Cases Not Ready for Conversion, Trustee Says
-----------------------------------------------------------------
The U.S. Trustee objects to Debtors Industrial Minerals, LLC,
Molycorp Advanced Water Technologies, LLC, Molycorp Minerals, LLC,
Pp IV Mountain Pass II, Inc., PP IV Mountain Pass Inc., and RCF
Speedwagon Inc.'s motion for, among other things, the conversion of
their Chapter 11 Cases, the termination of the services of Prime
Clerk LLC as Claims and Noticing Agent in their Cases, and amending
the Debtors' Joint Administration Order.
The U.S. Trustee expresses his concern about the "floating"
conversion date that there will not be sufficient funding after
April 15, 2016, and/or a responsible person in charge between the
filing of the Closing Certificate and the appointment of a Chapter
7 trustee to ensure the necessary care and maintenance operations
are continued -- specifically, the mines must be secured at all
times -- and the Debtors' permits should be maintained and the
impact of any conversion on these permits must also be evaluated
and considered. Furthermore, parties in interest may file
additional motions between the entry of the order and the
Conversion Time that would potentially create confusion, and may
further call into question the authority of the appointed Chapter 7
Trustee, the U.S. Trustee asserts. Accordingly, the U.S. Trustee
asks the Court to enter an order effectuating the conversion of the
cases, at and when the Debtors are prepared to convert the case,
upon notice.
Andrew R. Vara, Acting U.S. Trustee Region 3 is represented by:
Linda J. Casey, Esq.
Trial Attorney
OFFICE OF THE UNITED STATES TRUSTEE
J. Caleb Boggs Federal Building
844 King Street, Suite 2207, Lockbox 35
Wilmington, DE 19801
Telephone: (302) 573-6491
Facsimile: (302) 573-6497
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
Commtitee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as
attorneys.
* * *
Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization ("the
Plan") was confirmed on March 30, 2016 by the U.S. Bankruptcy Court
for the District of Delaware.
The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.
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.
MUSCLEPHARM CORP: Enters Into Agreement for Sale of BioZone
-----------------------------------------------------------
MusclePharm Corporation has entered into a definitive agreement for
the sale of its wholly-owned subsidiary, BioZone Laboratories,
Inc.
The purchase price is $9,800,000, subject to working capital and
other adjustments, with $1,500,000 being subject to an earn-out
based on the business's performance in the twelve months following
closing. Subject to customary closing conditions the Company
expects to close the transaction in the second fiscal quarter.
After the transaction closes the Company will maintain a strategic
relationship with Biozone through a manufacturing and supply
agreement as well as a supply arrangement with the parent company
of the Buyer, Flavor Producers, Inc.
The pending sale of BioZone is the latest step in MusclePharm's
restructuring plan. "This transaction represents the continued
execution of our restructuring plan, which has already put the
company in a stronger financial position going forward," said
MusclePharm Interim CEO, president and chairman of the Board, Ryan
Drexler. "The cash made available from this transaction will
provide us the ability to grow with strategic partners while
gaining the ability to address current debt obligations."
BioZone is a manufacturer and developer of over-the-counter drugs,
supplements, and nutritional supplements. BioZone manufactures a
portion of MusclePharm's product portfolio: Combat ProGelsTM, a
high-quality protein gel in a convenient and portable travel pouch;
and MusclePharm Carnitine, a stimulant-free energy booster, and fat
metabolizer.
Additional information is available for free at:
http://is.gd/W5lM6y
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.
As of Sept. 30, 2015, the Company had $62.2 million in total
assets, $67.8 million in total liabilities and a $5.54 million
total stockholders' deficit.
NAMAN'S MEAT: Court Won't Appoint Creditors' Committee
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
ordered that no official committee of unsecured creditors will be
appointed in the Chapter 11 case of Naman's Meat Company, Inc.
Naman's Meat Company, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Ala. Case No. 16-00353) on
February 5, 2016. The Debtor is represented by Robert M. Galloway,
Esq., at Galloway Wettermark Everest Rutens.
NET ELEMENT: RBL OKs Extension of Interest Only Payment Period
--------------------------------------------------------------
Net Element, Inc., entered into a letter agreement with RBL Capital
Group, LLC, pursuant to which RBL agreed to a 90-day extension of
the interest only period in the (a) Revised Term Loan Note #1,
dated July 31, 2014, (b) Revised Term Loan Note #2, dated Feb. 10,
2015, and (c) Revised Term Loan Note #3, dated March 27, 2015, each
issued by TOT Group, Inc., TOT Payments, LLC, TOT BPS, LLC, TOT
FBS, LLC, Process Pink, LLC, TOT HPS, LLC and TOT New Edge, LLC,
each a wholly-owned subsidiary of the Company to RBL.
Pursuant to the Agreement, the Company unconditionally and
irrevocably guaranteed all of the Borrower's obligations under the
Notes as consideration for and as a condition precedent to RBL
granting such 90-day extension, according to a Form 8-K report
filed with the Securities and Exchange Commission.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.21 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had
$22.9 million in total assets, $13.9 million in total liabilities
and $9.04 million in total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NEWBURY COMMON: 220 Elm Units Can Use Cash Collateral Until Aug 15
------------------------------------------------------------------
Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the
District of Delaware authorized Newbury Common Associates, LLC, et
al., to use Cash Collateral related to the 220 Elm Property to
preserve and maintain the going concern value of the Elm Debtors,
220 Elm Street I, LLC, and Debtor 220 Elm Street II, LLC.
The Elm Debtors are authorized to use the Cash Collateral through
August 15, 2016 for actual expenses for the 220 Elm Property, as
well as for the payment of the Debtors’ restructuring expenses of
up to $90,000 as set forth in the Budget in accordance with the
terms set forth in the Order and is directed to make all payments
of bona fide operating expenses in a timely fashion.
The Elm Debtors are directed to continue maintaining a separate,
segregated account for all revenues generated by the 220 Elm
Property and all cash assets of the Debtor’s bankruptcy estate
during the Cash Collateral period.
The Elm Debtors are directed to proceed with a process to market
and sell the 220 Elm Property and shall use best efforts to obtain
an Order from the Court for the approval of the sale of the 220 Elm
Property no later than July 29, 2016 with a closing to occur on or
before August 15, 2016, and for the payment in full of the Allowed
People’s Claim no later than August 30, 2016.
In the event this Chapter 11 case is converted to Chapter 7, the
Adequate protection liens and the superpriority expense claim
granted to the Lender as contained in the Order shall be subject to
a carve out not to exceed $10,000 as the reasonable fees and
expenses of a Chapter 7 trustee.
A full-text copy of the Final Cash Collateral Order dated April 12,
2016 is available at http://is.gd/THOGWt
About Newbury Common
Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NEWBURY COMMON: 88 Hamilton, One Atlantic May Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered
fourth interim orders for 88 Hamilton Avenue Associates, LLC, and
One Atlantic Investor Associates, LLC, to use cash collateral.
Newbury Common Associates, LLC, et al., on Feb. 4, 2016, filed an
emergency motion to use Cash Collateral of prepetition secured
parties.
88 Hamilton's and One Atlantic's use of cash collateral are set
forth on their respective budgets, terminating on May 1, 2016. As
a result of 88 Hamilton's and One Atlantic's authority to use Cash
Collateral, Prepetition Secured Parties Wilmington Trust, N.A., and
Citizens Bank, N.A., are entitled to receive adequate protection
pursuant to the Bankruptcy Code.
Judge Silverstein has entered several interim orders authorizing
the Debtors to use cash collateral. The Interim Orders provide
that as adequate protection for any postpetition diminution in
value of their respective interests in the prepetition collateral,
each Prepetition Secured Party will receive a valid and perfected
lien on all property that constitutes as prepetition collateral of
such Prepetition Secured Property, provided, however, that any lien
will not attach to causes of action arising under Chapter 5 of the
Bankruptcy Code.
Copies of the 4th Interim Orders are available for free at:
http://bankrupt.com/misc/NewburyCommon_4thIntOrder_CashColl.pdf
http://bankrupt.com/misc/NewburyCommon_4thIntOrder_CashColl2.pdf
About Newbury Common Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NEWBURY COMMON: Park Square Can Use Cash Collateral Until Aug. 15
-----------------------------------------------------------------
Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the
District of Delaware authorized Newbury Common Associates, LLC, et
al., to use Cash Collateral related to the Park Square West
Property to preserve and maintain the going concern value of the
Debtor Park Square West Associates, LLC.
The Debtor is authorized to use the Cash Collateral, through August
15, 2016, for actual expenses for the Park Square West Property as
well as for the payment of the Debtors' restructuring expenses up
to $600,000 but in no event will any expenditure of Cash Collateral
exceed the amounts set forth in the Budget.
Judge Silverstein directed the Debtor to continue maintaining a
separate, segregated account for all revenues generated by the Park
Square West Property and all cash assets of the Debtor’s
bankruptcy estate during the Cash Collateral Period.
The Debtor is also directed to proceed with a process to market and
sell the Park Square West Property and shall use best efforts in
obtaining Court’s approval of the sale of the Park Square West
Property no later than July 29, 2016 with a closing to occur on or
before August 15, 2016.
In the event this Chapter 11 case is converted to Chapter 7, the
Adequate protection liens and the superpriority expense claim
granted to the Lender as contained in the Order shall be subject to
a carve out not to exceed $10,000 as the reasonable fees and
expenses of a Chapter 7 trustee.
A full-text copy of the Final Cash Collateral Order dated April 12,
2016, is available at http://is.gd/WfG7Hl
About Newbury Common Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NEWBURY COMMON: Seaboard Hotel Can Use Cash Collateral Until May 1
------------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized Newbury Common Associates, LLC,
et al. to use Cash Collateral, solely as it relates to the Debtor
Seaboard Hotel Associates, LLC.
The Debtor is authorized to use Cash Collateral through Urgo for
general operating expenses, and by the Debtor, for actual expenses
for the Courtyard Marriott Property, as well as for the payment of
the Debtors’ restructuring expenses of up to $75,000, provided
that the Lender and the Debtor have reached an agreement in
principle, subject to internal approval within Webster, with
respect to the terms of potential loan modification that the
parties are working diligently to finalize and document, which
agreement will be subject to further approval of the Court, which
contemplates the payment of additional restructuring expenses of
the Debtors’ up to $600,000, inclusive of the $75,000 provided
for in the Order. The use of cash collateral is authorized through
May 1, 2016 2016 as set forth in the Budget in accordance with the
terms set forth in the Order.
The Debtor is directed to continue maintaining a separate,
segregated account for all revenues generated by the Courtyard
Marriott Property and all cash assets of the Debtor’s bankruptcy
estate during the Cash Collateral period.
The Debtor is also directed to proceed with a process to market and
sell the Courtyard Marriott Property and shall use best efforts
obtain the Court’s approval of the sale of the Courtyard Marriott
Property no later than July 29, 2016 with a closing to occur on or
before August 15, 2016, where the Lender shall have the right to
credit bid the entire Secured Obligations in connections with any
sale or other disposition of the Prepetition Collateral or any
property subject to the Adequate Protection Liens.
In the event this Chapter 11 case is converted to Chapter 7, the
Adequate protection liens and the superpriority expense claim
granted to the Lender as contained in the Order shall be subject to
a carve out not to exceed $10,000 as the reasonable fees and
expenses of a Chapter 7 trustee.
A full-text copy of the Fourth Interim Cash Collateral Order dated
April 12, 2016 is available at http://is.gd/9vgCUU
About Newbury Common Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
NEWBURY COMMON: Seabord LTS Has Final OK to Use Cash
----------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware entered a Corrected Final Order
authorizing Newbury Common Associates, LLC, et al.'s use of Cash
Collateral essential for the continued operation of the business of
the Debtor Seaboard Hotel LTS Associates, LLC.
The Debtor is authorized to use any cash provided by IDB in the
form of an Advance for actual expenses relating to the Residence
Inn Property through August 15, 2016 as set forth in the Budget and
pursuant to the terms and conditions of the Order.
The Debtors are directed to continue maintaining a separate,
segregated account for the Residence Inn Property where all
Advances shall be deposited in the Segregated Account for the
Residence Inn Property and all expenses relating to the residence
Inn Property set forth in the Budget during the Period shall be
paid out of the Segregated Account, and to the extent not used for
actual expenses, all Advances for the Residence Inn Property shall
remain in the Segregated Account until further order of the Court.
The Court further ordered that IBD shall permit its allocable share
of payroll expenses to be funded from the Segregated Account.
Likewise, IDB may, but not obligated to, make advances of funds to
the Debtor so that the expenditures and overhead cost payments can
be paid, and each Advance shall be deemed a protective advance
under the Seaboard LTS Mortgage Agreement and shall have the same
security and priority as the prepetition mortgage liens of IDB.
For avoidance of doubt, (a) the Debtors shall not withdraw any
funds from or take any other action with respect to the IDB
Excluded Accounts, (b) the IDB Excluded Accounts shall remain
frozen pending further order of the Court, and (c) all claims,
rights and remedies of IDB with respect to the IDB Excluded
Accounts are preserved.
A full-text copy of the Final DIP Order dated April 13, 2016 is
available at http://is.gd/zsPkPH
About Newbury Common Associates
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.
On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").
Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors. The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.
The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015. The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.
As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.
PACIFIC EXPLORATION: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: PricewaterhouseCoopers Inc.
Chapter 15 Debtors:
Debtor Case No.
------ --------
Pacific Exploration & Production Corporation 16-11189
333 Bay Street, Suite 1100
Toronto, ON M5H 2R2
Canada
Pacific Stratus International Energy Ltd. 16-11194
Pacific E&P Holdings Corp. 16-11198
Meta Petroleum Corp. 16-11200
Pacific Stratus Energy S.A. 16-11202
PRE-PSIE Cooperatief U.A. 16-11203
Pacific Stratus Energy Colombia Corp. 16-11204
Pacific Off Shore Peru S.R.L. 16-11205
Pacific Guatemala Energy Corp. 16-11207
Pacific Rubiales Guatemala S.A. 16-11208
Petrominerales Colombia Corp. 16-11210
Grupo C&C Energia (Barbados) Ltd. 16-11211
Type of Business: Oil and natural gas
Chapter 15 Petition Date: April 29, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Chapter 15 Petitioner's Counsel: Joseph G. Minias, Esq.
Weston Eguchi
Ji Hun Kim
WILLKIE FARR & GALLAGER, LLP
787 7th Avenue
New York, NY 10019-6099
Tel: (212) 728-8000
Fax: (212) 728-8111
E-mail: jminias@willkie.com
weguchi@willkie.com
jkim@willkie.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
PACIFIC EXPLORATION: Files for Chapter 15 Bankruptcy in New York
----------------------------------------------------------------
Pacific Exploration & Production Corporation and 11 of its
subsidiaries filed Chapter 15 bankruptcy petitions in the U.S.
Bankruptcy Court for the Southern District of New York seeking
recognition in the United States of proceedings currently pending
in Canada. The Debtors said their financial troubles and the
confluence of market and financial factors left them -- like many
other similarly situated exploration and production companies --
with little choice but to commence the Canadian Proceedings.
The Debtors intend to deleverage their capital structure in an
organized manner that does not disrupt their ongoing business.
"[T]he Debtors' operations have been significantly impacted by the
dramatic decline in oil prices over the past 18 months ... the
continued low prices of natural gas, and the overall general
uncertainty in the energy market," said Mica J. Arlette, senior
vice president, corporate advisory & restructuring, with
PricewaterhouseCoopers Inc. "These macroeconomic factors, coupled
with the Debtors' substantial debt obligations, forced the Debtors
to explore various out-of-court restructuring options many months
ago," he added.
On April 27, 2016, the Ontario Superior Court of Justice, in
Toronto, Ontario, Canada, entered an initial order, commencing the
proceedings under Canada's Companies' Creditors Arrangement Act,
R.S.C. 1985, c. C-36, and, among other things, appointing
PricewaterhouseCoopers Inc. as the monitor and the foreign
representative of the Debtors.
As of the Commencement Date, Pacific was the borrower of $5.32
billion in long-term unsecured debt. Each of the remaining Debtors
(with the exception of Grupo C&C Energia) is a guarantor of all of
the Financial Debt. The Financial Debt is comprised of (i) a
revolving credit facility with an outstanding balance of
approximately $1 billion, (ii) three separate term loan facilities
with a collective outstanding balance of approximately $215
million, and (iii) four different tranches of notes with a
collective outstanding balance of approximately $4.1 billion.
In early 2015, as the decline in oil prices continued to worsen,
the Debtors made a concerted effort to consider all of its
strategic alternatives.
"Over the course of 2015, the Company worked to reduce costs across
the board. This included drastically restricting planned capital
expenditures to all but the highest return and most material
near-term projects, which resulted in a reduction of its capital
expenditures from approximately $2.4 billion in 2014 to just $726
million in 2015," Mr. Arlette related.
On Jan. 14, 2016, the Company announced: (i) it would not make the
interest payments under certain of its senior note obligations due
January 19 and 26, 2016, thereby triggering the 30-day grace period
thereunder; (ii) it would use the Grace Period to engage with its
bank lenders and holders of the Senior Notes in an effort to reach
a consensual restructuring of its Financial Debt; and (iii) it had
reached an agreement with its bank lenders to amend the December
28th Waivers to extend the deadline to reach an agreement on a
minimum liquidity covenant to Jan. 21, 2016, from Jan. 14, 2016.
On Jan. 21, 2016, the deadline to reach an agreement on a minimum
liquidity covenant was further extended to Feb. 4, 2016.
Recapitalization Term Sheet
On April 5, 2016, an independent committee formed by Pacific's
Board of Directors met in hopes of selecting a bid to recommend to
the Board. At that meeting, the Independent Committee was informed
that an ad hoc committee of certain noteholders of, inter alia,
under the 5.625% Senior Notes due in 2025 and management of Pacific
had all supported one proposal in particular -- the bid submitted
by The Catalyst Capital Group Inc.
On April 13, 2016, the Independent Committee recommended to
Pacific's board that the Company consummate a transaction with
Catalyst.
In general terms, the proposed restructuring transactions
contemplate, among other things:
(a) a Chief Restructuring Officer will be appointed during the
CCAA process;
(b) that the Debtors will be reorganized pursuant to a plan of
arrangement and compromise, which will be filed in the
Canadian Proceedings to implement the restructuring;
(c) the DIP loan providers will provide $500 million of senior
secured first-lien debtor-in-possession financing provided
in two tranches, one by Catalyst and the other by a group
of Noteholders, and a $134 million letter of credit
facility will be made available to the Debtors by a
group of the Banks;
(d) the $250 million tranche of the DIP Note Facility offered
by the Noteholders will stay in as 'exit financing' after
the Restructuring is complete (assuming that the
Plan is approved), whereas the $250 million tranche of the
DIP Note Facility offered by Catalyst will be exchanged for
Reorganized Common Stock (again, assuming that the Plan is
approved);
(e) after Catalyst's exchange for Reorganized Common Stock and
the provision of Reorganized Common Stock as consideration
for providing the DIP Note Facility, the remaining
Reorganized Common Stock will be available to Affected
Creditors under the Plan, if approved; and
(f) up to an additional $200 million will be provided by
Catalyst to fund a "Cash Out Offer" that will permit
Affected Creditors to receive cash in lieu of the
Reorganized Common Stock which they would otherwise
receive.
Joint Administration
Contemporaneously with the filing of the Chapter 15 petitions, the
Monitor asked the Bankruptcy Court to enter an order directing the
joint administration of the Debtors' cases. The Monitor said the
Debtors are affiliated entities with closely related financial
affairs and business operations, and joint administration will ease
the administrative burden on the parties and this Court and its
personnel.
The Monitor anticipates that various notices, applications,
motions, other pleadings, hearings and orders in these cases will
affect each of the Debtors. The failure to administer these
Chapter 15 cases jointly would result in duplicative pleadings and
service which, in turn, impose unnecessary expenses on all
parties.
About Pacific Exploration
Pacific Exploration & Production Corporation, et al., together with
their non-debtor subsidiaries, affiliates, and branches are
involved in the exploration, development, and production of oil and
natural gas interests, principally in Colombia, and, to a lesser
extent, in other jurisdictions including Peru, Brazil, and Belize.
As disclosed in Court documents, the Debtors reported total sales
of approximately $2.82 billion for the year ended Dec. 31, 2015,
from all of its operations. Over the course of 2015, the Company's
oil and natural gas properties produced on a gross basis on average
303,882 boe per day, with an average daily net production (after
royalties and payments to its joint venture
partners) of 154,472 boe per day.
Pacific, et al., each filed a Chapter 15 bankruptcy petition (Bank.
S.D.N.Y. Case Nos. 16-11189 to 16-11211) on April 29, 2016. The
petitions were signed by PricewaterhouseCoopers Inc. as the
court-appointed monitor and authorized foreign representative of
the Debtors.
Willkie Farr & Gallager, LLP represents the Monitor as counsel.
Judge James L. Garrity Jr. is assigned to the cases.
PALMAZ SCIENTIFIC: Creditors' Panel Hires Andrews Kurth as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Palmaz Scientific,
Inc. and its debtor-affiliates, seeks authorization from the Hon.
Craig A. Gargotta of the U.S. Bankruptcy Court for the Western
District of Texas to retain Andrews Kurth LLP as counsel to the
Committee, nunc pro tunc to the March 31, 2016 retention date.
The Committee requires Andrews Kurth to:
(a) consult and interact with the Committee, the Debtors, the
U.S. Trustee and other parties in interest concerning the
administration of the case;
(b) review, analyze and respond to pleadings filed by the
Debtors and other parties in interest with the Court and
participating in hearings concerning such pleadings;
(c) prepare all necessary motions, applications, responses,
objections, reports, and pleadings on behalf of the
Committee in connection with these cases;
(d) investigate the acts, conduct, assets, liabilities and
present and historical financial condition of the Debtors
and their affiliates, the operation of the Debtors' and
their affiliates' business and proposals to liquidate the
Debtors' assets, and any matters relevant to the case in
the event and to the extent required by the Committee;
(e) take all necessary action to protect the rights and
interests of the Committee's constituents, including, but
not limited to, conducting a fair and robust sale process
of the Debtors' assets with the goal of maximizing
unsecured creditor recoveries;
(f) formulate and implement a Chapter 11 plan or plans for the
Debtors and all matters relating thereto;
(g) represent the Committee in connection with the exercise of
its powers and duties under the Bankruptcy Code and in
connection with these cases; and
(h) perform all other necessary and appropriate legal services
of Committee counsel in connection with these cases.
Andrews Kurth will be paid at these hourly rates:
Michelle V. Larson $715
Jeremy B. Reckmeyer $700
Ashley Gargour $360
Attorneys $360-$715
Paralegals $100-$275
Andrews Kurth will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michelle V. Larson, partner of Andrews Kurth, 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 Committee first filed the motion on April 14, 2016, but it was
dismissed on April 15, 2016 because the pleading does not include
the signer's mailing address, telephone number and area code and
lacks the separately uploaded proposed order.
Andrews Kurth can be reached at:
Michelle V. Larson, Esq.
ANDREWS KURTH LLP
1717 Main Street, Suite 3700
Dallas, TX 75201
Tel: (214) 659-4400
Fax: (214) 659-4401
E-mail: michellelarson@andrewskurth.com
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director. The
Debtors estimated both assets and liabilities in the range of $10
million to $50 million.
The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.
The case is assigned to Judge Craig A. Gargotta.
PETTERS COMPANY: Court Temporarily Allows Ritchie Claim for $157MM
------------------------------------------------------------------
Judge Gregory F. Kishel of the Bankruptcy Court for the District of
Minnesota estimates and temporarily allows a claim by Ritchie
Capital Management, Ltd., in the amount of $157,182,684, in the
bankruptcy cases of Petters Company, Inc., and Petters Group
Worldwide, LLC, solely for the purpose of voting on a proposed plan
of liquidation.
The Chapter 11 Trustee, Douglas A. Kelley, relates that pursuant to
the Settlement Agreement between the Trustee and Ritchie, Ritchie
will have an allowed, Class 3 General Unsecured Claim under the
Plan in the amount of $163,182,684, which allowed claim will not be
subject to recharacterization or subordination, representing the
sum of Ritchie's net cash loss in connection with its promissory
notes and other transactions of $157,182,684 and the $6,000,000
Settlement Payment being paid for the benefit of the Debtors'
Bankruptcy Estate to resolve the Trustee’s Chapter 5 avoidance
claims.
The Chapter 11 Trustee Douglas A. Kelley is represented by:
Daryle L. Uphoff, Esq.
James A. Lodoen, Esq.
George H. Singer, Esq.
Jeffrey D. Smith, Esq.
Adam C. Ballinger, Esq.
LINDQUIST & VENNUM LLP
4200 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-2274
Telephone: (612) 371-3211
Facsimile: (612) 371-3207
Email: dwick@lindquist.com
jlodoen@lindquist.com
gsinger@lindquist.com
jsmith@lindquist.com
aballinger@lindquist.com
About Petters Company
Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products. It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets. Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory). Founder and chairman Tom Petters formed the company in
1988.
Petters Company, Inc., is the financing and capital-raising unit of
Petters Group Worldwide.
Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.
Petters Company, Petters Group Worldwide and eight other affiliates
filed separate petitions for Chapter 11 protection (Bankr. D. Minn.
Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters
Company estimated its debts at $500 million and $1 billion. Parent
Petters Group Worldwide estimated its debts at not more than
$50,000.
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct.
6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters
Inc. and owner of MN Airline Holdings, Sun Country's parent
company.
The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.
Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.
PHILLIPS INVESTMENTS: Can Access Cash Collateral Until June 15
--------------------------------------------------------------
The Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, ordered that the hearing on the confirmation on the Plan,
currently scheduled to be held on March 7 and 8, 2016, is vacated.
The Court further ordered that the Final Cash Collateral Order is
further modified to extend Phillips Investments, LLC's
authorization to use cash collateral until the earlier of June 15,
2016, or the close of any sale of the Property, subject to the
existing cash collateral budget, but the Debtor is directed to
continue to make monthly adequate protection payments to the Bank
in the amount of $75,000.
The Court authorized the Bank to begin, on or after July 1, 2016,
advertising the Property for foreclosure if the Property has not
sold by that date, subject to the condition that if the successful
bidder at the auction does not close due to events outside of the
Debtor’s control, and if one or more unsuccessful bidders at the
auction made bids in amounts high enough to have satisfied the
claim of the Bank in full, the dates specified in the Order will be
further extended to give the Debtor one additional opportunity to
re-auction the Property at the earliest reasonable date.
A full-text copy of the Consent Order Extending Use of Cash
Collateral is available at http://is.gd/LTBrhT
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.
PIONEER HEALTH: 341 Meeting of Creditors Set for May 6
------------------------------------------------------
The meeting of creditors of Pioneer Health Services of Early
County, LLC is set to be held on May 6, 2016, at 1:30 p.m.
The meeting will take place at Jackson U.S. Courthouse Suite 1.452,
according to a filing with the U.S. Bankruptcy Court for the
Southern District of Mississippi.
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Pioneer Health Services
Pioneer Health Services of Early County, LLC sought protection
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of Mississippi (Jackson-3
Divisional Office) (Case No. 16-01243) on April 8, 2016. The
petition was signed by Joseph S. McNulty III, president.
The Debtor is represented by Craig M. Geno, Esq., at the Law
Offices of Craig M. Geno, PLLC. The case is assigned to Judge Neil
P. Olack.
The Debtor estimated assets of $10 million to $50 million and debts
of $1 million to $10 million.
PLANDAI BIOTECHNOLOGY: Hires Pritchett Siler as Accountants
-----------------------------------------------------------
Plandai Biotechnology, Inc. retained Pritchett, Siler and Hardy PC
of Farmington, Utah as its new independent principal accountant to
audit the Company's financial statements, according to a Form 8-K
report filed with the Securities and Exchange Commission. During
the Company's two most recent fiscal years to date, and subsequent
interim period through the date of engagement, the Company has not
retained or inquired of Pritchett, Siler and Hardy PC regarding the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that
might be rendered on the registrant's financial statements.
Further, the Company received no written report or oral advice from
Pritchett, Siler and Hardy PC that the Company considered in
reaching a decision to retain them, nor has the Company has
communicated with or had any disagreements or reportable events
that concern Pritchett, Siler and Hardy PC or the Company's
interactions with its former independent auditor for the previous
two most recent fiscal years to date and subsequent interim period
through the date of engagement.
Cutler & Co., LLC, on Oct. 1, 2015, merged its SEC auditing
practice with Pritchett, Siler & Hardy PC. As a result of the
transaction, Cutler & Co. voluntarily deregistered with the PCAOB
and resigned as the Company's independent registered public
accounting firm effective Nov. 12, 2015.
The Company had appointed Cutler & Co. as it independent registered
public accounting firm on Sept. 24, 2015, and since that date,
through its resignation on Nov. 12, 2015, Cutler & Co. has not
completed either an audit of its annual financial statements or a
review of its interim unaudited quarterly financial statements.
Accordingly, Cutler & Co. issued no report during the period of its
appointment.
During the period from its appointment on Sept. 24, 2015, through
its resignation Nov. 12, 2015, there were (1) no disagreements with
the Company on any matter of accounting principles or practices,
financial statement disclosure and procedure.
About Plandai
Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry. Its principle holdings consist of land, farms
and infrastructure in South Africa.
Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.
As of March 31, 2015, the Company had $9.86 million in total
assets, $15.7 million in total liabilities, $4.28 million
stockholders' deficit and $1.52 million in non-controlling
interest.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014. "The Company has incurred a
deficit of approximately $26 million and has used approximately $44
million of cash due to its operating activities in the two years
ended June 30, 2014. The Company may not have adequate readily
available resources to fund operations through June 30, 2015. This
raises substantial doubt about the Company's ability to continue as
a going concern," the auditor noted.
PLANDAI BIOTECHNOLOGY: To Have 2014 Financial Stmts. Re-Audited
---------------------------------------------------------------
Plandai Biotechnology, Inc.'s Board of Directors concluded that the
Company's previously issued financial statements for fiscal year
ended Dec. 31, 2014, audited by Mr. Terry Johnson, should no longer
be relied upon.
On Oct. 6, 2015, the Securities and Exchange Commission notified
the Company that it permanently suspended Mr. Johnson from
practicing as an accountant on behalf of any publicly traded
company, or other entity regulated by the SEC. The Company filed
Form 8-K disclosing this fact on Oct. 6, 2015. Thereafter, the
Company reviewed Mr. Johnson's audit work for the fiscal year ended
Dec. 31, 2014, and concluded that the previously issued financial
statements audited by Mr. Johnson for the year ended Dec. 31, 2014,
should not be relied upon. The Company is currently in the process
of having its financial statements for 2014 re-audited along with
its financial statements for the fiscal year ended Dec. 31, 2015.
About Plandai
Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry. Its principle holdings consist of land, farms
and infrastructure in South Africa.
Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.
As of March 31, 2015, the Company had $9.86 million in total
assets, $15.7 million in total liabilities, $4.28 million
stockholders' deficit and $1.52 million in non-controlling
interest.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014. "The Company has incurred a
deficit of approximately $26 million and has used approximately $44
million of cash due to its operating activities in the two years
ended June 30, 2014. The Company may not have adequate readily
available resources to fund operations through June 30, 2015. This
raises substantial doubt about the Company's ability to continue as
a going concern," the auditor noted.
REPUBLIC AIRWAYS: Panel Hires Morrison & Foerster as Attorneys
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Republic Airways
Holdings Inc. and its debtor-affiliates seeks authorization from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Morrison & Foerster LLP as attorneys to the Committee, nunc
pro tunc to March 4, 2016.
The Committee requires Morrison & Foerster to:
(a) advise the Committee in connection with its powers and
duties under the Bankruptcy Code, the Bankruptcy Rules and
the Local Rules;
(b) assist and advise the Committee in its consultation with
the Debtors relative to the administration of these cases;
(c) attend meetings and negotiate with the representatives of
the Debtors and other parties-in-interest;
(d) assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
(e) assist and advise the Committee in connection with any sale
of the Debtors' assets pursuant to section 363 of the
Bankruptcy Code;
(f) assist the Committee in the review, analysis and
negotiation of any chapter 11 plans of reorganization or
liquidation that may be filed and assist the Committee in
the review, analysis and negotiation of the disclosure
statement accompanying any such plans;
(g) take all necessary action to protect and preserve the
interests of the Committee, including (i)possible
prosecution of actions on its behalf; (ii)if appropriate,
negotiations concerning all litigation in which the Debtors
are involved; and (iii)if appropriate, review and analysis
of claims filed against the Debtors' estates;
(h) generally prepare on behalf of the Committee all necessary
motions, applications, answers, orders, reports, replies,
responses and papers in support of positions taken by the
Committee;
(i) appear, as appropriate, before this Court, the appellate
courts, and the United States Trustee, and protect the
interests of the Committee before those courts and before
the United States Trustee; and
(j) perform all other necessary legal services in these cases.
Morrison & Foerster will be paid at these hourly rates:
Partners $825-$1,290
Of Counsel and Senior Counsel $630-$1,260
Attorneys and Associates $355-$825
Paraprofessionals $220-$440
Morrison & Foerster will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brett H. Miller, partner of Morrison & Foerster, 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.
Morrison & Foerster can be reached at:
Brett H. Miller, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019
Tel: (212) 468-8000
Fax: (212) 468-7900
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and noticing
agent.
REPUBLIC AIRWAYS: Taps Deloitte & Touche as Independent Auditor
---------------------------------------------------------------
Republic Airways Holdings Inc., et al., seek authorization from the
Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York to employ Deloitte & Touche LLP as independent
auditor, nunc pro tunc to the February 25, 2016 commencement date.
Deloitte & Touche will continue to perform the Audit Services in
its role as independent auditor to Republic. The Audit Services
related to the 2015 Engagement Letter are:
(a) providing a financial statement audit in accordance with
the standards of the Public Company Accounting Oversight
Board to express an opinion on the fairness of the
presentation of Republic's financial statements for the
year ended December 31, 2015 in accordance with auditing
standards generally accepted in the United States, in all
material aspects;
(b) providing an opinion on the effectiveness of Republic's
internal control over financial reporting as of December
31, 2015; and
(c) providing quarterly reviews of Republic's condensed interim
financial information in accordance with the standards of
the PCAOB for each of the quarters in the year ended
December 31, 2015 for compliance with accounting principles
generally accepted in the United States.
The Audit Services related to the PFC Engagement Letter are:
(a) providing an integrated audit of (i) Debtor Republic
Airline Inc.'s Schedules of Passenger Facility Charges
Collected, Withheld, Refunded/Exchanged, and Remitted for
the period and each quarter during the period ended
September 30, 2015, in accordance with auditing standards
generally accepted in the United States and the Federal
Aviation Administration Passenger Facility Charge Audit
Guide for Carriers, and (ii) the effectiveness of Debtor
Republic Airline Inc.'s internal control over administering
passenger facility charges collected, withheld,
refunded/exchanged, and remitted; and
(b) providing opinions on the fairness of the presentation of
Debtor Republic Airline Inc.'s Schedules and the
effectiveness of Republic's internal control over
administering passenger facility charges collected,
withheld, refunded/exchanged, and remitted during the
period ended September 30, 2015.
The Audit Services related to the 2016 Engagement Letter are:
(a) providing a financial statement audit in accordance with
the standards of the PCAOB to express an opinion on the
fairness of the presentation of Republic's financial
statements for the year ending December 31, 2016 in
accordance with auditing standards generally accepted in
the United States, in all material aspects;
(b) providing an opinion on the effectiveness of Republic's
internal control over financial reporting as of December
31, 2016; and
(c) providing quarterly reviews of Republic's condensed interim
financial information in accordance with the standards of
the PCAOB for each of the quarters in the year ending
December 31, 2016 for compliance with accounting principles
generally accepted in the United States.
Deloitte & Touche will be paid at these hourly rates:
Personnel Base Audit Accounting
Classification Hourly Rate Consultation
-------------- ----------- Hourly Rate
-----------
Partner / Principal $320 $410-$820
Director $315 $405-$810
Senior Manager $275 $355-$705
Manager $240 $310-$620
Senior Staff $185 $240-$480
Staff $160 $205-$410
Deloitte & Touche will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Deloitte & Touche's estimated fees for the services rendered
pursuant to the 2015 Engagement Letter and the PFC Engagement
Letter for the Audit Services were approximately $551,000, plus
expenses. As of the Commencement Date, Deloitte & Touche had
received approximately $697,068, including certain pre-billed
amounts and the retainer discussed below, pursuant to the 2015
Engagement Letter and the PFC Engagement Letter for the Audit
Services, because certain additional services related to audit or
accounting matters were performed under the 2015 Engagement Letter.
Jeffrey McFarland, partner of Deloitte & Touche, 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.
Deloitte & Touche can be reached at:
Jeffrey McFarland
DELOITTE & TOUCHE LLP
111 Monument Circle, Suite 4200
Indianapolis, IN 46204
Tel: (317) 464-8600
Fax: (317) 464-8500
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and noticing
agent.
SEA SHELL COLLECTIONS: Hires Borowski & Traylor as Counsel
----------------------------------------------------------
Sea Shell collections, LLC, seeks permission from the U.S.
Bankruptcy Court for the Northern District of Florida to employ
Borowski & Traylor, P.A. as counsel for the Debtor-in-possession,
nunc pro tunc to March 30, 2016.
The Debtor requires Borowski & Traylor to:
(a) give advice to the Debtor with respect to an appellate
proceeding; and
(b) prepare motions, pleadings, orders, applications and other
legal documents necessary or appropriate in connection with the
Appeal.
On February 25, 2016, the Debtor retained Borowski & Traylor to act
as its counsel in the court case and in connection with the
Debtor's Appeal to the First District of Appeal, State of Florida
of the Final Judgment of Foreclosure entered February 11, 2016, in
the Circuit Court in and for Escambia County, Florida.
The Debtor believes that it in the best interest of its to retain
Borowski & Traylor, P.A. in The First District Court of Appeals,
State of Florida Case No.: 1D16-1305, Lower Tribunal
No.:2014-CA-000391, pursuant to which the Debtor is appealing the
validity of a Final Judgment of Foreclosure entered in the Circuit
Court in and for Escambia County, Florida
Borowski & Traylor will apply for compensation and reimbursement of
costs, pursuant to Sections 330 and 331 of the Bankruptcy Code, at
its ordinary rates, as they may be adjusted from time to time, for
services rendered and costs incurred of behalf of the Debtor.
The currently hourly rate of Louis E. Harper III, the attorney who
will be principally responsible for Borowski & Traylor's
representation of the Debtor, is $195/hour.
Borowski & Traylor typically adjust its hourly rates annually on
January 1st.
Louis E. Harper III, attorney with the law firm of Borowski &
Traylor, P.A., 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.
Borowski & Traylor can be reached at:
Louis E. Harper III
25 W. Cedar Street, Suite 525
Pensacola, FL 32502
Tel: 850-462-5708
Fax: 850-429-7465
About Sea Shell Collections
Sea Shell Collections LLC, owner and operator of a shopping center,
filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No.
16-30304) on March 31, 2016. The petition was signed by James C.
Moulton as president - Mouton Propertis, Inc., manager.
The Debtor listed total assets of $21.28 million and total
liabilities of $37.03 million.


Richard M Colbert PLLC represents the Debtor as counsel.
SEA SHELL COLLECTIONS: 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 Sea Shell Collections LLC.
About Sea Shell Collections
Sea Shell Collections LLC, owner and operator of a shopping center,
filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No.
16-30304) on March 31, 2016. The petition was signed by James C.
Moulton as president - Mouton Propertis, Inc., manager.
The Debtor listed total assets of $21.28 million and total
liabilities of $37.03 million.
Richard M Colbert PLLC represents the Debtor as counsel.
SKYBRIDGE SPECTRUM: Receiver Asks Court to Preserve Status Quo
--------------------------------------------------------------
Susan L. Uecker, the court-appointed receiver of Skybridge Spectrum
Foundation, asks the U.S. Bankruptcy Court to issue an order
preserving the status quo of the Receivership pending a hearing on
the Motion of Dr. Arnold Leong requesting that the Receiver be
excused from compliance with the turnover requirements of Section
543 of the Bankruptcy Code, or, in the alternative, restrict the
Debtor from making any expenditures other than what is approved
pursuant to a limited budget.
According to the Receiver, maintaining the status quo until a
disposition of the Section 543 Motion and Motion to Dismiss will
promote judicial economy, the parties' resources, and the Debtor's
assets because the Court will shortly be deciding potentially case
dispositive motions that would moot any requirement to transfer the
Debtor's assets from the Receiver to the Debtor.
Dr. Leong avers that the interests of the Debtor are clearly best
served by maintaining the FCC Licenses in independent hands -- if
not in the hands of the Receiver then in those of a trustee -- to
preserve their viability for the State Court vested those interests
and other interests in the FCC Licenses in the Receiver precisely
to prevent them from the risk of imminent cancellation by the FCC.
The Debtor suffers no harm or prejudice from maintenance of the
status quo in this manner, he further avers.
The Debtor, on the other hand, said that the Court, should deny any
request to excuse the Receiver's compliance with the turnover
requirements of Section 543 and instead the Court should order the
Receiver immediately to turn over all of Debtor's property to
Debtor along with a full accounting. Turnover should be favored
because "a substantial weight is added to the debtor’s burden of
attempting to reorganize and to promulgate an acceptable plan of
reorganization if debtor cannot have access to all of its assets
during its initial breathing spell."
Skybridge Spectrum Foundation is represented by:
Elihu E. Allinson III
SULLIVAN HAZELTINE ALLINSON LLC
901 North Market Street, Suite 1300
Wilmington, DE 19801
Telephone: (302) 428-8191
Facsimile: (302) 428-8195
Email: zallinson@sha-llc.com
Dr. Arnold Leong is represented by:
Dean A. Ziehl, Esq.
Jeremy V. Richards, Esq.
Bradford J. Sandler, Esq.
Peter J. Keane, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: dziehl@pszjlaw.com
jrichards@pszjlaw.com
bsandler@pszjlaw.com
pkeane@pszjlaw.com
The Receiver Susan L. Uecker is represented by:
Eric D. Schwartz, Esq.
Curtis S. Miller, Esq.
Tamara K. Minott, Esq.
Marcy J. McLaughlin, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street, Suite 1800
Wilmington, DE 19801
Telephone: 302.351.9208
Facsimile: 302.425.4672
Email: eschwartz@mnat.com
cmiller@mnat.com
tminott@mnat.com
mmclaughlin@mnat.com
-- and --
David DeGroot, Esq.
SHEPPARD MULLIN RICHTER & HAMPTON LLP
Four Embarcadero Center 17th Floor
San Francisco, CA 94111
Telephone: 415.774.3230
Facsimile: 415.434.3947
Email: ddegroot@sheppardmullin.com
About Skybridge Spectrum
Skybridge Spectrum Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 16-10626) on March 11, 2016.
Warren C. Havens signed the petition as president, sole director
and sole member. The Debtor estimated assets in the range of $100
million to $500 million and debts of up to $500,000. Sullivan
Hazeltine Allinson LLC represents the Debtor as counsel.
SNO MOUNTAIN: Trustee Inks Agreement to Distribute Remaining $256K
------------------------------------------------------------------
Gary Seitz, the Bankruptcy Trustee of the Estate of Sno Mountain,
LP, Mashmeyer Karalis, P.C., Bederson & Company, LLP, Gellert Scali
Busenkell & Brown LLC, and Richard Ford, Charles and Kathleen
Hertzog, Eugene and Michael Ruane, Scnadale Associated Builders,
Nicholas Scandale, Sterling Trust FBO Richard Ford, Sterling Trust
FBO Donna Ford, Albert Hughes, John Pardue, and Mark Paradise, the
Petitioning Creditors on the one hand, and Wynnewood Capital
Partners, LLC, WCP Sno Mountain, LP, Edward J. Reitmeyer and Peter
J. Salvatori, on the other hand, ask the U.S. Bankruptcy Court to
approve a Settlement Agreement and Release.
The Parties acknowledges that the Trustee has completed the sale
and liquidation of all the property of Sno Mountan LP and currently
has approximately $364,000 of Cash on Hand. After deducting the
Creditor Carveout and the unpaid Trustee's commission from the Cash
on Hand, the balance available remaining for the allowed
administrative claimants is $256,798.
All chapter 11 administrative claims have been paid in full except
for (a) the DIP Loan, (b) the unpaid fees and expenses of MK and
Bederson, (c) the order approving an administrative claim of the
Petitioning Creditors totaling $22,000, and (d) the pending fee
application of GSBB seeking $35,032, the Parties acknowledges
further.
The Parties reached into an agreement desiring to fully and finally
resolve all controversies, releasing and discharging any claims and
matters of whatever nature existing between them which relate in
any way to the Cash on Hand, the distribution of the Cash on Hand,
the DIP Loan, the Debtor and/or the Bankruptcy Case, stipulated
that the Trustee shall distribute the Cash on Hand to the below
stated persons as follows:
a. To Wynnewood, the sum of $45,000.
b. To Petitioning Creditors, care of their counsel, the sum of
$17,836 (80% of fees and 100% of expenses)
c. To Trustee, the sum of $69,201.
d. To MK, the sum of $103,550.
e. To Bederson, the sum of $71,737 (contingent on the accrued
fees of $15,000 being approved by the Court).
f. To GSSB, the sum of $26,674.
g. The Creditor Carveout in the amount of $30,000 on a
pro-rata basis to holders of allowed priority unsecured claims as
follows:
1. To Department of Treasury, the sum of $16,200.
2. To Pennsylvania Department of Revenue, the sum of
$7,500.
3. To Commonwealth of Pennsylvania – UCTS, the sum of
$6,300.
About Sno Mountain
Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) on October 15,
2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.
The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania. The Debtor's
bankruptcy case is a "single asset real estate" case within the
meaning of 11 U.S.C. Sec. 101(51)(B).
Judge Jean K. FitzSimon oversees the case. Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the petitioning
creditors.
Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex. Maschmeyer Karalis PC
serves as counsel to the trustee.
The Trustee has received Court authority to sell substantially all
of the Debtor's assets to Montage Mountain Resorts, L.P., for
$5.125 million.
STARR PASS: Wants Cout to Review Denial of Consolidation Bid
------------------------------------------------------------
Starr Pass Residential, LLC, asks the U.S. Bankruptcy Court to
reconsider its ruling denying the Debtor's motion for substantive
consolidation of the Debtor's estate with non-debtor entity, Starr
Pass Resort Developments, LLC.
The Debtor states, "The Court improperly based its Ruling on
information that was not presented as evidence or admitted into
evidence regarding whether the elements for substantive
consolidation have been satisfied, and whether U.S. Bank's lien on
the Starr Pass Resort will in fact surpass the $120 million base
bid amount. . . evidence presented at an evidentiary hearing will
show . . . that the creditors dealt with the Debtor and Resort
Developments as a single economic unit, and that the affairs of the
Debtor and Resort Developments are so entangled that it would not
be feasible to identify and allocate all of their assets and
liabilities between the Debtor and Resort Developments. Further,
the evidence will show that allowing for substantive consolidation,
and ultimately the sale of the Starr Pass Resort, will in fact
benefit all the creditors, not just the securitized certificates
held by U.S. Bank because U.S. Bank's secured claim for purposes of
any proposed plan or reorganization will be capped at $78
million."
Starr Pass Residential LLC is represented by:
Jody A. Corrales, Esq.
DECONCINI MCDONALD YETWIN & LACY, P.C.
2525 East Broadway Blvd., Suite 200
Tucson, AZ 85716-5300
Telephone: (520) 322-5000
Facsimile: (520) 322-5585
Email: jcorrales@dmyl.com
About Starr Pass Residential
Starr Pass Residential LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014. Christopher
Ansley signed the petition as authorized officer. Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel. The Debtor disclosed total
assets of $7.40 million and liabilities of $146 million.
The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing any
matter on the Chapter 11 proceeding.
* * *
The U.S. Trustee for Region 14 informed the Bankruptcy Court that
it was unable to appoint creditors form the Official Committee of
Unsecured Creditors for the Chapter 11 case of Starr Pass
Residential LLC because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.
SUNEDISON INC: Hires Rothschild as Financial Advisor
----------------------------------------------------
SunEdison, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Rothschild
Inc. as financial advisor and investment banker to the Debtors,
nunc pro tunc to April 21, 2016.
SunEdison, Inc. requires Rothschild to:
(a) identify and/or initiate potential Transactions (as
defined in the Engagement Letter);
(b) review and analyze the Debtor's assets and the operating
and financial strategies of the Debtors;
(c) review and analyze the business plans and financial
projections prepared by the Debtors including, but not
limited to, testing assumptions and comparing those
assumptions to historical Debtor and industry trends;
(d) evaluate the Debtors' debt capacity in light of their
projected cash flows and assist in the determination of an
appropriate capital structure for the Debtors;
(e) assist the Debtors and their other professionals in
reviewing the terms of any proposed Transaction, in
responding thereto and, if directed, in evaluating
alternative proposals for a Transaction;
(f) determine a range of values for the Debtors and any
securities that the Debtors offer or propose to offer in
connection with a Transaction;
(g) advise the Debtors on the risks and benefits of
considering a Transaction with respect to the Debtors'
intermediate and long-term business prospects and
strategic alternatives to maximize the business enterprise
value of the Debtors;
(h) review and analyze any proposals the Debtors receive from
third parties in connection with a Transaction, including,
without limitation, any proposals for debtor-in-possession
financing, as appropriate;
(i) assist or participate in negotiations with the parties in
interest, including, without limitation, any current or
prospective creditors of, holders of equity in, or
claimants against the Debtors and/or their respective
representatives in connection with a Transaction;
(j) advise the Debtors with respect to, and attend, meetings
of the Debtors' Board of Directors, creditor groups,
official constituencies and other interested parties, as
necessary;
(k) if requested by the Debtors, participate in hearings
before the Bankruptcy Court and provide relevant testimony
with respect to the matters described herein and issues
arising in connection with any proposed plan of
reorganization; and (l) render such other financial
advisory and investment banking services (but only to the
extent permitted by further orders of the Court) as may be
agreed upon by Rothschild and the Debtors.
Rothschild will be paid:
(a) an advisory fee (the "Monthly Fee") of $250,000 per month
payable in advance, on the first day of each month;
(b) a fee (the "Completion Fee") of $15,000,000, payable upon
the closing of a Transaction, as that term is defined in
the Engagement Letter;
(c) a fee (the "M&A Fee") as specified in Exhibit B of the
Engagement Letter, ranging from 1.75% to 0.30% of
Aggregate Consideration (as defined in the Engagement
Letter), if (i) the Debtors execute an M&A Transaction, as
that term is defined in the Engagement Letter, and (ii)
Rothschild provides material services at the Debtors'
request (including, without limitation, any services of
the kind contemplated under the Engagement Letter) in
connection with such M&A Transaction, which fee is payable
at the closing of any M&A Transaction; and
(d) a new capital fee (the "New Capital Fee") equal to (i)
1.0% of the face amount of any senior secured debt raised
including, without limitation, any debtor-in-possession
financing raised; (ii) 2.0% of the face amount of any
junior secured or senior or subordinated unsecured debt
raised and (iii) 5.0% of any equity capital, capital
convertible into equity or hybrid capital raised,
including, without limitation, equity underlying any
warrants, purchase rights or similar contingent equity
securities, but excluding certain transactions as
described in the Engagement Letter. The New Capital Fee is
payable upon the closing of the transaction by which the
new capital is committed. Notwithstanding the foregoing, a
New Capital Fee is only payable if Rothschild provided
services to the Company in connection with the sourcing or
negotiation of such transaction.
In connection with their prepetition engagement of Rothschild, the
Debtors were required to pay Rothschild certain monthly fees.
During the 90 days immediately preceding the Petition Date,
Rothschild received the following: fee payments totaling $568,965
and expense reimbursement payments totaling $46,127.71. Apart from
a retainer received upon execution of the Engagement Letter,
Rothschild received no other payments from the Debtors during the
90 days immediately preceding the Petition Date. Within one year
prior to the Petition Date, the Debtors paid Rothschild $568,965 in
fees and $46,127.71 in expense reimbursements. Rothschild received
a retainer of $250,000 upon execution of the Engagement Letter,
(not counted in the $568,965 in fees), of which $0 was applied and
$250,000 is being held. In the event Rothschild's retention is
approved by the Bankruptcy Court, Rothschild intends to apply the
unused portion of the retainer to its fees and expenses incurred
following the Petition Date. As of the Petition Date, the Debtors
did not owe Rothschild for any fees or expenses incurred prior to
the Petition Date.
Rothschild will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Homer Parkhill, managing director of Rothschild Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Rothschild can be reached at:
Homer Parkhill
Rothschild Inc.
1251 Avenue of the Americas, 33rd Floor
New York, NY 10020
Tel: (212) 403-3500
Fax: (212) 403-3501
About SunEdison, Inc.
SunEdison, Inc. is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc. and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.
TAYLOR-WHARTON: Claims Bar Date Set for June 1
----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set June 1,
2016, at 5:00 p.m. (prevailing Eastern Time) as the last day for
any person or entity to file proofs of claim against Taylor-Wharton
International LLC and its debtor-affiliates.
Each proof of claim must be filed at:
Logan & Company Inc.
Attention: Taylor-Wharton International LLC
546 Valley Road
Upper Montclair, NJ 07043
About Taylor-Wharton
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 15-12075) on Oct. 7, 2015. The petition was signed by
Thomas Doherty as chief restructuring officer.
Cryogenics is a leading designer, engineer and manufacturer of
cryogenic equipment designed to transport and store liquefied
atmospheric and hydrocarbon gases. Cryogenics has a single United
States operation in Theodore, Alabama. Cryogenics is the direct or
indirect parent of several foreign non-debtor subsidiaries which
have manufacturing operations in China, Malaysia, Slovakia, and
warehousing operations in Germany and Australia.
The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Nixon Peabody LLP as special counsel, Argus Management
Corporation as interim management services provider, Stifel,
Nicolaus & Company, Incorporated and Miller Buckfire & Company LLC
as investment banker and Logan & Company, Inc., as noticing and
claims agent. Argus Management Corporation is authorized to
provide interim management services, and designate Thomas Doherty
as chief restructuring officer.
Taylor-Wharton International LLC disclosed total assets of
$14,463,438 and total liabilities of $47,978,923. O'Neal Steel
Inc. is listed as the largest unsecured creditor holding a trade
claim of $788,815.
Judge Brendan Linehan Shannon is assigned to the case.
The Office of the U.S. Trustee appointed the Committee pursuant to
Section 1102(a)(1) of the Bankruptcy Code. The Committee is
comprised of three members: (a) Pension Benefit Guaranty
Corporation, (b) O'Neal Steel, Inc., and (c) Harsco Corporation.
On the same day, the Committee selected Lowenstein Sandler LLP and
The Rosner Law Group LLC to serve as its co-counsel and EisnerAmper
LLP to serve as its financial advisor in the Chapter 11 Cases.
TERRAFORM AP: Moody's Affirms Ba3 Senior Secured Debt Rating
------------------------------------------------------------
Moody's Investors Service affirmed TerraForm AP Acquisition
Holdings, LLC's (TerraForm AP) Ba3 rating with a negative outlook
on its senior secured debt.
RATINGS RATIONALE
TerraForm AP's Ba3 rating affirmation considers the exclusion of
the project from SunEdison's (SUNE, not rated) bankruptcy filing
that highlights the benefits of third party preferred equity
holders (PREPP) at the project. PREPP investors have substantial
consent rights for major actions like a bankruptcy filing of
TerraForm AP and we see the interest of the PREPP holders as
strongly aligned with lenders given the 3rd party PREPP holder's
$150 million investment in the project.
The negative outlook incorporates the sponsor contagion risk that
continues to exist. In the near term, we see significant
uncertainty regarding the project's ability to meet its reporting
requirements given SUNE's inability to produce its audited
financials and the project's reliance on SUNE for all corporate
services. If the project does not deliver its required documents
including audited financial statements within 120 days after
year-end, this failure ripens to an event of default after a 30-day
cure period. Once an event of default occurs, Terraform AP's
lenders have the ability to accelerate the debt subject to majority
lender agreement. However, we see strong economic incentives for
the lenders to avoid a project insolvency caused by a technical
covenant violation and the current Ba3 rating incorporates our
assumption that the lenders would agree to a temporary waiver
should the issuer not be able to satisfy its reporting
requirements.
Beyond the financial reporting covenant issues, other potential
sources of contagion risk include SUNE affiliates' role as asset
manager and non-turbine operations and maintenance service provider
for TerraForm AP's main assets. SUNE's inability to properly
provide asset level operational and maintenance services could
negatively affect plant operations and ultimately cash flow. For
example, poor operational performance and a failure to post
adequate assurance at Meadow Creek could ultimately trigger an
operational 'material adverse change' clause under Meadow Creek's
long term off-take contract that could result in an event of
default under the off-take agreement. While we view the risk of the
latter triggering a default as a very low probability event, it
still remains a possible source of SUNE contagion risk.
The rating could be downgraded if Terraform AP is unable to meet
its covenant requirements and is unable to achieve a waiver of such
violations or if there is increased prospect that TerraForm AP's
ring fencing like features will be challenged, altered, or not work
as expected. The rating could also be downgraded if TerraForm AP
incurs substantial operating issues or has financial metrics lower
than expected.
TerraForm AP's outlook could stabilize if SUNE's contagion risk
abates and TerraForm AP demonstrates financial and operating
performance according to expectations.
TerraForm AP owns a 521 MW portfolio of operating wind power
plants. The portfolio includes interests in the 120 MW (100%
ownership) Meadow Creek, 80 MW (50%, 40 MW) Rockland Wind, 183 MW
(27.6%, 50 MW) Idaho Wind and 125 MW (12.5%, 16 MW) Goshen projects
in Idaho and the 298 MW (99%, 295 MW) Canadian Hills project in
Oklahoma. Output from the projects have been fully contracted with
investment grade utilities with a remaining average term of about
17 years.
TERRAFORM POWER: Moody's Affirms B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
(CFR), B3-PD Probability of Default rating and Caa1 senior
unsecured ratings at Terraform Power Operating LLC (TPO) and
Terraform Global Operating LLC (TGO). The speculative grade
liquidity ratings (SGL) at TPO and TGO were also maintained at
SGL-4 and SGL-3, respectively. The loss given default (LGD) rating
for both companies remains unchanged at LGD-5. The rating outlook
on both entities is negative. TPO and TGO are subsidiaries of
TerraForm Power Inc and TerraForm Global Inc, respectively, which
are the publicly listed YieldCos and subsidiaries of sponsor
SunEdison Inc (SUNE, unrated).
RATINGS RATIONALE
The rating affirmation follows SUNE's bankruptcy filing on April
21, 2016. Neither TPO nor TGO were a part of the filing and both
companies have stated that they continue to operate in the ordinary
course of business.
"Although we did not expect TPO and TGO would be filed along with
SUNE, the continued negative outlook reflects significant risks
that still exist for TPO and TGO on account of the SUNE
bankruptcy", said Swami Venkataraman, Vice President - Senior
Credit Officer at Moody's. "There are multiple risks posed by
likely covenant defaults at both the secured revolvers and
project-level credit agreements in the days ahead that will likely
require the companies to obtain waivers from lenders", added
Venkataraman.
The key near-term risk is the requirement to file audited financial
statements for 2015 by April 30, 2016 under both TPO and TGO's
secured revolving credit facilities. There is a ten business day
grace period which effectively extends this deadline to mid-May.
While we believe that lenders do not have an incentive to
accelerate outstanding amounts under the revolvers on account of
this technical default, they may impose higher costs on the
companies. The bank revolving credit agreements also have
maintenance financial covenants. This includes a CFADS/TPO Debt
Service of at least 1.75x and TPO Net Debt / CFADS of not more than
5x for TGO and 6x for TPO.
The rated unsecured bonds at TPO/TGO only have incurrence tests;
however, actions taken by revolving credit facility lenders may
negatively affect the bonds through a potential reduction in
liquidity or through cross default provisions. Moreover, the TPO
and TGO unsecured bonds also have financial reporting requirements.
While the timeframe for such incurrence to become a technical
default is more lenient (90 days after mid-May for TPO and mid-June
for TGO)), securing a waiver from the required bondholders is more
challenging.
In most of TPO's debt-financed projects, SUNE is a party or
guarantor to a material project agreement, such as an asset
management or O&M contract. As a result of SUNE's bankruptcy filing
and delays in the preparation of audited financial statements,
there may now exist defaults under many of TPO's non-recourse
project-level debt agreements. These defaults are generally
curable, though TPO/TGO may need to work with project lenders to
obtain waivers and/or forbearance agreements. While there can be no
certainty that such waivers will be obtained, we believe that
project-level lenders have good reason to grant such waivers so
long as the underlying projects are themselves are performing
well.
Nevertheless, project-level lenders may place restrictions of
distributions to TPO/TGO, which could significantly reduce cash
flowing up to TPO/TGO and affect their ability to maintain
dividends and potentially threaten TPO/TGO's ability to remain in
compliance with covenants in their revolving credit facilities.
There has been no public disclosure yet by TPO about how many
projects may be affected by cash traps (we estimate that about 10
projects) and 5 for projects at TGO have project level debt. This
risk is mitigated by the fact that about 50% of the cash flow
coming up to TPO is from projects that have no project-level debt.
The yieldcos will face collateral consequences from a SUNE
bankruptcy and, at some point, it is possible that their boards may
need to make an independent decision as to whether the yieldcos
themselves may need to be filed into bankruptcy. We believe there
are a number of factors that reduce the risk of a voluntary
bankruptcy filing by TPO or TGO including: (i) the companies are
currently able to meet all of their obligations and are not
themselves insolvent; (ii) both issuers could reduce or eliminate
their dividend as a cash preserving measure; (iii) SUNE only has a
minority economic interest in both yieldcos, though it controls
both companies through class B shares; (iv) both TPO and TGO are
publicly listed Delaware corporations rather than wholly owned SPVs
and Delaware law imposes fiduciary duties on a company's directors;
and (v) a voluntary filing of either yieldco requires a vote of a
majority of three independent directors on the yieldco's "corporate
governance and conflicts committee".
"We believe that the assets and cash flows of the yieldcos would
only be available to SUNE's creditors in the case of a SUNE
bankruptcy if a substantive consolidation of the yieldcos into a
SUNE bankruptcy were ordered by a bankruptcy judge. Although we
consider the likelihood of this event to be remote since both
companies have operated as clearly separate legal entities with
their own boards, capital structures and financing documents;
however, it is not impossible. At the time of the original ratings
of TPO and TGO, Moody's was provided with non-consolidation
opinions from an external counsel."
Neither TPO nor TGO have any employees of their own. All day to day
operations continue to be provided by SUNE through a management
services agreement (MSA) that provides day to day management, IT
and accounting services at the corporate level, as well as a number
of operations and maintenance agreements and asset management
services at the various projects. Some of these services,
especially under the MSA, are currently offered by SUNE at
subsidized rates. We see a high probability that these contracts
may need to be renegotiated, assuming they are not rejected
outright, resulting in higher costs for both TPO and TGO.
"However, we do not consider this potential obstacle to be
insurmountable as these are fairly low risk operations with several
service providers. SUNE itself outsources many of these functions
and those contractors could simply step in, if needed. Since TPO
and TGO are probably SUNE's most valuable assets, its creditors
also have an incentive to ensure a smooth transition of operations
to other service providers, if necessary. TPO and TGO have
reportedly hired a consultant to advise them on contingency
planning, including developing alternatives to the MSA if
necessary."
Loss Given Default
"We rated the unsecured bonds at TPO and TGO at Caa1, one notch
below the B3 CFR, because the unsecured bonds are disadvantaged by
the presence of secured revolvers at both companies. TPO also has a
secured non-recourse term loan issued at the time of the Invenergy
acquisition. Given the risks related to the parent SUNE, our LGD
analysis assumes the revolver to be fully drawn for both companies,
although we believe TGO's revolver is unused at present. Our
analysis results in a LGD-5 rating for the unsecured bonds at both
companies, with a final expected loss rate of 20-30% for both
companies. This analysis assumes that the companies are not
substantively consolidated into SUNE's bankruptcy."
Liquidity
"TPO has an SGL-4 rating while TGO has an SGL-3 rating. We project
TPO'S liquidity is weaker we believe that their revolver is
substantially fully drawn and also because of TPO has greater
exposure to cash traps at its various projects. Also, TPO is still
party to certain asset purchase obligations with SUNE considering
the possible purchase of $250 million worth of assets from SUNE,
which would further strain on TPO's liquidity profile. In contrast,
we estimate that TGO has approximately $800 million of cash
balances and significant availability under its $485 million
revolving credit facility.
"
Outlook
The negative outlook primarily reflects the risks arising from
SUNE's bankruptcy and the possibility that various covenant
defaults may create additional challenges for both TPO and TGO. The
outlook also reflects the small risk that the companies maybe
substantively consolidated into SUNE's bankruptcy.
What could change the rating Up?
Limited near term prospects exist for a rating upgrade. A stable
outlook on TPO and TGO could be considered if the companies manage
to negotiate waivers on their key covenant defaults while also
maintaining stable operations at their projects. A stable outlook
would also require that TPO and TGO are not saddled with additional
financial obligations that pressure their financial profiles and
that they continue to maintain adequate liquidity to support their
operations. A higher rating would not only require all of the above
but also indications of strengthened corporate governance at the
yieldcos
What could change the rating Down?
Ratings at both TPO and TGO could be lowered further if covenant
defaults at the revolver or project level financings lead to
lenders taking actions that are detrimental to credit quality at
TPO or TGO. This could include acceleration of outstanding debt or
cash traps at the projects that harm the yieldcos' liquidity.
Negative rating actions may also result as a consequence of actions
by the SUNE bankruptcy court, such as claims of fraudulent
conveyance or substantive consolidation.
THOMAS E. BEESON: Wants Plan Filing Deadline Extended to Sept. 7
----------------------------------------------------------------
Thomas E. and Donna L. Beeson ask the U.S. Bankruptcy Court for the
Northern District of Illinois to extend the time within which
Debtors have the exclusive right to file a plan of reorganization
and to seek acceptances of the plan.
Specifically, the Debtors ask the Court that the 120-day period
during which only they may file a plan be extended for an
additional 120 days to and including September 7, 2016, and that
the 180 day period during which they have the exclusive right to
obtain acceptances of the plan also be extend for 120 days, to and
including November 8, 2016.
The Debtors' non-exempt assets consist primarily of various parcels
of real property located in Lake County, Illinois. Thomas Beeson
additionally has a claim for attorney malpractice. The Debtors
also own and operate a nursery business.
On March 14, 2016, the Debtors filed a motion seeking approval of
various sales contracts and options relating to development of
several of the real properties. A hearing on the sale motion was
set for April 26, 2016. Once the contracts and options are
approved and the sale is allowed to close, the Debtors will regain
ownership of a parcel of property known as the South Parcel which
is used to operate their nursery business.
The Debtors anticipate that the sale motion will be approved prior
to the hearing on the present motion. The Debtors intend to use
the newly unencumbered South Parcel to obtain financing for their
chapter 11 plan.
Pursuant to 11 U.S.C. Sec. 1121(c) (3), the Debtors have 180 days
during which Debtor has the exclusive right to seek acceptance of a
plan. The last day of the 180 day period in this case is July 11,
2016.
The Debtors anticipate that they will propose a 100% plan in this
case, but require additional time to complete the real property
sales, complete discussions regarding funding and determine the
timing of payments under the plan and the treatment of claims. The
Debtors have been working since the inception of this case to have
the real estate development deal approved. They will not be able
to obtain financing to fund the plan until the sale is final.
A hearing on the request is set for May 4.
Thomas E Beeson and Donna L Beeson filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 16-00783) on January 11, 2016, and are
represented by:
Joseph A. Baldi, Esq.
Julia D. Loper, Esq.
Baldi Berg, Ltd.
20 N. Clark St., Suite 200
Chicago, IL 60602
Tel: (312) 726-8150
THOUGHTWIRE MEDIA: 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 Thoughtwire Media LLC.
Thoughtwire Media LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Ohio (Canton) (Case No. 16-60607) on March 25, 2016.
The petition was signed by Thomas C. Hickox, managing member.
The Debtor is represented by Anthony J. DeGirolamo, Esq. The case
is assigned to Judge Russ Kendig.
The Debtor disclosed total assets of $346,543 and total debts of
$1.05 million.
USA DISCOUNTERS: Proposes to Pay Additional $245K to 66 Employees
-----------------------------------------------------------------
USA Discounters, Ltd., et al., et al., seek authority from the U.S.
Bankruptcy Court to pay an additional $245,000 in retention
payments to certain employees.
According to the Debtors, at the outset of these cases, the Court
had authorized them to pay certain employee incentive and retention
payments capped at $914,221. Subsequently, on two occasions, the
Court had allowed the Debtors to pay additional Retention Payments
in excess of the Retention Cap and the recent Order authorized the
retention payment to extend the Debtors' retained collections
staffs through June 30, 2016.
According to the Debtors, they require the further services of
these retained employees in order to maximize the value of the
Receivables portfolio and successfully continue its wind-down
efforts, and thus, to motivate and encourage the Retained Employees
to remain at their posts, the Debtors agreed to make the retention
payments for the duration of the Extended Terms or until the date
that the Debtors earlier terminates their employment due to job
elimination.
At this point in time, the Debtors seek the Court's authority to
pay 66 employees, of which 43 are collectors whose employment would
be extended through September 30, 2016, and 23 are supervisors and
corporate staff whose employment would be extended through December
1, 2016. The Debtors propose to allocate the Retention Payments as
follows:
Retained Corporate Staff $38,414
Retained Collections Supervisors $111,778
Retained Collections Staffs $95,768
The Prepetition Agent has indicated its support for the extended
employment terms and additional retention payment after the Debtors
have informed both the Committee and the Prepetition Agent of its
decision to retain these employees for extended terms and to obtain
authorization from the Court to make additional retention payments
in excess of the Retention Cap, but the Committee has declined to
take any position.
The Committee, while recognizing the need for employees and office
space to continue servicing the Debtors' dwindling receivables
portfolio, is concerned about the mounting administrative costs and
indefinite continuation of these cases without an exit strategy,
for given the uncertainty of bankruptcy, the best way to address
this concern is to move forward in these Chapter 11 cases with a
plan. The Committee, therefore, asks that the requested extension
of the employment agreements, and the proposed retention payments,
be limited to three months in order to minimize the administrative
cost to these estates.
Counsel to the Debtors and Debtors in Possession:
Laura Davis Jones, Esq.
James E. O'Neill, Esq.
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
joneill@pszjlaw.com
crobinson@pszjlaw.com
-- and --
Lee R. Bogdanoff, Esq.
Michael L. Tuchin, Esq.
Whitman L. Holt, Esq.
Sasha M. Gurvitz, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Telephone: (310) 407-4023
Facsimile: (310) 407-9090
Email: lbogdanoff@ktbslaw.com
mtuchin@ktbslaw.com
wholt@ktbslaw.com
sgurvitz@ktbslaw.com
Counsel to the Official Committee of Unsecured Creditors:
Domenic E. Pacitti, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 Market Street - Suite 1000
Wilmington, Delaware 19801-3062
Telephone: (302) 426-1189
Facsimile: (302) 426-9193
Email: dpacitti@klehr.com
-- and --
Eric R. Wilson, Esq.
Jason R. Adams, Esq.
KELLEY DRYE & WARREN LLP
101 Park Avenue
New York, New York 10178
Telephone: (212) 808-7800
Facsimile: (212) 808-7897
Email: ewilson@kelleydrye.com
jadams@kelleydrye.com
About USA Discounters
USA Discounters, Ltd., was founded in May 1991. In the City of
Norfolk, Virginia, under the name USA Furniture Discounters, Ltd.
It sold goods through two groups of stores -- one group of
specialty retail stores operating under the "USA Living" brand,
typically in standalone locations, and seven additional retail
stores operating under the "Fletcher's Jewelers" brand, typically
in major shopping malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.
The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc.,
serves as its financial advisor.
VALEANT PHARMA: Files Annual Report, Discloses State Probes
-----------------------------------------------------------
Caroline Chen, writing for Bloomberg Brief, reported that Valeant
Pharmaceuticals International Inc. filed its 2015 annual report on
April 29, and said it will have no additional financial
restatements, is in compliance with its credit agreements and is
under investigation by several state regulatory agencies.
According to the report, the drugmaker said its internal control
over financial reporting, disclosures and procedures was not
effective, "due to the existence of material weaknesses." It also
gave details on financial restatements that it had announced
previously, the report related.
The filing -- which meets Valeant's self-imposed April 29 deadline
-- may satisfy bond and loan holders, who have sent notices of
default related to the delayed financials, which were supposed to
be submitted in March, the report said.
The report added that Valeant said in the filing that it is the
subject of investigations by the U.S. Securities and Exchange
Commission, the U.S. Attorney's Offices in Massachusetts and New
York, the state of Texas, the State of North Carolina Department of
Justice, the Senate's Special Committee on Aging and the House's
Committee on Oversight and Reform, and has received document
requests from the Autorite de Marches Financiers in Canada and the
New Jersey State Bureau of Securities.
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) 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. More information
about
Valeant can be found at www.valeant.com.
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.
As reported by the TCR on April 19, 2016, Standard & Poor's
Ratings
Services said that it has lowered its corporate credit ratings on
Valeant Pharmaceuticals International Inc. to 'B' from 'B+' and
placed both the corporate credit rating and the issue-level
ratings
on CreditWatch with developing implications.
VESTIS RETAIL: Hires Lincoln Partners as Investment Banker
----------------------------------------------------------
Vestis Retail Group, LLC, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Lincoln Partners Advisors LLC as investment banker to the
Debtors and Debtors in possession, nunc pro tunc to April 18,
2016.
The Debtors require Lincoln to:
A. with respect to a Sale Transaction:
-- identify potential parties who might be interested in
entering into a Sale Transaction;
-- assist with the preparation of an information memorandum
describing the Debtors, the business, and/or the assets to be sold
(the "Sale Information Memorandum") (to be made available and used
in discussions with potential parties to a Sale Transaction only
once the materials and their use are approved by the Debtors and
Lincoln and any potential parties to a Sale Transaction have
executed a confidentiality agreement, which will be pre-approved by
the Debtors;
-- formulate and recommend a strategy for pursuing a potential
Sale Transaction;
-- contact and elicit interest from potential parties to a Sale
Transaction;
-- convey information desired by potential parties to a Sale
Transaction not contained in the Sale Information Memorandum;
-- review and evaluate potential parties to a Sale Transaction;
-- review and analyze proposals regarding a potential Sale
Transaction
-- provide an indication of value of the business or its assets
in writing or in testimony in any Proceeding; and
-- participate in hearings before the relevant bankruptcy court
in any Proceeding, if applicable, with respect to matters upon
which Lincoln has provided advice, including, as relevant,
coordinating with the Debtors' legal counsel with respect to the
testimony in connection therewith.
B. with respect to a Financing Transactions:
-- advise the Debtors regarding as appropriate capital structure
for the Debtors, including the potential pricing and terms for any
new senior debt, junior capital, and/or equity securities;
-- identify financing sources who might be interested in
participating in a Financing Transactions;
-- assist with the preparation of an information memorandum for
delivery to financing sources describing the Debtors (the
"Financing Information Memorandum" and, collectively with the Sale
Information Memorandum, the Information Memorandum") (to be made
available and used in discussions with potential parties to a
Financing Transactions only once the materials and their use are
approved by the Debtors and Lincoln and any potential parties to a
Financing Transaction have executed a confidentiality agreement,
which will be pre-approved by the Debtors;
-- formulate and recommend a strategy for pursuing a potential
Financing Transactions;
-- contact and elicit interest from various financing sources,
including senior lenders, junior capital providers, and/or equity
investors, as appropriate;
-- convey information desired by financing sources not contained
in the Financing Information Memorandum;
-- review and analyze all proposals, both preliminary and firm,
received from financing sources relating to a Financing
Transactions; and
-- participate in hearings before the relevant bankruptcy court
in any Proceeding, if applicable, with respect to matters upon
which Lincoln has provided advice, including, as relevant,
coordinating with the Debtors' legal counsel with respect to
testimony in connection therewith.
C. with respect to a Restructuring Transactions:
assist the Debtors in developing a restructuring plan;
-- assist the Debtors restructuring any securities to be issued
pursuant to the restructuring plan;
-- assist the Debtors in negotiating the restructuring plan with
lenders, creditors, and other interested parties;
-- assist the Debtors in developing a Plan, if the Debtors file
a voluntary case under the Bankruptcy Code;
-- provide an indication of value of the business or its assets
in writing or in testimony in any Proceeding; and
-- participate in hearing before the relevant bankruptcy court,
if applicable, with respect to matters upon which Lincoln has
provided advice, including, as relevant, coordinating with the
Debtors' legal counsel with respect to testimony in connection
therewith.
As set forth with greater specificity in Engagement Letter, the
Debtors and Lincoln have agreed to the following terms of
compensation (collectively, the "Transaction Fee"):
(a) A monthly non-refundable cash fee (the "Monthly Fee") of
$125,000, the first installation of which shall be earned and
payable in cash on April 22, 2016, with each substantially monthly
fee being earned and payable in cash on each monthly anniversary
thereof; provided, however, that the maximum amount of Monthly Fees
shall be $1,125,000, inclusive of any Monthly Fees paid under the
Prior Letter of Agreement.
(b) A Sale Transaction Fee equal to 1.4% of the Enterprise
Value (as defined in the Engagement Letter), if a Sale Transaction
is consummated, reduced by the previous receipt of Transaction Fees
pursuant to the Engagement Letter. The minimum Sale Transaction fee
shall be $1,125,000, provided that in the event of the consummation
of multiple Sale Transaction, the application of the minimum Sale
Transaction Fee shall not result in a higher amount of aggregate
Sale Transaction Fee being payable under the Letter of Engagement,
unless the total of all aggregate Sale Transaction Fees calculated
without regard to the minimum Sale transaction Fee would be less
than $1,125,000. Subject to the terms of the Engagement Letter, the
Sale Transaction Fee shall be earned, due, and payable in cash at
the time of the closing of the Sale Transaction. In the event that
a Sale Transaction is pursuant to a Liquidation Sale Agreement
contemplating the liquidation of substantially all of the assets of
a Material Business Unit (as defined in the Engagement Letter) of
the Debtors other than on a going-concern basis, Lincoln Advisors
will be entitled to a fee of 50% of the Transaction Fee that would
otherwise due, but only if the Debtor direct Lincoln (either prior
to or after the Liquidation Sale Agreement) to approach other
investors or acquirers with respect to the purchase of the Material
Business Unit on a going-concern basis.
(c) In connection with a Financing Transaction, other than a
DIP financing (as defined in the Engagement Letter), a fee (the
Financing Transaction Fee") equal to (i) 1% of the amount of the
committed amount of the first lien debt; plus (ii) 2.5 % on the
committed amount of the subordinated first lien or second lien
debt; plus (iii) 5% on any committed amount of the subordinated
debt, preferred stock, or common stock raised (in each in the
proceeding clauses (i) through (iii), whether funded or not at the
closing of the Financing Transaction) if a Financing Transaction is
consummated, reduced by the previous receipt of Transaction Fees
pursuant to the Engagement Letter. The minimum Financing
Transaction Fee shall be $1,000,000. Subject to the terms of the
Engagement Letter, the Financing Transaction Fee shall be earned,
due and payable in cash at the time of the closing on the Financing
Transactions. In the event that capital raised pursuant to a
Financing Transaction, other than a DIP financing, is provided by
the incumbent lenders to the Debtors as of the date of Engagement
Letter (other than the Versa Capital Management, LLC ( the
"Sponsor")), then the fee that portion of the capital provided by
such incumbent lenders shall be reduced by 50%. In the event that
new capital is raised from the Sponsor, the Financing Fee for that
portion of the capital provided by the Sponsor shall be zero. In
connection with a Financing Transaction that is a DIP Financing,
Lincoln shall earn and paid a cash fee of $200,000 payable upon the
final approval of such financing.
(d) A Restructuring Transaction Fee equal to $1,125,000 is a
Restructuring Transaction is consummated. A Restructuring Fee shall
be, in addition to the retainers, earned, due, and payable in cash
at the time of the closing of a Restructuring Transaction.
(e) Any Transaction Fee (once and without duplication) shall
be reduced by 100% of all monthly fees paid pursuant to the Prior
Letter Agreement and the first five Monthly Fees and 50% of any
other Monthly Fees paid to Lincoln. Any Restructuring Transaction
Fee earned by Lincoln will be reduced by 50% of any Sale
Transaction fee of Financing Transaction Fee paid to Lincoln
provided, however, that the Restructuring Transaction Fee shall
never be reduced below zero. Any portion of a Financing Transaction
Fee earned on a Financing Transaction subsequent to a DIP Financing
that is attributable to capital provided in such Financing
Transaction from a party that previously provided capital in the
DIP Financing shall be reduced by any DIP Financing Fee paid to
Lincoln dollar-for-dollar (up to $200,000 in the aggregate without
duplication).
(f) The Aggregate amount of all Transaction Fees earned under
the Engagement Letter will under no circumstances exceed $2.0
million.
(g) The Debtors will also reimburse Lincoln for all reasonable
out-of-pocket incurred by Lincoln in connection with the matters
contemplated in the Engagement Letter, including transportation,
lodging, meals, communications, color copying, color printing,
document services, and legal counsel (including, but not limited
to, the defense against any fee objections in a Proceedings) and
other professional advisor fees and expenses; provide that such
expenses for any particular items (or series of related items)
shall nor exceed $10,000 and in the aggregate shall not exceed
$50,000 without the Debtors' prior written consent, which consent
shall not be unreasonably withheld or delayed (it being agreed that
the foregoing shall not apply to expenses subject to Exhibit I to
the Engagement Letter, titled "Indemnification and Remedies").
(h) To the extent Lincoln's personnel assist in, or provide
testimony on trial or deposition for any action, suit, or
proceeding relating to a Transaction or Lincoln's engagement, the
Debtors shall pay Lincoln a per person, per diem charge of $2,000,
together with a reimbursement of all out-of-pocket expenses and
disbursement, including reasonable attorney's fees and
disbursements, for the services of such persons.
Alexander W. Stevenson, Managing Director and co-head of the
Special Situations Group of Lincoln Partners Advisors LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Lincoln can be reached at:
Alexander W. Stevenson
Lincoln Partners Advisors LLC
500 West Madison Street, Suite 3900
Chicago, IL 60661
E-mail: astevenson@lincolninternational.com
About Vestis Group


Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court
documents.


Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0 to
$50,000 and debts of $100 million to $500 million. The petitions
were signed by Thomas A. Kennedy as secretary.


The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.


Judge Christopher S. Sontchi is assigned to the cases.

VUZIX CORP: Provides Shareholders Update on Recent Developments
---------------------------------------------------------------
Vuzix Corporation announced that on April 25, 2016, the Company
began mailing a newsletter to its shareholders updating them on
recent developments, as well as new products, technologies and
relationships.
A copy of this newsletter can be found in the investor section of
the Vuzix website by following link below:
http://ir.vuzix.com/presentations
About Vuzix Corporation
Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field. Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.
Vuzix Corporation reported a net loss attributable to common
stockholders of $14.94 million on $2.74 million of total
sales for the year ended Dec. 31, 2015, compared to a net loss
attributable to common stockholders of $7.86 million on $3.03
million of total sales for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, Vuzix had $19.56 million in total assets,
$3.46 million in total liabilities and $16.09 million in total
stockholders' equity.
VYCOR MEDICAL: Incurs $616,000 Net Loss in First Quarter
--------------------------------------------------------
Vycor Medical, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $615,882 on $400,085 of revenue
for the three months ended March 31, 2016, compared to a net loss
available to common shareholders of $806,626 on $328,552 of revenue
for the same period in 2015.
As of March 31, 2016, Vycor had $1.76 million in total assets,
$890,960 in total liabilities and $872,920 in total stockholders'
equity.
"Vycor's results for the first quarter of 2016 are a demonstration
and realization of Vycor's strategy to grow our two businesses
while maintaining our low costs base, with the objective of
continuing to decrease our Cash Burn2," said Peter Zachariou, CEO
of Vycor Medical. "The Vycor division's sales growth of 35% in the
first quarter demonstrates the benefit of the clinical data flowing
through to increased adoption, delivered by a distribution network
in the process of being strengthened.
"With the company's limited resources we are focusing NovaVision
initially on direct-to-patient website and social media marketing,
before implementing the other marketing strategies. It takes an
average of 10 weeks from contact to signing up a patient, and
revenues are recognized over the therapy period, so the revenue
benefits of the new model take time to build. The increase in new
patient starts of 73% in the US and 22% in Europe in the first
quarter over the first quarter in 2015 clearly demonstrates the
market is responding to our strategy."
"We have continued to reduce our Cash Burn3, from $256,000 for the
fourth quarter of 2015 to $197,000 for the first quarter of 2016
compared to $438,000 in the first quarter of 2015. We are focused
on increasing revenues with the objective of continuing to decrease
our Cash Burn."
Going Concern
"The Company has incurred negative cash flows from operations since
inception. As of March 31, 2016 the Company had a stockholders'
equity of $872,920 and cash and cash equivalents of $103,605. The
Company believes it would not have enough cash to meet its various
cash needs unless the Company is able to obtain additional cash
from the issuance of debt or equity securities. There is no
assurance that additional funds from the issuance of equity will be
available for the Company to finance its operations on acceptable
terms. If adequate funds are not available, the Company may have
to delay development or commercialization of products or
technologies that the Company would otherwise seek to
commercialize, or cease some or all of its operations . These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," according to the Form 10-Q report.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/pce0Dk
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss available to common shareholders
of $2.25 million on $1.13 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $4.04 million on $1.25 million of revenue for the
year ended Dec. 31, 2014.
The Company's auditors Paritz & Company, P.A., in Hackensack, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015.
WILLMAN CONSTRUCTION: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------------
The U.S. Trustee for Region 12 on April 28 appointed three
creditors of Willman Construction, Inc., to serve on the official
committee of unsecured creditors.
The committee members are:
(1) Art-O-Lite Electric
c/o Brad C. Williams
230 52nd Street
Moline, IL 61265
Phone: (309) 797-2548
Fax: (309) 797-7975
bwilliams@artolite.com
(2) Johnson Contracting Co.
c/o Marcus Cooper
2750 Morton Drive
East Moline, IL 61201
Phone: (309) 755-0601
Fax: (309) 752-7056
mcooper@jccinc.com
(3) W.F. Scott Decorating, Inc.
c/o Brock Aunan
2201 3rd Avenue
Rock Island, IL 61201
Phone: (309) 786-1221
Fax: (309) 786-1286
brock@scottdecorating.com
Mr. Williams was designated as acting chairperson pending selection
by the committee of a permanent chairperson.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Willman Construction
Willman Construction, Inc. sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Iowa (Davenport) (Case No. 16-00774) on April 15, 2016.
The petition was signed by Mark. Willman, authorized
representative.
The Debtor is represented by Dale G. Haake, Esq., at Katz Nowinski
P.C. The case is assigned to Judge Lee M. Jackwig.
The Debtor disclosed total assets of $521,700 and total debts of
$1.2 million.
ZAFS INVESTMENTS: Asks Court to Extend Plan Exclusivity to Aug. 1
-----------------------------------------------------------------
Zafs Investments LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas to extend the time within which it has
the exclusive right to file a Plan of Reorganization and Disclosure
Statement until August 1, 2016, from the current due date of May
31, 2016.
Chief Judge David Jones conducted a hearing on April 5, 2016, in
which hearing he granted the motion for relief from the automatic
stay for Mr. Hardial Singh Mangat, along with Wells Fargo Bank.
The court order was signed on April 14, 2016. Chief Judge Jones
allowed the two secured creditors to post for a June 7, 2016,
foreclosure, but required that a hearing be conducted before Judge
Karen K. Brown on June 6, 2016, at 10:00 a.m., so that Judge Brown
could determine from the evidence presented at that hearing whether
the foreclosures should proceed.
The Debtor purchased a banquet facility (secured by a loan from
Wells Fargo) and 2.177 acres adjacent to the banquet facility, to
be used as a parking lot (secured by the loan from Mr. Hardial
Singh Mangat). The Debtor tells the Court that it intends to show
that Mr. Mangat and his employees, at his direction, are
continuously interfering with the Debtor's ability to conduct its
business in a profitable manner, and that but for Mr. Mangat's
conduct, the Debtor would be more profitable. The
Debtor has over $60,000 in signed contracts for use of the venue
for 2016. At this time the Debtor is attempting to settle with
Wells Fargo Bank.
The Debtor believes that it is prudent to extend its exclusivity to
file a plan and disclosure statement until after the June 6, 2016,
hearing, and any additional hearings may occur regarding this
matter.
The Debtor notes that the United States Trustee does not oppose
this motion.
Zafs Investments, LLC, based in Sugar Land, Texas, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 15-36237) on November 30,
2015. Hon. Karen K. Brown presides over the case. The Debtor is
represented by:
Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: 713-659-1333
Fax: 713-658-0334
Email: margaret@mmmcclurelaw.com
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities: $1 million to $10 million. The
petition was signed by Farhan Sultan, managing member.
Hardial Singh Mangat is represented by:
Joe S. Maida, Esq.
Attorney at Law
5100 Westheimer, Suite 115
Houston, TX 77056-5507
Wells Fargo Bank, N.A. is represented by:
Steven A. Leyh, Esq.
Leyh, Payne & Mallia, PLLC
9545 Katy Freeway, Suite 200
Houston, TX 77024-1469
[*] Court Supervised Restructurings of Large Cos. Busiest Since '09
-------------------------------------------------------------------
Kurt Kester, writing for Bloomberg Brief, reported that Core
Entertainment Inc. is the 35th business with $100 million or more
in debt seeking bankruptcy court protection this year.
According to the report, this year's pace of large Chapter 11 cases
is the busiest since 2009, when there were 71 business bankruptcies
that involved $100 million or more in liabilities. Fifteen of this
year's bankruptcies have debtors with $1 billion or more in
liabilities, including SunEdison, which has $16.1 billion in debt,
and Peabody Energy, which has $10.1 billion in debt, the report
related.
Core, which for court protection in the Southern District of New
York on April 28, listed $100 million to $500 million in debt, the
report said. It has 200 to 999 creditors, the report related,
citing court documents.
[^] BOND PRICING: For the Week from April 25 to April 29
--------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
99 Cents Only Stores LLC NDN 11.000 44.225 12/15/2019
A. M. Castle & Co CAS 12.750 74.000 12/15/2016
A. M. Castle & Co CAS 7.000 46.250 12/15/2017
ACE Cash Express Inc AACE 11.000 48.500 2/1/2019
ACE Cash Express Inc AACE 11.000 48.500 2/1/2019
Affinion Investments LLC AFFINI 13.500 43.966 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 3.000 8/1/2015
Alpha Natural
Resources Inc ANR 9.750 0.813 4/15/2018
Alpha Natural
Resources Inc ANR 6.000 0.511 6/1/2019
Alpha Natural
Resources Inc ANR 6.250 1.079 6/1/2021
Alpha Natural
Resources Inc ANR 3.750 0.875 12/15/2017
Alpha Natural
Resources Inc ANR 4.875 0.750 12/15/2020
Alpha Natural
Resources Inc ANR 7.500 0.500 8/1/2020
Alpha Natural
Resources Inc ANR 7.500 0.500 8/1/2020
Alpha Natural
Resources Inc ANR 7.500 0.475 8/1/2020
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 9.625 39.400 10/15/2018
American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019
American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019
American Gilsonite Co AMEGIL 11.500 55.000 9/1/2017
American Gilsonite Co AMEGIL 11.500 54.750 9/1/2017
Anadarko Petroleum Corp APC 5.950 101.000 9/15/2016
Arch Coal Inc ACI 7.250 1.003 6/15/2021
Arch Coal Inc ACI 7.250 0.500 10/1/2020
Arch Coal Inc ACI 8.000 1.000 1/15/2019
Arch Coal Inc ACI 8.000 0.661 1/15/2019
Armstrong Energy Inc ARMS 11.750 42.250 12/15/2019
Armstrong Energy Inc ARMS 11.750 41.625 12/15/2019
Aspect Software Inc ASPECT 10.625 63.000 5/15/2017
Aspect Software Inc ASPECT 10.625 62.875 5/15/2017
Aspect Software Inc ASPECT 10.625 62.875 5/15/2017
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 7.750 16.500 1/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 15.500 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 16.250 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 16.250 8/15/2021
Avaya Inc AVYA 10.500 21.250 3/1/2021
Avaya Inc AVYA 10.500 27.000 3/1/2021
BPZ Resources Inc BPZR 6.500 5.000 3/1/2015
BPZ Resources Inc BPZR 6.500 2.393 3/1/2049
Basic Energy Services Inc BAS 7.750 34.000 2/15/2019
Berry Petroleum Co LLC LINE 6.750 19.200 11/1/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 8.100 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 8.000 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.125 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.125 10/15/2020
Caesars Entertainment
Operating Co Inc CZR 10.000 41.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 12.750 39.000 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 38.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 41.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 40.750 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 40.750 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 39.625 12/15/2018
Cenveo Corp CVO 11.500 53.500 5/15/2017
Cenveo Corp CVO 7.000 41.750 5/15/2017
Chaparral Energy Inc CHAPAR 7.625 19.250 11/15/2022
Chaparral Energy Inc CHAPAR 9.875 19.125 10/1/2020
Chaparral Energy Inc CHAPAR 8.250 19.125 9/1/2021
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Claire's Stores Inc CLE 8.875 29.770 3/15/2019
Claire's Stores Inc CLE 10.500 60.200 6/1/2017
Claire's Stores Inc CLE 7.750 20.500 6/1/2020
Claire's Stores Inc CLE 7.750 21.375 6/1/2020
Clean Energy Fuels Corp CLNE 7.500 86.505 8/30/2016
Community Choice
Financial Inc CCFI 10.750 44.735 5/1/2019
Comstock Resources Inc CRK 7.750 14.600 4/1/2019
Comstock Resources Inc CRK 9.500 16.003 6/15/2020
Creditcorp CRECOR 12.000 52.000 7/15/2018
Creditcorp CRECOR 12.000 52.000 7/15/2018
Cumulus Media Holdings Inc CMLS 7.750 42.412 5/1/2019
EPL Oil & Gas Inc EXXI 8.250 7.500 2/15/2018
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 47.000 4/15/2019
EXCO Resources Inc XCO 8.500 27.199 4/15/2022
EXCO Resources Inc XCO 7.500 39.030 9/15/2018
Eagle Rock Energy
Partners LP / Eagle
Rock Energy Finance Corp EROC 8.375 16.750 6/1/2019
Emerald Oil Inc EOX 2.000 2.000 4/1/2019
Endeavour
International Corp END 12.000 1.017 3/1/2018
Endeavour
International Corp END 12.000 1.017 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.000 1.970 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 1.970 7/1/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 9.750 20.000 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 10.000 3.000 12/1/2020
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 10.000 3.000 12/1/2020
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.750 20.000 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 6.875 2.815 8/15/2017
Energy XXI Gulf Coast Inc EXXI 11.000 35.250 3/15/2020
Energy XXI Gulf Coast Inc EXXI 9.250 4.000 12/15/2017
Energy XXI Gulf Coast Inc EXXI 7.500 4.750 12/15/2021
Energy XXI Gulf Coast Inc EXXI 6.875 4.750 3/15/2024
Energy XXI Gulf Coast Inc EXXI 7.750 2.500 6/15/2019
FBOP Corp FBOPCP 10.000 1.843 1/15/2009
FTS International Inc FTSINT 6.250 16.780 5/1/2022
FairPoint
Communications Inc/Old FRP 13.125 1.879 4/2/2018
Federal Farm Credit Banks FFCB 1.720 99.869 5/4/2020
Federal Farm Credit Banks FFCB 2.730 99.935 11/5/2024
Federal Farm Credit Banks FFCB 3.375 99.709 8/5/2030
Federal Home Loan Banks FHLB 1.800 99.876 5/6/2020
Federal Home Loan
Mortgage Corp FHLMC 1.180 99.554 8/6/2018
Federal Home Loan
Mortgage Corp FHLMC 1.750 99.729 11/5/2020
Federal Home Loan
Mortgage Corp FHLMC 1.550 99.708 11/5/2019
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Forbes Energy Services Ltd FES 9.000 48.000 6/15/2019
Goodman Networks Inc GOODNT 12.125 49.000 7/1/2018
Goodrich Petroleum Corp GDPM 8.875 4.875 3/15/2018
Goodrich Petroleum Corp GDPM 8.875 0.583 3/15/2018
Gymboree Corp/The GYMB 9.125 49.625 12/1/2018
Halcon Resources Corp HKUS 9.750 22.563 7/15/2020
Halcon Resources Corp HKUS 13.000 31.000 2/15/2022
Halcon Resources Corp HKUS 8.875 21.989 5/15/2021
Halcon Resources Corp HKUS 9.250 21.750 2/15/2022
Halcon Resources Corp HKUS 13.000 36.000 2/15/2022
Hexion Inc HXN 9.200 42.500 3/15/2021
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
Horsehead Holding Corp ZINC 9.000 20.000 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
ION Geophysical Corp IO 8.125 51.100 5/15/2018
Illinois Power
Generating Co DYN 7.000 47.000 4/15/2018
Iracore International
Holdings Inc IRACOR 9.500 58.011 6/1/2018
Iracore International
Holdings Inc IRACOR 9.500 58.011 6/1/2018
IronGate Energy
Services LLC IRONGT 11.000 25.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
Key Energy Services Inc KEG 6.750 27.900 3/1/2021
Las Vegas Monorail Co LASVMC 5.500 3.125 7/15/2019
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 35.250 12/1/2020
Lehman Brothers
Holdings Inc LEH 4.000 4.718 4/30/2009
Lehman Brothers
Holdings Inc LEH 2.000 4.718 3/3/2009
Lehman Brothers
Holdings Inc LEH 5.000 4.718 2/7/2009
Lehman Brothers
Holdings Inc LEH 2.070 4.718 6/15/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Linn Energy LLC / Linn
Energy Finance Corp LINE 8.625 10.005 4/15/2020
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.500 11.000 5/15/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 7.750 9.690 2/1/2021
Linn Energy LLC / Linn
Energy Finance Corp LINE 12.000 20.250 12/15/2020
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 11.000 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.500 9.815 9/15/2021
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 84.000 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 10.875 11/1/2019
Logan's Roadhouse Inc LGNS 10.750 21.000 10/15/2017
MBIA Insurance Corp MBI 11.888 30.000 1/15/2033
MBIA Insurance Corp MBI 11.888 24.875 1/15/2033
MF Global Holdings Ltd MF 3.375 23.500 8/1/2018
MF Global Holdings Ltd MF 9.000 23.500 6/20/2038
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC / Mag
Finance Corp MAGNTN 11.000 20.000 5/15/2018
Magnetation LLC / Mag
Finance Corp MAGNTN 11.000 8.000 5/15/2018
Magnetation LLC / Mag
Finance Corp MAGNTN 11.000 8.000 5/15/2018
Magnum Hunter
Resources Corp MHRC 9.750 25.750 5/15/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 8.250 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.250 3.060 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 96.250 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 2.257 10/1/2020
Modular Space Corp MODSPA 10.250 51.750 1/31/2019
Modular Space Corp MODSPA 10.250 51.125 1/31/2019
Molycorp Inc MCP 10.000 7.000 6/1/2020
Murray Energy Corp MURREN 11.250 19.500 4/15/2021
Murray Energy Corp MURREN 11.250 19.000 4/15/2021
Murray Energy Corp MURREN 9.500 19.625 12/5/2020
Murray Energy Corp MURREN 9.500 19.625 12/5/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 22.000 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 22.000 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 29.000 5/15/2019
Nine West Holdings Inc JNY 8.250 28.000 3/15/2019
Nine West Holdings Inc JNY 6.125 16.190 11/15/2034
Nine West Holdings Inc JNY 6.875 17.750 3/15/2019
Nine West Holdings Inc JNY 8.250 23.250 3/15/2019
Nuverra Environmental
Solutions Inc NESC 9.875 35.670 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 13.125 1/29/2020
Peabody Energy Corp BTU 6.000 10.750 11/15/2018
Peabody Energy Corp BTU 6.500 10.750 9/15/2020
Peabody Energy Corp BTU 10.000 11.000 3/15/2022
Peabody Energy Corp BTU 6.250 10.500 11/15/2021
Peabody Energy Corp BTU 4.750 0.500 12/15/2041
Peabody Energy Corp BTU 7.875 10.625 11/1/2026
Peabody Energy Corp BTU 10.000 11.760 3/15/2022
Peabody Energy Corp BTU 6.000 10.000 11/15/2018
Peabody Energy Corp BTU 6.250 10.500 11/15/2021
Peabody Energy Corp BTU 6.000 10.000 11/15/2018
Peabody Energy Corp BTU 6.250 10.500 11/15/2021
Penn Virginia Corp PVAH 7.250 18.400 4/15/2019
Penn Virginia Corp PVAH 8.500 20.625 5/1/2020
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Pernix Therapeutics
Holdings Inc PTX 4.250 27.065 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 27.065 4/1/2021
PetroQuest Energy Inc PQ 10.000 58.580 9/1/2017
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 34.750 10/1/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 34.736 10/1/2018
Quicksilver Resources Inc KWKA 9.125 2.125 8/15/2019
Quicksilver Resources Inc KWKA 11.000 2.500 7/1/2021
Resolute Energy Corp REN 8.500 37.500 5/1/2020
Rex Energy Corp REXX 8.875 15.000 12/1/2020
Rex Energy Corp REXX 6.250 10.000 8/1/2022
River Rock Entertainment
Authority RIVER 9.000 19.500 11/1/2018
Rolta LLC RLTAIN 10.750 54.125 5/16/2018
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019
Sabine Oil & Gas Corp SOGC 7.250 1.500 6/15/2019
Sabine Oil & Gas Corp SOGC 7.500 1.375 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 0.895 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 0.895 9/15/2020
Samson Investment Co SAIVST 9.750 1.000 2/15/2020
SandRidge Energy Inc SD 8.750 29.500 6/1/2020
SandRidge Energy Inc SD 7.500 6.400 3/15/2021
SandRidge Energy Inc SD 8.125 6.000 10/15/2022
SandRidge Energy Inc SD 8.750 9.965 1/15/2020
SandRidge Energy Inc SD 7.500 6.375 2/15/2023
SandRidge Energy Inc SD 8.750 30.000 6/1/2020
SandRidge Energy Inc SD 8.125 5.875 10/16/2022
SandRidge Energy Inc SD 7.500 5.875 2/16/2023
SandRidge Energy Inc SD 7.500 5.875 3/15/2021
SandRidge Energy Inc SD 7.500 5.875 3/15/2021
Sequa Corp SQA 7.000 15.000 12/15/2017
Sequa Corp SQA 7.000 14.250 12/15/2017
Seventy Seven Energy Inc SSE 6.500 4.500 7/15/2022
Seventy Seven
Operating LLC SSE 6.625 42.100 11/15/2019
Seventy Seven
Operating LLC SSE 6.625 35.700 11/15/2019
Seventy Seven
Operating LLC SSE 6.625 28.500 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 6.875 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 6.500 11/15/2019
Solazyme Inc SZYM 6.000 52.000 2/1/2018
Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017
Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017
SquareTwo Financial Corp SQRTW 11.625 15.750 4/1/2017
Stone Energy Corp SGY 7.500 25.750 11/15/2022
Stone Energy Corp SGY 1.750 29.500 3/1/2017
SunEdison Inc SUNE 2.000 4.604 10/1/2018
SunEdison Inc SUNE 5.000 26.250 7/2/2018
SunEdison Inc SUNE 0.250 4.500 1/15/2020
SunEdison Inc SUNE 2.750 4.750 1/1/2021
SunEdison Inc SUNE 2.375 4.625 4/15/2022
SunEdison Inc SUNE 3.375 4.250 6/1/2025
SunEdison Inc SUNE 2.625 4.500 6/1/2023
Swift Energy Co/Texas SFY 7.875 4.500 3/1/2022
Swift Energy Co/Texas SFY 7.125 6.630 6/1/2017
Swift Energy Co/Texas SFY 8.875 5.500 1/15/2020
Syniverse Holdings Inc SVR 9.125 50.500 1/15/2019
TMST Inc THMR 8.000 15.000 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 31.000 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 31.250 2/15/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
TetraLogic Pharmaceuticals
Corp TLOG 8.000 24.798 6/15/2019
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 4.625 11/1/2015
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 11.500 34.500 10/1/2020
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 15.000 5.000 4/1/2021
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 4.625 11/1/2015
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 15.000 4.625 4/1/2021
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 11.500 30.750 10/1/2020
Texas Competitive Electric
Holdings Co LLC / TCEH
Finance Inc TXU 10.250 4.166 11/1/2015
Triangle USA
Petroleum Corp TPLM 6.750 18.000 7/15/2022
Triangle USA
Petroleum Corp TPLM 6.750 18.250 7/15/2022
UCI International LLC UCII 8.625 21.563 2/15/2019
Vanguard Natural
Resources LLC / VNR
Finance Corp VNR 7.875 24.318 4/1/2020
Venoco Inc VQ 8.875 1.500 2/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 11.130 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 13.000 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 1.313 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 12.875 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 1.281 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 1.281 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 12.875 1/15/2019
Violin Memory Inc VMEM 4.250 29.196 10/1/2019
W&T Offshore Inc WTI 8.500 17.690 6/15/2019
Walter Energy Inc WLTG 9.500 13.000 10/15/2019
Walter Energy Inc WLTG 8.500 0.010 4/15/2021
Walter Energy Inc WLTG 9.500 13.500 10/15/2019
Walter Energy Inc WLTG 9.500 13.500 10/15/2019
Walter Energy Inc WLTG 9.500 13.500 10/15/2019
Warren Resources Inc WRES 9.000 0.125 8/1/2022
Warren Resources Inc WRES 9.000 1.780 8/1/2022
Warren Resources Inc WRES 9.000 1.780 8/1/2022
iHeartCommunications Inc IHRT 10.000 40.250 1/15/2018
iHeartCommunications Inc IHRT 6.875 56.900 6/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***