/raid1/www/Hosts/bankrupt/TCR_Public/160513.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, May 13, 2016, Vol. 20, No. 134
Headlines
36-60 ROUTE 303: Case Summary & 10 Unsecured Creditors
7 BAY CORP: Court Extends Plan Exclusivity to June 14
ABC DISPOSAL: Case Summary & 34 Largest Unsecured Creditors
ACTION RESTORATION: Court Remands Suit vs. Wells Fargo Bank
AEROPOSTALE INC: Hires Weil, Gotshal & Manges LLP as Attorneys
AEROPOSTALE INC: U.S. Trustee Forms 7-Member Committee
AFFINIA GROUP: Moody’s Withdraws B3 Corp. Rating After Merger
ALERE INC: S&P Retains 'B' CCR on CreditWatch Positive
ALLIED INJURY: Case Summary & 20 Largest Unsecured Creditors
ANTERO ENERGY: Auction of Assets Scheduled for June 8
ARCH COAL: Seeks Approval of Plan Outline; Hearing Set for June 9
ARCH COAL: Wants Exclusive Plan Filing Period Extended to Sept. 7
BLUE DOG AT 399: Exclusive Plan Filing Date Extended to Sept. 23
BOURBON SALOON: 5th Cir. Dismisses Appeals on Attorney's Fees
BSD 1 INC: Voluntary Chapter 11 Case Summary
CARETRUST REIT: S&P Raises CCR to 'B+', Outlook Stable
CASELLA WASTE: S&P Assigns 'BB-' Rating on $15MM Revenue Bonds
CLAIRE'S STORES: S&P Lowers Corporate Credit Rating to 'SD'
DODGE CITY VETERINARY: Case Summary & 5 Unsecured Creditors
EAST JEFFERSON HOSPITAL: Moody's Cuts Debt Rating to Ba3
EMERGING MARKETS: S&P Puts 'B' CCR on CreditWatch Positive
EMR ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
EMR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
ENERGY SERVICES: S&P Affirms Then Withdraws 'B-' CCR
ENOVA INT'L: S&P Affirms 'B' ICR, Outlook Remains Negative
ENTERCOM COMMUNICATIONS: Moody's Hikes Corp. Family Rating to B1
EOGH LIQUIDATION: Court Extends Plan Exclusivity Thru July 7
EXTREME PLASTICS: Stipulates to Use Cash Collateral Through May 20
F & H ACQUISITIONS: U.S. Trustee Wants Debtor to File Plan
FIELDWOOD ENERGY: S&P Lowers CCR to 'CC', Outlook Negative
FOREST CITY: S&P Raises Corporate Rating to 'BB', Outlook Positive
FRATERFOOD SERVICE: Court Reverses Sanctions Order
GASTAR EXPLORATION: S&P Raises Rating on Sr. Sec. Notes to 'CC'
GROUP 6842 LLC: Los Angeles Wants Case Dismisses or Converted
HALCON RESOURCES: Incurs $567 Million Net Loss in 1st Quarter
HANOVER PARMENTER: Voluntary Chapter 11 Case Summary
HILLWINDS FAMILY: Court Extends Plan Exclusivity to June 30
HORSEHEAD HOLDING: Asks Court to Approve $927K Retention Program
HORSEHEAD HOLDING: US Trustee Ordered to Appoint Equity Committee
HYPNOTIC TAXI: Opposes Bid of Capital One, Sterling to Intervene
INTREPID POTASH: Idles West Facility for Maintenance
INTREPID POTASH: Incurs $18.4 Million Net Loss in First Quarter
INTREPID POTASH: Signs Waiver Agreement with U.S. Bank, et al.
INTREPID POTASH: SVP Sales and Marketing Agrees to Leave
IRACORE INT'L: S&P Lowers CCR to 'CCC-', Outlook Negative
J&N RESTAURANT: Summary Judgment vs. Trustee Affirmed
JPS COMPLETION: Case Summary & 20 Largest Unsecured Creditors
JUMIO INC: Jumio Acquisition Submits Bid Supporting Statement
KJZ SUNRISE: Voluntary Chapter 11 Case Summary
LIGHTSQUARED INC: 2nd Cir. Affirms Amended Ch. 11 Confirmation
LINN ENERGY: Case Summary & 50 Largest Unsecured Creditors
LINN ENERGY: Files for Bankruptcy With $8.27 Billion in Debt
LUPATECH S.A.: Wants Court Relief to Aid Foreign Proceeding
MARIE R. ALEXANDRE: Order Denying Bid to Stay Sale Reversed
MARK TECHNOLOGIES: Case Converted to Chapter 7 Liquidation
MCK MILLENNIUM: Creditors Have Until May 25 to File Claims
MCK MILLENNIUM: Schedules $16.2M in Assets, $9.5M in Debt
MINT LEASING: Amends 8-K Report; Delays Filing of 2015 Form 10-K
MO'TREES LLC: Case Summary & 7 Unsecured Creditors
MPH ACQUISITION: S&P Puts 'B+' CCR on CreditWatch Negative
MUNDO LATINO: Case Summary & 20 Largest Unsecured Creditors
NATIONAL CINEMEDIA: Promotes Cliff Marks to President
NATIONAL EMERGENCY: Voluntary Chapter 11 Case Summary
NEENAH ENTERPRISES: S&P Affirms 'B' CCR, Outlook Stable
NO PLACE LIKE HOME: U.S. Trustee Forms Creditors' Committee
OAKFABCO INC: Wants to File Chapter 11 Plan by Aug. 9
PASSAIC HEALTHCARE: Cash Collateral Use Extended Through May 13
PENN VIRGINIA: Case Summary & 50 Largest Unsecured Creditors
PERFORMANCE SPORTS: May 17 Class Action Lead Plaintiff Deadline
PETROCHOICE HOLDINGS: S&P Retains 'B+' Rating on 1st Lien Loan
PODS LLC: Moody's Affirms 'B2' Corporate Family Rating
POLLYANNA PROPERTIES: Case Summary & Unsecured Creditor
POSTROCK ENERGY: More Info Needed to Assess Debtors' Motions
QUANTUM FOODS: Committee Asks Court to Appoint Mediator
RYERSON INC: Moody's Hikes Corp. Rating to B3 from Caa1
SAMUEL E. WYLY: Texas Court Finds Billionaire Guilty of Tax Fraud
SCHOPFS HILLTOP: Wis. Judge Extends Plan Exclusivity to June 17
SEAPORT AIRLINES: Wants Plan Filing Deadline Extended to Aug. 3
SEPCO CORP: Court Extends Exclusive Plan Filing Period to July 12
SHEEHAN PIPE LINE: U.S. Trustee Appoints 2 More Committee Members
SOLUTIA INC: Court Remands "Bailey" Products Liability Suit
SOUNDVIEW ELITE: Trustee Gets OK to Settle 7 Avoidance Actions
STAR COMPUTER GROUP: Auction Approved; May 18 Sale Hearing Set
STELLAR BIOTECHNOLOGIES: Incurs $861,000 Net Loss in 2nd Quarter
SUNEDISON INC: Judge's Wife's Connection Not Ground for Recusal
SUNEDISON INC: Tranche B Loan Syndication Procedures Proposed
TATOES LLC: Cash Collateral Use Through May 24 Approved
TELEFLEX INC: Moody's Assigns Ba3 Rating to $400MM Note Offering
TENDER LOVING: Exclusive Plan Filing Period Extended to June 10
VARIANT HOLDING: Gets OK to Sell Maxey Village Property to Sintoro
VARIANT HOLDING: Judge Approves Sale of Las Palmas Property
VARIANT HOLDING: Judge Okays Sale of Properties for $40.3 Million
VARIANT HOLDING: Judge Okays Sale of Royal Oaks Property for $14M
VARIANT HOLDING: Judge OKs $21 Million Sale of Assets to Lane Star
VARIANT HOLDING: To Sell Properties to VCP for $33.6 Million
VENOCO INC: Has Final Court OK to Tap $35MM DIP from Wilmington
VESTIS RETAIL: Gets Interim Authority on $125-Mil. DIP Financing
WHISKEY ONE: FAIRMD Wants Stay Lifted to Pursue Judgment vs. Polms
[*] Doron Kenter Joins Robins Kaplan's Bankruptcy Group as Counsel
[*] Heidrick Releases Study on Post-Bankruptcy Board Attributes
[^] BOOK REVIEW: Hospitals, Health and People
*********
36-60 ROUTE 303: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: 36-60 Route 303 Associates, LLC
c/o Hesper Realty
38-60 Route 303
Valley Cottage, NY 10989
Case No.: 16-22645
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtor's Counsel: Dawn Kirby, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
One North Lexington Avenue
White Plains, NY 10601
Tel: (914) 681-0200
Fax: 914-681-0288
E-mail: dkirby@ddw-law.com
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
The petition was signed by Martin Tenenbaum, managing member.
A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb16-22645.pdf
7 BAY CORP: Court Extends Plan Exclusivity to June 14
-----------------------------------------------------
At the behest of 7 Bay Corp., the U.S. Bankruptcy Court for the
District of Massachusetts extended, pursuant to 11 U.S.C. Sec.
1121(d), the times within which the Debtor has the exclusive right
to file a Plan of Reorganization and solicit approval of the Plan.
The Court said, "No objections filed. The exclusivity period is
hereby extended to and including June 14, 2016 and the acceptance
period is extended to and including August 13, 2016."
7 Bay Corp, based in Hull, Massachusetts, filed a Chapter 11
petition (Bankr. D. Mass. Case No. 15-14885) on Dec. 17, 2015.
Judge Frank J. Bailey presides over the case. John M. McAuliffe,
Esq., at MCAULIFFE & ASSOCIATES, P.C., serves as the Debtor's
counsel. In its petition, 7 Bay estimated $1 million to $10
million in both assets and liabilities. The petition was signed by
Steven Buckley, president.
ABC DISPOSAL: Case Summary & 34 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
ABC Disposal Service, Inc. 16-11787
1245 Shawmut Avenue
New Bedford, MA 02745
New Bedford Waste Services, LLC 16-11788
Solid Waste Services, Inc. 16-11789
Shawmut Associates, LLC 16-11790
A&L Enterprises, LLC 16-11791
ZERO Waste Solutions, LLC 16-11792
Type of Business: ABC provides full service waste hauling,
disposal and recycling services, and sells,
rents and services compaction and baling
equipment to a variety of industrial,
institutional, commercial and construction
related customers.
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Joan N. Feeney
Debtors' Counsel: Harold B. Murphy, Esq.
Christopher M. Condon, Esq.
Michael K. O'Neil, Esq.
MURPHY & KING PROFESSIONAL CORPORATION
One Beacon Street, 21st Floor
Boston, Massachusetts 02108-3107
Tel: (617) 423-0400
Fax: (617) 423-0498
Email: moneil@murphyking.com
ccondon@murphyking.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Michael A. Camara, vice president/CEO.
Consolidated List of Debtors' 34 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Page Building Construction Co. $1,777,969
135 Old Page Street Unit #4
Stoughton MA 02072
Tel: 781-341-0004
Email: TonyD@pagebuildingconstruction.com
Ballard Truck Center, Inc. $298,093
442 Southwest Cutoff
Worcester MA
01604-2717
Tel: 508-753-1403
Fax: 508-752-0518
BJ's Service Company, Inc. $262,255
222 Herman Melville Boulevard
New Bedford MA 02740
Tel: 508-999-2610
Fax: 508-999-2629
Email: dbetancourt@bjstemservice.com
Becca Corp., Inc. $255,403
701 Chestnut Street
Ashland PA 17921
Tel: 570-875-4814
Fax: 570-875-2839
Email: beccacorp.carl@gmail.com
Waste Management of Massachusetts $235,333
Email: fconfalone@WM.com
Casella Waste Systems, Inc. $203,696
Email: john.Farese@casella.com
Clean Energy $191,586
Email: Drew.Drummond@cleanergyfuels.com
Rehrig Pacific Company $175,126
Email: Zmartin@Rehrig.com
Greater NB Reg. Refuse $149,997
Management Dist.
Email: scott.alfonse@gnbrrmdistrict.org
Wheelabrator Technologies Inc. $139,634
Email: kverhel1@wtienergy.com
Town of Fairhaven $112,849
Email: pfowle@fairhaven.gov
Ingerson Transportation $101,257
Email: kricket.ingerson@gmail.com
Goulete Trucking, Inc. $90,000
Bruno's Rolloff, Inc. $89,112
Email: bob@brunosmv.com
Southworth-Milton, Inc. $79,249
Casella Recycling $69,051
Email: Rachel.Maus@casella.com
Link Environmental $65,317
Email: rwyatt@likenv.net
Continental Tire The Americas, LLC $63,384
Email: Charles.Crosby@conti-na.com
J.R.M. Hauling & Recycling $58,887
Email: JimmyMotz@jrmhauling.com
Casella Recycling $56,157
Email: Rachel.Maus@casella.com
Dennison Lubricants, Inc. $49,483
Email: info@denlube.com
U.S. Bank, National Association $49,166
MBI $47,325
R.M. Packer Co., Inc. $44,005
Email: info@rmpacker.com
Wynn & Wynn, P.C. $43,220
Email: tpontes@wynandwynn.com
Champion City Recovery, LLC $40,883
Email: cmorgan@tunnelhillpartners.com
King Fisher Corp. $35,972
Email: pld6000@yahoo.com
Kruger Inc. (Sherbrooke) $33,423
Email: jboilard@br.kruger.com
Fall River Transfer Station $33,213
Email: Gvanasse@republicservices.com
Sanitary Equipment Co., Inc. $32,766
Email: account@sanitaryequipment.com
Pete's Tire Barn Inc. $32,247
Email: info@petestire.com
Woodwards Heavy Duty Truck Par $32,153
Email: woodwardsoffice@gmail.com
A/J Equipment Repair, Inc. $29,663
Email: ajequip@aol.com
WM Recycle America $25,918
Email: lpuckett@wm.com
ACTION RESTORATION: Court Remands Suit vs. Wells Fargo Bank
-----------------------------------------------------------
Judge Marcia A. Crone of the United States District Court for the
Eastern District of Texas granted Plaintiff Todd D. Bryson's Motion
to Remand seeking remand to state court of his action against Wells
Fargo Bank, N.A..
In his petition, Bryson asserted claims of wrongful foreclosure
against Wells Fargo and breach of contract against Action
Restoration, Inc.. Bryson also sought declaratory relief against
both Wells Fargo and Action as well as temporary and permanent
injunctive relief against Wells Fargo.
An evaluation of the relevant facts and controlling law reveals
that Wells Fargo's Notice of Removal was untimely. Therefore, this
case was improvidently removed, and remand is required. This action
is remanded to the 60th Judicial District Court of Jefferson
County, Texas.
A full-text copy of the Memorandum and Order dated March 31, 2016
is available at http://is.gd/TwgCpxfrom Leagle.com.
The case is TODD D. BRYSON, Plaintiff, v. WELLS FARGO BANK, N.A.,
Defendant, Civil Action No. 1:16-CV-28.
Todd D. Bryson, Plaintiff, is represented by Wyatt David Snider,
Esq. -- Snider Law Firm, PLLC.
Wells Fargo Bank, N.A., Defendant, is represented by Robert T
Mowrey, Esq. -- rmowrey@lockelord.com -- Locke Lord LLP, Jason Levi
Sanders, Esq. -- jsanders@lockelord.com -- Locke Lord LLP,
Patricia Diane Chamblin, Esq. -- PatriciaChamblin@mehaffyweber.com
-- Mehaffy & Weber & Jennifer Lynette Kinney, Esq. --
jkinney@lockelord.com -- Locke Lord LLP.
AEROPOSTALE INC: Hires Weil, Gotshal & Manges LLP as Attorneys
--------------------------------------------------------------
Aeropostale, Inc., and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Weil, Gotshal & Manges LLP as Attorneys, nunc pro tunc to
the Commencement Date.
The Debtors require Weil to:
a. prepare on behalf of the Debtors, as debtors in possession,
all necessary motions, applications, answers, orders, reports, and
other papers in connection with the administration of the Debtors'
estates;
b. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defence of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved, and the preparation of objections to claims files against
the Debtors' estates;
c. take all necessary actions in connection with any chapter
11 plan and related disclosure statement, and all related
documents, and such further actions as may be required in
connection with the administration of the Debtors' estates; and
d. perform all other necessary legal services in connection
with the prosecution of these chapter 1 cases.
Weil will be paid at these hourly rates:
Member and Counsel $910-$1,350
Associates $490-$885
Paraprofessionals $210-$350
During the 90-day period prior to the Commencement Date, Weil
received payments in the amount of $4,414,089.78 for services
performed and expenses incurred or to be performed and incurred,
including in preparation for the commencement of these chapter 11
cases.
As of the Commencement Date, Weil held an advance payment retainer
of $1,270,309.87. Weil intends to apply this advance to any
outstanding amounts relating to the period prior to the
Commencement Date that were not processed through Weil's billing
system as of the Commencement Date and to retain the balance on
account of services rendered and expenses incurred subsequent to
the Commencement Date.
Weil will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Rey C. Schrock, member of the Firm Weil, Gotshal & Manges LLLP,
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 following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee Fee Guidelines:
-- Weil represented the Debtors as corporate counsel during
the period of April 2015 to the Commencement Date. From April 2015
to September 2015, Weil's hourly rates were $865 to $1,250 for the
members and counsel, $465 to $850 for associates, and $195-$350 for
paraprofessionals. On October 1, 2015, Weil adjusted its standard
billing rates for its professionals in the normal course. Paragraph
17 herein discloses the billing rates used by Weil for the
prepetition engagement since October 1, 2015. Since January 2016,
in addition to providing general corporate advice, Weil has
represented the Debtors in connection with considering strategic
alternatives and a potential restructuring, as well as in
preparation for these chapter 11 cases. Weil's billing rates and
material financial terms with respect to this engagement have not
change postpetition.
-- The Debtors have approved a prospective budget through the
period ending August 5, 2016. The firm's client is always involved
in staffing decisions, and staffing remains the client's
prerogative.
Weil can be reached at:
Ray C. Schrock
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: +1 (212)310-8210
E-mail: ray.schrock@weil.com
About Aeropostale, Inc.
Aeropostale, Inc. is a specialty retailer of casual apparel
and
accessories, principally serving young women and men through
its Aeropostale(R) and Aeropostale Factory(TM) stores and website
and 4 to 12 year-olds through its P.S. from Aeropostale stores and
website.
Aeropostale, Inc. and several affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-11275) on May 4,
2016. Hon. Sean H. Lane presides over the case. Ray C. Schrock,
P.C., Jacqueline Marcus, Esq., and Garrett A. Fail, Esq., at Weil,
Gotshal & Manges LLP, serve as Chapter 11 counsel to the Debtors.
FTI Consulting Inc. serves as restructuring advisor. Stifel,
Nicolaus & Company, Inc. and Miller Buckfire & Company LLC serve as
investment banker. RCS Real Estate Advisors serves as real estate
advisor. Prime Clerk LLC serves claims and noticing agent.
Stikeman Elliot LLP serves as Canadian counsel. Togut, Segal &
Segal serves as conflicts counsel.
As of Jan. 30, 2016, Aeropostale had total assets of $354.38
million and total liabilities of $390.02 million.
The petitions were signed by Marc G. Schuback, Senior vice
president, general counsel and secretary.
AEROPOSTALE INC: U.S. Trustee Forms 7-Member Committee
------------------------------------------------------
The U.S. trustee for Region 2 on May 11 appointed seven creditors
of Aeropostale Inc. to serve on the official committee of unsecured
creditors.
The committee members are:
(1) LF Sourcing (Millwork) LLC
12 Princeton Drive
Tappan, New York 10983
Attention: Martin Leder, EVP-Finance
Telephone: (845) 356-3577
(2) Hansae Co. Ltd
Yeouido-Dong, 5F, 29 Eunhaeng-Ro
Yeongdeungpo-Gu
Seoul, Korea KR
Attention: Yong Baek Lee, CEO
Telephone: +02 3779 0779
(3) R.R. Donnelley & Sons Co.
4101 Winfield Road
Warrenville, Illinois 60555
Attention: Dan Pevonka, Director Credit Services
Telephone: (630) 322-6931
(4) AT&T
One AT&T Way
Bedminster, NJ 07921
Attention: James Walter Grudus
Telephone: (908) 234-3318
(5) GGP Limited Partnership
110 North Wacker Drive
Chicago, IL 60606
Attention: Julie Minnick Bowden
Telephone: (312) 960-2707
(6) Simon Property Group, Inc.
225 W. Washington Street
Indianapolis, Indiana 46204
Attention: Ronald M. Tucker
Vice President/Bankruptcy Counsel
Telephone: (317) 263-2346
(7) WP Glimcher, Inc.
180 West Broad Street
Columbus, OH 43215
Attention: Stephen E. Heduba, Senior Counsel
Telephone: (614) 621-9000
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 Aeropostale, Inc.
Aeropostale, Inc. is a specialty retailer of casual apparel and
accessories, principally serving young women and men through its
Aeropostale(R) and Aeropostale Factory(TM) stores and website and
4
to 12 year-olds through its P.S. from Aeropostale stores and
website. The Company provides customers with a focused selection
of high quality fashion and fashion basic merchandise at compelling
values in an exciting and customer friendly store environment.
Aeropostale maintains control over its proprietary brands by
designing, sourcing, marketing and selling all of its own
merchandise. As of May 1, 2016 the Company operated 739
Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale
stores in Canada and 25 P.S. from Aeropostale(R) stores in 12
states. In addition, pursuant to various licensing agreements, the
Company's licensees currently operate 322 Aeropostale(R) and P.S.
from Aeropostale(R) locations in the Middle East, Asia, Europe, and
Latin America. Since November 2012, Aeropostale, Inc. has operated
GoJane.com, an online women's fashion footwear and apparel
retailer.
Aeropostale, Inc. and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016. The petitions were signed
by Marc G. Schuback as senior vice president, general counsel and
secretary.
The Debtors listed total assets of $354.38 million and total debts
of $390.02 million as of Jan. 30, 2016.
The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc. as restructuring advisor; Stifel, Nicolaus &
Company, Inc. and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.
Judge Sean H. Lane is assigned to the cases.
AFFINIA GROUP: Moody’s Withdraws B3 Corp. Rating After Merger
---------------------------------------------------------------
Moody's Investors Service has withdrawn all credit ratings of
Affinia Group Inc. (Affinia Group) following its merger with
MANN+HUMMEL Holding GmbH (MANN+HUMMEL).
The following ratings and rating outlook were withdrawn:
Affinia Group Inc.
B3, Corporate Family Rating;
B3-PD, Probability of Default Rating;
Caa2 (LGD5) rating for the $250 million senior global notes due
2021;
B2 (LGD3) rating for the $312 million (remaining amount) senior
secured term loan B-2 due 2020;
SGL-4, Speculative Grade Liquidity Rating;
Stable rating outlook.
RATINGS RATIONALE
On May 4, 2016, Affinia Group Holdings Inc. ("Holdings", the prior
ultimate parent company of Affinia Group) completed its previously
announced merger with MANN+HUMMEL with Holdings surviving as an
indirect wholly-owned subsidiary of MANN+HUMMEL. As per the terms
of the rated term loan credit agreements, the term loans were
refinanced concurrent with the completion of the transaction.
Affinia also issued a notice that it has elected to redeem 100% of
the senior notes due 2021 outstanding on May 24, 2016 at the
redemption price of 105.813% of the outstanding principal amount of
the senior notes, plus accrued and unpaid interest. Affinia Group
Intermediate Holdings Inc. has issued a noticed of termination of
registration and suspensions of duty to file reports under the SEC.
As such, Moody's believes it will no longer receive sufficient
financial and other information to monitor the ratings and has
withdrawn the ratings.
Please refer to the Moody's Investors Service's Policy for
Withdrawal of Credit Ratings, available on its website,
www.moodys.com.
Affinia Group Inc. (Affinia), headquartered in Gastonia, North
Carolina, is a manufacturer and distributor of aftermarket
components for cars, trucks, and off-highway vehicles with the
majority of its sales from filtration products. As of LTM
12/31/2015, the company reported revenue of approximately $899
million.
The MANN+HUMMEL Group is a leading global expert for filtration
solutions and development partner and original equipment supplier
to the international automotive and mechanical engineering
industries. In 2015, a workforce of over 16,000 employees at more
than 60 locations worldwide generated sales of approximately 3
billion Euros.
ALERE INC: S&P Retains 'B' CCR on CreditWatch Positive
------------------------------------------------------
S&P Global Ratings said that its ratings on Alere Inc., including
the 'B' corporate credit rating, remain on CreditWatch, where they
were placed with positive implications on Feb. 2, 2016.
The Feb. 2, 2016, CreditWatch placement followed Alere's acceptance
of an acquisition offer from Abbott Laboratories for $5.8 billion.
In March 2016, Alere announced that it would not be able to file
its 2015 10-K form on time because of the company's internally
conducted analysis of the timing of revenue recognition and revenue
cutoff in Africa and China.
Subsequently, Alere received a subpoena from the U.S. Department of
Justice (DoJ) notifying the company of DoJ's investigation of
certain aspects of the company's operations in Asia, Africa, and
Latin America.
"Our ratings on Alere remain on CreditWatch with positive
implications, reflecting our expectation that the company will file
its audited 2015 10-K form as soon as practicable and that DoJ's
investigation will not have any meaningful negative implications,"
said S&P Global Ratings credit analyst Maryna Kandrukhin. The
ratings also reflect S&P's positive view of Alere's recently
obtained amendment to its credit agreement that extends the
deadline for filing the company's 2015 10-K form. In addition, S&P
expects that Alere will be able to obtain a deadline extension from
its bondholders.
Although S&P placed its 'A+' corporate credit rating on Abbott on
CreditWatch with negative implications based on the significant
amount of debt to be incurred in its proposed acquisitions of Alere
Inc. and St. Jude Medical Inc., S&P believes there is still the
potential for meaningfully higher ratings for Alere after the
acquisition closes.
The CreditWatch reflects S&P's expectation that, despite a few
temporary setbacks, Abbott Laboratories will complete the
acquisition of Alere by the end of 2016 and result in potentially
higher corporate credit and issue-level ratings on Alere as a part
of the consolidated entity.
Upon the completion of the transaction, S&P expects to resolve the
CreditWatch to reflect the final ratings on the consolidated
entity, the status of Alere relative to the consolidated whole, and
the status of the debt.
ALLIED INJURY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Allied Injury Management, Inc.
435 W. Orange Show Lane
San Bernardino, CA 92408
Case No.: 16-14273
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Central District of California (Riverside)
Judge: Hon. Mark D. Houle
Debtor's Counsel: Alan W Forsley, Esq.
Marc Liberman, Esq.
FREDMAN LIEBERMAN PEARL LLP
1875 Century Park East, Ste 2230
Los Angeles, CA 90067
Tel: 310-284-7350
Fax: 310-432-5999
E-mail: alan.forsley@flpllp.com
Estimated Assets: $10 million to $50 million
Estimated Debt: $1 million to $10 million
The petition was signed by John R. Larson, M.D., president.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
AG Workers Compensation Lien $13,069
Recovery LL Representative
Services
Ahmid Fafii $2,000
Altos MD Inc. Collections $64,568
Services
Authorized Interpreting Office $13,000
Services Support
Services
Cambridge Medical Funding Judgment $842,837
Group
c/o Ralph A. Zappla
Busby & Zappala LLP
251 Lafayette Circle
Ste. 350
Lafayette, CA 94549
Daisy Bill Billing Software $3,341
and Support
Franchise Tax board 2015 Tax Liability $10,022
Global Capacity Internet and $1,905
phone services
John C. Larson Employee Benefits $319,500
PO Box 1368
San Bernardino, CA 92402
Kaiser Permanenete Employee Benefits $5,106
Kaier Pemanente Employee Benefit $3,064
Mercedez Benz Financial $74,774
Meridian Medical Products, Inc. Medical Supplies- $10,086
Prior to 2011
Michael K. Blue Legal Services $26,000
Pineda Technologies, LLC Lien Filing Service $747
Source Medical Billing & Lien Representative $2,249
Collection Services
Stericycle Medical Waste $12,441
The Blue Law Group Legal Services $61,571
Thomson Reuters West Law Services $947
Titanium Resource Company Professional Services $12,490
ANTERO ENERGY: Auction of Assets Scheduled for June 8
-----------------------------------------------------
Jeffrey H. Mims, Chapter 11 Trustee, sought and obtained the U.S.
Bankruptcy Court's approval of its Bid and Auction Procedures for
the Sale of substantially all of Antero Energy Partners, LLC's
Assets.
The Bid and Auction Procedures Order established the following
deadlines:
Bid Deadline: May 25, 2016
Auction: June 8, 2016 at 9:30 a.m.
Sale Hearing: Commence on June 15, 2016
Objections Deadline: On or before June 10, 2016
Service of Assumption
and Assignment Notice: Not later than June 6, 2016
Under the Bid Procedures Order, Qualifying Bidders at the Auction
must submit Bids in increments of at least $25,000 higher than the
Bid at which the Auction commenced, and then continue in minimum
increments of at least $25,000 higher than the previous Bid.
The Bid Procedures Order further provides that ERG is deemed a
Qualifying Bidder subject to a final determination by the Court of
the extent of ERG’s credit bid rights prior to the Bid Deadline.
Energy Reserves Group LLC, in its capacity as the current holder
and assignee of the interests of LegacyTexas Bank in that certain
Credit Agreement between the Debtor and ViewPoint Bank, N.A.
complains that Trustee has provided no factual or legal support for
his request that “ERG’s ability to credit bid should either be
denied in its entirety or should be limited to $12,500,000.”
Accordingly, ERG asks the Court to modify the bidding procedures to
allow ERG to credit bid the full amount of its claim and determine
outstanding issues relating to the validity of ERG’s lien in
connection with the sale hearing.
In another Motion, the Trustee proposes following changes to the
Bid Procedures Order, in the interest of limiting unnecessary
expenses to the estate:
A. Bidding activity at the Auction, if any, shall not be required
to be transcribed, videotaped, or both (as currently set out in
Paragraph 8 of the Bid Procedures Order).
B. The Trustee shall not be required to publish the Auction and
Sale Notice in the Dallas Morning News or the Southwest Edition of
the Wall Street Journal (as currently set out in Paragraph 13 of
the Bid Procedures Order).
Proposed Attorneys for Jeffrey H. Mims, Chapter 11 Trustee:
Charles B. Hendricks, Esq.
Emily S. Wall, Esq.
CAVAZOS, HENDRICKS, POIROT & SMITHAM, P.C.
Suite 570, Founders Square
900 Jackson Street
Dallas, TX 75202
Direct Dial: (214) 573-7302
Fax: (214) 573-7399
Email: chuckh@chfirm.com
ewall@chfirm.com
Energy Reserves Group LLC is represented by:
Charles R. Gibbs, Esq.
Ashley R. Beane, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Tel: (214) 969-2800
Fax: (214) 969-4343
Email: cgibbs@akingump.com
abeane@akingump.com
About Antero Energy
Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge
Stacey G. Jernigan is assigned to the case. The Debtor tapped
Keith William Harvey, Esq., at The Harvey Law Firm, P.C., as
counsel. The Debtor estimated $10 million to $50 million in assets
and debt.
ARCH COAL: Seeks Approval of Plan Outline; Hearing Set for June 9
-----------------------------------------------------------------
Arch Coal Inc. has asked a U.S. bankruptcy judge to approve the
outline of a plan proposed by the company to exit Chapter 11
protection.
In its motion, the coal producer asked Judge Charles Rendlen III of
the U.S. Bankruptcy Court for the Eastern District of Missouri to
approve the disclosure statement so it could begin soliciting votes
from creditors for its restructuring plan.
Under U.S. bankruptcy law, a company going through bankruptcy must
get approval of its disclosure statement to begin soliciting votes
for its Chapter 11 plan. The document must contain sufficient
information to enable voting creditors to make an informed decision
about the plan.
Arch Coal on May 5 filed a plan, which proposes to reorganize the
company and its affiliates and repay their creditors.
Under the plan, claims against and interests in the companies are
divided into eight classes.
Each creditor holding so-called first lien credit facility secured
claims is entitled to receive its ratable share of (i) total cash
payment equal to $114.8 million less the amount of the "adequate
protection" payments; (ii) $326.5 million in principal amount of
new first lien debt; and (iii) 100% of the new common stock.
Other holders of secured claims will receive payment in full in
cash. Also to receive full cash payments are creditors holding
priority claims.
Each general unsecured creditor will receive its ratable share of
the value of the companies' unencumbered assets. Meanwhile,
holders of interests in Arch Coal will not receive any payment
under the proposed plan, court filings show.
A copy of the disclosure statement is available for free at
https://is.gd/BWzf1X
The motion is on Judge Rendlen's calendar for June 9. Objections
are due by June 2.
About Arch Coal
Founded in 1969, Arch Coal, Inc. is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and
Prime Clerk LLC as notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.
ARCH COAL: Wants Exclusive Plan Filing Period Extended to Sept. 7
-----------------------------------------------------------------
Arch Coal, Inc., et al., filed with the U.S. Bankruptcy Court for
the Eastern District of Missouri a motion seeking to extend by 120
days each of (i) the exclusive period for them to file a Chapter 11
plan to Sept. 7, 2016, from May 10, 2016; and (ii) the exclusive
period for them to solicit acceptances of that plan to Nov. 6,
2016, from July 9, 2016.
A hearing on the motion is set for June 9, 2016, at 10:00 a.m.
(prevailing Central Time).
On May 5, 2016, the Debtors submitted their Joint Plan of
Reorganization and an accompanying Disclosure Statement, filed in
accordance with the milestones contained in that certain Jan. 10,
2016 Restructuring Support Agreement between the Debtors and
holders of more than 50% of their first lien credit facility debt
and the Debtors' postpetition financing facility. A hearing to
approve the adequacy of the Disclosure Statement is also scheduled
for June 9, 2016, and the Debtors remain on track to confirm the
Plan in September 2016.
The Debtors and their advisors have also dedicated significant time
and resources to, among other things, (a) obtaining approval of a
$275 million debtor-in-possession credit facility on appropriate
terms, permitting the financing of the Debtors' operations during
these Chapter 11 cases, (b) obtaining approval of various other
critical early case relief, (c) negotiating and obtaining court
approval of a stipulation to provide financial assurances to the
State of Wyoming with respect to certain mine
reclamation obligations; and (d) negotiating, obtaining court
approval of and consummating the sale of Debtor ICG Knott County,
LLC.
Additional work and progress is necessary in connection with the
continued negotiation of a plan. The Debtors continue to engage
with the official committee of unsecured creditors appointed in
these cases and their other constituencies to finalize a plan of
reorganization that can be confirmed on a consensual basis.
Resolving the matters prior to solicitation of acceptances on the
Plan will maximize the Debtors' chances of expeditiously confirming
the Plan.
The Debtors have complex operations consisting of numerous mining
complexes that together employ thousands of individuals as well a
complex prepetition capital structure that includes a first lien
credit facility, a securitization facility and several series of
second lien and unsecured notes. This complexity necessitates
substantial time and resources to address both the financial and
operational aspects of the Debtors' restructuring. Notwithstanding
the substantial time and resources the Debtors have devoted to the
restructuring since the Petition Date, substantial work remains to
be done.
About Arch Coal
Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country. As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and
Prime Clerk LLC as notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel;
Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.
BLUE DOG AT 399: Exclusive Plan Filing Date Extended to Sept. 23
----------------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Blue
Dog at 399 Inc., the exclusive period in which the Debtor may file
a Chapter 11 plan to Sept. 23, 2016, and the exclusive period for
the solicitation of acceptances of the plan to Nov. 24, 2016.
As reported by the Troubled Company Reporter on April 26, 2016, the
Debtor sought to extend the April 20, 2016 exclusive plan filing
period and the June 20, 2016 exclusive period for the solicitation
of acceptances of the plan.
According to the Debtor, the adversary proceeding it commenced
against BP 399 Park Avenue LLC on April 17, 2015, has progressed
and is progressing to a conclusion likely in the coming months but
it is still pending before the Bankruptcy Court. Therefore, the
Debtor said that it is justified in its request to extend the
Exclusive Periods to allow the Debtor more time to accomplish the
foregoing. The Debtor alleged in the complaint that, in sum, the
lease, as amended by certain prepetition stipulations and court
orders, gave the Debtor the right to retain possession of the
premises leased to the Debtor and gave Debtor the self-effectuating
contractual right to have the ten-year lease deemed fully
reinstated upon the Debtor meeting certain conditions, principally
the timely opening of the cafe.
Blue Dog at 399 Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 15-10694) on March 24, 2015. Hon. Michael E. Wiles
presides over the case. In its petition, the Debtor estimated $1
million to $10 million in both assets and liabilities. The
petition was signed by Elizabeth Slavutsky, sole director and
shareholder.
Paul R. DeFilippo, Esq., and John D. Giampolo, Esq., at Wollmuth
Maher & Deutsch LLP serves as the Debtor's counsel.
Landlord BP 399 Park Avenue LLC is represented by Menachem J.
Kastner, Esq., and Frederick E. Schmidt, Jr., Esq., at Cozen
O'Connor, PC.
BOURBON SALOON: 5th Cir. Dismisses Appeals on Attorney's Fees
-------------------------------------------------------------
This case concerns a bankruptcy court's authority to grant a
debtor's motion to assume a lease during Chapter 11 bankruptcy
proceedings. Debtor Bourbon Saloon leased 400 Bourbon Street from
Absinthe Bar. When Bourbon Saloon filed for relief under Chapter 11
of the Bankruptcy Code, it had outstanding monetary and
non-monetary defaults on the lease. Bourbon Saloon moved to assume
the lease. The two parties entered into an agreed order regarding
assumption of the lease, and the bankruptcy court approved it. This
order set a deadline for when Bourbon Saloon would cure certain
defaults. When the deadline passed, Absinthe Bar filed a motion to
reject the lease, which the bankruptcy court denied, holding that
the lease was assumed by the agreed order. The bankruptcy court
also determined that Absinthe Bar was entitled to attorney's fees
for expenses that occurred after the cure deadline. The district
court affirmed. The district court also ordered the bankruptcy
court to consider whether additional attorney's fees were
warranted. Absinthe Bar timely appealed, and Bourbon Saloon filed a
cross-appeal challenging the grant of attorney's fees.
The United States Court of Appeals for the Fifth Circuit affirmed
the district court's holdings as to lease assumption and dismissed
without prejudice the appeal and cross-appeal challenging the award
of attorney's fees concluding that the agreed order controls and
the challenges to the attorney's fees are premature.
A full-text copy of the Decision dated April 28, 2016 is available
at http://is.gd/shbtiqfrom Leagle.com.
The case is In the Matter of: BOURBON SALOON, INCORPORATED, doing
business as Mango Mango and Old Absinthe House, formerly known as
Conti Management Group, Incorporated, formerly known as Dante's of
Decatur, Incorporated, formerly known as Newport Corporation of
Louisiana, Debtor. BOURBON SALOON, INCORPORATED, doing business as
Mango Mango and Old Absinthe House, formerly known as Conti
Management Group, Incorporated, formerly known as Dante's of
Decatur, Incorporated, formerly known as Newport Corporation of
Louisiana, Appellant, v. ABSINTHE BAR, L.L.C., Appellee. ABSINTHE
BAR, L.L.C., Appellant Cross-Appellee, v. BOURBON SALOON,
INCORPORATED, doing business as Mango Mango and Old Absinthe House,
formerly known as Conti Management Group, Incorporated, formerly
known as Dante's of Decatur, Incorporated, formerly known as
Newport Corporation of Louisiana, Appellee Cross-Appellant. ANTHONY
J. MACALUSO; YOUSEF SALEM; GOLDKING CAPITAL MANAGEMENT, L.L.C.;
ANTONIO C. ESTEVE; FIRST BANK AND TRUST COMPANY; ENGLISH TURN
PROPERTY OWNERS ASSOCIATION, INCORPORATED; SYSCO NEW ORLEANS,
L.L.C.; HILAL CHOGHARI; FIRSTBANK ASSETS, L.L.C.; THOMAS BODNAR;
KEVIN COCHRAN; SUSANNE ZEILINGER; VAN JOSEPH; ROBERT JONES; SCOTT
BRICK; REGINALD LANDRY; DEREK ROBINSON; GARRIT SHAFER; TERRENCE
REED; THOMAS LARSON; HAYES THOMPSON; MADELIN GROENHAGEN, Appellees,
No. 15-30361.
Based in New Orleans, Louisiana, Bourbon Saloon Incorporated,
doing business as Mango Mango and Old Absinthe House, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 11-
11518) on May 12, 2011. Judge Jerry A. Brown presides over the
case. William E. Steffes, Esq., Steffes Vingiello & McKenzie LLC,
represents the Debtor. The Debtor estimates assets and debts
between $1 million and $10 million.
BSD 1 INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: BSD 1 Inc.
183 Wilson Street, Room 356
Brooklyn, NY 11211
Case No.: 16-42049
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Bruce Weiner, Esq.
ROSENBERG MUSSO & WEINER LLP
26 Court Street, Suite 2211
Brooklyn, NY 11242
Tel: (718) 855-6840
Fax: 718-625-1966
E-mail: courts@nybankruptcy.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chaim Goldberger, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
CARETRUST REIT: S&P Raises CCR to 'B+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on CareTrust
REIT Inc. (CTRE) to 'B+' from 'B'. The outlook is stable. At the
same time, S&P also raised the issue-level rating on the company's
senior unsecured notes to 'BB-' from 'B+'. The recovery rating is
'2', indicating expectations of substantial recovery in the event
of a payment default in the upper half of the 70% to 90% range.
"The upgrade acknowledges CTRE's improved credit metrics and
liquidity profile following the company's $111 million equity
issuance in late March. Moreover, CTRE's decision to retire all of
its secured debt by closing on a $100 million unsecured term loan,
and its increased revolver capacity by $100 million (to
$400 million) boost liquidity and the company's covenant cushion,
and we have revised our financial policy modifier to "neutral" from
"negative" to reflect this improvement," said credit analyst
Michael Souers. "While we expect CTRE will remain aggressive in
its pursuit of acquisitions, we think the company is committed to
funding growth largely with equity and to maintain or improve its
credit metrics over time."
The stable outlook on CareTrust reflects S&P's expectation for
steady cash flow supported by its triple-net-leased health care
properties with strong rent coverage and long lease tenors. S&P
also expects the company to pursue acquisitions in at least a
leverage-neutral manner to maintain or improve its key credit
metrics while also maintaining adequate liquidity and covenant
cushion.
S&P could raise the rating if the company lowers its debt to EBITDA
ratio below 5x, which could prompt a favorable revision to S&P's
financial risk profile score. S&P would also consider raising the
rating by one notch if the company diversifies its tenant base and
greatly increases scale in a leverage-neutral fashion, while
maintaining adequate covenant cushion and liquidity.
Although unlikely over the next 12 months, S&P would consider
lowering the rating if the company encounters tenant stress within
its small, concentrated portfolio leading to a reassessment of the
business risk profile to "vulnerable". S&P could also consider a
downgrade if CareTrust pursues debt-financed acquisitions or cannot
access the equity market to help fund external growth, resulting in
higher leverage (above 8x), lower fixed-charge coverage (below
2.0x), or covenant pressure.
CASELLA WASTE: S&P Assigns 'BB-' Rating on $15MM Revenue Bonds
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '1'
recovery rating to Casella Waste Systems Inc.'s $15 million New
York State Environmental Facilities Corp. (NYSEFC) Solid Waste
Disposal Revenue Bonds. The '1' recovery rating indicates S&P's
expectation for full (90%-100%) recovery in a default scenario.
All of S&P's other ratings on the company are unchanged.
Casella Waste Systems intends to drawdown the remaining $15 million
of availability on its NYSEFC indenture. The company had
previously issued $25 million of bonds in December 2014 under the
$40 million indenture. The company will use the majority of the
proceeds from this issuance to reimburse itself for qualified
incurred capital expenditures, with the remaining portion allocated
to future qualified investments and transaction fees and expenses.
For the last 12 months ended March 31, 2016, Casella's adjusted
debt-to-EBITDA metric was 6.3x and its funds from operations
(FFO)-to-debt ratio was 9% pro forma for the $15 million issuance.
S&P expects the company's pro forma adjusted debt-to-EBITDA metric
to improve to between 5.0x and 6.0x and its FFO-to-debt ratio to
improve to between 10% and 15% by the end of fiscal year 2016,
supported by EBITDA growth and the opportunistic redemption of the
company's subordinated notes. S&P expects that Casella's credit
measures will remain appropriate for its current rating pro forma
for the $15 million issuance.
RATINGS LIST
Casella Waste Systems Inc.
Corporate Credit Rating B/Stable/--
New Ratings
Casella Waste Systems Inc.
$15M NYSEFC Solid Waste Disposal Bonds BB-
Recovery Rating 1
CLAIRE'S STORES: S&P Lowers Corporate Credit Rating to 'SD'
-----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on U.S.
specialty retailer Claire's Stores Inc. to 'SD' from 'CCC'. S&P
also lowered the issue-level rating on the company's senior
subordinated notes due June 2017 to 'D' from 'CC'. The recovery
rating on the debt remains '6', reflecting S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.
S&P downgraded Claire's Stores following the company's agreement
with sponsor-related Apollo Global to exchange $174 million of its
senior subordinated notes due 2017 for notes with similar terms
with the exception that the company will PIK the June 2016 interest
payment and will have option to PIK the December 2016 interest
payment. S&P considers this exchange, including the deferment of
interest expense as tantamount to a default because it is a
departure from the original terms of the debt agreement, under
which interest expense will not be paid when due.
While the transaction provides Claire's Stores with some
opportunity to preserve cash, its operating performance and cash
flows remains weak. It has limited ability to meet financial
covenants and refinance the June 2017 debt maturities at par. Given
these challenges, S&P believes the corporate credit rating will
likely be no higher than the 'CCC' level when S&P re-assess the
ratings in the coming days.
DODGE CITY VETERINARY: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------------
Debtor: Dodge City Veterinary Hospital, Inc.
102 Hatchell Lane
Denham Springs, LA 70726
Case No.: 16-10559
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Middle District of Louisiana (Baton Rouge)
Judge: Hon. Douglas D. Dodd
Debtor's Counsel: Michael B. Grissom, Esq.
B. MICHAEL GRISSOM, ATTORNEY AT LAW
40552 Pelican Point Pkwy.
Gonzales, LA 70737-8563
Tel: 225-278-4372
Fax: 225-349-7385
E-mail: bmgsr@bellsouth.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott F. Smith, president.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/lamb16-10559.pdf
EAST JEFFERSON HOSPITAL: Moody's Cuts Debt Rating to Ba3
--------------------------------------------------------
Moody's Investors Service has downgraded the rating on East
Jefferson General Hospital's (LA) outstanding debt of $154 million
to Ba3 from Ba2. The bonds are issued by Jefferson Parish Hospital
Service District No. 2. The rating outlook remains negative.
The Ba3 reflects revenue contraction through FY 2015 and the
variance to budgeted expectations. Inpatient volumes continued to
contract, emblematic of the highly competitive and quickly
consolidating New Orleans market and cumulative effect of prior
merger discussions. Favorably, the hospital maintains still
adequate headroom to covenants of an all fixed rate debt structure,
manageable capital and a very conservative investment allocation.
Early indications are that FY 2016 performance is improving.
Continued strengthening of financial performance could lead to the
stabilization of the credit profile.
Rating Outlook
The negative outlook reflects rating pressure over the near term
should strategies to increase volumes and revenues in FY 2016 and
into FY 2017 not gain traction.
Factors that Could Lead to an Upgrade
Material and durable improvement in financial performance
Growth in liquidity
Stabilization of volumes
Factors that Could Lead to a Downgrade
Continued financial stress that lead to a rate- or liquidity-
covenant violation; cash burn
Continued volume declines and revenue contraction
Legal Security
Bonds are secured by a revenue pledge of the restricted group.
Use of Proceeds
Not applicable.
Obligor Profile
EJGH is a 420-bed acute care hospital located in Metairie in
Jefferson Parish, LA on the east bank in metro New Orleans. The
hospital is a component unit of the Parrish and is reported in the
financials of the Parish. Affiliates of the hospital include: EJ
Physician group, EJ Surgical Center, Associated hospital services,
EJ Radiation Oncology, Gulf South Quality Network, EJ Medical
Alliance, EJGH physician orthopedic and general surgery
co-management companies and a PET scan facility.
EMERGING MARKETS: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings said that it placed its ratings, including its
'B' corporate credit rating, on Miami-based Emerging Markets
Communications LLC on CreditWatch with positive implications.
The CreditWatch placement follows GEE's announcement that it will
be acquiring EMC for $550 million in cash, stock, and the
assumption of debt. "We believe the transaction will be positive
for EMC's lenders, given our expectation for lower debt leverage
and potential cost synergies," said S&P Global Ratings credit
analyst Rose Askinazi. "The combined business will have a good
product mix between connectivity and media services, in our view,
that will provide potential cross-selling opportunities. In
addition, we believe the transaction will increase the company's
scale and improve both customer and geographic diversification."
In resolving the CreditWatch placement, S&P will meet with
management to discuss further details around the combined business.
S&P intends to resolve the CreditWatch placement on the
acquisition's closing, which it expects to occur by third-quarter
2016. S&P believes an upgrade, if any, would likely be limited to
one notch.
EMR ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: EMR Electric Motor Rewind, L.P.
fdba Electric Motor Rewind, LP
fdba EMR Electrical Group, Inc.
fdba Electric Motor Rewind, Inc.
fdba EMR Energy Services Management, Inc.
fdba EMR Energy Services, L.P.
102 S. Navigation Blvd.
Corpus Christi, TX 78405
Case No.: 16-20184
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Corpus Christi)
Judge: Hon. Marvin Isgur
Debtor's Counsel: William B Kingman, Esq.
LAW OFFICES OF WILLIAM B. KINGMAN, PC
4040 Broadway, Ste 450
San Antonio, TX 78209
Tel: 210-829-1199
Fax: 210-821-1114
E-mail: bkingman@kingmanlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Raymond Lopez, authorized
representative.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb16-20184.pdf
EMR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: EMR Holdings, L.L.P.
102 S. Navigation Blvd.
Corpus Christi, TX 78405
Case No.: 16-20185
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Corpus Christi)
Judge: Hon. Marvin Isgur
Debtor's Counsel: William B Kingman, Esq.
LAW OFFICES OF WILLIAM B. KINGMAN, PC
4040 Broadway, Ste 450
San Antonio, TX 78209
Tel: 210-829-1199
Fax: 210-821-1114
E-mail: bkingman@kingmanlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Raymond Lopez, authorized
representative.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb16-20185.pdf
ENERGY SERVICES: S&P Affirms Then Withdraws 'B-' CCR
----------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B-' corporate
credit rating on engineering and construction company Energy
Services Holdings LLC. The outlook remains stable.
Subsequently, S&P withdrew its corporate credit rating on the
company at the issuer's request.
At the same time, S&P withdrew its issue-level ratings on the
company's revolver and term loan because they have been repaid.
ENOVA INT'L: S&P Affirms 'B' ICR, Outlook Remains Negative
----------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' issuer credit rating on
Enova International Inc. The outlook remains negative. S&P also
affirmed its senior unsecured debt rating at 'B' and revised the
recovery rating to '4' from '3' based on lower recovery
expectations. The '4' recovery rating indicates S&P's expectation
of an average recovery (30%-50%; lower half of the range) in the
event of default.
"The recovery rating on the company's senior unsecured debt
reflects the impact of the company's newly issued securitization
facility, which reduces the collateral available to the company's
existing unsecured noteholders in our estimated default scenario,"
said S&P Global Ratings' credit analyst Shakir Taylor. In the
first quarter of 2016, Enova issued $135.1 million of
securitization notes to fund loan growth and had an outstanding
balance of $113.9 million at the end of the first quarter. As a
result, S&P has lowered its recovery expectations to account for
the effective subordination borne by unsecured debtholders.
"We also lowered our financial risk profile score to "aggressive"
from "significant" to account for Enova's growing leverage trend.
As of March 31, 2016, Enova's consolidated debt to adjusted EBITDA,
including its recently issued $113.9 million securitization note,
was 4.6x, which is a significant increase from the 3.5x leverage
ratio reported as of year-end 2015. We believe that competitive
pressures and potential adverse effects from regulatory reform from
the Consumer Financial Protection Bureau will create challenges for
the company to maintain consolidated leverage in line with
historical norms, which was 2.75-4.0x," S&P said.
S&P removed the "negative" assessment ascribed to the company's
financial policy, as the rapid transition of loan exposures from
short-term payday to longer-term installment has moderated. As of
Dec. 31, 2015, Enova's installment and payday loans constituted 66%
and 16% of gross receivables, respectively, which is a stark
difference from four years ago, when installment and payday
constituted 23% and 69%, respectively.
The negative outlook reflects S&P's view that Enova's credit
profile could deteriorate within the next year to a level that is
slightly weaker than the current rating would suggest. S&P expects
debt to EBITDA to remain between 4x-5x, unless performance in the
U.K. improves and the company successfully executes some of its
nonpayday new initiatives.
S&P may downgrade the company within the next 12 months if
regulatory, operational, or funding challenges begin to hamper
sufficient cash flow generation and liquidity levels to support the
current rating.
There is limited potential for us to revise our outlook on Enova to
stable in 2016. A revision to stable largely hinges on the
magnitude of adverse regulatory reform as alternative finance
lenders (payday, title, and high-yield unsecured consumer lenders)
may have to alter product offerings and collection activities to
less favorable terms in order to comply with new standards.
ENTERCOM COMMUNICATIONS: Moody's Hikes Corp. Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Entercom Communications Corp.'s
Corporate Family Rating to B1 from B2 and Probability of Default
Rating to B1-PD from B2-PD. Moody's also upgraded the company's
secured credit facilities to Ba2 from Ba3 and senior unsecured
10.5% notes to B3 from Caa1. The upgrades reflect Entercom's good
free cash flow generation allowing for further improvement in
credit metrics and improved leverage since Moody's last rating
action at the end of 2011. The outlook is stable supported by
Moody's expectations for organic revenue growth in FY2016.
-- Issuer: Entercom Communications Corp.
-- Upgraded:
-- Corporate Family Rating: upgraded to B1 from B2
-- Probability of Default Rating: upgraded to B1-PD from B2-PD
-- 1st Lien Sr Secured Revolver Facilities ($40mm commitment
expires Nov 2016): upgraded to Ba2, LGD2 from Ba3, LGD2
-- 1st Lien Sr Secured Term Loan due 2018 ($237mm outstanding):
upgraded to Ba2, LGD2 from Ba3, LGD2
-- $220 million of 10.5% senior notes due 2019: Upgraded to B3,
LGD5 from Caa1, LGD5
-- Unchanged:
-- Speculative Grade Liquidity Rating: SGL-2 unchanged
-- Outlook Actions:
-- Outlook is Stable
RATINGS RATIONALE
“Entercom's B1 corporate family rating reflects moderately high
debt-to-EBITDA (4.6x as of March 30, 2016 including Moody's
standard adjustments and pro forma for recent transactions) which
has improved meaningfully from 6.3x since our last rating action in
November 2011 due largely to debt prepayment from free cash flow.
"Ratings are supported by organic revenue growth, improved audience
ratings, effective sales execution, large market presence, and
geographic diversity enhanced by the Lincoln Financial Media
acquisition," stated Moody's Carl Salas. Ratings incorporate
ongoing media fragmentation, as well as the cyclical nature of
radio advertising demand. Absent the potential for debt financed
acquisitions or increased shareholder distributions, we expect
Entercom will continue to reduce debt with free cash flow and
maintain leverage below current levels with more than $50 million
of annual free cash flow (at least 9% of debt balances). Moody's
subtracts quarterly dividend payouts from its calculation of free
cash flow. "Excluding stand-alone FM stations in Los Angeles and
Atlanta, revenue and EBITDA margins are supported by the company's
well-clustered radio station portfolio focused on top 50 markets,"
added Salas. With the recent addition of stations in Los Angeles
and San Diego, Entercom now has a presence in each of the major
west coast markets. Despite investments, including Smart Reach
Digital which provides digital marketing services to local
businesses, we expect core revenue to grow in the low single digit
percentage range in FY2016 with EBITDA margins of 25% or better
(including Moody's standard adjustments) reflecting benefits of
scale with good local presence. Management re-priced its term loan
at the end of 2012 and 2013, and Moody's expects the company will
be similarly opportunistic and look to refinance its 10.5% senior
notes, which are now callable, and potentially the term loan due
2018. Ratings are constrained by event risk related to additional
debt financed acquisitions or increased shareholder distributions.
Prior to the recession, Entercom had funded significant share
repurchases and dividends, but since 2008 the company has
consistently reduced leverage largely through debt reduction
including $18.2 million in 1Q2016. In May 2016 the company
announced a quarterly dividend program with roughly $12 million of
annual payments.”
The stable outlook reflects Moody's view that the company will
benefit from overall leading audience ratings plus improved
performance in its two largest markets, Boston and San Francisco,
which supports core ad revenue over the next 12 months. The outlook
also incorporates Moody's expectation that Entercom will maintain
leverage comfortably below 5.0x (including Moody's standard
adjustments) with good liquidity including high single-digit
percentage free cash flow-to-debt (including Moody's standard
adjustments) partially offset by the potential for the company to
redeem at least some of the preferred stock issued to Lincoln
Financial Group or to increase quarterly dividends as free cash
flow grows. Ratings could be upgraded if debt-to-EBITDA is
sustained comfortably below 3.5x (including Moody's standard
adjustments) with good liquidity including low double digit
percentage free cash flow-to-debt. Moody's would also need to have
assurances from management that financial policies including
dividend payouts and share repurchases would be at acceptable
levels consistent with the higher rating. Although unlikely in the
next 12 months, ratings could be downgraded if we believe
debt-to-EBITDA will be sustained above 5.0x due to underperformance
in one or more key markets, audience and advertising revenue
migration to competing media platforms, or leveraging events such
as debt financed acquisitions or shareholder distributions. Ratings
could also be downgraded if free cash flow deteriorates to less
than 5% of debt balances or if there is erosion in EBITDA cushion
to financial covenants.
Entercom Communications Corp., headquartered in Bala Cynwyd, PA, is
one of the five largest US radio broadcasters based on revenue or
number of stations. The company was founded in 1968 by Joseph M.
Field, Chairman, and is focused primarily on radio broadcasting
with 124 radio stations in 27 large and mid-sized markets ranked #2
to #102 including Los Angeles, San Francisco, Boston, Seattle, and
Denver. Entercom is publicly traded with Joseph M. Field (Chairman)
and David J. Field (President /CEO and son of the Chairman) owning
approximately 30% combined economic interest in the company with
roughly 73% voting power. Remaining shares are widely held. In July
2015, the company acquired Lincoln Financial Media Company for $105
million plus working capital which added 13 stations in top 20
markets. Revenue for the 12 months ended March 30, 2016 was an
estimated $447 million pro forma for acquisitions.
EOGH LIQUIDATION: Court Extends Plan Exclusivity Thru July 7
------------------------------------------------------------
At the behest of EOGH Liquidation, Inc., f/k/a East Orange General
Hospital, Inc., et al., the U.S. Bankruptcy Court for the District
of New Jersey agreed to further extend the Debtors' exclusive right
to file a chapter 11 plan by 60 days through and including July 7,
2016; and solicit votes thereon by another 60 days through and
including September 5, 2016.
As reported by the Troubled Company Reporter on April 15, 2016,
with the sale of their assets now closed, and the Debtors having
ceased all business operations, the Debtors seek to wind up these
Chapter 11 Cases through what they believe will be a consensual
plan confirmation process. The Debtors and the Committee are
currently negotiating regarding the terms of a joint chapter 11
plan of liquidation. The Debtors and the Committee are working
diligently so that a plan may be filed as soon as possible.
On Nov. 20, 2015, the Debtors filed a motion for the entry of
orders authorizing and approving, among other things, the sale of
substantially all of the Debtors' assets free and clear of liens,
claims, and encumbrances to Prospect EOGH, Inc. pursuant to the
terms of an Amended and Restated Asset Purchase Agreement dated
Nov. 20, 2015.
On Jan. 20, 2016, the Court held a hearing to authorize the Sale
to
Prospect under the terms of the Stalking Horse APA, as amended.
On
Jan. 21, 2016, the Court entered an order approving the Sale to
Prospect pursuant to the Final APA.
Immediately after the Court approved the Sale, the Debtors took
the
necessary steps to obtain the requisite regulatory approvals of
the
Sale. On February 24, 2016, the proposed sale to Prospect was
approved by the Superior Court of New Jersey after a hearing held
pursuant to the Community Health Care Assets Protection Act. The
Sale closed as of February 29, 2016.
"The Debtors must retain the ability and flexibility to focus on
negotiating and preparing a plan without the distraction,
disruption, and expense of competing chapter 11 plans.
Maintaining
the exclusive right to file and solicit votes on a chapter 11 plan
is critical to the Debtors' ability to formulate a plan as
efficiently and expeditiously as possible. Accordingly, the
Debtors request an extension of the Exclusivity Periods to allow
the Debtors to continue to negotiate, prepare, file, and obtain
confirmation of a plan without the costly disruption that would
occur if competing plans were to be proposed at this time," the
Debtor said.
The Debtors are represented by:
LOWENSTEIN SANDLER LLP
Kenneth A. Rosen, Esq.
Gerald C. Bender, Esq.
Michael Savetsky, Esq.
Barry Z. Bazian, Esq.
65 Livingston Avenue
Roseland, NJ 07068
Tel: (973) 597-2500
E-mail: krosen@lowenstein.com
gbender@lowenstein.com
msavetsky@lowenstein.com
bbazian@lowenstein.com
About East Orange General
Located in East Orange, New Jersey, East Orange General Hospital
is 211-bed hospital that claims to be the only independent,
fully accredited, acute-care hospital in Essex County and is a
recognized leader in behavioral health services, renal dialysis,
wound care, diagnostic services, emergency services, and family
health care.
East Orange General Hospital, Inc. and parent Essex Valley
Healthcare, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10,
2015. Martin A. Bieber, the interim president and chief executive
officer, signed the petitions. The Debtors estimated both assets
and liabilities in the range of $100 million to $500 million.
The Debtors have engaged Lowenstein Sandler LLP as counsel,
PricewaterhouseCoopers LLP as financial advisor, McCarter &
English, LLP as special transactional counsel, and Prime Clerk LLC
as claims, noticing and balloting agent.
Judge Vincent F. Papalia has been assigned the case.
The Debtors employ approximately 860 individuals.
The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors. The committee is
represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera &
Sodono, P.C.
Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23,
2015. Ms. Katz is a member of the law firm of Saul Ewing, LLP,
which also serves as her counsel in the Ch. 11 case.
EXTREME PLASTICS: Stipulates to Use Cash Collateral Through May 20
------------------------------------------------------------------
Extreme Plastics Plus, Inc., and Citizens Bank of Pennsylvania
entered a fifth stipulation to use cash collateral subject to
security interests of Citizens Bank of Pennsylvania, as agent for
the prepetition lenders.
As of the Petition Date, the Debtors were indebted to the lenders
in the aggregate amount of $50 million. The Debtors have agreed to
provide Citizens Bank adequate protection in the form of adequate
protection liens, administrative claim status, and the payment of
$600,000.
According to the stipulation, access to cash collateral will expire
May 20, 2016. The Final Hearing is set on May 18, 2016.
About Extreme Plastics
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets and
$50 million to $100 million in debt. EPP Intermediate estimated $1
million to $10 million in assets and $50 million to $100 million in
debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys and
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors. The Committee selected Reed
Smith LLP as counsel.
F & H ACQUISITIONS: U.S. Trustee Wants Debtor to File Plan
----------------------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court to compel F & H Acquisitions, Inc., et al., to
file a Chapter 11 plan because 862 days have already passed since
the Petition Date.
In addition, in the event that the Debtors, or the Official
Committee of Unsecured Creditors cannot commit to pursuing an
actual Chapter 11 plan, these cases should either be converted or
dismissed, the U.S. Trustee asserts.
According to the U.S. Trustee, the Sale of Assets closed on March
17, 2013, and for numerous occasions the Debtors had sought and
obtained extension of its Exclusive Periods within which the
Debtors may file a Chapter 11 Plan and Solicit Acceptances thereof.
However, it appears that pursuant to the last order extending
exclusivity, the Debtors’ Exclusive Filing Period expired on July
14, 2015 and the Debtors's Exclusive Solicitation Period expired on
Sept. 9, 2015 but to date, no Chapter 11 plan has been filed.
In the event that the Debtors or the Committee still cannot effect
a Chapter 11 plan within a reasonable period of time, and it is
found and determined that the Debtors lack a reasonable likelihood
of rehabilitation while further time spent in Chapter 11 will
merely result in a continuing loss to or diminution of these
estates, the U.S. Trustee tells that these cases should be
converted or dismissed whichever is in the best interest of justice
and will best serve creditors because activities such as claims
resolution and prosecuting and liquidating causes of action could
be easily accomplished through a liquidating trust or by a Chapter
7 trustee. To continue the status quo ignores safeguards that
Congress built into the Chapter 11 plan process and is contrary to,
inter alia, the purposes of Chapter 11 of the Bankruptcy Code.
Andrew R. Vara, the Acting U.S. Trustee for Region 3 is represented
by:
Richard L. Schepacarter, Esq.
Trial Attorney
UNITED STATES DEPARTMENT OF JUSTICE
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
Email: Richard.Schepacarter@usdoj.gov
About F & H Acquisition Corp.
Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their
assets.
As of the bankruptcy filing, the Debtors had 101 restaurants
located in 27 states and 6,000 employees. F & H disclosed $122
million in assets and $123 million in liabilities as of the
Chapter
11 filing.
The Debtors are represented by Robert S. Brady, Esq., Robert F.
Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway,
Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman,
Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at
Olshan Frome Wolosky, LLP of New York, NY. Imperial Capital LLC
as
financial advisor; and Epiq Bankruptcy Solutions as claims and
noticing agent.
The Official Committee of Unsecured Creditors is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Los Angeles, California.
By order dated Feb. 28, 2014, the Court approved the sale of
substantially all of the assets pursuant to an Asset Purchase
Agreement, dated as of Feb. 7, 2014, by and among the Debtors and
Cerberus Business Finance, LLC, as buyer. The sale closed on
March
12, 2014.
FIELDWOOD ENERGY: S&P Lowers CCR to 'CC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Houston-based oil and gas exploration and production company
Fieldwood Energy LLC to 'CC' from 'CCC'. The outlook is negative.
S&P also lowered the issue-level rating on the company's first-lien
term loan to 'CCC' from 'B-'. The recovery rating is '1',
indicating S&P's expectation of very high (90% to 100%) recovery to
creditors in the event of a payment default. S&P lowered the
issue-level rating on the company's second-lien debt to 'CC' from
'CCC-' and revised the recovery rating to '4' from '5', indicating
S&P's expectation of average (30% to 50%, higher end of the range)
recovery in the event of default.
"The rating actions reflect the announcement that Fieldwood's
private equity sponsor, Riverstone, which owns approximately 98% of
Fieldwood, has proposed a tender offer to holders of its
second-lien term loan for up to $600 million of face value at 25%
of par value," said S&P Global Ratings credit analyst David
Lagasse. "We view the transaction as a distressed exchange because
investors that tender will receive less that what was promised on
the original securities, and we view the offer as distressed rather
than opportunistic. The offer deadline is expected to be Friday,
May 13, 2016," he added.
The outlook is negative. Once the transaction has closed, S&P will
lower the corporate credit rating to 'SD' and the rating on the
second-lien term loan to 'D'. S&P will reevaluate the company's
corporate credit rating and issue-level ratings when S&P believes
all tender offers and exchanges are complete, taking into account
the company's new capital structure and liquidity given the current
operating environment.
S&P could revise the ratings if the transaction does not close.
FOREST CITY: S&P Raises Corporate Rating to 'BB', Outlook Positive
------------------------------------------------------------------
S&P Global Ratings raised its corporate and issue-level ratings on
Cleveland-based Forest City Enterprises LP to 'BB' from 'BB-'. The
rating outlook is positive. At the same time, S&P removed the
ratings from CreditWatch positive, where S&P placed them on March
4, 2016. S&P's '3' recovery rating on the company's senior
unsecured convertible notes remains unchanged, reflecting S&P's
expectations for meaningful recovery in the event of default, at
the higher end of the 50% to 70% range.
"The upgrade reflects Forest City's progress on its non-core asset
sale program for 2016 that will result in stronger credit metrics
for year end. As of the date of this report, FCE has completed
$1.2 billion in asset sales (including consolidated assets and JV
interests) generating $800 million in proceeds that have been/ will
be used to pay down debt," said credit analyst Fernanda Hernandez.
"This resulted in debt to EBITDA of 10.4x and fixed-charge coverage
(FCC) of 1.7x for year-end 2015 compared with 11.6x and 1.4x,
respectively in 2014."
The company expects to additional $200 million of proceeds from
asset sales during the remainder of 2016. Although S&P believes
current pressure on cap rates might reduce anticipated sales
proceeds, S&P believes the company will successfully dispose of the
planned assets at relatively favorable yields given its asset
quality including high occupancy rates and advantageous rent
spreads. S&P expects proceeds will be sufficient to further reduce
debt to EBITDA below 9.0x by year-end 2016 and to 7.0x to 7.5x
range over the subsequent 24 months through debt pay offs, sale of
secured properties, and EBITDA coming online from projects under
development.
Following FCE's conversion to a REIT at the beginning of this year,
the company has adopted a new financial policy that will align its
growth strategy, reduce development risk appetite, and allocate
capital to support sustained improvement in credit metrics over the
next few years. As of March 31, 2016, FCE's development pipeline
as a proportion of total assets was 8.97% and S&P expects it will
remain below 10% going forward, compared with the company's prior
limit of 15%. S&P believes this is more manageable as it
significantly reduces the company's exposure to execution risk. At
the same time, S&P expects the company's heavy schedule of
development completions for 2016 will offset net operating income
(NOI) dilution from asset sales and enhance its operating margins
gradually. As a result, S&P expects EBITDA margin will strengthen
to about 48% by 2017 up from its 46% as of year-end 2015
(considering FCE's targeted $60 million of annual cost savings by
mid- 2017). Moreover, FCE has stated that future growth (which
will be development focused) will be primarily funded with internal
cash flows and asset sales.
FCE owns an $11.4 billion undepreciated real estate portfolio of
diversified properties (including its pro-rata share of JVs). As
of the first quarter of 2016, FCE's comparable NOI was up 9.7%
compared with that of the first quarter of 2015, reflecting strong
occupancy rates across its portfolio (office at 95.3%, retail at
94.2% and residential at 94.4%) and favorable rent spreads,
particularly in the regional malls subsector (23.6% on a cash
basis). Office, retail, and residential sectors accounted for 40%,
30%, and 30% of NOI, respectively. Core markets include New York,
Boston, Washington, D.C., Los Angeles, San Francisco, among others
and accounted for 87.8% of NOI as of March 30, 2016, a consistent
increase over the past few years (82% in 2012). FCE exhibits
favorable tenant and geographic diversification across the
portfolio, enhanced by its multi-sector structure. Although
manageable, S&P considers FCE's lease maturity schedule for the
retail sector somewhat lumpy with 10% of rents expiring in 2016 and
close to 12% in 2017." The positive outlook reflects S&P's
expectation that Forest City will successfully complete its planned
dispositions and that it will use the proceeds to reduce debt. S&P
estimates that debt to EBITDA will decline below 9.0x and FCC will
reach 1.8x by year-end 2016 and 7.5x and 2.0x by 2017,
respectively.
The positive outlook reflects S&P's view that there is further
upside potential for the ratings if Forest City successfully
executes on its planned dispositions and shows a clearer path
towards its target financial metrics. Debt to EBITDA and FCC
approaching 7.5x and 2.0x could result in an upgrade over the next
12 months. FCE transitioning into a longer term and more
sustainable capital structure such that it matches the nature of
its asset portfolio, would also support an upgrade.
S&P could revise the outlook to stable if it believes that FCE's
credit metrics will take longer than 12 months to show further
improvement compared with S&P's base-case, for example if debt to
EBITDA were to remain in the 8.5x to 7.5x range. Also, S&P could
lower the ratings by one notch if at any point FCE decides to
pursue a more aggressive debt-financed growth strategy that
increases debt to EBITDA above 9.0x (including JV debt) on a
sustained basis.
FRATERFOOD SERVICE: Court Reverses Sanctions Order
--------------------------------------------------
Presently before the Court is Appellant Fraterfood Service, Inc.'s
appeal from a District of Puerto Rico Bankruptcy Court order
granting Appellee DDR Del Sol's motion to dismiss the complaint for
failure to state a claim upon which relief may be granted. The
Bankruptcy Court also sanctioned appellant's counsel for filing a
complaint that was not supported by existing law and for improper
purposes.
Chief Judge Aida M. Delgado-Colon of the United States District
Court for the District of Puerto Rico affirmed in part and reversed
in part the judgment of the bankruptcy court and, remanded the case
for proceedings consistent with this ruling.
Here, appellant argued that the Bankruptcy Court abused its
discretion in concluding that appellant's claim was not warranted
by existing law, and interpreting the terms of the lease agreement.
This Court recognizes that appellant's litigation strategy was far
from ideal, and that appellant filed its discrete claim after
requesting an extension of time to oppose appellee's collection of
the PPPR -- an extension that the Bankruptcy Court granted, and an
objective that appellant never fulfilled. However, the Bankruptcy
Court erred in interpreting Article 297 and the terms of the lease
agreement, and appellant may have a right to remove some of the
claimed property. Therefore, in sanctioning appellant the
Bankruptcy Court abused its discretion, and the sanctions against
appellant are reversed.
A full-text copy of the Opinion and Order dated March 31, 2016 is
available at http://is.gd/pBDFyAfrom Leagle.com.
The case is FRATERFOOD SERVICE, INC., Appellant, v. DDR DEL SOL
LLC, S.E., Appellee, Civil No. 15-02009 (ADC).
GASTAR EXPLORATION: S&P Raises Rating on Sr. Sec. Notes to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised the
issue-level rating on Gastar Exploration Inc.'s senior secured
notes to 'CC' (one notch below the corporate credit rating) from
'C'. S&P also revised the recovery rating on the company's senior
secured notes to '5' from '6'. The '5' recovery rating indicates
S&P's expectation of modest (10%-30%; higher half of the range)
recovery in the event of default.
The revised recovery rating on the company's secured debt reflects
that the company's borrowing base on its reserve-based loan
facility was recently reduced to $100 million from $180 million
following the sale of the company's Appalachian assets. As a
result, S&P's recovery analysis now indicates a greater recovery
for the company's senior secured debt.
RECOVERY ANALYSIS
-- S&P's simulated default scenario for Gastar assumes a
sustained period of low commodity prices (consistent with
the conditions of past defaults in this sector).
-- S&P based its valuation of Gastar's reserves on a company-
provided year-end PV10 report, using Standard & Poor's
recovery price deck assumptions of $50 per barrel for West
Texas Intermediate crude oil and $3.00 per million British
thermal units for Henry Hub natural gas.
-- S&P's recovery analysis for Gastar incorporates the
company's $100 million borrowing base on its senior secured
reserve-based loan facility, on which S&P assumes will be
fully drawn at default.
-- Simulated year of default: 2016
-- Net enterprise value (after 5% in administrative costs):
$190 million
-- Reserve-based loan claims: $100 million
-- Recovery expectations: Not applicable
-- Collateral available to senior secured notes: $85 million
-- Senior secured notes claims: $340 million
-- Recovery expectation: 10% to 30% (high end of the range)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Gastar Exploration Inc.
Corporate Credit Rating CCC-/Negative/--
Issue-Level Rating Raised; Recovery Rating Revised
Gastar Exploration Inc.
To From
Senior Secured CC C
Recovery Rating 5 6
GROUP 6842 LLC: Los Angeles Wants Case Dismisses or Converted
-------------------------------------------------------------
Senior Secured Creditor the City of Los Angeles, Economic and
Workforce Development Department, asks the Bankruptcy Court to
either dismiss or convert the Chapter 11 case of Group 6842, LLC,
fka The MartinGroupe, Inc., to a case under Chapter 7.
In the alternative, the City requests the Court for entry of an
order compelling the Debtor to pay the City in the amount of
$66,557 pursuant to the operative interim orders authorizing the
Debtors to use cash collateral.
The City narrates that in order to obtain and maintain permission
to use the cash collateral of the City and D & A Semi-Annual
Mortgage fund III, L.P. (“D & A”), the Debtor proposed to make
two quarterly payments to the City, and asserting that cash
collateral use would "actually increase the pool of funds"
available to the Secured Creditors and keep the City adequately
protected.
However, the Debtor failed to make either payment pursuant to the
operative budgets and the City has also discovered that, as of the
end of March 2016, the Debtor has apparently failed to make two of
the four budgeted post-petition payments to D & A, pursuant to the
Debtor's monthly operating reports, the City narrates further.
The City also relates that the Debtor's bad faith has also become
evident since the Debtor has not been making the adequate
protection payments it has consistently promised to make combined
with the Debtor’s refusal to make such payment without any legal
support.
Moreover, the City tells the Court that the Debtor has also
established its inability to reorganize by its failure to provide a
reliable valuation of the Property, or any evidence of a probable
lease or sale of the Property is in sight, and its inability to pay
the amortizing rate of the Loan and meet the job creation
requirement.
The City points out that the later budgets are skewed and
inconsistent with the Court's prior rulings, and the Debtor’s
Monthly Operating Reports and cash flow reports all show that the
Debtor’s case is in fact is going nowhere. Even if assuming the
Debtors' monthly operating reports as accurate, and had the Debtor
made all of the post-petition payments due to the Secured Creditors
as promised, it would have been operating at a loss ever since its
first month in bankruptcy, the City emphasized.
The hearing previously set for May 16, 2016 to consider the
City’s Motion is moved to June 7.
The City of Los Angeles, Economic and Workforce Development
Department is represented by:
Wendy A. Loo, Esq.
Deputy City Attorney
LOS ANGELES OFFICE OF THE CITY ATTORNEY
200 North Main Street, Suite 920
Los Angeles, California 90012
Telephone: (213) 978-7750
Facsimile: (213) 978-7711
Email: wendy.loo@lacity.org
About Group 6842, LLC
Group 6842, LLC, fka The Martin Groupe, Inc., is a California
limited liability company owns and manages an eight story
commercial office building located at 6842 Van Nuys Blvd., Van
Nuys, California (the "Property"). The Property is currently
generating approximately $80,000 of rent a month at a current
occupancy rate of 60%. After infusing approximately $1 million of
equity for remodeling of the Property, however, the Debtor has
recently attracted a tenant to occupy the remainder of the
Property. The Debtor is in negotiations and has reached an
agreement, in principal, with this proposed tenant to occupy the
remaining 40% of the Property, which will increase the Debtor's
monthly revenue by approximately $80,000.
Group 6842, LLC, fka The Martin Groupe, Inc. filed a Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Case No.: 15-29494) on
December 30, 2015. The petition was signed by Derek Folk, manager.
The Debtor disclosed an estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million. Judge
Ernest M. Robles has been assigned the case.
The Debtor has engaged Garrick A Hollander, Esq., of the Winthrop
Couchot Professional Corporation as general insolvency counsel.
HALCON RESOURCES: Incurs $567 Million Net Loss in 1st Quarter
-------------------------------------------------------------
Halcon Resources Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $567 million on $81.3 million
of total operating revenues for the three months ended March 31,
2016, compared to a net loss available to common stockholders of
$601 million on $136 million of total operating revenues for the
same period in 2015.
As of March 31, 2016, Halcon had $2.84 billion in total assets,
$3.14 billion in total liabilities, $208 million in redeemable
noncontrolling interest, and a total stockholders' deficit of
$507.79 million.
As of March 31, 2016, Halcon's liquidity was approximately $564
million, which consisted of cash on hand plus undrawn capacity on
the Company's senior secured revolving credit facility with a $700
million borrowing base. The Company's next scheduled borrowing
base redetermination date is Sept. 1, 2016.
During the first quarter of 2016, the Company incurred capital
costs of $52 million on drilling and completions, and approximately
$2 million on infrastructure, seismic and leasehold acquisitions.
In addition, Halcon incurred $36 million for capitalized interest,
G&A and other.
Hedging Update
Halcon has 25,331 barrels per day of oil hedged for the last nine
months of 2016 at an average price of $80.50 per barrel. For 2017,
the Company has 3,750 barrels per day of oil hedged at an average
price of $65.75 per barrel. Halcón estimates the pre-tax
mark-to-market value of its hedge portfolio to be approximately
$220 million as of May 5, 2016.
Operations Update
The Company is currently running 1 operated rig in the Fort
Berthold area of the Williston Basin and plans to keep this rig
running through the remainder of 2016. Halcon has no other
operated rigs running and the Company does not plan additional rigs
until oil prices improve. The Company currently has 14 wells in
the Bakken being completed or waiting on completion and none in the
Eagle Ford.
Bakken/Three Forks
The Company operated an average of 2 rigs in the Williston Basin
during the first quarter of 2016.
Halcon spudded 4 wells and put 5 wells online in the Fort Berthold
area of the Williston Basin during the three months ended
March 31, 2016. The Company also participated in 3 non-operated
wells during the quarter across the basin with an average working
interest of approximately 6.75%. Production averaged 28,606 Boe/d
during the first quarter of 2016 in the Williston Basin.
Halcon currently has working interests in approximately 123,000 net
acres prospective for the Bakken and Three Forks formations in the
Williston Basin, substantially all of which are held by production
(HBP). With one operated rig running, the Company plans to spud 15
gross operated wells over the remaining nine months of 2016 with an
average working interest of approximately 64%. Halcon also expects
to participate in 15-20 gross non-operated wells over the last nine
months of 2016 with an average working interest of approximately
0.5%. Halcon expects operated wells put online over the remainder
of 2016 to have an average EUR of approximately 900 MBoe. Current
estimated operated drilling and completion costs are $6.2 million
in FBIR and $5.7 million in Williams County.
The Company is currently the operator of 211 producing Bakken wells
and 66 Three Forks wells.
"El Halcon" - East Texas Eagle Ford
The Company operated 1 rig in El Halcon during the first quarter of
2016. Halcon spudded 2 wells and put 4 wells online in the play
during the three months ended March 31, 2016. Production averaged
8,380 Boe/d during the first quarter of 2016 in El Halcon.
Halcon currently has working interests in approximately 88,000 net
acres prospective for the Eagle Ford formation in East Texas,
approximately 76% of which is HBP. The Company currently operates
113 El Halcon wells. Halcon anticipates adding a rig back to this
area when oil prices improve.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/jqh5Xd
About Halcon Resources
Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States. This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.
Halcon Resources reported a net loss available to common
stockholders of $2 billion on $550.27 million of total operating
revenues for the year ended Dec. 31, 2015, compared to net income
available to common stockholders of $283 million on $1.14 billion
of total operating revenues for the year ended Dec. 31, 2014.
* * *
As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.
In September 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Oklahoma City-based Halcon Resource
Corp. to 'SD' (selective default) from 'B-'. "The downgrade
follows Halcon's announcement that it reached an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for new senior secured third-lien notes," said Standard &
Poor's credit analyst Ben Tsocanos.
HANOVER PARMENTER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hanover Parmenter Union, LLC
20 Parmenter Street, Suite 101
Boston, MA 02113
Case No.: 16-11784
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Melvin S. Hoffman
Debtor's Counsel: Gary W. Cruickshank, Esq.
LAW OFFICE OF GARY W. CRUICKSHANK
21 Custom House Street, Suite 920
Boston, MA 02110
Tel: (617) 330-1960
Fax: (617) 330-1970
E-mail: gwc@cruickshank-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Alyson Toombs, manager of Silvermine
Development Partners LLC.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
HILLWINDS FAMILY: Court Extends Plan Exclusivity to June 30
-----------------------------------------------------------
At the behest of Hillwinds Family Limited Partnership, the U.S.
Bankruptcy Court for the District of Massachusetts extended the
Debtor's exclusive rights to file and confirm a plan of
reorganization, pursuant to 11 U.S.C. Sections 1121(b) and (c), to
June 30, 2016 and August 29, 2016, respectively.
As reported by the Troubled Company Reporter on April 15, 2016,
Hillwinds explains that since the Petition Date, the Debtor has
made efforts to market its real estate to new tenants. It has
secured one new tenant, Iron Horse, albeit at a monthly rent less
than the Debtor initially anticipated; Iron Horse is signing that
new lease, after protracted negotiations.
The Debtor says it requires additional time to negotiate and
develop a plan with Avidia Bank, its primary secured lender and the
holder of three mortgages on the Real Estate, regarding the effect
of the new Iron Horse lease and to determine the effect of Avidia's
collection of accounts receivable of another related entity that is
now defunct (on Avidia's third mortgage, securing the Debtor's
guaranty of the obligations of that entity).
The Debtor also continues to explore all options that will allow it
to confirm a plan and emerge from Chapter 11, including, but not
limited to, securing additional tenants and/or a sale of all or
part of the Real Estate to a third party or parties.
An extension of the exclusivity periods, the Debtor says, will
enable it to complete its efforts and negotiations, and to make the
necessary decisions required to file and confirm a plan of
reorganization in this case.
Hillwinds Family Limited Partnership's business is the rental of a
large tract of commercial real estate located at 489 Neck Road,
Lancaster, Massachusetts. The Debtor is a "single asset real
estate" entity as defined in 11 U.S.C. Sec. 101(51B).
Hillwinds Family Limited Partnership filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 15-42424) on December 14,
2015, listing under $1 million in both assets and liabilities. A
copy of the petition is available at no extra charge at
http://bankrupt.com/misc/mab15-42424.pdf
The Debtor is represented by:
Kevin C. McGee, Esq.
MATUZEK & MCGEE
4 Austin Street
Worcester, MA 01609
Tel: (508) 208-9208
Fax: (508) 754-6601
E-mail: kcmmcgee@outlook.com
HORSEHEAD HOLDING: Asks Court to Approve $927K Retention Program
----------------------------------------------------------------
Horsehead Holding Corp. and its affiliated debtors ask the U.S.
Bankruptcy Court to approve a Key Employee Retention Program for 30
key, non-insider employees providing for a total award pool of
$927,000 in the aggregate, with an average award opportunity of
$30,900 per participant.
According to the Debtors, their key employees are the lifeblood of
their business for their knowledge, experience, and expertise are
essential to both preserving operational stability and to
maximizing estate value.
The Debtors tells the Court that because of the uncertainty arising
from these Chapter 11 cases, the KERP Participants saw a 19%
reduction of their annual income relative to six months of
prepetition direct compensation, even as the workload for many of
those employees has significantly increased as a result of
additional tasks required or imposed by the restructuring process,
which the Debtor is certain that could lead to higher attrition of
key talent would likely be mitigated by implementing the Key
Employee Retention Program.
The Debtors proposes a KERP that provides each eligible KERP
Participant to receive the applicable KERP award as a single, lump
sum cash payment (net of any applicable taxes or withholdings) at
or promptly after the consummation of a chapter 11 plan in these
chapter 11 cases, if the KERP Participant is either: (a) employed
by the Debtors on the date such payment is made, or (b) terminated
without cause prior to such date. However, no single KERP
Participant will be eligible for an award totaling more than
$75,000.
In particular, the Debtors have a significant interest in retaining
certain key employees at their facility located in Mooresboro,
North Carolina, to preserve the Reorganized Debtors' ability to
restart the Mooresboro Facility -- designed to employ
state-of-the-art zinc processing technology -- after emerging from
bankruptcy as it has remained idled since January 2016, creating
understandable levels of uncertainty and concern among the Debtors'
employees regarding the ultimate future of that facility.
Horsehead Holding Corp. and its affiliated debtors are represented
by:
Laura Davis Jones, Esq.
James E. O’Neill, Esq.
Joseph M. Mulvihill, 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: ljones@pszjlaw.com
joneill@pszjlaw.com
jmulvihill@pszjlaw.com
-- and --
James H.M. Sprayregen, P.C.
Patrick J. Nash Jr., P.C.
Ryan Preston Dahl, 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
patrick.nash@kirkland.com
ryan.dahl@kirkland.com
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: US Trustee Ordered to Appoint Equity Committee
-----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware ordered the United States Trustee to appoint
an official committee of equity security holders, after granting
the motions filed by Guy Spier and Phillip Town asking for the
appointment of an Equity Committee.
The United States Trustee, in his response to the Motions filed by
Guy Spier and Phillip Town, contended that Mr. Spier and Mr. Town
have not satisfied the burden of proving that an equity committee
is needed to assure adequate representation for equity holders. He
asserted that their Motions should be denied.
In its objection, the Official Committee of Unsecured Creditors
contended that Mr. Spier and Mr. Town have failed to satisfy their
burden of demonstrating a "substantial likelihood" that holders of
equity will receive a "meaningful distribution" in the Cases. It
further conteded that Mr. Spier and Mr. Town have failed to
demonstrate that their interests are not being adequately
represented.
Objections to the Motions filed by Mr. Spier and Mr. Town were also
made by Horsehead Holding Corp., et al., and the Ad Hoc Secured
Noteholder Committee. The Debtors averred that neither of the
Motions indentifies any legal or factual support establishing, as
Mr. Spier and Mr. Town are required to do, that the Debtors are
solvent, or that the appointment of an Official Equity Committee is
required to represent the interests of equity holders in Horsehead
Holding Corp. The Ad Hoc Secured Noteholder Committee, agreed with
the Debtors' objection, and adopted it in full.
Andrew R. Vara, Acting United States Trustee for Region 3, is
represented by:
Timothy J. Fox, Esq.
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: (303)573-6497
The Official Committee of Unsecured Creditors is represented by:
Kenneth A. Rosen, Esq.
Bruce Buechler, Esq.
Philip J. Gross, Esq.
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, NJ 07068
Telephone: (973)597-2500
Facsimile: (973)597-6247
E-mail: krosen@lowenstein.com
bbuechler@lowenstein.com
pgross@lowenstein.com
Horsehead Holding Corp. and its affiliated debtors are represented
by:
Laura Davis Jones, Esq.
James E. O'Neill, Esq.
Joseph M. Mulvihill, 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
E-mail: ljones@pszjlaw.com
joneill@pszjlaw.com
jmulvihill@pszjlaw.com
- and -
James H.M. Sprayregen, Esq.
Patrick J. Nash, Jr., Esq.
Ryan Preston Dahl, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312)862-2000
Facsimile: (312)862-2200
E-mail: patrick.nash@kirkland.com
ryan.dahl@kirkland.com
The Ad Hoc Secured Noteholder Committee is represented by:
William P. Bowden, Esq.
Gregory A. Taylor, Esq.
Aaron H. Stulman, Esq.
ASHBY & GEDDES, P.A.
500 Delaware Avenue, 8th Floor
P.O. Box 1150
Wilmington, DE 19899
Telephone: (302)654-1888
Facsimile: (302)654-2067
E-mail: wbowden@ashby-geddes.com
gtaylor@ashby-geddes.com
astulman@ashby-geddes.com
- and -
Michael S. Stamer, Esq.
Meredith A. Lahaie, Esq.
Rebecca A. Wirakesuma, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Telephone: (212)872-1000
Facsimile: (212)872-1002
E-mail: mstamer@akingump.com
mlahaie@akingump.com
rwirakesuma@akingump.com
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.
HYPNOTIC TAXI: Opposes Bid of Capital One, Sterling to Intervene
----------------------------------------------------------------
Hypnotic Taxi LLC has asked a bankruptcy court to deny the motions
of Capital One Equipment Finance Corp. and Sterling National Bank
to intervene in its Chapter 11 case.
In a filing with the U.S. Bankruptcy Court for the Eastern District
of New York, Hypnotic Taxi said both don't have claims against the
company and that the company does not own the properties in which
they claim to have interests.
According to Hypnotic Taxi, Capital One is a creditor of Evgeny
Freidman, who is the sponsor of the company's proposed
restructuring plan, while Sterling holds security interests in his
assets based on loans made directly to him by the bank.
Hypnotic Taxi said granting the motions "will open the door to any
and all alleged creditors of Freidman personally to intervene" in
its bankruptcy case.
Last month, Capital One and Sterling filed separate motions seeking
court approval to intervene in Hypnotic Taxi's bankruptcy case.
In its motion, Capital One claimed it is owed more than $28 million
by entities controlled by Mr. Freidman who personally guaranteed
the loans. Meanwhile, Sterling claimed it is a creditor of Mr.
Freidman who personally guaranteed the loans provided by the bank
in the total amount of $23.9 million.
Both companies also wanted to intervene in a lawsuit filed by
Citibank N.A. against Mr. Friedman and Hypnotic Taxi for allegedly
failing to repay loans totaling $31.5 million. Citibank had
opposed the requests, according to court filings.
About Hypnotic Taxi
Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on
July 22, 2015. The petition was signed by Evgeny Freidman as
sole and managing member.
The Debtors are either limited liability companies or corporations
organized under the laws of the State of New York. The Debtors
maintain an office at 330 Butler Street, Brooklyn, New York 11217.
The Debtors each own either two or three New York City Medallions
issued by the New York City Taxi and Limousine Commission ("TLC")
and related Taxi Vehicles. The Debtors collectively own 46
Medallions and Taxi Vehicles.
Klestadt Winters Jureller Southard & Stevens LLP serves as the
Debtors' counsel. Judge Carla E. Craig presides over the case.
The Debtors each own either two or three medallions issued by the
New York City Taxi and Limousine Commission that permit taxi
services to be performed by the Debtors.
Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total
liabilities of $2,825,401 as of the Petition Date.
The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors. The Committee
tapped White & Williams LLP as counsel and EisnerAmper as its
accountants and financial advisors.
INTREPID POTASH: Idles West Facility for Maintenance
----------------------------------------------------
Intrepid Potash Inc. announced its decision to idle operations at
its West facility and transition the facility to a
care-and-maintenance mode.
The West facility, which generated 42% of Intrepid's potash
production in 2015, is a conventional mining facility located in
Carlsbad, New Mexico. The facility's operations have become
increasingly less profitable in recent months as oversupply and
foreign competition in the U.S. potash market has pressured prices.
The West facility is expected to transition to a
care-and-maintenance mode in July. Approximately 300 of Intrepid's
employees will be impacted by this decision.
"The decision to idle the West facility was difficult, but
necessary in order to better position Intrepid for long-term
success," said Intrepid's executive chairman, president and CEO Bob
Jornayvaz. "I am thankful to all the employees and vendors who
work to safely operate the West facility and provide our customers
with high quality red granular product. While the transition of
this facility to a care-and-maintenance mode significantly reduces
our potash production capacity, this move, in combination with the
transition of the East facility to Trio-only production, removes
our two most expensive potash facilities from production during
this period of low potash prices. We believe our remaining potash
production facilities, which consist of our three low-cost solar
solution mines, will improve our position on the world cost curve
and provide the right model for our portfolio in this challenging
environment."
Intrepid's North facility, which had previously served as the
primary compaction site for production from the West facility,
plans to offer other products, including high value 62% K20
products. Intrepid is also exploring additional ways to generate
salt by-product revenues.
The West facility is expected to remain under care and maintenance
until such time as Intrepid determines that the cost of resuming
production at the facility justifies the anticipated cash flow,
considering potash pricing, the costs to run the facility, and
other factors.
About Intrepid
Intrepid Potash, Inc., is the only producer of potash in the United
States and is one of two producers of langbeinite, which it markets
and sells as Trio(R). The Company also produces salt and magnesium
chloride from its potash mining processes.
As of March 31, 2016, Intrepid had $627.37 million in total assets,
$218.36 million in total liabilities and $409 million in total
stockholders' equity.
Intrepid Potash reported a net loss of $524.77 million in 2015
following net income of $9.76 million in 2014.
KPMG LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company anticipates that due
to current market conditions, it may not meet their current debt
covenant requirements in 2016, which could result in the
acceleration of debt maturities and other remedies pursuant to the
terms of the debt. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
INTREPID POTASH: Incurs $18.4 Million Net Loss in First Quarter
---------------------------------------------------------------
Intrepid Potash, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $18.42 million on $73.27 million of sales for the three months
ended March 31, 2016, compared to net income of $6.52 million on
$117.02 million of sales for the same period in 2015.
As of March 31, 2016, Intrepid had $627.37 million in total assets,
$218.36 million in total liabilities and $409 million in total
stockholders' equity.
As of March 31, 2016, the Company had cash, cash equivalents, and
investments of $54.9 million. This amount was made up of the
following:
* $11.3 million in cash;
* $13.1 million in cash equivalent investments, consisting of
money market accounts with banking institutions that the
Company believes are financially sound; and
* $30.0 million and $0.5 million invested in short- and long-
term investments, respectively.
The Company's operations have primarily been funded from cash on
hand and cash generated by operations. The Company said it will
continue to monitor its future sources and uses of cash, and
anticipate that it will make adjustments to its capital allocation
strategies when, and if determined by the Company's Board of
Directors.
Bob Jornayvaz, Intrepid's executive chairman, president and CEO,
said, "In the quarter, we continued to be significantly impacted by
declines in potash pricing and general oversupply in the U.S.
markets. In response to this challenging environment, we are
taking actions to lower our overall production costs and optimize
our mine portfolio. Accordingly, today we announced the difficult,
but necessary, decision to idle the West facility in July. At the
same time, we successfully converted our East facility to Trio-only
production in early April, ahead of our original timeline. These
two transitions remove our two highest-cost potash production
facilities from our portfolio, substantially increase our Trio
production, and allow us to focus on our lower cost solar
production."
Jornayvaz continued, "We also announced today that we reached an
agreement with the lenders for our credit facility to extend until
no later than July 31, 2016, the previous waiver of the
requirements under the facility to meet quarterly financial
covenants and to deliver 2015 financial statements without a going
concern modification. While this agreement further reduces the
amount under the facility, it provides us with the time to
thoughtfully continue our negotiations with the noteholders. In
addition, we are performing due diligence surrounding an
alternative credit facility proposal we have received. Our
noteholders have also agreed to waive until June 30, 2016, the
financial covenants under the notes. We continue to work with our
lenders towards a mutually agreeable long-term solution to our debt
covenant issues."
West Facility
Intrepid announced a plan to idle mining operations at its West
facility, which is a conventional mining facility located in
Carlsbad, New Mexico. The facility, which generated 42% of
Intrepid's potash production in 2015, is expected to transition to
care and maintenance in July. Intrepid anticipates that it will
incur charges of $1 to $3 million, or approximately $0.01 to $0.04
per share, related to the idling of the West facility during its
second quarter. The West facility is expected to remain under care
and maintenance until such time as Intrepid determines that the
cost to resume production at the mine justifies the anticipated
cash flow, considering potash pricing, the costs to run the
facility, and other factors.
Product Highlights
Potash
Intrepid sold 218,000 tons of potash in the first quarter of 2016,
down 13,000 tons, or 6%, from the same period last year primarily
as a result of the timing of shipments to customers. Average net
realized sales price per potash ton1 in the 2016 first quarter was
$216, a 40% decrease from last year's first quarter and a 22%
decrease sequentially from the fourth quarter of 2015. High levels
of global potash supply, combined with the strength of the U.S.
dollar and its benefits to global producers importing tonnage into
the North American potash market, have resulted in significant
price pressure in the markets in which Intrepid operates.
Potash production for the first quarter of 2016 totaled 215,000
tons, a decline of 9% compared to the year-ago quarter as a result
of deferred production at the HB facility from early in the first
quarter to the second quarter.
Trio
During the first quarter of 2016, Intrepid sold 50,000 tons of Trio
at an average net realized sales price of $316 per ton, compared to
62,000 tons of Trio at an average net realized sales price of $367
per ton in the comparable period of 2015. Trio pricing continues
to demonstrate some resiliency to the market pressures evident for
other commodities, though competition in certain key markets
resulted in a 4% price decline compared to the sequential fourth
quarter.
During April 2016, Intrepid successfully transitioned the East
facility to a Trio-only production facility and began ramping up
its Trio production. In doing so, Intrepid eliminated 200,000 tons
of high-production-cost potash from its annualized operating model
and created capacity to produce Trio through a more simplified,
lower-cost production model at East. Intrepid expects to ramp up
to an annualized Trio run rate in the fourth quarter of 2016 that
is estimated to be double the 2015 Trio production. Intrepid
expects that with this additional Trio supply available in the
market, combined with the macroeconomic pricing pressure for
potash, Trio pricing will remain pressured for the remainder of
2016.
Gross (Deficit) Margin
Intrepid generated a gross deficit of $9.2 million during the first
quarter, compared to gross margin of $18.7 million during the first
quarter of 2015. This decline in profitability was primarily the
result of declining prices for potash and Trio, offset somewhat by
reduced depreciation, depletion, and amortization charges as a
result of the asset impairments taken during the fourth quarter of
2015.
Notes
1 Adjusted net (loss) income, adjusted net (loss) income per
diluted share, and average net realized sales price per ton are
non-GAAP financial measures.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/rl8xtJ
About Intrepid
Intrepid Potash, Inc., is the only producer of potash in the United
States and is one of two producers of langbeinite, which it markets
and sells as Trio(R). The Company also produces salt and magnesium
chloride from its potash mining processes.
INTREPID POTASH: Signs Waiver Agreement with U.S. Bank, et al.
--------------------------------------------------------------
Intrepid Potash, Inc., on May 6, 2016, entered into the following
agreements:
* Waiver and Amendment No. 6 to Credit Agreement with each of
the lenders named therein and U.S. Bank National Association,
as administrative agent. The Credit Facility Amendment
amends the Credit Agreement, dated as of Aug. 3, 2011, and
amended as of Aug. 5, 2013, Aug. 28, 2015, Jan. 15, 2016,
Feb. 26, 2016, and March 23, 2016, by and among Intrepid, the
Lenders, and U.S. Bank.
* Second Waiver to Note Purchase Agreement with each of the
purchasers named therein. The NPA Waiver relates to the Note
Purchase Agreement, dated as of Aug. 28, 2012, and amended as
of Jan. 15, 2016, by and among Intrepid and the Noteholders.
Under the Credit Facility Amendment, the Lenders and U.S. Bank are
waiving until July 31, 2016, (1) the requirement that the Company
delivers audited annual financial statements for fiscal year 2015
without any going concern modifier (and agreeing that the existence
of audited annual financial statements for fiscal year 2015 with a
going concern modifier will not constitute a default or event of
default under the Credit Facility until July 31, 2016) and (2) the
requirement that the Company comply with the financial covenants
under the Credit Facility relating to its leverage ratio and fixed
charge coverage ratio for the quarter ended March 31, 2016 (and
agreeing that any noncompliance with these covenants for the
quarter ended March 31, 2016, will not constitute a default or
event of default under the Credit Facility until July 31, 2016).
However, if the waiver under the NPA Waiver (as it may be mutually
extended) expires before July 31, 2016, then the waiver under the
Credit Facility Amendment will also expire on that earlier date.
In addition, if the Company' leverage ratio exceeds 3.9 to 1, or
the Company's fixed charge coverage ratio is less than 1 to 1, for
the quarter ended March 31, 2016, then the waiver under the Credit
Facility Amendment will be null and void. The Credit Facility
Amendment permanently reduces the aggregate borrowing capacity of
the Credit Facility from $85 million to $8 million, which amount
may be used only for letters of credit. In addition, the Credit
Facility Amendment provides that the maturity date for the Credit
Facility is the earliest of (1) July 31, 2016, (2) any date on
which the aggregate commitment under the Credit Facility is reduced
to zero, and (3) the effective date for a new bank credit facility.
As of March 31, 2016, the Company had a $0.5 million letter of
credit outstanding under the Credit Facility. Except as amended by
the Credit Facility Amendment, the terms of the Credit Facility
remain unchanged.
Under the NPA Waiver, the Noteholders are waiving until June 30,
2016, the requirement that the Company complies with the financial
covenants under the NPA relating to its leverage ratio and fixed
charge coverage ratio for the quarter ended March 31, 2016 (and
agreed that any noncompliance with these covenants for the quarter
ended March 31, 2016, will not constitute a default or event of
default under the NPA until June 30, 2016). However, if the
Company's leverage ratio exceeds 3.9 to 1, or its fixed charge
coverage ratio is less than 1 to 1, for the quarter ended
March 31, 2016, then this waiver will be null and void. The NPA
continues to have $150 million aggregate principal amount of
unsecured senior notes outstanding under it, consisting of the
following series:
* $60 million of 3.23% Senior Notes, Series A, due April 16,
2020
* $45 million of 4.13% Senior Notes, Series B, due April 14,
2023
* $45 million of 4.28% Senior Notes, Series C, due April 16,
2025
Except as amended by the NPA Waiver, the terms of the NPA remain
unchanged.
The Company continues to work with the Lenders and Noteholders and
evaluate its options under its debt agreements.
About Intrepid
Intrepid Potash, Inc., is the only producer of potash in the United
States and is one of two producers of langbeinite, which it markets
and sells as Trio(R). The Company also produces salt and magnesium
chloride from its potash mining processes.
As of March 31, 2016, Intrepid had $627.37 million in total assets,
$218.36 million in total liabilities and $409 million in total
stockholders' equity.
Intrepid Potash reported a net loss of $524.77 million in 2015
following net income of $9.76 million in 2014.
KPMG LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company anticipates that due
to current market conditions, it may not meet their current debt
covenant requirements in 2016, which could result in the
acceleration of debt maturities and other remedies pursuant to the
terms of the debt. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
INTREPID POTASH: SVP Sales and Marketing Agrees to Leave
--------------------------------------------------------
As disclosed in a Form 8-K report filed with the Securities and
Exchange Commission, Intrepid Potash, Inc. continues to make
changes designed to streamline its management structure and reduce
its costs. As part of these changes, it was mutually agreed that
Kelvin G. Feist would leave Intrepid to pursue other interests.
Mr. Feist served as the Company's senior vice president of sales
and marketing through May 6, 2016. Under a form of separation
agreement initially presented to Mr. Feist on May 3, 2016, provided
that Mr. Feist delivers and does not revoke a release in a form
acceptable to the Company, Mr. Feist will be entitled to a lump-sum
payment in the amount equal to six months' current base salary,
payable within 15 days after expiration of the revocation period
under the agreement; a lump-sum payment of $25,000 payable within
15 days after expiration of the revocation period under the
agreement; and up to $5,000 in outplacement services. Mr. Feist's
vested stock options will be exercisable for 12 months following
his termination date in accordance with their terms.
About Intrepid
Intrepid Potash, Inc., is the only producer of potash in the United
States and is one of two producers of langbeinite, which it markets
and sells as Trio(R). The Company also produces salt and magnesium
chloride from its potash mining processes.
As of March 31, 2016, Intrepid had $627.37 million in total assets,
$218.36 million in total liabilities and $409 million in total
stockholders' equity.
Intrepid Potash reported a net loss of $524.77 million in 2015
following net income of $9.76 million in 2014.
KPMG LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company anticipates that due
to current market conditions, it may not meet their current debt
covenant requirements in 2016, which could result in the
acceleration of debt maturities and other remedies pursuant to the
terms of the debt. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
IRACORE INT'L: S&P Lowers CCR to 'CCC-', Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Iracore
International Holdings Inc. to 'CCC-' from 'CCC+'. The outlook is
negative.
At the same time, S&P lowered the issue-level rating on the
company's outstanding second-lien notes to 'CCC-' from 'CCC+'. The
recovery rating on the notes remains '4', reflecting S&P's
expectation of average (30% to 50%) recovery to creditors in the
event of a payment default.
"The downgrade reflects our expectation that the company will
continue to face very challenging market conditions in 2016 leading
to weak liquidity as a result of the effects of persistently low
oil and natural gas prices, and our expectation that Canadian oil
sands companies will hold back expansion projects given the
uncertainty in commodity prices," said S&P Global Ratings credit
analyst Aaron McLean.
The negative outlook reflects S&P's view that lower oil and natural
gas price assumptions and significantly reduced exploration and
production capital spending in 2016 will continue to affect
operating results such that the likelihood of default or debt
restructuring is greatly increased over the next six months.
S&P could lower the ratings if the company misses an interest
payment or if the company enters into a debt restructuring or
exchange S&P views as distressed. Such a scenario could arise if
operating results fail to improve or a covenant breach occurs on
the company's secured term loan.
S&P could raise the rating if operating results improve or a cash
infusion from private sponsors is obtained and S&P believes the
company will pay all debt obligations on time and the possibility
of a debt exchange is greatly diminished.
J&N RESTAURANT: Summary Judgment vs. Trustee Affirmed
-----------------------------------------------------
Between January 9 and 11, 2012, John and Nicolina Mendolia, the
sole officers and shareholders of defendant-appellees J&N
Restaurant Associates, Inc., Endvest, Inc., and Upfront, Inc., each
of which operated an Arby's franchise,2 ("Franchise Defendants"),
transferred $51,900 from the sale of their "Lake House" to the
Franchise Defendants to enable the Franchise Defendants to pay
their food supplier, Willow Run Foods, Inc.. On January 19, 2012,
the Franchise Defendants filed petitions for reorganization under
chapter 11 of the Bankruptcy Code. On February 16, 2012, the
Mendolias filed a joint petition for relief under chapter 7 of the
Bankruptcy Code. On February 14, 2014, eleven months after the
bankruptcy court's confirmation of the Franchise defendants' plan
of reorganization, plaintiff-appellee, James Collins, the trustee
for the Mendolia bankruptcy estate filed an adversary complaint
seeking to avoid and recover, for the benefit of the Mendolias'
creditors, the $51,900 transfer.
Concluding that the Trustee's claims were discharged by
confirmation of the Franchise Defendants' plan of reorganization,
United States Bankruptcy Judge Diane Davis granted summary judgment
in favor of the Franchise Defendants and dismissed the Trustee's
adversary complaint. On appeal, the Trustee contends, inter alia,
that the bankruptcy court erred as a matter of law in concluding
that his action to recover the transfers was discharged by
confirmation of the Franchise Defendants' chapter 11 plan of
reorganization.
Judge Brenda K. Sannes of the United States District Court for the
Northern District of New York affirmed the Memorandum-Decision and
Order dated February 3, 2015 granting the Franchise Defendants'
motion for summary judgment and dismissing the adversary complaint.
In this case, the bankruptcy court correctly held that the
confirmation of the Franchise Defendants' chapter 11 plan of
reorganization on March 11, 2012 discharged the Trustee's
post-petition, pre-confirmation administrative expense claim.
Accordingly, upon de novo review, the Court found that summary
judgment was proper as a matter of law.
A full-text copy of the Memorandum Decision and Order dated March
28, 2016 is available at http://is.gd/WLYLCefrom Leagle.com.
The case is JAMES C. COLLINS, in his official capacity as Trustee
of the Bankruptcy Estate of JOHN J. MENDOLIA and NICOLINA M.
MENDOLIA, Appellant, v. J&N RESTAURANT ASSOCIATES, INC., ENDVEST,
INC., UPFRONT, INC. and WILLOW RUN FOODS, INC., Appellees, No.
3:15-cv-178 (BKS).
James C. Collins, Appellant, is represented by Edward Y. Crossmore,
Esq. -- Crossmore Law Firm.
J&N Restaurant Associates, Inc., Appellee, is represented by Louis
Levine, Esq. -- llevine@melvinlaw.com -- Melvin, Melvin Law Firm.
Endvest, Inc., Appellee, is represented by Louis Levine, Melvin,
Melvin Law Firm.
Upfront, Inc., Appellee, is represented by Louis Levine, Melvin,
Melvin Law Firm.
Willow Run Foods, Inc., Appellee, is represented by Louis Levine,
Melvin, Melvin Law Firm.
JPS COMPLETION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JPS Completion Fluids, Inc.
dba JPS Super Chokes
dba Fluids Distribution Center
P.O. Box 277
Mathis, TX 78830
Case No.: 16-51110
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Nathaniel Peter Holzer, Esq.
JORDAN HYDEN WOMBLE CULBRETH & HOLZER PC
500 N. Shoreline Blvd. Ste. 900
Corpus Christi, TX 78401
Tel: (361) 884-5678
Fax: 361-888-5555
E-mail: pholzer@jhwclaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sergio Garza, vice president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb16-51110.pdf
JUMIO INC: Jumio Acquisition Submits Bid Supporting Statement
-------------------------------------------------------------
Eduardo Saverin and Jumio Acquisition, LLC, submitted to the U.S.
Bankruptcy Court for the District of Delaware, their Statement in
support of their bid to acquire substantially all of the assets of
Debtor Jumio Inc. ("Company").
Mr. Saverin and Jumio Acquisition submit that the sale of the
Company as contemplated in Jumio Acquisition's bid is proper.
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that Jumio Acquisition is
willing to acquire the Company and preserve the business, but not
if its principal will be subject to frivolous litigation on
meritless claims. Mr. Nestor relates that certain members of the
Equity Committee have argued that the Prepetition Secured Notes
were not "a legitimate secured loan" because they occurred "just
days prior to the Debtor's formal disclosure of the restatement of
its financials."
Mr. Nestor avers that the Prepetition Secured Notes were negotiated
with terms favorable to the Company, and that the notes are
documented as indebtedness secured by perfected liens and security
interests. He further avers that any argument that that these
notes were intended to be equity and should be recharacterized is
unsupportable. Mr. Nestor adds that the Prepetition Secured Notes
were offered to all shareholders, disclosing that the Company's
financials were being restated. He relates that none of the
members of the Equity Committee purchased the Prepetition Secured
Notes, and that only Mr. Saverin and Andreessen Horowitz Fund II,
L.P. were willing to participate in the Prepetition Secured Notes.
"The suggestion that the Company may have a claim against Mr.
Saverin because he somehow harmed the Company is preposterous. Mr.
Saverin has repeatedly and consistently funded and saved this
Company. He is willing to do so again, but not if he is also
required to litigate spurious claims from other equity holders,
most of whom are hopelessly out of the money... Any viable claims
for losses that the equity holders have will be preserved despite
the sale. The objecting equity holders purchased their shares from
individuals through secondary market transactions. The objecting
equity holders may have direct claims against the individuals from
whom they purchased their stock, and those claims will not be
affected by the bankruptcy or the sale. Moreover, Jumio
Acquisition's bid expressly carves out from the purchased assets
the Debtor's claims and causes of action against these individuals.
Mr. Saverin was not a party to the transactions where the equity
holders purchased their shares, and he did not benefit at all from
those transactions. The equity holders therefore have no direct
claims against Mr. Saverin relating to their stock purchases," Mr.
Nestor contends.
Stalking Horse Bidder Jumio Acquisition, had executed an Asset
Purchase Agreement with the Debtor and Jumio Software Development
GmbH, with respect to the sale of substantially all of the Debtor's
assets.
Eduardo Saverin and Jumio Acquisition is represented by:
Michael R. Nestor, Esq.
Sean M. Beach, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302)571-6600
Facsimile: (302)571-1253
E-mail: mnestor@ycst.com
sbeach@ycst.com
- and -
Peter M. Gilhuly, Esq.
Ted A. Dillman, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue
Los Angeles, CA 90071-1560
Telephone: (213)485-1234
Facsimile: (213)891-8763
E-mail: peter.gilhuly@lw.com
ted.dillman@lw.com
About Jumio Inc.
Headquartered in Palo Alto, California, Jumio is an online and
mobile identity management and credentials authentication company.
Its customers include, among others, Airbnb, United Airlines,
WorldRemit, EasyJet, and Duolingo. Jumio has operations in the
United States, Europe and India. Jumio employs 43 individuals.
Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 16-10682) on March 21, 2016. The petition was signed by
Stephen Stuut as chief financial officer. The Debtor estimated
assets in the range of $1 million to $10 million and debts of up
to
$50 million. Judge Brendan Linehan Shannon has been assigned the
case.
The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy
counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special
corporate counsel, Ernst & Young LLP as financial advisor, Sagent
Advisors, LLC as investment banker, Cooley LLP as special SEC
counsel and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
KJZ SUNRISE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: KJZ Sunrise LLC
605 S. Fremont St., Suite B
Tampa, FL 33606
Case No.: 16-04069
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Adam L Alpert, Esq.
BUSH ROSS P.A.
Post Office Box 3913
Tampa, FL 33601-3913
Tel: 813-224-9255
Fax: 813-223-9620
E-mail: aalpert@bushross.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Ranald Stewart Jr., president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
LIGHTSQUARED INC: 2nd Cir. Affirms Amended Ch. 11 Confirmation
--------------------------------------------------------------
Appellant Sanjiv Ahuja appeals from an opinion and order of the
United States District Court for the Southern District of New York
affirming the ruling of the United States Bankruptcy Court for the
Southern District of New York.
LightSquared is a provider of wholesale mobile satellite
communications and broadband services. In May 2012, LightSquared
filed for bankruptcy under Chapter 11 of the Bankruptcy Code after
the Federal Communications Commission ("FCC") effectively suspended
its valuable licenses for certain terrestrial operations. The
bankruptcy court confirmed LightSquared's Modified Second Amended
Joint Plan (the "Plan") for reorganization in an oral decision,
which was then affirmed on appeal to the district court.
Under the Plan as approved, no common equity holder of LightSquared
Inc. would receive any recovery, meaning that Ahuja, who held 8% of
the common equity in LightSquared Inc., would receive no value in
the reorganization. Ahuja argues that the Plan should not have been
confirmed because it does not satisfy Chapter 11's fair and
equitable rule, and equal treatment rule. LightSquared rebuts each
of Ahuja's arguments in turn; it also argues that Ahuja's appeal
should be dismissed as equitably moot.
The United States Court of Appeals for the Second Circuit affirmed
the judgment of the district court.
A full-text copy of the Summary Order dated March 22, 2016 is
available at http://is.gd/JgSY03from Leagle.com.
The case is SANJIV AHUJA, Appellant, v. LIGHTSQUARED INC., FORTRESS
CREDIT OPPORTUNITIES ADVISORS, LLC, LIGHTSQUARED INVESTORS HOLDINGS
INC., ONE DOT FOUR CORP., ONE DOT SIX CORP., SKYTERRA ROLLUP LLC,
SKYTERRA ROLLUP SUB LLC, SKYTERRA INVESTORS LLC, TMI COMMUNICATIONS
DELAWARE, LIMITED PARTNERSHIP, LIGHTSQUARED GP INC., LIGHTSQUARED
LP, ATC TECHNOLOGIES, LLC, LIGHTSQUARED CORP., LIGHTSQUARED FINANCE
CO., LIGHTSQUARED FINANCE CO., LIGHTSQUARED NETWORK LLC,
LIGHTSQUARED INC. OF VIRGINIA, LIGHTSQUARED SUBSIDIARY LLC,
LIGHTSQUARED BERMUDA LTD., SKYTERRA HOLDINGS (CANADA) INC.,
SKYTERRA HOLDINGS (CANADA) INC., SKYTERRA (CANADA) INC., ONE DOT
SIX TVCC CORP. Debtors-Appellees. JPM INVESTMENT PARTIES, HARBINGER
CAPITAL PARTNERS LLC, CENTERBRIDGE PARTNERS, L.P. Appellees, No.
15-2480.
BIJAN AMINI (Avery Samet, Jeffrey Chubak, on the brief), Esq. --
bamini@samlegal.com -- Storch Amini & Munves PC, New York, NY, for
Appellant.
ANDREW M. LEBLANC (Michael L. Hirshfeld, on the brief), Esq. --
aleblanc@milbank.com -- Milbank, Tweed, Hadley & McCloy LLP, New
York, NY, for Appellees.
About LightSquared Inc.
LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.
LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network. In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries. In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.
LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors. Alvarez & Marsal North America, LLC, is the
financial advisor. Kurtzman Carson Consultants LLC serves as
claims and notice agent.
* * *
Bankruptcy Judge Shelley C. Chapman in late March 2015, approved
LightSquared Inc.'s Chapter 11 reorganization plan. As previously
reported by The Troubled Company Reporter, the Debtors, in
December, filed a joint plan and disclosure statement, which
contemplate, among other things, (A) new money investments by the
New Investors in exchange for a combination of preferred and
common equity, (B) the conversion of the Prepetition LP Facility
Claims into new second lien debt obligations, (C) the repayment in
full, in cash, of the Inc. Facility Prepetition Inc. Facility
NonSubordinated Claims immediately following confirmation of the
Plan, (D) the payment in full, in cash, of LightSquared's general
unsecured claims, (E) the provision of $1.25 billion in new money
working capital for the Reorganized Debtors, (F) the assumption of
certain liabilities, (G) the resolution of all inter-Estate
disputes, and (H) the contribution by Harbinger of the Harbinger
Litigations.
LINN ENERGY: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Linn Energy, LLC 16-60040
JPMorgan Chase Tower
600 Travis, Suite 5100
Houston, TX 77002
Linn Energy Holdings, LLC 16-60039
Berry Petroleum Company, LLC 16-60041
LinnCo, LLC 16-60042
Linn Acquisition Company, LLC 16-60043
Linn Energy Finance Corp. 16-60044
Linn Exploration & Production Michigan LLC 16-60045
Linn Exploration Midcontinent, LLC 16-60046
Linn Midstream, LLC 16-60047
Linn Midwest Energy LLC 16-60048
Linn Operating, Inc. 16-60049
Mid-Continent I, LLC 16-60050
Mid-Continent II, LLC 16-60051
Mid-Continent Holdings I, LLC 16-60052
Mid-Continent Holdings II, LLC 16-60053
Type of Business: Independent oil and natural gas company
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Victoria)
Judge: Hon. David R Jones
Debtors'
General
Bankruptcy
Counsel: Paul M. Basta, P.C.
Stephen E. Hessler, P.C.
Brian S. Lennon, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: paul.basta@kirkland.com
stephen.hessler@kirkland.com
brian.lennon@kirkland.com
- and -
James H.M. Sprayregen, P.C.
Joseph M. Graham, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
joe.graham@kirkland.com
Debtors'
Co-Counsel: Patricia B. Tomasco, Esq.
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
E-mail: ptomasco@jw.com
mcavenaugh@jw.com
jwertz@jw.com
Debtors'
Financial
Advisor: LAZARD FRERES & CO. LLC
Debtors'
Restructuring James A. Mesterharm
Advisor: ALIXPARTNERS
909 Third Avenue
New York, NY 10022
Tel: 212.490.2500
Fax: 212.490.1344
Debtors'
Claims, Notice,
and Balloting
Agent: PRIME CLERK LLC
Total Assets: $11.61 billion as of March 31, 2016
Total Debts: $8.27 billion as of March 31, 2016
The petitions were signed by Arden L. Walker, Jr., authorized
signatory.
List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilmington Trust Company LINN 7.75% $822,586,777
Attn: Mr. Steven M. Cimalore Senior
Rodney Square North Unsecured
1100 North Market Street Notes Due
WILMINGTON, DE 19890-1600 2021
Wilmington Trust Company LINN 8.625% $785,576,329
Attn: Mr. Steven M. Cimalore Senior
Rodney Square North Unsecured
1100 North Market Street Notes
WILMINGTON, DE 19890-1600 Due 2020
Wilmington Trust Company LINN 6.25% $600,725,693
Attn: Mr. Steven M. Cimalore Senior
Rodney Square North Unsecured
1100 North Market Street Notes Due
Wilmington, DE 19890-1600 2019
The Bank of New York Mellon Trust BERRY 6.375% $598,533,612
Company, N.A. Senior
Attention: General Counsel Unsecured
400 South Hope Street Notes Due
Suite 500 2022
Los Angeles, CA 90071
Wilmington Trust Company LINN 6.5% $580,244,371
Attn: Mr. Steven M. Cimalore Senior
Rodney Square North Unsecured
1100 North Market Street Notes Due
WILMINGTON, DE 19890-1600 2019
Wilmington Trust Company LINN 6.5% $399,130,446
Attn: Mr. Steven M. Cimalore Senior
Rodney Square North Unsecured
1100 North Market Street Notes Due
Wilmington, DE 19890-1600 2021
The Bank of New York Mellon Trust BERRY 6.75% $270,450,643
Company, N.A. Senior
Attention: General Counsel Unsecured
400 South Hope Street Notes Due
Suite 500 2020
Los Angeles, CA 90071
Baker Hughes Business Support Trade $939,021
Attention: General Counsel
2929 Allen Parkway, Suite 2100
HOUSTON, TX 77019-2118
Newfield Exploration Mid-Cont Inc. Joint Interest $930,368
Attention: General Counsel Billing
4 Waterway Square Place, Suite 100
The Woodlands, TX 77380
E-mail: aphouston@newfield.com
Conocophillips Company Joint Interest $692,940
Attention: General Counsel Billing
10 600 North Dairy Ashford
PO BOX 2197
Houston, TX 77252-2197
Pacific Gas and Electric Company Trade $606,626
Attention: General Counsel
1918 H ST
Bakersfield, CA 93301
Truitt Oilfield Maintenance Corp Trade $355,447
Attention: General Counsel
3700 Pegasus Dr Suite 100
Bakersfield, CA 93308
Weatherford Artificial Lift Systems Trade $354,337
LLC
Attention: General Counsel
17645 Nafcoat Ln
Sapulpa, OK 74066
Archrock Services, L P Trade $346,560
Attention: General Counsel
16666 Northchase Dr.
Houston, TX 77060
Kel-Tech Inc. Trade $332,895
Attention: General Counsel
3408 East Highway 158
Midland, TX 79706
Tel: 432-684-4700
Fax: 432-686-8000
E-mail: info@keltechinc.com
Burlington Resources Financial Joint Interest $330,585
Services Inc. Billing
Attention: General Counsel
5051 Westheimer, Suite 1400
Houston, TX 77056
EOG Resources Inc. Joint Interest $319,280
Attention: General Counsel Billing
PO BOX 4362
Houston, TX 77210-4362
Tel: 713-651-7000
E-mail: EOG_IR@eogresources.com
General Production Service Inc. Trade $299,058
Attention: General Counsel
1333 Kern St.
Taft, CA 93268
Tel: 661-765-5330
Fax: 661-765-4860
E-mail: gps@genprod.com
Xcel Energy Trade $291,123
Attention: General Counsel
414 Nicollet Mall
Minneapolis, MN 55401
Tel: 621-215-4535
E-mail: paul.ajohnson@xcelenergy.com
Complete Energy Services Trade $285,227
Attention: General Counsel
3333-I35 North, Building F
Gainesville, TX 76420
BP America Production Company Joint Interest $282,369
Attention: General Counsel Billing
501 Westlake Park Blvd
Houston, TX 77079
Tel: 281-366-2000
E-mail: bpconsum@bp.com
Kings Oil Tools Trade $256,033
Attention: General Counsel
724 Springs St
Paso Robles, CA 93446
Hudiburg Ford LLC Trade $235,780
NTS,INC. Trade $222,898
PCS Ferguson US Trade $176,869
Pioneer Well Services LLC Trade $171,239
Accelerated Environmental Services Inc. Trade $152,092
Whiting Oil & Gas Corporation Joint Interest $150,482
E-mail: info@whiting.com Billing
Select Energy Services,LLC Trade $144,198
R Construction Co. Inc. Trade $134,849
Signal Perfection Ltd Trade $115,171
Nalco Company Trade $112,074
MKS Services LLC Trade $109,527
FSP 1999 Broadway LLC Trade $108,521
Hudiburg Chevrolet Trade $107,224
Well Master Corporation Trade $105,899
E-mail: info@wellmaster.com
UCI Construction, Inc. Trade $105,329
Slawson Exploration Co Inc./OPR Joint Interest $98,788
E-mail: info@slawsoncompanies.com Billing
Global One Transport Inc. Trade $97,850
MCJunkin Red Man Corp. Trade $97,610
DCP Midstream LP Trade $97,187
E-mail: lwhuddleston@dcpmidstream.com
Watkins Construction Co. Inc. Trade $96,863
E-mail: info@watkinsconstruction.com
H Twenty Transportation, LLC Trade $95,544
UTE Oilfield Water Service, LLC Trade $95,171
Gonzo LLC Trade $90,756
E-mail: office@gonzoenergy.com
Pengo Wireline of California Trade $90,226
E-mail: mmoreau@casedholewellservices.com
DRILTEK Trade $89,865
E-mail: info@DRILTEK.com
Western Chemical LLC Trade $87,037
Merit Energy Company Joint Interest $84,759
Billing
Quality Well Service Inc. Trade $84,686
LINN ENERGY: Files for Bankruptcy With $8.27 Billion in Debt
------------------------------------------------------------
Faced with the expiration of the May 11, 2016 extension of the
going-concern default waivers under the first lien credit
facilities and the expiration of a grace period on May 15, 2016,
with respect to approximately $31 million of coupon payments on
Linn Energy unsecured notes, Linn Energy, LLC, LinnCo, LLC, Berry
Petroleum Company, LLC, et al., sought creditor protection in the
U.S. Bankruptcy Court for the Southern District of Texas to pursue
a comprehensive restructuring of their balance sheet.
The Debtors followed in the footsteps of more than 60 oil and gas
companies which filed for Chapter 11 in 2015 alone, including the
most recently Chaparral Energy, Energy XXI, Midstates Petroleum,
and Ultra Petroleum, as the oil and gas industry continues to
experience a severe economic crisis.
"Like many others in our industry, LINN has been impacted by
continued low commodity prices," according to Mark E. Ellis,
chairman, president and chief executive officer. "We believe that
these steps will provide us the financial flexibility to
successfully manage in the current commodity price environment and,
when combined with constructive agreements with our remaining
creditors and potential third party financing, will provide a
platform for future growth."
The Debtors expect their operations to continue in the ordinary
course throughout the Chapter 11 process.
In March 2016, Linn Energy and Berry filed their respective annual
reports on Form 10-K, which contained explanatory paragraphs from
their auditors regarding substantial doubt about their ability to
continue as going concerns, resulting in defaults under their first
lien credit agreements, subject to 30-day grace periods. After
extensive negotiations, on April 12, 2016, the LINN Debtors and
Berry entered into amendments to their first lien credit agreements
specifying that certain events, including the going concern
defaults, would not become defaults or events of default through
May 11, 2016. In exchange for its amendment, LINN Energy made a
$100 million permanent repayment of a portion of the borrowings
outstanding under its credit facility.
"Even if a further extension as to the going-concern default could
be obtained, given the imperative to conserve cash in the current
commodity price environment, the Debtors believed it would be
imprudent to make a large additional coupon payment on unsecured
debt to further forestall a chapter 11 restructuring," said Arden
L. Walker, Jr., chief operating officer of LINN Energy.
As disclosed in Court documents, the Debtors have approximately
$7.695 billion of funded debt outstanding as of the Petition Date,
comprising of: (a) approximately $5.962 billion of funded debt at
the LINN Debtors, including approximately $1.939 billion under a
first lien credit facility, $1 billion in second lien notes, and
$3.023 billion in unsecured notes; and (b) roughly $1.733 billion
of funded debt at Berry, including approximately $899 million under
a first lien credit facility and $834 million in unsecured notes.
Restructuring Support Agreement
The Debtors filed the Chapter 11 cases after reaching agreement on
a consensual restructuring with the holders of more than 66.67
percent by principal amount of debt outstanding under their two
separate credit facilities. The RSA provides the support of the
Debtors' senior creditors for a traditional plan of reorganization
and a take-back exit facility on highly-favorable terms while
substantially deleveraging the Debtors' balance sheets.
"We believe the Restructuring Support Agreement reflects the
confidence of our first lien lenders in the quality of our assets
and represents an important step forward for the Company. After
our review of the available options, with the assistance of our
financial and legal advisors, we determined that this court
supervised financial restructuring process is the best course of
action for the Company and our stakeholders," said Mr. Ellis.
The RSA, signed on May 10, 2016, contemplates one or more plans of
reorganization under which the LINN Debtors and Berry are
restructured as standalone companies.
The RSA provides a commitment from the Debtors' two senior creditor
bodies -- the LINN First Lien Credit Facility lenders and the Berry
Secured Revolving Credit Facility lenders -- to support a
substantial deleveraging of the Debtors' approximately $7.7 billion
capital structure. The LINN First Lien Credit Facility lenders
have agreed to an up to $2.2 billion LINN Exit Facility on
favorable terms to reorganized LINN and have agreed to the
consensual use of cash collateral at both the LINN Debtors and
Berry. The agreement to the LINN Exit Facility provides an
effectively fixed borrowing base on a $1.4 billion reserve-based
revolving credit facility with a borrowing base that is not subject
to aggregate reduction through maturity.
"This framework provides the Debtors with substantial flexibility
to negotiate a consensual plan of reorganization with holders of
LINN Second Lien Notes, LINN Unsecured Notes, and Berry Unsecured
Notes. Should that consensus not emerge, the RSA leaves the
Debtors well positioned to propose and prosecute a confirmable
Plan," Mr. Walker said.
First Day Motions
Contemporaneously with the petitions, the Debtors have filed a
number of "first day motions" seeking orders granting various forms
of relief intended to stabilize their business operations, minimize
the adverse effects of the commencement of these Chapter 11 cases,
facilitate the efficient administration of these Chapter 11 cases,
and expedite a swift and smooth restructuring of their balance
sheet. Specifically, the Debtors seek permission to, among other
things, pay employee obligations, prohibit utility providers from
discontinuing services, use existing cash management system, and
utilize cash collateral. A copy of the declaration in support of
the First Day Motions is available for free at:
http://bankrupt.com/misc/19_LINN_Declaration.pdf
About Linn Energy
Headquartered in Houston, Texas, Linn Energy, LLC and its
affiliates are independent oil and natural gas companies. The LINN
Debtors and Berry are operationally integrated.
The Debtors' workforce, which is not unionized, includes
approximately 1,650 employees. Collectively, as of year-end 2015,
the Debtors have approximately 27,000 gross productive wells in the
United States, including in California, Colorado, Illinois, Kansas,
Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas,
Utah, and Wyoming. As of year-end 2015, the Debtors had
approximately 4.5 trillion cubic feet equivalent of proved
reserves, of which approximately 26 percent were oil, 59 percent
were natural gas, and 15 percent were natural gas liquids. The
Debtors also own and operate pipelines, processing facilities, and
steam generators to support their production activities.
Michael C. Linn, a director on the Linn Energy and LinnCo boards,
founded LINN Energy in 2003. Since then, the Debtors have grown
from a small operator of natural gas wells into one of the largest
independent oil and gas companies in the United States. Over the
ensuing period, the Debtors carried out over 60 acquisitions and
other transactions with a total value of approximately $17
billion.
In December 2013, the Debtors acquired Berry in a stock-for-stock
transaction valued at approximately $4.6 billion, inclusive of
Berry's net funded debt. To effectuate the transaction, LinnCo
acquired all of Berry's outstanding shares in exchange for the
issuance of LinnCo shares, and Berry's pre-acquisition funded debt
remained outstanding.
Each of Linn Energy, LLC and 14 of its subsidiaries filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The
petitions were signed by Arden L. Walker, Jr., chief operating
officer of LINN Energy.
The Debtors listed total assets of $11.61 billion and total debts
of $8.27 billion as of March 31, 2016.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Jackson Walker
L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor,
AlixPartners as restructuring advisor and Prime Clerk LLC as
claims, notice and balloting agent.
The cases are pending joint administration before Judge David R.
Jones.
LUPATECH S.A.: Wants Court Relief to Aid Foreign Proceeding
-----------------------------------------------------------
Ricardo Doebeli, Foreign Representative for Lupatech S.A. and its
affiliated Debtors, asks the U.S. Bankruptcy Court for the Southern
District of New York, to grant final relief in aid of a foreign
proceeding, commenced in the Federative Republic of Brazil, pending
before the First Chamber of Bankruptcy, Judicial Recovery and
Arbitration Disputes of the Comarca Forum of Sao Paulo ("Foreign
Court").
Mr. Doebeli asks the Court to:
(1) grant the verified petitions in the Chapter 15 cases and
recognize the Foreign Proceeding as a foreign main proceeding;
(2) permanently enjoin all parties from commencing or taking
any action in the United States to obtain possession of, exercise
control over, or assert claims against the Debtors or their
property; and
(3) recognize and enforce the Judicial Recovery Plan of Grupo
Lupatech as it relates to the Debtors and the Foreign Court's order
approving, or homologating the Lupatech Brazilian Plan within the
territorial jurisdiction of the United States.
The Foreign Representative also seeks the Court's assistance in:
(a) authorizing and directing The Depository Trust Company
("DTC"), the Bank of New York Mellon, as Indenture Trustee ("3%
Notes Trustee") under the Indenture governing the 3% Notes ("3%
Notes Indenture"), and all brokers, nominees, noticing agents, and
DTC participants that hold the securities in “street name" on
behalf of the beneficial owners of the 3% Notes ("Noteholder
Representatives"; together with the DTC and the 3% Notes Trustee,
the "U.S. Intermediaries") to carry out any ministerial actions
that are required of them under the Lupatech Brazilian Plan, or
that are otherwise necessary and appropriate to consummate the
terms of the Lupatech Brazilian Plan; and
(b) granting certain protections to the U.S. Intermediaries in
the performance of their obligations under the Lupatech Brazilian
Plan, the Homologation Order, and the Proposed Order, all in
accordance with Sections 1507, 1521, 1525, 1527, and 105 of the
Bankruptcy Code.
The Foreign Representative cites the following, among others, as
basis for the relief that it seeks:
(1) The Foreign Proceeding is entitled to recognition as a
Foreign Main Proceeding. The Court has jurisdiction to recognize
the Foreign Proceeding and grant the relief requested, the Debtors
maintain property in the United States for purposes of section
109(a) of the Bankruptcy Code, and the venue is proper in the
Southern District of New York.
(2) The Cases are proper under Chapter 15 because:
(a) They concern a "foreign proceeding";
(b) They have been commenced by the Foreign
Representative, a duly authorized "foreign representative";
(c) The Chapter 15 Petitions and all required supporting
documentation were properly filed; and
(d) The relief sought by the Chapter 15 Petitions is
consistent with the objectives of chapter 15.
(3) The Foreign Proceeding is a "Foreign Main Proceeding"
under Sections 1502(4) and 1517(b)(1) of the Bankruptcy Code. The
center of main interests for each of the Debtors' enterprises is
located in Brazil. The Debtors are operationally and functionally
centered in the states of São Paulo, Rio de Janeiro, Rio Grande do
Sul and Bahia, Brazil, largely organized under centralized senior
management in the state of São Paulo, Brazil, and subject to
combined cash management and accounting functions, all of which are
based in the state of São Paulo, Brazil.
The Foreign Representative submits that the assistance requested is
necessary to effectuate the purpose of chapter 15 of the Bankruptcy
Code and to protect the interests of the Debtors' creditors, and
therefore fulfills the requirements of section 1521(a) of the
Bankruptcy Code. The Foreign Representative tells the Court that
entry of the Proposed Order will give clear direction and authority
under United States law to the U.S. Intermediaries to carry out the
requirements of the Lupatech Brazilian Plan in accordance with
Brazilian law, the Lupatech Brazilian Plan, the Homologation Order,
and the affirmative vote of the requisite majorities of the
Debtors' creditors.
Ricardo Doebeli, Foreign Representative for Lupatech S.A. and its
affiliated Debtors, is represented by:
Fredric Sosnick, Esq.
Randall Martin, Esq.
SHEARMAN & STERLING LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212)848-4000
Facsimile: (646)848-7174
E-mail: fsosnick@shearman.com
randy.martin@shearman.com
About Lupatech S.A.
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.
MARIE R. ALEXANDRE: Order Denying Bid to Stay Sale Reversed
-----------------------------------------------------------
Appellant Marie Alexandre appeals the Order denying her motion to
stay the clerk's issuance of a writ of possession and/or to set
aside a foreclosure sale following the entry of final judgment in a
foreclosure action.
The District Court of Appeal of Florida for the Fourth District
reversed the Order and remanded the case.
The court held that as the Appellant filed a petition for
bankruptcy before the foreclosure sale, the sale should not have
proceeded until the stay was lifted. Accordingly, the trial court
erred in denying Appellant's motion to set aside the sale and
everything that flowed from it.
A full-text copy of the Decision dated March 30, 2016 is available
at http://is.gd/nKBviXfrom Leagle.com.
The case is MARIE R. ALEXANDRE, Appellant, v. SCRIBNER VILLAGE
HOMEOWNERS ASSOCIATION, INC., UNKNOWN SPOUSE OF MARIE R. ALEXANDRE,
UNKNOWN TENANT IN POSSESSION #1 and UNKNOWN TENANT IN POSSESSION
#2, Appellees, No. 4D15-1514.
James Jean-Francois of Law Offices of James Jean-Francois, P.A.,
Hollywood, for appellant.
No appearance for appellee.
MARK TECHNOLOGIES: Case Converted to Chapter 7 Liquidation
----------------------------------------------------------
A federal judge has ordered the conversion of Mark Technologies
Corp.'s Chapter 11 case to a Chapter 7 liquidation.
Judge Wayne Johnson of the U.S. Bankruptcy Court for the Central
District of California granted the motion of the U.S. trustee to
convert the company's bankruptcy case to a Chapter 7 proceeding.
The U.S. trustee had asked for the conversion of the case last
month after Mark Technologies allegedly failed to insure its real
property and provide the bankruptcy watchdog with information about
its business.
The move had drawn support from a group of creditors led by EDF
Renewable Energy Inc., which sees the bankruptcy filing as an
attempt by the company to avoid the liquidation of its assets and
pay creditors.
In a court filing, Mark Technologies had denied the U.S. trustee's
allegations, saying the company was able to show a copy of the
insurance policy and comply with the agency's requirements.
Meanwhile, the company criticized the EDF-led creditors group,
saying it raised "entirely new issues" not related to those raised
by the U.S. trustee.
About Mark Technologies
Mark Technologies Corporation filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 16-12192) on March 11, 2016.
The petition was signed by Mark G. Jones, as president.
MTC's principal businesses are real property and alternative energy
development. MTC is a wholly-owned subsidiary of METC, Inc., a
California corporation, whose controlling shareholder and member of
the Board of Directors is Mark G. Jones, who is also the President
of MTC.
The Turoci Firm represents the Debtor as its general bankruptcy
counsel. The Hon. Wayne E. Johnson has been assigned the case.
MCK MILLENNIUM: Creditors Have Until May 25 to File Claims
----------------------------------------------------------
Creditors of MCK Millennium Centre Retail LLC have until the end of
this month to file their pre-bankruptcy claims against the
company.
Proofs of claim must be filed no later than the May 25 deadline
approved by the U.S. Bankruptcy Court for the Northern District of
Illinois, which oversees the company's bankruptcy case.
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.
About MCK Millennium
MCK Millennium Centre Retail LLC sought protection under Chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Illinois (Chicago) (Case No. 16-06369) on
February 25, 2016.
The petition was signed by William A Marovitz, member. The case is
assigned to Judge Jack B. Schmetterer.
The Debtor is represented by Jonathan D. Golding, Esq., and Richard
N. Golding, Esq., at The Golding Law Offices, P.C. The Debtor
hired Kraft Law Office as its special real estate counsel.
MCK MILLENNIUM: Schedules $16.2M in Assets, $9.5M in Debt
---------------------------------------------------------
MCK Millennium Centre Retail LLC disclosed $16,208,741 in assets
and $9,513,546 in liabilities in its latest schedules of assets and
liabilities:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $15,750,000
B. Personal Property $458,741
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims $9,300,000
E. Creditors Holding Unsecured
Priority Claims $0
F. Creditors Holding Unsecured
Non-priority Claims $213,546
-------------- --------------
TOTAL $16,208,741 $9,513,546
A copy of the company's schedules is available without charge at
https://is.gd/0F8aim
About MCK Millennium
MCK Millennium Centre Retail LLC sought protection under Chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Illinois (Chicago) (Case No. 16-06369) on
February 25, 2016.
The petition was signed by William A Marovitz, member. The case is
assigned to Judge Jack B. Schmetterer.
The Debtor is represented by Jonathan D. Golding, Esq., and Richard
N. Golding, Esq., at The Golding Law Offices, P.C. The Debtor
hired Kraft Law Office as its special real estate counsel.
MINT LEASING: Amends 8-K Report; Delays Filing of 2015 Form 10-K
----------------------------------------------------------------
The Mint Leasing, Inc., filed on April 25, 2016, disclosures on
Form 8-K disclosing several material agreements entered into
between the Company and third parties. In filing the Form 8-K, the
Company inadvertently included information considered confidential
by a Nissan North America, Inc. The Company believes there was a
reasonable and proper basis to make the disclosure as a materially
definitive agreement; nevertheless, it has agreed to amend its
prior filing at the request of Nissan. This Form 8-K/A was being
filed for the purposes of removing the previous disclosure of the
Nissan Fleet Agreement. In addition, the Form 8-K/A discloses that
the Company will not be able to file its Form 10-K for fiscal year
2015 by May 14, 2016, as previously disclosed, until such time the
Company has the financial resources to do so.
On March 4, 2016, The Mint Leasing North, Inc., a Texas corporation
and VJ Holdings, LLC, a Texas limited liability company, both of
which are related parties to Company by virtue of the Company's
controlling shareholder, Jerry Parish's, beneficial ownership in
each entity, entered into a First Amendment to Credit Agreement
with TCA Global Credit Master Fund, LP, a Cayman Islands limited
partnership. The First Amended Credit Agreement amended the terms
and conditions of the Credit Agreement closed on Feb. 9, 2015. The
terms and conditions of the Credit Agreement were disclosed on the
Company Form 10-Q for the quarter ending
Sept. 30, 2015. Unless otherwise amended in the First Amended
Credit Agreement, the Credit Agreement was ratified in all
respects.
Pursuant to the First Amended Credit Agreement, following the
partial prepayment by Jerry Parish in the amount of $500,000, the
parties ratified the amount due and owing to TCA under the Credit
Agreement and agreed to amend the maturity date of the Credit
Agreement to March 4, 2017.
In connection with and as consideration for the Advisory Fee under
the Credit Agreement, the Company had issued 1,739,130 shares of
restricted common stock (valued at the lowest weighted average
price per share of the Company's common stock on the five trading
days immediately prior to the execution date of the Credit
Agreement) to TCA, which number of shares was adjustable from time
to time (as described in the Credit Agreement), such that the total
shares issued to and sold by TCA would provide TCA an aggregate of
$400,000 in value. These shares were referred to as the "Advisory
Fee Shares" under the Credit Agreement. Pursuant to the First
Amended Credit Agreement, TCA has agreed to use its good faith and
commercially reasonable efforts to sell shares of its common stock
in the principal trading market, subject to any and all existing
restrictions. In the event TCA is able to sell any of the Advisory
Fee Shares, the net proceeds from such sales shall be credited
towards the $400,000 "Advisory Fee Obligation," which is
incorporated into the principal amount due set forth above. Upon
payment of the Advisory Fee Obligation, the balance of common stock
issued to TCA shall be returned to the Company's treasury.
TCA acknowledged in the First Amended Credit Agreement that the
Company had requested, and that TCA was amenable, to lending funds
to the Company, or an existing or future subsidiary of the Company,
in the principal amount of $2,000,000. TCA recognized in the First
Amended Credit Agreement that such financing could not be
consummated at the time of execution because of a variety of
conditions precedent thereto having not been satisfied, including
(a) settlement or disposition of the Company's litigation with
Raven Asset-Based Opportunity Fund I, LP against the Company and
Mint North, and (b) finalization of an agreed upon vehicle
financing relationship with any automobile manufacturer for the
purchase and leasing of vehicles through a recently formed
subsidiary of the Company - Mint Leasing America, Inc., a Texas
corporation. It is anticipated that the sole shareholder of Mint
America will be Jerry Parish, or his designee or assignee.
As a result of not being able to consummate new financing, TCA
agreed to deposit $2,000,000 into its counsel's escrow account.
These funds are not the property of the Company or Mint America,
and neither the Company nor Mint America have any lien rights over
the funds. The funds were deposited merely as a show of good
faith. Under the First Amended Credit Agreement, the Company
and/or Mint America have until Sept. 4, 2016, to structure a
mutually agreeable structure and lending relationship for
deployment of the $2,000,000. In the event the new financing is not
closed by Oct. 4, 2016, the escrowed funds shall be returned to
TCA.
In consideration for the First Amended Credit Agreement, Mint North
has agreed to pay TCA an additional advisory fee of $2,000,000.
The Company, and Jerry Parish and Susan Parish, have guaranteed
this fee. The fee is due on the earlier of the revised maturity
date of March 4, 2017, or default under the First Amended Credit
Agreement. The fee is due regardless of whether TCA proceeds with
the new financing addressed above.
Navigator Corporate Advisors
On April 11, 2016, The Mint Leasing, Inc. engaged Navigator
Corporate Advisors, and its principle, Todd Bartlett to prepare
financial statements, supporting notes to financial statements, and
other tasks in preparation and support for the Company's
independent public accountants. Mr. Bartlett had been the contract
Chief Financial Officer for the Company in 2015 through a
third-party vendor to the Company. Mr. Bartlett resigned as
contract chief financial officer in December of 2015 for lack of
payment by the Company. Mr. Bartlett has not released any claims
for payments associated with these past services.
The Company and Navigator agreed to a $10,000 engagement fee to be
paid upon execution; however, due to financial constraints and
other limitations, Navigator and the Company have agreed that
Navigator shall be paid in due course in light of the litigation
set forth herein, and that the failure of the Company to pay the
engagement fee does not constitute a waiver of the engagement fee
by Navigator.
Departure of Officer
In or about mid-December 2015, Todd Bartlett resigned as chief
financial officer due to the Company's financial limitations and
constraints caused by the Mint/Raven Litigation. As a result,
pursuant to Article IV, Section 2 of the Company's Bylaws, Jerry
Parish, as sole director on the Board of Directors, appointed
himself as Chief Financial Officer until such time a successor
could be appointed.
On Nov. 30, 2015, Raven Asset-Based Opportunity Fund I, LP filed
its lawsuit in the District Court of Harris County, Texas and the
Company, The Mint Leasing, Inc., a Texas corporation, The Mint
Leasing South, Inc. and Jerry Parish for breach of the Loan
Agreement between the Company and related parties identified in
this paragraph, and MNH Management, LLC. Raven is the assignee of
MNH. Raven is seeking damages in excess of $8,700,000 in the
complaint. Since inception of the Raven/Mint Litigation, the
Company's ability to deposit funds into its operating account from
the lockbox account controlled by Raven has been significantly
impaired resulting in the Company's inability to meet certain
financial obligations, including its obligation to maintain its
reporting requirements under the 1934 Exchange Act.
On Feb. 10, 2016, the Company filed its counterclaim against Raven,
and on March 8, 2016, Raven amended its pleadings to add claims
against Mint North. On April 4, 2016, the Court ordered a receiver
on the record, but the terms and conditions of the receivership and
no order has been entered by the Court on the receiver as of the
date of this filing. It is anticipated that any receivership order
will result in Raven's security in the Company's assets will be
controlled by the receiver with little to no oversight by
management.
The Company is of the opinion that its auditor's report on its 2016
financial statements will be expressing an opinion that substantial
doubt exists as to whether the Company can continue as an ongoing
business. The lack of revenues from operations to date caused by
the Raven/Mint Litigation raises substantial doubt about its
ability to continue as a going concern.
Failure to Timely File Annual Report on Form 10-K
Due to the aforementioned financial constraints, and more
specifically, the Raven/Mint Litigation, the Company has concluded
that it cannot file its annual report on Form 10-K until it has
sufficient resources to pay the costs and fees associated with the
filing. On March 30, 2016, the Company had retained new legal
counsel to file its Form 12b-25, and just recently retained the
services of Navigator. The Company has been experiencing
complications in operating as a going concern due to the Raven/Mint
Litigation.
The Company has its shares listed on the OTCQB Marketplace operated
by the OTC Markets Group. FINRA Rule 6530(e) prohibits brokers
from quoting the securities of a company that has failed to timely
file a required report three times in any 2-year period, or that
has had its securities removed from the OTC Bulletin Board
quotation service twice in a 2-year period for failing to file a
required report within 30 days of the filing deadline. Once a
company's securities are prohibited from being quoted on the OTC
Bulletin Board the company must timely file all required reports
for a period of one year before it can regain eligibility. The
late filing of the Company's annual report on Form 10-K might
result in the halting of trading of the Company's shares of common
stock, and might result in the Company being downgraded to shell
status, which in turn would result in restrictions on its common
stock and additional costs to the Company.
About Mint Leasing
Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.
Mint Leasing reported a net loss of $3.08 million in 2014,
following net income of $3.22 million in 2013.
As of Sept. 30, 2015, the Company had $11.1 million in total
assets, $13.3 million in total liabilities and a total
stockholders' deficit of $2.25 million.
Bankruptcy Warning
"We were notified on October 19, 2015, by Raven Asset-Based
Opportunity Fund I LP, the successor to MNH, that we were in
default of certain provisions of the Loan Agreement and Amended
Loan. Specifically, Raven alleged that we were in default because
of (a) our failure to timely make certain monthly payments under
the note owed to Raven, (b) our failure to repay certain required
overadvances due under the note, (c) our creation of indebtedness
to third parties without the approval of Raven, and (d) other
alleged defaults. At the same time, Raven declared a total amount
of approximately $7.0 million immediately due and payable under the
note (representing principal, interest, default interest and late
charges). We have not paid Raven the amounts owed to date and do
not have sufficient available cash available to make such payments.
Notwithstanding the above, Raven has not yet taken any action to
enforce their security interests which they hold over substantially
all of our assets (notwithstanding their option to do that at any
time), and we and Raven are currently in discussions regarding the
entry into a forbearance agreement. In the event we are unable to
agree to terms of a forbearance agreement with Raven, we may be
forced to seek bankruptcy protection and/or Raven may enforce its
securities interest, foreclose on our assets and take control and
ownership of substantially all of our assets in order to satisfy
amounts owed to Raven, any of which could result in the value of
our securities becoming worthless and/or us ceasing operations,"
the Company stated in its quarterly report for the period ended
Sept. 30, 2015.
MO'TREES LLC: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: Mo'Trees, LLC
380 Lurton St
Pensacola, FL 32505-5231
Case No.: 16-30442
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Northern District of Florida (Pensacola)
Judge: Hon. Jerry C. Oldshue Jr.
Debtor's Counsel: Richard Michael Colbert, Esq.
RICHARD M COLBERT PLLC
2717 Gulf Breeze Parkway
Gulf Breeze, FL 32563
Tel: 850-934-1003
Fax: 850-924-0503
E-mail: richardmcolbert@gmail.com
Total Assets: $8.78 million
Total Liabilities: $3.89 million
The petition was signed by James C. Moulton, manager.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb16-30442.pdf
MPH ACQUISITION: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings said that it placed all of its ratings,
including its 'B+' long-term corporate credit rating, on MultiPlan
Inc. and parent company MPH Acquisition Holdings LLC (collectively
MultiPlan) on CreditWatch with negative implications.
The CreditWatch placement follows MultiPlan's announcement that it
has reached a definitive agreement with Hellman & Friedman that
will give the private equity firm a majority stake in the company.
Hellman & Friedman is a private equity firm that has raised more
than $35 billion in committed capital since its founding in 1984.
Starr Investment Holdings LLC and Partners Group -- existing owners
since 2014 -- will retain minority investments in MultiPlan. Other
terms of the transaction were not disclosed.
"The CreditWatch placement reflects our limited information
regarding the details of the transaction at this time and our
resultant uncertainty regarding the transaction's effect on
MultiPlan's capital structure, cash flows, and credit-protection
measures," said S&P Global Ratings credit analyst Julie Herman. The
negative CreditWatch implications indicate that S&P could affirm or
lower the ratings following its review. S&P would expect any
potential rating downside to be limited to one notch. S&P's rating
outcome will primarily focus on financial policy and
credit-protection measure considerations relative to S&P's existing
expectations for the company.
S&P will monitor developments related to this transaction and
expect to resolve the CreditWatch listing shortly following a
review of the new financial sponsor's operating plans and financial
policy objectives, as well as MultiPlan's new capital structure.
MUNDO LATINO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mundo Latino Market Inc.
1272-1278 St. Nicholas Avenue
New York, NY 10033
Case No.: 16-11349
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN P.C.
3009 Ocean Pkwy
Brooklyn, NY 11235
Tel: 718-513-3145
Fax: (347) 342-2156
E-mail: alla@kachanlaw.com
Total Assets: $297,997
Total Liabilities: $1.34 million
The petition was signed by Kathryn N. Holler, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb16-11349.pdf
NATIONAL CINEMEDIA: Promotes Cliff Marks to President
-----------------------------------------------------
Clifford (Cliff) E. Marks has been promoted to president of
National CineMedia, Inc. and National CineMedia (NCM), LLC. A
14-year veteran with the company, Marks has been instrumental in
building NCM's business into the largest cinema advertising network
in the U.S. with 20,400 screens and nearly $450 million in annual
revenue.
Marks most recently served as president of sales and marketing with
NCM, and will continue to lead the Company's marketing, sales and
advertising division based in New York City. He joined NCM as an
original member of the Company's leadership team in 2002, when it
was then the Regal Entertainment Group media subsidiary known as
Regal CineMedia Corporation. Regal CineMedia became National
CineMedia in 2005 with the addition of AMC and later Cinemark as
founding member theater circuits, and today NCM's network also
includes over 40 top leading regional theater affiliates. Marks
was the visionary behind the creation and evolution of NCM's
groundbreaking movie pre-show, FirstLook -- the first to combine
entertainment content and advertising -- turning cinema into not
only a powerful sight-sound-and-motion medium, but a key premium
video option in today's fragmented media landscape.
"Cliff has played a tremendous role in shaping NCM from the very
beginning, and over the past 14 years he has successfully inspired
the sales team to new heights," said Andy England, chief executive
officer of NCM. "He is a true champion of cinema and has been a
driving force in the industry, firmly establishing NCM's place in
the premium video category. I'm proud to give Cliff the
recognition he deserves as the president of NCM, and look forward
to partnering with him as we continue to grow this great
business."
Before joining NCM, Marks was a 14-year veteran of ESPN/ABC Sports,
where as senior vice president he oversaw its $2.0 billion sales
organization. Marks was instrumental in developing vertically
integrated advertising packages for clients across multiple
platforms, including ABC Sports programming, ESPN, ESPN2, ESPN
Classic, ESPNews, ESPN.com, ESPN magazine, ESPN radio and ESPNZone
restaurants. From 1986 through 1989, Marks was an executive at The
Nashville Network. He began his career at prominent New York
advertising agencies Young & Rubicam (1985-86) and BBDO (1983-85).
He currently serves as a director on the Executive Board of the
Screen Advertising World Association (SAWA), and also serves on the
marketing committee of the International 3D Society. Marks has
also served several terms as president and chairman of the Cinema
Advertising Council (CAC).
About National CineMedia
National CineMedia, Inc., is the holding company of National
CineMedia, LLC. NCM LLC operates the largest digital in-theatre
network in North America, allowing NCM to distribute advertising,
Fathom entertainment programming events and corporate events under
long-term exhibitor services agreements with American Multi-Cinema
Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal
Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment
Group; and Cinemark USA, Inc., a wholly owned subsidiary of
Cinemark Holdings, Inc. NCM LLC also provides such services to
certain third-party theater circuits under "network affiliate"
agreements, which expire at various dates.
For the year ended Dec. 31, 2015, the Company reported net income
attributable to the Company of $15.4 million on $447 million of
revenue compared to net income of $13.4 million on $394 million of
revenue for the year ended Jan. 1, 2015.
As of Dec. 31, 2015, National Cinemedia had $1.08 billion in total
assets, $1.25 billion in total liabilities and a $171.7 million
total deficit.
* * *
As reported by the TCR on March 24, 2011, Standard & Poor's
Ratings Services raised its corporate credit ratings on
Centennial, Colorado-based National CineMedia Inc. and
operating subsidiary National CineMedia LLC (which S&P analyzes on
a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate
credit rating reflects S&P's expectation that NCM's EBITDA growth
will enable the company to continue to de-lever over the
intermediate term despite its aggressive dividend policy," said
Standard & Poor's credit analyst Jeanne Shoesmith.
NATIONAL EMERGENCY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: National Emergency Medical Services Association
fdba NEMSA
fdba National EMS Association
1211 L Street
Modesto, CA 95354
Case No.: 16-90401
Chapter 11 Petition Date: May 10, 2016
Court: United States Bankruptcy Court
Eastern District of California (Modesto)
Judge: Hon. Ronald H. Sargis
Debtor's Counsel: David C. Johnston, Esq.
DAVID C. JOHNSTON
1600 G Street, Suite 102
Modesto, CA 95354
Tel: 209-579-1150
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Torren K. Colcord, executive director.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
NEENAH ENTERPRISES: S&P Affirms 'B' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
and all other ratings on Neenah, Wis.-based Neenah Enterprises Inc.
and its subsidiary Neenah Foundry Co. The outlook is stable.
S&P revised its assessment of the company's financial risk profile
to significant from aggressive and our assessment of the company's
comparative rating analysis modifier to negative from neutral.
While this resulted in a slightly higher anchor score of 'b+', S&P
affirmed the corporate credit rating at 'B'.
"The stable outlook reflects our expectation that Neenah
Enterprises Inc. will maintain an adjusted debt-to-EBITDA ratio in
the 3x-4x range and will generate positive free operating cash flow
for the subsequent 12 months," said S&P Global Ratings analyst
James Siahaan. "We expect demand for its municipal products and
continuous operational improvements to help offset the sluggishness
in the company's industrial segment, which has been burdened by
weakened outlooks across its industrial customers."
S&P could lower the rating on Neenah if free operating cash flow
generation turns negative for consecutive quarters and
significantly decreases liquidity, or if its adjusted debt to
EBITDA exceeds 4x in subsequent quarters without clear prospects
for recovery. This threshold could be reached if demand in
industrial end-markets, specifically commercial vehicles, continues
to drag or if pricing pressures compress its margins by more than
200 basis points.
S&P could raise the rating over the next 12 months if Neenah
strengthens its business risk profile, allowing it to compete more
successfully in its end-markets. S&P would view increased product
diversification, expansion into new end-markets, and enhanced
profitability (reflected by low-to-mid-double-digit adjusted EBITDA
margins) as being the key drivers when considering an upgrade.
NO PLACE LIKE HOME: U.S. Trustee Forms Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 8 on May 11 appointed Cindy Estock to
serve on the official committee of unsecured creditors in the
Chapter 11 case of No Place Like Home Inc.
Cindy Estock may be reached at:
1774 Southaven Circle, North
Southaven MS 38671
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 No Place Like Home
No Place Like Home, Inc., based in Collierville, Tenn., filed a
Chapter 11 petition (Bankr W.D. Tenn. Case No. 15-31133) on
November 20, 2015. Hon. David S. Kennedy presides over the case.
E. Franklin Childress, Jr., Esq., and M. Ruthie Hagan, Esq., at
Baker, Donelson, Bearman, Caldwell & Berkowitz P.C., serve as
counsel to the Debtor. In its petition, the Debtor estimated $1
million to $10 million in assets and liabilities. The petition was
signed by John Flood, president.
OAKFABCO INC: Wants to File Chapter 11 Plan by Aug. 9
-----------------------------------------------------
The Hon. Jack B. Schmetterer was slated to consider at a hearing
May 12, 2016, the request of Oakfabco, Inc., for an extension of
the periods within which the Debtor has the exclusive right to file
and solicit acceptances of a Chapter 11 plan.
Oakfabco, Inc. seeks entry of an order extending its:
(i) exclusive right to file a chapter 11 plan through and
including August 9, 2016, and to solicit votes thereon
through and including October 4, 2016; and
(ii) deadline to file a chapter 11 plan and disclosure
statement through and including August 9, 2016.
Since the late 1980s, thousands of claimants have sought money
damages against the Debtor for personal injury and wrongful death
alleged as a result of exposure to
asbestos-containing products allegedly manufactured or sold by the
Debtor or a predecessor in interest. As of the Petition Date, the
Debtor estimated that there are approximately 3,400 active Asbestos
Claims and over 30,000 inactive Asbestos Claims outstanding against
the Debtor.
The Debtor is the policyholder under various insurance policies
that provide coverage for Asbestos Claims. Among the issuers of
such insurance are: (i) First State
Insurance Company, New England Reinsurance Company, and Twin City
Fire Insurance Company; (ii) Affiliated FM Insurance Company; and
(iii) American Casualty Company, Continental Casualty Company and
Columbia Casualty Compan.
After years of covering the Debtor's defense and indemnity costs
relating to the Asbestos Claims, the Settling Insurers advised the
Debtor prior to the Petition Date that coverage for defense costs
is or soon would be exhausted. Apart from insurance or insurance
settlement proceeds, the Debtor has no resources to defend any
Asbestos Claims. As a result, in consultation with its counsel,
the Debtor determined that it was in the best interests of the
Debtor and its asbestos-related creditors for the Debtor to
monetize its remaining insurance and commence this Chapter 11 Case
to effect a fair and efficient distribution to those creditors.
To that end, the Debtor conducted negotiations with the Settling
Insurers prior to filing this Chapter 11 Case. Those negotiations
resulted in three settlement agreements with the Settling Insurers
that, among other things, monetize the policies issued by the
Settling Insurers in the aggregate amount of $17,333,079.
The Debtor envisions a multi-step process to resolve existing
Asbestos Claims:
1. On September 11, 2015, the Debtor filed three motions
seeking orders authorizing and approving the Insurance
Settlement Agreements. On the same day, the Debtor also
filed a motion to schedule a hearing and establish notice
procedures with respect to the Insurance Settlement
Agreements.
2. After a hearing on the Insurance Settlement Motions and
assuming approval of the Insurance Settlement
Agreements, the Debtor intends to propose and seek
confirmation of a chapter 11 plan of liquidation that
will provide for the establishment of a liquidating
trust. Pursuant to the plan, the liquidating trust will
assume liability for all existing Asbestos Claims and
receive an assignment of the Settlement Proceeds (less
certain fees and expenses) and the Debtor's insurance
rights against other insurers that may have obligations
to the Debtor.
3. The liquidating trust, pursuant to certain trust
distribution procedures, will use its newly-acquired
assets to value, resolve, and pay existing Asbestos
Claims in a fair and efficient manner.
It is not the Debtor's intention to treat so-called future
asbestos-related claims or demands through this Chapter 11 Case.
Approval of the Insurance Settlement Agreements is a necessary
prerequisite to filing the Debtor's plan of liquidation because the
plan will be funded by the
Insurance Settlement Proceeds. The Court granted the Procedures
Motion and originally scheduled the hearing on the merits of the
Insurance Settlement Motions for April 22, 2016. The Debtor mailed
and published notice of this hearing to creditors and parties in
interest.
On March 29, 2016, the Committee filed a motion seeking additional
time in which it could file an objection to the Insurance
Settlement Motions and a rescheduled date for the hearing on the
merits. By Order entered on April 1, 2016, the Court extended the
date for the Committee to object until May 31, 2016 and adjourned
the hearing on the Insurance Settlement Motions until June 28,
2016.
The Debtor anticipates requiring an additional six weeks following
the approval of the Insurance Settlement Agreements to file its
plan of liquidation. Assuming the
Insurance Settlement Motions are granted in late June, the Debtor
would need until August to file a plan and disclosure statement.
On December 1, 2015, the Court entered an Order which extended the
Filing Exclusivity Period through May 20, 2016, and the Debtor's
Solicitation Period through July 19, 2016. This Order also
extended the Plan Deadline to May 20, 2016.
The Debtor said the current Exclusivity Periods and Plan Deadline
do not allow it sufficient time to first obtain approval of the
Insurance Settlement Agreements in light of the adjourned hearing
date of June 28, 2016 and then formulate, negotiate, and file its
plan of liquidation and disclosure statement.
Counsel to the Debtor:
REED SMITH LLP
Stephen T. Bobo, Esq.
10 S. Wacker Drive, 40th Floor
Chicago, IL 60606
Telephone: (312) 207-6480
Facsimile: (312) 207-6400
Email: sbobo@reedsmith.com
About Oakfabco, Inc.
Oakfabco, Inc, formerly known as Kewanee Boiler Corporation, has
not manufactured boilers since 1988 when it sold its Kewanee
boiler
business in an 11 U.S.C. Section 363 sale to Coppus Engineering
Corporation. In early 2009, it sold all of its remaining assets.
The Debtor has no employees, and, Frederick W. Stein is the
Debtor's sole officer and director. The Debtor's sole remaining
asset is its insurance, and it has no known liabilities other than
asbestos claims.
In January 1970, Kewanee Boiler Corp, then a newly-formed Illinois
Corporation, acquired the assets and debt of American Standard,
Inc.'s commercial boiler manufacturing division known as "Kewanee
Boiler." The boilers manufactured and sold by Kewanee Boiler were
insulated with asbestos.
Oakfabco sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
16-27062) on Aug. 7, 2015, to resolve its remaining asbestos
claims. Reed Smith LLP serves as counsel to the Debtor.
The Debtor estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 11, appointed four members to the
Asbestos Claimants' Committee in the Chapter 11 bankruptcy case of
Oakfabco Inc.
The Asbestos Claimants' Committee is represented by:
Frances Gecker, Esq.
Joseph D. Frank, Esq.
Micah R. Krohn, Esq.
FRANKGECKER LLP
325 North LaSalle Street, Suite 625
Chicago, IL 60654
Tel: (312) 276-1400
Fax: (312) 276-0035
E-mail: mkrohn@fgllp.com
PASSAIC HEALTHCARE: Cash Collateral Use Extended Through May 13
---------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey, approved the extension of Passaic
Healthcare Services, LLC, d/b/a Allcare Medical, et al.'s use of
cash collateral.
Judge Gravelle extended the term of the Final Cash Collateral Order
until the earlier of (i) May 13, 2016; or (ii) the closing of the
sale related to the order authorizing and approving Debtors' sale
of substantially all of Debtors' assets free and clear of liens,
claims and encumbrances dated April 27, 2016 in accordance with the
Cash Collateral Budget.
In the event the Sale closes on or before May 13, 2016, MidCap
Funding will pay to the Debtors the U.S. Trustee quarterly fees in
the amount of $7,000. In the event the U.S. Trustee quarterly fees
are less than $7,000, the remaining funds will be returned to
MidCap Funding by the Debtors.
Passaic Healthcare Services and its affiliated debtors are
represented by:
Joseph J. DiPasquale, Esq.
Thomas M. Walsh, Esq.
Joao F. Magalhaes, Esq.
TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
347 Mt. Pleasant Avenue, Suite 300
West Orange, NJ 07052
Telephone: (973)243-8600
E-mail: jdipasquale@trenklawfirm.com
twalsh@trenklawfirm.com
jmagalhaes@trenklawfirm.com
About Passaic Healthcare
Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services. Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.
Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and
Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in Galloping Hill
Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using
"Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.
Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31,
2014.
The case is assigned to Judge Christine M. Gravelle.
Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.
The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.
The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.
The U.S. Trustee for Region 3 appointed five creditors to serve on
the Official Committee of Unsecured Creditors. The Committee
tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax &
Advisory of New York, LLC as it financial advisors.
PENN VIRGINIA: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Penn Virginia Corporation 16-32395
Four Radnor Corporate Center, Suite 200
100 Matsonford Road
Radnor, PA 19087
Penn Virginia Holding Corp. 16-32396
Penn Virginia MC Corporation 16-32397
Penn Virginia MC Energy L.L.C. 16-32398
Penn Virginia MC Operating Company L.L.C. 16-32399
Penn Virginia Oil & Gas Corporation 16-32400
Penn Virginia Oil & Gas GP LLC 16-32401
Penn Virginia Oil & Gas LP LLC 16-32402
Penn Virginia Oil & Gas, L.P. 16-32403
Type of Business: Penn Virginia Corporation, together with its
debtor affiliates, is an independent oil and gas
company engaged in the onshore exploration,
development and production of oil, natural gas
liquids and natural gas. The Debtors' recent
operations consist primarily of drilling
unconventional horizontal development wells in
the Eagle Ford Shale in South Texas. They also
have less significant operations in Oklahoma,
primarily the Granite Wash.
Chapter 11 Petition Date: May 12, 2016
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Hon. Keith L. Phillips
Debtors'
General
Bankruptcy
Counsel: Edward O. Sassower, P.C
Joshua A. Sussberg, P.C
Brian E. Schartz, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: edward.sassower@kirkland.com
joshua.sussberg@kirkland.com
brian.schartz@kirkland.com
- and -
James H.M. Sprayregen, P.C.
Justin R. Bernbrock, Esq.
Benjamin M. Rhode, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
justin.bernbrock@kirkland.com
benjamin.rhode@kirkland.com
Debtors'
Local
Counsel: Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
KUTAK ROCK LLP
Bank of America Center
1111 East Main Street, Suite 800
Richmond, Virginia 23219
Tel: (804) 644-1700
Fax: (804) 783-6192
E-mail: Michael.Condyles@KutakRock.com
Peter.Barrett@KutakRock.com
Jeremy.Williams@KutakRock.com
Debtors'
Investment
Banker: JEFFERIES LLC
Debtors'
Restructuring
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Tax Advisor: KPMG LLP
Debtors'
Notice,
Claims &
Balloting
Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC
Total Assets: $517.70 million as of December 31, 2015
Total Debts: $1.43 billion as of December 31, 2015
The petitions were signed by Seth R. Bullock, authorized
signatory.
List of Debtor's 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilmington Savings Fund Society, 2020- 8.5% $809,767,361
FSB Notes
Attn: Pat Healey
500 Delaware Avenue
Wilmington, DE 19801
Tel: 302-792-6000
Fax: 302-421-9137
E-mail: PHEALY@WSFSBANK.COM
Wilmington Savings Fund Society, 2019- 7.25% $312,445,833
FSB Notes
Attn: Pat Healey
500 Delaware Avenue
Wilmington, DE 19801
Tel: 302-792-6000
Fax: 302-421-9137
E-mail: PHEALY@WSFSBANK.COM
Patterson-UTI Drilling Co LLC Trade Debt $1,711,590
Attn: Seth D. Wexler
General Counsel & Secretary
450 Gears Road , Ste 500
Houston, TX 77067
Tel: 361-576-6896
Fax: 281-765-7175
E-mail: SWEXLER@FULBRIGHT.COM
Wadeco Specialties Inc. Trade Debt $453,949
Attn: Cody Vogler
Chief Financial Officer
8115 W Industrial Ave
Odessa, TX 79765
Tel: 432-563-4340
Fax: 432-563-4342
E-mail: BILLING@WADECOSPECIALTIES.COM
Jones Day Trade Debt $423,686
Attn: Nancy Mackimm
Partner-in-Charge
717 Texas, Suite 3300
Houston, TX 75201
Tel: 832-239-3939
Fax: 832-239-3600
E-mail: NMACKIMM@JONESDAY.COM
Stevens Tanker Division LLC Trade Debt $386,634
Attn: Chief Financial Officer
9757 Military Parkway
Dallas, TX 75227
Tel: 972-216-9000
Fax: 214-647-5160
E-mail: AKENNEDY@STEVENTRANSPORTATION.COM
GO West Logistics LLC Trade Debt $283,675
Attn: Chief Financial Officer
110 S Main Street
Moulton, TX 77975
Tel: 361-596-4655
Fax: 855-563-3114
E-mail: ACCOUNTING@GOWESTLOGISTICS.COM;
RTHOMAS@GOWESTLOGISTICS.COM
Wrangler Trucking LLC Trade Debt $275,506
Attn: Chief Financial Officer
726 N Avenue D
Shiner, TX 77984
Tel: 361-594-8275
Fax: 512-366-9811
E-mail: WRANGLERTRUCKING@GMAIL.COM
American Midstream (Lavaca) LLC Trade Debt $275,286
Attn: Bill Mathews
General Counsel & Secretary
1400 16th Street Suite 310
Denver, CO 80202
Tel: 303-942-2349
Fax: 713-815-3998
E-mail: CBILBERRY@AMERICANMIDSTREAM.COM
ACCOUNTSPAYABLE@AMERICANMIDSTREAM.COM
Enertia Software Trade Debt $227,433
Refinery Specialties Inc. Trade Debt $225,800
H & A Construction LLC Trade Debt $191,082
E-mail: OFFICE@H-ACONSTRUCTION.COM
Radnor Center Associates Trade Debt $169,882
E-mail: Remit@BDNREIT.COM
Nzone Guidance LLC Trade Debt $150,290
Memorial City Towers Ltd. Trade Debt $134,740
Chesapeake Operating Inc. Trade Debt $81,929
Pioneer Well Services Trade Debt $78,880
E-mail: CREDITDEPARTMENT@PIONEERES.COM
3 ES Innovation Inc. Trade Debt $72,000
E-mail: INFO@3ESI-ENERSIGHT.COM
GO West Transportation & Trade Debt $64,319
Storage LLC
E-mail: RTHOMAS@GOWESTLOGISTICS.COM
EMK3 Trade Debt $56,831
E-mail: TCOULTER@EMK3.COM
Priority Artificial Lift Svcs LLC Trade Debt $44,289
E-mail: ADUPLECHIN@PRIORITYENERGYLLC.COM
IHS Global Inc. Trade Debt $43,632
E-mail: CUSTOMERCARE@IHS.COM
Fesco LTD Trade Debt $33,657
E-mail: STEVE.FINDLEY@FESCOINC.COM
Smart Freight Funding LLC Trade Debt $33,335
E-mail: support@smartfreightfunding.com
Total Energy Solutions LLC Trade Debt $32,475
E-mail: ASHLEYD@TOTALENERGYSOLUTIONS.NET
Marathon Oil EF LLC Trade Debt $32,365
E-mail: MEDIARELATIONS@MARATHONOIL.COM
A2D Technologies Inc. Trade Debt $30,000
Coastal Flow Field Services Inc. Trade Debt $23,333
E-mail: CFMINFO@COASTALFLOW.COM
Shareholders.com Trade Debt $21,729
E-mail: NOCS.BILLING@NASDAQ.COM
IOS/Inspection Oilfield Services Trade Debt $21,437
E-mail: JARCENEAUX@IOSINSPECTION.COM
REM Torque Test Inc. Trade Debt $21,319
GE Oil & Gas Pressure Control LP Trade Debt $20,013
Tillman & Associates Consulting LLC Trade Debt $18,740
E-mail: BTILLMAN@TILLMANCONSULTING.COM
Coastal Chemical Co LLC Trade Debt $17,321
J & S Water Wells Trade Debt $17,062
E-mail: monterichardsome@me.com
Lone Star Tank Rental Trade Debt $15,315
E-mail: INFO@LONESTARTANK.COM
TEQSYS Inc. Trade Debt $14,925
E-mail: SALES@TEQSYS.COM
Fitzpatrick Tubing Services Trade Debt $14,750
E-mail: INFO@FITZPATRICKTUBING.COM
Cavalry Solutions LLC Trade Debt $14,430
E-mail: call@cavalry.solutions
NOV Trade Debt $13,532
E-mail: NOVTUBOSCOPEMX@NOV.COM
Ganem & Kelly Ssurveying Inc. Trade Debt $12,620
E-mail: MELGIN@GKSURVEYING.COM
Swabbing Johns Inc. Trade Debt $12,463
E-mail: JOHNCHAPPELL@COMCAST.NET OR
JCHAPPELL@VALORNET.COM
Texperts Inc. Trade Debt $12,364
E-mail:GSAUMWEBER@TEXPERTSINC.COM
Apex Remington Inc. Trade Debt $12,183
Excalibur Rentals Inc. Trade Debt $10,976
E-mail: A.POZZI@EXCALIBURRENTALS.COM
ACME Truck Line Inc. Trade Debt $9,943
E-mail: CREDIT@ACMETRUCK.COM
Great Texas Compression LLC Trade Debt $9,800
E-mail: INFO@GREATTEXASCOMPRESSION.COM
Dnow LP Trade Debt $9,278
E-mail: PHILLIP.GOODWIN@DNOW.COM
Enable Products LLC Trade Debt $9,214
Martin Electric Company Inc. Trade Debt $8,858
PERFORMANCE SPORTS: May 17 Class Action Lead Plaintiff Deadline
---------------------------------------------------------------
Law Offices of Howard G. Smith reminds investors of the upcoming
May 17, 2016 deadline to file a lead plaintiff motion in the class
action filed on behalf of a class (the "Class") of investors who
purchased Performance Sports Group Ltd. ("Performance Sports Group"
or the "Company") securities between August 27, 2015 and March 7,
2016, inclusive (the "Class Period"). Investors that have suffered
losses on their investment in Performance Sports Group securities
and wish to take an active role in this lawsuit are encouraged to
contact Howard G. Smith, Esq.
The complaint alleges that the Company failed to adequately inform
investors that material issues to Performance Sports Group's
revenue growth and profitability were looming; as a result of
several customer bankruptcies that shrunk the retail outlets for
the Company's sports products.
The true nature of the Company's financial health came to light on
March 8, 2016, when the Company issued a press release disclosing
that the Company had revised its fiscal year 2016 Adjusted EPS
guidance by approximately $0.55 per share from $0.66 to $0.69 per
diluted share to approximately $0.12 to $0.14 per diluted share.
The Company attributed the reduced guidance to a write down of the
receivable balance from a national sporting goods retailer that has
filed for bankruptcy protection; an anticipated reduction in sales,
particularly due to weakness in the baseball/softball market; and
additional bad debt reserves primarily for certain U.S. hockey
customers and the related anticipated loss of sales from such
customers. On this news, the Company's shares fell $5.75 per
share, or 66.4%, to close at $2.91 on March 8, 2016, thereby
injuring investors. And, on March 22, 2016, the Company's CEO,
Kevin Davis, resigned from his position amid alleged disagreements
with the Company's Board of Directors.
If you purchased Performance Sports Group shares, you may move the
Court no later than May 17, 2016 to request appointment as lead
plaintiff. To be a member of the class you need not take any
action at this time; you may retain counsel of your choice or take
no action and remain an absent member of the Class. If you wish to
learn more about this action, or if you have any questions
concerning this announcement or your rights or interests with
respect to these matters, please contact Howard G. Smith, Esquire,
of Law Offices of Howard G. Smith, 3070 Bristol Pike, Suite 112,
Bensalem, Pennsylvania 19020 by telephone at (215) 638-4847,
toll-free at (888) 638-4847, or by email to
howardsmith@howardsmithlaw.com or visit our website at
http://www.howardsmithlaw.com
Headquartered in Exeter, New Hampshire, Performance Sports Group
Ltd. is engaged in the design, manufacture and distribution of
performance sports equipment for ice hockey, roller hockey,
baseball and softball, lacrosse, as well as related apparel and
accessories, including soccer apparel. The Company's segments
include Hockey, Baseball/Softball and Other Sports. The Hockey
segment includes the Bauer and Mission brands.
* * *
As reported by the Troubled Company Reporter on April 25, 2016,
Standard & Poor's Ratings lowered its corporate credit rating on
Exeter, N.H.-based sports equipment company Performance Sports
Group Ltd. to 'CCC+' from 'B-'. The outlook is negative.
At the same time, S&P lowered the issue-level rating on PSG's $450
million term loan due 2021 to 'CCC+' from 'B-'. The recovery
rating was revised to '4', indicating S&P's expectations for
average recovery (30% to 50%), at the lower half of the range, in
the event of a payment default, from '3'.
"The downgrade reflects our expectation that profitability and
credit metrics will remain weak as a result of lower sales
resulting from a strengthened U.S. dollar, weakened economic growth
in its key international hockey markets, and troubled retail
customers," said Standard & Poor's credit analyst Bea Chiem.
PETROCHOICE HOLDINGS: S&P Retains 'B+' Rating on 1st Lien Loan
--------------------------------------------------------------
S&P Global Ratings said that its 'B+' issue-level rating on
Pennsylvania-based PetroChoice Holdings Inc.'s existing first-lien
term loan and 'CCC+' issue-level rating on the second-lien term
loan are unchanged following $30 million add-ons to each of these
facilities. The recovery rating on the first-lien term loan
remains '2', indicating S&P's belief that lenders could expect
substantial (in the lower half of the 70% to 90% range) recovery in
the event of payment default or bankruptcy. The recovery rating on
the second-lien term loan remains '6', indicating S&P's belief that
lenders could expect negligible (0%-10%) recovery.
All of S&P's other ratings on the company, including the 'B'
corporate credit rating, are also unchanged by this transaction.
The outlook remains stable. Pro forma for the transaction, total
debt outstanding is about $395 million.
PetroChoice is a regional consumable lubricants distributor that
also provides value-added lubrication solutions to its customers,
which include industrial manufacturers, commercial fleet service
centers, auto dealerships, and auto service centers. S&P's ratings
reflect its view that although the company is the largest
competitor in a very fragmented industry, its market share is
small, with regional and narrow focus on lubricant distribution.
S&P also believes supplier concentration is a risk as the company
sources the vast majority of its supplies from Exxon Mobil. In
addition, S&P expects PetroChoice's earnings will be subject to
economic downturns as it makes more than 50% of sales to the
industrial manufacturing and commercial fleet sectors, which S&P
believes to be somewhat cyclical. S&P believes the company can
continue to gain market share as it acquires new territories and
grow margins as it builds route density in its key markets. S&P
projects the company to grow sales and profits after the
acquisition of Universal Lubricants, and to generate positive free
cash flows. This should allow the company to modestly reduce debt
to EBITDA to around mid-6x area over the next year.
RATINGS LIST
PetroChoice Holdings Inc.
Corporate credit rating B/Stable/--
Ratings Unchanged
PetroChoice Holdings Inc.
Senior secured
First-lien term loan due 2022 B+
Recovery rating 2L
Revolver due 2020 B+
Recovery rating 2L
Second-lien term loan due 2023 CCC+
Recovery rating 6
PODS LLC: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed PODS LLC's Corporate Family
Rating (CFR) at B2 and downgraded the company's Probability of
Default (PDR) to B3-PD from B2-PD following the company's
announcement that it would be increasing its first lien term loan
by $170 million. Concurrently, Moody's downgraded the ratings of
the company's $50 million revolving credit facility and $456
million first lien term loan to B2 from B1 to reflect the impact of
the firm's modified capital structure. The rating outlook is
stable.
The proceeds of the incremental term loan will be used to repay the
entire $150 million second lien term loan and approximately $9
million outstanding on the revolving credit facility, with the
balance used to pay fees and fund general corporate purposes. Upon
the close of the transaction, Moody's will withdraw the Caa1 second
lien term loan rating.
RATINGS RATIONALE
Moody's lowered the first lien term loan and revolver ratings to B2
to reflect the elimination of the loss absorption cushion in the
capital structure provided by the second lien term loan, without
which the first lien and revolver are in a first loss position. In
addition, Moody's lowered the PDR to reflect the higher probability
of default but lower expected loss given the all first lien rank
structure consistent with Moody's Loss Given Default Methodology.
The B2 CFR and stable outlook incorporate Moody's expectation of
continued revenue growth as the PODS concept expands further in the
moving and storage industry. As well, the rating reflects the
anticipated benefits from the full integration of recently acquired
franchises and the favorable financial impact of their operational
results and associated cost savings.
Moody's believes the portable moving and storage idea is an
efficient and useful market concept with above GDP growth
potential. PODS maintains the largest number of portable storage
containers; however, certain companies in the moving and storage
industries are attempting to compete, some of which aim to
replicate the PODS offering to some degree. Balanced against the
attractive revenue trajectory and market outlook, the company will
have a high pro forma debt burden of 5.5 to 6.0 times Debt/EBITDA
(estimated on a Moody's adjusted basis).
The stable outlook reflects Moody's expectation over the next 12-18
months for revenue growth in the high single-digits, and operating
margins increasing to 16%-17% as the franchise roll-up strategy
bears fruit.
The ratings could be downgraded if Debt/EBITDA increases above
6.5x, if free cash flow becomes negative or if EBIT/Interest
approaches 1x. A weakening of liquidity, signaled by a sustained
long-term draw under the company's revolving credit facility, would
also create negative rating pressure.
Moody's could consider upgrading PODS' ratings if, among other
things, the company's Debt/EBITDA were to decline below 5.5x on a
sustained basis, if FFO/Debt were to exceed 20%, and if
EBIT/Interest were to exceed 2x, along with maintenance of a solid
liquidity profile.
The following rating was affirmed:
Corporate Family Rating at B2
The following ratings were downgraded:
Probability of Default Rating to B3-PD from B2-PD
First lien revolving facility to B2 (LGD3) from B1 (LGD3)
First lien term loan to B2 (LGD3) from B1 (LGD3)
The following rating was withdrawn:
SGL-2
PODS® provides residential and commercial services in the moving
and storage industry in 46 US states, Canada, Australia and the UK.
Founded in 1998, the PODS network has completed more than 500,000
long-distance moves, exceeded 2 million deliveries and has more
than 160,000 PODS containers in service. Annual revenue was $426
million in 2015. PODS is owned by the Ontario Teachers' Pension
Plan and has its headquarters in Clearwater, Florida.
POLLYANNA PROPERTIES: Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: Pollyanna Properties LLC
5237 Newcastle Lane
Calabasas, CA 91302
Case No.: 16-11430
Chapter 11 Petition Date: May 11, 2016
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Maureen Tighe
Debtor's Counsel: Matthew D Resnik, Esq.
SIMON RESNIK HAYES LLP
510 W 6th St, Ste 1220
Los Angeles, CA 90014
Tel: 213-572-0800
Fax: 213-572-0860
E-mail: matt@srhlawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Douglas James Reed, managing member.
The Debtor listed James Nasser as its largest unsecured creditor
holding a claim of $4,216.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb16-11430.pdf
POSTROCK ENERGY: More Info Needed to Assess Debtors' Motions
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of PostRock Energy Corporation, et al., submitted to the U.S.
Bankruptcy Court for the Western District of Oklahoma an initial
response to the Debtors' Cash Collateral Motion, Employee Motion
and Royalty/JIB/Lien/Tax Motion.
The Creditors Committee contends that certain relief requested by
the Debtors in the Motions is objectionable.
The Committee relates that with regard to the Cash Collateral
Motion, it has initial concerns relating to the following, among
others:
(a) The Lenders should not be granted adequate protection
postpetition replacement liens or super-priority claims on
previously unencumbered assets, including chapter 5 causes of
action or on the proceeds thereof, and any final order should state
that such liens and claims are limited to the actual and
established diminution in value of the Lenders' collateral from and
after the Petition Date.
(b) The Lenders should not restrict the usage of cash
collateral related to the Committee's investigation respect to the
scope, nature, priority and extent of the Lenders' liens and
security interests.
(c) Any budget must provide for sufficient funding of
administrative costs of the Chapter 11 cases so that the Chapter 11
cases are not rendered administratively insolvent.
The Official Committee contends that with regard to the Employee
Motion and the Royalty/JIB/Lien/Tax Motion, it requires additional
information to fully understand the nature of the payments for
which the Debtors have requested authorization.
The Committee believes that current approval of the Motions on a
final basis may permanently prejudice the rights of general
unsecured creditors. The Committee requests that the Court either
(a) adjourn the hearings on the Motions or, alternatively, (b)
limit any further orders to further interim relief only and without
prejudice to the Committee or the estates, with a final hearing to
take place on a later date.
The Official Committee of Unsecured Creditors is represented by:
Larry G. Ball, Esq.
HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C.
100 North Broadway, Suite 1700
Oklahoma City, OK 73102-8820
Telephone: (405)553-2826
E-mail: lball@hallestill.com
- and -
Sharon L. Levine, Esq.
Paul Kizel, Esq.
Wojchiech F. Jung, Esq.
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, NJ 07068
Telephone: (973)597-2500
E-mail: slevine@lowenstein.com
Wjung@lowenstein.com
pkizel@lowenstein.com
About PostRock Energy Corporation
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma. The Debtors have
approximately 129 employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016.
Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up
to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel.
Judge Sarah A. Hall is assigned to the cases.
QUANTUM FOODS: Committee Asks Court to Appoint Mediator
-------------------------------------------------------
Quantum Foods LLC's official committee of unsecured creditors has
asked the U.S. Bankruptcy Court in Delaware to appoint a mediator
in connection with a case it filed against Greater Omaha Packing
Co., Inc.
The move came after Greater Omaha did not agree with the three
mediators that the committee proposed, according to a court
filing.
About Quantum Foods
Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum
Foods, LLC -- http://www.quantumfoods.com/-- provides protein
products made from beef, poultry and pork.
Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business.
The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.
Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel. City
Capital Advisors is the investment banker. FTI Consulting, Inc.
also serves as advisor. BMC Group is the claims and notice agent.
The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee has retained Triton Capital Partners, Ltd. as financial
advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq.,
Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert
C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel.
Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.
RYERSON INC: Moody's Hikes Corp. Rating to B3 from Caa1
-------------------------------------------------------
Moody's Investors Service upgraded Ryerson Inc.s (Ryerson)
corporate family rating to B3 from Caa1, its probability of default
rating to B3-PD from Caa1-PD, its senior secured note rating to
Caa1 from Caa2 and its senior unsecured note rating to Caa2 from
Caa3. At the same time, Moody's assigned a Caa1 rating to Ryerson's
proposed $650 million senior secured notes. The ratings outlook is
stable.
The ratings upgrades reflect the substantial improvement in
Ryerson's credit profile over the past 15 months and the
expectation the positive trend will continue in the near term. It
also assumes the company is able to complete its proposed senior
secured note offering and push out its near term debt maturities.
The proceeds from the new senior secured notes will be used to
redeem the company's existing $570 million senior secured notes due
2017 and to redeem the majority of the $145 million senior
unsecured notes due 2018. The ratings on Ryerson's existing senior
secured notes will be withdrawn when the refinancing is completed.
The following ratings were affected in this rating action:
Upgrades:
Corporate family rating, upgraded to B3 from Caa1;
Probability of default rating, upgraded to B3-PD from Caa1-PD;
Senior secured notes due 2017, upgraded to Caa1 (LGD 4) from Caa2
(LGD 5)
Senior unsecured notes due 2018, upgraded to Caa2 (LGD 6) from Caa3
(LGD 6)
Outlook Actions:
Stable
Assignments:
Senior secured notes due 2022, Caa1 (LGD 4)
Unchanged:
Speculative Grade Liquidity Rating, unchanged at SGL-3
RATINGS RATIONALE
Ryerson's B3 corporate family rating reflects its elevated
leverage, low interest coverage, weak return on assets, volatile
profit margins, its acquisitive history and the cyclicality and
competitiveness of the metals distribution sector. The rating is
supported by the company's size and scale, product and customer
diversification, modest capital spending requirements, adequate
liquidity, and the countercyclical nature of its working capital
investment.
Ryerson's credit metrics have strengthened considerably over the
past 15 months despite material weakness in its product pricing and
lackluster demand from the end markets it serves, including
industrial and heavy equipment and oil & gas. Its average product
price declined by about 7% and its tons sold by 6% in 2015.
However, the company's operating performance was supported by LIFO
(last in first out) inventory accounting as it benefitted from LIFO
income in 2015 versus LIFO expense in 2014. As a result, it
produced adjusted EBITDA of $142 million in 2015 versus $126
million in 2014. Ryerson paid down about $225 million of debt
during 2015 due to substantial free cash flow supported by reduced
investments in working capital. This exemplified the
countercyclical working capital cash flows of the distribution
business models and Ryerson's ability to effectively manage its
inventories, which provides support to Ryerson's credit profile.
Ryerson's operating performance has begun to strengthen in 2016 due
to market share gains and expanding profit margins as its cost of
materials sold decreased at a faster pace than its revenue per ton.
The company attributed its share gains to investments in new
processing capabilities and taking share from smaller competitors
with less financial flexibility. This resulted in substantially
improved operating results in the first quarter. The combination of
reduced debt and improved operating results has led to stronger
profitability and credit metrics. Ryerson's adjusted leverage ratio
(debt/EBITDA) declined to 6.4x in March 2016 from 8.6x in December
2014 while its operating profit margin rose to 4.5% from 3.5%. We
expect these metrics to strengthen further in 2016 since the
company's operating performance is expected to significantly
improve driven by materially higher product prices. Ryerson's
product prices have begun to strengthen materially along with
rising carbon steel, stainless steel and aluminum prices.
Ryerson has an adequate liquidity profile with an unrestricted cash
balance of $75 million and borrowing availability of $240 million
as of March 31, 2016. Ryerson had $250 million of borrowings on its
$1 billion revolver and $16 million of letters of credit issued.
The senior secured revolving credit facility matures on July 24,
2020 or 60 days prior to the stated maturity of any outstanding
indebtedness with a principal amount of $50 million or more.
Therefore, the revolver currently matures 60 days prior to October
15, 2017, but will move out to 60 days prior to October 15, 2018 if
the proposed refinancing is completed.
“Ryerson's stable outlook presumes the company will carefully
balance its leverage and other credit metrics with its growth
strategy. The outlook also reflects our view that product pricing
will strengthen and end market demand will be relatively stable in
the near term, which should allow Ryerson to achieve improved
credit metrics while sustaining sufficient liquidity.”
An upgrade of Ryerson's ratings is not likely in the near term, but
would be considered if it achieves a material reduction in debt
levels while maintaining adequate liquidity and interest coverage.
Ryerson's rating could be favorably impacted should the company
sustain a leverage ratio below 5.0x and interest coverage above
2.0x.
Ryerson's ratings could come under pressure if metals pricing and
end market demand soften, or if debt financed acquisitions or
shareholder dividends result in the company's leverage ratio rising
above 6.5x on a sustained basis or its interest coverage declining
to less than 1.0x. The ratings could also be negatively impacted by
an erosion of Ryerson's liquidity.
Ryerson Holding Corporation, through various operating
subsidiaries, is the second largest metals service center company
in North America, with over 90 locations in the US, Canada and
Mexico. The company also has six locations in China. Ryerson
provides a full line of carbon steel, stainless steel and aluminum
products to more than 40,000 customers in a broad range of end
markets. The company generated revenues of approximately $3.0
billion for the 12-month period ended March 31, 2016. Ryerson is
controlled by Platinum Equity, which owns about 66% of its
outstanding common stock.
SAMUEL E. WYLY: Texas Court Finds Billionaire Guilty of Tax Fraud
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, following a trial that commenced in January this
year held that Samuel Evans Wyly committed tax fraud.
In its May 10, 2016 memorandum opinion, the Court held that "it
does not believe that the law permits Sam to hide behind others and
claim not to have known what was going on around him. This Court
has taken its responsibility to sift through the mountains of
evidence presented here seriously; it had the benefit of seeing the
witnesses and evaluating their credibility and it spent countless
hours reviewing the documents introduced into evidence, including
those that were created to attempt to shield Sam from the fraud
that the Court is convinced -- by clear and convincing evidence --
occurred here.
At the same time, the Court is equally convinced that Carolyn "Dee"
Wyly, the widow of Sam's brother is innocent of any wrongdoing.
That she did not know the details of what Sam and Charles had done
offshore is clear, and there was nothing that should have "tipped
her off" that something was amiss, the Court held. She did not
commit fraud, she did not participate in any fraud, she was not
willfully blind, and she is entitled to the benefit of the innocent
spouse defense, the Court further held.
A full-text copy of the Memorandum Opinion dated May 10, 2016, is
available at http://bankrupt.com/misc/WYLY12470510.pdf
About Sam Wyly
Sam Wyly is a lifelong entrepreneur and author. His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.
Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case. In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.
About Caroline Wyly
Caroline Wyly is the widow of business tycoon Charles Wyly. She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission. Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).
SCHOPFS HILLTOP: Wis. Judge Extends Plan Exclusivity to June 17
---------------------------------------------------------------
At the behest of Schopf's Hilltop Dairy, LLC, the U.S. Bankruptcy
Court for the Eastern District of Wisconsin extended the Debtor's
exclusive period for filing a chapter 11 plan to Friday, June 17,
2016, and the date to solicit acceptances of such plan is extended
to Tuesday, August 16, 2016.
Schopf's Hilltop Dairy, LLC, based in Sturgeon Bay, Wisconsin,
filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 15-33333) on
December 14, 2015. Hon. Michael G. Halfenger presides over the
case. In its petition, the Debtor estimated $1 million to $10
million in assets and $1 million to $10 million in liabilities.
The petition was signed by Dennis W. Schopf, member.
The Debtor is represented by:
John W. Menn, Esq.
STEINHILBER, SWANSON, MARES, MARONE & MCDERMOTT
107 Church Ave, PO Box 617
Oshkosh, WI 54903
Tel: 920-426-0456
Fax: 920-426-5530
E-mail: jmenn@oshkoshlawyers.com
SEAPORT AIRLINES: Wants Plan Filing Deadline Extended to Aug. 3
---------------------------------------------------------------
SeaPort Airlines, Inc., asks the U.S. Bankruptcy Court for the
District of Oregon to extend: (1) by 60 days or through and
including Aug. 3, 2016, the expiration of the exclusivity period;
(2) by 58 days or through and including Sept. 30, 2016, the
expiration of the exclusivity period; and (3) by 60 days, or
through and including Aug. 3, 2016, the deadline for the Debtor to
file a Disclosure Statement and a Plan of Reorganization.
To perform an analysis of the Debtor's operations with respect to
the viability of the future Plan, the Debtor employed Embark
Aviation Corp. with the Court's approval. Embark Aviation will not
have concluded its analysis and provided Debtor with a report on
Debtor's viability until the end of May 2016. Because the current
deadline for filing the Plan is June 6, there will be less than one
week to review and digest the Embark Aviation report prior to the
current deadline for filing the Plan. One week, the Debtor claims,
is not a sufficient amount of time to review and utilize the Embark
report for its intended purpose of serving as the basis for the
Plan. The Debtor adds that a 60-day extension of time of the
current deadline for filing the Plan and Disclosure Statement,
through and including Aug. 3, is appropriate.
The Debtor has conducted itself in good faith and has made progress
towards a plan of reorganization, including but not limited to
successfully reaching agreements under Sections 1110 with respect
to its aircraft leases; stipulated to lift the stay for the Juneau
hangar which is not necessary for Debtor's reorganization thereby
reducing Debtor's costs; filed several motions and obtained the
corresponding orders relating to Debtor's operations aimed at
reducing monthly operating costs; obtained authority for use of the
cash collateral of the United States of America; filed a motion to
approve the sale of the Gordon Creek property; retained Embark
Aviation to perform an economic analysis on Debtor's operations;
and retained other professionals needed to assist in Debtor's
reorganization.
Without the extension of the exclusivity periods, the exclusivity
periods will lapse on June 6, 2016.
Portland, Oregon-based SeaPort Airlines, Inc. -- fdba Wings of
Alaska and fka Alaska Juneau Aeronautics, Inc. -- filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 16-30406) on Feb.
5, 2016. The Hon. Randall L. Dunn presides over the case. Douglas
R Ricks, Esq., and Robert J Vanden Bos, Esq., at Vanden Bos &
Chapman, LLP, serve as the Debtor's counsel. In its petition,
SeaPort estimated $1 million to $10 million in both assets and
liabilities. The petition was signed by Timothy F. Sieber,
SeaPort's president. A list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/orb16-30406.pdf
SEPCO CORP: Court Extends Exclusive Plan Filing Period to July 12
-----------------------------------------------------------------
The Hon. Alan M. Koschik of the U.S. Bankruptcy Court for the
Northern District of Ohio has extended, at the behest of Sepco
Corporation, its exclusive right to file a Chapter 11 plan by 60
days, through and including July 12, 2016, and its exclusive right
to solicit acceptances of that plan by 60 days, through and
including Sept. 12, 2016.
As reported by the Troubled Company Reporter on April 21, 2016, the
Debtor asked the Court that each of the Exclusivity Periods be
enlarged by 60 days, so that it would be given adequate time to
negotiate with the Official Committee of Asbestos Claimants the
most beneficial course of action relative to the claims the estate
holds against its insurance carriers and to formulate and solicit
acceptance of a plan. The Debtor said that prior to its bankruptcy
filing, it was named as a Defendant in a substantial number of
personal injury and wrongful death claims allegedly based on
asbestos-containing products that the Debtor had sold, and the U.S.
Trustee had just appointed the Committee to represent the interests
of asbestos claimants in this case.
About Sepco Corporation
Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016.
The petition was signed by Richard J. Szekelyi as chief
restructuring officer. Buckley King, LPA represents the Debtor as
counsel. The case has been assigned to Judge Alan M. Koschik.
SHEEHAN PIPE LINE: U.S. Trustee Appoints 2 More Committee Members
-----------------------------------------------------------------
The Office of the U.S. Trustee on May 11 appointed Foley & Lardner
and Fred Dorwart Attorneys to Sheehan Pipe Line Construction Co.'s
official committee of unsecured creditors.
The unsecured creditors' committee is now composed of:
(1) Central States, Southeast & Southwest
(Chairman)
9377 W. Higgins Rd.
Rosemont, IL 60018
Representative:
Brad R. Berliner
Associate General Counsel
(847) 939-2478
(847) 518-9797 FAX
bberliner@centralstatesfunds.org
Representative:
Brandon A. Buyers
(847) 939-2464
(847) 518-9797
bbuyers@centralstates.org
(2) Foley & Lardner
(Proposed Counsel for UCC)
321 N. Clark St., Ste. 2800
Chicago, IL 60654
Representative:
Geoff Goodman
(312) 401-7696
(312) 832-4514 CELL
(312) 832-4700 FAX
GGoodman@foley.com
Representative:
Joanne Lee
(312) 832-4557
(312) 832-4700 FAX
JLee@foley.com
(3) Fred Dorwart Attorneys
(Proposed Counsel for UCC)
124 E. Fourth St.
Tulsa, OK 74103
Representative:
Samuel S. Ory
(918) 583-9913
(918) 583-8251 FAX
SOry@fdlaw.com
(4) Ohio-West Virginia Excavating Co.
56461 Ferry Landing Rd.
Shadyside, OH 43947
Representative:
Roger Lewis, President
(740) 676-7464
(740) 676-4410 FAX
rlewis@owvexcavating.com
Representative:
W. Eric Gadd, Esq.
P. O. Box 831
Wheeling, WV 26003
(304) 230-6950
(304) 230-6951 FAX
egadd@spilmanlaw.com
(5) Cleveland Brothers Equipment Co., Inc.
4565 Williams Penn Highway
Murrysville, PA 15668
Representative:
David D. Hough, Director of Credit & Finance
(724) 325-9394
(724) 325-9299 FAX
dhough@clevelandbrothers.com
Representative:
Henry Jaffe, Esq.
1313 N. Market St., Ste. 5100
Wilmington, DE 19899
(302) 777-6575
(302) 397-2712 FAX
jaffeh@pepperlaw.com
Representative:
Andrew Turner, Esq.
4000 One Williams Center
Tulsa, OK 74172
(918) 586-8972
(918) 586-8672 FAX
aturner@cwlawfirm.com
(6) Cecil I. Walker Machinery Co.
P.O. Box 2427
Charleston, WV 25329
Representative:
Sheliah Lowe
(304) 949-6400
(304) 949-2378 FAX slowe@walker-cat.com
Representative:
Suzanne Jett Trowbridge, Esq.
300 Summers St., Ste. 1500
P. O. Box 2107
Charleston, WV 25328-2107
(304) 346-7000 sjt@goodwingoodwin.com
About Sheehan Pipe Line
Sheehan Pipe Line Construction Company, a contractor that
constructs pipelines in various states across the country, filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Oklahoma (Case No. 16-10678) on April 15, 2016, listing
total assets of $90.2 million and total debt of $68.4 million.
The petition was signed by Robert A. Riess, Sr., as president and
CEO. McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel
to the Debtor. The case is pending before Judge Terrence L.
Michael.
SOLUTIA INC: Court Remands "Bailey" Products Liability Suit
-----------------------------------------------------------
Judge Audrey G. Fleissig of the United States District Court for
the Eastern District of Missouri, Eastern Division, granted the
parties' motions for leave to supplement the record and granted
Roger Bailey, et al.'s motion to remand the case to state court due
to lack of federal officer jurisdiction.
This products liability action is before the Court on Plaintiffs
Roger Bailey, et al.s' two motions to remand the case to state
court. Twelve individual Plaintiffs seek to hold four inter-related
corporations liable, under Missouri tort law, for the manufacture
and sale of polychlorinated biphenyls ("PCBs"), environmental and
dietary exposure to which Plaintiffs allege caused them to contract
non-Hodgkin's lymphoma. The case was filed in Missouri state court
and removed to this Court based on diversity jurisdiction.
One motion to remand presents the question of whether the two forum
Defendants — Monsanto Co. and Solutia, Inc. -- simply
indemnified, rather than assumed the liabilities of, a third
Defendant -- Pharmacia, LLC -- for claims arising out of the
manufacture of PCBs, such that both of the forum Defendants were
fraudulently joined to defeat diversity jurisdiction. The other
motion to remand presents the question of whether federal officer
removal is proper here. On November 24, 2015, oral argument was
held on the motions to remand, and the parties thereafter filed
motions for leave to supplement the record.
A full-text copy of the Memorandum and Order dated March 31, 2016,
is available at http://is.gd/p9v23yfrom Leagle.com.
The case is ROGER BAILEY, et al., Plaintiffs, v. MONSANTO COMPANY;
SOLUTIA, INC.; PHARMACIA CORP.; and PFIZER, INC., Defendants, Case
No. 4:15CV00844 AGF.
Roger Bailey, Plaintiff, is represented by Amy Collignon Gunn, Esq.
-- agunn@simonlawpc.com -- THE SIMON LAW FIRM, P.C., Charles S.
Siegel, Esq. -- WATERS AND KRAUS, LLP, pro hac vice, Erica F.
Blume, Esq. -- eblume@simonlawpc.com -- THE SIMON LAW FIRM, P.C.,
John G. Simon, Esq. -- jsimon@simonlawpc.com -- THE SIMON LAW FIRM,
P.C. & Steve B. Jensen, Esq. -- ALLEN STEWART, P.C., pro hac vice.
Nicoletta Calhoun, Plaintiff, is represented by Amy Collignon Gunn,
THE SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP,
pro hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G.
Simon, THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART,
P.C., pro hac vice.
Thomas Cleary, Plaintiff, represented by Amy Collignon Gunn, THE
SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP, pro
hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G. Simon,
THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART, P.C.,
pro hac vice.
Catherine Guidroz, Plaintiff, is represented by Amy Collignon Gunn,
THE SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP,
pro hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G.
Simon, THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART,
P.C., pro hac vice.
Cindy Hannon, Plaintiff, is represented by Amy Collignon Gunn, THE
SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP, pro
hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G. Simon,
THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART, P.C.,
pro hac vice.
Stanley Johnson, Plaintiff, is represented by Amy Collignon Gunn,
THE SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP,
pro hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G.
Simon, THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART,
P.C., pro hac vice.
Pamela G Kles, Plaintiff, is represented by Amy Collignon Gunn, THE
SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP, pro
hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G. Simon,
THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART, P.C.,
pro hac vice.
Rebecca P Mackel, Plaintiff, is represented by Amy Collignon Gunn,
THE SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP,
pro hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G.
Simon, THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART,
P.C., pro hac vice.
Tommy D Moore, Plaintiff, is represented by Amy Collignon Gunn, THE
SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP, pro
hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G. Simon,
THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART, P.C.,
pro hac vice.
Louis D Olandese, Plaintiff, is represented by Amy Collignon Gunn,
THE SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP,
pro hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G.
Simon, THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART,
P.C., pro hac vice.
Anne H Pilackas, Plaintiff, is represented by Amy Collignon Gunn,
THE SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP,
pro hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G.
Simon, THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART,
P.C., pro hac vice.
Ann M Stafford, Plaintiff, is represented by Amy Collignon Gunn,
THE SIMON LAW FIRM, P.C., Charles S. Siegel, WATERS AND KRAUS, LLP,
pro hac vice, Erica F. Blume, THE SIMON LAW FIRM, P.C., John G.
Simon, THE SIMON LAW FIRM, P.C. & Steve B. Jensen, ALLEN STEWART,
P.C., pro hac vice.
Monsanto Company, Defendant, is represented by Adam E. Miller, Esq.
-- adam.miller@huschblackwell.com -- HUSCH BLACKWELL, LLP, Ann E.
Sternhell Blackwell, Esq. -- THOMPSON COBURN, LLP, Edward L. Dowd,
Jr., Esq. -- edowd@dowdbennett.com -- DOWD BENNETT, LLP, James F.
Bennett, Esq. -- jbennett@dowdbennett.com -- DOWD BENNETT, LLP,
Mark G. Arnold, Esq. -- mark.arnold@huschblackwell.com -- HUSCH
BLACKWELL, LLP & Michael J. Kuhn, Esq. -- mkuhn@dowdbennett.com --
DOWD BENNETT, LLP.
Solutia, Inc., Defendant, is represented by Adam E. Miller, HUSCH
BLACKWELL, LLP, Ann E. Sternhell Blackwell, THOMPSON COBURN, LLP,
Edward L. Dowd, Jr., DOWD BENNETT, LLP, James F. Bennett, DOWD
BENNETT, LLP, Mark G. Arnold, HUSCH BLACKWELL, LLP & Michael J.
Kuhn, DOWD BENNETT, LLP.
Pharmacia Corp., Defendant, is represented by Adam E. Miller, HUSCH
BLACKWELL, LLP, Ann E. Sternhell Blackwell, THOMPSON COBURN, LLP,
Edward L. Dowd, Jr., DOWD BENNETT, LLP, James F. Bennett, DOWD
BENNETT, LLP, Mark G. Arnold, HUSCH BLACKWELL, LLP, Michael J.
Kuhn, DOWD BENNETT, LLP & John R. Musgrave, THOMPSON COBURN, LLP.
Pfizer, Inc., Defendant, is represented by Adam E. Miller, HUSCH
BLACKWELL, LLP, Ann E. Sternhell Blackwell, THOMPSON COBURN, LLP,
Edward L. Dowd, Jr., DOWD BENNETT, LLP, James F. Bennett, DOWD
BENNETT, LLP, Mark G. Arnold, HUSCH BLACKWELL, LLP & Michael J.
Kuhn, DOWD BENNETT, LLP.
SOUNDVIEW ELITE: Trustee Gets OK to Settle 7 Avoidance Actions
--------------------------------------------------------------
The Chapter 11 trustee of Soundview Elite Ltd. received court
approval for a deal that would resolve the company's dispute with
seven claimants.
Under the deal, Kirkland & Ellis LLP, Brown Rudnick LLP, Lampost
Financial Group, Giacomo LaFata Jr., KPMG N.V. The Netherlands, De
Feis O'Connell & Rose PC, and Solon Group Inc. will waive their
claims totaling $474,000 against the estates. In exchange, the
trustee will dismiss the cases filed against the claimants.
The settlement will result in cash recovery for Soundview Elite's
estate of $392,000, according to court filings.
About SoundView Elite Ltd.
Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.
The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104). The petitions were signed by Floyd Saunders as
corporate secretary. By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.
SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before. An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.
The Debtor disclosed $20,703,641 in assets and $16,402,671 in
liabilities as of the Chapter 11 filing. The funds said in a
court filing their total cash assets of about $20 million are held
in the U.S., where the funds are managed. Court papers list the
funds' total assets as $52.8 million, against debt totaling $28
million.
Judge Robert E. Gerber presides over the U.S. cases.
Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel. CohnReznick LLP serves
as financial advisor.
Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.
The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.
In April 2014, District Judge J. Paul Oetken affirmed the
Bankruptcy Court order appointing a Chapter 11 trustee for
SoundView Elite Ltd. and its affiliated debtors, and tossed pro se
appeals filed by Alphonse Fletcher, Jr. and George E. Ladner, the
sole directors of the mutual funds.
STAR COMPUTER GROUP: Auction Approved; May 18 Sale Hearing Set
--------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, approved bidding procedures
submitted by Star Computer Group, Inc., for the sale of the
Debtor's real property located at 2155-2185 NW 11th Avenue, Units
1-4, Miami, Florida.
The Debtor and Viro Enterprises, LLC, entered into a Purchase and
Sale Agreement for the sale of the Property, subject to the
submission of higher and better offers and Bankruptcy Court
approval.
The bidding procedures contain, among others, these relevant
terms:
(a) Proposal Deadline: May 4, 2016 at 5:00 p.m.
(b) Auction Date: May 11, 2016 at 10:00 a.m.
(c) Sale Hearing: May 18, 2016 at 2:30 p.m.
(d) Sale Objection Deadline: May 4, 2016, on or before 5:00
p.m.
(e) Closing Date: May 24, 2016
A full-text copy of the Order, dated April 21, 2016, is available
at http://is.gd/5liKwH
Star Computer Group, Inc., is represented by:
Corali Lopez-Castro, Esq.
KOZYAK TROPIN & THROCKMORTON, LLP
2525 Ponce de Leon Blvd., 9th Floor
Miami, FL 33134
Telephone: (305)372-1800
Facsimile: (305)372-3508
E-mail: clc@kttlaw.com
About Star Computer Group
Star Computer Group, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The
petition was signed by James S. Howard as chief restructuring
officer.
The Debtor listed assets of $22.7 million and liabilities of
$68.3 million.
Founded in 1994 with its office located at 2175 N.W. 115 Avenue,
Miami, FL 33172, the Company was engaged in the business of
supplying wholesale computers, smart phones, and related equipment
and software to dealers and wholesales in Latin America. The
Company is jointly owned by Henry Waissmann (54%) and Henry
Aguilar
(46%).
The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as
bankruptcy counsel, GlassRatner as financial advisor, Fuerst
Ittleman David & Joseph PL as special tax counsel, and Cherry
Bekaert, LLP as accountants.
Judge Jay Cristol is assigned to the case.
The U.S. Trustee for Region 21, appointed five creditors to serve
in the official committee of unsecured creditors. The Committee
is
represented by Stearns Weaver Miller Weissler Alhadeff &
Sitterson,
P.A., as counsel.
STELLAR BIOTECHNOLOGIES: Incurs $861,000 Net Loss in 2nd Quarter
----------------------------------------------------------------
Stellar Biotechnologies, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $861,010 on $326,335 of revenues for the three months
ended March 31, 2016, compared to a net loss of $426,164 on
$187,627 of revenues for the same period in 2015.
For the six months ended March 31, 2016, the Company reported a net
loss of $2.49 million on $814,495 of revenues compared to a net
loss of $1.76 million on $400,288 of revenues for the six months
ended March 31, 2015.
As of March 31, 2016, Stellar had $9.42 million in total assets,
$616,097 in liabilities, all current, and $8.81 million in total
shareholders' equity.
"Our working capital position at March 31, 2016 was $8,099,383,
including cash and cash equivalents of $5,961,727 and short-term
investments of $1,999,162. Management believes the current working
capital is sufficient to meet our present requirements, including
all contractual obligations and anticipated research and
development expenditures for at least the next 12 months. We
expect to finance our future expenditures and obligations through
revenues from product sales, contract services income, grant
revenues, and sales of common shares. We expect to continue
incurring losses for the foreseeable future and may need to raise
additional capital to pursue our business plan and continue as a
going concern. We cannot provide any assurances that we will be
able to raise additional capital. Our management believes that we
have access to capital resources through possible public or private
equity offerings, debt financings, corporate collaborations or
other means, if needed; however, we have not secured any commitment
for new financing at this time, nor can we provide any assurance
that new financing will be available on commercially acceptable
terms, if needed," the Company stated in the report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/lDOT1Z
About Stellar
Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations. The Company markets KLH and suKLH formulations to
customers in the United States and Europe.
KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.
Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012. Stellar Biotechnologies reported a net
loss of $2.84 million on $758,689 of revenues for the year ended
Sept. 30, 2015.
SUNEDISON INC: Judge's Wife's Connection Not Ground for Recusal
---------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York issued an order regarding sua sponte
consideration of recusal, relating that the connection of Judge
Bernstein's wife to Weil, Gotshal & Manges LLP, the counsel for the
Official Committee of Unsecured Creditors of Sunedison, Inc., et
al., does not mandate any recusal from the Chapter 11 cases.
According to Judge Bernstein, his wife retired from Weil seven
months before the SunEdison case was filed. She never represented
the members of the Committee, and was already retired when this
case was filed. Judge Bernstein held that "a judge's impartiality
cannot be reasonably questioned merely because his child is or will
become an associate at the firm representing a party as long as the
child does not work on the matter."
"My wife's status as a retired partner is even more remote, and I
conclude that it does not raise a reasonable question about my
impartiality," Judge Bernstein held. "Accordingly, my recusal is
not required under section 455(a)."
A full-text copy of Judge Bernstein's Order dated May 10, 2016, is
available at http://bankrupt.com/misc/SUNEDISON2400510.pdf
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.
The Office of the U.S. Trustee on April 29 appointed seven
creditors of SunEdison, Inc., to serve on the official committee
of
unsecured creditors.
SUNEDISON INC: Tranche B Loan Syndication Procedures Proposed
-------------------------------------------------------------
SunEdison, Inc. on May 6, 2016, filed with the United States
Bankruptcy Court for the Southern District of New York the Tranche
B Loan syndication procedures pursuant to which certain holders of
the Company's 5% Guaranteed Convertible Senior Secured Notes due
2018 and certain lenders under the Company's Second Lien Credit
Agreement, dated as of January 11, 2016, are being afforded the
opportunity to subscribe to provide financing as Tranche B Lenders
under the previously disclosed senior secured superpriority
debtor-in-possession credit agreement entered into on April 26,
2016.
Pursuant to the syndication procedures:
-- Commencing on May 6, 2016, each Eligible Holder that is a
Prepetition Second Lien Noteholder under the Prepetition Second
Lien Indenture and/or a Prepetition Second Lien Lender under the
Prepetition Second Lien Credit Agreement shall have the opportunity
to purchase up to its respective pro rata portion of the Initial
Tranche B Term Loans, the Delayed Draw Tranche B Term Loans and the
Tranche B Roll-Up Loans, subject in all respects to the terms and
conditions of these Syndication Procedures and the applicable
subscription documents.
-- For purposes hereof, an "Eligible Holder" is defined as
each person or entity that (i) is either (A) a qualified
institutional buyer, as such term is defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), or (B)
an institutional accredited investor within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act or an entity in
which all of the equity investors are such institutional accredited
investors, (ii) was a Prepetition Second Lien Noteholder and/or
Prepetition Second Lien Lender as of 6:00 p.m., New York City time,
on April 22, 2016 (the "Record Date"), (iii) is not the Borrower or
an Affiliate of the Borrower and (iv) is not an Initial Tranche B
Lender. The Company and the Required Tranche B Lenders shall
mutually determine, in their absolute discretion, whether any
person or entity is an Eligible Holder for purposes of
participation in the Opportunity. For the avoidance of doubt,
natural persons are not eligible to participate in the
Opportunity.
-- Each Eligible Holder's pro rata share will be equal to a
fraction (expressed as a factor) the numerator of which is the
outstanding principal amount of Prepetition Second Lien Loans and
Prepetition Second Lien Notes owned by such Eligible Holder as of
the Record Date and the denominator of which is the aggregate
outstanding principal amount of all Prepetition Second Lien Loans
and Prepetition Second Lien Notes as of the Record Date, which
amount is equal to $950,000,000.
-- The syndication process will be commenced by (A) the
Company, at the request of the Required Tranche B Lenders, filing a
Form 8-K with the Securities and Exchange Commission announcing the
commencement of and briefly describing the syndication process and
directing interested Eligible Holders to Prime Clerk LLC (the
"Information Agent"), (B) the Company, at the request of the
Required Tranche B Lenders, filing the relevant subscription
documents and these Syndication Procedures on the Bankruptcy Court
docket for the Cases and posting these documents on the website
maintained by Prime Clerk for the Cases at
https://cases.primeclerk.com/sunedison (through the link for "DIP
Syndication Materials") and (C) the Company, at the request of the
Required Tranche B Lenders, using reasonable efforts to send (or
cause to be sent) the relevant subscription documents using such
delivery methods reasonably satisfactory to the Required Tranche B
Lenders and the Debtors to as many Eligible Holders as is
reasonably practicable under the circumstances. If you are an
Eligible Holder interested in participating in the Opportunity, you
must obtain copies of the relevant subscription documents, if you
do not have them already. Copies of the relevant subscription
documents may be obtained by contacting the Information Agent,
Prime Clerk LLC, at:
SunEdison Syndication
c/o Prime Clerk LLC
830 Third Avenue, 3rd Floor
New York, NY 10022
Telephone: (855) 388-4575
E-mail: (855) 388-4575
-- Any Eligible Holder desiring to participate in the
Opportunity must submit a valid subscription by no later than 5:00
p.m., New York City Time, on May 16, 2016, unless extended earlier
or terminated (the "Expiration Time"), in accordance with the
applicable subscription documents, and which extension will be made
by public announcement by the Company in a press release or Form
8-K or posting a notice on its bankruptcy docket.
-- To participate in the Opportunity, Eligible Holders must,
on or prior to the Expiration Time: (i) complete and execute the
subscription documents provided by the Information Agent, including
a Subscription Form, the Master Assignment and Assumption Agreement
to the DIP Credit Agreement, an Administrative Questionnaire, all
know-your-customer information and other documents required by the
Administrative Agent and the applicable tax forms, each of which
may be obtained by contacting the Information Agent, and such other
documents as the Administrative Agent may reasonably require, (ii)
deliver (or cause the delivery of) such subscription documents to
Information Agent and (iii) cause the amount of the subscription
funding (as provided in the relevant subscription documents) to be
funded by such Eligible Holder to be sent by wire transfer of
immediately available federal funds to the escrow account
established by the Escrow Agent (as defined in the Notice and
Instruction Form) in connection with the syndication of Tranche B
Loans described herein. If you are a Prepetition Second Lien
Noteholder, you must provide the nominee holding your Prepetition
Second Lien Notes with sufficient time to allow your nominee to
complete the nominee certification attached to the subscription
form on your behalf and deliver it to the Information Agent on or
prior to the Expiration Time. Eligible Holders that by the
Expiration Time do not to return the applicable subscription
documents to the Information Agent and send by wire their proposed
amount of funding to the escrow account will not be permitted to
participate in the Opportunity.
-- Although the Expiration Time occurs prior to the Delayed
Draw Borrowing Date, it is important to note that the closing of
the Opportunity and this syndication will occur after the Delayed
Draw Borrowing Date, which is expected to occur within five
Business Days following entry of the Final Financing Order (as such
date may be extended pursuant to the DIP Credit Agreement).
-- The Information Agent shall promptly notify the Escrow
Agent and Administrative Agent of its receipt of subscription
documents, immediately deliver to the Administrative Agent any
know-your-customer information and other documents required by the
Administrative Agent, and shall deliver the final syndication list
to the Administrative Agent, Escrow Agent, the Company and Required
Tranche B Lenders promptly following the Expiration Time.
-- A commitment to participate in the Opportunity may not be
withdrawn by any Eligible Holder, unless otherwise mutually
determined by the Company and the Required Tranche B Lenders.
-- All notices and other communications required to be
delivered to the Information Agent pursuant to these Syndication
Procedures shall be made in writing, or by any telecommunication
device capable of creating a written record, and addressed as
follows:
SunEdison Syndication
c/o Prime Clerk LLC
830 Third Avenue, 3rd Floor
New York, NY 10022
Telephone: (855) 388-4575
E-mail: (855) 388-4575
E-mail: sunedisonsyndication@primeclerk.com
-- If the Bankruptcy Court does not enter the Final Financing
Order by the time required under the DIP Credit Agreement, the DIP
Credit Agreement terminates or the syndication process is
terminated for any reason, the subscription documents submitted by
participating Eligible Holders will terminate and the Information
Agent will immediately return by wire funds transferred by such
Eligible Holders to the escrow account.
-- The Required Tranche B Lenders and the Company may amend or
modify the terms of the Opportunity, including the Subscription
Form and/or the other Subscription Documents, at any time, by
filing a notice of such amendment or modification on the Debtors'
docket with the Bankruptcy Court related to their Cases; provided
that nothing in these Syndication Procedures (including, without
limitation, in this Section 12) shall be construed to supersede the
amendment and modification requirements set forth in the DIP Credit
Agreement.
-- Each Eligible Holder's participation in the Opportunity is
subject to such Eligible Holder providing all know-your-customer
information and other documents required by the Administrative
Agent and the Administrative Agent's satisfactory review of such
information and documents (as determined in the sole discretion of
the Administrative Agent).
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.
TATOES LLC: Cash Collateral Use Through May 24 Approved
-------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington, authorized Tatoes, LLC, et al., to
use cash collateral through May 24, 2016.
Judge Corbit authorized the Debtors to use cash collateral on an
interim basis, pursuant to the Budgets attached to the Amended
Declaration of Roger W. Bailey. The Debtors' authorization to use
cash collateral on an interim basis will continue through the
Court's order after the conclusion of the Final Hearing set for May
24, 2016 at 2:30 p.m.
Judge Corbit prohibited the Debtors to use the Cash Collateral to
pay any of the following expenses, whether or not included in the
Budgets:
(1) Any equipment lease payments due under any pre-petition
leases;
(2) Any professional fees except that the Debtors are
authorized to pay CFO Selections up to the amounts described in the
Budgets.
(3) Any debt service payments on pre-petition loans;
(4) Any real property lease payments unless:
(a) The payment is for pre or post-petition lease
obligations relating to 2016 only and not prepetition lease
obligations or obligations for future years;
(b) The material terms of the lease have nee reduced to
writing, with copies of such written lease terms to be provided to
RAF prior to any payment on such leases being made;
(c) The landlord to whom any payment is made signs a
written acknowledgment of the receipt of such rent; and
(d) If the landlord under the lease and/or the fee owner
of the leased property is any of Del Christensen, Daneen
Christensen, UB12B253, LLC, DAC Properties, Terra Management, LLC,
or Saddle Mountain Wireless, LLC, the payments made shall be the
lesser of $100.00 per acre, or such amount as may be required to
pay all real estate taxes and other governmental charges and any
insurance premiums associated with the property.
As partial adequate protection, Judge Corbit granted Rabog
AgriFinance ("RAF") and any other party holding a valid, perfected
security interest or lien in the Cash Collateral, a valid
automatically perfected replacement lien against any 2016 Crops
grown by the Debtors and in any products, proceeds or insurance
recoveries related thereto, including but not limited to all farm
products, feed, fertilizer, supplies, inventory, accounts, proceeds
from crop insurance, general intangibles, and all products and
proceeds thereof, for the full amount of the Cash Collateral which
is utilized pursuant to his Order.
RAF objected to the proposed Final Order approving the use of cash
collateral.
"RAF and the Debtor have reached an agreement for the continuance
of the final hearing on use of cash collateral currently scheduled
for April 26,2016 to May 24, 2016, subject to the approval of the
Court and any other parties the Court may require. Said agreement
provides for the Debtors to file a further revised proposed final
order authorizing cash collateral by May 18, 2016. RAF and the
Debtors are in the process of finalizing a proposed agreed order
providing for said continuance and extending the Debtor's authority
to use cash collateral on an interim basis until May 24, 2016. The
provisions for the use of cash collateral set forth in the Proposed
Order are not consistent with the agreement reached by RAF and the
Debtors as to the continuance of the hearing scheduled for April
26, 2016 and the extended use of cash collateral through May 24,
2016," RAF avers.
A full-text copy of the Interim Order, dated April 27, 2016, is
available at https://is.gd/kTSxzM.
Rabo AgriFinance, Inc., is represented by:
Bruce K. Medeiros, Esq.
DAVIDSON BACKMAN MEDEIROS PLLC
1550 Bank of America Financial Center
601 West Riverside Avenue
Spokane, Washington 99201
Telephone: (509)624-4600
Facsimile: (509)623-1660
E-mail: bmedeiros@dbm-law.net
- and -
Michael R. Johnson, Esq.
Douglas M. Monson, Esq.
RAY QUINNEY & NEBEKER P.C.
36 South State Street, Suite 1400
Salt Lake City, UT 84111
Telephone: (801)532-1500
Facsimile: (801)532-7543
E-mail: mjohnson@rqn.com
dmonson@rqn.com
About Tatoes, LLC
Tatoes, LLC, Wahluke Produce, Inc. and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat. Each of the Debtors filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.
Tatoes LLC estimated assets and liabilities in the range of $10
million to $50 million. Wahluke Produce and Columbia Manufacturing
estimated assets in the range of $50 million to $100 million and
liabilities of up to $100 million.
Bailey & Busey LLC represents the Debtors as counsel.
TELEFLEX INC: Moody's Assigns Ba3 Rating to $400MM Note Offering
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Teleflex Inc.'s
new $400 million senior unsecured note offering and a P(Ba3) to its
senior unsecured shelf registration. Proceeds from this offering
will be used to refinance revolver borrowings that were used to
repay about $219 million of convertible notes. Teleflex's existing
ratings, including its Ba2 Corporate Family Rating, its B1 senior
subordinated note rating, and its SGL-2 Speculative Grade Liquidity
rating are unchanged. The rating outlook is stable.
Ratings assigned:
Teleflex Incorporated:
New senior unsecured notes at Ba3 (LGD 4)
Senior unsecured shelf registration rating of (P)Ba3
RATINGS RATIONALE
"This transaction will restore Teleflex's revolver capacity and
provide it with better financial flexibility," said Diana Lee, a
Moody's Senior Credit Analyst.
Teleflex's Ba2 Corporate Family Rating reflects its moderately high
leverage, generally conservative posture toward shareholders, and
prudent acquisition activity. The rating also reflects Teleflex's
presence in low-tech medical products with some product-line
concentration and its small size relative to competitors. Headwinds
from FX are offset by Teleflex's strategic acquisitions and
benefits from R&D investments, which will contribute to positive
organic sales growth. The company will focus on acquiring
innovative, value-added products, which is critical in light of
ever more cost-conscious hospital customers. In addition, the shift
from distributor to direct sales outside the US will help improve
margins. Leverage will be sustained at moderately high levels as
the company engages in future acquisitions.
The stable outlook reflects Moody's belief that even as it pursues
moderate-sized acquisitions, the company will be able to sustain
leverage below 3.5 times through positive organic sales growth and
margin expansion. Moody's could upgrade the ratings if Teleflex can
sustain positive organic sales growth and improve its product
diversification. Debt to EBITDA sustained below 3.0 times and free
cash flow/debt sustained around 15% could further support an
upgrade. Moody's could downgrade the ratings if Teleflex does not
sustain positive organic sales growth, is not able to deleverage
following moderate-sized acquisitions, or engages in large
acquisitions. Specifically, ratings could be downgraded if Moody's
expects debt/EBITDA to be sustained above 3.5 times or if free cash
flow/debt is not sustained at around 10%.
Teleflex's SGL-2 Speculative Grade Liquidity Rating reflects
Moody's expectation that the company will maintain good liquidity
over the next 12-18 months. This view is supported by Teleflex's
healthy cash balances and as well as adequate availability under
the company's $850 million revolving credit facility.
The principal methodology used in these ratings was that for the
Global Medical Product and Device Industry published in October
2012. Please see the Ratings Methodologies page on www.moodys.com
for a copy of this methodology.
Teleflex Incorporated, headquartered in Wayne, Pennsylvania, is a
global provider of medical products with a presence in the critical
care, surgical and cardiac areas.
TENDER LOVING: Exclusive Plan Filing Period Extended to June 10
---------------------------------------------------------------
The Hon. Gregory Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has entered an order extending to
June 10, 2016, Tender Loving Home Health Care, Inc.'s exclusivity
period to file a Chapter 11 Plan and accompanying Disclosure
Statement.
Tender Loving Home Health Care, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Penn. Case No. 15-23759) on Oct. 14, 2015.
Christopher M. Frye, Esq., at Steidl & Steinberg serves as the
Debtor's bankruptcy counsel.
VARIANT HOLDING: Gets OK to Sell Maxey Village Property to Sintoro
------------------------------------------------------------------
Variant Holding Company LLC received court approval to sell a real
property owned by an affiliate to Sintoro Capital LLC.
The order, issued by Judge Brendan Shannon of the U.S. Bankruptcy
Court in Delaware, approved the sale of the real property owned by
667 Maxey Village Apartments LLC for $8.27 million.
Also included in the sale are assets used in operating the real
property and cash held as deposits under certain leases.
Sintoro Capital emerged as the winning bidder in a court-supervised
auction conducted on April 12, according to court filings.
About Variant Holding
Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.
Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").
The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.
VARIANT HOLDING: Judge Approves Sale of Las Palmas Property
-----------------------------------------------------------
A federal judge approved the sale of a real property owned by an
affiliate of Variant Holding Company LLC.
The order, issued by Judge Brendan Shannon of the U.S. Bankruptcy
Court in Delaware, allowed 7170 Las Palmas Apartments LLC to sell
the property to a certain Tomy Kurian.
The buyer, who was selected as the winning bidder in a
court-supervised auction, offered $1.13 million for the real
property and other assets, including the company's personal
property and cash held as deposits under certain leases.
About Variant Holding
Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.
Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").
The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.
VARIANT HOLDING: Judge Okays Sale of Properties for $40.3 Million
-----------------------------------------------------------------
Variant Holding Company LLC won court approval to sell the real
properties owned by its affiliates for $40.3 million.
The properties will be sold in six separate transactions with
Castle Development Partners LLC, Hobby Place LLC, Iliad Realty
Group, Republic Residential Fund III LP, S2 Capital Acquisitions
LLC and Tomy Kurian.
Each of the buyers was selected as the winning bidder in a
court-supervised auction conducted on April 12, according to court
filings.
S2 Capital offered $15 million for the real property owned by Holly
Ridge Apartments LLC while Castle Development offered $13.6 million
for Holy Tree Apartments LLC's property.
The other properties included in the sale are owned by 5900 Crystal
Springs Apartments LLC, 11911 Park Texas Apartments LLC, Chesapeake
Apartments LLC and River Road Terrace Apartments LLC.
The sale transactions were approved by Judge Brendan Shannon of the
U.S. Bankruptcy Court in Delaware.
About Variant Holding
Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.
Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").
The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.
VARIANT HOLDING: Judge Okays Sale of Royal Oaks Property for $14M
-----------------------------------------------------------------
7600 Royal Oaks Apartments LLC won court approval to sell its real
property to Republic Residential Fund III LP for $13.975 million.
The company, an affiliate of Variant Holding Company LLC, selected
the buyer as the winning bidder in a court-supervised auction
conducted on April 12.
Republic Residential offered to purchase the real property and
other assets, including 7600 Royal Oaks' personal property and cash
held as deposits under certain leases.
The sale was approved by Judge Brendan Shannon of the U.S.
Bankruptcy Court in Delaware.
About Variant Holding
Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.
Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").
The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.
VARIANT HOLDING: Judge OKs $21 Million Sale of Assets to Lane Star
------------------------------------------------------------------
A federal judge approved the sale of real properties owned by
Preston Valley Apartments LLC and 3504 Mesa Ridge Apartments LLC.
Judge Brendan Shannon of the U.S. Bankruptcy Court in Delaware
issued two separate orders, allowing Variant Holding Company LLC's
affiliates to sell the properties to Lane Star LP for more than
$21.07 million.
The buyer, which was selected as the winning bidder for the
properties in a court-supervised auction, offered $14.87 million
for the Preston property and $6.2 million for the Mesa Ridge
property.
Also included in the sale are assets used in operating the real
properties and cash held as deposits under certain leases,
according to court filings.
About Variant Holding
Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.
Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").
The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.
VARIANT HOLDING: To Sell Properties to VCP for $33.6 Million
------------------------------------------------------------
Variant Holding Company LLC received court approval to sell the
real properties owned by its affiliates to VCP Variant LLC.
Judge Brendan Shannon of the U.S. Bankruptcy Court in Delaware
approved the sale of the real properties owned by six Variant
Holding affiliates for $33.64 million.
The Variant Holding affiliates are 1201 Oaks of Brittany Apartments
LLC, 201 Ashton Oaks Apartments LLC, 4101 Pointe Apartments LLC,
The Oaks at Stonecrest Apartments LLC, and Ravenwood Hills
Apartments LLC.
Also included in the sale are assets used in operating the real
properties and cash held as deposits under certain leases,
according to court filings.
VCP Variant was selected as the winning bidder for the assets in a
court-supervised auction conducted on April 12, according to court
filings.
About Variant Holding
Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.
Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.
Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.
Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").
The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.
The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.
VENOCO INC: Has Final Court OK to Tap $35MM DIP from Wilmington
---------------------------------------------------------------
Venoco, Inc., Denver Parent Corporation and their subsidiaries
sought and obtained final authority from the U.S. Bankruptcy Court
for the District of Delaware to obtain for all of the other Debtors
except Ellwood Pipeline, Inc., and Denver Parent Corporation, to
obtain senior secured superpriority non-amortizing delayed draw
term loan facility in an aggregate principal amount of up to $35
million from Wilmington Trust, National Association, acting as the
Administrative agent and collateral agent and the DIP Lenders.
The authority for use of Cash Collateral will terminate upon the
earlier to occur of (a) December 31, 2016, (b) five days after the
provision of notice of an Event of Default or any Event of Default
occurs and is continuing, (c) the date that any debtor or any other
party in interest with proper standing granted by the Court asserts
a claim or challenge against any of the Prepetition Secured Parties
contrary to the Debtors' acknowledgements, stipulations and
releases contained in the Order, and (d) the date that any Debtor
shall file a motion seeking any modification or extension of the
Final Order without prior written consent of the DIP Lenders and
the Prepetition Secured Parties.
Term Loans will bear interest, at the option of Venoco, at one of
the following rates:
(i) the Applicable Margin plus the Base Rate, payable monthly in
arrears; or
(ii) the Applicable Margin plus the current LIBO Rate as quoted
by the Administrative Agent, adjusted for reserve
requirements, if any, and subject to customary change of
circumstance provisions, for interest periods of one, two,
three or six months, payable at the end of the relevant
interest period, but in any event at least quarterly;
provided that the LIBO Rate in respect of Term Loans
shall be not less than 1.00% per annum.
"Applicable Margin" means (1) 9.00 % per annum, in the case of Base
Rate loans and (y) 10.00% per annum, in the case of LIBO Rate
loans.
"Base Rate" means the highest of (i) the Administrative Agent's
base rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1% and
(iii) the LIBO Rate for an interest period of one month plus 1.00%,
provided that in no event shall the Base Rate be less than 2.00%.
There will be an additional interest of 2% per annum during the
continuance of an event of default.
A full-text copy of the Final DIP Order dated April 20, 2016 is
available at https://is.gd/HHYlE7
About Venoco
Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and Development
of oil and gas properties in California. As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed. As of the Petition
Date, the Debtors employed approximately 160 people.
The Debtors were founded by Timothy M. Marquez in Carpinteria,
California in 1992. In January 2012, Denver Parent Company, an
affiliate of Mr. Marquez, who then owned 50% of the outstanding
shares of Venoco common stock, took the company private again by
acquiring all of the outstanding common stock for $12.50 per
share.
After going private in January 2012, the Debtors were left with
significant debt obligations, which in 2012 exceeded $845 million,
as disclosed in filings with the Court. Between 2012 and 2014, the
Debtors completed a number of asset sales, generating over $470
million in net proceeds for capital expenditures and for paydowns
of the debt.
Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. The
Debtors estimated assets in the range of $100 million to $500
million and debts of up to $1 billion. Hon. Kevin Gross has been
assigned the cases.
The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor and BMC Group, Inc. as notice,
claims and balloting agent.
VESTIS RETAIL: Gets Interim Authority on $125-Mil. DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Vestis
Retail Group, LLC, and its debtor affiliates interim authority to
borrow in an aggregate amount not to exceed $125 million of
postpetition financing in loans and letter of credit obligations
from Wells Fargo Capital Finance, LLC, in its capacity as
administrative agent and collateral agent for the Lenders.
The Debtors are authorized to borrow the sum of (i) 110% of all
disbursements for the Interim Financing Period in the "Total Cash
Disbursements line item of the Budget," (ii) $12,000,000 with
respect to all obligations with respect to Letters of Credit, plus
(iii) all interest, costs, and fees.
The Debtors are also authorized to use cash collateral in
accordance with the DIP financing documents during the interim
period.
The Court finds that the Debtors do not have sufficient available
sources of working capital, including cash collateral, to operate
their businesses in the ordinary course of business without the
post-petition financing and the ability to use Cash Collateral.
The Administrative Agent is granted valid and perfected replacement
and additional security interests in, and liens on the DIP
Collateral.
The Final Hearing on the Motion is scheduled for May 16, 2016, at
2:30 p.m. Objections are due May 9.
A full-text copy of the Interim DIP Order dated April 19, 2016,
with Budget is available at https://is.gd/GPKjcf
About Vestis Retail
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operated 144 retail stores in 15 states as of April 2016. The
stores include (i) 36 Bob's Stores throughout New England, New
York, and New Jersey; (ii) 61 Eastern Mountain Sports stores
located primarily in the Northeastern states, (iii) 47 Sport Chalet
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,
http://www.bobstores.com/, http://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. Proposed 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.
WHISKEY ONE: FAIRMD Wants Stay Lifted to Pursue Judgment vs. Polms
------------------------------------------------------------------
FAIRMD, LLC, asks the U.S. Bankruptcy Court to determine that the
automatic stay does not enjoin FAIRMD from exercising remedies
against Richard Polm's and Theresa Polm's membership interests in
Whiskey One Eight, LLC, or, in the alternative, granting FAIRMD
relief from the automatic stay so that it may exercise such
remedies.
According to FAIRMD, it is entitled to pursue and to collect post
judgment remedies after obtaining final, non-appealable judgments
against Richard Polm and Theresa Polm by virtue of judgments by
confession that were entered against them in the Circuit Court for
Anne Arundel County, Maryland for their failure to make payment
under a guaranty agreement, securing repayment of a loan originally
made by Severn Savings Bank, FSB to Polm Development Limited
Partnership that was later on acquired by FAIRMD.
Moreover, FAIRMD tells the Court that FAIRMD's exercise of its
remedies would not run afoul of the automatic stay because it would
not involve taking any action against the Debtor in this chapter 11
proceeding or against property of the bankruptcy estate because
neither Richard Polm nor Theresa Polm is a debtor and their 37.5%
membership interests in the Debtor are their personal property, not
property of the debtor's estate.
FAIRMD emphasizes that the Debtor's estate will not be prejudiced
but will instead benefit from FAIRMD's exercise of remedies because
as FAIRMD's claim is paid down resulting from its exercise of the
remedies against the Polms, the bankruptcy estate’s liability
will be reduced for it will provide a means for FAIRMD to be repaid
in full or in part that will benefit the Debtor and its creditors.
FAIRMD, LLC is represented by:
Lawrence J. Gebhardt, Esq.
Lisa Bittle Tancredi, Esq.
Michael D. Nord, Esq.
Keith M. Lusby, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, Maryland 21202
Telephone: (410) 385-5048
Facsimile: (443) 957-1920
Email: lgebh@gebsmith.com
mnord@gebsmith.com
ltancredi@gebmith.com
klusby@gebsmith.com
About Whiskey One
Whiskey One Eight, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois
signed the petition as managing member. The Debtor disclosed total
assets of $18,008,600 and total liabilities of $5,100,057 as of the
Chapter 11 filing.
Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as
the Debtor's counsel. Judge David E. Rice presides over the case.
The Debtor, on Feb. 10, 2016, filed with the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, a plan of
reorganization, which impairs all general unsecured claims. A
full-text copy of the Plan is available at
http://bankrupt.com/misc/WOEplan0210.pdf
[*] Doron Kenter Joins Robins Kaplan's Bankruptcy Group as Counsel
------------------------------------------------------------------
Robins Kaplan LLP(R) on May 9 disclosed that Doron P. Kenter has
joined the firm's Restructuring and Business Bankruptcy Group as
counsel. Mr. Kenter joins a growing bankruptcy team in New York,
following the arrival of H. Jeffrey Schwartz, partner and co-chair
of the practice, in January.
"Doron's arrival amply reflects Robins Kaplan's continuing
commitment to grow our nationally recognized New York-based
restructuring and reorganization practice team and to enhance our
capabilities to take on and brilliantly execute successfully on
behalf of clients in leading roles both nationwide and particularly
in major cases venued here in the city and in the Wilmington
markets," Mr. Schwartz said.
Mr. Kenter has significant experience representing debtors in major
Chapter 11 proceedings—including Lehman Brothers, Aleris
International, and Deb Shops—as well as secured lenders,
creditors, contract counterparties, asset purchasers, and
distressed companies in financial services, retail, manufacturing,
real estate, and pharmaceutical sectors. He clerked for United
States Bankruptcy Judge Robert E. Gerber of the Southern District
of New York, and joins Robins Kaplan from Weil, Gotshal & Manges,
LLP, where he focused on bankruptcy and out-of-court restructuring
as well as debtors' and creditors' rights.
"I'm tremendously excited to join such a creative and talented
group of lawyers, and look forward to expanding our restructuring
and bankruptcy work in New York and nationally," Mr. Kenter said.
Mr. Kenter is an active member of the American Bankruptcy Institute
and UJA-Federation of New York, where he has been selected as
co-chair of the Young Lawyers Division. He received his J.D., cum
laude, from the University of Pennsylvania Law School, where he
served as managing editor of the Journal of Constitutional Law, an
Arthur Littleton and H. Clayton Louderback legal writing
instructor, and a Rodin-Silverman Scholar.
Mr. Kenter received B.A. degrees, magna cum laude, from Columbia
University and the Jewish Theological Seminary, and was named a
"Rising Star" in Super Lawyers for 2014, 2015, and 2016. He is the
author of more than 125 articles, feature stories, and blog posts
on bankruptcy and related topics.
Robins Kaplan's Restructuring and Business Bankruptcy Group is a
national leader in representing debtors and creditors' committees,
as well as other major parties in interest, including hedge funds,
distressed debt funds, private equity firms, financial
institutions, ad hoc noteholder's committees, asset acquirers,
examiners, investors, lenders, and indenture trustees, in corporate
restructurings and business bankruptcy reorganization cases.
About Robins Kaplan LLP
Robins Kaplan is a trial law firms, with more than 220 lawyers
located in Boston; Los Angeles; Minneapolis; Mountain View, Calif.;
New York; and Naples, Fla. The firm litigates, mediates, and
arbitrates high-stakes, complex disputes, repeatedly earning
national recognition. Firm clients include -- as both plaintiffs
and defendants -- numerous Fortune 500 corporations,
emerging-markets companies, entrepreneurs, and individuals.
[*] Heidrick Releases Study on Post-Bankruptcy Board Attributes
---------------------------------------------------------------
As bankruptcies in the oil and gas sector hit record levels over
the next 24 months, companies seeking to reemerge from Chapter 11
will need to remake their boards of directors. Heidrick &
Struggles, a provider of executive search, leadership consulting
and culture shaping worldwide, on May 9 released a study
identifying seven key attributes of best-in-class directors for
post-bankrupt company's boards.
The first wave of bankruptcies have already hit the U.S. oil and
gas industry, with 67 Chapter 11 filings in the sector in 2015—a
379% increase over the previous year. As the number of
bankruptcies rise with oil prices remaining depressed, companies
emerging from bankruptcy must assemble a new slate of board
directors who can rise to the challenge of bringing the firm back
to financial stability.
A copy of the full leadership white paper is available at:
http://bit.ly/EmptyTable
"Re-building a board is not just a requirement coming out of
Chapter 11; it is an opportunity to renovate a winning mentality
committed to driving shareholder value," said Les Csorba, Partner
in Charge of Heidrick & Struggles' Houston.
"New directors on oil and gas boards should have experience in
building a winning board culture from scratch and in guiding
transformational leadership," Mr. Csorba said. "Based on our work
for bondholders, creditors, and advisors, we have identified seven
essential attributes for directors of companies emerging from
bankruptcy."
The seven attributes of effective post-bankruptcy board members
An owner-oriented mind-set
Transformative thinking
Well-rounded corporate experience
Commitment
Optimism
Frugality
Collegiality—and fierce independence
An owner-oriented mindset:
Bondholders and creditors of post-bankruptcy companies take on the
responsibility of a leveraged balance sheet and a challenged
business—their first priority must be to secure board members who
share their perspective.
Transformative thinking:
These enterprises cannot achieve sustainability without
implementing major commercial and operational changes to overcome
an extremely challenging macroeconomic environment.
Well-rounded corporate experience:
While some directors may bring specialty skill sets, they should be
able to build on broader corporate experience to weigh in on all
matters strategic, operational and commercial.
Commitment:
Active participation and attendance for any board is essential, but
directors of post-bankruptcy boards must be prepared to dig in and
contribute far more time than the typical board calendar demands.
Optimism:
New directors must look through the windshield instead of dwelling
on problems that took the company to bankruptcy.
If the assets are attractive and the strategy sound, the company
will recover; its partners will want to partner again, candidates
will find job postings attractive, and customers will return.
Frugality:
The debt owners in a bankruptcy are understandably focused on
frugality -- and as such, board members must be responsible
stewards of the company's balance sheet providing prudent oversight
of projects, ventures, and corporate initiative.
Collegiality – and fierce independence:
In particular, post-bankruptcy boards must be comprised of
directors who are exceedingly independent and willing to ask tough
questions.
The ideal cultural dynamic in a post-bankruptcy environment
includes mutual respect, trust and candor—and all three are
related.
"Board directors coming onto these post-bankruptcy companies have a
clear recognition that the personal time commitment in at least the
first year post-emergence will be significantly greater than the
usual non-executive director roles," said Mark Livingston, Global
Managing Partner, Natural Resources. "They tend to be energized by
the prospect of crafting a new boardroom culture and shaping a new
corporate direction with their newly elected colleagues drawing on
the best of all their experiences."
About Heidrick & Struggles
Heidrick & Struggles -- http://www.heidrick.com-- serves the
executive talent and leadership needs of the world's top
organizations as a premier provider of leadership consulting,
culture shaping and senior-level executive search services.
Heidrick & Struggles pioneered the profession of executive search
more than 60 years ago.
[^] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Review by Francoise C. Arsenault
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html
Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of
today's health care system. Although much has changed in
hospital administration and health care since the book was first
published in 1987, Dr. Snoke's discussion of the evolution of
the modern hospital provides a unique and very valuable
perspective for readers who wish to better understand the forces
at work in our current health care system.
The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr.
Snoke between the late 1930's through 1969, when he served first
as assistant director of the Strong Memorial Hospital in
Rochester, New York, and then as the director of the Grace-New
Haven Hospital in Connecticut. In these first chapters, Dr.
Snoke examines the evolution and institutionalization of a
number of aspects of the hospital system, including the
financial and community responsibilities of the hospital
administrator, education and training in hospital
administration, the role of the governing board of a hospital,
the dynamics between the hospital administrator and the medical
staff, and the unique role of the teaching hospital.
The importance of Hospitals, Health and People for today's
readers is due in large part to the author's pivotal role in
creating the modern-day hospital. Dr. Snoke and others in
similar positions played a large part in advocating or forcing
change in our hospital system, particularly in recognizing the
importance of the nursing profession and the contributions of
non-physician professionals, such as psychologists, hearing and
speech specialists, and social workers, to the overall care of
the patient. Throughout the first chapters, there are also many
observations on the factors that are contributing to today's
cost of care. Malpractice is just one example. According to
Dr. Snoke, "malpractice premiums were negligible in the 1950's
and 1960's. In 1970, Yale-New Haven's annual malpractice
premiums had mounted to about $150,000." By the time of the
first publication of the book, the hospital's premiums were
costing about $10 million a year.
In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know
it, including insurance and cost containment; the role of the
government in health care; health care for the elderly; home
health care; and the changing role of ethics in health care. It
is particularly interesting to note the role that Senator Wilbur
Mills from Arkansas played in the allocation of costs of
hospital-based specialty components under Part B rather than
Part A of the Medicare bill. Dr. Snoke comments: "This was
considered a great victory by the hospital-based specialists. I
was disappointed because I knew it would cause confusion in
working relationships between hospitals and specialists and
among patients covered by Medicare. I was also concerned about
potential cost increases. My fears were realized. Not only
have health costs increased in certain areas more than
anticipated, but confusion is rampant among the elderly patients
and their families, as well as in hospital business offices and
among physicians' secretaries." This aspect of Medicare caused
such confusion that Congress amended Medicare in 1967 to provide
that the professional components of radiological and
pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-
payment provisions of Part B.
At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole
question of the responsibility of the physician, of the
hospital, of the health agency, brings vividly to mind a small
statue which I saw a great many years ago.it is a pathetic
little figure of a man, coat collar turned up and shoulders
hunched against the chill winds, clutching his belongings in a
paper bag-shaking, tremulous, discouraged. He's clearly unfit
for work-no employer would dare to take a chance on hiring him.
You know that he will need much more help before he can face the
world with shoulders back and confidence in himself. The
statuette epitomizes the task of medical rehabilitation: to
bridge the gap between the sick and a job."
It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and
accept today as part of our medical care was almost nonexistent
when Dr. Snoke began his career in the 1930's. Throughout his
50 years in hospital administration, Dr. Snoke frequently had to
focus on the big picture and the bottom line. He never forgot
the importance of Discharged Cured, however, and his book
provides us with a great appreciation of how compassionate
administrators such as Dr. Snoke have contributed to the state
of patient care today.
Albert Waldo Snoke was director of the Grace-New Haven Hospital
in New Haven, Connecticut from 1946 until 1969. In New Haven,
Dr. Snoke also taught hospital administration at Yale University
and oversaw the development of the Yale-New Haven Hospital,
serving as its executive director from 1965-1968. From 1969-
1973, Dr. Snoke worked in Illinois as coordinator of health
services in the Office of the Governor and later as acting
executive director of the Illinois Comprehensive State Health
Planning Agency. Dr. Snoke died in April 1988.
*********
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 ***