/raid1/www/Hosts/bankrupt/TCR_Public/160531.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, May 31, 2016, Vol. 20, No. 152
Headlines
05-020 VACAVILLE: Case Summary & 2 Unsecured Creditors
06-019 VACAVILLE: Case Summary & 2 Unsecured Creditors
56 MILBANK AVENUE: Hires Houlihan Lawrence as Real Estate Broker
ABC DISPOSAL: Seeks to Hire CliftonLarsonAllen as Accountant
ABEINSA HOLDING: Files Schedules of Assets and Liabilities
AEOLUS PHARMACEUTICALS: Modifies Contract with BARDA
AEOLUS PHARMACEUTICALS: Modifies Contract with BARDA
AMERICAN EQUITY: A.M. Best Affirms 'BB' Preferred Stock Rating
ARCHDIOCESE OF ST. PAUL: At Odds with Victims, Insurers Over Plan
ASPECT SOFTWARE: Court Approves Plan to Deleverage Balance Sheet
ASPECT SOFTWARE: Emerges From Court Restructuring Process
ATKINSON INVESTMENT: Wants Exclusivity Period Extended
ATLANTIC & PACIFIC: Asks Court to Approve Deal with Noteholders
BERNARD L. MADOFF: Victims May Get New $247-Mil. Disbursement
BHAKTA LLC: Seeks to Hire Galewski as Legal Counsel
BIND THERAPEUTICS: 341 Meeting of Creditors Set for June 2
BON-TON STORES: May Struggle to Pay Debt in 2017
BRUNO HOLDINGS: Case Summary & Unsecured Creditor
C COMPANY: Okayed to Sell 2013 Ford 150, Mirage Trailer
C COMPANY: Wins Nod to Auction Off 5 Vehicles
CAESARS ENTERTAINMENT: Oaktree Cautions Congress vs. Back-Room Deal
CANDEO SCHOOLS: S&P Affirms 'BB+' Rating on $10.935MM 2013 Bonds
CANDY INTERMEDIATE: Moody's Affirms B2 Corporate Family Rating
CASA MEDIA: Wants Exclusive Plan Filing Deadline Moved to Sept. 27
CENGAGE LEARNING: Said to Change Mix of $2.3B Financing for Payout
CHARLES BRELAND: Bid to Recover Attorneys' Fees Denied
CIRCLE SHERMAN: 5th Cir. Flips Portion of Ruling in Contract Rift
COLORADO CHOICE: A.M. Best Reviews 'B' FSR with Neg. Implications
CONIFER HOLDINGS: A.M. Best Assigns 'bb' Issuer Credit Rating
CONSOL ENERGY: S&P Lowers CCR to 'B', Outlook Stable
DATA SYSTEMS: Hires Income Property as Trustee's Property Manager
DAWSON INTERNATIONAL: Case Summary & Top Unsecured Creditors
DEWEY & LEBOEUF: DiCarmine Hires New Lawyer for Second Trial
DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
DIOCESE OF DULUTH: Scheduled for Mediation with Victims in July
DLS PRECISION: Case Summary & 20 Largest Unsecured Creditors
EYL INVESTMENT: Wants Exclusive Plan Filing Extended by 60 Days
FERRARA CANDY: S&P Affirms 'B' CCR on Proposed Dividend
FERRELLGAS PARTNERS: S&P Affirms 'B+' CCR, Outlook Negative
FINJAN HOLDINGS: Provides Litigation Update in Sophos Case
FM KELLY CONSTRUCTION: Hires McBreen as Counsel
FOODSERVICEWAREHOUSE.COM: Hires Donlin Recano as Claims Agent
FOODSERVICEWAREHOUSE.COM: Seeks to Hire Heller Draper as Counsel
FTE NETWORKS: Effects 1-for-20 Reverse Stock Split
GENESYS RESEARCH: Vertex Tapped to Decommission Leased Facilities
GEORGE SHEDD: Court Partially Grants Bid to Dismiss Counterclaims
GLOBAL TAXI: Hires Quilling as General Counsel
GREAT BASIN: Prices $6 Million Public Offering of Units
GRIDWAY ENERGY: Seeks to Dismiss Remaining Chapter 11 Cases
GYMBOREE CORP: S&P Lowers CCR to 'SD', Off CreditWatch Neg.
H-D ACQUISITION: Hires Kline as Counsel
HARBORVIEW TOWERS COUNCIL: Court Defers Ruling on Dismissal Bid
HORSEHEAD HOLDING: Wants Exclusive Plan Filing Extended to Oct. 29
HYLAND SOFTWARE: S&P Revises Outlook to Stable & Affirms 'B' CCR
INSTITUTE OF CARDIOVASCULAR: FCA Suit Can Proceed
INTELLIPHARMACEUTICS INT'L: Proposes to Offer Units and Warrants
INVENTIV HEALTH: Extends Vice Chairman's Employment Until 2018
INVENTIV HEALTH: S&P Raises CCR to 'B', Outlook Stable
INVENTIV HEALTH: Shareholders Elect David Southwell as Director
JAMES DONNAN: Bids for Summary Judgment by Switzer, Miller Granted
JOINED ALLOYS: Case Summary & 20 Largest Unsecured Creditors
JTP CORP: Seeks to Hire Vorndran Shilliday as Legal Counsel
JUMIO INC: Says Estate Lacks Funds to Pay Committee Professionals
JUMIO INC: Seeks Conversion of Case to Chapter 7
LAURA ELSHEIMER: Hires Van Dam Law as Bankruptcy Counsel
LAWRENCE FROMELIUS: CBRE to Appraise Greenfield Properties
LIBERTY ASSET: Committee Seeks to Hire DSI as Financial Advisor
LINC USA GP: Case Summary & 30 Largest Unsecured Creditors
M SPACE: De Minimis Asset Sale Procedures Approved
MACON CHARTER: Taps Callins Law as Bankruptcy Counsel
MARION AVENUE: Wants Plan Filing Deadline Moved to July 27
MEDIASHIFT INC: Wants Exclusive Plan Filing Extended to Sept. 26
MELENDEZ ENTERPRISES: Taps Miranda & Maldonado as Bankr. Counsel
MENDOCINO COAST: S&P Withdraws 'CCC' Rating on GO Bonds
METROGATE LLC: Involuntary Ch. 11 Petition Dismissed
MID-STATES SUPPLY: Wants Exclusive Plan Filing Extended to Sept. 6
MOUNTAIN PROVINCE: Files Amended Form 6-K Report with SEC
MUSCLEPHARM CORP: More Than $45M in Future Commitments Trimmed
NATIONAL UNITY: A.M. Best Lowers Fin. Strength Rating to B-(fair)
NC MUTUAL: A.M. Best Lowers Fin. Strength Rating to 'C++'
NEW SPIRIT OF PRAYER: Court Confirms 1st Amended Ch. 11 Plan
PACIFIC WEBWORKS: 51% Ownership in Asher Sold for $20,000
PEACHTREE CASUALTY: A.M. Best Lowers Fin. Strength Rating to 'C-'
PEARSON BROTHERS: Ch. 7 Trustee's Final Report Approved
PENN VIRGINIA: 341 Meeting of Creditors Set for June 15
PENN VIRGINIA: Hires Epiq Bankruptcy as Administrative Advisor
PENN VIRGINIA: Hires KPMG LLP as Auditor
PENN VIRGINIA: Taps Jefferies LLC as Investment Banker
PHILMONT INSURANCE: A.M. Best Affirms 'B' Finc'l. Strength Rating
PICO HOLDINGS: Bloggers Calculate NPV of 2 CEO Scenarios
RADNOR HOLDINGS: Ex-CEO Appeals Skadden Fees to Supreme Court
REPUBLIC AIRWAYS: Wants Dec. 31 Deadline for Exclusive Plan Filing
RESTAURANTS ACQUISITION: Wants Sept. 27 Plan Filing Deadline
RICHARD CORPORATION: Case Summary & 5 Unsecured Creditors
ROBERT SPENLINHAUER: Ch. 11 Trustee's Lis Pendens Bid Granted
SA INTER INVEST: Wants Sept. 11 Deadline for Solicitation Period
SFX ENTERTAINMENT: Exclusive Plan Filing Deadline Moved to Aug. 29
SFX ENTERTAINMENT: Flavorus Assets Auction Date Moved to June 1
SFX ENTERTAINMENT: TriNet Objects Sale of Flavorus Assets
SHEEHAN PIPE LINE: Court OK's Limited Use of Cash Collateral
SHEEHAN PIPE LINE: Creditors' Committee Objects to Cash Use
SHEEHAN PIPE LINE: Responds to Surety's Cash Use Objection
SKAGIT GARDENS: Case Summary & 20 Largest Unsecured Creditors
SMALLVILLE PRESCHOOL: Seeks to Hire Johnston as Legal Counsel
SMART TECHNOLOGIES: S&P Puts 'CCC+' CCR on CreditWatch Positive
SPJST SOCIETY: A.M. Best Affirms 'bb' ICR, Alters Outlook to Stable
STEREOTAXIS INC: Files Conflict Minerals Report with SEC
STERLING MID-HOLDINGS: S&P Lowers ICR to CCC on Weak Performance
SUMMIT ACCOMMODATORS: Summary Judgment for Keillor Affirmed
TELESPEAK CCA: Case Summary & 15 Unsecured Creditors
TENASKA ALABAMA: S&P Affirms 'BB' Rating on $361MM Sr. Bonds
UNI-PIXEL INC: Offering Common Stock and Warrants
USHEALTH GROUP: A.M. Best Hikes Fin. Strength Rating From B(fair)
VIKING CONSTRUCTORS: To Hire Pacific Boat as Broker
WALTER ENERGY: Order Allowing Rejection of CBA Affirmed
WARREN RESOURCES: Amends 2015 Form 10-K
WEIGHT WATCHERS: S&P Affirms 'B-' CCR, Outlook Stable
[^] Large Companies with Insolvent Balance Sheet
*********
05-020 VACAVILLE: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: 05-020 Vacaville II Business Trust
6767 W. Tropicana Ave. Ste. 206
Las Vegas, NV 89103
Case No: 16-12928
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. Bruce T. Beesley (16-12928)
Debtor's Counsel: Timothy P. Thomas, Esq.
LAW OFFICES OF TIMOTHY P. THOMAS, LLC
1771 E. Flamingo Rd, Ste B-212
Las Vegas, NV 89119
Tel: (702) 227-0011
Fax: (702) 227-0334
E-mail: tthomas@tthomaslaw.com
Total Assets: 969,900
Total Liabilities: $152,742
The petition was signed by Peter Becker, manager of trustee.
A list of 05-020 Vacaville II's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb16-12928.pdf
06-019 VACAVILLE: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: 06-019 Vacaville III Business Trust
6767 W. Tropicana Ave. Ste. 206
Las Vegas, NV 89103
Case No: 16-12929
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Hon. Mike K. Nakagawa (16-12929)
Debtor's Counsel: Timothy P. Thomas, Esq.
LAW OFFICES OF TIMOTHY P. THOMAS, LLC
1771 E. Flamingo Rd, Ste B-212
Las Vegas, NV 89119
Tel: (702) 227-0011
Fax: (702) 227-0334
E-mail: tthomas@tthomaslaw.com
Total Assets: $1.81 million
Total Liabilities: $1.04 million
The petition was signed by Peter Becker, manager of trustee.
A list of 06-019 Vacaville III's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb16-12929.pdf
56 MILBANK AVENUE: Hires Houlihan Lawrence as Real Estate Broker
----------------------------------------------------------------
56 Milbank Avenue, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Houlihan
Lawrence Inc. as real estate broker to the Debtor.
56 Milbank Avenue requires Houlihan to:
(a) advertise and market the sale of the Debtor's property;
(b) list the property with MLS and/or similar electronic
database;
(c) photograph the property and distribute information about
the property;
(d) cooperate with and offer compensation to cooperating
brokers or buyer agents; and
(e) assist with facilitating a sale of the property either at
auction or otherwise.
Houlihan will be paid a commission of 5% of the gross sale price of
the property sold.
Houlihan will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John Bates, licensed real estate broker at Houlihan Lawrence Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Houlihan can be reached at:
John Bates
HOULIHAN LAWRENCE INC.
100 West Putnam Avenue
Greenwich, CT 06830
Tel: (203) 869-0700
E-mail: jbates@houlihanlawrence.com
About 56 Milbank Avenue
56 Milbank Avenue, LLC filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 15-22710) on May 20, 2015. The petition was
signed by Joel M. Friedberg, member.
The Debtor estimated assets of $1 million to $10 million and
estimated liabilities of $1 million to $10 million.
ABC DISPOSAL: Seeks to Hire CliftonLarsonAllen as Accountant
------------------------------------------------------------
ABC Disposal Service, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Massachusetts to hire
CliftonLarsonAllen, LLP as their accountant.
The Debtors propose to hire the firm to:
(1) prepare financial statements comprising of the combined
December 31, 2015 balance sheet and the related combined
statements of operations and owner's equity and cash
flows;
(2) prepare depreciation schedules and adjusting journal
entries.
CliftonLarsonAllen will be compensated based on its normal hourly
billing rates, and will receive reimbursement for work-related
expenses. The firm seeks a retainer in the initial amount of
$12,000, payable prior to the commencement of any services.
Michele Pratt, a principal at CliftonLarsonAllen, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
CliftonLarsonAllen can be reached through:
Michele Pratt
CliftonLarsonAllen LLP
700 Pleasant Street, Third Floor
New Bedford, Massachusetts 02740
Tel: (508) 441-3300
About ABC Disposal
ABC Disposal Service, Inc. 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.
New Bedford Waste owns and operates municipal solid waste and
construction and demolition debris transfer stations in New
Bedford, Sandwich, and Rochester, Massachusetts which transfer and
process residential, commercial, industrial, and institutional and
construction wastes under approved state and local government
permits and licenses.
Solid Waste Services, Inc. is a Massachusetts corporation organized
in 1999 to hold an ownership interest in New Bedford Waste.
Shawmut Associates and A&L Enterprises are Massachusetts limited
liability companies which own and lease real estate to ABC and New
Bedford Waste in connection with their operations.
ZERO Waste Solutions, LLC is a Massachusetts limited liability
company formed in 2013 for the purposes of developing and operating
an advanced mixed waste recycling facility located on Shawmut
Associates' Rochester property to process and market recyclable
material and then turn unrecyclable material into compact, clean
burning, high yield fuel briquettes which have a variety of
industrial uses.
The principals of the Debtors are Laurinda F. Camara and her
children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara,
and Michael A. Camara. Each of the Principals owns 20% of the
stock in ABC. Each of Susan M. Sebastiao, Kenneth J. Camara,
Steven A. Camara and Michael A. Camara own a 12.5% interest in New
Bedford Waste and a 25% interest in Shawmut Associates, A&L
Enterprises, and Solid Waste Services. Solid Waste Services owns
the remaining 50% of the membership interests in New Bedford Waste.
New Bedford Waste owns 80% of the membership interests in ZERO
Waste.
ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid
Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises,
LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos.
16-11787 to 16-11792, respectively) on May 11, 2016. The petitions
were signed by Michael A. Camara as vice president/CEO.
Murphy & King Professional Corporation serves as the Debtors'
counsel. Argus Management Corp. serves as their financial
advisor.
The cases are pending joint administration before Judge Joan N.
Feeney.
ABEINSA HOLDING: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Abeinsa Holding Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- -------------- -----------------
A. Real Property $0
B. Personal Property $90,321,931.05
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $0
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $5,962,806,636.94
-------------- -----------------
Total $90,321,931.05 $5,962,806,636.94
A copy of the schedules is available for free at:
https://is.gd/guBpIP
About Abeinsa Holding
Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor
USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction
Services LLC, Abeinsa Abener Teyma General Partnership, Abener
Teyma Mojave General Partnership, Abener Teyma Inabensa Mount
Signal Joint Venture, Teyma USA & Abener Engineering and
Construction Services General Partnership, Teyma Construction USA,
LLC, Abener North America Construction L.P., and Inabensa USA, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 16-10790) on March 29, 2016. The petitions were signed by
Javier Ramirez as treasurer.
DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk
serves as the Debtors' claims and noticing agent.
About Abengoa S.A.
Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors. Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.
As of the end of 2015, Abengoa, S.A. was the parent company of 687
other companies around the world, including 577 subsidiaries, 78
associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests of
less than 20% in other entities.
On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.
On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its stakeholders.
U.S. Bankruptcy
Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on March
28, 2016, to seek U.S. recognition of its restructuring
proceedings in Spain. Christopher Morris signed the petitions as
foreign representative. DLA Piper LLP (US) represents the Debtors
as counsel.
Involuntary petitions were filed against the three affiliated
entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy
Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC
–
under Chapter 7 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Nebraska and the United States
Bankruptcy Court for the District of Kansas. The bankruptcy cases
for affiliate Abengoa Bioenergy of Nebraska, LLC and Abengoa
Bioenergy Company, LLC were converted to cases under chapter 11 of
the Bankruptcy Code and transferred to the United States Bankruptcy
Court for the Eastern District of Missouri.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own, operate,
and/or service four ethanol plants in Ravenna, York, Colwich, and
Portales, each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Eastern District of Missouri. The cases
are pending before the Honorable Kathy A. Surratt-States and are
jointly administered under Case No. 16-41161.
Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Proposed Lead Case No. 16-10790) on March 29, 2016.
AEOLUS PHARMACEUTICALS: Modifies Contract with BARDA
----------------------------------------------------
Aeolus Pharmaceuticals, Inc., executed a Modification of Contract
with the Biomedical Advanced Research and Development Authority, a
division of the United States Department of Health and Human
Services. The Modification relates to the Company's advanced
research & development contract with BARDA, worth up to $118.4
million, for the development of AEOL 10150 as a treatment for the
pulmonary and delayed effects of acute radiation exposure following
a nuclear detonation or accident.
The purpose of the Modification is to provide $420,981 in
additional funding to complete a pharmacometric analysis of data
from all completed animal efficacy studies of AEOL 10150. The
analysis will include population analysis of time course of the
efficacy endpoints in the control and treated groups. The
population model of the efficacy endpoints will be employed to
perform simulations to determine optimal dose, dose frequency and
duration of treatment to inform human safety requirements.
About Aeolus Pharmaceuticals
Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense. The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.
The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS"). Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event. It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.
Aeolus reported a net loss of $2.62 million for the fiscal year
ended Sept. 30, 2015, compared to a net loss of $80,000 for the
fiscal year ended Sept. 30, 2014.
As of March 31, 2016, Aeolus had $6.26 million in total assets,
$1.23 million in total liabilities and $5.02 million in total
stockholders' equity.
AEOLUS PHARMACEUTICALS: Modifies Contract with BARDA
----------------------------------------------------
Aeolus Pharmaceuticals, Inc., executed a Modification of Contract
with the Biomedical Advanced Research and Development Authority, a
division of the United States Department of Health and Human
Services. The Modification relates to the Company's advanced
research & development contract with BARDA, worth up to $118.4
million, for the development of AEOL 10150 as a treatment for the
pulmonary and delayed effects of acute radiation exposure following
a nuclear detonation or accident.
The purpose of the Modification is to provide $420,981 in
additional funding to complete a pharmacometric analysis of data
from all completed animal efficacy studies of AEOL 10150. The
analysis will include population analysis of time course of the
efficacy endpoints in the control and treated groups. The
population model of the efficacy endpoints will be employed to
perform simulations to determine optimal dose, dose frequency and
duration of treatment to inform human safety requirements.
About Aeolus Pharmaceuticals
Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense. The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.
The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS"). Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event. It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.
Aeolus reported a net loss of $2.62 million for the fiscal year
ended Sept. 30, 2015, compared to a net loss of $80,000 for the
fiscal year ended Sept. 30, 2014.
As of March 31, 2016, Aeolus had $6.26 million in total assets,
$1.23 million in total liabilities and $5.02 million in total
stockholders' equity.
AMERICAN EQUITY: A.M. Best Affirms 'BB' Preferred Stock Rating
--------------------------------------------------------------
A.M. Best has affirmed the financial strength rating of A-
(Excellent) and the issuer credit ratings (ICR) of a- of American
Equity Investment Life Insurance Company (AEILIC) and its
subsidiaries, American Equity Investment Life Insurance Company of
New York (Lake Success, NY) and Eagle Life Insurance Company,
collectively referred to as AEL. Concurrently, A.M. Best has
affirmed the ICR of bbb- and the issue and shelf ratings of
AEILIC’s parent, American Equity Investment Life Holding Company
[NYSE:AEL]. The outlook for each rating is stable. All companies
are domiciled in West Des Moines, IA, unless otherwise specified.
(Please see below for detailed listing of the issue and shelf
ratings.)
The affirmation of the ratings reflects AEL's position as a leading
provider of fixed-indexed annuities (FIA), consistently ranking in
the top three by market share. Additionally, the expanded
utilization of Eagle Life Insurance Company to offer FIAs through
broker-dealers provides diversification to AEL's distribution
channels. GAAP and statutory earnings have benefited from strong
sales growth, stable investment margins and overall growth in
assets under management. Risk-adjusted capitalization remains
adequate for its investment, insurance and business risks.
Financial leverage and interest coverage ratios are within
guidelines for the current ratings.
Partially offsetting these positive factors is AEL's concentration
in FIAs, with only modest product diversification and high interest
rate sensitivity. While rising interest rates could create
dis-intermediation risks, A.M. Best notes that AEL’s liability
profile is well protected by strong surrender charges of long
duration. Despite a record sales year in 2015, AEL faces increased
competition within the FIA market which could pressure growth and
strain future operating performance. Additionally, the recent
adoption of the U.S. Department of Labor rule requiring higher
fiduciary standards for tax qualified fixed annuity writers may
also impact top line revenue growth and increase operating costs.
A.M. Best notes an increase in overall investment risk as measured
by higher risk assets to capital. Finally, while the fixed income
portfolio in the aggregate remains in a net unrealized gain
position, there has also been an increase in the gross unrealized
loss position of the bond portfolio.
Key rating factors that could result in a positive rating action
include a modification of the business profile to include a
substantial volume of creditworthy business that diversifies the
risks related to the mono-line annuity product line, such as
ordinary life insurance.
Key rating factors that could result in a negative rating action
include an unfavorable operating performance through declining
premium trends or reduced investment yields, a material increase in
investment write-downs or higher unrealized losses within the
investment portfolio due to rising credit risk. Additionally, a
significant decline in absolute or risk-adjusted capitalization
could result in a negative rating action.
The following issue rating has been affirmed:
American Equity Investment Life Holding Company
-- bbb- on $400 million 6.625% senior unsecured notes, due
2021
The following indicative ratings under the shelf registration have
been affirmed:
American Equity Investment Life Holding Company
-- bbb- on senior unsecured debt
-- bb+ on subordinated debt
-- bb on preferred stock
American Equity Capital Trust V and VI
-- bb on trust preferred securities
ARCHDIOCESE OF ST. PAUL: At Odds with Victims, Insurers Over Plan
-----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
the Roman Catholic Archdiocese of St. Paul and Minneapolis unveiled
a bankruptcy-reorganization plan on May 26 that sets aside at least
$65 million to help compensate hundreds of clergy sexual-abuse
victims.
According to the report, the plan was filed with the U.S.
Bankruptcy Court in Minneapolis after negotiations with victims'
lawyers and the archdiocese’s insurance companies failed to
produce a consensual resolution to the bankruptcy.
"While we believe that this plan is fair, we also know that some
well-intentioned people may raise objections," the report cited
Twin Cities Archbishop Bernard A. Hebda as saying in a statement on
May 26. "We are committed to working earnestly with everyone
involved to find a fair, just and timely resolution."
In what is known as a "cramdown" in bankruptcy parlance, the
archdiocese has asked Judge Robert Kressel, the judge overseeing
the chapter 11 case, to approve the plan over victims' objections,
the report related. A cramdown scenario in bankruptcy requires a
judge to decide whether to force a creditor that has voted "no" to
accept a chapter 11 plan anyway, on the basis that the plan is
fair, the report noted.
Victims say the archdiocese's actual contribution to the plan,
about $13.1 million, amounts to only a small fraction of the value
of the archdiocese's total assets, the report further related.
Jeff Anderson, a lawyer who represents most of the nearly 450
victims that have filed claims, said the archdiocese's bankruptcy
plan has "proven the archdiocese's pledge to put survivors first to
be hollow and their pledge to be transparent to be shallow," the
report added.
About the Archdiocese of Saint Paul
and Minneapolis
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and
parishes
are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on
Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases
in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
U.S. Trustee for Region 12 appointed five creditors to serve on
the
official committee of unsecured creditors.
The U.S. Trustee appointed five creditors to serve on the
Committee
of Parish Creditors. Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
ASPECT SOFTWARE: Court Approves Plan to Deleverage Balance Sheet
----------------------------------------------------------------
Aspect Software, a cloud provider of fully-integrated consumer
engagement, workforce optimization, and back-office solutions, on
May 24 disclosed that its strategic action to facilitate its
long-term growth, product innovation and ongoing pivot towards
becoming the industry's leading cloud-based provider has been
approved by the court. In March, the company entered into a
pre-arranged agreement with certain unaffiliated holders of
Aspect's debt obligations to ready the company for a financial
restructuring and replacement of its existing credit facilities.
The pre-arranged agreement, which was approved by the court on May
24, results in the reduction of more than $320 million of
indebtedness, new secured financing and an infusion of fresh
convertible debt capital to facilitate growth. Aspect expects to
formally emerge from the restructuring process imminently after
completing normal administrative processes.
"The court's approval marks a major milestone in the multi-year
transformation of Aspect's business, through which we have evolved
from a legacy technology company that sold a limited set of
on-premises contact center software, to a contemporary and
comprehensive provider of contact center and workforce optimization
solutions in the cloud," said Stew Bloom, Aspect's Chairman and
CEO. "The expeditious completion of this transaction facilitates a
new runway for accelerated growth as we begin executing on the next
phase of the company's long-term strategic vision."
During Aspect's transformation, the company invested $160 million
in acquisitions, technology agreements and partnerships that have
resulted in the industry's most comprehensive product portfolio.
Aspect has a strong income statement with over $400 million in
revenue, $300 million of which is recurring, and strong EBITDA
performance. Moreover, the company maintains $100 million in Cloud
revenue backlog, driven in part by new year-over-year bookings
growth of over 20% in 2015.
Mr. Bloom added, "The increased liquidity that results from this
transaction will facilitate investments in R&D, cloud
infrastructure and the launch of the market's first true Customer
Engagement Center in the cloud, Aspect Via."
To consummate the pre-arranged agreement, Aspect and certain of its
affiliates commenced voluntary cases under chapter 11 of the United
States Bankruptcy Code in the District of Delaware on
March 8, 2016. The arrangement was principally led by certain
affiliates and funds of GSO Capital, a unit of The Blackstone
Group, Guggenheim Partners Investment Management, LLC, and MidOcean
Credit Partners. GSO Capital Partners LP is the global credit
investment platform of Blackstone, one of the world's leading
investment firms with $330B in assets under management. Guggenheim
Partners Investment Management, LLC is an affiliate of Guggenheim
Partners, a global investment and advisory firm. MidOcean Credit
Partners is a multi-billion alternative credit manager and is
affiliated with MidOcean Partners, a New York based private equity
firm.
Aspect's advisors with respect to the restructuring were Kirkland &
Ellis (as restructuring counsel), Jefferies LLC (as investment
banker), and Alix Partners LLP (as restructuring advisor).
About Aspect Software Parent
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed
the petitions as executive vice president and chief financial
officer.
The Debtors are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Joshua A.
Sussberg, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland &
Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Esq., and
William A. Guerrieri, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois. The Debtors also tapped Alix Partners, LLP as financial
advisor, Jefferies LLC as investment banker and Prime Clerk LLC as
claims, notice, and balloting agent.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Aspect Software Parent, Inc.
ASPECT SOFTWARE: Emerges From Court Restructuring Process
---------------------------------------------------------
Aspect Software, a cloud provider of fully-integrated consumer
engagement, workforce optimization and back-office solutions, on
May 30 disclosed that its strategic action to facilitate its
long-term growth, product innovation and ongoing pivot towards
becoming the industry's leading cloud-based provider has been
completed. In March, the company entered into a pre-arranged
agreement with certain unaffiliated holders of Aspect's debt
obligations to ready the company for a financial restructuring and
replacement of its existing credit facilities. The pre-arranged
agreement, which was approved by the court on May 29, results in
the reduction of more than $320 million of prepetition
indebtedness, the incurrence of new secured financings and an
infusion of fresh convertible debt capital to facilitate growth.
Effective May 30, Aspect has emerged from the restructuring
process.
"Our emergence from the restructuring process marks a major
milestone in the multi-year transformation of Aspect's business,
through which we have evolved from a legacy technology company that
sold a limited set of on-premises contact center software, to a
contemporary and comprehensive provider of contact center and
workforce optimization solutions in the cloud," said Stew Bloom,
Aspect's Chairman and CEO. "The increased liquidity that results
from our restructuring efforts will facilitate investments in R&D,
cloud infrastructure and the launch of the market's first true
Customer Engagement Center in the cloud, Aspect Via."
During Aspect's transformation, the company invested $160 million
in acquisitions, technology agreements and partnerships that have
resulted in the industry's most comprehensive product portfolio.
Aspect has a strong income statement with over $400 million in
revenue, $300 million of which is recurring, and strong EBITDA
performance. Moreover, the company maintains $100 million in Cloud
revenue backlog, driven in part by new year-over-year bookings
growth of over 20% in 2015.
To consummate the pre-arranged agreement, Aspect and certain of its
affiliates commenced voluntary cases under chapter 11 of the United
States Bankruptcy Code in the District of Delaware on
March 8, 2016. The arrangement was principally led by certain
affiliates and funds of GSO Capital, a unit of Blackstone,
Guggenheim Partners Investment Management, LLC, and MidOcean Credit
Partners. GSO Capital Partners LP is the global credit investment
platform of Blackstone, one of the world's leading asset management
firms with $330 billion in assets under management. Guggenheim
Partners Investment Management, LLC is an affiliate of Guggenheim
Partners, a global investment and advisory firm. MidOcean Credit
Partners is a multi-billion alternative credit manager and is
affiliated with MidOcean Partners, a New York based private equity
firm.
Aspect's advisors with respect to the restructuring were Kirkland &
Ellis (as restructuring counsel), Jefferies LLC (as investment
banker) and Alix Partners LLP (as restructuring advisor).
About Aspect Software Parent
Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries. Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.
Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed
the petitions as executive vice president and chief financial
officer.
The Debtors are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Joshua A.
Sussberg, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland &
Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Esq., and
William A. Guerrieri, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois. The Debtors also tapped Alix Partners, LLP as financial
advisor, Jefferies LLC as investment banker and Prime Clerk LLC as
claims, notice, and balloting agent.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Aspect Software Parent, Inc.
ATKINSON INVESTMENT: Wants Exclusivity Period Extended
------------------------------------------------------
Atkinson Investment Holding, Inc., asks the U.S. Bankruptcy Court
for the Middle District of Florida to extend the exclusivity period
until sometime after mediation has been completed.
On April 5, 2016, the Court entered its agreed omnibus order upon
consideration of a stay motion by Centennial Bank and related case
management wherein the Debtor will maintain the exclusive right to
file a plan of reorganization in the reorganization until May 27,
2016.
On May 3, 2016, the Debtor and Centennial Bank attended a mediation
where the parties agreed to keep mediation open for further
discussions. The Omnibus Order anticipated that the mediation
would be complete before the exclusivity period expired, May 27,
2016, but the mediation is ongoing.
The Debtor says that due to the fact that mediation is ongoing, it
is requested that the exclusivity period be extended until sometime
after mediation has been completed.
About Atkinson Investment
Atkinson Investment Holding, Inc., filed a Chapter 11 petition
(Case No. 16-00711) in the U.S. Bankruptcy Court for the Middle
District of Florida (Tampa) on January 28, 2016. The petition was
signed by Ann-Margret Arbet, president. The Debtor has tapped
David W Steen, P.A., as its legal counsel. The case is assigned to
Judge Catherine Peek McEwen. The Debtor disclosed total assets of
$2.5 million and debts of $2.16 million.
ATLANTIC & PACIFIC: Asks Court to Approve Deal with Noteholders
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and certain of its
affiliates, and the Official Committee of Unsecured Creditors ask
the U.S. Bankruptcy Court to approve a global settlement and
further amend the Debtors' authority to use cash collateral.
After intense arms'-length negotiations, the Debtors and the
Creditors' Committee reached a Global Settlement with the majority
holders of the Senior Secured PIK Toggle Notes due 2017 and the
majority holders of the Senior Secured Convertible Notes due 2018
-- the only remaining secured creditors of the Debtors.
The Parties has reported that after further discussions, the
Debtors' unions and pension plans now support the Global
Settlement, in consideration for the resolution and waiver of the
Creditors' Committee's potential challenges that have been
preserved under the Final DIP Order, including the avoidance of
prepetition liens of the Secured Creditors and equitable
subordination of the Secured Creditors's claims, and the Unions'
and Pension Plans' support for the Global Settlement, paving the
way for an efficient consensual resolution of these chapter 11
cases.
Pursuant to the Global Settlement the Secured Creditors have agreed
to:
(a) Cede $11.25 million in cash collateral and share in proceeds
from avoidance actions with the Debtors' estates.
(b) Share in the proceeds of a prepetition cause of action of
the Debtors with the Pension Plans, with 5% of such proceeds (not
to exceed $1.5M) to be distributed to the Pension Plans.
(c) Share 5% of the value of tax savings actually realized by
the Secured Creditors with the Pension Plans to the extent the
Debtors file a chapter 11 plan that provides for the continued
operation of the liquor stores by the reorganized Debtors and the
preservation of net operating loss carryforwards.
(d) Support a substantial contribution claim of the United Food
and Commercial Workers Union, International Union and consent to
the payment of $1.5M in fees and expenses of the attorneys and
financial advisors to the Unions.
In addition, the Global Settlement also provides that the Debtors
will continue making pay downs of the Secured Creditors' claims,
subject to a modified wind down budget that will allow for the
continued use of Cash Collateral by the Debtors, and likewise
resolves the litigation between the Debtors and the Pension Plans
regarding the allowance and amount of the Pension Plans' asserted
administrative expense claims.
Attorneys for Debtors and Debtors in Possession:
Ray C. Schrock, P.C.
Garrett A. Fail, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Email: ray.schrock@weil.com
garrett.fail@weil.com
Counsel for the Official Committee of Unsecured Creditors:
Robert J. Feinstein, Esq.
Bradford J. Sandler, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
780 Third Avenue, 34th Floor
New York, New York 10017
Telephone: (212) 561-7700
Facsimile: (212) 561-7777
Email: rfeinstein@pszjlaw.com
bsandler@pszjlaw.com
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter
11petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an order directing joint administration
of the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, Inc., and its debtor affiliates under Lead Case No.
15-23007.
BERNARD L. MADOFF: Victims May Get New $247-Mil. Disbursement
-------------------------------------------------------------
The American Bankruptcy Institute, citing Kevin McCoy of USA Today,
reported that investment victims swindled by Bernard Madoff could
soon receive their share of a new $247 million repayment to help
cover losses from the historic fraud.
According to the report, more than seven years after the Ponzi
scheme mastermind's massive scam collapsed, court-appointed trustee
Irving Picard on May 26 filed a motion seeking U.S. Bankruptcy
Court approval for the new disbursement. If the court grants
approval at a scheduled June 15th hearing, the trustee would
allocate roughly $171 million for immediate distribution to 972
accounts held by former Madoff investment clients, the report said.
Approximately $76 million would be held in reserve for additional
claims affected by pending litigation, the report added.
Total repayments to Madoff clients whose claims have been allowed
would rise to approximately $9.45 billion under the new
distribution plan, the report related. Picard has so far allowed
2,597 claims by the thousands of individual investors, charities,
celebrities and others swindled by Madoff in the decades-long scam,
the report further related.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of December
2015, the SIPA Trustee has recovered more than $10.91 billion and
has distributed approximately $9.16 billion, including $833
million
in committed advances from the Securities Investor Protection
Corporation (SIPC).
BHAKTA LLC: Seeks to Hire Galewski as Legal Counsel
---------------------------------------------------
Bhakta, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire Galewski Law Group, P.A. as its
bankruptcy counsel.
The Debtor proposes to hire the firm to:
(a) give legal advice about its powers and duties as a
debtor-in-possession;
(b) take the necessary action to recover any preferential
transfers, fraudulent transfers or other voidable
transfers;
(c) take the necessary action to enjoin or stay any suits and
proceedings against the Debtor;
(d) represent the Debtor in any negotiations with potential
financing sources, and prepare any contracts, security
agreements, or other documents necessary to obtain
financing;
(e) represent the Debtor with respect to any issues relating
to the use of cash collateral;
(f) represent the Debtor with respect to any issues relating
to the rejection, assumption or assignment of its
executory contracts or unexpired leases;
(g) represent the Debtor with respect to any issues relating
to the resolution of claims;
(h) represent the Debtor in the negotiation and preparation
of any plans of reorganization and disclosure statements;
(i) represent the Debtor in all adversary proceedings,
contested matters and matters involving administration of
the case; and
(j) prepare legal papers on behalf of the Debtor.
The Debtor also proposes to pay the firm attorney's fee and
reimburse the firm for work-related expenses.
Galewski does not represent interest adverse to the Debtor or its
estate, according to court filings.
The firm can be reached through:
Stanley J. Galewski, Esq.
Galewski Law Group, P.A.
1112 E. Kennedy Blvd.
Tampa, FL 33602
Office: 813-222-8210
Fax: 813-222-8211
Email: stan@galewski.com
About Bhakta LLC
Bhakta, LLC sought protection under Chapter 11 of the Bankruptcy
Code in the Middle District of Florida (Tampa) (Case No. 16-04425)
on May 23, 2016. The petition was signed by Umesh Bhakta, mgrm.
The Debtor disclosed total assets of $1.2 million and total debts
of $2.62 million.
BIND THERAPEUTICS: 341 Meeting of Creditors Set for June 2
----------------------------------------------------------
The meeting of creditors of BIND Therapeutics, Inc., et al., is set
to be held on June 2, 2016, at 3:00 p.m., according to a filing
with the U.S. Bankruptcy Court for the District of Delaware.
The meeting will be held at:
844 King Street, Room 2112
Wilmington, DE 19801
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About BIND Therapeutics
BIND Therapeutics is a biotechnology company developing novel
targeted therapeutics, primarily for the treatment of cancer.
BIND Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND
Biosciences Security Corporation filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on
May 1, 2016.
Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E.
Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight,
Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger,
P.A., serve as Chapter 11 counsel.
The Debtors' financial advisor is Cowen and Company, LLC. Prime
Clerk LLC serves as claims and noticing agent. In its petition,
the Debtors estimated $10 million to $50 million in both assets and
liabilities.
The petitions were signed by Andrew Hircsh, president and chief
executive officer.
BON-TON STORES: May Struggle to Pay Debt in 2017
------------------------------------------------
John E. Morris, writing for Bloomberg Brief, reported that
distressed retailer Bon-Ton Stores may struggle to repay debt next
year if sales miss target.
The report, citing Intelligence analysis, noted that the company
has limited access to funds to cover next year's second-lien notes
maturity and pay down a revolver. Bon-Ton "probably has the least
flexibility in the short run" among struggling retailers, said BI
retail analyst Noel Hebert in a May 25 interview. "There's not a
lot of collateral left to upsize the credit facility" since it gave
properties as collateral for the revolver, he said.
According to the report, Bon-Ton has $57 million in 10.625 percent
bonds due in July 2017. The company has $244 million left on a
revolver after drawing about $464 million, partly to refinance real
estate debt, the report related. The remainder is roughly what's
needed for seasonal inventory buildups, said Hebert, the report
further related.
Holders of the chain's $350 million in 8 percent of 2021
second-lien notes will closely monitor sales and cash flow during
the back-to-school and Christmas seasons, the report cited Hebert
as saying. Ebitda guidance for 2016 was cut on May 19, the report
noted.
About Bon-Ton Stores
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in
26 states in the Northeast, Midwest and upper Great Plains under
the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates. The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings. For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.
Bon-Ton Stores reported a net loss of $57.05 million on $2.71
billion of net sales for the fiscal year ended Jan. 30, 2016,
compared to a net loss of $6.97 million on $2.75 billion of net
sales for the fiscal year ended Jan. 31, 2015.
* * *
As reported in the TCR on Dec. 4, 2015, Moody's Investors Service
downgraded Bon-Ton Stores's Corporate Family Rating to Caa1 from
B3. The company's Speculative Grade Liquidity rating was affirmed
at SGL-2. The rating outlook is stable. The downgrade considers
the continuing and persistent negative pressure on Bon-Ton's
revenue and EBITDA margins which has been accelerating during the
course of fiscal 2015.
Standard & Poor's Ratings Services in December 2015 lowered its
corporate credit rating Bon-Ton Stores to 'CCC+' from 'B-'.
The outlook is negative. S&P said the downgrade reflects both
Bon-Ton's weakening performance and our forecast for an
unsustainable capital structure and "less than adequate" liquidity.
BRUNO HOLDINGS: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: Bruno Holdings, LLC
2 South Street
Suffern, NY 10901
Case No.: 16-22738
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtor's Counsel: Elizabeth A. Haas, Esq.
ELIZABETH A. HAAS, ESQ., PLLC
254 S. Main Street, Suite 210
New City, NY 10956
Tel: (845) 708-0340
Fax: 845-708-5622
E-mail: info@thehaaslawfirm.com
Total Assets: $1.10 million
Total Liabilities: $763,782
The petition was signed by Anthony Bruno, managing member.
The Debtor listed MGL Building Services of Rockland T/A as its
largest unsecured creditor.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb16-22738.pdf
C COMPANY: Okayed to Sell 2013 Ford 150, Mirage Trailer
-------------------------------------------------------
Judge Shon Hastings on May 26, 2016, entered an order authorizing C
Company General Contractors, LLC, to sell business equipment. The
Court received no objections. The Debtor had sought approval to
sell (i) a 2013 Ford F150 Crew Cab 4x4 pickup to Seekins Ford
Lincoln for the sum of $19,000 and (i) a Mirage trailer to Lauren
Jasa McCright for the sum of $750. The vehicle had an estimated
value of $17,300 and the trailer had a value of $750 in the
Debtor's bankruptcy schedules.
About C Company
C Company General Contractors, LLC sought protection under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of North Dakota (Fargo) (Case No. 15-30554) on Dec. 23,
2015. The Debtor is represented by Kip M. Kaler, Esq., at Kaler
Doeling, PLLP. The case is assigned to Judge Shon Hastings. The
Debtor estimated assets of $0 to $50,000 and debt of $1 million to
$10 million.
C COMPANY: Wins Nod to Auction Off 5 Vehicles
---------------------------------------------
Judge Shon Hastings on May 26, 2016, entered an order authorizing C
Company General Contractors, LLC, to sell business equipment and
pay auctioneer fees. The Court received no objections.
The Debtor had filed a motion for approval to sell 5 vehicles (a
2012 Chevrolet Crew Cab, two 2011 Dodge 2500 Crew Cab Cummins, a
2014 Dodge 2500 Crew Cab Hemi, and a 2012 Dodge 5500 Crew Cab
Cummins) by auction on June 18, 2016. The auction will be
conducted by Don Mauseth, at 2204 5th Ave. N., Moorhead, MN.
The Debtor sought approval to Mr. Mauseth his fees and expenses; it
is estimated that the fees will be 8% of the gross sale price, he
will receive a buyer's premium of 5% from the buyer, not to exceed
$5,000, and expenses of transportation of the vehicles and expenses
in detailing the vehicles readying them for sale. The sale
proceeds will be distributed to First International Bank until his
lien has been paid in full.
About C Company
C Company General Contractors, LLC, sought protection under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of North Dakota (Fargo) (Case No. 15-30554) on Dec. 23,
2015. The Debtor is represented by Kip M. Kaler, Esq., at Kaler
Doeling, PLLP. The case is assigned to Judge Shon Hastings. The
Debtor estimated assets of $0 to $50,000 and debt of $1 million to
$10 million.
CAESARS ENTERTAINMENT: Oaktree Cautions Congress vs. Back-Room Deal
-------------------------------------------------------------------
Elizabeth Dexheimer, Steven Church, and Tiffany Kary, writing for
Bloomberg News, reported that as Congress heads toward its summer
recess, Oaktree Capital Group LLC is urging lawmakers not to cut
any back-room Washington deals that help its opponents in a fight
over Caesars Entertainment Corp. with billions of dollars at
stake.
According to the report, citing documents, Oaktree is expressing
concern that Apollo Global Management LLC and TPG Capital
Management -- the private equity firms that own Caesars -- will
persuade lawmakers to slip a provision related to the Las
Vegas-based casino operator into a broader bill. Potential outlets
could include Congress's response to the Puerto Rico debt crisis or
legislation to keep the Federal Aviation Administration in business
ahead of a July deadline, the report related.
"We understand that Caesars and its sponsors are now again asking
Congress to approve the" provision, Oaktree Vice Chairman John
Frank wrote in a May 18 letter to House Speaker Paul Ryan and
Minority Leader Nancy Pelosi, the report further related. Since no
stand-alone legislation has been proposed, "we are left to assume
its supporters hope, once again, to add the rider to a 'must-pass'
bill," he wrote, the report further said.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
CANDEO SCHOOLS: S&P Affirms 'BB+' Rating on $10.935MM 2013 Bonds
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Phoenix Industrial
Development Authority, Ariz.'s $10.935 million series 2013 fixed
rate education facility revenue bonds issued for Candeo Schools
Inc. to positive from stable, and affirmed its 'BB+' rating on the
bonds.
"The positive outlook reflects the school's consistent enrollment
profile, good academic performance, strong financial profile with
robust MADS coverage, and solid cash position, which are more in
line with a higher rating," said S&P Global Ratings credit analyst
Carolyn McLean. The debt burden remains quite high and the school
is considering replication, which S&P believes could limit the
rating if additional debt is incurred without commensurate growth
in assets and revenues.
The 'BB+' rating reflects S&P's assessment of these:
-- High pro forma lease-adjusted maximum annual debt service
(MADS) constituting 22.5% of adjusted fiscal 2015 expenses;
-- A competitive market, with several competing charter schools
in the immediate service area;
-- Potential for growth in the form of replication in the next
few years; and
-- The inherent uncertainty associated with charter renewals,
given that the final maturity of the bonds exceeds the time
horizon of the existing charter.
Partially offsetting the above weaknesses, in S&P's opinion, are
Candeo's:
-- Good liquidity as measured by 112 days' cash on hand and as
reflected in audited year-end results through fiscal 2015;
-- Positive operating performance, with an operating margin of
10% in fiscal 2015 leading to strong MADS coverage of 1.8x;
-- History of strong academic performance, receiving the
highest ranking from Arizona Department of Education every
year since inception, which has supported enrollment growth
in a highly competitive market.
The bonds are secured by the revenues derived from Candeo Schools
and deeds of trust on the properties. The bond proceeds were used
to finance the acquisition and renovation of its current campus as
well as the acquisition and construction of a middle school campus,
which is located on the lot adjacent to the school. Candeo funded
a debt service reserve of about $818,000 with bond proceeds.
Operational performance in fiscal 2015 produced net revenue
available for debt service of $1.5 million or 1.8x MADS, which S&P
considers strong. Debt covenants call for a minimum of 1.1x annual
debt service and a minimum of 45 days' unrestricted cash on hand.
Candeo has no other long-term debt and no plans to issue additional
debt.
The positive outlook reflects S&P's expectation that during the
next year management will continue to meet enrollment projections,
academic scores will stay strong, and operations will remain
consistent with those of prior years. S&P also expects liquidity
to remain above the targeted 90 days' cash on hand and the MADS
burden to improve. If this is achieved, S& would likely raise the
rating.
S&P could revise the outlook to stable if enrollment does not meet
projections, operations or cash significantly weaken, or the school
has plans for significant additional debt.
CANDY INTERMEDIATE: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating and
Probability of Default Rating of Candy Intermediate Holdings, Inc.
(a wholly owned subsidiary of Ferrara Candy Company Holdings, Inc.)
at B2 and B2-PD, respectively. At the same time, Moody's assigned
a B2 rating to the company's newly proposed 7-year $500 million
first lien term loan.
Proceeds from the newly proposed first lien term loan and a 7.5
year $150 million second lien term loan (not rated by Moody's) are
expected to be used to repay the company's currently outstanding
borrowings on its existing term loan B (including remaining OID),
pay a $189 million dividend to the company's financial sponsor, as
well as fund fees and expenses associated with the transaction. The
company also plans to extend the maturity of its existing
$150 million ABL by putting in place a new $150 million ABL (not
rated by Moody's) that will mature 5 years from the close of the
transaction. The outlook is maintained at stable.
The affirmation is prospective in nature and largely based on
Moody's expectation that the company will deleverage from
relatively high leverage levels for the B2 CFR over the next 12 to
18 months. Pro forma for the transaction, leverage for the twelve
months ended March 31, 2016, was approximately 5.7 times as
measured by debt-to-EBITDA (all ratios are Moody's adjusted unless
otherwise stated), which is a material increase from 4.2 times
prior to the transaction. Ferrara's operating performance and
credit metrics significantly improved over the last few years,
owing to solid growth in the company's core/higher margin branded
offerings in concert with a deliberate mix-shift away from
non-core/lower margin commercial business. In addition, the
company has benefitted from relatively favorable commodity costs,
more sophisticated procurement practices, cost saving product
reformulations, packaging and graphics changes to increase appeal,
a transition away from brokers toward a direct sales model that is
increasingly focused on regional demographics, and operational
efficiencies garnered from its manufacturing and distribution
network consolidations.
According to Moody's AVP - Analyst Brian Silver, "We view Ferrara
Candy's dividend recapitalization as aggressive, primarily because
of the relatively large size of the proposed dividend and the
associated amount of incremental debt being issued to fund the
transaction, which materially weakens the company's credit metrics.
However, we expect the company to continue to perform well
operationally, which will drive EBITDA growth and free cash flow
generation that can be used for debt repayment over time. Any
operational missteps in the near-to-intermediate term could
pressure the rating, as the company is weakly positioned in the B2
category".
This rating has been assigned at Candy Intermediate Holdings, Inc.
(subject to final documentation):
New $500 million principal senior secured first lien term loan B
due 2023 at B2 (LGD3)
These ratings have been affirmed at Candy Intermediate Holdings,
Inc.:
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
This rating will be withdrawn at Candy Intermediate Holdings, Inc.
following the close of this transaction (subject to final
documentation):
$465 million principal senior secured term loan B due 2018 at B3
(LGD4)
The rating outlook is maintained at stable.
RATINGS RATIONALE
The B2 Corporate Family Rating reflects Ferrara's moderate size
relative to the rated packaged goods universe, as well as its high
leverage pro forma for the planned dividend recapitalization.
Credit metrics had been trending favorably prior to the
recapitalization, largely the result of a product mix-shift toward
higher margin branded offerings, solid organic growth in its
branded platform, and cost saving/restructuring initiatives
undertaken over the last few years. Ferrara's business is
characterized by a high degree of seasonality in its earnings and
cash flow generation, and the company competes against both private
label and larger players with greater financial resources and brand
recognition in a challenging consumer spending environment.
Accordingly, Moody's continues to view Ferrara as a price follower
in the category, but the company's increasing size and recent
success growing its branded portfolio is giving the company more
clout and pricing power.
The rating also considers the company's private equity ownership
and aggressive financial policy, highlighted by the relatively
large dividend payment being made in connection with the
recapitalization, as well as possible event risk from future
dividend payments.
At the same time, the rating recognizes the company's good scale
and market position in the US non-chocolate confectionary category.
Ferrara maintains a solid product portfolio with a number of
well-recognized brands while maintaining good channel
diversification and a moderate degree of customer concentration.
Liquidity is expected to be adequate over the next twelve months,
supported by the expectation of positive free cash flow generation
and availability on the company's ABL.
The stable outlook reflects Moody's expectation that profitability
and cash flow generation will continue to improve over the next
twelve to eighteen months, and that the company will deleverage to
the 5.0 - 5.5 times by FYE16.
The ratings could be upgraded if Moody's adjusted debt-to-EBITDA
improves such that it is sustained below 4.0 times for several
quarters and EBIT-to-interest improves and is sustained above 2.0
times. Also, the company would be expected to increase its size
and scale while reducing its ABL reliance prior to any upward
rating movement. Alternatively, the ratings could be downgraded if
Moody's adjusted debt-to-EBITDA is sustained above 5.5 times and if
EBIT-to-interest approaches 1.0 time. Also, if ABL reliance
increases and cash flow generation does not materialize as
anticipated, the ratings could be downgraded.
The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.
Ferrara Candy Company, parent holding company of Candy Intermediate
Holdings, Inc., is primarily a manufacturer of branded
non-chocolate products, private label confectionary products as
well as a participant in various co-manufacturing programs.
Ferrara was formed in May 2012 through the merger of Farley's and
Sathers Inc. (F&S) and Ferrara Pan Candy Co, Inc. (Ferrara Pan).
The company is understood to be the third largest US based
non-chocolate confectionary company with one of the broadest
product portfolios in the category. Ferrara's brands include
Brach's, Bob's, Black Forest, Trolli, Lemonheads, Jujyfruits,
Atomic Fireballs, Boston Baked Beans, Chuckles, and Now and Later.
The company is majority owned by Catterton Partners. Net sales for
the twelve months ended March 31, 2016, were approximately $880
million.
CASA MEDIA: Wants Exclusive Plan Filing Deadline Moved to Sept. 27
------------------------------------------------------------------
Casa Media Partners, LLC, and Casa en Denver, Inc., ask the U.S.
Bankruptcy Court for the Southern District of Florida to extend the
exclusive period for the Debtors to file a plan of reorganization
by 120 days, through and including Sept. 27, 2016, and the period
for the Debtors to seek acceptance of the plan by 60 days, through
and including Nov. 28, 2016.
The Debtors have the exclusive right to file a Chapter 11 plan
during the first 120 days of the case, namely through Aug. 12,
2015, if the Debtors file a plan within the exclusivity period,
then the Debtors' exclusivity is preserved unless the Debtors fail
to obtain the acceptances of each impaired class of claims or
interests under the plan within 180 days after the Petition Date,
or by Jan. 12, 2016.
The Debtors and Bank of Commerce have been involved in substantive
settlement discussions stemming from an in-person settlement
conference held between the parties on July 9, 2015, in New York,
and numerous additional discussions following that meeting,
culminating in a mediation between the parties that has led to a
proposed resolution that the parties are in the process of jointly
drafting for review and approval by the Court.
The Debtors request an additional extension of the exclusivity
period and acceptance period as the outcome of the settlement
discussions between the Parties may impact the terms of the
Debtors' proposed plan.
About Casa Media
Casa Media Partners, LLC, and Casa en Denver, Inc., commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015. The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases. The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel. According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.
CENGAGE LEARNING: Said to Change Mix of $2.3B Financing for Payout
------------------------------------------------------------------
Claire Boston, writing for Bloomberg News, reported that Cengage
Learning Inc., a textbook publisher that emerged from bankruptcy
two years ago, is changing its borrowing plans to rely more on
loans and less on bonds.
According to the report, citing a person with knowledge of the
matter, the company is increasing the loan component of the
financing to $1.71 billion from $1.59 billion. The interest rate
on the loan is being reduced to 4.25 percentage points over lending
benchmarks from a previously discussed range of 4.5 percentage to
4.75 percentage points, said the person, who asked not to be
identified because the deal is private, the report related.
The bond portion of the deal is being reduced to $620 million from
$740 million, said another person familiar with the matter, the
report further related. The eight-year notes, which may be sold
today, will yield between 9.25 percent and 9.5 percent, the report
added.
About Cengage Learning
Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan. The plan will eliminate more than $4 billion
of $5.8 billion in debt.
The Debtors tapped Kirkland & Ellis LLP's Jonathan S. Henes,
Esq., Christopher J. Marcus, Esq., and Christopher T. Greco, Esq.,
and Ross M. Kwasteniet, Esq., as bankruptcy counsel; Lazard
Freres & CO. LLC as financial advisor; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Donlin, Recano &
Company, Inc., as claims and notice agent.
Arent Fox's Andrew I. Silfen, Esq., represented the statutory
committee of unsecured creditors. Milbank, Tweed, Hadley & McCloy
LLP's Gregory Bray, Esq., and Lauren Cohen, Esq., represented the
ad hoc group of holders of certain first lien claims.
Davis Polk & Wardwell LLP's Damian S. Sohaible, Esq., and Darren S.
Klein, Esq., represented the agent under the First Lien Credit
Agreement. Katten Muchin Rosenman LLP's Karen Dine, Esq., and
David Crichlow, Esq., represented the Indenture Trustee for the
First Lien Noteholders. Akin Gump Strauss Hauer Feld LLP's Ira
Dizengoff, Esq., and Ropes & Gray LLP's Mark R. Somerstein, Esq.,
argued for CSC Trust Company of Delaware as Second Lien Trustee.
Loeb & Loeb LLP's Walter H. Curchack, Esq., represented the
Indenture Trustee for the Senior PIK Notes. Kilpatrick Townsend's
Todd Meyers, Esq., represented the Indenture Trustee for the Senior
Unsecured Notes.
Jones Day's Lisa Laukitis, Esq., was counsel to Centerbridge
Partners LP. Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq.,
represented Apax Partners LP.
Cengage Learning, Inc.'s Amended Joint Plan of Reorganization
became effective as of March 31, 2014, according to a notice filed
with the Bankruptcy Court. The Amended Plan was confirmed by
Judge Elizabeth S. Stong in an order dated March 14.
* * *
The Troubled Company Reporter, on May 30, 2016, reported that
Moody's Investors Service downgrades Cengage Learning, Inc.'s
proposed upsized $1,710 million Senior Secured Term Loan to B1
(LGD3) due to reduced structural subordination and support provided
by lower amount of proposed Senior Unsecured Notes of $620 million.
Moody's affirms Cengage Learning, Inc. B2 Corporate Family Rating
(CFR) and Probability of Default Rating B2-PD after announcement in
capital structure modification which is not expected to result in a
change to total debt outstanding. The outlook remains stable.
Theissuer of the proposed debt (Cengage Learning, Inc.) was
previously an operating subsidiary of Cengage Learning
Acquisitions, Inc. (B2, Stable) holding the business assets, and is
the surviving entity of the merger of Cengage Learning, Inc. and
Cengage Learning Acquisitions, Inc. Moody's will withdraw all
ratings for Cengage Learning Acquisitions, Inc. upon closing of the
transaction.
CHARLES BRELAND: Bid to Recover Attorneys' Fees Denied
------------------------------------------------------
Judge Jerry Oldshue of the United States Bankruptcy Court for the
Southern District of Alabama, Southern Division, denied Charles K.
Breland's motion to recover attorneys' fees.
The debtor's motion, which was filed on January 17, 2014, spawned
from a favorable ruling entered by now retired Judge Margaret A.
Mahoney on December 20, 2011, wherein she concluded that the IRS
failed to prove compelling circumstances demonstrating that an
amendment of its claim post-confirmation should be allowed in light
of the consent order it signed with the debtor. On May 2, 2014,
the IRS filed its opposition brief to the debtor's motion.
Judge Oldshue concluded that the IRS has met its burden in proving
that it was substantially justified in its position.
A full-text copy of Judge Oldshue's May 27, 2016 order is available
at http://bankrupt.com/misc/BRETLAND9330527.pdf
The bankruptcy case is captioned In re: CHARLES K. BRELAND, Debtor,
Case No.: 09-11139-JCO (Bankr. S.D. Ala.).
About Charles Breland
Charles Breland filed a chapter 11 bankruptcy case (Bankr. S.D.
Ala. Case No. 09-11139) on March 11, 2009. He is represented by
Robin B. Cheatham, Esq., at Adams and Reese. Mr. Breland
confirmed a plan on Dec. 10, 2010. The plan was substantially
consummated on Dec. 27, 2010.
CIRCLE SHERMAN: 5th Cir. Flips Portion of Ruling in Contract Rift
-----------------------------------------------------------------
Fola Akinnibi, writing for Bankruptcy Law360, reported that the
U.S. Court of Appeals for the Fifth Circuit vacated part of a Texas
district court ruling in a contract dispute between investors in a
hotel venture and the venture's founder, agreeing with the lower
court that the individual investors had been released from making
payments on a note but saying the company they created had not
been.
In 2008, Abdul Pirani, and his brother, Nasim Aziz, sought
investors for the purpose of buying, renovating and operating a
Days Inn hotel in Sherman, Texas. They formed Circle Sherman LLC
on November 25, 2008, for the purpose of owning the Hotel. Aziz and
Pirani proposed to Malik Baharia, Abdul Hamid Gilani and Nadirsha
Lalani that they purchase a 50% membership interest in Circle
Sherman.
Baharia, Gilani and Lalani formed HNM Partners, LLC for the purpose
of holding their 50% membership interest in Circle Sherman. On
February 6, 2009, Baharia, Gilani and Lalani paid $475,000.00,
through HNM, to or on behalf of Circle Sherman. On the same date,
Circle Sherman borrowed $2,456,415 from One World Bank. The
purpose of the loan was to allow Circle Sherman to purchase and
renovate the Hotel. The loan was guaranteed by the plaintiff, the
plaintiff's brother, Aziz, and the defendants.
Almost immediately, disputes developed between the members of HNM
and Circle Sherman. On April 13, 2009, HNM filed a lawsuit in the
134th Judicial District Court of Dallas County Texas entitled HNM
Partners LLC. v. Nasim Aziz, Abdul Karim Pirani, et al., Cause No.
09-04232. On August 4, 2009, the parties settled the litigation
(the "Settlement Agreement"). As part of the Settlement Agreement,
Circle Sherman promised to purchase HNM's membership for $475,000
and to make best efforts to have OWB release the defendants from
their guaranties. Circle Sherman did not keep its promises.
Circle Sherman defaulted on the OWB Note. As a result, OWB
accelerated the amount due on the Note. In addition, OWB filed a
lawsuit against all of the co-guarantors in the 134th Judicial
District Court of Dallas County, Texas, in late July 2010. The
state court assigned cause number 10-09222 to the suit.
In September 2010, Pirani took over the management of Circle
Sherman from his brother. In October 2010, to try to avoid a
foreclosure sale of the Hotel, Pirani put Circle Sherman into
bankruptcy. In its "Schedule A -- Real Property," Circle Sherman
stated that the Hotel had a value of $3,500,000.
OWB foreclosed on the Hotel on August 2, 2011, for the bid price of
$2,350,000. On September 28, 2011, in the state court guaranty
action, Baharia, Gilani, Lalani and HNM filed cross-claims against
OWB for tortious interference as well as a cross-claim against
Pirani and Aziz for breaching their obligations under the
Settlement Agreement. Baharia, Gilani, Lalani and HNM filed a
motion for partial summary judgment against Pirani and Aziz. On
February 13, 2012, the state court granted their motion on the
issue of whether Pirani had breached his obligations under the
Settlement Agreement. Pirani filed a motion for reconsideration or
to set aside the summary judgment.
On March 6, 2012, OWB announced to the state court that it had
settled with Pirani. OWB signed an assignment dated March 6, 2012,
whereby OWB assigned, among other things, its claims in the pending
guaranty action to DFW Fuel City. The state court called the
guaranty action to trial the next day. No one appeared to prosecute
OWB's claims. At trial, therefore, the state court dismissed OWB's
claim for breach of the note and guaranty against all of the
defendants except Pirani. Pirani and Aziz also failed to appear for
trial, and the state court dismissed their cross-claim against
Baharia, Gilani, Lalani and HNM as well.
The state court entered a final judgment of dismissal on March 7,
2012. On the same date, contemporaneously with the judgment, the
state court entered a separate order that severed the dispute over
the partial summary judgment awarded against Pirani. The state
court assigned cause number 10-09222a to the severed proceeding. In
the severed action, on June 14, 2012, the state court entered an
Agreed Final Judgment awarding Baharia, Gilani, Lalani and HNM a
judgment against Pirani for actual damages in the amount of
$475,000, among other things.
Baharia, Gilani, Lalani and HNM were not parties to the settlement
of the guaranty action entered into by Pirani and OWB.5 According
to an affidavit Pirani filed in state court, OWB assigned the note
and the parties' guaranties of Circle Sherman's indebtedness under
the note to DFW Fuel City, Inc. as part of the settlement
agreement. In April 2013, Pirani testified in a deposition in
connection with this adversary proceeding that DFW Fuel City paid
OWB some amount he could not recall for the assignment. He
testified that DFW Fuel City then assigned the note and guaranty to
Pirani. He further testified that he did not think he paid DFW Fuel
City for that assignment.
Pirani offers different (or more precise) testimony in response to
the motion for summary judgment filed by Baharia, Gilani, Lalani
and HNM -- the defendants in this adversary proceeding. In an
affidavit notarized in May 2013, Pirani states that DFW Fuel City
paid OWB $300,000 for the assignment of the note and guaranties. He
further states that DFW Fuel City transferred the note and
guaranties to him in May 2012 in exchange for his cancellation of
indebtedness arising from an advance he made to DFW Fuel City in
March 2012.
Before the defendants could begin collection of the Agreed Final
Judgment, Pirani filed a petition for relief under chapter 11 of
the Bankruptcy Code on July 17, 2012. He initiated an adversary
proceeding the next day.
In the disclosure statement filed with his plan of reorganization,
Pirani described this proceeding as follows: "On June 15, 2012,
four of Debtor's creditors obtained a judgment against Debtor
arising from a prior settlement agreement which Debtor had
guaranteed (Settlement Creditors). Debtor is the owner and holder
of a promissory note (Note) and Guaranty which evidences the
Settlement Creditors guaranty of the Note. Debtor has filed an
adversary proceeding in his Bankruptcy Proceedings against the
Settlement Creditors on the Guaranty, Abdul Karim Pirani v. Malik
Baharia, et al; Adversary Proceeding No. 12-04114, requesting
judgment against them in an amount in excess of $900,000.00, which
is substantially greater in amount than the amount claimed by the
Settlement Creditors based on their judgment."
Circle Sherman, LLC, based in Sherman, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 10-43471) on October 4, 2010.
Joyce W. Lindauer, Esq., serves as Chapter 11 counsel. In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities. The petition was signed by Abdul Karim
Pirani, manager.
COLORADO CHOICE: A.M. Best Reviews 'B' FSR with Neg. Implications
-----------------------------------------------------------------
A.M. Best has placed under review with negative implications the
financial strength rating of B (Fair) and the issuer credit rating
of bb+ of Colorado Choice Health Plans (Colorado Choice) (Alamosa,
CO).
The rating actions reflect a $2.5 million deterioration in Colorado
Choice's absolute capital at year-end 2015. Although underlying
operations remained strong and the medical loss ratio slightly
improved in 2015, the company reported a $1.9 million net loss for
the year driven by an unexpected material payment for the 2014
Affordable Care Act (ACA) risk adjustment and a substantially
lower-than-anticipated amount received for the 2014 ACA risk
corridor. An increase in non-admitted assets from additional
technology expenditures related to the ACA also contributed to the
decline in capital. Together, these three items resulted in a
decrease of approximately one-third of Colorado Choice’s capital.
A.M. Best believes Colorado Choice currently maintains an
inadequate level of risk-adjusted capital, as measured by Best’s
Capital Adequacy Ratio (BCAR), for its present insurance and
investment risks, as well as business growth.
A.M. Best believes capital strengthening is necessary following the
material impact of 2015 results. Additionally, premium growth
resulting from 2016 membership expansion is expected to put further
pressure on capitalization. If capitalization does not
significantly improve by the end of the second quarter 2016, A.M.
Best will likely take negative rating action that potentially could
result in a multi-level downgrade. The ratings will remain under
review while A.M. Best continues dialogue with management about
capital enhancement initiatives currently being discussed with
outside sources.
CONIFER HOLDINGS: A.M. Best Assigns 'bb' Issuer Credit Rating
-------------------------------------------------------------
A.M. Best has assigned an issuer credit rating (ICR) of "bb" to
Conifer Holdings, Inc. (CHI) [NASDAQ: CNFR]. The outlook assigned
to the rating is negative. Concurrently, A.M. Best has affirmed the
financial strength rating (FSR) of B++ (Good) and the ICR of bbb of
Conifer Insurance Company (Conifer). The outlook for each of these
ratings is negative. A.M. Best also has affirmed the FSR of B+
(Good) and the ICR of "bbb-" of Conifer's affiliate, White Pine
Insurance Company (White Pine). The outlook for each of these
ratings is stable. These two companies are subsidiaries of CHI, a
publicly traded property/casualty insurance holding company. All
companies are domiciled in Birmingham, MI.
Conifer's and White Pine's ratings reflect supportive risk-adjusted
capitalization, satisfactory liquidity, manageable underwriting
leverage and a business profile that is beginning to take greater
shape as the focus of the company shifts to specific classes of
business and lines of coverage with which the company is very
familiar. The companies' staffs and executives previously wrote the
same classes and lines when they were formerly with Michigan-based
North Pointe Insurance Company. Conifer writes specialty commercial
lines and specialty personal lines primarily on an excess and
surplus lines basis. White Pine is being re-mixed to mirror
Conifer's writings on an admitted basis, except that it does not
write any workers' compensation business. Both companies have begun
ceding their specialty homeowner lines to an unrated affiliate in
order to reduce their exposures to natural catastrophe losses.
Partially offsetting these positive factors is the execution risk
involved in building a profitable book of specialty niche
property/casualty business out of the growth currently being
experienced. Conifer has essentially been operating as a
quasi-startup company the past several years since its acquisition
by current management with a relatively limited amount of premium
being written until recently. Conifer's negative outlooks reflect
the recent history of unfavorable operating results generated prior
to 2015 and the execution risk in turning these around as the
company grows. White Pine's stable outlooks reflect its recent and
short history of favorable operating results under current CHI
management (since late-2010), offset by the execution risk of rapid
growth and the re-mixing of its book of business. Each company's
ability to generate profits to help support organic capital growth
is a very important issue that A.M. Best will monitor over the near
term.
Positive rating movement could occur if operating results
demonstrate profitability that is sustainable with supportive
capitalization through the group’s growth phase. Negative rating
actions could occur if the group’s operating performance reflects
weak underwriting fundamentals that fail to meet projections, or
appear to have a prospective negative impact on capitalization in
the face of increasing underwriting leverage.
The ratings of CHI reflect standard notching from its lead
insurance subsidiary, Conifer, and the outlook reflects the linkage
of CHI’s rating to that of Conifer. CHI completed its initial
public offering in August 2015 and is traded on the NASDAQ Global
Market. CHI's leverage and coverage ratios are supportive of the
ratings. Its status as a publicly traded company offers potential
financial flexibility for the enterprise with access to public debt
and equity markets.
CONSOL ENERGY: S&P Lowers CCR to 'B', Outlook Stable
----------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Canonsburg, Pa.-based Consol Energy Inc. to 'B' from 'BB-'. The
outlook is stable.
S&P also lowered our issue-level rating on the company's senior
secured revolving credit facility to 'BB-' from 'BB+'. The
recovery rating on the facility remains '1', indicating S&P's
expectation of very high (90%-100%) recovery in the event of a
payment default.
At the same time, S&P lowered its issue-level rating on Consol's
senior unsecured notes to 'B' from 'BB-' and revised the recovery
rating on the debt to '4' from '3', indicating S&P's expectation of
average (30%-50%; lower half of the range) recovery in the event of
a payment default.
"The stable outlook is based on our view that while the current
weak prices and demand for oil and gas, as well as coal, have
contributed to weaker credit measures, Consol will be able maintain
the updated rating over the next year by paying back revolver
borrowings with cash from operations and asset sales, reducing its
capital spending and development plans, and cutting costs," said
S&P Global Ratings credit analyst Chiza Vitta.
S&P could lower its rating on Consol if adjusted leverage climbs
above 8x. This could happen if Consol is unable to meet its
capital spending or cost-cutting targets, particularly if the
company chooses to maintain a higher cash balance in lieu of paying
down its revolving credit facility. This could also happen if
adjusted EBITDA turns out to be weaker than anticipated due to
factors such as lagging demand.
S&P could raise its rating on Consol if S&P anticipates adjusted
leverage will remain below 5x. This could happen if cash proceeds
from asset sales and operations exceed our expectations and are
applied toward paying down the revolving credit facility or result
in a strong liquidity assessment. This could also happen if coal
demand improves or oil and gas prices begin to recover such that
EBITDA is strengthened.
DATA SYSTEMS: Hires Income Property as Trustee's Property Manager
-----------------------------------------------------------------
Amy Mitchell, the Chapter 11 Trustee of Data Systems, Inc., seeks
authority from the U.S. Bankruptcy Court for the District of Oregon
to employ Income Property Management Co. as property manager to the
Trustee.
The Trustee requires Income Property to:
-- advertise the availability for rent of the property or any
part thereof and to display "For Rent" or "For Lease" signs
thereon;
-- execute leases, renewals, or cancellations of leases
relating to the property;
-- terminate tenancies and to sign and serve notices;
-- commence legal actions to evict tenants and recover
possession of the premises and to recover such rents and
sums due;
-- settle, compromise and release such actions, including
accepting payment plans and promissory notes;
-- collect rents and all other amounts due, and to collect and
disburse security and other deposits;
-- employ, supervise and discharge all labor required for the
operation and maintenance of the property, including on-
site managers, assistant managers, leasing agents,
repairmen, etc.
-- to execute contracts, for utilities and services for the
operation, maintenance and safety of the Property;
-- take charge of repairs, decoration and alterations and to
purchase supplies;
-- provide financial statements, such as balance sheet, profit
and loss statement, receipts and disbursements reports, on
or before the 20th day of each month, covering the prior
month period.
Income Property will be paid a management fee in the amount of
$1,750 per month.
Income Property will also be paid as follows:
Fee for Major Alterations,
Reconstruction, etc. 15% of the total
alteration, or
Reconstruction
Costs of $15,000
Or more
Leasing Fee
Fixed term lease – new tenant Greater of 6% of gross
Rent or $300/1st month
rent
Month to month – new tenant Greater of 1st month's
Rent or $300
Lease renewal Greater of 3% of gross
Rent or $300/1st month
rent
Jeff Reingold, president of Income Property Management Co., 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.
Income Property can be reached at:
Jeff Reingold
Income Property Management Co.
1800 SW, 1st Ave. Ste. 220
Portland, OR 97201
Tel: (503) 223-6327
Fax: (503) 223-3843
E-mail: jreingold@ipmco.com
About Data Systems
Portland, Oregon-based Data Systems, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Ore. Case No. 16-30477) on Feb.
11, 2016, estimating its assets at between $1 million and $10
million and its liabilities at between $100,000 and $500,000. The
petition was signed by William F. Holdner, president.
Judge Randall L. Dunn presides over the case.
Ted A Troutman, Esq., at Troutman Law Firm P.C. serves as the
Debtor's bankruptcy counsel.
DAWSON INTERNATIONAL: Case Summary & Top Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Ilion Properties, Inc. 16-11550
P.O. Box 706
Natick, MA 01760
Dawson International Investments (Kinross) Inc. 16-11551
P.O. Box 706
Natick, MA 01760
Dawson International Properties, Inc. 16-11552
P.O. Box 706
Natick, MA 01760
DCC USA Inc. 16-11553
P.O. Box 706
Natick, MA 01760
Dawson Luxury Garments LLC 16-11254
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Debtors' Counsel: Patrick L. Hayden, Esq.
Nathan S. Greenberg, Esq.
MCGUIREWOODS LLP
1345 Avenue of the Americas
Seventh Floor
New York, NY 10105
Tel: (212) 548-2163
Fax: (212) 548-2171
E-mail: phayden@mcguirewoods.com
ngreenberg@mcguirewoods.com
Estimated Estimated
Assets Liabilities
----------- -----------
Ilion Properties, Inc. $1MM-$10MM $1MM-$10MM
Dawson International Investments $1MM-$10MM $1MM-$10MM
Dawson International Properties, Inc. $1MM-$10MM $1MM-$10MM
DCC USA Inc. $1MM-$10MM $1MM-$10MM
The petitions were signed by David G. Cooper, president and sole
director.
A list of Ilion Properties, Inc.'s nine largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/nysb16-11550.pdf
A list of Dawson International Investments' nine largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nysb16-11551.pdf
A list of Dawson International Properties, Inc.'s nine largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/nysb16-11552.pdf
A list of DCC USA Inc.'s nine largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nysb16-11553.pdf
DEWEY & LEBOEUF: DiCarmine Hires New Lawyer for Second Trial
------------------------------------------------------------
Matthew Goldstein, writing for The New York Times' DealBook,
reported that the retrial of two former Dewey & LeBoeuf executives
for fraud will go ahead without one of the defendants representing
himself, which was under consideration a few weeks ago.
Instead, Stephen DiCarmine, the former executive director at Dewey,
has retained a new lawyer to defend him at the coming trial, which
is now scheduled to begin early next year in New York State Supreme
Court in Manhattan, according to the report.
Earlier this month, Mr. DiCarmine told Justice Robert M. Stolz of
State Supreme Court in Manhattan that he wanted to defend himself
and replace his longtime lawyer, Austin Campriello, the report
related. Justice Stolz said he was reluctant to allow it and told
him to think about it for a few weeks, the report further related.
Mr. DiCarmine considered representing himself in part because of
the mounting legal costs associated with the long-running criminal
matter and potential disagreement in legal strategy, the report
said.
His new lawyer is Rita Glavin, Esq. -- glavin@sewkis.com -- a
partner at Seward & Kissel and a former federal prosecutor, the
report added.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Digital Realty Trust
(NYSE: DLR), including the Long-Term Issuer Default Rating (IDR) at
'BBB'. The Rating Outlook is Stable.
KEY RATING DRIVERS
The rating reflects expected good revenue growth from organic
operations, the ramp up of cash flow from Telx assets due to
increased leasing activity, as well as the recently announced
acquisition of eight of Equinix's European assets. The acquisition
of Equinix's assets also provides DLR with a foothold in Western
Europe, specifically within Germany, which accomplishes a publicly
stated goal of the company while increasing its overall capacity,
reach, and interconnectivity. In the short-term, Fitch expects the
company's metrics will improve beyond its longer-term historical
trends towards the stronger end for the 'BBB' IDR.
As the largest data center REIT, Digital Realty exhibits credit
strengths including a global platform, granular tenant base, strong
access to multiple sources of capital, adequate liquidity, and a
deep management bench. The rating takes into account the niche
asset class in which the company operates, resulting in a less
liquid investment market than other commercial property asset
classes and also relatively low unencumbered asset coverage for the
rating.
Key Metrics Appropriate For Rating; Expected to Improve
Fitch calculates run-rate leverage at 5.3x for the quarter ended
March 31, 2016, and at 5.7x for the trailing 12 months (TTM) ended
March 31, 2016. Pro forma for the acquisition of Equinix's assets
and May 2016 equity offering, TTM leverage would improve to 5.2x
assuming the additional $300 million of proceeds from the common
equity issuance were utilized to repay debt. Fitch forecasts that
leverage will decline and remain near 5x through the next 12-24
months.
Fitch recently revised the treatment of REIT cumulative perpetual
preferred stock to 50% equity credit from 100%. DLR's run rate
leverage based on net debt including 50% of preferred stock was
5.8x for the quarter ended March 31, 2016, compared with 6.5x and
5.6x in 2015 and 2014, still appropriate for the 'BBB' rating.
Fitch forecasts leverage, inclusive of 50% preferred stock, will be
in the mid-5x's area through the next 12-24 months.
Fixed charge coverage is strong for the rating at 3.1x for the TTM
ended March 31, 2016 versus 3x and 2.8x for full years 2015 and
2014. Pro forma for the Equinix transaction, TTM coverage would
improve to 3.3x. Fitch expects DLR's fixed charge coverage will
approach the mid-3x range over the next 12-24 months, driven by
same-store net operating income (NOI) growth and additional ramp up
in revenues from Telx and Equinix's European assets. Fitch defines
fixed charge coverage as recurring operating EBITDA less
straight-line rents divided by total interest incurred and
preferred stock dividends.
Strategy Focused on Improving Unlevered Cash Flow
The lease-up of existing inventory is one of the company's top
priorities. Tenants across the social media, mobility, analytics,
and cloud segments are driving the majority of new demand for
Digital Realty's properties. Portfolio occupancy is down from the
low 90%'s, and stood at 90.9% as of March 31, 2016, as a result of
consolidating newly acquired Telx properties operating at occupancy
levels well below the rest of DLR's portfolio. Quarterly stabilized
same store year-over-year cash NOI growth averaged 3.7% in the last
12 months due primarily to strength in the cash releasing spreads
on DLR's Power Base Building and colocation assets at 9.0% and
4.6%, respectively, for the TTM ended March 31, 2016.
Comparisons for renewals were challenging for a time due to the
roll down of peak rental rates signed prior to the financial
crisis; however, the company has recently been effective in leasing
up its existing properties and maintaining its tenant base. Over
the next several years, Fitch projects 2% to 3% same-store NOI
growth, driven primarily by good releasing spreads, developments
coming on line and efficient management of the aggregate portfolio
inclusive of Telx.
Same-store NOI growth, cash flow from the lease-up of developments,
and increased cash flow from joint ventures, offset by a reduction
of EBITDA from the sale of non-core assets, should drive
fixed-charge coverage in the mid-3x range over the next 12-24
months, which is good for a 'BBB' rating given Digital Realty's
niche property focus.
Global Platform
Digital Realty offers Turn-Key Flex, Powered Base Building,
colocation and interconnection space via its 140 operating
properties, including 109 throughout North America, 24 in Europe,
three in Australia and four in Asia. Top markets as of March 31,
2016 were New York (13.1% of consolidated annualized base rent),
Dallas (10.7%), Northern Virginia (10.5%), London (10.2%), and
Silicon Valley (8.8%).
The company also benefits from a granular tenant roster, which
includes IBM ('A+' IDR/Stable Outlook) at 7.7% of annualized base
rent, CenturyLink, Inc. ('BB+'/Stable Outlook) at 6.1%, Equinix,
Inc. ('BB'/Stable Outlook) at 4.1%, Facebook, Inc. at 2.3% and AT&T
('A-'/Stable Outlook) at 2.2%.
Good Access to Capital but Limited Secured Debt Market for Data
Centers
Since 2006, the company has issued $4.8 billion of common equity
(inclusive of the May 2016 forward sales agreements), $1.9 billion
of preferred equity, $3.5 billion of dollar-denominated unsecured
bonds, GBP700 million of sterling-denominated unsecured bonds, and
EUR600 million of euro-denominated bonds. The company's euro- and
sterling-denominated bonds function as a natural hedge given the
company's exposure to Western Europe and the United Kingdom.
Additionally, the company holds a $2 billion global revolving
credit facility, refinanced in January 2016, which provides for
borrowings in Australian dollars, British pounds sterling, Canadian
dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars,
and U.S. dollars with the ability to add additional currencies in
the future subject to certain conditions.
Despite the company's strong access to capital, the availability of
mortgage capital for data centers is not as deep compared with
other commercial real estate property types, limiting the sources
of contingent liquidity.
Less Contingent Liquidity for Data Centers
Data centers are specialized properties and technological
obsolescence over the long term is possible. Data centers are
highly improved real estate with per square foot investment values
generally exceeding more traditional alternative commercial real
estate uses (i.e. office) by a wide (2x-5x) margin. However, there
are significant barriers to entry and medium-term IT trends are
favorable. Compared with other real estate assets, data centers
have a less liquid investment market with fewer potential buyers,
making these assets potentially more difficult to divest or borrow
against in a depressed market. These market characteristics can
reduce the ability of data centers to serve as a source of
contingent liquidity. Digital Realty's financial metrics are
intrinsically strong for the 'BBB' rating category; however, the
ratings are constrained by the data center properties being a
less-than-mature asset class and the less liquid market for trading
and financing these assets.
Digital Realty is committed to an unsecured funding profile.
Unencumbered assets (unencumbered NOI divided by a stressed
capitalization rate of 10%) covered net unsecured debt by 2.1x as
of March 31, 2016, which is low for a 'BBB' rating. This ratio has
not changed meaningfully over the last two years.
Deep Management Bench
The company has a strong management team in areas such as real
estate expertise as well as technical acumen, and it continues to
work collaboratively with its business partners such as VMware and
Compunext to provide accommodative data center solutions (e.g.,
direct connections to VMware vCloud Air, creation of the Global
Cloud Marketplace with various cloud service providers). Most of
Telx's employees have joined DLR to manage the colocation and
interconnection business.
Margins Initially Pressured via Telx and European Acquisitions
Fitch estimates that EBITDA margins will decline 100+bps to 56%
from approximately 58% due to lower Telx margins and capital
requirements related to the underutilized European assets being
acquired from Equinix. Prior to the acquisition of Equinix's
assets, Telx's colocation and interconnection business represented
approximately 11% of DLR's total EBITDA. Telx owned only two
assets, leases seven locations from third-party property owners,
and leased 11 properties from DLR prior to the merger. The
recently-announced European portfolio transaction will add seven
leased assets to the portfolio out of eight locations acquired. As
a result, DLR has become a tenant at most of these locations, which
increases lease renewal risk and adds a degree of operating risk
into the company's business. Fitch's negative rating sensitivities
for leverage may decline if the company further increases its
exposure to business segments with higher operating risk.
Adequate Liquidity Coverage Ratio
Liquidity coverage (defined as liquidity sources divided by uses)
is adequate at 1.7x for the period from April 1, 2016 to Dec. 31,
2017. Sources of liquidity include unrestricted cash less working
capital requirements, availability under the company's global
unsecured revolving credit facility, and projected retained cash
flows from operating activities after dividends and distributions.
Uses of liquidity include debt maturities as well as projected
recurring capital expenditures and cost-to-complete future
development.
The company's adjusted funds from operations (AFFO) payout ratio
was 77.5% for the TTM ended March 31, 2016, compared with 81.4% in
2015 and 87.6% in 2014, all of which are indicative of the
company's ability to generate and retain moderate organic
liquidity. Based on the current AFFO pay-out ratio, the company
retains approximately $140 million annually.
Preferred Stock Notching
The two-notch differential between DLR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's web site at 'www.fitchratings.com',
these preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.
Stable Outlook
The Stable Outlook reflects Fitch's expectation that metrics will
remain appropriate for the rating through the forecast period.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Low single-digit same-store growth through the forecast
period;
-- $910 million acquisition of EQIX's eight European assets,
inclusive of estimated transaction fees and expenses, will
close in 2016, funded almost entirely via common equity
issuance;
-- Average of $210 million in common equity issued annually 2016-
2018, excluding the issuance related to EQIX acquisition;
however, equity issuance is at management's discretion;
-- Approximately $170 million in annual maintenance capex;
-- Development expenditures of approximately $600 million in the
remainder of 2016, and $900 million in each 2017 and 2018;
-- About $500 million in development completions annually from
2016-2018 at high single-digit and low double-digit yields;
-- Recurring EBITDA margin declines 100bps initially upon
acquisition of the European portfolio, then stabilizes near
current levels by the end of 2018.
RATING SENSITIVITIES
The following factors may result in positive momentum in the rating
and/or Outlook:
-- Increased mortgage lending activity in the data center sector,
demonstrating contingent liquidity for the asset class;
-- Fixed charge coverage sustaining above 3x (TTM ended March 31,
2016 coverage was 3.1x, 3.3x pro forma for Equinix
transaction);
-- Leverage, excluding preferred stock, sustaining below 4.5x
(1Q16 run rate leverage was 5.3x and TTM ended March 31, 2016
leverage was 5.7x; 5.2x pro forma for Equinix transaction).
The following factors may result in negative momentum in the rating
and/or Outlook:
-- Sustained declines in rental rates and same-property NOI;
-- Fixed charge coverage sustaining below 2.5x;
-- Leverage, excluding preferred stock, sustaining above 6x;
-- Base case liquidity coverage sustaining below 1x (liquidity
coverage was 1.7x for the period April 1, 2016-Dec. 31, 2017).
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Digital Realty Trust, Inc.
-- Issuer Default Rating (IDR) at 'BBB';
-- Preferred stock at 'BB+'.
Digital Realty Trust, L.P.
-- IDR at 'BBB';
-- Unsecured revolving credit facility at 'BBB';
-- Senior unsecured term loan facility at 'BBB';
-- Senior unsecured notes at 'BBB'.
Digital Stout Holding, LLC
-- Unsecured guaranteed notes at 'BBB'.
Digital Euro Finco, LLC
-- Unsecured guaranteed notes at 'BBB'.
The Rating Outlook is Stable.
DIOCESE OF DULUTH: Scheduled for Mediation with Victims in July
---------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
bankruptcy judge ordered the Roman Catholic Diocese of Duluth,
Minn., and lawyers for more than 100 clergy sexual abuse victims to
a three-day mediation session in July.
According to the report, court papers filed this week show that
Judge Gregg Zive, a Nevada bankruptcy judge, will serve as the
mediator at a conference slated to begin July 19, at the U.S.
Bankruptcy Court in Minneapolis.
At the time it sought chapter 11 protection, the diocese faced
about 18 individual abuse claims, but the number has since grown to
about 110 as of May 30, the report related, citing court records.
Victims' lawyers have said they expected more claims to come in
before the deadline ran out on June 1, the report further related.
About Diocese Of Duluth
The Diocese of Duluth sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7,
2015. The case is assigned to Judge Robert J Kressel.
The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD., in Sandpoint, Idaho. The Debtor's local counsel
is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett,
P.A., in St Cloud, Minnesota.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Rev.
James
Bissonette, vicar general.
A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb15-50792.pdf
DLS PRECISION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DLS Precision Fab, LLC
dba Di-Matrix Precision Manufacturing
2350 W. Shangri La Road
Phoenix, AZ 85029
Case No.: 16-06109
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Madeleine C. Wanslee
Debtor's Counsel: Bradley Jay Stevens, Esq.
JENNINGS, STROUSS & SALMON, P.L.C.
One E Washington St #1900
Phoenix, AZ 85004-2554
Tel: 602-262-5955
Fax: 602-495-2729
E-mail: bstevens@jsslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph Yockey, president and managing
member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb16-06109.pdf
EYL INVESTMENT: Wants Exclusive Plan Filing Extended by 60 Days
---------------------------------------------------------------
EYL Investment Corp. asks the U.S. Bankruptcy Court for the
District of Puerto Rico to extend by 60 days the exclusivity period
for the Debtor to file a plan of reorganization and accompanying
disclosure statement. The Debtor also wants a term of 60 days
after the order approving the Disclosure Statement is entered to
procure the votes for the Plan.
According to the Debtor, there are pending negotiations with the
creditors that need to be resolved prior to the filing of the
Disclosure Statement and Plan.
The Debtor's principal is outside of Puerto Rico for business
matters. Therefore, the Debtor will need the extension of the
exclusivity period.
The Debtor assures the Court that it is meeting its obligations as
debtor-in-possession. Monthly Operating Reports have been filed or
are in the process to be filed in the next five days and quarterly
fees have been paid.
San Juan, Puerto Rico-based EYL Investment Corp. filed for Chapter
11 bankruptcy protection (D. P.R. Case No. 15-02622) on April 8,
2015, estimating its assets at between $500,000 and $1 million and
liabilities at between $1 million and $10 million. The petition
was signed by Eduardo Hernandez Ramirez, president.
Mary Ann Gandia, Esq., at Gandia-Fabian Law Office serves as the
Debtor's bankruptcy counsel.
FERRARA CANDY: S&P Affirms 'B' CCR on Proposed Dividend
-------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Chicago-based Ferrara Candy Co. The outlook is stable.
At the same time S&P assigned its 'B' issue-level rating to the
company's proposed $500 million first-lien term loan maturing 2023,
with a '4' recovery rating, indicating S&P's expectation for
average recovery (30% to 50%, at the low end of the range) in the
event of a payment default. In addition, S&P assigned its 'CCC+'
issue-level rating to the company's proposed $150 million
second-lien term loan maturing 2023, with a '6' recovery rating,
indicating S&P's expectations for negligible recovery (0% to 10%)
in the event of payment default. Net proceeds from the transaction
will primarily be used to refinance the existing term loan and to
pay a special dividend to the company's owners.
S&P's ratings on the existing term loans will be withdrawn at the
close of the refinancing.
Pro forma for the transaction at close, S&P expects the company to
have about $705 million of total debt outstanding.
"The rating affirmation reflects our expectation that, despite
higher pro forma leverage from its pending dividend
recapitalization, operating performance and cash flow ratios will
continue to improve following a period of significant investment in
restructuring the business, and the proposed dividend payment,"
said S&P Global Ratings credit analyst Stephanie Harter.
While S&P expects pro forma leverage to be above 6x at transaction
close, it believes that margin expansion from ongoing cost
improvement projects will result in leverage of less than 5.5x at
fiscal years 2016 and 2017. S&P is projecting an improvement in
both gross margin and selling, general, and administrative expenses
(SG&A) resulting in EBITDA improvement of more than 300 basis
points as top-line growth benefits from improved sales mix, network
consolidation, and manufacturing and distribution synergies. This
should result in adjusted debt to EBITDA significantly improving to
below 6x and funds from operations (FFO) to debt approaching 11%.
Ferrara Candy participates in the highly competitive and fragmented
non-chocolate confectionary industry with a narrow portfolio of
niche confectionary brands, albeit with good brand recognition and
improving margins. The company's portfolio of branded products
includes recognizable brands such as Brach's, Trolli, Bob's, Now
and Later, Lemonhead, Black Forest, Sathers, and Atomic FireBall,
among others. Although S&P believes these brands will continue to
benefit from category volume and share gains, while margins should
benefit from the company's recent restructuring and strategic shift
away from lower margin commercial offerings, it remains exclusively
concentrated in non-chocolate confectionary category and competes
in an industry with much larger competitors, including Mondelez
International Inc., Wm. Wrigley Jr. Co., and The Hershey Co., with
the latter being less dominant in non-chocolate.
The stable outlook reflects S&P's expectation for improved earnings
and cash flow ratios as the company completes its strategic
restructuring initiatives by fiscal year end 2016. This should
lead to a more than a 300 basis points increase in EBITDA margin,
about $20 million in free cash flow, a portion of which will likely
be used to repay debt leading to a leverage ratio of approximately
5.4x by fiscal year-end in 2016.
FERRELLGAS PARTNERS: S&P Affirms 'B+' CCR, Outlook Negative
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Ferrellgas Partners L.P. and revised the outlook to negative from
stable. S&P also affirmed its 'B-' rating on the company's senior
unsecured debt. The '6' recovery rating on this debt is unchanged,
and indicates expectations for negligible recovery (0%-10%) if a
payment default occurs.
At the same time, S&P affirmed its 'B+' corporate credit rating on
Ferrellgas L.P. and revised the outlook to negative from stable.
S&P also affirmed the 'B+' rating on Ferrellgas L.P.'s senior
unsecured debt. The '4' recovery rating on this debt is unchanged
and indicates that lenders can expect average (30%-50%; lower half
of the range) recovery if a payment default occurs.
"The rating action reflects our view that the partnership's high
financial leverage will persist throughout the next 12 months,"
said S&P Global Ratings credit analyst Mike Llanos. The
partnership has experienced reduced propane volume sales resulting
from the warmer-than-normal winter weather. S&P believes retail
gallons sold will decline between 7%-10% for the 2016 fiscal year
due to the warm winter weather. Offsetting the decline in gallons
sold is the partnership's ability to maintain strong profit
margins. In S&P's view, if the price of retail propane were to
increase significantly at a rate that would be difficult to pass on
the cost to the customer, then S&P would expect margins to decline.
As a result of the weaker volumes, S&P projects consolidated
financial leverage of about 6x over the next 12 months absent a
materially improved winter heating season.
The negative outlook on Ferrellgas Partners L.P. reflects S&P's
expectation that consolidated adjusted debt-to-EBITDA will exceed
6x over the next 12 months. Though S&P expects the distribution
coverage ratio to exceed 1x, it notes that the warm winter has
resulted in weaker credit measures.
S&P could lower the rating if the midstream business underperforms
or if the upcoming winter is warmer than normal, which would likely
result in total adjusted-debt-to-EBITDA exceeding 6x. This could
also occur if retail margins decline to below the historical
average or if volumes do not improve year-over-year.
S&P would revise the outlook to stable if total retail propane
volumes grow over 7% and if margins remain at or above historical
averages. S&P could also revise the outlook to stable if the
midstream business performs better than expected resulting in
distribution coverage above 1x and leverage below 5x.
FINJAN HOLDINGS: Provides Litigation Update in Sophos Case
----------------------------------------------------------
Finjan Holdings, Inc., announced that on May 23, 2016, in Finjan's
patent infringement suit (3:14-cv-01197-WHO) against Sophos, Inc.,
Judge William H. Orrick entered his Order on matters heard on
May 11, 2016 [Document No. 205], concerning the parties' motions to
strike, summary judgment, and other issues for trial set for Sept.
6, 2016.
Notably, the Court decided that 6 of 8 patents will proceed to
trial, namely, U.S. Patent Nos. 8,141,154 ('154); 8,677,494 ('494);
8,566,580 ('580); 6,804,780 ('780); 6,154,844 ('844); and 7,613,926
('926). U.S. Patent Nos. 7,757,289 ('289) and 7,613,918 ('918) were
excluded. Significantly, the Court said that Sophos could not rely
upon early versions of its products to invalidate Finjan's patents.
The Court also ruled that a number of documents, presented by
Sophos after the close of discovery, were to be excluded from the
trial as prior art references. The parties will reconvene for a
settlement conference scheduled for July 25, 2016.
"The Court's Order will have a critical impact on Sophos'
invalidity defense as they won't be able to rely on certain prior
art used in a previous case with Finjan," said Julie Mar-Spinola,
Finjan Holdings' Chief IP Officer and VP of Legal Ops. "We expect
to proceed to trial in September with our infringement and damages
case largely intact, especially given our claims that Sophos
willfully infringed the '780 and '844 Patents. The Court's Order
means that the issues at trial will be more focused on the question
of infringement and less on the validity of Finjan's patents."
Finjan has pending infringement lawsuits against FireEye, Inc.,
Symantec Corp., Palo Alto Networks., and Blue Coat Systems, Inc.
relating to, collectively, more than 20 patents in the Finjan
portfolio. The court dockets for the foregoing cases are publicly
available on the Public Access to Court Electronic Records (PACER)
website, www.pacer.gov, which is operated by the Administrative
Office of the U.S. Courts.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan Holdings reported a net loss of $12.6 million in 2015, a
net loss of $10.5 million in 2014 and a net loss of $6.07 million
in 2013.
As of March 31, 2016, Finjan Holdings had $8.10 million in total
assets, $2.78 million in total liabilities and $5.32 million in
total stockholders' equity.
FM KELLY CONSTRUCTION: Hires McBreen as Counsel
-----------------------------------------------
FM Kelly Construction Group, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
McBreen & Kopko as counsel to the Debtor.
FM Kelly Construction requires McBreen to:
(a) give Debtor guidance with respect to its power and
responsibility as a debtor-in-possession in the continued
management of their property;
(b) attend creditors' meetings and Section 341 hearings;
(c) negotiate with creditors of the Debtor in formulating a
plan of reorganization and to take the necessary legal
steps in order to institute plans of reorganization;
(d) aid the Debtor in the preparation and drafting of
disclosure statement;
(e) prepare on behalf of the Debtor, all necessary petitions,
reports, applications, orders and other legal papers;
(f) assist the Debtor with the collection of outstanding
receivables;
(g) appear before the U.S. Bankruptcy Court and to represent
the Debtor in all matters pending before said Court; and
(h) perform all legal services which may be necessary and
appropriate.
McBreen will be paid at these hourly rates:
Partners $325-$400
Associates $250-$275
Paralegals $125
Prior to the Filing Date, McBreen received a retainer in the
aggregate amount of $23,283.00 from the Debtor's funds. This
retainer will not be replenished by the Debtor during the pendency
of this case.
Kenneth A. Reynolds, partner in the law firm of McBreen & Kopko,
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.
McBreen can be reached at:
Kenneth A. Reynolds, Esq.
MCBREEN & KOPKO
500 North Broadway, Suite 129
Jericho, NY 11753
Tel: (516) 364-1095
Fax: (516) 364-0612
E-mail: kreynolds@mklawnyc.com
About FM Kelly Construction
FM Kelly Construction Group, Inc., a New York based company filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
16-72143) on May 12, 2016. The petition was signed by Joseph
Barbera, chief financial officer.
Judge Robert E. Grossman presides over the case.
The Debtor estimated assets of $50,000 to $100,000 and estimated
liabilities of $1 million to $10 million.
FOODSERVICEWAREHOUSE.COM: Hires Donlin Recano as Claims Agent
-------------------------------------------------------------
FoodServiceWarehouse.com, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
Donlin, Recano & Company, Inc. as its claims, noticing and
solicitation agent.
The Debtor proposes to hire the firm to:
(a) prepare and serve required notices and documents;
(b) maintain an official copy of the Debtor's schedules of
assets and liabilities and statement of financial
affairs;
(c) maintain (i) a list of all potential creditors, equity
holders and other parties, and (ii) a "core" mailing list
consisting of all parties described in Bankruptcy Rule
2002(i), (j) and (k) and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010 and
update and make said lists available upon request by a
party-in-interest or the Clerk;
(d) furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a
proof of claim, and notify creditors of their claims;
(e) maintain a post office box or address for the receiving
claims and returned mail;
(f) for all notices, motions, orders or other pleadings or
documents served, prepare and file with the Clerk an
affidavit or certificate of service;
(g) process all proofs of claim received, check said
processing for accuracy and maintain the original proofs
of claim in a secure area;
(h) maintain the official claims register for the Debtor on
behalf of the Clerk;
(i) implement security measures to ensure the completeness
and integrity of the claims register and the safekeeping
of the original claims;
(j) record all transfers of claims and provide any notices of
such transfers;
(k) relocate all of the court-filed proofs of claim to the
offices of Donlin, not less than weekly;
(1) upon completion of the docketing process for all claims
received to date for the case, turn over to the Clerk
copies of the claims register for review;
(m) monitor the court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on or changes to the
claims register;
(n) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtor or the
court;
(o) assist in the solicitation, calculation, and tabulation
of votes and distribution in furtherance of confirmation
of a plan of reorganization or liquidation;
(p) provide such other noticing, disbursing and related
administrative services if required by the Debtor;
(q) provide assistance in certain data processing and
ministerial administrative functions;
(r) 30 days prior to the close of the case, request that the
Debtor submit to the court a proposed order dismissing
Donlin and terminating its services upon completion of
its duties and responsibilities;
(s) within seven days of notice to Donlin of entry of an
order closing the case, provide to the court the final
version of the claims registers as of the date
immediately before the close of the case; and
(t) at the close of the Debtor's case, box and transport all
original documents, in proper format, to (i) the Federal
Archives Record Administration; or (ii) any other
location requested by the Clerk's Office.
The hourly rates of the firm's professionals are:
Senior Bankruptcy Consultant $165
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Prior to the filing of its case, the Debtor paid Donlin a retainer
of $25,000.
Roland Tomforde, chief operating officer of Donlin, disclosed in a
court filing that his firm is a "disinterested person" as defined
by section 101(14) of the Bankruptcy Code.
Donlin can be reached through:
Roland Tomforde
Donlin, Recano & Company, Inc.
6201 15th Avenue
Brooklyn, New York 11219
Tel: (212) 481-1411
About FoodServiceWarehouse.com
FoodServiceWarehouse.com, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the Eastern District of Louisiana (New
Orleans) (Case No. 16-11179) on May 20, 2016. The petition was
signed by Thomas Kim, chief restructuring officer.
The Debtor is represented by Barry W. Miller, Esq., at Heller,
Draper, Patrick, Horn & Dabney, L.L.C. The case is assigned to
Judge Elizabeth Magner.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.
FOODSERVICEWAREHOUSE.COM: Seeks to Hire Heller Draper as Counsel
----------------------------------------------------------------
FoodServiceWarehouse.com, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
Heller, Draper, Patrick, Horn & Dabney, L.L.C. as its counsel.
The Debtor proposes to hire the firm to:
(a) give advice about its rights, powers and duties as
debtor-in-possession;
(b) prepare and pursue confirmation of a plan of
reorganization and approval of a disclosure statement;
(c) prepare legal papers on behalf of the Debtor;
(d) prepare responses to applications, motions, pleadings,
notices and other documents which may be filed by other
parties;
(e) appear in court;
(f) represent the Debtor in connection with use of cash
collateral or obtaining post-petition financing;
(g) assist the Debtor in the negotiation and documentation of
financing agreements, cash collateral orders and related
transactions;
(h) investigate the nature and validity of liens asserted
against property of the Debtor and advise the Debtor
concerning the enforceability of said liens;
(i) advise and assist the Debtor in connection with any
potential property dispositions;
(j) advise the Debtor concerning assumptions, assignments and
rejections of executory contracts and leases, lease
restructuring, and recharacterization;
(k) assist the Debtor in reviewing, estimating and resolving
claims asserted against its estate; and
(l) commence and conduct litigation.
Barry Miller and Greta Brouphy, the attorneys who are expected to
have primary responsibility for providing the services, will be
paid $375 per hour and $325 per hour, respectively. The hourly
rate of paralegals who may assist them is $110.
Heller Draper will also seek reimbursement for work-related
expenses.
Barry Miller, a member of Heller Draper, disclosed in a court
filing that the firm is a "disinterested person" as defined by
section 101(14) of the Bankruptcy Code.
Heller Draper can be reached through:
Barry W. Miller, Esq.
Heller, Draper, Patrick, Horn & Dabney, L.L.C.
9311 Bluebonnet Blvd.
Baton Rouge, LA 70810
Telephone: 225-767-1499
Fax: 225-761-0760
Email: bmiller@hellerdraper.com
- and -
Greta M. Brouphy, Esq.
Heller, Draper, Patrick, Horn & Dabney, L.L.C.
650 Poydras Street, Suite 2500
New Orleans, LA 70130-6175
Telephone: 504-299-3300
Fax: 504-299-3399
Email: gbrouphy@hellerdraper.com
About FoodServiceWarehouse.com
FoodServiceWarehouse.com, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the Eastern District of Louisiana (New
Orleans) (Case No. 16-11179) on May 20, 2016. The petition was
signed by Thomas Kim, chief restructuring officer.
The Debtor is represented by Barry W. Miller, Esq., at Heller,
Draper, Patrick, Horn & Dabney, L.L.C. The case is assigned to
Judge Elizabeth Magner.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.
FTE NETWORKS: Effects 1-for-20 Reverse Stock Split
--------------------------------------------------
FTE Networks, Inc., has effectuated a 1-for-20 reverse stock split
of its common stock, as well as an increase in the total authorized
share count to 200,000,000 shares of common stock.
The effective date for trading purposes will be on May 26, 2016. As
of that date, each 20 shares of issued and outstanding common stock
and equivalents will be converted into one share of common stock.
The par value per share will remain unchanged. Any fractional
shares of the Company's common stock resulting from the reverse
split will be rounded up to the next whole share. In addition, at
the market open on May 26, 2016, the common stock will trade under
a new CUSIP number, 30283R 303. FTE's common stock will trade
under the ticker symbol "FTNWD" for a period of 20 business days
after the reverse stock split has been effected in the marketplace
and will revert back to "FTNW" after the 20 days.
"By completing this reverse stock split, we are continuing to
strengthen our Company and its position in the capital markets. We
expect to gain broader access to the institutional investment
community, as we continue to expand our business in a strategic and
accretive fashion. Our new capital structure will provide the
availability of common stock necessary for our future fundraising
efforts, as well as organic and acquisition growth enabling us to
become a more diversified network infrastructure services company,"
said Michael Palleschi, CEO and Chairman of the Board of FTE
Networks.
About FTE Networks, Inc.
FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint. Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions. FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.
FTE Networks reported a net loss attributable to common
shareholders of $3.63 million on $14.4 million of revenues for the
year ended Sept. 30, 2015, compared to net income of $436,000 on
$16.9 million of revenues for the year ended Sept. 30, 2014.
As of Dec. 31, 2015, the Company had $9.24 million in total assets,
$18.75 million in total liabilities, $437,380 in total temporary
equity and a $9.94 million total stockholders' deficiency.
GENESYS RESEARCH: Vertex Tapped to Decommission Leased Facilities
-----------------------------------------------------------------
The Chapter 11 trustee of GeneSys Research Institute, Inc. seeks
approval from the U.S. Bankruptcy Court for the District of
Massachusetts to hire The Vertex Companies Inc.
Harold Murphy, the bankruptcy trustee, tapped the firm to
decommission the Debtor's formerly leased premises and dispose of
certain biological materials at the premises.
The premises consists of more than 14,000 square feet of office and
lab space located at St. Elizabeth's Hospital, in Brighton,
Massachusetts.
Under their agreement, the cost of Vertex's services in connection
with the decommissioning will be $94,900. The agreement includes
an additional contingency equal to 20% of the contract price in the
event that Vertex is required to perform additional services based
upon unexpected conditions on the premises.
Gregory Sampson, vice-president of Vertex, disclosed in a court
filing that his firm is a "disinterested person" as defined by
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gregory Sampson
The Vertex Companies Inc.
700 Turner way
Aston, PA 19014
Phone: (610) 558-8902
Fax: (610) 558-8904
www.vertexeng.com
The trustee can be reached through his counsel:
Christopher M. Condon
Murphy & King, Professional Corporation
One Beacon Street
Boston, MA 02108
Telephone: (617) 423-0400
Facsimile: (617) 556-8985
Email: ccondon@murphyking.com
About Genesys Research Institute
GeneSys Research Institute, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass Case No. 15-12794) on July 14, 2015. The
petition was signed by Robert Stemple, clerk and treasurer. Parker
& Associates serves as the Debtor's counsel. The Debtor estimated
assets of $10 million to $50 million and liabilities of at least $1
million. The case is assigned to Judge Joan N. Feeney.
GEORGE SHEDD: Court Partially Grants Bid to Dismiss Counterclaims
-----------------------------------------------------------------
In the case captioned GEORGE P. SHEDD, JR., et al., Plaintiffs. v.
WELLS FARGO HOME MORTGAGE, INC., et al., Defendants, Civil Action
No. 14-00275-CB-M (S.D. Ala.), Judge Charles R. Butler, Jr., of the
United States District Court for the Southern District of Alabama,
Southern Division, denied, in part, and granted, in part, the
plaintiffs' motion to dismiss the counterclaims filed against them
by the defendants Wells Fargo Bank, N.A. and Monument Street
Funding, II, LLC, as follows:
-- Wells Fargo's counterclaim for breach of contract is
dismissed.
-- Monument's counterclaim for breach of contract is
not dismissed.
-- The counterclaim for unjust enrichment is dismissed
in its entirety.
A full-text copy of Judge Butler's May 16, 2016 order is available
at https://is.gd/NGD2y7 from Leagle.com.
The defendants Wells Fargo and Monument filed a First Amended
Counterclaim which asserted a claim for breach of contract against
Pamela Shedd and a claim for unjust enrichment against both Pamela
Shedd and George Shedd. The facts in support of those claims are
relatively brief. In 2001 Pamela Shedd executed a promissory note
to the Mortgage Outlet, Inc. That promissory note was secured by
mortgage on 566 Brawood Drive in Mobile. George Shedd cosigned the
mortgage, but he was not obligated on the promissory note. The
note and mortgage were subsequently transferred and assigned to
Monument, a wholly owned subsidiary of Wells Fargo. The Shedds
subsequently failed to make payments on the Note and, in 2008,
filed a Chapter 11 bankruptcy petition. Ultimately, the bankruptcy
plan required the Shedds to make the payments as set out in the
promissory note and to pay an additional amount per month for 60
months to cure their pre-petition arrearage. According to Wells
Fargo and Monument, "[t]he Shedds subsequently failed to remit the
required direct monthly payments on the [l]oan and the pre-petition
arrearage," and the loan "remains in default."
George P. Shedd, Jr., Pamela J. Shedd are represented by:
James E. Robertson, Jr., Esq.
10th Floor Regions Bank Bldg.
Mobile, AL 36633
Tel: (251)433-1346
Fax: (251)433-1086
Email: jrobertson@scottsullivanlaw.com
Barclays Capital Real Estate, Inc. is represented by:
Gregory C. Cook, Esq.
BALCH & BINGHAM LLP
1901 Sixth Avenue North, Suite 1500
Birmingham, AL 35203-4642
Tel: (205)251-8100
Fax: (205)226-8799
Email: gcook@balch.com
-- and --
Griffin Lane Knight, Esq.
John Wesley Naramore, Esq.
BALCH & BINGHAM LLP
105 Tallapoosa St., Suite 200
Montgomery, AL 36104
Tel: (334)834-6500
Fax: (334)269-3115
Email: lknight@balch.com
jnaramore@balch.com
Monumont Street Funding II, LLC, Wells Fargo Bank N.A. are
represented by:
Catherine Crosby Long, Esq.
D. Keith Andress, Esq.
Jade Eleanor Sipes, Esq.
BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ
1400 Wells Fargo Tower
420 20th Street North
Birmingham, AL 35203
Tel: (205)328-0480
Fax: (205)322-8007
Email: clong@bakerdonelson.com
kandress@bakerdonelson.com
jsipes@bakerdonelson.com
-- and --
W. Austin Mulherin, III, Esq.
FRAZER, GREENE, UPCHURCH & BAKER LLC
104 Saint Francis Street, Suite 800
Mobile, AL 36602
Tel: (251)431-6020
Fax: (251)431-6030
Email: wam@frazergreene.com
GLOBAL TAXI: Hires Quilling as General Counsel
----------------------------------------------
Global Taxi & Transportation, LLC, seek authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Quilling Selander Lownds Winslett & Moser, P.C. as general counsel
to the Debtor.
Global Taxi requires Quilling to:
(a) furnish legal advice to the Debtor with regard to its
powers, duties and responsibilities as a debtor-in-
possession and the continued management of his affairs and
assets under chapter 11;
(b) prepare, for and on behalf of the Debtor, all necessary
applications, motions, answers, orders, reports and other
legal papers;
(c) prepare a disclosure statement and plan of reorganization
and other services incident thereto;
(d) investigate and prosecute preference and fraudulent
transfers actions arising under the avoidance powers of
the Bankruptcy Code; and
(e) perform all other legal services for the Debtor which may
be necessary herein.
Quilling will be paid at these hourly rates:
Shareholders $275-$375
Associates $225-$275
Paralegals $100-110
Quilling has received a retainer from the Debtor in the amount of
$3,217, of which $1,717 was designated as the filing fee for the
Chapter 11 petition. Quilling is holding the retainer in its trust
account. Additionally, Mr. Asif Ali, the sole shareholder of the
Debtor, has committed to personally advance an additional retainer
of $8,000 in the first thirty (30) days of the case.
Quilling will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John Paul Stanford, partner of Quilling Selander Lownds Winslett &
Moser, P.C., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Quilling can be reached at:
John Paul Stanford, Esq.
QUILLING, SELANDER, LOWNDS,
WINSLETT & MOSER, P.C.
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Tel: (214) 871-2100
Fax: (214) 871-2111
E-mail: jstanford@qslwm.com
About Global Taxi
Global Taxi & Transportation, LLC, a Texas based company, filed a
chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
16-41896) on May 10, 2016. The petition was signed by Asif Ali,
president.
The Debtor estimated assets of $500,001 to $1,000,000 and estimated
debts of $500,001 to $1,000,000.
GREAT BASIN: Prices $6 Million Public Offering of Units
-------------------------------------------------------
Great Basin Scientific, Inc., has priced a public offering of 3.16
million units at a public offering price of $1.90 per unit. The
Company expects that the gross proceeds of the offering of the
units will be approximately $6 million. Each unit will consist of
one share of common stock and one Series G warrant. Each Series G
warrant will entitle the holder to acquire one share of common
stock at an exercise price of $1.90 per share, subject to
adjustment, for a period of five years following the date of
issuance.
Roth Capital Partners acted as the exclusive placement agent for
the offering. After the placement agent's fees and estimated
offering expenses payable by the Company, the Company expects to
receive net proceeds from the sale of the units of approximately
$5.2 million. The offering is expected to close on or about
June 1, 2016, subject to customary closing conditions. Great Basin
intends to use the proceeds from the offering to fund its research
and development, for sales and marketing expenses, to support the
manufacture of additional analyzers, to expand its manufacturing
capacity, and for general corporate purposes including working
capital.
The units, shares of common stock and Series G warrants are being
offered by Great Basin Scientific, Inc. pursuant to a registration
statement on Form S-1 (File No. 333-211334) previously filed with
and subsequently declared effective by the Securities and Exchange
Commission. A final prospectus relating to the offering will be
filed with the SEC and will be available on the SEC's Web site at
http://www.sec.gov
Copies of the preliminary prospectus relating to this offering may
be obtained from Roth Capital Partners, 888 San Clemente Drive,
Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by accessing
the SEC's Web site, http://www.sec.gov
Additional information is available for free at:
https://is.gd/XcXAdU
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of March 31, 2016, Great Basin had $27.6 million in total
assets, $70.99 million in total liabilities, and a total
stockholders' deficit of $43.4 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
GRIDWAY ENERGY: Seeks to Dismiss Remaining Chapter 11 Cases
-----------------------------------------------------------
Gridway Energy Holdings, Inc., and its affiliates asked the U.S.
Bakruptcy Court for the District of Delaware to dismiss the
remaining Chapter 11 Cases and sought authority to dissolve their
corporate entities.
Through the Platinum/Agera Sale and the Ziphany Sale, the Debtors
and certain of their affiliates, who each filed voluntary petitions
for relief under the Bankruptcy Code, negotiated and obtained
Bankruptcy Court approval of the sale of substantially all of their
assets during the pendency of these Chapter 11 Cases. Pursuant to
the terms of a subsequent settlement agreement between certain
parties in interest embodied in the Settlement Order, Agera agreed
to fund certain fees and expenses associated with the
administration of these Chapter 11 Cases until the Debtors'
operations and assets were transitioned to Agera pursuant to the
terms of the Platinum/Agera APA and the Platinum/Agera Sale Order.
The operations and assets of the Dismissed Debtors were
successfully transitioned to Agera, and accordingly, on October 16,
2015, the Court entered an order dismissing their chapter 11 cases.
In accordance with the aforementioned Settlement Order, Agera has
continued to fund certain administrative fees and expenses
associated with the remaining cases Chapter 11 Cases.
On or about March 15, 2016, the last of the Debtors' operations and
assets was successfully transitioned in accordance with the terms
of the Platinum/Agera APA and Platinum/Agera Sale Order. Therefore,
the Debtors no longer have any basis or purpose for continuing the
Chapter 11 Cases. Moreover, in connection with the terms of the
Platinum/Agera Sale, either the Debtors have paid or Agera has
agreed to assume or provide payment of a majority of the
administrative expense liabilities that have accrued against the
Debtors since the Commencement Date.
At this stage of the Chapter 11 Cases, the Debtors do not have any
unencumbered funds available for distribution to general unsecured
creditors, and therefore, they submit that cause exists to dismiss
the Chapter 11 Cases. Consistent with the terms of the Global
Settlement Order, upon entry of the Proposed Order approving
dismissal of these Chapter 11 Cases, additional distributions may
be made by the Debtors (at the direction of the Creditors'
Committee) from the Settlement Fund to holders of Allowed Eligible
Administrative Claims.
The Debtors have been in consultation with Agera and the Creditors'
Committee concerning the relief being requested. Each has reviewed
the Motion and consents to entry of the Proposed Order granting the
relief requested.
A hearing on the dismissal of the remaining bankruptcy cases is
scheduled for June 8, 2016, at 10:00 AM (ET) and the deadline for
the objection is set for May 31, 2016 at 4:00 PM (ET).
Gridway Energy Holdings, Inc. is represented by:
Donald J. Bowman, Jr., Esq.
Michael R. Nestor, Esq.
Joseph M. Barry, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
About Gridway Energy
Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural gas
in markets that have been restructured to permit retail competition
-- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead
Case No. 14-10833) on April 10, 2014.
The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S. A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.
The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations. Gridway defaulted on $60 million
of debt.
Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer. But in March 2014, the purchaser withdrew
from the transaction because of the large amount of debt that the
purchaser would become liable through a stock transaction.
The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management
Group, LLC, as claims and notice agent.
Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.
The Creditors' Committee is represented by Sharon Levine, Esq., and
Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B.
Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group
LLC.
Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.
GYMBOREE CORP: S&P Lowers CCR to 'SD', Off CreditWatch Neg.
-----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on The
Gymboree Corp. to 'SD' from 'CC'. Concurrently, S&P lowered its
issue-level rating on the company's $400 million 9.125% senior
unsecured notes due Dec. 2018 (about $211 million outstanding after
the tender offer) to 'D' from 'C'. The '6' recovery rating remains
unchanged, indicating S&P's expectation for negligible (0%-10%)
recovery in the event of default. S&P removed the ratings from
CreditWatch negative, where it placed them on
April 27, 2016.
"The downgrade follows the completion of the company's tender offer
for the 9.125% senior unsecured notes at face value below par. The
company repurchased $40 million of the remaining $287.6 million
notes outstanding as of Jan. 30, 2016," said credit analyst
Samantha Stone. "We view the repurchase as distressed and
tantamount to default given noteholders received less than the
original promise and the company's financial condition at the time
of the transaction."
S&P expects to review the corporate credit and issue-level ratings
within the next week when it assess the company's liquidity
position, operating performance expectations, while taking into
account likelihood of further debt distressed transactions. The
transaction only slightly improves the company's capital structure
and liquidity while operating performance remains challenged. Based
on these factors, 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.
H-D ACQUISITION: Hires Kline as Counsel
---------------------------------------
H-D Acquisition Corp., Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Robert M. Kline as counsel to the Debtor.
H-D Acquisition requires Kline to represent the Debtor in the
bankruptcy proceedings, inasmuch as there are questions of law
involved, as well as procedure and practice, which will require the
advice of counsel.
Kline will be paid at these hourly rates:
Robert M. Kline $350
Kline will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Robert M. Kline, Esq., assured the Court that he 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.
Kline can be reached at:
Robert M. Kline, Esq.
P.O. Box 18806
Philadelphia, PA 19119
Tel: (215) 990-9490
E-mail: Pacer@squirelaw.com
About H-D Acquisition
H-D Acquisition Corp., Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 16-13648) on May 21, 2016.
Judge Ashely M. Chan presides over the case.
The Debtor estimated assets of $500,000 to $1 million and estimated
debts of $100 million to $500 million.
HARBORVIEW TOWERS COUNCIL: Court Defers Ruling on Dismissal Bid
---------------------------------------------------------------
Judge James F. Schneider of the U.S. Bankruptcy Court for the
District of Maryland deferred its final decision on Penthouse 4C,
LLC's motion to dismiss for a period not to exceed 120 days to
permit the Council of Unit Owners of the 100 Harborview Drive
Condominium the opportunity to ratify the action of the Debtor's
Board of Directors in filing the instant bankruptcy petition, or to
disapprove it.
Judge Schneider has determined that the exigencies of the situation
at the time of the filing of the instant bankruptcy petition did
not afford the Board the opportunity of obtaining the prior
approval of the Debtor in accordance with the time and notice
provisions of the by-laws.
Accordingly, Judge Schneider narrates that the Fourth Circuit has
previously held that "the unauthorized filing of a voluntary
petition in bankruptcy on behalf of a corporation may be ratified
in appropriate circumstances by ensuing conduct of persons with
power to have authorized it originally," and that "such
ratification had the effect of validating unauthorized acts
essential to judicial jurisdiction."
About Council of Unit
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
Dr. Reuben Mezrich signed the petition as president. The Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million. Yumkas, Vidmar, Sweeney &
Mulrenin, LLC represents the Debtor as counsel. Judge James F.
Schneider is assigned to the case.
HORSEHEAD HOLDING: Wants Exclusive Plan Filing Extended to Oct. 29
------------------------------------------------------------------
Horsehead Holding Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the Debtors' exclusive right to
file a Chapter 11 plan through and including Oct. 29, 2016, and to
solicit votes thereon through and including Dec. 28, 2016.
A hearing on the request is set for June 20, 2016, at 10:00 a.m.
(ET). Objections must be filed by June 13, 2016, at 4:00 p.m.
(ET).
Less than four months from the Petition Date, the Debtors have made
substantial progress towards achieving their restructuring goals,
but significant work remains to be done. The Debtors therefore
seek an extension for the Exclusivity Periods of approximately 150
days.
The Debtors have made significant steps toward a successful
restructuring. Among other things, the Debtors have:
-- stabilized operations through the approval of various
crucial first day motions, including garnering authority
to pay certain shippers and lienholders, honor wages and
non-insider incentive programs in the ordinary course of
business, and maintain their cash management system;
-- negotiated and obtained final approval for the Debtors'
$90 million debtor-in-possession financing facility;
-- completed a comprehensive business plan that takes into
account both existing market conditions and the
challenges facing a "re-start" of their Mooresboro, North
Carolina facility;
-- promptly completed their schedules of assets and
liabilities and statements of financial affairs, which
were filed on March 17, 2016;
-- obtained entry of the claims bar date in these Chapter 11
cases to facilitate the timely administration of their
claims pool and have begun the process of reconciling
claims and interests as promptly as possible;
-- engaged in discussions with the official committee of
unsecured creditors appointed in these Chapter 11 cases,
the ad hoc group of holders of the Debtors' secured
notes, as a result of the Debtors' Plan filed on
April 13, 2016; and
-- drafted and filed the Debtors' Joint Plan of
Reorganization Pursuant to Chapter 11 of the Bankruptcy
Code and the related Disclosure Statement for the
Debtors' Joint Plan of Reorganization Pursuant to Chapter
11 of the Bankruptcy Code filed on April 13, 2016, which
are supported by the Ad Hoc Group of Secured Noteholders.
As the Court is aware, this group holds over half of the
Debtors' prepetition debt balance.
According to the Debtors, much work remains to be done. Among
other things, the Debtors remain focused on: (a) further
negotiating with all stakeholders, including the newly-appointed
official committee of equity holders, with the ultimate goal of a
consensual plan of reorganization; (b) evaluating and making
decisions regarding the assumption or rejection of executory
contracts and leases; (c) soliciting votes for and obtaining plan
confirmation; and (d) finalizing the reconciliation of, allowance
of, and, as needed, objections to the proofs of claim filed in
these Chapter 11 cases.
In these Chapter 11 cases, the Exclusivity Periods set forth in
Sections 1121(b) and 1121(c) of the Bankruptcy Code will expire on
June 1, 2016, and July 31, 2016, respectively, absent further
order of the Court.
Since the Petition Date, the Debtors have vigorously negotiated
with the Ad Hoc Group of Secured Noteholders, the Creditors'
Committee, and other key stakeholders in an effort to reach
consensus regarding the terms of a financial and operational
restructuring. Over this time, the Debtors have secured the DIP
Facility, completed liquidation and valuation analyses, filed a
plan of reorganization, and are seeking approval of their
disclosure statement on June 3, 2016. An additional extension of
the Exclusivity Periods will further permit the Debtors to engage
with their Equity Committee and seek consensus if at all reasonably
possible. An extension of the Exclusivity Periods will thus
provide the Debtors with adequate time to evaluate their options
and complete their restructuring initiatives while these cases are
administered as efficiently as possible for the benefit of the
Debtors' stakeholders and other parties-in-interest.
The Debtors submit that sufficient cause exists pursuant to Section
1121(d) of the Bankruptcy Code to extend the Exclusivity Periods
The Debtors' Chapter 11 cases are large and complex. These Chapter
11 cases involve five Debtor entities with approximately 700
employees, a number of metals processing and recycling facilities,
and approximately $425 million in funded debt. The Debtors'
challenges are also compounded by the operational challenges unique
to their Mooresboro, North Carolina facility. The Creditors'
Committee has itself identified the complexity of these Chapter 11
cases.
About Horsehead Holding
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.
HYLAND SOFTWARE: S&P Revises Outlook to Stable & Affirms 'B' CCR
----------------------------------------------------------------
S&P Global Ratings said it revised its rating outlook on Westlake,
Ohio-based Hyland Software Inc. to stable from negative and
affirmed all of its ratings, including its 'B' corporate credit
rating.
S&P also affirmed its 'B' issue-level with a '3' recovery rating on
the first-lien credit facilities. The '3' recovery rating
indicates S&P's expectation of meaningful (50% to 70%; upper half
of the range) recovery in the event of a default.
In addition, S&P affirmed the 'CCC+' issue-level with a '6'
recovery rating on the second-lien term loan. The '6' recovery
rating indicates S&P's expectation of negligible (0% to 10%)
recovery in the event of a default.
"The rating action reflects Hyland's strong license and maintenance
revenues growth which resulted in adjusted leverage decreasing to
the mid-6x area at March 31, 2016, from the mid-7x area following
the dividend recapitalization in July 2015," said S&P Global
Ratings credit analyst Andrew Yee.
For the same period, total revenues increased 18% on a
year-over-year basis, driven by strong license renewals, increased
upselling and new customers, ultimately leading to higher than
expected maintenance revenues. Maintenance revenues (about 55% of
total revenues) increased 14% as of the last 12 months ended March
31, 2016, which S&P expects to grow in the mid-teen percentage area
in 2016. These contracted streams are recurring in nature and
provide good revenue visibility.
The stable outlook reflects S&P's expectation that the company's
good execution, high renewal rates, and contracted revenue base
will continue to support consistent operating performance and FOCF
generation over the next 12 months.
INSTITUTE OF CARDIOVASCULAR: FCA Suit Can Proceed
-------------------------------------------------
In the case captioned UNITED STATES OF AMERICA ex rel. ROBERT A.
GREEN; STATE OF FLORIDA ex rel. HOLLY TAYLOR, Plaintiffs, v.
INSTITUTE OF CARDIOVASCULAR EXCELLENCE, PLLC; ICE HOLDINGS, PLLC;
ASAD ULLAH QAMAR; and HUMERA A. QAMAR, Defendants, Case No.
5:11-cv-406-Oc-37TBS (M.D. Fla.), Judge Roy B. Dalton Jr. of the
United States District Court for the Middle District of Florida,
Ocala Division, granted the defendants' motion for reconsideration
and affirmed the court's conclusion in its April 26, 2016 order.
As such, the action will proceed through the entry of judgment.
Upon notification that the defendants in the False Claims Act qui
tam action had filed for Chapter 11 bankruptcy, the court
considered whether the action was subject to the Bankruptcy Code's
automatic stay provision. The court took the issue under
advisement based on the defendants' Suggestion of Bankruptcy --
which indicated their belief that the action was automatically
stayed -- and the United States' Response to the Suggestion of
Bankruptcy. Absent binding authority, the court was persuaded by
the rationale that FCA actions are exempt from the automatic stay
through entry of judgment; thus, it declined to stay the action.
The order was docketed shortly after the defendants filed a reply
to the United States' response. The court did not consider the
reply when ruling on the issue.
The defendants then moved the court to reconsider the order
pursuant to Federal Rule of Civil Procedure 54(b).
A full-text copy of Judge Dalton's May 16, 2016 order is available
at https://is.gd/ZPdtSI from Leagle.com.
United States of America is represented by:
Adam Russell Tarosky, Esq.
Daniel Robert Anderson, Esq.
Eva U. Gunasekera, Esq.
Michael D. Granston, Esq.
US DEPARTMENT OF JUSTICE
-- and --
Sean Flynn, Esq.
US ATTORNEY'S OFFICE
Robert A. Green, Relator, is represented by:
Jonathan Kroner, Esq.
JONATHAN KRONER LAW OFFICE
Email: jk@jonathankroner.com
State of Florida is represented by:
Jill Bennett, Esq.
Kathleen Marie Von Hoene, Esq.
OFFICE OF THE ATTORNEY GENERAL
Holly Taylor, Relator, is represented by:
Rafael Jacinto Nobo, III, Esq.
THE NOBO LAW GROUP
-- and --
Sam S. Sheldon, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, LLP
777 6th Street NW, 11th Floor
Washington, DC 20001-3706
Tel: (202)538-8000
Fax: (202)538-8100
Email: samsheldon@quinnemanuel.com
Institute of Cardiovascular Excellence, PLLC, Asad Ullah Qamar,
M.D. are represented by:
Danielle Susan Kemp, Esq.
Gregory W. Kehoe, Esq.
GREENBERG TRAURIG, P.A.
101 East Kennedy Boulevard, Suite 1900
Tampa, FL 33602
Tel: (813)318-5700
Fax: (813)318-5900
Email: kempd@gtlaw.com
kehoeg@gtlaw.com
-- and --
Kirk Ogrosky, Esq.
Murad Hussain, Esq.
ARNOLD & PORTER, LLP
601 Massachusetts Ave, NW
Washington, DC 20001
Tel: (202)942-5000
Fax: (202)942-5999
Email: kirk.ogrosky@aporter.com
murad.hussain@aporter.com
-- and --
Aaron A. Wernick, Esq.
FURR & COHEN, PA
2255 Glades Road, Suite 337 West
Boca Raton, FL 33431
Tel: (561)395-0500
Fax: (561)338-7532
Email: awernick@furrcohen.com
Ice Holdings, PLLC, Humera A. Qamar, M.D., are represented by:
Aaron A. Wernick, Esq.
FURR & COHEN, PA
2255 Glades Road, Suite 337 West
Boca Raton, FL 33431
Tel: (561)395-0500
Fax: (561)338-7532
Email: awernick@furrcohen.com
Asad Qamar, Institute of Cardiovascular Excellence, PLLC, are
represented by:
Gregory W. Kehoe, Esq.
GREENBERG TRAURIG, P.A.
101 East Kennedy Boulevard, Suite 1900
Tampa, FL 33602
Tel: (813)318-5700
Fax: (813)318-5900
Email: kehoeg@gtlaw.com
-- and --
Kirk Ogrosky, Esq.
Murad Hussain, Esq.
ARNOLD & PORTER, LLP
601 Massachusetts Ave, NW
Washington, DC 20001
Tel: (202)942-5000
Fax: (202)942-5999
Email: kirk.ogrosky@aporter.com
murad.hussain@aporter.com
-- and --
Aaron A. Wernick, Esq.
FURR & COHEN, PA
2255 Glades Road, Suite 337 West
Boca Raton, FL 33431
Tel: (561)395-0500
Fax: (561)338-7532
Email: awernick@furrcohen.com
About Institute of Cardiovascular
Institute of Cardiovascular Excellence, PLLC, based in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-01491) on April 20, 2016. Aaron A Wernick, Esq., at Furr &
Cohen, PA, serves as counsel to the Debtor. In its petition, the
Debtor estimated $0 to $50,000 in assets and $10 million to $50
million in liabilities. The petition was signed by Asad Qamar,
manager.
INTELLIPHARMACEUTICS INT'L: Proposes to Offer Units and Warrants
----------------------------------------------------------------
Intellipharmaceutics International Inc. intends to offer units of
its common shares and warrants in an underwritten public offering.
Dawson James Securities, Inc. is acting as sole bookrunner for the
offering. The offering is subject to market and other conditions,
and there can be no assurance as to whether or when the offering
may be completed.
A shelf registration statement relating to the public offering of
the securities described above has been filed with, and declared
effective by, the Securities and Exchange Commission. A
preliminary prospectus supplement relating to the offering will be
filed with the SEC and will be available on the SEC's website at
http://www.sec.gov/
When available, copies of the preliminary prospectus supplement and
the accompanying base prospectus relating to these securities may
also be obtained from Dawson James Securities, Inc., Attention:
Prospectus Department, 1 North Federal Highway, 5th Floor, Boca
Raton, FL 33432, mmaclaren@dawsonjames.com or toll free at
866.928.0928.
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.
Intellipharmaceutics reported a net loss of US$7.43 million on
US$4.09 million of revenues for the year ended Nov. 30, 2015,
compared to a net loss of US$3.85 million on US$8.76 million of
revenues for the year ended Nov. 30, 2014.
As of Feb. 29, 2016, Intellipharmaceutics had US$3.81 million in
total assets, US$4.86 million in total liabilities and shareholders
deficiency of US$1.05 million.
Deloitte LLP issued a "going concern" opinion on the consolidated
financial statements for the year ended Nov. 30, 2015, citing that
the Company's recurring losses from operations and shareholders'
deficiency raise substantial doubt about its ability to continue as
a going concern.
INVENTIV HEALTH: Extends Vice Chairman's Employment Until 2018
--------------------------------------------------------------
inVentiv Health, Inc., entered into an amended and restated
employment agreement with Jeffrey McMullen, the Company's vice
chairman and director and chairman of inVentiv Health Clinical. The
Amendment extended Mr. McMullen's existing employment agreement by
two years until May 23, 2018. The Amendment reduces the base
salary Mr. McMullen receives from the Company during each year of
the extension as he transitions from an executive to board role.
About inVentiv Health
inVentiv Health, Inc., is privately owned by inVentiv Group
Holdings, Inc., an organization sponsored by affiliates of Thomas
H. Lee Partners, L.P., Liberty Lane Partners and members of the
inVentiv Health management team.
inVentiv Health is a top-tier professional services organization
that accelerates the clinical and commercial success of
biopharmaceutical companies worldwide. The Company's combined
Clinical Research Organization and Contract Commercial Organization
helps clients improve their performance to deliver much-needed
therapies to market. With 13,000 employees providing services to
clients in 70 countries, inVentiv Health designs best practices,
processes and systems to enable clients to successfully navigate an
increasingly complex environment.
- See more at:
http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf
Inventiv Health reported a net loss attributable to the Company of
$151 million on $1.99 billion of net revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to the Company
of $190 million on $1.80 billion of net revenues for the year ended
Dec. 31, 2014.
As of March 31, 2016, inVentiv had $2.12 billion in total assets,
$2.91 billion in total liabilities, and a total stockholders'
deficit of $783 million.
* * *
As reported by the TCR on May 22, 2015, Moody's Investors Service
affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability
of Default Rating of inVentiv Health, Inc. as well as all of the
instrument ratings. The Caa1 rating reflects inVentiv's very high
leverage, history of negative free cash flow and significant
interest burden which will make a default event likely if the
company does not significantly improve its EBITDA performance well
ahead of 2018, when all of the company's debt matures.
The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings
Services affirmed its 'B-' corporate credit rating on Burlington,
Mass.-based contract research organization (CRO) inVentiv Health
Inc.
INVENTIV HEALTH: S&P Raises CCR to 'B', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on inVentiv
Health Inc. to 'B' from 'B-'. The outlook is stable.
S&P raised its ratings on the first-lien senior secured term loan B
and secured notes to 'B' from 'B-'. The recovery rating is '3',
reflecting S&P's expectation for modest (50%-70% in the lower half
of the range) recovery in the event of a payment default.
At the same time, S&P raised its rating on the company's
second-lien payment-in-kind (PIK) toggle notes due 2018 to 'CCC+'
from 'CCC'. The recovery rating is '6', reflecting expectations
for negligible (0%-10%) recovery in the event of bankruptcy. S&P
also is raising the rating on the senior unsecured debt to 'CCC+'
from 'CCC'. The recovery rating is '6', reflecting expectations
for negligible (0%-10%) recovery in the event of bankruptcy.
"The rating upgrade reflects inVentiv Health's operating
improvement that outperformed our expectations, resulting in higher
projections for positive free cash flow that are consistent with a
'B' rating and a stable outlook," said S&P Global Ratings credit
analyst Matthew Todd. S&P has raised its forecast for EBITDA in
2016 and 2017 by a combined 37%, including 2016 adjusted EBITDA of
about $330 million and discretionary cash flow above
$60 million. S&P expects leverage to remain high for the next two
years, exceeding 7x at the end of 2016.
The stable outlook reflects S&P's expectation that the company will
sustain recent operating trends and positive adjusted free cash
flow of above $60 million in 2016. In addition, the stable outlook
reflects our expectation that the financial sponsors will maintain
a controlling position for at least the next year and that the
company will be able to refinance its 2018 debt maturities.
A lower rating could be prompted by an operational misstep or an
above-average cancellation rate, which could be out of the
company's control. A 300-basis-point miss in revenue growth and a
concurrent 100-basis-point miss in gross margin expectations,
consistent with about a $60 million increase in cancellations that
are not backfilled, could result in negligible free cash flow and a
downgrade.
The rating is currently constrained by inVentiv's high leverage,
and S&P expects the company will continue to be controlled by
financial sponsors for at least the next year. S&P could consider
an upgrade if the company's CRO business shows particular strength
in taking market share and signing preferred partnerships with
large pharmaceutical sponsors, making it competitively comparable
to higher rated peers.
Additionally, the company has filed an S-1 form indicating it is
exploring an IPO. Should the company successfully complete an IPO
and subsequently reduce and commit to maintaining its leverage to
below 5x over the longer term, S&P could consider raising the
corporate credit rating.
INVENTIV HEALTH: Shareholders Elect David Southwell as Director
---------------------------------------------------------------
Mr. David Southwell was elected as a director of inVentiv Health,
Inc., by a written consent of the shareholders of the Company
holding a majority of the outstanding shares of the Company's
common stock. Mr. Southwell will also serve as the Chairman of the
Audit Committee.
As compensation for his service as a director, Mr. Southwell will
receive an annual fee of $75,000, with an additional $20,000 for so
long as he serves as Chairman of the Audit Committee. The Company
has also committed to granting Mr. Southwell an initial equity
grant pursuant to the inVentiv Group Holdings, Inc. 2010 Equity
Incentive Plan (as amended). Mr. Southwell's initial award will be
in the form of stock options, the amount of which will be
determined by dividing $200,000 by the fair market value of the
common stock of inVentiv Group Holdings, Inc. on the date of grant.
It is anticipated that the Initial Grant will vest over a one-year
period.
About inVentiv Health
inVentiv Health, Inc., is privately owned by inVentiv Group
Holdings, Inc., an organization sponsored by affiliates of Thomas
H. Lee Partners, L.P., Liberty Lane Partners and members of the
inVentiv Health management team.
inVentiv Health is a top-tier professional services organization
that accelerates the clinical and commercial success of
biopharmaceutical companies worldwide. The Company's combined
Clinical Research Organization and Contract Commercial Organization
helps clients improve their performance to deliver much-needed
therapies to market. With 13,000 employees providing services to
clients in 70 countries, inVentiv Health designs best practices,
processes and systems to enable clients to successfully navigate an
increasingly complex environment.
- See more at:
http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf
Inventiv Health reported a net loss attributable to the Company of
$151 million on $1.99 billion of net revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to the Company
of $190 million on $1.80 billion of net revenues for the year ended
Dec. 31, 2014.
As of March 31, 2016, inVentiv had $2.12 billion in total assets,
$2.91 billion in total liabilities, and a total stockholders'
deficit of $783 million.
* * *
As reported by the TCR on May 22, 2015, Moody's Investors Service
affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability
of Default Rating of inVentiv Health, Inc. as well as all of the
instrument ratings. The Caa1 rating reflects inVentiv's very high
leverage, history of negative free cash flow and significant
interest burden which will make a default event likely if the
company does not significantly improve its EBITDA performance well
ahead of 2018, when all of the company's debt matures.
The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings
Services affirmed its 'B-' corporate credit rating on Burlington,
Mass.-based contract research organization (CRO) inVentiv Health
Inc.
JAMES DONNAN: Bids for Summary Judgment by Switzer, Miller Granted
------------------------------------------------------------------
Judge James P. Smith of the United States Bankruptcy Court for the
Middle District of Georgia, Athens Division, denied the plaintiff's
motion for summary judgment and granted the defendants' motion for
summary judgment in the adversary proceedings captioned WILLIAM M.
FLATAU, as Liquidating Trustee for the Estate of James M. Donnan
III and Mary W. Donnan, Plaintiff, v. BARRY SWITZER FAMILY, LLC,
and BARRY SWITZER, Defendants; and WILLIAM M. FLATAU, as
Liquidating Trustee for the Estate of James M. Donnan III and Mary
W. Donnan, Plaintiff, v. HUNTER MILLER FAMILY, LLC, and HUNTER
MILLER, Defendants, Adversary Proceeding No. 13-3001., 13-3002
(Barnk. M.D. Ga.).
In the related adversary proceedings, the plaintiff sought to avoid
and recover certain payments by the debtor, James M. Donnan, III to
the defendants.
A full-text copy of Judge Smith's May 18, 2016 proposed findings of
fact and conclusions of law is available at https://is.gd/pBcfVJ
from Leagle.com.
The bankruptcy case is In the Matter of: JAMES M. DONNAN, III, MARY
W. DONNAN, Chapter 11, Debtors, Case No. 11-31083-JPS (Bankr. M.D.
Ga.).
William M. Flatau, as Liquidating Trustee for the Estate of James
M. Donnan III and Mary W. Donnan is represented by:
Frank W. DeBorde, Esq.
Lisa McVicker Wolgast, Esq.
MORRIS, MANNING & MARTIN, LLP
1600 Atlanta Financial Center
3343 Peachtree Road, NE
Atlanta, GA 30326
Tel: (404)233-7000
Fax: (404)365-9532
Email: fdeborde@mmmlaw.com
lwolgast@mmmlaw.com
Barry Switzer Family, LLC is represented by:
Joshua John Lewis, Esq.
PARKER HUDSON RAINER & DOBBS, LLP
303 Peachtree Street, NE, Suite 3600
Atlanta, GA 30308
Tel: (404)523-5300
Fax: (404)522-8409
Email: jlewis@phrd.com
-- and --
Armando James Rosell, Esq.
MULINIX OGDEN HALL & LUDLAM, PLLC
210 Park Avenue Suite 3030
Oklahoma City, OK 73102
Tel: (405)232-3800
Fax: (405)232-8999
Email: rosell@lawokc.com
About James Donnan
James "Jim" Donnan III is a former University of Georgia football
coach and ex-ESPN college football analyst. Mr. Donnan and his
wife, Mary, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No.
11-31083) on July 1, 2011. The filing came after Mr. Donnan
offered to pay back creditors roughly $5 million. The creditors
wanted $8.25 million from the Donnans.
JOINED ALLOYS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joined Alloys, LLC
2350 W. Shangri La Road
Phoenix, AZ 85029
Case No.: 16-06107
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Daniel P. Collins
Debtor's Counsel: Bradley Jay Stevens, Esq.
JENNINGS, STROUSS & SALMON, P.L.C.
One E Washington St #1900
Phoenix, AZ 85004-2554
Tel: 602-262-5955
Fax: 602-495-2729
E-mail: bstevens@jsslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph Yockey, president and managing
member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb16-06107.pdf
JTP CORP: Seeks to Hire Vorndran Shilliday as Legal Counsel
-----------------------------------------------------------
J.T.P. Corp. seeks approval from the U.S. Bankruptcy Court for the
District of Colorado to hire Robert Shilliday III of Vorndran
Shilliday P.C. as its legal counsel.
J.T.P. Corp. proposes to hire an attorney to:
(a) give legal advice about its powers and duties as a
debtor-in-possession;
(b) assist the Debtor in the development of a plan of
reorganization;
(c) file pleadings, reports and actions required in the
continued administration of the Debtor's property; and
(d) take necessary actions to enjoin or stay the continuation
of pending proceedings and the commencement of lien
foreclosure proceedings.
Mr. Shilliday, Esq., a member of Vorndran, will be compensated for
his services at the rate of $300 per hour. He may be assisted by a
paralegal who will be paid $100 per hour.
In a court filing, Mr. Shilliday disclosed that he is a
disinterested person as defined in section 101(14) of the
Bankruptcy Code.
Mr. Shilliday's address is:
Robert Shilliday III
Vorndran Shilliday P.C.
1888 Sherman Street, Suite 760
Denver, CO 80203
Telephone: (720) 439-2500
Telecopy: (303) 439-2501
Email: rob@vs-lawyers.com
About J.T.P. Corp.
J.T.P. Corp. sought protection under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado
(Case No. 16-15232) on May 25, 2016.
JUMIO INC: Says Estate Lacks Funds to Pay Committee Professionals
-----------------------------------------------------------------
Jumio, Inc., filed a limited objection to the retention
applications for the Official Committee of Equity Security
Holders.
The Debtor does not object to the qualifications of K&L Gates,
Pachulski or EisnerAmper, each of which is a top-tier firm whose
professionals are known to provide legal and financial advisory
services of the highest order. Nor does it appear based on the
declarations filed by the Firms that any actual or potential
conflict of interest would disqualify the Firms from representing
the Equity Committee.
Rather, with equity being "out of the money" in this case, the
Debtor contends there is no benefit to the estate that could be
gained from the appointment of the Equity Committee and, by
extension now, from the retention of the Firms to represent it. To
the contrary, rather than a benefit to the estate, the potential
fees and expenses to be charged by the Firms are a substantial
burden -- they were not contemplated by or negotiated by the Equity
Committee into the Debtor's DIP Financing and, together with other
potential administrative claims, are well in excess of the limited
net proceeds after the Debtor's sale of substantially all of its
assets.
With insufficient sale proceeds to satisfy administrative expenses,
the payment of the Equity Committee's fees and expenses
theoretically could be payable, if at all, only from proceeds
derived from the liquidation and monetization of assets that remain
in the Debtor's estate -- primarily causes of action the Equity
Committee repeatedly has suggested are of great value to equity
holders.
On May 6, 2016, the Court authorized, among other things, the
Debtor to sell substantially all of its assets to Jumio Buyer Inc.,
pursuant to an Asset Purchase Agreement dated May 6, 2016, by and
between the Debtor, as the seller, and the Buyer, as the buyer. On
May 9, the sale to the Buyer closed.
At Closing, and pursuant to the terms of the APA, the Buyer paid to
the estate $610,196. Pursuant to the Sale Order, the Secured
Parties' liens and secured claims attached to the cash sale
proceeds. After the payment of all accrued administrative expenses
pursuant to the Debtor's court-approved budget, the Debtor is
holding $520,000, subject to the Secured Parties' liens. Estate
liabilities include the Debtor's DIP Financing Claims
(approximately $2.4 million), prepetition secured debt
(approximately $15.8 million), and general unsecured claims
(approximately $540,000).
Obviously, these amounts must be satisfied in full before the
Debtor can distribute anything to the Debtor's preferred equity
holders (estimated equity value of approximately $60 million), or
on account of approximately 43.6 million of common equity shares.
Absent some agreement among the parties, the Debtor is unable to
satisfy its DIP Financing Claims, much less all other claims with
priority over equity.
At the May 6th hearing, the Debtor informed the Court that it was
not seeking a final order on the DIP Motion. On that day, the
Interim Orders expired, including the Debtor's authorization to use
cash collateral.
The Second Interim DIP Order increased the Debtor's authorization
to borrow under the DIP Facility to $2.4 million and extended
various deadlines and milestones for the conduct of the Sale and
related matters. The Second Interim Order did not authorize the use
of cash collateral to pay the fees and expenses of the Equity
Committee's professionals.
Following the Sale Closing, the Debtor worked quickly to attempt to
reach a consensual resolution of this case. In an attempt to avoid
conversion to chapter 7, the Debtor prepared a liquidating plan
term sheet that sought to resolve certain alleged claims against
Eduardo Saverin and Andreessen Horowitz Fund, II, L.P., provide
cash collateral use sufficient for the Debtor to propose and
confirm a liquidating plan, and provide "seed money" for an estate
representative to pursue the claims and causes of action that
remain in the estate. As of May 27, the parties have failed to
agree to the terms of a liquidating plan.
Jumio Inc. is represented by:
Adam G. Landis, Esq.
Kerri K. Mumford, Esq.
Kimberly A. Brown, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, Delaware 19801
Telephone: (302) 467-4400
Facsimile: (302) 467-4450
Email: landis@lrclaw.com
mumford@lrclaw.com
brown@lrclaw.com
Counsel for Eduardo Saverin and Jumio Acquisition, LLC:
Michael R. Nestor, Esq.
Sean M. Beach, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 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
Counsel to the Official Committee of Equity Security Holders:
Laura Davis Jones, Esq.
Jeffrey N. Pomerantz, Esq.
Peter J. Keane, Esq.
PACHULSKI STANG ZIEHL &JONES LLP
919 N. Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
jpomerantz@pszjlaw.com
pkeane@pszjlaw.com
- and -
Michael B. Lubic, Esq.
John H. Culver III, Esq.
Sven T. Nylen, Esq.
K&L GATES LLP
10100 Santa Monica Blvd., 8th Floor
Los Angeles, CA 90067
Telephone: (310) 552-5000
Facsimile: (310) 552-5001
Email: michael.lubic@klgates.com
john.culver@klgates.com
sven.nylen@klgates.com
About Jumio
Headquartered in Palo Alto, California, Jumio is an online and
mobile identity management and credentials authentication company.
Its customers include, among others, Airbnb, United Airlines,
WorldRemit, EasyJet, and Duolingo. Jumio has operations in the
United States, Europe and India. Jumio employs 43 individuals.
Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 16-10682) on March 21, 2016. The petition was signed by
Stephen Stuut as chief financial officer. The Debtor estimated
assets in the range of $1 million to $10 million and debts of up to
$50 million. Judge Brendan Linehan Shannon has been assigned the
case.
The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy
counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special
corporate counsel, Ernst & Young LLP as financial advisor, Sagent
Advisors, LLC as investment banker, Cooley LLP as special SEC
counsel and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
In April 2016, Andrew Vara, acting U.S. trustee for Region 3,
appointed Buttonwood Alpha QP Fund LLC and four others to serve on
the committee of equity security holders in the Debtor's Chapter 11
case. The U.S. Trustee, however, indicated in a court filing that
no official committee of unsecured creditors has been appointed in
the case.
The Equity Committee has retained Pachulski Stang Ziehl & Jones LLP
and K&L Gates LLP as bankruptcy counsel, and EisnerAmper LLP as
financial advisor.
JUMIO INC: Seeks Conversion of Case to Chapter 7
------------------------------------------------
Jumio, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to convert its Chapter 11 case to a liquidation under
Chapter 7 of the Bankruptcy Code.
From the outset of this case, the Debtor worked diligently to
maximize the value of its assets for the benefit of all of its
stakeholders. After a Court-approved marketing and sale process
that was extended with the consent of the Secured Parties and the
Equity Committee, the Court approved the sale of substantially all
of the Debtor's assets for a purchase price that was substantially
less than the Debtor had hoped to achieve.
The Sale preserved hundreds of jobs, maintained a trading partner
for the Debtor's customers and vendors, and ensured that vital
technology would continue to benefit the global e-commerce economy.
The Sale also preserved for the benefit of the estate potential
claims against the Secured Parties, certain then-current members of
the Debtor's board of directors and others that initially had been
proposed to be purchased by the initial
Stalking Horse Bidder, an entity formed by Eduardo Saverin.
During the lengthy auction, counsel to the Debtor initiated and
participated in discussions with the Secured Parties and the Equity
Committee regarding the consensual resolution of Preserved Claims.
The Debtor continued those discussions after the closing of the
Sale and proposed a comprehensive resolution of this case pursuant
to a liquidating plan in an effort to maximize value of the
Debtor's remaining assets and avoid conversion to Chapter 7.
Despite the Debtor's efforts, however, the parties have been unable
to reach agreement. Accordingly, without the use of cash collateral
or cash sufficient to confirm a liquidating plan, the Debtor has no
alternative other than to seek conversion of this case to Chapter 7
so that a trustee can determine how best to monetize and distribute
the Preserved Claims and other assets remaining in the estate.
The Preserved Claims include, without limitation, potential claims
against Eduardo Saverin (or entities related to him, collectively
"Saverin") as prepetition lender, equity holder and former member
of the Debtor's board of director; Andreessen Horowitz Fund II, L.P
("Andreessen"), as prepetition lender, equity holder and board
member designee; and Scott Weiss and Peng T. Ong, as members of the
Debtor's board of directors.
On May 6, 2016, the Court authorized, among other things, the
Debtor to sell substantially all of its assets to Jumio Buyer Inc.,
a unit of private equity firm Centana. On May 9,2016, the sale to
the Buyer closed. The Buyer paid to the estate $610,196.
Prepetition, through a Note Purchase Agreement dated as of August
28, 2015, Jumio issued approximately $15.5 million in senior
secured convertible promissory notes. The Prepetition Secured
Notes are secured by liens on and security interests in
substantially all of the Debtor's assets, including its cash.
Pursuant to an Interim DIP Order, the Debtor were permitted to
borrow $1.4 million under the DIP Facility from Mr. Saverin. Under
a Second Interim DIP Order, the Debtor's authorization to borrow
under the DIP Facility was increased to $2.4 million and various
deadlines and milestones for the conduct of the Sale and related
matters were extended.
Pursuant to the Sale Order, the Secured Parties' liens and secured
claims (including the Postpetition Lenders' claims in connection
with the DIP Financing) attached to the cash sale proceeds. At the
May 6th hearing, the Debtor informed the Court that it was not
seeking a final order on the DIP Motion. On that day the Interim
Orders expired, including the Debtor's authorization to use cash
collateral.
Following the Sale Closing, the Debtor worked quickly to reconcile
the Debtor's pre-closing financial records in order to determine
cash on hand and its future cash needs. In addition, the Debtor
analyzed its post-petition obligations and claims that would need
to be satisfied in connection with a potential plan of liquidation.
In connection therewith, the Debtor prepared a liquidating plan
term sheet, which would resolve the Preserved Claims, provide cash
collateral use sufficient for the Debtor to propose and confirm a
liquidating plan, and provide "seed money" for an estate
representative to pursue the claims and
causes of action that remain in the estate.
On May 12,2016, the Debtor discussed with counsel to the Secured
Parties the potential consensual resolution of the case and the
Plan Term Sheet. On May l6, and again on May 18 and May 23, the
Debtor followed up with the Secured Parties regarding these topics.
Through the filing of the Motion to Convert on May 27, the Debtor
and the Secured Parties have been unable to reach agreement
regarding the Plan Term Sheet and the wind up of the case. The
Debtor also discussed the potential consensual resolution of the
case and the Plan Term Sheet with counsel to Andreessen and the
Equity Committee after the Closing. Here, too, the parties have
been unable to reach an agreement with respect to the consensual
wind up of the case.
The Debtor continues to believe that a consensual liquidating plan
is the best and most efficient way to maximize value, avoid delay
in distribution to the Debtor's administrative and unsecured
creditors, and to avoid unnecessary, costly and uncertain
litigation. However, the Debtor presently does not have the ability
to use cash collateral to satisfy existing and continuing
administrative expenses and cannot force the parties to be
realistic about their prospects for success absent agreement or to
negotiate the terms of a consensual plan of liquidation.
Consequently, the Debtor has no alternative but to seek to convert
this case to Chapter 7.
About Jumio
Headquartered in Palo Alto, California, Jumio is an online and
mobile identity management and credentials authentication company.
Its customers include, among others, Airbnb, United Airlines,
WorldRemit, EasyJet, and Duolingo. Jumio has operations in the
United States, Europe and India. Jumio employs 43 individuals.
Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 16-10682) on March 21, 2016. The petition was signed by
Stephen Stuut as chief financial officer. The Debtor estimated
assets in the range of $1 million to $10 million and debts of up
to
$50 million. Judge Brendan Linehan Shannon has been assigned the
case.
The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy
counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special
corporate counsel, Ernst & Young LLP as financial advisor, Sagent
Advisors, LLC as investment banker, Cooley LLP as special SEC
counsel and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
In April 2016, Andrew Vara, acting U.S. trustee for Region 3,
appointed Buttonwood Alpha QP Fund LLC and four others to serve on
the committee of equity security holders in the Debtor's Chapter
11
case. The U.S. Trustee, however, indicated in a court filing that
no official committee of unsecured creditors has been appointed in
the case.
LAURA ELSHEIMER: Hires Van Dam Law as Bankruptcy Counsel
--------------------------------------------------------
Laura Elsheimer LLC seeks permission from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Michael Van Dam, Esq.,
at Van Dam Law LLP as bankruptcy counsel.
Van Dam Law will provide general representation of the Debtor in
the proceedings and will perform all legal services for the
Debtor.
Van Dam Law will be paid $300 per hour for its services. To date,
Van Dawm Law has received a retainer of $11,800 from the Debtors
that, according to Mr. Van Dam, came from rental income.
Mr. Van Dam, a member at Van Dam Law, assures the Court that the
firm doesn't have any connection with the Debtor, the creditors or
any party-in-interest or their attorneys and that the firm is a
"disinterested person", as defined under 11 U.S.C. Section
101(14).
Van Dam Law can be reached at:
Michael Van Dam, Esq.
Van Dam Law LLP
233 Needham Street
Suite 540
Newton, MA 02464
Tel: (617) 969-2900
Fax: (617) 964-4631
E-mail: mvandam@vandamlawllp.com
Laura Elsheimer LLC filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 16-40853) on May 16, 2016. Michael Van
Dam, Esq., at Van Dam Law LLP serves as the Debtor's bankruptcy
counsel.
LAWRENCE FROMELIUS: CBRE to Appraise Greenfield Properties
----------------------------------------------------------
Counsel for debtor Lawrence D. Fromelius will appear before Judge
Donald R. Cassling on June 7, 2016, at 9:30 a.m., to present the
Debtor's motion for authorization to pay up to $15,000 to CBRE for
an appraisal of the Greenfield properties.
The Debtor intends to hire CBRE as a real estate appraiser to value
the properties at 302 and 311 East Greenfield, Milwaukee, Wisconsin
("Greenfield Properties"). The appraisal itself will cost $9,000,
and the Debtor requests authorization to spend up to an additional
$6,000 for further services from CBRE.
Mr. Fromelius and co-debtor L. Fromelius Investment Properties LLC
believe the Greenfield properties are valuable and the sale of the
Properties is an important component of the Debtors' restructuring
plans. The Greenfield properties are located in the Inner Harbor
area of Milwaukee, which is the target of several redevelopment
efforts. These efforts have been led by the nearby opening of the
Global Water Center, an incubator for water tech firms, and the new
University of Wisconsin–Milwaukee School of Freshwater Sciences.
The Greenfield properties are ideally located for development into
retail space, a marina, or other uses.
In furtherance of the sale of the Greenfield properties, on May 17,
2016, the Debtor caused Golden Marina to file a Motion to Approve
Post-Petition Financing, to Set Bidding Procedures and Sell Real
Estate, and to Shorten Notice, in order to initiate a process for
selling the Greenfield properties. That motion currently is
pending before the Court. The sale of the Greenfield properties is
challenging primarily because the Greenfield properties are
difficult to maintain and their past use. The 311 E. Greenfield
site once housed a coke and gas facility, leather tanneries, and a
scrap and salvage operation. In January 2007, the U.S. EPA entered
into an Administrative Settlement Agreement and Order on Consent
(AOC) with the Potentially Responsible Parties (PRPs) for the
conduct of a Remedial Investigation/Feasibility Study (RI/FS)
covering portions of the site. Efforts to remediate the
environmental issues are ongoing and involve multiple parties,
including the PRPs and government entities.
The City of Milwaukee also has filed a petition with the Circuit
Court for Milwaukee County, Wisconsin, asking for an order
compelling Golden Marina to raze seven buildings it deems unfit for
human habitation, occupancy, or use. The raze petition triggered
intense activity in the Circuit Court for Milwaukee County.
In an effort to protect the Debtors' efforts to sell the Greenfield
properties, Golden Marina filed a complaint and a motion for a
temporary restraining order and preliminary injunction against the
City of Milwaukee to prevent them from seeking to hold Golden
Marina in contempt of court for refusing to dismiss the bankruptcy
case filed by Golden Marina. On May 17, 2016, the Court entered a
Temporary Restraining Order barring the City of Milwaukee from
seeking an order compelling a transfer of title to Golden Marina's
real estate.
While the marketing of the Greenfield properties will shed light on
their value, the Debtor believes that a desktop appraisal of the
properties will assist in his efforts to confirm a plan and to
obtain approval of any bids related to the sale of the Greenfield
properties. Among other things, if the Debtors have to seek to
confirm a cram-down plan, they may need a value for the Greenfield
properties. Additionally, the Ann Marie Barry Trust has requested
that the Debtor commission an appraisal for the Greenfield
properties, and the Debtor believes commissioning an appraisal will
help facilitate efforts to reach a negotiated resolution with that
creditor.
About Lawrence Fromelius
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015, and is represented by:
William J. Factor, Esq.
Ariane Holtschlag, Esq.
Jeffrey K. Paulsen, Esq.
FACTORLAW
105 W. Madison Street, Suite 1500
Chicago, IL 60602
Tel: (847) 2397248
Fax: (847) 574-8233
E-mail: wfactor@wfactorlaw.com
aholtschlag@wfactorlaw.com
jpaulsen@wfactorlaw.com
On July 2, 2015, L. Fromelius Investment Properties LLC
("Investment Properties") filed a petition for relief under Chapter
11 of the Bankruptcy Code under Case No. 15-22943, and on Feb. 5,
2016, Golden Marina Causeway LLC filed for relief under Chapter 11,
under Case No. 16-03587.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sale member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC. On Nov. 24,
2015, Lawrence Fromelius filed his initial plan of reorganization
and on December 1, 2016, Investment Properties filed its initial
plan of reorganization. Both of the plans have been amended to
incorporate changes requested by creditors, including the Ann Marie
Barry Trust, which has filed a claim of approximately $6 million.
Currently, the Debtors and the Ann Marie Barry Trust are
negotiating the terms of a disclosure statement to accompany the
plans and the Debtors anticipate a confirmation hearing will be
held within the next 60 days.
Golden Marina owns two parcels of real estate, located at 302 and
311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at
311 E. Greenfield consists of 47 acres and the smaller parcel at
302 E. Greenfield is approximately 1 acre.
LIBERTY ASSET: Committee Seeks to Hire DSI as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Liberty Asset
Management Corp. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Development Specialists
Inc. as its financial advisor.
The Debtor proposes to hire the firm to provide these services:
(a) trace cash receipts and disbursements to the ultimate
source or asset and advise the committee on issues
related to the tracing of cash;
(b) analyze intercompany or related party transactions of the
Debtor and non-debtor affiliates;
(c) advise and assist the committee in identifying or
reviewing any asset sales or other prepetition
transactions, preference payments, fraudulent
conveyances, and other potential causes of action that
the Debtor’s estate may hold against insiders and third
parties;
(d) advise and assist the committee in its analysis and
monitoring of the Debtor's and non-debtor affiliates'
historical, current and projected financial affairs;
(e) develop strategies to maximize recoveries from the
Debtor's assets and assist the committee with respect to
such strategies;
(f) evaluate any asset sales proposed by the Debtor;
(g) monitor the Debtor's claims management process, analyze
claims and summarize them by entity;
(h) analyze the Debtor's and non-debtor affiliates' assets
and analyze potential recoveries to creditor
constituencies under various scenarios and prepare the
associated recovery waterfall;
(i) review and provide analysis of any plan of reorganization
and disclosure statement;
(j) advise and assist the committee and its legal advisor in
reviewing and evaluating any court motions, applications,
or other pleadings filed or to be filed by the Debtor, or
any other parties-in-interest;
(k) attend committee meetings and court hearings;
(l) render such other general business consulting or
assistance as the Committee or its legal advisor may deem
necessary, consistent with the role of a financial
advisor; and
(m) perform other potential services, including: rendering
expert testimony, issuing expert reports and or preparing
litigation, valuation and forensic analyses.
The hourly rates for the professionals expected to have primary
responsibility for providing services to the committee are:
Senior Managing Directors $575 - $695
Managing Directors/Directors $320 - $460
Senior Associates/Associates $170 - $290
Bradley Sharp, senior managing director of DSI, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
DSI can be reached through:
Bradley Sharp
Wells Fargo Center
333 South Grand Avenue, Suite 4070
Los Angeles, CA 90071
Tel: 213-617-2717
Fax: 213-617-2718
Email: info@dsi.biz
The committee can be reached through its counsel:
Jeremy V. Richards, Esq.
John D. Fiero, Esq.
Gail S. Greenwood, Esq.
Victoria A. Newmark, Esq.
Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: jrichards@pszjlaw.com
jfiero@pszjlaw.com
vnewmark@pszjlaw.com
ggreenwood@pszjlaw.com
About Liberty Asset
West Covina, California-based Liberty Asset Management Corporation
filed for Chapter 11 protection (Bankr. C.D. Calif. Case No.
16-13575) on March 21, 2016. David B. Golubchik, Esq., at Leven
Neale Bender Yoo & Brill LLP, represents the Debtor in its
restructuring effort. The Debtor estimated assets at $100 million
to $500 million and debts at $50 million to $100 million. The
petition was signed by Benjamin Kirk, CEO.
LINC USA GP: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Linc USA GP 16-32689
1829 E. Winfree Road
Baytown, TX 77523
Linc Energy Finance (USA), Inc. 16-32690
Linc Energy Operations, Inc. 16-32691
Linc Energy Resources, Inc. 16-32692
Linc Gulf Coast Petroleum, Inc. 16-32693
Linc Energy Petroleum (Wyoming), Inc. 16-32694
Paen Insula Holdings, LLC 16-32695
Diasu Holdings, LLC 16-32696
Diasu Oil & Gas Company, Inc. 16-32697
Linc Alaska Resources, LLC 16-32698
Linc Energy Petroleum (Louisiana), LLC 16-32699
Type of Business: The Debtors operate an independent oil and gas
exploration and production business
Chapter 11 Petition Date: May 29, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. David R Jones
Debtors' Counsel: Jason Gary Cohen, Esq.
William A. (Trey) Wood III, Esq.
Chelsea R. Dal Corso, Esq.
BRACEWELL LLP
711 Louisiana St, Ste2300
Houston, TX 77002
Tel: 713-221-1416
Fax: 713-222-3209
Email: jason.cohen@bracewelllaw.com
Trey.Wood@bracewelllaw.com
chelsea.dalcorso@bgllp.com
Estimated Assets: $50 million to $100 million
Estimated Debts: $100 million to $500 million
The petition was signed by Michael Mapp, president.
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Premium Oilfield Services, LLC Vendor $383,108
mark.faulk@premiumofs.com
Crain Brothers, Inc. Vendor $346,367
carl@crainbrothers.com
Swat, Inc. Vendor $241,277
kdanforth@swatconstruction.com
CDM Resource Management, LLC Vendor $226,350
rex.kutzer@cdmrm.com
Tanner Services, LLC Vendor $197,881
nolan@tannerservices.com
Wood Group Production and Vendor $190,600
Consulting Services
cat.romeo@woodgroup.com
AAA Well Service LLC Vendor $190,001
edyf@isramco-jay.com
Wood Group Production Services Vendor $170,869
tommie.reasoner@woodgroup.com
Pro Field Services, Inc. Vendor $166,593
Ernst & Young LLP Accounting $163,483
steven.noteboom@ey.com Services
Warrior Energy Services Corp. Vendor $158,373
tevans@bwwc.com
New Tech Global Ventures LLC Vendor $122,384
ibuechner@ntglobal.com
Golder Associates Inc. Vendor $105,370
susan_wilson@golder.com
Ard Well Service, LLC Vendor $92,483
ardwellservice@yahoo.com
Crowell & Morring LLP Legal Fees $89,169
jtipton@crowell.com
Premiere Inc. Vendor $81,676
butchabshire@premiereinc.com
Natural Gas Compression Systems, Vendor $81,045
Inc.
bcoaster@ngcsi.com
Peninsula Marine Inc. Vendor $80,336
wayne@peninsulamarine.com
Universal Wellhead Services, LLC Vendor $76,363
andyheater@universalwellhead.com
Smart Oilfield Services Inc. Vendor $68,814
Francis Drilling Fluids Ltd Vendor $65,743
Knight Oil Tools, Inc. Vendor $61,477
Travis/Peterson Environmental Vendor $61,040
Consulting, Inc.
mtravis@tpeci.com
Superior Slickline Services Vendor $60,744
ralaniz@bwwc.com
Cardinal Coil Tubing Vendor $58,453
nmiller@cardinalsvc.com
Trend Services Vendor $52,286
mhardy@tcinc.cc
Leggette Brashears & Graham, Inc. Vendor $50,230
PCS Ferguson, Inc. Vendor $49,679
linda.maguire@doverals.com
Shivers Enterprises, Inc. Vendor $48,202
robinw@sivers-enterprises.com
Drill Labs Corporation Vendor $41,883
gailbyrd@drilllabs.com
M SPACE: De Minimis Asset Sale Procedures Approved
--------------------------------------------------
Judge Joel T. Marker on May 26, 2016, approved M Space Holdings,
LLC's proposed procedures for selling de minimis assets.
The Debtor is authorized to consummate any sales of real and
personal property outside of the ordinary course of business
subject to an aggregate purchase price cap for such sales of
$1,000,000 (the "De Minimis Assets"), and subject to (a) any
requisite consents required and (b) the sale notice procedures, as
applicable, but without further notice or further Court approval.
Individual sales of De Minimis Assets with gross sales prices of
less than $250,000 are approved subject to the notice procedures,
which include:
(a) The Debtor will give notice of each proposed sale (the "Sale
Notice"), to (i) members of and any counsel to any Committee
appointed in this case, and until an Official Committee of
Unsecured Creditors is appointed in the case, to the 20 largest
unsecured creditors as shown on Official Form 204 filed in this
case; (ii) counsel to PNC and HSBC; (iii) the US Trustee's office,
(iv) any other known holder of a lien, claim or encumbrance against
the specific property to be sold; and (v) the proposed purchaser
(the "Proposed Purchaser") (collectively, the "Sale Notice
Parties").
(b) The Sale Notice Parties will have until 4:00 p.m.
(prevailing Mountain Time) on the fifth business day following the
service of the Sale Notice (the "Objection Deadline") to object to
the Proposed Sale.
(c) If (i) no Objection is properly filed and served by the
Objection Deadline, and (ii) the Debtor has obtained the consent of
the Secured Parties and any party asserting a lien in the property
to be sold, the Debtor will be authorized, without further notice
and without further Court approval, to consummate the sale of the
De Minimis Assets in accordance with the terms and conditions of
the underlying contract or contracts.
A copy of the Order signed May 26, 2016, is available at:
http://bankrupt.com/misc/M_Space_48_DM_Sale_Ord.pdf
About M Space Holdings
M Space Holdings, LLC, is a provider of turnkey complex modular
space solutions. The Debtor sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016. The
petition was signed by Jeffrey Deutschendorf, chief executive
officer and president.
The case is assigned to Judge Joel T. Marker. The Debtor's asset
Liquidator is Gordon Brothers Commercial & Industrial, LLC.
The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million.
MACON CHARTER: Taps Callins Law as Bankruptcy Counsel
-----------------------------------------------------
Macon Charter Academy, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ The
Callins Law Firm, LLC, to represent the Debtor in its Chapter 11
proceedings.
The Firm will assist the Debtor on other matters involving its
case. The Firm will be paid $175 per hour for its services.
Joel A. J. Callins, Esq., a member at the Firm, assures the Court
that the Firm has no interest adverse to the estate and that it is
a disinterested party as defined in 11 U.S.C. 101(14).
Headquartered in Macon, Georgia, Macon Charter Academy Inc. filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No.
16-50902) on May 3, 2016, estimating its assets at between $100,000
and $500,000 and liabilities at between $1 million and $10 million.
The petition was signed by Edward Grant Jr., chairman.
Judge James P. Smith presides over the case.
Joel A.J. Callins, Esq., at The Callins Law Firm, LLC, serves as
the Debtor's bankruptcy counsel.
MARION AVENUE: Wants Plan Filing Deadline Moved to July 27
----------------------------------------------------------
Marion Avenue Management LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the Debtor's exclusive
periods to file a plan of reorganization and solicit acceptances of
the plan for 60 days to July 27, 2016, and Sept. 26, 2017,
respectively, from May 27, 2016, and July 27, 2016, respectively.
The Debtor anticipates that a plan will be filed well before the
proposed extension expires. While the Debtor believes that it is
unlikely that any other entity will seek to file a plan,
maintaining an orderly process is necessary, and the Debtor is
concerned that the case could become unsettled without an extension
of both exclusive periods.
The Debtor assures the Court that its bankruptcy case is
progressing steadily, with all of the administrative matters
resolved and the issue of remand settled. The Debtor intends to
move forward on both fronts, and submits that an extension of
exclusivity is warranted under the specific circumstances of this
case.
Headquartered in New York, Marion Avenue Management LLC owns
certain commercial real property located at 314-326 East 194th
Street, Bronx, New York, with seven commercial tenants. It filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
16-10213) on Jan. 29, 2016, listing $2.01 million in total assets
and $554,169 in total liabilities. The petition was signed by Sion
Sohayegh, manager.
Judge James L. Garrity, Jr., presides over the case.
Ted Donovan, Jr., Esq., and Kevin J. Nash, Esq., at Goldberg Weprin
Finkel Goldstein LLP serve as the Debtor's bankruptcy counsel.
MEDIASHIFT INC: Wants Exclusive Plan Filing Extended to Sept. 26
----------------------------------------------------------------
MediaShift, Inc., and Ad-Vantage Networks, Inc., ask the U.S.
Bankruptcy Court for the Central District of California to extend
the exclusivity period for the Debtors to file a plan (or plans) of
reorganization for 120 days through and including Sept. 26, 2016,
from May 27, 2016; and the exclusivity period for the Debtors to
obtain acceptance of a plan by 120 days through and including Nov.
23, 2016, from July 26, 2016.
The Debtors believe that good cause exists to extend the
exclusivity periods because, as noted in other papers filed with
the Court, the Debtors closed a sale of substantially all of their
assets effective as of Feb. 12, 2016. After the close of the sale,
the Debtors' assets primarily consist of retained litigation
claims. Unless there is a recovery on the claims, there likely
will not be sufficient funds to make distributions on allowed
priority and general unsecured claims. The Official Committee of
Unsecured Creditors is investigating alleged potential litigation
claims against the Debtors' current and former officers and
directors that may be covered by the Debtors' directors and
officers insurance policy. In furtherance of its investigation of
the Alleged D&O Claims, the Committee has obtained a number of
orders granting motions and approving stipulations for Rule 2004
document productions and examinations. Some of those document
productions and examinations have taken place, and others are
scheduled to continue through July 2016.
The Debtors advised the Committee that, unless the Committee
determines, after its investigation, that there are viable
litigation claims to pursue, including Alleged D&O Claims, with
those claims potentially being assigned to the Committee to be
pursued by counsel selected by the Committee on a contingency fee
basis so that there is no risk of loss to the estates, the Debtors,
on advice of counsel, intended to proceed with a motion for
structured dismissal of the cases. If on the other hand, the
Committee determines, after its investigation, that it believes
there are viable litigation claims to pursue, the Debtors will
likely seek to proceed with a liquidating plan, which may be
proposed jointly by the Debtors and the Committee.
Given the current lack of funds available to make any distributions
on allowed priority and general unsecured claims, and the ongoing
investigation by the Committee regarding litigation claims that
could be used to fund payments and a plan or plans providing for
payments, and the uncertainty as to whether the Debtors will
proceed with a plan or plans or a motion for a structured dismissal
of the cases, it would be wasteful at this juncture for the estates
to expend fees and expenses to prepare, file, and serve a
disclosure statement and plan.
Upon the completion of the Committee's investigation of litigation
claims, including the Alleged D&O claims, the proceeds of which
would be the only means to fund payments on allowed priority or
general unsecured claims under a plan or plans, the Debtors will
consult with the Committee regarding the viability and value of the
claims and the means of pursuing any viable claims. At that
juncture, the Debtors will know whether they will proceed with a
motion for a structured dismissal of the cases or a liquidating
plan or plans. In addition to allowing time for that to occur,
extending the exclusivity periods will allow time for the
administrative claims bar date to pass. The Court entered an order
granting the Debtors' motion to set an administrative claims bar
date and set June 24, 2016, as the administrative claims bar date.
The Debtors (and the Committee to the extent it is a joint
proponent on any plan or plans) would need to know the extent of
administrative claims in order to formulate a more accurate plan in
the event that is the means of the Debtors exiting their cases.
The Debtors have been paying agreed post-petition obligations, as
may have been modified by stipulations and orders of the Court.
The Debtors have certain post-petition obligations that are
disputed. The obligations will be paid pursuant to any orders of
the Court resolving motions and approving stipulations pertaining
to such obligations. The Debtors are current on their quarterly
fee obligations to the OUST.
About MediaShift, Inc.
MediaShift, Inc., is a digital advertising technology company. The
company, through its subsidiaries offers operators of private
internet networks to monetize their audiences through distributed
ad technology platforms and across multiple devices.
MediaShift, Inc., and Ad-Vantage Networks, Inc., filed Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-25024) on
Sept. 30, 2015. Rick Baran, the president, signed the petitions.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors have engaged Levene, Neale, Bender, Yoo & Brill L.L.P,
as counsel; Houlihan Lokey Capital, Inc. as financial advisor and
investment banker.
Judge Sandra R. Klein is assigned to the cases.
The Office of the U.S. Trustee appointed four creditors to the
official committee of unsecured creditors. Danning, Gill, Diamond
& Kollitz, LLP, represents the committee.
MELENDEZ ENTERPRISES: Taps Miranda & Maldonado as Bankr. Counsel
----------------------------------------------------------------
Melendez Enterprises, LLC, dba Premium Carriers asks for
authorization from the U.S. Bankruptcy Court for the Western
District of Texas to employ Miranda & Maldonado, P.C., as
bankruptcy counsel.
Miranda will:
a) give the Debtor legal advice with respect to its powers
and duties as debtor-in-possession and the continued
operation of its business and management of its
properties;
b) review prepetition executory contracts and unexpired
leases entered into by the Debtor and to determine which
contracts or contracts should be rejected;
c) prepare on behalf of the Debtor necessary applications,
answers, ballots, judgments, motions, notices,
objections, orders, reports and any other legal
instrument necessary;
d) assist the Debtor in the preparation of a Disclosure
Statement and the negotiation of a Plan of Reorganization
with the creditors in its case, and any amendments; and
e) perform all other legal services for the Debtor, as
debtor-in-possession which may become necessary to
effectuate a successful reorganization of the Bankruptcy
Estate.
Miranda will be paid at these hourly rates:
Carlos A. Miranda III, Esq. $300
Gabe Perez, Esq. $200
Legal Assistant & Law Clerks $75-$125
Miranda did receive the total prepetition retainer in the amount of
$10,000. Of this amount, $1,717 was applied to the Chapter 11
filing fee as well as certain funds that were applied to the
prepetition legal services performed by the firm. As of May 23,
2016, the remaining amounts in trust are $5,183.
Carlos A. Miranda, Esq., an attorney at Miranda, assures the Court
that the firm represents interest adverse to the Debtor or its
estate in the matters upon which the firm is to be engaged.
Headquartered in El Paso, Texas, Melendez Enterprises, LLC, dba
Premium Carriers, filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 16-30612) on April 20, 2016, estimating
its assets between $1 million and $10 million and its liabilities
at between $500,000 and $1 million. The petition was signed by
Ruben Melendez, Jr., manager.
Judge Christopher H. Mott presides over the case.
Carlos A. Miranda, III, Esq., at Miranda & Maldonado, P.C., serves
as the Debtor's bankruptcy counsel.
MENDOCINO COAST: S&P Withdraws 'CCC' Rating on GO Bonds
-------------------------------------------------------
S&P Global Ratings withdrew its 'CCC' long-term rating and
underlying rating (SPUR) on Mendocino Coast Health District,
Calif.'s general obligation bonds at the issuer's request. S&P did
not obtain timely information of satisfactory quality with which to
update the rating prior to withdrawal.
METROGATE LLC: Involuntary Ch. 11 Petition Dismissed
----------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware granted Metrogate LLC's motion to dismiss the
involuntary Chapter 11 petition.
On December 22, 2015, by and through their collateral manager or
attorney-in-fact, TP Management LLC, four funds filed the
involuntary petition for relief under Chapter 11 of the United
States Bankruptcy Code against the alleged debtor, Metrogate LLC
f/ka Advance Realty Group, LLC (ARG). On January 13, 2016,
Metrogate filed the Motion to Dismiss Involuntary Petition and
Request for Award of Damages, Fees, and Costs for Bad Faith Filing,
asserting that the petition for relief cannot be granted because
the petitioning creditors do not meet the numerosity requirements
of 11 U.S.C. section 303 and that there is a bona fide dispute as
to the liability of or amount with regard to the petitioning
creditors' claims. Metrogate also asserted that the involuntary
petition was filed as a bad faith litigation tactic soon after the
petitioning creditors were denied leave to amend much of their 2013
complaint in a pending action in New York State Court, which
resulted in the rejection of several of their claims, and have come
to bankruptcy court as an exercise in forum shopping. On January
20, 2016, the petitioning creditors filed combined motions for
summary judgment on the December 22, 2015 involuntary petition and
Metrogate's January motion to dismiss.
Judge Carey granted Metrogate's motion to dismiss and denied the
petitioning creditors' motions for summary judgment as moot.
A full-text copy of Judge Carey's May 26, 2016 order is available
at http://bankrupt.com/misc/METROGATE840526.pdf
The involuntary Chapter 11 case is captioned In re: METROGATE, LLC
f/k/a ADVANCE REALTY GROUP, LLC, Alleged Debtor, Case No. 15-12593
(KJC) (Bankr. D. Del.).
MID-STATES SUPPLY: Wants Exclusive Plan Filing Extended to Sept. 6
------------------------------------------------------------------
Mid-States Supply Company Inc. asks the U.S. Bankruptcy Court for
the Western District of Missouri to extend the exclusive period for
the Debtor to file a plan of reorganization by an additional 92
days, until Sept. 6, 2016, the exclusive period for the Debtor to
solicit acceptances of the plan by an additional 91 days, until
Nov. 4, 2016.
The Debtor contemplates filing a joint plan with the Official
Committee of Unsecured Creditors, and believes it will be in a
position to do so well before Sept. 6, 2016.
The Debtor says that it is seeking the extensions to permit the
Debtor the opportunity to work with the Committee to propose a
viable Plan and submit a comprehensive Disclosure Statement.
On April 15, 2016, substantially all of Debtor's assets were sold
pursuant to a court order (a) approving asset purchase agreement
and authorizing the sale of substantially all of Debtor's assets
outside the ordinary course of business; (b) authorizing the sale
of assets free and clear of all liens, claims, rights, encumbrances
and other interests Pursuant to Bankruptcy Code Sections 105,
363(b), 363(f) and 363(m); and (c) authorizing the assumption,
assignment, and sale of certain executory contracts and unexpired
leases pursuant to Bankruptcy Code Sections 363 and 365. Pursuant
to the Sale Order, certain funds were set aside from the cash
proceeds of the sale for the payment of administrative expenses or
general unsecured creditors of Debtor's Chapter 11 bankruptcy
estate, certain wind-down expenses of the estate, and similar the
expenses and fees.
About Mid-States Supply Company
Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016. The petition was signed by Stuart Noyes
as chief restructuring officer.
The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million. The Debtor has engaged Spencer Fane
LLP as counsel, Winter Harbor LLC as financial advisor, SSG
Advisors, LLC and Frontier Investment Banc Corporation as
investment bankers, Tarsus CFO Services, LLC as chief financial
officer services provider and Epiq Bankruptcy Solutions, LLC as
claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the case and is represented by Marcus A. Helt, Esq., and Michael
S. Haynes, Esq., at Gardere Wynne Sewell LLP.
MOUNTAIN PROVINCE: Files Amended Form 6-K Report with SEC
---------------------------------------------------------
Mountain Province Diamonds Inc. filed with the Securities and
Exchange Commission an amended Form 6-K/A to refile Exhibit 4.15,
in response to comments from the SEC on the Company's request for
confidential treatment. Concurrently with the Form 6-K/A, the
Company filed an amended confidential treatment request with the
SEC.
A full-text copy of the Facility Agreement dated April 2, 2015,
between the Company and certain lenders is available for free at:
https://is.gd/BiiGC5
About Mountain Province Diamonds
Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada. The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.
Mountain Province reported a net loss of C$43.16 million for the
year ended Dec. 31, 2015, compared to a net loss of C$4.39 million
for the year ended Dec. 31, 2014.
KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's ability to continue
operations is dependent upon its ability to obtain sufficient
financing to fund its operations and development costs.
MUSCLEPHARM CORP: More Than $45M in Future Commitments Trimmed
--------------------------------------------------------------
MusclePharm Corporation announced a reduction of more than $45
million in future commitments to date as part the Company's ongoing
restructuring program.
The Company has exited a number of sponsorship and endorsement
agreements resulting in an overall reduction of approximately $39.5
million in future contractual commitments and an additional $6
million of annualized headcount reduction. In the most recent
reduction, the Company entered into an amicable Settlement
Agreement with ETW Corp. which places MusclePharm in a stronger
financial position going forward.
Since the original restructuring announcement on Aug. 25, 2015,
MusclePharm's restructuring program has resulted in the following:
* Endorsement and sponsorship contract settlements and
terminations creating $5.2 million savings for 2016 and $39.5
million of total contractual savings ($22.5 million disclosed
in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2016);
* Completion of the sale of the Company's wholly-owned
subsidiary, BioZone Laboratories, Inc., for $8.3 million at
closing (with a potential additional $1.5 million payment if
certain financial targets are met);
* An agreement with Prestige Capital Corporation that enables
the Company to use its receivables to finance up to a total
of $10 million.
"I am encouraged to see that our continuing restructuring program
is producing real cost savings that are having an impact on the
Company's bottom line," said Ryan Drexler, interim chief executive
officer, interim president and chairman of the Board of Directors.
"As I previously announced, we still haven't completely turned the
corner, but we are making significant progress in stabilizing the
company and positioning for future growth and value creation."
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.
As of March 31, 2016, MusclePharm had $61.2 million in total
assets, $73.1 million in total liabilities and a total
stockholders' deficit of $11.9 million.
NATIONAL UNITY: A.M. Best Lowers Fin. Strength Rating to B-(fair)
-----------------------------------------------------------------
A.M. Best has downgraded the financial strength rating to B- (Fair)
from B+ (Good) and the issuer credit rating to bb- from bbb- for
National Unity Insurance Company (National Unity) (San Antonio,
TX). The outlook for each rating remains negative. Concurrently,
A.M. Best has withdrawn the ratings following the company’s
request to no longer participate in A.M. Best's interactive rating
process.
The downgrade stems from the continued unfavorable results in the
Company's domestic non-standard auto book of business, which has
resulted in lower overall risk-adjusted capitalization and
significant adverse reserve development. The deterioration of
results began in 2014, and further worsened in 2015. Large pre-tax
operating losses have led to a material decline in risk-adjusted
capitalization. In response, management has terminated several
managing general agents to rapidly reduce premium levels in 2015.
However, inadequate pricing, poor claims handling and inadequate
reserving have resulted in worse than projected financials.
The continuation of the negative outlook reflects A.M. Best's
opinion that adverse operating results will continue and may
further deteriorate risk-adjusted capitalization.
Prior to the National Unity's entrance into the domestic
non-standard auto book of business, the company accomplished
profitable results through a niche product of cross border
business. That product continues to produce favorable results,
although it is overshadowed by losses in the domestic non-standard
auto business. The decline in policyholders' surplus has increased
underwriting leverage ratios to distressed levels.
NC MUTUAL: A.M. Best Lowers Fin. Strength Rating to 'C++'
---------------------------------------------------------
A.M. Best has downgraded the financial strength rating to C++
(Marginal) from B (Fair) and the issuer credit rating to b+ from
bb+ of North Carolina Mutual Life Insurance Company (NC Mutual)
(Durham, NC). The outlook for each rating is stable.
The rating actions reflect NC Mutual's significant decline in
absolute capital for 2015 at $9.2 million, compared with $17.9
million for 2014, and risk-adjusted capitalization at approximately
388% for 2015, compared with 674% in 2014. Historically, the
company’s risk-adjusted capitalization has been volatile. The
decline in capital is primarily due to its operating loss of $4.3
million for 2015, due to unfavorable mortality results relating to
its group insurance line of business, in addition to one-time
expenses for severance relating to a change in management and
retiring senior officers.
Partially offsetting these negative rating factors are NC
Mutual’s continued focus on its new business model, a number of
fee-based initiatives and a reduction in operating expenses, which
are expected to add to its reported income in future periods.
Additionally, the company is actively working on expanding its top
line revenue from general agency fees on several products,
including property and casualty products. Another positive factor
is that the company has implemented new technology for its
administrative process and plans to use this new application to
generate administrative service revenue.
Additional negative rating actions could occur should there be a
continued deterioration in NC Mutual's operating results or
risk-adjusted capitalization. While near-to-medium term
improvements in the company’s current rating level are not
likely, A.M. Best's expects the company to improve its
risk-adjusted capitalization and operating results, demonstrate
positive trends over the next two to three years, and create a
sustainable business model.
NEW SPIRIT OF PRAYER: Court Confirms 1st Amended Ch. 11 Plan
------------------------------------------------------------
In the case captioned In re NEW SPIRIT OF PRAYER MINISTRIES, INC.,
Debtor, Case No. 13-42233-mxm-11 (Bankr. N.D. Tex.), Judge Mark X.
Mullin of the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, found that the First
Amended Plan of Reorganization filed by New Spirit of Prayer
Ministries, Inc. and the chapter 11 trustee for the debtor, Shawn
K. Brown, complied with all appplicable provisions of the
Bankruptcy Code, as required by section 1129(a)(1) of the
Bankruptcy Code, including sections 1122, 1123 and 1125 of the
Bankruptcy Code.
The Findings and Conclusions was issued to supplement the
Confirmation Order.
A full-text copy of Judge Mullin's May 18, 2016 findings of fact
and conclusions of law is available at https://is.gd/cpRiHV from
Leagle.com.
New Spirit of Prayer Ministries, Inc. is represented by:
John E. Leslie, Esq.
JOHN LESLIE PLLC
1216 Florida Dr #140
Arlington, TX 76015
Tel: (817)505-1291
PACIFIC WEBWORKS: 51% Ownership in Asher Sold for $20,000
---------------------------------------------------------
Judge William T. Thurman on May 26, 2016, entered an order
approving the sale of Pacific Webworks, Inc.'s wholly owned
subsidiary, Headlamp Ventures, LLC, of its 51% ownership interest
in Asher, LLC for the purchase price of $20,000.
About Pacific WebWorks
Pacific WebWorks, Inc., previously known as Asphalt Associates, was
an application service provider and software development company.
Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case
No. 16-21223) on Feb. 23, 2016 to pursue an orderly liquidation of
its assets. It estimated assets and debt of $1 million to $10
million.
The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel.
The Debtor also engaged Rocky Mountain Advisory as an independent
contractor to provide management services, and appointed Gil Miller
as chief restructuring officer.
PEACHTREE CASUALTY: A.M. Best Lowers Fin. Strength Rating to 'C-'
-----------------------------------------------------------------
A.M. Best has downgraded the financial strength rating (FSR) to C-
(Weak) from C (Weak) and the issuer credit rating (ICR) to ccc-
from ccc of Peachtree Casualty Insurance Company (Peachtree)
(Longwood, FL). The outlook for the FSR has been revised to stable
from negative, while the outlook for the ICR remains negative.
Concurrently, A.M. Best has withdrawn the ratings in response to
the company's request to no longer participate in A.M. Best’s
interactive rating process.
The ratings downgrade is the result of the reduction in Peachtree's
risk-adjusted capitalization following recent volatility in its
underwriting performance. Significant underwriting losses in 2015
contributed to the sharp decline in Peachtree’s policyholders'
surplus, which resulted in elevated underwriting leverage measures
and a material weakening of its risk-adjusted capitalization. The
operating losses were driven by adverse loss experience in Texas
and Georgia, as well as increased claims overhead and underwriting
expenses. Furthermore, Peachtree recently received a capital
infusion from its parent company in the form of a surplus note,
which tempered the impact that the unfavorable results had on
policyholders’ surplus.
The negative outlooks reflect the potential for continued operating
losses and the uncertainty that management's strategies and
initiatives will return the company to operating profitability over
the intermediate term.
PEARSON BROTHERS: Ch. 7 Trustee's Final Report Approved
-------------------------------------------------------
In the case captioned In Re PEARSON BROTHERS CONSTRUCTION, INC.,
Chapter 7, Debtor, Case No. 15-90458 (Bankr. C.D. Ill.), Judge Mary
P. Gorman of the United States Bankruptcy Court for the Central
District of Illinois approved the Chapter 7 Trustee's Final Report
and Application for Compensation.
The approval was granted over the joint objection of the Central
Illinois Carpenters Health and Welfare Trust Fund, the Carpenters
Pension Fund of Illinois, and the Carpenters Retirement Savings
Fund of Illinois to the Trustee's requested compensation.
A full-text copy of Judge Gorman's May 17, 2016 opinion is
available at https://is.gd/HFzA0S from Leagle.com.
Pearson Brothers Construction, Inc. is represented by:
Jared Lee Trigg, Esq.
ACTON & SNYDER, LLP
11 E. North Street
Danville, IL 61832
Tel: (217)442-0350
Fax: (217)442-0335
Email: jared.trigg@acton-snyder.com
PENN VIRGINIA: 341 Meeting of Creditors Set for June 15
-------------------------------------------------------
The meeting of creditors of Penn Virginia Corporation and its
debtor-affiliates, is set to be held on June 15, 2016, at 2:00
p.m., according to a filing with the U.S. Bankruptcy Court for the
Eastern District of Virginia Delaware.
The meeting will be held at:
The Office of the U.S. Trustee
701 E. Broad Street, Suite 4300
Richmond, VA 23219
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Penn Virginia Corporation
Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company engaged in the exploration,
development and production of oil, NGLs and natural gas in various
domestic onshore regions of the United States, with a primary
focus in the Eagle Ford Shale in South Texas.
Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.
The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor,
KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as
notice, claims and balloting agent. PJT Partners is acting as
financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting
as legal advisor to the ad hoc committee of noteholders. Opportune
LLP is acting as financial advisor and Bracewell LLP is acting as
legal advisor to Wells Fargo (as agent) and the RBL lenders.
Judge Keith L. Phillips has been assigned the cases.
PENN VIRGINIA: Hires Epiq Bankruptcy as Administrative Advisor
--------------------------------------------------------------
Penn Virginia Corporation, et al., seek permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Epiq Bankruptcy Solutions, LLC, as administrative advisor,
effective nunc pro tunc to the Petition Date.
Epiq will provide these services:
a. assisting with, among other things, solicitation,
balloting, tabulation, and calculation of votes, as well
as preparing any appropriate reports, as required in
furtherance of confirmation of plan(s) of reorganization;
b. generating an official ballot certification and
testifying, if necessary, in support of the ballot
tabulation results;
c. generating, providing, and assisting with claims
objections, exhibits, claims reconciliation, and related
matters;
d. providing assistance with preparation of the Debtors'
schedules of assets and liabilities and statements of
financial affairs;
e. providing a confidential data room;
f. managing any distributions pursuant to a confirmed plan
of reorganization;
g. assisting with the administration and subscription of the
Rights Offering; and
h. providing other claims processing, noticing,
solicitation, balloting, and administrative services
described in the services agreement, but not included in
the Section 156(c) application, as may be requested from
time to time by the Debtors.
Epiq will be paid these hourly rates:
Clerical/Administrative Support $25-$45
Case Manager $50-$80
IT/Programming $65-$100
Senior Case Manager/Director
of Case Management $75-$150
Consultant/Senior Consultant $145-$185
Director/Vice President Consulting $190
Executive Vice President - Solicitation $200
Executive Vice President - Consulting $200
James Katchadurian, Executive Vice President with Epiq, assures the
Court that is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.
Epiq represents, among other things, that:
a. It will not consider itself employed by the U.S.
government and will not seek any compensation from the
U.S. government in its capacity as the Administrative
Advisor;
b. By accepting employment in these cases, Epiq waives any
right to receive compensation from the U.S. government;
c. In its capacity as the Administrative Advisor, Epiq will
not be an agent of the U.S. and will not act on behalf
of the U.S.; and
d. Epiq will not employ any past or present employees of the
Debtors in connection with its work as the Administrative
Advisor.
Prior to the Petition Date, the Debtors provided Epiq a retainer in
the amount of $25,000. Epiq seeks to first apply the retainer to
all pre-petition invoices, which retainer will be replenished to
the original retainer amount, and thereafter Epiq may hold such
retainer under the services agreement during these Chapter 11 cases
as security for the payment of fees and expenses incurred under the
Services Agreement.
Epiq intends to apply to the Court for allowance of compensation
and reimbursement of out-of-pocket expenses incurred after the
Petition Date in connection with the services it provides, pursuant
to this application, as the Administrative Advisor in these Chapter
11 cases, subject to Court approval and in accordance with the
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,
the Local Bankruptcy Rules, the guidelines established by the U.S.
Trustee for the Eastern District of Virginia, and further orders of
the Court.
Epiq can be reached at:
Epiq Bankruptcy Solutions, LLC
Pamela Corrie
777 Third Avenue, Third Floor
New York, New York 10017
About Penn Virginia Corporation
Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company engaged in the exploration,
development and production of oil, NGLs and natural gas in various
domestic onshore regions of the United States, with a primary
focus in the Eagle Ford Shale in South Texas.
Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.
The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor, KPMG
LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice,
claims and balloting agent. PJT Partners is acting as financial
advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal
advisor to the ad hoc committee of noteholders. Opportune LLP is
acting as financial advisor and Bracewell LLP is acting as legal
advisor to Wells Fargo (as agent) and the RBL lenders.
Judge Keith L. Phillips has been assigned the cases.
PENN VIRGINIA: Hires KPMG LLP as Auditor
----------------------------------------
Penn Virginia Corporation, et al., ask for authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
employ KPMG LLP as their auditor, effective nunc pro tunc to May
12, 2016.
KPMG will:
a. an audit of the Debtors consolidated financial statements
and an audit of internal controls of financial reporting;
b. a review of the Debtors' consolidated balance sheets and
related condensed consolidated statements of operations,
comprehensive income, and cash flows for the quarterly
and year-to-date periods;
c. if requested and agreed, debt covenant compliance
reports;
d. if requested and agreed, preparation and issuance of
comfort letters; and
e. if requested and agreed, services rendered in connection
with the issuance of consent for registration statements
filed with the Securities and Exchange Commission.
In addition to the foregoing, KPMG will provide such other
consulting, advice, research, planning, and analysis regarding
audit services as may be necessary, desirable or requested from
time to time.
KPMG will be paid at these hourly rates:
Partners/Principals $555–$795
Managing Directors $570–$715
Senior Managers $455–$670
Directors $525-$555
Managers $390-$620
Senior Associates $325-$460
Associates $210-$280
The Debtors intend that KPMG's services will complement, and not
duplicate, the services to be rendered by any other professional
retained by the Debtors in these Chapter 11 cases. KPMG will
cooperate with reasonably clear instructions of the Debtors in
avoiding duplication of services.
The Debtors understand that it is not the general practice of audit
firms to keep detailed time records similar to those customarily
kept by attorneys retained on behalf of Chapter 11 debtors.
Accordingly, the Debtors respectfully request that KPMG not be
required to file time records in accordance with Bankruptcy Rule
2016(a), the fee guidelines established by the Office of the U.S.
Trustee for the Eastern District of Virginia, and any other
applicable orders or procedures of the Court. KPMG will maintain
records of its services rendered for the Debtors in one-half hour
increments, including reasonably detailed descriptions of those
services and the individuals who provided those services, and will
present records to the Court in its interim and final fee
applications.
Joel A. Smith, a partner of KPMG, assures the Court that the firm
doesn't hold nor represent an interest adverse to the Debtors'
estates that would impair KPMG's ability to objectively perform
professional services for the Debtors, in accordance with Section
327 of the Bankruptcy Code. Mr. Smith tells the court that KPMG is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b)
of the Bankruptcy Code.
KPMG intends to file interim and final fee applications for the
allowance of compensation for services rendered and reimbursement
of expenses incurred in accordance with applicable provisions of
the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
Rules, the U.S. Trustee Fee Guidelines, and further orders of the
Court. The applications will include time records setting forth,
in a summary format, a description of the services rendered by each
professional and the amount of time spent on each date by each
individual in rendering services on behalf of the Debtors. Because
KPMG does not ordinarily maintain contemporaneous time records in
one-tenth hour increments, KPMG will file time records in half-hour
increments. KPMG also will maintain detailed records of any actual
and necessary costs and expenses incurred in connection with the
services discussed above. KPMG's applications for compensation and
expenses will be paid by the Debtors pursuant to the terms of the
engagement letter, in accordance with Local Bankruptcy Rule 2016-1
and any procedures established by the Court.
KPMG can be reached at:
Joel A. Smith
KPMG LLP
811 Main Street
Houston, TX 77002
Tel: (713) 319-2000
Fax: (713) 319-2041
Website: www.us.kpmg.com
About Penn Virginia Corporation
Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company engaged in the exploration,
development and production of oil, NGLs and natural gas in various
domestic onshore regions of the United States, with a primary
focus in the Eagle Ford Shale in South Texas.
Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.
The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor,
KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as
notice, claims and balloting agent. PJT Partners is acting as
financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting
as legal advisor to the ad hoc committee of noteholders. Opportune
LLP is acting as financial advisor and Bracewell LLP is acting as
legal advisor to Wells Fargo (as agent) and the RBL lenders.
Judge Keith L. Phillips has been assigned the cases.
PENN VIRGINIA: Taps Jefferies LLC as Investment Banker
------------------------------------------------------
Penn Virginia Corporation, et al., seek permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Jefferies LLC as their investment banker, nunc pro tunc to the
Petition Date.
Jefferies will provide these services:
(a) providing financial advice and assistance in connection
with any M&A Transaction or Restructuring including
the transaction set forth in the restructuring support
agreement;
(b) advising the Debtors on the current state of the
"restructuring market";
(c) assisting and advising the Debtors on developing a
general strategy for accomplishing a restructuring;
(d) assisting the Debtors in accomplishing a restructuring;
(e) assisting and advising the Debtors in evaluating and
analyzing a restructuring including the value of the
securities or debt instruments, if any, that may be
issued in any restructuring;
(f) assisting the Debtors with the sale and placement,
whether in one or more public or private transactions,
of common equity, preferred equity and equity-linked
securities of the Debtors;
(g) assisting the Debtors with the sale and placement of
notes, bonds, debentures, and other debt securities of
the Debtors;
(h) advising the Debtors in connection with any financing
including, without limitation, a placement of the
Debtors' securities but excluding any reserve-based bank
debt and any other type of credit facility of the
Debtors; and
(i) rendering other financial advisory services as may from
time to time be agreed upon by the Debtors and
Jefferies.
The Debtors do not believe that the services to be rendered by
Jefferies will be duplicative of the services performed by any
other professional, and the firm will work together with the other
professionals retained by the Debtors to minimize and avoid
duplication of services.
Jefferies will be paid:
(a) a monthly fee equal to $150,000 payable on the 16th day
of each month. Fifty percent of any Monthly Fees
actually paid to and retained by Jefferies in excess of
$450,000 in the aggregate will be credited once against
the payment of any Restructuring Fee payable to
Jefferies;
(b) upon the consummation of a restructuring or similar
transaction, a restructuring fee equal to $7.0 million;
and
(c) upon the closing of each financing involving the raising
of new money on account of the issuance of debt, a fee
equal to 1.5% of the aggregate principal amount of debt
including, without limitation, aggregate amounts
committed to purchase Debt or maximum amount available
under the debt. Upon the closing of each financing
involving the raising of new money on account of the
issuance of equity securities, a fee in an amount equal
to 6.0% of the aggregate gross proceeds received or to
be received from the sale of equity securities.
Richard Morgner, Managing Director and Joint Global Head of
Restructuring & Recapitalization at Jefferies, assures the Court
that neither Jefferies nor any of its employees: (a) is a creditor,
equity security holder or an insider of the Debtors; or (b) is or
was, within two years before the Petition Date, a director,
officer, or employee of any of the Debtors. In addition, none of
the Jefferies' professionals expected to assist the Debtors in
these Chapter 11 cases are related or connected to any U.S.
Bankruptcy Judge for the Eastern District of Virginia, the U.S.
Trustee, or any person employed in the office of the U.S. Trustee.
The Debtors seek to employ Jefferies pursuant to the terms and
subject to the conditions of that certain engagement letter between
Jefferies and the Debtors dated as of Jan. 16, 2016, a copy of
which is available for free at https://is.gd/4RqzVK; (b) waiving
and modifying certain of the time keeping requirements of
Bankruptcy Rule 2016(a), any guidelines of the U.S. Trustee and any
other guidelines regarding submission and approval of fee
applications; and (c) granting related relief.
Jefferies can be reached at:
Richard Morgner
Jefferies LLC
520 Madison Avenue
New York, NY 10022-4213
Tel: (212) 284-1746
E-mail: rmorgner@jefferies.com
About Penn Virginia Corporation
Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company engaged in the exploration,
development and production of oil, NGLs and natural gas in various
domestic onshore regions of the United States, with a primary
focus in the Eagle Ford Shale in South Texas.
Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.
The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor,
KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as
notice, claims and balloting agent. PJT Partners is acting as
financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting
as legal advisor to the ad hoc committee of noteholders. Opportune
LLP is acting as financial advisor and Bracewell LLP is acting as
legal advisor to Wells Fargo (as agent) and the RBL lenders.
Judge Keith L. Phillips has been assigned the cases.
PHILMONT INSURANCE: A.M. Best Affirms 'B' Finc'l. Strength Rating
-----------------------------------------------------------------
A.M. Best has affirmed the financial strength rating of B (Fair)
and the issuer credit rating of bb+ of Philmont Insurance Company
(Philmont) (Burlington, VT). The outlook for each rating is
stable.
Concurrently, A.M. Best has withdrawn the ratings in response to
the Company's request to no longer participate in A.M. Best’s
interactive rating process.
The affirmation considers the company’s critical role and
favorable profile as part of the Toll Brothers, Inc. (Toll
Brothers) [NYSE: TOL] organization, as well as its strong operating
performance during the past five years, providing insurance
coverage to various projects and subsidiaries of Toll Brothers for
certain liability risks.
PICO HOLDINGS: Bloggers Calculate NPV of 2 CEO Scenarios
--------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings,
Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified
holding company reporting recurring losses since 2008. PICO owns
57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a
securities portfolio and various interests in small businesses.
PICO has $664 million in assets and $434 million in shareholder
equity. Central Square Management LLC and River Road Asset
Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.
The activist bloggers get out their financial calculators and
provide a net present value analysis of the John Hart Employment
Agreement. The bloggers consider the financial implications if Mr.
Hart remains a PICO employee or if the PICO Board takes action to
remove him.
The activist bloggers support River Road's proposal to move the
PICO headquarters from La Jolla, California to Reno, Nevada. This
proposal was first articulated in a 13-D filing by J. Justin Akin,
River Road small cap portfolio manager. The bloggers assume that if
such relocation is implemented, Mr. Hart would resign with "good
cause." Hence, now is an appropriate time to examine the numbers.
Scenario 1: NPV Relocation Proposal
"If the Three Profiteers Resign for "Good Reason" in Year 1:
Mr. Hart would receive a termination payment of $5 million, unused
vacation of about $400,000 plus other catchups and healthcare for
him and a dependent. We peg the NPV at $6 million.
Messrs. Webb and Perri would each receive 2 years of salary and one
year of healthcare for them and dependents. Combined NPV $1.5
million.
PICO would incur expenses for closing the La Jolla office and
opening the Reno office, for example, moving costs, severance
payments, new furniture, new computers, lease initiation costs, etc
. . . We estimate an NPV of $1 million.
PICO would have to hire a CEO and CFO. We assume candidates would
accept a normal base salary, benefits package and parcel of equity
compensation, which would total $1.5 million per year. We assume
PICO could be wound down in 3 years. NPV of new executives is $4
million."
The bloggers state that the negative NPV of Relocation Proposal is
$13 million.
Scenario 2: Three Profiteers Stay
"If the Three Profiteers stay the next 5 years at PICO:
The Juicer will receive a $1 million base salary for 5 years. NPV:
$3.5 million.
He will also receive $15 million in Bonus Payments for asset sales.
Given Mr. Hart's tendency to avoid shareholder value creation, we
assume these asset sales occur in Years 3, 4 and 5. NPV of the $15
million Bonus Payments: $12 million.
Mr. Hart will receive vacation and healthcare over 5 years: NPV $1
million.
At the end of 5 years, Mr. Hart can either negotiate a similar
contract for another 5 years or he can walk and receive a lump sum
of $5 million. Former PICO employees tell us that Mr. Hart doesn't
like to work, so we assume he accepts the most undeserved payment
in the history of mankind -- $5 million in Year 5: NPV of $3.5
million.
Total NPV if Mr. Hart stays: $20 million.
Messrs. Webb and Perri will receive 5 years of base salary, which
sums to $6 million, plus vacation and healthcare: NPV $4.5
million.
Assuming asset sales in years 3,4 and 5, their portion of the bonus
plan will be $5 million, with an NPV $3.5 million.
Total NPV if Messrs. Webb and Perri stay: $8 million."
The bloggers state that the negative NPV of Three Profiteers Stay
Proposal is $28 million.
The bloggers have received correspondence inquiring about PICO's
ability to use the legal system to recover funds from Mr. Hart, due
to his "criminal Hart Compensation Scheme."
The bloggesr answer, "PICO shareholders can rest assured that this
option will be adequately explored. A PICO Director is uniquely
qualified to carry out this inquiry: Howard Brownstein.
Mr. Brownstein has a J.D. from Harvard. He works in restructuring.
He has seen plenty of shady executives and shady employment
contracts. Our research indicates that Mr. Brownstein is a fine man
-- excellent in character, astute in business, owner-oriented, and
attuned to charlatans like Mr. Hart. He is the type of director
that every shareholder wants on their board."
The activists conclude, "A competent and honest management team
creates value for shareholders in ways that cannot be anticipated.
Plus, it is more fun to be an investor in an enterprise run by
competent and honest executives -- something current PICO
shareholders know nothing about."
RADNOR HOLDINGS: Ex-CEO Appeals Skadden Fees to Supreme Court
-------------------------------------------------------------
Jonathan Randles, writing for Bankruptcy Law360, reported that
Michael Kennedy, the ex-chief executive of Pennsylvania-based
Radnor Holdings Corp., filed a petition for writ of certiorari
petition with the U.S. Supreme Court on May 20. The former CEO is
taking one last shot at stopping a multimillion-dollar bankruptcy
fee awarded to Skadden Arps Slate Meagher & Flom LLP, urging the
High Court to hear an appeal he says raises issues over when
conflicts of interest should bar law firms from representing
debtors.
Mr. Kennedy has been involved in the litigation arising from
Tennenbaum Capital Partners, LLC's purchase of the Debtors' assets,
the loss of his equity interest in Debtors and the judgment
Tennenbaum obtained against Kennedy on Kennedy's personal
guarantee.
As reported by the Troubled Company Reporter in January 2016, Kurt
Orzeck at Bankruptcy Law360 reported that the Third Circuit again
refused to toss a $4 million fee awarded to Skadden for its work on
Radnor's bankruptcy.
As reported by the TCR on May 11, 2016, Bankruptcy Judge Kevin
Gross delaware dismissed with prejudice the Complaint styled
MICHAEL T. KENNEDY, MTK TRUST FBO RYAN KENNEDY, MTK TRUST FBO SEAN
M. KENNEDY, MTK TRUST FBO MICHAELA C. KENNEDY, MTK TRUST FBO CONNOR
R. KENNEDY, Plaintiffs, v. SKADDEN ARPS MEAGER & FLOM LLP; SK
PRIVATE INVESTMENT FUND 1998 LLC; RICHARD T. PRINS, ESQUIRE; GREGG
M. GALARDI, ESQUIRE; TENNENBAUM & CO. LLC; TENNENBAUM CAPITAL
PARTNERS, LLC; BABSON & CO. LLC; SPECIAL VALUE EXPANSION FUND, LLC;
SPECIAL VALUE OPPORTUNITIES FUND, LLC; MICHAEL E. TENNENBAUM;
SUZANNE S. TENNENBAUM; DAVID A. HOLLANDER; MARK K. HOLDSWORTH;
HOWARD M. LEVKOWITZ; RICHARD E. SPENCER; JOSE FELICIANO; ALVEREZ &
MARSAL, INC. and STANFORD M. SPRINGEL, Defendants,
12-51308(KG)(Bankr. D. Del.).
In the Complaint, Kennedy generally alleges that:
1. The Tennenbaum Defendants were an important Skadden client.
2. The Skadden Defendants did not disclose the relationship
with
Tennenbaum to Kennedy, Radnor's Board of Directors or the Court.
3. The Tennenbaum Defendants directed Radnor to the Skadden
Defendants.
4. The Tennenbaum Defendants and the Skadden Defendants
conspired to achieve the Tennenbaum Defendants' goals in the
bankruptcy cases.
5. The Skadden Defendants represented the Tennenbaum
Defendants'
interests in the bankruptcy cases.
6. The Skadden Defendants orchestrated a sale of Radnor's
assets
to the Tennenbaum Defendants.
7. The Skadden Defendants thwarted Kennedy's and Radnor's
efforts to reorganize Radnor.
The Court found that the allegations of the Complaint were already
adjudicated and decided. In addition, Kennedy lacks standing to
bring the claims. The Court will also impose sanctions against
Kennedy.
A full-text copy of the Memorandum Opinion dated April 22, 2016 is
available at http://is.gd/DGF2ZMfrom Leagle.com.
The bankruptcy case In re RADNOR HOLDINGS CORPORATION, et al.,
Debtors, Nos. 06-10894(KG)(Bankr. D. Del.).
Radnor Holdings Corporation, et al., Debtors in Possession,
Plaintiff, is represented by Michael T. Kennedy, Radnor Holdings
Corporation.
Skadden Arps Slate Meagher & Flom LLP, Defendant, is represented
by
Jason M. Liberi, Esq. -- jason.liberi@skadden.com -- Skadden,
Arps,
Slate, Meagher & Flom LLP, James G. McMillian, III, Esq. --
mcmillanj@pepperlaw.com -- Pepper Hamilton LLP, David B. Stratton,
Esq. -- strattond@pepperlaw.com -- Pepper Hamilton LLP.
Skadden Arps SK Private Investment Fund 1998 c/o Skadden Arps,
Defendant, is represented by Gregg M. Galardi, Esq. --
gregg.galardi@ropesgray.com -- DLA Piper LLP.
Tennenbaum Capital Partners, LLC, Defendant, is represented by
Cory
D. Kandestin, Esq. -- kandestin@rlf.com -- Richards, Layton &
Finger, P.A., Russell C. Silberglied, Esq. -- silberglied@rlf.com
-- Richards, Layton & Finger.
Alvarez and Marsel LLC, Defendant, is represented by Peter J.
Keane, Esq. -- pkeane@pszjlaw.com -- Pachulski Stang Ziehl & Jones
LLP.
SK Private Investment Fund 1998 LLC, Defendant, is represented by
Gregg M Galardi, DLA Piper LLP.
About Radnor Holdings
Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
disposable food service products in the United States, and
specialty chemicals worldwide.
Radnor and its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 06-10894) on Aug. 21, 2006. When the
Debtors filed for protection from their creditors, they disclosed
total assets of $361,454,000 and debt of $325,300,000.
Gregg M. Galardi, Esq., and Sarah E. Pierce, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Del.; and Timothy
R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Chicago,
Ill., served as the Debtors' bankruptcy counsel.
REPUBLIC AIRWAYS: Wants Dec. 31 Deadline for Exclusive Plan Filing
------------------------------------------------------------------
Republic Airways Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York to extend: (i) their
exclusive filing period through and including Dec. 31, 2016, and
(ii) their exclusive solicitation period through and including
March 1, 2017, without prejudice to Republic's right to seek
additional extensions of the periods.
A hearing on the request is set fro June 15, 2016, at 11:00 a.m.
(Eastern Time). Objections to the request must be filed by June 8,
2016, at 4:00 p.m. (Eastern Time).
Republic's initial Exclusive Filing Period and Exclusive
Solicitation Period are currently scheduled to expire on June 24,
2016, and Aug. 23, 2016, respectively.
Republic submits that ample cause exists to extend the Exclusive
Periods as, inter alia, (i) Republic's cases are large and complex,
involving nationwide businesses and many faceted legal and business
issues that require substantial time and diligence to resolve, (ii)
there has not been sufficient time for Republic to negotiate a
Chapter 11 plan, and (iii) Republic has made substantial good faith
progress toward its reorganization.
Republic submits that the requested extensions will afford the
company the full and fair opportunity contemplated by Chapter 11 to
formulate, negotiate, propose, and solicit acceptances of a Chapter
11 plan that will effectuate its reorganization and maximize value
for all economic stakeholders.
According to Republic, the initial 120- and 180-day Exclusive
Periods provided in the Bankruptcy Code provide an unrealistic time
frame for Chapter 11 cases of the size and complexity of
Republic's.
The size and complexity of, and legal issues attendant to, these
seven Chapter 11 cases warrant an extension of the Exclusive
Periods. With approximately 5,800 employees, Republic is one of
the largest regional air carriers in the U.S., offering
approximately 1,000 flights per day on 180 aircraft to 105 cities
in 38 states, Canada, the Caribbean, and the Bahamas. For the year
ended Dec. 31, 2015, on a consolidated basis, Republic had
operating revenue of $1.344 million operating expenses of $1.259
million, and a net loss of $27.117 million. In 2015, Republic
carried 21.9 million passengers an average of 479 miles.
The magnitude of the cases is even further complicated by the
difficult and complex negotiations that Republic has undertaken in
an effort to achieve modified agreements with all its Codeshare
Partners and agreements with aircraft counterparties for the early
return of, and settlement of claims with regard to, out-of-favor
aircraft -- all of which are integral to Republic's restoration of
service and its long-term operations and profitability.
During the initial twelve weeks of these Chapter 11 cases,
Republic:
-- negotiated, reached agreement on, and obtained Bankruptcy
Court approval of, a comprehensive settlement with Delta
that cemented the parties' longterm relationship and
included a modified codeshare agreement and a global
resolution of claims and pending litigation;
-- successfully defended against a requested stay of the
Delta settlement in the District Court;
-- commenced discussions with its other Codeshare Partners
with respect to modified codeshare agreements, which
discussions are ongoing and progressing;
-- engaged in a comprehensive process to solicit a
commitment for postpetition financing and ultimately
secured approval of, and closed on, DIP financing from
Delta in the amount of $75 million that will to ensure
adequate liquidity for the administration of these
Chapter 11 cases;
-- proceeded expeditiously pursuant to Section 1110(a) of
the Bankruptcy Code, filing twenty-seven 1110(a) election
notices with respect to approximately 173 aircraft, 19
spare engines, and aircraft spare parts and seeking court
approval of nine 1110(b) stipulations extending the
Section 1110 period with respect to approximately 44
aircraft and agreeing to the return of approximately 39
out-of-favor aircraft and related engines;
-- negotiated and obtained Court approval of a comprehensive
settlement agreement with an aircraft lessor for the
orderly return of the Q400 fleet;
-- filed three omnibus motions to surrender and return
aircraft equipment, including the rejection of unexpired
leases on 1 aircraft and 8 spare engines and the return
of 11 aircraft and 2 engines leases subject to mortgages;
-- completed and filed its first and second monthly
operating reports and Schedules, which required
significant extraction and deconsolidation of data from
Republic's books and records and audited financials,
including the identification of potential creditors and
analysis of their interests for proper characterization,
the review of transactions dating back two years from the
Commencement Date, and the review of substantial
documentation to identify all executory contracts and
leases, as well as guaranty and other co-debtor
obligations;
-- established procedures for the submission and resolution
of reclamation and Section 503(b)(9) claims;
-- established certain claims resolution procedures;
-- obtained Court approval of the retention of necessary
professionals, including Seabury Corporate Advisors LLC,
KPMG LLP, Deloitte & Touche LLP, Chapter 11 counsel
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP,
and ordinary course professionals;
-- responded to countless inquiries related to the status of
these cases and specific creditor inquiries, including
inquiries from critical vendors to ensure continued
relationships post-filing; and
-- established a constructive working relationship with the
Creditors Committee and its professionals.
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016, Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.
RESTAURANTS ACQUISITION: Wants Sept. 27 Plan Filing Deadline
------------------------------------------------------------
Restaurants Acquisition I, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware to extend the exclusive plan filing period
by 90 days through and including Sept. 27, 2016, and the exclusive
solicitation period by 90 days through and including Nov. 28,
2016.
A hearing on the request is set for June 21, 2016, at 2:00 p.m.
(ET). Objections must be filed by June 14, 2016, at 4:00 p.m.
The current deadline by which the Debtor must file a plan of
reorganization is June 29, 2016, and the current deadline for the
Debtor to solicit votes to accept that plan of reorganization is
Aug. 28, 2016.
Since the Petition Date, the Debtor and its professionals have
devoted considerable time and resources to critical legal and
operational matters, including but not limited to: (i) attention
to, and preparation of motions and orders addressing numerous
first-day and second-day issues regarding the Debtor's authority
and ability to pay taxes, wages, utilities, and insurance, maintain
its cash management system and honor its on-going customer
programs, and use the cash collateral of its pre-petition lenders
and other secured creditors on an interim and final basis; (ii)
preparing the Debtor's Schedules of Assets and Liabilities and its
Statement of Financial Affairs; (iii) negotiating with the Debtor's
various landlords regarding amendments to, and assumptions of, the
Debtor's numerous unexpired leases, the cure of other defaults, the
abandonment or reclamation of personal
property, and other operating issues; (iv) negotiating with the
Debtor's creditors, including its principal vendors, to address
claims and ensure post-petition supply and services; (v) attending
to the administrative requirements of this Chapter 11 case,
including the preparation of cash flow analysis, budgets, operating
reports, Court pleadings, and creditor correspondences; (vi)
establishing claims bar dates and other claims reconciliation
procedures; and (vii) developing of the Debtor's plan of
reorganization.
In addition, the Debtor and its counsel devoted significant time
and expense to addressing and responding to a motion to transfer
the venue of this Chapter 11 case filed by the Texas Comptroller of
Public Accounts and the Texas Workforce Commission. That effort
included substantial pre-trial briefing and negotiations, as well
as the deposition of the Debtor's principal W. Craig Barber.
Following a contested evidentiary hearing, the Debtor
prevailed on its objection to that motion and successfully
maintained this Chapter 11 case before the Court.
Since then, the Debtor and the Texas Comptroller have worked
together to negotiate and reach a global settlement resolving the
Debtor's Texas state tax liability, including certain audit
liability dating back to 2002 and pending litigation regarding the
Debtor's remittance of certain sales and use trust fund taxes.
That settlement represents a significant milestone in this Chapter
11 case and is essential to its reorganization. Nevertheless,
before the settlement could be approved, the Debtor was required to
respond to an objection to the settlement, which involved further
pre-trial briefing and a contested hearing. The settlement was
ultimately approved by this Court on March 4, 2016.
The Debtor has continued to worked diligently in transitioning its
finances and business operations towards a more effective and
efficient model which have allowed it to capitalize on the
strengths of its existing resources while eliminating
underperforming or unprofitable operations. The Debtor has closed
17 of its under-performing stores and has consolidated its
post-petition operations around its most profitable locations. The
Debtor also continues to negotiate with its principal vendors to
ensure continued inventory supply on favorable terms. In addition,
since the March 14, 2016 general claims bar date, the Debtor has
begun to reconcile its pre-petition claims in order to develop a
definitive picture of the scope of its pre-petition unsecured
liabilities. As the restructuring process progresses, the Debtor
will soon be in a position to submit a meaningful and feasible
reorganization plan to the Court, its creditors and
parties-in-interest. All of these substantial efforts have brought
the Debtor closer to its ultimate goal of emerging from Chapter
11.
The relative financial complexity of the Debtor's business
enterprise necessitates a correspondingly complex and
time-consuming unwinding of the Debtor's prepetition financial
and business affairs, and further amplifies the time and effort
needed to conduct a thorough analysis of assets and liabilities.
In addition, given the Debtor's current lack of
debtor-in-possession financing, the Debtor continues to explore
alternative means of structuring and financing its Plan and
ultimate exit from bankruptcy. The Debtor's accomplishments so
far, including the streamlining of its operations and the
resolution of its Texas state tax liability, have stabilized the
Debtor's prospects of securing the support necessary for a
successful reorganization. However, the Debtor requires additional
time to translate these achievements into a confirmable Plan.
About Restaurants Acquisition I
Restaurants Acquisition I, LLC, operates a chain of full-service
restaurants throughout Texas, largely located in the Dallas-Fort
Worth and Houston metropolitan area, operating under the
trade-names Black-eyed Pea and Dixie House. The company had 30
restaurant locations throughout Texas but closed 15 store locations
before the bankruptcy filing.
Restaurants Acquisition I, LLC, sought Chapter 11 protection
(Bankr. D. Del. Case No. 15-12406) on Dec. 2, 2015. The petition
was signed by Craig W. Barber, the president.
The Debtor's debt obligations consist of $2.44 million in loans
under a secured credit agreement with CNL Financial Group, Inc.,
approximately $1.42 million in loans owed to Grove Family
Investments, L.P., approximately $850,000 owed to American Express
Bank, FSB, under a business and loan security agreement and
approximately $2.17 million in trade debt. As of the Petition
Date, the Debtor estimates that it has approximately $3.92 million
of unsecured trade debt and other outstanding operating expenses.
Duane Morris LLP serves as counsel to the Debtor.
* * *
The Debtor on the Petition Date filed a motion to reject leases for
13 of the stores that it closed prepetition.
RICHARD CORPORATION: Case Summary & 5 Unsecured Creditors
---------------------------------------------------------
Debtor: The Richard Corporation
dba Moon Plumbing
dba Moon Septic
1517 SE 20th Court
Cape Coral, FL 33990
Case No.: 16-04612
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Ft. Myers)
Judge: Hon. Caryl E. Delano
Debtor's Counsel: Edward J. Peterson, III, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: (813) 229- 0144
Fax: (813) 229-1811
E-mail: epeterson@srbp.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard J. Katz, president.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb16-04612.pdf
ROBERT SPENLINHAUER: Ch. 11 Trustee's Lis Pendens Bid Granted
-------------------------------------------------------------
Judge Joan N. Feeney of the United States Bankruptcy Court for the
District of Massachusetts granted the Motion for Approval of
Memorandum of Lis Pendens filed by the Chapter 11 Trustee in the
adversary proceeding captioned LYNNE F. RILEY, Chapter 11 Trustee,
Plaintiff, v. ERIK D. JOSEPHSON, Individually and as Trustee and
Beneficiary of Winding Way Realty Trust, Defendant, Adv. P. No.
16-1064 (Bankr. D. Mass.).
A full-text copy of Judge Feeney's May 17, 2016 order is available
at https://is.gd/RAks5v from Leagle.com.
The bankruptcy case is In re ROBERT J. SPENLINHAUER, Individually
and as Trustee and Beneficiary of RJS Realty Trust, Trustee and
Beneficiary of C.C. Canal Realty Trust, Trustee and Beneficiary of
Classic Auto Realty Trust, Chapter 11, Debtor, Case No.
13-17191-JNF (Bankr. D. Mass.).
Lynne F Riley, Trustee, is represented by:
David Koha, Esq.
John T. Morrier, Esq.
CASNER & EDWARDS LLP
303 Congress Street
Boston, MA 02210
Tel: (617)426-5900
Fax: (617)426-8810
Email: koha@casneredwards.com
morrier@casneredwards.com
Robert J. Spenlinhauer is represented by:
Gary W. Cruickshank, Esq.
LAW OFFICE OF GARY W. CRUICKSHANK
21 Custom House St., Ste. 920
Boston, MA 02110-3507
Erik D Josephson, Individually and as Trustee and Beneficiary of
Winding Way Realty Trust, is represented by:
Seth Roman, Esq.
CARTER DEYOUNG
270 Winter Street
Hyannis, MA 02601
Tel: (508)771-4210
Fax: (508)790-4668
Email: sgr@wilkinsanddeyoung.com
SA INTER INVEST: Wants Sept. 11 Deadline for Solicitation Period
----------------------------------------------------------------
SA Inter Invest 1, LLC, asks the U.S. Bankruptcy Court for the
Suthern District of Florida to extend by 90 days the exclusive
periods for the Debtor to solicit acceptances of its pan of
reorganization to Sept. 11, 2016.
A Plan and Disclosure Statement were filed within the original
exclusive period, but the solicitation period expires June 13,
2016, which would not have given the Debtor sufficient time even if
the Disclosure Statement had been approved May 26, 2016.
The Debtor requires more time to negotiate with JP Morgan Chase
Bank NA for a consensual plan and disclosure.
Headquartered in Miami Beach, Florida, SA Inter Invest 1, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 15-31770) on Dec. 16, 2015, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Laurent Benzaquen, manager. Judge Jay A.
Cristol presides over the case. Joel M. Aresty, Esq., at Joel M.
Aresty P.A. serves as the Debtor's bankruptcy counsel.
SFX ENTERTAINMENT: Exclusive Plan Filing Deadline Moved to Aug. 29
------------------------------------------------------------------
SFX Entertainment, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the period within which only the
Debtors may file a plan of reorganization through and including
Aug. 29, 2016, and extend the period within which only the Debtors
may solicit acceptances of a plan of reorganization through and
including Oct. 28, 2016.
A hearing on the request is set for June 22, 2016, at 11:30 a.m.
Objections must be filed by June 15, 2016, at 4:00 p.m.
Given the challenges facing the Debtors when they filed these
Chapter 11 cases, the Debtors require additional time to resolve
the contingencies affecting the Debtors' ability to develop and
propose a plan of reorganization. The Debtors require additional
time to effectuate the remaining non-core asset sales, to implement
the business plan, and to work with certain key parties to ensure a
working relationship on a go-forward basis.
The complexity of these Chapter 11 cases unavoidably affects the
progress of the Debtors' reorganization efforts and justifies an
extension of the Exclusive Periods.
The Debtors and their 120 non-Debtor affiliates operate in over
thirty countries. The Debtors are simultaneously contending with a
number of issues to restructure their business and exit from
Chapter 11, while promoting and producing shows and events.
Immediate issues the Debtors faced since the Petition Date
include resolving disputes with foreign creditors, canceling
unprofitable concerts, selling noncore assets, entering into
agreements with artists and the agents that represent them, and
developing and implementing their business plan.
The Debtors are paying their bills as they come due and have
operated their business within a DIP budget. Moreover, the Debtors
have sufficient liquidity to continue paying those bills as they
come due.
The Debtors obtained DIP financing to fund the Debtors' operations
in these Chapter 11 cases. On March 8, 2016, the Court entered a
final order approving the Debtors' DIP financing. The Debtors have
worked with their DIP lenders on reviewing upcoming shows and
festivals and sizing the operating budget. Pursuant to the DIP
court order, the Debtors have provided financial and operational
information to the DIP lenders on a regular basis.
As part of the DIP court order, the Debtors also negotiated an
operational carve out of $15 million to pay artist and agency fees
to help ensure the success of their upcoming festivals, events and
club shows. The profitability of these shows hinges, in
significant part, on the artists that perform at the shows and the
artists' ability to attract large numbers of fans. The Debtors
and their professionals have therefore devoted significant time to
ensure that these relationships are kept intact. Accordingly, the
Debtors entered into artist carve out agreements with various
artist agencies and assumed certain artist agreements, which this
Court approved on April 4, 2016, and have since entered into new
artist agreement for their events.
Since the Petition Date, the Debtors also sought to address
operational challenges with respect to non-Debtor foreign
subsidiaries in Europe. Among those challenges have been
the actions taken by certain foreign creditors who also are
operators of the Debtors' foreign operations in Europe. The
Debtors' European entities are vital to SFX’s business as they
are the driving creative force behind the majority of the Debtors'
live events and festivals.
The Debtors entered into a settlement agreement with the sellers of
Paylogic Holding B.V., which handles ticketing services for certain
SFX entities. The settlement agreement resolved a number of
disputes, including cross-border enforceability of the automatic
stay. On March 18, 2016, the Court entered an order approving the
Paylogic settlement agreement.
Additionally, the Debtors entered into a settlement agreement with
the sellers of Alda Holding B.V. After the bankruptcy filing, the
Alda sellers executed a seizure of Debtor SFXE Netherlands Holdings
B.V. property. The Alda sellers asserted that the Chapter 11 cases
and the associated automatic stay did not impact the sellers'
ability to enforce their rights in the Netherlands. After months
of negotiations, the parties entered into a settlement agreement
resolving all of their disputes, and filed a motion seeking
approval of the settlement on May 5, 2016, which the Court approved
on May 26, 2016.
Since the Petition Date, the Debtors have undertaken three separate
sale processes for businesses deemed to be non-core: Fame House
(held by Debtor SFX-Marketing LLC), Debtor Beatport, LLC, and
Debtor Flavorus, Inc. After a marketing process for each of these
assets, the Debtors extended the time for potential purchasers to
conduct due diligence and bid on the assets. The sale processes
required the Debtors' professionals to expend substantial time and
resources at the outset of the bankruptcy cases to market the
assets, prepare data rooms, negotiate with prospective purchasers,
and draft purchase agreements.
On May 26, 2016, the Debtors successfully sold the Fame House
assets. The Debtors and their professionals continue to market the
remaining non-core assets and negotiate with prospective
purchasers.
About SFX Entertainment
SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions
were signed by Michael Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Judge Mary F. Walrath is assigned to the case.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as counsel; and Conway Mackenzie, Inc., as
financial advisor.
SFX ENTERTAINMENT: Flavorus Assets Auction Date Moved to June 1
---------------------------------------------------------------
SFX Entertainment, Inc. and its affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that the auction for
the all or substantially all of the assets of Flavorus, Inc., has
been further postponed to Wednesday, June 1, 2016, at 12:00 PM
(Eastern Time) at the offices of Greenberg Traurig, LLP, 200 Park
Ave., in New York.
The Debtors, subject to the consent of the Required Lenders and the
Requisite Noteholders, and in consultation with the Committee,
reserve the right to cancel or further postpone the Auction. The
Debtors intend to adjourn the Sale Hearing to a date after the
rescheduled Auction.
The Debtors are represented by:
Dennis A. Meloro, Esq.
GREENBERG TRAURIG, LLP
The Nemours Building
1007 North Orange Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 661-7000
Facsimile: (302) 661-7360
Email: melorod@gtlaw.com
-- and --
Nancy A. Mitchell, Esq.
Maria J. DiConza, Esq.
Nathan A. Haynes, Esq.
GREENBERG TRAURIG, LLP
MetLife Building
200 Park Avenue
New York, NY 10166
Telephone: (212) 801-9200
Facsimile: (212) 801-6400
Email: mitchelln@gtlaw.com
diconzam@gtlaw.com
haynesn@gtlaw.com
About SFX Entertainment
SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions
were signed by Michael Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Judge Mary F. Walrath is assigned to the case.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as counsel; and Conway Mackenzie, Inc., as
financial advisor.
SFX ENTERTAINMENT: TriNet Objects Sale of Flavorus Assets
---------------------------------------------------------
TriNet Group, Inc., and its subsidiaries, including TriNet HR
Corp., object to SFX Entertainment, Inc. and its affiliates' motion
to sell all or substantially all of the assets of Flavorus, Inc.
TriNet objects to the proposed assumption and assignment, and
reserves all rights related thereto because the proposed cure
amount may be inaccurate; and the Assumption Notice does not
provide TriNet with sufficient information to determine whether the
purchaser/assignee is capable of performing under the terms of the
contract the Debtors seek to assume and assign, or to ascertain
whether the assignee is a TriNet competitor.
TriNet explained that before assuming and assigning any executory
contract, the Debtors must cure (or provide adequate assurance of a
prompt cure of) any default under the subject contracts. The
Debtors identify a $0.00 cure obligation which, according to the
Assumption Notice, was calculated as of April 25, 2016. However,
given the structure of the services provided to the Debtors by
TriNet, additional sums may continue to accrue up to the closing
date of the sale, which amounts must be paid as part of any cure
owed to TriNet.
Moreover, before assuming and assigning any executory contract, the
Debtors must provide adequate assurance of future performance.
Here, the ultimate assignee’s identity is uncertain because there
is currently no stalking horse bidder and the sale is subject to an
auction scheduled to be held on May 23, 2016 -- after objections to
the Sale Motion and Assumption Notice are due. As a result, TriNet
cannot evaluate either the eventual purchaser’s acceptability as
an assignee, or whether the prerequisites of 11 U.S.C. §365(b)
will be met.
TriNet Group, Inc. is represented by:
James E. Huggett, Esq.
MARGOLIS EDELSTEIN
300 Delaware Avenue, Suite 800
Wilmington, DE 19801
Tel: (302) 888-1112
E-mail: jhuggett@margolisedelstein.com
-- and --
Amish R. Doshi, Esq.
MAGNOZZI & KYE, LLP
23 Green Street, Suite 302
Huntington, NY 11743
Telephone: (631) 923-2858
E-Mail: adoshi@magnozzikye.com
-- and --
Shawn M. Christianson, Esq.
Valerie Bantner Peo, Esq.
BUCHALTER NEMER P.C.
55 Second Street, Suite 1700
San Francisco, CA 94105
Telephone: (415) 227-0900
-- and --
Doug Riegelhuth, Esq.
VP and Associate General Counsel
TRINET GROUP, INC.
100 San Leandro Blvd., Suite 400
San Leandro California, 94577
About SFX Entertainment
SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions
were signed by Michael Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.
Judge Mary F. Walrath is assigned to the case.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.
The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as counsel; and Conway Mackenzie, Inc., as
financial advisor.
SHEEHAN PIPE LINE: Court OK's Limited Use of Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
granted, on an interim basis, Sheehan Pipe Line Construction Co.'s
motion for authority to use of Cash Collateral.
Any objections to the Motion with respect to the entry of the
Interim Order that have not been withdrawn, waived or settled, and
all reservations of rights included, are denied and overruled.
The Court authorizes the Debtor's use during the period beginning
with the Interim Hearing Date (May 17, 2016) through the
Termination Date for the usage of Cash Collateral solely and
exclusively for the disbursements set forth in the budget, and for
no other purposes.
In addition to all the existing security interests and liens
granted to or for the benefit of Caterpillar Financial Services
Corp. and Zurich American Insurance Co., in and with respect to the
Pre-Petition Collateral, as adequate protection for, and to secure
payment of an amount equal to the Collateral Diminution, the Debtor
grants to CAT and Zurich the same priority and extent of their
existing prepetition security interests.
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.
SHEEHAN PIPE LINE: Creditors' Committee Objects to Cash Use
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Sheehan Pipe Line
Construction Co. filed with the U.S. Bankruptcy Court for the
District of Oklahoma a limited objection to the Debtor's motion for
authorization to utilize cash collateral and sought conditional
adequate protection to prepetition secured parties.
The Committee says it does not generally object to the Debtor's use
of cash collateral to effectuate the orderly liquidation of its
assets in order to maximize value for creditor constituencies. To
the contrary, the Committee supports the use of cash collateral for
that purpose. The Committee, however, objects to certain
provisions included in the Cash Collateral Motion and proposed
interim cash collateral order in order to protect the interests of
unsecured creditors.
The Committee objects to, among other things, the proposed grant to
Lenders -- to the extent of any "Collateral Diminution" --
super-priority administrative claim to the proceeds of avoidance
actions under chapter 5 of the Bankruptcy Code. This Court should
not cut off a potentially significant source of recoveries for
unsecured creditors by allowing the use of proceeds of Avoidance
Actions to satisfy pre-petition secured claims through a "back
door" super-priority administrative claim, the Committee
complained.
The Committee is represented by:
Samuel S. Ory, Esq.
FREDERIC DORWART, LAWYERS
124 E. Fourth Street
Tulsa, OK 74103
Telephone: (918) 583-9913
Facsimile: (918) 583-8521
Email: sory@fdlaw.com
-- and --
Geoffrey S. Goodman, Esq.
Joanne Lee, Esq.
Matthew J. Stockl, Esq.
FOLEY & LARDNER LLP
321 N. Clark Street, Suite 2800
Chicago, IL 60654
Telephone: (312) 832-4514
Facsimile: (312) 832-4700
Email: ggoodman@foley.com
jlee@foley.com
mstockl@foley.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.
SHEEHAN PIPE LINE: Responds to Surety's Cash Use Objection
----------------------------------------------------------
Sheehan Pipe Line Construction Co., in response to the objection of
Zurich American Insurance Co. and Fidelity & Deposit Co. of
Maryland, maintains that it has met its burden of proof concerning
adequate protection, especially in light of Zurich's uncertain
rights in the cash sought to be used by the Debtor and its recourse
to other potential collateral and equity cushion in the same.
The Debtor asserts that its proposed adequate protection is more
than sufficient under the facts and circumstances to allow the
Debtor's use of the cash it has on hand for the purpose stated in
the proposed budget. The Debtor believes there is unencumbered
property of the Debtor, which has a value in excess of $1.3
million, upon which Zurich would obtain a lien by virtue of this
proposed adequate protection.
The Debtor is proposing to provide adequate assurance to Zurich in
addition to its equity cushion for the use of Zurich's alleged cash
collateral. Under these facts and circumstances, Zurich must do
more than demand more adequate assurance; indeed, the burden is on
Zurich to establish that the value of its collateral is declining
or at least threatened as a result of the Debtor’s bankruptcy
filing, the Debtor further asserts.
In sum, the Debtor tells the Court it seeks to use approximately
$835,000 in cash for general operating expenses over a three month
period to gather, protect, preserve, and liquidate approximately
$30 million worth of equipment largely for the benefit of the two
principal secured creditors with liens in the equipment, and an
additional amount of $315,000 for the payment of professional fees
of the Debtor and Official Committee of Unsecured Creditors.
Sheehan Pipe Line Construction Co. is represented by:
Chad J. Kutmas, Esq.
Gary M. McDonald, Esq.
Mary E. Kindelt, Esq.
MCDONALD, MCCANN, METCALF & CARWILE, LLP
15 E. Fifth Street, Suite 1800
Tulsa, OK 74103
Telephone: (918) 430-3700
Facsimile: (918) 430-3770
E-mail: ckutmas@mmmsk
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.
SKAGIT GARDENS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Skagit Gardens Inc. 16-12879
3100 Old Highway 99 South
Mount Vernon, WA 98273
Skagit RESPE LLC 16-12885
Skagit TPPSPE LLC 16-12887
Skagit Real Estate Holdings, LLC 16-12881
Type of Business: Wholesale nursery that grows two categories of
plants, finished plants and plugs/liners, each
grown for different types of customers.
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Judge: Hon. Christopher M Alston
Debtors' Counsel: Armand J Kornfeld, Esq.
BUSH KORNFELD LLP
601 Union St Ste 5000
Seattle, WA 98101
Tel: 206-292-2110
E-mail: jkornfeld@bskd.com
- and -
Christine M Tobin-Presser, Esq.
BUSH KORNFELD LLP
601 Union St Ste 5000
Seattle, WA 98101
Tel: 206-292-2110
E-mail: ctobin@bskd.com
- and -
Aimee S Willig, Esq.
BUSH KORNFELD LLP
601 Union St Ste 5000
Seattle, WA 98101
Tel: 206- 292-2110
E-mail: awillig@bskd.com
Total Assets: $12.5 million
Total Debt: $19.3 million
The petitions were signed by Mark Buchholz, president.
List of Skagit Gardens, Inc.'s 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
2Plant International Raw material $11,844
E-mail: frank@2plant.com cuttings, bare
root
AB Cultivars USA LLC Raw material $32,477
E-mail: henk@holtmaat.eu tissue culture
Allpak Container LLC Cardboard box $12,156
E-mail: Kyle.conaway@allpak.com supplier
American Transport Systems Truck $101,374
E-mail: jacki@americantransys.com transportation
supplier
Ball Horticultural Company Raw materials $11,326
E-mail: cwalsh@ballhort.com seeds, cutting,
liners
Cartanna Garden Products Ltd Raw materials $19,305
ryan@cartanna.com cedar baskets
Cravo Equipment Ltd Greenhouse $20,293
E-mail: shannont@cravo.com construction
materials
Flamingo Holland, Inc. Raw materials $46,472
E-mail: johan@flamingoholland.com rooted liner
plants
Fred C. Gloeckner Co. Raw materials $20,480
E-mail: tjobb@fredgloeckner.com rooted liner
plants
Haygrove Inc. Greenhouse $25,354
E-mail: catherine.grossman@haygrove.com construction
materials
Macore Company, Inc. Plant labels $101,947
E-mail: MichaelB@selectimpressions.com required on
all inventory
McHutchison Raw materials $112,181
E-mail: jrowe@mchutchiso
n.com
McKinney Tractor $13,540
E-mail: jalmoite@mckinney-sea.com trailer rentals
Osborne Int'l Seed Co. Raw materials, $10,827
E-mail: Elaine@osborneseed.com seed
Peak-Ryzex, Inc. Production $13,712
E-mail: Josh.balka@peak-ryzex.com printers,
scanners,
labels
Penske Truck Leasing Co., LP Leased $57,180
E-mail: jon.st.marie@penske.com delivery
fleet
Proven Winners Raw materials $12,883
E-mail: accounting@provenwinners.com Plant labels,
annual plant
SHS Griffin Raw materials $70,642
E-mail: khall@griffinmail.com unrooted cuttings
and rooted liners
Skagit Farmers Raw materials, $107,555
Supply Co fertilizers,
E-mail: effw@skagitfarmers.com chemicals
Sumas Gro-Media Ltd. Raw materials, $99,804
E-mail: bert@sumasgrowmedia.ca soil mixes
for production
SMALLVILLE PRESCHOOL: Seeks to Hire Johnston as Legal Counsel
-------------------------------------------------------------
Smallville Preschool, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Richard Johnston,
Jr. of Johnston Law, PLLC as its legal counsel.
Smallville Preschool proposes to hire an attorney to:
(a) provide the Debtor with legal advice with respect to its
rights, duties and powers in the Chapter 11 case;
(b) prepare pleadings and applications as may be necessary in
furtherance of the Debtor's interests and objectives;
(c) participate in the formulation of a plan or plans of
reorganization;
(d) assist the Debtor in considering and requesting the
appointment of a trustee or examiner, should such action
become necessary;
(e) consult with the United States Trustee concerning the
administration of the Debtor's estate;
(f) represent the Debtor in hearings and other judicial
Proceedings.
In a court filing, Mr. Johnston, Esq., a member of Johnston Law,
disclosed that he does not hold interests adverse to the Debtor or
its estate.
Mr. Johnston's address is:
Richard Johnston, Jr.
Johnston Law, PLLC
7370 College Parkway, Suite 207
Fort Myers, FL 33907
Telephone: 239-600-6200
Facsimile: 877-727-4513
richard@richardjohnstonlaw.com
Smallville Preschool
Smallville Preschool, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-04221) on May 16,
2016.
SMART TECHNOLOGIES: S&P Puts 'CCC+' CCR on CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings said it placed its ratings on Calgary,
Alta.-based interactive display manufacturer SMART Technologies
Inc., including its 'CCC+' long-term corporate credit rating, on
CreditWatch with positive implications.
"The CreditWatch placement follows the announcement that Foxconn
Technology Group will acquire SMART for about US$55 million," said
S&P Global Ratings credit analyst Nayeem Islam.
The companies expect to close the transaction in mid-to-late 2016
after court and regulatory reviews, and after receiving 66 2/3% of
the votes cast by SMART shareholders to approve the deal. All
directors, and some officers and shareholders of SMART,
representing about 68% of the common shares outstanding, have
agreed to vote in favor of the arrangement. S&P is likely to raise
its corporate credit rating on SMART by at least three notches if
the transaction closes as proposes, given the alleviated
refinancing risks from the upcoming revolver and term loan
maturity.
S&P will resolve the CreditWatch upon closing of the transaction
and as key details, including any capital structure changes and
shareholder and regulatory approvals, become clearer. S&P could
raise its ratings on SMART by at least three notches, if the
transaction closes as proposed. Although less likely, S&P could
revise the outlook to negative or lower the ratings if the
transaction fails to close as proposed, and SMART's viability
continues to be pressured due to revenue declines and the upcoming
revolver and term loan maturity in July 2017 and January 2018,
respectively.
SPJST SOCIETY: A.M. Best Affirms 'bb' ICR, Alters Outlook to Stable
-------------------------------------------------------------------
A.M. Best has revised the issuer credit rating (ICR) outlook to
stable from positive and affirmed the financial strength rating
(FSR) of B (Fair) and the ICR of "bb" of SPJST (the Society)
(Temple, TX). The outlook for the FSR remains stable.
The revision of the ICR outlook to stable reflects the challenges
in sustaining the Society's previously positive trends in premiums,
earnings and risk-adjusted capitalization. Ordinary life premiums,
which increased in 2014, declined in 2015, reflecting a decrease in
first-year life premium. Increased death claims and annuity benefit
expenses resulted in a decline in operating earnings in 2015 and an
operating loss through first-quarter 2016. Additionally, earnings
spreads on the fixed annuity policies continue to experience modest
contraction in the low interest rate environment. Finally,
risk-adjusted capitalization had been improving in recent years
through growth in unassigned funds and the reduction of higher risk
equities and mortgage loans; however, increased allocations to
lower-rated investment grade and below investment grade bonds
caused a decline in risk-adjusted capitalization in 2015. A.M. Best
believes the elevated credit risk in the fixed income portfolio
will continue to strain risk-adjusted capitalization and may result
in investment impairments that negatively impact net income and
capital.
The affirmation of SPJST's ratings reflects the Society’s
relatively narrow business profile and high concentration of risk,
mixed statutory operating results in recent years, increased risk
in the fixed income portfolio and challenges to grow life premiums.
Partially offsetting these negative factors are the Society’s
strategic efforts to improve the business mix and risk profile, its
adequate risk-adjusted capitalization and generally positive recent
earnings history.
STEREOTAXIS INC: Files Conflict Minerals Report with SEC
--------------------------------------------------------
Stereotaxis, Inc., filed with the Securities and Exchange
Commission a Specialized Disclosure Report on Form SD for the
reporting period from January 1 to Dec. 31, 2015.
Stereotaxis evaluated its products and determined that the
Company's products contain "necessary conflict minerals." This
means that Conflict Minerals as defined in the Rule are present in
products the Company manufactures or contracts to manufacture and
are used to achieve the required function, use or purpose of those
products. The Company's determination and related disclosures
relating to such necessary conflict minerals are included in
Stereotaxis' Conflict Minerals Report, a copy of which is available
for free at https://is.gd/gLrNLE
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
Stereotaxis reported a net loss of $7.35 million on $37.67 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $5.20 million on $35.01 million of total revenue for
the year ended Dec. 31, 2014.
As of March 31, 2016, Stereotaxis had $15.2 million in total
assets, $34.8 million in total liabilities and a total
stockholders' deficit of $19.6 million.
In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis,
Missouri, issued a "going concern" qualification stating that
the Company has incurred recurring losses from operations and has a
net capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.
STERLING MID-HOLDINGS: S&P Lowers ICR to CCC on Weak Performance
----------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
Malvern, Penn.-based Sterling Mid-Holdings Ltd. to 'CCC' from 'B-'.
The outlook is negative. At the same time, S&P lowered the issue
ratings on Sterling's 10.5% senior secured notes due 2020 to 'CC'
from 'B-' and revised S&P's recovery rating on these notes to '6'
from '4'. S&P now expects negligible recovery on the notes of
0%-10%.
The two-notch downgrade reflects ongoing weak operating performance
as evidenced by the company reporting a net loss coupled with
EBITDA coverage of less than 1.0x for the past 12 months and S&P's
expectation of the ratio remaining below 1.0x over the next 12
months. "The company's overall financial performance is
substantially below its peers and has persistently been weak," said
credit analyst Gaurav Parikh.
For nine months ending March 2016, the firm reported a pretax net
loss of $137.4 million following a pretax net loss of $243 million
for the prior nine-month period ending March 2015 due to a steep
decline in revenues and improved operating expenses. The company
has not reported positive net income in the past 11 quarters.
The rating also incorporates the company's limited funding options
due to its highly encumbered balance sheet. Like other payday
lenders, the company is exposed to impending regulatory actions
from the Consumer Financial Protection Bureau (CFPB) and Canadian
regulations, which will further imperil the operating performance.
Overall, S&P do not expect operational performance at Sterling to
recuperate over the next 12 months as an expected decline in
origination volumes coupled with higher leverage obligations and
imminent regulatory reforms will further lead to an inferior
performance.
S&P assesses Sterling's liquidity as "less than adequate," in line
with the majority of its peers. Even though the company is owned
by LoneStar, a private equity firm that contributes capital on a
consistent basis, S&P believes that the company would not be able
to absorb low-probability adversities.
The negative outlook reflects Sterling's ongoing poor financial
performance and S&P's expectations that the CFPB and Canadian
regulations will result in lower origination volume, high loan
losses, and increased compliance costs.
S&P could lower the rating over the next 12 months if it expects
any new regulations to further weaken Sterling's existing business
model or if operating performance deteriorates such that EBITDA
margins dip below 5% or EBITDA coverage drops below 0.5x on a
consistent basis. S&P could also lower the rating if support from
LoneStar begins to diminish, which would raise the likelihood of
default. S&P could also lower the issuer rating to selective
default (SD) if the company or LoneStar repurchases its debt at
distressed levels.
An outlook revision to stable is highly unlikely over the next 12
months even if the regulations become less of a concern because S&P
do not expect operating performance to materially improve such that
EBITDA coverage stays above 1.0x on a sustained basis.
SUMMIT ACCOMMODATORS: Summary Judgment for Keillor Affirmed
-----------------------------------------------------------
The Court of Appeals of Oregon affirmed the trial court's entry of
judgment for the defendants in the case captioned Kevin D. PADRICK,
Trustee of the Summit Accommodators Liquidating Trust,
Plaintiff-Appellant, v. Lane LYONS and Bryant Lovlien & Jarvis,
P.C., Defendants, and Kevin KEILLOR and Hurley Re, P.C.,
Defendants-Respondents, No. A153600 (Or. Ct. App.), after the court
granted the defendants' motion for summary judgment on all of the
plaintiff's claims.
The plaintiff, Kevin Padrick, was appointed by the bankruptcy court
as the trustee for the liquidation of Summit Accomodators, Inc., a
corporation in Chapter 11 bankruptcy. Padrick brought the action
against Summit's former attorney, Kevin Keillor, and Keillor's law
firm, Hurley Re, P.C., seeking damages for the defendants' alleged
tortious conduct while Keillor was representing Summit.
The appellate court found that in 2008, seven years after Keillor's
departure, Summit and its principals acted without Keillor's
involvement. Thus, the court held that there is no evidence from
which it could be found that Keillor acted in furtherance of a
tortious objective, such that his conduct could constitute
"substantial assistance" as to the wrongs committed by Summit or
its principals in 2008.
A full-text copy of the Court's April 13, 2016 opinion is available
at https://is.gd/MZwwzx from Leagle.com.
Appellant is represented by:
Robyn Ridler Aoyagi, Esq.
Daniel H. Skerritt, Esq.
David S. Aman, Esq.
Caroline Harris Crowne, Esq.
TONKON TORP LLP
1600 Pioneer Tower
888 SW Fifth Avenue
Portland, OR 97204
Tel: (503)221-1440
Fax: (503)274-8779
Email: robyn.aoyagi@tonkon.com
dan.skerritt@tonkon.com
caroline.harris.crowne@tonkon.com
Kevin Keillor, Hurley Re, PC are represented by:
Stephen C. Voorhees, Esq.
Graham M. Sweitzer, Esq.
KILMER, VOORHEES & LAURICK, PC
732 NW 19th Avenue
Portland, OR 97209
Tel: (503)224-0055
Fax: (503)222-5290
Email: svoorhees@kilmerlaw.com
gsweitzer@kilmerlaw.com
-- and --
Peter R. Mersereau, Esq.
Thomas W. McPherson, Esq.
MERSEREAU & SHANNON LLP
1 SW Columbia Street, Suite 1600
Portland, OR 97258
Tel: (503)226-6400
Fax: (503)226-0383
Email: pmerseau@mershanlaw.com
tmcpherson@mershanlaw.com
TELESPEAK CCA: Case Summary & 15 Unsecured Creditors
----------------------------------------------------
Debtor: TeleSpeak CCA, Inc.
2101 Park Center Dr., Ste. 300
Orlando, FL 32835
Case No.: 16-03562
Chapter 11 Petition Date: May 27, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Suzy Tate, Esq.
SUZY TATE, P.A.
14502 North Dale Mabry Highway, Suite 200
Tampa, FL 33618
Tel: (813) 264-1685
Fax: 813 540 8024
E-mail: suzy@suzytate.com
Total Assets: $68,219
Total Liabilities: $4.51 million
The petition was signed by John Golak, president.
A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-03562.pdf
TENASKA ALABAMA: S&P Affirms 'BB' Rating on $361MM Sr. Bonds
------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB' rating on electricity
generator Tenaska Alabama Partners L.P.'s (TAP) $361 million 7%
senior secured bonds due 2021 ($179.5 million outstanding as of
Dec. 31, 2015). The outlook is stable. The recovery rating has
been upgraded to '2' from '3', indicating S&P's expectation for a
substantial (70% to 90%; lower end of the range) recovery if a
default occurs.
The recovery rating was upgraded as a result of ongoing debt
amortization, as well as a continued strong value expectation for
this asset type in a liquidation scenario.
TAP is a limited partnership that owns and operates an 859-megawatt
(MW) combined-cycle generation facility in Autauga County, Ala.
The plant sells fuel conversion services under a 20-year tolling
agreement with BE Alabama LLC, which is a wholly owned subsidiary
of JPMorgan Chase & Co. It also has a long-term service agreement
with General Electric Co. (GE) for equipment maintenance.
Tenaska, TAP's parent, is an experienced project developer that has
built more than 9,000 MW of generation capacity covering 15
domestic and international projects.
The stable outlook reflects S&P's view that project management has
appropriately responded to previous mechanical issues at the plant,
leading to an expectation of consistent availability throughout the
debt's remaining term. Regarding the plant's capacity factor, any
deviation (whether an increase or a decrease) from current expected
levels would most likely be a moderately positive development for
the project's cash flow.
S&P could raise the rating if the DSCR consistently rises to 1.2x
or higher in the forecast for the debt's remaining term. This
could occur due to lower-than-anticipated costs or consistently
very high capacity factors (possibly stemming from new contracts or
policies at the offtaker level).
S&P could lower the rating if TAP does not sustain strong operating
performance, leading to a pattern of reduced plant availability
that triggers penalties under its contracts. Higher operating
costs (e.g., due to the plant's age or tax/regulatory issues) are
also a possibility, causing the DSCR to fall to the bottom end of
the 1x to 1.2x range for a sustained period.
UNI-PIXEL INC: Offering Common Stock and Warrants
-------------------------------------------------
Uni-Pixel, Inc., announced that it commenced a public offering of
newly issued shares of common stock and warrants to purchase shares
of common stock in an underwritten public offering under an
effective shelf registration statement on file with the Securities
and Exchange Commission. The offering is subject to market and
other conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or
terms of the offering.
Roth Capital Partners is serving as the sole book-running manager
in this offering. Ladenburg Thalmann & Co. Inc. and The Benchmark
Company are serving as co-managers.
The offering of the common stock and warrants will be made under
the Company's effective shelf registration statement (File No.
333-203691) declared effective by the U.S. Securities and Exchange
Commission on July 10, 2015. The Company will file a prospectus
supplement with the SEC for the offering to which this
communication relates. When available, the prospectus supplement
and accompanying base prospectus, meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, may be
obtained from Roth Capital Partners at 888 San Clemente, Newport
Beach, CA 92660 or by calling (800) 678-9147 or e-mail at
rothecm@roth.com, or by visiting the EDGAR database on the SEC's
web site at www.sec.gov.
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
Uni-Pixel reported a net loss of $37.02 million on $3.75 million of
revenue for the year ended Dec. 31, 2015, compared to a net loss of
$25.7 million on $0 of revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, Uni-Pixel had $17.88 million in total assets,
$5.07 million in total liabilities and $12.81 million in total
shareholders' equity.
USHEALTH GROUP: A.M. Best Hikes Fin. Strength Rating From B(fair)
-----------------------------------------------------------------
A.M. Best has upgraded the financial strength rating to B+ (Good)
from B (Fair) and the issuer credit ratings to bbb- from bb+ of the
subsidiaries of USHEALTH Group, Inc.: Freedom Life Insurance
Company of America and National Foundation Life Insurance Company
(collectively referred to as USHEALTH Group). The outlook for each
rating remains positive. All companies are domiciled in Fort Worth,
TX.
The rating upgrades reflect USHEALTH Group's continued strong
operating results, substantial revenue growth in Affordable Care
Act (ACA)-exempt supplemental health lines of business, improved
risk–adjusted capitalization and a change in financial leverage
structure. USHEALTH Group’s earnings have increased significantly
over the past four years, with its biggest increase in 2015, driven
primarily by improved underwriting results. In 2015, the group
experienced substantial premium growth, especially in its ancillary
lines of business. USHEALTH Group remains focused on further
expanding its ancillary product offerings, developing captive
distribution in new geographies and maintaining long-term customer
relationships as a means of increasing its scale and brand
recognition in the marketplace. In addition, during 2015, the
holding company significantly improved its financial flexibility
through an increasing line of credit and by paying off two term
loans. Additionally, the positive outlooks reflect A.M. Best’s
opinion that the USHEALTH Group is positioned for future profitable
growth.
Partially offsetting these positive rating factors are the
company’s lack of scale and growing competitive pressure in the
ACA-exempt product space. Additionally, future revenue growth is
tied to USHEALTH Group’s ability to grow its captive agency
force, which may increase USHEALTH Group’s reliance on a line of
credit used to pay agent commission advances.
VIKING CONSTRUCTORS: To Hire Pacific Boat as Broker
---------------------------------------------------
Viking Constructors, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Alaska to hire Margaret Harris of Pacific
Boat Brokers.
The Debtor tapped the services of a broker to assist in the
marketing and sale of Thors Hammer.
Ms. Harris will be paid a 5% commission on gross sale proceeds from
the closing of any sale of Thors Hammer approved by the bankruptcy
court.
The Debtor can be reached through its counsel:
Erik LeRoy
Erik LeRoy, P.C.
500 L St., Ste 302
Anchorage, Alaska 99501
(907) 277-2006
About Viking Constructors
Viking Constructors, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the District of Alaska (Anchorage) (Case No.
16-00126) on May 2, 2016. The petition was signed by Ken Bozinoff,
managing member.
The Debtor is represented by Erik LeRoy, Esq., at Erik LeRoy, P.C.
The case is assigned to Judge Elizabeth Magner.
The Debtor disclosed total assets of $1.94 million and total
debts of $526,157.
WALTER ENERGY: Order Allowing Rejection of CBA Affirmed
-------------------------------------------------------
Judge R. David Proctor of the United States District Court for the
Northern District of Alabama, Southern Division, affirmed the
bankruptcy court's December 28, 2015 order in the case captioned
UNITED MINE WORKERS OF AMERICA 1974 PENSION PLAN AND TRUST, et al.,
Appellants, v. WALTER ENERGY, INC., et al., Appellees, Case No.
2:16-cv-00057-RDP (N.D. Ala.).
The case is before the court on an appeal from the United States
Bankruptcy Court for the Northern District of Alabama's December
28, 2015 Memorandum Opinion and Order Granting Debtors' Motion for
an Order Authorizing the Debtors to (A) Reject Collective
Bargaining Agreements, (B) Implement Final Labor Proposals, and (C)
Terminate Retiree Benefits; and Granting Related Relief. The
appellants raised arguments regarding the reach of 11 U.S.C.
section 1113 and 1114, and whether the Bankruptcy Court properly
applied those statutes when ordering the termination and
modification of Debtors-Appellees' collective bargaining agreement
("CBA") with non-party United Mine Workers of America ("UMWA"), and
obligations to Appellants under the Coal Industry Retiree Health
Benefit Act, 26 U.S.C. sections 9701-9724 (the "Coal Act").
Judge Proctor concluded that the Bankruptcy Court had jurisdiction
and entered a valid termination of retirement benefits pursuant to
Section 1114, and that the district court lacks jurisdiction to
consider Appellants' challenge to the Bankruptcy Court's ruling
under Section 1113.
A full-text copy of Judge Proctor's May 18, 2016 memorandum opinion
is available at https://is.gd/z3Lo4y from Leagle.com.
UMWA 1974 Pension Plan and Trust is represented by:
Amelia C Joiner, Esq.
Julia Frost-Davies, Esq.
Raechel K Anglin, Esq.
MORGAN LEWIS & BOCKIUS LLP
One Federal St.
Boston, MA 02110-1726
Tel: (617)341-7700
Fax: (617)341-7701
Email: amelia.joiner@morganlewis.com
julia.frost-davies@morganlewis.com
-- and --
John C Goodchild, III, Esq.
Rachel Jaffe Mauceri, Esq.
MORGAN LEWIS & BOCKIUS LLP
1701 Market St.
Philadelphia, PA 19103-2921
Tel: (215)963-5000
Fax: (215)963-5001
Email: john.goodchild@morganlewis.com
rachel.mauceri@morganlewis.com
-- and --
Bryan M Killian, Esq.
Stephanie Schuster, Esq.
MORGAN LEWIS & BOCKIUS LLP
1111 Pennsylvania Ave. NW
Washington, DC 20004-2541
Tel: (202)739-3000
Fax: (202)739-3001
Email: bryan.killian@morganlewis.com
stephanie.schuster@morganlewis.com
-- and --
George N Davies, Esq.
Glen M Connor, Esq.
QUINN CONNOR WEAVER DAVIES & ROUCO LLP
Two North Twentieth
2 - 20th Street North, Suite 930
Birmingham, AL 35203
Tel: (205)870-9989
Fax: (205)803-4143
-- and --
John R Mooney, Esq.
Paul A Green, Esq.
MOONEY GREEN SAINDON MURPHY & WELCH
1920 L Street, NW, Suite 400
Washington, DC 20036
Tel: (202)783-0010
Fax: (202)783-6088
Email: jmooney@mooneygreen.com
pgreen@mooneygreen.com
Walter Energy Inc is represented by:
Ann K Young, Esq.
Kelley A Cornish, Esq.
Michael S Rudnick, Esq.
Stephen J Shimshak, Esq.
Robert N Kravitz, Esq.
PAUL WEISS RIFKIND WHARTON & GARRISON
1285 Avenue of the Americas
New York, NY 10019-6064
Tel: (212)373-3000
Fax: (212)757-3990
Email: ayoung@paulweiss.com
kcornish@paulweiss.com
mrudnick@paulweiss.com
sshimshak@paulweiss.com
rkravitz@paulweiss.com
-- and --
Claudia R Tobler, Esq.
PAUL WEISS RIFKIND WHARTON & GARRISON
2001 K Street, NW
Washington, DC 20006-1047
Tel: (202)223-7300
Fax: (202)223-7420
Email: ctobler@paulweiss.com
-- and --
Cathleen Curran Moore, Esq.
Diane Meyers, Esq.
James B Bailey, Esq.
Jay R Bender, Esq.
Scott B Smith, Esq.
BRADLEY ARANT BOULT CUMMINGS LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, AL 35203
Tel: (205)521-8000
Fax: (205)521-8800
Email: ccmoore@bradley.com
jbailey@bradley.com
jbender@bradley.com
ssmith@bradley.com
-- and --
Jayna Partain Lamar, Esq.
Robert K Ozols, Esq.
MAYNARD COOPER & GALE PC
1901 Sixth Avenue North
Regions Harbert Plaza, Suite 2400
Birmingham, AL 35203
Tel: (205)254-1000
Email: jlamar@maynardcooper.com
About Walter Energy
Walter Energy, Inc. -- http://www.walterenergy.com/-- is a
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America. The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in
the United States, Canada and the United Kingdom.
For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.
Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama
on July 15, 2015, after signing a restructuring support agreement
with first-lien lenders.
Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.
The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees. The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block LLP as attorneys.
The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.
WARREN RESOURCES: Amends 2015 Form 10-K
---------------------------------------
Warren Resources, Inc., filed with the Securities and Exchange
Commission and amendment to its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2015, to include Items in Part III
(Items 10, 11, 12, 13 and 14) and Part IV (Item 15) previously
omitted from the Annual Report on Form 10-K filed by the Company on
March 17, 2016. A copy of the Form 10-K/A is available for free at
https://is.gd/Ww7iCC
About Warren Resources
Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves. It is primarily focused on
the development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.
Warren Resources reported a net loss applicable to common
stockholders of $619.97 million in 2015 following net income
applicable to common stockholders of $24.02 million.
As of Dec. 31, 2015, Warren Resources had $234.46 million in total
assets, $558.02 million in total liabilities and a total
stockholders' deficit of $323.56 million.
Grant Thornton LLP, in Oklahoma City, Oklahoma, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company incurred a
net loss of approximately $620 million during the year ended Dec.
31, 2015, and as of that date, the Company's current liabilities
exceeded its current assets by approximately $465.1 million and its
total liabilities exceeded its total assets by approximately $323.6
million. Also discussed in Note A, subsequent to Dec. 31, 2015,
the Company is in default on its unsecured senior notes, first lien
credit facility and second lien credit facility. These conditions,
along with other matters as set forth in Note A, raise substantial
doubt about the Company's ability to continue as a going concern.
* * *
The Troubled Company Reporter on Feb. 3, 2016, reported that
Standard & Poor's Ratings Services lowered its corporate credit on
oil and gas exploration and production company Warren Resources
Inc. to 'D' from 'SD' (selective default). The issue-level rating
on the company's unsecured debt remains 'D'. The recovery rating
remains '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.
As reported by the TCR on May 16, 2016, Moody's Investors Service
downgraded Warren Resources Inc.'s Corporate Family Rating to C
from Ca, Probability of Default Rating (PDR) to C-PD/LD from Ca-PD.
WEIGHT WATCHERS: S&P Affirms 'B-' CCR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on New
York City-based Weight Watchers International Inc. The outlook is
stable.
At the same time, S&P affirmed its 'B-' issue-level rating on the
company's first-lien revolver and term loan. The '4' recovery
rating on the first-lien facilities, indicating that lenders could
expect average (30% to 50%, at the low-end of the range) recovery
in the event of a payment default, is unchanged.
Total debt outstanding on March 31, 2016, is approximately
$2.1 billion that includes S&P's adjustment for operating leases.
"Our affirmation reflects our expectations that Weight Watchers'
credit metrics will modestly strengthen including financial
leverage to the low 7.x by the end of 2016 compared with 9.1x at
the end of 2015," said credit analyst Peter Deluca. "The
improvement is based on good membership growth during the key
winter sign-up period in conjunction with a good marketing effort
with its board member, Oprah Winfrey. The company reported
positive subscriber growth for the first time since 2012 and we
expect this to drive improving profitability and cash flow through
the balance of 2016 based on the life-cycle of members that is
approximately nine months duration. In addition, the company
repaid the $144.3 million first-lien term loan on April 1, 2016."
The stable outlook reflects S&P's expectation that Weight Watchers'
operating performance will improve during the next 12 months from
the strong recruitment results during the recent winter period,
good operating expense management, and generate improving cash flow
to invest in the business. S&P projects debt-to-EBITDA leverage
near 7x over the next two years while maintaining adequate
liquidity.
S&P could lower the ratings over the next year if Weight Watchers'
has weaker-than-expected operating performance, possibly stemming
from declines in the company's membership subscriptions because of
ineffective marketing programs and competing weight loss management
products and services, resulting debt-to-EBITDA leverage sustained
near 9x. S&P estimates this could occur should EBITDA decline
about 10% (assuming current debt and EBITDA.)
Though unlikely over the next year, S&P could raise its ratings
should it observes significant improvement in the company's
operating performance, including increasing membership or expanding
margins, resulting in sustained debt-to-EBITDA leverage in the
low-6x area. This could occur if the company's marketing
initiatives resonate with consumers resulting in a successful
winter enrollment campaign, as well as maintaining good expense
management. S&P estimates this could occur if Weight Watchers pays
down about $600 million or debt or increases EBITDA about 40%
(assuming current debt and EBITDA.)
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 105.0 (41.3) (39.7)
ABSOLUTE SOFTWRE ABT2EUR EU 105.0 (41.3) (39.7)
ABSOLUTE SOFTWRE ALSWF US 105.0 (41.3) (39.7)
ABSOLUTE SOFTWRE OU1 GR 105.0 (41.3) (39.7)
ADV MICRO DEVICE AMD TE 2,981.0 (503.0) 898.0
ADV MICRO DEVICE AMD GR 2,981.0 (503.0) 898.0
ADV MICRO DEVICE AMD QT 2,981.0 (503.0) 898.0
ADV MICRO DEVICE AMD* MM 2,981.0 (503.0) 898.0
ADV MICRO DEVICE AMD TH 2,981.0 (503.0) 898.0
ADV MICRO DEVICE AMDCHF EU 2,981.0 (503.0) 898.0
ADV MICRO DEVICE AMD SW 2,981.0 (503.0) 898.0
ADV MICRO DEVICE AMD US 2,981.0 (503.0) 898.0
ADVANCED EMISSIO ADES US 41.6 (20.1) (22.3)
ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8)
AERIE PHARMACEUT AERI US 139.2 (0.2) 104.6
AERIE PHARMACEUT AERIEUR EU 139.2 (0.2) 104.6
AERIE PHARMACEUT 0P0 GR 139.2 (0.2) 104.6
AEROJET ROCKETDY GCY GR 1,988.0 (124.0) 132.7
AEROJET ROCKETDY GCY TH 1,988.0 (124.0) 132.7
AEROJET ROCKETDY AJRD US 1,988.0 (124.0) 132.7
AIR CANADA ADH2 TH 13,503.0 (732.0) (256.0)
AIR CANADA ACDVF US 13,503.0 (732.0) (256.0)
AIR CANADA ACEUR EU 13,503.0 (732.0) (256.0)
AIR CANADA ADH2 GR 13,503.0 (732.0) (256.0)
AIR CANADA AC CN 13,503.0 (732.0) (256.0)
AK STEEL HLDG AKS* MM 3,987.3 (611.6) 750.7
AK STEEL HLDG AKS US 3,987.3 (611.6) 750.7
AK STEEL HLDG AK2 GR 3,987.3 (611.6) 750.7
AK STEEL HLDG AK2 TH 3,987.3 (611.6) 750.7
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC 8AL GR 182.4 (3.5) (27.8)
ANGIE'S LIST INC ANGI US 182.4 (3.5) (27.8)
ARCH COAL INC ACIIQ* MM 4,855.4 (1,449.1) 913.7
ARGOS THERAPEUTI ARGS US 42.8 (20.2) 0.9
ARIAD PHARM APS QT 502.5 (154.0) 84.2
ARIAD PHARM APS GR 502.5 (154.0) 84.2
ARIAD PHARM ARIACHF EU 502.5 (154.0) 84.2
ARIAD PHARM ARIA US 502.5 (154.0) 84.2
ARIAD PHARM APS TH 502.5 (154.0) 84.2
ARIAD PHARM ARIAEUR EU 502.5 (154.0) 84.2
ARIAD PHARM ARIA SW 502.5 (154.0) 84.2
ARRAY BIOPHARMA AR2 TH 196.2 (14.8) 128.0
ARRAY BIOPHARMA ARRY US 196.2 (14.8) 128.0
ARRAY BIOPHARMA AR2 GR 196.2 (14.8) 128.0
ASPEN TECHNOLOGY AZPN US 439.4 (35.5) (21.3)
ASPEN TECHNOLOGY AST GR 439.4 (35.5) (21.3)
AUTOZONE INC AZ5 QT 8,366.4 (1,741.3) (784.8)
AUTOZONE INC AZO US 8,366.4 (1,741.3) (784.8)
AUTOZONE INC AZ5 GR 8,366.4 (1,741.3) (784.8)
AUTOZONE INC AZOEUR EU 8,366.4 (1,741.3) (784.8)
AUTOZONE INC AZ5 TH 8,366.4 (1,741.3) (784.8)
AVID TECHNOLOGY AVID US 311.8 (303.6) (75.2)
AVID TECHNOLOGY AVD GR 311.8 (303.6) (75.2)
AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1
AVON - BDR AVON34 BZ 3,629.1 (435.7) 604.6
AVON PRODUCTS AVP CI 3,629.1 (435.7) 604.6
AVON PRODUCTS AVP* MM 3,629.1 (435.7) 604.6
AVON PRODUCTS AVP US 3,629.1 (435.7) 604.6
AVON PRODUCTS AVP GR 3,629.1 (435.7) 604.6
AVON PRODUCTS AVP TH 3,629.1 (435.7) 604.6
BARRACUDA NETWOR CUDAEUR EU 419.8 (32.1) (41.9)
BARRACUDA NETWOR 7BM GR 419.8 (32.1) (41.9)
BARRACUDA NETWOR CUDA US 419.8 (32.1) (41.9)
BENEFITFOCUS INC BTF GR 136.0 (26.7) 9.6
BENEFITFOCUS INC BNFT US 136.0 (26.7) 9.6
BLUE BIRD CORP 1291067D US 251.0 (121.5) 1.5
BLUE BIRD CORP BLBD US 251.0 (121.5) 1.5
BOMBARDIER INC-B BBDBN MM 23,667.0 (3,442.0) 1,342.0
BOMBARDIER-B OLD BBDYB BB 23,667.0 (3,442.0) 1,342.0
BOMBARDIER-B W/I BBD/W CN 23,667.0 (3,442.0) 1,342.0
BRINKER INTL EAT US 1,489.2 (243.7) (225.6)
BRINKER INTL BKJ GR 1,489.2 (243.7) (225.6)
BRP INC/CA-SUB V B15A GR 2,445.2 (14.1) 363.3
BRP INC/CA-SUB V BRPIF US 2,445.2 (14.1) 363.3
BRP INC/CA-SUB V DOO CN 2,445.2 (14.1) 363.3
BUFFALO COAL COR BUC SJ 48.1 (17.9) 0.3
BURLINGTON STORE BURL US 2,605.9 (105.2) 106.6
BURLINGTON STORE BUI GR 2,605.9 (105.2) 106.6
CABLEVISION SY-A CVC US 6,732.4 (4,832.9) (257.2)
CABLEVISION SY-A CVCEUR EU 6,732.4 (4,832.9) (257.2)
CABLEVISION SY-A CVY TH 6,732.4 (4,832.9) (257.2)
CABLEVISION SY-A CVY GR 6,732.4 (4,832.9) (257.2)
CABLEVISION-W/I CVC-W US 6,732.4 (4,832.9) (257.2)
CABLEVISION-W/I 8441293Q US 6,732.4 (4,832.9) (257.2)
CAMBIUM LEARNING ABCD US 131.8 (74.0) (58.3)
CARBONITE INC 4CB GR 132.7 (4.8) (46.0)
CARBONITE INC CARB US 132.7 (4.8) (46.0)
CASELLA WASTE WA3 GR 620.4 (28.5) 0.3
CASELLA WASTE CWST US 620.4 (28.5) 0.3
CEB INC FC9 GR 1,299.6 (23.3) (202.0)
CEB INC CEB US 1,299.6 (23.3) (202.0)
CEDAR FAIR LP 7CF GR 2,003.8 (41.8) (100.7)
CEDAR FAIR LP FUN US 2,003.8 (41.8) (100.7)
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHARTER COMMUN-A CHTR US 40,524.0 (219.0) (313.0)
CHOICE HOTELS CZH GR 787.3 (385.9) 117.8
CHOICE HOTELS CHH US 787.3 (385.9) 117.8
CINCINNATI BELL CBB US 1,444.6 (291.6) (64.2)
CINCINNATI BELL CIB GR 1,444.6 (291.6) (64.2)
CLEAR CHANNEL-A C7C GR 5,739.4 (940.4) 692.7
CLEAR CHANNEL-A CCO US 5,739.4 (940.4) 692.7
CLIFFS NATURAL R CVA QT 1,886.3 (1,696.7) 352.2
CLIFFS NATURAL R CLF* MM 1,886.3 (1,696.7) 352.2
CLIFFS NATURAL R CLF US 1,886.3 (1,696.7) 352.2
COGENT COMMUNICA CCOI US 665.1 (18.4) 168.5
COGENT COMMUNICA OGM1 GR 665.1 (18.4) 168.5
COHERUS BIOSCIEN CHRSEUR EU 226.2 (66.9) 118.7
COHERUS BIOSCIEN CHRS US 226.2 (66.9) 118.7
COHERUS BIOSCIEN 8C5 TH 226.2 (66.9) 118.7
COHERUS BIOSCIEN 8C5 GR 226.2 (66.9) 118.7
COLGATE-BDR COLG34 BZ 12,448.0 (73.0) 27.0
COLGATE-CEDEAR CL AR 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CL US 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CLCHF EU 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CL SW 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CLEUR EU 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CPA GR 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CL* MM 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CPA TH 12,448.0 (73.0) 27.0
COLGATE-PALMOLIV CPA QT 12,448.0 (73.0) 27.0
COMMUNICATION CSAL US 2,517.9 (1,288.9) -
COMMUNICATION 8XC GR 2,517.9 (1,288.9) -
CPI CARD GROUP I PMTS US 280.4 (86.6) 59.0
CPI CARD GROUP I PNT CN 280.4 (86.6) 59.0
CPI CARD GROUP I CPB GR 280.4 (86.6) 59.0
CYAN INC YCN GR 112.1 (18.4) 56.9
CYAN INC CYNI US 112.1 (18.4) 56.9
DELEK LOGISTICS DKL US 379.2 (11.0) 22.1
DELEK LOGISTICS D6L GR 379.2 (11.0) 22.1
DENNY'S CORP DENN US 288.8 (57.4) (48.9)
DENNY'S CORP DE8 GR 288.8 (57.4) (48.9)
DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0
DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0
DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0
DOMINO'S PIZZA DPZ US 820.8 (1,730.3) 292.8
DOMINO'S PIZZA EZV GR 820.8 (1,730.3) 292.8
DOMINO'S PIZZA EZV TH 820.8 (1,730.3) 292.8
DPL INC DPL US 3,202.9 (16.9) (466.2)
DUN & BRADSTREET DB5 TH 2,176.0 (1,106.3) (94.4)
DUN & BRADSTREET DNB US 2,176.0 (1,106.3) (94.4)
DUN & BRADSTREET DNB1EUR EU 2,176.0 (1,106.3) (94.4)
DUN & BRADSTREET DB5 GR 2,176.0 (1,106.3) (94.4)
DUNKIN' BRANDS G DNKN US 3,093.9 (234.6) 117.3
DUNKIN' BRANDS G 2DB GR 3,093.9 (234.6) 117.3
DUNKIN' BRANDS G 2DB TH 3,093.9 (234.6) 117.3
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
EAST DUBUQUE NIT RNF US 241.4 (166.3) 12.0
EASTMAN KODAK CO KODN GR 2,066.0 (48.0) 861.0
EASTMAN KODAK CO KODK US 2,066.0 (48.0) 861.0
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
ENERGIZER HOLDIN ENR US 1,584.4 (10.2) 643.2
ENERGIZER HOLDIN EGG GR 1,584.4 (10.2) 643.2
ENERGIZER HOLDIN ENR-WEUR EU 1,584.4 (10.2) 643.2
EPL OIL & GAS IN EPL US 563.6 (933.3) (308.4)
EPL OIL & GAS IN EPA1 GR 563.6 (933.3) (308.4)
ERIN ENERGY CORP ERN SJ 359.6 (137.4) (338.3)
EXELIXIS INC EX9 GR 492.5 (156.0) 238.4
EXELIXIS INC EXELEUR EU 492.5 (156.0) 238.4
EXELIXIS INC EX9 TH 492.5 (156.0) 238.4
EXELIXIS INC EXEL US 492.5 (156.0) 238.4
FAIRMOUNT SANTRO FMSAEUR EU 1,316.0 (73.6) 171.8
FAIRMOUNT SANTRO FM1 GR 1,316.0 (73.6) 171.8
FAIRMOUNT SANTRO FMSA US 1,316.0 (73.6) 171.8
FAIRPOINT COMMUN FONN GR 1,291.0 (17.0) (1.2)
FAIRPOINT COMMUN FRP US 1,291.0 (17.0) (1.2)
FIFTH STREET ASS FSAM US 161.0 (11.6) -
FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0
GAMCO INVESTO-A GBL US 115.9 (248.2) -
GAMING AND LEISU 2GL GR 2,436.2 (258.8) (98.7)
GAMING AND LEISU GLPI US 2,436.2 (258.8) (98.7)
GARDA WRLD -CL A GW CN 1,982.6 (436.3) 69.1
GARTNER INC GGRA GR 2,211.5 (112.7) (111.9)
GARTNER INC IT US 2,211.5 (112.7) (111.9)
GARTNER INC IT* MM 2,211.5 (112.7) (111.9)
GCP APPLIED TECH GCP US 985.6 (182.1) 219.8
GCP APPLIED TECH 43G GR 985.6 (182.1) 219.8
GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0
GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GRZ CN 24.0 (20.5) 10.0
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GYMBOREE CORP/TH GYMB US 1,156.7 (337.9) 29.4
H&R BLOCK INC HRBEUR EU 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB US 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB TH 2,874.0 (536.7) 631.6
H&R BLOCK INC HRB GR 2,874.0 (536.7) 631.6
HCA HOLDINGS INC HCAEUR EU 32,776.0 (5,999.0) 3,803.0
HCA HOLDINGS INC 2BH TH 32,776.0 (5,999.0) 3,803.0
HCA HOLDINGS INC 2BH GR 32,776.0 (5,999.0) 3,803.0
HCA HOLDINGS INC HCA US 32,776.0 (5,999.0) 3,803.0
HECKMANN CORP-U HEK/U US 460.1 (65.1) (465.4)
HEWLETT-PACKA-WI HPQ-W US 25,523.0 (4,786.0) (1,477.0)
HOVNANIAN-A-WI HOV-W US 2,552.7 (143.1) 1,501.0
HP COMPANY-BDR HPQB34 BZ 25,523.0 (4,786.0) (1,477.0)
HP INC HPQ* MM 25,523.0 (4,786.0) (1,477.0)
HP INC HWP QT 25,523.0 (4,786.0) (1,477.0)
HP INC 7HP TH 25,523.0 (4,786.0) (1,477.0)
HP INC HPQ TE 25,523.0 (4,786.0) (1,477.0)
HP INC 7HP GR 25,523.0 (4,786.0) (1,477.0)
HP INC HPQ CI 25,523.0 (4,786.0) (1,477.0)
HP INC HPQ SW 25,523.0 (4,786.0) (1,477.0)
HP INC HPQCHF EU 25,523.0 (4,786.0) (1,477.0)
HP INC HPQ US 25,523.0 (4,786.0) (1,477.0)
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
IDEXX LABS IX1 TH 1,478.6 (73.8) (69.7)
IDEXX LABS IX1 GR 1,478.6 (73.8) (69.7)
IDEXX LABS IDXX US 1,478.6 (73.8) (69.7)
IMMUNOGEN INC IMGN US 222.3 (41.1) 153.5
IMMUNOGEN INC IMU QT 222.3 (41.1) 153.5
IMMUNOGEN INC IMU GR 222.3 (41.1) 153.5
IMMUNOGEN INC IMU TH 222.3 (41.1) 153.5
IMMUNOMEDICS INC IM3 GR 67.6 (45.0) 50.6
IMMUNOMEDICS INC IM3 TH 67.6 (45.0) 50.6
IMMUNOMEDICS INC IMMU US 67.6 (45.0) 50.6
INFOR ACQUISIT-A IAC/A CN 233.0 (1.6) 2.0
INFOR ACQUISITIO IAC-U CN 233.0 (1.6) 2.0
INFOR US INC LWSN US 6,048.5 (796.8) (226.4)
INNOVIVA INC INVA US 387.8 (362.0) 186.1
INNOVIVA INC HVE GR 387.8 (362.0) 186.1
INTERNATIONAL WI ITWG US 325.1 (11.5) 95.4
INVENTIV HEALTH VTIV US 2,127.8 (783.0) 121.1
IPCS INC IPCS US 559.2 (33.0) 72.1
ISRAMCO INC ISRL US 144.9 (2.8) 12.5
ISRAMCO INC ISRLEUR EU 144.9 (2.8) 12.5
ISRAMCO INC IRM GR 144.9 (2.8) 12.5
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
J CREW GROUP INC JCG US 1,477.3 (776.7) 91.4
JACK IN THE BOX JACK1EUR EU 1,301.5 (190.6) (83.8)
JACK IN THE BOX JBX GR 1,301.5 (190.6) (83.8)
JACK IN THE BOX JACK US 1,301.5 (190.6) (83.8)
JUST ENERGY GROU JE US 1,247.4 (651.1) (118.7)
JUST ENERGY GROU 1JE GR 1,247.4 (651.1) (118.7)
JUST ENERGY GROU JE CN 1,247.4 (651.1) (118.7)
KOPPERS HOLDINGS KO9 GR 1,129.7 (4.3) 173.5
KOPPERS HOLDINGS KOP US 1,129.7 (4.3) 173.5
L BRANDS INC LB* MM 7,425.8 (1,085.9) 1,385.8
L BRANDS INC LTD QT 7,425.8 (1,085.9) 1,385.8
L BRANDS INC LBEUR EU 7,425.8 (1,085.9) 1,385.8
L BRANDS INC LB US 7,425.8 (1,085.9) 1,385.8
L BRANDS INC LTD GR 7,425.8 (1,085.9) 1,385.8
L BRANDS INC LTD TH 7,425.8 (1,085.9) 1,385.8
LAREDO PETROLEUM LPI US 1,637.2 (45.7) 124.8
LAREDO PETROLEUM LPI1EUR EU 1,637.2 (45.7) 124.8
LAREDO PETROLEUM 8LP GR 1,637.2 (45.7) 124.8
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LENNOX INTL INC LXI GR 1,861.0 (73.3) 318.4
LENNOX INTL INC LII US 1,861.0 (73.3) 318.4
LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0
MADISON-A/NEW-WI MSGN-W US 799.5 (1,167.1) 134.9
MAJESCOR RESOURC MJXEUR EU 0.0 (0.1) (0.1)
MANITOWOC FOOD 6M6 GR 1,822.9 (125.7) 2.5
MANITOWOC FOOD MFS US 1,822.9 (125.7) 2.5
MANITOWOC FOOD MFS1EUR EU 1,822.9 (125.7) 2.5
MANNKIND CORP MNKD IT 93.3 (373.5) (205.1)
MARRIOTT INTL-A MAQ TH 6,121.0 (3,667.0) (1,823.0)
MARRIOTT INTL-A MAQ GR 6,121.0 (3,667.0) (1,823.0)
MARRIOTT INTL-A MAR US 6,121.0 (3,667.0) (1,823.0)
MDC COMM-W/I MDZ/W CN 1,571.6 (454.2) (274.0)
MDC PARTNERS-A MDCA US 1,571.6 (454.2) (274.0)
MDC PARTNERS-A MDZ/A CN 1,571.6 (454.2) (274.0)
MDC PARTNERS-A MDCAEUR EU 1,571.6 (454.2) (274.0)
MDC PARTNERS-EXC MDZ/N CN 1,571.6 (454.2) (274.0)
MEAD JOHNSON 0MJA GR 4,016.8 (592.4) 1,392.1
MEAD JOHNSON MJNEUR EU 4,016.8 (592.4) 1,392.1
MEAD JOHNSON 0MJA TH 4,016.8 (592.4) 1,392.1
MEAD JOHNSON MJN US 4,016.8 (592.4) 1,392.1
MEDLEY MANAGE-A MDLY US 112.0 (24.5) 44.7
MERITOR INC AID1 GR 2,093.0 (601.0) 146.0
MERITOR INC MTOR US 2,093.0 (601.0) 146.0
MERRIMACK PHARMA MP6 GR 192.9 (217.1) 63.3
MERRIMACK PHARMA MACK US 192.9 (217.1) 63.3
MICHAELS COS INC MIK US 2,023.3 (1,724.1) 594.9
MICHAELS COS INC MIM GR 2,023.3 (1,724.1) 594.9
MIDSTATES PETROL MPO1EUR EU 782.8 (1,504.5) (1,920.4)
MONEYGRAM INTERN MGI US 4,280.0 (224.3) (16.8)
MOODY'S CORP DUT TH 5,114.9 (351.5) 1,933.4
MOODY'S CORP MCO US 5,114.9 (351.5) 1,933.4
MOODY'S CORP DUT GR 5,114.9 (351.5) 1,933.4
MOODY'S CORP MCOEUR EU 5,114.9 (351.5) 1,933.4
MOTOROLA SOLUTIO MOT TE 9,049.0 (137.0) 1,969.0
MOTOROLA SOLUTIO MTLA TH 9,049.0 (137.0) 1,969.0
MOTOROLA SOLUTIO MSI US 9,049.0 (137.0) 1,969.0
MOTOROLA SOLUTIO MTLA GR 9,049.0 (137.0) 1,969.0
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
MSG NETWORKS- A 1M4 GR 799.5 (1,167.1) 134.9
MSG NETWORKS- A 1M4 TH 799.5 (1,167.1) 134.9
MSG NETWORKS- A MSGN US 799.5 (1,167.1) 134.9
NATHANS FAMOUS NFA GR 81.0 (65.2) 57.4
NATHANS FAMOUS NATH US 81.0 (65.2) 57.4
NATIONAL CINEMED XWM GR 1,037.6 (173.3) 92.5
NATIONAL CINEMED NCMI US 1,037.6 (173.3) 92.5
NAVIDEA BIOPHARM NAVB IT 12.3 (57.2) (47.1)
NAVISTAR INTL IHR TH 5,980.0 (5,190.0) 139.0
NAVISTAR INTL IHR GR 5,980.0 (5,190.0) 139.0
NAVISTAR INTL NAV US 5,980.0 (5,190.0) 139.0
NEFF CORP-CL A NEFF US 672.3 (169.4) 0.4
NEKTAR THERAPEUT ITH GR 491.9 (0.3) 278.9
NEKTAR THERAPEUT NKTR US 491.9 (0.3) 278.9
NEW ENG RLTY-LP NEN US 193.8 (31.2) -
NORTHERN OIL AND NOG US 573.2 (322.5) (7.7)
NORTHERN OIL AND 4LT GR 573.2 (322.5) (7.7)
NTELOS HOLDINGS NTLS US 611.1 (39.9) 104.9
OCH-ZIFF CAPIT-A 35OA GR 1,255.3 (183.7) -
OCH-ZIFF CAPIT-A OZM US 1,255.3 (183.7) -
OMEROS CORP 3O8 GR 36.0 (40.7) 6.8
OMEROS CORP OMEREUR EU 36.0 (40.7) 6.8
OMEROS CORP OMER US 36.0 (40.7) 6.8
OMEROS CORP 3O8 TH 36.0 (40.7) 6.8
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
ONCOMED PHARMACE OMED US 204.9 (19.8) 149.9
ONCOMED PHARMACE O0M GR 204.9 (19.8) 149.9
PALM INC PALM US 1,007.2 (6.2) 141.7
PBF LOGISTICS LP 11P GR 433.6 (180.7) 40.6
PBF LOGISTICS LP PBFX US 433.6 (180.7) 40.6
PENN NATL GAMING PENN US 5,128.7 (649.1) (189.9)
PENN NATL GAMING PN1 GR 5,128.7 (649.1) (189.9)
PHILIP MORRIS IN 4I1 QT 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PM FP 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN 4I1 GR 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PM US 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PMI EB 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PMI1 IX 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PMI SW 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PM1 TE 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PM1CHF EU 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN 4I1 TH 34,621.0 (10,894.0) 1,837.0
PHILIP MORRIS IN PM1EUR EU 34,621.0 (10,894.0) 1,837.0
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PGEM US 1,210.9 (101.0) 239.9
PLY GEM HOLDINGS PG6 GR 1,210.9 (101.0) 239.9
POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9
QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9
QUINTILES TRANSN Q US 3,982.9 (205.9) 859.0
QUINTILES TRANSN QTS GR 3,982.9 (205.9) 859.0
REGAL ENTERTAI-A RETA GR 2,632.3 (877.6) (113.1)
REGAL ENTERTAI-A RGC* MM 2,632.3 (877.6) (113.1)
REGAL ENTERTAI-A RGC US 2,632.3 (877.6) (113.1)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTECH NITROGEN 2RN GR 241.4 (166.3) 12.0
RENTPATH LLC PRM US 208.0 (91.7) 3.6
REVLON INC-A RVL1 GR 1,887.7 (573.3) 308.5
REVLON INC-A REV US 1,887.7 (573.3) 308.5
RLJ ACQUISITI-UT RLJAU US 135.8 (13.5) 20.6
ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7
ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING RYI US 1,582.8 (118.7) 625.0
RYERSON HOLDING 7RY GR 1,582.8 (118.7) 625.0
RYERSON HOLDING 7RY TH 1,582.8 (118.7) 625.0
SALLY BEAUTY HOL SBH US 2,069.4 (341.4) 643.4
SALLY BEAUTY HOL S7V GR 2,069.4 (341.4) 643.4
SANCHEZ ENERGY C 13S TH 1,421.2 (523.1) 401.7
SANCHEZ ENERGY C SN US 1,421.2 (523.1) 401.7
SANCHEZ ENERGY C SN* MM 1,421.2 (523.1) 401.7
SANCHEZ ENERGY C 13S GR 1,421.2 (523.1) 401.7
SBA COMM CORP-A SBACEUR EU 7,371.6 (1,630.6) 49.5
SBA COMM CORP-A SBJ TH 7,371.6 (1,630.6) 49.5
SBA COMM CORP-A SBJ GR 7,371.6 (1,630.6) 49.5
SBA COMM CORP-A SBAC US 7,371.6 (1,630.6) 49.5
SCIENTIFIC GAM-A TJW GR 7,690.7 (1,583.9) 516.3
SCIENTIFIC GAM-A SGMS US 7,690.7 (1,583.9) 516.3
SEARS HOLDINGS SEE QT 11,175.0 (2,360.0) 1,526.0
SEARS HOLDINGS SHLD US 11,175.0 (2,360.0) 1,526.0
SEARS HOLDINGS SEE GR 11,175.0 (2,360.0) 1,526.0
SEARS HOLDINGS SEE TH 11,175.0 (2,360.0) 1,526.0
SILVER SPRING NE 9SI GR 465.6 (45.9) (20.0)
SILVER SPRING NE SSNI US 465.6 (45.9) (20.0)
SILVER SPRING NE 9SI TH 465.6 (45.9) (20.0)
SIRIUS XM CANADA XSR CN 292.9 (134.0) (172.0)
SIRIUS XM CANADA SIICF US 292.9 (134.0) (172.0)
SIRIUS XM HOLDIN SIRI US 7,928.2 (563.9) (1,942.3)
SIRIUS XM HOLDIN RDO TH 7,928.2 (563.9) (1,942.3)
SIRIUS XM HOLDIN RDO GR 7,928.2 (563.9) (1,942.3)
SONIC CORP SONCEUR EU 606.7 (33.2) 15.5
SONIC CORP SONC US 606.7 (33.2) 15.5
SONIC CORP SO4 GR 606.7 (33.2) 15.5
SPORTSMAN'S WARE SPWH US 338.8 (2.4) 84.5
SPORTSMAN'S WARE 06S GR 338.8 (2.4) 84.5
SUPERVALU INC SJ1 TH 4,370.0 (433.0) 63.0
SUPERVALU INC SJ1 GR 4,370.0 (433.0) 63.0
SUPERVALU INC SVU* MM 4,370.0 (433.0) 63.0
SUPERVALU INC SVU US 4,370.0 (433.0) 63.0
SWIFT ENERGY CO SWTF US 433.3 (960.1) (376.7)
SYNERGY PHARMACE S90 GR 88.4 (6.5) 68.3
SYNERGY PHARMACE SGYP US 88.4 (6.5) 68.3
SYNERGY PHARMACE SGYPEUR EU 88.4 (6.5) 68.3
TAILORED BRANDS TLRD* MM 2,244.3 (100.1) 723.6
TAILORED BRANDS TLRD US 2,244.3 (100.1) 723.6
TAILORED BRANDS WRMA GR 2,244.3 (100.1) 723.6
TIANHE UNION HOL TUAAE US 0.0 (0.0) (0.0)
TRANSDIGM GROUP TDG US 8,359.5 (961.8) 1,082.0
TRANSDIGM GROUP TDGCHF EU 8,359.5 (961.8) 1,082.0
TRANSDIGM GROUP TDGEUR EU 8,359.5 (961.8) 1,082.0
TRANSDIGM GROUP T7D GR 8,359.5 (961.8) 1,082.0
TRANSDIGM GROUP TDG SW 8,359.5 (961.8) 1,082.0
TRANSDIGM GROUP T7D QT 8,359.5 (961.8) 1,082.0
TURNING POINT BR TPB US 257.0 (84.6) 49.9
UNISYS CORP UIS US 2,265.1 (1,354.3) 261.5
UNISYS CORP UIS1 SW 2,265.1 (1,354.3) 261.5
UNISYS CORP USY1 GR 2,265.1 (1,354.3) 261.5
UNISYS CORP USY1 TH 2,265.1 (1,354.3) 261.5
UNISYS CORP UISEUR EU 2,265.1 (1,354.3) 261.5
UNISYS CORP UISCHF EU 2,265.1 (1,354.3) 261.5
VECTOR GROUP LTD VGR QT 1,228.8 (153.9) 335.3
VECTOR GROUP LTD VGR US 1,228.8 (153.9) 335.3
VECTOR GROUP LTD VGR GR 1,228.8 (153.9) 335.3
VENOCO INC VQ US 403.8 (354.3) 195.7
VERISIGN INC VRS QT 2,323.7 (1,108.0) 464.3
VERISIGN INC VRSN US 2,323.7 (1,108.0) 464.3
VERISIGN INC VRS TH 2,323.7 (1,108.0) 464.3
VERISIGN INC VRS GR 2,323.7 (1,108.0) 464.3
VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8)
VIEWRAY INC VRAY US 39.1 (19.8) (0.6)
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WTW US 1,290.5 (1,296.9) (173.7)
WEIGHT WATCHERS WW6 TH 1,290.5 (1,296.9) (173.7)
WEIGHT WATCHERS WTWEUR EU 1,290.5 (1,296.9) (173.7)
WEIGHT WATCHERS WW6 GR 1,290.5 (1,296.9) (173.7)
WEST CORP WSTC US 3,522.7 (536.2) 231.2
WEST CORP WT2 GR 3,522.7 (536.2) 231.2
WESTERN REFINING WR2 GR 487.3 (73.7) 13.9
WESTERN REFINING WNRL US 487.3 (73.7) 13.9
WESTMORELAND COA WLB US 1,770.7 (550.1) (32.2)
WINGSTOP INC WING US 116.6 (4.8) 2.0
WINGSTOP INC EWG GR 116.6 (4.8) 2.0
WINMARK CORP WINA US 43.8 (27.3) 12.0
WINMARK CORP GBZ GR 43.8 (27.3) 12.0
YRC WORLDWIDE IN YRCW US 1,863.8 (392.7) 178.1
YRC WORLDWIDE IN YEL1 QT 1,863.8 (392.7) 178.1
YRC WORLDWIDE IN YEL1 GR 1,863.8 (392.7) 178.1
YRC WORLDWIDE IN YRCWEUR EU 1,863.8 (392.7) 178.1
YRC WORLDWIDE IN YEL1 TH 1,863.8 (392.7) 178.1
*********
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.
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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 ***